1.1. Escrowfy GmbH, operating under the Oxen Finance brand (“Oxen”, “we”, “our”), is committed to identifying, preventing, managing, and, where necessary, disclosing conflicts of interest that may arise in the course of providing services to our clients. This Conflicts of Interest Policy (“Policy”) sets out the framework through which we fulfil this commitment.
1.2. Conflicts of interest are inherent in any financial services business. What matters is not the absence of all conflicts—which is neither realistic nor achievable—but rather the existence of robust systems, controls, and governance to ensure that conflicts are identified promptly, managed effectively, and that our clients’ interests are protected at all times.
1.3. This Policy applies to all directors, officers, employees, contractors, agents, and affiliates of Escrowfy GmbH (collectively, “Relevant Persons”), and to all services provided through the Oxen Finance platform.
1.4. This Policy is designed to comply with:The Swiss Code of Obligations (CO), in particular the duty of care and loyalty under Articles 394–398;
VQF SRO regulations and guidance on conflicts of interest and organisational requirements;The EU Markets in Financial Instruments Directive (MiFID II), Articles 16 and 23, and Delegated Regulation (EU) 2017/565, Articles 33–43, where applicable;
The UK FCA’s Principles for Businesses (PRIN 8 — Conflicts of Interest) and Senior Management Arrangements, Systems and Controls Sourcebook (SYSC 10);
The ADGM Financial Services Regulatory Authority (FSRA) General Rulebook (GEN), Chapter 4 on conflicts of interest;
FATF Recommendation 18 on internal controls and compliance;
General principles of good corporate governance and fiduciary duty.
2.1. A conflict of interest arises where the interests of Escrowfy GmbH, a Relevant Person, or one client conflict with, or have the potential to conflict with, the duty owed to another client, and where this conflict may result in a risk of damage to the interests of that client.
2.2. Conflicts may be actual (currently existing), potential (reasonably foreseeable), or perceived (a reasonable third party might consider a conflict to exist, even if one does not in fact). All three categories are within the scope of this Policy.
2.3. The following non-exhaustive list illustrates the principal categories of conflict that may arise in the context of our business:
3.1. We maintain a Conflicts of Interest Register (“Register”) that records all identified actual, potential, and perceived conflicts of interest. The Register is maintained by the Compliance function and is reviewed and updated on a quarterly basis, or immediately when a new conflict is identified.
3.2. The following mechanisms are used to identify conflicts:
Annual conflict mapping exercise conducted by the Compliance function, covering all business lines, revenue streams, client segments, and third-party relationships;
New product and new service assessments, which include a mandatory conflict-of-interest screening before launch;
Third-party onboarding assessments, which evaluate potential conflicts arising from new banking partners, introducers, or service providers;
Staff declarations: all Relevant Persons are required to declare personal interests, outside business activities, and related-party relationships upon joining and annually thereafter;
Ongoing monitoring of transaction patterns, fee structures, and client outcomes by the Compliance function;
Whistleblowing and internal reporting channels, through which Relevant Persons can report suspected conflicts confidentially.
3.3. All Relevant Persons have a duty to report promptly to the Compliance function any situation they believe may give rise to a conflict of interest, whether affecting themselves, a colleague, or the Company.
Where a conflict of interest is identified, we apply a hierarchy of measures to address it. The preferred approach is prevention (elimination of the conflict). Where prevention is not feasible, we apply management controls. Where management controls are insufficient, we disclose the conflict to the affected client.
Segregation of duties: functions that could give rise to conflicts (e.g., compliance, treasury, client services, sales) are operationally and organisationally separated where practicable;
Information barriers (“Chinese walls”): where confidential information is held in one area of the business, access is restricted to prevent improper use in another area;
Independent compliance oversight: the Compliance function operates independently of revenue-generating business lines and reports directly to the CEO and Board;
Governance and escalation: conflicts that cannot be resolved at the operational level are escalated to the Chief Compliance Officer (CCO) and, if necessary, to the Board of Directors.
5.1. Where a conflict of interest cannot be adequately prevented or managed through the controls described in Section 4, we will disclose the conflict to the affected client(s) before proceeding with the relevant service or transaction.5.2. Disclosure is a measure of last resort, not a substitute for effective conflict management. We will not rely on disclosure alone to address a conflict unless all reasonable prevention and management measures have been considered and found insufficient.5.3. Where disclosure is required, we will provide the client with:
5.4. Disclosures are made in a durable medium (e.g., email or written notice via the Platform) and are retained in the client’s file.
The following conflicts are inherent in the nature of our business model. We have implemented specific controls for each:
7.1. The Chief Compliance Officer (CCO) has primary responsibility for the implementation and oversight of this Policy. The CCO maintains the Conflicts of Interest Register, reviews conflict reports, approves management measures, and reports to the Board.
7.2. The Board of Directors has ultimate responsibility for ensuring that the Company’s conflicts of interest framework is effective and proportionate. The Board reviews the Register and a summary of conflict-related activity at least annually.
7.3. The CEO is responsible for fostering a culture in which conflicts of interest are identified and reported promptly and without fear of retaliation.
7.4. All Relevant Persons are responsible for complying with this Policy, reporting conflicts promptly, and cooperating with investigations into potential conflicts.
8.1. All Relevant Persons receive training on conflicts of interest as part of their induction and on an annual basis thereafter. Training covers the identification of conflicts, reporting obligations, personal conduct requirements, and the consequences of non-compliance.
8.2. Additional targeted training is provided to individuals in roles that present heightened conflict risk, including client-facing staff, treasury, compliance, and senior management.
8.3. Training records are maintained by the Compliance function and are available for regulatory inspection.
9.1. Relevant Persons who become aware of an actual or suspected conflict of interest, or of a breach of this Policy, are encouraged to report it promptly to the CCO or through the Company’s confidential whistleblowing channel at whistleblowing@oxen.finance.
9.2. Reports made in good faith will be treated confidentially. No Relevant Person will suffer retaliation, disciplinary action, or any adverse consequence as a result of reporting a suspected conflict in good faith.
9.3. Clients who believe that a conflict of interest has adversely affected them are encouraged to raise the matter through our Complaints Handling Policy (OXN-POL-CMP-001) or by contacting compliance@oxen.finance.
10.1. Failure by a Relevant Person to comply with this Policy, including failure to report a conflict, failure to obtain required approvals, or engaging in conduct that prioritises personal or commercial interests over client interests, may result in:
Formal disciplinary proceedings, up to and including termination of employment or engagement;Clawback of any financial benefit derived from the conflict;
Reporting to relevant regulatory authorities where required by law;
Legal action to recover losses caused to Escrowfy GmbH or its clients.
10.2. Intentional concealment of a conflict of interest is treated as a serious breach of duty and will be dealt with accordingly.
11.1. The Conflicts of Interest Register, staff declarations, gifts and hospitality records, personal dealing records, and all related documentation are retained for a minimum of 10 years, in accordance with Swiss AMLA retention requirements and applicable regulatory obligations.
11.2. Records are stored securely with access restricted to the Compliance function, senior management, and external auditors or regulators upon request.
12.1. This Policy is reviewed at least annually by the CCO and approved by the Board. It is also reviewed following any material change to our business model, regulatory requirements, or corporate structure.
12.2. The most current version of this Policy is available at oxen.finance/conflicts-of-interest.
For questions about this Policy or to report a potential conflict of interest:
