All Switchup staff are required to complete mandatory ethics training before commencing any client work. The training is found at:
https://trailhead.salesforce.com/modules/ethics_for_sf_partners
Our Code of Conduct contains a number of important guidelines of behaviour and is intended to guide all of us in our daily business but also in our strategic planning and our decision-making processes. Where appropriate, our Code of Conduct will be modified by local laws and standards.
Switchup’s image and reputation, as a company that operates in an ethically and legally appropriate manner, is inseparable from the conduct of each of us as we perform our work, everyday. We, the employees of Switchup, are expected to respect laws and regulations, avoid conflicts of interest, protect the Company’s assets, and show consideration and appreciation for the local customs, traditions and social mores of the various countries and cultures in which Switchup conducts business. In fulfilling our responsibilities within Switchup, we do not take ethical shortcuts.
Should you have any questions, or if you are uncomfortable with a decision or a course of action being undertaken, take the issue to a higher level within the Switchup organization. Make sure you get good advice. But what is most important: Observe our Code of Conduct and never accept that others will violate it. We should be aware that our values define us to the world. Therefore, Switchup’s image and reputation rests in each of our hands, everyday.
Being a good corporate citizen means that we, the employees of Switchup, comply with all applicable laws, rules and regulations in the communities in which we operate, while also respecting local traditions and other social norms. A failure to do so could seriously damage Switchup’s reputation and result in other negative consequences.
Individual responsibility for the reputation of Switchup
The regard in which Switchup is held is substantially determined by the behaviour and actions of each individual employee, irrespective of the position held within the Switchup organization. Consequently, improper conduct, even on an isolated individual basis, can significantly damage Switchup. Personal integrity and an elevated sense of responsibility help all of us to decide which response is most appropriate in a given situation. We should always ask ourselves:
• Is my action or my decision in keeping with relevant laws, standards and norms, and with the values and standards of Switchup?
• Are my actions and decisions free from personal conflicts of interest in all cases?
• Will my decision withstand public scrutiny?
• Am I, through my behavior, contributing to the reputation of Switchup as a company that maintains high ethical and legal standards?
Respect for people
Switchup’s continued success depends upon our commitment to develop and utilize the diverse talents and energies of all Switchup employees, throughout the world. Employees and prospective employees are assessed based upon principles of equality and fairness. The hiring, compensation and promotion of Switchup employees is conducted in accordance with all relevant laws and regulations.
Safety, health and the environment
Switchup and each of its employees play an active role in making the locations in which we operate a good place to live and work. Protecting people and the environment, and conserving resources, have long been counted among our core values. Switchup has been and remains committed to sustainable and socially responsible development; the promotion of safe and healthful working conditions; and striving for sustained progress in the fields of safety, health and the environment.
Specifically, each of us must:
• conduct work and maintain his workplace in a safe manner;
• immediately report to the relevant internal departments any accidents, operational malfunctions, dangerous conditions, chemical spills or other hazardous conditions that are detected so that appropriate measures can be promptly taken to minimize damage and correct the problem.
Conflicts of interest
We demand of ourselves, and those with whom we associate, the highest ethical standards. Private interests and the interests of Switchup must be kept strictly separate. Consequently, all employees should avoid situations that may lead to a conflict between their personal interests and those of Switchup. Switchup employees, during contacts with existing or prospective customers, suppliers, clients and competitors, must act in the best interests of Switchup to the exclusion of any personal advantage. The following situations can, in particular, give rise to possible conflicts of interest:
Business relationships
• Business relationships with a company in which an employee, a relative or a friend of an employee has a direct or indirect stake in the form of a significant shareholding.
• A specific transaction with another company in which a relative or friend of an employee is involved or has a financial interest on the side of the other company concerned.
• Transactions with former employees or that directly involve friends or relatives of an employee.
In the event of possible conflicts of interest, you must inform your manager and await a decision by Switchup as to how you should proceed.
