INTRODUCTION
Travelport Technology Limited (together with its subsidiaries and affiliates, “Travelport”) is committed to the highest standards of compliant and ethical conduct in its business dealings. All business partners, which include customers, suppliers and third-parties that provide services to Travelport must behave in a manner that does not damage Travelport’s reputation. This Business Partner Conduct and Ethics Policy (“Policy”) describes how Travelport expects its business partners to behave and, as such, represents the standards that Travelport’s business partners must observe.
The Policy applies to all companies doing business with Travelport, referred to in this document as “business partners.”
This Policy is designed to assist Travelport’s business partners, acting through their employees, officers, and directors, in conducting their daily activities ethically and legally as an integral part of doing business with Travelport.
This Policy is not intended to cover every situation that might arise, nor will it take account of every legal requirement, but is intended to help business partners make the right decisions and ask the right questions.
It is the responsibility of all business partners to know, understand, and comply with this Policy, subject to applicable law.
A failure to comply with this Policy may result in Travelport terminating its business relationship with a business partner, among other consequences.
If an actual or potential violation of any law, regulation, or provision of this Policy is identified, or to request assistance with compliance and business ethics matters relating to Travelport, contact complianceandethics@travelport.com.
WORKPLACE AND ENVIRONMENT
Equal employment opportunity: Business partners are expected to foster a work environment in which all individuals are treated with respect and dignity.
Fair Wages and Gender Pay Gap: Business partners are expected to provide wages and benefits in compliance with local laws. Travelport expects its business partners at a minimum to comply with Gender Pay Gap regulations, where required by local law.
Harassment and bullying free workplace: Travelport expects its business partners to commit to providing a workplace that is free of harassment, bullying and other unlawful conduct.
Substance abuse: Travelport is committed to maintaining a safe and healthy work environment free of substance abuse and expects its business partners to adhere to the same high standards.
Workplace violence: Business partners are expected to provide a workplace that is free of violent and abusive behavior, in compliance with applicable law.
Environment: Travelport recognizes that environmental responsibility is integral to providing a world-class travel platform. Business partners must comply with all applicable environmental laws. Business partners will provide evidence to Travelport upon request of how the business partner prevents or mitigates any adverse environmental impact in its business activities. In addition:
Resource Efficiency and Clean Energy: Throughout their operations, business partners will work to reduce consumption of resources, including raw materials, energy, and water. Business partners will strive to track, document, and seek to minimize energy consumption and greenhouse gas emissions, and seek ways to improve energy efficiency and use cleaner sources of energy.
Waste Mitigation: Business partners will work to reduce or eliminate waste of all types. Where waste cannot be eliminated, business partners will strive to track, document, manage and comply with applicable laws and regulations in an environmentally responsible and secure way. This includes, but is not limited to, preventing illegal discharges and spills from entering storm drains, and treating as required prior to discharge or disposal of all wastewater and waste from operations, industrial processes, and sanitation facilities.
Human Rights: Travelport is committed to supporting and respecting the principles set out in internationally proclaimed human rights. Business partners shall ensure that the employment of workers adheres to all applicable laws and regulations and not tolerate child and forced or compulsory labor at any point in their supply chain.
Health and safety: Business partners shall commit to providing their employees with healthy and safe workplaces in compliance with applicable laws.
Whistleblowers: Business partners must comply with applicable whistleblowing laws and have in place a process whereby its workers may report in confidence, where permitted by local law, any alleged violation of law or regulation on the part of the business partner regarding compliance with this Policy. Such process must ensure the protection of the whistleblower by prohibiting retaliation against those who participate in such programs.
Reports of Travelport employees can be reported anonymously, where allowed by local law, to complianceandethics@travelport.com or online at Travelport’s Integrity Line.
WORKING WITH OTHERS
Antitrust and competition: All business partners are expected to carry on business in accordance with all applicable antitrust and competition laws.
