Conflicts of interest policy.

1. The structural picture

The firm acts as Assignee, taking legal title to merchant claims under a Claim Assignment and Recovery Agreement. Because title vests in the firm at execution, the firm's interest in any recovery is direct and identical to the merchant's interest before assignment — there is no agency relationship in which the firm could be conflicted between two principals. This is the structural starting point.

Conflicts can nonetheless arise. This policy sets out how the firm identifies and manages them.

2. Categories of conflict the firm considers

• Concurrent claims against the same counterparty. Two or more merchants holding independent claims against the same PSP, EMI, payment institution, bank or acquirer.
• Counterparty group conflicts. Claims against group affiliates of a counterparty engaged with on another file.
• Counsel-of-record conflicts. Counsel engaged on one file having a prior or current engagement with the counterparty on another file.
• Director personal conflicts. Any direct or indirect personal interest of the Director in a counterparty, its parent, or an affiliate.
• Beneficial ownership conflicts. Overlap in beneficial ownership between two engaged merchants, where one merchant's position could prejudice the other.

3. Concurrent claims — operating posture

Where two or more merchants hold independent claims against the same regulated counterparty, the firm may engage on each file provided that:

• each engagement proceeds on its own contractual, supervisory and procedural basis;
• no documentary material from one file is disclosed to the other except where independently obtainable;
• each Claim Assignment and Recovery Agreement records the existence of any concurrent engagement in general terms (the existence, not the substance);
• information barriers are maintained at the file-management level; and
• any settlement engagement is conducted independently for each file, on its own timeline and on its own commercial terms.

The firm declines a concurrent engagement where the structural facts of the two files materially overlap such that information segregation cannot be maintained in good faith.

4. Identification and recording

A conflicts check is run against the merchant, counterparty, beneficial ownership and group structure at the point of file intake. Concurrent counterparty matches are escalated to the Director before any pre-action correspondence is served. The conflicts register records the parties, the nature of the potential conflict, the conclusion reached, and the date.

5. Counsel-of-record conflicts

Counsel of record is selected per jurisdiction. Where counsel discloses a prior or current engagement with a counterparty, the firm either retains alternative counsel or proceeds only with the merchant's informed consent and written counsel confirmation that no privileged information will flow.

6. Director personal conflicts

The Director is required to disclose any direct or indirect personal interest in a counterparty, its parent or an affiliate before engagement on the relevant file. Where a material personal interest exists, the firm declines the engagement.

7. Merchant notification

Where a managed conflict is identified, the merchant is notified in writing of the existence of the conflict, the measures taken to manage it, and any limitation imposed on the conduct of the recovery as a result. Engagement does not proceed without the merchant's written acknowledgement.

8. Review

The conflicts register is reviewed at director level on a quarterly basis. Material policy changes are reflected on this page.