Anti-Corruption Policy

Introduction

VTEX (“VTEX” or the “Company”) is committed to conducting its business by keeping the highest legal and ethical standards and expects all employees and other persons acting on its behalf to uphold this commitment. As such, the Company has adopted this Anti-Corruption Policy (the „Anti-Corruption Policy”), which is applicable to all directors, officers, employees, agents, representatives, consultants, advisors, distributors supplier, contractors or other third parties acting on behalf of the Company (collectively „Company Personnel”).

This Anti-Corruption Policy and the internal controls herein have been designed to prevent bribery from occurring, avoid the appearance of wrongdoing and enable the Company to respond promptly and effectively to any inquiries about its conduct. Company employees who violate this Anti-Corruption Policy may be subject to disciplinary action, up to and including dismissal from the Company, in accordance with the applicable legal provision. The consequences for violating Anti-Corruption Laws can be severe, including significant fines, imprisonment and reputational damage.

Our Anti-Corruption Policy

Company Personnel and Third Parties must conduct their activities in full compliance with this Anti­Corruption Policy, the laws of the European Union and all applicable anti-corruption laws, including the regulations of each Member State, the Spanish Criminal Code, the UK Bribery Act and the United States Foreign Corrupt Practices Act („FCPA”).

VTEX has zero tolerance against corruption. All Company Personnel and Third Parties, are prohibited from offering, promising or giving anything of value to another person (whether directly or indirectly) with the intention to induce any person to do (or reward them for doing) something that is dishonest, illegal, improper or or a breach of trust.

You also may not request, agree to receive, or accept a bribe or any other thing of value that is intended to influence any decision-making process.
Bribes can take many forms. In addition to money, bribes may be anything of value, including gifts, meals, travel, entertainment, job opportunities and internships, charitable or political contributions, free services, forgiveness of a debt or a loan, stocks and loans with preferable conditions, or personal favors.

Public Agents

All interactions with public agents must comply with this Anti-Corruption Policy and all other VTEX policies, as well as with all applicable laws, rules, and regulations. A public agent is any person who holds a legislative, administrative or judicial position of any kind, whether appointed or elected, of any country or territory; or provides services to or holds any kind of position with a government, whether federal, state or municipal, regardless of whether they are directly or indirectly related to the Executive, Judicial or Legislative branches of government. For purposes of this Policy, “public agents” include, but are not limited to:

  • Officers or employees of national, federal, regional, local, or other government departments or agencies.
  • Officer or employees of state-owned or state-controlled entities.
  • Heads of state or anyone who exercises governmental authority.
  • Politicians, political party officials, and candidates for political office.
  • Employees of regulatory agencies and mixed capital societies or public listed companies.
  • Officers and employees of public international organizations.

Red Flags for Corruption

Red flags are circumstances that suggest that there may be illegal or improper conduct.  Be aware of and recognize “red flags” or indications that a transaction may not be what it seems. If you suspect of a red flag or just aren’t sure, consult your leader or the Compliance Team.

  • You are doing business in a country that has a reputation for corruption.
  • A third party asks that payment be made in a different country, to another party or in
  • A Public Agent designates a specific third party as our agent to help close a transaction.
  • A third party has a questionable reputation or is linked to a Public Agent.
  • A Public Agent demands a payment to avoid a fine or
  • A third party has a close relationship with a Public Agent, through family or business.
  • A Public Agent asks for a charitable or political contribution or requests a specific

Third Parties

VTEX values and respects its suppliers, service providers, business partners, and customers, as our success depends on these successful relationships and on mutually beneficial and long-term partnerships. Thus, it is every employee’s obligation to value and respect our partners, suppliers and customers. Receiving amenities, gifts, gratuities, discounts on personal transactions, travel or event invitations given by the customer, partner or supplier may lead to de facto or apparent conflicts of interest and increase the risk of serious bribery and corruption issues. To avoid such issues, employees should be aware of some appropriate restrictions regarding the offer and receipt of the above mentioned.

You and the Company may be held liable if a third party participates in conduct involving corruption and bribery. You must monitor the activities of third parties and not tolerate or indirectly condone any business practice that involves corruption or bribery.

Before engaging a Third Party, you must conduct due diligence and investigate the Third Party’s business, background, reputation, and links to Public Agents to identify any red flags or potential conflicts of interest. Results of this inquiry must be documented and may require that the Company conduct enhanced due diligence prior to engaging the third party.

The Company must put in place an appropriate contract that meets VTEX standards and/or complies with any other requirement set by the Company. At a minimum, the contract should include a provision requiring the Third Party to comply with this Anti-Corruption Policy and all applicable anti-corruption laws and providing VTEX the right to immediately terminate the contract in case of violation, subject to applicable law. As necessary, the contract should also grant the Company the right to audit the books and records of the third party, and include additional anti-corruption provisions to address due diligence findings.

Gifts, Hospitality, Meals and Entertainment

Gifts, hospitality, meals and entertainment may not be used to exert improper influence over any person or to secure any improper advantage for the Company, or to improperly reward the person or organization for past conduct.

