1. Introduction

1.1. This Code of Conduct describes our principles, standards, and values, which we have already acted upon in the past and in accordance with how we must act in all business areas in the future. The Code of Conduct applies equally to the Board, executives, management, and every individual employee. It represents an obligation for us and at the same time a promise to the outside world, to our business partners, government institutions, authorities, and competitors. Unwanted behaviour by a person not only harms those directly affected but also jeopardizes Vigilate’s good reputation as a company.

1.2. We have a responsibility to uphold the reputation of our Company, and only together and through the integrity of each individual we can achieve this. The Code of Conduct is intended to help minimize or avoid risks and conflicts in day-today work and business transactions. Clear identification with our values, protects us from harm and secures a successful joint future for all of us.

1.3. All employees are therefore required to read the Code of Conduct carefully and to take in its values, standards, and principles. All employees are encouraged to report violations of this Code of Conduct by using available channels not limited to our Whistleblowing program if necessary.

1.4. The Code of Conduct has been adopted by the board of directors of Vigilate and constitutes an official code.

1.5. It is the responsibility of each employee of Vigilate to understand, observe, and implements the Code. The executives of each Vigilate division will take the lead in complying with this Code of Conduct, and establish an environment that encourages each employee’s compliance with the Code of Conduct.

1.6. In addition, we expect all business partners (including persons and entities who are in business relationships that support the Vigilate group such as service providers, consultants, distributors, contractors, vendors, suppliers and other third parties) who engage in business with Vigilate, to comply with the Code.

1.7. Anyone who violates the Code of Conduct or other laws and regulations may be subject to disciplinary action in accordance with the Company’s Policies and Procedures up to and including termination of employment, and/or legal liability subject to applicable employment laws, other laws and regulations.

2. Vigilate Mission Statement

2.1. At Vigilate our mission is to empower businesses with state of the art biometric software solutions that streamline operations, enhance productivity and security, and drive growth. Our company ethos includes a commitment to ongoing, proactive, and updatable R&D that maintains our position as the leading provider of world beating biometric services. As a company we are dedicated to delivering cutting-edge SaaS products that prioritize user experience, scalability, and reliability. By leveraging the latest technologies and embracing a customer-centric approach, we strive to be the trusted partner for organizations seeking to thrive in the digital era. Our commitment to excellence, integrity, and continuous improvement fuels our passion to revolutionize the way businesses operate and succeed in an ever-evolving landscape.”

3. Core Principles

3.1. Responsible Business Activities

3.1.1. Vigilate complies with applicable laws and regulations in the countries and regions where it does business and have zero tolerance for any form of corporate criminal offences and illegal misconducts. Furthermore, Vigilate respects international standards and acts in a highly ethical manner, in accordance with the social responsibility expected of a global company. These are our fundamental principles of behaviour necessary for Vigilate to gain, and maintain, trust from the businesses we supply (and the societies they serve), enhance our corporate values, and safeguard our own sustainable development. We engage in our day-to-day business activities always in accordance with our fundamental principles.

4. Corporate and Third Party Assets

4.1. Corporate Assets

4.1.1. The assets of Vigilate are important property that should only be used for the legitimate business purposes of the Company. Assets include both the tangible and the intangible, such as information assets (all information and information systems used in the execution of business, including confidential information, intellectual property, know-how, and software), equipment and brands.

4.1.2. We will use and maintain the assets of Vigilate appropriately in accordance with applicable laws and regulations, and the Policies and Procedures prescribed by the Company.

4.2. Cybersecurity

4.2.1. Vigilate believes any cyberattacks could impair or leak important information assets belonging to our clients or the Company, which may result in loss of credibility of Vigilate, as well as social disruption due to the suspension of social infrastructure systems. This is due to the fact that there has been a rapid increase in recent years in the number of sophisticated targeted cyberattacks aimed at enterprises and government agencies, cyberattacks targeted at vulnerabilities of information assets, and cyberattacks that use ransomware aimed at monetary extortion.

4.2.2. The appropriate use of information assets and ensuring cybersecurity are the key to maintaining Vigilate’s trust with all its stakeholders and supporting vital infrastructure for the society. In terms of cybersecurity measures, Vigilate has established the Vigilate Security Policy and has put in place various technical, physical and human measures (including establishing policies and procedures, and implementing training and awareness activities on cybersecurity) to identify, safeguard, detect, respond to, and recover from any attack.

4.2.3. We endeavour to use information assets appropriately and implement cybersecurity in accordance with the Vigilate Security Policy in order to protect important information assets belonging to our clients and the Company from cyberattacks.

4.3. Confidential Information

4.3.1. Vigilate believes that confidential information is one of our most valuable information assets and a source of Vigilate’s competitiveness.

4.3.2. Vigilate has established the Vigilate Security Policy to protect confidential information belonging to our clients, our business partners and Vigilate.

4.3.3. We are responsible for protecting confidential information belonging to our clients, our business partners and Vigilate, as well as ensuring that confidential information is only used for the purposes and scope deemed necessary for the Vigilate’s business operations; and we never disclose or divulge information to any third party without proper consent by the appropriate disclosing party.

4.3.4. Confidential information refers to all information (including information related to third parties) not in the public domain that is generated or acquired by Employees of Vigilate in the course of their business operations and that must be treated as confidential. Confidential information includes undisclosed corporate information, design documents, source code, personal data, trade secrets and sensitive information.

4.4. Data Privacy

4.4.1. Vigilate believes that the social demand for protection of personal data and privacy is rising under the situation where an increasing number of countries and regions have been strengthening their laws and regulations to protect personal data and privacy, including, without limitation, the European Union’s General Data Protection Regulation.

4.4.2. Vigilate ensures that all personal data and privacy are handled appropriately in accordance with applicable laws and regulations regarding the protection of personal data and privacy in each country or region, as well as the Company’s Policies and Procedures including the Vigilate Security Policy.

4.4.3. Vigilate collects, uses, provides, and disposes of personal data in accordance with such laws and regulations in each country or region, as well as the Company’s applicable Policies and Procedures.

4.5. Intellectual Property

4.5.1. Vigilate believes that intellectual property is one of our most valuable information assets and a source of Vigilate’s competitiveness.

4.5.2. We actively protect intellectual property belonging to Vigilate Group and its business partners, including copyrights, patents, industrial designs, trademarks, and trade secrets, and work to maximize the value of these assets. We also respect valid intellectual property rights belonging to third parties and take necessary measures, such as conducting reasonable investigations, to avoid infringing any such rights (for example, having unauthorized access to, downloading, and copying third-party software without an official license).

4.5.3. All creations and inventions made by Vigilate’s Employees in the course of their employment, belong to Vigilate Group to the extent prescribed under applicable laws and regulations and the Company’s Policies and Procedures. We preserve and protect the rights of Vigilate regarding any such creations and inventions.

5. Business Operations

5.1. Relationships with Clients and Business Partners

5.1.1. In order to earn the trust of clients and business partners, Vigilate carries out business activities in a highly ethical manner in accordance with the Code of Conduct, and implements the Code of Conduct even in a challenging, competitive environment.

5.1.2. Vigilate is committed to engaging in fair business practices, entering into appropriate agreements with our clients and in providing services to clients in accordance with such agreements, applicable laws and regulations as well as Company’s Policies and Procedures. We endeavour to communicate sincerely with our clients, to meet their expectations and to understand and solve their problems.

5.1.3. When we procure products and services from business partners, we endeavour to provide our business partners with opportunities to compete fairly, and comprehensively assess their quality, price, delivery dates, and stability of supply, and procure competitive products and services that meet our business needs based on economic rationale.

