CODE OF CONDUCT POLICY

SECTION 1 - PURPOSE AND GUIDING PRINCIPLES

1.1 Policy Objectives

1.1.1 This Code of Conduct establishes:

(a) Professional behavior and ethical standards expected of all employees

(b) Core values guiding employee conduct and decision-making

(c) Prohibited activities and misconduct categories

(d) Anti-corruption and bribery obligations

(e) Conflict of interest identification and management

(f) Consequences for violations

1.2 Core Values

1.2.1 All employees are expected to embody:

(a) Integrity: Honesty, truthfulness, and ethical behavior in all dealings

(b) Professionalism: Maintaining high standards of work quality and conduct

(c) Respect: Treating all persons with dignity and courtesy

(d) Accountability: Taking responsibility for actions and decisions

(e) Collaboration: Working cooperatively toward shared objectives

(f) Compliance: Following all laws, regulations, and Company policies

1.3 Scope and Applicability

1.3.1 This Code applies to:

(a) All employees regardless of position, level, or work location

(b) Conduct during work hours and outside work hours if affecting Company

(c) Conduct at Company premises, client sites, and remote locations

(d) Business travel, Company events, and client interactions

(e) Online conduct including social media when representing Company

SECTION 2 - PROFESSIONAL CONDUCT STANDARDS

2.1 General Professional Behavior

2.1.1 Employees must:

(a) Maintain highest standards of professional conduct at all times

(b) Act with honesty, integrity, and good faith in all business dealings

(c) Comply with all provisions of Employment Policy Manual and procedures

(d) Follow lawful and reasonable instructions from authorized supervisors

(e) Represent Company professionally and ethically

(f) Exercise sound judgment and discretion in business matters

(g) Uphold Company reputation and brand image

2.2 Compliance with Laws and Regulations

2.2.1 Employees shall:

(a) Comply with all applicable laws, regulations, and statutory requirements

(b) Not engage in any illegal activities or criminal conduct

(c) Report suspected violations of law to appropriate authorities

(d) Cooperate fully with legal investigations and audits

(e) Not obstruct or interfere with regulatory inspections

(f) Seek guidance from legal team when uncertain about legal compliance

2.3 Respect and Dignity in Workplace

2.3.1 Employees must:

(a) Treat colleagues, clients, vendors, and visitors with respect and dignity

(b) Not discriminate based on gender, religion, caste, disability, age, or any protected characteristic

(c) Maintain professional demeanor in all interactions

(d) Foster inclusive and collaborative work environment

(e) Value diversity and different perspectives

(f) Communicate respectfully and constructively

SECTION 3 - EMPLOYEE DUTIES AND RESPONSIBILITIES

3.1 Primary Work Obligations

3.1.1 Employees shall:

(a) Perform assigned duties faithfully, diligently, and to best of ability

(b) Maintain quality standards and meet performance expectations

(c) Meet project deadlines and honor commitments

(d) Follow established procedures, workflows, and protocols

(e) Exercise reasonable care, skill, and judgment in work performance

(f) Take initiative and demonstrate problem-solving abilities

(g) Continuously improve skills and knowledge relevant to role

3.2 Attendance and Punctuality

3.2.1 Employees must:

(a) Report to work on time as per assigned schedule

(b) Mark attendance daily through approved systems (biometric, HRMS, etc.)

(c) Inform supervisor immediately if unable to report to work

(d) Apply for leave in advance through proper channels

(e) Not leave workplace during working hours without permission

(f) Return from breaks and lunch within allotted time

(g) Maintain acceptable attendance record as per Attendance Policy

3.3 Cooperation and Teamwork

3.3.1 Employees shall:

(a) Cooperate with colleagues and support team objectives

(b) Share knowledge, information, and expertise as required for projects

(c) Participate actively in meetings, training, and team activities

(d) Assist in onboarding and mentoring new team members

(e) Provide constructive feedback and accept feedback professionally

(f) Not engage in activities that disrupt team cohesion or morale

(g) Resolve conflicts through appropriate channels

3.4 Use of Company Property and Resources

3.4.1 Employees must:

(a) Use Company property, equipment, and resources only for authorized business purposes

(b) Exercise reasonable care in handling Company assets

(c) Not misuse, damage, waste, or steal Company property

(d) Report loss, theft, damage, or malfunction of Company property immediately

(e) Return all Company property promptly upon separation

(f) Not use Company resources for personal business or gain

(g) Obtain authorization before removing Company property from premises

3.5 Client and Customer Relations

3.5.1 When interacting with clients, employees must:

(a) Maintain professional, courteous, and respectful behavior

(b) Respond promptly to client communications and inquiries

(c) Not make unauthorized commitments or promises to clients

(d) Escalate client issues through proper channels

(e) Protect client confidential information

(f) Not accept personal benefits or gifts from clients (see Section 5)

(g) Represent Company capabilities and services accurately

SECTION 4 - ANTI-CORRUPTION AND BRIBERY

4.1 Zero Tolerance for Corruption

4.1.1 Company has zero tolerance policy for:

(a) Bribery, corruption, and unethical business practices

(b) Facilitation payments and kickbacks

(c) Any form of improper influence or inducement

4.1.2 Employees acknowledge that corruption undermines business integrity and violates Indian law including Prevention of Corruption Act, 1988.

4.2 Prohibition on Bribery

4.2.1 Employees shall NOT:

(a) Offer, give, promise, or authorize bribe to any person

(b) Solicit, request, accept, or agree to accept bribe from any person

(c) Give or receive anything of value to improperly influence business decisions

(d) Make payments to government officials to secure business advantage

(e) Offer bribes through third parties, agents, or intermediaries

(f) Accept bribes on behalf of Company or personally

4.2.2 "Bribe" includes:

(a) Cash payments or cash equivalents

(b) Gifts, entertainment, or hospitality beyond reasonable business courtesy

(c) Loans, guarantees, or financial advantages

(d) Employment offers or business opportunities

(e) Political or charitable contributions made to influence

(f) Any item of value offered or received to gain improper advantage

4.3 Prohibition on Facilitation Payments

4.3.1 Employees shall NOT make facilitation payments:

(a) Small payments to government officials to expedite routine actions

(b) "Speed money" or "grease payments" for approvals or services

(c) Payments to avoid delays in administrative processes

4.3.2 If employee faces demand for facilitation payment:

(a) Politely decline and seek alternative lawful solution

(b) Escalate to supervisor and legal/compliance team immediately

(c) Document the demand and circumstances

(d) Do not make payment even if routine process is delayed

4.4 Prohibition on Kickbacks

4.4.1 Employees shall NOT:

(a) Accept kickbacks from vendors, suppliers, or contractors

(b) Provide kickbacks to clients or customers

(c) Engage in any scheme involving secret commissions or payments

(d) Divert Company business to parties offering personal benefits

(e) Influence procurement or vendor selection for personal gain

4.5 Dealing with Government Officials

4.5.1 When interacting with government officials, employees must:

(a) Exercise heightened caution and strict compliance

(b) Not offer or provide anything of value to influence decisions

(c) Ensure all gifts, hospitality, or donations comply with laws

(d) Obtain pre-approval from legal team for interactions involving payments

(e) Maintain accurate records of all government interactions

(f) Comply with Prevention of Corruption Act and applicable anti-corruption laws

4.6 Reporting Corruption and Bribery

4.6.1 Employees must immediately report to Ethics Committee or legal team:

(a) Any request for bribe, kickback, or facilitation payment

(b) Suspected corruption or unethical practices

(c) Offers of improper benefits

(d) Concerns about third-party agents or intermediaries

(e) Any pressure to engage in corrupt practices

4.6.2 Reporting:

(a) Can be done anonymously through ethics hotline

(b) Will be investigated promptly and confidentially

(c) No retaliation for good faith reporting

SECTION 5 - GIFTS AND ENTERTAINMENT

5.1 Gifts from External Parties

5.1.1 Employees may accept gifts from vendors, clients, or business partners only if:

(a) Value does not exceed ₹5,000 (Rupees Five Thousand)

