Code of Business Conduct and Ethics for Partners and Suppliers
(Adopted on July 19, 2019, and as amended on April 2, 2021)
Medallia, Inc. including its affiliates, subsidiaries and corporate offices (“Medallia”) is committed to the highest standards of legal and ethical business conduct. Medallia expects its partners, vendors, suppliers, service providers and subcontractors, and their respective employees, agents and representatives (collectively, “Suppliers”) to share the same commitment. This Code of Business Conduct and Ethics for Partners and Suppliers (this “Code“) serves as a source of guiding principles and summarizes the ethical standards of conduct that we require of our Suppliers.
This Code is not intended to cover every possible situation that may give rise to an ethical or legal concern, but is intended to promote:
- fair and accurate financial reporting;
- ethical conduct and compliance with applicable laws, rules and regulations including, without limitation, full, fair, accurate, timely and understandable disclosure in reports and documents we file with or submit to the Securities and Exchange Commission and in our other public communications;
- honest and ethical conduct, and a culture of accountability;
- commitment to human rights;
- the deterrence of wrongdoing; and
- the prompt reporting of violations of this Code, as set forth in this Code.
Suppliers are expected to review, understand and comply with the policies set forth in this Code. The Code should be viewed as the minimum standards that we expect from our Suppliers and is not intended to reduce, replace or limit any other legal or contractual obligations that you have to Medallia. Any questions about this Code or the appropriate course of conduct in a particular situation should be directed to Medallia’s legal team at firstname.lastname@example.org.
Financial Integrity, Records and Accounting
Suppliers are responsible for the accurate and complete reporting of financial information with respect to the provision of goods or services to Medallia. Financial information submitted to Medallia, government agencies or the general public must be full, fair, accurate, timely and understandable. All agreements with Medallia should be in writing and executed by a Supplier representative with appropriate authority.
Full, Fair, Accurate, Timely and Understandable Disclosure
Medallia must ensure that all disclosure in reports and documents that Medallia files with, or submits to, the Securities and Exchange Commission and in other public communications is full, fair, accurate, timely, and understandable. Supplier should cooperate and take all steps available to assist Medallia in these responsibilities to the extent consistent with Supplier’s scope of role to Medallia. In particular, Supplier should provide prompt and accurate answers to all relevant inquiries in connection with Medallia’s preparation of its public reports and disclosure. Supplier may not make public communications on Medallia’s behalf without Medallia’s prior written consent.
Gifts and Gratuities
This Code does not prohibit normal, appropriate and modest hospitality to or from third parties in the course of a business relationship that are designed to build goodwill among business partners. However, Suppliers must not give or accept gifts where doing so would create a conflict of interest, or violate any U.S. or foreign laws, including, but not limited to, the United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act of 2010, the United States Travel Act, Title 18 of the United States Code section 201 and all local anti-bribery, anti-corruption or anti-money laundering laws that may be applicable. Suppliers should adopt internal policies and procedures to ensure no payments or gifts are offered, made, requested, or received that are inconsistent with this Code.
Suppliers may not give or accept gifts with an intention, or a reasonable prospect, of influencing Medallia customers, prospects, employees, representatives or other Suppliers to obtain or retain an improper business advantage, or to reward the provision or retention of an improper business advantage, or in explicit or implicit exchange for favors or benefits. Suppliers must always remain mindful that government or public officials, international organization officials, or employees of state-owned or state-controlled companies are restricted in the benefits they can accept for performing their duties, including both cash and non-cash benefits such as meals, gifts, travel, and entertainment.
The practice of giving business gifts and taking part in corporate hospitality or undertaking speaking engagements varies between countries, regions and industries. What may be normal and acceptable in one locale may not be in another. The test to be applied is whether in all the circumstances the gift or hospitality is reasonable and justifiable (both from the perspective of the provider and recipient) rather than lavish and extraordinary, bearing in mind that what may normally be viewed as small or insignificant in some countries can be of significant value in another. The intention behind the gift should always be considered and nothing must be explicitly or implicitly expected or demanded in return.
However, to be clear Supplier must never directly or indirectly (e.g., via a third party) make or provide a payment (including cash or any other items of value such as meals, gifts, travel, entertainment, etc.) to a foreign official or government employee to corruptly influence the foreign official or government employee, to obtain or retain business for Medallia or to acquire any improper advantage.
Protection of Assets, Confidentiality and Communications
Suppliers should endeavor to protect Medallia’s assets (including data, systems, and equipment) to which Supplier has access and ensure their intended and authorized use. Any suspected incident of fraud or theft should be reported immediately to Medallia’s legal team for investigation.
