Anti-Bribery and Anti-Corruption Policy

1.1 Purpose

Tool-O is committed to conducting business honestly, ethically and in compliance with applicable anti-bribery and anti-corruption laws.

This Policy outlines Tool-O's commitment to preventing bribery, corruption and other improper business practices in connection with its operations and the Platform.

1.2 Commitment

Tool-O does not tolerate:

• bribery;

• corruption;

• facilitation payments where prohibited by law;

• kickbacks;

• improper inducements;

• dishonest business practices.

1.3 Scope

This Policy applies, where relevant, to:

• employees;

• contractors;

• consultants;

• directors;

• suppliers;

• service providers;

• business partners;

• any person acting on behalf of Tool-O.

1.4 Objectives

This Policy seeks to:

• promote ethical business conduct;

• prevent bribery and corruption;

• support lawful decision-making;

• encourage transparency;

• protect the integrity of Tool-O's operations.

1.5 Relationship with Other Policies

This Policy should be read together with the:

• Terms of Use;

• Code of Conduct;

• Whistleblower Policy;

• Modern Slavery Statement;

• Privacy Policy;

• all other Platform policies.

1.6 Updates

Tool-O may amend this Anti-Bribery and Anti-Corruption Policy from time to time.

The most current version published on the Platform replaces all previous versions.

2.1 Bribery

No person acting on behalf of Tool-O may:

• offer a bribe;

• promise a bribe;

• give a bribe;

• request a bribe;

• solicit a bribe;

• receive a bribe;

• authorise a bribe.

2.2 Corruption

Users must not engage in dishonest or corrupt conduct intended to improperly influence business decisions or obtain an unfair advantage.

2.3 Facilitation Payments

Facilitation payments are prohibited unless expressly permitted by applicable law or necessary to protect the immediate health or safety of an individual.

2.4 Gifts and Hospitality

Gifts, entertainment or hospitality must not:

• improperly influence decision-making;

• create actual or perceived conflicts of interest;

• be excessive or inappropriate;

• breach applicable laws.

Reasonable and lawful business hospitality may be acceptable where appropriate.

2.5 Conflicts of Interest

Individuals should avoid situations where personal interests may improperly influence business decisions.

Actual, potential or perceived conflicts of interest should be disclosed promptly where appropriate.

2.6 Third Parties

Tool-O expects suppliers, contractors, consultants and other business partners acting on its behalf to comply with applicable anti-bribery and anti-corruption laws.

2.7 Accurate Records

Tool-O seeks to maintain accurate business records that fairly reflect transactions and business activities.

False, misleading or incomplete records are not permitted.

2.8 Reporting Concerns

Individuals are encouraged to report suspected bribery or corruption promptly using the reporting channels made available by Tool-O.

Reports should be made honestly and in good faith.

2.9 Investigations

Tool-O may investigate suspected breaches of this Policy and may seek additional information where reasonably necessary.

Individuals are expected to cooperate reasonably with such investigations.

2.10 Consequences

Breaches of this Policy may result in appropriate action including:

• warnings;

• termination of commercial relationships;

• suspension of engagement;

• disciplinary action where applicable;

• referral to law enforcement or regulatory authorities where required

or appropriate.

3.1 Ethical Business Practices

Tool-O seeks to conduct its business in accordance with principles of honesty, integrity, fairness and transparency.

3.2 Due Diligence

Where appropriate, Tool-O may undertake reasonable due diligence before engaging suppliers, contractors, consultants or business partners, taking into account:

• the nature of the relationship;

• geographic risk;

• industry risk;

• reputation;

• publicly available information;

• other relevant circumstances.

3.3 Training and Awareness

As Tool-O grows, it may provide appropriate personnel with training or guidance relating to:

• anti-bribery obligations;

• corruption risks;

• ethical business conduct;

• reporting obligations.

3.4 Monitoring

Tool-O may periodically review business practices and relationships to identify and manage bribery or corruption risks.

3.5 Record Keeping

Tool-O seeks to maintain accurate records that reasonably reflect business transactions and financial activities.

Records should not be falsified, concealed or intentionally misrepresented.

3.6 Cooperation

Individuals covered by this Policy are expected to cooperate reasonably with investigations relating to suspected bribery or corruption.

3.7 Confidential Reporting

Reports made under this Policy will, where reasonably practicable and permitted by law, be handled confidentially.

Information may be disclosed where reasonably necessary to:

• investigate the matter;

• comply with legal obligations;

• protect individuals;

• obtain professional advice;

• support regulatory processes.

3.8 Corrective Action

Where Tool-O reasonably determines that a breach has occurred, it may take appropriate action including:

• implementing corrective measures;

• reviewing business relationships;

• strengthening internal controls;

• terminating engagements where appropriate;

• notifying relevant authorities where required by law.

3.9 Continuous Improvement

Tool-O is committed to continually improving its governance, compliance framework and ethical business practices as the Platform develops.

3.10 No Contractual Rights

This Policy is intended to promote ethical business conduct and does not create contractual, employment or other legal rights beyond those arising under applicable law or written agreements.

4.1 Governance

Tool-O is responsible for administering this Policy and may periodically review its anti-bribery and anti-corruption framework.

4.2 Periodic Review

Tool-O may review this Policy from time to time having regard to:

• changes in applicable laws;

• business operations;

• regulatory developments;

• industry best practices;

• identified compliance risks.

4.3 Continuous Improvement

Tool-O is committed to continually improving its governance, internal controls and compliance framework to support ethical business practices.

4.4 Compliance with Law

Tool-O seeks to comply with all applicable anti-bribery, anti-corruption and related laws relevant to its operations.

Nothing in this Policy excludes, restricts or modifies any rights or obligations that cannot lawfully be excluded.

4.5 No Waiver

Failure by Tool-O to enforce any provision of this Policy at any time does not constitute a waiver of its rights.

4.6 Relationship with Other Policies

This Anti-Bribery and Anti-Corruption Policy should be read together with the:

• Terms of Use;

• Code of Conduct;

• Whistleblower Policy;

• Modern Slavery Statement;

• Privacy Policy;

• all other Platform policies.

Where there is any inconsistency, the Terms of Use prevail to the extent permitted by applicable law.

4.7 Contact

Questions regarding this Policy or suspected breaches may be directed to Tool-O using the contact details published on the Platform.

4.8 Policy Updates

Tool-O may amend this Anti-Bribery and Anti-Corruption Policy from time to time.

The most current version published on the Platform replaces all previous versions.

4.9 Commitment

Tool-O is committed to conducting business with integrity, transparency and accountability and expects the same standards from those who work with or on behalf of Tool-O.

4.10 Final Statement

Maintaining an ethical, corruption-free business environment is fundamental to the long-term success of Tool-O and the trust of its Users, partners and stakeholders.

END OF ANTI-BRIBERY AND ANTI-CORRUPTION POLICY