Provider Code of Conduct

Scale is committed to operating in an ethical manner and in compliance with applicable laws and regulations in the jurisdictions in which it operates.  This policy (“Provider Code of Conduct”) applies to all development partners, channel partners, service providers, contractors, consultants, intermediaries, distributors, joint-venture partners, and agents (each a “Provider”) of Scale Microgrid Solutions LLC, Scale Microgrid Solutions Operating LLC, and each of their subsidiaries and other affiliated entities (collectively, “Scale”).  This policy may be updated from time to time by Scale by updating this Provider Code of Conduct and posting the updated version on Scale’s website.  In all circumstances, Providers are expected to comply with applicable laws, rules, and regulations.  

The purpose of this Provider Code of Conduct is to ensure that all Scale’s Providers conduct themselves in an ethical manner and understand and adhere to the requirements of all applicable laws and industry best practices.  Violations of this Provider Code of Conduct shall be grounds for termination of any relationship – contractual or otherwise – between Provider and Scale and may subject the Provider to civil or criminal penalties.  

SCALE’S COMMITMENT TO INTEGRITY AND COMPLIANCE

1. Anti-Corruption Laws.

Scale is committed to strict compliance with all provisions of applicable anti-corruption laws and expects its employees, affiliates, development partners and agents to comply with these laws.

 • No affiliate, service provider, contractor, consultant, intermediary, distributor, joint-venture partner, development partner or agent (collectively “Providers”) may offer, promise, give, request, agree to receive, or accept bribes in connection with Scale business in either the public or private sector.

 • No Provider may pay, give, offer, promise, or agree to pay or give anything of value with the intent to influence a state, local or Indian tribal government or other organizations in connection with their work at or for Scale.

It is important to remember that anti-corruption laws also forbid the offering or payment of bribes to private sector parties and entities.

2. Bribery of Government Officials; Money Laundering.

All Providers, must comply, in all material respects, with the PATRIOT Act. Further, no funds provided by Scale, either as consideration, reimbursement or pursuant to a credit facility  will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, and other similar anticorruption legislation in other jurisdictions.  

Scale’s Providers must establish policies and procedures for purposes of complying with all laws, rules and regulations of any jurisdiction applicable to any such party concerning or relating to anti-money laundering, including applicable FINRA Conduct Rules, Exchange Act Regulations and the USA PATRIOT Act, specifically including, but not limited to, Section 352 of the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001 (the “Money Laundering Abatement Act,” and together with the USA PATRIOT Act, the “AML Rules”) and shall, upon request by Scale, provide a certification so that, as of the date of such certification (a) its AML Rules compliance policy is consistent with the AML Rules and (b) it is currently in compliance with all AML Rules.

The Federal Programs Bribery Statute, 18 U.S.C. § 666, prohibits paying, offering or agreeing to pay anything of value to any person with the intent to influence a state, local or Indian tribal government or other organization in connection with any business, transaction, or series of transactions of such organization, government or agency.

The following concepts are essential to understanding the scope of the anti-corruption prohibition. The term government official is defined broadly and includes:

• Officers and employees of government agencies and departments, including anyone who holds an American Indian tribal, military, law enforcement, legislative, administrative or judicial position of any kind, whether appointed or elected
• Anyone who exercises a public function or acts in an official capacity on behalf of a country, territory, American Indian tribal, state, municipal, local government or any public agency of such a government
• Officers and employees of government-owned entities, including tribally owned businesses.

Government officials may also include individuals in unpaid or honorary government positions, including committees, panels, commissions, or other advisory positions. Even administrative-level employees, such as executive assistants employed by government instrumentalities, are considered government officials for the purpose of this policy. Spouses or relatives of government officials should also be treated with the same level of caution as government officials because providing or promising anything of value to a close family member of a government official potentially may be viewed as a bribe.

The term anything of value is also extremely broad and includes not only cash, but also gifts, hospitality (including meals and entertainment), travel, accommodations and anything else of tangible or intangible value. This may also include event sponsorships and charitable contributions made at the request of, or benefiting, a government official (or their family or relations), even if made to a legitimate charity. This also may include internships (paid or unpaid) or employment opportunities.

Federal anti-corruption laws prohibit both bribes (which involve items of value given with the intent to influence behavior) and gratuities (which involve items of value given with the intent to reward behavior).

Scale cannot do indirectly what it cannot do directly. Improper payments made on Scale’s behalf by Providers or any other third parties violate anti-corruption laws. An example of an impermissible indirect activity would be a payment made through an agent under circumstances indicating that the payment would be passed along to a recipient for prohibited purposes.

Even the mere belief by Scale personnel that a payment is being made to a government official, or circumstances where a reasonable person ought to have known of the substantial likelihood of such a payment, can be sufficient to cause a violation of anti-corruption laws.

