Code of Conduct

Razor Labs Code of Conduct

Introduction 

This code of conduct (“Code”) sets out the basic principles that should be followed by all directors, senior executives and employees (“Company Personnel”) of Razor Labs Ltd. (the “Company”). All Company Personnel must conduct themselves accordingly and seek to avoid even the appearance of improper behaviour. 

Purpose 

The purpose of this Code is to: 

1. Articulate the high standards of honest integrity, ethical and law-abiding behaviour expected of Company Personnel; 
2. Encourage the observance of those standards to protect and promote the interests of the Company; 
3. Guide Company Personnel as to practices necessary to maintain confidence in the Company’s integrity; and 
4. Set out the responsibility and accountability of Company Personnel to report and investigate any reported violations of this Code or unethical or unlawful behaviour. 

Compliance with laws, regulations, policies and procedures 

Company Personnel will abide by the law and any and all relevant regulation, policies and procedures published by competent authorities and/or by the Company at all times. 

General Guidelines

In their action on behalf of and/or in connection with the Company, Company Personnel shall act honestly, in good faith and in the best interests of the Company as a whole and will not engage in any conduct likely to bring discredit upon the Company, and shall use due care and diligence in fulfilling their functions. 

Anti-Discrimination and Harassment

The Company is committed to providing a workplace free from discrimination and harassment based on race, color, religion, sex, national origin, age, disability, sexual orientation, gender identity, or any other protected characteristic under applicable law. Company Personnel must treat all individuals with dignity and respect, and any form of harassment, bullying, or discriminatory behavior is strictly prohibited.

Environmental, Health, and Safety

The Company is committed to conducting business in an environmentally responsible manner and maintaining a safe and healthy workplace. Company Personnel must comply with all applicable environmental, health, and safety laws and regulations, including those related to waste management, emissions, workplace safety, and emergency procedures. Company Personnel must immediately report any environmental incidents, safety hazards, or health concerns to management.

Conflicts of interest 

A “conflict of interest” exists when a person’s private or other interest interferes in any way with the interests of the Company, for example: if any member of the Company Personnel obtains from a third party any material personal benefit or favours because of his/her position in the Company, actions of family members that may influence the Company Personnel member’s objectivity in making decisions, etc. 

In such circumstances, you must immediately report any conflict of interest, or potential or suspected conflict of interest, to your manager, and will take action to remove or manage the conflict, so as to avoid detriment to the Company or any perception of conflict of interest. 

Corporate opportunities 

Company Personnel are prohibited from taking for themselves personally, or from transferring to any third party, opportunities that are discovered by them through the use of Company property, Company information or their position with the Company. 

Company Personnel will not use the name of the Company or any information gained from their dealings with the Company for personal gain, nor allow any such information to be used for the personal gain of others or to the detriment of the Company or Company Personnel. 

Company Personnel who have access to material non-public information about the Company or other companies must not trade in securities or provide such information to others who might trade on it.

Confidentiality 

Company Personnel will take care to ensure that confidential information of or about the Company, the business of the Company, shareholders, suppliers and external service providers is properly protected and not disclosed, except where such disclosure is authorised by the Board or required by law or a regulatory body. 

Company Personnel must comply with all applicable data protection and privacy laws, including but not limited to regulations governing the collection, processing, storage, and transfer of personal data. This includes obtaining appropriate consent, implementing security measures, and respecting individual privacy rights.

Fair dealing 

Company Personnel shall avoid any act that involves, or may have the appearance of involving, theft, fraud, embezzlement or misappropriation of property, money or services, including that of the Company or any of its employees, suppliers, customers or any of its third-party service providers.

Anti-Money Laundering

Company Personnel must comply with all applicable anti-money laundering laws and regulations, including customer due diligence requirements and suspicious activity reporting obligations.

Anti-Bribery

Company Personnel are strictly prohibited from offering, giving, soliciting, or accepting bribes, kickbacks, or any other form of corrupt payment, whether directly or indirectly, to or from any person or entity, including government officials, customers, suppliers, or business partners. This prohibition applies regardless of local customs or practices. Company Personnel must comply with all applicable anti-bribery and anti-corruption laws.

Sanctions and Export Controls

Company Personnel must comply with all applicable economic sanctions, trade embargoes, and export control laws and regulations. This includes restrictions on transactions with sanctioned individuals, entities, or countries, as well as controls on the export, re-export, or transfer of goods, technology, or services. Company Personnel must conduct appropriate screening and due diligence before engaging in international business activities.

Child Labour

The Company strictly prohibits the use of child labour in any form. Company Personnel must ensure that all business operations and supply chain activities comply with applicable laws regarding minimum working age and child labour protections. Any suspected instances of child labour must be immediately reported to management.

Conflict Minerals

Company Personnel involved in procurement and supply chain management must exercise due diligence to ensure that products do not contain conflict minerals that directly or indirectly finance armed conflict or human rights abuses. The Company is committed to responsible sourcing and compliance with all applicable conflict minerals regulations.

Gifts and entertainment 

The Company imposes strict limitations on the offering and accepting of gifts and entertainment by Company Personnel. For more details on this matter, please see the Razor Labs AntiCorruption and Anti-Bribery Policy. 

Protection and proper use of assets 

The Company’s assets include, among others, information technology, intellectual property, facilities and equipment (“Company Assets”). Company Personnel will only use Company Assets for legitimate business purposes and will use all reasonable endeavours to protect any Company Asset and to ensure its efficient use. Occasional and limited personal use of the Company Assets may be acceptable, however Company Personnel should avoid excessive personal use of Company assets, and in any event shall not use Company assets for personal gain or any unlawful or unethical purpose. Company Personnel shall ensure that Company Assets are properly secure and shall take all appropriate and necessary measures to safeguard, prevent loss, damage, theft or any other misuse to or of Company Assets. The Company may monitor all use of Company Assets in order to ensure that all such use is in compliance with this Code and the Company’s policies.

Record Keeping and Document Retention

Company Personnel must maintain accurate books and records in accordance with applicable laws and Company policies, and must retain documents in accordance with legal requirements and the Company’s document retention policy.

Reporting of unlawful or unethical behaviour 

Company Personnel must immediately report any breaches of the law or this Code or unethical behaviour to their superior managers or to the Company’s board of directors (“Board”) or through the Company’s anonymous reporting hotline. Any breaches reported will be properly investigated and appropriate action will be taken. The Company encourages openness and will support anyone who raises genuine concerns in good faith under this Code, even if they turn out to be mistaken. Further, the Company is committed to ensuring no one suffers any detrimental treatment as a result of refusing to take part in any activity that breaches the law or this Code, or is unethical, or because of reporting in good faith their suspicion that an actual or potential offence has taken place, or may take place in the future, and that the identity of that person is not disclosed without their consent, except where disclosure is required by law. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavourable treatment connected with raising a concern. 

Training and Acknowledgment

All Company Personnel must complete regular training on this Code and applicable laws. Company Personnel must acknowledge in writing that they have read, understood, and will comply with this Code.

Enforcement

Violations of this Code may result in disciplinary action, up to and including termination of employment or service. The Company reserves the right to take legal action where appropriate.