Purpose

We are Prelude Software Limited (“Prelude”, “the Company”, “we”, “us” or “our”), a company registered in England and Wales under company number 2985428, whose registered office is at Tondu Enterprise Centre, Bryn Road, Aberkenfig, Bridgend CF32 9BS.  We have created this bribery & ethical policy to demonstrate our firm commitment to conduct ourselves at all times with the highest moral and professional standards.

We are committed to the practice of responsible corporate behaviour and to complying with all laws, regulations and other requirements that govern the conduct of our operations.  This includes instilling a strong anti-corruption culture and compliance with all anti-bribery and anti-corruption legislation including, but not limited to, the Bribery Act 2010 (“the Act”) and ensuring that no bribes or other corrupt payments, inducements or similar are made, offered, sought or obtained by us or anyone working on our behalf.

What is Bribery?

Bribery is defined as the giving or promising of a financial or other advantage to another party where that advantage is intended to induce the other party to perform a particular function improperly, to reward them for the same, or where the acceptance of that advantage is in itself improper conduct.

Bribery is also deemed to take place if any party requests or agrees to receive a financial or other advantage from another party where that advantage is intended to induce that party to perform a particular function improperly, where the acceptance of that advantage is in itself improper conduct, or where that party acts improperly in anticipation of such advantage.

Bribery of a foreign official is defined as the giving or promising of a financial or other advantage which is intended to influence the official in order to obtain business or an advantage in the conduct of business unless the foreign official is required or permitted by law to be influenced by such advantage.

What are the Consequences of Bribery?

Anyone or any organisation found guilty of bribery under the Act may face fines and/or prison terms.  In addition, high legal costs and adverse publicity are likely to result from any breach of the Act.

For our employees, failure to comply with this Policy and/or with the Act may result in:

• disciplinary action which may include dismissal; and
• criminal penalties under the Act which may result in a fine and/or imprisonment for up to 10 years.

For the Company, any breach of this Policy by any employee or business associate may result in:

• the Company being deemed to be in breach of the Act;
• the Company being subject to fines; and
• the Company suffering negative publicity and further associated damage as a result of such breach.

Scope of and Responsibility for Compliance with this Policy

This Policy applies to all employees, agents, contractors, subcontractors, consultants, business partners and any other parties (including individuals, partnerships and bodies corporate) associated with the Company or any of its subsidiaries.

It is the responsibility of all of the above-mentioned parties to ensure that bribery and unethical behaviour is prevented, detected and reported and all such reports should be made in accordance with the Company’s Whistleblowing Policy or as otherwise stated in this Policy, as appropriate.

The above-mentioned partied must not:

• give or promise any financial or other advantage to another party (or use a third party to do the same) on the Company’s behalf where that advantage is intended to induce the other party to perform a particular function improperly, to reward them for the same, or where the acceptance of that advantage will in itself constitute improper conduct;
• request or agree to receive any financial or other advantage from another party where that advantage is intended to induce the improper performance of a particular function, where the acceptance of that advantage will in itself constitute improper conduct, or where the recipient intends to act improperly in anticipation of such an advantage.

The above-mentioned partied must:

• be aware and alert at all times of all bribery risks as described in this Policy and in particular as set out in section 9 below;
• exercise due diligence at all times when dealing with third parties on behalf of the Company; and
• report any and all concerns relating to bribery to Managing Director or Head of Legal or, in the case of non-employees, their normal point of contact within the Company, or otherwise in accordance with the Company’s Whistleblowing Policy.

Facilitation Payments

A facilitation payment is defined as a small payment made to officials in order to ensure or speed up the performance of routine or necessary functions.

Facilitation payments constitute bribes and, other than in limited circumstances where your life is in danger, may not be made at any time irrespective of prevailing business customs in certain territories.

Any such payment made must be reported to the Managing Director or Head of Legal as soon as is reasonably possible and practicable.

Gifts and Hospitality

Gifts and hospitality remain a legitimate part of conducting business and should be provided only in compliance with the Company’s Gifts and Hospitality Policy.

Gifts and hospitality can, when excessive, constitute a bribe and/or a conflict of interest.  Care and due diligence should be exercised at all times when giving or receiving any form of gift or hospitality on behalf of the Company.

The following general principles apply:

• Gifts and hospitality may neither be given nor received as rewards, inducements or encouragement for preferential treatment or inappropriate or dishonest conduct.
• Neither gifts nor hospitality should be actively sought or encouraged from any party, nor should the impression be given that the award of any business, custom, contract or similar will be in any way conditional on gifts or hospitality.
• Cash should be neither given nor received as a gift under any circumstances.
• Gifts and hospitality to or from relevant parties should be generally avoided at the time of contracts being tendered or awarded.
• The value of all gifts and hospitality, whether given or received, should be proportionate to the matter to which they relate and should not be unusually high or generous when compared to prevailing practices in our industry or sector.
• Certain gifts which would otherwise be in breach of this Policy and/or the Hospitality and Gifts Policy may be accepted if refusal would cause significant and/or cultural offence, however the Company will donate any gifts accepted for such reasons to a charity of Managing Director’s choosing.
• All gifts and hospitality, whether given or received, must be recorded in the Hospitality & Gifts Register.