5.2. Anti-Money Laundering and Exclusion of Anti-Social Forces

5.2.1. Holding any relationship with criminals, terrorists and other anti-social forces who threaten the social order and security through (but not limited too) criminal acts such as violence,force, fraud, trafficking of illegal drugs, the breaking of legally imposed sanctions, and terrorism, can undermine the trust in Vigilate and could put Vigilate at risk. Anti-social forces may also attempt to use sophisticated business transactions involving Vigilate to launder illegally obtained funds.
5.2.2. Vigilate takes a firm stance against anti-social forces, refuses to accede to unreasonable demands, will never maintain a relationship with any such forces, and will not facilitate or engage in money laundering.

5.2.3. When conducting business with clients or business partners, Vigilate will comply with laws and regulations prohibiting money laundering and the provision of funds for terrorist activities and will take necessary measures such as requiring the elimination of dealings with anti-social forces in accordance with Company Policies and Procedures.

5.3. Anti-Bribery and Anti-Corruption

5.3.1. Vigilate’s businesses may have contact with public officials worldwide and any bribery and corruption of public officials is strictly prohibited under the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, the Japanese Unfair Competition Prevention Act, and other national, EU and regional anti-bribery statues.

5.3.2. Vigilate complies with applicable national and local anti-bribery laws and regulations in its business conduct and does not tolerate bribery or corruption of public officials in any way. We do not offer, promise or provide any illegal, improper or inappropriate entertainment or gifts to public officials, and do not engage in bribery.

5.3.3. In cases where bribery and corrupt practices involving public officials are conducted indirectly through a business partner, Vigilate may be held liable whether it knows what is occurring or not. In order to prevent the risk of bribery, we will always pay adequate attention to the risk of bribery and other corrupt practices when dealing with business partners. Vigilate will take appropriate measures such as examining the risk of bribery in advance and entering into contracts that include anti-bribery and anti-corruption provisions.

5.3.4. Vigilate does not make facilitation payments (generally, small payments to public officials to facilitate the performance of regular public services), regardless of the customs of the country or the region.

5.3.5. Public officials refer to a wide range of personnel, including executives, staff members and representatives of state-owned enterprises, government agencies, ministries and other public organizations.

5.4. Political Contributions and Charitable Donations

5.4.1. Support for political organizations and candidates for public offices and support for charitable organizations by Vigilate must be for appropriate purposes and be carried out with adequate transparency and in each case be in compliance with applicable laws and regulations.

5.4.2. Vigilate does not, in principle, engage in political contributions related to the Company’s business or other political activities, unless permitted under applicable laws and regulations and Company Policies and Procedures.

5.4.3. Vigilate will, in the event of providing donations or support to charitable organizations related to the Company’s business, conduct such activities in accordance with the steps specified in the Company’s Policies and Procedures and after conducting necessary due diligence and confirming of its reasonableness. However, this does not prevent Employees from providing political contributions or charitable donations privately.

5.5. Fair Competition

5.5.1. In many countries and regions where Vigilate operates, there are competition laws (laws and regulations such as antitrust law or competition law) aimed at protecting fair and free competition, and any conduct that impedes competition is very strictly regulated. Violating competition laws may result in large penalties imposed on the Company and Employees by competition authorities or may even result in criminal penalties (including fine or imprisonment). In addition, there is a risk that clients and consumers may claim compensation for civil damages from the Company.

5.5.2. Vigilate will conduct business in a fair and free competitive environment in compliance with competition laws.

5.5.3. Therefore, Vigilate will not engage in conduct that impedes fair competition, whether with competitors, business partners or any other third party. Such conduct includes:

5.5.3.1. Agreements with competitors that violate competition laws, such as agreeing to increase or maintain the price of a product or service; allocating markets or clients; bid-rigging; and joint refusals to deal.

5.5.3.2. Conduct with business partners that violates competition laws, such as making a business partner sell its products or services at a fixed price, or imposing a financial disadvantage on a business partner that does not sell at the fixed price.

