HomeVendor Code of Conduct

Vendor Code of Conduct

Vendor Code of Conduct

(Version 1 dated February 23, 2024)

The below vendor code of conduct (“Vendor CoC”) shall be applicable to all Vendors (defined below) of Tesseract (defined below). This Vendor CoC is subject to the terms and provisions of any written contract executed between the Vendor and Tesseract and/ or any purchase order issued by Tesseract to the Vendor (“Written Documentation”). In the event of any conflict between the terms of this Vendor CoC and the terms of the Written Documentation, the terms of the Written Documentation will prevail to the extent of such conflict.

This Vendor CoC is comprised of the following sections and provisions:

Introduction

Tesseract Imaging Limited (referred to as “Tesseract”, “we” or “us”) is committed to conducting business ethically and in compliance with all applicable laws and regulations with respect to all our operations. We believe that Vendors are an integral part of our ecosystem and are committed to treating all Vendors ethically, respectfully, and with integrity.

In return, Tesseract expects all Vendors to conduct themselves similarly in all their business dealings. This document details our expectations of all Vendors and is adopted in conjunction with the Jio Platform Limited Anti-Bribery & Anti-Corruption Policy (“JPL ABAC Policy”) adopted by Jio Platforms Limited (“JPL”) and applicable to JPL and all its subsidiaries including Tesseract.

Tesseract expects Vendors and Tesseract Employees (defined below) to conduct their business transactions with integrity, honesty, fair-dealing and transparency and to uphold the ethical values set forth in this Vendor CoC. Tesseract applies a zero-tolerance policy towards any violations of this Vendor CoC by a Vendor or Tesseract Employee.

To Whom This Vendor CoC Applies

This Vendor CoC applies to all individuals and organizations that provide any goods, services, or manpower to, for, or on behalf of Tesseract, including but not limited to suppliers, business partners, licensors, contractors and sub-contractors, intermediaries, consultants, representatives, agents and advisers, and their employees, directors, agents and affiliates (collectively, “Vendors”).

All Tesseract directors, officers, employees (whether permanent, fixed-term, casual or temporary), interns, trainees, seconded staff and personnel resources provided by third parties on a contractual basis working for Tesseract (“Tesseract Employee(s)”) are further bound by this Vendor CoC and Tesseract’s Employee Handbook as a condition of their employment with Tesseract.

Vendor-Tesseract Business Conduct

Tesseract holds both Tesseract Employees and Vendors to the highest standard of business integrity and ethics. As such, Tesseract Employees are prohibited from soliciting or receiving any loan, Gift (defined below), donation or other payment, directly or indirectly, whether in cash or in kind, to or for the personal benefit of any Tesseract Employee or their family members.

  1. No Gifts to Tesseract EmployeesAll Vendors (including its directors, employees, agents, representatives) are prohibited from offering, agreeing to, or making any loan, Gift, donation or other payment, directly or indirectly, whether in cash or in kind, to or for the personal benefit of any Tesseract Employee or members of their family, in connection of any goods or services offered, provided, supplied to or purchased from Tesseract and its affiliates.
  2. Reporting of Violations.If a Vendor is made aware of any violation of the above prohibition on Gifts to a Tesseract Employee – whether such violation is by the Vendor or by a Tesseract Employee – without prejudice to any existing business relationship between the Vendor and Tesseract, the Vendor is obligated to provide all relevant details (in confidence) via email to: grievance@tesseract.in. All reports shall be treated confidentially and anonymously. Subject to the good faith disclosure and cooperation by the Vendor and an internal investigation by Tesseract, any report of a violation of this Vendor CoC by the Vendor shall not prejudice the Vendor-Tesseract business relationship.

Anti-Bribery & Anti-Corruption Policy

Tesseract is committed to doing business in compliance with all applicable laws and regulations and has a zero-tolerance policy to a Vendor’s non-compliance with this Vendor CoC or applicable Anti-Corruption Laws.

  • What Anti-Bribery & Anti-Corruption Laws apply to a Vendor under this Vendor CoC?

All applicable laws and regulations in any jurisdiction concerning bribery, corruption or money laundering that apply to Tesseract (“Anti-Corruption Laws”), including but not limited to the Prevention of Corruption Act, 1988 (India), or any other laws for the time-being in force.

 

  • What is a “Bribe”?