Private activities
Integrity and loyalty are also indispensable in relation to private employee activities that may have an effect on Switchup. All employees must ensure that any second or additional occupations, sideline activities or spare-time work have been previously approved, in writing, by your manager, or by the respective Human Resources Department, if:
• such activities or related work could adversely affect your operational and professional performance;
• such secondary activities could potentially create a conflict or the appearance of a conflict with the actual or contemplated business activities of Switchup and its affiliates;
• Switchup facilities or equipment are to be used or a particular operational experience or expertise gained while in the employ of Switchup is to be utilized.
Express, written approval from the respective Human Resources Department must also be obtained where employees wish to perform functions in companies with which Switchup has business relationships or is in competition.
Social involvement
Switchup welcomes the private involvement of employees in clubs, associations and other social or cultural institutions that pursue generally recognized and legally permitted objectives. Such involvement must not, however, jeopardize the fulfillment of your duties with respect to Switchup as your employer. Nor may such involvement impact upon the regard in which Switchup is held. When expressing private views within a public arena, employees shall not make any reference to their position within Switchup.
Corporate citizenship and donations
As a responsible corporate citizen, Switchup makes financial and material donations in support of social institutions, environmental initiatives, education, science, health, sport, art and culture.
The criteria applied in relation to donations are essentially as follows:
• need;
• sustainable effect;
• transparency, i.e. the recipients and the specific purpose must be known to enable monitoring of the proper appropriation of donations;
• no donations to political parties;
• no donations or support for organizations or institutions that do not pursue generally recognized and accepted objectives.
Treatment of business partners, public officials and other representatives
We expect our suppliers and service providers to respect our ethical standards, and to act accordingly.
Within the marketplace, Switchup enhances its standing through the quality and value of its services. We make decisions on the basis of known economic criteria, within the bounds of relevant laws, standards and norms.
We are honest in our dealings with others, obeying all applicable laws and corresponding regulations governing fraud, bribery and corruption, and avoiding even the appearance of a conflict of interest.
Acceptance and granting of incentives, gifts and favors
To retain the trust of others and sustain long-term relationships, we recognize the need to avoid even the appearance of a conflict between personal interests and the interests of Switchup. As employees of Switchup, we acknowledge our responsibility to conduct ourselves in a manner that ensures that no personal dependencies, obligations or commitments arise. We may not permit ourselves to be influenced in our business decisions and actions by either gifts or any other type of benefit or incentive. It is recognized that giving or accepting such gifts could put Switchup at legal risk, while also undermining our customer relationships and reputation.
To this end, no employee of Switchup may, in the course of their business activity, either directly or indirectly, demand, accept, offer or grant incentives or rewards that would be unethical. This applies with respect to individuals, companies and also public institutions.
In particular, no inducements whatsoever may be offered or granted to any holder of public office, either at home or abroad. This applies to all types of favor, benefit, gift and payment, or any other consideration. The only recognized exception is that of generally accepted customary, occasional, or promotional gifts of small value, in keep-ing with local mores and customs. Also permitted are acts of hospitality and other favors provided they are legally permissible and of verifable small value. In order to preclude any suspicion of any attempt to influence business decisions, strict standards are applied when judging the value of a consideration and when deciding whether the consideration is in line with local mores and customs.
Approval
If employees intend to offer someone a gift or favor, and if they have even the slightest concern as to whether this could influence a decision, they must ask the recipient to have acceptance approved by the latter’s managers. If the recipient refuses to do this, this should be regarded as an indication that they themselves find the gift inappropriate.
Employees of Switchup are likewise required to obtain approval from their managers for the acceptance of gifts or favors where any doubts as to their propriety exist.
Money laundering
No employee shall, either alone or in concert with others, perform any activities that contravene domestic or foreign regulations governing money laundering. In the event of doubts as to the propriety of transactions that involve the transfer of cash, the relevant financial department should be consulted at an early stage.
Market and competitive behavior
Switchup and its employees are unconditionally committed to the principles of fair competition and must comply with the antitrust and fair competition laws of the countries in which Switchup conducts business.
