Last Updated: August 2026
Acting with integrity and doing the right thing are driving forces behind Vendavo’s success. Vendavo is committed to conducting its business in an ethical manner, doing right by its employees, customers, vendors, suppliers, communities, and investors, and living its values:
(a) Integrity: We do the right thing. We hold ourselves accountable to our teammates and customers. We don’t tolerate bad behavior, even from brilliant people.
(b) Innovation: We take risks and explore new ideas. We’re agile and adaptable. We get results, even in constrained situations.
(c) Customer Centricity: We deeply understand our customers. We’re customer outcome vs. task driven. We aim to “wow” our customers
(d) Clarity: We’re direct and transparent. We proactively simplify complexity. We get to the point quickly.
(e) Collaboration: We’ve got each other’s backs. We win as a team and celebrate success.
This Code of Conduct and Business Ethics (the “Code”) covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out the basic principles that guide the work, decision-making, and behavior of Vendavo, Inc., and its subsidiaries and affiliates (“Vendavo”). All of Vendavo’s employees, officers, directors, agents, suppliers, contractors, and representatives (“Business Partners”) are expected to comply with this Code. Because this commitment to conducting business in an ethical manner is a continual effort, this Code is subject to change in Vendavo’s sole discretion.
Vendavo may maintain one or more cross-functional councils, committees, or working groups, including its Technology, Risk, Use, Security & Transparency Council (TRUST Council), to support oversight, coordination, and review of matters related to ethics, labor and human rights, environmental sustainability, responsible procurement, privacy, information security, AI governance, and related compliance topics. These groups may include representatives from functions such as Legal, Security, People, Engineering, Cloud Operations, Finance, Operations, Product, Sales Operations, Customer Operations, Marketing, and executive leadership, as appropriate. Vendavo expects this Code and related policies to be reviewed and updated from time to time as Vendavo’s business, operations, legal obligations, customer expectations, and sustainability priorities evolve.
Obeying the law is the foundation on which Vendavo’s ethical standards are built, and Vendavo is committed to complying with applicable laws, rules, and regulations of the jurisdictions in which it operates.
Vendavo seeks to avoid, and expects its Business Partners to avoid or appropriately disclose and manage direct and indirect conflicts of interest. A conflict of interest exists when a person’s private interest interferes in any way, or even appears to interfere, with the interests of Vendavo.
Vendavo is committed to respecting the confidentiality of all non-public information and intellectual property entrusted to it by its customers and suppliers and expects the same from its customers and suppliers. Vendavo has internal policies in place designed to protect confidential information from misuse and unlawful disclosure. Vendavo works to avoid, and expects its Business Partners to avoid, sharing or use of sensitive commercial information, and particularly information which could amount to inside information. Vendavo does not tolerate insider trading of any kind
Vendavo recognizes the importance of protecting confidential information, customer data, systems, and technology. Vendavo maintains information security policies and practices designed to protect information from unauthorized access, misuse, loss, or unlawful disclosure. Vendavo may conduct risk-based information security assessments, reviews, testing, training, or monitoring and expects Business Partners with access to Vendavo systems, data, or confidential information to follow applicable information security requirements.
Vendavo seeks to outperform its competition fairly and honestly through superior work effort, not through unethical or illegal business practices. Vendavo does not tolerate: (1) theft of proprietary information or possessing trade secret information that was obtained without the owner’s consent; (2) taking unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other illegal trade practices; (3) price fixing, bid rigging, allocation of markets or customers, or similar illegal activities.
Vendavo believes the purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships, not to gain unfair advantage with customers or suppliers and against competitors. Vendavo does not tolerate gifts or entertainment offered, given, requested, provided, or accepted as a bribe or payoff and expects gifts and entertainment to follow applicable internal policies and laws. Vendavo does not tolerate any form of bribery or corruption and particularly expects compliance with all applicable laws designed to prevent such practices, including the Foreign Corrupt Practices Act and the UK Bribery Act.
