Conflicts of interest, Associated risks, Risk mitigation measures

1.   Scope

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Seedblink SA ("SeedBlink") acts honestly, fairly, and professionally in the interest of its clients. This document details the types of conflicts of interest that may arise in Seedblink's activities and establishes how Seedblink identifies, monitors, prevents, and manages potential or real conflicts of interest that may arise from the provision of crowdfunding services.

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2.   Scope of Application

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This document identifies the situations, relationships, services, activities, or transactions of Seedblink where conflicts of interest may arise.

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SeedBlink maintains and applies effective internal rules to prevent conflicts of interest.

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3.   Reference documents

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• REGULATION (EU) 2020/1503 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 7 October 2020 on European crowdfunding service providers for business and amending Regulation (EU) 2017/1129 and Directive (EU) 2019/1937.
• DELEGATED REGULATION (EU) 2022/2111 OF THE COMMISSION of 13 July 2022 supplementing Regulation (EU) 2020/1503 of the European Parliament and of the Council with regard to regulatory technical standards specifying conflicts of interest requirements for crowdfunding service providers.
• Technical standards issued by ESMA according to EU Regulation 2020/1503.
• DIRECTIVE 2014/65/EU OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU.

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4. Definitions and abbreviations

5.   The person responsible for identifying, preventing and managing conflicts of interest

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The Compliance and Risk Officer has an active role in identifying and monitoring conflicts of interest that may arise in the course of providing crowdfunding services offered by SeedBlink.

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Contact details: cristian.bornoiu@seedblink.com;

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6.   General principles in the performance of duties at the level of SeedBlink’s employees and collaborators

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a) moral integrity;

b) impartiality and non-discrimination;

c) professionalism and transparency;

d) compliance with the provisions of the current legislation;

e) confidentiality;

f) prevention and combating of acts of corruption, money laundering, and financing of terrorism;

g) prudence;

i) avoidance of defamation.

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7.   Identification of circumstances that constitute or could lead to a conflict of interest

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Seedblink takes all appropriate measures to prevent, identify, manage, and disclose conflicts of interest between crowdfunding service providers, shareholders, management board members, their employees, or any other natural or legal person related to them through a control relationship, and their clients or between one client and another client.

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Situations in which conflicts of interest may arise in Seedblink's activities include:

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1. When Seedblink accepts project developers related to crowdfunding services provided through the crowdfunding platform, including:
   • Seedblink shareholders owning at least 20% of the share capital or voting rights;
   • Members of Seedblink's management board or employees; ;
   • Any natural or legal person related to the aforementioned shareholders, board members, and employees through control relationships, as defined in Article 4(1) point 35 letter (b) of Directive 2014/65/EU.
2. When Seedblink, including its management board members (Board of Directors), employees, and persons involved in crowdfunding services, or any person in a direct or indirect control position over Seedblink, has or may have a financial or non-financial interest that could affect the objective and impartial fulfillment of obligations and duties according to current legislation and internal norms,  potentially negatively impacting the client's interests.
3. The relationship between two clients in the provision of any crowdfunding service and any ancillary service or a combination of these services.
4. When the interests of a relevant person interfere with the interests of Seedblink, potentially leading to a conflict.
5. A Seedblink employee or a person directly or indirectly linked to Seedblink may gain financially or avoid a financial loss at the expense of the client.
6. A Seedblink employee or a person directly or indirectly linked to Seedblink has an interest in the outcome of a crowdfunding service or ancillary service provided to the client or a transaction carried out on behalf of the client, differing from the client's interest.
7. A Seedblink employee or a person directly or indirectly linked to Seedblink obtains a financial or other incentive by favoring the interest of one client or a group of clients over another client.
8. A Seedblink employee or a person directly or indirectly linked to Seedblink receives or will receive an incentive from a third party in connection with a crowdfunding service or ancillary service provided to the client, in the form of monetary or non-monetary benefits or services.
9. A Seedblink employee fails to declare a position held outside the employment contract with Seedblink that could place them in a conflict of interest situation.
10. A Seedblink employee shares preferential or confidential information related to a project developer or investor with other clients before official communication channels.
11. SeedBlink has defined its process for evaluating employee performance and remuneration based on sales objectives that could encourage staff to recommend investment campaigns to investors that are not in the best interest of the investors.
12. A member of Seedblink's management also holds an executive position in the management of start-up companies for which funding is being sought.

