Utrg, UAB (“we” or “the Company”) is committed to acting in the best interests of our clients and ensuring full compliance with applicable regulatory requirements. In accordance with Article 72 of the EU Markets in Crypto-Assets Regulation (MiCA), we disclose below the general nature of potential conflicts of interest that may arise in the course of providing crypto-asset services, as well as the measures we apply to manage or mitigate such conflicts. This information is provided to help our clients make informed decisions and to maintain transparency about our business practices.
1. Identification of Potential Conflicts of Interest
We have identified the following situations where conflicts of interest could potentially arise between Utrg, UAB (including our managers, employees, or any person associated with us) and our clients, or among our clients themselves, due to differences in economic interests, information asymmetry, or overlapping functions within the service provision chain:
- Multiple Roles: Utrg acts as both a crypto-asset exchange operator and a custodian of clients’ crypto-assets. This means we facilitate trading transactions while also safeguarding assets. There is a potential conflict if, for example, information obtained through our custody services (such as data on large-volume asset transfers) is used in a way that could create an advantage for trading operations conducted by or on behalf of the Company..
- Personal Interests of Staff: Directors, employees or other connected persons of Utrg might hold investments in certain crypto-assets or have external professional, financial, or personal relationships with other crypto-asset projects. For instance, a staff member may have access to non-public information that could be exploited for personal benefit or may be in a position to exert improper or biased influence over decisions that favour an externally linked project.
- Third-Party Influences: From time to time receive requests or incentives from third parties – such as crypto-asset issuers seeking to list their tokens on our platform, or service providers and business partners. This creates a potential conflict if such an issuer or partner’s interest in promoting their product does not align with the best interests of our clients. For example, an issuer may offer enhanced compensation, listing fees, or other commercial incentives to have a crypto-asset listed on our platform. In such cases, Utrg applies objective, documented, and client-focused asset-listing criteria rather than decisions based on commercial incentives..
2. Our Policies and Procedures to Mitigate Conflicts
Utrg, UAB has implemented a comprehensive Conflict of Interest management framework supported by robust internal procedures to prevent or manage the above conflicts. Key measures include:
- Segregation of Functions: We separate duties that could conflict. For example, our asset custody team is operationally distinct from our trading platform team, with strict controls on information exchange between them. Client asset information obtained by custodians is not shared with trading personnel in order to avoid any unfair commercial or trading advantage.
- Information Barriers: We maintain confidentiality through clearly defined information-barrier rules. Material non-public information is accessible only to those teams whose duties require such access, while access for other staff members or clients is restricted through internal policies and technical controls, thereby reducing the risk of misuse..
- No Inappropriate Incentives: Our employees’ compensation is structured to avoid conflicts. Notably, employee bonuses are not directly linked to the trading performance, fees, or volume of specific crypto-assets. Similarly, our listing decisions are not driven by payments from issuers – we have objective criteria for asset listings.
- Personal Account Dealing Rules: We have strict rules that prohibit our staff from exploiting insider knowledge. Any personal trading by our staff in crypto-assets that trade on our platform must be pre-approved and is monitored. Staff are forbidden from trading based on confidential information or in any way that disadvantages clients. These controls are in place to prevent conflicts arising from employees’ personal financial interests.
- Disclosure and Abstention:If a board member or employee has a personal interest in a matter, they must declare the conflict and immediately recuse themselves from the decision-making process. The Company also avoids appointing individuals to roles where their external interests conflict with their duties or could compromise impartiality.
- Fair Client Treatment: We have an obligation to treat our clients fairly. Our trading platform’s matching engine and order handling procedures are designed to be fair and automated, so no client is given unfair priority. In the event of limited opportunities, we would allocate based on transparent rules (e.g. first-come-first-served or pro-rata) rather than favor any particular client. The Company strictly prohibits engaging in front-running.
- Transparent Fee Structure: All fees and commissions are clearly disclosed to clients in advance. Utrg does not receive hidden inducements from third parties for routing client business. This transparency removes a source of potential conflict where the firm’s profit could otherwise come into tension with the best execution for the client.
- Independent Compliance Oversight: The independent Compliance function has the authority to veto, halt, or amend business decisions if conflict-of-interest risks are identified. Compliance reviews new product approvals, marketing materials, and significant transactions to ensure conflicts are appropriately identified and addressed.
- Client Consent and Disclosure: In the rare cases where a conflict of interest is identified that cannot be sufficiently mitigated by our controls, we will inform clients of the nature of the conflict, associated risks, and the measures taken, before proceeding with the transaction. This allows the client to decide whether to continue. We view such disclosures as a last resort – our goal is to resolve conflicts internally – but they are available to ensure client interests are protected.
3. Ongoing Management and Updates:
We continuously monitor our business for new conflict of interest situations. This statement is regularly reviewed and updated whenever significant new conflicts are identified or when the nature of our services changes. The Conflict of Interest Policy is reviewed at least annually to assess its effectiveness and to ensure that it remains aligned with current legal requirements and recognised industry best practices.
4. Your Trust:
Managing conflicts of interest fairly is fundamental to our duty to you as our client and to maintaining your trust. This document forms an integral component of our MiCA-compliant governance and control framework and is available to all clients upon request. If you have any questions or require more information on how we handle conflicts of interest, please contact us at support@utpay.io.
