This Code of Conduct For Experts (“ Code”) will become binding on you (“ You”/ the “ Expert” / the “ Consultant” which expression shall not include Your successors-in-interest and assignees) once You provide Your acceptance. Wherever applicable, this Code shall be deemed to be a part of the ‘Agreement with Expert’ (“ Agreement” / “ Terms of Service (Consultants)” entered into between You and Vedak.
1. Your Conduct
1.1. You will perform all of Your duties and responsibilities with such skill, diligence and expertise as may be expected from a person of similar expertise but with no less than reasonable care.
1.2. Your conduct will always reflect favourably on Vedak. You will not disparage Vedak or a Client, their directors and officers, employees, clients, vendors and other stakeholders.
1.3. You will not do or omit to do anything which conflicts with the Your obligations to Vedak or Client. If You have any ambiguity regarding a certain course of action, You will immediately consult with Vedak. Vedak’s decision shall be final and binding on You.
1.4. In the performance of Your duties under this Agreement and/ or this Code, and at alltimes during Your engagement, You must: (a) act in Vedak’s best interests; (b) use Your best endeavours to protect and promote the reputation and interests of Vedak; (c) perform Your duties and responsibilities to the best of Your knowledge and abilities; (d) work the hours necessary to perform Your duties; and (e) actprofessionally .
2. Conflict of Interest
2.1. You understand that You are the only individual who can decide whether You are professionally and ethically allowed to participate in an assignment regarding a subject. Accordingly:
2.1.1. It is Your sole responsibility to ensure that You’re fully competent to take up an assignment and are not restricted or prohibited from doing so in any manner, including under any subsisting or prior employment contract.
2.1.2. To determine any conflict of interest, You must go through the entire scope of the relevant assignment and the required expertise. If You discern any conflict of interest or demand for confidential information, You should immediately communicate off-limit topics, a potential conflict of interest and other relevant information to Vedak.Your eligibility to take up the assignment may change based on the information provided .
2.1.3. YOU MUST DECLINE, OR DISCONTINUE PARTICIPATION IN, ANY PROJECT OR PLATFORM ACTIVITY THAT PRESENTS A CONFLICT OF INTEREST OR WOULD RESULT IN A VIOLATION OF ANY APPLICABLE LAW, THE AGREEMENT, THIS CODE OR YOUR OBLIGATIONS TO PAST OR PRESENT EMPLOYERS OR ANY OTHER THIRD PARTY.
2.2. For this Code, a conflict of interest will be deemed to occur whenever the prospect of direct or indirect personal gain may influence or appear to influence Your judgment or actions while conducting business with Vedak and/ or Client. Such circumstances, without limitation, may include:
1.1.1. A business interest or a personal interest in the subject matter, economically or otherwise, whether directly or through someone closely related or associated with You in any manner.
1.1.2. Circumstances in which Your personal interest contradicts the interests of Vedak and/ or Client.
1.1.3. Your ability to use Your position with Vedak and its Clients to Your personal advantage.
1.1.4. Your engagement in activities will bring direct or indirect profit to a competitor of Vedak or Client or Client’s customer.
1.1.5. Your use of connections obtained through Vedak or its Clients for Your private purposes.
1.1.6. Your acts or omissions may compromise the terms of the Agreement, any contract with the Client or any contract with a third party, including but not limited to Your current or past employers. For clarity, if You’re currently employed, You may enter into the Agreement only if Your employer does not prevent You from outside consultations and from being a member of Vedak.
2.3. You must disclose all potential conflicts and limitations: (i) at the time of registration on the Platform; and (ii) each time before accepting an assignment on the Platform.
2.4. Immediately upon becoming aware of or suspicion of any conflict and/ or limitation as aforesaid, You will inform Vedak and the Client and abide by Vedak’s decision. Upon receiving such information, Vedak may, in consultation with the Client:
1.3.1. Allow You to consult on a more general topic; or
1.3.2. immediately and without notice, remove You from such assignment to which the conflict and/ or limitation is applicable.
2.5. You will not participate in or seek to influence any decision under any circumstances that can give rise to an actual or perceived conflict of interest.
2.6. If the events giving rise to a conflict of interest occur at a date later than that on which You began consulting on a particular assignment, it is Your sole responsibility to notify Vedak of such conflict without delay and promptly remove Yourself from any further involvement in the concerned assignment with Client. Notwithstanding anything contained in this provision, You shall continue to be bound by obligations in the Agreement/and/ or this Code.
2.7. In the event of such conflict and/ or limitation, You will be solely responsiblefor obtaining all relevant waivers and clearancesenabling Youto be a party to the Agreement lawfully and/ or abide by this Code. Any violation of the terms of this provision will be treated as a material breach of the terms of the Agreementand/ or this Code. Vedak will not be liable to any of Your current or past employer/s or to third parties for any damages arisingfrom Your breach of these terms.
3. Confidential Information
3.1. “ Confidential Information” shall have the same meaning in the Agreement.
3.2. It is Your sole responsibility to:
3.2.1. Strictly comply with all obligations regarding Confidential Information under the Agreement; and
3.2.2. Ensure Your conduct does not violate any confidentiality obligations placed on You under a contract with a current or former employer or any other third-party. If You violate any obligations under a third-party contract, Vedak shall not be liable to You or any third party for any damages arising out of such violation.; and
3.2.3. In particular, ensure You will not:
(a) request Vedak and/ or any Client to disclose or otherwise solicit any Confidential Information; or
(b) identify Vedak’s Clients on any third-party website, online or offline job profile or any business networking profile; or
(c) share with any third-party the nature and subject matter of the assignments You participate in through the Platform, the discussion with Clients, the conclusions/ decisions made by Clients and/ or any other non-public information disclosed to You by the Client; or
(d) reveal during an assignment any details about Your current employment or any information, whether public or non-public, about Your current employer. For clarity, while You may discuss information based on Your knowledge of Your industry or area of expertise, including the domain You honed in Your current position, You may never discuss or reveal any internal practice, strategy or procedure or confidential or non-public information relating to Your current employer; or
(e) reveal during an assignment any non-public information related to Your former employer. However, You may reveal publicly available information about Your former employer after the expiry of 6 (six) months from the last date of Your tenure with Your former employer; or
(f) share any material non-public information with Vedak and/ or any Client. For your ease of reference, we’ve provided a non-exhaustive list of material information across various functional areas/ departments in Annexure 1 .
3.3. Any violation of the terms in this provision shall be treated as a material breach of the terms of the Agreement and/ or this Code.
4. Profession-Specific Restrictions
4.1. You shall follow the profession-specific restrictions listed in Annexure 2 relevant to Your domain of expertise.
5. Independent Contractor Status
5.1. It is the express intention of Vedak and You that You perform the Expert Services as an independent contractor to Vedak. Nothing in the Agreement and/ or this Code shall in any way be construed to constitute You as an agent, employee or representative of Vedak. You are an independent contractor for all purposes, without express or implied authorityfor all purposes. You are an independent contractor to bind Vedak by contract or otherwise.
6. Non-Compete and Non-Solicitation
6.1. You shall not, during the Agreement with Vedak and for two (2) years after that :
6.1.1. Directly or indirectly Compete with Vedak. ‘Compete’ and its word forms include the commencement and carrying on, in any medium, including by any website, mobile application or other online platform or offline methods, and whether asa consultant, employee, shareholder, partner, director, advisor, vendor, service provider or in any other manner whatsoever, any venture, business or activity, identical with or substantially similar to the venture, business and activitiesare undertaken by Vedak; or
6.1.2. Solicit for hire or hire or encourage or otherwise induce any Client, consultant, employee, vendor or other counterparties of or stakeholderregarding Vedak to terminate their engagement or contract with Vedak for any reason whatsoever.
6.2. Without limiting the foregoing, You shall not engage in, or contribute knowledge to, any work that is competitive with or functionally similar to a product, process, or service, including the Platform/ Vedak Platform Services, with which You were associated in any manner in the course of Your engagement with Vedak. You shall not divert or attempt to divert from Vedak any business or solicit business from Clients.
6.3. If the aforesaid restrictions are deemed unenforceable by a court or similar forum, You shall be deemed to have consented that the restrictions shall be so modified as to render them enforceable to the maximum extent permitted by law.
7. Compliance with Laws
7.1. In connection with the provision of Expert Services and/ or other activities to be carried out under the Expert Agreement, You shall comply with, and shall ensure that You are aware of and will comply with all anti-bribery and corruption laws applicable in India, the European Union, the United Kingdom, the United States or any relevant and applicable jurisdiction to this Agreement ( “ABC Laws”).
7.2. You shall not take any actions or make any omissions that would cause Vedak or Client to violate any ABC Laws.
7.3. You shall not, directly or indirectly, offer, pay, promise to pay or authorise any bribe, other undue financial or other advantage or make any facilitation payment to, or receive any bribe or other undue financial or other advantages from, a public official or a private party in connection with this Agreementand/ or this Code.
8. Contact Us
8.1. We take proactive steps to avoid any possible conflict. Under the Agreement and this Code, You should submit informationabout all potentialconflicts and limitations while accepting the consulting assignment.
8.2. If You have any questions about conflict of interest, our in-house conflict resolution mechanism helpsmitigate any conflict.
8.3. For any questions or more details about the compliance framework, please contact us at leagl@vedak.com or call 980 480 1141.
Annexure 1
Non-exhaustive list of material information across functional areas/ departments
Financial |
● Proposed nonpublic financial/ M&A/ divestment transactions ● Financial planning for next year, Capacity expansions ● Product-specific: revenues, costs, margins, shares, vendors ● New orders, contracts, expected sales, Client pipeline ● Employees, salaries, sales quotas, ● Split of the operational overheads |
Marketing |
● New product development plans and launches ● Competitive advantages ● Customers, persona, positioning ● Marketing spends and distributions, their performances |
Manufacturing |
● Vendors, wallet shares, onboarding processes ● Production rates, failure rates, inventory levels ● Future plans - technology, expansion, products, testing ● Material costs, overhead cost, cost breakdown ● Manufacturing processes, product compositions |
Research & Development |
● Product plans, progress, compositions, regulatory approvals ● Technical and performance specifications ● Existing projects, new discoveries, Projects in progress, problems faced ● Results of experiments / trials |
Other |
● Industry dynamics ● Trade secrets ● Stock splits, buybacks, Potential IPO, dividends ● Potential bankruptcy ● Business or operations strategy ● Quarterly earnings, targets, audits ● Gain or loss of a major customer ● Changes in management ● Compensations |
Annexure 2
Profession-Specific Restrictions
● Accounting professionals: Do not provide any consultation or advice to the Clients whom You are currently auditing or have/had audited in the past three years.
● Employees working/ worked with the accounting or finance department of a company: You cannot discuss anything related to Your employer company’s or its affiliates accounting or financials for three years.
● Healthcare professionals: Do not provide any medical advice or discuss patient information during consultations.
● Government or semi-government employees: Do not participate in any consulting request. You can only consult after retiring from the organisation and completing the cool-down period.
● Employees of any publicly listed company, including subsidiaries and affiliates: Inform us if You are a director, officer, employee, or consultant of any publicly listed company, including subsidiaries and affiliates. It may limit Your eligibility to participate in assignments.
● Directors of a company: Inform us beforehand it may limit Your eligibility to participate in assignments.
● You will not give any investment advice, including, without limitation, rating or recommending any security, or purchasing, or selling any security, etc.