Contentsquare Group
Code of Business Conduct and Ethics

Last Updated: June 2023 (V2023.1)

Previous Version

A Message from Contentsquare Group’s Founder and CEO

Dear CSquad, 

We’ve come so far in the last decade, growing Contentsquare from an idea into a global business, and I feel so fortunate to work with such an ambitious, innovative and driven group of individuals. When I look back at where we were and where we are today, one of the things I’m most proud of is the unique culture we’ve built together — a culture based on respect, trust and togetherness.

From the very start of this adventure we’ve been intentional about embodying our company values, and about how we treat each other. This extends not only to our ecosystem of customers and partners, but also to how we conduct ourselves in the world as members of the CSquad.

Because beyond providing value to those we work with, we have a responsibility to act always respectfully and with integrity, and in a way that upholds the standards of behavior and conduct that make Contentsquare a company people want to work for and with. 

To help guide us, we’ve compiled a list of ethical practices and behavioral standards. Please read and familiarize yourself with Contentsquare’s Code of Business Conduct & Ethics, and use it as your guide to help maintain the values and culture we’ve built over the years.

Jonathan

1. Policy Overview

1.1 Purpose

This Code of Business Conduct and Ethics (this “Code”) flows directly from the Company's commitment to our mission and core values. 

At the Company, we are committed to maintaining the highest standards of business conduct and ethics. 

Consistent with our core values, you and all other employees and team members must act and perform their duties ethically, honestly, and with integrity – doing the right thing even when “no one is looking.” This includes acting responsibly in our relationships with shareholders, employees, team members, colleagues, customers, consumers, partners, regulatory entities, suppliers, vendors, the investment community, and the public. 

This Code is intended to deter any wrongdoing as well as the appearance of any wrongdoing from you and all other Company’s employees, team members and any other related parties. We should always strive to do the right thing, and avoid putting at risk our reputation or the trust of our customers, partners, colleagues, employees, shareholders, and other external stakeholders.

This Code is designed to ensure we:

  • Operate our business ethically, with integrity and respect of all stakeholders;
  • Avoid actual, potential or apparent conflicts of interest;
  • Comply with the letter and spirit of all laws, regulations and market practices, and the Company’s policies; and
  • Promptly, properly and effectively report any suspected violations of this Code.

This Code does not list every legal or ethical issue that you may face during business; rather, it is meant to guide your actions and be applied using your common sense and good judgment. If you face a situation that is not covered by this Code, ask yourself these questions to guide your actions:

  • Is this in the spirit of our core values?
  • Is this ethical and consistent with the principles set forth in this Code and other Company policies?
  • Would you be comfortable with your actions reported publicly?
  • Could there be any direct or indirect negative consequences for the Company?

1.2 To Whom Does this Code Apply?

This Code applies to Content Square SAS and its affiliated companies, including Hotjar affiliates (together the “Company” or “We”), including to all directors, officers, executives, employees, team members, interns and independent contractors of the Company (“You”). In addition to the Company’s own compliance, we must ensure that individuals we manage and hire to work on our behalf comply with this Code.

Actions by family/household members could potentially result in ethical issues to the extent that such actions involve the company's business or assets and therefore should be considered as well.

We expect our suppliers, contractors, consultants, and other business partners to follow the principles under this Code when providing goods and services to the Company or acting on our behalf. We also require our suppliers to comply with our Supplier Standards (See Section 7.2 for link).

2. Respect

2.1 Compliance  

We strive to comply with and respect all applicable laws, rules, regulations and acceptable market practices relevant to our business. It is your personal responsibility to respect and adhere to the standards and restrictions imposed by those laws, regulations and practices applicable to the conduct of our business, including those relating to antitrust, financial and accounting matters, insider trading and others. The same applies to policies we adopt, such as this Code. Even if, overall, conduct complies with the letter of the law or our policies, we must avoid conduct that will have an adverse impact on the trust and confidence our customers, partners or investors place in the Company, our employees, our team members and our products and services.

If you are located or engaging in business outside of the United States, in any matter concerning the Company or your role in the Company you must still comply with laws, rules, regulations and regulatory orders of the United States, including the U.S. Foreign Corrupt Practices Act and the U.S. export rules and regulations, but also the United-Kingdom Bribery Act and the rules put in place in accordance with French Anti-Corruption Law (so called “Sapin II”), in addition to the applicable laws of other jurisdictions.  In the event of a conflict between legal standards and our Code of Conduct, you must apply the more stringent standard.

