Revised April 2024
1. Introduction
esVolta and its employees, representatives, affiliates, and subsidiaries (collectively referred to as “esVolta” for the purposes of this Code of Conduct) are committed to developing, building, and operating grid-scale energy storage systems with the foremost integrity, respect, and community focus. esVolta expects its contractors, vendors, consultants, suppliers and their respective employees (each a “Supplier” and collectively, “Suppliers”) to act in accordance with this standard of integrity, respect, and legal compliance. Suppliers are an integral part of esVolta’s business and success, and it is our intent to build a sustainable energy future working together with Suppliers who share this commitment.
This Code of Conduct is a guideline only and is not a contract of employment. esVolta reserves the right to review and modify this Code of Conduct at any time as we see fit.
1.1. Scope
This Code of Conduct sets forth esVolta’s policies and guidelines for each Supplier performing business with and for esVolta.
The Supplier will, at a minimum, require its own suppliers and contractors to act in a manner that is consistent with, and at least as strict as, the policies and standards set forth in this Code of Conduct, and shall comply with all applicable standards, statutes, laws, and regulatory requirements relating to Supplier’s business or that of its subcontractors or suppliers. In the event of a conflict between this Code of Conduct and any agreement negotiated between esVolta and Supplier, the agreement shall govern the rights and responsibilities of the parties.
1.2. Audit Rights
esVolta has the right, with reasonable notice, to audit Supplier’s or its subcontractor's facilities and other operations. As part of these audits, esVolta or its agents may (a) inspect, examine, audit and copy your books and records, files, data and systems, in person and through remote virtual access, (b) interview individuals who may have information relevant to the audit, (c) audit and review your operations, practices, policies, and procedures and (d) inspect your facilities; provided, however, in each case, these audit rights are limited to those things that esVolta reasonably considers related to Supplier’s compliance with this Code of Conduct. By doing business with esVolta, you agree to respond to any request in a timely manner and to the best of your abilities. You must keep and maintain accurate books and records necessary to demonstrate compliance with applicable law and this Code of Conduct and retain these records for the longer of five years following the end of the term of your agreement with esVolta or as required by applicable law.
1.3. Violations of this Code of Conduct
Any individual who knows or has reason to believe there has been a violation of this Code of Conduct must promptly inform esVolta by contacting us at legal@esvolta.com or +1 (909) 529 0581.
A Supplier must establish and maintain a process through which workers can raise workplace concerns, including those related to violations of practices and conditions covered by this Code of Conduct, without fear of harassment or retaliation. This grievance mechanism should be transparent, understandable to workers, provide the option for anonymous reporting, and should ensure the protection of whistleblowers.
Suppliers should promptly escalate any significant grievances or violations of this Code of Conduct to the contacts described in this Code of Conduct.
esVolta will consider compliance with the Code of Conduct in its procurement decisions. Any violations of this Code of Conduct or applicable law may jeopardize your business relationship with esVolta, up to and including termination. In doing business with esVolta, Supplier agrees that esVolta may terminate any purchase order or supply agreement with for breaches of this Code of Conduct without further liability to esVolta.
2. Commitment to Health & Safety
esVolta and our partners take seriously the health and safety of our people and our stakeholders. Suppliers must exercise good judgment in work decisions and apply safe work practices in the performance of all activities. Suppliers must adhere to all applicable health and safety rules, laws, standards and procedures including general and site-specific requirements, including those provided by esVolta.
2.1. Workplace Safety
Suppliers are expected to maintain a safe and healthy work environment and comply with all applicable health and safety laws, rules and regulations. Suppliers must provide adequate resources to manage workplace safety and to ensure that all workers understand and properly exercise safety practices and procedures. Worker potential for exposure to health and safety hazards are to be identified, assessed and mitigated. Suppliers are expected to provide ongoing occupational health and safety training as applicable to their business and consistent with any additional requirements provided by esVolta.
