Order Execution Policy

1. Purpose & Scope

System Pay Services (Malta) Limited (“BVNK”, “we”, “us” and “our”) is a private limited liability company registered pursuant to the laws of Malta, with company registration number C66961, and is duly authorised as a crypto-asset service provider by the Malta Financial Services Authority (the “MFSA”) to provide crypto-asset services, including:

• providing custody and administration of crypto-assets on behalf of clients; 
• exchange of crypto-assets for other crypto-assets; 
• exchange of crypto-assets for funds; 
• execution of orders for crypto-assets on behalf of clients; and
• providing transfer services for crypto-assets on behalf of clients.
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This Order Execution Policy (this “Policy”) outlines the principles and procedures employed by BVNK to take all necessary steps to obtain, while executing orders on behalf of clients, the best possible results for its clients (“you”) in accordance with Regulation (EU) 2023/1114 on Markets in Crypto-Assets (“MiCA”) and other applicable laws, regulations, rules and guidelines (collectively, “Applicable Law”).

As a prerequisite of opening an account with BVNK, you must first agree to BVNK’s services agreement (the “Client Agreement”). By entering into the Client Agreement, you also agree to this Policy, which is provided before the provision of BVNK’s services. 

BVNK's conversion services involve BVNK executing orders on your behalf. By accepting the Client Agreement, you consent to the application of this Policy where such services are provided to you. Therefore, you must ensure you have read and understood this Policy prior to using BVNK’s conversion services.

For the avoidance of doubt, under this Policy, BVNK acts solely as your agent when executing orders and does not act as principal, market maker, or counterparty to your conversion trade. BVNK earns a fee for its execution services as described in the Client Agreement and in accordance with this Policy.

Where BVNK executes orders on your behalf, we have an obligation to take all necessary steps to obtain the best possible result for you, taking into account factors of price, costs, speed, likelihood of execution and settlement, size, nature, conditions of custody of the crypto-assets, or any other consideration relevant to the execution of your order. In taking all necessary steps, we look to achieve the best balance across a range of Execution Factors (as defined below). This does not mean that every individual order will receive the best outcome, but rather that we put in place arrangements intended to achieve the best possible overall outcome that can reasonably be expected for your order.

We reserve the right to, at any time and at our discretion, decline or refuse to transmit or arrange for the execution of any order as stated in the Client Agreement.

2. Order Execution Factors

Subject to any Specific Instructions given by you (as defined below), we will take all necessary steps to obtain the best possible result for you by taking into account relevant execution factors (“Execution Factors”).

BVNK will determine the relative importance of the Execution Factors by using its commercial judgement and experience in the light of the market information available.

A description of the Execution Factors that will be considered is set out below: 

• Price: Execution at the best possible price, considering the prevailing market prices and the specifics of the order.
• Costs: Minimisation of direct and indirect costs to ensure that client outcomes are not adversely affected.
• Speed: Prompt execution of orders while maintaining accuracy and minimising the risk of price changes.
• Likelihood of Execution and Settlement: Maximisation of the probability of order execution and settlement, considering market liquidity.
• Size and Nature of the Order: Handling of large orders and specific client instructions with utmost diligence to prevent market impact.
• Conditions of Custody of the Crypto-Assets: Monitoring custody aspects that may affect order execution, including the timely availability of crypto-assets, mitigation of settlement risks, and ensuring optimal conditions for achieving best execution outcomes.
• Any other consideration relevant to the Execution of the Orders, which may include, but are not limited to, low liquidity and/or high volatility. 
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An order will be executed at the best available terms on the basis of the information available at the time. In certain instances – whether as a result of system failures, disrupted markets or otherwise – it may be necessary to execute your order in a different manner to that set out in this Policy. In such circumstances, we will seek to achieve the best possible result available for you under the prevailing conditions. 

To explain the relative importance of these factors, we will generally prioritise them as follows:

• Price, Costs & Size (which together constitute an "all-in" price) are the most important factors, where our systems rank the best prices for a given size of order.
• Speed of order processing and execution, to minimise any elapsed time between an order being received and execution. 
• Likelihood of Execution and settlement are considered to ensure an order can be executed and settled in a timely manner.
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As described, our systems are generally designed to achieve the most competitive price. However, BVNK may, in light of available market information / conditions at the relevant time, decide that one or more of the Execution Factors listed above are more important and act accordingly. 

3. Execution Partners

A list of execution partners on which BVNK will likely rely is set out in Schedule 1 of this Policy (“Execution Partners”). BVNK reserves the right to include or exclude one or more venues and/or include additional venues at its discretion. By entering into the Client Agreement and accepting this Policy, you consent to the matters set out in this part of this Policy (including the choice of Execution Partners) and the selection criteria outlined below. This includes that, where an Execution Partner does not operate a trading platform, your orders may be executed outside a trading platform at such Execution Partner. By accepting this Policy, you provide your express consent to the execution of your orders outside a trading platform.

