Anti-corruption policy
1. Purpose and scope
1. The activities of Clouds on Mars (hereinafter referred to as “CoM” or “the Company”) are based on building trust among clients, associates, partners, and suppliers. Giving bribes and granting illegal commissions or other financial or non-financial benefits violate this trust.
2. These actions can influence the decisions made by our customers and are contrary to our company’s mission. Corruption can harm both us and our clients in many ways, including causing them to pay more than they should for a given service and creating an unfair competitive environment.
3. Gaining and maintaining client trust is more important to our company than any benefits we may gain through improper and unethical business practices.
4. Our Company is also subject to the laws of the countries in which we operate, including, but not limited to, the Act of March 1, 2018, on counteracting money laundering and terrorist financing, as well as the Foreign Corrupt Practices Act (FCPA). CoM is aware that corrupt behavior may give rise to criminal liability for both the Company itself and the individuals who engage in such activities. If it is found that the Company or its associate, or cooperating entity, e.g., a partner, has committed corruption, the Company may face financial penalties and restrictions on its business activities, and its reputation may be significantly compromised.
5. Conducting business in accordance with applicable laws and in an ethical, honest, and transparent manner is one of CoM’s top priorities. This means that it is prohibited to give or offer bribes or illegal commissions in any way, including to government officials, employees of government-owned/state-owned companies, and in commercial transactions. It is also prohibited to request or accept bribes or illegal commissions.
6. This Policy contains a set of information and guidelines for associates, as well as the Company’s Partners, on preventing and identifying corruption, and sets out the rules of conduct in such cases. The Policy also includes guidelines on accepting and giving gifts, conducting sponsorship activities, as well as rules on making donations and cooperating with third parties.
7. The Policy provides for the Company’s absolute obligation to comply with applicable anti-corruption laws, with particular emphasis on national, international, and locally applicable laws in all countries where CoM operates.
8. The rules set out in this policy apply to all persons working and cooperating with CoM (regardless of their function and position, and regardless of the type of legal relationship based on which they provide their services to the Company) and apply to other entities cooperating with CoM regardless of their location, role, or type of cooperation.
9. Every associate of the Company, regardless of their position, is required to comply with this Policy and act in accordance with local, national, and international law.
10. Third parties (entities) acting on behalf of CoM (e.g., the Company’s partners) are also required to comply with CoM’s rules and generally applicable anti-corruption laws.
2. Definitions
1. The terms used in the Policy mean:
a. Corruption – means:
i. an action consisting in a public official directly or indirectly requesting or accepting any undue advantage (financial or personal) for itself or for any other person, or accepting a proposal or promise of such an advantage, in exchange for an action or inaction in the performance of its duties,
ii. an act consisting in promising, offering or giving, directly or indirectly, any undue advantage (financial or personal) to a public official for himself or herself or for any other person, in exchange for an action or inaction in connection with his or her official duties.
b. Financial benefit – means a material benefit, i.e., a benefit whose value can be expressed in money.
c. Personal benefit – means a non-financial benefit that improves the situation of a given person or their close relative (e.g., a promise of promotion, a promise of employment, a promise to build a positive image in the media, a promise to issue an administrative decision).
d. Public official – means all public servants and persons performing public functions, including:
i. employees of departments, ministries, offices, agencies, government, local government, and international institutions,
ii. all persons issuing permits, decisions,
iii. candidates for political office,
iv. representatives of political parties,
v. persons who are employees of state control bodies or local government control bodies (e.g., employees of the Supreme Audit Office, National Labor Inspectorate),
vi. candidates for offices, ministries, departments, government agencies, local government agencies, international agencies, and political offices,
vii. officers of a body appointed to protect public safety (e.g., the Police, the Border Guard) or officers of the Prison Service,
viii. persons performing active military service,
ix. employees and associates of government, local government and international organizations, even on a temporary basis (e.g., employees of the Red Cross, UNICEF, UN),
x. members of local government bodies,
xi. persons employed in organizational units disposing of public funds, unless the persons in concerned perform only technical tasks, which means that they do not have authority,
xii. employees and associates of state-controlled enterprises,
xiii. employees and associates of state or state-controlled universities, schools, health care facilities, or other institutions,
xiv. all other persons whose powers and duties in the field of public activity are defined by applicable law (this also applies to law in force in a country other than Poland – if CoM operates there) or by an international agreement binding on Poland, e.g., an employee of the International Criminal Court,
xv. This term also covers family members and close relatives – associates of the persons referred to above, which means that, for example, it is unacceptable to offer financial or personal benefits to the siblings, spouse, partner, or child of an Official.
2. It is important to be aware that in some countries and industries, a person who works for a private entity may be considered a public official if they are employed by a state entity. If you are unsure whether a person is a public official, contact your immediate supervisor and the Integrated Management System Representative, who will assist you in determining whether the entity is a state entity.
3. Counteracting acts of corruption
1. All activities of CoM associates, and Partners must be conducted in accordance with this Policy and the generally applicable laws of the jurisdiction to which associates, and partners are subject (including anti-corruption laws of EEA member states, Switzerland, the US, and the UK).
2. The Company has a policy of building trust by refusing to offer or pay bribes to anyone.
3. Associates, and Partners of the Company are prohibited from:
a. directly or indirectly offer, promise, or give financial or personal benefits to government officials or private entities to improperly obtain or retain a business advantage. The concept of benefits should be interpreted broadly to include cash, gifts to family members, debt repayment, loans, political and charitable activities, medical care, and others.
b. directly or indirectly accept financial or personal benefits—including from government officials,
c. to obtain financial gain, disrupt or complicate the conduct of a public bidding process, or enter into an agreement with another person (including a legal entity) acting to the detriment of the person or institution for which the bidding is conducted,
d. in connection with a public tender, disseminate information or conceal material circumstances relevant to the conclusion of the contract that is the subject of the tender, or enter into an agreement with another person, acting to the detriment of the person or institution for which the tender is conducted,
e. demand or accept a financial or personal benefit or a promise thereof, in exchange for abuse of their powers or failure to fulfill their duties, which may cause financial damage to CoM or constitute an act of unfair competition or an unacceptable preferential act,
f. make the performance of any official act conditional on receiving a financial or personal benefit.
4. Associates, CoM Partners, and other individuals are informed about the anti-corruption rules in force at CoM—including this Policy—and participate in training on this topic.
5. Failure to comply with the prohibitions referred to above may result in criminal and contractual liability for associates/partners of the Company.
1. All activities of CoM associates, and Partners must be conducted in accordance with this Policy and the generally applicable laws of the jurisdiction to which associates, and partners are subject (including anti-corruption laws of EEA member states, Switzerland, the US, and the UK).
2. The Company has a policy of building trust by refusing to offer or pay bribes to anyone.
3. Associates, and Partners of the Company are prohibited from:
a. directly or indirectly offer, promise, or give financial or personal benefits to government officials or private entities to improperly obtain or retain a business advantage. The concept of benefits should be interpreted broadly to include cash, gifts to family members, debt repayment, loans, political and charitable activities, medical care, and others.
b. directly or indirectly accept financial or personal benefits—including from government officials,
c. to obtain financial gain, disrupt or complicate the conduct of a public bidding process, or enter into an agreement with another person (including a legal entity) acting to the detriment of the person or institution for which the bidding is conducted,
d. in connection with a public tender, disseminate information or conceal material circumstances relevant to the conclusion of the contract that is the subject of the tender, or enter into an agreement with another person, acting to the detriment of the person or institution for which the tender is conducted,
e. demand or accept a financial or personal benefit or a promise thereof, in exchange for abuse of their powers or failure to fulfill their duties, which may cause financial damage to CoM or constitute an act of unfair competition or an unacceptable preferential act,
f. make the performance of any official act conditional on receiving a financial or personal benefit.
4. Associates, CoM Partners, and other individuals are informed about the anti-corruption rules in force at CoM—including this Policy—and participate in training on this topic.
5. Failure to comply with the prohibitions referred to above may result in criminal and contractual liability for associates/partners of the Company.
4. Payments
1. No payments to third parties may be made in cash other than documented small cash payments.
2. It is prohibited to make payments to expedite the course of proceedings (e.g., establishing cooperation). Payments to expedite the course of proceedings also include any payments made to expedite the performance of official duties by a public official.
3. All transactions carried out by the Company should be transparent to reduce the risk of bribery or illegal commissions. It is important to ensure that contracts accurately represent the entirety of the commercial agreements to which they relate. Unusual arrangements, such as additional contracts and transfers, may be used to hide illegal payments. If the terms of payment are unclear, they should always be thoroughly verified.
4. No payments should be made:
a. outside the country of residence (registered office) of the recipient,
b. to bank accounts with a name other than the name of the party to whom the payment is due,
c. to accounts that are not on the “tax whitelist.”
