Conflict of Interest Policy
Last updated August 21, 2025
Bleap Finance SP z o.o (“Bleap”)
1. Introduction
Bleap aims to prevent situations where Conflicts of Interest (“Conflicts” or “CoIs”) may arise and to manage them transparently and responsibly when they cannot be avoided. This Policy sets out the standards, procedures, and responsibilities for identifying, reporting, and mitigating Conflicts to protect Bleap, its customers, shareholders, and all stakeholders.
2. Definitions
- Conflict of Interest (CoI): Any situation in which a Connected Person’s private, personal, or commercial interests interfere, or appear to interfere, with their ability to act in Bleap’s best interest.
- Connected Persons: Employees, Directors, Shareholders, Controlling Persons, and all third parties working with or on behalf of Bleap (e.g., consultants, agencies, intermediaries, outsourced providers).
- Controlling Person: Any person or entity with direct or indirect control or influence over Bleap or its shareholders.
- Director: Any member of Bleap’s Board, whether executive or non-executive.
- Employee: All individuals working under Bleap’s direction, including permanent staff, contractors, secondees, and temporary hires.
- Outside Business Interests (OBI): Any professional or business role performed alongside duties at Bleap, regardless of remuneration.
- Actual Conflict: A conflict that has already materialized.
- Potential Conflict: A situation that could reasonably develop into an actual conflict.
- Perceived Conflict: A situation that may appear to compromise impartial judgment, even if no actual bias exists.
- Private or Commercial Interest: Includes both financial (remuneration, shares, royalties, debt arrangements, property rights, IP rights) and non-financial interests (career advancement, reputation, privileged access).
- Relatives and Close Associates: Includes spouses/partners, children, siblings, parents, or close friends where the relationship could impair objectivity.
- Reporter: Any person who raises a Conflict concern.
- Shareholder: Any registered owner of shares in Bleap.
3. Identification of Conflicts
Connected Persons must consider whether their personal or professional interests interfere with their duties at Bleap. Conflicts may be:
- Between Bleap and a customer.
- Between a Connected Person and a customer.
- Between two or more customers of Bleap.
- Between Bleap and a third-party supplier, partner, or vendor.
- Between different entities within the Bleap group.
If unsure, the Connected Person must treat the situation as a Conflict and disclose it.
4. Identification of Conflicts
When you transact with Bleap, the following fees may apply:
- Between Bleap and a customer.
- Between a Connected Person and a customer.
- Between two or more customers of Bleap.
- Between Bleap and a third-party supplier, partner, or vendor.
- Between different entities within the Bleap group.
5. Identification of Conflicts
Conflicts detrimental to Bleap may occur when Connected Persons:
- Hold financial or contractual interests with parties competing with or contracting with Bleap.
- Maintain personal, professional, or political ties that may bias their decisions.
- Undertake responsibilities that overlap with conflicting roles.
- Have incentives to secure financial or reputational gain at Bleap’s expense.
6. Reporting Conflicts
- All Connected Persons must declare Conflicts during onboarding and whenever new situations arise.
- Declarations must be submitted to the Head of Compliance (or delegated function).
- Third parties who observe a Conflict must report it without delay.
- Failure to disclose may result in disciplinary action, including termination.
7. Managing Conflicts
- The Head of Compliance assesses reported Conflicts and documents them in the Conflicts Register.
- Where Directors, Shareholders, or Controlling Persons are involved, the Board assumes responsibility for resolution.
- Records must include the description of the Conflict, date of disclosure, reporter, and mitigating actions.
8. Internal Standards
Connected Persons must:
- Not misuse their position for personal benefit.
- Avoid external activities or jobs that could compete with Bleap’s interests without approval.
- Follow segregation of duties and information barrier requirements.
- Respect confidentiality and avoid influencing or controlling processes where they have personal interests.
9. Outside Business Interests (OBI)
- Employees must declare all OBIs during onboarding and update them when circumstances change.
- Directors, Shareholders, and Controlling Persons must disclose OBIs annually and whenever new ones arise.
- Directorships or roles with competitors are prohibited.
- The Compliance Function reviews and certifies all OBIs annually.
10. Committee Governance
- Committee members must disclose Conflicts to the chairperson.
- Members with Conflicts must recuse themselves from decision-making.
11. Gifts and Entertainment
- Any gift or hospitality worth €50 or more must be declared in the Gifts Register.
- Benefits that could be seen as influencing judgment must be refused or escalated.
12. Confidentiality
- Confidential information obtained in the course of Bleap duties must not be used for personal gain or disclosed improperly.
- Conflicts themselves are confidential and should only be discussed with the appropriate authority.
13. Whistleblowing
- Breaches of this Policy can be reported through Bleap’s whistleblowing channels, anonymously if preferred.
- Whistleblowers are protected against retaliation.
14. Personal Account Dealing (PAD)
- Connected Persons may engage in personal investments (e.g., in digital assets or funds).