We continually evaluate both existing and potential venues based on:

• Client Value: Quantitative and qualitative analysis of market dynamics and client demand.
• Operational Integrity: Assessment of technical complexity and integration requirements.
• Robust Diligence: A comprehensive vetting process covering security, trading, and legal standards.
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Venues are only integrated once all due diligence areas are confirmed as satisfactory. We conduct periodic reviews of all integrated venues and reserve the right to disable any venue that no longer meets our standards or undergoes material changes to its original diligence profile. Our review ensures venues remain representative of the market and considers factors such as a venue’s tier, geographical coverage, transaction volumes, and the venue’s specific role in the market (e.g. as an issuer).

Where BVNK executes conversion orders on your behalf at one or more Execution Partners, BVNK acts solely as your agent and, in that capacity, enters into agreements with one or more Execution Partners to execute your order. BVNK will route your order to one or more Execution Partners on your behalf in accordance with this Policy and any Specific Instructions. BVNK never acts as your principal under this Policy when executing conversion orders.

BVNK shall not receive any remuneration, discount, or non-monetary benefit for executing orders at a particular Execution Partner.

4. Order Execution Flow

BVNK follows a structured process for order execution:

1. Conversion Request: An order request is initiated via approved channels. 
2. Internal Compliance Checks: Funds validity and compliance checks are conducted.
3. Availability Check: BVNK verifies that you have sufficient crypto-assets or funds to complete the transaction.
4. Price Determination: When BVNK executes orders on your behalf:
   
   1. BVNK will typically look to obtain the best available price in accordance with the Execution Factors set out in this Policy and operational considerations then prevailing, and may present this price as part of an indicative rate for confirmation. The rate represents an indication of the cost of executing the conversion order. You acknowledge and accept that the available price at the Execution Partner(s) may change between the time the indicative rate is displayed and the time your order is confirmed and executed by us on your behalf. As a result, the final rate at which your order is executed may be higher or lower than the indicative rate displayed during order confirmation, and you may ultimately pay more or receive less (or pay less or receive more) than the indicative amount initially shown. Consequently, the final outcome of any conversion is determined by the actual execution price achieved at the Execution Partner(s). 
5. Trade Execution: BVNK will execute your order to one or more Execution Partner(s) for execution as your agent. In doing so, BVNK will conclude (an) agreement(s) as your agent with (an) Execution Partner(s) to that effect. BVNK will route the execution of your requested transaction on an agency basis to Execution Partner(s). We may require your transaction to have settled with the venue prior to the execution of any send transaction or withdrawal. Accordingly, BVNK may refuse or delay sending crypto-assets or fiat if that trade has not yet settled with the Execution Partner.
6. Settlement: Unless otherwise agreed with you in writing, we will aim for crypto-assets and funds to be settled to or from your wallet or nominated account, as applicable, by the end of the business day on which the order is executed by an Execution Partner(s). If your wallet or nominated account is credited with crypto-assets or funds prior to final settlement, those crypto-assets or funds are not custodied crypto-assets or funds until final settlement has occurred, as set out in the Client Agreement. Where settlement does not occur due to circumstances beyond the reasonable control of BVNK, including as a result of any action or inaction of the Execution Partner(s), BVNK may use reasonable endeavours to reverse the transaction.
7. Final transfer & Reporting: When crypto-assets are credited to your wallet or nominated account a transaction confirmation is made available to you, including the final rate applied at the time of execution of your order.
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BVNK reserves the right to deviate from its standard order execution process or cancel an order, such as during adverse market conditions where strict adherence may compromise client outcomes, market integrity, or operational stability.

Adverse market conditions may include, but are not limited to:

• Extreme market volatility;
• Liquidity shortages;
• Outages or technical failures;
• Abnormal market conditions such as sudden crypto-assets delisting, crypto-asset protocol changes, or blockchain attacks; or
• Regulatory or legal constraints.
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5. Client Consent

You are required to agree to this Policy before initiating execution activities, ensuring you understand the manner in which your orders will be handled and executed, and that we act as your agent and not as a principal or counterparty to conversion transactions. By accepting the terms of the Client Agreement, you are deemed to acknowledge and consent to all matters set out in this Policy. If you make any reasonable and proportionate requests for information (including additional information about this Policy), we shall answer clearly and within a reasonable time.

6. Specific Instructions

You may ask for orders to be executed in accordance with specific instructions, either generally or on a case-by-case basis. We will accommodate any such requests, if and to the extent possible and acceptable to the Execution Partner(s). Where your instructions relate to only part of an order, we will continue to apply this Policy to those aspects of the order not covered by the specific instructions. 

