Supplier Code of Conduct

of Time is Ltd. s.r.o., Kafkova 346/14, 160 00 Praha 6, Česká republika postal code, registered in the Commercial Register kept by the Municipal Court in Prague, Section C, Entry 263767, IČ: 05446872, DIČ: CZ05446872


1. Introduction
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This Supplier Code of Conduct is to specify Time is Ltd. s.r.o., Kafkova 346/14, 160 00 Praha 6, Česká republika postal code, registered in the Commercial Register kept by the Municipal Court in Prague, Section C, Entry 263767, IČ: 05446872, DIČ: CZ05446872 (hereinafter “TIL” or the “Company”) expectations from its Suppliers and to establish rules for business cooperation between the Company and its Suppliers. This TIL Supplier Code of Conduct is binding on all persons cooperating with TIL and performing work for TIL based on contracts concluded in accordance with Civil Code

2. Definitions

“TIL Supplier / Supplier”
a person in a business relationship to TIL performing work for TIL based on contracts concluded in accordance with Civil Code

“TIL Supplier Code of Conduct”
A set of basic rules governing the behaviour of TIL Suppliers beyond the statutory regulation

“Company Management”
An Executive Director (in Czech: jednatel) of TIL

“Civil Code”
Act No. 89/2012 Coll., the Civil Code, as amended

Part A: TIL Supplier Code of Conduct
1 TIL Principles of Ethics
The basic principles of the activities of TIL that TIL Suppliers are obliged to respect and follow, are:
a)     protection of business and other secrets;
b)    professionalism and quality of the services delivered;
c)     honest and fair conduct;
d)    compliance with laws;
e)     discrimination ban.

2 Protection of Business and Other Secrets
Any information provided to TIL Suppliers and/or found by them especially when performing duties under their business relationship to the Company, regardless of the manner of its provision or finding, is considered confidential (hereinafter “Confidential Information”).
The decision on which Confidential Information and to what extent will be provided is fully at the discretion of TIL. Any information provided and any rights to it remain in the ownership and possession of TIL.
The Suppliers are obliged to maintain the confidentiality of all the Confidential Information provided or found, keep it confidential, not to disclose it to third parties without the prior express written consent of TIL and protect it reasonably against any disclosure.
Any information that is and/or could be part of business secret shall be implicitly considered confidential, in particular:
a)     descriptions or parts of descriptions of technological processes and know-how, including any information relating to any products and services provided, designed and developed by TIL;
b)    information on the operation methods, procedures and work processes of Company TIL;
c)     business and/or marketing plans, concepts and strategies of TIL or parts thereof;
d)    offers, contracts, agreements, deals or any other arrangements of TIL with third parties;
e)     information on the economic results of TIL;
f)      information on the identity of the business partners of TIL and the relations with them;
g)    information on the relations of TIL with its Suppliers and permanent or occasional collaborators;
h)    any other information the disclosure or misuse of which by the Suppliers could cause harm to TIL;
i)       was available to the Supplier before the effective date of the TIL Supplier Code of Conduct, even if such information was the subject matter of an agreement on information protection concluded earlier between the Supplier and TIL;
j)       shows any of the characteristics mentioned above, even if it results from a procedure by which the Supplier finds it independently and is able to prove this fact by his or her records and/or confidential information of a third party. 

The publicly available information, unless it became publicly available due to intentional or negligent breach of any Supplier duty or due to breach by TIL, shall not be considered as confidential.

‍The protection of information under this provision shall also apply to any information provided to the Supplier by persons related to the Company in accordance with Section 79 of Act No. 90/2012, the Act on Commercial Corporations, as amended (hereinafter the “Commercial Corporation Code”),or relating to such persons. The protection of information under this provision shall survive regardless of the possible termination of the business or other relationship of the Supplier with TIL for any reason and its effectiveness will expire not until three (3) years after the termination of the business or other relationship of the Supplier with TIL, but not earlier than three (3) years from the provision of the last Confidential Information.
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‍3 TIL’s Relationship to customers
3.1 Status of the customer of TIL

All TIL Suppliers shall continually strive to cultivate the culture of service provision, while systematically striving to meet and even exceeded the expectations of the customers. TIL Suppliers should endeavour to understand the situation and needs of the TIL customers so that they could be provided with the most appropriate products and services. For this purpose, the Supplier:
a) offers a service or product only if it has the appropriate licence and expertise as well as the necessary support functions and capacities;
b) strives to provide services in the best interest of TIL and the customer;
c) avoids potential conflicts of interest between TIL and the customers.

