Service Vendor Agreement

This Service Vendor Agreement was last updated October 14, 2025.

THIS Principal SERVICES AGREEMENT (“AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU (“COUNTERPARTY”, “YOU”, “YOUR”), AND GSOURCERS (PTY) LTD., A PRIVATE LIMITED COMPANY LOCATED IN JOHANNESBURG, SOUTH AFRICA (“COMPANY”, “WE”, “US”, OR “OUR”).  BY CLICKING ON THE “I ACCEPT” AT THE END OF THE AGREEMENT OR PROCEEDING WITH PROVIDING YOUR PRODUCTS OR SERVICES YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION HEREIN FROM THE DATE YOU CLICK “I ACCEPT” OR FROM GSOURCERS’ RECEIPT OF YOUR PRODUCTS OR SERVICES (“EFFECTIVE DATE”). IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND YOUR EMPLOYER OR SUCH ENTITY TO THE AGREEMENT.

The Company desires to retain Service Provider to perform services for the Company, and Service Provider is willing to perform such services, on the terms described below and in Statement of Work(s) or SOW(s) executed between the parties from time to time during the term of this Agreement in the form substantially similar to that attached as Exhibit A to this Agreement, if applicable (individually a “Statement of Work” or “SOW” and collectively, the “Statements of Work” or “SOWs”). Statements of Work for this Agreement shall not be in effect unless also signed by duly authorized representatives of Company and Service Provider. Any conflict between a Statement of Work and this Agreement shall be resolved in favor of the Statement of Work. In consideration of the mutual promises contained herein, the parties agree as follows:

  1. SERVICES AND COMPENSATION. Service Provider agrees to perform for the Company the Services described in the applicable Statement of Work according to the specifications detailed therein (collectively, the “Services”), and the Company agrees to pay Service Provider the compensation described in the applicable Statement of Work for Service Provider’s performance of the Services and all rights granted to the Company under the Agreement. For purposes of clarity, Service Provider shall have no right to any royalties or other form of contingent compensation (or any compensation of any kind whatsoever other than the fee referenced above), unless and except as is expressly set forth in the applicable Statement of Work.
  2. CONFIDENTIALITY AND DATA PROTECTION.
    1. Definition. “Confidential Information” means any non-public information that relates to the actual or anticipated business or research and development of the Company, technical data, trade secrets or know-how, including, but not limited to, research, product plans or other information regarding Company’s products or services and markets therefor, customer lists and customers (including, but not limited to, customers of the Company on whom Service Provider called or with whom Service Provider became acquainted during the term of this Agreement), software, developments, inventions, processes, formulas, technology, designs, drawing, engineering, hardware configuration information, marketing, finances or other business information. Confidential Information does not include information that (i) is known to Service Provider at the time of disclosure to Service Provider by the Company as evidenced by written records of Service Provider, (ii) has become publicly known and made generally available through no wrongful act of Service Provider or (iii) has been rightfully received by Service Provider from a third party who is authorized to make such disclosure.
    2. Nonuse and Nondisclosure. Service Provider will not, during or subsequent to the term of this Agreement, (i) use the Confidential Information for any purpose whatsoever other than the performance of the Services on behalf of the Company or (ii) disclose the Confidential Information to any third party. Service Provider agrees that all Confidential Information will remain the sole property of the Company. Service Provider also agrees to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information. Without the Company’s prior written approval, Service Provider will not directly or indirectly disclose to anyone the existence of this Agreement or the fact that Service Provider has this arrangement with the Company.
    3. Former Client Confidential Information. Service Provider agrees that Service Provider will not, during the term of this Agreement, improperly use or disclose any proprietary information or trade secrets of any former or current employer of Service Provider or other person or entity with which Service Provider has an agreement or duty to keep in confidence information acquired by Service Provider, if any. Service Provider also agrees that Service Provider will not bring onto the Company’s premises any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity.
    4. Third Party Confidential Information. Service Provider recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Service Provider agrees that, during the term of this Agreement and thereafter, Service Provider owes the Company and such third parties a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out the Services for the Company consistent with the Company’s agreement with such third party.
    5. Return of Materials. Upon the termination of this Agreement, or upon Company’s earlier request, Service Provider will deliver to the Company or certify destruction all of the Company’s property, including but not limited to all electronically stored information and passwords to access such property, or Confidential Information that Service Provider may have in Service Provider’s possession or control.
    6. To the extent that Service Provider processes personal data on behalf of Company, it will comply with the requirements of the GSourcers Data Processing Agreement (the “DPA”). Service Provider agrees to enter into any other agreements necessary in order to ensure that its processing and transfer of any personal data under this Agreement is lawful.
  3. OWNERSHIP, INTELLECTUAL PROPERTY AND REPRESENTATIONS.
    1. Assignment. Service Provider agrees that all copyrightable material, notes, records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets conceived, discovered, developed or reduced to practice by Service Provider, solely or in collaboration with others, during the term of this Agreement that relate in any manner to the business of the Company that Service Provider may be directed to undertake, investigate or experiment with or that Service Provider may become associated with in work, investigation or experimentation in the Company’s line of business in performing the Services under this Agreement are created solely on a work-for-hire basis (collectively, “Inventions”), and, therefore, are the sole property of the Company. Service Provider also agrees to assign (or cause to be assigned) and hereby assigns fully to the Company all Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating to all Inventions.
    2. Further Assurances; License. Service Provider agrees to assist Company, or its designee, at the Company’s expense, in every proper way to secure the Company’s rights and any copyrights, patents, mask work rights or other intellectual property rights, including but not limited to, granting the Company an exclusive, royalty-free, perpetual, irrevocable, worldwide license, relating to all Inventions in any and all countries, including the disclosure to the Company of all pertinent information and data with respect to all Inventions, the execution of all applications, specifications, oaths, assignments and all other instruments that the Company may deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns and nominees the sole and exclusive right, title and interest in and to all Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating to all Inventions. Service Provider also agrees that Service Provider’s obligation to execute or cause to be executed any such instrument or papers associated with the actions above shall continue after the termination of this Agreement.
    3. Pre-Existing Materials. Subject to Section 3.A, Service Provider agrees that if, in the course of performing the Services, Service Provider incorporates into any Invention developed under this Agreement any pre-existing invention, improvement, development, concept, discovery or other proprietary information owned by Service Provider or in which Service Provider has an interest, (i) Service Provider will inform Company, in writing before incorporating such invention, improvement, development, concept, discovery or other proprietary information into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to make, have made, modify, use and sell such item as part of or in connection with such Invention. Service Provider will not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without Company’s prior written permission.
    4. Attorney-in-Fact. Service Provider agrees that, if the Company is unable because of Service Provider’s unavailability, dissolution, mental or physical incapacity, or for any other reason, to secure Service Provider’s signature for the purpose of applying for or pursuing any application for any United States or foreign patents or mask work or copyright registrations covering the Inventions assigned to the Company in Section 3.A, then Service Provider hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Service Provider’s agent and attorney-in-fact, to act for and on Service Provider’s behalf to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyright and mask work registrations with the same legal force and effect as if executed by Service Provider.
    5. Non-Infringement. Service Provider represents and warrants that: (i) the performance of Services and delivery of any deliverables to Company will not infringe the intellectual property rights of any third party; (ii) Service Provider has all rights necessary to perform its obligations under this Agreement without breaching any agreements, violating any laws or infringing the intellectual property rights or rights of privacy or publicity of any third party; and (iii) Service Provider will perform all Services with due care, in a workmanlike manner and in accordance with industry standards.
    6. Use of Company IP. “Company IP Rights” means any intellectual property rights owned by Company or Company’s licensors and “Company Materials” means any works, code or materials that Company or Company’s licensors has Company IP Rights in or that are covered by Company IP Rights. Service Provider may only use those Company Materials provided by Company to Service Provider to perform Services described in a particular Statement of Work that are also listed in such Statement of Work. All rights granted to Service Provider in Company Materials are by license only and no rights of ownership are assigned or transferred to Service Provider under this Agreement or a Statement of Work. Service Provider will have no rights in Company Materials including by way of example, any rights to use, modify, distribute or reproduce Company Materials unless a Statement of Work explicitly grants any rights to Service Provider. If a Statement of Work does not specify Service Provider’s rights to use Company Materials and Company provides any Company Materials to Service Provider for purposes of Service Provider performing Services, Company grants Service Provider a limited, non-transferable, non-sublicensable, non-exclusive right to use and reproduce Company Materials only to the extent necessary to perform Services and no ownership rights are granted by Company to Service Provider in Company Materials.
    7. Moral Rights. To the extent that Service Provider acquires or retains any so-called moral rights in or to the Inventions or any other results and proceeds of the Services, Service Provider hereby waives all such moral rights, including without limitation the rights of attribution and integrity, and Service Provider acknowledges that the result of any work which Service Provider may perform or work product created pursuant to this Agreement is created for a commercial purpose. To the extent that such waiver is not effective, Service Provider agrees that it will not seek to enforce any remaining moral rights.
  4. REPORTS. Service Provider also agrees that Service Provider will, from time to time during the term of this Agreement or any extension thereof, keep the Company advised as to Service Provider’s progress in performing the Services under this Agreement. Service Provider further agrees that Service Provider will, as requested by the Company, prepare written reports with respect to such progress. The Company and Service Provider agree that the time required to prepare such written reports will be considered time devoted to the performance of the Services.
  5. TERM AND TERMINATION.
    1. Term. The term of this Agreement will begin on the date of this Agreement and will continue until the earlier of (i) the year anniversary of the final completion of the Services or (ii) termination as provided in Section 5.B.
    2. Termination. Either party may terminate this Agreement upon giving the other party 14 days’ prior written notice of such termination pursuant to Section 11.D of this Agreement. The Company may terminate this Agreement immediately and without prior notice if Service Provider refuses to or is unable to perform the Services or is in breach of any material provision of this Agreement.
    3. Survival. Upon such termination, all rights and duties of the Company and Service Provider toward each other shall cease except:
      1. The Company will pay, within 30 days after the effective date of termination, all amounts owing to Service Provider for Services completed and accepted by the Company prior to the termination date and related expenses, if any, submitted in accordance with the Company’s policies and in accordance with the provisions of Section 1 of this Agreement; and
      2. Section 2 (Confidentiality), Section 3 (Ownership, Intellectual Property and Representations), Section 6 (Independent Contractor; Benefits), Section 8 (Indemnification), and Section 9 (Voluntary Nature of Agreement) will survive termination of this Agreement.
  6. INDEPENDENT CONTRACTOR; BENEFITS.
