Supplier Code of Conduct

Objective

This document describes Stack’s policy applicable to its suppliers, vendors, consultants and contractors (“Suppliers”).  We expect and encourage our Suppliers to support our mission that “Stack empowers the world to develop technology through collective knowledge.”  We do that through adopting a customer-first mindset, being flexible, inclusive and transparent, empowering people to deliver outstanding results, keeping community at our center and adopting a mindset to learn, share and grow.

Purpose

This Supplier Code of Conduct (“Code”) defines the basic business practices we require of our Suppliers and is a minimum standard in addition to, and not in replacement of, a Supplier’s existing legal and contractual obligations to Stack.  We maintain the right to audit Supplier’s compliance with this Code and review, suspend or under the appropriate circumstances, terminate any or all of our contractual relationships with a Supplier that is found to be in breach of this Code.  We may review and update this Code at our sole discretion.

Scope

The scope of this Policy applies to all of Stack’s vendors, suppliers, contractors and consultants including all of their officers and employees.

Ethics, Laws and Regulations

Stack expects all Suppliers to comply fully with the laws and regulations applicable to their activities in each jurisdiction in which they operate.  The applicable areas of law include, but are not limited to, the following:

• Antitrust and fair competition;
• Anti-bribery and anti-corruption including money laundering, terrorism financing, bribes, kickbacks, inappropriate gifts or entertainment, the US, Foreign Corrupt Practices Act, the United Kingdom Bribery Act and other anti-corruption laws, laws governing lobbying, gifts and payment to public officials and political campaign contribution laws;
• Export and sanctions, including trade controls, re-export and import requirements;
• Privacy and security, including the protection of personal data, information security and privacy; and
• Insider trading laws. Trading of the securities of Supplier, Stack’s parent company, Prosus, or any other publicly traded company in violation of the applicable trading laws, policies, on the basis of non-public information or providing such information to others.

Conflicts of Interest

Suppliers should immediately notify Stack of any potential conflict of interest so that, to the extent practicable, the conflict can be resolved.  Conflicts of interest occur when the personal interest of a director, officer or employee interferes with Stack’s interest.  Such situations may include a Supplier’s director, officer or employee having a financial interest in or personal relationship with Stack or its personnel or using confidential information obtained from Stack for personal gain.

Human Rights and Fair Labor Practices

Suppliers must comply with all applicable employment laws in all jurisdictions in which they operate, including:

• Prohibiting the use of forced, involuntary or child labor and trafficking in persons;
• Complying with all applicable wage, hour and overtime requirements;
• Providing workers with access to all work-related documents, including, but not limited to, identification and immigration documents;
• Creating a physically safe and healthy work environment;
• Respecting the rights of employees to free association for collective bargaining, trade unions and other legally permitted groups;
• Fostering a professional atmosphere that is safe, accessible, promotes diversity, and celebrates the unique skills and qualities of all employees and is free of discrimination, harassment, mental cruelty, inappropriate gestures, language or physical contact, intimidation, threats, abuse or exploitation of any kind;
• Providing employee grievance procedures; and
• Using recruiters trained to support all compliance requirements.

Considering the relevant risks related to the products and services Vendor will perform for Stack, Vendors should provide training to its employees and contractors commensurate with such considerations.

Supplier will verify and secure the work eligibility of all its employees (including verifying that employees are not registered on any US governmental restricted lists (e.g., BIS, OFAC) and conduct background checks that include, at a minimum, a review of criminal records for the last seven years in each county in which the employee resided, verification of educational attendance and degrees and verification of any applicable professional licenses.

Suppliers’ products and services supplied to Stack must also comply with the most recent version of the international accessibility standard Web Content Accessibility Guidelines (WCAG) Level AA, to the extent applicable.

Diversity, Equity, Inclusion and Belonging

Stack requires its Suppliers to prioritize actions designed to foster diversity, equity, inclusion and belonging in all aspects of the Supplier’s business.  Suppliers should have their own such policies and goals and regularly report to their management teams on their progress.

Security and Privacy

Supplier shall comply with all applicable laws and Stack’s requirements and procedures for maintaining passwords, confidentiality, security and privacy applicable to Supplier’s provision of goods and services to Stack, including receiving access to any Stack internal corporate network, systems or buildings.

Environmental Responsibility

Stack is concerned about protecting the environment. We expect our Suppliers to review the impact of their operations, adhere to all applicable environmental laws and adopt policies to decrease their negative impact on the environment.

Books and Record Keeping Requirements

Suppliers are required to keep accurate books and records that thoroughly reflect all transactions in reasonable detail, are supported by a proper system of internal accounting controls and comply with all applicable accounting standards and laws. This includes Suppliers’ responses to requests for proposals, invoices for goods and services, time records and all other documentation related to Suppliers’ business relationship with Stack.

Suppliers must also establish and maintain a risk management system to verify compliance with applicable laws and to quickly recover and continue operation of their business in the event of a disaster.

Reimbursements

If a Supplier contract calls for out-of-pocket reimbursement, all reimbursements shall be done in accordance with Supplier Reimbursement Policy:

• Per Diem/Meals – Stack will pay a per diem for each day that the Supplier is traveling on Stack pre-approved travel that is intended to cover all of Supplier meals for that day.  All of our per diems are set following IRS guidelines and are non-taxable. For all travel inside the US, per diems will be paid based on the GSA’s CONUS rates which you can see here. For all travel outside the US, per diems will be paid based on US Government Per Diem Rates - you can find them as the sum of "Proportional Meals" and "Local Incidental" (5th Column + 6th Column) here.
• Airfare – Our standard class of travel for airfare is in the special economy section (aka Economy Plus, Premium Economy, Comfort Economy, Extended Legroom, etc.) on a direct flight, whenever possible. Domestic Flights need to be under $1,000 or regular economy if the air fare is over that limit.  Please check with your Stack representative for guidance about international flights.
• Hotels – Please find a hotel located as near as possible to your business location and ask the hotel for an itemized receipt at checkout to include with your expense report.  For all travel inside the US, lodging rates will be based on the GSA’s CONUS lodging rates, which are here.  Our standard lodging is  three stars or above. Vacation rentals (i.e., Airbnb or Vrbo) are not authorized. For all travel outside the US, lodging rates will be paid based on US Government Per Diem Rates, detailed as "Maximum Lodging Rate” here. We will reimburse Suppliers for all base room and wifi charges.  Any additional incidental costs will need to be paid by Supplier and are not reimbursable as they are considered part of the per diem. This includes things like laundry, movies, mini-bar charges and room service (part of per diem).

Ground Transportation

Whenever possible, walking/public transit should be utilized; when not practical, rideshare apps and taxis are a good alternative.  Transportation to and from the airport will be reimbursed. In general, cars are not provided for trips to London or NYC. Rideshare apps tend to be great options in most cities.

COVID Testing

As a company we have taken many precautions to minimize the risk of contracting COVID-19.  However,  there will always be inherent risk in public places. We encourage you to test before and after all travel.

Speak Up

Suppliers may report any actual or potential violations of these policies or law to Stack at or to the following reporting service:

Website: www.lighthouse-services.com/stackexchange

• Anonymous Reporting App: Keyword: stackexchange
• Detailed instructions here
• • English speaking USA and Canada: 855-222-3691
  • Spanish speaking USA and Canada: 800-216-1288
  • French speaking Canada: 855-725-0002
  • Spanish speaking Mexico: 01-800-681-5340
  • AT&T USADirect
  • All other countries: 800-603-2869 (must dial country access code first click here for access codes and dialling instructions)

E-mail:

• reports@lighthouse-services.com (must include company name with report)