3.2 Provision of information and services to customers

As a matter of principle, TIL Suppliers are obliged to provide the customer with services of the highest possible quality.
TIL Suppliers shall always act in a due professional manner and in a full compliance with the TIL Supplier Code of Code of Conduct. Moreover, they shall always stay perceptive to any customers’ needs and current or future demands on potential services that are or might be provided by TIL and the Suppliers shall report the identification of such TIL business opportunities to the Company Management without undue delay.
In providing the products and services to the customer, TIL Suppliers are obliged to proceed with due professional care.
False or misleading advertising or knowingly harming the competition is unacceptable.
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‍4 Rules of the Acceptance of Gifts or Other Benefits
Gifts, entertainment or other benefits are an accepted part of business life. However, if such a benefit in business dealings is becoming compromising or appears as compromising, there may be problems. For this reason, no gifts or other benefits may be accepted by TIL Suppliers in connection with business contacts and/or work in TIL. The Suppliers may not offer and/or accept any form of bribery and financial incentives or give instructions to anyone to do so in their place, not even for the purpose of obtaining a deal or contract. The TIL Suppliers can receive and/or provide normal business entertainment adequate to the circumstances.
Occasional gifts or other benefits shall be admissible only if their value is lower than CZK 1,000 or the equivalent in foreign currency and only in cases where the gift or other benefit was not handed over as a quid pro quo for the delivery of services and/or products provided, designed and developed by TIL or for advantages in the conditions of the provided services and/or products of TIL, etc., and a strict refusal would in the opinion of the Supplier adversely affect the relationship with the customer or supplier, or if the refusal or return of the gift or other benefit was virtually impossible.‍

5 Discrimination Ban
TIL offers equal working opportunities to all employees and employee candidates. TIL expects equal treatment, diversity and differentiation at all Suppliers.
Suppliers will not under any circumstances discriminate due to:
• age
• nationality
• sex
• family and marital status or duties to the family
• health conditions
• race
• skin colour
• faith and religion
• sexual orientation
• ethnic or social origin
• language
• political attitude or other mentality
• membership or activities in political parties and movements or trade unions and other associations
• property
• gender

Suppliers commit hereby to treat all employees honestly, considering their privacy rights, safe working environment, freedom of speech and the right to working environment without adverse influences. Each Supplier’s duty is to take care of the working place being without any type of discrimination.

6 Harassment
All Suppliers shall ensure a work environment free from behaviour that is disruptive, abusive, or harassing and that interferes with their ability to perform their jobs. Harassment in employment and business operations, including sexual, racial, religious, disability, and ethnic harassment, as well as any other harassment forbidden by law, is strictly prohibited.
Harassment of any type is conduct that will not be tolerated. Besides being against the law, it affects both the individual and the employer/supplier in ways which are completely unacceptable. For example, harassment has been shown to lead to deterioration of morale and organizational climate, lower productivity, higher costs from lower efficiency, increased absenteeism, and damage to the public image, court awards and settlement costs.

6.1 Harassment policy
The Supplier shall prohibit any form of unlawful harassment based on race, colour, creed, religion, sex, gender identity, sexual orientation, arrest or conviction record, marital status, predisposing genetic characteristics, partnership status, status as a victim of domestic violence, stalking and sex offenses, national origin, citizenship, veteran status, ancestry, age, disability, or any other characteristic protected under applicable law.  
Suppliers are obliged to report complaints of sexual harassment or other form of harassment, whether by a Supplier, a client, a guest, or an employee of TIL to the Company Management.  

6.2 Harassment definition
The type of behaviour that constitutes unlawful harassment is not capable of precise definition. However, harassment generally consists of unwelcome conduct, whether verbal, physical, or visual, that:
a) is based upon a persons protected status, such as race, colour, creed, religion, sex, gender identity, sexual orientation, arrest or conviction record, marital status, predisposing genetic characteristics, partnership status, status as a victim of domestic violence, stalking and sex offenses, national origin, citizenship, veteran status, ancestry, age, disability, or any other characteristic protected under applicable federal, state or local law.
b) creates an intimidating, hostile or offensive work environment or adversely affects another person’s opportunities.
Harassment may include, but is not limited to, the following types of behaviour:
• repeated or offensive verbal commentary, including jokes and comments relating to a protected characteristic;
• derogatory jokes based on a protected characteristic;
• repeated name-calling or use of derogatory names based on a protected characteristic.

In addition, harassment based upon sex may include the following additional types of behaviour:
• conditioning (either explicitly or implicitly) the grant or denial of a work benefit or employment opportunity on submission to sexual activity.
• unwelcome physical contact, including, but not limited to, grabbing, hugging, kissing, massaging, tickling, unnecessary touching, etc.
• repeated or offensive sexual flirtations, advances or propositions.
• repeated or offensive verbal commentary, including sexually graphic jokes, comments relating to sexual activity, graphic comments about an individual’s body parts, or other matters of a sexual nature based on a protected characteristic.
• staring at a person’s body in a sexually suggestive manner.
• sexually related gestures or motions.
• display of sexually suggestive or derogatory written matter.
Sexual harassment can result from the conduct of a male to a female, a female to a male, or between persons of the same sex.

6.3 General prohibition
All Suppliers are to refrain from engaging in such prohibited conduct while on the Company’s premises, while engaging in business-related activities, and while at out of business activities where such conduct would affect the business environment. Harassment will not be tolerated whether the offender is a vendor, TIL employee, or a client, and will be dealt with accordingly.

6.4 Disciplinary action
The Company will not tolerate harassment by anyone, of anyone.  Any Supplier found to have committed acts that constitute harassment, in the opinion of the Company, will be subject to termination business relation with the immediate effect.

7 Competitive Information

Suppliers can collect information about their business environment including competition of Suppliers or TIL and their products and services.
Tracing, accepting and delivering of these information is possible only if the Supplier is sure, that its acquisition and use does not breach any legal or ethical regulations.
It is impossible to try to get secret business files of competitive companies, other secret or confidential information by unlawful means or non-ethic way, for example theft, espionage, breaking of confidentiality agreement, as well as sharing the information in contradiction with the regulations on protection of economic competition. The Supplier cannot attempt to gain information like this while changing or hiding its identity.
However, some Supplier activities, for example common activities with other entities, could allow to cooperate with other subjects, which in other cases could be considered competition.

8 Public Relations

The Company Management has the responsibility for TIL contacts with the media, press releases, broadcast, and others. If people contact Suppliers seeking information concerning the Company or its current or former business, the Supplier should refer them to the Company.

9 Environment

The Company is committed to protecting our natural environment and the communities in which we operate. The Company fully complies with all environmental laws and regulations. Suppliers’ cooperation is essential to the success of these programs.  Promptly report to the TIL unsafe storage of potentially toxic or hazardous material, or the release of such material into the environment.  Whenever a Supplier is involved in any business activities he/she should particularly be aware of environmental compliance issues.  

10 Contact Details of TIL Suppliers and Personal Data Processing

Personal Data Processing
TIL shall collect and process personal data of the Supplier pursuant to the Civil Code and Act No. 110/2019 Coll., on personal data processing, and in accordance with the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the Protection of natural persons with regard to the processing of Persona Data and on the free movement of such data (“Data Privacy Legislation”).

11 Copyrights

Any piece of work in the form of a literary work, magazine article, report or database created by the Supplier to fulfill the duties within his/her engagement with TIL or to any of TIL customers is considered a work made for hire in compliance with Act no. 121/2000 coll., on copyright (hereinafter the “Copyright Act”) and the Company receives unlimited (amount- territory- and time- wise, limited just by the duration of such copyrights) exclusive and irrevocable license to use the work in all ways of use possible. The Company is entitled to sublicense any third party in whole or in part or to assign such license.  The Company can exercise all rights to the work, including the right to modify, process or otherwise change the work or to connect the work with any other work or to include it to the comprehensive work, or to present the work publicly under its name and brand. The Company is not obliged to use the license.

The rights to a computer program, which the Supplier created in order to fulfill the duties within his/her engagement with TIL or to any of TIL customers (hereinafter the „Work“), is subject to Section §58 of the Copyright Act. TIL in its name and to its account will exercise its proprietary rights to the Work. Should TIL terminate without having a legal assignee, and should the rights according to this section not be exercised, the Supplier acquires the title to exercise these rights.

The Supplier hereby agrees, that TIL has the right to transfer the right to exercise the ownership copyright in whole or in part to the Work, whenever it sees fit in the future, to a third party.  The Supplier explicitly agrees that both the work for hire and the Work can be published, modified, processed, connected to another work or assigned to a comprehensive work by TIL without further notification to or the approval of the Supplier. Furthermore, the Supplier agrees both the work for hire and the Work can be published under the TIL’s name and its brand.

The Supplier explicitly agrees to TIL finishing an incomplete both the work for hire and Work in cases where:
a) both the work for hire and the Work was not completed by the Supplier before the termination of his/her legal relationship to TIL, or
b) should legitimate concerns exist, that the Supplier will not complete the both the work for hire and Work properly or timely according to the needs of TIL and/or the customer and/or according to the agreement between TIL and the Supplier and/or a contract of similar character.

The rights and obligations in this section 11 remain unchanged by the termination of the contractual relationship between TIL and the Supplier.
The Supplier accepts, that he/she must not utilize both the work for hire and the Work on his/her own and is not authorized to license the product to any third party.
The rights to utilize both the work for hire and the Work granted to TIL hereby and TIL utilizing the in accordance herewith, are not in contradiction with the common utilization of such works and do not disproportionately infringe on the authorized interests of the Supplier as an author.

Part B Transitional and Final Provisions

1 Consequences of a Breach of the TIL Supplier Code of Conduct
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1.1 Breach of Supplier’s duties
Any breach of the Supplier’s duties can lead to notice of termination with an immediate effect.

2 Final Provisions
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2.1 Binding force
This TIL Supplier Code of Conduct is binding on all Suppliers of the Company.

2.2 Inspection and control
The monitoring of the compliance with the provisions of this TIL Supplier Code of Conduct and the whole documentation basis is carried out within the framework of the inspection and control system of the Company.

INFORMATION OF PERSONAL DATAPROCESSING
Information provided by Time is Ltd.s.r.o., Kafkova 346/14, 160 00 Praha 6, Česká republika postal code, registered in the Commercial Register kept by the Municipal Court in Prague, Section C, Entry 263767, IČ: 05446872, DIČ: CZ05446872represented by Jan Řežáb, Executive Director. 
(hereinafter the “TIL”)            
Definitions:
•              „Data Controller“ shall mean the natural or legal person, public authority, agency or other body which alone or jointly with others, determines the purposes and means of the processing of Personal Data.
•              “Data Protection Legislation” means the following legislation to the extent applicable from time to time: (a) national laws implementing the Directive on Privacy and Electronic Communications (2002/58/EC), in particular Act no. 110/2019 Coll., on personal data processing; (b) the GDPR; and (c) any other similar national privacy law.
•              “Contractual Relationship” means contractual relationship based on which the contracting partner provides services to TIL.
•              “Contract” shall mean the contract establishing the Contractual Relationship as defined above.
•              “Personal Data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
•              “Processor” means a natural or legal person, public authority, agency or other body which processes Personal Data on behalf of the Data Controller
•              „Recipient“ means a natural or legal person, public authority, agency or another body, to which the Personal Data are disclosed. In relation to contracting partner Personal Data the Recipients can be e.g. contracting partner(-s) of Controller, Processor(-s)or contracting partner(-s) of Processor. Public authorities which may receive Personal Data in the framework of a particular inquiry in accordance with the law shall not be regarded as Recipients.
•              “Companies of TIL Group” means any entity that establishes a concern with Time is Ltd. s.r.o. as defined in §79 of Act No. 90/2012 Coll., on Commercial Corporations, as later amended and any other entity or individual, that is directly or indirectly controlled, controls or being under common controlled of a company that is an owner of Timeis Ltd. s.r.o. 

In accordance with the Data Protection Legislation the contracting partner acknowledges that his/her Personal Data are processed by TIL as the Data Controller. The processing is carried under the Contract between the contracting partner and TIL, in connection with, or in relation to the performance of the contracting partner’s services for TIL and also covers the purposes of use of TIL’s information systems of TIL and compliance with the internal policies of Companies of TIL Group. 

Extent of the processing: 
TIL processes the Personal Data of the contracting partner to the following extent:
•          Personal Data to the extent required by the relevant legislation;
•          Personal Data submitted by the contracting partner before entering into the Contract;
•          Personal Data relating to the contracting partner’s professional qualifications and experience;
•          Other Personal Data relating to the contracting partner’s Contractual Relationship with TIL and performance of his/her obligations related to the Contractual Relationship (for example: VAT number (if relevant), performance management data, data on trainings and e-learnings attendance, phone-call lists etc.); and
•          Photographs, video and audio recordings of the contracting partner. 

