Introduction

Through innovation, initiative, and operational excellence, Apiom Inc, together with its associated entities and complementary businesses (collectively “Go1”, “we”, “our” or “us”) seeks to deliver on our key passions of:

• providing people with a digital learning record for life;
• lifelong learning; and
• making learning accessible to people all over the globe.

We are guided by our values of integrity in all we do, passion for our business, learning and its rapid conversion to action, and our single-minded commitment to achieving our goals to:

·       deliver unbeatable products and services;

·       undertake business our business dealings in a sustainable manner;

·       having leadership that inspires and rewards excellence;

·       developing and maintaining winning business relationships;

·       growth through imagination and fearlessness;

·       understand our responsibility to achieve financial targets;

·       have simple and effective systems and processes; and

·       be responsible corporate citizens.

Why do we have this Code of Conduct?

Go1 has developed this Code of Conduct (the “Code”) so our Board members, officers, employees, contractors, partners, and suppliers of any goods or services to Go1 (collectively “you” or “your”) clearly understand the kind of behaviour and conduct we expect to stay true to our values, achieve our goals, and make decisions in a legal, ethical, and considered way.

We take great pride in the work we have put in to develop our relationships with you and our customers, and our contribution to the communities around the globe in which we operate. With this in mind, we want this Code to help foster a culture of fair and ethical behaviour, and to encourage the reporting of practices that are unlawful, corrupt, or likely to damage Go1 or our reputation.

As a truly global business, Go1 is subject to a huge variety of laws such as those related to governance, data privacy, security, compliance, and employment. Alongside our other policies, the Code is intended to help you navigate applicable laws and regulations whilst working with Go1. Although our policies typically exceed Go1’s legal requirements, there may be times when local laws, regulations, customs, or business practices differ from the policies and procedures provided to you. If this occurs, please comply with your region’s laws and regulations, and ensure you seek further guidance before conforming to local customs or business practices. The consequences of engaging in offending conduct may include reputational damage to you or Go1, termination of your employment or business relationship with Go1, fines, and civil or criminal charges. 

As part of our commitment to ethical business, you are expected to commit to operating in full compliance with all applicable laws and regulations and to adhere to the principles provided in this Code. It should be read in its entirety and shared with any personnel who will be working with or supporting Go1 so that it can be referenced frequently in the decision-making process.

Our Code for All

Information Security

Information security is a key business and technology risk and is prioritised and managed accordingly. Significant loss or damage to Go1 could occur because of downtime, reputational damage or fines, making the active management of our information a vital task.

To mitigate information security risks, we undertake a variety of controls including:

• Continuous monitoring of the Go1 platforms and internal systems to identify and prevent security vulnerabilities;
• Recording and actively managing information security risk throughout our ecosystem by investing in people, processes, and tools; and
• Gaining certification in several internationally recognised security frameworks to ensure we are regularly audited on our practices and can gain the trust of our customers and partners.

Diversity

We have a strong commitment to workplace diversity. We recognize that the wide array of perspectives resulting from a workplace that is diverse in gender, age, ethnicity, cultural background, sexual orientation, religion, physical and mental ability, socio-economic status, thinking styles, education and experience promotes fresh ideas, creativity and innovation and benefits Go1's employees, shareholders, customers, suppliers, and other stakeholders.

Our partners and suppliers are similarly expected to not discriminate against any worker in the course of hiring and other employment practices.

Professional Conduct

You are expected to conduct yourself in a manner that is fair, professional, ethical and will not bring Go1 into disrepute.

Health and Safety

Health and safety, social responsibility, and environmental sustainability are fundamental to the ways in which we do business. Go1 believes that all accidents and workplace illnesses and injuries are preventable and are therefore committed to prioritising good work health and safety management practices. We aim to meet or exceed our obligations under local work health and safety legislation wherever we operate. Our suppliers and partners are expected to similarly provide a fair and ethical workplace which implements and maintains high standards of health and safety, labour, and human rights policies and practices.

