Agreements

Supplier Code of Conduct

INTRODUCTION

Carta is committed to the highest standards of social responsibility and ethical conduct. We rely on our employees as well as our Suppliers to maintain our high ethical standards. The Carta Supplier Code of Conduct (“SCoC”) applies to all Suppliers, including but not limited to our vendors, consulting partners and service providers, collectively “Suppliers”. It states our expectations of our Suppliers and their employees, agents and subcontractors when conducting business with or on behalf of Carta. Suppliers should require their next-tier suppliers to acknowledge and implement the SCoC in their operations and across their supply chains. Suppliers should promptly inform their Carta contact, a member of Carta management, or the contacts provided at the end of this document when any situation develops that causes the Supplier to operate in violation of this SCoC. Carta values Suppliers who join Carta in supporting these common goals of integrity and ethical business practices.

COMPLIANCE WITH LAWS AND REGULATIONS
All Suppliers shall conduct their business activities in full compliance with all applicable laws and regulations while conducting business with and/or on behalf of Carta.

Privacy
Suppliers shall comply with all applicable data privacy laws including but not limited to the EU’s GDPR, California’s CCPA & CPRA, Canada’s PIPEDA, Brazil’s LGPD, Singapore’s Personal Data Protection Act, etc.

Trade
Suppliers shall comply with all applicable trade controls, as well as all applicable export, re-export and import laws and regulations in providing goods and/or services to Carta.

Anti-Bribery, Anti-Corruption, Anti-Money Laundering and Fair Dealing
At Carta, our business practices are based on honesty, integrity and compliance with the law. Carta is committed to dealing fairly and honestly with all our Suppliers, regardless of where they are located or the type of products or services they provide. Suppliers should never propose or enter into any agreement with a competitor to fix margins, prices or contractual terms, or to divide up the market in any way.

Suppliers should not offer, provide, authorize or receive bribes, kickbacks or other improper payments for any reason. Suppliers also should comply with all applicable anti-bribery and corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act (FCPA) and the U.K. Bribery Act.

Suppliers should prevent and monitor for possible money laundering, terrorist financing or activity violating any applicable sanctions or export-based restrictions. Suppliers should ensure they are conducting business only with reputable Suppliers, for legitimate business purposes, with funds derived from legitimate sources.

Insider Trading
Suppliers should comply with securities laws and may never use any confidential, non-public information obtained during their relationship with Carta for the personal benefit of the Supplier, their employees or any other person.

Work Hours and Age Laws
Suppliers shall comply with all applicable laws on work hours and overtime, as well as all applicable laws on wages and benefits. In addition, Suppliers shall observe all applicable legal requirements for work of employees under 18 years of age, particularly those pertaining to hours of work and working conditions.

Non-Discrimination or Harassment
Carta does not tolerate, and Suppliers shall not engage in, any form of discrimination, harassment or demeaning behavior against any individual or group on the basis of race, color, religion, sex, sexual orientation, gender identification, national origin or ancestry, citizenship, age, marital or family status, military or veteran status, physical or mental illness or disability, pregnancy or any other basis prohibited by applicable law.

BUSINESS CONDUCT

Conflicts of Interest
Suppliers shall avoid situations that create, or even appear to create, a conflict of interest with Carta. For example, having a material financial interest in Carta may create a conflict of interest. In deciding whether a financial interest in Carta is a conflict of interest, the Supplier shall consider the size and nature of the investment, the Supplier’s ability to influence decisions of Carta, the Supplier’s access to confidential information about Carta, and the nature of the relationship. This would include a spouse, relative or close friend of a Carta employee who can use his/her position or influence the bidding process or other negotiations. The Supplier should disclose that relationship to the Carta Core Compliance department.

Gifts, Meals and Entertainment
At Carta, we believe the purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships, not to gain an unfair advantage or attempt to influence business decisions including but not limited to the solicitation of business. Suppliers should never offer or provide any gift or entertainment to a Carta employee or immediate family member of a Carta employee unless it:

  • is reasonable and not extravagant,

  • is appropriate under the circumstances and serves a valid business purpose,

  • is customary and appropriate under U.S. and local customs,

  • is not being offered for any improper purpose and could not be construed as a bribe or payoff (i.e. “quid pro quo”), and

  • does not violate any U.S., local or international laws or regulations.

Business Records
Suppliers shall always honestly and accurately record and report all business information and comply with all applicable laws regarding their completion and accuracy. Suppliers shall create, retain and dispose of business records in full compliance with all applicable legal and regulatory requirements.

Audit
While Suppliers are expected to self-monitor and demonstrate their compliance with the SCoC, Carta may audit Suppliers to confirm compliance. Suppliers that behave in a manner that is unlawful or inconsistent with the SCoC or any other Carta policy risk termination of their business relationship with Carta.

Carta Property & Confidential Information
Any confidential or proprietary information about Carta that the Suppliers may become aware of, including anything the Supplier knows or learns about Carta, our customers, our suppliers and other third parties that is not available to the public, shall be kept strictly confidential. Suppliers’ responsibility to protect Carta’s confidential and proprietary information continues even after the completion of their assignment or contract with Carta. Suppliers shall notify a Carta authorized representative of any unauthorized use of Carta confidential information by a third party. Suppliers shall protect and conserve Carta’s valuable property and resources and use them only for legitimate business with Carta.

Intellectual Property
Suppliers may only use Carta’s intellectual property to the extent permitted under their contract with Carta and must not infringe or misuse the intellectual property of Carta or others. Intellectual property includes, among other things, Carta copyrights, patents, trademarks, trade secrets and other intangible property. Suppliers should notify a Carta authorized representative of any unauthorized use of Carta intellectual property by a third party. Suppliers agree they shall promptly remove any use of Carta’s intellectual property upon Carta’s request.

Product and Service Quality
Any Supplier who is supplying products and services to Carta shall meet and comply with applicable regulatory quality and safety standards, in addition to Carta’s internal quality standards, policies, specifications, procedures and contract requirements. Suppliers shall:

  • Follow established Carta procurement rules and procedures, including not beginning any work for Carta without an authorized purchase order and contract

  • Conduct appropriate due diligence before engaging third parties, such as employees, agents, consultants, suppliers, resellers, or distributors

  • Not subcontract work for Carta unless the Supplier obtains prior written consent from Carta

ENVIRONMENT, SOCIAL AND GOVERNANCE

Environment & Sustainability
At Carta we are committed to protecting our planet and the climate, and to reducing our consumption of all resources. We expect our Suppliers to, at a minimum, comply with all local, state and federal environmental regulations. Carta encourages its Suppliers to develop environmental and energy management systems and take steps to measure, report and manage their environmental footprints including their greenhouse gas emissions, energy consumption, water use, air pollution and waste generation.

Suppliers Diversity & Inclusion
We are committed to creating an inclusive culture where all of our employees can bring their best selves to work to reach their full potential. We strongly encourage our suppliers to put in place their own diversity and inclusion plans, comply with all applicable local laws and regulations, and ensure that a broad range of perspectives are included. Carta also encourages its Suppliers to partner with small and socio-economically diverse suppliers in their own procurement and subcontracting activities. Our Diversity, Equity and Inclusion team is happy to meet with any of our suppliers who are early on their DEI journey and are looking for guidance and support.

Human Rights & Freedom of Association
We are opposed to all forms of discrimination with respect to employment and occupation, modern slavery, human trafficking, forced or compulsory labor, and child labor. In accordance with the United Nations Declaration on Human Rights and the International Labour Organization Declaration on Fundamental Principles and Rights at Work, we expect our Suppliers to share in our respect for human rights, employee health and safety, and a voluntary labor force. We expect our Suppliers to comply with all relevant human rights laws and regulations and respect their employees’ right to associate or engage in collective bargaining.

Health and Safety
Suppliers are expected to strive to achieve the highest levels of health and safety. As a part of this, Suppliers shall develop and implement health and safety management practices in all aspects of their business. Without limitation, Suppliers shall:

  • Comply with all applicable occupational health and safety laws and regulations, including but not limited to laws and regulations that address occupational safety, emergency preparedness, occupational injury and illness, industrial hygiene; and

  • Establish and implement business continuity plans that address topics including but not limited to natural disasters, emergencies and other potential business interruptions.

Protection of Identity and Non-Retaliation
Suppliers shall maintain programs that ensure the confidentiality, anonymity and protection of Suppliers and their employee whistleblowers, unless prohibited by law. Suppliers shall implement a communicated process for Suppliers’ employees to be able to raise any concerns without fear of retaliation.

Pre-Placement Background Screens
Suppliers shall comply with Carta’s Background Screening Policy, as may be amended, and perform background checks on all Supplier’s personnel as required by Carta.

MONITORING AND REPORTING MISCONDUCT

Subcontractor Monitoring
Suppliers shall engage in monitoring and verification of their subcontractors to assess, prevent, remediate and/or report any actual or potential noncompliance associated with all sections of this SCoC.

Reporting
Suppliers are encouraged to report to Carta any conduct, including conduct of any Carta employee, that the Suppliers believe in good faith to be an actual, apparent or potential violation of this SCoC. Prompt reporting of misconduct is in the best interest of everyone and helps ensure our continued ethical business relationship. Carta will maintain confidentiality to the extent possible and will not tolerate any retaliation taken against any individual who has, in good faith, reported questionable behavior or a possible violation of this SCoC.

Suppliers can report concerns at https://app.integritycounts.ca/org/carta