Introduction and Applicability Rankguru Technology Solutions Private Limited , or any of its subsidiaries or affiliates under its control (as may be applicable) (hereinafter referred to as “Company”) firmly believes in conducting all business transactions with integrity and transparency and ensures that it is ethical in all its transactions. Therefore, Company expects its Suppliers (defined below) to uphold the values of integrity and ethics in all business dealings, which are in line with Company’s policies and applicable laws. For the abovementioned purpose, Company has executed this Supplier Code of Conduct which is applicable to all Suppliers providing goods or services to Company in any jurisdiction. For the avoidance of doubt, “Company” means and includes Rankguru Technology Solutions Private Limited, or any of its subsidiaries or affiliates under its control, as may be applicable from time to time.
“Supplier” means and includes any business, company, corporation, person or other entity that provides, sells, or seeks to sell, any kind of goods or services to Company, including without limitation, the Supplier's officers, employees, consultants. agents, advisors, and other representatives (collectively, “Supplier Representatives”).
Supplier Products and Services The Supplier shall be committed to supplying products and services of high quality that meet all applicable standards. The Supplier shall market its products and services on their own merits and not make false or misleading statements about the products and services of any third party, including without limitation, any third party which is in direct or indirect competition with, the business in which Supplier is now engaged or in which Supplier becomes engaged during the term of its association with Company.
Supplier undertakes that it shall not provide any goods or services or perform any activities or obligations pursuant to the same in the absence of a duly authorised purchase order issued by Company clearly stating in reasonable detail the nature of good or services to be purchased by Company along with the consideration payable against such goods or services (each, a “Purchase Order”). For the avoidance of doubt, Supplier acknowledges and agrees that under no circumstances shall Supplier provide any goods or services in the absence of a duly authorised and valid Purchase Order issued by Company.
Supplier irrevocably acknowledges and agrees that Company shall not be liable to make payments or perform any obligations with respect to any goods or services provided by Supplier in the absence of a duly authorised Purchase Order issued by Company with respect to such goods and services. Supplier hereby irrevocably (a) undertakes to not bring any claims against Company with respect to such goods and services, and (b) waives all of its rights under contract, law, or equity that may be available to Supplier to bring any claims against Company with respect to such goods and services.
Compliance with Applicable Laws
Anti-Bribery and Anti-Corruption. Company has a zero-tolerance policy with respect to any form bribery or corruption. Therefore, the Supplier hereby undertakes to ensure the following:
Implement monitoring and enforcement procedures to ensure compliance with anti-bribery and anti-corruption laws;
Raise invoices and claims in line with the agreed services and supplies, along with the supporting documents required by Company from time to time;
Perform all business dealings and transactions transparently and maintain accurate details of the same in business books and records;
Abstain from offering on behalf of itself or Company, directly or indirectly, any form of gift, bribe, payments, entertainment, or anything of value to anyone, including but not limited to any of the Company Representatives (defined below), government officials, customers, or their representatives to obtain or retain business, influence business decisions, or secure an unfair advantage.
Employment Laws, Regulations, and Benefits. The Supplier shall comply with all applicable employment laws and regulations. Supplier represents, warrants and undertakes that it shall be solely liable to make all statutory payments and provide the requisite benefits to the Supplier Representatives in accordance with the applicable laws and regulations, including without limitation, salary, wages, social security and retirement benefits, insurance, leaves, holidays. “Supplier Representatives” shall mean and include the employees, agents, vendors, subcontractors, or any representatives of Supplier, whether authorized by Company or not.
Child or Forced Labour. The Supplier shall not employ children, forced, bonded, or compulsory labour, slavery, or trafficking of people in their business. All employment and association of Supplier Representatives with Suppliers shall be voluntary and Supplier Representatives shall be free to leave their association or employment in compliance with applicable laws.
Intellectual Property. Neither Supplier nor Supplier Representatives shall use the name, brand name, logo, names of any products or services provided by Company, or any other intellectual property of Company without the prior written approval of Company in each instance.
