Feedzai Code of Business Conduct and Ethics

Introduction

Purpose

This Code of Business Conduct and Ethics (the “Code”) contains general guidelines for how Feedzai – Consultadoria e Inovação Tecnológica, S.A. and all its group companies (“Feedzai” or “we”) conduct its business, consistent with the highest standards of business ethics. To the extent this Code requires a higher standard than required by commercial practice or applicable laws, rules or regulations, Feedzai adheres to these higher standards.

This Code applies to all of our directors, officers, employees and other associated persons of the Feedzai (such as contractors). We refer to them collectively as “Feedzaians” unless the context otherwise requires.

Seeking Help and Information

This Code is not intended to be a comprehensive rulebook and cannot address every situation that you may face. If you feel uncomfortable about a situation or have any doubts about whether it is consistent with Feedzai’s ethical standards, feel free to contact the Compliance team at compliance@feedzai.com for any questions.

Feedzai has also established an ethics hotline (“Feedzai Hotline”) that is available 24 hours a day, 7 days a week, here. If allowed in your country, you may remain anonymous and will not be required to reveal your identity, although providing your identity may assist Feedzai in addressing your reports.

Reporting Violations of the Code

All Feedzaians have a duty to report any known or suspected violation of this Code, including violations of the laws, rules, regulations or policies that apply to Feedzai. If you know of or suspect a violation of this Code, please report it through Feedzai Hotline. Feedzai’s whistleblowing officers will investigate your concern. All reports will be handled sensitively and with discretion.

It is Feedzai policy that any employee or director who violates this Code will be subject to appropriate discipline and company sanctions.

Policy Against Retaliation

Feedzai prohibits retaliation against Feedzaians who, in good faith, seek help or report known or suspected violations. Any reprisal or retaliation against a Feedzaian because they sought help or filed a report will be subject to disciplinary action.

Conflicts of Interest

Identifying Potential Conflicts of Interest

Feedzaians must act in the best interests of Feedzai and they are expected to devote their best efforts and attention to the full-time performance of their jobs, to use good judgment, and to adhere to high ethical standards. As such, you must refrain from engaging in any activity or having a personal interest that presents a “conflict of interest” and should seek to avoid even the appearance of a conflict of interest.

A conflict of interest exists when the employee’s loyalties or actions are divided between Feedzai’s interests and those of another, such as a competitor, supplier, customer or other employer or with a personal interest. In other words, a conflict of interest can arise whenever you take action or have an interest that prevents you from performing Feedzai responsibilities honestly, objectively and effectively.

Identifying potential conflicts of interest may not always be clear-cut. The following situations might reasonably be expected to give rise to a conflict of interest and should be identified to, and addressed by, the Compliance Team:

• Outside Employment. A Feedzaian being employed by, serving as a director of, or providing any services to a company that they know or suspect is a customer, a supplier or a competitor of Feedzai (other than services to be provided as part of their job responsibilities for Feedzai). Preparing to or engaging in self-employment in competition with Feedzai.
• Improper Personal Benefits. A Feedzaian obtaining any material (as to him/her/their) personal benefits or favors because of his/her/their position with Feedzai. For example:
  • Accepting substantial gifts, entertainment, loans, compensation, concessions or benefits from, or providing them to, an actual or potential competitor, supplier or customer. Please see “Gifts and Entertainment” below for additional guidelines in this area.
  • Acquiring any interest in property or assets of any kind for the purpose of selling or leasing it to Feedzai;
    Disclosing or using proprietary or confidential Company information for personal gain or to Feedzai’s detriment;
  • Using employees, material, equipment or other assets of Feedzai for personal use;
  • Buying and/or selling of commodities for a personal account by any employee whose job it is to buy, use or sell such commodities for Feedzai.
• Actions of Family Members. The actions of family members outside the workplace may also give rise to the conflicts of interest described above because they may influence a Feedzaian’s objectivity in making decisions on behalf of Feedzai. For purposes of this Code, “family members” include your spouse or life-partner, brothers, sisters, parents, in-laws and children whether such relationships are by blood or adoption.

Disclosure of Conflicts of Interest

Feedzai requires that Feedzaians disclose any situation that reasonably would be expected to give rise to a conflict of interest.

