Policy on Corporate Offenses (UK and Ireland)

Ace Hire Recruits Ltd reserves the right to cancel or suspend this policy or its application at any time, whether in whole or in part. This policy does not establish enforceable rights in favor of Ace Hire Recruits Ltd staff or third parties, nor can Ace Hire Recruits Ltd staff or third parties claim compensation in the event of a breach. This policy is not intended to form part of, or otherwise be incorporated into, a staff member’s or third party’s contract, or to have contractual effect. In the event of a conflict with the law, the law takes precedence.

Policy Statement

Ace Hire Recruits Ltd (“Ace Hire Recruits Ltd/we/us/our”) upholds a stringent zero-tolerance policy towards the following:

● bribery in any form, whether directly, indirectly, or through third parties;

● modern slavery; and

● facilitation of tax evasion.

Ace Hire Recruits Ltd is dedicated to conducting its business with ethical standards and integrity in all dealings and relationships. We are committed to implementing and enforcing effective systems and controls to prevent bribery, modern slavery, and the facilitation of tax evasion within our UK and Irish business operations.

Who Does the Policy Apply To?

This policy applies to all individuals working for Ace Hire Recruits Ltd or on its behalf in any capacity, including employees at all levels, directors, and officers (“Staff”).

The policy also extends to our business interactions with clients, suppliers, service providers, and other third parties, including agency workers, seconded workers, volunteers, interns, agents, contractors, and external consultants (“Third Parties”).

Purpose of the Policy

This policy aims to delineate our obligations, as well as those of our Staff and Third Parties, in adhering to and maintaining our stance on bribery, modern slavery, and tax evasion.

Bribery

6.1 Bribery constitutes a criminal offense in the UK and Ireland, carrying severe penalties. The UK Bribery Act 2010 and the Irish Criminal Justice (Corruption Offences) Act 2018 render bribery and corruption illegal, holding companies conducting business in the UK and Ireland accountable for failing to establish adequate measures to prevent such acts by individuals working for or on behalf of Ace Hire Recruits Ltd. In relation to all current (and prospective) Staff and Third Parties, Ace Hire Recruits Ltd prohibits:

● The offering, giving, solicitation, or acceptance of any bribe, whether cash or other inducement, with the intent to gain or retain any commercial, contractual, regulatory, or personal advantage.

● The offering, making, giving, or receiving of any payment, gift, or hospitality with the expectation or hope of receiving a business advantage, or to reward a business advantage or commercial benefit already provided.

● The making of payments to public officials to secure or expedite routine processes and procedures (facilitation payments) and payments made in exchange for a business favor or advantage (kickbacks).

● The intimidation of another person to obtain a personal or business advantage or benefit.

6.2 Hospitality and Gifts –

With the exception of cash payments, which are prohibited under all circumstances, this policy does not preclude normal and appropriate gifts and hospitality, reasonable in terms of value and frequency (given and received) to or from Staff or Third Parties. However, Staff MUST NOT offer or receive any gift or hospitality in exchange for a commercial benefit.

6.3 Corporate Hospitality and Gifts Register –

Staff must promptly notify the Legal Department (UK) of any hospitality and/or gifts accepted, offered, or declined, or of which Staff become aware, by sending an email to uklegaldepartment@AceHireRecruits.net containing details of the hospitality and/or gifts which: ● Involve any amount of cash.

● Have been offered in exchange for a commercial benefit, regardless of the value and whether or not accepted or declined by Staff.

● Have a value exceeding £250 or €300, as applicable, for entry in the register.

If Staff are uncertain about the appropriateness of a form of hospitality or gift, they should seek advice from a member of the Legal Department (UK).

Modern Slavery

1. Modern slavery constitutes both a crime and a violation of fundamental human rights.

2. Ace Hire Recruits Ltd acknowledges that modern slavery manifests in various forms, including slavery, servitude, forced and compulsory labor, and human trafficking. These forms share the commonality of depriving individuals of their liberty to exploit them for personal or commercial gain.

3. Ace Hire Recruits Ltd is dedicated to fostering transparency in its operations and in its efforts to combat modern slavery throughout its supply chains. This commitment aligns with its disclosure obligations under the UK Modern Slavery Act 2015 and the Irish Criminal Law (Human Trafficking) Act 2008 (as amended). Ace Hire Recruits Ltd expects all its Third Parties to uphold the same high standards. As part of Ace Hire Recruits Ltd’s contracting processes, it expects Third Parties to hold their own suppliers to the standards outlined in this policy.

4. Procurement – All managers responsible for the procurement of goods and/or services must ensure that this policy and Ace Hire Recruits Ltd’s zero-tolerance approach to modern slavery are communicated to all Third Parties during the procurement process and/or at the commencement of each business relationship.

5. Managers are accountable for ensuring that all relevant existing Third Party contracts include obligations to comply with the UK Modern Slavery Act 2015 and the Irish Criminal Law (Human Trafficking) Act 2008 (as amended). Additionally, any new Third Party contracts must include applicable prohibitions against the use of forced, compulsory, or trafficked labor, or anyone held in slavery or servitude, irrespective of age. Managers may employ the Template Contract Clauses provided in the Schedule for inclusion in all new contracts entered into subsequent to the introduction of this policy.

Facilitation of Tax Evasion

Tax evasion refers to the act of defrauding the public revenue or fraudulently evading taxes in the UK and other foreign jurisdictions, constituting a criminal offense. Facilitation of tax evasion entails knowingly engaging in or taking actions aimed at the fraudulent evasion of taxes (whether UK tax or taxes in foreign countries) by another person, or aiding, abetting, counseling, or procuring such evasion.

