Integrity is the Foundation of Everything We Do

The Board of Directors (the "Board") of Virtual Support Services., the ("Company") has adopted this Code of Business Conduct and Ethics (the "Code"), which is applicable to all directors, officers and employees of the Company, to:

Code of Conduct is a clear set of standards for our business conduct. It provides the ethical and behavioral framework on which we base our decisions every day.

This Code may be amended only by resolution of the Board.

Everyone should feel comfortable speaking up, particularly with concerns about how we conduct our business. Each employee is responsible to follow the Code of Conduct and report if you witness any unethical behavior/action.

In case of witnessing such wrongdoing, reach out to your line manager first. If you cannot reach your manager or uncomfortable to do so, you can reach out to your HR business partner, legal or Governance hotline. When you call the Governance hotline, you can choose to stay anonymous when reporting your concern.

A "conflict of interest" exists when a person's private interest interferes in any way with the interests of the Company. A conflict situation can arise when an employee takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest also arise when an employee or a member of his or her family, receives improper personal benefits (including personal loans, services or payment for services that the person is performing in the course of Company business) as a result of his or her position in the Company or gains personal enrichment through access to confidential information.

Conflicts of interest can arise in many common situations, despite one's best efforts to avoid them. Employees are encouraged to seek clarification of, and discuss questions about, potential conflicts of interest with someone in the Company's Compliance Department. Any employee who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate persons within the Company.

Each person owes a duty to the Company to act with integrity. Integrity requires, among other things, being honest, fair and candid. Deceit, dishonesty and subordinating one's principles are inconsistent with integrity. Service to the Company never should be subordinated to personal gain and advantage.

Each person must:

Examples of conflict of interest situations include, but are not limited to:

The Company is committed to providing a work environment that values diversity among its employees. All human resources policies and activities of the Company intend to create a respectful workplace in which every individual has the incentive and opportunity to reach his or her highest potential. We are firmly committed to providing equal employment opportunities to all individuals and will not tolerate any illegal discrimination or harassment of any kind.

Examples include disrespectful comments based on age, race, gender or ethnic characteristics and unwelcome sexual advances or comments. This policy applies to both applicants and employees and in all phases of employment, including recruiting, hiring, placement, training and development, transfer, promotion, demotion, performance reviews, compensation and benefits, and separation from employment.

All levels of supervision are responsible for monitoring and complying with the Company's policies and procedures for handling employee complaints concerning harassment or other forms of unlawful discrimination.

Alcohol and narcotics are strictly forbidden.

Illegal drugs, inhalants and prescription as well as over-the-counter drugs fall into the "substances" category. We will also place restrictions on alcohol consumption.

While working, you must not:

The disciplinary action will be applicable, including termination, when you:

The Company shall have the right to request random drug testing of employees during working hours.

Employees may accept moderate, unrequested gifts and business entertainment. Such gifts cannot be in a monetary form such as cash, money or gift cards.

Gifts that may be received/accepted:

Gifts that may not be accepted:

The Company strives to ensure that the contents of and the disclosures in the reports and documents that the Company files with Regulators and other public communications shall be full, fair, accurate, timely and understandable in accordance with applicable disclosure standards, including standards of materiality, where appropriate.

Each person must:

In addition, the Chief Executive Officer and Chief Financial Officer of the Company and each subsidiary or variable interest entity of the Company (or persons performing similar functions), and each other person that typically is involved in the financial reporting of the Company must familiarize himself or herself with the disclosure requirements applicable to the Company as well as the business and financial operations of the Company.

Each person must promptly bring to the attention of the Chair of the Audit Committee of the Board any information he or she may have concerning (a) significant deficiencies in the design or operation of internal and/or disclosure controls which could adversely affect the Company's ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's financial reporting, disclosures or internal controls.

Information is one of our most valuable corporate assets, and open and effective dissemination of information is critical to our success. However, much of our Company's business information is confidential or proprietary. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or our customers, if disclosed.

