Code of Ethics

1.   Introduction

SmartCrypto is committed to ensuring adherence to the strictest standards of ethical conduct, fair dealing and integrity in its Business practices and therefore expects all Business dealings to be carried out fairly, openly and honestly, with the utmost transparency and integrity. SmartCrypto expects its Covered Persons, to engage with each other and Third Parties with mutual respect and in a way that upholds SmartCryptos principles and values.

This Code of Ethics and Business Conduct (“the Code”), together with the Anti‐bribery and Corruption Policy, have been produced to provide guidance and support for all Covered Persons to ensure that SmartCryptos standards are met globally. These policies apply to all SmartCrypto‘s Covered Persons, no matter where in the world they are employed. The Code serves as a guideline and is not intended to substitute for sound personal judgment and inherent understanding of ethical conduct, which are qualities expected of all Covered Persons. Every Covered Person is urged to read these policies carefully.

2.   Definitions

The terms defined herein should be construed broadly to give effect to the letter and spirit of the Code.

 “Associates” include, but are not limited to, family members, any company or trust Covered Persons or their family have an interest in or are a beneficiary of.

“Business” includes all normal business transactions including, but not limited to, financial assistance, the acquisition, and disposal or leasing of assets and provision/receipt of services.

“Business Continuity” shall mean the risk mitigation plan, preventing interruptions to mission-critical services.

“Covered Person(s)” shall mean all directors, employees and officers of the Company.

“Government or Public Officials” shall mean individuals who hold a legislative, administrative or judicial position of any kind, whether appointed or elected and/or exercises a public function for or on behalf of a country or territory.

“SmartCrypto” or “the Company” shall mean SmartCrypto Proprietary Limited.

“Officers of the Company” shall mean any director or company secretaries of the Company.

“Third Party/Parties” shall mean suppliers, service providers and other business partners.

3.   Ethical Leadership

Officers of the Company should lead ethically and effectively by individually and collectively cultivating the characteristics of integrity, competence, responsibility, accountability, fairness and transparency.

To ensure the tone for an ethical organisational culture is set, Officers of the Company will act ethically and in good faith and in the best interests of the Company at all times and Officers of the Company will further act with due care and skill and ensure that they maintain sufficient working knowledge of, inter alia, the affairs of the Company, its industry and applicable legislation in order to make informed decisions.

Officers of the Company are collectively responsible for setting and driving the Company’s strategy and ensuring organisational performance and hold each other accountable for making decisions based on ethical reasoning.

4.   Corporate Citizenship

SmartCrypto‘s strategies, general conduct and responsibilities as a good corporate citizen are underpinned by this Code, and a set of core values. These values dictate that SmartCrypto delivers value to a wide group of stakeholders, including employees, customers, business partners, shareholders, communities and broader society.

5.   The Code

SmartCrypto‘s philosophy is underpinned by the principles of honesty, equity, respect and dignity, which include, but are not limited to, the following:

5.1 Corrupt or illegal practices will not be tolerated

Bribes or any other illicit payments will neither be paid nor accepted, and all Covered Persons must comply with the Anti-bribery and Corruption Policy. If you are in any doubt of the validity of a payment or transaction, report such concerns immediately to the Compliance Officer. If a Covered Person or an Associate is found guilty of giving or receiving a bribe, he/she may be criminally liable and will be held personally responsible for any related remedial costs such as losses, court fees or expenses.

5.2 SmartCrypto will observe the laws of any country in which its Business is transacted

Covered Persons should take adequate measures to ensure that, in the areas of their involvement, the Company complies with all legal requirements and regulations, including but not limited to tax, customs and exchange control laws and regulations.

5.3 All Business transactions will be completely and properly recorded

No funds will be maintained in off-the-record accounts. In particular, Covered Persons should take adequate measures to ensure that in the areas of their involvement, all transactions (including but not limited to sales, purchases, payments and receipts) are bona fide, correct and complete and are in compliance with laws and regulations relating to sales taxes, customs duties and exchange controls.

5.4 Customers and their information will be treated with the utmost confidentiality

No information concerning their affairs will be published or passed to a third party without the customer’s written permission.

5.5 SmartCrypto does not participate in any illegal anti-competitive activity

Covered Persons should not authorise nor participate in any illegal conduct or action (such as price manipulation or tender fixing) that restricts competition.

5.6 SmartCrypto is non-political

SmartCrypto does not make contributions to political parties or allow its assets and services to be used in any way that favours any particular political grouping, other than in the provision of its normal products and services, under its usual terms and conditions of sale, at arm’s length prices.

5.7 Conflict of interest

Covered Persons are not permitted to engage in Business on behalf of SmartCrypto with organisations in which they or their Associates have a material financial or other business interest. Any conflicts of interest should be disclosed in full to the Officers of the Company at the earliest opportunity.

5.8 SmartCrypto‘s Business dealings (including use of Company assets) should be conducted at normal arm’s length terms, in the interest of SmartCrypto

In particular, Covered Persons and their Associates should not be involved in the diversion of any Business away from SmartCrypto or, any transactions in which they personally derive benefit (directly or indirectly) other than benefit derived through their employment with SmartCrypto.

5.9 Business gifts and other offers of hospitality

These can only be accepted in compliance with the SmartCrypto Anti-Bribery and Corruption Policy. If there is any doubt about whether an offer of hospitality or gifts conforms to acceptable practice, please report these concerns to the Compliance Officer.

5.10 Discrimination

SmartCrypto does not discriminate against any Covered Person, Third Party, customer, or member of the public on the grounds of race, colour, gender, sexual orientation, age, religion or creed. Covered Persons should ensure that they comply with this Code at all times.

5.11 Dissemination of information

SmartCrypto requires timeous dissemination of transparent, honest and accurate information both internally and to shareholders. SmartCrypto is committed to full, fair, accurate, timely, and understandable disclosure in reports and documents to its auditors and in other public communications. SmartCrypto expects all of its Covered Persons who are involved in formulating SmartCrypto‘s public disclosures to approach that responsibility with due regard for the welfare of SmartCrypto’s reputation.

5.12 Best practice corporate governance

Adherence to the strictest of corporate governance is entrenched in SmartCrypto‘s day-to-day operations and Covered Persons are expected to actively pursue and maintain these standards at all times.

5.13 The process of transformation

SmartCrypto fosters a work ethic based on non‐discrimination and opportunity for all that facilitates achievement of transformation imperatives in line with industry and national guidelines.

5.14 Controls

SmartCrypto maintains an effective system of controls that enables SmartCrypto to meet its strategic objectives in a proper manner.

5.15 Sound environmental practices

SmartCrypto expects its Covered Persons and Third Parties to comply with environmental as well as health and safety regulations and procedures.

5.16 Business Continuity

SmartCrypto maintains an effective business continuity plan, ensuring mission critical services are maintained with failover or high availability solutions and procedures as needed.

6.   Compliance

Compliance with the Code is an important SmartCrypto objective, and instances of non-compliance will be promptly dealt with. When Officers of the Company, as appropriate, determines that a violation of the Code may have occurred, the Covered Persons involved will be given an opportunity to meet, as appropriate and as applicable, to present any relevant information relating to the violation and any mitigating circumstances that may have surrounded the violation.

In instances where SmartCrypto has reasonable grounds for believing that a Covered Person may have violated the Code, SmartCrypto may investigate the alleged violation and may suspend the Covered Person (with or without pay) pending the results of the investigation. Violation of the Code may be grounds for discipline up to and including termination of service with SmartCrypto.

7.   Queries

Questions can be directed to line management or the Compliance Officer, via email at: