Statement of Policy
Paytm E-commerce Private Limited (referred to as “PEPL” or “Company”) is committed to strictly comply with all the applicable laws and regulations and observe the highest standards of business ethics to prevent and detect bribery and all other corrupt business practices. The Company’s reputation for honesty and integrity is an invaluable asset. This Seller Code of Conduct (hereinafter “Policy”) is applicable to all the Sellers of the Company (“Partner”, which term unless repugnant to the context shall mean to include all its employees, directors, officers, sub-contractors and agents). The interwoven ethos of this Policy is to inculcate a culture of highest ethical conduct and commitment to comply with laws, rules and regulations of the land wherever the Company works or practices its trade or business in any form or manner. Compliance to laws protects the reputation of the Company and its Partner, ensures investors’ value and their confidence, reduces uncertainty in business transactions, and secures the assets of the Company and its Partners.
Although the Sellers are separate entities from the Company, the business practices and actions of the Sellers when conducting business with or on behalf of the Company, may significantly impact and reflect upon the Company. Therefore, any violation of this Policy will result into collateral consequences of suspension / revocation of contracts along with immediate termination of its relationship with the Company and will attract penalties equivalent to gross merchandise value of traded goods on Company’s platform (“Paytm Mall”) for a period of two-year, prior to such violation being identified or from the onboarding date, whichever is earlier.
Purpose and Scope
The Company maintains the highest level of professional and ethical standards in the conduct of its business in India and in foreign countries, wherever the Company operates directly or indirectly through its partners, affiliates or associates. This Policy describes in detail the processes that the Partner shall use to ensure compliance with the Policy and other applicable laws including but not limited to anti-bribery and anti-corruption rules and regulations.
Every Partner who is associated with the Company or provides/receives any products/service to/from the Company or on its behalf for anyone, is covered under this Policy. This Policy shall not be restricted only to actual commission of an illegal activity but shall extend to aiding and abetment of the same as well.
Compliance with the Policy
The Partner must not take or cause to be taken any action that would violate this Policy. This Policy is not subject to any waivers or exceptions because of competitive or commercial demands, industry customs or other exigencies.
The Partner shall have required internal policies to ensure compliance with this Policy.
All Partners must fully and constantly comply with this Policy. Any question in this regard should be directed to the ‘Compliance Officer’ of the Company.
Compliance with applicable laws
All national laws, regulations and guidelines relating to bribery, corruption, confidentiality, data security, employee practices etc. are of importance to the Company. The Partner shall ensure that their employees, sub-contractors and agents will comply with the terms of this Policy and with all applicable laws including anti-bribery, money laundering etc and all applicable laws of the land in conducting its business.
In setting out the principles included in this Policy particular attention has been paid to the requirements including but not limited to:
- The Prevention of Corruption Act 1988, Prevention of Corruption (Amendment) Act, 2018 “PCA”. This is the primary anti-corruption act applicable in India which criminalizes payments of illegal gratifications to ‘public servants’ and ‘commercial organisation’.
- The Companies Act 2013, emphasizes on corporate governance and prevention of corporate fraud.
- The Prevention of Money Laundering Act, 2002 which criminalizes the act of money laundering.
- The Consumer Protection Act, 1986 which emphasizes on dealings with consumers and unfair trade practices.
Principles of the Policy
The Partner shall ensure that they;
- abide by Paytm Ecommerce Policies;
- maintain confidentiality of information;
- ensure trustworthiness in their dealings;
- never conceal information;
- never engage in misrepresentation of facts;
- never indulge in dealings which are in violation of any applicable laws;
- never provide any misleading, fraudulent, false, unauthorized, illegal information;
- never indulge in unfair trade practices and illegal activities.
Honest and ethical dealing among business partners is essential for sound business relationships. The Company gives fair and equal consideration to all its potential and existing Partners, and bases its decisions on objective criteria such as price, quality, and service capability as well as reliability and integrity. The Company extends no personal favours on prices, promotional allowances, marketing assistance or the like. The Company expects its Partners to demonstrate similar high ethical standards and to conduct all its business transactions with integrity and fairness.
All Partners must refrain from the following but not limited to:
- “Bribery or Corruption” which shall include but not limited to offering bribes, personal favours to the Company and / or its employees to avail benefits such as higher cashbacks, promotions, preferential listing among others.
- “Malpractice” which shall include but not limited to selling and delivering wrong, fake, duplicate, spurious, counterfeit, damaged, defective, refurbished or previously owned Products.
- “Incorrect Product Catalogue Listing” like incorrect MRP, date of manufacture, expiry etc. on Paytm Mall.
- “Colluding with Users / Buyers” includes placing of fraudulent orders by or for themselves, in small or bulk quantity, to avail benefits of cashback/promotions running on Paytm Mall.
- “Selling Prohibited Products” falling in the category of product prohibited for sale in India under any law for the time being in force.
