Anti-Corruption Policy

Last Updated and Effective Date: March 2025

DerbySoft is committed to conducting business ethically and with the utmost integrity in all its operations throughout the world.   

This Anti-Corruption Policy (the “Policy”) relates to and requires compliance with all applicable laws and regulations on bribery and corruption, including, but not limited to, the U.S. Foreign Corrupt Practices Act (FCPA), the UK Bribery Act (2010), and other applicable anti-bribery statutes and implementing rules and regulations. 

The purpose of this Policy is to outline and explain the prohibitions against bribery and corruption in all of DerbySoft’s operations, to highlight the specific compliance requirements relating to these prohibitions, and to reinforce the Company’s commitment to conducting business globally with the highest level of honesty and integrity. 

Violating applicable anti-corruption laws potentially exposes DerbySoft, its employees, and any third-party intermediaries (regardless of nationality or location of residence) to significant criminal and civil liability, fines, and penalties. 

In short, as set forth below, no one associated with DerbySoft may authorize or tolerate any business practice that does not comply with this Policy. Any DerbySoft employees, officers, directors, subsidiaries, or affiliates on behalf of the Company who violate this Policy may be subject to discipline, as determined by the Company, including termination of employment. DerbySoft also expects anyone who acts on behalf, or in the interest, of DerbySoft- including but not limited to joint ventures, agents, distributors, and consultants (“Business Associates”) to comply with all applicable anti-bribery and anti-corruption laws and this Policy. Business Associates shall not take any actions for the purpose of circumventing these requirements under this Policy. Violations of this Policy by any employee or Business Associate are deemed a material breach of the contract and may be subject to disciplinary action, including up to immediate termination of the contract.    

REQUIREMENTS OF THE ANTI-CORRUPTION POLICY

Neither the Company nor any third party acting on the Company’s behalf shall offer, promise, authorize or pay “anything of value” to any “government official” or any other person or entity, including those in the private or commercial sector, where it is intended to induce the recipient to misuse their position or to obtain an improper “business advantage.” 

No Company employee or Business Associate shall request or accept a Bribe, as more fully defined below. In addition, any action that creates even the appearance of impropriety must be avoided.

For purposes of this Policy:

  • “Anything of value” includes, but is not limited to, cash, cash equivalents (such as gift cards), gifts, travel, meals, entertainment, use of vehicles, accommodations or valuable favors, such as educational and employment opportunities for friends and relatives, loans, and use of vacation property. For purposes of this Policy, a “thing of value” has no minimum value. Even a small gift is a “thing of value.”
  • “Bribe” is an offer, request, promise, authorization to pay, or payment or receipt of “anything of value” to or from any “government official” or any other person or entity, including persons or entities in the private or commercial sector, where it is intended to induce the recipient to misuse their position or to obtain an improper “business advantage.”
  • “Business advantage” is broadly defined. It includes obtaining or retaining business, obtaining preferential treatment, or securing political or business concessions.
  • “Government” is defined to include all levels and subdivisions of government (for example, local, provincial, state, regional, national, and the administrative, legislative, judicial, and executive branches).
  • “Government Official” is any elected or appointed government official or employee, no matter what level (for example, local, state, or national) or branch (for example, legislative, executive, or judicial); any employee or other person acting for or on behalf of a Government Official, agency, instrumentality or enterprise that performs a government function; any employee or other person acting for or on behalf of any entity that is either controlled by or more than 50% beneficially owned by a government (including through state-owned entities and sovereign wealth funds); any political party, officer, employee or other person acting for or on behalf of a political party, or any candidate for public office; any employee or person acting for or on behalf of a public international organization (for example, United Nations, World Bank, etc.); any formal or informal leaders of Indigenous communities; or any officer, employee or person acting for a regional or local authority.
  • “Intermediary” means any third party, regardless of title, who represents the Company; acts with discretion on its behalf; or acts jointly with it, including commissioned sales agents, distributors, sales representatives, consultants, lobbyists, transportation or logistics providers, customs clearing agents, brokers, and joint venture partners, and any non-Company third parties operating under a power of attorney granted by the Company.

GIFTS AND HOSPITALITY

While gifts, hospitality, and travel may be appropriate in some situations, they shall not be given or accepted in violation of this Policy’s prohibition on bribery. Any and all gifts, hospitality, and travel provided on the Company’s behalf to any recipient, or received by any Company employee, must be:

  • reasonable in value and appropriate to the recipient’s position and the circumstances, infrequent, and not lavish;
  • in accordance with customary courtesies;
  • related to a legitimate business purpose;
  • permitted under applicable law; 
  • transparent and documented properly on the Company’s books and records; and
  • fully in compliance with DerbySoft’s policies and procedures as adopted by the Company.

Regarding “customary courtesies,” in many cultures, to forego gift giving would offend the sensibilities of potential customers. However, these practices create a “grey area” which can raise questions as to whether particular courtesies, including meals, gifts, and entertainment, may violate this Policy. To clarify any such instances, gifts, hospitality, and travel must follow the guidelines identified above. To the extent there are any questions about whether a courtesy does not adhere to any of these principles, those questions should be raised to the Legal Department as soon as possible, and in each instance, before the courtesy is provided to another party. 

No gift of cash or any cash equivalent is ever permitted to be given to or for the benefit of any third party, or requested or accepted by any Company employee or Business Associate, unless specifically authorized by the Finance and Legal departments. In addition, any gift that has a value in excess of $250 USD per person, if the recipient is not a Government Official, requires prior written approval from the Legal Department.

There are special rules when the intended recipient is a Government Official. Any gifts, hospitality, or travel, irrespective of the value, require prior written approval from the Legal and Finance Departments.  

PROPER ACCOUNTING; ACCURATE BOOKS AND RECORDS

The Company must maintain a system of internal accounting controls and keep its books and records, in reasonable detail, that accurately and fairly reflect transactions and the disposition of assets.

All payments and other entries must be properly recorded in the Company’s books and records. False, misleading, or incomplete entries in the Company’s books, records, and other business documents are prohibited. Transactions that require or contemplate the making of false or fictitious records, in whole or in part, are prohibited.

No undisclosed or unrecorded funds or accounts may be established for any purpose. Circumventing or evading the Company’s internal accounting controls, or any attempt to do so, is prohibited.

All payments on behalf of the Company must be approved and supported with appropriate documentation.

No payments shall be made with the intention or understanding that all or any part of the payment is to be used for any purpose other than the specific purpose described by the documents supporting the payment.

These requirements apply to all transactions regardless of financial materiality.

MONEY LAUNDERING

Money laundering is the process by which one conceals or disguises the existence of an illegal source of income to make it appear legitimate. Use of proceeds tainted by such illegality can give rise to liability in countries in which the Company operates. Employees or Business Associates are required to contact a representative of DerbySoft’s Legal Department if they become aware of any circumstances leading them to suspect that any transaction might involve the payment or the receipt of proceeds of any unlawful activity.

FACILITATION PAYMENTS

Facilitation or “grease” payments, defined as payments to low-level Government Officials made in order to expedite the performance of routine, non-discretionary government action, are expressly prohibited.

CHARITABLE CONTRIBUTIONS AND POLITICAL DONATIONS

To minimize the risk of third parties acting as conduits for Bribes, monetary contributions by the Company to any charities, social projects, and funds, including schools, educational funds, and infrastructure projects, must comply with all proper financial procedures, including accounting records and documentation.

In addition, the use of Company funds, property, services, or things of value for or in aid of political parties or candidates for public office is prohibited. 

REPORTING CONCERNS AND RAISING QUESTIONS

Every employee and Business Associate at DerbySoft is empowered to speak up and report concerns or misconduct. Our Company’s commitment to maintaining an ethical culture, in which all are encouraged to voice opinions and concerns, is the foundation of our success. 

If something does not feel right, each of us should feel empowered to take action without the fear of retaliation. When anyone sees or suspects misconduct, including suspected violations of this Policy, DerbySoft’s Code of Conduct, Company policies, or the law, we expect our employees, managers, executives and contingent staff to speak up promptly.

The following resources are available to our employee to seek advice or speak up: 

No employee or Business Associate will be retaliated against or punished for reporting a violation in good faith. Anyone engaging in retaliation against an employee who reports misconduct is in violation of this Anti-Corruption Policy and may face disciplinary action, up to and including termination. For any ethics or compliance questions or questions about this Anti-Corruption Policy, please contact the Legal Department at legal@derbysoft.net.