Intentionally failing to report suspected tax evasion or foreign tax evasion, or ignoring suspicious activity, may constitute criminal facilitation of tax evasion.

Staff or Third Parties (or their representatives) must never:

●Aid, abet, counsel, or procure the commission of a tax evasion offense or foreign tax evasion offense by another person.

● Engage in any form of facilitating tax evasion or foreign tax evasion.

● Delay reporting any request or demand from a third party to facilitate the fraudulent evasion of tax (whether UK tax or tax in a foreign country), or any suspected fraudulent evasion of tax (whether UK tax or tax in a foreign country) by another person, in line with this policy.

● Threaten or retaliate against an individual who has refused to commit a tax evasion offense or a foreign tax evasion offense, or who has raised concerns under this policy.

Consequently, Staff are prohibited from:

● Aid, abet, counsel, or procure the commission of a tax evasion offense or foreign tax evasion offense by another person.

● Engage in any form of facilitating tax evasion or foreign tax evasion.

● Threaten or retaliate against an individual who has refused to commit a tax evasion offense or a foreign tax evasion offense, or who has raised concerns under this policy.

● Advising or encouraging an individual, before registration or as a registered candidate, to establish a limited company or personal services company, or recommending that they work through a third-party intermediary (e.g., an umbrella company).

● Removing legal clauses from the Limited Company Contractor Terms of Business (or equivalent contract) without prior approval from the Legal and/or Managing Director.

● Engaging with any overseas Limited Company contractor and/or third-party intermediaries (e.g., an umbrella company) to undertake any assignment, whether in the UK or overseas, without prior written approval from both the Finance Department and Legal Department.

● Accepting requests from Third Parties to implement the changes outlined in this section 8.4.

Training and Communication

Training regarding this policy is integrated into the induction process for all new Staff. Staff members will receive periodic reminders on the implementation and adherence to this policy. Ace Hire Recruits Ltd’s zero-tolerance stance on bribery, modern slavery, and the facilitation of tax evasion must be communicated to our Third Parties at the onset of our business relationship with them and as necessary thereafter.

Raising Concerns and Seeking Guidance

If any Staff members believe or suspect a breach of this policy has occurred, may occur, or have concerns about related issues or suspicions of malpractice, they must promptly notify a Director and/or the UK Legal Director, or adhere to Ace Hire Recruits Ltd’s Code of Business Conduct and Ethics, specifically the sections “Monitoring and Reporting of Illegal or Unethical Behavior” and “Compliance Procedures,” which outline the appropriate contacts if there are concerns or doubts regarding potential corporate offenses outlined in this policy. Similarly, if any Third Party believes or suspects a breach of this policy, they can inform their Ace Hire Recruits Ltd point of contact or the Managing Director. If any Staff members or Third Parties are uncertain about whether a particular action constitutes a breach of this policy, they can reach out to their Ace Hire Recruits Ltd point of contact or Managing Director to discuss any concerns or doubts they may have.

Ace Hire Recruits Ltd promotes transparency and will provide support to anyone who raises genuine concerns in good faith under this policy, even if they later turn out to be mistaken. Ace Hire Recruits Ltd is committed to ensuring that no one faces adverse treatment as a result of reporting their suspicion in good faith that a corporate offense is or may be occurring. Adverse treatment includes dismissal, disciplinary action, threats, or any other unfavorable treatment associated with raising a concern. If any Staff member believes they have experienced such treatment, they should immediately inform their manager or the HR Department. If the matter remains unresolved, a Staff member should formally raise it following the local Grievance Procedure, available upon request from the HR Department.

SCHEDULE

TEMPLATE CONTRACT CLAUSES for Inclusion in All UK and Ireland Goods and/or
Services Contracts

NOTE: The clauses may be renumbered and the terminology adjusted to align with the
language used in the relevant contract.

COMPLIANCE WITH ANTI-SLAVERY AND HUMAN TRAFFICKING LAWS

1.1 Throughout the performance of its obligations under this agreement, [the Supplier] shall:

1.1.1 Adhere to all applicable anti-slavery and human trafficking laws, statutes, regulations, and codes currently in force, including but not limited to the UK’s Modern Slavery Act 2015; and maintain its own policies and procedures to ensure compliance throughout the duration of this agreement.

1.1.2 Refrain from engaging in any activity, practice, or conduct that would constitute an offense under sections 1, 2, or 4 of the UK’s Modern Slavery Act 2015 if such activity, practice, or conduct were conducted in the UK.

1.1.3 Include in its contracts with its direct subcontractors and suppliers provisions related to anti-slavery and human trafficking that are at least equivalent to those outlined in this clause.

1.2 The [Supplier] warrants and represents that neither the Supplier nor any of its officers, employees, or other associated individuals have been convicted of any offense involving slavery and human trafficking. Furthermore, the [Supplier], having conducted reasonable inquiries, affirms to the best of its knowledge that it has not been and is not currently the subject of any investigation, inquiry, or enforcement proceedings by any governmental, administrative, or regulatory body concerning any offense or alleged offense related to slavery and human trafficking.

1.3 Upon becoming aware of:

1.3.1 Any breach or potential breach of this clause; or

1.3.2 Any actual or suspected instances of slavery or human trafficking within a supply chain connected to this agreement, the [Supplier] shall promptly notify Ace Hire Recruits Ltd.

Policy on Corporate Offenses (UK and Ireland)