> For the complete documentation index, see [llms.txt](https://docs.spendl.money/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://docs.spendl.money/spendl-compliance-pack/spendl-conflict-of-interest-management-policy.md). # Spendl Conflict of Interest Management Policy Version 1.2 ### 1. Document Control | **Version** | 1.2 | | ------------------ | ------------------------------------------------------- | | **Effective Date** | 1 July 2026 | | **Approved By** | Board of Directors | | **Owner** | Chief Compliance Officer | | **Next Review** | July 2027 or sooner on regulatory or operational change | ### 2. Introduction In terms of Section 15 of the Financial Advisory and Intermediary Services Act, No. 37 of 2002 (FAIS Act) and the General Code of Conduct for Authorised Financial Services Providers and Representatives (General Code), authorised FSPs must implement, maintain, and disclose a Conflict of Interest (COI) Management Policy. This policy sets out how SPENDL identifies, avoids, mitigates, manages, and discloses conflicts of interest in order to protect Customers, ensure fair outcomes, and comply with FSCA regulatory obligations. It gives effect to the summary commitments at clause 3.7 of the Terms and Conditions. ### 3. Purpose and Objectives * Prevent conflicts of interest where possible. * Identify and assess actual, potential, or perceived conflicts of interest that may create a material risk to Customers. * Establish systems and controls to manage unavoidable conflicts. * Ensure full, fair, and timely disclosure of conflicts where relevant. * Promote a culture of fairness, professionalism, and Treating Customers Fairly (TCF) as set out in the Terms and Conditions and the standalone TCF Policy. ### 4. Application and Scope This policy applies to: * Light Fusion (Pty) Ltd t/a SPENDL and its subsidiaries (if any). * All directors, key individuals, representatives, employees, and contractors. * All dealings with B2C Customers, B2B Customers, End Users, product suppliers, the Programme Partner, liquidity partners, banking partners, distribution channels, and third parties. ### 5. Definitions **Conflict of Interest (COI):** Any situation in which SPENDL or its employees have an interest that may influence the objective performance of obligations to a Customer, prevent the rendering of an unbiased and fair financial service, or prevent acting in the best interests of a Customer. This includes financial interests, ownership interests, and relationships with third parties. **Financial Interest:** Cash, vouchers, gifts, benefits, travel, hospitality, sponsorship, services, or any valuable consideration, excluding permitted commission, regulated fees, or immaterial interests. **Immaterial Financial Interest:** A financial interest with a determinable monetary value not exceeding R1,000 per third party per calendar year, aggregated across representatives. **Ownership Interest:** Any equity or proprietary interest (other than holdings as an approved nominee) and any dividend, profit share, or similar benefit derived. Capitalised terms not defined here have the meanings given in the Terms and Conditions. ### 6. CASP-Specific Conflicts Identified As a crypto asset service provider (CASP) operating under FAIS Category I, SPENDL has identified the following conflicts specific to its business model. These are disclosed to Customers here and the Terms and Conditions: #### 6.1 FX Margin on Conversion SPENDL earns revenue from the FX margin applied over the wholesale rate quoted by its liquidity partners when converting Crypto Assets to ZAR. A wider spread increases SPENDL's revenue. This conflict is managed by: (a) disclosing the margin in the Fee Schedule; (b) applying a best-execution standard; and (c) monitoring execution quality against benchmark rates. #### 6.2 Programme Partner and Banking Partner Relationships SPENDL's Programme Partner issues and processes the Card and operates the pooled client ZAR account. Revenue-share, fee-share, or cost-allocation arrangements with the Programme Partner could create an incentive to favour the partner's interests over the Customer's. This is managed by: (a) maintaining arm's-length commercial terms; (b) disclosing the identity of the Programme Partner on the Website; and (c) ensuring complaints and disputes are resolved in the Customer's interest under this policy and the Network Rules. #### 6.3 Liquidity Partner Selection SPENDL selects liquidity partners for crypto-to-ZAR conversion. Selection is based on price, certainty of execution, speed, size, and counterparty risk, not on fee-sharing or inducement arrangements. The Compliance Officer reviews liquidity-partner arrangements annually for potential COI. #### 6.4 B2B Tenant Commercial Arrangements Revenue-share, margin-share, or yield-share arrangements with B2B Customers could create incentives that are not aligned with the B2B Customer's End Users. This is managed by: (a) requiring B2B Customers to impose minimum End User protections; and (b) monitoring End User complaint volumes per arrangement. ### 7. Types of Conflicts * Actual: A real, current conflict exists. * Potential: A conflict may arise in the future. * Perceived: A third party may reasonably believe a conflict exists. * Conflict of Duty: Competing roles or responsibilities may compromise impartiality. ### 8. Identification of Conflicts Employees and representatives must actively identify potential conflicts by asking: * Does this situation influence my ability to act objectively in the Customer's best interest? * Is my judgment potentially biased by a financial or ownership interest? * Could a third party reasonably perceive bias in this situation? Controls include: * Annual COI declarations by all directors, key individuals, and representatives. * Continuous reporting of any conflicts as they arise. * Maintenance of a central Conflict of Interest and Gift Register. * Review of all third-party contracts (including Programme Partner, liquidity partner, and banking partner agreements) to detect potential COI. ### 9. Management of Conflicts #### 9.1 Avoidance Where possible, conflicts will be eliminated. For example: declining prohibited incentives, restructuring business relationships, or refusing mandates. #### 9.2 Mitigation Where avoidance is not possible: * Information barriers and segregation of duties will be implemented. * Supervision and oversight will be increased. * Remuneration structures will avoid biasing representatives. * Disclosure will be made to Customers and the FSCA where required. #### 9.3 Disclosure Unavoidable conflicts will be disclosed in writing to Customers prior to or at the time of rendering the financial service, including: the nature of the conflict, the measures taken to mitigate it, any ownership or financial interests involved, and reference to this policy. This disclosure forms part of the pre-contractual disclosures referenced in the Terms and Conditions. ### 10. Permitted Financial Interests * Commission and fees authorised by legislation. * Fees agreed in writing with Customers or set out in the Fee Schedule in the Terms and Conditions. * Reasonable remuneration for services rendered. * Immaterial financial interests within the R1,000 limit. * Training or educational benefits not exclusive to selected providers. ### 11. Non-Permitted Financial Interests * Incentives based solely on business volumes without regard to fair outcomes. * Sign-on bonuses (except where permitted by law). * Payments or benefits that give preference to specific suppliers or products. * Solicitation of gifts, benefits, or hospitality from Customers or third parties. ### 12. Ownership Interests SPENDL currently holds no ownership interests in product suppliers or third parties that could create a conflict of interest. Any such interests arising in future will be disclosed to Customers and managed under this policy. ### 13. Registers and Recordkeeping * A Conflict of Interest Register for all identified COI. * A Gift and Financial Interest Register. * Annual declarations from all employees. * Records of disclosure to Customers and the FSCA. Records are retained for at least five years consistent with the FIC Act retention requirements and our Terms and Conditions. ### 14. Roles and Responsibilities * **Board of Directors:** Overall accountability for compliance with FAIS and oversight of COI management. * **Key Individuals / Conflicts Officer:** Implement this policy, monitor compliance, maintain registers, and report to the FSCA. * **Compliance Officer:** Independent monitoring, annual reporting, and escalation of issues. * **All Employees and Representatives:** Duty to disclose, avoid, and manage conflicts; record financial interests; and comply with this policy. ### 15. Training SPENDL will provide ongoing training to all employees to ensure awareness, identification, and compliance with COI obligations. Training will be refreshed annually and upon induction of new staff. ### 16. Consequences of Non-Compliance * Disciplinary action up to dismissal. * Debarment under section 14 of the FAIS Act. * Regulatory enforcement or sanctions by the FSCA. ### 17. Review of Policy This policy will be reviewed annually or sooner if regulatory or operational changes require it. Updates will be approved by the Board and communicated to all staff. The review cycle is consistent with the Terms and Conditions, which notes that the policy is reviewed annually and on any material change. ### 18. Commitment to TCF SPENDL is committed to the TCF principles of the FSCA (as set out in Terms and Conditions and the standalone TCF Policy), ensuring that Customers receive fair outcomes, services are provided with integrity and transparency, and conflicts are avoided, mitigated, or disclosed fully in line with regulatory expectations. ### 19. Availability This policy is available to Customers upon request and published on the Website, as stated in Terms and Conditions. A summary of the policy is included in the FAIS Disclosure Notice. ### 20. Contact * Compliance Officer: ### 21. Version Control | **Version** | **Effective Date** | **Summary of Changes** | **Reason for Changes** | **Approved By** | | ----------- | ------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------ | | 1.1 | 1 September 2025 | Founding version - initial FAIS Disclosure Notice issued | Initial FSCA/FAIS compliance requirement upon platform launch | Board of Directors | | 1.2 | 1 July 2026 | New section 6 disclosing four CASP-specific conflicts with mitigations: FX margin on crypto-to-ZAR conversion, Programme Partner and banking partner arrangements, liquidity partner selection, and B2B yield-share arrangements; generic examples list removed; scope extended to B2C and B2B Customers, End Users, and Programme, liquidity and banking partners. Cross-references added to the Terms and Conditions, TCF Policy and FAIS Disclosure Notice; five-year FIC Act retention added; Website publication and Compliance Officer contact added. Sections renumbered. | Alignment with the Terms and Conditions, TCF Policy, FAIS Disclosure Notice and the B2B/End User perimeter; remediation of Compliance Framework Update. | Board of Directors |