Purpose of processing of the Personal Data by TIL:
The purpose of processing the Personal Data is for TIL to exercise its rights and obligations pursuant to the Contract and other relevant legislation, in particular, administration of the Contractual Relationship, payment of invoices, acts relating to performance of the contracting partner’s obligations related to the Contractual Relationship, and activities connected to offering and providing TIL’s services to the clients. 

Contracting partner’s Personal Data Recipients:
The TIL is entitled to provide contracting partner’s Personal Data to the following Recipients in particular, for the purpose of the contracting partner’s records in TIL systems, processing of invoices, providing IS services, document archiving, e-mail services and other hosted applications services and to the extent necessary for the performance of rights and obligations arising from the Contract between the contracting partner and TIL or as agreed between the contracting partner and TIL.
Recipients that are TIL's Data Processors process the Personal Data on behalf of TIL, under the conditions and to the extent agreed with TIL in a written authorization/contract.  
The list of TIL's Data Processors of partners within TIL Group is available upon request sent to privacy@timeisltd.com.
The list of the local TIL’s Data Processors of partners is available upon request sent to privacy@timeisltd.com.
Paper versions of the above-mentioned lists are provided to the contracting partner upon his/her request. 

The contracting partner is hereby informed that TIL may provide the contracting partner’s Personal Data for the purposes as specified above to Companies of TIL Group and their respective subsidiaries and affiliates during the term of the Contractual Relationship, even to countries outside of the EU territory which do always not ensure the same level of protection as required by the EU legislation. Such transfers to countries outside of the EU either to the Processor or Controller are based on the EU approved Standard Contractual Clauses. In specific situations such as e.g. cross-border cooperation provision, contracting partner’s Personal Data can be transferred to the Recipient outside the EU and it is responsibility of such Recipient to comply with the local law when processing the Personal Data.

The Personal Data of contracting partner may also be disclosed to the competent authorities as authorized by the applicable laws. 

Term of the Personal Data Processing
The data will be processed until the purposes of processing such Personal Data are fulfilled; or as required bythe applicable legislation. The TIL is entitled to process the Personal Data ofthe contracting partner for a period of three months after the Contractual Relationship is terminated or as required by the applicable legislation. After this period expires, Personal Data of contracting partner will be anonymized or permanently deleted. 

contracting partner’s Duties: 
The contracting partner is responsible for the accuracy and update of the Personal Data he/she has provided to TIL. The contracting partner undertakes to notify TIL of any changes in the Personal Data provided without undue delay. During and after the Contractual Relationship, the contracting partner is obliged to keep confidential the Personal Data of TIL’s employees, clients, external suppliers, and other natural persons met by the contracting partner in the course of his/her Contractual Relationship, which are processed in connection with his/her services performed for TIL; he/she may not use the Personal Data for personal purposes, and he/she may not publish them or make them accessible without TIL’s or the particular natural person´s consent. Other obligations of the contracting partner related to services with Personal Data are specified in TIL’s internal policies and regulations, of which the contracting partner was informed and which he/she undertakes to comply with.  

Personal Data Security: 
TIL shall establish technological, physical, administrative and procedural safeguards all in line with the industry accepted standards in order to protect and ensure the confidentiality, integrity or accessibility of the Personal Data processed; prevent the unauthorized use of or unauthorized access to the Personal data or prevent a Personal Data breach (security incident) in accordance with TIL Group instructions, policies and applicable laws.   

Data Subjects' Rights:  
contracting partner as a Personal Data subject has the right to request access to his/her Personal Data and rectification or erasure of his/her Personal Data, or a restriction on the processing or to object to the processing, as well as the right to data portability. All rights described here can be enforced by sending a notice delivered to privacy@timeisltd.com.

contracting partner has also the right to lodge a complaint with a local data protection supervisory authority in the country of his/her residence. 

By signing, the Agreement with TIL the contracting partner confirms that he/she was informed of:
•          his/her rights arising from the Data Protection Legislation and other relevant legislation;
•          the fact that the provision of Personal Data processed under this information is compulsory.  

This Information replaces any previous consents with the Personal Data processing given by the contracting partner to TIL for the purposes specified above.

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