5. In the context of all payments, the following rules must be followed:
a. pay only those taxes, fees, fines, or other charges required by published, legally binding court judgments, administrative decisions, or other (depending on jurisdiction),
b. pay taxes, penalties, and other fees directly to the authorized service of the relevant office or other agency, and not to any government official,
c. all fees should be approved by decision-makers within the company,
d. accurately, completely, transparently, and reliably document all taxes, penalties, and other fees and transfers to avoid duplicate payments and detect any anomalies or the possibility of corruption,
e. payments or other benefits provided to external parties must be accurately documented in the company’s financial records, register books, and accounts,
f. it is prohibited to make false, misleading, incomplete, inaccurate, or fictitious entries in the Company’s tax books and records, as well as to use personal funds or funds of third parties, including partners, to avoid the procedures and control mechanisms or to carry out activities prohibited by CoM policy.
6. Any concerns regarding payments should be reported immediately using the reporting platform available at: https://cloudsonmars.gowhistle.com.
5. Gifts/presents
1. Giving gifts to government officials or any other individuals or legal entities or other entities (both in the private and public sectors) that have the right to decide or affect the commercial activities of CoM is prohibited, unless all the conditions set out in paragraphs 2-8 are met.
2. Before offering gifts, presents, or travel expenses, ensure that this does not constitute a bribe or illegal fee and that it has a legitimate business purpose.
3. Before giving any gift or present to any entity, including a business partner, you should seek to understand that entity’s rules governing the acceptance of gifts , ensuring that any gifts, activities, or travel offered to officials or clients or potential clients are reasonable and appropriate, and if necessary, pre-approved and in accordance with the entity’s policies.
4. All gifts, gestures of hospitality, and travel expenses must be within reasonable limits.
5. Gifts/presents are divided into two basic categories:
a. permitted,
b. not permitted
6. Permitted presents/gifts include presents/gifts:
a. that do not include cash or cash equivalents (e.g., gift cards, tickets to sporting events, music events, theater events, other cultural events, reimbursement of travel expenses, etc.);
b. the value of the gift or token does not exceed the equivalent of PLN 200 (unless another value threshold has been specified in the applicable jurisdiction or internal regulations of the entity/person to whom the gift is to be given),
c. it is permitted under both local law and the recipient’s policies (e.g., anti-corruption code/policy),
d. it is given openly, with full transparency,
e. it is given sporadically,
f. is given as a symbol of respect, politeness or kindness,
g. is within reasonable limits,
h. is in line with local traditions, e.g. holiday traditions.
7. Invitations to events, workshops, training sessions, and seminars hosted by the inviting party, if participation in the event is free of charge, are not considered gifts within the meaning of this Policy and are acceptable.
8. Catering services during commercial negotiations, business meetings, conferences, and workshops organized or co-organized by CoM are not considered gifts within the meaning of this Policy, if such expenses can be classified as general, administration, or other costs related to the business activity.
9. It is unacceptable to give or accept gifts that meet at least one of the following conditions:
a. the present/gift is in the form of cash or cash equivalent,
b. the gift/present is against generally applicable anti-corruption regulations or regulations applicable to the other party, including internal regulations such as codes of ethics, anti-corruption codes, anti-corruption policies,
c. the gift/present is given based on unethical reciprocity, i.e., in connection with the giving of the gift, the recipient undertakes to take certain actions or refrain from certain actions,
d. the giving of the gift may result in a conflict of interest,
e. the giving or receiving of a gift/present is dependent on the value/volume of sales or other parameters related to the level of cooperation, services,
f. the gift/present is inappropriate, e.g., it contains erotic content or has sexual connotations, or could otherwise adversely affect the Company’s reputation
g. the gift/present is given before establishing business relations, unless the sole purpose of giving the gift/present is to present the core business of the Company or the other party.
10. As a rule, associates or partners of the Company may not accept gifts from officials, clients, suppliers, or other business partners.
6. Sponsorship and donations
1. CoM is aware that there is a risk that corruption may take the form of donations or sponsorship.
2. Donations or sponsorship must be made in accordance with generally applicable laws.
3. Donations or sponsorship may not be made for the purpose of obtaining an indirect or direct business advantage for CoM.
4. When making charitable donations, CoM does so only to support legitimate charitable activities and not as part of a quid pro quo arrangement. Charitable donations are prohibited if they result in personal benefits to an official or if the donation is part of an exchange of favors with an official or other entity.
5. Before donating or sponsoring, for example, an event, supervisors should be informed if any government official is associated with the charitable organization or event or has requested a donation.
6. CoM associates, or partners may not make donations/contributions to political groups or parties or charitable institutions on behalf of CoM to obtain indirect or direct business benefits.
7. Hiring process and establishing cooperation
1. CoM hires candidates solely based on their competence and does not make hiring decisions to provide any benefits to clients, potential clients, or officials.
2. It is prohibited to hire an official or persons suggested by an official or a client or potential client of CoM in order to obtain or maintain orders for the Company, or in a situation where an entity/person proposes to grant benefits to the Company or threatens to take actions harmful to the Company in the event of a refusal to make the requested hiring decision.
3. When selecting partners for cooperation, CoM is also guided by ethics and professionalism, uses the services of reliable partners, and immediately reports any indications that a partner’s representative is acting unethically or may be offering bribes.
8. Third Parties/Partners
1. It is prohibited to make any indirect payments through third parties, including the transfer of financial or personal benefits to a third party, knowing that the benefit will be transferred to a public official or other entity in violation of generally applicable laws and the principles set forth in this Policy.
2. It is prohibited to give any financial benefits in person or through an intermediary to any third party (including clients/potential clients) with the knowledge that all or part of such financial benefit will be transferred directly or indirectly to a person who is responsible for making decisions on cooperation or participates in any way in the decision-making process concerning a given business transaction, in connection with that person’s function or position.
3. It is prohibited to take any other action or refrain from taking action that one is obligated to take to influence a person making a decision in a given business transaction.
4. The prohibition on bribery applies to the transfer of financial and personal benefits – this should be interpreted broadly, e.g., by providing business opportunities, orders, favorable contracts, donations, travel, and gifts.
5. CoM associates, and partners should avoid any situations with third parties that may lead to a violation of the principles set forth in this Policy or that may lead to a violation of the law.
6. Before entering a business relationship with a given entity, the Company should conduct an analysis of the entity in terms of assessing the risk of corruption, i.e., identifying “red flags.”
7. Associates or partners of CoM who deal with third parties, or persons aware of potential red flags concerning a given entity, should always be involved in identifying red flags.
8. “Red flags” are understood as specific actions or facts that should be considered when establishing cooperation with a third party, indicating that there is a high possibility of inappropriate conduct (corrupt practices) from the third party.
9. Examples of “red flags” include:
a. demanding exceptionally high fees or inappropriate charges, e.g., welcome fees,
b. requesting an inappropriate payment method, e.g., complicated payment requests, indirect payments in a country other than the one in which the entity operates, cash payments, or payments to a third-party account,
c. showing unwillingness to sign a contract or provide the required information,
d. mention of close relations with a government official or promises of unusually fast, profitable business transactions or promises to make administrative decisions impacting the Company’s operations,
e. previous accusations or incidents of improper business practices,
f. requests for payment or gifts/presents – making transactions conditional on financial or non-financial benefits.
10. In justified cases, the Company may use business information agencies to verify contractors/third parties in accordance with generally applicable laws.
11. If, because of the analysis, there is reasonable doubt as to the high risk of corruption in relations with any entity, no business relations should be established with that entity.
9. Reporting violations
1. Any questions or concerns regarding the provisions of this Policy or other issues related to corruption should be reported immediately using the reporting platform available at: https://cloudsonmars.gowhistle.com.
2. CoM encourages all associates to submit reports and inquiries related to this Policy and does not tolerate any form of retaliation or revenge against any person who has reported a potential violation of this policy in good faith.
3. Associates who observe irregularities or corrupt practices are required to report them immediately using the reporting platform available at: https://cloudsonmars.gowhistle.com.
4. A CoM associate who makes a report will not be subject to negative consequences for refusing to give or accept a bribe or illegal commission or for taking other actions that violate this policy, even if they result in commercial losses for the Company.
10. Non-compliance with the Policy – consequences
1. Any violation of the rules set forth in this Policy or non-reporting of corrupt practices may be subject to disciplinary or criminal proceedings and may also result in termination of agreement and may lead to external investigations, civil proceedings, or the filing of a criminal complaint.
11. Reviews and updates of the Policy
1. This Policy must be reviewed at least once a year by the Integrated Management System Representative to ensure that it is up to date and relevant.
2. In the event of changes in laws, regulations, or incidents, the Policy must be reviewed as soon as possible.
3. Changes to the Policy should be documented.