Our overarching measure of success is that you return home safely to your families at the end of every day. To make this possible, everyone needs to follow standards, policies, operating procedures, and rules, and be vigilant about identifying and reporting hazards and unsafe practices or behaviour.

Data Privacy

In providing software and access to content around the globe, Go1 acts as a custodian of data for our employees, customers, third-parties, suppliers, and partners. We take the responsibility of protecting personal data very seriously and comply with applicable global data protection and privacy legislation to protect this data whenever we collect and/or process it.

In all circumstances we take reasonable steps to:

• Implement practices, procedures, and systems relating to Go1’s functions and activities to comply with privacy and data protection laws and regulations;
• Ensure the personal information we collect, process, use, or disclose is accurate, complete, current, and relevant to the purpose;
• Protect the personal information we hold from misuse, interference, loss, unauthorised access, modification, or disclosure; and
• Destroy or de-identify personal information that is no longer needed by Go1 and is not required to be retained for any reason under applicable law.

Our Privacy Policy, Data Processing Agreements and Privacy Disclosures explain how we access, use, share, transfer, and store personal information as permitted by law. All our employees, contractors, partners, and suppliers, where relevant, are required to comply with our Privacy Policy. Any privacy questions or complaints should be directed to privacy@go1.com for assistance.

Sustainability and Environment

Go1 is committed to understanding and minimising any adverse environmental impacts of our activities by aiming to efficiently use all resources, including preventing or reducing pollution, and enhancing biodiversity protection. We aim to meet or exceed our obligations under environmental laws and regulations applicable to our business by continually identifying, assessing, and effectively managing our environmental risks.

Modern Slavery and Human Trafficking

Modern slavery and human trafficking are fundamental violations of human rights and abhorrent crimes. Go1 has a zero-tolerance approach to such violations and are committed to continually improving our practices to ensure that our business, and our direct and indirect supply chains, are free from modern slavery and human trafficking. You are expected to familiarise yourself with our Modern Slavery Policy which provides further detail about this commitment, our practices, and our expectations of you.

Political Contributions and Activities

Go1 does not contribute funding to any political party, politician, elected official, or candidate for any public office in any country. When we express our views to governments on subjects affecting our interests and operations as part of normal government relations, we maintain high ethical standards and comply with all relevant laws.

We acknowledge your civil rights and your freedom to have political interests or affiliations, and be involved in related activities or events in your own time as long as these do not infringe your obligations to Go1 in any way. You must never represent that your own political views or affiliations are those of, or are supported or endorsed by, Go1.

Inside Information

“Inside information” refers to information about a company that is generally unavailable to the public that could affect a reasonable investor’s decision about whether to invest in the company, for example:

• The financial performance of Go1 or how we are tracking against our budget or forecasts;
• Whether we have won or lost a significant supply contract;
• News of a merger, acquisition, or joint venture before it becomes public knowledge; and
• Trade in the shares of counterparties when you have access to inside information that, if it were made public, could reasonably be expected to affect the counterparty’s share price.

Whilst possessing inside information is not an offence, in many jurisdictions it is a criminal offence to use such inside information to buy, sell, or otherwise deal in securities, or encourage insider trading, or to disclose inside information with the aim of allowing others to profit from it. If you are privy to inside information, you should not advise or encourage another person (such as a family member, friend, family company or trust) to use the information to deal in securities. You also should not pass on inside information to anyone who you know, or should know, that may use it to deal in securities.

Further, as most Go1 contracts contain confidentiality obligations, disclosing information to another person, regardless of whether it is used to their personal advantage, may be considered a breach.

Competition and Anti-Trust

Many countries in which we operate have developed competition or anti-trust laws to promote free and fair competition and trade, and prevent practices which restrict this including price fixing, market sharing, bid rigging, or abuses of a dominant position. We commit to actively cooperating with competition authorities, including with their enforcement of competition laws against those third-parties acting in an anti-competitive manner towards Go1.

