OpenUK Competition / Antitrust Compliance Policy
OpenUK is a UK-focused organisation supporting open and the commons in the UK through the private limited company by guarantee, OpenUK with company number 11209475 (“OpenUK”).
- To lead and advocate the use and development of open standards and free and open source software, hardware, and data (the “Opens”) and associated services in the UK whilst interacting with law and policy makers.
- To be a voice for the industry, representing these areas and build a body of expertise and experience in the field.
- To provide tools and resources for members, a network through which members can access peer support, relevant events and commercial opportunities
Through our current initiatives, we are working towards the following aspirations:
- Raising the profile of our industry
- Developing the marketplace of professional Free & Open Source software, hardware and data product and service suppliers
- Becoming the go-to place for expertise in the Opens for the UK
- Promoting practical Open principles and showcasing successful implementations across open source software, open hardware and open data
To this end OpenUK acts to promote the unique advantages of the Opens through communications and events, lobbies for appropriate policy and legislation with various government and regulatory bodies, and engages in a range of educational and other projects. One of the methods used to achieve the aims of OpenUK is to run open projects including a learning, an awards and a legal and policy group (“Collaboration Projects”).
In developing and administering Collaboration Projects, OpenUK will share and accept non-financial contributions including without limitation, concepts, idea, know-how, written contributions, code and other intellectual property (“Contributions”) from a diverse range of professionals and participants in the Opens communities who may include without limitation engineers, lawyers and other experts (“Contributor”) some of whom may represent paying members (“Members”).
These Members and Contributors (“Participants”) may be individuals or companies, and, outside of the Collaboration Projects, Participants may compete with one another. Whilst this Policy is not intended to be legal advice to Participants, it sets out the minimum standards of behaviour expected of OpenUK’s Participants, reflecting OpenUK’s stated intention to ensure that all activities relating to OpenUK comply with all applicable antitrust and competition laws.
OpenUK is funded through Membership, Sponsorship and other donations which may include without limitation money, office space, event space, provision of goods and services and other resources. These are accepted on the basis of aligning to the OpenUK Purpose and Mission from time to time.
Members are accepted on the basis of payment of the then current Membership fees, subject to their Membership being consistent with the OpenUK Purpose and Mission from time to time.
Part A: OPENUK’s Obligations
OpenUK will be responsible for administering the OpenUK entity and its projects, including Collaboration Projects, any future versions of Collaboration Projects.
When accepting contributors and contributions OpenUK:
WILL accept Contributions to Collaboration Projects from Members and non-Members alike (Participants)
WILL accept Contributors who are suitable to participate on the basis of qualification, training and/ or experience for the particular Collaboration Project and will not unlawfully discriminate
WILL accept Contributions which are appropriate to the Collaboration Project and may or may not use Contributions at its and the Collaboration Project’s discretion
When establishing criteria, assessing applications, and administering Membership, OpenUK:
WILL ensure that qualification for membership is determined solely on the basis of OpenUK’s then current Purpose and Mission
WILL ensure that membership fees are set at a reasonable level that they do not exclude particular categories of potential members
When arranging and running meetings between Participants, the Collaboration Project will :
WILL prepare formal agendas in advance of any Member meetings and these will be publicly available
WILL remind Members of their obligations under this Policy at the beginning of all Member meetings
WILL limit discussion at meetings to the formal agenda and appropriate AOB
WILL ensure that detailed formal minutes are taken of all Participant meetings
Part B: Members’ Obligations
Each Participant is responsible for its own antitrust and competition compliance and should consult its own lawyers in relation to its membership of OpenUK and its compliance with this Policy. However, OpenUK expects all Members to comply with this Policy as a minimum.
As part of their involvement in OpenUK, during any formal meetings and at social gatherings betweenParticipants, Participantsmust ensure that they:
DO NOT discuss or share (between themselves or via OpenUK) commercially sensitive information that could cause other Participantsto change the way they compete on the market
DO NOT discuss or share (between themselves or via OpenUK) information relating to individual company dealings with suppliers or customers
DO follow the formal agenda and confirm that the formal minutes reflect what was said at any meeting
DO report to OpenUK any attempts by other Participantss to discuss commercially sensitive information, whether this takes place during the meeting or during any breaks or social events after the meeting
2. Information exchange / agreements / standards
More generally, whenever they are communicating with other Participants or OpenUK in relation to OpenUK, Participants must ensure that they:
DO NOT accept any commercially sensitive information from competitors (even via OpenUK), including information relating to prices, cost, market strategy, or dealings with individual suppliers or customers
DO NOT enter into any arrangements, whether formal agreements or informal ‘understandings’, that distort or could distort competition (for example, by fixing prices, sharing markets or customers)
3. What Members CAN do
Nothing in this Policy is intended to restrict the ability of all Members to compete with one another. In particular, Members should remember that they:
CAN join and contribute to any other organisations
CAN manufacture, manufacture, distribute and sell products and services outside the scope of any UK Policy recommendation or policy
3 December 2019