Confidentiality and Data Privacy. Supplier shall ensure that any data or information related to the business or operations of Company, including without limitation, Company pricing and financial information, confidential information, Personal Information and Sensitive Personal Data or Information (collectively, “Company Information”) that may be accessed, collected, or processed by the Supplier shall be treated with utmost confidentiality, and in accordance with the applicable laws. Supplier undertakes that it shall not disclose Company Information (or any portion thereof) to any third party in any form or manner without the prior written approval of Company in each instance. For the avoidance of doubt, “Personal Information” and “Sensitive Personal Data or Information” shall have the meanings ascribed to them in the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 as amended from time to time.
Compliance with Data Protection Legislation. The Supplier shall comply with obligations under applicable data protection laws and contractual requirements, including The Information Technology Act, 2000 and the rules framed thereunder as amended from time to time, and have in place adequate and reasonable security practices, procedures and measures to protect the confidentiality and integrity of Company Information and safeguard the same against unauthorized access, processing or disclosure. The Supplier shall inform Company of any instance of unauthorized access or data breach with respect to Company Information within twenty- four (24) hours of discovery of the same, and fully cooperate with Company for conducting investigations and audits into the incident of unauthorized access or data breach with respect to Company Information.
Compliance with Applicable Laws. The Supplier shall comply with all applicable laws and regulations with respect to (a) its business operations, and (b) the goods and services provided by it to Company.
Prevention of Sexual Harassment of Women. Supplier shall, at all times, remain in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder (hereinafter collectively referred to as “PoSH Law”). Supplier shall, at all times, comply with Company's Policy on Prevention of Sexual Harassment of Women at Workplace as amended by Company from time-to-time, available at www.infinitylearn.com/posh ("Policy for PoSH"). The Supplier acknowledges that it has reviewed the Policy for PoSH and understands its obligations under the same. Supplier shall, at all times, maintain and have in place a policy for prevention of sexual harassment at workplace in accordance with the PoSH Law, and take such steps as may be required under the PoSH Law from time to time. Supplier undertakes to cause all the Supplier Representatives to strictly adhere to the provisions of the PoSH Law and Policy for PoSH. The Supplier shall take all necessary measures to prevent and prohibit any form of sexual harassment of women, as defined under the PoSH Law or Policy for PoSH. Supplier shall establish and maintain a robust reporting mechanism for incidents or complaints related to sexual harassment. Such mechanism shall allow for confidential reporting and prompt investigation of any reported incidents. Supplier shall cooperate fully with Company in any investigation related to alleged instances of sexual harassment involving any of the Supplier Representatives. The Supplier shall conduct periodic training sessions and awareness programs for the Supplier Representatives on the PoSH Law. The Supplier shall keep records of such training sessions and provide evidence of compliance with this requirement upon request by Company. Any violation of this clause shall constitute a material breach of these Supplier Terms and shall entitle the Company to terminate the Agreement forthwith upon written notice.
General Compliance Requirements
No Subcontracting. Supplier shall not assign, subcontract, transfer, or novate any of its rights or obligations under its arrangement with Company to any third party without the prior written consent of Company. Notwithstanding any such assignment, subcontracting, transfer, or novation, Supplier shall be solely liable for all acts and omissions of its subcontractors. Supplier undertakes that (a) it shall make timely payments to its subcontractors and Company shall not be liable for any delay or failure of such payments under any circumstances, and (b) payment of monies due to its subcontractors shall not be contingent on receiving payment from Company under any circumstances.
Conflict of Interest. In the event that an employee, representative, or director of Company (each, an “Company Representative”) may have an interest of any kind in the Supplier’s business, whether through personal relationships, investments, directorships, or any other kind of relationship, including without limitation, economic ties (“Conflict of Interest”) at any time prior to, or during its association with Company, the Supplier shall promptly disclose such Conflict of Interest to the Legal Department of Company by way of email to legal@infinitylearn.com. The Supplier shall not enter into a financial or any other relationship with any Company Representative that creates any perceived, actual, or potential Conflict of Interest as determined by the Legal Department of Company after adequate disclosure has been made to this effect.
Media and Publications. Neither Supplier nor any of the Supplier Representatives or subcontractors shall (a) make any statement, or (b) publish, upload, share, or post any content or information on any platform or medium, including without limitation, media, electronic media, or social media, with respect to Company without the prior written approval of Company in each instance. In the event any of the Supplier Representatives or subcontractors makes any statement, or (b) publishes, uploads, shares, or posts any content or information on any platform or medium, including without limitation, media, electronic media, or social media, with respect to Company, Supplier shall be solely liable to cause such Supplier Representatives and/or subcontractors to permanently remove such content from the relevant platform or medium within such period of time as notified by Company, and submit a written confirmation of such removal to the satisfaction of Company.
Non-Solicitation. Supplier agrees that during the term of the Agreement and for a period of one (1) year thereafter, Supplier shall not solicit any of the employees of Company or divert or attempt to divert from Company any business of any kind in which it is engaged, including, without limitation, the solicitation of or interference with any of Company’s suppliers or customers.
Conflict of Interest. During the term of the Agreement, Supplier must not engage in any work, paid or unpaid, that creates an actual or potential conflict of interest with Company. Such work shall include, but is not limited to, directly or indirectly competing with Company in any way, or acting as an officer, director, employee, consultant, stockholder, volunteer, lender, or agent of any business enterprise of the same or similar nature as, or which is in direct or indirect competition with, the business in which Company is now engaged or in which Company becomes engaged during the term of Supplier’s association with the Company, as may be determined by the Company in its sole discretion. If Company believes such a conflict exists during the term of this Agreement, Company may ask Supplier to choose to discontinue the other work or discontinue the provision or delivery of goods and/or services to the Company. In addition, Supplier agrees not to refer any client or potential client of Company to competitors of Company under any circumstances.
Supplier shall avoid circumstances or potential circumstances that may involve an actual or potential conflict of interest, directly or indirectly. Supplier shall immediately and fully disclose such relevant circumstances to Company, in order to determine whether an actual or potential conflict of interest exists. If an actual or potential conflict of interest is determined by Company, Company may take necessary steps to remove the conflict of interest at its sole discretion. In the event Supplier fails to disclose the circumstances or potential circumstances that may involve an actual or potential conflict of interest as set forth above, Company reserves the right to suspend the provision or delivery of goods and/or services for such time as it deems fit or terminate the Agreement forthwith upon written notice.
Compliance with the Supplier Code of Conduct. Supplier acknowledges and agrees that it shall comply with this Supplier Code of Conduct, and cause all of the Supplier Representatives and its subcontractors to comply with this Supplier Code of Conduct. Supplier shall be solely liable for any breach of this Supplier Code of Conduct by itself, its subcontractors, or any of the Supplier Representatives, including without limitation, any losses, damages, or claims arising out of or in connection with such breach at actuals.
Audit and Monitoring. The Supplier shall maintain adequate information, data, and documentation to demonstrate compliance with the principles of this Supplier Code of Conduct both in letter and spirit. Company shall have the right to access such information, data, and documentation at any time, and in such form or manner determined by Company, in order to ascertain Supplier’s compliance with this Supplier Code of Conduct.
Reporting Concerns. The Supplier shall notify Company regarding any actual or perceived violation of this Supplier Code of Conduct by email to the Legal Department of Company at legal@infinitylearn.com. Reported violations will be treated confidentially without retaliation.
Consequences of Breach
Termination. If Supplier or any of the Supplier Representatives breaches or violates any of the terms of this Code of Conduct, Supplier’s association or relationship with Company, including any agreement with the Company, shall automatically terminate forthwith without the requirement of providing any notice.
Indemnification. Supplier hereby indemnifies Company, its affiliates, subsidiaries, parent company, and each of their respective officers, directors, employees, agents, representatives, successors and assigns, to the fullest extent permitted by applicable laws, from and against any and all losses, damages, claims, costs (including legal expenses), fines, suit or any action incurred or sustained by Company arising out of or in connection with any breach of the Supplier Code of Conduct by the Supplier or any of the Supplier Representatives.
Specific Performance. Notwithstanding the foregoing, Company may enforce specific performance of the Supplier’s obligations at its sole discretion.
Refund. Upon termination of the Supplier’s association or relationship with Company, including any agreement with the Company, Supplier shall refund all pre-paid amounts paid by Infinity Learn for the unconsumed portion of goods and/or services on a pro-rata basis.
Non-Exclusive Remedies
Supplier hereby irrevocably acknowledges and agrees that the rights and remedies available to Company are without prejudice and in addition to any other right or remedy that Company may have under contract, law, or equity.