Supplier Code of Conduct
This document sets out Exclaimer’s expectations of its supply chain and those companies who provide services to the Exclaimer group of companies (collectively Exclaimer, we, us or our).
We reserve the right to audit or request attestations of compliance with this Code of Conduct at least annually. Suppliers will co-operate with, and respond promptly to, any such request.
Suppliers must promptly notify us of any breach or suspected breach of this Code of Conduct, by email to [email protected]. Suppliers must cooperate fully with any investigation by us and implement corrective and preventative measures as required. Serious or repeated breaches of this Code of Conduct shall be a material breach of any contract in place between the supplier and the relevant member of the Exclaimer group of companies.
Anti-Bribery and Corruption
Exclaimer expects its suppliers to act in a professional and lawful manner at all times. This includes:
complying with applicable anti-bribery and anti-corruption laws, code and regulations (the Requirements), including maintaining policies and procedures to ensure compliance.
notifying us promptly of any request or demand for undue advantage of any kind received in relation to its delivery of services to a member of the Exclaimer group.
being responsible for compliance with the Requirements by anyone associated with it who performs or takes part in activities relating to the delivery of services to a member of the Exclaimer group. Suppliers must ensure that anyone so associated with it is engaged on a written contract that requires them to comply with the Requirements.
not engaging in activity, practice or conduct which would constitute an offence under the Requirements.
Anti-Modern Slavery and labour standards
Exclaimer expects its suppliers to uphold rights of workers and to treat them with dignity and respect. This also means more broadly acting in an ethical manner in the way that they operate their businesses.
We expect suppliers to provide clear employment terms and conditions to all workers, particularly where those workers are “on call” or work shift patterns.
We expect suppliers to recognise the principle of freely chosen employment, including the freedoms to terminate employment, move employer and of association. We expect suppliers to ensure that working hours comply with local requirements, and to avoid zero hours contracts.
We expect suppliers to provide healthy and safe working environments for their employees.
We expect suppliers to ensure and maintain the confidentiality, anonymity and protection of whistleblowers, and to eliminate all forms of discrimination.
We expect suppliers to prohibit any threat of violence, harassment or intimidation; worker-paid recruitment fees; compulsory overtime; child labour; discrimination; and, confiscation of identification documents.
Suppliers must:
maintain policies and procedures to ensure compliance with anti-slavery and human trafficking laws, codes and regulations.
take active steps to ensure that their own supply chains comply with the above.
Anti-Money Laundering
Exclaimer expects its suppliers to comply with all applicable anti-money laundering (AML) laws, regulations and requirements in the jurisdictions in which they operate. Suppliers must maintain appropriate AML procedures, undertake customer due diligence, and report any suspicious transactions or activities to relevant authorities as required by law.
Background checks
Suppliers must ensure personnel complete background investigations reasonable for their roles and subject to applicable law. As a minimum, we expect all suppliers to check/have checked all personnel involved in the delivery of services to a member of the Exclaimer group to a standard that meets or is materially equivalent to the UK Government’s Baseline Personnel Security Standard (BPSS) details of which can be found here.
Data Protection
Each supplier must comply with its obligations under all applicable data protection and data security laws. Each supplier must ensure that:
where it acts as a processor/service provider on behalf of us, it makes a data processing addendum available to us that complies with applicable laws (or otherwise signs such a document provided by us) to ensure that the contract between us complies with applicable law.
it provides all information to us to enable us to confirm its compliance with applicable laws.
taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, it has implemented and will maintain appropriate technical and organisational measures to ensure a level of security appropriate to the risk in respect of processing personal data/personal information on behalf of us. In assessing the appropriate level of security account shall be taken in particular of the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data/personal information transmitted, stored or otherwise processed.
ensure that it has, and maintains, all necessary registrations with any relevant authorities in relation to data privacy compliance.
Export compliance
If relevant to the services that a supplier delivers to a member of the Exclaimer group, that supplier must comply with any export control classification numbers set out on our website from time to time.
Intellectual Property and Confidentiality
Suppliers must protect the confidentiality of all Exclaimer proprietary information, trade secrets, intellectual property and any other confidential information disclosed to them. Suppliers must not disclose such information to any third party without our prior written consent, except as required by applicable law.
Suppliers must not use Exclaimer intellectual property or assets for any purpose other than performing services under the engagement with the relevant member of the Exclaimer group.
Sanctioned territories
Suppliers are responsible for compliance with all sanctions, import and export rules and regulations relating to their delivery of their services to a member of the Exclaimer group.
By agreeing any arrangement to provide services to a member of the Exclaimer group, a supplier is confirming and representing that it is NOT:
on any U.S. government or other jurisdiction’s denied-party list.
located in any embargoed country or region as set out in our Territory Restrictions (Embargoed Regions).
directly or indirectly, at least 50% owned or controlled by any organisation or individual located in an Embargoed Region or on any U.S. government or other jurisdiction’s denied-party list.
Similarly, a supplier is confirming and representing that it will NOT:
subcontract any element of the delivery of the services to any individual, corporation, company or organisation who is:
on any U.S. government or other jurisdiction’s denied-party list.
located in any Embargoed Region.
directly or indirectly, at least 50% owned or controlled by any organisation or individual located in an Embargoed Region or on any U.S. government or other jurisdiction’s denied-party list.
provide any part of the services directly or indirectly from any Embargoed Region.
Subcontracting and supplier management
Suppliers must not subcontract any part of their services to any third-party without our prior written consent. Where approved, suppliers must:
ensure that any subcontractor is contractually required to comply with all applicable and laws and regulations.
use all commercially reasonable efforts to ensure that their subcontractors involved in delivery of services to us and/or our group companies comply with this Code of Conduct.
Suppliers remain fully responsible and liable for the acts and omissions of their subcontractors as if they were the supplier’s own, including their compliance with applicable laws and regulations.
Suppliers must maintain oversight over their subcontractors’ performance and compliance with the terms of the agreement in place with the supplier.
Travel
Where a supplier identifies a requirement to travel in the performance of services on behalf of a member of the Exclaimer group, we expect the supplier to follow these principles (in order of precedence):
avoid all unnecessary travel. Discuss and consider with us alternative ways of performing, delivering or undertaking the activity.
if travel is required, identify and use sustainable journeys and/or forms of travel.
offset any impacts of unavoidable travel through: (a) a reputable non-governmental organisation supporting environmental improvement, carbon reduction projects, afforestation or reforestation anywhere in the world; (b) a provider of verifiable carbon offsetting, carbon credits or voluntary emission reduction credits.