Code of Ethics and Business Conduct
1. Introduction and Purpose
Briskflow AI is committed to conducting business honestly, fairly, and lawfully, and to upholding high ethical standards in every market in which it operates. This Code of Ethics and Business Conduct (the “Code”) sets the standards that all Briskflow AI personnel and associated third parties must follow.
This Code is the foundation of Briskflow AI’s compliance program and evidence of its standards for customers, business partners, and regulators. Briskflow AI will:
- Make this Code available to its personnel and relevant third parties;
- Conduct periodic training so that personnel understand and apply it; and
- Review compliance periodically and update the Code as laws and business needs change.
2. Scope and Application
This Code applies, regardless of location, to all directors, officers, and employees of Briskflow AI, and to its resellers, contractors, agents, consultants, distributors, and other third parties who act for or on behalf of Briskflow AI (together, “you” or “personnel” where the context fits).
Where local law is less restrictive than this Code, you must still follow this Code. Where local law is more restrictive, you must follow that law. Local custom, business practice, or commercial pressure is never a justification for breaching this Code, and you must avoid even the appearance of impropriety.
3. Our Commitment to Lawful, Ethical Conduct
Briskflow AI has zero tolerance for bribery, corruption, and dishonest dealing. You are personally responsible for understanding the parts of this Code that apply to your role, asking when something is unclear, and reporting concerns promptly. Compliance is a condition of working for or with Briskflow AI.
4. Roles and Responsibilities
- The Board of Directors owns this Code and sets the tone from the top.
- The Chief Compliance Officer maintains the Code, runs training and due diligence, keeps the gifts and hospitality register, investigates concerns, and reports to the Board.
- All personnel must comply with the Code, complete required training, keep accurate records, obtain approvals where required, and raise concerns.
5. Antitrust and Competition Laws
Briskflow AI competes vigorously but fairly and complies with the antitrust and competition laws of every country in which it operates. These laws protect competition; breaching them can lead to large fines and imprisonment.
You must never agree or coordinate with a competitor to:
- Fix, control, or stabilize prices, whether directly or through a third party;
- Rig bids — including submitting non-competitive or “courtesy” bids, or abstaining from bidding, to steer a contract to a particular party;
- Boycott particular suppliers or customers;
- Divide or allocate markets, territories, or customers; or
- Limit production or the sale of products or services.
Do not discuss prices, costs, margins, production volumes, bids, or quotes for a specific customer with competitors. For any given opportunity, your competitors may include other resellers or channel partners, and sometimes a vendor’s own direct sales team. Some customer or supplier arrangements can also raise competition-law risk — for example below-cost (predatory) pricing, exclusive-dealing contracts, tie-in or bundled sales, resale-price agreements, and discriminatory pricing between comparable customers. If anyone — including an employee of a vendor or business partner — asks you to engage in prohibited conduct, decline and report it to Compliance.
6. Anti-Bribery and Anti-Corruption (Improper Payments)
You must never, directly or through any third party, offer, promise, authorise, give, request, or accept any bribe, kickback, or anything of value in order to improperly obtain or retain business or secure any improper advantage — for Briskflow AI, a business partner, yourself, or anyone else. This applies to the public and private sectors alike, and is prohibited by laws including the U.S. FCPA and the UK Bribery Act 2010, which carry severe penalties.
This prohibition covers anything of value given or offered to, or solicited or received from:
- Government and public-sector bodies — including public utilities, public higher education, public healthcare, and public international organisations — and their officials or employees;
- Political parties, party officials, and candidates for office;
- State-owned or state-controlled enterprises and their officials or employees; and
- Privately held companies and their employees, including the employees of customers, suppliers, and business partners, and any other third party.
“Anything of value” is interpreted broadly: cash and cash equivalents, gifts, lavish or excessive entertainment, travel (including sightseeing or other personal travel), charitable contributions, employment or internship opportunities, and similar benefits. It also covers benefits given to an official’s spouse, partner, child, or other relative to influence or reward an official action. Facilitation payments — small payments to speed up routine government actions such as processing permits or applications — are prohibited.
7. Anti-Money Laundering
Briskflow AI prohibits money laundering in any form — that is, disguising or channeling unlawfully obtained money, or making it appear legitimate. Know who you are doing business with, watch for suspicious circumstances (such as unusual payment structures, over- or under-payment, or requests to route funds through unrelated parties), and report any concerns to Compliance.
8. Economic Boycotts
You must not participate in, or provide information that could be construed to support, any international economic boycott that is not sanctioned by your government. If you receive a boycott-related request, do not respond to it and notify Compliance promptly, as such requests may carry reporting obligations.
9. Dealing with Government and the Public Sector
Rules for dealing with government and public-sector officials are stricter than for commercial customers, and conduct that is acceptable in the private sector may be improper or illegal with government. If you deal with any government entity or public international organization, you are responsible for knowing and following the procurement and contracting rules that apply, including the following:
- Do not seek or obtain non-public procurement-sensitive information, source-selection or pre-award information, or a competitor’s proprietary bid or proposal information.
- Ensure invoices submitted to government are accurate and comply with all invoicing and payment laws.
