Policy statement

It is the policy of Vendor Seller Incorporated (hereafter “the Company”) to conduct business in an honest and ethical manner. As part of that, the Company takes a zero-tolerance approach to bribery and corruption and is committed to acting professionally, fairly and with integrity in all its business dealings and relationships, wherever it operates, and implementing and enforcing effective systems to counter bribery.

Purpose

The Company will uphold all laws relevant to countering bribery and corruption in all the jurisdictions in which it conducts business, including, in the US, the Foreign Corrupt Practices Act of 1977, and in the UK, the Bribery Act 2010, which apply to conduct both domestically and abroad.

Scope and applicability

This policy applies to all individuals working for or on behalf of the Company at all levels and grades, whether permanent, fixed-term or temporary, and wherever located, including consultants, contractors, seconded staff, casual staff, agency staff, volunteers, agents, sponsors and any other person who performs services for or on behalf of the Company (collectively referred to as “Associates” in this policy).

In this policy, Third Party means any individual or organization that Associates come into contact with during the course of work and the running of the Company’s business, and includes actual and potential clients, intermediaries, referrers of work, suppliers, distributors, business contacts, agents, advisers, government and public bodies (including their advisers, representatives and officials), politicians and political parties.

What is bribery?

A bribe is an inducement or reward offered, promised or provided in order to improperly gain any commercial, contractual, regulatory or personal advantage, which may constitute an offence under the law, namely:

• giving or offering a bribe;
• receiving or requesting a bribe; or
• bribing a foreign public official.

The Company may also be liable under law if it fails to prevent bribery by an associated person (including, but not limited to Associates) for the Company’s benefit.

Gifts and hospitality

This policy does not prohibit normal and appropriate gifts and hospitality (given and received) to or from Third Parties unless otherwise specifically stated. However, we have specific internal policies and procedures which provide guidance to Associates as to what is to be regarded as normal and appropriate gifts and hospitality in terms of financial limits, subject to the principles set out below (the ), namely that any gift or hospitality:

• must not be made with the intention of improperly influencing a Third Party or Associate to obtain or retain business or a business advantage, or to reward the provision or retention of business or a business advantage, or in explicit or implicit exchange for favors or benefits;
• must comply with local law in all relevant countries;
• must be given in the name of the organization, not in an individual’s name;
• must not include cash or a cash equivalent;
• must be appropriate in the circumstances;
• must be of an appropriate type and value and given at an appropriate time taking into account the reason for the gift;
• must be given openly, not secretly; and
• in the case of gifts, they must not be offered to, or accepted from, government officials or representatives, politicians or political parties.

The Company appreciates that the practice of giving business gifts varies between countries and regions and what may be normal and acceptable in one region may not be in another. The test to be applied is whether in all the circumstances the gift or hospitality is reasonable and justifiable both in the US and any other relevant country. The intention behind the gift should always be considered.

What is not acceptable?

It is not acceptable for any Associate (or someone on their behalf) to:

• give, promise to give, or offer, a payment, gift or hospitality with the expectation or hope that they or the Company will improperly be given a business advantage, or as a reward for a business advantage already improperly given;
• give, promise to give, or offer, a payment, gift or hospitality to a government official, agent or representative to facilitate or expedite a routine procedure;
• accept payment from a Third Party where it is known or suspected that it is offered or given with the expectation that the Third Party will improperly obtain a business advantage;
• accept a gift or hospitality from a Third Party where it is known or suspected that it is offered or provided with an expectation that a business advantage will be improperly provided by the Company in return;
• threaten or retaliate against another Associate who has refused to commit a bribery offence or who has raised concerns under this policy; or
• engage in any activity that might lead to a breach of this policy.

Facilitation payments and “kickbacks”

We do not make, and will not accept, facilitation payments or “kickbacks” of any kind, such as small, unofficial payments made to secure or expedite a routine government action by a government official, or payments made in return for a business favor or advantage.

Charitable Donations and Sponsorship

The Company only makes charitable donations and provides sponsorship that are legal and ethical under local laws and practices, and which are in accordance with the Company’s internal policies and procedures.

Record keeping

We keep appropriate financial records and have appropriate internal controls in place which evidence the business reason for gifts, hospitality and payments made and received.

Responsibilities and raising concerns

The prevention, detection and reporting of bribery and other forms of corruption are the responsibility of all those working for us or under our control. All Associates are required to avoid any activity that might lead to, or suggest, a breach of this policy.

Associates are required to notify the Company as soon as possible if it is believed or suspected that a conflict with this policy has occurred, or may occur in the future, or if they are offered a bribe, are asked to make one, suspect that this may happen in the future, or believe that they are a victim of another form of unlawful activity.

Any employee who breaches this policy may face disciplinary action, which could result in dismissal for gross misconduct. We reserve our right to terminate our contractual relationship with non-employee Associates if they breach this policy.

If any Third Party is aware of any activity by any Associate which might lead to, or suggest, a breach of this policy, they should raise their concerns with the Company’s CEO and/or Company Secretary.

Communication

All Associates will sign to acknowledge our zero-tolerance approach to bribery and corruption which will, where appropriate, be communicated to clients, suppliers, contractors and business partners.

Monitoring and review

The Company monitors the effectiveness and reviews the implementation of this policy at appropriate intervals, considering its suitability, adequacy and effectiveness. Any improvements identified are made as soon as possible.

All Associates are aware that they are responsible for the success of this policy and should ensure they use it to disclose any suspected danger or wrongdoing.  Any such disclosure will respect the rights of the whistleblower and no adverse retaliation of any form will be tolerated.