Both the fact and the appearance of a conflict of interest should be avoided.  Feedzaians unsure as to whether a certain transaction, activity, or relationship constitutes a conflict of interest should contact the Compliance Team.

If you suspect that you have a situation that could give rise to a conflict of interest, or something that others could reasonably perceive as a conflict of interest, you must report it in writing to the Compliance team. The Compliance Team will work with you to determine whether you have a conflict of interest and, if so, how best to address it.

Confidential Information

Feedzaians may have access to a variety of confidential information regarding Feedzai. In summary, confidential information includes all non-public information, some of it might be of use to competitors, or, if disclosed, turn out harmful to Feedzai or its collaborators, customers or suppliers. Such confidential information and trade secrets include, but are not limited to, the following examples:

• business plans for additional services which might be offered and for expansion of market share;
• methods, algorithms, or processes, both existing and in development for dealing with financial crime (e.g. fraud, money laundering, risk management and compliance reporting);
• computer programs and codes, including without limitation, software developed and being developed for fraud detection and anti-money laundering application;
• customer information, including without limitation, information utilized in determining deployment methods, customized features, compliance and costs;
• information about prospective customers, including without limitation, demonstration modeling and customized demonstrations prepared for different potential clients’ specific business needs;
• information about customers of Feedzai’s customers, including without limitation, identification of such customers and their private financial information in regard to depositors to retail banks, acquirers and merchant customers;
• customer and prospective customer lists, developed by Feedzai’s research and/or through private contacts or other private sources;
• information about suppliers and lists of suppliers, contact information of suppliers, purchase history, customization information, sales prices and discounts;
• financial information concerning Feedzai assets, capitalization (including amounts sources), gross and net income, expenses according to type of expense, profits and losses, and accounting methods;
• investor and prospective investor information, developed by Feedzai’s research and/or through private contacts or other private sources;
• marketing strategies, including without limitation, marketing research, proposals, contacts, vendors, contracts, marketing costs and expenses (both proposed and incurred);
• new materials research, including without limitation, methods and programs to identify newly developed and/or newly detected money laundering patterns;
• patent applications, submissions and patentable information, including without limitation, those relating to anti-money laundering and fraud detection;
• pending projects and proposals, including without limitation, research, development and marketing for fraud detection and anti-money laundering;
• proprietary production processes;
• research and development strategies, including without limitation, for fraud detection and anti-money laundering programs, processes and compliance;
• technological data, including without limitation, a resource library, ebooks, infographic, webinars, reports and case studies developed for existing clients or as marketing materials for targeted potential clients;
• technological prototypes, including without limitation, research, development and marketing of such prototypes for fraud detection and anti-money laundering; and
• any other formula, pattern, compilation, program, device, method, technique or process that: (1) derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use; and (2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

Feedzaians have a duty to safeguard all confidential information of Feedzai or of third parties with which Feedzai conducts business, except when disclosure is authorized or legally mandated. Additionally, Feedzaians should take appropriate precautions to ensure that confidential or sensitive business information is not communicated within Feedzai except to Feedzaians who have a need to know such information to perform their responsibilities for Feedzai. A Feedzaian’s obligation to protect confidential information continues after he/she/they leaves Feedzai. Unauthorized disclosure of confidential information could cause competitive harm to Feedzai, customers or suppliers and could result in legal liability to you and Feedzai.

Feedzaians must undertake all actions aimed at ensuring and maintaining the protection and security of all confidential information related to Feedzai. If any Feedzaian is aware of a leak of confidential information to an unauthorized third party or the public domain, they must inform the Compliance team immediately.

Any questions or concerns regarding whether disclosure of Feedzai information is legally mandated should be promptly referred to the Compliance team.

Competition and Fair Dealing

Feedzai strives to outperform its competition fairly, honestly and in compliance with all applicable laws and regulations.

All Feedzaians should endeavor to deal fairly and honestly with fellow Feedzaians and with Feedzai’s licensors, partners, customers, suppliers and competitors. Feedzaians should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing or unethical practice. It is the obligation of every Feedzaian to conduct business and act in a manner that avoids ethical or legal impropriety or the appearance of ethical or legal impropriety.