Disregard of the law will not be tolerated and will be dealt with decisively. Violation of domestic or foreign laws, rules and regulations that are in line with the areas documented in this code may subject an individual, as well as the Company, to civil and/or criminal liability, penalties and/or loss of business.

We expect our employees and team members, who recognize potential compliance risks to seek advice and promptly raise such matters to their managers and the Company Compliance Officer. 

For more information see Company’s Anti-Bribery & Corruption policies (see Section 7.2). 

2.2 Human Rights 

We respect human rights and are committed to respecting all the rights, dignity and freedoms of all. We strive to embed human rights in all of our existing operations. We are all expected to enable and foster human rights in everything that we do, speak up in case of a suspected human rights violation and perform risk-based due diligence with regards to human rights violation when working with any new or existing business partners.

Our approach to respecting human rights is based on the United Nations Guiding Principles on Business and Human Rights, the global standard on business and human rights. 

Human-trafficking and the use of involuntary labor are strictly prohibited in the Company’s supply chain and our own business operations. If you become aware of human trafficking or behavior supporting human trafficking, you must report this activity to the Company Compliance Officer as soon as possible.

2.3 Employees and team members rights

We are committed to respecting all applicable employee rights and complying with all employer responsibilities around the globe towards all of our employees and team members, and we expect all our business partners to do the same. This includes, as applicable, the right to a safe and healthy working environment, a minimum wage, overtime pay, social compensation and insurance, time off, freedom of association and collective bargaining, the elimination of discrimination and more. We adhere to and comply with the International Labour Organization ("ILO") Declaration on Fundamental Principles and Rights at Work and ILO Labour Standards. 

3. Workplace Behavior

3.1 Diversity, Equity and Inclusion

At the Company, we believe everyone can do their best work in an environment that fosters diversity, equity, inclusion, respect and belonging. Every person plays a role in creating and maintaining a welcoming and respectful working environment, where everyone can truly thrive, free from unlawful discrimination. This is not limited to potential and existing employees and team members, but also extends to how we treat our customers, partners, investors, members of our communities and other constituencies. 

Accordingly, employment decisions like recruiting, hiring, compensation, benefits, training, terminations, and promotions are never based on legally protected personal characteristics.  While these characteristics may vary by local law, they generally include: race or ethnicity, religion, gender identity or expression, sex, age, marital or parental status, pregnancy status, national origin, citizenship, sexual orientation,  veteran status, medical condition, mental or physical disability. We also make reasonable accommodations to meet our obligations under laws protecting the rights of people with disabilities.

Any employee or team member found to have exhibited any discriminatory or inappropriate conduct or behavior against others may be subject to disciplinary action. 

For more information on our DEI commitment and activities, including non-discrimination, go to Company’s Diversity, Equity and Inclusion Policies (see Section 7.2).

3.2 Workplace Health and Safety 

We are committed to providing a healthy, safe, and secure work environment for our employees, team members, contractors, and visitors. We encourage you and all our other employees and team members to warn management about any potential danger to the safety of persons and property that may arise in the course of their professional work.

Any form of violence or threat of violence is unacceptable at the Company. Possession and use of weapons are also strictly prohibited in any Company office, or in any location hosting a Company event. If you believe someone is in immediate danger, contact the local security authorities immediately. 

3.3 Harassment

We believe that everyone has the right to be treated with dignity and fairness. We do not tolerate unlawful discrimination or harassment regardless of someone's race, color, religion, gender, gender identity or expression, marital status, age, disability, veteran status, sexual orientation, national origin, citizenship, or any other factor.

We strictly prohibit any means of harassment or bullying and such will not be tolerated. We protect our employees and any other team members against harassment and any other actions that can promote an offensive or hostile work environment. We are committed to providing a work environment that is free of any form of harassment. 

Harassment is any conduct relating to a person’s legally-protected characteristics that creates (without limitation) an unwelcome, intimidating, hostile, or offensive environment for that person. Actions that qualify as harassment can range from offensive jokes or comments, slurs, and name calling, and any act of bullying, or exclusion. It may take the form of written or verbal behaviors, actions or visuals such as photos or videos. It also includes moral harassment, sexual harassment, unwanted advances, suggestive comments, or inappropriate touching. 

This protection applies whether the conduct occurs on the Company’s premises, at off-site business meetings, at any in-person event or get together between Company employees or other team members whether for business purposes or informal; or through email, voicemail, text, instant message, apps or other types of communication.

If you have been harassed or discriminated against, or have witnessed such behavior, please report the incident to anyone on the People Team, a supervisor or manager at any level, or to the Company Compliance Officer.  

For more information see Company’s Anti-Harassment policies (see Section 7.2).

3.4 Drugs and Alcohol 

Alcohol and drugs can impair your ability to perform your job and place others at risk. 

On occasions when alcohol is served on Company property or while working on the Company behalf, it is your responsibility to be moderate and responsible with your alcohol consumption; use good judgment. Unacceptable behavior due to the influence of alcohol will not be considered an excuse and will be dealt with accordingly.

You are prohibited from using, selling, possessing or being under the influence of illegal drugs or any illegal substance on the Company property or while working on the Company’s behalf. 

For more information seek Company Events Policies (See Section 7.2).

3.5 Team Events

When attending any work events on behalf of the Company, we ask that you have fun, be safe, and do not do anything that would negatively impact your reputation or the reputation of the Company. 

While at these events, we want you to enjoy yourself and we also ask that you behave in an appropriate manner. Below are some guidelines: 

  • Be an ambassador for your own brand (and Company) and be respectful. When you are at an event, lead by example and remember that your actions form the reputation others have of you (and of the Company as well). Always be mindful of our core values and how your actions might be interpreted. Always be respectful of others, and if you can, call out situations where others are not being respectful or safe by using the appropriate reporting mechanisms.
  • Know your limits with alcohol. At events, alcohol may be served with advance approval from an Executive Committee member. See ‘Drugs and Alcohol' section above for more information. 
  • Get involved and make an effort. Use this time to get to know people you don’t usually speak to - network and participate in activities when possible for you, to make the most of your experience.

For more information seek Company Events Policies (see Section 7.2).

4. Integrity

Significant portion of this Section 4  is related to and addresses Company's Anti Corruption compliance and efforts (whether or not specifically mentioned in each Sub-Section), therefore while reading this Section 4, please keep it in mind and read it together with the more detailed  Company’s Anti-Bribery & Corruption policy (link can be found in Section 7.2)

4.1 Anti-Corruption, Bribery and Kickbacks

Regardless of local practices or actions by competitors, you must never directly or indirectly authorize, accept, offer, promise or give a payment (cash or any other items of value*) to a public company or private company or a foreign official or government employee to obtain or retain business for the Company, or to acquire any improper advantage. You must fully comply with all anti-corruption laws of the countries in which we do business, including the U.S. Foreign Corrupt Practices Act 1977, the French Anti-Corruption Act, the Organization for Economic Co-operation and Development (OECD) Anti-Bribery Convention, the U.K. Bribery Act 2010 and other laws and regulations prohibiting corruption and commercial bribery globally.

Bribery is offering, accepting or giving cash or any other items of value* in order to improperly influence the recipient’s actions.  Kickbacks are the return of a sum paid (or due to be paid) as a reward for fostering a business arrangement. Accepting or offering bribes or kickbacks are violations of this Code.

Facilitating payments are a type of bribe generally used to facilitate or expedite the performance of routine, non discretionary government action. These payments are not permissible and are strictly prohibited. 

Each of us, regardless of the country in which we work, must adhere to these requirements, even where corrupt practices are expected or customary.

You should contact the Company Compliance Officer if you have any questions as to whether a payment is proper.

*”Any other items of value” can include gifts, travel, entertainment, offers of employment or offers of internship, paid or unpaid, for the employee, the team member or a Relative, loans and charitable or political contributions.

For more information see Company’s Anti-Bribery & Corruption Policy (see Section 7.2). 

4.2 Gifts, Entertainment and Hospitality

We acknowledge that taking into consideration the ‘Anti-Corruption, Bribery and Kickbacks’ and ‘Government Dealings’ Sections, you may still, from time to time, provide or accept certain reasonable business amenities to aid in building legitimate business relationships. Such business amenities may include gifts, entertainment, and hospitality, and are limited only to such transactions specifically permissible under Company’s Anti-Bribery & Corruption Policy (see Section 7.2). We expect from you to be familiar with such limitations and exceptions as provided under the Company’s Anti-Bribery & Corruption Policy before proposing or accepting any gift.

Any exception to the above limitations must be reviewed by the legal Team and approved by the managing executive and the Company Compliance Officer. 

For more information see Company’s Anti-Bribery & Corruption Policy (see Section 7.2). 

4.3 Government Dealings

Government requests - From time to time, you and the Company must cooperate with appropriate government inquiries and investigations in accordance with the law. All government requests for information other than what is provided on a routine basis, must immediately be reported to the Company’s Compliance Officer. No response should be made before Company Compliance Officer guidance is provided. You must always be truthful and accurate when responding to requests from government agencies. You must never destroy, alter or falsify any documents or records, or attempt to impede any government investigations or audits.