Vendavo expects gifts, entertainment, charitable contributions, sponsorships, discounts, rebates, commissions, referral fees, and other sensitive transactions to be handled transparently, accurately recorded, and reviewed or approved where required by applicable law or internal policy. Vendavo may conduct risk-based diligence, screening, monitoring, or review of third parties (including Business Partners) where appropriate to address bribery, corruption, sanctions, conflicts of interest, fraud, or other compliance risks.
As a pricing company, Vendavo is particularly aware of the risks associated with antitrust and anti-competitive practices. Vendavo has internal policies designed to support compliance with antitrust laws and promote fair competition, including prohibitions on: (1) discussions with competitors about how Vendavo prices, markets, services, or otherwise competes; (2) the sharing of confidential business information with competitors; and (3) engaging in any conduct that could unreasonably restrict a competitor’s access to the market. Vendavo expects its Business Partners to follow these same practices.
Vendavo does not use corporate funds or assets to make political contributions, except as permitted by applicable law and approved by Vendavo’s Legal department or another authorized approver.
Respecting human and labor rights is important to Vendavo. This includes treating employees fairly, with dignity and respect, and avoiding causing or contributing to abuse of human and labor rights.
Child labor is unacceptable to Vendavo. The employees of Vendavo’s Business Partners must be at least 15 years of age (or 14 where permitted by applicable law), unless applicable local law requires a higher minimum age. Young workers (under 18 years old) must not perform work that is mentally, physically, socially, or morally hazardous or that interferes with their mandatory schooling. Young workers (under 18 years old) must not perform night work or hazardous work where prohibited by applicable law or inconsistent with applicable labor standards. If child labor is identified, Vendavo expects appropriate remediation to be promptly carried out in a manner designed to protect the best interests of the child.
Vendavo does not tolerate any form of modern slavery, including forced, bonded or compulsory labor, servitude, descent-based slavery, and human trafficking within its business or by its Business Partners. This refers not only to all work performed involuntarily, but also to instances of coercion, mental and/or physical threat or abuse, abuse of power, and deception.
Vendavo expects recruiting, hiring, and employment practices to be conducted ethically, transparently, and without unlawful discrimination, including avoiding deceptive recruiting practices, charging unlawful recruitment fees, withholding identity or immigration documents except as permitted by applicable law, or misrepresenting material terms of employment.
Vendavo expects compensation, benefits, wage deductions, and legally required notices to comply with applicable wage and hour laws. Vendavo also expects its Business Partners to compensate workers in accordance with applicable law and contractual obligations.
Vendavo expects working hours, rest periods, overtime, and timekeeping practices to comply with applicable laws and internal policies. Vendavo expects its Business Partners to avoid practices that require excessive or unlawful working hours.
Vendavo respects employees’ rights, consistent with applicable law, to associate freely, form or join employee organizations, bargain collectively, or refrain from such activities. Vendavo expects its Business Partners to respect those rights where applicable.
Vendavo seeks to support a respectful, safe, and productive work environment, including through appropriate attention to workplace health and safety, stress and psychological wellbeing, skills development, and career growth. Vendavo may provide training, resources, reporting channels, or other measures designed to support these objectives. Vendavo expects concerns related to discrimination, harassment, health and safety, labor rights, or other workplace conduct to be raised through appropriate reporting channels so they can be reviewed and addressed.
Vendavo believes the diversity of its employees is a tremendous asset and expects interactions with employees, applicants, customers, suppliers, and other Business Partners to be based on respect, fairness, and lawful non-discrimination. Vendavo does not tolerate any illegal discrimination or harassment based on race, color, religion, sex, ethnic or national origin, ancestry, age, disability, pregnancy or maternity, marital status, sexual orientation, civil partner status, genetic information, gender identity, gender expression, or any other protected class under applicable federal, state, and local laws, or discrimination based on the perception that an individual has any of those characteristics or is associated with anyone who does. Vendavo is committed to creating a respectful environment for productive work, and encourages relevant, constructive, and respectful conversations.
Vendavo strives to provide a safe and healthy work environment and expects its Business Partners to: (1) comply with applicable occupational health and safety laws and regulatory requirements; (2) follow applicable environmental, safety, and health rules and practices; and (3) report accidents, injuries, and unsafe equipment, practices, or conditions. Vendavo expects its Business Partners to perform work for Vendavo in a safe manner, free from impairment by alcohol, illegal drugs, unauthorized controlled substances, or other substances that could impair safe performance. Safety issues and violations of applicable law will be addressed promptly.