You should be aware that specific instructions may prevent BVNK from taking the steps set out in this Policy to obtain the best possible result in respect of the elements covered by those instructions. In such cases, you acknowledge that we will not be required to follow the Execution Factors. Where there is a specific instruction from you, we shall be deemed to have satisfied our obligations to take all reasonable steps to obtain the best possible result for you - provided that BVNK executes the order (or a specific aspect of the order) following the specific instructions.

7. Client Order Handling

BVNK ensures the fair treatment of all clients. Orders will be promptly, fairly, and expeditiously recorded and executed. 

BVNK shall not misuse information relating to pending clients’ orders and shall take all reasonable steps to prevent the misuse of such information by any employees, counterparties, or any other relevant persons. This will be achieved via information barriers, access controls, surveillance and monitoring systems, and employee training.

8. Conflicts of Interest

BVNK has established and maintains a Conflicts of Interest Policy to identify, prevent, manage, and disclose any conflicts of interest. We ensure that the interests of clients always take precedence in our order execution processes.

9. Information Security and Order Protection

BVNK is committed to ensuring that its employees shall not misuse information relating to pending client orders. BVNK has robust controls in place to prevent the misuse of such information, including:

• Access controls and information barriers to prevent unauthorised individuals from accessing information about pending orders.
• Monitoring and surveillance of all orders received and executed for market abuse detection.
• Personal account dealing procedures to ensure staff awareness of their responsibilities.
• Reporting and escalation mechanisms for staff to report potential wrongdoing.
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10. Monitoring & Review

BVNK will monitor the effectiveness of this Policy and its implementation to identify and correct any deficiencies in its execution arrangements. BVNK has a robust governance framework in place (which, among other matters, includes first and second line control functions) to ensure that its best execution obligations are complied with in accordance with Applicable Law.

The effectiveness of this Policy will be reviewed regularly, at least annually, or upon significant changes to market conditions or internal processes. This review helps ensure continued compliance with regulatory requirements and the maintenance of high execution standards.

In particular, BVNK will assess, on a regular basis, whether the Execution Partners included in Schedule 1 provide for the best possible result for clients or whether BVNK needs to make changes to the order execution arrangements in place. 

BVNK will demonstrate to you, at your request, that the execution of orders has taken place in accordance with this Policy. You may request a report on the execution details of their orders by contacting BVNK via the email address provided in Section 15 of this Policy. This report will include, where applicable, information such as the execution price, all costs and fees, and the execution timestamp to demonstrate compliance with this Policy.

BVNK has a clear and transparent process for cancelling executed orders in exceptional circumstances. Where a claim is made, or it is otherwise identified, that an executed order is erroneous or executed under conditions which warrant cancellation, this will be promptly reviewed by BVNK's senior management to determine if cancellation is justified.

Details of any cancelled orders will be clearly and promptly disclosed to affected clients, including the reason for cancellation and any corrective actions taken.

11. Record Retention

BVNK will retain comprehensive records in accordance with Applicable Law, including but not limited to: (i) timestamped records of all client orders and execution details; (ii) records of client consent to this Policy and any updates; (iii) execution quality reports and performance metrics; (iv) monitoring and review documentation; and (v) full audit trails of individual trades. All records will be maintained in a durable medium that allows prompt retrieval without undue delay and meets regulatory requirements for data integrity and accessibility.

12. Amendments to this Policy

This Policy may be amended from time to time to reflect changes in regulatory requirements, market conditions, or BVNK’s operational strategies. 

BVNK will inform you, with whom we have an ongoing relationship, of any material changes to this Policy or our order execution arrangements by providing notice to you. These changes may involve updates to the Execution Factors, adjustments to the list of Execution Partners, or revisions to internal processes. 

Any such changes will take effect upon notification to you (or such later date as specified in the notice). By continuing to access or use BVNK’s conversion services following such notification, you acknowledge and agree to the amended Policy.

13. Ongoing Monitoring and Quality Assessment

BVNK will assess the appropriateness of its Execution Partners and execution arrangements on an ongoing basis through:

• Monthly evaluation of aggregate trading data to assess execution quality;
• Regular analysis of execution performance against external benchmarks;
• Quarterly review of Execution Partners to ensure market representativeness; and
• Annual comprehensive review of this Policy and execution arrangements.
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Any concerns identified during day-to-day trading activities will be immediately escalated to BVNK’s Second Line of Defence teams, who will consider and implement appropriate corrective actions.

BVNK will resolve any deficiencies identified in its order execution arrangements by updating this Policy and execution methods and procedures where such changes deliver better results for clients.

14. Communication

BVNK commits to clear, accurate, and timely communication regarding all aspects of our order execution arrangements in accordance with Applicable Law.

15. Contact Us

For further information or any questions about this Policy, contact us via merchants@bvnk.com or contact your dedicated Account Manager.

Schedule 1 - List of Execution Partners for all Types of Crypto-Assets

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