How to Review an Anti-Bribery ABC Compliance Covenant

An ops lead at a 24-person UK marketplace is about to treat an Anti-Bribery and Corruption schedule as done because the vendor attached a policy PDF and promised to comply with all anti-corruption laws worldwide. The hidden risk is a catch-all nobody can evidence, gifts called ordinary course, no agent flow-down, and an audit of her books. Reviewing that covenant means you name the Bribery Act 2010 plus local law, demand procedures you can evidence, then keep, evidence, or escalate.

In September 2026, Imani — Ops at that marketplace, buyer not a software vendor — has Finance’s yes on a fulfilment vendor already live in two EU markets. The packet — the files they will actually sign — is a vendor MSA (a master services agreement the vendor hangs order forms on) plus Schedule 7: worldwide catch-all, 2023 ABC Policy PDF with no owner, “hospitality in the ordinary course,” employees only, Supplier may audit Customer’s books, no for-cause walk. AE Slack: “Standard ABC — policy attached.” Typical mistake: ethics wallpaper while the paper opens her books under Friday pressure.

A policy PDF is not the section 7 defence. Bribery Act 2010 section 7(2) is a defence if the organisation had adequate procedures designed to prevent associated persons from bribing. The SFO guidance (26 November 2025) — England, Wales and Northern Ireland — is blunt: a programme must be effective, not a “paper exercise.”

Disclaimer: Checkory provides AI support, not legal advice. Consult a qualified lawyer for binding decisions.

Which statute does the covenant name — Bribery Act 2010 plus local law?

Write the named Act and one named local statute of performance, or write worldwide — fail. A catch-all is not gold-plating. Nobody can certify every anti-corruption law on earth. Imani’s Clause 7.1 fails on sight.

Circle whether the clause names the Bribery Act 2010 and the vendor’s local law. MoJ guidance (updated 22 January 2025) lists four offences, including section 7. For example, Imani’s worldwide line names none of them. In practice, write the Act plus one local statute. Identity, price, cap, or auto-renew is the vendor contract red-flags checklist. A mixed Modern Slavery Act 2015 statement is the Modern Slavery Act supply-chain covenant review.

What does an adequate-procedures statement look like when you can evidence it?

Adequate procedures are a programme you can evidence against the Ministry of Justice six principles, not a brochure. A 2023 PDF with no owner is a paper exercise. The section 7 defence is procedures designed to prevent associated persons from bribing — not an exhibit — an attached schedule (Imani’s Exhibit C).

The six principles: proportionate procedures, top-level commitment, risk assessment, due diligence, communication (training), monitoring and review. The MoJ Guidance PDF is not a certificate; adequacy is for the courts on the facts. Imani’s Exhibit C has no owner, no dated risk assessment, no training log. Do: write owner, risk assessment, due diligence, training log, monitoring. Don’t: treat a branded PDF as the defence.

Why does “hospitality in the ordinary course” fail as a gifts rule?

Facilitation, grease, and speed payments are bribes under the Bribery Act 2010. There is no US-style exemption. Gifts need a named rule — threshold, approval, register, reasonable and proportionate — not hospitality in the ordinary course. Imani’s Clause 7.3 fails on sight.

The National Crime Agency treats facilitation payments as illegal bribes. MoJ paragraphs 44–45: small bribes to speed routine government action could trigger section 6 or 1, and therefore section 7. CPS/SFO Joint Prosecution Guidance (England and Wales; Scotland and Northern Ireland are separate legal jurisdictions) does not penalise bona fide reasonable and proportionate hospitality — unnamed ordinary course with no facilitation ban is not that sentence. Do: ban facilitation by name. Don’t: invent a pound cap.

How do you flow the ABC covenant down to their agents?

Associated persons include agents, not only employees. You contract with the counterparty and request they adopt a similar approach with the next party in the chain. Employees-only is no flow-down. Imani’s Clause 7.4 fails on sight.

Under Bribery Act 2010 section 8, an associated person performs services for or on behalf of the organisation — employee, agent, or subsidiary among the examples. MoJ paragraph 39: terms with the counterparty, plus a request they take a similar approach with the next party. Wilson Browne (14 July 2026) colour: the warrant should cover employees, agents, subcontractors or other associated persons. Do: flow down to agents and subcontractors. Don’t: train their entire workforce yourself.

When to keep her ABC audit of their records plus a for-cause exit?

Circle who audits whose books. She needs her right to audit their ABC records relating to this contract, plus notify of a suspected breach, plus a for-cause exit on a substantiated ABC breach. Supplier auditing Customer is inverted. Imani’s Clause 7.6 fails on sight.

Write reasonable notice and a for-cause look after a miss. LegalVision colour (21 July 2024): material breach with a right to terminate; annual certification with evidence. Wilson Browne also lists a suspected-breach walk — Imani’s log still wants a substantiated trigger, not a rumour. Do: her audit of their ABC records plus exit on a substantiated breach. Don’t: give them a free run of her books for “ABC.” Them auditing her books is customer audit-rights clause review.

When to keep, evidence, or escalate the Friday signature?

Keep only if the log shows named Act plus named local law, evidencable adequate procedures, facilitation banned by name, gifts named, agents flowed down, her audit of their records, and a for-cause exit on a substantiated breach. Escalate if worldwide plus PDF-only, ordinary-course gifts, employees-only, or inverted audit with no exit.

Success bar before Friday: fill the log and point to one sentence that would pause the call. “Standard ABC — policy attached” is not that sentence on Imani’s paper. Spend counsel — a solicitor who can bind the company, not a chatbot — on worldwide + PDF-only, unnamed gifts, no flow-down, or inverted audit with no exit. Optional first-pass — a first machine pass that extracts clauses before a human reads every page — at document analysis, then a human opens every High flag — a high-severity extract a human must verify — plus the worldwide sentence. Do not treat the heading as a green light.