2.2. Violence Prevention
esVolta has zero tolerance for acts or threats of violence. Suppliers are expected to conduct themselves in a non-threatening, non-abusive and lawful manner at all times. Any direct, conditional or veiled threat of harm or any actual harm to any employee, third person or property is unacceptable behavior. Acts of violence, intimidation or bullying will not be tolerated.
Additionally, esVolta has zero tolerance for, and forbids the possession of any type of weapon, firearm, explosive and/or ammunition while a Supplier is on esVolta property or conducting business with or on behalf of esVolta.
For purposes of this Code of Conduct, “esVolta property” includes, but is not limited to, all esVolta facilities, esVolta-provided vehicles and equipment that are either leased or owned by esVolta or a customer of esVolta.
2.3. Anti-Harassment, Bullying and Discrimination
esVolta is committed to fostering a work environment in which all individuals are treated with respect and dignity and are free from all forms of harassment, discrimination and abusive conduct. Any form of harassment, bullying, abusive conduct, intimidation or discrimination, even when not unlawful or directed at a protected category, is prohibited and will not be tolerated.
2.4. Drugs and Alcohol
Suppliers will maintain a safe and drug-free working environment for its employees. Being in possession of or under the influence of alcohol, marijuana-related substances (regardless of whether legalized in the local jurisdiction), or a controlled substance is not permitted at any esVolta work site, as it may pose serious safety and health risks not only to the user, but also to all of those who work or come in contact with the user. The possession, consumption or use of alcoholic beverages at functions located at esVolta’s corporate or project locations may occur only with the prior approval of an esVolta executive in charge of that function.
3. Labor and Human Rights
3.1. Prohibition Against Child Labor, Forced Labor and Modern Slavery
esVolta expects its Suppliers to comply with the letter and spirit of all applicable U.S. and international labor and employment laws including, without limitation, those associated with equal employment opportunity, immigration, child labor, forced or compulsory labor, work hours, wages and benefits, apprenticeship, employment security, health and safety, freedom of association and a harassment-free work environment.
Suppliers shall not engage in, or support, the use of child labor, forced or compulsory labor, modern slavery, bonded (including debt bondage) or indentured labor, involuntary prison labor, slavery, or trafficking of persons. This includes transporting, harboring, recruiting, transferring, or receiving vulnerable persons by means of threat, force, coercion, abduction, or fraud for the purpose of exploitation.
Additionally, Suppliers are encouraged to implement due diligence measures to ensure that no human rights violations exist within their extended supply chains.
3.2. Community and Stakeholder Engagement
esVolta recognizes the importance of good corporate citizenry and strives to operate with respect and concern in relation to the communities in which we operate. We encourage each Supplier to have appropriate policies and programs to maintain good relationships with local communities, including landowners, businessowners, residents, and indigenous communities.
3.3. Responsible Sourcing of Minerals
Suppliers that supply products or components that include, or are likely to include, minerals sourced from conflict‐affected and high‐risk areas (including, but not limited to, cobalt, tantalum, tin, tungsten or gold) must ensure that the sourcing of these minerals does not knowingly contribute, directly or indirectly, to armed conflict, terrorist financing or to human rights violations. esVolta expects Suppliers to source these minerals in a manner consistent with the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict‐Affected and High‐Risk Areas or equivalent recognized standards.
4. Legal and Regulatory Compliance
4.1. Anti-Bribery and Corruption
Suppliers must comply with all applicable anti-corruption laws, including the FCPA and any applicable local anti-bribery and corruption laws or regulations.
A Supplier may not directly or indirectly promise, authorize, or offer to give to anyone anything of value (including but not limited to a Gift), for the purpose of improperly influencing or inducing the recipient to take (or to refrain from taking) action that would bestow a benefit on the Supplier, esVolta or any other party. It is never acceptable to offer, authorize, or give any Gift or incur any expense to any Public Official or any non-governmental (private sector) business counterpart in expectation of receiving something in return, or if the recipient may believe he/she owes something in return.