(b) Given in context of business relationship, not to influence decisions

(c) Occasional and not frequent or lavish

(d) Transparent and disclosed to supervisor

(e) Consistent with reasonable business courtesy

5.2 Mandatory Gift Disclosure

5.2.1 Employees MUST disclose to immediate supervisor within 3 working days:

(a) Any gift valued above ₹5,000 received from business contacts

(b) Multiple gifts from same party exceeding ₹5,000 in aggregate over 12 months

(c) Any gift that could be perceived as influencing business decisions

(d) All gifts received during active procurement or vendor selection processes

5.2.2 Disclosure should include:

(a) Name of gift giver and their organization

(b) Description and estimated value of gift

(c) Occasion or context of gift

(d) Any ongoing business relationship with gift giver

5.2.3 Management may require employee to:

(a) Return gift to giver with polite explanation

(b) Donate gift to charity

(c) Turn gift over to Company

5.3 Gifts During Procurement or Negotiations

5.3.1 Employees involved in procurement, vendor selection, or contract negotiations shall NOT accept:

(a) Any gifts from vendors or bidders during selection process

(b) Gifts from parties participating in active negotiations

(c) Gifts that could influence or appear to influence decisions

5.3.2 This prohibition applies from start of procurement process until contract is finalized and for 6 months thereafter.

5.4 Cash Gifts Strictly Prohibited

5.4.1 Employees shall NOT accept:

(a) Cash in any amount

(b) Cash equivalents (gift cards, vouchers, cheques, digital payments)

(c) Loans or financial assistance from business contacts

(d) Discounts or preferential pricing not available to general public

5.4.2 Exception: Token cash gifts (under ₹500) on cultural festivals (Diwali, Eid, etc.) from long-standing clients may be accepted with disclosure.

5.5 Business Entertainment and Hospitality

5.5.1 Employees may accept or provide business entertainment if:

(a) Reasonable in value and appropriate for business relationship

(b) Occasional, not frequent or excessive

(c) For legitimate business purpose (relationship building, negotiations)

(d) Transparent and can withstand public scrutiny

(e) Does not create obligation or expectation of reciprocation

5.5.2 Examples of acceptable entertainment:

(a) Business meals and refreshments

(b) Industry conferences, seminars, training events

(c) Sporting events, cultural events if business-related

(d) Client appreciation events

5.5.3 Employees must decline entertainment that is:

(a) Lavish or extravagant relative to business context

(b) At inappropriate venues (adult entertainment, etc.)

(c) Designed to improperly influence business decisions

(d) Creating personal obligation or discomfort

5.6 Giving Gifts on Behalf of Company

5.6.1 When providing gifts to clients or business partners on Company's behalf:

(a) Obtain approval from supervisor or management

(b) Ensure gifts are reasonable, appropriate, and within budget

(c) Maintain records and receipts for expense reporting

(d) Ensure gifts comply with recipient's organization policies

(e) Not use gifts to improperly influence business decisions

SECTION 6 - CONFLICT OF INTEREST

6.1 Definition and Obligation to Avoid

6.1.1 Conflict of interest occurs when:

(a) Employee's personal interests interfere with Company interests

(b) Employee's judgment or objectivity is compromised

(c) Employee has competing loyalty or obligation

(d) Employee's actions benefit themselves at Company's expense

6.1.2 Employees must:

(a) Avoid situations creating actual or apparent conflict of interest

(b) Disclose potential conflicts promptly when they arise

(c) Not place personal interests above Company interests

(d) Recuse themselves from decisions where conflict exists

6.2 Financial Interest in Competing or Related Businesses

6.2.1 Employees shall NOT without disclosure and approval:

(a) Own significant financial interest (>5% equity) in competing business

(b) Have financial stake in Company suppliers, vendors, or contractors

(c) Have financial interest in clients if involved in business dealings

(d) Invest in businesses that compete with or transact with Company

(e) Own businesses that provide services similar to Company's offerings

6.2.2 "Financial interest" includes:

(a) Ownership shares, stock options, equity

(b) Partnerships or joint ventures

(c) Board membership or advisory roles (paid or unpaid)

(d) Loans or credit extended to/from business

6.3 Outside Employment and Business Activities

6.3.1 Employees shall NOT without prior written approval:

(a) Engage in outside employment or consulting that conflicts with duties

(b) Work for competitors or clients of Company

(c) Operate business competing with or similar to Company

(d) Accept directorship in other companies

(e) Provide services through personal business that Company also provides

6.3.2 See Moonlighting/Dual Employment Policy for comprehensive restrictions.

6.4 Personal Relationships and Family Employment

6.4.1 Employees must disclose:

(a) Close personal relationships with colleagues, subordinates, or supervisors

(b) Family members (spouse, children, parents, siblings) employed by Company

(c) Family members employed by competitors, clients, vendors, or partners

(d) Romantic relationships with colleagues that may affect work environment

6.4.2 If personal relationship creates or may create conflict:

(a) Disclosure to HR is mandatory within 15 days

(b) HR may implement measures such as:

• Separating reporting relationships
• Removing from decision-making affecting related party
• Transferring one party to different team or project
• Other appropriate safeguards

6.5 Vendor and Supplier Relationships

6.5.1 Employees involved in procurement or vendor management shall NOT:

(a) Select vendors in which employee has financial interest

(b) Award business to family members' companies

(c) Accept gifts or benefits from vendors (see Section 5)