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8.   Measures for preventing conflicts of interest or mitigating potential adverse outcomes

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8.1 Measures for preventing conflicts of interest related to SeedBlink's staff

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In order to avoid a possible conflict of interest, Seedblink's personnel (including management and employees) must be subject to the following obligations:

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1. Not to be a shareholder, administrator, employee, censor, agent for crowdfunding services, representative of the internal control department or auditor, for a project owner;
2. Recommend or suggest to any person the sale or purchase of financial instruments;
3. Not to disclose to any person, except within the framework of their duties, inside information obtained in the course of or as a result of the performance of their duties;
4. Not to use their official position and/or confidential/privileged information acquired in the exercise of their job duties for personal advantage;
5. Not to act in any manner that jeopardizes or could be considered to jeopardize or may induce a situation prejudicial to Seedblink;
6. Not to claim or receive, for himself or for another person, money, gifts, goods, benefits or other advantages for the performance of activities within the scope of its duties or the object of activity of Seedblink or to create advantages to persons with whom it is in official relations on behalf of Seedblink;
7. Not to perform work and/or use Seedblink's assets and employees for work that does not represent Seedblink's interests, or for personal purposes or for third parties, during working hours.If an employee of Seedblink holds another position with another employer, whether remunerated or not, whether in a public or private position, including a member of a board of directors, supervisory board, directorate or conduct its own business, it shall inform Seedblink's Managing Director in writing of any such positions,  before contracting the quality of employee / associate shareholder / director / director. Seedblink also ensures that where staff carry out other activities, they are carried out with a level of independence appropriate to the size and activities of Seedblink, and that the risk of harm to clients' interests is avoided.
8. Seedblink accepts as investors in crowdfunding projects offered on the Platform the following persons:(a) shareholders of Seedblink holding 20% or more of the share capital or voting rights;(b) members of the management body or employees of Seedblink;(c) any natural or legal person linked to those shareholders, members of the management body and employees by control.

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Seedblink shall ensure that, in such a case, where the persons referred to above in points (a) to (c) invest, they will receive the same information regarding specific crowdfunding projects and that such investments are made under the same conditions as those of other investors and that such persons do not receive preferential treatment. In this respect, Seedblink has implemented the internal procedure regarding transactions carried out within the platforms operated by Seedblink, by the persons referred to in points a) to c).  

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Seedblink will publicly display on its website that it accepts these individuals as an investor.

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9. Seedblink shall not accept as project developers in relation to crowdfunding services provided through the crowdfunding platform any of the following:(a) shareholders of Seedblink holding 20% or more of the share capital or voting rights;(b) members of the management body or employees of Seedblink;(c) any natural or legal person linked to those shareholders, members of the management body and employees by control as defined in point (35)(b) of Article 4(1) of Directive 2014/65/EU.

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8.2. Measures to assure independence

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Seedblink has the following measures in place to ensure the necessary degree of independence:

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1. effective procedures to prevent or control the exchange of information between relevant persons engaged in activities involving a risk of conflict of interest where the exchange of such information may harm the interests of one or more clients;
2. separation of reporting lines of persons whose main functions involve carrying out activities or providing services to clients whose interests may conflict with the interests of the company;
3. the removal of any direct link between the remuneration of relevant persons engaged in one activity and the remuneration or income of different relevant persons principally engaged in another activity, where a conflict of interest may arise in relation to those activities;
4. measures to prevent or limit any person from exercising undue influence over the conduct of activities or investment or ancillary services by a relevant person;
5. measures to prevent or control the simultaneous or sequential involvement of a relevant person in separate investment or ancillary activities or services, where such involvement may impair the sound management of conflicts of interest.

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8.3. Measures for the prevention and management of conflicts

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Opt-out Rule - Seedblink has no interest in crowdfunding offers on the crowdfunding platform.

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Independence rule - all departments and related personnel act independently with regard to the interests of the intended clients.

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Information barriers - Seedblink respects the confidentiality of information received about or from customers. Seedblink applies the "need to know" approach. Thus, personal information about clients will only be disclosed internally when it is necessary to obtain a crowdfunding service. In line with this approach, Seedblink limits access to information, controls access to nonpublic information by maintaining information barriers to prevent potential unauthorized access and misuse of nonpublic information and inside information.

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Conflict  of interest register - the Conflicts of interest register is a register of the types of conflicts of interest involving a material risk of damage to the interests of one or more clients, conflicts that have arisen or could arise in connection with regulated services or activities.

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Employee Compensation – Seedblink's remuneration policy prevents remuneration structures that could give rise to conflicts of interest.

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Gift Policy - Where gifts are offered, they will be declined by Seedblink employees if they are unreasonable and exceed a maximum value set internally, and create a conflict of interest or perception of conflict of interest.

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Communication - Where a (potential) conflict of interest is identified, the proposed procedures and measures should effectively prevent the risk of harm to clients' interests from materializing. Seedblink relies on managing such risks through customer communication and consent only when there is a reasonable belief that such risks cannot be prevented. The client can then decide whether or not to proceed on this basis.

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Informing clients of the potential conflict of interest will be done in a timely manner so that they can make an informed decision about the service in the context of which the conflict of interest arises. It shall include a specific and clear description of conflicts of interest and associated risks identified in the context of a particular service, taking into account the profile of disclosed clients, in particular their qualification (sophisticated or unsophisticated investors). The disclosure shall make clear that the organizational and administrative arrangements adopted by Seedblink for the prevention or management of conflicts of interest are not sufficient to ensure, with reasonable confidence, that risks of damage to clients' interests are avoided.

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9. Risks associated with conflicts of interest: