Conflict of interest

1. Purpose and legal basis

This disclosure explains how BVNK identifies, prevents, and manages situations that could give rise to a conflict of interest in the course of providing its crypto-asset services.

Under Article 72 of Regulation (EU) 2023/1114 on Markets in Crypto-Assets (MiCA), authorised Crypto-Asset Service Providers are required to maintain a written Conflicts of Interest Policy and to publish a summary of the general nature and sources of conflicts that may arise between the firm, its clients, or among clients themselves.

The purpose of this document is therefore to give clients and other stakeholders a clear understanding of BVNK’s overall approach to managing conflicts of interest and the principles that underpin our internal governance framework. It does not describe individual conflicts or circumstances but outlines, at a general level, how such matters are addressed within BVNK.

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2. Definitions

For ease of reference, the following terms, when used in this disclosure, have the meanings set out below. These explanations are provided to help clients understand the general concepts referred to in this document and are not intended to replace any legal or regulatory definitions that may apply.

• Crypto-asset - A digital representation of value or rights that can be transferred or stored electronically using distributed ledger or similar technology.
• Crypto-asset service - Any service that BVNK is authorised to provide under its Crypto-Asset Service Provider (CASP) licence, including exchange, custody, and transfer services.
• Exchange services - Services where BVNK offers clients the ability to convert between crypto-assets and fiat funds, or between different crypto-assets or different fiat funds, using BVNK’s proprietary capital.
• Custody services - The safekeeping and administration of clients’ crypto-assets or the means of accessing them, including the holding of private keys on the client’s behalf.
• Transfer services - Services where BVNK transfers crypto-assets between blockchain addresses or accounts for clients, based on their instructions.
• Client - Any natural or legal person to whom BVNK provides, or may provide, a crypto-asset service.
• Conflict of interest - A situation in which competing interests, whether financial, organisational, or personal, may influence, or appear to influence, how a service is provided.
• Related or group entity - Any company within the wider BVNK corporate group that supports BVNK’s operations, including those providing technology, operational support, or other services.
• Conflicts Register - An internal record maintained by BVNK for documenting situations where actual or potential conflicts of interest have been identified.
• Gifts and benefits - Any monetary or non-monetary items offered to, or received by, staff that might create or appear to create an improper influence.
• Personal account dealing - Transactions carried out by personnel for their own benefit in crypto-assets or other financial instruments, subject to BVNK’s internal conduct rules.

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3. Scope of services

System Pay Services (Malta) Limited (t/a BVNK) is authorised in Malta as a Crypto-Asset Service Provider (CASP) and as an Electronic Money Institution (EMI). 

Within the CASP  framework, BVNK provides a limited range of crypto-asset services in line with its authorisation under MiCA.These services include the exchange of crypto-assets for funds or for other crypto-assets, the custody and administration of crypto-assets on behalf of clients, and the transfer of crypto-assets between addresses or accounts at the request of clients.

BVNK’s EMI permission supports the fiat-currency elements of our operations and allows us to facilitate the movement of funds connected with crypto transactions and payments.

The descriptions in this disclosure apply to these services as a whole and to any related activities performed in support of them.

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4. Where conflicts of interest may arise

Conflicts of interest may arise whenever the interests of BVNK, its clients, or parties connected to its business could diverge. These situations can occur due to the way BVNK, its group, or its services are organised. The following categories describe, at a general level, where such conflicts may potentially arise:

Conflicts between BVNK and its clients

• Situations where BVNK’s commercial interests, pricing decisions, or use of group resources may differ from the interests of a client.
• Circumstances in which staff could have personal or external interests that overlap with those of a client, including outside business roles or financial interests, which may give rise to questions of independence or objectivity.
• Scenarios where a client relationship could be influenced by personal connections, external roles, or other factors that might give the appearance of preferential treatment.
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Conflicts between different clients

• Situations where actions taken for one client could indirectly affect another client, for example through the timing or prioritisation of operational activities or access to shared infrastructure.
• Scenarios where resource allocation or service demands differ across clients and could lead to perceived variations in treatment.
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Group- and shareholder-related conflicts

• Circumstances where BVNK’s relationship with its wider group, shareholders, or group-affiliated service providers may create overlapping interests.
• Situations where group entities provide technology, operational support, or liquidity services, which may lead to decisions that could benefit one part of the group over another if not properly governed.
• Overlapping roles, shared decision-makers, or financial interests at group level that could influence, or be perceived to influence, strategic or commercial decisions.
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Conflicts arising from governance or internal organisation