As accurate legal assessment depends on the complexities of the laws concerned and the individual circumstances of each situation, an attorney from Switchup’s Law Group should be consulted wherever doubt arises. Nevertheless, there are forms of conduct that typically constitute a violation of competition laws:
Relationships and interactions with competitors
Agreements with competitors and coordinated behavior aimed at or causing a restraint or limitation on competition are forbidden. These include agreements to fix or set prices, quotations, terms and conditions of sale, production or sales quotas, and also the apportionment or allocation of customers, territories, markets or product portfolios. Not only formal agreements are forbidden, but also coordinated behavior arising from, for example, informal talks or gentlemen’s agreements aimed at or giving rise to such a restraint on competition.
In discussions with competitors, we must apply strict controls in order to ensure that we do not pass on or receive any information that would allow conclusions to be drawn about the current or future market behavior of the information donor. Thus, a Company attorney should always be consulted prior to engaging in a joint activity that involves communications with competitors. Current or future information regarding price, margins, costs, market share, internal proprietary practices, sales terms and specific customer or vendor information should not be obtained from or exchanged with a competitor.
Customer relationships
Relationships with our customers, suppliers and also patentees or licensees are governed by a number of legal regulations relating to fair competition. In accordance with these laws and regulations, Switchup employees will not act in any way that would restrict a customers’ pricing freedom or interfere with supply relationships with their business partners (geographical, personal or material restraints). Switchup employees will not encourage illegal tying and resale arrangements.
Abuse of a dominant market position
Owing to its market position in relation to certain products, Switchup also has to obey certain special rules. For example, abuse of a dominant market position may be deemed to have occurred in the event of differentiated treatment of customers without material justification, refusal of supply, the imposition of inappropriate purchasing/selling prices and terms and conditions, or tie-in transactions without any material justification for the demanded additional counter-consideration.
The definition of a dominant market position is variable from case to case, as are the limits of permissible behavior. In cases of doubt, early contact should be made with a Switchup corporate attorney.
Trade and professional association meetings
While attendance at and participation in such meetings, on behalf of Switchup, may be important to further corporate objectives, it is also recognized that attendance at such meetings can present a potential antitrust/fair competition risk due to contacts with competitors during the course of the meeting. Switchup employees shall attend only meetings of legitimate trade and professional associations, conducted for proper business purposes. It is preferable that meeting minutes be taken and made available. Any benchmarking or comparative information supplied must be in full compliance with applicable laws and regulations. When in doubt, a Switchup corporate attorney must be consulted.
Protection of assets and safeguarding of competitively sensitive information
Within their sphere of activity, all employees bear their share of responsibility for the protection of the tangible and intangible assets of Switchup. Physical or tangible assets include property such as Company products, equipment, facilities, vehicles, computers and software, bank accounts, stocks and bonds, charge cards, files and other records. Intangible assets include informational assets, such as information developed by employees or agents of Switchup that is not generally known to the public (i.e. business secrets and/or know-how), industrial proprietary rights, technologies, and other items of information that are of value, important and thus needful of protection. Information provided by suppliers, customers and other business partners might also require protection.
In this context, IT security plays an important part. All employees are requested to use the information systems only in an ethical, legal and courteous manner and to use the provided security tools e.g. encryption and security procedures e.g. password handling to protect the Switchup data sufficiently.
Private use of corporate property
Installations, systems, facilities and equipment in offices and other corporate property of Switchup may only be used by employees for non-Company purposes with the written approval of appropriate levels of management or in accordance with special corporate guidelines/rules.
Treatment of confidential information
Employees are obliged to treat as confidential all internal matters relating to Switchup that have not been expressly approved for release into the public domain.
The communication of confidential internal information (for example, business strategies, research results or contents of internal reports), to unauthorized personnel either inside or outside Switchup is not permitted. This also applies to information that employees have received from third parties on a confidential basis. If your job requires you to disclose certain confidential information to third parties, specific manager approval is necessary and consideration should be given to the need for a confidentiality agreement, approved by a Company attorney and signed by the third party that will receive the confidential information.
Employees who, on the basis of their association with Switchup, learn of confidential information not approved for release into the public domain shall not use this information for their personal benefit nor for the benefit of any other person.
