TokenPay Partner Code of Conduct

Version 1.0

preamble

TokenPay works with independent distribution partners who support companies, organizations and individuals with international payment and transfer solutions.

Our sales partners are an important part of our network. They help to identify new business opportunities, establish contacts, and support customers in finding suitable solutions.

This code of conduct defines the principles, expectations and rules for professional, transparent and compliant cooperation between TokenPay and its sales partners.

Compliance with this code of conduct is a prerequisite for participation in the TokenPay partner program.

1. Our principles

As a TokenPay partner, you commit to:

• to act honestly, transparently and professionally
• Treating customers respectfully and fairly
• to comply with applicable laws and regulations
• to protect TokenPay's reputation
• to protect confidential information
• not to make any misleading statements
• Prioritizing long-term customer relationships over short-term successes

We expect our partners to always act responsibly and represent TokenPay with integrity.

2. Role of the partner

TokenPay partners are independent business partners.

Unless expressly agreed in writing, partners are not:

• TokenPay employees
• Representatives of TokenPay
• TokenPay financial advisor
• Legal advisors to TokenPay
• Tax advisors for TokenPay
• Compliance Officer of TokenPay

Partners are allowed to introduce potential customers and inform them about the solutions offered by TokenPay.

However, partners are not permitted to make any binding commitments or decisions on behalf of TokenPay.

3. What partners are allowed to do

Partners are allowed to:

• refer potential customers to TokenPay
• Pass on official TokenPay documents
• Discuss customer needs with TokenPay
• Establish contacts and business opportunities
• Meetings and conversations
• provide general information about TokenPay
• communicate their partnership with TokenPay

4. What partners are not allowed to do

Partners are not allowed to:

• Offer legal advice if you are not registered as a lawyer.
• Offering tax advice if you are not registered as a tax advisor
• Offering financial advice without a license
• Offering investment advice without a license
• Offer regulatory advice if you are not registered as a lawyer.
• Concluding contracts on behalf of TokenPay
• Accepting customer funds
• Process payments on behalf of TokenPay
• Making promises about prices or fees
• Making commitments about exchange rates
• Making commitments about processing times
• Making commitments about the availability of services
• Making commitments about accepting customers
• Giving guarantees or promises of success
• Claims regulatory approvals or licenses that have not been expressly confirmed by TokenPay

Partners may not make any statements that could be construed as a guarantee, assurance, regulatory endorsement, legal assessment, or binding performance commitment.

5. Communication Guidelines

Partners commit to objective, truthful and balanced communication.

All statements made to customers, prospective customers or business partners must be fair, comprehensible and not misleading.

Statements regarding costs and fees

The following statements are inadmissible:

• „"TokenPay is always cheaper than banks."“
• „TokenPay offers the lowest fees on the market.“
• „"With TokenPay you are guaranteed to save money."“
• „"TokenPay guarantees to reduce your costs by a certain percentage."“

Permissible statements include, for example:

• „"In many cases, international payments can be processed more efficiently and cost-effectively."“
• „"The actual costs depend on the specific use case."“

Statements on exchange rates

The following statements are inadmissible:

• „"TokenPay always offers the best exchange rate."“
• „"This exchange rate is guaranteed."“
• „"You will always receive the displayed rate."“

Permissible statements include, for example:

• „"Available exchange rates depend on market conditions, currencies, partners and the specific transaction profile."“

Statements about speed

The following statements are inadmissible:

• „"Transfers are always made immediately."“
• „"Your payment is guaranteed to be processed within minutes."“
• „"TokenPay guarantees same-day transfers."“

Permissible statements include, for example:

• „"Many transactions can be processed significantly faster than with traditional methods."“
• „"Processing time depends on the country, the partners involved, and the required checks."“

Statements on regulation and licenses

Partners may only make regulatory statements that have been expressly approved by TokenPay.

In particular, partners may not claim:

• „"TokenPay is regulated worldwide."“
• „TokenPay holds a license in every country.“
• „"TokenPay is fully regulated."“
• „"All services are available worldwide."“

Instead, the following should be communicated:

• „"The availability of services depends on regulatory requirements, countries, and partners."“

Statements regarding customer acceptance

The following statements are inadmissible:

• „"Your company will definitely be accepted."“
• „"This transaction is guaranteed to be approved."“
• „"We'll definitely get through this."“
• „"Compliance is not a problem."“

Permissible statements include, for example:

• „"Each request is reviewed individually."“
• „"The final decision is made by the relevant audit and compliance processes."“

Statements regarding stablecoins and digital assets

Partners must not make statements that downplay or conceal risks.

