Anti-Bribery and Corruption Policy

1. Our Position

Orbit Technologies Limited (trading as Orbit Commerce) operates a zero-tolerance approach to bribery and corruption. We are committed to acting professionally, fairly, and with integrity in all our business dealings and relationships, wherever we operate, and to upholding the laws that apply to anti-bribery and anti-corruption, including:

• the Bribery Act 2010 (United Kingdom);
• the Proceeds of Crime Act 2002 (United Kingdom);
• the US Foreign Corrupt Practices Act 1977 (where it applies to us, our counterparties, or our customers);
• any equivalent legislation in any jurisdiction in which we operate.

2. Scope

This Policy applies to: all directors, officers, employees, contractors, agents, consultants, and other persons performing services for or on behalf of Orbit Technologies Limited; all Vendors, Partners, Agencies, Suppliers, Theme and Plugin Developers, Affiliates, and other counterparties in connection with the Orbit Commerce Service. We refer to all of these together as “Associated Persons”.

3. What Is Prohibited

No Associated Person may, directly or indirectly:

• offer, promise, give, request, agree to receive, or accept any financial or other advantage to induce or reward the improper performance of any function or activity;
• make any payment, gift, hospitality, or other advantage to or for the benefit of any public official (including any employee of a state-owned enterprise) intended to influence them in their official capacity;
• make a facilitation payment, “grease” payment, or other small unofficial payment to speed up routine procedures, regardless of whether permitted by local custom;
• use any third party to do anything that this Policy or applicable law would prevent us from doing directly.

4. Gifts and Hospitality

Modest, reasonable, and proportionate gifts and hospitality given or received in good faith are not prohibited. A gift or hospitality is acceptable only if it:

• is not given with the intention to obtain or retain business or an advantage;
• is not given in exchange for any favour or information;
• complies with local law;
• is given openly, not secretly;
• does not include cash or a cash equivalent (such as gift cards or cryptocurrency);
• is reasonable in value and frequency, having regard to the context, the seniority of the recipient, and our internal guidelines.

Gifts to public officials, regulators, or political parties require prior written approval from the General Counsel or, if there is no General Counsel, from a director.

5. Donations and Sponsorships

Charitable donations and sponsorships must be made only to genuine causes, recorded transparently, and approved in advance by a director. They must not be used to influence the award or retention of business. We do not make political donations.

6. Due Diligence

We carry out risk-based due diligence on Associated Persons before engaging them and on a recurring basis where appropriate. This may include checks against sanctions lists, politically-exposed-persons lists, adverse-media screening, and targeted questionnaires for higher-risk relationships, geographies, or sectors.

7. Records

Accurate financial and accounting records must be maintained for all transactions. No undisclosed or unrecorded account, fund, or asset is permitted. False, misleading, or artificial entries are prohibited. Receipts and supporting documentation must be kept for all gifts, hospitality, donations, sponsorships, and payments to Associated Persons.

8. Training

We provide anti-bribery and anti-corruption awareness training to staff at onboarding and on a refresh basis. Training is targeted to role and risk.

9. Expectations on Vendors, Partners, Agencies, and Suppliers

As an Associated Person you must:

• comply with this Policy and with applicable anti-bribery laws;
• implement reasonable procedures of your own to prevent bribery in your business (for the purposes of the “adequate procedures” defence under section 7 of the Bribery Act 2010);
• keep accurate books and records and cooperate with any reasonable audit we conduct under our agreement with you;
• notify us immediately if you become aware of any actual or suspected bribery or corruption affecting our business or any Vendor or Customer.

Breach of this Policy by an Associated Person is a material breach of our agreement with that Associated Person and may result in immediate termination of that agreement, recovery of losses, and referral to law enforcement.

10. Reporting Concerns

If you suspect a breach of this Policy or of an anti-bribery law, you must report it promptly. Reports may be made to:

We do not tolerate retaliation against any person who reports a genuine concern in good faith. Reporters may request anonymity and we will treat reports confidentially to the extent the law permits.

11. Consequences of Breach

Breach by an employee may result in disciplinary action, including dismissal for gross misconduct. Breach by another Associated Person may result in termination of their agreement with us, claims for damages and indemnification, and referral to law enforcement. Bribery offences can carry unlimited fines and imprisonment under UK law.

12. Review

This Policy is reviewed at least annually and refreshed where required by changes in law, regulator guidance, or risk profile.

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