5.5.3.3. Unfairly disadvantaging a business partner by using our dominant position.

5.5.3.4. Providing a product or service at an unreasonably low price in order to eliminate competitors.

5.5.4. In addition to the above, Vigilate shall be extremely cautious when contacting and communicating with our competitors. We will not propose or agree to the aforementioned agreements in any form, nor will we exchange competitively sensitive information with our competitors, such as information relating to price and cost or information relating to business partners and clients, in order to avoid suspicion of such arrangements.

5.6. Insider Trading

5.6.1. In the course of business execution, Employees may come across undisclosed information about the Company or other listed companies. Knowing the material facts of a listed company that have not yet been publicly disclosed and using that information to trade in shares or securities, is prohibited in many countries because it impairs the fairness and soundness of the stock market.

5.6.2. Vigilate considers the unpublished material information of these listed companies, particularly those material facts that may affect the investment decisions of investors, to be insider information, and if we become aware of such insider information pertaining to Vigilate or other companies, we will not trade in the shares or securities of the company until such information is made public. We also do not communicate insider information to others, including family members, business or social acquaintances and we do not recommend transactions to others based on insider information, unless where an Employee needs to transfer the information for a legitimate business purpose and with required confidentiality measures.

5.6.3. Insider information includes, for example, information that is not publicly disclosed, such as:

5.6.3.1. Progress toward revenue and revenue goals
5.6.3.2. Forecasts and fluctuations of future earnings or losses of a company
5.6.3.3. Information regarding mergers, acquisitions or tender offers under consideration
5.6.3.4. New products or services, important agreements, etc.
5.6.3.5. An event that has a material impact on a company’s financial situation

5.7. Technology Ethics

5.7.1. Vigilate engages in a variety of research and development activities. The new technologies that are created through such research and development activities are in response to the ever evolving need for more sophisticated security technologies. To this end, Vigilate believes that it is necessary to deepen our understanding of the characteristics of new technologies, constantly explore them, and pursue research and development activities, utilization, and implementation of new technologies to society with high ethical standards such as respect for human rights and consideration for security concerns.

5.7.2. In particular, Artificial Intelligence (AI) will become more prevalent in society and will affect people’s behaviour and decision-making. For the purpose of reducing the number of negative incidents potentially arising from AI, and realizing a human-centric society in which humans and AI truly coexist, Vigilate group, as a position to promote research, development, operation, and utilization of AI, will promote the development activities and application of AI technology to business in accordance with applicable laws and regulations, as well as Vigilate’s AI guidelines.

5.8. Trade Control and Economic Sanctions

5.8.1. In many countries and regions where Vigilate operates, applicable export and import laws and regulations and economic sanctions restrict transfer to designated countries of certain goods, services and technologies, including software and data, in order to maintain international peace and security and protect human rights. Such laws and regulations may also restrict transactions with specific individuals and organizations that threaten international peace, security and human rights, including transferring goods and services and receiving payments.

5.8.2. Vigilate complies with such laws and regulations, economic sanction regimes and trade control requirements established at international and national levels, including implementing appropriate due diligence procedures to ensure compliance.

5.8.3. In accordance with Vigilate Group’s AI Guidelines, we will promote innovation through dialogue and collaborations with diverse stakeholders by realizing fair and trustworthy AI, while preventing potential discrimination and use of biased data and giving due consideration to privacy and security.

6. Responsible Conduct

6.1. Decision Making and Authorization

6.1.1. Vigilate has established a delegation and approval process under Company Policies and Procedures in order to make timely and appropriate decisions and conduct business activities. Vigilate Employees are required to make decisions and conduct transactions in accordance with procedures and processes as set out in these applicable Policies and Procedures.

6.1.2. When making a Company decision, Vigilate will make the best and most appropriate decisions for the Company based on necessary information, in accordance with Company Policies and Procedures.

