Persooa Code of Conduct

The premise behind the creation of Persooa's Code of Ethics and Business Conduct was to set forth principles and guidelines for legal and ethical issues encountered in conducting Persooa's business.

Persooa Mission

At Persooa, we are experts in generating growth from the use of MARTECH AND ADTECH technologies in e-commerce businesses. Our approach is an all-in-one, comprehensive scenario-based implementation approach designed to generate maximum ROI in as little as 90 days

Purpose of this Code

The Code sets forth Persooa‘s standards of ethics and business conduct. It has been prepared to aid you as you go about your daily work. These standards supplement and may go well beyond compliance with laws and regulations including Persooa internal regulations.

We can only succeed if we adhere to a common set of values and standards. It is essential that we each make
a personal commitment and recognize that we are responsible and accountable for understanding and
meeting the standards described in this Code because Persooa‘s success and reputation depend upon the
performance of each of us.

The Code’s foundations are related to our values (https://www.persooa.com/o-nas/code-of-conduct) - they are the groundwork of all that we do, and we each are expected to adopt these values in our day-to-day business activities. Widespread adherence to these values will enhance our long-term success by improving our ability to serve customers, increasing our competitiveness, and promoting our pride in being part of the Persooa team.

The Code describes how we should interact with each other, with other companies, individuals and governments that make up the world in which we operate. Specifically, it addresses three areas:

• Compliance
• Business Practices
• Persooa’s Relationships

We recognize and respect local legal differences in employment, privacy, and other applicable laws. We will comply with regional and local requirements concerning the matters discussed in this Code. If any part of this Code conflicts with applicable local law, the law will prevail.

1.1 Recipients of the Code

The Code applies to all personnel employed by Persooa, including, associates of the company, management and the Board.

Persooa expects from them to:

• Act ethically and with integrity in all business dealings
• Comply with the law, this Code, Persooa policies and business practices
• Report known or potential violations using available reporting channels
• Cooperate with compliance investigations

Further, Persooa expects its managers to:

• Promote and support ethical behavior and business practices that comply with this Code
• Encourage open, honest, and confidential dialogue without retaliation and ensure availability of compliance and ethics resources and support

Compliance

Compliance with Laws, Regulations, and Persooa Policies

We must each operate within the bounds of all laws, regulations, and internal policies applicable to Persooa‘s business, wherever we conduct it. Where local laws are less restrictive than this Code, you must comply with the Code, even if your conduct would otherwise be legal. On the other hand, if local laws are more restrictive than the Code, you must always comply with those laws.

Business Practices 

3.1 Antitrust and Competition Laws

Typically, the countries in which Persooa operates have laws and regulations that prohibit unlawful restraint of trade, usually referred to as antitrust or competition laws. These laws are designed to protect consumers and competitors against unfair business practices and to promote and protect healthy competition. Persooa commits rigorously to observing applicable antitrust or competition laws of all countries or organizations.

Antitrust or competition laws vary from country to country but, generally, such laws prohibit agreements or actions that reduce competition without benefiting consumers. Among those activities generally found to violate antitrust or competition laws are agreements and understandings among competitors to:

• Fix or control prices
• Structure or orchestrate bids to direct a contract to a certain competitor or reseller (bid rigging);
• Boycott specified suppliers or customers
• Divide or allocate markets or customers
• Limit the production or sale of products or product lines for anti-competitive purposes.

Agreements of the type listed above are against public policy and are against Persooa policy. Employees must never engage in discussions of such matters with representatives of other companies. You should report to the Persooa Legal Department any instance in which other companies initiate such discussions.

Unfair methods of competition and deceptive practices are also prohibited. Examples of these include:

• Making false, unclear or misleading representations about Persooa‘s solutions
• Falsely disparaging a competitor or its products
• Making product claims without facts to substantiate them
• Using another company’s trademarks in a way that confuses the customer.

Because of the complexity of antitrust and competition laws, seek advice from the Persooa Legal Department on any related question.

3.2 No Improper Payments

You are prohibited from receiving, offering, promising, authorizing, directing, or making any bribes, kickbacks, or payments of money or anything of value to improperly obtain business or any other advantage for Persooa or yourself.

The above prohibition applies whether such payments go to:

• Government or public international organization employees or officials
• Political parties or candidates for political office
• Business entities partially or wholly owned by government interests
• Privately held commercial companies
• Persooa employees
• Any other third party

Contracts or other arrangements that involve exclusive dealing, tie-in sales, price discrimination, and other terms of sale may be unlawful under applicable antitrust or competition laws. You should not enter such arrangements without the approval of the Persooa Legal Department.

