SUPPLIER CODE OF CONDUCT

Introduction

ToneTag operates under an environment of high standards of ethical behaviour. ToneTag is committed to conducting its business in an ethical, legal and socially responsible manner. ToneTag provides a safe working environment and its employees are treated with respect and dignity, and that business operations are environmentally responsible. ToneTag also expects its Suppliers to conform to a similar standard of conduct. This Supplier Code of Conduct (“Supplier Code” or “Code”) details the expectations that Naffa Innovations Private Limited (“ToneTag”) has from its Suppliers. The term “Supplier” means any natural person, limited or unlimited liability company, corporation, general partnership, limited partnership, proprietorship, trust, union, association or other entity that sells, or seeks to sell goods or services: (i) to ToneTag; or (ii) on behalf of ToneTag to third parties; or (iii) in various forms of collaborations with ToneTag, including the Supplier’s employees, agents and other representatives.

Obligations of Suppliers

Suppliers shall ensure that the Supplier Code is communicated to their employees, subsidiaries, business partners, distributors, stockists (including super stockists), channel partners and subcontractors involved in providing goods and/or services: (i) to ToneTag and/or the Supplier; or (ii) on behalf of ToneTag and/or the Supplier to third parties; or (iii) in various forms of collaborations with ToneTag and/or the Supplier (“Supplier Representatives”), in the language known to them and that they strictly abide by the same. Suppliers must self-monitor and demonstrate their compliance with the Supplier Code. However, ToneTag may audit Suppliers to confirm compliance. While ToneTag will work with Suppliers to improve compliance, failure to comply with the Supplier Code may result in termination of the relationship. Compliance with the Supplier Code is required in addition to any other obligations in any agreement a Supplier may have with ToneTag. The Supplier shall notify ToneTag regarding any known or suspected improper behaviour by the Supplier or the Supplier Representatives relating to its dealings with ToneTag, or any known or suspected improper behaviour by ToneTag employees or representatives. ToneTag expects its Suppliers to comply with all the requirements laid out within this Supplier Code and to confirm agreement to it in writing; whether this be through a contract with ToneTag, a separate written communication confirming agreement to these requirements or agreed documentation showing that the Supplier has a similar policy which meets or exceeds all ToneTag requirements, including as required under this Supplier Code. In case of any conflict of interest between Suppliers and its subcontractors and Supplier Representatives, Supplier shall be solely responsible in resolving such issues and ToneTag shall not be held responsible for any such acts. Supplier shall (and shall ensure that the Supplier Representatives shall) not reverse engineer the technology of ToneTag including hardware or software, and such acts of Supplier would lead to a material breach of this Supplier Code. For the purpose of compliances required under this Supplier Code, it is clarified that all obligations of the Supplier under this Supplier Code shall include Supplier’s responsibility to make sure that the Supplier Representatives also comply with the terms of this Supplier Code to the extent they are involved in the goods and/or services relating to ToneTag.

ToneTag’s Responsibility

ToneTag makes the following commitments to its Suppliers:

  • ToneTag will select its Suppliers fairly and transparently.

  • ToneTag will respect its obligations on the use of third-party intellectual property and data.

  • ToneTag will conduct its business with honesty and integrity. It operates with a zero tolerance approach to bribery and corruption.

This Supplier Code comprises of the following sections:

A. Labour Practices and Human Rights

ToneTag is committed to upholding the human rights of workers and to treating them with dignity and respect as understood by the international community.

  • Wages and Benefits
    Suppliers shall comply with all applicable wage laws and regulations including those relating to minimum wages, overtime hours, and other elements of compensation, and provide legally mandated benefits. Suppliers shall not use deductions from wages as a disciplinary measure and they should be paid their wages in a timely manner.

  • Working hours
    Suppliers shall comply with prevailing applicable laws and regulations on working hours, overtime and maximum hours. Suppliers shall carry out its business in a manner that limit overtime to a level that ensures human and productive working conditions.