6.1.3. Vigilate does not enter into any kind of contract, including verbal commitments binding the Company, sign any document, or engage in any other transaction, beyond the scope of the Company’s decision-making and delegated authority.

6.2. Accuracy of Records and Reports
6.2.1. Vigilate is obligated to disclose and report information in accordance with applicable laws and regulations in the countries and regions in which it engages in business activities. Accurate records are essential for the disclosure of such information, fulfilment of reporting obligations, maintaining trust in Vigilate, and securing the Company’s appropriate decision-making.

6.2.2. Vigilate shall maintain internal controls, accurately record information related to Company transactions and operations in reports and other documents, and store them with appropriate supporting information, in accordance with Company Policies and Procedures.

6.2.3. Vigilate does not create misleading or false records and do not maintain off-the-book accounts for any purpose. Vigilate reflects the true nature of transactions in our books and records.

6.3. Investigations and Audits

6.3.1. Vigilate conducts investigations and audits of its business activities when necessary for business operations, including responding to investigations by government agencies and litigation, and conducting internal investigations. To the extent necessary for such investigations and audits, Vigilate may request the cooperation of Employees.

6.3.2. Vigilate shall cooperate in good faith with any investigation or audit as requested by the Company, including preservation and submission of necessary information. Retaliation against anyone who makes a good faith complaint of improper conduct, or who cooperates with an investigation into such conduct, will not be tolerated.

6.4. Conflict of Interest

6.4.1. In our daily activities, we may face situations where our personal relationships and financial interests conflict with the interests of the Company. In these situations, officers, employees and shareholders of the Company will always act in the best interest of the Company. Furthermore, even if there is no actual intention to pursue an individuals own interests at the expense of the Company’s interests, even a suspected or undeclared conflict of interest could undermine the perception of the fairness of Vigilate’s business and adversely affect it.
6.4.2. We will comply with the following principles:

6.4.2.1. If the business activity in which we are involved at the Company poses a conflict of interest with our personal interests (including affording benefits to us or our close family member and giving profit opportunities to us or our close family member) or third party interests with whom we have a personal relationship (clients, business partners, or competitors), we will not engage in such business activities.

6.4.2.2. We will not use the Company’s assets, and information (including personal information) or business opportunities learned during the course of business for personal gain.

6.4.2.3. In the event of a transaction or relationship in which a conflict of interest is reasonably expected, we will take appropriate measures, such as reporting to the Company and obtaining the necessary approval, in accordance with Company Policies and Procedures.

6.5. Reporting Concerns

6.5.1. In order for Vigilate’s Code of Conduct to be effective and for Vigilate to develop soundly while gaining social trust, Vigilate thinks it is important that each of us speak up and help to constantly improve. Therefore, Vigilate has established an internal reporting system so that Employees who discover any alleged or potential wrongdoing can report the details of it without being subjected to any disadvantageous treatment.

6.5.2. In the event that Vigilate discovers or suspects any wrongdoing, we are encouraged to report to the contact point in accordance with the reporting procedures. Examples of wrongdoing include, but are not limited to:

6.5.2.1. Violation of laws, legally imposed sanctions and regulations in conducting business at Company.
6.5.2.2. Acts that violate Vigilate’s Code of Conduct.
6.5.2.3. Other acts that significantly impair the reputation or trust in Vigilate.

6.5.3. Vigilate accepts whistleblowing reports under real names or anonymously at the contact point of Company. The identity of the whistleblower, details of the report and the information obtained from the investigation will be treated as confidential, and only disclosed to the relevant parties to the extent specified in applicable laws and regulations and the Policies and Procedures of each Company, and used only for the purposes specified in such laws and regulations and the Policies and Procedures. Vigilate will not, in any way, retaliate against awhistleblower who acted in good faith.

7. Review and Updates

7.1. This policy will be reviewed periodically and updated as necessary to ensure its effectiveness and compliance with applicable laws and regulations.