• External or other group entity appointments, directorships, or financial interests held by members of the management body or personnel that could create competing loyalties or impact decision-making.
• Situations arising from shared senior management functions, shared infrastructure, or common resources across teams or jurisdictions, where competing priorities may need to be balanced.
• Arrangements where confidential information is shared across entities or teams for operational purposes and therefore requires clear controls to avoid inappropriate use or disclosure.
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Conflicts arising from the interaction of CASP and EMI activities

• Circumstances where decisions relating to the fiat side of the business (supported by the EMI licence) intersect with decisions relating to the crypto-asset side (under the CASP licence).
• Scenarios in which the provision of services across both regulatory frameworks could give rise to competing interests that need to be managed to ensure fair treatment of all clients.

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5. How BVNK manages conflicts of interest

BVNK maintains a comprehensive framework for the identification, prevention, and management of conflicts of interest. This framework is designed to ensure that all clients are treated fairly and that our services are delivered with integrity and independence.

Personnel responsibilities and internal reporting

All BVNK personnel are required to remain alert to any circumstances that could give rise to an actual or potential conflict of interest. Where such situations arise, they must be disclosed promptly to BVNK’s Compliance team so that they can be assessed and recorded in our Conflicts of Interest Register.

Depending on the nature of the conflict, BVNK may apply measures such as recusal from certain activities, restrictions on involvement in decision-making, or other safeguards to ensure that client interests remain protected at all times.

Governance and oversight

The management of conflicts is supported by clear governance arrangements. Responsibility for overseeing BVNK’s Conflicts of Interest framework rests with senior management and the Board, assisted by the Compliance function, which monitors adherence to the policy, reviews disclosures, and evaluates the effectiveness of BVNK’s controls on an ongoing basis.

BVNK operates within a structured environment where lines of accountability, decision-making responsibilities, and escalation channels are clearly defined. This ensures that issues are identified quickly and addressed consistently across the organisation.

Staff conduct and independence

All personnel must conduct themselves in a manner that supports impartiality and client protection. Internal rules on personal account dealing, gifts and hospitality, external roles, and interactions with related parties are designed to avoid situations where personal interests, outside activities, or other relationships could influence professional judgement or appear to do so.

Staff receive regular training to reinforce awareness of these obligations and to ensure they understand how to recognise and escalate potential conflicts.

Remuneration and incentives

BVNK’s remuneration practices are structured to avoid creating incentives that could give rise to conflicts of interest.

Compensation is not linked to recommending specific crypto-assets, routing decisions, or prioritising particular clients or service providers. Variable remuneration, where applicable, is aligned with BVNK’s broader commercial objectives and compliance expectations, rather than individual transactional outcomes.

This approach is intended to promote objectivity, fairness, and the consistent treatment of clients across all services.

Organisational and operational controls

BVNK maintains a series of organisational measures designed to support the effective management of conflicts, including:

• appropriate segregation of duties;
• maintenance of effective information barriers to control the exchange of information between key business lines;
• structured arrangements governing interactions with group entities;
• regular reviews of policies and internal procedures.
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Together, these measures help ensure that conflicts are identified early, assessed appropriately, and managed through proportionate and effective safeguards.

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6. Disclosure of unavoidable conflicts

While BVNK aims to identify and prevent conflicts of interest wherever reasonably possible, certain situations may occasionally remain that cannot be fully eliminated.

In such cases, BVNK will provide clients on a durable medium a clear and fair disclosure describing the general nature and source of the conflict, together with any measures taken to mitigate its potential impact. The purpose of such disclosure is to enable clients to make an informed decision about whether to proceed with the relevant service.

Disclosures of this kind are made only where other internal controls are insufficient to ensure that client interests are protected. BVNK continually reviews its internal arrangements to minimise the need for such disclosures.

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7. Contact and review

Clients or other interested parties who wish to obtain further information about BVNK’s approach to conflicts of interest may contact the Compliance team through the channels listed on our website.

BVNK reviews its Conflicts of Interest framework on a regular basis to ensure that it remains effective and aligned with regulatory requirements and industry best practice. Updates to this disclosure are published when material changes occur or when required by law or regulation.