Gifts and Hospitality to Public Officials - A public official is any person who is paid with government funds or performs a public function. This includes individuals who are elected or appointed to public office, as well as individuals who work for local, state/provincial or national government, public international organizations, public (government-owned or operated) schools, and state-owned or state-run enterprises.

In no circumstance you are allowed to give, directly or indirectly, any gifts to a government or public official or to offer, promise or give any financial or other advantage directly or through a third party to a public official with the intent of influencing or retaining them or obtaining an advantage in the conduct of business (see ‘Anti-Corruption, Bribery and Kickbacks’). Any exception must be specifically pre approved by the Company Compliance Officer. However, it is understandable that reasonable, infrequent and clear-business-purposed hospitality expenses (such as a reasonable business meal expense), are in some cases acceptable and may be offered to a government or public official where appropriate. Please seek Company Compliance Officer guidance before offering hospitality expenses to any public official. 

Governments as Customers -  When dealing with government or public sector customers, which are unique and unlike any other customer, and often have specific bidding, pricing, disclosure, and certification requirements, make sure to notify and involve the Legal and Compliance Teams as soon as you are aware of such potential engagement.

For more information see Company’s Anti-Bribery & Corruption Policy (see Section 7.2). 

4.4 Donations and Contributions

Charitable Donations - You are encouraged to support charitable causes of your choosing as long as you do not use or furnish the Company assets (including your work time or use of the Company premises, equipment, or funds). Any charitable donations involving the Company assets are managed by an authorized representative of the Company and must be approved by the Chief Financial Officer. No donations involving Company assets will be made to political or religious affiliated groups. This policy does not prevent you from taking advantage of or participating in any Company charity, donation or volunteering programs.

For more information see Company’s Donations policies (see Section 7.2). 

Political Contributions - the Company does not make political contributions to individual candidates or political parties. All corporate political contributions, whether monetary or in-kind (including lending or donating equipment or technical services), must be approved in advance by the Company’s CEO, and processed by the Company Compliance Officer and Impact Team to ensure compliance with the Code. You can not use or contribute any of the Company’s funds, employees’ or team members’ work time, premises or equipment, to any political campaigns or political activities under any circumstances without such prior approval.

For more information see Company’s Anti-Bribery & Corruption Policy (see Section 7.2). 

4.5 Conflicts of Interest

You owe a duty to the Company to advance only its legitimate interests when the opportunity to do so arises.

A conflict of interest may exist where the interests or benefits of one person or entity conflict or appear to conflict with the interests or benefits of the Company. Your decisions and actions related to the Company should be based only on the best interests of the Company and not on personal relationships or benefits, either for yourself, any member of your immediate or non-immediate family (your ‘relatives’) or for others. You should seek to avoid situations where your personal activities and relationships conflict, or appear to conflict, with the interests of the Company. You must never use or attempt to use your position with the Company to obtain any improper personal benefits.

A conflict of interest may arise in many situations. While we cannot list every potential instance of a conflict of interest, below are some examples to provide guidance:

  • Conflicting Positions.  Serving as a director, employee, team member, advisor or contractor for a company that has a business relationship with the Company or is a competitor of the Company;
  • Financial Interests. You, or any member of your relatives, having a direct or indirect financial interest in (i) a competitor, supplier, customer or partner of the Company (other than holding public securities of up to 5% of a publicly listed company) or (ii) any transaction involving the Company; 
  • Corporate Opportunities.  Directly or indirectly using an opportunity that you discovered through your role with the Company or your use of corporate property, information, business relations or position, for personal or family or anyone else’s gain or competitive advantage, rather than for the benefit of the Company;
  • Improper benefits. You may not receive any improper benefit as a result of your position with the Company, including by way of gifts or entertainment (See ‘Gifts, Entertainment and Hospitality’ section for more information).
  • Personal relationships. We recognize that there will be times when the employment of relatives may occur in the workplace, and also recognize that on occasion, employees or team members are or may become involved in a close personal relationship (for example married, engaged, dating or in a romantic or sexual relationship).  Such relationships may result in conflicts of interest, potential bias or favoritism or adversely affect the ability of the Company to operate effectively. Therefore, to ensure all potential conflicts of interest have been addressed, disclosure of any such relationship that could generate a conflict of interest to the People Team or Company Compliance Officer is required even if the employees or team members are peers, work on different teams, have different functional roles or work in different locations. This entails a confidential process to help the Company assess any organizational impact from the relationship. 

We strongly discourage any employee or team member in a management or supervisory position to have a close personal relationship with an employee, a team worker or contingent worker whom they supervise (directly or indirectly) or whose employment conditions they may influence. 