Avoidance of contractual risk
Switchup takes its responsibility to contractual partners seriously. To avoid misunderstandings and unintended consequences, the risk management system of Switchup requires that all employees who bear responsibility for the conclusion of agreements and contracts shall, prior to such conclusion, perform a careful assessment of the contractual duties and terms and of the risks that could arise from such agreement. Due to the complexity and legal implications associated with commercial agreements, as well as the potential for conflicts with other corporate relationships, it is the policy of Switchup that the Switchup Law Group be involved in the preparation and review of all material contracts as defined by the Company.
Financial integrity
In order to maintain the trust and respect of our shareholders, employees, business partners, communities and government officials, our financial reporting must be correct and truthful at all times.
Reporting system
All records and reports published for external consumption must be prepared timely and in line with all relevant laws and regulations.
Accounting practice
In keeping with existing legal requirements, as well as internationally recognized accounting standards, Switchup’s assets, financial transactions, operating positions, and cash flows must be accurately recorded and openly reflected in the Company’s records and public documents. We conduct business consistent with all applicable laws and regulations in every place that Switchup conducts business. We, the employees of Switchup, strive to do the right thing.
Reporting violations, enforcement, sanctions
The provisions of this Code of Conduct represent the fundamental components of Switchup’s corporate culture. This document should, however, not be misinterpreted as providing a basis for demanding that Switchup adopt a certain mode of behavior. We, the employees of Switchup, acknowledge that employees who violate any laws, regardless whether they are subject matters of our Code of Conduct or other Company policies may be disciplined up to and including termination of employment. Switchup managers may also be disciplined for failing to detect a violation in their area if, in the judgment of the Company, the failure resulted from inadequate supervision of employees.
Advice
Switchup strives to provide its employees with the information and training needed to assist employees in avoiding situations that might violate the law, our Code of Conduct or other Company policies. However, in cases of doubt, employees may obtain advice from their line managers or the Legal, Audit or Human Resources departments.
Reporting violations
Violations of the law, the Switchup Code of Conduct or other Company policies can be raised with your manager, human resources or audit representative, or a Company attorney.
Any reports must be in line with the law. Anyone who consciously makes false statements regarding another person may commit a criminal offense.
Reprisals
The Company will not discharge, demote, suspend, threaten, harass, or in any other manner, discriminate against an employee who reports a violation. Switchup will also not tolerate any attempts whatsoever to prevent employees from reporting such matters.
Conflicts of Interest, Gifts and Entertainment, Bribery and Improper Dealings
All Switchup employees are expected to have undivided loyalty to the company. We make decisions in our company’s best interest and seek to avoid situations where our personal interests or outside influences would conflict or appear to conflict with those of the company.
Conflicts of Interest
A conflict of interest arises when an employee’s personal, social, financial, or political activity may interfere, or has the appearance to interfere, with his or her loyalty or objectivity to Switchup. Conducting Switchup’s business in an honest and ethical manner requires an appropriate handling of real or ap parent conflicts of interest. If a conflict of interest has arisen, or if the potential for a conflict of interest exists, the matter should be disclosed to your manager.
Common Examples of Conflicts of Interests
• Employment and affiliations outside Switchup.
A second job providing services to or consulting with organizations doing business with or directly competing against Switchup may create a conflict of interest and must be approved by your manager. Activities or engagements of this kind would never be permissible if such work or services were for a company you interact with as part of your job.
• Employment of Close Relatives.
If a close relative works for a customer, competitor or supplier of Switchup, and if the relative may be involved with you as part of your job responsibilities, you should promptly notify your manager. As a rule, a relative should not have a business relationship with you in your capacity as a Switchup employee, anyone working in your business unit, or anyone reporting to you.
• Internal Employment of Relatives; If internal employment of relatives elsewhere in the company, or a relationship of a personal nature may interfere with your duties or may raise a conflict of interest, your manager or your Compliance Representative should be informed so that management may change the reporting or working relationship or take further appropriate steps to address the situation.
• Boards of Directors. Occasionally, accepting a position to serve on the board of directors of another organization (including positions in non-profit organizations), may raise a conflict of interest. Prior to accepting such a position, written approval from your manager.