Employees must maintain the confidentiality of confidential information entrusted to them by the Company, except when disclosure is authorized by the Company's Legal Department or required by laws or regulations. It is also our Company's policy that all employees must treat what they learn about our customers, joint venture partners and suppliers and each of their businesses as confidential information. The protection of such information is of the highest importance and must be discharged with the greatest care for the Company to merit the continued confidence of such persons.

Types of Confidentiality:

Employee Information

If you come across private information in the course of your work, including any information that identifies an individual (name, address, and so on), then you should not disclose it to others. This also applies to information collected at interviews about ethnic background, disabilities and so on.

How to Handle Gossip

It goes without saying you should not gossip, especially if you do not know if it is true. By just asking someone else whether they know if it is true that x did, you can have huge consequences for x's reputation. Generally, if you would not ask the person concerned, or mention it to their face, don't mention it behind their back.

Managerial Information

Managerial information includes both information about individuals, such as disciplinary action and also about broad management actions such as planned redundancies or employee relations issues. Some info will become public in due course and other information will remain confidential for much longer.

Organizational Information

Organizational information is also known as business information or 'trade secrets'. This covers anything not in the public domain that helps the organization do its work better or more efficiently. For example, information about the company's processes, budgets, costs, forecasts, and even customer contact information.

Best Practices:

Employees have a responsibility for safeguarding and making proper and efficient use of the Company's property. Each of us also has an obligation to prevent the Company's property from loss, damage, misuse, theft, embezzlement or destruction.

Theft, loss, misuse, carelessness and waste of assets have a direct impact on the Company's profitability and may jeopardize the future of the Company. Any situations or incidents that could lead to the theft, loss, misuse or waste of Company property should be reported immediately to your supervisor/manager or P&C Business Partner as soon as they come to your attention.

It is the Company's obligation and policy to comply with all applicable governmental laws, rules and regulations. It is the personal responsibility of each person to adhere to the standards and restrictions imposed by those laws, rules and regulations, including those relating to accounting and auditing matters.

The Audit Committee of the Company is responsible for applying this Code to specific situations in which questions are presented to it and has the authority to interpret this Code in any particular situation. Any person who becomes aware of any existing or potential breach of this Code is required to notify the Chair of the Audit Committee promptly. Failure to do so is itself a breach of this Code.

Specifically, each person must:

The Company will follow the following procedures in investigating and enforcing this Code and in reporting on the Code:

No person following the above procedure shall, as a result of following such procedure, be subject by the Company or any officer or employee thereof to discharge, demotion suspension, threat, harassment or, in any manner, discrimination against such person in terms and conditions of employment.

Any waiver (as defined below) or an implicit waiver (as defined below) from a provision of this Code for the principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions or any amendment (as defined below) to this Code may only be granted by the Board and must be disclosed as required by law or regulation.

A "waiver" means the approval by the Board of a material departure from a provision of the Code. An "implicit waiver" means the Company's failure to take action within a reasonable period of time regarding a material departure from a provision of the Code that has been made known to an executive officer of the Company. An "amendment" means any amendment to this Code other than minor technical, administrative or other non-substantive amendments hereto.

All persons should note that it is not the Company's intention to grant or to permit waivers from the requirements of this Code. The Company expects full compliance with this Code.

Any other policy or procedure set out by the Company in writing or made generally known to employees, officers or directors of the Company prior to the date hereof or hereafter are separate requirements and remain in full force and effect.

All inquiries and questions in relation to this Code or its applicability to particular people or situations should be addressed to the Company's Secretary.

No Code can address all specific situations. It is, therefore, each employee's responsibility to apply the principles set forth in this Code in a responsible fashion and with the exercise of good judgment and common sense. If something seems unethical or improper, it likely is.

Always remember: If you are unsure of what to do in any situation, seek guidance before you act. A failure by any employee to comply with the laws or regulations governing the Company's business, this Code or any other Company policy or requirement may result in disciplinary action up to and including termination, and, if warranted, legal proceedings.

All employees are expected to cooperate in internal investigations of misconduct.