Charitable Donations

Charitable donations are permitted only to registered (non-profit) charities.  No charitable donations may be given to any organisation that is not a registered charity.

All charitable donations must be fully recorded in the Company’s Preferred Charities Register.

Proof of receipt of all charitable donations must be obtained from the recipient organisation.

Under no circumstances may charitable donations be made in cash.

No charitable donation may be made at the request of any party where that donation may result in improper conduct.

Political Donations

The Company does not make political donations and the Company is not affiliated with any political party, independent candidate, or with any other organisation whose activities are primarily political.

Employees and other associated parties are free to make personal donations provided such payments are not purported to be made on behalf of the Company and are not made to obtain any form of advantage in any business transaction.

Due Diligence and Risks

The following issues should be considered with care in any and all transactions, dealings with officials, and other business matters concerning third parties:

• Territorial risks, particularly the prevalence of bribery and corruption in a particular country;
• Cross-border payments, particularly those involving such territories;
• Requests for cash payment, payment through intermediaries or other unusual methods of payment;
• Activities requiring the Company and/or any associated party to obtain permits or other forms of official authorisation;
• Transactions involving the import or export of goods.

Corporate Ethics

The Company is committed to the practice of responsible corporate behaviour.

Through its business practices the Company seeks to protect and promote the human rights and basic freedoms of all its employees and agents.

Further the Company is committed to protecting the rights of all of those whose work contributes to the success of the Company, including those employees and agents of suppliers to the Company.

The Company is also committed to eliminating bribery and corruption. It is essential that all employees and persons associated with the Company adhere to this policy and abstain from giving or receiving bribes of any form.

This policy is non-exhaustive, and all aspects of the Company’s business should be considered in the spirit of this policy.

Human Rights

The Company is vehemently opposed to the use of slavery in all forms; cruel, inhuman or degrading punishments; and any attempt to control or reduce freedom of thought, conscience and religion.

The Company will ensure that all of its employees, agents and contractors are entitled to their human rights as set out in the Universal Declaration of Human Rights and the Human Rights Act 1998.

The Company will not enter into any business arrangement with any person, company or organisation which fails to uphold the human rights of its workers or who breach the human rights of those affected by the organisation’s activities.

Workers’ Rights

The Company is committed to complying with all relevant employment legislation and regulations. The Company regards such regulations and legislation as the minimum rather than the recommended standard.

No worker should be discriminated against on the basis of age, gender, race, sexual orientation, religion or beliefs, gender reassignment, marital status or pregnancy. All workers should be treated equally. Workers with the same experience and qualifications should receive equal pay for equal work.

No worker should be prevented from joining or forming a staff association or trade union, nor should any worker suffer any detriment as a result of joining, or failing to join, any such organisation.

Workers should be aware of the terms and conditions of their employment or engagement from the outset. In particular workers must be made aware of the wage that they receive, when and how it is to be paid, the hours that they must work and any legal limit which exists for their protection and any overtime provisions. Workers should also be allowed such annual leave, sick leave, maternity / paternity leave and such other leave as is granted by legislation as a minimum.

The Company does not accept any corporal punishment, harassment in any form, or bullying in any form.

Environmental Issues

The Company is committed to keeping the environmental impact of its activities to a minimum and has established an Environmental Policy in order help achieve this aim. Copies of the Environmental Policy are available from Head of Legal.

As an absolute minimum, the Company will ensure that it meets all applicable environmental laws in whichever jurisdiction it may be operating.

Conflicts of Interest

The Company holds as fundamental to its success the trust and confidence of those with whom it deals, including clients, suppliers and employees. Conflicts of interest potentially undermine the relationship of the Company with its partners.

In order to help preserve and strengthen these relationships the Company has developed a Corporate Hospitality and Gifts Policy, which provide rules and guidelines concerning the conduct of its officers and employees aimed at minimising the possibility of conflicts of interest and at avoiding risks associated with bribery and corruption. Copies of the Corporate Hospitality and Gifts Policy are available from Head of Legal.

All officers, employees and representatives of the Company are expected to act honestly and within the law.

Information and Confidentiality

Information received by employees, contractors or agents of the Company will not be used for any personal gain, nor will it be used for any purpose beyond that for which it was given.

The Company will at all times ensure that it complies with all applicable requirements of the Data Protection Legislation. “Data Protection Legislation” means (1) unless and until General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations, and secondary legislation (as amended  from time to time) in the UK and subsequently (2) any legislation that succeeds the GDPR.

Shareholders and Investors

The Company, its officers, employees and representatives are committed to ensuring that no act or omission that is within their power and that would have the effect of deliberately, negligently or recklessly misleading the shareholders, creditors or other investors in the Company occurs.

Suppliers and Partners

The Company expects all suppliers and partners to work towards and uphold similar ethical and moral standards.

The Company will investigate the ethical record of potential new suppliers before entering into any agreement. Further, the Company reserves the right to request information from suppliers regarding the production and sources of goods supplied.

The Company reserves the right to withdraw from any agreement or other arrangement with any supplier or partner who is found to have acted in contravention of the spirit or principles of this Ethical