Supplier Code of Conduct

Turntide Technologies Inc. (“Turntide”) has adopted this Supplier Code of Conduct (this “Code”).

The Why

Turntide is passionate about making the world a better place and believes that everyone should operate with integrity and with pride in doing the right thing, which benefits us all.  This Code establishes standards that must be met by those who provides services or products to Turntide, including standards regarding:

• The treatment of workers;
• Workplace safety;
• Impacts to the environment; and
• Ethical business practices.

Our Code draws on the United Nations Global Compact’s ten principles representing core values in the areas of human rights, labor, the protection of the environment, and anti-corruption. Turntide also supports the principles of the United Nations Declaration of Human Rights, the International Labour Organization fundamental conventions on human rights at the workplace, the Rio Declaration, and the United Nations Convention against Corruption.

Scope

This Code applies to all aspects of Turntide’s business, and covers all manufacturers, distributors, vendors, service providers, and other suppliers and sub-suppliers (each a “Supplier” and collectively “Suppliers”) that provide products and services to Turntide.

Complying with our Code and the Law

It is an expectation of all Suppliers to follow our Code. Turntide only does business with individuals and companies whose business activities are lawful and whose assets have lawful origins.  Obeying the law is the foundation on which ethical conduct is built and is a minimum, essential condition for doing business with Turntide in any capacity.

All Suppliers are expected to comply with the laws and regulations that apply in the markets in which they operate.  If a difference arises between local laws and the standards in this Code, the more stringent standard shall apply.   

Suppliers are responsible for their compliance with the standards set out in this Code throughout their operations and throughout their entire supply chain. Without limiting Supplier’s obligations hereunder, Supplier shall (1) comply with the Code in all of its facilities and in all of its operations, wherever located and (2) require compliance with the Code by all of Supplier’s vendors, agents, subcontractors, suppliers, and facilities.

Commitment

Conducting business ethically is a two-way commitment. Turntide strives to continuously improve and expects to work with its Suppliers to help them improve. If a Supplier becomes aware that they or a subcontractor may not be adhering to a part of this Code, Supplier should notify their point of contact at Turntide. All notifications will be acted upon in good faith by Turntide. In return, Turntide expects Suppliers to remedy their instances of non-compliance. 

Turntide also may audit Supplier’s premises or records for the purposes of assessing adherence to this Code. Failure to support such audits or to provide relevant documentation may be grounds for corrective actions by Turntide, including possibly severing business relations.

The Code

1. Human Rights

All Suppliers have a fundamental obligation to respect human rights. Turntide expects its Suppliers to support and respect the protection of internationally recognized human rights within the sphere they can influence and to ensure that Turntide business elevates rather than impairs the well-being of others.

Child and forced labor

Child and forced labor are reprehensible in all their forms and Suppliers must not support or engage in slavery or human trafficking in any part of its supply chain. Without limiting Supplier’s general obligation to not support or engage in compelled, involuntary, forced, or child labor, Suppliers have a duty to ensure that:

• workers are hired by ethical means, under transparent conditions of employment, with equal treatment for foreign and local workers;
• legal working ages and international standards for age-appropriate work set by the International Labor Organization (ILO) are adhered to;  
• workers and/or their family members are not burdened with recruitment fees, wage withholdings (other than income tax withholdings and other withholdings that are legally allowed), financial guarantees, or other financial obligations other than to the extent required by law; and
• workers are free to terminate their employment or work arrangements without restriction and without the threat of any penalty, retaliation, fine, or other monetary obligation.

Freedom of movement

All workers must have the right to freedom of movement to, from and within their facilities (subject to reasonable security precautions), without delay, hindrance, or threat of discipline, penalty, retaliation, fine or other monetary obligation.

Identification papers

No worker should be required to surrender control over original identification papers, right to work documentation, or other documents necessary for the worker’s freedom of movement.

2. Working Conditions

Workers should be deeply respected for their critical contributions to our businesses and their rights must be honored. Turntide expects Suppliers to maintain working conditions that meet international and national standards and to actively work to exceed those standards.

Work hours

Suppliers shall ensure that working hours for workers are not excessive, include designated rest days, allow for rest and meal breaks, and in no event exceed the maximum number of work hours or days allowed by applicable law.

Compensation and benefits

Suppliers must compensate all workers with wages, including overtime premiums, and benefits that at a minimum meet the higher of: the minimum wage and benefits established by applicable law; collective bargaining agreements; industry standards; and an amount sufficient to cover basic living requirements. Supplier’s obligation to compensate and provide benefits applies to all workers at all times, including during periods of training, apprenticeship, and probation. Supplier shall not make any deductions from wages, except income tax withholdings and other withholdings that are legally permitted.

No discrimination, abuse, or harassment

Suppliers are expected to maintain a work environment free from discrimination and harassment on the grounds of gender, maternity, transgender identity or expression, ethnic affiliation, country of origin, religion, disability, sexual orientation or age. Workplaces must be free of any physical or psychological coercion. Any disciplinary actions should be recorded in writing.

Health and safety

Suppliers are expected to maintain a safe, secure, and hygienic work environment, with adequate personal protective equipment and provisions for cases of emergency. Supplier shall implement procedures and safeguards to prevent workplace hazards, and work-related accidents and injuries, including procedures and safeguards to prevent industry-specific workplace hazards, and work-related accidents and injuries, that are not specifically addressed in this Code. [No person under the age of 18 should be required to engage in any work, that by its nature or circumstances, involves a substantial risk of harm to the safety or health of the worker or coworkers if adequate protections are not taken.]

Supplier shall ensure that all Supplier facilities have: an adequate evacuation plan; adequate, well-lit (including emergency lighting), clearly marked, and unobstructed emergency exit routes, including exits doors, aisles, and stairwells; a sufficient number of emergency exit doors, which are located on all sides of each building, are unlocked (from the inside), and are readily opened from the occupied side and swing in the direction of emergency travel; visible and accurate evacuation maps posted in the local language; adequate ventilation and air circulation; adequate lighting; adequate first aid kits and stations; adequate fire safety, prevention, alarm, and suppression systems; adequate access to potable water; and adequate access to private toilet facilities.

Supplier shall post safety rules, inspection results, incident reports, and permits, in each case, as required by law. If Supplier provides dining facilities for its workers, it shall provide safe, healthy, and sanitary facilities (including food preparation and storage areas) that comply with all the standards set out in this section of the Code. Without limiting Supplier’s obligations hereunder, Supplier shall obtain and maintain all food preparation permits and health certificates required by law.

Freedom of association, collective negotiation, and employee grievances

Suppliers should protect employees’ right to freedom of association and collective negotiation. Suppliers should provide a means for workers to raise grievances confidentially and without fear of retribution. Grievances should be acted on in a timely manner and should be documented.

3. Environmental Protection

Turntide is on a mission to turn the tide on climate change with breakthrough technologies that accelerate electrification and sustainable operations because it not only makes business sense, but because it reduces our impact on the environment. Suppliers are a key part of Turntide’s ability to realize its sustainability vision, from the sourcing of materials in Turntide products, to the resources consumed during manufacturing, packaging, and transport throughout our supply chains. Turntide strives to better understand the environmental footprint of its operations and to find creative ways to reduce that impact. We expect Suppliers to do the same. Suppliers shall operate their facilities in compliance with all environmental laws, including laws and international treaties relating to waste disposal, emissions, discharges, and hazardous and toxic material handling. Supplier must ensure that the goods it manufactures and the packaging materials it uses comply with all environmental laws and treaties.

4. Business Ethics and Anti-Corruption

Business ethics are central to the way Turntide conducts its business, and we expect Suppliers to be reliable partners in always taking the high road. This means recognizing not only the impact of action or inaction, but also how our behavior might be perceived by others, regardless of underlying motive or rationale. The perception of corrupt or unethical behavior can be as damaging as actual behavior.

Combating corruption

Turntide will not tolerate Suppliers that engage in gift-giving, bribery, kickbacks, blackmail, rigging or any other form of corrupt solicitation of a government figure or person of authority.

Competition and Fair Markets

Turntide believes in fair and open markets and expects Suppliers to comply not only with local laws but also with generally accepted prohibitions on anti-competitive practices such as price-fixing, market dividing, group boycotting, and tying.

Conflicts of interests

Turntide expects its employees and its Suppliers to conduct business at arms-length on reasonable business terms as negotiated between truly independent parties. To avoid even the appearance of a conflict of interest, both Suppliers and Turntide employees are expected to report any relationships that precede or extend outside potential business between Supplier and Turntide. Be honest, direct, and truthful when answering questions from Turntide about relationships with Turntide employees.

Gifts and entertainment

Use good judgment when exchanging business courtesies. Gifts, meals, entertainment, hospitality, and trips that are lavish or lack transparency or a legitimate purpose may be viewed as bribes, may create the appearance of a conflict of interest, or may be perceived as an attempt to improperly influence decision making. Business courtesies to Turntide employees, if permitted at all, should be modest, infrequent, and in the ordinary course of business. Never give anything to gain an improper business advantage. When deciding whether to give a gift, entertainment, or other courtesy, apply the following requirements:

• Suppliers are prohibited from paying expenses for travel, lodging, gifts, hospitality, entertainment, or charitable contributions for government officials on Turntide’s behalf.
• Travel expenses must be reasonable, have legitimate business purposes, and not be excessive or lavish.
• Do not offer anything of value to obtain or retain a benefit or advantage for the giver, and do not offer anything that might appear to influence, compromise judgment, or obligate the Turntide employee.
• The value of any courtesy offered by a Supplier to a Turntide employee may not exceed the limits applicable to the employee’s business unit and country. Turntide business unit and country limits may prohibit courtesies entirely or set maximum limits at varying amounts. It is the Supplier’s responsibility to ask the recipient what the applicable limits are and to not exceed those limits.
• Suppliers are not allowed to give gifts beyond de minimis value to any member of the Turntide supply chain team or its representatives.

Money laundering and financing of terrorism

Suppliers are expected to maintain adequate financial controls to avert use of their business for money laundering or financing of terrorism. Turntide complies with applicable national and international sanctions, embargo regulations, and other restrictions of foreign trade legislation and expects its Suppliers to similarly comply.

Information protection and cybersecurity

Turntide is committed to transparency and the open sharing of data whenever possible. However, much of the data that we generate or information that we share has commercial or competitive value, is sensitive, is subject to contractual confidentiality requirements, or is otherwise not appropriate for distribution to the public. Turntide, therefore, expects its Suppliers to secure and protect Turntide proprietary information as if it were their own. Ideas, concepts, inventions, strategies, know-how, and all other business-related information including but not limited to product roadmaps, production quantities, sourcing strategies, quotes, intellectual property and agreements are all confidential and should be protected accordingly.

Processing of personal data

Suppliers are expected to process personal data in accordance with applicable data protection laws and regulations. Where required or deemed appropriate a data processing agreement or data sharing agreement shall be signed in accordance with data-protection legislation. Special care shall always be taken if the processing results in transfer of personal data to third countries or involves specific categories of personal data that are deemed particularly worthy of protection. Suppliers shall take appropriate technical and organizational measures to ensure that the level of security for processing of personal data is in accordance with the applicable data protection legislation.

5. International Trade

Supplier certifies that neither they nor any of their subsidiaries, partners, their respective board members, employees or representatives (a) is a sanctioned party or is involved in any business as a result of which they are likely to become a sanctioned party; (b) has either directly or indirectly carried out or is carrying out business with or for the benefit of any sanctioned party; or (c) is the subject of or is involved in any investigation, claim, measure, legal process, proceeding or investigation on the part of any authority or other supervisory body concerning sanction and export-control regulations.

Last Adopted: August 15, 2022