(d) Have side business arrangements with Company vendors

(e) Influence vendor selection for personal benefit

6.5.2 Must disclose to management:

(a) Any relationship with vendors or suppliers

(b) Family members working for vendors

(c) Prior employment with current Company vendors

(d) Any situation that could affect objectivity in vendor dealings

6.6 Use of Company Position for Personal Gain

6.6.1 Employees shall NOT:

(a) Use Company name, position, or resources for personal business

(b) Leverage Company relationships for personal financial advantage

(c) Divert Company business opportunities to personal ventures

(d) Use confidential Company information for personal trading or investment

(e) Exploit Company reputation to gain personal benefits

(f) Use Company equipment, facilities, or supplies for personal business

6.7 Disclosure and Management of Conflicts

6.7.1 If conflict of interest arises or is discovered, employee must:

(a) Immediately disclose in writing to immediate supervisor and HR

(b) Provide full details of nature and extent of conflict

(c) Recuse themselves from related decisions pending review

(d) Cooperate with management in implementing safeguards

(e) Follow management's directives to resolve conflict

6.7.2 Failure to disclose conflicts:

(a) Constitutes serious misconduct

(b) May result in termination

(c) May require disgorgement of improper benefits received

SECTION 7 - PROHIBITED WORKPLACE CONDUCT

7.1 Dishonesty and Fraud

7.1.1 Employees shall NOT:

(a) Engage in dishonest, fraudulent, or deceitful conduct

(b) Misrepresent facts to Company, clients, colleagues, or authorities

(c) Falsify records, reports, documents, or data

(d) Make false expense claims or timesheet entries

(e) Forge signatures or alter documents

(f) Conceal material information that should be disclosed

(g) Provide false information in background verification or applications

7.2 Theft and Misappropriation

7.2.1 Employees shall NOT:

(a) Steal or misappropriate Company property or assets

(b) Unauthorized use or taking of Company funds, equipment, or resources

(c) Accept, retain, or misuse client payments or property

(d) Remove Company property without authorization

(e) Assist others in theft or misappropriation

(f) Misuse corporate credit cards or expense accounts

7.3 Insubordination

7.3.1 Employees shall NOT:

(a) Refuse to follow lawful and reasonable instructions from supervisors

(b) Show gross disrespect or insolence toward management or colleagues

(c) Deliberately disobey Company policies, rules, or procedures

(d) Incite others to disobey instructions or policies

(e) Undermine management authority

(f) Engage in acts of defiance or rebellion

7.4 Workplace Violence and Harassment

7.4.1 Employees shall NOT:

(a) Engage in physical violence, assault, or threats of violence

(b) Sexual harassment including unwelcome advances, comments, or conduct

(c) Bullying, intimidation, coercion, or hostile behavior

(d) Verbal abuse or use of offensive, abusive language

(e) Create threatening, hostile, or intimidating work environment

(f) Bring weapons or dangerous items to workplace

(g) Engage in stalking or persistent unwanted attention

7.5 Discrimination and Bias

7.5.1 Employees shall NOT discriminate based on:

(a) Gender, sex, gender identity, or sexual orientation

(b) Religion, caste, ethnicity, or national origin

(c) Age, disability, or medical condition

(d) Marital status, pregnancy, or family responsibilities

(e) Political affiliation or beliefs

(f) Any other characteristic protected by law

7.5.2 Discrimination includes:

(a) Bias in hiring, promotion, or termination decisions

(b) Unequal treatment in work assignments or opportunities

(c) Exclusion from meetings, projects, or activities

(d) Derogatory remarks or stereotyping

7.6 Substance Abuse

7.6.1 Employees shall NOT:

(a) Report to work under influence of alcohol or drugs (illegal or impairing)

(b) Consume alcohol during working hours (except authorized Company events)

(c) Use, possess, or distribute illegal drugs on Company premises

(d) Possess or consume alcohol on Company premises (except authorized events)

(e) Work while impaired in any way affecting performance or safety

(f) Operate vehicles or equipment while under influence

7.6.2 Company may require drug/alcohol testing if reasonable suspicion of impairment.

7.7 Sleeping on Duty and Inattentiveness

7.7.1 Employees shall NOT:

(a) Sleep or doze during working hours

(b) Be inattentive or negligent in performing duties

(c) Engage in non-work activities during work time

(d) Neglect or abandon assigned responsibilities

(e) Allow personal matters to interfere with work performance

7.8 Unauthorized Absence

7.8.1 Employees shall NOT:

(a) Remain absent from work without prior approval

(b) Leave workplace during working hours without permission

(c) Overstay approved leave without informing Company

(d) Abandon employment (7+ consecutive days unauthorized absence = deemed resignation)