A “Bribe” or “Bribery” is any inducement, payment, reward or advantage offered, promised, provided, or authorized to be provided, directly or indirectly, to any person or entity with the intent to improperly influence the recipient to take any action, or abstain from taking any action, that would result in a commercial, contractual, regulatory or personal advantage. This includes:

  • “Kickbacks”— monetary or non-monetary rewards intended as compensation for the favorable treatment of a party in connection with the securing of commercial agreement.
  • “Facilitation Payments”— monetary or non-monetary Gifts that are made to Government Officials to expedite the performance of non-discretionary tasks such as providing a permit, visa, or other government services.
  • “Hospitality”— business courtesies such as meals, refreshments, invitations or tickets to recreational, cultural or sports events or venues and any travel or accommodation.
  • “Gifts”— anything of value in the form of cash or non-cash items, favors, business contracts, Kickbacks, Hospitality, Facilitation Payments, offers of employment, payment or reimbursement of travel expenses, charitable donations, social contributions that are offered to the government official, employee or representative acting in an official capacity on behalf of a government (“Government Official”) or members of their family or to Tesseract Employees or their respective family members.
  • What is “Corruption”?

“Corruption” is any unlawful or improper behavior that seeks to gain an advantage through illegitimate means, including Bribery, fraud, extortion, collusion, embezzlement and money laundering.

  • Are all Gifts to/from Tesseract Employees prohibited?

No. This Vendor CoC does not prohibit providing or accepting items of nominal value such as calendars, pens, mugs, books, bouquets of flowers, packs of sweets or dry fruits (e.g., during the Christmas, Diwali or Eid period), or other modest gifts in the ordinary course of business.

However, Tesseract Employees and Vendors are required in all cases to assess whether Gifts or Hospitality are appropriate in the circumstances and consistent with this Vendor CoC.

Gifts and/or Hospitality are deemed acceptable under this Vendor CoC if:

  • They are not lavish or otherwise inappropriate in the context of a business relationship.
  • They have secured prior approval from Tesseract’s management (in consultation with JPL) for Gifts or Hospitality with a value greater than INR 1,000 (USD $14.00).
  • The Gifts or Hospitality comply with applicable law.
  • The Gifts do not include cash or cash equivalents (e.g., gift cards or vouchers).
  • They are given openly without any appearance of impropriety.
  • They are permitted under this Vendor CoC and Code of Conduct of JPL.
  • What are the Vendor’s Obligations under the Anti-Bribery & Anti-Corruption Policy?

Tesseract has a zero-tolerance policy with respect to any form of Bribery or Corruption. We do not permit such actions, nor do we allow Vendors acting on our behalf to engage in any form of Bribery or Corruption. Vendors are:

  • Prohibited from directly or indirectly offering, promising, authorizing or paying Bribes in any form on behalf of Tesseract, including Government Officials, private persons, customers, or their representatives.
  • Required to implement monitoring and enforcement procedures to ensure compliance with all Anti-Corruption Laws.
  • Raise invoices and claims in line with the agreed services and supplies along with all supporting documentation.
  • Perform all business dealings ethically and transparently and maintain accurate details of the same in the Vendor’s books and records.
  • Adhere to all other applicable terms and conditions in the JPL ABAC Policy.

Conflicts of Interest

A “Conflict of Interest” between a Vendor and Tesseract arises in situations where a Tesseract Employee or their family members may have an interest of any kind in the Vendor’s business, whether through personal relationships, investments, directorships, or any kind of economic ties with the Vendor.

In the event of any Conflict of Interest arising at the time of prior, during or after the business engagement, Vendors are required to promptly disclose (in confidence) any actual or perceived conflict of interest to Tesseract via email: grievance@tesseract.in

Political Contributions

“Political Contributions” include any use of corporate funds, resources, or facilities to support a Government Official, politician, or political organization, party, candidate, campaign, or initiative. All Political Contributions on behalf of Tesseract are prohibited and may only be made where they are permitted by applicable law and approved in advance by Tesseract’s management (in consultation with JPL).

Tax Compliance

Vendors must comply with all applicable (national as well as international) laws and regulations related to tax compliance, including having reasonable procedures in place to prevent tax evasion or the facilitation of the same by Vendors or their associates.

Third Party Vendor Intermediaries

In the event a Vendor engages any third party to provide services/goods to Tesseract (“Vendor Intermediary”), the Vendor shall ensure that the Vendor Intermediary complies with this Vendor CoC and does not indulge in any activity that violates the terms of this Vendor CoC. The Vendor shall be responsible to monitor compliances by the Vendor Intermediary and determine that they are in accordance with all applicable laws and regulations.