You are expected to comply and be familiar with competition laws and participate in relevant learning initiatives provided by Go1. You must not discuss competitively sensitive information with competitors; if you have any concerns about topics raised for discussion by a competitor, you should excuse yourself from the conversation and contact the Go1 General Counsel.

Accounting for our Resources

Go1 complies with the accounting and financial reporting rules and regulations in all jurisdictions applicable to us.

All data that is relevant to our business activities, regardless of the form in which it is created and maintained and whether it is financial or non-financial, must accurately reflect the underlying transactions and activities. We do not tolerate the creation of misleading information or the falsification, concealment, alteration, destruction, or tampering of information. Once created, data must be securely stored and disposed of in accordance with applicable laws and regulations, and Go1 policies and procedures.

All transactions must be properly authorised and recorded accurately and completely in the relevant accounts and records as required by law and our internal accounting rules. Our suppliers and partners are expected to maintain similar standards of record keeping and documentation.

Confidentiality

Everything you produce for or related to Go1 that has the capacity to be stored in physical or electronic form is our property. In the course of your work with us you may come across particularly sensitive or confidential information or knowledge about Go1, a customer, a prospective customer, or competitor.

Typically, confidential information means all non-public information and data, regardless of the content, type, or medium, relating to a company’s commercials, operations, technical measures, or finances. This includes, but is not limited to, any process, software, system, business opportunity, financial or sales data, pricing and trading terms, evaluations, opinions, terms and conditions of employment, inventions, identity or requirements of current or prospective customers or partners, marketing techniques, and trade secrets.

You must not disclose or share any information obtained in the course of working with Go1 to any person not authorised by us to receive it. You must exercise care and diligence to protect our confidential information, including protecting it from deliberate or accidental disclosure. After the cessation of your employment or engagement, you must return all confidential information in your possession and continue to abide by these confidentiality obligations.

If you believe you are required to disclose confidential information by law or court order, you must immediately inform a member of the executive team and ensure you do not disclose the information until Go1 has had the opportunity to consider the reasons you believe this disclosure is required and take protective measures where necessary.

Go1 will not hire a person for the purpose of obtaining their specific knowledge about a former employer and will not put an employee in a position where they are required to disclose or use a former employer’s confidential information.

Alcohol and Other Substances

In support of our fundamental health and safety principles and our commitment to being environmentally responsible and supporting host communities, all Go1 workplaces are to be free from the use of illegal substances and the misuse or abuse of legal substances.

You are expected to function at an acceptable level of performance while working or undertaking Go1 related business and not be impaired by illegal or legal substances (including alcohol), regardless of whether you are in a Go1 office or working remotely.

Go1, at its discretion, may permit the consumption of alcohol at work events and on its premises, however you are expected to drink responsibly and not drive if you have exceeded the legal limit.

Additional Requirements for Employees and Contractors

All employees and contractors of Go1 will be expected to follow the entirety of this Code.

Social Media

Whilst social media and networking can be fun and valuable, the lines between what is professional and personal, or public and private, can be blurred which can create risks to our business. Please ensure you consult and follow the Social Media Policy  prior to posting any social media content related to Go1, our products, services, or our business.  

The Use and Protection of our Resources and Property

We will ensure you have access to the tools and equipment necessary for you to effectively perform your role. These assets, such as IT equipment or motor vehicles, will remain the property of Go1 so you are expected to protect and care for them, and to use them only for their intended and authorised purpose. In certain circumstances and where authorisation has been provided, such physical assets can also be used for personal matters. Theft, misuse, or misappropriation of our assets, including our intellectual property, is strictly prohibited.

Computer and internet resources are critical tools for almost every role at Go1 and may be used both professional and privately on the condition that the private use:

• Is kept to a minimum and does not interfere or delay your work obligations in any way; and
• Complies with all Go1’s policies and directions and is consistent with your employment or engagement contract.

Whenever you use your corporate email address you represent Go1 so you must not use your company email to:

·      Sign up for illegal, unreliable, disreputable or otherwise suspect websites or services;

·      Send unauthorised marketing content or solicitation emails;

·      Send insulting or discriminatory messages or content;

·      Intentionally spam the email addresses of others, including your colleagues; or

·      Register for a competitor’s services unless authorised.

You understand that you will lose all access to your Go1 email address following termination of your employment or engagement with us. In accordance with applicable laws, Go1 may carry out surveillance of workplaces and monitor the use and operation of our computer resources, for example through software designed to filter the use of web and email content and to monitor compliance with our policies. We may conduct forensic device examinations randomly and/or in the event of a suspected breach of policy. These monitoring activities may occur at any point from the commencement of your employment or engagement with Go1.

Intellectual Property

Our intellectual property includes all intellectual proprietary rights, whether registered or unregistered, and whether existing under statute, at common law, or in equity around the globe including, without limitation:

• all trademarks, trade names, logos, symbols, get up, brand names or similar rights, registered or unregistered designs, patents, copyright, circuit layout rights, trade secrets and the right to have confidential information kept confidential; and
• any application or right to apply for any of these rights.

Unless otherwise agreed in writing, all intellectual property rights in any work created by a regular or temporary Go1 employee, including any copyrights, patents, trademarks, and trade secrets, will generally be owned by Go1 if that work:  

1. relates to Go1’s actual or anticipated business, research, or development; 
2. is developed using Go1’s equipment, time, or proprietary information; or  
3. is the result of work the employee or intern performed for Go1.  

Intellectual property rights for works created by temporary employees engaged through an employment or staffing agency are governed by agreements between those personnel and their employing agency, and between the employing agency and Go1. 

Equal Employment Opportunity, Harassment, Discrimination, and Bullying

Go1 is committed to the principle of equal employment opportunity and to providing a productive workplace in which you can work free of unlawful discrimination and harassment. We do not tolerate bullying, unlawful discrimination, or harassment against any person based on gender, sexuality, trade union membership, political beliefs, race, colour, religious affiliation, marital status, age, disability status, citizenship, or other classifications protected under applicable law.

Our Equal Employment Opportunity, Discrimination, and Harassment Policy provides you with our expectations of your behaviour and outlines our procedures and commitment to providing equal employment opportunities, and eliminating unlawful discrimination and harassment in the workplace.

At Go1 our focus is on treating everyone based on merit and according to their skills and abilities, including matters involving:

·      renumeration practices and benefits;

·      recruitment, selection, transfers, promotions, performance reviews, training and development;

·      supervision and management of staff, counselling, disciplinary procedures, and termination of employment.

Conflict of Interest

A “conflict of interest” occurs when your personal interests, the interests of your family member, or the interests of another organisation to which you owe loyalty, interfere, or appear to interfere, with your duty of loyalty to Go1 or your ability to perform the responsibilities of your role.

You are expected to perform your duties and conduct yourself conscientiously, with integrity and honesty, and in the best interests of Go1. Your actions at work and in your personal time should therefore not conflict with your responsibilities and obligations to Go1 or compromise, or appear to compromise, the quality or commitment to your work, or your ability to make impartial business decisions regarding Go1. Further details are provided in our Employee Conflict of Interest Policy.

Relationships with Communities and Governments

Communities

Go1 is connected to a wide range of international communities through our employees, contractors, customers, suppliers, partners, users, governments, and other community groups. Our long-term success is reliant on our ability to develop and maintain our relationships by working collaboratively and transparently with these host communities in a way that respects cultural diversity and considers community perspectives related to our operations.

If your role involves business dealings with other countries, you are expected to be aware of, and understand, the cultural norms, laws, and customs of those countries and ensure your behaviour positively represents Go1 and our values.

Governments

We respect the authority of governments wherever we operate and seek to maintain honest and open relationships with governments, their agencies, and their officials. Go1 will always comply with applicable law..

You must comply with the laws and regulations in all applicable jurisdictions. If you are providing government bodies with information on behalf of Go1, you must ensure that it is accurate and appropriate for the purpose it is provided. If you learn about a government investigation or inquiry, you are expected to immediately inform the General Counsel.

Outside Employment

Our employees are generally precluded from working for, or having an interest in any organisation or activity that involves a supplier, competitor, or customer of Go1, or any organisation affiliated with such businesses.

Paid employment of any kind outside of Go1 (including self-employment, consulting, contracting, or any other income generating activity) by full-time Go1 employees must be disclosed to, and approved by, a member of the Go1 Executive Team in writing. In the disclosure, the following details must be provided:

• The name of the employer;
• The business activities of the employer;
• The hours of work; and
• The position and nature of the work.

Go1 reserves the right to deny a request, withdraw an approval, or ask an employee to cease association with work activities outside of their Go1 employment. In making its decision, Go1 will have primary regard for workplace health and safety, and the business interests of the business. Further details are provided in our Employee Conflict of Interest Policy.

Outside Directorships

Service on any board of directors of any for-profit, publicly traded company is presumed to be a conflict of interest which must be declared and approved by the Board of Directors of Apiom Inc. Similarly, service on any board of directors for a private company that provides any compensation (such as cash or equity) for board service is presumed to be a conflict of interest which must be declared and approved by the General Counsel.

Employees wishing to occupy directorships within their family company or partnerships do not need approval, provided that the company is not a customer or supplier of Go1.

Gifts, Entertainment and Hospitality

You must exercise the utmost care when offered gifts, hospitality, or entertainment to ensure relevant laws are followed and to protect your reputation and that of Go1 against allegations of improper behaviour. As a general principle, gifts, entertainment, and hospitality should only be accepted if they are occasional, of modest value, and in accordance with this Code, the Employee Conflict of Interest Policy, and our Anti-Bribery and Anti-Corruption Policy. You are expected to use your judgment in determining whether something is occasional or modest, however generally the higher the monetary value, the greater level of transparency that is required.

You must not solicit gifts, hospitality, or entertainment of any kind from a supplier, customer, partner, or other party with whom Go1 conducts business. Offers of sponsored travel will be rejected in most cases, regardless of whether you are on leave when it occurs (redeeming frequent flyer points does not fall into this category). If you have a valid business purpose to attend an event or function, travel and/or accommodation costs will be paid by Go1. Where practical alternative means of travel or attendance at Go1’s expense is not available, the matter should be referred to a senior executive for consideration.

Donation and Sponsorships

Any donations to, or sponsorships of, any cause or charity on behalf of Go1 must be approved by a Chief Executive Officer, and in certain circumstances, the Board of directors. Charitable donations and sponsorships are limited to approved causes to registered entities and must not create adverse reputational risks.

Whistleblower Policy

In support of our Code of Conduct, we encourage the reporting of wrongdoing that may result in financial, or non-financial, loss to Go1, or damage to our reputation, or harm to others. Please consult our Whistleblower Policy and Process for further information.

Go1 does not tolerate harassment, victimisation, or discrimination of any kind towards whistleblowers or witnesses or those associating with them and will deal with such circumstances seriously and in accordance with the relevant policies.

Implementation of the Code

A range of separately published policies support this Code and will provide you with greater detail on your responsibilities, our standards, and our expectations of you. Our employees and contractors will be notified of applicable policies through Vanta. Partners and suppliers will be expected to comply with the policies provided on the terms and policies section of the Go1 website.

You must adhere to the principles and requirements contained in the Code and take reasonable steps to ensure that others conducting business on behalf of Go1 do the same. You are expected to have a detailed understanding of our policies, procedures, and other Go1 requirements that apply to your work with, or on behalf of, the company. Importantly, Go1’s Code, policies and procedures are not exhaustive and do not remove the need for you to exercise good judgment and act with honesty, integrity, and within the law.

The consequences of not adhering to this Code, our policies and procures, may include termination of your employment or business relationship with Go1.

If you are ever in doubt about any part of this Code, or any Go1 policies or procedures, including the way they affect you or how they should be applied to a particular decision or situation, please do not hesitate to contact governance@go1.com for assistance.

For a copy of the Corporate Code of Conduct, please send a request to Legal@go1.com”