APPLICABILITY

Vital Images and its affiliated companies are committed to integrity and quality; and expect the highest standards from those entities with whom we work.  To ensure that such high standards are maintained, this Partner Code of Conduct (“Code”) sets forth the requirements and expectations for the conduct of all partners, including but not limited to, suppliers, resellers, distributors, developers, vendors, contractors, sub-contractors, agents, joint venture partners, or other applicable parties (“Partners”).  The Code sets forth, without limitation, certain business, legal and ethical expectations for key areas of responsibility.  All Partners are expected to adhere to the provisions herein.

LEGAL COMPLIANCE AND BUSINESS INTEGRITY

Ethical Business Conduct

Vital Images expects its Partners to adhere to the highest standards of moral and ethical conduct, to respect local laws and not engage in any form of corrupt practices.  Partners must adhere to all applicable laws and regulations in the countries and jurisdictions in which they are subject to or operate.

  • Partners must comply with all anti-trust and anti-competition laws and international trade regulations.
  • Partners must comply with international anti-bribery standards as stated in the United Nations Global Compact Principle 10 and all applicable local anti-corruption and bribery laws, including without limitation the U.S. Foreign Corrupt Practices Act (“FCPA”) and the U.K. Bribery Act 2010.
  • Partners must not directly or indirectly give or receive improper business advantage via the giving or receiving of anything of value in exchange for preferential treatment (which may include making payments to foreign government officials to assist in obtaining or retaining business) and must maintain and enforce adequate procedures to ensure employee compliance.
  • Partners must not engage in, and must take reasonable steps to ensure their employees do not engage in extortion, fraud, falsification of documents, embezzlement, corruption, collusive bidding, price fixing, price discrimination, unfair trade practices or other illegal or improper activities (OECD Guidelines for Multinational Enterprises).
  • Partners must ensure compliance with all relevant import and export laws, rules and regulations governing the import or export of parts, products, components, technical information or data and to refrain from conducting business with any person or entity on an excluded list maintained by a relevant government agency or organization.

Conflicts of Interest

  • Partners are expected to avoid all conflicts of interest or situations giving the appearance of a conflict of interest. Partners are expected to provide notification to all affected parties in the event of an actual or potential conflict of interest.

Data Protection and Confidential Information

  • Partners will take appropriate steps to protect confidential and proprietary information, Intellectual Property, and data belonging to Vital Images, and ensure such it is not disclosed or used for any purpose not authorized by Vital Images.
  • Partners will ensure compliance with all relevant laws, rules and regulations related to the protection, transfer, access and storage of personnel, sensitive or otherwise protected information, including without limitation the Health Insurance Portability and Accountability Act (HIPAA) and the General Data Protection Regulation (GDPR)(Regulation (EU) 2016/679). Partner will further ensure that appropriate electronic, administrative, physical and technical controls are provided for data privacy and security including, without limitation, those applicable standards set out in the GDPR.

HUMAN RIGHTS AND FAIR LABOR

Child Labor

Vital Images is committed to the elimination of the “worst forms of child labor,” as defined by International Labor Organization (ILO) Convention 138 & 182, from its supply chain. We expect our partners to support and participate in industry efforts aimed at the elimination of such practices wherever they exist in the supply chain.

  • Children should not be kept from school to work.
  • Children should not carry heavy loads that harm their physical development.
  • Children should not be present on the farm while farm chemicals are applied.
  • Young children, generally considered to be under 14 years of age, should not use sharp implements.
  • Trafficking of children or forcing children to work are included among the Worst Forms of Child Labor (WFCL).

Forced/Prison Labor

Partners must not utilize or benefit in any way from forced or compulsory labor, including slave labor, nor utilize factories or subcontractors that force unpaid labor. The use of official prison rehabilitation programs is not a breach of the Code.

  • Partners must not utilize or benefit in any way from forced or compulsory labor, including any form of slavery.
  • The recruitment, transportation, transfer, harboring or receipt of persons, by means of the threat or use of force, coercion or other means, for the purpose of exploiting them is prohibited.

Anti-Slavery / Human Trafficking

Partners must adhere to, and be able to certify compliance with, regulations prohibiting slavery or human trafficking and comply with all applicable local laws in the country or countries which they operate. Partners must refrain from violating the rights of others and address any adverse human rights impacts of their operations.

Working Hours and Wages

Partners should provide wages at least equal to the applicable legal minimum wage and any associated statutory benefits. If there is no legal minimum wage, partners must ensure that wages are at least comparable to those at similar companies in the local area or to prevailing industry norms. Working hours should reflect applicable legal norms and overtime hours should be paid at the legally mandated premium or at least at the same rate as regular hours worked if there is no mandated premium.

  • Partners must comply with applicable laws regarding working and overtime hours.
  • Regularly, except for operational circumstances, partners should provide employees with at least one day off following six consecutive work-days.
  • Total working hours must be within allowable limit under applicable law or agreement.
  • Partners must comply with legal minimum wage laws and regulations, and overtime hours must be paid at the legally mandated premium.
  • Accurate written records of employees’ regular and overtime hours should be maintained.

Freedom of Association

Partners should respect employees’ right to freedom of association including the right to collectively bargain, consistent with local laws and ensure that all employee relationships are of a voluntary nature.

  • Respect employees’ right to freedom of association (including the right to collectively bargain).
  • Partners should provide confidential channels for employees to raise grievances, and records should be maintained.

Non-Discrimination

Hiring and employment decisions, including those relating to compensation, benefits, promotion, training and development, discipline, and termination, should be made solely on the basis of the skill, ability, and the performance of workers. Discrimination is not permitted on the basis of race, religion, gender, political opinion, national extraction, or social origin. (International Labor Organization Conventions 100 and 111) In addition, unfair treatment of pregnant employees is prohibited.

Health and Safety

The Partner must provide employees with a safe and healthy working environment for all employees that includes appropriate controls, safety procedures, preventative maintenance, and protective equipment. Practices must comply with all relevant local and national laws, codes and regulations.

  • Partners provide a safe and healthy workplace. Safety and Health procedures must comply with all relevant local and national laws, codes and regulations.
  • Records of health and safety trainings, accidents and injuries at the workplace, should be maintained.
  • Partners must train employees on emergency evacuation procedures.
  • If applicable, partners must ensure dormitories are clean, well maintained, and in compliance with safety regulations.

SOCIAL AND ENVIRONMENTAL PRACTICES

Environment and Sustainability

Environmental impact is a key part of Vital Images’ business practices and the company is committed to supporting sustainable operational and agricultural production practices, such as the Food and Agriculture Organization (FAO) of the United Nations – Good Agricultural Practices (GAP) initiative. At a minimum, partners must fully comply with all local environmental laws and regulations and should strive to conduct their operations in a way that conserves natural resources.

Pollution Prevention and Resource Reduction

Partners should reduce waste and usage of all types by implementing appropriate conservation measures in their operations. Improvement plans for waste reduction, recycling, energy conservation and greenhouse gas mitigation policies should be in place, along with demonstrable evidence of implementation.

VERIFICATION AND COMPLIANCE

Partners should have adequate monitoring and record keeping systems to ensure compliance with the Code. Vital Images reserves the right to monitor, review and verify compliance with the Code.  In case of Non-Compliance, corrective actions will be set forth, in order to comply with laws and regulations. Vital Images reserves the right to terminate its business relationship with a Partner who is unwilling to comply with the Code.

AGREEMENT TO COMPLY WITH QUALITY STANDARDS

To the extent that Partner supplies a complete medical device (in one or more countries) that is integrated into a Vital Image’s product and/or is resold separately as part of (or along with) a Vital Images product requiring compliance with applicable regulations, Partner acknowledges its acceptance of, and commitment to comply with, all current applicable Quality Standards for 3rd party suppliers as set forth by Vital Images at http://www.vitalimages.com/quality-regulatory-requirements/.

To the extent that Partner agrees and acknowledges that Reseller is a Distributor [and/or Importer] as defined in Reseller Agreement requiring compliance with applicable regulations, Partner acknowledges its acceptance of, and commitment to comply with, all current applicable Quality Standards as set forth by Vital Images at https://www.vitalimages.com/quality-regulatory-requirements-importers-distributors-resellers

 

PARTNER’S CERTIFICATION OF COMPLIANCE

By its acceptance of any purchase order from Vital Images or by performing under any relevant contract with Vital Images, the Partner acknowledges its acceptance of the current Code and intention to comply with its requirements.

 

If you have additional questions about this Partner Code of Conduct, please contact Vital Images’ Compliance Officer at Legal@vitalimages.com.