Confidentiality of Information

Vendors are required to protect any information disclosed to the Vendor, whether oral, electronic or in writing in any tangible or intangible form, that is either designated as “confidential” or would reasonably be understood to be confidential given the nature of the information or the circumstances of its disclosure to the Vendor (“Confidential Information”). Vendors must adopt and maintain reasonable protections to safeguard and protect the security and confidentiality of all personal, proprietary and Confidential Information the Vendor receives, processes or gains access by or on behalf of Tesseract. Subject to any contractual agreement between Tesseract and the Vendor, the Vendor is required to ensure that such Confidential Information is not used for any advantage, gain or purpose without Tesseract’s express prior written approval.

Data Privacy and Data Protection

Tesseract complies with all applicable data protection laws and contractual requirements and is committed to uphold the highest data protection and privacy standards with respect to all Vendor data and Personally Identifiable Information (“PII”). “PII” means any information that can be used to distinguish or trace an individual’s identity, either alone or when combined with other personal or identifying information that is linked or linkable to a specific individual.

Tesseract expects our Vendors to adhere to similar standards. All Vendors must comply with obligations under applicable data protection laws or contractual requirements and ensure adequate measures are implemented to address technical and organizational security measures, data access rights, transfer of data and retention of data, while processing personal data owned, controlled and managed by Tesseract. Vendors shall inform Tesseract of any instance of a data breach within 12 hours of discovery of such breach via email: itsecurity@tesseract.in

Any PII submitted by the Vendor to Tesseract shall be dealt in accordance with the applicable data protection laws and the Privacy Policy of Tesseract available at https://www.tesseract.in/privacy-policy (“Privacy Policy”). By submission of any PII to Tesseract, the Vendor hereby provides his/ her consent to Tesseract to use such information in accordance with the provisions of the Privacy Policy.

Intellectual Property

The Vendor shall take all steps to adhere to the intellectual property rights of Tesseract including but not limited to Tesseract’s copyrights, patents, trade secrets, and trademarks. Subject to the terms of any Written Documentation, any use of Tesseract’s intellectual property by the Vendor is subject to Tesseract’s prior written approval.

Tesseract Logo, Brand Name & Media Rights

Vendors shall not use Tesseract’s brand name, logo or any other visual elements implying or representing Tesseract without prior written approval of Tesseract.

Vendors shall not make any comments about their engagement with Tesseract in the public or media or to any third party without prior approval from Tesseract. The specific content of any media report and/or comments and details of usage shall be shared for approval with Tesseract.

Vendor Compliance & Notice Requirements

All Tesseract Vendors, their employees, agents and sub-contractors are required to fully comply with this Vendor CoC when conducting business with, or on behalf of Tesseract. Vendors must further comply with all applicable national and/or local laws and regulations, treaties and industry standards including, but not limited to, those related to labor, immigration, health and safety and the environment. All Vendors are expected to self-monitor their compliance with this Vendor CoC.

Any facts or circumstances which are likely to lead to your inability to meet the requirements and expectations of this Vendor CoC should be reported immediately to Tesseract via email to: grievance@tesseract.in  

Vendors are required to promptly inform Tesseract via email to grievance@tesseract.in when any situation or circumstance arises that causes, or would reasonably expect to cause, the Vendor, their employees, affiliates, or representatives to be in violation of this Vendor CoC.

In the event of any non-compliance to the requirements of this Vendor CoC or breach of Written Documentation, Tesseract reserves its rights and retains the sole discretion to exercise any rights under this Vendor CoC, any relevant contract and/or local laws and regulations.

Enforcement of this Vendor CoC

If a Vendor is found to be in violation of the requirements of this Vendor CoC, we will expect the Vendor to inform us immediately and remedy any such violation in a timely and sensitive manner. Failure by a Vendor to do so may lead to a review or termination of our relationship. Specific terms for non-compliance with this Vendor CoC will generally be covered within the Written Documentation.

The failure or omission by Tesseract to insist upon strict performance and compliance with any of the provisions of this Vendor CoC at any time shall not be construed as a waiver of Tesseract’s rights under this Vendor CoC, the Written Documentation, at law, or in equity.

Miscellaneous

This Vendor CoC and any of the specific terms contained in it are subject to updates and modifications by Tesseract from time to time at its sole discretion.

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