3.3 Economic Boycotts

Persooa does not participate in any economic boycott not sanctioned by the applicable authorities. Persooa and its employees are prohibited from discriminating against or refusing to do business with a country that is the object of an unsanctioned boycott.

Additionally, Persooa and its employees may not furnish information concerning Persooa’s, or any other person’s, business relationships with a boycotted country. If requested to supply any information, take any action, or refrain from taking any action to further or support a boycott of any country, immediately contact the Persooa Legal Department.

3.4 Immigration Law

You must ensure that you, and any employees who work for you, comply with all applicable immigration laws. Persooa employees who travel internationally on business are responsible for obtaining appropriate authorizations including work permits before attempting to enter a host country. Visa and work permit requirements apply to all Persooa employees who travel outside of their home countries for business purposes or who work on projects or international assignments outside of their home country for any duration. Moreover, Persooa prohibits its employees from knowingly allowing contractors or other employees to work on a project without the proper authorization or documentation.

3.5 Confidential information

Persooa expects all employees to comply fully with our security policies and not to provide confidential information. Each employee signing a contract undertakes to respect the rules in this area.

3.6 General Contracting Issues

Persooa requires its employees to compete fairly and ethically for all business opportunities. Employees involved in the sale or the negotiation of agreements, or the delivery of services to customers are expected to understand and honour the terms of Persooa‘s contractual agreements. In addition, each employee must ensure that all statements, communications, and representations to customers are accurate and truthful. Persooa is committed to meeting all of its contractual obligations.

You must obtain all appropriate approvals before executing, modifying, or amending any contracts. Persooa prohibits unauthorized contracts or modifications of contracts, including “side letters” or oral agreements.

Before acquiring any goods or services or making any other commitments on behalf of Persooa, you must ensure that you have spending authority, and you have the required signing authority. If you have the authority to sign documents on behalf of Persooa, you may not delegate this authority to another employee without the approval.

3.7 Government Contracting

Persooa strictly observes the laws, rules, and regulations that govern the acquisition of services by any governmental entity of any country and the performance of government contracts. Activities that may be appropriate when dealing with non-government customers may be improper and even illegal when dealing with government. The penalties of failing to adhere to these laws are severe and include substantial civil and criminal fines and imprisonment, and Persooa could be prohibited from doing business with the government. Persooa employees who deal with any governmental agency, including international organizations, are responsible for learning and complying with all rules that apply to government contracting and interactions with government officials and employees.

No Persooa employee shall attempt to obtain, from any source:

• Procurement-sensitive government information
• Confidential internal government information, such as pre-award; or
• Proprietary information of a competitor, including, for example, bid or proposal information, during a procurement or in any other circumstances where there is reason to believe the release of such information is unauthorized.

If such information is inadvertently communicated to you by another vendor, a consultant, or a government employee, you should promptly contact the Persooa Legal Department.

Persooa employees must strictly observe all laws and regulations regarding classified information.

3.8 Organizational Conflict of Interest (OCI)

Persooa employees must ensure that in performing government contracts there is no actual or potential organizational conflict of interest (OCI) that would provide Persooa unequal access to non-public information or an unfair advantage in a competitive procurement or impair the objectivity of Persooa employees in providing assistance or advice to the government or in performing contract work for the government.

3.9 Post-Government Employment Restrictions

Before engaging in any discussions related to possible employment or entering a business opportunity with a current or former government employee, you must obtain approval from the Persooa Legal Department.

3.10 Anti-Corruption

No one shall give or offer, in a corrupted manner, directly or indirectly, anything of value to a government official to obtain or maintain business or any other advantage for Persooa. It is a violation of the anticorruption laws and other similar international anti-corruption laws to engage in any form of bribery.

3.11 Gifts, Meals, and Entertainment

Government employees and international organizations generally are governed by laws and regulations concerning their acceptance of entertainment, meals, gifts, gratuities, and other things of value from firms and persons with whom those departments and agencies do business. Persooa employees are prohibited both, the giving and receiving of any gifts or any kind of courtesy to (from) government employees or international organizations. An example of such courtesy should also be understood as paying the bill for the dinner

If you have any questions, contact the Persooa Legal Department.

3.12 Personal Political Activity

Persooa encourages employees to participate personally in civic affairs. However, employees must:

• Make all personal political, civic affairs contributions with their own money;
• Conduct any personal political activities on their own personal time;
• Conduct all personal political activities in accordance with applicable laws; and
• Persooa involvement in social activities, which means, among other things, the use of its name, logo, requires a prior decision from the Board.

3.13 Influencing Others

You may not use your position to coerce nor pressure other employees to make political contributions or support candidates or political causes.

3.14 Intellectual Property

Besides its people, Persooa‘s most important assets are its intellectual property rights, including its:

• Copyrights;
• Patents;
• Trademarks; and
• Trade secrets.

We are each responsible for protecting Persooa‘s intellectual property rights by complying with Persooa‘s policies and procedures. Maintaining the confidentiality of Persooa‘s trade secrets and proprietary information is an important element of such protection. This obligation continues even after you leave the employ of Persooa.

We also respect the intellectual property of others. Persooa will provide any software necessary for employees to perform their functions adequately under appropriate licensing agreements with vendors. It is against Persooa policy to use, copy, display, or distribute third-party copyrighted software, documentation, or other materials without permission. For example, you may not post another entity’s copyrighted content to any internal or external web site without first obtaining the necessary approvals. You are not permitted to use or copy software or documentation except to the extent that applicable license agreements allow.

Consult the Persooa Legal Department Web site for relevant policies and guidelines, including:

• Persooa Personal Data Protection policy;
• The content of the contract with employee and co-workers containing the provisions of confidential information and copyright.

3.15 Financial Integrity

Accurate and reliable financial and business records are of critical importance in meeting Persooa‘s financial, legal, and business obligations. Below are some helpful guidelines regarding financial record keeping:

• No documents shall be inappropriately altered nor shall they be signed by those lacking proper authority;
• The handling and disbursement of funds related to an Persooa transaction must be pursuant to a duly authorized Persooa written contract;
• Employees and co-workers making expenses should ensure that accounting documents are provided to the Finance Department in accordance with the principles adopted in Persooa.

Records Retention

Information, data, and materials should be stored, in accordance with Persooa rules and regulations, in a way that prevents access by unauthorized persons.

3.16 Public Disclosures

Persooa must disclose accurate and complete information regarding the results of its operations. We should report financial results and other significant developments fully, fairly, accurately, timely, and understandably. Persooa will not tolerate unauthorized "leaks" or disclosures of corporate information to the press or financial community.

All communications with the press and financial community must be authorized by Marketing Department or the Board.

3.17 Business Courtesies

Furnishing meals, refreshments, entertainment, and event access in conjunction with business discussions with non-government personnel is a commonly accepted practice. You may do so when it is appropriate to the circumstances. Such practices, however, must not violate the standards of conduct of the recipient ‘s organization, any contractual agreement with a customer, or expense rules. You are responsible for familiarizing yourself with any such rules.

Persooa prohibits giving anything of value (including charitable donations or sponsorship of events) directly or indirectly to any private individual, firm, or entity as a means of improperly inducing business. Employees who make, facilitate, and/or approve expenditures for meals, refreshments, or entertainment must use care to ensure that such expenditures are in the ordinary and proper course of business and could not reasonably be construed as bribes or improper inducement.

In any case, business courtesies must be nominal enough not to appear to influence the judgment of the recipient to secure unfair preferential treatment or gain improper advantage. A final test of appropriate business courtesies, even if allowed under the law, is whether public disclosure would be embarrassing to Persooa or the recipient. All donated and received business courtesies that exceed EUR 100 should be reported to the Leader.

3.18 Business Courtesies You May Receive

Gift

Persooa employees generally may accept unsolicited gifts or other business courtesies from actual or potential customers, suppliers, or other business partners provided they are not of material value and are not given with the purpose of influencing one‘s judgment. It is never appropriate to solicit gifts or other courtesies directly or indirectly. If you are offered a gift or other business courtesy of material value from an individual, firm, or representative of a firm who has or seeks a business relationship with Persooa, you must demonstrate that the gift could not be construed as an attempt by the offering party to secure favorable treatment. Persooa recognizes that in some parts of the world gift giving is common practice and not accepting a gift could reflect badly on Persooa. Neither you nor any member of your family may accept any loan, guarantee of loan, or payment from an individual or firm doing or seeking business with Persooa.

Entertainment

You may accept occasional meals, refreshments, or other entertainment appropriate to the circumstances in connection with normal business discussions. Again, it is inappropriate to accept such favours if they are offered solely to influence your business decision. Every employee and co-worker is personally responsible for ensuring that acceptance of any business courtesies, gifts, or entertainment is proper and does not reasonably appear to be an attempt by the offering party to secure favourable treatment.

3.19 Conflicts of Interest

The term conflict of interest describes any circumstance that could cast doubt on an employee ‘s ability to act with total objectivity with regard to Persooa‘s interests. Persooa wants the loyalty of employees towards the company to be natural.