Giving or receiving amenities, gifts, gratuities, discounts on personal transactions, travel or event invitations given to/by the customer, partner or supplier may lead to de facto or apparent conflicts of interest and increase the risk of serious bribery and corruption issues. To avoid such issues, employees should be aware of some appropriate restrictions regarding the offer and receipt of the above mentioned.

  • Always treat customers, suppliers, and consumers with fairness, honesty, and respect.
  • Do not give/accept gifts, favors, loans, special services, payments, or special treatment from any person or organization related to VTEX’s business or activities. Exceptions to this rule are corporate gifts that have a symbolic value of up to £25.
  • Do not give or accept any gift or other thing of value to a public agent unless you first obtain written approval from the Compliance Team.
  • Record, document, and inform the Compliance Team about any gift exceeding £50 in value that is offered or received to/from business partners.
  • The total value of gifts, meals, travel, and entertainment provided to any one person per occasion should not exceed £50. Anything above this threshold is not permitted unless you first obtain written approval from the Compliance Team.
  • The total value of gifts, meals, and entertainment provided to an individual should not exceed £200 in a calendar year. Anything above this threshold is not permitted unless you first obtain written approval from the Compliance Team.

Charitable Donations and Sponsorship

Our contributions and donations must always be pre-approved and documented and may only be made to legitimate charities or charitable reasons.

All requests for contributions or donations on behalf of VTEX or any group company must be made in writing and be pre-approved by the Compliance Team. The request must detail the purpose of the charitable organization and the business rationale for the charitable donation or sponsorship and identify any known links between the charitable organization and any public agent.

VTEX prohibits any contributions or donations made in exchange for improper favor or advantage, or to influence the decision of Public Agents, directly or indirectly, even if the favored entity is a charity.

Political Contributions

VTEX has an exempt (neutral) attitude towards politics. Company Personnel are prohibited from campaigning for any political party and/or candidate and from using any resources of the Company such as Company time, funds, facilities, or services.

We respect the free union association of employees, in addition to their political activities; however, we expect our employees to:

  • Never engage in political activities on VTEX premises.
  • Never use the VTEX image for political activities.

Conflicts of Interest

When you feel torn between your commitment to the Company and other personal, professional, family or financial interests, this is known as a conflict of interest.

Conflicts of interest may occur when your interests or activities affect your ability to make objective decisions for VTEX.

Understand the different situations that can lead to a conflict of interest:

  • Working with or hiring relatives or close friends.
  • Having a close or romantic relationship with another employee where you have the power to influence decisions concerning their salary, performance appraisal or promotion.
  • Being a member of management of other organizations with the same business as VTEX.
  • Performing outside activities.
  • Having investments or business in other companies, either as a service provider or as a supplier, that may influence your decisions.
  • Influencing or approving the hiring of suppliers, service providers, business partners or other Third Parties.
  • Favoring relatives and close persons in employment relationships, when hiring suppliers and service providers or in any other VTEX contractual relations is prohibited.

It is essential that employees always act transparently and communicate any potential conflicts of interest to the Compliance Team or the Ethics Channel.

You must not misuse VTEX’s resources, influence, or engage in acts that may damage its reputation or good name, for personal gain or favor.
Activities performed by employees outside their working hours and unrelated to their official company duties should always be lawful and free from conflict with their responsibilities as VTEX employees, avoiding conflict of interest.

Company Personnel must inform VTEX of any kind of family relationship involving suppliers, partners, or customers.

Facilitation Payments

VTEX prohibits “facilitation payments,” which are small payments made to a Public Agent for his or her personal benefit in order to obtain or speed up a routine government action, such as obtaining a visa more quickly than usual. Facilitation payments do not include legitimate payments to government agencies or institutions, such as governmentally required licenses, permit fees, or other government fees according to a published schedule.

Books and Records and Internal Controls

We are committed to maintaining VTEX’s books and records with the highest level of accuracy, completeness and integrity. We rely on this information to make smart and timely business decisions. All employees generate records as part of their regular tasks: by filing expense reports, writing contracts and proposals, or sending emails, for example. It is crucial to keep its books, records, and accounts in a manner that accurately reflects its transactions. Anti-corruption laws require keeping books, accounts and financial records that accurately and fairly reflect transactions. 

  • Keep accounting books and records so that you can understand, with enough detail, the transactions that correspond to each expense or asset disposition.
  • Under no circumstances alter or obscure accounting data or provide or record false or incorrect information in VTEX’s books and records.
  • Perform expenses only after authorization by the competent manager, upon appropriate proof, reports, and controls.
  • Protect and store all documents for the time required by law.
  • Refuse and do not provide false or incomplete documents.

Seeking Advice and Reporting Potential Violations

Each of us has a responsibility to report to the Compliance Team the facts or circumstances that may be characterized as a violation of the law, or our policies. If you have questions regarding the Anti-Corruption Policy or other VTEX policy, or if you need help or wish to raise a concern, you should communicate that to our Compliance Team or you can use the Ethics Channel, which is safe, confidential, and which protects against retaliation.

VTEX has zero tolerance for any form of retaliation, including intimidation, exclusion, humiliation or other forms of harassing employees who, in good faith, report misconduct or express concern about a particular practice or decision.