(e) Take unapproved time off during critical projects or periods

7.9 Misuse of IT Systems and Social Media

7.9.1 Employees shall NOT:

(a) Use Company IT systems for illegal activities

(b) Access unauthorized systems, files, databases, or networks

(c) Download, install, or share pirated software

(d) Visit inappropriate, offensive, or illegal websites during work

(e) Bypass security controls, firewalls, or authentication

(f) Post confidential Company information on social media

(g) Make disparaging remarks about Company, colleagues, or clients online

(h) Represent personal views as Company's position on social media

7.9.2 See Acceptable Use & Workplace Monitoring Policy for comprehensive IT usage rules.

SECTION 8 - REPORTING OBLIGATIONS

8.1 Duty to Report Violations

8.1.1 Employees have duty to report:

(a) Suspected violations of this Code of Conduct

(b) Illegal activities or unethical behavior

(c) Conflicts of interest not yet disclosed

(d) Fraud, theft, or corruption

(e) Safety violations or hazards

(f) Harassment, discrimination, or hostile behavior

(g) Any conduct harmful to Company or its stakeholders

8.2 Reporting Channels

8.2.1 Employees may report violations through:

(a) Direct supervisor or manager

(b) Human Resources Department: hrd@webreinvent.com

(c) Ethics & Compliance Officer: ethics@webreinvent.com

(d) Anonymous Ethics Hotline: To be specified

(e) Legal & Compliance Team: legal@webreinvent.com

8.2.2 Reports can be made:

(a) Anonymously without fear of retaliation

(b) Confidentially with identity protected to extent possible

(c) In good faith even if ultimately unsubstantiated

8.3 No Retaliation Policy

8.3.1 Company prohibits retaliation against employees who:

(a) Report violations or concerns in good faith

(b) Participate in investigations

(c) Refuse to engage in illegal or unethical conduct

(d) Cooperate with audits or compliance reviews

8.3.2 Retaliation includes:

(a) Termination, demotion, or adverse employment action

(b) Harassment, intimidation, or ostracism

(c) Unfavorable treatment or discrimination

(d) Any action designed to discourage reporting

8.3.3 Retaliation itself is serious misconduct subject to termination.

8.4 Investigation Process

8.4.1 Upon receiving report:

(a) Preliminary assessment within 3 working days

(b) Formal investigation if prima facie case established

(c) Confidential inquiry with protection of parties involved

(d) Appropriate corrective action if violations confirmed

(e) Communication of outcome to reporter (within confidentiality limits)

SECTION 9 - CONSEQUENCES OF VIOLATIONS

9.1 Disciplinary Action

9.1.1 Violations of this Code may result in:

(a) Verbal or written warning

(b) Mandatory training or counseling

(c) Performance improvement plan (PIP)

(d) Suspension without pay

(e) Demotion or transfer

(f) Termination of employment

(g) Referral to law enforcement for criminal conduct

9.1.2 Severity of discipline depends on:

(a) Nature and severity of violation

(b) Impact on Company, colleagues, or clients

(c) Employee's prior record and conduct history

(d) Whether violation was willful or negligent

(e) Cooperation in investigation

9.2 Immediate Termination Offenses

9.2.1 Following violations result in immediate termination without progressive discipline:

(a) Fraud, theft, embezzlement, or dishonesty

(b) Bribery or corruption

(c) Violence, threats, or dangerous behavior

(d) Serious safety violations endangering others

(e) Criminal conduct

(f) Breach of confidentiality or IP theft

(g) Sexual harassment or serious discriminatory conduct

(h) Moonlighting or undisclosed dual employment

(i) Gross insubordination or misconduct

(j) Willful damage to Company property or reputation

9.2.2 See Disciplinary Action & Penalties Policy for comprehensive grounds and procedures.

9.3 Legal Consequences

9.3.1 Serious violations may result in:

(a) Civil liability for damages caused to Company

(b) Criminal prosecution under applicable laws

(c) Recovery of financial losses through legal action

(d) Injunctive relief and court orders

(e) Reporting to regulatory authorities

(f) Negative employment references

9.4 Financial Liability

9.4.1 Employees may be held financially liable for:

(a) Losses caused by dishonesty, fraud, or negligence

(b) Bribes or kickbacks received

(c) Stolen property or misappropriated funds

(d) Client penalties resulting from employee conduct

(e) Legal fees and investigation costs

SECTION 10 - EMPLOYEE CERTIFICATION AND TRAINING

10.1 Annual Code of Conduct Certification

10.1.1 All employees must annually:

(a) Review this Code of Conduct in its entirety

(b) Complete Code of Conduct training

(c) Certify in writing compliance with Code

(d) Disclose any conflicts of interest or violations

(e) Acknowledge consequences of violations

10.2 New Employee Orientation

10.2.1 New employees must:

(a) Complete Code of Conduct training within first week of joining

(b) Sign acknowledgment of receipt and understanding

(c) Complete ethics and compliance modules

(d) Pass Code of Conduct assessment

10.3 Ongoing Training

10.3.1 Company provides ongoing training on:

(a) Ethical decision-making and dilemmas

(b) Anti-corruption and bribery compliance

(c) Conflict of interest identification

(d) Harassment prevention and respectful workplace

(e) Information security and confidentiality

(f) Updates to policies and legal requirements