Code of Ethics and Conduct

Xmarts Brazil Ltd. reaffirms its commitment to ethics, integrity, transparency, and compliance with all applicable laws in every aspect of its operations.

This Code of Ethics, Conduct, and Integrity Program establishes the principles and guidelines that must govern the actions of all employees, directors, business partners, suppliers, and third parties associated with the company, particularly in relationships with public agencies and government entities.

All members of Xmarts Brazil Ltd. are expected to act with integrity, responsibility, and professionalism, safeguarding the company's reputation and contributing to an ethical and transparent corporate environment.

Chapter I – Definitions

Article 1 – For the purposes of this Code, the following definitions apply:

  • Company: Xmarts Brazil Ltd.
  • Members: Directors, employees, interns, and apprentices.
  • Third Parties: Suppliers, consultants, and business partners.
  • Anti-Corruption Law: Brazilian Federal Law No. 12,846/2013.

Chapter II – Purpose, Mission, and Values

Article 2 – This Code aims to:

  • Establish ethical and professional standards of conduct;
  • Prevent corruption, fraud, and conflicts of interest;
  • Ensure compliance with Brazilian legislation;
  • Promote an ethical, safe, and transparent work environment.

Article 3 – The mission of Xmarts Brazil Ltd. is to provide high-quality, customizable software solutions and specialized technical consulting services.

Article 4 – Our core values are Integrity, Transparency, Professional Ethics, Respect, and Commitment to the technological success of our clients.

Chapter III – Conflicts of Interest and Anti-Corruption

Article 5 – Members must avoid any situation in which personal interests could interfere with the impartiality of their professional decisions.

Article 6 – Offering, promising, giving, requesting, or accepting any form of bribery or improper advantage is strictly prohibited, in accordance with applicable Brazilian law.

Article 7 – Facilitation payments and the use of third parties to engage in unlawful practices are expressly prohibited.

Chapter IV – Gifts and Hospitality

Article 8 – The giving or receiving of courtesy gifts is permitted, provided that their value does not exceed 10% of the Brazilian national minimum wage and that annual frequency limits for gifts to the same individual are respected.

Article 9 – The acceptance of cash, personal favors, or any benefits that may compromise professional impartiality is strictly prohibited.

Chapter V – Confidentiality and IT Assets

Article 10 – Protecting customer data, source code, and trade secrets is the responsibility of everyone. Unauthorized disclosure will result in serious disciplinary measures.

Article 11 – The Company's information technology resources must be used exclusively for professional purposes. Accessing offensive or illegal content is prohibited.

Chapter VI – Reporting Channel

Article 12 – Xmarts Brazil Ltd. provides a reporting channel for communicating suspected misconduct, corruption, fraud, or violations of this Code. Reports should be submitted by email to etica@xmarts.com or through the portal www.UmaEmpresaEtica.com.br.

Chapter VII – Disciplinary Measures

Article 13 – Failure to comply with this Code may result in one or more of the following disciplinary measures:

  • Verbal warning;
  • Written warning;
  • Suspension;
  • Termination of employment or contractual relationship;
  • Reporting to the appropriate authorities.

Chapter VIII – Final Provisions

Article 14 – All members are required to read, understand, and fully comply with this Code.

Article 15 – This Code shall become effective on the date of its approval by the Board of Directors of Xmarts Brazil Ltd.