- Transactions must not involve misuse of confidential information or create Conflicts with customer interests.
- Any suspicious or high-risk transactions are subject to Compliance review and potential investigation.
- The Compliance Function maintains records of all PAD-related disclosures.
15. Remuneration
- Bleap operates a fixed remuneration structure (salaries or fixed fees).
- No Connected Person receives variable pay (bonuses, commissions) linked to transaction outcomes, eliminating remuneration-related Conflicts.
16. Recruitment, Promotion, and Supervision
- Employment decisions must be merit-based, objective, and free from bias.
- Employees cannot be directly supervised by individuals with whom they have a close personal relationship, unless approved by the Board.
- Preferential treatment in hiring, promotion, or evaluation is strictly prohibited.
17. Outsourcing and Vendor Management
- Outsourcing arrangements must be assessed for Conflicts of Interest.
- Vendor relationships are subject to due diligence and oversight under Bleap’s third-party risk framework.
18. Governance and Oversight
- Bleap maintains a Conflicts of Interest Register.
- The first line of defence (business teams) must identify and escalate Conflicts.
- The second line (Compliance) monitors, documents, and ensures mitigation.
- The third line (Internal Audit) provides independent assurance.
- The Board retains ultimate responsibility for oversight.
19. Customer Primacy
Where Conflicts cannot be avoided, Bleap will always put customers’ interests first. If mitigation measures are not sufficient, Bleap will disclose the nature and source of the Conflict to the customer in clear, durable form before proceeding.
20. Training and Awareness
- All new hires receive training on this Policy during onboarding.
- Annual refresher training is mandatory for all Connected Persons.
- Training reinforces the need for proactive disclosure and responsible management of Conflicts.
21. Review and Certification
- This Policy is reviewed annually by the Compliance Function and approved by the Board.
- Employees and Directors must certify annually that they have complied with the Policy and disclosed relevant OBIs.
22. Main Conflicts of Interest Identified
Based on Bleap’s business model and operations, the following types of conflicts are most likely to arise:
22.1 Employee Outside Business Interests
- Employees may hold external positions, investments, or roles that could conflict with Bleap’s business.
- All OBIs must be disclosed during onboarding and updated if circumstances change.
Examples include:
22.2 Directors, Shareholders, and Controlling Persons
- Directors and Shareholders have a duty to avoid situations where their interests conflict with Bleap’s. They must disclose:
- Directorships with direct competitors are not permitted.All OBIs must be disclosed during onboarding and updated if circumstances change.
- Non-executive directors may hold external roles provided they do not conflict with Bleap’s business.
22.3 Involvement in Group Companies
Certain Directors of Bleap Ltd also serve as Directors of Bleap Finance sp. z o.o., a subsidiary within the Bleap group. This dual appointment is intentional and has been formally approved by the Board to ensure alignment of governance, strategy, and oversight across entities.
While such cross-directorships are permitted in this context, Bleap maintains the following safeguards:
- Executive Directors will not hold additional executive roles in other operational subsidiaries without prior Board approval.
- Where a matter arises that may present conflicting interests between Bleap Technologies Ltd and Bleap Finance sp. z o.o., the relevant Director(s) must declare the Conflict and, where appropriate, recuse themselves from related decision-making.
- The Head of Compliance monitors and records such arrangements in the Conflicts Register to ensure transparency and adequate management.
22.4 Contracts and Business Arrangements
- Conflicts may occur when Connected Persons have personal interests in contracts or agreements with Bleap.
- Employees must not provide consultancy or services to third parties that compete with Bleap without prior approval.
22.5 Outsourcing and Vendors
- Relationships with external vendors or intra-group service providers may present conflicts.
- All outsourcing arrangements must be assessed under Bleap’s Third-Party Risk Management framework.
22.6 Recruitment, Promotion, and Remuneration
- Hiring or promotion decisions involving close personal relationships may create conflicts.
- Preferential treatment in recruitment or promotion is strictly prohibited.
- Bleap’s fixed remuneration model minimizes conflicts linked to pay incentives.
22.7 Gifts and Hospitality
- Gifts, benefits, or entertainment offered to Connected Persons may influence judgment.
- Items valued at €50 or more must be declared in the Gifts Register.
22.8 Personal Account Dealing (PAD)
- Employees investing in crypto-assets or financial instruments may face conflicts with Bleap customers.
- Such dealings must be transparent, and high-risk transactions are subject to Compliance review.
22.9 Current Status
At this time, Bleap has not identified any Conflicts of Interest that remain unmitigated. All known Conflicts are documented in the Conflicts Register and have appropriate controls in place. This statement will be reviewed regularly and updated if circumstances change.
23. Summary
Bleap requires that all Connected Persons act with integrity, transparency, and professionalism, ensuring that personal or external interests do not undermine Bleap’s obligations to its customers or stakeholders.
