Conflicts of Interest policy

Introduction 

Pursuant to Article 72 of Regulation (EU) 2023/1114 on Markets in Crypto-Assets (“MiCAR”) and Commission Delegated Regulation (EU) 2025/1142, this document sets out the Conflicts of Interest Disclosure for Ramp Swaps (Ireland) Limited, trading as “Ramp Network”, a private limited company incorporated in Ireland with its registered office at 6th Floor, 2 Grand Canal Square, Dublin 2, D02 A342 and registered under company number 739533. As a designated provider of crypto-asset services in the European Union, Ramp Swaps (Ireland) Limited is regulated by the Central Bank of Ireland.

In compliance with these regulatory standards, this disclosure outlines:

• Our Role and Capacity.
• The Services and Circumstances that give rise, or may give rise, to potential conflicts of interest within our day-to-day operations and our wider group structure.
• The nature of the conflicts we have identified that could affect our objectivity.
• The specific risks and potential impacts these identified conflicts pose to our customers.
• The steps and measures taken by the firm to prevent, manage, and mitigate these conflicts to guarantee the fair and non-discriminatory treatment of all customers.

Conflicts of interest are circumstances where the commercial, financial, or personal interests of Ramp Swaps (Ireland) Limited, our employees, directors, group entities, or connected persons may compete or diverge from our duty to act honestly, fairly, and professionally in your best interests. Where potential conflicts arise, we are committed to ensuring they are managed under a robust control framework to ensure your interests are always prioritised.

‍

Where Conflicts Can Arise 

Where conflicts, or potential conflicts, are identified, we are committed to ensuring that they are effectively and fairly managed so as to prevent these conflicts from constituting or giving rise to a material risk of damage to the interests of our customers.

‍

Management of Conflicts of Interest 

Ramp Swaps (Ireland) Limited operates a layered control framework, including organisational segregation, information barriers to prevent inappropriate sharing of inside information, and strict staff conduct rules. Our Head of Compliance maintains a formal Conflicts Register, and all significant risks are subject to Board oversight and regular monitoring.

‍

Our Role and Capacity 

Under Article 7(1)(a) of Delegated Regulation (EU) 2025/1142, we are required to explicitly disclose the capacity in which we act when providing services.

‍

When executing exchanges of crypto-assets for fiat funds, or exchanges of crypto-assets for other crypto-assets on behalf of customers, Ramp Swaps (Ireland) Limited acts as a principal trading counterparty. This means that we settle customer  transactions directly against our own proprietary asset pool rather than operating a trading platform that matches buyers and sellers. This specific principal counterparty capacity shapes the primary inherent conflicts of interest outlined below.

‍

Conflicts of Interest

1. Group Structure and Operational Independence: Because Ramp Swaps (Ireland) Limited belongs to a wider international corporate group, we outsource certain critical operational activities to our group affiliates, Ramp Swaps UK and Ramp Swaps Poland, and have a Group Director sitting on the Board of Ramp Swaps (Ireland) Limited. This operational closeness creates a circumstance where the commercial priorities, strategic objectives, or risk appetites of the wider global group might not always align with the local Irish regulatory obligations or the best interests of Irish customers. 

‍

Consequently, there is a risk that group-level decisions or resource allocations made outside of Ireland could compromise our local operational independence, weaken regulatory adherence, or lead to sub-optimal service quality and operational neglect for Irish customers.

‍

We mitigate this through legally binding Intra-Group Agreements that prioritise Irish regulatory requirements and by ensuring the Ramp Swaps (Ireland) Limited Board maintains a majority of independent members.

‍

2. Transaction Pricing under the Principal Counterparty Model: When executing transaction exchanges of crypto-assets for you, Ramp Swaps (Ireland) Limited acts as a principal trading counterparty, settling orders directly against our own proprietary assets rather than matching trades on a third-party book. An inherent commercial conflict exists here between our interest in maximising proprietary transaction margins and your interest in receiving the most competitive and favorable exchange rate. This commercial incentive creates a risk that customers could be subjected to uncompetitive exchange rates, wider spreads, or non-transparent pricing markups if we prioritized our own financial gains over customer outcomes.

‍

This is managed through our Commercial Policy and a transparent Pricing Policy published on our website.

‍

3. Crypto-Asset Selection and Supported Tokens: In deciding which specific crypto-assets to support for onboarding, purchasing, and swapping, our firm must balance market demand with listing costs. This creates a conflict where the firm may be commercially incentivized to support or list specific crypto-assets that yield higher proprietary trading margins or offer favorable listing and integration incentives from issuers, rather than selecting assets based solely on quality, safety, and security. If our selection process were compromised, customers would face a direct risk of being exposed to highly volatile, sub-optimal, or structurally insecure crypto-assets, increasing the likelihood of sudden asset failure, lack of liquidity, or total loss of investment capital.

‍

To prevent the firm from being incentivised to offer assets based on profitability rather than quality, we employ a formal Token Due Diligence Procedure. This ensures assets are selected based on objective criteria, including security, liquidity, and reputational checks.

‍

4. Transaction Execution and Price Slippage: Volatility in the crypto-asset markets during the brief time gap between a customer receiving a price quote and the final execution of the trade can cause the asset's price to move, which is known as slippage. A conflict of interest arises because our firm could be incentivized to pass negative price movements (slippage) on to the customer while retaining the benefits of any positive price movements for its own account. If this practice is not controlled, customers face the risk of direct financial detriment by receiving less crypto-asset value than originally quoted while the firm captures asymmetric profits from market fluctuations.

‍

We mitigate this by defining exact order finality points in our Pricing Policy and monitoring execution prices against quoted prices.

‍

5. Customer Order Sequencing: In a principal counterparty model where we settle transactions against our proprietary assets, multiple customer orders for the same crypto-asset may arrive at the exact same time. Because executing large transactions affects the internal price of our proprietary asset pool, the firm could be incentivized to execute certain orders ahead of others. Unfairly prioritizing institutional or larger transaction sizes over retail orders would result in price slippage, execution delays, or direct financial detriment for the deprioritized customers.

‍

To prevent unfair treatment when multiple orders are received simultaneously, we utilise an automated, time-prioritised First-In, First-Out (FIFO) system. This eliminates human discretion in the sequencing of client orders.

‍

6. Liquidity Provider Selection: To source and manage our proprietary asset inventory, Ramp Swaps (Ireland) Limited partners with third-party Liquidity Providers. A conflict arises if our choice of these partners is compromised by commercial rebates, commission splits, or non-monetary inducements offered to our firm or wider group entities. If the firm prioritized Liquidity Providers based on corporate rebates rather than execution quality, customers would be exposed to wider spreads, poorer pricing, and lower transaction success rates.

‍

To ensure our choice of Liquidity Providers is not influenced by rebates or inducements, we follow an objective vendor selection process and conduct annual due diligence to ensure pricing remains competitive with the wider market.

‍

7. Payment Processor Selection: Ramp Swaps (Ireland) Limited must integrate third-party banking partners and payment card processors to facilitate customer fiat-to-crypto exchanges. The firm may be incentivized to select payment partners based on ancillary commercial advantages provided to our wider group, such as cheap business loans or corporate credit facilities, rather than on terms that benefit the customer. If this occurs, customers could face higher payment processing fees, slower transaction times, and higher transaction failure rates due to sub-optimal processor selections.

‍

To manage this, we select banking and payment partners based on service quality and fee levels rather than ancillary commercial benefits to the firm. This is managed through a formal vendor selection process and a strict prohibition on inducements.

‍

8. Management Body External Interests: Members of our Board of Directors or senior executive officers may hold external directorships, advisory roles, or financial interests in other commercial entities. These external roles can result in divided loyalties, creating a conflict where a director’s private interests or duties to another firm diverge from their fiduciary duty to Ramp Swaps (Ireland) Limited. If unmanaged, Board-level decisions regarding strategic partnerships, product listing, or vendor selection could be improperly influenced or biased, potentially degrading the firm's stability and customer protections.

‍

We require annual declarations of interest and enforce a strict policy where conflicted directors must recuse themselves from relevant discussions and voting.

‍

9. Remuneration and Variable Incentives: The firm must design salary and bonus structures to attract and retain talented commercial, sales, and marketing personnel. This creates a conflict if performance-based pay or bonus structures encourage staff to maximize sales volumes and transaction quantities to hit personal targets, even if doing so runs contrary to customer interests. Staff may be driven to engage in aggressive marketing, overstate benefits, or downplay the significant risks associated with volatile crypto-assets to drive transaction volume.

‍

To ensure our commercial team acts in your best interests, our Remuneration Policy prohibits variable pay from being directly linked to the profitability of a single transaction or narrow portfolio of transactions.

‍

10. Gifts, Inducements, and Corporate Hospitality: Third-party partners, payment processors, technology vendors, or token projects may offer gifts, entertainment, or corporate hospitality to Ramp Swaps (Ireland) Limited employees. Employees could have their professional objectivity compromised by the receipt of these personal favors or inducements, creating a conflict where they favor the third party's interests. This personal bias can lead to sub-optimal operational decisions, such as listing a lower-quality token or procurement of a less secure technology vendor, directly harming customer security and transaction quality.

‍

To prevent objectivity from being compromised by third-party benefits, we enforce a zero-tolerance policy on bribery. All staff must declare gifts and hospitality above a de minimis threshold in a centralised register managed by Compliance.

‍

Disclosure Approach

Where it is not possible to fully eliminate a conflict, Ramp Swaps (Ireland) Limited will provide clear and timely disclosure on our website and applications to ensure you can make an informed decision before proceeding.