• Investments. Employees’ investments may raise a conflict of interests if made in competitors, customers, or suppliers of Switchup. Prior written approval of your manager is required, if the investment is substantial and may influence your judgment as a Switchup employee. Please note that these rules also apply to business contacts with potential suppliers and potential customers accordingly.
General Guidance
Any apparent conflict of interest should be fully explained to your manager so that prior written permission is obtained. If you are uncertain about priorities or about your conduct in a potential conflict of interest situation or business relationship, you may consider what your answers would be to the following questions, and approach your Compliance Representative for further advice, if one of the answers is “Yes”:
• Would my activity affect or appear to affect any decision I will make for Switchup?
• Might others inside the company or my co-workers think it could affect my judgment or influence my job duties?
Gifts and Entertainment
As employees of Switchup, we are in contact with various suppliers and customers vital to Switchup’s success. Accordingly, relationships with suppliers, customers and other third parties require clear commitments to fair dealing and sound business decisions. The exchange of gifts and entertainment of an excessive nature may have an impact on our ability to make decisions free of any conflict of interest. Gifts and entertainment of a nominal nature ordinarily would not create a conflict or create the appearance of impropriety provided that local business practice and customs allow the offer and acceptance of inexpensive gifts or mementos and modest entertainment. Extravagant gifts and entertainment are never acceptable. In the rare event that a legitimate business reason or local business practice allows acceptance of a gift of significant value, it becomes property of Switchup and must be delivered to the company for use, display or other disposition. Upon his request, Switchup may decide to sell the gift to the employee, who forwarded the gift to the company.
Gifts and Entertainment Definition
Generally, gifts and entertainment mean anything of value. The list of potential items may be endless and the following examples are for illustrative purposes only:
• Gifts:
Cash or cash equivalent, discounts or favourable terms on products or service (except, if granted to all Switchup employees), loans, prizes, transportation, use of vehicles, use of vacation facilities, gift certificates, stocks, watches, calendars, pens or other promotional items and accessories, etc. Entertainment:
Business meals, sports events, hotel arrangements, etc.
• Appropriate or Inappropriate Gifts and Entertainment
Switchup has developed two general categories defining appropriate and inappropriate gifts and entertainment. Gifts and Entertainment – customarily allowed or allowed with Prior Approval Gifts and entertainment which are allowed and do not require special approval must be nominal in value (estimated value up to € 50.–) and considered a matter of common business courtesy under local business practice. Entertainment must be linked to a valid business purpose. As a rule, the following modest expressions of goodwill, if consistent with local law, industry, and business practice, are acceptable:
inexpensive promotional items, “logo” pens, calendars, caps and the like, flowers, a fruit basket, a book or comparable items, a small collection of product samples, occasional meals, ordinary sport event, theatre or other cultural event (any entertainment, but only if customer is in attendance).
For any entertainment offered to you in excess of a market value of € 300.– in the single case (or from any one source in a year) you may wish to get prior written approval from your manager. The same applies if you are offered travel or entertainment lasting more than one day or a limited public access/contingent special event entertainment (for example, “Soccer Worldcup”).
Generally, if you are considering accepting or approving a gift or entertainment, even if within the limits mentioned above, you should always consider the following issues:
• Would the gift or entertainment likely influence your objectivity?
• Is the gift or entertainment linked to a business purpose?
• Would your acceptance/approval set precedents for other employees?
• Would you expect to receive negative feedback in case your acceptance/ approval were made known to other Switchup employees or to the public outside your company, or to your friends or your family?
Inappropriate Gifts and Entertainment
In a number of cases, the acceptance of gifts or of entertainment is inappropriate or wrong and Switchup employees are requested to never accept or approve it:
• if the gift is cash or cash convertible or cash equivalent, for instance, any kind of money transfer, bank check, loan etc; or
• if the gift or the entertainment would be illegal or would result in violation of laws; or
• if the acceptance of a gift or of entertainment would be – or could be regarded as – anything “quid pro quo,” or
• if the gift or entertainment would embody an activity being regarded as immoral or would violate mutually accepted principles of respect, religions or cultures (including, but not limited to, sexually orientated activity); or
• if the gift or entertainment would violate the offering employer’s standards, rules or regulations.