Feedzaians should maintain and protect any intellectual property licensed from licensors with the same care as they employ with regard to Feedzai-developed intellectual property. Feedzaians should also handle the nonpublic information of our licensors, partners, suppliers and customers responsibly and in accordance with our agreements with them, including information regarding their technology and product pipelines.

Gifts and Entertainment

Giving and receiving gifts is a common business practice. Appropriate business gifts and entertainment are welcome courtesies designed to build relationships and understanding among business partners. Gifts and entertainment, however, should not compromise, or appear to compromise, your ability to make objective and fair business decisions. Please note that giving and receiving gifts is subject to Feedzai’s Anti-Corruption Policy and to a variety of laws, rules and regulations applicable to Feedzai’s operations.  These include, without limitation, laws covering the marketing of products, bribery and kickbacks.

It is your responsibility to use good judgment in this area. As a general rule, and subject to the restrictions in this Code and in Feedzai’s Anti-Corruption Policy, you may give or receive gifts or entertainment to or from customers or suppliers only if it is infrequent, modest, intended to further legitimate business goals, in compliance with applicable law and industry codes, and provided the gift or entertainment would not be viewed as an inducement to or reward for any particular business decision. All gifts and entertainment expenses should be properly accounted for in Feedzai’s financial records. Also see “The Foreign Corrupt Practices Act” section of this Code for a more detailed discussion of our policies regarding giving or receiving gifts related to business transactions in different countries.

You should make every effort to refuse or return a gift that is beyond these permissible guidelines. If it would be inappropriate to refuse a gift or you are unable to return it, you should promptly report it to the Compliance team, who may require you to donate it to an appropriate community organization. If you have any questions about whether it is permissible to accept a gift or something else of value, contact the Compliance team for additional guidance.

Note: Gifts and entertainment may not be offered or exchanged under any circumstances to or with any employees of the Portuguese government, U.S. government or state or local governments. For a more detailed discussion of special considerations applicable to dealing with the U.S., state and local governments, see “Interactions with Governments”.

Company Records

Accurate and reliable records are crucial to our business. Our records are the basis of our earnings statements, financial reports, regulatory submissions and many other aspects of our business and guide our business decision-making and strategic planning.  Feedzai records include, for example, financial records, personnel records, records relating to our technology and product development, and all other records maintained in the ordinary course of our business.

Feedzai handles its records in accordance with its Records Management Policy. Please contact the Compliance team in case you need additional guidance.

Protection and Use of Company Assets

Feedzaians should protect Feedzai’s assets and ensure their efficient use for legitimate business purposes only, and not for any personal benefit or the personal benefit of anyone else. Theft, loss, damage, unauthorized or improper use, and waste have a direct impact on Feedzai’s financial performance. The use of Feedzai funds or assets, whether or not for personal gain, for any unlawful or improper purpose is prohibited.

On a daily basis, information about Feedzai, our customers and our business partners and other third parties, crosses through our systems. We are committed to ensuring that the information going through our systems is used properly and remains secure. We must pay close attention to how this information is used, how we secure our systems, including passwords, and work together to make sure that we use our business systems carefully. Feedzai has implemented several Security Policies in this regard. Please make sure you follow these carefully to ensure the security of our information.

Employees should be aware that Feedzai property includes all data and communications transmitted, or received to or by, or contained in Feedzai’s electronic systems. Feedzai property also includes all written communications.

In this line, you are not allowed to use Feedzai’s Information Technology (such as email, computer equipment, cloud based software, among others, as defined in the Internet and Communication Code of Conduct) for personal purposes. If you do that, you should consider that to the extent permitted by applicable laws (including all applicable privacy laws), Feedzai has the ability, and reserves the right, to monitor its use. It may also be subject to disclosure to law enforcement or government officials. In particular, Feedzai can verify the compliance with its policies through various methods, including but not limited to visual inspections, internal and external audits or any other means for security auditing and maintenance procedures. A Feedzaian found to have violated such policies might be subject to disciplinary action.

Accuracy of Financial Reports and Other Public Communications

As a company, we are subject to various laws, regulations and reporting obligations, requiring the disclosure of accurate and complete information regarding Feedzai’s business, financial condition and results of operations. Inaccurate, incomplete or untimely reporting will not be tolerated.