    1. Independent Contractor. It is the express intention of the Company and Service Provider that Service Provider performs the Services as an independent contractor to the Company. Nothing in this Agreement shall in any way be construed to constitute Service Provider as an agent, employee or representative of the Company. Without limiting the generality of the foregoing, Service Provider is not authorized to bind the Company to any liability or obligation or to represent that Service Provider has any such authority. Service Provider agrees to furnish (or reimburse the Company for) all tools and materials necessary to accomplish this Agreement and shall incur all expenses associated with performance, except as expressly provided in the applicable Statement of Work. Service Provider acknowledges and agrees that Service Provider is obligated to report as income all compensation received by Service Provider pursuant to this Agreement. Service Provider agrees to and acknowledges the obligation to pay all self-employment and other taxes on such income.
    2. Benefits. The Company and Service Provider agree that Service Provider will receive no Company-sponsored benefits from the Company. If Service Provider is reclassified by a state or federal agency or court as Company’s employee, Service Provider will become a reclassified employee and will receive no benefits from the Company, except those mandated by state or federal law, even if by the terms of the Company’s benefit plans or programs of the Company in effect at the time of such reclassification, Service Provider would otherwise be eligible for such benefits.
    3. Service Provider agrees that it shall perform background checks in accordance with Company's policies on any personnel working on Company property or who has access to Company's systems to the extent allowed by law. Service Provider shall ensure personnel consent to such background checks regardless of scope and timing and shall indemnify, defend, and hold Company harmless from any failure to acquire adequate consent. Service Provider agrees to comply with GSourcers's Systems Access Addendum when it or its personnel access Company systems.
  7. PAYMENT INSTRUCTIONS.
    1. Service Provider may receive payment in their local currency.
      1. To receive payment, Service Provider shall provide to Company the Service Provider’s bank account number and routing number on the invoice.
      2. To receive payment as an international resident, Service Provider has the option to provide to Company the Service Provider’s wire transfer information. Service Provider shall be responsible for any applicable fees that accompany such payment.
    2. All invoices must be in a format that is substantially similar to Company’s invoice template as provided in Exhibit B.
    3. All invoices shall be sent to the Company contact with a cc to GSourcers@invoice.ziphq.com. Payment of fees will be made net 60 days upon approval of such invoice.
  8. INDEMNIFICATION. Service Provider agrees to defend, indemnify and hold harmless the Company and its directors, officers and employees from and against all actions, suits, claims, demands and judgements made, brought, alleged or imposed on Company and its directors, officers and employees (“Company Claims”), arising directly or indirectly from or in connection with (i) any negligent, reckless or intentionally wrongful act of Service Provider or Service Provider’s assistants, employees or agents, (ii) a determination by a court or agency that the Service Provider is not an independent contractor, (iii) any breach by the Service Provider or Service Provider’s assistants, employees or agents of any of the covenants, representations or warranties contained in this Agreement, (iv) any failure of Service Provider to perform the Services in accordance with all applicable laws, rules and regulations, or (v) any violation or claimed violation of a third party’s rights resulting in whole or in part from the Company’s use of the work product of Service Provider under this Agreement.
  9. VOLUNTARY NATURE OF AGREEMENT. SERVICE PROVIDER ACKNOWLEDGES AND AGREES THAT SERVICE PROVIDER IS EXECUTING THIS AGREEMENT VOLUNTARILY AND WITHOUT ANY DURESS OR UNDUE INFLUENCE BY THE COMPANY OR ANYONE ELSE. SERVICE PROVIDER FURTHER ACKNOWLEDGES AND AGREES THAT SERVICE PROVIDER HAS CAREFULLY READ THIS AGREEMENT AND THAT SERVICE PROVIDER HAS ASKED ANY QUESTIONS NEEDED FOR SERVICE PROVIDER TO UNDERSTAND THE TERMS, CONSEQUENCES AND BINDING EFFECT OF THIS AGREEMENT AND FULLY UNDERSTAND IT, INCLUDING THAT SERVICE PROVIDER IS WAIVING ITS RIGHT TO A JURY TRIAL. FINALLY, SERVICE PROVIDER AGREES THAT SERVICE PROVIDER HAS BEEN PROVIDED AN OPPORTUNITY TO SEEK THE ADVICE OF AN ATTORNEY OF ITS CHOICE BEFORE SIGNING THIS AGREEMENT.
  10. GSourcers AFFILIATES. Any entities that GSourcers directly or indirectly controls, is controlled by, or is under common control with, may place Statement of Works under this Agreement and will be deemed to be bound to and solely liable for their compliance with this Agreement for the purposes of the applicable Statement of Work.
  11. MISCELLANEOUS.
    1. Governing Law. This Agreement shall be governed by the laws of the Republic of South Africa without regard to South Africa’s conflicts of law rules.
    2. Assignability. Except as otherwise provided in this Agreement, Service Provider may not sell, assign or delegate any rights or obligations under this Agreement.
    3. Entire Agreement. This Agreement (including all Statements of Work attached hereto) constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior written and oral agreements between the parties regarding the subject matter of this Agreement.
    4. Notices. Any notice or other communication required or permitted by this Agreement to be given to a party shall be in writing and shall be deemed given if delivered personally or by commercial messenger or courier service, mailed by South African registered or certified mail (return receipt requested), or by electronic mail, to the party at the party’s address set forth on the signature page hereto or at such other address as the party may have previously specified by like notice. If by mail, delivery shall be deemed effective three business days after mailing in accordance with this Section 11.D.
    5. Attorneys’ Fees. In any court action at law or equity that is brought by one of the parties to this Agreement to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees, in addition to any other relief to which that party may be entitled.
    6. Severability. If any provision of this Agreement is found to be illegal or unenforceable, the other provisions shall remain effective and enforceable to the greatest extent permitted by law.

