Code Of Practice
1. Purpose
This Code of Conduct Policy sets out the standards of behaviour expected at Upcycle Interiors Limited (UIL). It explains how we expect everyone working for or with the business to conduct themselves, and it sets out what our clients, our team, our suppliers and our wider community are entitled to expect from us in return.
Companies listed on the major stock exchanges are required to adopt and publish a code of conduct as a condition of listing. UIL is a private company and is under no such obligation. We publish this Code because the standards it describes are the ones our clients rely on when they hand us the keys to their home or their commercial property, and because a commitment that is written down and made public is one we can be held to.
The purpose of this policy is to ensure that the business operates with honesty, integrity and respect, complies with its legal obligations, and maintains the trust of its customers, staff, suppliers and the wider public.
2. Scope
This policy applies to all staff, workers, contractors and anyone representing Upcycle Interiors Limited (UIL). It applies to conduct both within the workplace and in any situation where an individual is acting on behalf of, or could reasonably be associated with, the business.
Compliance with this policy is a condition of working for or with the business.
This policy is publicly available and is written to be read by clients and prospective clients as well as by our own team.
3. Core principles
Upcycle Interiors Limited (UIL) expects all individuals to act in a way that reflects the following principles.
We will act with honesty and integrity in all business dealings, avoiding any form of dishonesty, fraud or misrepresentation. We will treat others with respect, fairness and professionalism, and will not tolerate discrimination, harassment or bullying in any form.
We will go beyond the minimum the law requires where doing so is plainly the right thing to do. Legal compliance is the floor, not the standard we set ourselves.
We will take responsibility for our actions and decisions, including acknowledging mistakes and taking steps to put things right. We will comply with all applicable laws and regulations and will follow the business’s policies and procedures.
We will protect the business’s assets, information and reputation, and will avoid situations where personal interests may conflict with those of the business.
We recognise that the business owes responsibilities to everyone affected by its work — clients, employees, suppliers and the communities in which we operate — and not to its owners alone.
4. Compliance with laws and policies
All staff and those acting on behalf of the business must comply with applicable laws and regulations, including those relating to data protection, equality, health and safety, and financial conduct.
This Code sits alongside, and does not replace, the business’s other policies. Where a matter is dealt with in greater detail elsewhere — including our Health & Safety Policy, Environmental Policy, Complaints Policy, Whistleblowing Policy and Privacy & Data Protection Policy — those documents govern the detail and should be read alongside this Code.
Failure to comply with legal or policy requirements may result in disciplinary action and, where appropriate, referral to external authorities.
5. Our commitments to clients
Our clients are entitled to expect the following of us.
Written pricing. We do not proceed on a verbal agreement that has not been confirmed in writing. Most work is priced as a fixed-price written quotation. Where the full scope of works cannot reasonably be known or seen at the outset, we may instead provide a written estimate or a Schedule of Rates, and we will tell you which of these you have been given and what the difference means for your final cost. In every case the document sets out what is included and what is not. Where the scope changes during the work, we will tell you before we proceed, not afterwards.
Honest advice. We will not recommend work that does not need doing, and we will say so where a repair is a better answer than a replacement, even where the replacement would be worth more to us.
Reliability. We will attend when we have said we will. Where circumstances prevent that, we will tell you as early as we can rather than leaving you to find out.
Verifiable credentials. UIL is Trading Standards Approved under Dorset Council’s Buy With Confidence scheme, fully insured, DBS checked, VAT registered, a licensed waste carrier, and a member of the Painting and Decorating Association. We will provide evidence of any of these on request.
Respect for your property. We work in occupied homes and operating businesses. We will treat your property and your privacy accordingly, and will leave a site in a condition we would be willing to accept ourselves.
Putting things right. Where our work falls short, we will say so and we will remedy it. Our Complaints Policy sets out how to raise a concern and how it will be handled.
6. Our commitments to our team
The people who carry out the work are the business. UIL commits to the following.
We will pay fairly and on time, and will provide the training, equipment and support needed to do the job properly and safely.
We will treat everyone in the team with dignity and respect, and will deal promptly with any conduct that falls short of that standard.
We will not ask anyone to cut corners, to misrepresent work carried out, or to act contrary to this Code in order to save time or money. Anyone who declines to do so on those grounds will be supported, not penalised.
7. Suppliers, subcontractors and business partners
UIL carries out the substantial majority of its work using its own directly employed team. Where we do engage suppliers, subcontractors or other business partners, the following applies.
We will deal with suppliers honestly and pay them in accordance with agreed terms.
We expect those working with us to meet the standards set out in this Code. We will make this Code available to them and, where appropriate, refer to it in our agreements.
We will not knowingly engage a supplier or subcontractor whose practices conflict with this Code. Where a partner’s conduct falls short, we will raise it with them directly before deciding whether the relationship should continue.
Responsibility for work carried out on our behalf remains ours. Engaging a third party does not transfer our obligations to the client.
8. Conflicts of interest
Individuals must avoid situations where their personal interests conflict, or could reasonably be seen to conflict, with the interests of the business.
Any actual or potential conflict of interest must be disclosed promptly to Mark Ellery (Managing Director). The business will consider the circumstances and determine what steps, if any, are necessary to manage or remove the conflict.
Employees must not use their position for personal gain or allow personal relationships to influence business decisions.
9. Gifts and hospitality
Gifts and hospitality must not be offered, accepted or requested where they could influence, or be perceived to influence, business decisions or relationships.
Reasonable and proportionate hospitality may be acceptable in the ordinary course of business, provided it is transparent and does not create an obligation or conflict of interest.
Any gifts or hospitality that could be considered excessive or inappropriate must be declined and, where relevant, reported to Mark Ellery (Managing Director).
10. Bribery and corruption
Upcycle Interiors Limited (UIL) takes a zero tolerance approach to bribery, corruption and fraud. Individuals must not offer, give, request or accept any bribe or improper inducement.
This includes facilitation payments, kickbacks, or any other improper advantage intended to influence decision-making.
Any concerns or suspicions about bribery or corruption must be reported immediately.
11. Use of business assets and information
Business assets, including equipment, systems, funds and information, must be used only for legitimate business purposes and not for personal gain or benefit, unless expressly authorised otherwise.
Confidential information must be protected and must not be used or disclosed for personal benefit or for any purpose outside the proper course of business. This includes information about our clients, their properties and their circumstances, which we frequently hold by virtue of working in their homes and premises.
Individuals must follow the business’s Privacy & Data Protection Policy and related procedures when handling information and systems.
12. Behaviour and conduct at work
All individuals are expected to behave in a professional and respectful manner at all times. This includes maintaining appropriate standards of communication, both in person and in written or electronic communications.
The business will not tolerate harassment, bullying, discrimination or victimisation. Concerns about such behaviour should be reported and will be taken seriously.
Conduct outside of work may also be relevant where it risks bringing the business into disrepute or affects working relationships.
13. Human rights and fair labour
UIL supports the protection of internationally recognised human rights and will not be complicit in their abuse.
We do not use, and will not knowingly work with any party that uses, forced labour, compulsory labour or child labour. We comply with United Kingdom legislation on working time, the national minimum and living wage, and the right to work.
UIL falls below the turnover threshold at which a statutory modern slavery statement is required. We nonetheless regard the underlying standard as applying to us, and will act on any concern raised about labour practices within our own operations or those of a supplier or subcontractor.
Everyone working for or with UIL is free to raise concerns about their own treatment without fear of retaliation.
14. Reporting concerns
Individuals are expected to report any concerns about wrongdoing, unethical behaviour, or breaches of this policy as soon as possible. This applies to staff, workers and contractors, and equally to suppliers and clients.
Reports should normally be made to Mark Ellery (Managing Director).
Where a concern relates to the Managing Director, or where an individual would simply prefer not to raise it with him, it may instead be raised with Carla Ellery (PA and Personnel). No explanation is required for choosing this route, and choosing it will not count against anyone.
Concerns may also be raised through the business’s whistleblowing arrangements where appropriate.
The business will treat concerns seriously and, so far as reasonably practicable, will handle them confidentially. Individuals who raise concerns in good faith will not be subjected to retaliation, and that protection applies whether or not the concern is ultimately upheld.
15. Investigation and outcomes
Alleged breaches of this policy will be considered and, where appropriate, investigated in a fair and proportionate manner. Anyone against whom an allegation is made will be told what is alleged and given a fair opportunity to respond before a decision is reached.
Where a breach is identified, the business will take appropriate action. This may include disciplinary action, termination of engagement, changes to procedures, or referral to external authorities where required.
Where a breach has caused harm or loss to a client, a supplier or a member of the team, the business will take steps to remedy that harm, and not only to discipline those responsible. Client-facing matters are handled under our Complaints Policy.
Where a breach reveals a weakness in the way we work rather than in an individual, we will change the process.
16. Training and awareness
The business will provide appropriate guidance and training to ensure that individuals understand the standards expected of them and their responsibilities under this policy.
This Code is issued to every member of the team on joining and remains available to all at any time. Managers are responsible for reinforcing these standards and leading by example.
Standards are set by conduct rather than by documents. Where the two diverge, it is the conduct that tells clients and staff what the business actually stands for.
17. Review
This policy is reviewed regularly to ensure that it remains effective, up to date and appropriate to the business’s activities, risks and legal obligations. It will be updated where necessary to reflect changes in law, guidance or business operations.
The formal review date is stated at the end of this document. The policy will also be reviewed ahead of that date where a change in law, a change in the business, or a concern raised under this Code indicates that it should be.
18. Ownership and approval
This policy is owned by Mark Ellery (Managing Director), who is responsible for ensuring that it is implemented and kept under review.
Carla Ellery (PA and Personnel) holds the alternative route for concerns raised under this Code.
The policy is approved by Mark Ellery (Managing Director) and forms part of the business’s overall governance and compliance framework.
19. References
This Code has been developed with reference to the external standards and frameworks listed below. UIL is not a signatory to, nor certified under, any of them. They have been used as a benchmark against which to test the completeness of our own standards.
Caux Round Table for Moral Capitalism — Principles for Business (1994, revised 2009). Seven principles of responsible business, including responsibility to stakeholders beyond shareholders, building trust by going beyond the letter of the law, and specific guidance on the treatment of customers, employees and suppliers.
OECD Guidelines for Multinational Enterprises on Responsible Business Conduct (OECD, 2023). Covering disclosure, human rights, employment, environment, bribery, consumer interests, competition and taxation, together with a six-step due diligence framework which begins with embedding responsible conduct in policy and ends in remediation.
United Nations Global Compact — The Ten Principles. Principles covering human rights, labour, environment and anti-corruption, derived from the Universal Declaration of Human Rights, the International Labour Organization’s Declaration on Fundamental Principles and Rights at Work, the Rio Declaration on Environment and Development, and the United Nations Convention Against Corruption.
Interfaith Center on Corporate Responsibility (ICCR). An investor coalition whose guiding principle is that a sustainable business must account for the full impact of its operations on society, and must treat the wellbeing of its workers and of the communities in which it operates as integral to its long-term value.
Global Reporting Initiative — GRI Universal Standards (2021). Requiring organisations to state their policy commitments for responsible business conduct and to explain how those commitments are embedded throughout their activities and business relationships.
Nasdaq Listing Rules 5610 and IM-5610. Requiring every Nasdaq-listed company to adopt a publicly available code of conduct applying to all directors, officers and employees, and to include an enforcement mechanism, protection for those reporting questionable behaviour, clear and objective standards for compliance, and a fair process by which violations are determined. UIL is not a listed company and is not bound by these rules; they are cited as the recognised benchmark for what a code of conduct is expected to contain.
Version: Rev 00 Approved on: 1 August 2026 Review date: 1 August 2031