- “Creation of Multiple Account” which may lead to misrepresentation of identity of accounts holder or creating multiple ID under the category of User/Buyer.
Bribe & Facilitation Payments
Bribery may be active or passive in nature. Active bribery is offering, promising to give or giving anything of value to another person, made directly or indirectly, with the intention to induce such person to act improperly in the performance of his/her duties. Passive bribery is requesting, agreeing to receive or accepting anything of value from another person, made directly or indirectly, with the intention to induce the recipient to act improperly in the performance of his/her duties.
A bribe is an inducement, reward offered or preferential treatment, committed to be provided or provided in order to gain any commercial, contractual, regulatory or other business or personal advantage.
Bribe also includes facilitation payments and illegal gratifications. Facilitation payments are defined as small value and unofficial payments made to public servants to secure or expedite a routine government action.
Instances of illegal gratifications are: lavish or expensive gifts, payment of a country club membership fee, household maintenance expenses, payment of cell phone bills, payment of travel and entertainment expenses, offering of disguised trips to Company’s employees and / or government official, their spouse or children, hosting travel to tourist destinations, bearing disguised training expenses, ostensible inspection expenses, spending money for lodging, transportation, costly food, expensive dinners & drinks, providing of airline tickets to Company’s employees or government official, their cousins or close friend, providing of a company car, guest-house facilities, job offers, personal favours, favourable tax or loan terms. Pretentious charitable contributions can also be an example of funneling bribes to Company’s employees and / or government officials.
Bribe or an improper benefit may be offered, promised or given in many forms. It may involve payment of cash, sometimes in the guise of consulting fees or commissions given through intermediaries, travel expenses and expensive gifts. There is no minimum threshold amount for corrupt gifts or payments.
Prohibition on Bribery:
This Policy, strictly prohibits the Partners and everyone concerned or related with the conduct of business or operation of the Company to offer, promise, abet, authorize or pay or commit to pay bribe/ illegal gratification, financial or other advantage to any Company employee, Government Official or to any private business partner, directly or indirectly to improperly influence their official acts or decisions, or to obtain / retain / direct business from them or for any other person or entity, or to secure any improper advantage, or personal gain.
Prohibition on Facilitation Payments:
This Policy, strictly prohibits the Partners from offering, committing to offer or accepting of any kind of Facilitation Payments for themselves or on behalf of the Company.
Prohibition on Money Laundering
The Partners shall not enter into any arrangement that facilitates or may constitute as being involved directly or indirectly in economic crimes, including money laundering activities with or without involving Company officers or employees.
Compliance with Competition Laws
The Partners shall at all times ensure compliance with the terms of The Competition Act, 2002. The Partner shall not enter into anti-competitive agreements with the Company or any of its other partners, in respect to the products/services being offered/availed to/from Company.
“Company Property” means and include all data, intellectual property rights, merchandise material whether bearing Company’s logo or not or any other property/asset under the ownership of the Company.
Intellectual Property includes, but not limited to, trademarks, patents, copyrights, designs, content, domain names, know how, technology, brands and all confidential and sensitive information of the Company including operations, budgets and business plans, etc.
Company’s intellectual property is valuable and the Company will take all steps to safeguard and protect it from theft and misuse. It also respects the intellectual property of third parties and business associates and will not knowingly infringe the same.
Each Partner must:
- Protect Intellectual Property from misuse, leakage or theft by due care and diligence
- Maintain confidentiality of all confidential and sensitive information that is not in public domain and may impact the Company’s reputation
- Take care of documents that contain such information and extend this care to information on computers by not leaving such assets in an open access area
- Never copy/ use or distribute documents or software that are protected by copyright or license without proper authorization
- Not use any Company related confidential information even after cessation of your service with the Company
- Not claim any innovation or content created by individual or team during employment or association or collaboration with Company as it remains property of Company
Any software, innovations, coding or any other type of intellectual property made by the Partner during your engagement with the Company will be Company’s property and Partner shall have whatsoever no right on using, alienating, sharing or transferring it to any person outside the Company.
Confidentiality and Data Security
“Personal Data” shall mean any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier.
All tangible and intangible information obtained, developed or disclosed or accessed including all documents, software, applications, papers, statements, programs, plans and other data/information including but not limited to any Personal Data/information provided by Company and/or end users/customers/partners received by the Partner in the course of its business with Company shall be treated as confidential information by the Partner and the Partner shall prevent its disclosure to unauthorized parties and shall maintain adequate security measures to safeguard the information from unauthorized disclosure or use. The Partner shall further always abide with all applicable laws and statutory regulations in processing of such confidential information.
