CODE OF BUSINESS ETHICS

PREMISE AND SCOPE

Unguess S.r.l. (hereafter Unguess or also the Company) is an innovative SME that deals with optimization of digital applications in particular by offering software quality, user experience and cyber security solutions, making use of crowd testing mode.
This Code of Ethics has been drafted to ensure that the fundamental ethical values of UNGUESS are clearly defined and form the basic elements of its management and culture, being intended also as an integral part of the organizational model 231 (hereinafter Model 231) adopted by UNGUESS pursuant to Legislative Decree no. 231/2001 and the general part of which can be consulted on the Official UNGUESS website, in the section at the bottom right of the Home Page, at the following link: https://unguess.io/it/, as well as to ensure the standard of behavior required of all those who, working in UNGUESS or having professional and economic relations with it, are the natural recipients (hereinafter, “Recipients”) of this Code of Ethics.
Its observance is of fundamental importance both for the smooth operation and reliability of the Company and for the protection of its prestige, image and know-how, factors that are decisive assets for the success of the company.

1.1. The Values

The Company, in the management of business and business relations, is guided by the principles of: legality, loyalty, honesty, integrity, fairness, good faith, transparency, efficiency and openness to the market, and compliance with all legal and regulatory provisions in force in the countries in which it operates.
Recipients, whose actions may be in any way referable to the Company, shall follow proper conduct in business of interest to UNGUESS, in dealings with third parties, regardless of the competitiveness of the market and the importance of the business transacted.
Unguess has decided, as well, to clearly outline its path in the era of sustainability, according to ESG standards by declaring its commitment in special ESG Policy available at the following link: https://unguess.io/it/esg-policy/

1.2. The Recipients

The Code must be observed by all Directors, Statutory Auditors, Auditors, Employees, Collaborators (to be understood as consultants, proxies, managers, partners, collaborators in general, thus including testers hired on the platform, hereinafter referred to as “Tryber”), as well as to the extent of their competence by all business partners (customers, suppliers) who contractually commit to it, hereinafter collectively the “Recipients”.
The Code is brought, in fact, to the attention of all those with whom the Company has business relations, being, therefore, published and, therefore, accessible to all on the official website of UNGUESS: https://unguess.io/it/.
In order to fully comply with the Code, each Recipient may refer to his or her superior and/or directly to the supervisory body (hereinafter referred to as the “Supervisory Board” or “SB”) established by the Company pursuant to Legislative Decree 231/01, at the addresses and in the manner set forth in paragraph 3 below.

1.3. Contractual value of the Code of Ethics

The Code of Ethics does not replace the rules of law applicable in each case and in each country where UNGUESS carries out its activities, or where its customers are located, nor the obligations established by any contracts to which the Recipients are parties, but of which, however, on the contrary, it must be considered to all intents and purposes an essential part, integrating the content of the same of the obligations, and failure to comply with which will be cause for breach of contract pursuant to Article 1218 of the Civil Code.
To this end, any behavior contrary to the letter or spirit of the Code of Ethics will be sanctioned by UNGUESS in accordance with its provisions, in addition to, therefore, representing, with reference to the contract that the Recipient will have entered into, a prerequisite for a claim for damages under Article 1218 of the Civil Code.

VALUES AND PRINCIPLES OF THE CODE OF ETHICS

The Company and, therefore, the recipients of this Code of Ethics, act in accordance with the values listed in Article 1 of said Code of Ethics, which are, in turn, the prerequisite for the adoption, in business processes, of the principles listed and described below.
Economic resources, as well as the Company’s assets, must not be used for illegal, improper or even dubious purposes. No advantage may accrue to the Company from illegal practices, illegitimate economic or any other kind of benefit.

