Conflicts of Interest Policy

1. Introduction

ZenGuard Markets Ltd ("we", "us", "our") is committed to conducting our business with integrity and in the best interests of our clients. We recognize that conflicts of interest may arise in the course of our activities and that such conflicts have the potential to harm client interests if not properly identified and managed. This Conflicts of Interest Policy sets out our approach to identifying, managing, and disclosing conflicts of interest.

This policy is established in accordance with the UK Financial Conduct Authority (FCA) Conduct of Business Sourcebook (COBS) and the Markets in Financial Instruments Directive (MiFID II) requirements. We maintain organizational and administrative arrangements designed to prevent conflicts of interest from adversely affecting the interests of our clients.

2. Scope

This policy applies to all ZenGuard Markets employees, directors, officers, and any persons associated with us who are involved in or may influence activities that could give rise to conflicts of interest. It covers all business activities, including but not limited to order execution, market making, research and recommendations, client advisory services, and corporate functions.

We extend the principles of this policy to our relationships with affiliates, introducers, and other third parties where their activities may impact our clients. All relevant personnel are required to familiarize themselves with this policy and to report any actual or potential conflicts in accordance with the procedures set out herein.

3. Identifying Conflicts

A conflict of interest arises where we have an interest in a transaction or service that may compete with or otherwise adversely affect the interests of a client, or where we have an incentive to favor our own interests or those of another client over the interests of a particular client. We maintain a conflicts of interest register that documents identified conflicts and the measures taken to manage them.

Our compliance function conducts regular assessments to identify circumstances that may give rise to conflicts. We consider the structure of our business, the nature of our activities, the interests of our clients, and the incentives that may influence the behavior of our personnel. We also encourage employees to report any situations that they believe may constitute or give rise to a conflict of interest.

4. Types of Conflicts

Principal Trading: ZenGuard Markets acts as principal in many client transactions, meaning we are the direct counterparty to client trades. We hedge our exposure through offsetting positions with liquidity providers. This creates a potential conflict insofar as our profitability may be affected by client trading outcomes. We manage this through robust risk management, clear disclosure to clients, and adherence to our Order Execution Policy.

Employee Trading: Our employees may have personal trading accounts or investments that could conflict with their duties to clients. We maintain a personal account dealing policy that restricts employee trading, requires pre-approval for certain transactions, and prohibits trading that could conflict with client interests or inside information.

Remuneration: The structure of employee remuneration could create incentives that conflict with client interests. We design our remuneration policies to align employee interests with fair treatment of clients and to avoid incentives that could encourage inappropriate behavior. Sales-based remuneration is balanced with compliance and client outcome metrics.

Research and Recommendations: Where we provide research, analysis, or trading recommendations, we ensure that such content is not influenced by conflicts that could compromise its objectivity. Our research function operates with appropriate independence, and we disclose any material conflicts in our research publications.

5. Managing Conflicts

Where we identify a conflict of interest, we take appropriate measures to manage it. Our approach may include one or more of the following: establishing Chinese walls to separate functions and prevent the flow of confidential information, implementing information barriers and need-to-know access controls, segregating duties so that no single individual has conflicting responsibilities, and establishing independent oversight of conflicted activities.

For conflicts that cannot be adequately managed through organizational measures, we may decline to act, refer the matter to a client for consent, or disclose the conflict and obtain explicit client acknowledgment before proceeding. We document all conflict management decisions and maintain records for regulatory review.

6. Organizational Measures

We have implemented a range of organizational and administrative arrangements to prevent conflicts from adversely affecting clients. Our compliance function is independent from business units and reports directly to senior management. We maintain clear reporting lines and segregation of duties between front-office, middle-office, and back-office functions.

We have established policies and procedures governing personal account dealing, gifts and inducements, outside business activities, and the handling of confidential information. All employees receive training on conflicts of interest upon joining and periodically thereafter. Our compliance team monitors adherence to these arrangements and escalates any breaches or concerns.

7. Disclosure

In some circumstances, the most appropriate way to address a conflict of interest is through disclosure to the affected client. We will disclose the general nature and source of conflicts of interest to clients in a manner that is comprehensive, clear, and sufficiently detailed to enable them to make an informed decision. Disclosure will be made before we undertake the relevant business on their behalf.

We maintain a summary of our conflicts of interest policy on our website and provide clients with a description of our main conflicts and the steps we take to manage them. Clients may request further information about our conflict management arrangements at any time. Disclosure does not exempt us from our obligation to manage conflicts effectively; it supplements our organizational measures.

8. Gifts and Inducements

We have a strict policy governing the giving and receiving of gifts, hospitality, and other inducements. Employees must not offer or accept gifts or inducements that could conflict with our duty to act in the best interests of clients or that could impair the independence of the recipient. All gifts and hospitality above de minimis thresholds must be disclosed and approved in accordance with our internal procedures.

We do not offer inducements to clients that are designed to encourage them to trade in a manner that is not in their best interests. Any benefits we provide to clients, such as educational content or platform features, are disclosed and do not impair our duty to act fairly. We comply with the FCA rules on inducements and ensure that any benefits received from or given to third parties are designed to enhance the quality of service to clients.

9. Employee Obligations

All ZenGuard Markets employees are required to act with integrity and to avoid situations that could give rise to conflicts of interest. Employees must disclose any personal interests, outside activities, or relationships that could conflict with their duties. They must not use their position to obtain improper personal benefit or to favor any client over another in a manner that breaches our policies.

Employees with access to confidential or inside information must not use such information for personal gain or disclose it inappropriately. Breach of these obligations may result in disciplinary action, including dismissal, and may also constitute a regulatory or criminal offense. We maintain a confidential reporting channel for employees to raise concerns about conflicts or other misconduct.

10. Monitoring and Review

Our compliance function monitors the effectiveness of our conflict management arrangements on an ongoing basis. We conduct periodic reviews of our conflicts register, assess whether existing measures remain appropriate, and identify any new conflicts that may have arisen from changes in our business or the market environment.

This policy is reviewed at least annually by senior management and the board. Material changes to the policy are approved by the appropriate governance bodies and communicated to relevant personnel. We will update our disclosure to clients when there are material changes to our conflict management approach.

11. Contact

If you have any questions about this Conflicts of Interest Policy or wish to obtain further information about how we manage conflicts, please contact us:

ZenGuard Markets Ltd Compliance Department Email: compliance@zenguardmarkets.com Address: 1 Canada Square, Canary Wharf, London E14 5AB, United Kingdom

For general client inquiries, you may contact our support team at support@zenguardmarkets.com.