- Do not offer or give any gift, gratuity, favor, entertainment, loan, or anything of value to a government or public-sector official except where clearly permitted by applicable law, and maintain internal controls to ensure compliance.
- Do not offer, solicit, or pay any kickback to obtain or reward favorable treatment.
- Do not pay, or agree to pay, any contingent fee to obtain a government contract or influence government action, and do not receive contingent fees or take part in any influence or referral-fee arrangement on any transaction involving a government or public-sector end user (including public higher education, public healthcare, and utilities). Follow the compensation rules in any applicable partner or distribution agreement.
- If selling commercial products to the U.S. Government, comply with the applicable rules, including, where relevant, the GSA Multiple Award Schedule (MAS) regulations.
10. Lobbying of Government Officials
Lobbying is broadly any activity that seeks to influence laws, regulations, policies, or rules — and in some jurisdictions can include procurement and business-development activity. You are responsible for knowing when your activities count as lobbying and for complying with the applicable rules. Unless expressly authorised, you may not lobby government on behalf of a vendor or business partner, you may not use a partner’s government-relations consultants or lobbyists for your activities, and a partner may not use yours.
11. Gifts, Hospitality, and Business Courtesies
Modest, occasional business courtesies can be legitimate. Whether you are extending or receiving them, they are only acceptable where they are reasonable, ordinary, and proper; could not reasonably be seen as a bribe or an attempt to secure unfair preferential treatment; and comply with applicable laws and the recipient’s own rules. A simple test: would public disclosure of the courtesy embarrass you, Briskflow AI, or the recipient? If so, do not give or accept it.
Business courtesies must never be cash or cash equivalents, must be transparent and properly recorded, and must never be offered or accepted while a related decision, tender, or negotiation is pending. The thresholds below are illustrative starting points; set values appropriate to Briskflow AI.
| Scenario | Customer / private-sector contact | Government / public-sector officials |
|---|---|---|
| Below de minimis | Under USD 50 — generally acceptable | Pre-approval required for ANY value |
| Above de minimis | USD 50–250 — manager approval + register entry | Generally prohibited; only with Compliance approval |
| High value | Over USD 250 — Compliance pre-approval | Prohibited |
| Cash / cash equivalents | Never permitted | Never permitted |
If you are offered something outside these limits, decline politely and tell Compliance. Where refusing would cause offence, you may accept on Briskflow AI’s behalf, disclose it, and surrender it for Compliance to handle.
12. Commissions, Fees, and Third-Party Intermediaries
Third parties such as agents, consultants, resellers, and introducers are a major corruption-risk channel, and Briskflow AI can be liable for bribes paid on its behalf. Commissions and fees must reflect genuine, lawful services.
- Carry out risk-based due diligence before engaging a third party, and use written contracts with anti-corruption terms, audit rights, and termination rights.
- Ensure commissions and fees are reasonable and proportionate to the services actually provided, and supported by a valid contract and invoice.
- Pay only the contracted party, in its own name, in the country of performance or its home country — never in cash, to a third party, or to an unrelated jurisdiction.
- Remember the government-specific limits in Section 9 on contingent, influence, and referral fees.
13. Conflicts of Interest
A conflict of interest is any circumstance that could cast doubt on your ability to act objectively on behalf of Briskflow AI — for example a financial interest in a supplier, customer, or competitor, or steering business to a relative’s company. Disclose any actual, potential, or perceived conflict to [your manager and Compliance], and do not take part in decisions where you have a conflict.
14. Financial Integrity, Books, and Records
Accurate records are both a legal requirement and a key control against corruption. You must:
- Record all transactions — including those with vendors, distributors, and customers, and related order forms — fairly, accurately, and completely, and never create false, misleading, or artificial entries.
- Never enter into side agreements (oral or written), and never establish undisclosed or unrecorded funds or assets for any purpose.
- Handle and disburse funds only under a duly authorised written contract, with proper authority and documentation, and maintain internal financial controls.
- Ensure any request for a non-standard discount is accurate and commercially justified, and use any approved discount only for its disclosed purpose. Never structure a transaction to create extra margin for an undisclosed or unapproved purpose, including to reward a customer, employee, or other third party.
- Never engage in “pre-loading” or “channel stuffing” — only place an order with a vendor or distributor after receiving a genuine corresponding order from an end user. Report any request to do otherwise to Compliance.
15. Intellectual Property and Confidentiality
Briskflow AI respects the intellectual property of its vendors, business partners, and others. Do not use a partner’s or third party’s intellectual property, confidential information, patented technology, documentation, or copyrighted software without written permission or beyond the agreed scope of work, and do not reproduce copyrighted software without authorisation.
Safeguard confidential information — such as source code, product and development plans, non-public pricing, marketing and sales plans, contracts, and customer or employee data. Share it only as needed in the ordinary course of business, store it securely, observe applicable data-privacy standards, and disclose it internally only on a need-to-know basis.
16. Securities and Insider Trading
If, through a business relationship, you obtain material non-public (“inside”) information about a partner, customer, or other company, you must not trade in the relevant securities and must not pass that information to others (“tipping”). These restrictions also apply to your immediate family. Material information is anything a reasonable investor would consider important to a decision to buy, hold, or sell — for example unreleased financial results, major transactions, or the gain or loss of a significant customer. Comply fully with applicable securities and insider-trading laws.
