Code of Conduct (Taulia Partners)

Introduction

Integrity and transparency are core Taulia business values. We expect our Partners to share those values so that together we can earn and maintain trust with our customers, Partners, and employees. The following guidelines set forth your obligations as a Taulia Partner to act ethically, fairly, and legally in our business transactions. These guidelines must be reviewed and followed by anyone who works directly with Taulia products or customers.

Our Partners are critical to our operations and future success. We thank you for continuing to make compliance and integrity a top priority as you work with Taulia.

Definitions

“Partner” means all Technology, Solution, Service (i.e., Consulting, Implementation, System Integration, Hosting, Education), Channel (Resellers, Co-sell and Referral) and all other Partners participating in any Taulia Partner program. It also includes employees of the Partner.

“Taulia” refers to Taulia, LLC and all international Taulia subsidiaries who act as the local contracting party for agreements with Partners.

Policy content

Compliance with laws, rules, and regulations

A. General

As a Partner, you agree to abide by the terms of this Partner Code of Conduct (“Code”) and acknowledge that compliance with this Code is required to maintain your status as a Taulia Partner. You agree that all business conducted on behalf of Taulia shall be accomplished in full compliance with applicable laws, rules, regulations and policies. If local laws are less restrictive than the principles set forth in this Code, Partners are expected to, at a minimum, comply with the Code. If local laws are more restrictive than this Code, Partners are expected to, at a minimum, comply with applicable local laws.

B. Anti-corruption laws

Partners shall not make, authorize or offer any bribes, kickbacks, or payments of money or anything of value to anyone, including any officials, employees, or representatives of any government or public or international organization, or to any other third party (public or private sector) for the purpose of obtaining or retaining business, or influencing any other favorable business decision, that is related in any way to Taulia.

This includes giving money or anything of value to anyone where there is reason to believe that it will be passed on to a government official or the decision maker at a private sector customer or potential customer for this purpose.

Accordingly, it is prohibited to invite Public Sector customers which includes government officials, public sector employees, employees of state-owned enterprises, employees of a department or agency of the government (military, public schools, scientific research bodies established by the government), representatives of political parties, etc. to hospitality events. For reference, hospitality events do not have an agenda that is principally business focused.

Partners are required to comply with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and all applicable local anti-bribery laws.

C. Offering/accepting business courtesies

Partners should use discretion and care to ensure that any expenditure (i.e., gifts or meals) offered to or received by any Taulia employee or third party is in the ordinary and proper course of business and could not reasonably be construed as a bribe or improper inducement. Business courtesies cannot be designed or appear to be designed to influence the recipient and secure unfair preferential treatment. A general guideline for evaluating whether a business courtesy is appropriate is whether public disclosure would be embarrassing to the Partner or Taulia. Employees of the Partner are permitted to offer and accept meals and other business entertainment from third parties in connection with Taulia business only where accepting such business courtesy:

Generally, meals or business entertainment must be reasonable, appropriate and consistent with applicable local laws.. Taulia recommends that they should not exceed $150.00 USD per person. However, the Partner shall take into account local rules and habits which may lead to a stricter limit as recommended above.

D. Antitrust and competition laws

Antitrust and competition laws are designed to protect consumers and competitors against unfair business practices and promote and protect healthy competition. Taulia is committed to observing the applicable antitrust and competition laws of all nations or organizations, and Taulia expects its Partners to comply with all applicable antitrust and competition laws as well. Antitrust or competition laws vary from country to country, but generally, such laws prohibit agreements or actions that unreasonably restrain trade, are deceptive or misleading, or unreasonably reduce competition.

An agreement with a customer, vendor, competitor, or other partner of the Partner not to conduct business with, or not to deliver goods or provide services to any other customer, vendor, competitor, partner, or service provider (boycott) is unlawful.

All forms of price-fixing among market participants are forbidden. Generally, price fixing is defined as a verbal or written agreement between participants on the same (supplying) side in a market to buy or sell a product, service, or commodity only at a fixed price, or maintain the market conditions such that the price is maintained at a given level by controlling supply and demand.

Partners must not accept, read, or use information about products and plans of market participants which is identified or identifiable as confidential information unless the Partner is authorized by the other market participant to do so.

Also, Partners must not talk with market participants about Taulia internal matters, such as pricing and conditions of sale, costs, overviews of the market, organizational processes, or other confidential information, from which other market participants could draw competitive advantage over Taulia.

E. Export laws

Certain exports require prior authorization and/or licenses from the export control authorities or may be prohibited at all. Authorization and license requirements are dependent upon:

An export is a delivery of goods across borders, regardless of the method used for the transfer. While most of Taulia’s services do not constitute “exports” because they are delivered via SaaS, certain Taulia services such as apps and downloadable files may be considered an export and subject to application laws.

