Code of Conduct for Partners
I. PURPOSE
This Code of Conduct for Partners of Huawei Technologies Switzerland AG (“Code of Conduct”) is released to promote and ensure the absolute integrity of Huawei’s business dealings with its partners (including Huawei suppliers), hereinafter the “Partners” It is intended to establish clear compliance standards and ethical principles which all Partners of Huawei are expected to comply with.
II. APPLICABILITY
This Code of Conduct applies to all distributors and/or Huawei Partners and their employees, temporary workers, agents, subcontractors, and similar individuals or entities. Huawei Partners (“Partners”) refer to any party that (i) sells Huawei products, devices or services or (ii) provides products or services to Huawei, including but not limited to channel partner, supplier, agent and consultant. Huawei expects all our Partners to be familiar with and comply with applicable laws and regulations and demonstrate high standards of business ethics.
III. LEGAL COMPLIANCE
1. General Legal Compliance
The Partners shall comply with all applicable laws and regulations in force in their place of incorporation and the places in which they operate as well as any applicable international laws and rules. The Partners are expected to ensure that cooperation with Huawei will not be negatively affected by their legal compliance problems.
2. Labor Protection
The Partners shall provide their employees with a healthy work environment where they are treated with dignity and fairness and ensure that their employees are free from discrimination or harassment for any reason whatsoever, including skin color, ethnicity, age, gender, sexual orientation, religion, or political affiliation.
3. Environmental Compliance
The Partners shall conduct their operations in an environmentally responsible business manner and in strict compliance with applicable environmental laws and standards.
4. Government Customers
The Partners must comply with all applicable procurement laws when conducting business with governments, public institutions, state-owned enterprises, governmental departments, quasi-governmental bodies or local authorities where such additional bidding or procurement regulations apply.
5. Anti-Bribery
The Partners shall not directly or indirectly offer, promise to offer, make or receive any form of bribe to or from government officials, political parties, or commercial-sector (non-public sector) parties, in order to win or retain business or seek to influence a business decision inappropriately. This shall include offering or providing any gift or hospitality which is excessive or inappropriate in nature for the purpose of obtaining any improper advantage or illicit benefit
6. Unfair Competition
Partners shall not monopolize the market or engage in any unfair competition practices individually or in collusion with others. Typical examples of this conduct include but are not limited to practices that damage the rights and interests of end users and eliminate effective competition: (i) dividing markets through agreement or collusion; (ii) fixing resale prices; (iii) coordinating in bids; (iv) requiring purchase of tie-in products; and (v) abusing a dominant position in the market.
7. Cyber Security, Data Protection and Money Laundering
The Partners shall strictly abide by all applicable laws and regulations regarding cyber security, data protection and money laundering of the countries/provinces/states in which they operate and shall not infringe the freedom of communication and privacy of end users or any further stakeholders, as the case may apply.
8. Export Control
The Partners shall strictly abide by: (i) the applicable trade compliance laws, regulations, and resolutions in particular regarding export control of the countries in which they operate; and (ii) any further export control obligations Huawei communicates to a Partner from time to time whether set out in Partners contract or otherwise or that may be prescribed by the respective authorities
IV. BUSINESS ETHICS
1. Complete and Truthful Materials
The Partners must ensure that all materials they provide to Huawei are truthful, factual, legitimate, and valid and that full authorization has been obtained from third parties if the materials contain any confidential information related to a third-party. The Partners must also acknowledge that all information they provide to Huawei, including but not limited to purchase orders, sales reports, special price applications, rebates, payment applications, and changes to important company information, are truthful, accurate, and complete.
2. Falsified Revenue
The Partners are not allowed to assist Huawei employees in recognizing falsified revenue, recognizing revenue in advance, or intentionally delaying revenue recognition by such means as creating fraudulent projects, inflating customer requirements, signing multiple contracts for the same project, or providing fraudulent receipts or acceptance reports, neither are the Partners allowed to forge/falsify stamps, official documents, or correspondences of Huawei in any form.
3. Lawful Acquisition and Use of Competitor Information
The Partners are prohibited from using any illegal or unethical means to acquire and use trade secrets or other confidential information of others, including but not limited to improper solicitation or receipt of confidential information from customers, a competitor's employee, or any other party, whether or not such information is owned by the competitor or the third-party.
