B2C2 Europe is committed to identifying, preventing, managing and, where appropriate, disclosing conflicts of interest arising in its business. We seek to minimise conflicts between B2C2 Europe and its clients, between clients, and between clients and other companies within the B2C2 Group or the SBI Group.
A conflict of interest may arise where the interests of B2C2 Europe, its employees or associated parties could interfere, or appear to interfere, with our ability to act fairly, objectively and in the best interests of our clients.
B2C2 Europe is authorised and regulated by the Commission de Surveillance du Secteur Financier (CSSF) as a crypto-asset service provider under Regulation (EU) 2023/1114 (MiCA). This disclosure is provided in accordance with Article 72(2) of MiCA.
B2C2 Europe acts exclusively as principal, dealing on its own account. We provide exchange services between crypto-assets and funds, and between crypto-assets. We do not operate a trading platform, and do not provide custody, portfolio management or investment advice. Further information on our services and client eligibility is in our Non-Discriminatory Commercial Policy.
Conflicts of interest can arise:
Benefits include commissions or other payments from third parties in connection with crypto-asset services for clients. They also include non-monetary benefits from other service providers, such as market analyses or other information material, training, technical services and access to third-party information systems, as well as gifts, hospitality and entertainment offered to or by employees.
B2C2 Europe generates its revenues from the difference between the price at which it deals with a client and its cost of sourcing, hedging and settling that trade. Charges, commissions or fees may be included in the price quoted to a client rather than charged separately, and B2C2 Europe may receive remuneration from third parties in connection with its dealing. Pricing is described in full in our Non-Discriminatory Commercial Policy.
Members of the management body, employees and business partners of B2C2 Europe are required to act lawfully, honestly, fairly and professionally in accordance with applicable legal and regulatory requirements.
Our policies, procedures and organisational arrangements are proportionate to the nature, scale and complexity of our business, and are reviewed regularly by the Compliance function. Our framework includes, among other things:
Some conflicts cannot be avoided. Where that is the case, B2C2 Europe informs the client and discloses the conflict in a durable medium before the relevant service is provided; it is then for the client to decide whether to proceed. Disclosure is a measure of last resort and is not on its own a sufficient means of managing a conflict; where it would be insufficient, B2C2 Europe declines the activity.
The conflicts below are those B2C2 Europe discloses. The measures in Section 4 apply to each of them; the mitigation noted is in addition to those measures.
Clients trade directly against B2C2 Europe, which acts as principal and as the direct counterparty to every transaction, and takes the opposing position to its client. Its financial interest in each transaction is therefore opposed to that of the client, and its trading may be profitable where the client's position is not.
This conflict is inherent in the principal model and cannot be eliminated. B2C2 Europe's capacity, and the circumstances in which conflicts of this kind may arise, are set out in the Client Trading Master Agreement, signed before any relationship is established. Own-account dealing is subject to supervisory oversight and trade surveillance.
B2C2 Europe generates its base price algorithmically but retains autonomy over the quotes it streams and can tailor prices to individual clients. Because its revenue is the spread between the price shown to the client and its cost of sourcing, hedging and settling the trade, it has both an incentive to widen that spread and the discretion to do so. A client may therefore receive a price less favourable than one available from another provider, or than one available at the same time to another B2C2 Europe client.
Charges, commissions or fees may be included in the quoted price rather than charged separately, so the amount B2C2 Europe earns on a transaction is not always separately identifiable to the client.
Spread is determined by reference to defined risk parameters: volatility, order type, size, maturity and direction, market transparency, observable liquidity, and hedging, funding and settlement costs. Where prices differ between clients, the differentiation is based on objective criteria applied consistently to every client who meets them, as set out in our Non-Discriminatory Commercial Policy. Clients receive a price before dealing and are under no obligation to accept it.
B2C2 Europe hedges the exposure arising from client dealing on external venues, against its own inventory, or with other companies of the B2C2 Group, before or after a client transaction is executed. Hedging is undertaken to manage B2C2 Europe's own market risk and profitability, not to obtain any particular outcome for the client. Because B2C2 Europe is active in the same markets and instruments in which its clients deal, its own-account activity may affect the price a client subsequently obtains.
B2C2 Europe uses a smart order router that compares available sources on price, slippage, cost and settlement, allowing it to source liquidity independently of the B2C2 Group. Hedging is subject to trade surveillance and to market conduct policies and training, and the conflicts arising from it are set out in the Client Trading Master Agreement. Once B2C2 Europe has accepted a client's order, the transaction is binding on both parties.
Employees in certain functions may receive variable remuneration, such as bonuses, linked to the revenue or profitability of the business. This may create a conflict where B2C2 Europe or its employees are financially incentivised to pursue transaction volume or margin, even where that may not align fully with a client's best interests.
There is no direct link between the remuneration of persons principally engaged in one activity and the revenues generated by employees principally engaged in another, and remuneration is not linked to the promotion or recommendation of any particular crypto-asset. Where risks cannot be sufficiently mitigated, remuneration arrangements are amended or removed.
B2C2 Europe is a wholly owned subsidiary of B2C2 Ltd (together with its subsidiaries, the "B2C2 Group"). SBI Holdings, Inc., a company listed on the Tokyo Stock Exchange, indirectly holds 90% of B2C2 Europe through SBI Financial Services Co., Ltd.; the balance is held indirectly by the co-founders of B2C2 Ltd. The wider group of companies ultimately parented by SBI Holdings, Inc. is referred to as the "SBI Group".
B2C2 Europe receives operational support from B2C2 Ltd under an intra-group services arrangement, is compensated under a cost-plus arrangement for its liquidity provision activities, and may source liquidity from or hedge with other companies of the B2C2 Group. Overlapping business activities within the group may lead to preferential treatment of group entities, or to a lack of transparency over which entity a contract is signed with, and so to less favourable outcomes for the client such as suboptimal pricing or higher costs.
The smart order router allows B2C2 Europe to select execution on the basis of price, slippage, cost and settlement rather than group affiliation; intra-group arrangements are reviewed periodically; and the contracting entity is identified in the Client Trading Master Agreement and in each confirmation.
B2C2 Europe does not provide custody or safekeeping and does not hold client money. Cash paid to B2C2 Europe is transferred to it in full ownership, is not segregated, and is dealt with as its own; the same applies to margin and collateral. B2C2 Europe therefore has a proprietary interest in those assets and may use them in the ordinary course of its business. A client transferring assets on this basis takes credit risk on B2C2 Europe and, in the event of its default, would rank as a general creditor rather than having a proprietary claim to specific assets.
This basis is set out expressly in the Client Trading Master Agreement. Clients are required to hold their own keys or to use a bona fide third-party custody solution for assets not transferred to B2C2 Europe, and fiat settlement is made directly to a bank account in the client's own name.
An individual may hold roles at more than one company within the B2C2 Group, or personnel may be shared under intra-group arrangements. A dual-hatted individual may face competing duties between two entities, and a client may be uncertain which entity that individual is representing.
Staff may not generally hold management or board positions in competing crypto-asset service providers outside the B2C2 Group. Dual-hatted individuals must make clear which entity they are acting for in all interactions with outside parties, and all communications and documents must accurately reflect that entity. These arrangements require approval by the relevant Board or an authorised committee of each affected entity on the basis of a documented risk assessment, are recorded in the Conflicts Register, are periodically reviewed by internal audit or an independent third party, and are retained on record for at least five years.
Members of the management body, employees and shareholders may hold outside appointments, directorships, consultancies or investments, including economic interests in entities whose interests conflict with those of B2C2 Europe or its clients; may deal in crypto-assets or related instruments for their own account; and may have personal, professional or political relationships with clients, vendors or other employees. Any of these may compromise, or appear to compromise, that person's objectivity in dealing with a client.
All directors, officers and employees must declare outside business interests on appointment and annually thereafter, and must disclose and seek pre-approval for other personal conflicts, including the recruitment of friends or family members, the appointment of vendors connected to employees, and personal relationships with clients or suppliers. Where a failure to disclose is identified, the matter is investigated by the Board of the relevant entity and the Chief Compliance Officer, and corrective or disciplinary action is determined, up to and including termination.
This disclosure is reviewed at least annually and whenever a material change occurs. Further details of B2C2 Europe's arrangements for managing conflicts of interest are available on request from compliance@b2c2.com.
Last updated: 19 August 2026
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