If you are unsure whether a relationship needs to be disclosed, contact the People Team or Company Compliance Officer to discuss in confidence.

Additionally, you are expected to devote your full professional energy to your work at the Company. All side jobs and personal business activities that: (i) provide financial benefit to you, or (ii) may impact or influence your role in the Company, must be disclosed to your manager and approved by the Legal Team. This may include the opportunity to sit on the Board of Directors or Advisory Board of an organization, even if you are not personally being compensated for the outside activity.

Evaluating whether a conflict of interest exists can be difficult and may involve a number of considerations. We encourage you to seek guidance from the Company Compliance Officer when you have any questions or doubts.

If you are a Company employee, team member or contractor and you are aware of an actual or potential conflict of interest, or are concerned that a conflict might develop, please discuss with your manager and then obtain written approval from our Company Compliance Officer before engaging in that activity or accepting something of value. 

To assist you, we encourage you to ask the following questions when determining whether you face a conflict of interest:

  • Will a family member or friend benefit personally from my involvement?
  • Will the activity influence me to make decisions that may not be in the best interests of the Company?
  • Will my involvement in this activity influence or interfere with my ability to perform my role at the Company?

If the answer is ‘Yes’ or ‘Maybe’ to any of these questions, you may have a conflict of interest -  seek guidance from the Company Compliance Officer.

4.6 Antitrust and Fair Dealing

You should endeavor to deal fairly with our customers, suppliers, competitors and employees and team members. Nobody should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice. 

Antitrust laws are designed to protect the competitive process. These laws are based on the premise that the public interest is best served by vigorous competition, and will suffer from illegal agreements or collusion among competitors. Antitrust laws generally prohibit: 

  • Agreements, formal or informal, with competitors that harm competition or customers, including price fixing and allocations of customers, territories, or contracts; 
  • Agreements, formal or informal, that establish or fix the price at which a customer may resell a product; and 
  • The acquisition or maintenance of a monopoly or attempted monopoly through anti-competitive conduct. 

Certain kinds of information, such as pricing, production, and inventory, should not be exchanged at any time with competitors.  

You must not enter into any communication, exchange, agreement or understanding, written or oral, express or implied, with any competitor concerning: prices, discounts or other terms or conditions of sale; profits or profit margins; costs; allocation of product, customers, markets or territories; limitations on production or supply; boycotts of customers or suppliers; or bids or the intent to bid, regardless of how innocent or casual the exchange may be and regardless of the setting, whether business or social. 

Antitrust laws impose severe penalties for certain types of violations, including criminal penalties and potential fines and damages of millions of dollars. 

Understanding the requirements of antitrust and unfair competition laws of the various jurisdictions where we do business can be difficult, and you are urged to seek assistance from your supervisor or our Company Compliance Officer whenever you have a question relating to these laws. 

For more information see Company’s Antitrust policies (see Section 7.2). 

4.7 Insider Trading

Securities laws and Company policies prohibit you from trading in the Company stock or other securities of other companies when you are in possession of important information that is not available to the public and is deemed material enough so as to drive an impact, positive or negative, on the Company’s valuation. This type of illegal trading is sometimes referred to as insider trading. Such information could include, for example, news about acquisitions, investments, new brand launches or changes in business relationships, cybersecurity, privacy or data protection risks or incidents, sales or financial results, offices openings or closures, management changes or any other information that has the potential to affect the price of these securities. Both positive and negative information may be considered material. We refer to this type of information as inside information. Passing along that information in the form of a “tip” to someone who then utilizes it to trade in that stock is also considered insider trading. It is important to avoid even the appearance of an improper transaction.

Additionally, certain types of transactions involving the Company stock, such as hedging, pledging or short selling, are also not allowed. 

If you use insider information to make trades or if you divulge insider information to others, you could be held personally accountable for civil and criminal fines as well as possible imprisonment.

If you are unsure as to whether you have insider information, do not trade or share that information until you have consulted with the Company’s Legal Team or Company Compliance Officer. 

For more information see Company’s Insider Trading policies (see Section 7.2). 

4.8 Money Laundering, Trade Sanctions and Export Control

We do not do business with criminals, terrorists and sanctioned governments, entities or individuals. We are all responsible for identifying and reporting any suspicious activity to the Company Compliance Officer.