4. Marketing Communication and Advertising Media
In the course of marketing communication, the Partners shall not make false/misleading statements or exaggerate product performance. Without prior written permission from Huawei, the Partners shall not disclose information regarding their projects in cooperation with Huawei to the media.
During external business interactions, the Partners shall not make any false or misleading statements to any party.
5. Subject to Huawei Audits
The Partners shall not cover up any information that may compromise Huawei's interests. To ensure compliance with this Code of Conduct, Partners shall be subject to reasonable audits from Huawei or third parties on its behalf.
6. Compliance with Huawei's Partner Policies
To the extent permissible by Swiss law, the Partners must strictly abide by Huawei's Partner policies, including but not limited to policies and regulations on Partner management, Partner incentives, and supply paths. They must also recognize Huawei's exclusive right to develop and interpret the said policies and regulations.
7. Unauthorized Commitments
The Partners shall not make commitments to end users or any third party on matters in which they have not been authorized in writing by a Huawei representative with such express authority to do so.
Any losses incurred by Huawei from a Partner's unauthorized commitment or its failure to reject the unauthorized commitment of Huawei employees (i.e. those Huawei employees not expressly authorized to make such a commitment) shall be fully borne by the Partner on a full indemnity basis and Huawei shall not be obligated to any contractual commitments to Partner arising from such actions.
8. Defamation
The Partners must operate with integrity and shall not defame or disparage Huawei or its competitors. The Partners are prohibited from making false or misleading statements regarding competitors or their products and services.
9. Bribing Huawei Employees
The Partners are not allowed to bribe or transfer illicit benefits to any Huawei employee in any forms whatsoever, including but not limited to cash, negotiable securities, and payment vouchers, in an attempt to obtain illicit benefits or maintain cooperation with Huawei. In addition, Partners are not allowed to give inappropriate gifts and/or etiquette to Huawei employees that exceed the appropriateness to the situation, or any other conduct that could be construed as inappropriate conduct. Whether the entertainment or gifts are to be qualified as appropriate business etiquette or not shall be determined by Huawei at its discretion taking into account various factors including considering whether those involved in the giving or receiving would be embarrassed should such events or actions be made known to the public. This clause also applies to the family members and other close relatives of Huawei employees.
10. Conflict-of-interest relationship
The Partners shall not allow those who currently work at Huawei or their family members to have a stake in their company. In the event that a Huawei employee or his/her immediate family member(s) works for a Partner, or acts as an employee, consultant, board member, executive, or shareholder of the Partner, the Partner shall report such situations to Huawei immediately.
11. Intellectual Property Rights and Confidential Information
The Partners shall respect Huawei's intellectual property rights. Without prior written permission, the Partners shall not disclose any confidential information they have access to during their dealings with Huawei nor use any Huawei intellectual property except in accordance with any applicable license granted by Huawei.
V. COMPLIANCE MANAGEMENT
1. Establishing a Compliance System
Huawei encourages all Partners to establish their own internal compliance management system to ensure compliance with all Swiss applicable laws and regulations, including without limitation, such laws and regulations related to fair competition, sanction, export control, and alignment with Huawei's policies.
2. Communicating Huawei's Principles
The Partners must strictly manage the conduct of their employees, ensure employees abide by their own business conduct guidelines, and require their employees to abide by this Code of Conduct.
VI. MISCELLANEOUS
1. Consequences of any Violation of this Code of Conduct
Any violation of this Code of Conduct may result in review and reduction of incentives Partners are entitled to or the immediate termination of the business relationship with Huawei. In addition, Huawei reserves the right to request Partners to indemnify all losses caused to Huawei due to their violation of this Code of Conduct.
2. Submitting Questions or Reporting Violations
If you have any question about this Code of Conduct or become aware of any violations of this Code of Conduct that is believed in good faith and reasonably to be either an actual or potential violation of this Code of Conduct, please send an email to BCGComplain@huawei.com. Please submit the questions or report any suspicious behavior which may constitute a violation with your real name attached.
Please note that the information that you provide to Huawei must be truthful, accurate and complete to the greatest extent possible. If necessary, Huawei expects the Partner to reasonably assist with any investigations into the incident or situation that has been reported, including providing reasonable access to any associated documentation within Partner control. Intentional misleading reporting or defamatory information to Huawei may result in Huawei's immediate termination of the business relationship with us.