For the purposes of this Code of Conduct, “Gift” means anything of value, including, but not limited to, money, gift cards, commissions, rebates, loans, use of property, charitable contributions and sponsorships, political contributions, employment or internships (whether paid or unpaid), goods or services, or travel, meals, entertainment or other hospitality expenses; “Public Official” means an officer, employee or person acting in an official capacity for a government, public organization or political party and includes family members and close personal friends of the foregoing.
4.2. International Trade Controls and Sanctions
Suppliers must comply with export/import control and sanctions laws and regulations applicable to their business, including all regulations of the U.S. Office of Foreign Assets Control (“OFAC”), including screening and monitoring any beneficiary of the supplier or person with whom the Supplier does business to confirm that such person does not appear on any lists issued by OFAC (including, without limitation, the Specially Designated Nationals List). Suppliers shall provide accurate and truthful information about it to customs and other authorities when required. Neither esVolta nor Supplier shall be obliged to perform any obligation if it would not be compliant with, in violation of, inconsistent with, or expose the Supplier or esVolta to punitive measures under any applicable laws or regulations relating to export control or economic sanctions. In the event a party cannot perform an obligation, it must give written notice as soon as reasonably practicable to the other party of its inability to perform. Once notice has been given the party may either suspend the performance of the affected obligation until it may lawfully be discharged or terminate the agreement if unable to lawfully do so.
5. Environmental Protection and Sustainability
esVolta strives for leadership and excellence by operating with regard to the environmental impacts and opportunities associated with our projects. We recognize that this is important not only to support the success of our projects and the communities in which they are located, but also to ensure a sustainable future. Suppliers must support our commitment to protect the environment, and to abide by the letter and spirit of all applicable environmental laws and regulations. In addition, Suppliers must abide by any relevant esVolta policies and procedures related to pollution, waste disposal, air emissions and stormwater management. Suppliers should implement environmental management systems and training to identify, manage and mitigate risks to the environment. Suppliers are encouraged to conserve water, energy and other natural resources, prioritize the use of reused, recycled and/or recyclable materials (where applicable), and ensure the appropriate disposal of waste materials.
6. Corporate Ethics
6.1. Conflicts of Interest
Suppliers must ensure that decisions and actions in the course of their relationship with esVolta do not create the appearance of impropriety or result in an actual or apparent conflict of interest. A conflict of interest exists when any direct or indirect personal, financial, or professional interests, relationships, or activities interfere with the Supplier’s or esVolta’s ability to make objective and fair business decisions. Suppliers shall immediately disclose any situation that could constitute a conflict between their interests and those of esVolta.
6.2. Cybersecurity
Suppliers are required to have in place a cybersecurity program, with defined policies and procedures, that complies with industry recognized information security standards and includes administrative, technical, and physical safeguards to protect the confidentiality, integrity, and availability of their data, any esVolta information systems, and data that Suppliers may have access to or have received as result of their engagement with esVolta. A Supplier must promptly, but in no event later than 48 hours, notify esVolta of any event that did or could result in the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, esVolta’s data.
6.3. Confidentiality and Intellectual Property
Suppliers shall safeguard and make only appropriate use of confidential information, including compliance with applicable non-disclosure agreements. Suppliers shall ensure that the privacy and valid intellectual property rights of esVolta and its business partners are protected.
6.4. No Publicity
Suppliers shall not use esVolta’s name or trademarks or that of our affiliates or products in publicity or advertising without esVolta’s prior written consent.
7. No Third-Party Beneficiaries
This Code of Conduct does not confer, and shall not be deeded to confer, any rights on the part of any third party. No representative of any Supplier of any other person shall have any rights against esVolta by virtue of this Code of Conduct, nor shall such representatives or other persons have any rights to cause esVolta to enforce any provisions of this Code of Conduct, such decisions being reserved by esVolta in its sole discretion.