EXHIBIT A
STATEMENT OF WORK – NO. 1

This Statement of Work is a part of and is governed by the Principal Service Provider Agreement (the “Principal Service Provider Agreement”) and is effective as of the last date of signature below (“Effective Date”).  Capitalized terms not defined herein shall have the meaning ascribed to them in the Principal Service Provider Agreement.  

Service Provider hereby agrees to provide Services to the Company pursuant to the terms set forth below:

  1. Term. Start Date: [________________________]
    Completion Date: [________________________]
  2. Contact. Service Provider: [________________________]
    GSourcers: [________________________]
  3. Services and Related Terms. The Services to be provided under this SOW shall include, but shall not be limited to, the following: [________________________]
  4. Compensation.In consideration for Service Provider’s performance of Services under this SOW, the Company will pay Service Provider based on a rate of [(Local currency)_______________ per _________], payable by the Company every [________] weeks. Service Provider will be reimbursed for all actual out of pocket expenses incurred by Service Provider only as pre-approved in writing by the Company.
  5. Data Protection
    If Service Provider will process, access, or otherwise transfer any Company personal data under this SOW, then Service Provider will fill out Annexes I, II, and III attached to this SOW, which shall be incorporated into the Data Processing Agreement (DPA).

Unless otherwise stated, the compensation set forth in this Statement of Work is the full and complete consideration for the Services described in this Statement of Work and all rights granted Company pursuant to the Agreement, including, without limitation, a full and complete buy-out of any royalties or contingent compensation to which Service Provider may otherwise be due.

IN WITNESS WHEREOF, the parties have executed this Statement of Work as of the date first written above.

THE COMPANY
GSourcers (Pty) Ltd.		 SERVICE PROVIDER
By: Signature:
Name: Name:
Title:
Address:
28 Blairgowrie Drive, Blairgowrie
Randburg, Johannesburg, 2194      
Attn: Legal Department		 Address:
Email:  legal@gsourcers.com Email:

ANNEX I
Description of Processing

A. LIST OF PARTIES

1. Data Exporter
Name: GSourcers (Pty) Ltd
Address: Johannesburg, South Africa
Contact name, position, contact info: privacy@gsourcers.com
Activities relevant to data transferred: Vendor’s customer, as described in the Agreement.
Role: Controller or Processor (detailed in Section 2.1)
2. Data Importer
Name: [Vendor legal name]
Address: [Vendor address line 1]
[Vendor address line 2]
Contact name, position, contact info: [Vendor contact, position and email]
Activities relevant to data transferred: Service provider to GSourcers, as described in the Agreement.
Role: Processor or Subprocessor (detailed in Section 2.1)

B. DESCRIPTION OF TRANSFER

  1. Categories of data subjects whose personal data is transferred may include:
    • [E.g., customers, employees, contractors, etc.] [Add additional data subject categories as needed.]
  2. Categories of personal data transferred:
    GSourcers determines the categories of Personal Data that may be processed by Vendor as it relates to the Services procured by GSourcers as further described in the Agreement which may include:

    • E.g., online account data (username, email, password, and account preferences), contact information (full name, telephone number, email), system data (IP address, device type, browser version)] [Add additional categories of personal data as needed.]
  3. Sensitive data transferred (if applicable):
    • [List sensitive data elements to be transferred, including any data elements requiring special protection under Applicable Data Protection Law] [Add additional data elements as needed.]
  4. The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis):
    • [Specify one-off or continuous.]
  5. Nature of the processing:
    • [Add a brief description of the nature of the processing. (What you will be doing with the data)]
  6. Purpose(s) of the data transfer and further processing: To provide the Services as described in the Agreement and to comply with GSourcers’s Processing instructions, where applicable.
  7. The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period: For the duration of the SOW and 30 days afterward for the return and/or deletion of the personal data.
  8. For transfers to (sub-)processors, also specify subject matter, nature, and duration of the processing: See Annex III.

C. COMPETENT SUPERVISORY AUTHORITY
Competent supervisory authority (Clause 13, 2021 SCCs): Data Protection Commission, Ireland.

ANNEX II
Technical and Organizational Security Measures

INSTRUCTIONS TO VENDOR: Provide a detailed description of the technical and organizational measures implemented as the data importer (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context, and purpose of the processing, and the risks for the rights and freedoms of individuals. The technical and organisational measures must be described in specific (and not generic) terms and must clearly indicate which measures apply to each transfer/set of transfers.

Include your security measures addressing the following topics:

  • Measures of pseudonymization and encryption of personal data
  • Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services
  • Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident
  • Processes for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures in order to ensure the security of the processing
  • Measures for user identification and authorization
  • Measures for the protection of data during transmission
  • Measures for the protection of data during storage
  • Measures for ensuring physical security of locations at which personal data are processed
  • Measures for ensuring events logging
  • Measures for ensuring system configuration, including default configuration
  • Measures for internal IT and IT security governance and management
  • Measures for certification/assurance of processes and products
  • Measures for ensuring data minimization
  • Measures for ensuring data quality
  • Measures for ensuring limited data retention
  • Measures for ensuring accountability
  • Measures for allowing data portability and ensuring erasure]
  • For transfers to (sub-) processors, also describe the specific technical and organisational measures to be taken by the (sub-) processor to be able to provide assistance to the controller and, for transfers from a processor to a sub-processor, to the data exporter

ANNEX III
List of Authorized Subprocessors

Add your list of subprocessors here, and expand the table below as needed. Do not link out to a separate document. If your subprocessors are in a separate document, add them to this list below. A subprocessor is anyone who Processes any Personal Data covered by this DPA on behalf of your company.

Name of subprocessor Address Contact person’s name, position, and contact info Description of processing (including clear delimitation of responsibilities in case several subprocessors are authorizes)
e.g. Amazon Web Services 123 Street Avenue
City, State, ZIP
Country		 John Doe, DPO, privacy@company.com Cloud computing services, data storage, and disaster recovery.

EXHIBIT B

[SERVICE PROVIDER NAME]
[STREET ADDRESS]
[City, STATE Zip Code]
[PHONE]
[EMAIL]		 INVOICE #[NUMBER]
DATE: [DATE]
TERMS: Net 60
BILL TO:GSourcers (Pty) Ltd.
28 Blairgowrie Drive,
Johannesburg, South Africa

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DESCRIPTION HOURS RATE AMOUNT

 
TOTAL

PAYMENT INFORMATION:

Bank:
Name of Account:
Bank Name:
Bank Address:
Routing (ABA) No:
Account No:
Swift Code (For International wire):

Exhibit C
GSourcers Supplier Code of Conduct

This Supplier Code of Conduct incorporates the standards of ethical conduct and integrity which form part of the core values of GSourcers (Pty Ltd. (“GSourcers”). This Code of Conduct applies to GSourcers suppliers and their subsidiaries, affiliates, and subcontractors (each a “Supplier”) providing goods or services to GSourcers, or for use in or with GSourcers products. Suppliers are requested to adhere to this code and to remain mindful that their activities may have an influence on GSourcers’ reputation and relationship of trust with its learners, instructors, business customers, and employees.

This Supplier Code of Conduct outlines the kind of conduct and behavior that GSourcers requires of its Suppliers worldwide. Because we operate in multiple countries and are subject to different laws, customs and practices, the Supplier Code helps establish a common set of values and standards by which all GSourcers Suppliers will abide regarding ethics, labor and human rights, health and safety, environmental protection, and management practices. These standards apply on premises or off-site or anywhere you are acting as a Supplier to GSourcers.

GSourcers will assess its Suppliers’ compliance with the Supplier Code of Conduct, and any violations of this Code of Conduct may jeopardize the Supplier’s business relationship with GSourcers, up to and including termination.

Compliance with the Law and Regulations

The Supplier has an unqualified responsibility to comply with all applicable laws and regulations. The specific areas of compliance highlighted for attention in this Supplier Code of Conduct must not be considered fully definitive. The Supplier Code does not take into account all local laws and legal requirements, where they are more restrictive, however, they take precedence. Suppliers are expected to exercise good judgment in all situations, and seek guidance as necessary.

Anti-Bribery and Corruption

Supplier shall abide by all applicable anti-corruption laws and regulations of the countries in which it operates, the South African anti-corruption laws, and applicable international anti-corruption conventions.

Supplier shall not receive nor offer or make, directly or indirectly, any illegal payments, remuneration, gifts, donations or comparable benefits that are intended, or perceived, to obtain uncompetitive favors for the conduct of its business.

In order to maintain the level of transparency we strive for without creating doubts about our intentions, gifts are generally discouraged and should never be offered if they are cash or a cash equivalent (including gift cards); they are of more than nominal value; or they might create a conflict. 

Accurate and reliable financial and business records are of critical importance. Supplier must ensure that all entries in accounting books and records related in any way to the provision of goods and/or services to GSourcers must be true and accurate.

Record Accuracy and Retention 

Supplier shall accurately record information regarding its business activities, labor, health and safety, and environmental practices and shall disclose such information, without falsification or misrepresentation.

In addition, the Supplier must ensure that business records pertaining to GSourcers and its business are retained for the period required by law, and that they accurately and fairly reflect all business transactions. Supporting documentation for each transaction must be maintained by the Supplier and made available for inspection by GSourcers at its reasonable request. Further, Supplier shall respect intellectual property rights and safeguard customer information. Supplier shall manage technology and know-how in a manner that protects intellectual property rights. Disposal must be performed with adequate attention to the confidentiality of the information concerned.

Data Protection

The Supplier must ensure compliance with laws and directives providing for the protection, transfer, access and storage of personal information.

Confidential Information

A standard Non-Disclosure Agreement must be signed between GSourcers and the Supplier or prospective Supplier prior to discussing any confidential information. Confidential Information is information that is not generally known to the public about GSourcers its customers (including without limitation data that our customers upload into our service) employees or other parties with which the company has a relationship. This includes, but is not limited to, sales forecast, business, product or marketing plans, computer programs, software and other inventions or developments (regardless of the stage of development), customer lists, prospects, financial information, business practices and intellectual property.

Labor and Human Rights 

Supplier shall treat all its workers with the utmost dignity and respect. All GSourcers suppliers shall uphold the highest standards of human rights. This includes UN Universal Declaration of Human Rights and International Labour Organization (ILO) Conventions and compliance with national human rights and employment legislation.

Supplier shall not discriminate against any worker based on age, disability, ethnicity, gender, marital status, national origin, political affiliation, race, religion, sexual orientation, or union membership, in hiring and other employment practices.

Supplier shall commit to a workplace free of harassment and abuse. Supplier shall not threaten workers with, or subject them to, harsh or inhumane treatment.

Supplier shall ensure that all work is voluntary. Supplier shall not traffic persons or use any form of slave, forced, bonded, indentured, or prison labor. Involuntary labor includes the transportation, harboring, recruitment, transfer, receipt, or employment of persons by means of threat, force, coercion, abduction, fraud, or payments to any person having control over another person for the purpose of exploitation.

Supplier may employ juveniles who are older than the applicable legal minimum age but are younger than 18 years of age, provided they do not perform work that might jeopardize their health, safety, or morals, consistent with ILO Minimum Age Convention No. 138. 

As legally permitted, Supplier shall freely allow workers to associate with others, form, and join (or refrain from joining) organizations of their choice, and bargain collectively, without interference, discrimination, retaliation, or harassment.

Environment 

GSourcers is committed to sustainable growth, environmental responsibility, and socio-economic development.  GSourcers looks to the supply chain as a key area through which to secure sustainability and requires the Supplier to take these issues seriously by abiding by relevant international and national standards or commitments.

The Supplier must act responsibly towards the environment and is encouraged to adopt the principle of continuous improvement in regard to the environmental sustainability of its products.

Corrective Action and Reporting

Supplier shall have a process for timely correction of any deficiencies or violations identified by an internal or external audit, assessment, inspection, investigation, or review. The Supplier is expected to self-monitor its compliance with this Code of Conduct and to inform legal@GSourcers.com promptly and in writing if any situation develops that causes or could cause the Supplier or its representatives to violate this Code.


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