CDK Global Supplier Code of Business Conduct and Ethics

CDK Global, Inc. and its subsidiaries’ ("CDK") reputation for service, quality and fair dealing is coupled with CDK’s commitment to its values of integrity, social responsibility and legal compliance. CDK has built a culture of compliance, honest business conduct and solid business ethics. Our standards can be met only with the cooperation of our agents, consultants, contractors and suppliers ("CDK Suppliers").

Inappropriate acts or omissions by CDK Suppliers can damage CDK’s business and reputation. CDK is providing this Global Supplier Code of Business Conduct and Ethics (Code) to CDK Suppliers in an effort to ensure that the expectations and standards upheld at CDK are understood and adhered to.

CDK encourages CDK Suppliers to review the Code carefully, become familiar with its content and draw guidance, and understand CDK’s expectations of ethical and responsible behavior.

Scope of application

The Code is applicable to all CDK Suppliers and t he ir personnel throughout the world. You agree to abide by the terms of this Code and acknowledge that compliance with this Code is required for your continued status as a CDK Supplier.

I. COMPLIANCE WITH LAWS, REGULATIONS AND THE CODE

CDK requires that all CDK Suppliers comply with all laws and regulations applicable to their business wherever conducted, and with the Code. Compliance means not only observing the law, but also conducting corporate business in a way that recognizes your ethical responsibilities and fulfills them. Where local laws are less restrictive than this Code, you must comply with the Code, even if your conduct would otherwise be legal. If local laws are more restrictive than the Code, you must, at a minimum, comply with those laws. CDK expects you to adhere to high ethical standards and to avoid engaging in any activity that involves even the appearance of impropriety.

Financial Integrity

CDK Suppliers must accurately document all transactions related to your relationship with CDK (including without limitation contracts, order forms and purchase orders), in your financial books, records and statements, and in other documents provided to CDK. Any contractual variations, additional provisions or agreements should be properly documented. Contractual agreements may only be executed by those persons with proper authority.

The handling and disbursement of funds related to CDK business transactions must be pursuant to a duly authorized written CDK contract executed by the Vice President of CDK Global Procurement or that CDK employee the VP of CDK Global Procurement has specifically designated and authorized to execute contracts on his/her behalf, with clearly defined procedures as well as an accompanying purchase order, where applicable. No undisclosed or unrecorded fund or asset relating to any CDK transaction may be established or maintained for any purpose.

You must not make or promise to make improper payments of money or anything of value, directly or indirectly, to any government or public international organization officials, political parties, or candidates for political office, or any company director, officer, employee, or agent of a commercial customer or supplier, for the purpose of improperly obtaining or retaining business or securing any improper advantage.

Gifts, Entertainment and Travel

In your dealings with CDK, you must use discretion and care to ensure that expenditures on or by CDK personnel or representatives are permitted under the CDK Code of Business Conduct and Ethics and the CDK Anti-Bribery & Corruption Policy and could not reasonably be construed as bribes or improper inducement or otherwise violate applicable laws and/or regulations. When traveling and conducting business on behalf of CDK, CDK Suppliers are expected to follow the CDK Global Travel Expense Reimbursement Policy.

Gifts to CDK employees, no matter how well intentioned, might constitute a bribe under certain circumstances or create conflicts of interest. Do not offer anything of value to obtain or retain a benefit or advantage for the giver, and do not offer anything that appears to influence, compromise judgment or obligate the CDK employee. Any gift must be permissible under the CDK policies referenced above. Any gifts, meals or entertainment must comply with applicable law, must not violate the giver and/or receiver’s company policies.

Antitrust and Competition Laws

Many countries have laws and regulations, usually referred to as antitrust or competition laws prohibiting unlawful restraint of trade. You must comply with these laws, as applicable.

These laws vary from country to country, but, generally, such laws prohibit agreements or actions that reduce competition; prohibit agreements or understandings among competitors to fix or control prices; boycott specified suppliers or customers; divide or allocate markets or customers; or limit the production or sale of products or product lines for anticompetitive purposes.

CDK is committed to observing rigorously the applicable antitrust or competition laws of all countries in which it conducts business. You must never engage in such practices or discussions of such matters with CDK, other CDK partners, or representatives of other companies. CDK also prohibits the use of unfair methods of competition and deceptive practices such as making false or misleading representations about products or services, making product or service claims without facts to substantiate them.

Respect for Proprietary Rights

CDK respects the intellectual property rights of others and expects other companies to respect CDK’s intellectual property rights. You must respect the intellectual property of CDK and not use CDK’s patented technology or reproduce copyrighted software, trademarks, documentation, or other materials without written permission. In the course of working with or for CDK, you must not use proprietary information, patented technology or copyrighted software, documentation, or other materials of third parties without authorization.

Protection of Confidential Information

You are required to protect confidential information (including “personal identifiable information”) to which you have access in connection with the provision of your products and services to CDK. You must safeguard confidential information by not transferring, publishing, using, or disclosing it other than as necessary in the ordinary course of business or as directed or authorized by CDK. Materials containing confidential information or protected by privacy standards must be handled in accordance with the applicable standards and laws and, at a minimum, be stored securely and shared internally with only employees with a need to know.

When requested by CDK, you are required to enable an evaluation by the CDK Global Security Organization to be carried out to ensure appropriate policies, security standards and procedures are followed when accessing, processing, or managing CDK confidential information, CDK networks, or a CDK customer’s networks.

Securities and Insider Trading Laws

You are required to comply with all applicable United States and foreign insider trading and securities laws governing transactions in the securities of CDK. These laws prohibit the use of material, non-public information for personal advantage and from disclosing this information to any other person before it is publically available.

If you possess material, non-public information, you may not trade in CDK securities or the securities of another company to which the information pertains. You may not engage in any action to take advantage of or pass on to any person(s) (i.e. “tip”) material information gained through your relationship with CDK until it has been disclosed to the general public.

Compliance With Export Laws

CDK requires that you comply with all applicable U.S. and foreign export laws. Failure to comply could result in the loss or restriction of your or CDK's export privileges. You are responsible for understanding how the export control laws apply and for conforming to these laws and to ensure no direct or indirect exports are made in violation of these laws or will be used for any purpose prohibited by these laws.

Economic Boycotts

You must not participate directly or indirectly in any economic boycott not sanctioned by the U.S. or another relevant government. You must not provide information that could be construed to support any such unsanctioned boycotts.

Conflicts Of Interest

The term “conflict of interest” describes any circumstance that could cast doubt on your ability to act with total objectivity with regard to CDK’s interests. CDK expects CDK Suppliers to be free from any conflicts of interest. Conflict of interest situations may arise in many ways. If you feel that you have an actual or potential conflict with CDK or any of its employees, you must report all pertinent details to CDK.

II. GENERAL CONTRACTING ISSUES

CDK expects you and your employees to compete fairly and ethically for all business opportunities. Your employees who are involved in the sale or licensing of products/services, the negotiation of agreements, or the delivery of services to CDK are expected to understand and honor the terms of contractual agreements. Suppliers are required to ensure that all statements, communications, and representations to CDK are complete, accurate and truthful.

Dealing with Government

You must strictly observe the laws, rules, and regulations that govern the acquisition of goods and services by any governmental entity of any country and the performance of government contracts where you are providing such goods and/or services. If you deal with any governmental entity in
connection with your relationship with CDK, you are responsible for learning and complying with all rules that apply to government contracting and interactions with government officials and employees.

Lobbying of Government Officials

Lobbying is generally any activity that attempts to influence laws, regulations, policies, and rules. In certain jurisdictions, however, the legal definition of “lobbying” can also cover procurement and business development activity. You may not lobby any government official on behalf of CDK unless specifically retained by CDK for that purpose through a written agreement.

III. REPORTING VIOLATIONS

CDK Suppliers must report to CDK and to the relevant person within your organization responsible for ethics any conduct, including conduct of any CDK employee that you reasonably believe to be in actual, apparent, or potential violation of the Code. CDK will seek to handle all such matters confidentially.

Such matters may be reported to CDK in the following ways by contacting:

  • CDK’s Ethics Hotline (24 hours) through our third-party reporting provider, Convercent:
    • Telephone: in the United States call 1-800-461-9330; outside the United States, place a collect call to +1-720-514-4400. Additional international dialing instructions are available in other languages at www.convercent.com/report; or
    • Online: at www.convercent.com/report. Options are available to submit your report anonymously and to display the report form in your preferred language.
  • For general questions: Compliance@cdk.com, or your contact within the CDK Procurement group.

IV. ENFORCEMENT

Audits and Assessments.

CDK reserves the right and at its own expense to inspect CDK Supplier’s books, records and other documents as necessary to verify compliance with this Code. Such audits shall be conducted either by CDK or an approved third party. In the event an audit identifies a violation, the CDK Supplier shall promptly act to correct the situation to CDK’s satisfaction.

You agree to abide by the terms of this Code, and acknowledge that compliance with this Code is required to maintain your status as a CDK Supplier.