Conflict of Interest Management Policy

MBI.COM Sp. z o.o.

Effective: February 2026

1. Scope and Purpose

MBI.COM Sp. z o.o. ("the Company") operates strictly under a transaction execution (transit) model via its platform at bitprime.io. The scope of the Company's services is limited exclusively to the exchange of fiat currency (EUR) for crypto-assets; the Company has discontinued all crypto-to-fiat and crypto-to-crypto exchange directions to minimize complexity and risk.

The Company does not maintain client accounts or balances in the traditional sense. Any handling of fiat or crypto-assets is temporary, transient, and strictly limited to the time required for transaction execution. The Company does not provide custodial services and does not maintain ongoing control, storage, or management of client assets at any stage of the workflow.

The primary purpose of this Policy is to establish a robust framework to identify, prevent, and manage conflicts of interest that may arise between the Company, its personnel, and its clients. By adhering to an execution-only approach, the Company ensures there is no proprietary use of client funds and no long-term exposure to market volatility or custodial risks. This Policy is designed to comply with Regulation (EU) 2023/1114 ("MiCA") and relevant Polish financial regulations.

2. Definitions

  • Conflict of Interest: Any situation where the Company, its personnel, contractors, or external partners have competing professional or personal interests that could prevent the objective, neutral, and fair execution of a client's order.
  • Transaction Execution (Transit) Model: An operational framework where the Company acts as a facilitator for the movement of assets. Funds pass through the Company's technical infrastructure solely for the purpose of fulfilling a specific order and are never retained beyond the point of execution.
  • Execution-Only Service: A service model where the Company performs the exchange based strictly on the client's instructions without providing investment advice, portfolio management, or custodial storage.
  • Client: Any natural or legal person who has completed the KYC process and utilizes the Platform for one-off fiat-to-crypto exchange transactions.
  • Personnel: All employees, officers, directors, and independent contractors engaged by the Company.
  • Hybrid AML Framework: The internal control system combining automated screening tools (e.g., Sumsub) with manual oversight by Transaction Monitoring (TM) specialists and the Money Laundering Reporting Officer (MLRO) to identify potential conflicts linked to financial crime.
  • Third-Party Liquidity Provider: External financial institutions or platforms that provide the actual assets for exchange; the Company relies on these providers and does not act as a principal trading counterparty.

3. Conflict Risk Matrix

The Company relies on third-party liquidity providers for execution and does not act as a principal trading counterparty. Potential conflicts are managed as follows:

Category Description Examples Mitigation Measures
Financial Interest Personal/corporate gain vs. client interests Employee trading the same asset for personal gain Restrict trading, independent oversight, execution-only focus
Confidential Information Access to sensitive data Awareness of pending large client transactions Restricted access, encryption, monitoring
Liquidity & Execution Relationships with providers or diverging client interests Two clients seeking execution for the same asset Transparent pricing, reliance on external liquidity providers, audit trails
Management Conflicts Shareholder/Director interests conflicting with clients Director has equity in a crypto project being traded Full disclosure, independent review

4. Identification and Monitoring

The Company operates a hybrid AML framework combining automated tools (e.g., Sumsub) and internal compliance oversight by TM specialists and the MLRO.

  1. Obligation to Report: Personnel must report potential conflicts immediately.
  2. Self-Assessment: Annual declarations are required from all employees.
  3. Monitoring: Compliance monitors transactions to ensure the Company does not retain funds beyond execution.

5. Evaluation and Mitigation Measures

The Company does not maintain user accounts with stored balances. Because the Company does not maintain client balances, traditional safeguarding and segregation mechanisms are not applicable.

Mitigation includes:

  • Recusal: Abstaining from decisions where conflicts exist.
  • Transaction Transparency: Full visibility of fees and execution conditions.
  • Risk Positioning: Ensuring no long-term exposure and no proprietary use of client funds during the transit process.

6. Oversight and Record-Keeping

The Management Board is responsible for ensuring the Company maintains an execution-only model without custodial risk.

  • Conflict Register: All reports and mitigation actions are recorded and maintained for five (5) years.
  • Training: Personnel receive annual training on ethical standards and the transit model requirements.

7. Communication to Clients

The Company ensures clients are informed when conflicts affect their transactions. Information provided includes the nature of the conflict and the measures taken to ensure the execution-only integrity of the transaction.

8. Policy Availability

The full Policy is available on the Platform and can be requested via main@bitprime.io.

Effective Date: February 2026

Next Scheduled Review: February 2027

Conflict of Interest Management Policy - BitPrime