2.1. Conflict of interest

All business decisions and choices made on behalf of the Company must correspond to its best interests. Recipients, therefore, shall not act in such a way as to cause a conflict of interest to the detriment of UNGUESS.
The Company recognizes and respects the right of its Directors and Statutory Auditors to participate in business or other activities outside of those carried out in the interest of the Company, provided they are activities permitted by law, not in conflict with activities carried out for the benefit of the Company, and compatible with legal obligations and obligations to UNGUESS itself.
Employees shall comply with the obligations established by law and applicable labor contracts (collective and individual) and, in particular, scrupulously abide by the obligation of loyalty to the Company by refraining from conducting business on their own behalf or on behalf of third parties in competition with the Company, and the prohibition to disclose news pertaining to the Company as set forth in Section 2.2 below.
Any situation that constitutes or generates a possible conflict should be immediately reported to one’s supervisor in writing.

2.2. Duty of confidentiality

The knowledge developed by the Company constitutes a fundamental resource that each Recipient must protect. Protecting the confidentiality of third-party data and information communicated to the Company is a fundamental value for the Company’s reputation and the trust placed in it by its customers.
Any news, information and other material pertaining to business organization, negotiations, financial and commercial operations (contracts, deeds, reports, notes, studies, drawings, photographs, software) and in general any kind of information pertaining to the Company and its know-how, its design criteria, production, sales, strategic planning, advertising dissemination, pricing of products and in general any element concerning the activity carried out by the Company, as well as any information obtained from third parties (customers, suppliers, employees, etc.) in the course of conducting business in the Company’s interest (hereinafter “Information”), obtained by a Recipient in connection with his or her work for the Company, is strictly the property of the Company itself or of the third party who communicated it to the Company.
Therefore, Recipients are required not to communicate, disclose or use, such Information except for the fulfillment of the duties or assignments entrusted to them. The obligations of confidentiality set forth in the Code remain even after the termination of the relationship with the Company until such time as the Information becomes public knowledge for reasons not attributable to the Recipient.

2.3. Impartiality, gifts and gratuities

Recipients must not give, promise or receive gifts, gratuities or advantages of any kind that could compromise, on the one hand, the independence or freedom of contract of the Recipients themselves and, on the other hand, the impartiality of external parties.
It is also prohibited to offer or accept any object, service or favor of value in order to obtain more favorable treatment in connection with any contractual relationship.
The provisions of this paragraph are valid and applicable in relations between UNGUESS and private individuals, as well as in relations with the Public Administration in any capacity.
Because UNGUESS promotes meritocracy, any consideration or sum that may be awarded to Recipients is linked to their achievements and is determined and agreed upon in advance based on criteria established in writing.

2.4. Dignity, equality and equal opportunity

Each Recipient recognizes and respects the personal dignity, privacy, and personality rights of every individual in both internal and external dealings with UNGUESS. In carrying out its activities, each Recipient is committed to respecting differences of any kind: gender, age, ethnic origin, religion, political or union affiliation, language, and disability.
UNGUESS does not tolerate discrimination, harassment or insults of any kind.

2.5. Personal data processing and information security

Also in light of the peculiarity of the activities it offers to its clients, UNGUESS is very attentive to the proper management of the information and personal data it comes to know in the context of its services to clients. For this reason, UNGUESS guarantees that all personal data processed as part of its activities are handled in compliance with applicable regulations and within the limits of the purposes for which they were collected. With this in mind, UNGUESS has appointed a DPO and two system administrators, pursuant to the European Union’s Regulation No. 679/2016 on the processing of personal data and privacy, known as GDPR (hereinafter GDPR).
To this end, UNGUESS has put in place all appropriate organizational and technical measures to ensure the security and proper management of personal data, according to the applicable best standards and practices updated from time to time in relation to the relevant European privacy legislation: the GDPR.
To ensure maximum effectiveness, UNGUESS binds employees and contractors, through the signing of appropriate deeds, to comply with applicable data protection laws and all instructions, security measures and policies of UNGUESS (including those related to the retention period and deletion of information), as well as the principle of confidentiality referred to in Section 2.2.

