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Anti-Corruption & Business Ethics Policy

1. Purpose

Briskflow AI is committed to conducting business honestly, fairly, and with the highest standards of integrity. This Policy sets out the standards that everyone acting for or on behalf of Briskflow AI must follow to prevent bribery and corruption, and to ensure that gifts, hospitality, commissions, sponsorships, and dealings with customers and Government Officials are handled lawfully and transparently.

The objectives of this Policy are to:

  • Set out Briskflow AI’s zero-tolerance position on bribery and corruption in all its forms, whether involving the public or private sector.
  • Ensure compliance with all applicable anti-corruption laws, including the United States Foreign Corrupt Practices Act (FCPA), the UK Bribery Act 2010, and the anti-corruption laws of every jurisdiction in which Briskflow AI operates.
  • Give clear, practical guidance on giving and receiving gifts and hospitality, paying commissions, engaging third parties, and interacting with Government Officials.
  • Protect Briskflow AI, its personnel, and its reputation from the serious legal, financial, and commercial consequences of corrupt conduct.

2. Scope and Application

This Policy applies to everyone who works for or on behalf of Briskflow AI, regardless of location, role, or seniority, including:

  • Directors, officers, and employees (permanent, fixed-term, and temporary).
  • Contractors, secondees, interns, and agency staff.
  • Third parties acting for or on behalf of Briskflow AI — such as agents, consultants, distributors, resellers, brokers, introducers, joint-venture partners, and other intermediaries (collectively, “Third Parties”). Briskflow AI can be held legally responsible for bribes paid by Third Parties on its behalf.

In this Policy, “personnel” and “you” refer to all individuals in the first two categories above. Where this Policy conflicts with local law, the stricter standard applies. Local custom, business practice, or commercial pressure is never an excuse for breaching this Policy.

3. Policy Statement — Zero Tolerance

Briskflow AI has a zero-tolerance approach to bribery and corruption. You must never, directly or through a Third Party:

  1. Offer, promise, give, or authorize the giving of anything of value to improperly obtain or retain business or to secure any improper business advantage; or
  2. Request, agree to receive, or accept anything of value where doing so is intended to influence — or could reasonably appear to influence — a business decision or to reward improper performance.

This prohibition applies whether the other party is a private individual or business (commercial bribery) or a Government Official (public-sector bribery), and whether the conduct occurs in Briskflow AI’s home jurisdiction or abroad. It applies even if no business is ultimately won and even if the improper benefit is requested by the other party.

4. Key Definitions

Term Meaning
Bribe A financial or other advantage offered, given, requested, or accepted to induce or reward the improper performance of a function or activity, or to influence a decision.
Bribery Offering, promising, giving, requesting, agreeing to receive, or accepting a bribe.
Corruption The abuse of an entrusted position or power for private gain, including bribery, kickbacks, embezzlement, and fraud.
Anything of value Any benefit, whether or not it has a fixed monetary value — including cash and cash equivalents, gifts, meals, travel, entertainment, loans, discounts, services, favours, charitable or political contributions made at another’s request, job or internship offers, and confidential information.
Government Official Any officer or employee of a government or any department, agency, or instrumentality (including state-owned or state-controlled enterprises); officials of public international organizations; political parties, their officials, and candidates for political office; and anyone acting in an official capacity for or on behalf of any of these. The term is interpreted broadly.
Facilitation payment A small, typically unofficial payment made to a Government Official to secure or speed up a routine, non-discretionary government action (e.g., processing a permit). Sometimes called a “grease” payment.
Kickback The return of a sum already paid, or to be paid, as a reward for awarding or facilitating business.
Gift Anything of value given to or received from a person or organization with whom Briskflow AI does or may do business, without the recipient paying its full value.
Hospitality / Entertainment Meals, refreshments, travel, accommodation, events, or similar benefits provided to or received from a business contact.
Third Party Any external individual or organization that Briskflow AI engages or interacts with, including customers, suppliers, agents, consultants, distributors, resellers, introducers, and joint-venture partners.
Conflict of interest Any situation where personal, family, or financial interests could improperly influence — or appear to influence — your judgement or actions on behalf of Briskflow AI.

5. Roles and Responsibilities

5.1 Board and senior management

  • The Board of Directors owns this Policy, sets the “tone from the top,” and provides oversight of anti-corruption risk.
  • Senior management is responsible for embedding this Policy in their teams, leading by example, and ensuring adequate resources for compliance.

5.2 Compliance function

  • The Chief Compliance Officer maintains this Policy, oversees the gifts and hospitality register, manages Third-Party due diligence, delivers training, investigates concerns, and reports to the Board/Audit Committee.

5.3 All personnel

  • Read, understand, and comply with this Policy.
  • Complete required training and certifications.
  • Obtain pre-approval and record gifts, hospitality, and Third-Party arrangements as required.
  • Raise concerns promptly through the channels in Section 15.

6. Prohibition of Bribery and Corruption

You must not, directly or indirectly through any Third Party:

  • Offer, promise, give, or authorize any bribe, kickback, or other improper payment or benefit to anyone, including any customer, supplier, or Government Official.
  • Solicit, agree to receive, or accept any bribe, kickback, or improper benefit from anyone.
  • Use a Third Party (such as an agent or consultant) to make or receive a payment you could not lawfully make or receive yourself, or where you know or suspect it may be used for an improper purpose.
  • Take or threaten any retaliatory or detrimental action against anyone who refuses to pay or accept a bribe, or who raises a concern in good faith.

“Indirectly” matters: you cannot do through a Third Party what you are prohibited from doing yourself. Deliberately ignoring obvious warning signs (“wilful blindness”) is treated the same as actual knowledge.

7. Gifts, Hospitality, and Entertainment

Modest, occasional business gifts and hospitality can be a legitimate part of building relationships. They are only acceptable where they meet ALL of the following tests:

  1. Genuine and proportionate — reasonable in value and frequency, and appropriate to the business relationship and occasion.
  2. Bona fide intent — not intended, and unlikely to be perceived, to improperly influence a decision or obtain an advantage.
  3. Transparent — given or received openly, never secretly, and properly recorded in the gifts and hospitality register.
  4. Not cash — never cash or cash equivalents (e.g., gift cards, vouchers, loans, securities).
  5. Lawful and compliant — lawful in the relevant jurisdiction and permitted by the recipient’s own organization’s rules.
  6. Properly timed — never offered or accepted while a contract, tender, decision, or negotiation involving the other party is pending.
  7. Approval thresholds and register — the thresholds below are illustrative starting points; set values appropriate to Briskflow AI. All gifts and hospitality at or above the recording threshold must be logged in the register, regardless of whether they are given or received.
    Scenario Standard (customer / private-sector contact) Government Officials
    Value below de minimis Under USD 50 — generally acceptable; record if recurring Pre-approval required for ANY value
    Value above de minimis USD 50–250 — requires manager approval and register entry Generally prohibited; only with prior Compliance approval
    High value Over USD 250 — requires Compliance pre-approval Prohibited
    Cash / cash equivalents Never permitted Never permitted
    Travel & accommodation Only if directly related to a bona fide business purpose and pre-approved Compliance pre-approval required; bona fide & documented

If you are offered a gift or hospitality that exceeds the limits or that you are unsure about, politely decline or do not accept it, and notify Compliance team. Where declining would cause offence or is impractical, you may accept on behalf of Briskflow AI, disclose it to Compliance, and surrender it to be shared, donated, or raffled, as Compliance directs.

8. Dealings with Government Officials

Interactions with Government Officials carry heightened risk, because even small benefits can breach laws such as the FCPA and the UK Bribery Act. Remember that the term is broad — it includes employees of state-owned or state-controlled entities, officials of public international organizations, and political party officials and candidates.

  • Pre-approval from Compliance is required before offering anything of value to a Government Official, including meals, gifts, hospitality, travel, or charitable or sponsorship arrangements connected to them.
  • Never make a payment, or provide a benefit, to a Government Official’s family member, associate, or nominated charity in order to gain an improper advantage.
  • Keep accurate, contemporaneous records of all interactions with Government Officials involving anything of value.
  • Engaging former Government Officials, or hiring relatives of officials, can create risk — obtain Compliance approval first.

9. Facilitation Payments

Facilitation payments are prohibited under this Policy, without exception for routine business convenience. While the FCPA contains a narrow exception for certain facilitating payments, they are illegal under the UK Bribery Act and many local laws. To keep a single, simple global standard, Briskflow AI does not permit them.

The only situation in which a payment that might resemble a facilitation payment may be made is one of genuine duress — where there is an imminent threat to someone’s health, safety, liberty, or life. In that case, prioritise personal safety, make the minimum payment necessary, and report it to Compliance immediately so it can be accurately recorded.

10. Commissions, Fees, and Third-Party Intermediaries

Third Parties such as agents, consultants, distributors, and introducers are one of the most common sources of corruption risk. Briskflow AI can be held liable for bribes paid by a Third Party acting on its behalf. Commissions and fees must always reflect genuine, legitimate services.

10.1 Before engaging a Third Party

  • Conduct risk-based due diligence on the Third Party, its owners, and its reputation, proportionate to the corruption risk (jurisdiction, sector, interaction with Government Officials).
  • Confirm there is a genuine business need and that the Third Party is qualified to provide the services.
  • Use a written contract that includes anti-corruption representations and warranties, the right to audit, and the right to terminate for breach. Use [Briskflow AI’s approved anti-corruption clauses].
  • Obtain Compliance approval for higher-risk engagements before signing.

