Ethical Conduct

Our unwavering commitment revolves around the core values of transparency, integrity, and respect. which form the very foundation upon which we have built SMART. Our dedication to these values ensures that every user's experience with SMART is not just meaningful but also secure and inclusive.We believe in openness and clarity in all our actions and decisions. We make every effort to keep our users informed about how we operate, the data we collect, and how we use it. We firmly believe that informed users are empowered users, and that's why we go the extra mile to provide transparent information about our policies and practices. Integrity is the cornerstone of our organization. We hold ourselves to the highest ethical standards in every aspect of our operations. Our commitment to integrity extends to how we handle content and interactions on our platform. We do not tolerate any form of deception, fraud, or unethical behaviour. We foster an environment where diverse voices and perspectives are not just accepted but celebrated. We encourage respectful dialogue and constructive engagement within our organization.

Ethical Behavior

SMART maintains an unwavering commitment to maintaining elevated ethical standards across all facets of its operations. All employees and users must consistently exhibit honesty, integrity, and professionalism. Honesty and transparency in all interactions are highly valued. Employees and users are obligated to furnish precise and truthful information during registration or participation in transactions on our platform.

Compliance with Laws and Regulations

Compliance with all applicable laws is a fundamental pillar of our operations. We understand that it is not just a legal requirement but also a moral obligation to operate within the boundaries of the law. To ensure that we meet this commitment, we have implemented several key practices:

• Employee Training: Our dedication to compliance begins with our employees. We provide regular and comprehensive training programs which cover a wide range of topics, including relevant laws and regulations, industry standards, and best practices.

• User Monitoring: We actively monitor activities on our platform to ensure that no unlawful or unethical behavior takes place. Our monitoring systems are designed to flag any suspicious or potentially illegal activities. This not only helps us maintain compliance but also contributes to a safer and more secure environment for all users.

• Licensing and Policy Adherence: We are committed to upholding the terms and conditions of our license provided by VARA. We keep a vigilant eye on any updates or amendments of any of the applicable laws and regulations. Our legal and compliance teams work diligently to ensure that our platform remains fully compliant with all provisions, even as they may evolve over time.

Prevention of Conflict of Interest

The Company has formulated a Conflict-of-Interest policy to protect the interests of its stakeholders, including shareholders, group entities, the Board, employees, vendors, service providers, and clients (collectively the “Stakeholders”). This policy promotes transparency, fairness, and effective corporate governance by addressing and mitigating instances of Conflicts of Interest that may arise within these Stakeholders. By adopting this Conflict of Interest policy, the Company strives to uphold ethical conduct, prevent favouritism or bias, and ensure the integrity of decision-making processes.

Confidentiality and Data Protection

The confidentiality and data protection of our users are not just priorities; they are non-negotiable commitments that underpin all our data processing and handling activities. We recognize that the trust our users place in us is built on the assurance that their privacy and data are handled with the utmost care and in strict accordance with the law. Here's how we uphold this commitment:

• Respect for Privacy: We instill a culture of respect for privacy among all our employees and users. We require everyone associated with SMART to honor the privacy of others, both within and outside the organization.

• Adherence to Data Protection Laws: Our operations are designed to conform to all applicable data protection laws and regulations applicable to our business. We stay up-to-date with evolving legal requirements to ensure ongoing compliance.

• Stringent Data Processing Norms: Our data processing norms and guidelines are stringent by design. We maintain a robust framework for how we collect, store, process, and share data, ensuring that every step aligns with the highest standards of data protection and privacy.

• Confidentiality of Non-Public Data: We understand that user data is sensitive and confidential. We pledge to maintain strict confidentiality regarding our users' non-public data. Every user of SMART has an obligation to respect the privacy of other users and to not engage in unethical conduct.

• Adequate Security Provisions: The Company has implemented comprehensive security measures to safeguard its users' interests. As such, the Company has implemented safeguards and practices such as encryption, access controls, regular security audits, and continuous monitoring to detect and respond to any potential threats to the security of the data in the possession of the Company.

Prevention of Market Manipulation

As a Virtual Asset Market Exchange, our commitment to maintaining the integrity and fairness of the market is unwavering. We categorically prohibit and actively enforce strict measures against any form of market manipulation, including insider trading and pump-and-dump schemes. We have adopted a robust and comprehensive Market Conduct Policy in this regard which is available at [*].