Feedzai’s finance department has a special responsibility to ensure that all of our financial disclosures are full, fair, accurate, timely and understandable. These Feedzaians must understand and strictly comply with international financial reporting standards, laws and regulations for accounting and financial reporting of transactions, estimates and forecasts.

Compliance with Laws and Regulations

Each Feedzaian has an obligation to comply with all laws, rules and regulations applicable to Feedzai’s operations. These include, without limitation, laws covering bribery and kickbacks, the development, testing, approval, marketing and sale of our products, copyrights, trademarks and trade secrets, information privacy, insider trading, illegal political contributions, antitrust prohibitions, foreign corrupt practices, offering or receiving gratuities, environmental hazards, employment discrimination or harassment, occupational health and safety, false or misleading financial information or misuse of corporate assets.

You are expected to understand and comply with all laws, rules and regulations that apply to your job position. If any doubt exists about whether a course of action is lawful, you should seek advice from the Compliance team.

Interactions with the Government

Conducting Business with the Government

Feedzai may conduct business with the Portuguese government, the U.S. government, state and local governments and the governments of other countries, and we are committed to conducting our business with all governments and their representatives with the highest standards of business ethics and in compliance with all applicable laws and regulations.

External Investigations, Audits and Government Inquiries

On occasion, we may be asked to participate in an audit or internal/external investigation. If this happens, it is important to cooperate fully and communicate honestly. We may also receive a request for documents or a request to meet with regulators or lawyers in connection with a legal proceeding or government investigation. If you receive such a request, you should immediately contact the Compliance team for assistance.

Compliance with Antitrust Laws

Antitrust laws of Portugal, the U.S. and other countries are designed to protect consumers and competitors against unfair business practices and to promote and preserve competition. Our policy is to compete vigorously and ethically while complying with all antitrust, monopoly, competition or cartel laws in all countries or states in which Feedzai conducts business. Violations of antitrust laws may result in severe penalties against Feedzai, directors and its employees, including potentially substantial fines and criminal sanctions.

Compliance with Insider Trading Laws

Trading while in possession of material information that is not known to the public (“inside information”) is illegal. Those who have access to such inside information may not use or share that information for stock trading purposes or for any other purpose except conducting our business. All non-public information about Feedzai is to be considered confidential information. To use non-public information for personal financial benefit or to “tip” others who might make an investment decision based on this information is unethical and illegal.

Privacy and Personal Information

Due to the nature of our business, we often encounter, collect and use personal information, including personally identifiable information (“PII”) / personal data. We have a legal duty to keep this information confidential and secure.

“Personal Data”, “Personally Identifiable Information” or “PII” is any information that can identify, or be used to identify, an individual either by itself or in combination with other information. Most PII/Personal Data is confidential and should be treated with care.  Examples include an individual’s name, social security number, biometric records, etc., alone, or when combined with other personal or identifying information which is linked or linkable to a specific individual, such as date and place of birth, mother’s maiden name, etc.

When obtaining or using PII/Personal Data, it must be:

• Obtained only through legal and ethical methods.
• Treated with respect and used only for appropriate business purposes and within the scope of the data subject’s consent or authorization or otherwise in accordance with applicable law.
• Not be improperly disclosed to any third party.
• Accessed only when authorized to do so, or when it is necessary to carry out the responsibilities related to our jobs.
• Kept strictly confidential and shared only with those who have a legitimate business need to know.
• Stored and disposed of in ways that comply with applicable laws.
• Promptly disclosed if leaks, security breaches, loss or theft happen, whether accidental or intentional.
• Protected by taking appropriate measures to safeguard this information.

You may contact Feedzai’s Privacy team at privacy@feedzai.com in case you have any questions about how to deal with PII/Personal Data.

International Sanctions and Anti-Money Laundering

Feedzai is committed to complying with all applicable law and regulations related to trade sanctions and anti-money laundering. As such, you must comply with Feedzai’s Trade Sanctions and Anti-Money Laundering Compliance Policy and are prohibited from conducting any transactions, arrangements, relationships, or documents that would violate any sanctions or anti-money laundering laws or circumvent such policy, or facilitating or advising anyone regarding a transaction that would violate any such laws or this Code.