2.6. Relations with customers and suppliers

Just as UNGUESS expects its Co-workers and Employees to abide by the principles of professionalism, quality and fairness to ensure a high level of service to clients, similarly, before entering into a contract with clients, UNGUESS verifies that they meet the requirements of honorability and morality, if necessary, including requiring self-certifications attesting to the non-involvement of the client and its senior management in criminal proceedings.
UNGUESS, moreover, pays special attention to the selection of entities from which to receive goods and services and provides for compliance with certain criteria such as to exclude certain categories of suppliers that could pose a risk to the liability of UNGUES
In any case, UNGUESS expects clients to abide by this Code of Ethics and any behavior contrary to it may result in termination of the contract by UNGUESS.

2.7. Competition

UNGUESS conducts its business in accordance with the principles of fair and proper competition, and requires all Recipients to refrain from conduct that is, or even in appearance, aimed at impeding or disrupting the activities of competing enterprises.
The same is required of customers: no activity will be carried out that is suspected of illegally disrupting the rules of fair competition with customers’ competitors.
Therefore, the selection of suppliers, consultants and collaborators, as well as the purchase of goods and services, are carried out exclusively on the basis of objective parameters of quality, convenience, price, capacity, efficiency, avoiding agreements with contractual partners of dubious reputation in the area of, for example, respect for the environment, working conditions and/or human rights.

2.8. Relations with public administration, authorities and supervisory bodies.

In any possible relationship with the Public Administration, public authorities and supervisory bodies, UNGUESS applies and requires from any Recipient full cooperation and fairness, having to be inspired by the principles of transparency, completeness, fairness and good faith in any interaction and any exchange of information required by these authorities, in compliance with current regulations and the practices and procedures of the relevant sector.
UNGUESS does not want to create the slightest suspicion that it is trying to unduly influence these individuals to gain advantages through illegal means.
UNGUESS encourages the reporting (see paragraph 3) of any attempted bribery or corruption by a public official against an employee or collaborator or manager of the company or, similarly, of attempted bribery within UNGUESS, of which a Collaborator should become aware, in the course of his or her activities.
UNGUESS also requires Recipients to comply with these principles to avoid incurring the violation of criminal laws.

2.9. Relations with the media.

Media communication plays an important role in the creation of Unguess’ image. Therefore, all information regarding the Company must be provided truthfully, accurately and consistently in accordance with company policies and programs.
Relations with the press and other mass media are reserved for the appropriate corporate bodies and functions.
The promotion of the Company respects the ethical values set forth in this Code, repudiating the use of vulgar or offensive messages. The Company maintains the information published on the institutional website so as to make it a complete, effective tool in line with market expectations and the principle of transparency.

2.10. Health, safety and environment

The Company’s goal is to protect human resources and environmental protection by constantly seeking the necessary synergies both internally and externally with customers, suppliers, subcontractors, business partners and enterprises involved in the Company’s activities.
The Company is therefore committed to compliance with legislation and regulations in the field of health, safety and the environment, to the involvement of all stakeholders on these issues, with particular regard, but not limited to, the improvement of occupational health and safety conditions in order to prevent occupational injuries or illnesses, and to compliance with the principles of minimizing environmental impact and optimizing the use of resources.
The Company, therefore, is committed to offering its services in full compliance with legislative and regulatory requirements and meeting the highest standards in terms of environmental performance and safety.

2.11. Administration finance and control

The Company’s commitment is directed toward maximizing long-term shareholder value.
To fulfill this commitment, the Company adopts high standards of financial planning and control and accounting systems that are consistent with and appropriate to applicable accounting standards.
In carrying out this practice, the Company operates with utmost transparency consistent with best business practices.
The principle of transparency in accounting records applies not only to the actions of Management and Employees assigned to administrative offices, but also applies to each member of Management and Employee, in whatever area of the company he or she works.
All operations conducted must be duly authorized, verifiable, legitimate, and mutually consistent.
Adequate supporting documentation of the activity performed is kept on file for each transaction
Directors, members of Management, and Employees who become aware of omissions, falsifications, or neglect of the accounts or documentation on which the accounting records are based are required to report the facts to their respective hierarchical superior (if any) and/or the SB.