Taulia requires Partners to comply fully with these laws. Failure to comply could result in criminal fines for the involved persons or corporate bodies and administrative fines for the company as well as the loss or restriction of export privileges.

F. Securities and insider trading laws

Partners are expected to comply with applicable insider trading and securities laws governing transactions in the securities of SAP, Taulia, LLC’s parent company. Securities include common stocks, bonds, options, futures, and other financial instruments. Partners that possess or have access to material, non-public information gained through their work with Taulia may not use that information to trade in SAP securities or the securities of another company to which the information pertains. The Management and/or the Directors of the Partner shall ensure that its employees do not engage in any other action to take advantage of, or pass on to others, material information gained through work with Taulia until a reasonable time after full public disclosure has occurred. These restrictions also apply to family members, friends, and associates. Material information includes any information that a reasonable investor would consider important in a decision to buy, hold, or sell securities. Such information may include financial and key business data; merger, acquisition, or divestiture discussions; award or information related to the cancellation of a major contract; changes in key management; forecasts of unanticipated financial results; significant litigation; and/or gain or loss of a substantial customer or Partner.

G. Valid due diligence status

Taulia Partners are expected to comply fully with any information requests required by Taulia, or Taulia’s parent company, SAP, to carry out due diligence checks when joining any Taulia Partner program and any subsequent due diligence renewal requests. Failure to supply information or not meeting due diligence requirements may lead to application rejection, delays or inability for Taulia to accept sales leads, process related orders and payments or contract termination depending on the Partner status. Partners are also requested to complete any compliance training available based on their Partner type.

Business conduct

Taulia expects Partners to compete fairly and ethically for all business opportunities. Partners’ employees involved in the sale or licensing of products and services and the negotiation of agreements and contracts to Taulia must ensure that all statements, communications, and representations to Taulia are accurate and truthful.

A. Financial integrity

Accurate and reliable financial and business records are of critical importance in meeting Taulia’s financial, legal, and business obligations. Partners should not have any false or inaccurate entries in the accounting books or records related to Taulia for any reason. Partners’ business records must be retained in accordance with record retention policies and all applicable laws and regulations.

B. Conflicts of interest

The term “conflict of interest” describes any circumstance that could cast doubt on the Partner’s ability to act with total objectivity regarding the supply of products and services to Taulia. Taulia wants its Partners’ services to come easily and free from any conflicting interests.

A conflict of interest also exists where there is a choice between acting in a personal interest (financial or otherwise) or in the interests of SAP or Taulia. While engaged in Taulia-related work, you must exercise reasonable care and diligence to avoid any actions or situations that could result in a conflict of interest. Taulia expects Partners to prevent or immediately disclose a conflict of interest or the appearance of a conflict of interest as soon as possible to Taulia or SAP.

Human rights and labor standards

Partners should respect human rights understood as the principles expressed in the International Bill of Human Rights and in the eight International Labor Organization core conventions. This means Partners should not only respect their employees’ fundamental rights at work, but they should also uphold their duty in all business activities with Taulia, such as:

Health & safety/environmental

Partners recognize that quality of products and services, consistency of production and workers’ morale are enhanced by a safe and healthy work environment, and shall prevent workers’ exposure to potential safety hazards. Partners recognize that environmental responsibility is integral to producing world class products. In manufacturing operations, adverse effects on the community, environment and natural resources are to be minimized while safeguarding the health and safety of the public. All required environmental permits and registrations are to be obtained, maintained and kept current and their operational and reporting requirements are to be followed.

Compliance management system

Partners shall adopt or establish a management system whose scope is related to the content of this Code. Partners agree to provide information and evidence tied to their Compliance Management Systems to Taulia, whenever requested as part of our diligence processes or Partner Audits. The Compliance Management System shall be designed to ensure:

Responsibility for company resources

This does also include the obligation of the Partner to protect Taulia’s reputation and to avoid unauthorized communication by its employees on behalf of the Partner with reference to Taulia.

E. Monitoring

Taulia retains the right to monitor its assets and work environments in compliance with applicable federal, state and local law. We monitor to promote safety, prevent criminal activity, investigate alleged misconduct and security violations, manage information systems, and for other business reasons.

Reporting concerns and raising questions

The standards of conduct described in this Taulia Partner Code of Conduct are critical to the ongoing success of Taulia’s relationship with its Partners. If you have questions or concerns about compliance or ethics issues or want to report illegal or unethical activities:

All matters raised in good faith through these reporting lines will be handled on a confidential, non-retaliatory basis. All information will be maintained as confidentially as practical in light of the need to conduct an investigation and implement remedial measures. Anonymity will be granted upon request by the reporting person.