Conflict-of-Interest Policy

1.1 Zynoviq's professional-intelligence business, marketed as Zynoviq ("Ground Truth"), tests artificial-intelligence systems against certified answers and supplies data used to improve such systems. It forms part of Zynoviq Solutions Private Limited ("Zynoviq"), which also operates a separate Enterprise AI division that develops and sells AI products.

1.2 This Policy sets out how conflicts of interest arising from that structure, and from our work for clients, partners and network members, are identified, prevented, disclosed and managed, so that clients can rely on the integrity of our work.

3.1 No testing of EAI Division products. Ground Truth shall not test, grade, benchmark, assess or produce improvement data for any product of the EAI Division on behalf of any Client.

3.2 Separate people. No Covered Person may hold a role in the EAI Division while working on a Ground Truth engagement. EAI Division personnel shall not act as case writers, solvers, reviewers, adjudicators or members of the legal desk.

3.3 Separate information. EAI Division personnel shall have no access to Client Materials, case pools, answer keys or network member data. Access controls and logs shall enforce this separation, and access logs shall be reviewed at least quarterly.

3.4 No steering. Ground Truth reports shall not recommend, promote or reference EAI Division products. The EAI Division shall not use any Ground Truth Client Materials or results in its marketing or sales.

3.5 Disclosure and decline. Where a Client's system incorporates an EAI Division product, Ground Truth shall disclose this to the Client in writing before engagement and shall decline the part of the work that would assess that product.

3.6 Related-party dealings. Where Ground Truth and the EAI Division are operated through separate legal entities, any transaction between them shall be at arm's length and approved and disclosed as required under the Companies Act, 2013, including the provisions on related-party transactions.

4.1 Because Ground Truth may both test a Client's system and supply data to improve it, Ground Truth is not a disinterested evaluator.

4.2 Accordingly, Ground Truth and its Clients shall not describe Ground Truth's work as a certification, audit, assurance, approval or independent evaluation of any AI system.

4.2A Where Zynoviq describes its ground truth or professional intelligence as "independent", this means only that the expected answers are set by qualified professionals independently of the vendor of the AI system being tested. It does not describe Ground Truth's work as an independent evaluation, certification or assurance of any AI system.

4.3 Re-tests carried out after a Client uses Ground Truth data shall be described as before-and-after measurements and not as independent proof of the data's effect.

5.1 Confidentiality between Clients. Client Materials of one Client shall never be disclosed to another Client or partner, and one Client's results shall never be used in another's report.

5.2 Competing Clients. Ground Truth may work for Clients who compete with one another. In such cases, separate engagement teams shall be assigned where reasonably practicable, and no Covered Person may carry Client Materials between engagements.

5.3 Partner clients. Ground Truth shall not solicit a partner's client in relation to the engagement introduced by that partner, save as agreed in writing.

5.4 Equal standard. The same case pools, marking rules and severity criteria shall apply to every system tested.

6.1 Before accepting any task, each network member must declare any relationship with the Client, the Client's AI vendor or a competitor of the Client, including advisory, employment, audit, family or financial relationships.

6.2 A member with a declared or discovered conflict shall be recused from the engagement, and their work on it shall be reviewed and, where necessary, replaced.

6.3 Members shall not use knowledge of test cases or answer keys for any other purpose, including advising Clients or third parties.

7.1 Covered Persons shall disclose to the Conflicts Officer any outside employment, directorship, consultancy or material financial interest in a Client, an AI vendor whose product Ground Truth tests, or a competitor of Ground Truth.

7.2 Directors shall also make the disclosures of interest required under the Companies Act, 2013.

7.3 A Covered Person with an undisclosed or unmanaged conflict shall not participate in the affected engagement.

Covered Persons shall not accept gifts, hospitality or other benefits from a Client or AI vendor that could reasonably be seen to influence their work. Items above ₹2,000 shall be declined or declared to the Conflicts Officer.

The Conflicts Officer shall maintain a register of declared conflicts, recusals, disclosures made to Clients under clause 3.5 and decisions taken, for at least 8 years.

10.1 The Head of Quality is the Conflicts Officer, responsible for administering this Policy. The Conflicts Officer will be appointed before this Policy comes into force; until that appointment, the board of directors of Zynoviq Solutions Private Limited performs the Conflicts Officer's functions under this Policy.

10.2 The Conflicts Officer shall report to the board at least annually on compliance, and this Policy shall be reviewed at least annually.

11.1 Anyone may report a suspected breach of this Policy to the Conflicts Officer through our contact page, marked "Conflict concern". Reports may be made confidentially.

11.2 Zynoviq prohibits retaliation against anyone who reports a concern in good faith.

11.3 Breaches may lead to disciplinary action, termination of engagement or membership, and remediation of affected work, including notifying affected Clients.

Material changes to this Policy will be published on this page with a new version number and effective date.