Vendavo knows business prosperity is tied to environmental stewardship, social responsibility, and strong corporate governance practices (ESG). Vendavo maintains internal policies and practices designed to support ESG-related governance and expects compliance with all applicable environmental laws and regulations from its Business Partners. Vendavo seeks to use resources responsibly and, where practicable, supports waste reduction, reuse, recycling, and responsible management of energy, water, materials, equipment, and other resources in its business operations. Vendavo expects its Business Partners to comply with applicable environmental laws and to consider reasonable opportunities to reduce waste, reuse or recycle materials, and manage resources responsibly in connection with work performed for Vendavo. Where appropriate and supported by reliable information, Vendavo may monitor, review, and report environmental data related to its business, which may include energy use, greenhouse gas emissions, waste, recycling, water, business travel, offices, cloud services, data center services, and supplier activities. Vendavo may also evaluate reasonable opportunities to reduce environmental impacts, improve resource efficiency, use lower-impact products or services, and communicate relevant progress to internal or external stakeholders.
Vendavo seeks to work with suppliers, vendors, contractors, and other Business Partners that conduct business responsibly and in a manner consistent with this Code. Where appropriate based on the nature of the relationship, goods or services provided, and applicable risk profile, Vendavo may incorporate social, ethical, environmental, information security, and compliance expectations into supplier onboarding, contracting, diligence, assessment, training, monitoring, or review processes. Vendavo expects Business Partners to provide accurate information, cooperate with reasonable requests related to these expectations, and address identified concerns in a timely and appropriate manner.
Vendavo requires honest, accurate and timely recording and reporting of information to make responsible business decisions. This includes: (1) all business expense accounts must be documented and recorded accurately in a timely manner; (2) all books, records, accounts, and financial statements must: (i) be maintained in detail, (ii) appropriately reflect transactions, (iii) be prepared accurately and in a timely manner without false or misleading information, (iv) be promptly disclosed where required by applicable law or regulation, and (v) conform both to applicable legal requirements and internal controls. Additionally, Vendavo expects records to be retained or destroyed according to applicable record retention policies. Vendavo does not tolerate directly or indirectly influencing independent auditors, whether by coercion, manipulation, misleading, or fraudulent inducement, in a manner that could render financial statements materially misleading. Vendavo expects Business Partners to provide accurate information when responding to reasonable requests related to record-keeping, financial controls and disclosures.
Vendavo may track, review, and report information related to ethics, labor and human rights, environmental, information security, responsible procurement, and other sustainability matters where appropriate for its business, customers, investors, regulators, or other stakeholders. Any such reporting should be based on information Vendavo reasonably believes to be accurate, relevant, and appropriately supported. Vendavo expects Business Partners to provide accurate information when responding to reasonable requests related to sustainability, compliance, security, or responsible procurement matters.
Vendavo expects all Business Partners to protect any of Vendavo’s assets in their possession. Theft, carelessness, and waste have a direct impact on Vendavo’s profitability, and harm Vendavo’s commitment to information security, confidentiality, intellectual property, and proper business practices. All Vendavo assets are to be used for legitimate or authorized purposes only.
Vendavo complies with applicable trade controls, sanctions, export controls, import controls, and antiboycott laws. Vendavo does not participate in or support unsanctioned boycotts where prohibited by applicable law and expects Business Partners to follow applicable trade compliance requirements.
Vendavo expects prompt and appropriate action against violations. Vendavo expects its Business Partners to report observed or suspected violations of law or this Code. Vendavo does not tolerate retaliation against anyone who, in good faith, reports suspected misconduct or participates in a related review or investigation. Vendavo also expects all Business Partners to comply with this Code and its reporting requirements by reporting violations to their most appropriate Vendavo contact or using Vendavo’s reporting hotline or other reporting channels made available by Vendavo. Vendavo will review all such concerns appropriately and, where warranted, take appropriate action. Vendavo expects its Business Partners to promote compliance with the Code by their employees and others with whom those Business Partners work.