  • Child labour
    Suppliers shall not employ, engage or otherwise use any child labour. ToneTag expects its Suppliers, not to engage in any practice inconsistent with the rights set forth under the applicable law of the jurisdiction in which the Supplier operates its business (including but not limited to the Convention on the Rights of the Child, the ILO Minimum Age Convention, the Prohibition and Immediate Elimination of the Worst Forms of Child Labour Convention). The term ‘child’ refers to any person employed normally under the age of 14, or under the age for completing compulsory education, or under the minimum age for employment in the country/jurisdiction in which the Supplier operates its business, whichever is greatest.

  • Forced or compulsory labour/No Human Trafficking
    Suppliers shall not use any forced, bonded or compulsory labour, slavery or trafficking of people in any stage of services or products they provide. All employment with Suppliers should be voluntary and employees should be free to leave their employment after reasonable notice. Workers will not be required to surrender any government-issued identification, passports, or work permits as a condition of employment. Excessive fees are unacceptable, and Supplier will disclose all fees charged to workers, in case ToneTag reasonably requests for the same in suspicion of a breach of this Supplier Code.

  • Human Rights
    ToneTag expects its Suppliers to support and respect the protection of internationally proclaimed human rights and to ensure that they are not complicit in human rights abuses.

  • 6. Humane Treatment
    Supplier will not tolerate harsh and inhumane treatment, including any sexual harassment, sexual abuse, corporal punishment, mental or physical coercion or verbal abuse of workers, including the threat of any such treatment. Supplier will clearly define and communicate to workers the disciplinary policies and procedures in support of these requirements.

  • Non-Discrimination
    Supplier will be committed to a workforce free of harassment and unlawful discrimination. Suppliers shall not discriminate in hiring or any employment practice based on pregnancy, childbirth or related medical conditions, race, religious creed, colour, sex, gender, national origin or ancestry, physical or mental disability, medical condition, marital status, age, sexual orientation, union membership or any other basis protected by law.

B. Health and Safety

Suppliers will provide their employees with a safe and healthy workplace in compliance with all applicable safety and health laws, regulations, and practices including those applicable to the areas of occupational safety, emergency preparedness, occupational injury and illness, industrial hygiene, physically demanding work, machine safeguarding, sanitation, food, and housing. Suppliers will take adequate steps that must be taken to minimize the causes of hazards inherent in the working environment. Suppliers will prohibit the use, possession, distribution, or sale of illegal drugs while working with ToneTag.

C. Protecting ToneTag’s Brand and Reputation

  1. Media and Communication: Mass media plays a significant and very powerful role in influencing the opinions of internal as well as external stakeholders of ToneTag. It is, therefore, imperative that only authorized personnel from ToneTag are authorised to interact with the media at all times. Only the whole-time director(s) of ToneTag or any person authorized by one of the wholetime Directors are permitted to interact with the media. If the Supplier receives a query from the media, it should forward the request to the Head – Marketing of ToneTag (at marketing@tonetag.com), who in turn, shall share the same with the Directors and respond appropriately.

  2. Non-disparagement: While at the site, or in public forums, directors and employees are prohibited from making any controversial, disparaging, negative, derogatory or insulting remarks or statements verbally or in writing, about ToneTag or its products, services, customers, business partners, vendors, directors, employees, and competitors. Supplier shall at all times comply with this requirement.

  3. Third-Party Representation: The Suppliers shall not be authorized to represent ToneTag or to use ToneTag’s brands without the written permission of ToneTag. Third parties and their employees who are authorized to represent ToneTag are expected to abide by this Supplier Code in their interaction with, and on behalf of ToneTag including the confidentiality of information shared with them and to sign a non-disclosure agreement to support confidentiality of information.