An offer, promise, or agreement to pay can violate anti-corruption laws, even if the payment is not actually made.

Business or transaction can include not only obtaining or retaining government business but also, obtaining a necessary permit or license, obtaining a reduction in taxes, or getting the government to “look the other way” regarding non-compliance with rules.

Determining who is a government official, what constitutes an attempt to reward or influence behavior, and the like can be complicated. Contact Scale’s legal department if you need guidance on whether an individual should be considered a government official. When in doubt, please seek guidance.

3. Gifts, Hospitality, and Travel.

Overview – The use of Scale funds or funds paid as consideration by Scale for gifts, gratuities, or other favors is prohibited unless the value is reasonable and it is not given in consideration or expectation of any action by the recipient. Certain expenses, including gifts, hospitality (including meals and entertainment), travel expenses, charitable contributions, educational or employment opportunities and/or assumption or forgiveness of debt may be considered “bribes,” if offered, given, or received with the intent to influence or reward an agent of an organization or of a federal, state, local or Indian tribal government or agency.

Scale’s Providers may not make, offer to make, or agree to make, payments or give gifts, hospitality, meals, travel, or employment to any government official as described in this policy, or to the spouse or family member of a government official, in a manner that would violate this policy. Scale’s Provider also must not provide or receive these items to or from private sector parties in a manner that would violate this policy.

Gifts – Gifts to government officials are permitted only if they are of token value ($20 or less), are legal and customary, and will be given openly to the government official. Any gift given to a federal government official, state official, or tribal official by any Provider on behalf of Scale shall not exceed $20 in value, pursuant to federal regulations.

Gifts received from or provided to a private sector party are acceptable if they are of reasonable value, defined as $100, are not given or received too frequently, and do not influence, or appear to influence, business decisions. Any gift received from or provided to a private sector party by Provider on behalf of Scale that exceeds $100 must be pre-approved in writing by Scale.

Hospitality – Hospitality (including meals and entertainment) provided to a government official is acceptable only if it has a valid business purpose and is generally reasonable. Meals and entertainment must provide an opportunity to address business issues, must not be lavish, should be reasonable based on circumstances, cannot be provided too frequently to the government official, and should not be provided if it might otherwise tarnish Scale’s goodwill. Any hospitality provided to any government official by a Provider on behalf of Scale shall not exceed $20 in value, pursuant to federal regulations.

Hospitality received from or provided to a private sector party is acceptable if the meals or entertainment given or received are of reasonable value, are not given or received too frequently, and do not influence, or appear to influence, business decisions. Any hospitality received from or provided by a Provider on behalf of Scale to a private sector party that exceeds $150 must be pre-approved in writing by Scale. Any hospitality received from or provided to a private sector party by a Provider on behalf of Scale that exceeds $300 must be pre-approved in writing by Scale.

Travel – Travel expenses, including transportation and lodging, for government officials may only be provided if they are directly related to the promotion of Scale services and products or related to the execution of a contract. Expenses beyond what is reasonably necessary for the business purpose, including lavish accommodations, first-class airfare, or expenses for spouses and children, are not permitted. All travel expenses, including transportation and lodging, provided to a government official paid by a Provider on behalf of Scale must be pre-approved in writing by Scale.

Travel expenses paid by or for a private sector party are acceptable if the travel or vacation accommodations or expenses of any kind are of a reasonable value, defined as $500, for a legitimate business purpose, are not given or received too frequently, and do not influence, or appear to influence, business decisions. Any travel expenses received from or provided to a private sector party by a Provider on behalf of Scale that exceeds $500 must be pre-approved in writing by Scale.

4. Accounting.

All Providers must promptly and accurately account for all expenditures made to, for the benefit of, or on behalf of a government official that are to be reimbursed by Scale or are paid out of funds provided by Scale. All gifts, hospitality, and travel expenses which are to be reimbursed by Scale or paid out of funds provided by Scale must be accurately recorded and documented with receipts that show the value of the items purchased and the recipients of those items. All expenses should be paid directly to the vendor of the services rather than through reimbursement of individuals.

5. Quality.  

Scale’s Providers must exercise the care necessary to ensure that their products and services comply with applicable quality standards.  Providers shall put in place quality assurance controls to promptly identify defects, prevent the falsification of inspection data, implement corrective actions, report any control lapses and facilitate the delivery of products and services whose quality meet or exceed contractual obligations to Scale.

6. Competitive Behavior.

Scale expects Providers to compete fairly in the marketplace and to conduct their businesses in accordance with applicable competition and antitrust laws, directives, regulations, policies and procedures.  This includes obviating business practices that involve bid rigging, market allocation, exchanging pricing information, price fixing and unlawfully restraining competition.

7. Compliance with Laws.  

Scale’s Providers must perform all commitments to Scale in compliance with applicable laws, directives, regulations and industry-standard requirements, wherever they may conduct business.  Additionally, Providers must comply with all terms, conditions and other requirements specified in any Scale purchase order.  

SCALE’S COMMITMENT TO HUMAN RIGHTS

1. Child Labor.  

Scale’s Providers shall exercise diligence in ensuring that they do not use child labor in the performance of any of their work requirements. Scale does not, and expect that Providers will not, employ children less than 15 years of age or who are younger than the age for compulsory education in their country, whichever is older.

2. Forced Labor.  

Providers shall not engage in the use of forced labor, slavery or trafficking of persons.

SCALE’S COMMITMENT TO A POSITIVE WORK ENVIRONMENT

1. Harassment-Free Workplace.  

Scale expects Providers to ensure that their employees are afforded a work environment that is free from psychological, sexual, physical and verbal harassment.

2. Diversity and Inclusion.  

Providers shall provide equal employment opportunities to their employees without regard to age, color, ethnicity, gender identity, marital status, mental or physical disability, national origin, race, religion, sex or sexual orientation, so long as the essential functions of a job may be performed with or without reasonable accommodation. Providers must treat people with dignity, encourage diversity and foster an inclusive culture and work environment.

3. Safety and Health.  

Scale’s Providers must comply with applicable safety, occupational and health laws, directives, regulations, policies and procedures, and are expected to ensure the safety, health and welfare of their employees and others who may be impacted by their operations.

4. Working Hours & Benefits.

Scale expects from Providers to comply with applicable laws regulating maximum working time in the country or countries in which they operate and pay workers at least the minimum wages required by local law and provide all legally-mandated benefits.  Workers must also be paid for overtime at such rates as may be legally required or, in those countries where such laws do not exist, at least equal to their regular hourly compensation rate.

5. Freedom of Association.  

Providers shall respect the rights of all workers and comply with applicable laws, directives and regulations on collective representation and bargaining. Additionally, workers and their representatives shall be permitted to openly communicate with management regarding working conditions, without fear of discrimination, reprisal, intimidation or harassment.

SCALE’S COMMITMENT TO TRADE COMPLIANCE AND RESPONSIBLE SOURCING

1. Imports & Exports.  

Scale’s Providers are expected to comply with applicable laws, directives, regulations, policies and procedures governing the import of domestic and foreign origin components, parts and related technical information. The same applies to compliance with applicable laws, directives, regulations, policies and procedures governing the export of domestic and foreign origin components, parts and related technical information. Providers must provide accurate information when applying for and maintaining export licenses and other requisite trade control authorizations.

2. Conflict Minerals.  

Providers must take appropriate steps to detect whether their products contain cassiterite, columbite-tantalite, gold and wolframite, as well as their derivatives and other minerals, including, without limitation, tin, tantalum, tungsten and gold, and implement supply chain controls to determine the sources of such minerals, which may finance or benefit armed groups in the Democratic Republic of Congo or the countries adjoining thereto.

SCALE’S COMMITMENT TO INFORMATION MANAGEMENT

1. Information Controls and Use.  

Scale’s Providers are expected to implement appropriate measures to handle the confidential, proprietary and personal information of suppliers, customers, consumers and employees.  Information must not be utilized for any purpose other than the purpose for which it was provided.

2. Intellectual Property.

Scale expects Providers to respect intellectual property rights, and transfers of technology and know-how are to be done in a manner that safeguards applicable intellectual property rights.

3. Information Security; Data Privacy and Protection.

Providers are expected to protect confidential and proprietary information from unauthorized access, use, disclosure and destruction, through appropriate cybersecurity and other information security procedures, including by satisfying the requirements for certification under ISO 27001.  Scale’s Providers must comply with applicable data privacy and protection laws, directives and regulatory requirements when personal information is collected, stored, processed, transmitted and shared. Provider are expected to use, and will cause their agents to use, appropriate forms of encryption or other secure technologies at all times in connection with the processing of Scale’s confidential and proprietary information, including in connection with any transfer, communication, remote access or storage (including back-up storage).

NON-COMPLIANCE WITH THIS PROVIDER CODE OF CONDUCT

In the event that the expectations of this Provider Code of Business Conduct are not met, the business relationship with Scale may be reviewed and corrective action pursued, subject to the terms of any related procurement contract.  

Provider acknowledges and agrees that any goods or services it or its suppliers provide to Scale will be provided in accordance with this Provider Code of Conduct.  Provider further agrees to perform any purchase order or other agreement entered into with Scale consistently with these principles and Scale’s Terms and Conditions of Purchase, and to flow-down the One Scale values and principles set forth herein in its business conduct with its suppliers.