All employees have a duty to avoid financial, business, or other relationships that might be opposed to the interests of Persooa or might cause a conflict with the performance of their duties. Employees should conduct themselves in a manner that avoids even the appearance of conflict between their personal interests and those of Persooa.

Conflict of interest situations may arise in many ways. Examples of improper actions by Persooa employees and co-workers when acting in conflict with Persooa include, but are not limited to, the following:

• employment by a competitor, regardless of the nature of the employment, while employed by Persooa
• placement of business with any company in which an employee, or any member of the employee ‘s family or partner, has a substantial ownership interest or management responsibility
• representing Persooa through an employee in negotiations with a company in which the employee, his family member or partner has shares
• ownership of, or substantial interest in, a company that is a competitor with or a supplier of Persooa
• acting independently as a consultant to Persooa competitor, customer, or supplier
• engaging in any activity or employment that interferes with or detracts from an employee ‘s work at Persooa, or requires an employee to disclose Persooa proprietary information
• service on a board of directors or as an advisor to an actual or potential competitor, customer, partner, or supplier of Persooa
• any form of support for a partner, supplier or candidate applying for a job at Persooa that could affect his advantage over other competitors in order to increase his chances of being selected
• employee involvement in the recruitment or employment process of his family member or partner, as well as being dependent on employees who are related or being in a partner relationship

Sometimes a conflict of interest will develop accidentally or unexpectedly, and the appearance of a conflict of interest can also easily arise. If you feel that you have a conflict, actual or potential, report all pertinent details to your manager. The presence of a conflict does not necessarily mean that the proposed activity will be prohibited. Your responsibility is to fully disclose all aspects of the conflict to your manager and remove yourself entirely from the decision-making process.

Additionally, if you observe any situation involving another employee and in your opinion, it is, or may be, a conflict of interest, report the situation to your manager.

3.20 Charitable Donation

We are committed to using our knowledge and resources to advance education in innovative ways, promote diversity, enrich the life of communities, and protect the environment.

Persooa does not make charitable donations to close deals or seek favour from decision makers. It is possible, however, for business units to support non-profit organizations, as long as they approach it as part of an ongoing, positive business relationship and not to close business or otherwise secure favourable treatment and decisions affecting Persooa

3.21 Protecting Confidential

You are required to protect confidential information to which you have access in connection with your Persooa employment. Persooa’s personal data protection policy governs the collection, use, transfer, and security of employee data, customer and prospect data, and data Persooa may access in connection with services. You are required to abide by these policies when collecting or processing the relevant personal information.

All information related to Persooa‘s business that is not public should be considered confidential. Confidential information includes:

• Software and other inventions or developments (regardless of the stage of development);
• Marketing and sales plans
• Competitive analyses
• Product development plans
• Pricing
• Potential contracts, mergers, or acquisitions
• Business and financial plans or forecasts; and
• Employee information.

In addition, information concerning Persooa’s customers, partners, prospective customers, and vendors that was provided to Persooa in confidence is considered confidential information

Your obligation to protect company’s confidential information and personal information continues after the end of your employment with Persooa. Moreover, just as we expect employees to abide by their obligations not to disclose this information after they leave, we expect employees to abide by their obligations to protect the confidential information of their former employers. No confidential information obtained during or as a result of your work with former employers should be brought to Persooa or used in any form in your work at Persooa.

3.22 Social Media

As a company, we encourage communication among our employees, customers, partners, and others - blogs, social networks, discussion forums, websites, video, and other social media can be a great way to stimulate conversation and discussion.

It is particularly important to remember the applicable rules in this area. The following principles are a collection of good practices that should be followed by Persooa employees whenever they are active on social media platforms as representatives of Persooa:

• All activities undertaken by Persooa employees in social media regarding professional activities should be aligned with Persooa's current strategy and mission. Persooa employees must also be aware that content posted on social media regarding their personal lives may be publicly available, which may affect their personal branding and Persooa's overall reputation
• Each employee bears personal responsibility for any content posted on social media as well as for their own safety. We recommended that you use privacy settings and platforms with the highest level of security on your personal profiles
• Employees who mention Persooa products and services, etc. on social media should remain fully transparent and should not conceal the fact that they are employees of Persooa
• Any content published on social media by an employee of Persooa may not violate the rules of confidentiality of information or business secrets and may not be in breach of the law on disclosure of financial information. Employees may not disclose confidential information or company secrets regarding either Persooa or its clients, partners, investors or any third party that has disclosed confidential information or who has provided information without explicit consent for social media publication. In case of any doubts as to whether information may be made publicly available, please contact the Marketing Department or the Legal Department
• Employees may not post content that may violate the personal rights of other companies on social media. Do not use, among other things, logos or trademarks of companies that have not given their explicit consent for such use
• Any comments, opinions, facts, or publications that Persooa employees post on social media should be communicated professionally, truthfully and with respect for intellectual property if applicable
• Publications on official Persooa messages, including posts and publications that arise on request and in cooperation with journalists should always be reviewed and approved by the Marketing Department.
• At the same time, the only persons authorized to speak as a company spokesperson are:
  