D. Ethics and Compliance with Laws

  1. Anti-Corruption and Anti-Bribery: The Supplier shall not, directly or through intermediaries, take any recourse to any unethical behaviour (implicit or explicit), or offer or promise any personal or improper advantage in order to obtain or retain a business or other advantage from a third party, whether public or private, including with any employee of ToneTag.

    More specifically, the Supplier:

    • Shall not offer or accept bribe or use other means of obtaining undue or improper advantage, offer or accept any kickbacks, and shall not take any actions to violate or cause its business partners to violate any applicable anti-bribery laws and regulations including the Foreign Corrupt Practices Act of USA (FCPA), Bribery Act of United Kingdom and Prevention of Corruption Act of India.

    • Shall not take any advantage of any family/ social/ political connections to obtain favourable treatment or for the advancement of business or obtaining any favours. Merit shall be the sole attribute of association with ToneTag.

    • Shall not enter into a financial or any other relationship with a ToneTag employee that creates any actual or potential conflict of interest for ToneTag. The Supplier is expected to report to ToneTag any situation where an employee or professional under contract with ToneTag may have an interest of any kind in the Supplier’s business or any kind of economic ties with the Supplier.

    • Shall not offer any gift, hospitality or entertainment for the purpose of obtaining any advantage, order or undue favour.

  2. Unfair Trade Practices:

    Supplier shall desist from any unfair or anti-competitive trade practices. Suppliers must uphold standards of fair business, advertising and competition. Suppliers shall not engage in collusive bidding, price fixing, price discrimination, or other unfair trade practices in violation of applicable antitrust and/or anti-competition laws.

  3. Quality & Product responsibility:

    Suppliers must ensure that the quality of products/services which is to be delivered to the end-user (including the customers/merchants of ToneTag, as applicable) shall be in-line with all the applicable contract terms and conditions of ToneTag in relation to such products/services that ToneTag has committed to its customers/merchants. Suppliers shall deliver the products of ToneTag with the exact packaging as was received by such Suppliers from ToneTag or its representatives. Suppliers shall adhere to all applicable laws and regulations regarding prohibition or restriction of specific substances, including labelling of products, if required.

  4. International Trade/Export:

    Suppliers will comply with all applicable laws and regulations concerning exporting of products and services. Suppliers must also ensure that their business practices are in accordance with all applicable laws, directives and regulations governing the export of products, components, and technical data. Suppliers shall provide truthful and accurate information and obtain export licences and/or consents, where necessary.

  5. Prohibition on Insider Trading:

    If the Supplier becomes aware of material, non-public information relating to ToneTag or its business, it shall not engage in any action to take advantage of that information, including passing that information on to others. In addition, if the Supplier becomes aware of material, non-public information about any other company, including ToneTag’s customers, suppliers, vendors or other business partners or channel partners, that is obtained by virtue of the Supplier’s interaction with ToneTag, then the Supplier shall not buy or sell that company’s securities or engage in any other action to take advantage of that information, including passing that information on to others.

E. Information Protection

  1. Confidential/Proprietary Information:

    Suppliers shall properly handle sensitive information, including confidential, proprietary, and personal information. Information should not be used for any purpose (e.g. advertisement, publicity, and the like) other than the business purpose for which it was provided, unless there is prior authorisation from the owner of the information.

  2. Third Party Confidential Information:

    ToneTag also enters into confidentiality or non-disclosure agreements with third parties. It is equally important to safeguard confidential and proprietary information that ToneTag has obtained from such third parties; any violations which could expose ToneTag to significant legal ramifications. To the extent the Supplier has access to confidential and proprietary information of such third parties, the Supplier is duty-bound to maintain confidentiality of such information.

  3. Information Security:

    Suppliers must protect the confidential and proprietary information of others, including personal information, from unauthorised access, destruction, use, modification and disclosure, through appropriate physical and electronic security procedures. Suppliers must comply with applicable data privacy laws.