Confidentiality: All business partners must protect confidential information of Travelport in all respects. Business partner personnel must be careful not to disclose confidential Travelport personal or business information through any casual conversations or discussions in a public place.
Competitive intelligence: Where a business partner is providing competitive intelligence to Travelport, it is permissible to lawfully gather and use information gained about the activities of Travelport competitors. However, it is Travelport’s expectation that such information must only be obtained by a business partner through lawful and ethical practices.
Fair dealing: Each business partner shall deal fairly with Travelport and its customers, suppliers and commercial partners.
Conflicts of interest: Business partners shall disclose to Travelport any relationship that appears to create a conflict of interest in their business relationship with Travelport. This includes family relationships, close personal relationships, close relationships with a relevant government official(s) or politically exposed person, excessive gifts or favors or frequent lower-value gifts or favors.
External communications: Without Travelport’s prior written consent, business partners are not authorized to provide any response, whether verbal or written, to any inquiries about Travelport, its brands or its businesses including, but not limited to, media interviews, commentary to analysts, writing newspaper or magazine articles, expressing viewpoints related to competitor initiatives, forward-looking information, company strategy, proposed legislation or government regulations, social media posts, or speculation about Travelport’s financial condition, as well as any other external sources seeking information about Travelport.
Corruption and bribery: The laws of virtually all countries in which business partners operate, as well as extra-territorial laws, such as the United States’s Foreign Corrupt Practices Act and the United Kingdom Bribery Act, prohibit bribes to governments and other officials (such as political candidates, political parties and their officials, employees of government-owned business, United Nations officials and individuals, etc.). Business partners shall ensure that all Travelport invoices raised are for legitimate business purposes only. Under no circumstance is it acceptable for business partners to seek, offer, give, solicit or receive any form of bribe or kickback.
Marketing, advertising and promotions: Business partners shall carry out any marketing, advertising or promotional activities in a fair, truthful and ethical manner. This means ensuring that all information presented is accurate and not misleading, maintaining transparency with consumers, and adhering to all applicable laws and regulations. Additionally, partners should avoid deceptive practices, respect intellectual property rights, and promote products and services in a way that upholds the integrity and reputation of all parties involved.
Know your counterparty: Business partners should have a know-your-counterparty program which includes conducting due diligence on the business partner’s counterparties to ensure that the counterparties are legitimate and reputable businesses and individuals.
Know your workforce: Business partners should verify the identity of their employees, contractors and other workers, including but not limited to, identity verification, right-to-work confirmation, and criminal background checks, where allowed by local law. These obligations should flow down in contracts with subcontractors.
Taxation: Travelport believes that its obligation is to pay all taxes legally due in any territory in which it has a taxable presence, in accordance with the laws and regulations set by the relevant tax authorities. Business partners should comply with relevant tax laws and regulations where the Business partner has a taxable presence and have a program to detect and prevent tax fraud or assistance with tax fraud.
PRIVACY
Privacy and personal information: In the course of its dealings with Travelport, business partners may come into possession of personal data relating to Travelport employees, customers, vendors or service providers. Business partners must comply with all applicable privacy and data protection laws in handling personal data and must at all times comply with the contractual commitments they have made to Travelport with respect to personal data and data protection.
The following core principles should be followed as a minimum. Business partners must ensure access to Travelport personal data is restricted and protected from discovery by unauthorized parties through appropriate security measures, which may include encryption or similar encoding processes for personal data captured in electronic form. Personal data must not be disclosed by a business partner without Travelport’s prior written consent. Business partners are not permitted to store Travelport personal data on laptops, mobile drives or the hard drive of their computers, or leave Travelport personal data available in and around their workstations, but instead should access and store it via secure methods. Personal data should only be kept by business partners for as long as is necessary for the purposes for which the data was originally obtained.
In the event such personal data is inadvertently disclosed, the business partner must immediately notify Travelport.
INSIDER TRADING AND NON-PUBLIC INFORMATION
Business partner personnel may, in the course of performing their duties, come into possession of “material non-public information” about Travelport or other companies with whom Travelport does business. Buying or selling securities based on such information is referred to as “insider trading” and can result in substantial fines and imprisonment.
