a.     Forthe purpose of this document ONLY, the following terms shall apply as definedhere:

i.     ‘Anything of Value’may include cash or cash equivalents; a job or internship; a reference,referral, or endorsement; a loan, favourable contract terms or promises offuture business; gifts, meals, entertainment, hospitality, travel; charitableor political contributions; tickets to events or parties; or anything else ofvalue including anything that is valuable to the recipient, even if it wouldnot be valuable to anyone else.
ii.     ‘Bribery’ isthe direct or indirect offer to give anything of value to, or request orreceive anything of value from, a government official or commercial person orentity, with the intent to corruptly influence that Government Official,Commercial Person or entity, to award new business, continue existing business,to gain any improper advantage, or to influence any act or decision of a personor entity.
iii.     ‘Commercial Person’means an individual working in the private sector.
iv.     ‘Corruptly Influence’may be broadly defined to mean that the offer, payment, promise or giftmust be intended to induce the recipient to misuse their official/businessposition. This could include causing the recipient to fail to perform anofficial/business function. 
v.     ‘Facilitation Payments’ may be known as ‘grease payments’ or ‘speed payments’ usuallymade in cash, paid to a Government Official typically to facilitate, orexpedite the performance of a routine action or service to which the person orcompany making the payment is legally entitled to receive.  
vi.     ‘Improper Advantage’is broadly defined to mean something to which the Consultant is notclearly entitled.
vii.     ‘Indirect Payments’are payments of anything of value that the Consultant’s representatives,agents and intermediaries make on the Consultant’s behalf.
viii.    ‘Consultant’sRepresentatives’ are authorizedagents and representatives acting on the Consultant’s behalf, such asintermediaries, sales agents, independent contractors (e.g., consultingstringers), Vendors, and other third parties acting on the Consultant's behalf. 
ix.     ‘Gifts & Hospitality’ are things of value provided to a third party. Agift is something of value provided where there is no host. Hospitalityincludes things of value like meals or entertainment where there is a host. Ifthere is no host, then hospitality becomes a gift. You  or the reader mean the ‘employee’ 
x.     ‘Consultant’ or ‘Consultants’ shall means Vilasani Ventures, the registeredentity in the form of LLP (Limited Liability Partnership), OR under any othergenre/type of registered entity under the Indian legislation. The said‘Consultant’ or ‘Consultants’ is/are engaged in providing various consultancyservices in their own capacity and network.
xi.     ‘Service/Services’shall refer to any professional advisory, guidance, analysis,evaluation, design, or other intellectual services rendered by the Consultantto its Users/Clients, which may include, but is not limited to, managementconsulting, strategic planning, business analysis, project management,technology implementation, training, or any other specialized Service tailoredto the User’s/Client’s specific needs. The Service is typically provided inaccordance with the terms and conditions agreed upon by the parties, and may bedelivered through reports, recommendations, consultations, workshops, or otherformats, as appropriate. The Service may include the provision of physicalgoods or products but focuses on the provision of expert knowledge, expertise,and assistance in the relevant area of the User’s/Client’s business oroperations." 
xii.     ‘Vendor’ shallmean any individual, entity, agency, incorporation, establishment, orthird-party supplier that provides goods, services, or products to theConsultant under a Vendor Agreement OR has already provided it. The Vendor maybe engaged by the Consultant to supply specific materials, resources, orservices that are necessary for the completion of a project or a Service or thefulfillment of the Consultant’s obligations to its Clients or any otherindividual. The Vendor is responsible for delivering the goods or services inaccordance with the terms and conditions set forth in the relevant VendorAgreement, including but not limited to, quality standards, timelines, pricing,warranties, and compliance with applicable laws and regulations. The Vendor'srelationship with the Consultant is governed by the specific terms of theVendor Agreement and is distinct from the Consultancy firm's directrelationship with its clients.
xiii.    ‘Client’ shall mean any individual, corporation,partnership, agency, firm, individual, company, or other legal entity thatengages the Services of the Consultant respectively. The Client may be therecipient of advice, Services, or professional consultation, and may alsoinclude any authorized representatives or agents of the Client who are actingon behalf of the Client in connection with this engagement. It shall alsoinclude both the primary contracting party and any third-party entities orindividuals designated by the Client to receive or benefit from the servicesprovided by the Consultant.
xvi.     ‘Governmental Official’ is defined broadly to include, but is not limited to:

1.    Any officer or employee of a governmentagency or department, (domestic or foreign, federal, state, or local),including anyone who holds a legislative, administrative, or judicial positionof any kind, whether appointed or elected (this includes even anadministrative-level employee, such as an executive assistant);
‍2.    Anyone who exercises a public function oracts in an official capacity on behalf of a country or territory (or anysubdivision of a country or territory) or any public agency of that country orterritory (or subdivision thereof);
‍3.    Any officer, employee, or anyone else whoexercises a public function for or acts in an official capacity on behalf of anentity partly or wholly owned or controlled by a country or municipality (e.g.,a government owned entity);
‍4.    A candidate for public office or officer oremployee of a political party;
‍5.    Any officer or employee of a publicinternational organization (e.g., the United Nations, the World Bank);
‍6.    An individual in an unpaid or honorarygovernment position, including a committee, panel, commission, or otheradvisory position • an academic at a government/public institution;
‍7.    An employee (even a low-level employee) ofgovernment or public hospital;

a.     The Consultant is committed to conducting their business with the highest ethicaland legal standards. Many countries where the Consultant does business havelaws that make bribery of public and private sector officials a crime. Thisdocument establishes the Consultant’s policy for ensuring compliance withanti-bribery laws, including and especially the anti-bribery laws of the Indianlegislation, namely, but not limited to, Companies Act, 2013, ForeignContribution Regulation Act (FCRA), 2010, Prevention of Corruption Act, 1988,or any other relevant Indian law/act applicable for this subject-matter, andsimilar laws of other countries.

a.    This Policy applies to all businessactivities conducted by the Consultant’s employees, and its subsidiaries andaffiliates. This Policy may be supplemented by policies applicable to aparticular country or region or a particular business unit; these supplementalpolicies supersede any conflicting portion of this Policy.
‍b.    All third parties (Vendors or Clients or anyother relevant individual) doing business with the Consultant are required tocomply with all applicable anti-bribery laws.c.     To ensure that every Consultant’sassociates, employees, representatives (authorized agents and representativesacting on the Consultant’s behalf, such as intermediaries, sales agents,independent contractors (e.g., consulting stringers), and other third partiesacting on the Consultant’s behalf) are familiar with applicable anti-briberylaws, the Consultant may provide targeted anti-bribery training and resources.

a.     All Bribes are Prohibited:

i.     The Consultant has zero-tolerance forbribery. This Policy is designed to familiarize the Consultant’s associates,employees, representatives, affiliates, connected Vendors and Clients, etc.,whatever the case may be, with the requirements of international anti-briberylaws and the Consultant’s rules to help ensure that no one connected to theConsultant, violates the law. If you have questions about permissible conductunder the laws of any country where the Consultant does business, then kindlydirect them at info@vilasaniventures.com OR support@vilasaniventures.com
ii.     The Consultant strictly prohibitsbribery, corruption, and kickbacks (“Bribery”) in all forms, in all theirbusiness dealings, in every country where the Consultant does business. Thisprohibition applies to public sector bribery (government) and private sectorbribery (commercial); the prohibition applies to active bribery (giving abribe) and passive bribery (accepting a bribe). 
iii.     Bribery is the direct or indirectoffer to give anything of value to, or request or receive anything of valuefrom, a government official or commercial person or entity, with the intent tocorruptly influence that Government Official, Commercial Person or entity, toaward new business, continue existing business, to gain any improper advantage,or to influence any act or decision of a person or entity.
iv.     Do not engage in activities thatcreate the appearance of impropriety. Do not use third parties (e.g.,Consultant’s Representatives) to take actions that you are prohibited fromtaking. Similarly, do not do in your personal capacity what you are prohibitedfrom doing in a business capacity.
v.     Know Your Third Parties:

1.     The Consultant uses third parties(such as Vendors, other relevant individuals or entities, and Consultant’sRepresentatives) to help them deliver the Consultant products (if any) andServices in the marketplace. The Consultant’s Associates must only deal withthose third parties that are legitimate businesses with a reputation forintegrity and ensure that Consultant’s Representatives do the same.
‍2.     As such, the Consultant’sRepresentatives and their subcontractors or Vendors or any like connectedindividual(s) are prohibited from making corrupt payments.
‍3.     The Consultant shall, to the best oftheir capacity, may make sure to vet the said third-parties, Vendors, or likeindividuals, etc., whatever the case may be, their actions and executions oftheir businesses are clean, without any legal disputes, and are known for theiranti-bribery acumen. Nevertheless, the Consultant shall not be held responsibleif the same turns out to be positive even after such due diligence done by theConsultant respectively.
‍4.     The Client(s) or any like individual,in business with the Consultant, must not ignore signs of unethical conduct bythird parties, Vendors, etc.. If you are working with a third party or Vendors,you have a responsibility to look out for red flags. Any red flags must bereported to the Consultant by emailing them at info@vilasaniventures.com OR support@vilasaniventures.com
‍5.     You may not sell or provide theConsultant’s products (if any) or services to other individuals at your ownbehalf, especially those who are identified as prohibited by the Consultantspecifically, for sanctions or other financial crime compliance reasons and youmay not give gifts or entertain individuals associated with those specificindividuals.
‍6.     You must involve the Consultant in anymerger, acquisition, joint venture, or investment in which the Consultant willhave a controlling interest or exercise control to enable proper due diligenceand appropriate controls.
‍7.     Failure to prevent bribery, byignoring, covering up, or failing to act, is also a crime, which is ofparticular concern when working with the Consultant’s Representatives and theirsubcontractors.

vi.     Transactions Must Be Transparent:

1.     Transactions that are transparentreduce the risk of Bribery. Ensure contracts accurately reflect the economicsof the agreement. Unusual arrangements, such as side agreements andprepayments, may be used to cover up improper payments. If the payment termsare confusing, ask why.
‍2.     Avoid any relationship or activitythat might impair, or appear to impair, your ability to render fair andappropriate business decisions.
‍3.     Be mindful of situations whereanything of value is offered during pending deals, negotiations, or anything oflike nature, with current or potential Clients or Vendors. Avoid situationswhere you have or may have a conflict of interest, may stand to benefitpersonally, or appear to benefit personally.
‍4.     In addition, ensure that invoices fromthe Consultant’s Representatives are sufficiently detailed so that you canclearly understand and review the service performed and that any such invoicesattach documentation to support expenses.

vii.     Gifts, Hospitality & Travel Must be Reasonable:

1.     The Consultant’s Associates/Representativesmay not offer, provide, or receive Gifts & Hospitality or pay expensesunless they are: (1) Transparent,proportionate, reasonable, non-lavish, and bona fide, (2) Have a legitimate business justification; and (3) Do not violate the laws of the countryof the recipient. In determining what might be a “reasonable” level of Gifts& Hospitality for legitimate business purposes, be guided by the level ofexpenditure required to provide necessary transportation, meals, lodging, andentertainment at a modest, non-lavish level, ensuring that the expenditurewould not exceed the level of a permissible expense as expressly mentioned bythe Consultant as and when required. Note that small business courtesies, suchas modest gifts or lunches, intended merely to promote goodwill, generally arepermitted, unless prohibited by local law.
‍2.     The Consultant is always obligated tomaintain accurate and transparent records and internal controls to comply withthe law, wherever necessary.

viii.     Charitable Contributions May Not Be Made to Obtain anUnlawful Business Advantage: In general, the Consultant generallydoes not make charitable contributions, except in targeted instances whenrequired by law. Furthermore, the Consultant shall never ask for a charitableamount of any kind from its Vendors or Clients or any other individual.

ix.     Political Contributions May Not Be Made to Obtain anUnlawful Business Advantage: The Consultant does not participate inany political activities. You are free to make political contributions, but youmust only do so in your personal capacity. The Consultant strictly prohibitspolitical contributions on behalf of the Consultant. This means you should notmake or promise any political or campaign contributions, including in-kindcontributions, on behalf of, or as a representative of, the Consultant. Thisprohibition includes using the Consultant’s Services or products (if any), andshall continue even after the said Service is completed.

b.    Cooperation: TheConsultant may, under certain circumstances, perform a more detailed review ofcertain transactions or conduct audits and investigations. As part of thesereviews, the Consultant requires that you cooperate with the company, internaland outside counsel, internal and external auditors, agencies, or similarparties. Failure to cooperate with an authorized review violates this Policy.
‍c.    No Retaliation: The Consultant has zero tolerance forretaliation. You will not suffer demotion, penalty or other adverse employmentaction or retaliatory consequences for not paying or accepting bribes or makingimproper payments, even when the Consultant may lose business because of yourrefusal to do so. Nor will you face retaliation for reporting, in good faith,suspicious activity or potential violation of this Policy. If you do experienceretaliation, it should be reported as you would any other form of misconduct.Please Note: Omission to report such act of bribery when it happened, or whenit may about to happen, irrespective of the duration or timeline of any natureregarding the same (act of bribery as it happened or was about to happen, orwas offered, etc.), by the individual(s) involved, either directly orindirectly, shall be taken by the Consultant as a mala-fide intention of thesaid individual(s) involved AND in such condition(s), the Consultant shall takeappropriate measures to deal with the same, that is, this Clause of ‘NoRetaliation’ shall not apply. In such cases, the Consultant shall have fullfreedom without any objections and conditions respectively. The decision ofsuch ‘mala fide’ intention involved shall be unilaterally decided by theConsultant s per case by case
‍d.     Violation of Policy: If you violate this Policy, you will be subject todisciplinary action, up to and including termination of employment or anyongoing Service(s), or anything of like nature as decided by the Consultanttherein. Companies Act, 2013, Foreign Contribution Regulation Act (FCRA), 2010,Prevention of Corruption Act, 1988, or any other relevant Indian law/act, alsoprovide for criminal and civil liability, fines, and penalties for violationsby the Consultant and culpable individuals.

a.     The Red Flags mentioned in this Policy, may include, but is not limited to, the following:

i.     Poorbusiness reputation, reputation for making improper,
ii.     paymentsor unethical conduct, 
iii.     Requestsfor cash transactions or payments,
iv.     Commissionsubstantially above going rate,
v.     Unusualpayment mechanism,
vi.     Over-invoicing, 
vii.     Vaguelydescribed services,
‍viii.    Excessive travel and entertainmentreimbursement requests
‍ix.     Requestsfor reimbursement of poorly documented expenses, 
x.     Salesagent, consultant, or third-party relationships with public sector clients,
xi.     Facilitationpayments, 
xii.     Politicalcontributions,
xiii.    History of corruption in countries where businessis conducted, 
xiv.     Incompleteor inaccurate information on required disclosures, e.g., refusal to discloseownership, 
xv.     Requestsfor payment to a numbered account or third party or consultant, 
xvi.     Requestsfor payments outside of the territory, 
xvii.    Requests that checks be made payable to“cash” or “bearer”,
xviii.    Close family ties to high-ranking governmentofficials or other decision makers,
xix.     Businesspartner, agent or customer is owned or controlled by government-owned orcontrolled entity, 
xx.     Refusalto certify compliance, 
xxi.     Suggestionthat otherwise illegal conduct is acceptable because it is the norm or customin a particular country,
xxii.    Lack of qualifications or resources toperform real work, 
xxiii.    Plan for performing the work is vague and/orsuggests a reliance on contacts or relationships,
xxiv.    Lack of transparency in accounting andexpense records, 
xxv.     Proposedthe use of shell companies, 
xxvi.    Insistence that identity remain confidentialor that the relationship remain secret,  
xxvii.    Requests or demands to use a specific thirdparty,

a.     The Consultant shall have the full rights to interpret the above mentioned list of‘Red Flags’ as and when they deem fit, without any conditions. The said list isnon-exhaustive in nature.

a.    All the Sections and every single provision in this Policy, aresubject to the provisions of the Terms & Conditions (different document),AND the provisions of the 'Vendor Agreement' (different document, if read bythe Vendor), their respective MoUs  (asand when applicable), AND any other legally binding document, policy, agreement(if any) provided and made applicable by the Consultant respectively.
‍b.     TheConsultant shall have the complete unilateral right and authority to interpretthis Policy and its various provisions, terms, sections, etc. as and whenapplicable.

a.     The Consultant may update this Policy periodically. The same shall be  notified to the concerned User/Client/Vendor/individualof any material changes by:

i.     Postingthe new policy on the Consultant’s website; or
ii.     Sendingan email notification; or 
iii.     Displayinga prominent notice on the Consultant’s Website; or 
iv.     Throughand by any other means which the Consultant deems fit and is legal.

a.     If any User/Client/Vendor/individual has an enquiry or a complaint about the waythe Consultant handles this Policy, or to seek any clarification for the same,then simply communicate the Consultant citing the same. The same shall bereplied to the concerned User/Client/Vendor/individual within a reasonabletime, at the total discretion of the Consultant. The address for the same is asfollows:

i.     EmailAddress: support@vilasaniventures.com OR info@vilasaniventures.com 
ii.    PostalAddress: Unit - 542,5th Floor, Tower A2, SPAZE ITECH PARK, Badshahpur Sohna Rd Hwy, Sector 49,Gurugram, Haryana 122018