  4. Data Protection:

    ToneTag takes data protection seriously and is committed to protecting personal data when working with Suppliers. This section applies where personal data is exchanged between ToneTag and its Suppliers. ToneTag is committed to ensuring that it complies with all applicable data privacy laws. ToneTag expects its Suppliers to do the same. This means that in any data sharing or data processing arrangement with ToneTag, Suppliers must:

    • Act only on the written instructions of ToneTag (unless required by law to act without such instructions).

    • Take appropriate measures to ensure the security of processing.

    • Assist ToneTag in providing subject access and allowing data subjects to exercise their rights under any applicable law.

    • Assist ToneTag in meeting its legal obligations in relation to the security of processing, the notification of personal data breaches and (where applicable) any data protection impact assessments.

  5. 5. Intellectual Property:

    The Supplier shall take appropriate steps to safeguard and not infringe any confidential and proprietary information/intellectual property/ technology of ToneTag which come to its knowledge during the course of its business relationship/ dealings with ToneTag. Suppliers must comply with all the applicable laws governing intellectual property rights assertions, including protection against disclosure, patents, copyrights, and trademarks. In case of sub-contracting, sharing of confidential information should be made with the consent of ToneTag.

F. Maintain Accurate Records

Suppliers are expected to create accurate records, and not alter any record entry to conceal or misrepresent the underlying transaction represented by it. All records, regardless of format, made or received as evidence of a business transaction must fully and accurately represent the transaction or event being documented. Records should be retained based on the applicable retention requirements.

G. Management System

  1. In order to monitor all Supplier’s performance against the requirements in this Supplier Code and, where necessary, improve their performance and implement corrective action plans, Suppliers are expected to have management systems in place to strategically address the primary requirements under this Supplier Code, including provisions relating to Human Rights, Workplace and Fair Labour Standards, Anti-Bribery and Corruption, the Environment, and Data Protection.

    1. These systems, subject to review and audit by ToneTag, should include:

      • Policies approved by executive management which detail the Supplier’s commitments and objectives to protecting human rights and the environment and to thwarting bribery and corruption and data breaches.

      • Performance objectives with measures and plans for their implementation.

      • Responsible individuals for each of these areas including those who can facilitate an audit of compliance and/or inspection of Supplier facilities.

    2. Suppliers shall maintain sufficient and accurate records substantiating compliance with the requirements under this Supplier Code including but not limited to a documented process for effective management of and compliance by subcontractors, where retained. Suppliers shall permit ToneTag, reasonable access to such records upon request.

    3. ToneTag reserves all rights to ensure the Supplier’s compliance with this Code through monitoring, independent third-party verification, and audit. ToneTag expects its Suppliers to implement a continuous improvement strategy and will seek to work with its Suppliers in this way.

    4. If a Supplier identifies any areas covered by this Code where their performance has fallen below the requirements laid out, then corrective action plans should be immediately put into place and the shortfall rectified to the reasonable satisfaction of ToneTag’s management.

    5. If any material breaches of the requirements laid out in the Code occur, the Supplier shall immediately inform ToneTag about all facts relating to the incident, including the parties involved and a specific statement as to the nature of the infraction, and provide a written strategic plan to correct this breach. Such action plan shall be subject to approval by ToneTag’s management.

    6. ToneTag reserves the right to immediately terminate its relationship with any Supplier for any Supplier’s breach not addressed to the reasonable satisfaction of ToneTag, where a serious breach occurs and ToneTag is not immediately informed, or where a Supplier’s conduct creates repeat material breaches, or where a Supplier’s breach is so material as to offend this Supplier Code and other applicable ethics and compliance policies of ToneTag.

    7. ToneTag may consider resuming business with a Supplier only after an audit satisfactory to ToneTag has been completed. A plan for sustainable improvement may be required.

    Periodic Review and Evaluation

    ToneTag’s management will monitor the effectiveness of this Code and review its implementation from time to time, considering its suitability, adequacy and effectiveness. ToneTag reserves the right to vary and/or amend the terms of this Code from time to time.

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