  Arkadiusz Seredyn – Chief Executive Office
  Michał Szewczyk – Chief Technology Officer
  Remigiusz Wojtczak – Chief Sales Officer

• Publishing content discriminating against any national, ethnic, religious, or sexual minorities etc. is strictly prohibited.

Any doubts regarding the right to speak on social media and the scope of topics discussed should be consulted with the Marketing Department. Additionally, if any employee of Persooa's finds that he or she has violated the above rules, that employee should inform the Legal Department and Marketing Department about this fact. We also encourage employees to report cases where offensive or inaccurate content about Persooa appears on social media.

3.23 Use of Persooa Resources

We use a number of company assets and resources to perform our jobs. These include Persooa facilities, computers, telephones, and email. It is critical that each of us fully understands the requirements for appropriate use of these resources.

It is required to comply with the rules of using the company's resources, in particular:

• Personal use of Persooa resources
• Securing connections to the Persooa network
• Use of passwords and prevention of viruses
• Protection of confidential information.

Persooa may employ security procedures at its offices to monitor and maintain security, including the use of closed-circuit television. Also, use of Persooa computers, systems, and resources may be monitored to the extent permitted by applicable law.

In addition, Persooa requires its employees to always comply with Persooa’s information and physical security policies. Upon leaving employment with Persooa, all Persooa property – including badges, computer equipment, software, handbooks, and internal documents – must be returned to Persooa.

Persooa relationships

4.1 Persooa and Its Employees

We encourage you to express ideas for improving the workplace and any concerns you may have about the workplace or specific job-related problems. We will not retaliate nor tolerate retaliation against any employee who raises an issue, complaint, or concern in good faith. Our goal is to deal fairly and equitably with each employee.

4.2 Diversity

Persooa affirms the principle of equal employment opportunity without regard to any protected characteristic, including but not limited to: race, religion, national origin/ancestry, colour, gender, age, disability, pregnancy, marital status, sexual orientation.

We practice and promote such policies in all locations as appropriate under the law. We affirm this principle of freedom from discrimination in all aspects of the employment relationship, from recruitment and hiring, through performance evaluations, compensation, and promotions, to the end of your employment relationship with Persooa.

We base personnel actions strictly on individual ability, performance, experience, and company need. We avoid actions influenced by personal relationships and discriminatory practices of any kind. Our goal is to compensate personnel – with wages, salaries, and other benefits – in relation to their responsibilities, performance, and service

4.3 Harassment

Persooa‘s policy is to provide a work environment free from harassment. Persooa prohibits harassment in any form, whether physical, verbal, or non-verbal. Report instances of harassment in accordance with Anti-abuse Policy

4.4 Health and Safety

We are committed to protecting the health and safety of our employees and visitors. Our policy is to maintain our offices and run our business operations in a manner that does not jeopardize the occupational health and safety of employees. Compliance with health and safety laws and Persooa policy is expected of all employees.

4.5 Persooa and Its Suppliers, Partners

We maintain open and frank business dealings with our suppliers, partners and strive to develop mutually advantageous relationships. By building partnerships, we can become a global company. We expect our suppliers, partners to adhere to high ethical standards and to avoid engaging in any activity that involves even the appearance of impropriety. We expect our suppliers, partners to comply with all applicable laws and regulations and to ensure that all goods and services provided by them conform to all applicable legal standards.

Every Persooa employee should take care of customer and partner satisfaction.

4.6 Communities

Persooa is committed to using our technology and resources to advance education in innovative ways, promote diversity and enrich the life of communities.

5. ENFORCEMENT

The strength of Persooa is its people. Persooa is fortunate to have a talented group of employees throughout the world. We trust that each of you will recognize that we must adhere to the standards of this Code and uphold Persooa‘s business values if we would like to be leaders in our industry.

Though we are confident that we can count on every member of the Persooa team to do his or her part, we would be remiss if we did not state categorically that deviations from our policies or business conduct standards will not be tolerated.

Any Code of Ethics and Business violations should be reported in accordance with our Anti-abuse policy.