It is illegal for business partners and their personnel to directly or indirectly buy or sell stocks (shares) or bonds based on material non-public information or to discuss such information with others who might buy or sell such securities, including shares or bonds.
Money laundering or illicit financing: Business partners shall implement appropriate internal procedures to actively guard against possible money laundering or illicit financing activity.
Sanctions and Exports/Imports: Business partners must observe and comply with the laws and regulations governing activities in the various regions and countries where Travelport conducts business. Those laws include, but are not limited to, sanction regulations implemented by the US, EU, UK and United Nations.
Intellectual property of Travelport: Travelport is committed to protecting its brands and other intellectual property. This means that all business partners shall safeguard the intellectual property of Travelport, such as trademarks, service marks, patents, copyrights, and trade secrets. All such information, products and inventions, whether or not they are subject to a copyright, patent, trade secret or other rights, are the sole property of Travelport.
Intellectual property of others: Business partners shall not reproduce, distribute or alter copyrighted materials without permission of the copyright owner or its authorized agents. Software used in connection with Travelport business must be properly licensed and used only in accordance with that license. Using unlicensed software could constitute copyright infringement. The unauthorized reproduction, distribution or use of copyrighted materials, including software, can result in severe civil and criminal penalties and is strictly prohibited.
Use of information assets: Travelport information assets are to be used by a business partner solely in accordance with the terms of the business relationship with Travelport.
Business partners may not use, whether inadvertently or intentionally, Travelport information, technology or communication systems to:
- Allow others to gain unauthorized access to Travelport’s information technology or communication systems through the use of a password, other security codes or other means.
- Access files, data, or systems to which express authorization from the owner, whether Travelport or another company, has not been obtained.
- Remove, install or modify any Travelport-installed software or programs without authorization.
- Send copyrighted documents not authorized for reproduction.
- Attempt to circumvent or subvert system or network security measures.
- View network traffic for any reason (unless required by the business partner’s relationship with Travelport).
- Send or promote the distribution of unsolicited and unnecessary “junk mail” (e.g., chain letters, advertisements or other communications that represent a waste of time or computer resources for Travelport or others).
- Access the internet for inappropriate use such as pornography or personal entertainment.
- Send harassing, threatening, discriminatory or obscene messages.
- Engage in any non-Travelport-related business activity such as personal projects or running a side business.
- Engage in illegal activity or any other activity contrary to Travelport policy.
COMPANY BUSINESS INFORMATION AND RECORDS
Confidential and proprietary information: All Travelport confidential and proprietary information, products and inventions, whether or not they are subject to a copyright, patent, trade secret or other rights, are the sole property of Travelport. The business partner shall ensure that its personnel shall not disclose Travelport confidential information to any third-party, including business colleagues, friends or family members, except for reasons strictly related to the performance of their authorized duties for Travelport, and should share such information only with other business partner employees who have a “need to know” or as permitted by applicable law.
Confidential information includes, but is not limited to:
- Proposed or advance product plans.
- Projected earnings or financial information, important management or organizational changes, information about mergers or acquisitions and any other information related to the foregoing.
- Product or service design and development or training.
- Computer software and systems developed by, or for, unique to, Travelport’s business.
- Client lists (including phone numbers, addresses and email addresses) or client contact information.
- Personal, financial or compensation information pertaining to any employee of Travelport.
- Advertising or marketing plans, cost structures, pricing plans and strategies.
Business partners and their personnel are responsible and accountable for safeguarding Travelport documents and information to which they have direct or indirect access as a result of the business partner’s relationship with Travelport. This duty includes the responsibility to protect sensitive or confidential Travelport documents from unwanted disclosure.
Audits and Inspections:
Travelport reserves the right to audit business partners in order to monitor compliance with this Policy. Verification of compliance is subject to audits by Travelport or a third-party designated by or otherwise acceptable to Travelport.