10.2 Commissions, fees, and payments

  • Ensure commissions and fees are reasonable, commensurate with the services actually performed, and supported by a valid contract and invoice.
  • Pay only to the contracted Third Party, in the country of performance or its home country, and into a bank account in its own name.
  • Do not agree to unusual payment requests — such as cash, payment to a third party or numbered account, payment in a different country, over-invoicing, or success fees disproportionate to the work.
  • Monitor the relationship on an ongoing basis and refresh due diligence periodically.

11. Political Contributions, Charitable Donations, and Sponsorships

  • Political contributions on behalf of Briskflow AI are only permitted where lawful and approved in advance by the Board / General Counsel. Personal political activity must be kept separate from Briskflow AI and never represented as the company’s.
  • Charitable donations must support genuine charitable purposes, never be a disguised route to improperly influence a customer or Government Official, and be subject to due diligence and approval. Be especially cautious where a donation is requested by, or benefits, someone in a position to award business.
  • Sponsorships must have a legitimate business rationale, be documented, and be approved in line with this Policy.

12. Conflicts of Interest

You must avoid situations where personal, family, or financial interests conflict — or could appear to conflict — with your duties to Briskflow AI. Examples include having a financial interest in a supplier or customer, awarding business to a relative’s company, or accepting outside roles that compete with Briskflow AI.

Disclose any actual, potential, or perceived conflict of interest to your manager and Compliance team promptly so it can be managed. Do not participate in decisions where you have a conflict.

13. Books, Records, and Internal Controls

Accurate records are a legal requirement and a key defence against corruption. You must:

  • Ensure all transactions are recorded fairly, accurately, and in reasonable detail in Briskflow AI’s books and records.
  • Never create false, misleading, incomplete, or artificial entries, and never establish undisclosed or off-book accounts or funds for any purpose.
  • Support all payments with legitimate documentation (contracts, invoices, approvals) and ensure expense claims accurately describe gifts and hospitality.
  • Maintain and follow the internal controls and approval processes that support this Policy.

14. Red Flags

The following warning signs may indicate a corruption risk. They do not automatically mean wrongdoing, but they must be escalated to Compliance and resolved before proceeding:

  • A Third Party requests payment in cash, to a third party, to an offshore or numbered account, or in a country unconnected to the work.
  • A Third Party refuses to provide anti-corruption certifications or to agree to anti-corruption contract terms.
  • A commission, fee, or discount appears excessive or disproportionate to the services provided.
  • A Third Party lacks the qualifications, staff, or resources to perform the services, or has a known reputation for paying bribes.
  • A Third Party is recommended or required by a Government Official or customer, or has undisclosed connections to one.
  • There is unusual urgency, secrecy, or reluctance to document the arrangement.
  • A customer or official requests a personal benefit, donation, or sponsorship in connection with a decision.
  • The transaction involves a high-risk jurisdiction or sector.

15. Raising Concerns and Whistleblower Protection

If you know or suspect that this Policy has been or may be breached, or you are unsure how to act, you must speak up promptly. Early reporting allows Briskflow AI to address issues before they escalate.

You can raise a concern through any of these channels:

Briskflow AI strictly prohibits retaliation against anyone who, in good faith, raises a concern or refuses to participate in bribery — even if it means losing business. Concerns will be handled confidentially as far as possible and investigated fairly. Knowingly making a false report in bad faith is itself a disciplinary matter.

16. Training and Communication

  • All personnel must complete anti-corruption training on joining and at regular intervals thereafter annually. Higher-risk roles receive enhanced training.
  • Personnel may be required to certify periodically that they have read, understood, and complied with this Policy.
  • This Policy is communicated to relevant Third Parties, and its principles reflected in Briskflow AI’s contracts and supplier code of conduct.

17. Consequences of Non-Compliance

Breaching this Policy is treated as a serious matter. For individuals, it may result in disciplinary action up to and including dismissal, and termination of contracts for Third Parties.

Corruption is also a criminal offence. Individuals can face substantial fines and imprisonment, and Briskflow AI can face severe fines, debarment from public contracts, and lasting reputational damage. These consequences are why compliance is non-negotiable.

18. Monitoring, Review, and Governance

  • The Compliance team monitors compliance with this Policy, maintains the relevant registers, and reports periodically to the Board / Audit Committee.
  • This Policy is reviewed at least annually, and whenever there is a significant change in law, regulation, or Briskflow AI’s business or risk profile.
  • Questions about this Policy should be directed to the Compliance function.

Appendix A — Quick Reference: Do and Don’t

DO DON’T
Keep gifts and hospitality modest, occasional, and transparent. Offer or accept cash or cash equivalents — ever.
Record gifts, hospitality, and approvals in the register. Give anything to a Government Official without pre-approval.
Conduct due diligence before engaging Third Parties. Use an agent to do what you couldn’t do yourself.
Pay commissions that match genuine services, properly documented. Agree to unusual payment routes (cash, offshore, third parties).
Speak up and report concerns promptly and in good faith. Ignore red flags or assume “someone else” will deal with it.
Ask Compliance whenever you are unsure. Make facilitation payments to speed up routine actions.