In doing business with Medallia, Supplier may learn confidential or proprietary information about Medallia, its customers, employees or other Suppliers. Confidential or proprietary information of Medallia, and of other companies, includes any nonpublic information that would be harmful to the relevant company or useful to competitors if disclosed. Confidential information includes, but is not limited to, Medallia’s business and marketing plans, intellectual property, trade secrets, business processes, information relating to Medallia’s prospects and customers, and product pricing information.
Supplier must (1) maintain the confidentiality of information about Medallia and other companies entrusted to Supplier by Medallia; (2) use such information only for authorized business purposes and in accordance with any restrictions imposed by the disclosing party; and (3) limit dissemination of the confidential information to individuals who need to know the information for business purposes. Any such individuals must be bound by similar obligations of confidentiality, unless disclosure is authorized or legally mandated.
Medallia has a history of succeeding through honest business competition. Medallia does not seek competitive advantages through unlawful or unethical business practices. Supplier should similarly endeavor to deal fairly with its customers, service providers, business partners and competitors. No Supplier should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.
Conflicts of Interest
Suppliers must avoid situations or relationships that may give rise to an actual, apparent or potential conflict of interest, especially as it relates to Supplier’s activities for or on behalf of Medallia. Suppliers must disclose actual, apparent or potential conflicts of interest to Medallia’s legal team. Raising an issue right away will allow Medallia to assess the situation and address it appropriately.
Compliance with Laws, Rules and Regulations
Medallia strives to comply with all laws and governmental regulations that are applicable to its activities, and likewise expects all Suppliers to respect and obey all applicable laws and regulations when doing business with Medallia or otherwise carrying out responsibilities on behalf of Medallia.
Suppliers have an obligation to be knowledgeable about specific laws, rules and regulations that apply to Supplier. If a law conflicts with a policy in this Code, Supplier must comply with the law.
The following is a brief summary of certain topics about which Supplier should be aware:
Medallia is dedicated to compliance with laws governing fair competition, including antitrust laws, in all of its activities. Competition laws and regulations throughout the world are designed to foster a competitive marketplace and prohibit anti-competitive conduct or activities that restrain trade. Supplier must not take actions in combination with other companies that restrain competition in violation of applicable laws. Certain antitrust violations involving agreements with other Suppliers or competitors are criminal and can result in large fines and prison terms for the individuals involved. In addition, actions taken by an individual company in market segments in which it has a particularly strong position may violate antitrust laws if the actions have the effect of excluding competition through unfair means.
Fair Employment Practices and Respect for Human Rights
Medallia is firmly committed to providing a healthy and safe work environment in which all individuals are treated with respect and dignity, without regard to race, religion, skin color, sex, pregnancy, national origin, age, physical or mental disability, military or covered-veteran status, marital status, sexual orientation, family medical leave, gender identity or any other classification protected by applicable law. Every individual has the right to work in a professional atmosphere that is free of violence and bullying, that promotes equal employment opportunities and where discriminatory practices, including harassment, are prohibited. Medallia requires Suppliers to promote policies and practices that prohibit violence, bullying, discrimination and harassment consistent with this Code and applicable local law. Medallia also requires Suppliers to ensure that their workers have an effective and accessible system to report grievances, including ones that comply with applicable law. The mechanism should encourage workers to openly bring concerns to management and where appropriate, facilitate open communication between the management team and workers.
Suppliers must also uphold the human rights of workers, and to treat them with dignity and respect as understood by the local, national, and international principles, including, but not limited to the Tracking Victims Protection Act and the UK Modern Slavery Act of 2015. Medallia prohibits Suppliers from engaging in human trafficking, slavery, servitude, forced or compulsory labor, forced child labor and all other trafficking-related activities. Forced, bonded, or indentured labor or involuntary prison labor shall not be used under any circumstances. All workers will be voluntary, and workers should be free to leave upon reasonable notice. Suppliers should compensate workers in a timely manner at pay rates that comply with applicable wage laws, including minimum wages and overtime.
The use of child labor shall not be used under any circumstances. No person under the age of 15 (or under 14 according to the applicable local laws) may be employed by the Supplier. Suppliers should adopt procedures and maintain documentation to verify that no workers are younger than the local legal age for completing compulsory education. Workers under the age of 18 may not perform work that is likely to jeopardize their health or safety. Supplier must comply with applicable labor and employment laws, rules and regulations.
Suppliers are required to provide workers with a safe and healthy environment that conforms to all applicable health and safety laws and regulations. Suppliers should implement health and safety measures to minimize potential safety hazards. Workers shall not be disciplined for raising safety concerns. Suppliers will comply with all applicable quality, health, and safety regulations. All required insurance, permits, licenses and registrations must be obtained, maintained and kept up-to date. Suppliers must comply with all laws that apply to its relationship with its workers, including, but not limited to, laws that govern the terms and condition of respective employment relationships.
Environmental responsibility and sustainability are an integral part of Medallia’s business strategy. Medallia is committed to minimizing the impact of its activities on the environment and we ask our Suppliers to do the same. Waste of all types should be eliminated at the source or reduced by practices such as modifying production, maintenance and facility processes, using materials substitution, conservation, recycling and re-using materials. All required environmental registrations and permits are to be obtained and maintained. Supplier will manage and dispose of all materials in an environmentally responsible manner that is protective of human health and the environment, in accordance with applicable laws, rules, and regulations.
Foreign Corrupt Practices and Anti-Bribery Laws
Supplier may only transact business on behalf of Medallia in foreign markets and with foreign government officials in accordance with Medallia’s established policies regarding foreign corrupt practices and/or any applicable law, including but not limited to the United States Foreign Corrupt Practices Act (the “FCPA”), the United Kingdom Bribery Act of 2010, the United States Travel Act, Title 18 of the United States Code section 201 and all local anti-bribery, anti-corruption or anti-money laundering laws that may be applicable. Supplier must never engage in any bribery, kickbacks or other types of corruption when dealing with customers or other third parties regardless of local laws, practices or competitive intensity. Specifically, Supplier must never directly or indirectly via a third party make or provide a payment (including cash or any other items of value such as meals, gifts, travel, entertainment, etc.) to a foreign official or government employee to corruptly influence the foreign official or government employee, to obtain or retain business for Medallia or to acquire any improper advantage.
If Supplier will be representing or acting on Medallia’s behalf, then Supplier also must comply with Medallia’s Global Anti-Corruption Policy, a copy of which is available by contacting Medallia’s legal team.
Export Control Laws
Export control laws govern the export of commodities, technical data, and written or oral disclosures of technical data from the United States, as well as trade with and the provision of services to, certain individuals, entities and nations. Medallia requires Suppliers to comply with these laws to the extent applicable.
Under federal and state securities laws, it is illegal to trade in the securities of a company while in possession of material nonpublic information about that company. Because Supplier may come across knowledge of specific confidential information that is not disclosed outside Medallia which will constitute material nonpublic information, trading in Medallia’s securities could constitute insider trading and could violate the law, as could giving material nonpublic information to others who trade on that information. It is Supplier’s responsibility to comply with these laws and not to share material nonpublic information or trade in Medallia stock if in possession of material nonpublic information.
Compliance and Reporting
Compliance with this Code
Suppliers shall audit their compliance with this Code and customer contractual requirements related to any other responsibility. Medallia may also audit its Suppliers for compliance to the Code or request written certification from Supplier (signed by an officer of the Supplier) of its compliance with this Code. Suppliers shall cooperate timely and fully with any such reasonable compliance audit or request for certification by Medallia. Suppliers shall have a corrective and preventative action process in place to address non-compliances to the Code. Suppliers shall also create and maintain documents and records to ensure regulatory compliance and conformity to the Code and any other agreed Medallia requirements.
Supplier is encouraged to seek guidance from Medallia when in doubt about whether a particular situation violates this Code. In most instances, questions regarding this Code should be brought to the attention of Medallia’s legal team.
Suppliers are responsible for preventing and reporting violations of this Code. If Supplier knows of or suspects a violation of this Code, or of applicable laws and regulations (including complaints or concerns about accounting, internal accounting controls or auditing matters), Supplier should report it immediately to Medallia’s legal team or online at www.medallia.ethicspoint.com.
Reported violations will be promptly and thoroughly investigated by Medallia. The person reporting the violation should not conduct an investigation on their own. Supplier is expected to cooperate fully with any appropriately authorized investigation into reported violations, and should not withhold, tamper with or fail to communicate relevant information in connection with an appropriately authorized investigation.
Violations of this Code or applicable law may result in termination of Supplier’s relationship and agreement with Medallia. Medallia may also report violations of law to the appropriate law enforcement authorities.
Nothing contained in this Code or any other Medallia agreement or policy is intended to prohibit or restrict Supplier from disclosing confidential information to any government, regulatory or self-regulatory agency, including under Section 21F of the Securities and Exchange Act of 1934, as amended, and the rules thereunder.