We are committed to complying fully with all applicable laws and regulations related to export controls, trade sanctions, and money laundering, including without limitation the U.S. Export Administration Regulations, the U.S. International Traffic in Arms Regulations, U.S. sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control, the USA PATRIOT Act of 2001, the Domestic and International Money Laundering Statutes contained in 18 U.S.C. § 1956, the Money Laundering Control Act (1986), UK Sanctions and Anti-Money Laundering Act 2018, France Le code monétaire et financier, and similar applicable laws in any other jurisdictions where the Company conducts business.  

If your work involves international business or trade, it is your responsibility to understand the associated laws and regulations. Any questions should be directed to our Legal Team or Company Compliance Officer. We also expect all our business partners, in particular our customers, suppliers and vendors, to understand and strictly respect the laws that apply.

For more information see Company’s Anti-Money Laundering policies (see Section 7.2). 

4.9 Protection of Confidential Information

As an employee or team member of the Company, you may learn information about the Company, its customers, vendors or any other business partner, that is confidential and proprietary, as such are defined in our Data Protection policies (See Section 7.2). At all times, you should maintain the confidentiality of information entrusted to you, except when disclosure is expressly authorized by the Company Compliance Officer in writing or legally mandated. All nonpublic information must only be used for the Company business purposes. You have an obligation to use all reasonable efforts to safeguard the Company’s nonpublic information. 

Confidential information includes all nonpublic information that might be of use to competitors, and/or be harmful to the Company or its customers, vendors or other business partners, if disclosed. This may include (without limitation): customer data, information about our technology and products; information about our business plans and strategies; information about our people and organizations; and information about our corporate finances.

Treat all information with care by keeping it secure, limiting access only to those who have a need to know in order to perform their job, and avoiding discussion of confidential information in public areas, for example on planes, elevators and mobile phones. Transfer of Confidential information should be limited and storage must only be done on Company-owned or any third-party authorized devices.

Unauthorized use or distribution of confidential information may be illegal and result in civil liability and/or criminal penalties. Employees or team members found in breach of their confidentiality commitments may be subject to disciplinary action.

If you have any questions as to what constitutes nonpublic confidential information, or want to report any misuse or disclosure of the Company confidential information, please contact the Legal, Security Officer or Compliance Teams.

4.10 Protection and proper use of company assets

You and all other Company employees, team members, officers and directors are required to protect the Company's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on our profitability. You should protect, secure and use Company assets appropriately and for legitimate business purposes only. This responsibility applies to all of the Company’s assets, including your time, work and work product; cash and bank accounts; physical assets, such as inventory, equipment, vehicles, computers, systems, facilities and supplies; intellectual property, such as patents, copyrights, trademarks, inventions, technology and trade secrets; and other proprietary or nonpublic information.

4.11 Use of Social Media

Social media is widely used socially and professionally. All social media and social networking accounts created by you or by any other employees or team members that leverage the Company’s brands or trademarks, or that are created using a Company business email address, are considered the property of the Company.  Always remember to be thoughtful and cautious about what you choose to share online and comply with our Social Media Policy (See Section 7.2). Social media use by you or any other employee or team member, whether for the Company’s business purposes or for personal purposes during work time, is subject to all applicable Company policies. Social media should never be used in a way that violates any Company policy, or other legal or ethical obligation, or for disclosure of any type of confidential information. 

4.12 Accurate Financials, Public Disclosures and Communications

We depend on you to maintain true and accurate records, which are essential for the Company to make good business decisions. We have a responsibility to our shareholders, business partners and various government agencies who rely on our business records and disclosures to make informed decisions. Even internal business records may become subject to public disclosure (through litigation, governmental investigations or the media), which is one of the reasons why it is important to avoid exaggerated information, inappropriate language or characterizations or guesswork in our recordkeeping. 

You must be clear, concise, truthful and accurate when recording any information and comply with all internal control requirements governing our accounting and financial reports. In addition, all public disclosures and communications must adhere to applicable laws, regulations and professional standards.

If you are responsible for preparing regulatory reports or public communications, you must comply with the Company’s disclosure controls and procedures which are designed to ensure that the information is full, fair, accurate, timely, understandable and transparent. Even if you are not directly responsible for financial reports, you are still responsible for maintaining the integrity of all of your and the Company records — whether they be expense reports, customer records, time sheets, safety results or sales results. 

To purposefully omit, conceal, or otherwise misrepresent the nature of any transaction or liability in Company's books and records is a violation of this Code and our corporate rules. Falsification of business documents is never acceptable and could lead to the termination of your employment or business partnership with the Company, whether it's for personal or commercial advantage. Never keep money or other assets in any unrecorded or "off-the-books" accounts for whatever reason.

No transaction may ever have the account or accounting period incorrectly identified, nor may the transaction's nature be misrepresented. Company business transactions require the proper authorisation, and you must promptly and completely provide all required supporting documentation.

If you have a question or concern, or if you are aware of any inaccurate or misleading disclosure - please report it immediately to the Company Compliance Officer or the Chief Financial Officer.

It is our policy to disclose material information concerning the Company to the public only through specific limited channels to avoid inappropriate publicity and to ensure that all those with an interest in the Company will have equal access to information.  All inquiries or calls from the press and financial analysts should be referred to the Chief Executive Officer, the General Counsel and the Chief Financial Officer.  Unless a specific exception has been made by Chief Executive Officer, the General Counsel and the Chief Financial Officer, these designees are the only people who may communicate with the press on behalf of the Company.  You also may not provide any information to the media about the Company off the record, for background, confidentially or secretly without such designees approval.

4.13 Side Deals

All contracts entered into by any of the Company entities are formally documented and recorded. Such documented terms define the Company’s rights, obligations, liabilities, and accounting treatments. We do not accept any business commitments provided outside of the formal contracting process managed by the Legal Team. Any type of side deals, side letters, or other informal documentation created by employees or team members without Legal Team oversight are not accepted and are forbidden. You should not make any commitments (whether written or oral) that create a new agreement or modify an existing agreement without securing approval through the formal contracting process with the Legal Team.

5. Impact

We adhere to the ten principles of the United Nations Global Compact and promote the United Nations Sustainable Development Goals through its strategy, culture, and daily operations.

5.1 Environment

We believe that growing our business can only be achieved by decoupling the environmental footprint of our activities and increasing our positive social impact. 

We are therefore strongly committed to reducing our impact on the environment and taking action on climate change. 

We comply with all applicable environmental legislation and regulations wherever we do business and with our own standards applying more stringent criteria than those required by law when we believe this to be appropriate. 

All employees and team members, in particular those involved in management at any level, contribute to sustainability through their firm commitment to pollution prevention, environmental conservation and the preservation of biodiversity, the promotion of energy efficiency and climate change management, which is formalized through this Environmental Policy. 

We are committed to making continuous improvements in the management of our environmental impacts. We work in partnership with others to promote environmental stewardship across our value chain, increase understanding of environmental issues amongst our stakeholders and disseminate good practice with other companies. 

For more information see Sustainability and Environment Policy (see Section 7.2).

5.2 Digital Accessibility

We recognize the need for digital experiences accessible by people of all abilities. We seek to understand and respect the unique needs and perspectives of our community, and we value every User.

To the maximum extent practicable, we strive to:

  • Make our websites and products accessible. 
  • Transparently disclose to customers about our level of compliance. 
  • Respond to inquiries and complaints regarding difficulty accessing one of our products, services, or websites due to accessibility issues with due speed.

5.3 Digital Trust and Private Information

Improving Digital Trust is a key success factor of the Company and its partners. That means we focus on an approach that complies with the golden privacy rules (e.g., the GDPR) and that meets the best ethical and security standards. 

As a Privacy leader, we look to offer industry-leading tools that allow our customers, their consumers and our employees and team members to control their data. We have to be transparent about the purposes of the data collection and collect only the data necessary to provide our service for a certain period of time.

For more information see our Digital Trust Model, the Company’s Data Protection Policies and Privacy Policies (See Section 7.2) and contact the Legal Team.

6. Investigation and Reporting of Potential Violations

6.1 How to report suspected violations

If you have a concern regarding conduct that you believe to be a violation of a law, regulation, or a Company policy, or you are aware of questionable legal, financial, or accounting matters, or simply are unsure whether a situation violates any applicable law, regulation, or any policy, please:

  • Discuss the situation with your manager or HR Business Partner;
  • If your manager or HR Business Partner is involved in the situation or you are uncomfortable speaking with them, contact our Company Compliance Officer; or
  • If you are uncomfortable speaking with the Company Compliance Officer because they work in your department or is one of your supervisors, please contact the Chief People Officer.
  • You can also us the anonymous reporting process under the Whistleblower Policy (see ‘Whistleblower’ section below)

Always try to report to a person you feel is impartial and not directly involved in the behavior you are worried about. It is crucial that you notify the right parties as soon as possible. It gives the Company the best opportunity to manage the situation and offer a thorough, efficient resolution. 

If you wish to ask any questions about our Codes or any other policy, seek guidance on specific situations, submit concerns regarding questionable accounting or auditing matters, or report violations of this Code, please contact our Legal Team at legal@contentsquare.com or Compliance Team at compliance@contentsquare.com. 

