Expansys Plc and its subsidiaries: Expansys UK Limited, Expansys Inc, Expansys Nomatica SAS, Expansys (Hong Kong) Limited, Data Select Network Solutions Limited, PJ Media Limited, and PJ Media Interactive SARL (the “Group”)

Anti-bribery & corruption

1. Introduction

1.1 Expansys Group is an online retailer of electronic goods. We pride ourselves on our reputation for acting professionally, fairly and with integrity wherever we do business.

1.2 We take a zero-tolerance approach to bribery and corruption. All our employees must comply with our anti-bribery programme. We expect those that we do business with to take a similar zero-tolerance approach to bribery.

1.3 This note sets out a brief overview of our approach and our anti-bribery and corruption programme.

2. Consequences of bribery

2.1 Bribery is a criminal activity and has a serious detrimental impact on society. Expansys Group could be subject to a significant fine and suffer lasting reputational damage if convicted of a bribery offence. Our employees could face imprisonment if convicted.

2.2 We will not tolerate bribery in our business or in those we do business with.

3. Ethical principles

3.1 Our reputation as an ethical company and trusted business partner is of great importance to us. We have an anti-bribery policy in line with the UK Bribery Act 2010 and we conduct our business in an ethical manner.

4. Governance structure and responsibilities

4.1 Our Expansys Group board of directors ensures that our anti-bribery programme complies with our legal and ethical obligations.  Our Bribery Prevention Group, made up of senior managers, is actively involved in implementing and ensuring compliance with the programme. We have appointed a Compliance Officer who manages day-to-day operations, is responsible for ensuring the effectiveness of the programme and oversees internal investigations into any suspected ethics and compliance related misconduct.

5. Anti – bribery and corruption  

5.1 We are committed to winning and retaining business only on the merits and integrity of our products, services and people. We do not tolerate bribery and corruption. For example:

• Risk assessment
  
  We carry our risk assessments in relation to our business and transactions and adopt appropriate anti-bribery measures in relation to identified risks (actual and potential).

• Due Diligence
  
  We select our business partners carefully. Our business partners must share our approach to anti-bribery. We have revised our contractual terms in relation to bribery prevention.

• Facilitation payments
  
  It is our policy not to make or accept facilitation payments of any kind.
  
  
• Gifts & Hospitality
  
  Our employees are only permitted to give or receive gifts or hospitality that is reasonable, proportionate, justifiable and in line with our anti-bribery and gifts and hospitality policies.
  
  

  It is prohibited to give a gift with the expectation that a business advantage will be received or to reward a business advantage given.  Expansys Group employees cannot solicit gifts. Gifts may only be accepted if they are given on an infrequent basis, for the sole purpose of cultivating or enhancing a business relationship, are below specified financial limits and comply with the terms of our gifts and hospitality policy.

  Hospitality can only be accepted if it is customary, infrequent, in good taste, reasonable in value and consistent with accepted business practices. It must be for the purpose of cultivating or enhancing a business relationship, be below specified financial limits and comply with the terms of our gifts and hospitality policy.

  It is prohibited to provide any hospitality or gift to a government employee, political party, or person acting on the government's behalf, without prior approval of our Compliance Officer.

  Our employees and other persons working on our behalf are required to promptly and accurately record gift and hospitality related expenditure. Such records are subject to managerial review.

6. Communication and training

6.1 Our anti-bribery policy and supporting policies are provided to all employees and are available to employees in our Staff Handbook.

6.2 Training is given to our senior management team and any other relevant employees.

6.3 We have effective communications channels in place for employees to report any suspected ethics and compliance related misconduct.

6.4 Any employee who breaches our anti-bribery policy will face disciplinary action which can result in dismissal for gross misconduct.

Anti-bribery policy

You acknowledge and agree that we will not tolerate bribery in any form in connection with the conduct of our business.  

In dealing with us and entering into commercial agreements and arrangements with us you agree to, and covenant that you shall, comply in full and without exception to, and continue to adhere to and be bound by, the provisions set out in clauses 1 to 7 (inclusive) below.

1. You shall:

• comply with all applicable laws, statutes, regulations, codes and guidance relating to anti-bribery and anti-corruption ("Anti-bribery Laws"), including without limitation the Bribery Act 2010 (including any subordinate or amending legislation);
• not engage in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010 if such activity, practice or conduct had been carried out in the United Kingdom;
• not do, or omit to do, any act that will cause us to be in breach of the Anti-bribery Laws;
• promptly report to us any request or demand for any undue financial or other advantage of any kind received by you in connection with the performance of any contractual agreements or arrangements between us;
• maintain throughout the term of our dealings with you your own anti-bribery policies and procedures including without limitation adequate procedures under the Bribery Act 2010 to ensure compliance with the Anti-Bribery Laws, and shall provide a copy of such policies and procedures to us on request, and shall enforce such policies and procedures where appropriate.  For the purpose of clauses 1 to 7 (inclusive) herein, the meaning of adequate procedures shall be determined in accordance with section 7(2) and any guidance issued under section 9, Bribery Act 2010; and
• within five (5) business days of receipt of a request from us, certify to us in writing your compliance with this clause 1.

2. In the event that you sub-contract the provision of any element of any agreement or arrangement between us to any person, or receive any services in connection with your performance of the same from any person, (each such person being an "Associated Person"), you shall impose upon such Associated Person anti-bribery obligations that are no less onerous than those imposed upon you as set out in clauses 1 to 7 (inclusive) herein. You shall be liable to us for the acts and omissions of each Associated Person in relation to compliance with such anti-bribery obligations (or, where you have failed to impose such obligations, the obligations that the Associated Person would be under if you had complied with the obligation under this clause) as if such acts or omissions were those of you yourself.

3. You warrant and represent that neither you nor any of your officers, employees or any Associated Person has been convicted of any offence involving bribery, corruption, fraud or dishonesty or, to the best of your knowledge, has been or is the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence under the Anti-Bribery Laws.

4. Breach of all or any one or more parts of clauses 1 to 7 (inclusive) herein shall be deemed a material breach of each and every agreement between us entitling us to terminate all agreements and dealings with you without any liability to you.

5. You shall indemnify us against any losses, liabilities, damages, costs and expenses incurred by, or awarded against, us as a result of any breach of clauses 1 to 7 (inclusive) herein by you (including any liability that you have to us by virtue of the acts or omissions of any Associated Person under clauses 1 to 7 (inclusive) herein).

6. You shall keep and maintain throughout the period of all of your dealings with us detailed, accurate and up to date records showing all payments made and received by you in connection with our dealings.  You shall ensure that such records and books of accounts are sufficient to enable us to verify your compliance with your obligations under clauses 1 to 7 (inclusive) herein.

7. You shall permit us and our third party representatives, on reasonable notice during normal business hours, but without notice in the event of any reasonably suspected breach of clauses 1 to 7 (inclusive) herein, to access and take copies of your records, books of account and any other information held by or on behalf of you and to meet with your personnel in order to audit your compliance with your obligations under clauses 1 to 7 (inclusive) herein.  Such audit rights shall continue for six years after our ceasing to have any dealings with you.  You shall give all necessary assistance to the conduct of any such audits.