2.12. Anti-money laundering, financing of terrorism and organized crime

UNGUESS is committed, without exception, to preventing money laundering, terrorist financing, and the use of capital of illicit origin by pursuing corporate policies and implementing all controls aimed at preventing such crimes, thus always operating in compliance with current regulations.
UNGUESS is also aware of the enormous harm to the community that can be caused by the presence of mafia infiltration or other forms of organized crime in the business world, and is committed to implementing current anti-mafia legislation and to excluding, in compliance with current regulations, any form of relationship with individuals (both entities and individuals) convicted of organized crime activities by the competent judicial authorities or subject to prevention measures.

REPORTS OF VIOLATIONS OR REQUESTS FOR INFORMATION

The Code and its updates are brought to the attention of all Recipients (internal and external) through appropriate communication and dissemination activities so that the values and principles contained therein are known and applied.
Any reports from Recipients of violations of the rules, principles or spirit of this Code and/or clarifications of it should be addressed as follows:
through the Factorial platform complaints section, accessible at the following site: https://unguess.factorial.it/complaints which, through data encryption guarantees the confidentiality of the reporter and the information exchanged. The Reporting Manager is the Human Resources team that will coordinate with the Supervisory Board established by the Company pursuant to Legislative Decree 231/01. The platform is compliant with the requirements of Legislative Decree 24/2023, and reports will be handled according to the Whistleblowing Policy, an integral part of the 231 Model, of the Company. However, it is the obligation of the hierarchical superior, in the presence of reports received from Employees, to ensure that the Supervisory Board or the Whistleblowing Manager is informed without delay.
Anonymous reports will be considered only if they are based on accurate and consistent facts and not based on mere supposition.
In any case, the identification of whistleblowers is encouraged in order to better and more complete collection of information. In any case, such reports will be handled in absolute confidentiality; in fact, whistleblowers will be guaranteed the confidentiality of identity, without prejudice to legal obligations and the protection of the rights of the Company or persons wrongly or in bad faith accused.
Any form of retaliation, discrimination or penalization against a person who has made reports in good faith of possible violations of the Code or requests for clarification of how the Code is applied constitutes a violation of the Code. It is likewise a violation of the Code for anyone to accuse other Employees of violating the Code with the knowledge that such a violation does not exist.
Any Recipient is encouraged to request further information or clarification regarding the principles of this Code.

DISCIPLINARY PROCEEDINGS AND SANCTIONS

Violation of the rules of the Code by Employees, meaning as such the commission of actions or conduct that do not comply with the prescriptions of this document, or the omission of actions or conduct prescribed herein, may constitute a breach of the obligations of the employment relationship, with all the consequences provided for by current regulations and collective agreements, if any, including with regard to the preservation of the employment relationship, and may also result in compensation for damages arising to the Company.
The types of sanctions are provided for in current regulations or collective bargaining. They will be proportionate to the seriousness of the violation and applied according to the system of sanctions (hereinafter Sanctions System) provided by UNGUESS through the 231 Model adopted, and never such as to harm the dignity of the human person.
The sanction shall be imposed by the appropriate corporate function.
As for non-compliance with the provisions set forth in this Code of Ethics by the other Recipients, the relevant sanction provisions will be those provided for by law and/or contained in the respective legal relationships in force with the Company, based on the Model 231 Sanctioning System, being able, therefore, to configure the obligation, on the part of the Recipients, to compensate damages caused to the Company for non-compliance with the legal relationship itself.
In any case, reference is made to the provisions of the Sanctions System of UNGUESS, which constitutes an integral part of the Model 231 adopted by the Company itself, and which can be consulted within the general part of the Model 231, published, such general part, on the Official Website of UNGUESS, in the section at the bottom right of the Home Page, at the following link: https://unguess.io/it/

APPLICABLE REGULATIONS

UNGUESS is a company incorporated and governed by Italian law. It, however, operates in an international context and therefore many of its activities are subject to the regulations of other jurisdictions as well as those of applicable international conventions.
In the event that the provisions of this Code conflict with the regulations of other jurisdictions, the Recipient shall immediately contact his or her superior in order to obtain the necessary instructions.