In particular, the following are not permitted:

• „"Stablecoins are risk-free."“
• „"Cryptocurrencies are completely safe."“
• „"Digital assets are not subject to regulatory risks."“
• „"Stablecoins work everywhere without restrictions."“

For example, the following are permitted:

• „Digital assets may be subject to different regulatory requirements depending on the country and use case.“

6. Compliance and Integrity

TokenPay places the highest value on compliance and integrity.

Partners commit in particular to:

• not to support any circumvention of KYC processes
• not to support any circumvention of AML regulations
• not to support any circumvention of sanctions regulations
• not to support any circumvention of embargoes
• not to support any circumvention of reporting obligations
• not to make false statements to customers or TokenPay
• not to support structures for concealing beneficial ownership
• not to promote suspicious transactions

Any suspicious activity or compliance risks must be reported to TokenPay immediately.

Sanctions and prohibited activities

The following statements or behaviors are expressly prohibited:

• „We will find a way around sanctions.“
• „"This can be solved using crypto."“
• „"We can circumvent this limitation."“
• „"We don't need a compliance check for that."“
• „"The origin of the funds is irrelevant."“

7. Customer presentations

Partners should only introduce clients whose trustworthiness they can reasonably assume.

Partners are prohibited from referring clients where there are indications of:

• Money laundering
• Terrorism financing
• Sanction violations
• Fraud
• Identity theft
• corruption
• illegal financial services

If in doubt, please consult with TokenPay before your performance.

8. Confidentiality

All information that is not publicly available must be treated confidentially.

This includes in particular:

• Customer data
• Transaction related information
• Pricing and fee models
• technical information
• internal processes
• Commission arrangements
• Business strategies

This information may not be passed on to third parties without the express consent of TokenPay.

9. Use of the TokenPay brand

Partners may only use the TokenPay brand within the context of the collaboration.

Partners are allowed to:

• official presentations
• Use approved marketing materials
• communicate their partnership with TokenPay

Partners are not allowed to:

• Creating misleading advertising
• Changing logos
• publish unapproved statements
• Make their own performance promises on behalf of TokenPay

Partners must accurately represent their relationship with TokenPay.

The following statements are inadmissible:

• „"I work for TokenPay."“
• „"I am an employee of TokenPay."“
• „"I officially represent TokenPay."“
• „"I can make decisions for TokenPay."“
• „"I can approve customers on behalf of TokenPay."“

Permissible statements include, for example:

• „"I am an independent partner of TokenPay."“
• „"I work with TokenPay."“
• „"I can establish contact with TokenPay."“

10. Marketing materials

All marketing, sales and presentation materials containing the TokenPay name, the TokenPay logo or statements about TokenPay must be approved by TokenPay before publication, unless they were provided by TokenPay itself.

Partners may not have their own:

• Performance promise
• regulatory statements
• Case studies
• Success figures

publish them unless they have been explicitly confirmed by TokenPay.

11. Lead and Customer Management

Partners commit to submitting potential customers through the processes provided by TokenPay.

TokenPay decides on:

• the allocation of opportunities
• the recognition of a mediation
• the commission entitlement
• customer service

The final decision regarding cooperation with a customer always rests with TokenPay and the participating partner institutions.

12. Identity and company verification

TokenPay may request partners to provide information for identity or company verification at any time.

This can include:

• Proof of identity
• Commercial register extracts
• Proof of beneficial ownership
• Tax information
• Proof of address

Refusal to comply with necessary audits may lead to the suspension or termination of the partnership.

13. Conflicts of interest

Partners commit to disclosing any potential conflicts of interest.

Especially when:

• Competing interests exist
• personal advantages that could influence objectivity
• existing customer relationships are affected

14. Commission payments

Commission arrangements are regulated in the respective partner agreement.

TokenPay may withhold or suspend commission payments if:

• Fraud is suspected
• False information was provided
• Compliance checks are required
• Legal requirements demand this

15. Violations

Violations of this code of conduct may result in the following measures:

• warning
• temporary closure
• Suspension of commission payments
• Termination of partnership
• legal action

Serious violations include, in particular:

• misleading statements to customers
• false regulatory statements
• Representations or guarantees without authorization
• Circumvention of compliance requirements
• Support for sanctioned activities
• Acceptance or forwarding of customer funds on behalf of TokenPay
• misuse of the TokenPay brand

Serious violations may lead to the immediate termination of the partnership without prior warning.

16. Approval

By participating in the TokenPay partner program, the partner confirms that they have read, understood and accepted this code of conduct.

Our common goal is a professional, trusting and long-term collaboration for the benefit of all involved.