• Procedure Upon Receiving an Inappropriate Gift
Any gift that you receive that would be wrong or inappropriate according to the principles described above, must be returned immediately and your manager should be informed accordingly. Where appropriate and in order to prevent further impropriety, a letter to the donor may be issued addressing Switchup’s policy with respect to gifts.
• Offering Gifts and Entertainment to Third Parties
Switchup’s rules for acceptance of gifts and entertainment described above are also applicable when gifts and entertainment are offered by Switchup employees to suppliers and customers, or other third persons having a business relationship to Switchup. The guidelines just mentioned also apply to Switchup employees who make gifts to third parties so that:
• no gift should be made in value in excess of the limits described above, and
Anti-Corruption Compliance – Restrictions for Gifts, Entertainment or Other Favours to Government Officials
As employees of Switchup, we strictly restrain from offering money or anything else of value, directly or indirectly, to government officials to avoid influencing, or appearing to influence, official decisions and actions. Most countries around the world have adopted anti-bribery-laws, providing fines, criminal penalties (including possible imprisonment) and costly enforcement actions as well as high damage penalties against both the company and its employees found guilty or being involved in bribery activity. Further, activities violating anti-bribery laws may severely damage Switchup’s reputation and the reputation of Switchup’s employees and may lead to the vicarious liability of innocent third parties. For the purpose of this provision, the term “government official” shall include any individual working at a local, state or national govern-mental entity or agency or other institution and having a status similar to government officials by pertinent law, and their families in a broad sense.
General Guidance
• No Switchup employee may promise, offer or provide any gift or other contributions of whatever value, kind and nature, to government officials, directly, indirectly or through an intermediary.
• No Switchup employee may provide meals, travel and entertainment to government officials, directly, indirectly or through an intermediary. The sole exception to the foregoing rule may be those instances where the meal, entertainment and transportation is occasional and
• directly and in good faith linked to a valid business event involving the government official in his or her official activity,
• is of reasonable, moderate value, and
• upon careful consideration, if strictly consistent with local laws and local practice. Any such offer to government officials or employees will always require prior written approval of your manager.
• Switchup and its employees may not, directly or indirectly, make donations and cannot promise, offer or provide any kind of gifts, individual entertainment, travel or meals to politicians, political parties, political organizations or to trade unions and their representatives, except where explicitly allowed or provided by local law, and then only in compliance with local law and upon written approval of the Compliance Representative. Switchup’s books, records and accounts will duly reflect these transactions and dispositions.
Protection of Switchup Funds and Assets, “Internal Gifts”
Switchup employees are committed to protect and manage the company’s funds and assets with uncompromising honesty. We do not misuse our position at Switchup or its funds or assets to privately enrich ourselves or others inside or outside of Switchup. Accordingly, Switchup funds and assets are never available for unauthorized donations or other benefits such as personal or private purposes, and must be used for “company purpose” only, such as:
• if in Switchup’s name, as giving entity; or
• if provided by individual or collective employment contract; or
• if linked to a valid business case or to a company event; or
• if linked to individual or collective official proceedings at Switchup; or
• if individual or collective incentive and had been properly rewarded and recorded.
Usually, a personal gift to the retirement of a co-worker is not in Switchup’s name, but a private disposition, other than the Administrative Assistant’s official company anniversary, sent in Switchup’s name.
Commercial Bribery and Improper Business Dealings
In most countries, commercial bribery is illegal and subject to criminal prosecution and penalties, not to mention loss of reputation and high civil or criminal penalties. Even worse, commercial bribery undermines fair trade and fair market competition. Switchup’s goal is to win customers and consumers for its products by virtue of the product quality and value, not by illegal and unfair means.
Accordingly, any personal payment, bribe, kickback or similar received by Switchup employees, or any offering of personal payments, of bribe or similar by Switchup employees to customers, suppliers or other third parties doing business with Switchup, is strictly prohibited. This prohibition to offer or receive such payments extends even to those localities where such practices are tacitly condoned, or where local law may provide lower ethical standards.