Feedzai has implemented a KYC procedure that is meant to screen all clients, resellers, distributors and other third party business partners against the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) lists and other applicable restricted party lists, including, without limitation, the Denied Persons List, the Unverified List, and the Entity List, maintained by the U.S. Commerce Department’s Bureau of Industry and Security; the consolidated list of persons, groups and entities subject to EU financial sanctions; and the Consolidated List of Financial Sanctions Targets in the UK and Ukraine: List of Persons Subject to Restrictive Measures in View of Russia’s Actions Destabilizing the Situation in Ukraine, administered by HM Treasury (collectively, the “Restricted Party Lists”).

Feedzai will screen all clients, resellers, distributors, and other third-party business partners against the Restricted Party Lists before on-boarding or entering into a relationship with them.

International Sanctions and Anti-Money Laundering

Feedzai is committed to complying with all applicable law and regulations related to trade sanctions and anti-money laundering. As such, you must comply with Feedzai’s Trade Sanctions and Anti-Money Laundering Compliance Policy and are prohibited from conducting any transactions, arrangements, relationships, or documents that would violate any sanctions or anti-money laundering laws or circumvent such policy, or facilitating or advising anyone regarding a transaction that would violate any such laws or this Code.

Feedzai has implemented a KYC procedure that is meant to screen all clients, resellers, distributors and other third party business partners against the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) lists and other applicable restricted party lists, including, without limitation, the Denied Persons List, the Unverified List, and the Entity List, maintained by the U.S. Commerce Department’s Bureau of Industry and Security; the consolidated list of persons, groups and entities subject to EU financial sanctions; and the Consolidated List of Financial Sanctions Targets in the UK and Ukraine: List of Persons Subject to Restrictive Measures in View of Russia’s Actions Destabilizing the Situation in Ukraine, administered by HM Treasury (collectively, the “Restricted Party Lists”).

Feedzai will screen all clients, resellers, distributors, and other third-party business partners against the Restricted Party Lists before on-boarding or entering into a relationship with them.

Public Communications, Social Media and Marketing

Public Communications Generally

Feedzai places a high value on its credibility and reputation in the community. What is written or said about Feedzai in the news media and investment community directly impacts our reputation, positively or negatively. Our policy is to provide timely, accurate and complete information in response to public requests (from media, analysts, etc.), consistent with our obligations to maintain the confidentiality of competitive and proprietary information and to prevent selective disclosure of market-sensitive financial data.

Social Media

Social media can also be an effective communication tool and allows us an opportunity to connect with others on a personal level. When using social media, we have to be responsible and careful not to share any confidential information owned by Feedzai or others. We also have a responsibility to never speak negatively about our customers, suppliers, fellow colleagues, competition or other stakeholders, or make misleading or unsupported statements about Feedzai. While Feedzai does not seek to control or monitor our personal participation, we must be sure not to give the impression that the views and opinions we express online are also those of our Company.  Feedzai’s Social Media Policy includes further guidelines on this matter.

Marketing and advertising

Feedzaians are responsible for accurately representing Feedzai, its products and services in all marketing, advertising and sales materials. Making false or misleading remarks about Feedzai’s business, products or services, as well as in relation to competitors and their businesses, or other individuals, is inconsistent with Feedzai’s values and policies.

Anti-corruption Compliance and the U.S. Foreign Corrupt Practices Act

Feedzai is committed to complying with the U.S. Foreign Corrupt Practices Act (the “FCPA”) and other applicable anti-corruption laws. The FCPA prohibits Feedzai and its Feedzaians from offering, giving, or promising money or any other item of value, directly or indirectly, to win or retain business or to influence any act or decision of any Government Official.

Feedzai prohibits Feedzaians from offering or giving bribes, kickbacks, or other items of value or inducements to Government Official. This prohibition also extends to payments to agents or other third parties acting on Feedzai’s behalf if there is reason to believe that the payment will be used indirectly for a prohibited payment or transfer of value to Government Official. Indirect payments include any transfer of money or other item of value to another individual or organization where the person making the transfer knows or has reason to know that some or all of that transfer is for the benefit of an individual to whom direct payments or transfers of value are prohibited. The use of agents or other third parties for the payment of bribes, kickbacks or other items of values or inducements is expressly prohibited.