17. Trade Compliance (Export and Import Controls)
Briskflow AI complies with applicable U.S. and global trade laws governing imports, exports, re-exports, and the use of controlled commodities, technology, and data. You are responsible for understanding how these rules apply to your activities and for ensuring that no technology, data, software, or materials are imported or exported, directly or indirectly, in violation of them. Violations can lead to loss of trade privileges, fines, and imprisonment.
18. Fair Competition, Advertising, and Contracting
Briskflow AI competes fairly and honestly. Unfair or deceptive practices are prohibited — including false or misleading statements about Briskflow AI’s or a partner’s products or services, false disparagement of a competitor, unsubstantiated product claims, and misuse of others’ trademarks in ways that confuse customers about the source of a product or service. Personnel involved in selling, negotiating, or delivering must honour contractual terms and ensure that all statements and representations to customers are accurate and truthful.
19. Fair Employment and Anti-Harassment
Briskflow AI supports equal employment and business opportunity and prohibits discrimination on the basis of any characteristic protected by applicable law — including race, colour, religion, national origin or ancestry, sex or gender, gender identity or expression, sexual orientation, age, disability, pregnancy, marital status, genetic information, military or veteran status, and political affiliation. Harassment of any kind is prohibited, and Briskflow AI expects everyone to promote a respectful workplace, consistent with local law.
20. Human Rights, Anti-Slavery, and Labor Standards
Briskflow AI upholds the human rights of workers and treats them with dignity and respect. Employment must be freely chosen: child labour, human trafficking, forced labour, and slavery are strictly prohibited. Briskflow AI complies with applicable wage and labour laws and prohibits physical abuse, harassment, and discrimination.
21. Environment, Health, and Safety
Briskflow AI complies with applicable environmental, health, and safety laws, works to reduce its consumption of resources and its generation of waste, and provides a safe and healthy workplace. Briskflow AI takes reasonable steps to identify and minimise workplace hazards and to prevent accidents and injuries.
22. Cooperation with Due Diligence and Audits
Briskflow AI will cooperate with the onboarding, due-diligence, and compliance processes of its customers and business partners, and provide truthful and accurate responses to reasonable requests for information — for example about company structure, ownership, potential conflicts of interest, and compliance with applicable laws. Briskflow AI understands that further information may be requested at any time, that outstanding compliance issues may need to be resolved before Briskflow AI can participate in certain programs, discounts, or benefits, and that it may be audited as provided in the applicable agreement. Failure to respond truthfully and accurately may result in suspension or termination of the relationship.
23. Reporting Concerns and Non-Retaliation
If you know or suspect a breach of this Code or the law, or you are unsure how to act, speak up promptly. You can raise a concern internally through your manager, senior management, or Compliance:
- Briskflow AI Compliance: compliance@briskflowai.ai
- Whistleblower Protection: Your identity will stay safe, you can reach out to compliance@briskflowai.ai
Where a customer or business partner provides its own ethics reporting channel or helpline, you are also expected to use it, in good faith, to report conduct you believe may violate that partner’s code or the law, and to give reasonable assistance with any investigation.
Briskflow AI prohibits retaliation against anyone who raises a concern in good faith or refuses to take part in bribery or other misconduct, even if business is lost as a result. Reports are handled as confidentially as possible. Making a knowingly false report in bad faith is itself a disciplinary matter.
24. Training, Acknowledgment, and Review
- All personnel complete training on this Code on joining and at regular intervals e.g., annually, with enhanced training for higher-risk roles.
- Personnel certify periodically that they have read, understood, and complied with the Code (see Appendix C).
- Compliance reviews the Code at least annually, and whenever the law or Briskflow AI’s business changes materially, and makes the Code available to personnel and relevant third parties.
25. Enforcement
Breaching this Code is a serious matter and may result in disciplinary action up to and including dismissal, and termination of contracts for third parties. Corruption and related offences can also bring criminal and civil liability for individuals and for Briskflow AI.
A breach may also have consequences under Briskflow AI’s agreements with customers and business partners — including suspension or termination of those agreements and loss of associated fees or benefits, as permitted by applicable law. Upholding this Code protects Briskflow AI’s people, its customers, and its business relationships.
Appendix A — Do and Don’t (Quick Reference)
| DO | DON’T |
|---|---|
| Compete fairly; comply with antitrust and trade laws. | Discuss prices, bids, or customers with competitors. |
| Keep gifts modest, transparent, and recorded. | Give or accept cash, or anything to an official without approval. |
| Order from vendors only against a genuine end-user order. | Pre-load or channel-stuff; create side agreements. |
| Record every transaction accurately and completely. | Structure deals to create hidden margin or rewards. |
| Protect partners’ IP and confidential information. | Trade or tip on inside information from business dealings. |
| Cooperate truthfully with due diligence and audits. | Lobby government on a partner’s behalf without authorization. |
| Speak up and report concerns in good faith. | Retaliate against anyone who reports a concern. |