Conflict of Interest
The Partner shall not have any employee/director/officer of the Company serving as its officer, director, employee, agent or consultant nor shall the Partner have any direct or indirect relationship with the employees/director/officer of the Company, which has the potential to put the Company in a disadvantageous position vis a vis the Partner. If such a relationship exists which has not been disclosed to the Company, the Partner shall report such relationship to the Compliance Officer immediately. In case the Partner is an individual, sole proprietorship or partnership concern, the Partner warrants that neither the Partner nor the sole proprietor nor any of the Partner has as his/her relatives, any employees/director/officer or consultant of the Company. In case such relationship exists, the same shall be disclosed forthwith by the Partner to the Compliance Officer.
Labour and Employee Practices
The Partner, in the course of its business shall ensure that it complies with all applicable employment and labour laws in respect to all its officer, employees, sub-contractors, consultants and agents. The Partner should not employ child labour and should ensure that they only engage employees who meet the applicable minimum legal age requirement as per the law of the land.
Commitment to protecting the Environment
The Company is committed to doing its part to help preserve the resources bestowed upon by nature. We expect our Partner’s to comply strictly with all applicable environmental laws and regulations.
Social Media Policy
The Partners shall not act or speak on behalf of the Company, represent themselves as the Company, express any views attributable to the Company or divulge any information in respect to its business relation/transaction with the Company on a social media platform unless expressly authorised to do so by the Company.
Any social media issue in respect of the business relation/transaction between the Company and the Partner shall be highlighted by the Partner to the Compliance Officer immediately upon acquiring knowledge of the same.
Books, Records and Controls
Partner shall maintain detailed and accurate books and records and a system of internal controls that ensures accountability for all shareholder assets. It is essential that the integrity, accuracy and reliability of Partner’s books, records and financial statements be maintained. Off-the books payments and any fraudulent accounting practices or falsification of Partner’s books and records to cover up any improper payments are strictly prohibited.
Examples of falsified books and records include the payment of a false or fraudulent invoice, the miscoding of an improper payment in the general ledger, or a falsified expense report to hide improper entertainment of a government official.
All transactions recorded in the books of accounts of the Partner should have narration mentioning the accurate details of transactions and vouchers should be kept along with all the supporting documents such as invoices, copy of purchase orders / service orders, approvals and any other relevant document. No false, fabricated or artificial documentation or book entry shall be made for any transaction.
All accounts, invoices, memoranda and other documents and records relating to dealings with third parties should be prepared and maintained with strict accuracy and completeness. No transaction shall be entered into with the intention of it being documented or recorded in a deceptive manner.
Personal funds must not be used to accomplish what is otherwise prohibited by this Policy and any of the Company’s other policies.
Examples of hiding bribes in books of accounts include promotion expenses, payments made to sales agents, expenditure on gifts and entertainment and payment of agents’ commission.
Monitoring of Partners
The Company endeavours to function in an ethical environment and would like to ensure that its Partners, also adhere to ethical standards that are comparable to those of the Company’s. The Partners acknowledge that the Company may monitor the compliance of this Policy by the Partner.
Every Partner is responsible for reporting any incident of breach of this Policy to the Company, to the extent that it may impact the Company in a negative or adverse manner. It is, therefore, imperative on the part of every Partner to thoroughly understand the contents of this Policy and have a deep sense/ insight as to what act or conduct would constitute or be construed as a breach of this Policy.
Whistle Blowing Mechanism
All Partners shall report any instance of breach of this Policy to the Compliance Officer of the Company at the earliest possible stage. In addition, the Company has set up a whistle-blower helpline, to enable employees of the Partners to report any violations of this Policy. The identity of the complainants will be kept confidential during investigations and may be disclosed only on a ‘need-to-know’ basis to others. All complaint in this regard should be made to firstname.lastname@example.org.
In case of a breach or suspected breach of the Policy is reported against a Partner, an investigation may be initiated by the Company and the Partner undertakes to provide to the Company all necessary support and assistance required for conducting the same.
Non-compliance with the Policy
Any Partner not complying with the Policy requirements will be subject to appropriate action. This may include immediate termination of its relationship with the Company and/or its group companies and involve the recovery of penalties besides legal action being initiated under the relevant law. The Partner may further be blacklisted from the Company and/or its group companies.
Fines and Penalties
Any violation of this Policy will result into collateral consequences of suspension/ revocation of contracts along with termination of its relationships with the Company and will attract penalties equivalent to gross merchandise value of traded goods on Paytm Mall for a period of two-year, prior to such violation being identified from or from the onboarding date, whichever is earlier.
In a circumstance, where fines and penalties are imposed on the Company by a Government Entity in connection with the operations of the Partner, the Partner shall be responsible and liable to reimburse to the Company the cost incurred by the Company for defending/pursuing the same.
Any notice, summon, recovery certificates received by the Partner which constitutes a breach/alleged breach of this Policy by the Partner shall be shared by the Partner with the Compliance Officer immediately upon receipt.
Acceptance and acknowledgement of the Marketplace Agreement between the Partner and Company shall be considered as deemed acceptance of the Seller’s Code of Conduct.