Internal Policies and Procedures

The Company has implemented stringent internal policies for its employees which include a Code of Conduct, Conflict of Interest Policy, Governance Framework and other human resources manuals and guidelines. These policies not only guide our workforce but also demonstrate our commitment to responsible business practices. Through implementing and upholding these internal policies and guidelines, we aim to create a work environment where ethical conduct, legal compliance, and the preservation of our core values are paramount. Our employees are integral to the success of our organization, and their commitment to these principles ensures that we can continue to operate with trust and confidence, both internally and externally.

No to Discrimination

We prioritize inclusivity both internally and externally. Our transparent hiring and advancement processes are based solely on skills and performance, with no room for bias or discrimination. We provide equal opportunities for all employees. Similarly, we are equally dedicated to offering equal opportunities and experiences to all our platform users. Our vision is to establish a fair and unbiased market, free from external factors that might disrupt its operation. Our platform and interface are designed to ensure that every user enjoys the same level of access and experience.

Continuous Improvement

We are fully committed to continuous improvement and innovation. We eagerly welcome feedback and suggestions from both our employees and users, as they play a crucial role in enhancing and upgrading our platform and its functionality.

Grievance Redressal and Actions

We have established a comprehensive grievance redressal mechanism that effectively addresses concerns related to our platform, other users, content, or the operations of the company. This mechanism enables us to take both preventive and punitive measures against users or individuals who breach applicable laws and/or our company policies and procedures.Additionally, we operate in compliance with VARA's directions, which may require specific actions to be taken against certain users of our platform. We emphasize that ethical conduct and transparency are paramount in all user interactions on our platform. We expect every user to uphold these principles when engaging with others, fostering a respectful and trustworthy environment.

Compliance Management

The Compliance Management of all the policies, procedures, norms, and guidelines of the Company is an essential aspect of ensuring ethical conduct and regulatory adherence. To effectively handle these responsibilities, the Company has established a structured Compliance Department comprising designated Compliance Officers. These officers are specifically assigned to adjudicate instances of breach related to various regulatory policies, such as Anti-Money Laundering (AML), Anti-Corruption and Bribery, Conflict of Interest, Outsourcing, Listing Policy, and other applicable policies and guidelines.The Compliance Department operates independently from senior management or key managerial personnel, ensuring its autonomy and impartiality in decision-making processes. This independence safeguards against any potential conflicts of interest that could compromise the objective enforcement of compliance policies. By maintaining its autonomy, the Compliance Department can focus solely on upholding the organization's integrity and regulatory compliance.The Compliance Department functions within a well-defined framework and structure, which is established through the enforcement and dispute redressal policies of the Company. These policies align with the guiding principles of natural justice, such as fair adjudication, the right to be heard, independent adjudication, fair investigation, and transparency. This approach guarantees that any investigations or adjudications conducted by the Compliance Department are conducted fairly and in accordance with legal and ethical standards.The selection process for Compliance Officers within the department is stringent and designed to ensure that only individuals with the requisite experience, skills, standing, reputation, and a history of good conduct are chosen. This selection criteria further strengthens the credibility and effectiveness of the Compliance Department, as it ensures that the individuals responsible for upholding compliance standards possess the necessary expertise and professionalism.Through the proactive and diligent efforts of the Compliance Department, the Company can maintain a culture of compliance, transparency, and integrity. By adhering to regulatory policies and guidelines, the Company mitigates risks associated with legal and ethical violations, protecting its reputation and fostering trust among stakeholders, including employees, staff, directors, and external entities. The Compliance Department plays a vital role in promoting a strong ethical culture and ensuring that the Company operates in a responsible and compliant manner.

Supervision and Monitoring of the Compliance Department

The audit and scrutiny of the Compliance Department are vital components of maintaining its effectiveness and ensuring the organization's adherence to regulatory policies. These audits are conducted based on specific parameters, including the number of complaints received, actions taken in response, cases disposed of, and the nature and characteristics of decisions made. By analyzing these metrics, the organization can assess the performance and efficiency of the Compliance Department, identify any areas for improvement, and address potential shortcomings in the compliance process.In addition to regular audits, ongoing monitoring is conducted to evaluate the behavior and actions of all Compliance Officers. This monitoring ensures that they consistently uphold the important duties entrusted to them and adhere to the organization's compliance standards. By monitoring their conduct, the organization can identify any deviations or misconduct that may arise and take appropriate corrective measures promptly.The Compliance Department is responsible for providing regular reports to the Board, keeping them informed about the status of compliance activities and any significant developments. These reports serve as a means of transparency and accountability, allowing the Board to have a comprehensive understanding of the organization's compliance efforts. Furthermore, the Compliance Department provides suitable documentation to support their reports, ensuring that the Board has access to relevant information to make informed decisions regarding compliance and risk management.By implementing robust audit mechanisms, conducting ongoing monitoring, and providing comprehensive reports, the Compliance Department strengthens its accountability, effectiveness, and transparency. This diligent approach helps to foster a culture of compliance throughout the organization, safeguard its reputation, and ensure that regulatory obligations are consistently met.To ensure an objective assessment of the Compliance Department's conduct and management, the Company appoints an independent auditor. This independent auditor is responsible for monitoring and analysing the activities of the Compliance Department, assessing its adherence to regulatory policies, and evaluating the effectiveness of its processes. The auditor conducts a thorough review of the department's operations, including its decision-making procedures, investigations, and overall compliance performance. They analyse the compliance data, audit trails, and relevant documentation to provide an unbiased evaluation of the department's practices and identify areas for improvement. The independent auditor then prepares detailed reports outlining their findings and recommendations, which are presented to the Board and senior management. This external oversight ensures that the Compliance Department operates in accordance with best practices and regulatory requirements, fostering confidence among stakeholders and demonstrating the organization's commitment to maintaining the highest standards of compliance.

Tax reporting and compliance

The Company places utmost importance on complying with all tax reporting obligations, not only to adhere to legal requirements but also to demonstrate its commitment to ethical and responsible business practices. This commitment extends to all applicable laws, regulations, rules, and guidance related to tax reporting. By diligently adhering to these standards, the Company ensures transparency and accountability in its financial operations. In addition to domestic tax regulations, the Company acknowledges the significance of international tax compliance and the adherence to global best practices. This recognition prompts the Company to comply with national and international tax requirements, enabling it to fulfill its obligations beyond local jurisdictions. This includes compliance with the United States Foreign Account Tax Compliance Act (FATCA), where applicable. To ensure comprehensive compliance, the Company actively stays abreast of evolving tax laws and regulations. It regularly monitors changes in tax policies, both domestically and internationally, and adjusts its tax reporting practices accordingly. By staying up-to-date with the latest developments, the Company minimizes the risk of non-compliance and ensures that it continues to meet the highest standards of tax reporting. Furthermore, the Company invests in robust systems and processes to facilitate accurate and efficient tax reporting. This includes implementing advanced financial software, engaging qualified tax professionals, and maintaining thorough documentation of financial transactions. These measures enable the Company to effectively track and report its tax obligations, providing a solid foundation for its commitment to compliance.

Regulatory Policies

The Company recognizes the importance of maintaining a strong ethical framework and promoting a business environment free from money laundering, corruption, and bribery. To uphold these principles, the Company has implemented robust anti-money laundering (AML) and combating the financing of terrorism (CFT) and anti-corruption and bribery policies. These policies are designed to ensure compliance with all applicable laws and regulations governing these areas.The Company's AML and CFT policy incorporates comprehensive procedures and protocols to prevent, detect, and report any suspicious activities that may involve money laundering or illicit financial transactions. It establishes rigorous Know Your Customer (KYC) processes to verify the identity of customers and counterparties, as well as ongoing monitoring of financial transactions. By maintaining a vigilant approach to AML compliance, the Company aims to safeguard its operations from potential risks and protect its reputation.Similarly, the anti-corruption and bribery policies of the Company establish clear guidelines and standards for ethical behavior, prohibiting any form of corrupt practices. These policies outline the Company's zero-tolerance stance towards bribery and corruption, emphasizing the importance of fair competition and transparent business practices. To ensure the effectiveness of these policies, the Company provides regular training and awareness programs to its Associates, enabling them to recognize and address potential risks associated with money laundering, corruption, and bribery. 

Measures to protect Client’s/User’s VA

The Company acknowledges that the virtual assets owned by the users of the Company are neither the assets nor the reserves of the Company. The Company prioritizes the security and integrity of its users' virtual assets (“UVA”) by ensuring that they are held independently in separate wallets from the virtual assets owned by the Company. This segregation is crucial in safeguarding the UVAs and mitigating any potential risks associated with commingling of assets. The Company takes proactive measures to maintain the security of these UVAs, implementing robust security protocols and utilizing secure storage solutions. Furthermore, the accounts and ledgers of the UVAs are meticulously reconciled on a daily basis. This reconciliation process is undertaken to ensure accuracy, transparency, and accountability in the management of UVAsThe Company has stringent controls in place to prevent any unauthorized access or misuse of the UVAs. It is firmly committed to ensuring that the UVA are solely used for their intended purposes and that there is no utilization of these assets for the benefit, whether financial or otherwise, of the Company. This commitment demonstrates the Company's dedication to maintaining the highest standards of trust, transparency, and client asset protection in the virtual asset space.