Violation of the FCPA and other applicable anti-corruption laws is a crime that can result in severe fines and criminal penalties, as well as disciplinary action by Feedzai, up to and including, for an employee, termination of employment or, for a director, a request that such director resign from the Board of Directors. Feedzai’s Anti-Corruption Policy includes further guidance on this subject.

Environment, Health and Safety, Diversity and Respect in the Workplace

Feedzai is committed to providing a safe and healthy working environment for all Feedzaians and to avoiding adverse impact and injury to the environment and the communities in which it does business. Feedzaians must comply with all applicable environmental, health and safety laws, regulations and Feedzai standards.

Environment

All Feedzains should strive to conserve resources and reduce waste and emissions through recycling and other energy conservation measures. You have a responsibility to promptly report any known or suspected violations of environmental laws or any events that may result in a discharge or emission of hazardous materials.

Health and Safety

Feedzai is committed not only to comply with all relevant health and safety laws, but also to conduct business in a manner that protects the safety of all Feedzaians. If you have a concern about unsafe conditions or tasks that present a risk of injury to you, please report these concerns immediately to the Workplace team. To know more about this topic, check our Health and Safety Policy.

Diversity and Respect in the Workplace

Feedzai is fueled by its team spirit and understanding that our differences make us stronger. Our diverse perspectives help us to think bigger and constantly learn.

Feedzaians’ diversity of experience is a key factor driving our success.  We strive to create a work environment where our highly talented people are encouraged to be innovative and to achieve their full potential. Each one of us is responsible for creating a workplace that is based on trust and respect, and for promoting a productive work environment.

We value teamwork and we strive to attract, develop, and retain individuals by embracing diversity. We all must work to foster a culture and environment where different backgrounds and perspectives are not only respected and heard, but also celebrated. To know more, please check our Diversity and Inclusion Policy.

Employment Practices

Feedzai pursues fair employment practices in every aspect of its business. The following is only intended to be a summary of certain of our employment policies and procedures, which you may find in the People page of the Policy Hub.

Feedzai has zero tolerance of modern slavery practices and is committed to ensure that its work environment and business practices are free of any sort of modern slavery and human trafficking. Please see our Modern Slavery Statement for further information.

Harassment and Discrimination

Feedzai is committed to providing equal opportunity and fair treatment to all individuals on the basis of merit, without discrimination because of race, color, religion, national origin, gender (including pregnancy), sexual orientation, age, disability, veteran status or other characteristics protected by law.

Feedzai also prohibits harassment based on these characteristics in any form, whether physical or verbal. Harassment may include, but is not limited to, offensive sexual flirtations, unwanted sexual advances or propositions, verbal abuse, sexually or racially degrading or intimidating words, or the display in the workplace of sexually suggestive or racially degrading or intimidating actions, objects or pictures.

If you have any complaints about discrimination or harassment, report such conduct through Feedzai Hotline. As mentioned above, all complaints will be treated with sensitivity and discretion. We will protect your confidentiality to the extent possible, consistent with law and Feedzai’s need to investigate your concern. Our Whistleblowing Policy and Guidelines include further details on how we deal with your reports.

Where our investigation uncovers harassment or discrimination, we will take prompt corrective action, which may include disciplinary action, up to and including, termination of employment. Feedzai strictly prohibits retaliation against an employee who, in good faith, files a report.

Conclusion

This Code contains general guidelines for conducting Feedzai’s business consistently with the highest standards of business ethics. If you have any questions about these guidelines, please contact the Compliance team. We expect all Feedzaians to adhere to these standards, as well as to cooperate in the implementation thereof.

Those who violate this Code will be subject to appropriate disciplinary measures, which may include termination of employment.

If you have any queries or require any clarification as to the content or application of the guidelines set out in this Code, please contact the Compliance team.

Feedzai reserves the right to amend, supplement or discontinue this Code and the matters addressed herein, without prior notice, at any time.

In any case, this Code shall be reviewed once a year.