We expect you and all our employees and team members to do their best to comply with this Code. It is important that you stay vigilant to ensure there are no violations of this Code by anyone. Please do not stay silent in the face of a potential violation. If you have knowledge of a potential violation and fail to report it via the process set forth above, you may also be subject to disciplinary action under this Code.

No retaliation will be taken against you for reporting a suspected violation that you honestly, reasonably believe to be true (see ‘No Retaliation’ below).

6.2 Whistleblower 

We care about being a responsible partner in society, acting with integrity towards our employees, team members, customers, business partners and shareholders, as well as the wider community. While pursuing our business objectives, we always strive to do this in a responsible manner to ensure we are doing the right thing. It is our duty as professionals to speak out against and report unethical behavior.

Our whistleblower policy is crucial in identifying dishonest, criminal, or other unacceptable behavior. Everyone should have the chance to speak up anonymously when they feel we are not adhering to our corporate values. We commit to protecting the confidentiality of informant's identities and every report will be heard and acted on, and we will make improvements based on the results.

For more information seek Company’s whistleblowing policy (see Section 7.2).

6.3 No Retaliation 

We will not retaliate against any individual for filing a good-faith concern regarding non-compliance with this Code or any other Company policy. We will not retaliate against any individual participating in the investigation of any such complaint either. Finally, we will not tolerate any such retaliation by any manager or executive officer, or by any company with which we contract.

6.4 Cooperation and Investigations

Reports will be investigated in a respectful, professional manner as promptly and as confidentially as required. If you are asked to participate in an investigation, you are required to cooperate fully. This includes making yourself available to talk to an investigator, answering all of the Company’s enquiries honestly, and providing all of the details. Never change or delete records in response to an ongoing or upcoming investigation, lawsuit, or audit.

6.5 Violation and Enforcement

Any violation of this Code, including fraudulent reports, may result in disciplinary action in accordance with applicable law. That disciplinary action may include termination of employment and legal proceedings, if warranted.

7. General

7.1 Amendments and Waivers

We are committed to continuously reviewing and updating our policies. We therefore may amend this Code at any time and for any reason. On such occasions we will publish such amended Code and communicate to employees and team members. Any updates to the Code will apply upon publication. We expect from you and all our other employees and team members to be at all times up-to-date with most recent published Code.

We always welcome any comments or concerns about this Code. Please contact your manager or our Company Compliance Officer with any such comments.

It is rare for anyone to be exempted from any part of this Code, regardless of seniority or position. Waivers may only be granted in a manner permitted by law and with review and written approval by the Chief Executive Officer, General Counsel, Company Compliance Officer and Chief Financial Officer. The Board of Directors (including audit committees and Independent Director oversight of executive compensation) approval will be prompted as well where such is necessary, as determined by the Chief Legal Officer. Waivers will be promptly disclosed when required pursuant to applicable laws and regulations. Any waiver or modification of this Code for a director, executive officer, or senior financial officer will be promptly disclosed to shareholders if and as required by applicable law, rules and regulations.

7.2 Policies References

All Company’s policies referred in these Codes can be found at: 

7.3 Stakeholders References

Compliance Team:

Legal Team:

Security Team:

People Team:

Impact Team:

Procurement Team:

7.4 Training and Acknowledgement

All existing and new employees and team members must be trained on the content of this Code as part of their onboarding and annually thereafter, and sign an acknowledgment, substantially in the form as attached to this Code, confirming their understanding of the Code and agreement to comply with its provisions. Signed acknowledgement forms will be kept in each employees and team members' file. Failure to read or sign an acknowledgement form of this Code does not excuse any person from the terms of this Code.

Adopted by the Board of Directors: [●], 2022

Acknowledgments

Contentsquare Group

CODE OF BUSINESS CONDUCT AND ETHICS

  • I acknowledge that I have received and read the Contentsquare Group Code of Business Conduct and Ethics.
  • I acknowledge that I understand the standards, policies and procedures contained in the Code of Business Conduct and Ethics and understand that there may be additional standards, policies, procedures and laws relevant to my position (“Additional Policies”).
  • I agree to comply with the Code of Business Conduct and Ethics and any applicable Additional Policy.
  • I acknowledge that if I have questions concerning the meaning or application of the Code of Business Conduct and Ethics, any Company policies, or the legal or regulatory requirements applicable to my position, it is my responsibility to seek guidance from my manager, the Legal team, Compliance Officer, People team or other relevant individuals or departments.
  • I acknowledge that neither this Acknowledgement nor the Code of Business Conduct and Ethics is meant to vary or supersede the regular terms and conditions of my employment by the Company or to constitute an employment contract.