1. Policy Scope and Application

This policy sets forth Eristotle’s principles and procedures for providing Vendor Selection Assistance (VSA) as part of its advisory services. It is applicable to all Eristotle member entities and personnel involved in advising clients regarding third-party procurement, whether the VSA service is delivered as a standalone engagement or as a component of a broader advisory arrangement.

2. Definition of Vendor Selection Assistance

Vendor Selection Assistance refers to supporting clients in evaluating and selecting suitable third-party providers of products or services. Assignments may be related to:

• Sourcing hardware or software,
• Identifying IT or business process outsourcing partners,
• Selecting any other vendor or service provider for business needs.

3. Engagement Acceptance and Conflict Management

Before initiating any VSA engagement:

• A formal conflict-of-interest assessment must be completed, encompassing all known and potential vendor candidates.
• Engagement acceptance is contingent on the absence of significant conflicts or on satisfactory documentation of mitigations, including ethical walls and disclosure to the client of any relevant prior or current relationships.
• Where additional vendors become known after engagement start, a prompt update and reassessment are mandatory.
• If any potential or actual conflict arises during the course of the engagement, Eristotle will immediately notify the client and implement relevant safeguards.

Eristotle prohibits any vendor-imposed restrictions that would limit services to other clients or create exclusivity arrangements. All team assignments will consider any prior work performed for potential vendors, and such assignments must avoid any related-party role conflicts.

4. Independence from Audit and Assurance Clients

The full scope of VSA may not be provided to audit clients governed by standards such as IFAC or SEC; only specific non-decision-making support may be allowed, subject to oversight and explicit safeguards. Detailed guidance is to be obtained from Eristotle’s risk and compliance function for such scenarios.

5. Contracting and Engagement Letters

All VSA work must be covered by a written agreement clearly stating:

• The deliverables and limits of responsibility,
• That final decision-making (selection criteria, scoring, and vendor choice) resides with the client,
• That Eristotle’s support is advisory and non-prescriptive,
• The client must assign suitable management to retain all executive authority throughout the process.

6. Staffing and Expertise

Only professionals with relevant credentials, experience, and training in vendor selection processes may be assigned to VSA engagements. For IT or technical sourcing, personnel must possess appropriate technical expertise; for all other services, relevant subject-matter proficiency is required.

7. Permissible and Prohibited Activities

Eristotle VSA services may include:

• Designing and advising on selection processes,
• Assisting with development of evaluation frameworks and scoring systems,
• Supporting the client in gathering and processing vendor responses (with judgments reserved to client management),
• Assisting in the preparation of requests for proposal (RFPs) or information (RFIs),
• Providing comparative analysis based on pre-defined, client-approved criteria,
• Facilitating evaluation workshops.

Eristotle must not:

• Make or participate in vendor choices or decision-making bodies,
• Distribute RFPs or RFIs directly to vendors, unless specifically permitted for non-audit clients,
• Serve as main contact point for vendors,
• Provide project management or assume management responsibilities for the client,
• Recommend a specific vendor or product.

8. Client Responsibilities

The client must:

• Retain exclusive authority for all critical decisions, scoring, and final selection,
• Manage all communications and official contacts with vendors,
• Assign a qualified manager to ensure oversight and informed executive participation.

9. Transparency and Disclosure

Engagement documentation must include:

• Full disclosure of known relationships with potential vendors, and safeguards in place,
• Acknowledgment of Eristotle’s ongoing client engagement activities and the possibility of future work with involved parties.

10. Enquiries and Policy Advice

Any queries regarding the application of this policy, independence considerations, or uncertainties in particular engagements must be directed to Eristotle’s Risk and Compliance function before proceeding.

Appendix: Permissibility Overview

Include a table summarizing, for each client type, which VSA activities are permitted, prohibited, or subject to specific safeguards, modeled after but not directly copied from the original document.