This Code of Ethics (the "Code") establishes the standards of professional conduct and ethical behavior expected of all personnel associated with Trexilon Technologies S.A. de C.V. ("Trexilon" or the "Company"). It applies to all directors, officers, employees, contractors, and any person acting on behalf of the Company, without exception.
The Code is designed to promote a culture of integrity, regulatory compliance, and accountability in all aspects of the Company's operations, with particular emphasis on the prevention of money laundering, terrorist financing, and proliferation financing.
All personnel must read, understand, and acknowledge this Code upon joining the Company and annually thereafter. A signed acknowledgment will be retained in each individual's personnel file.
The following principles govern the conduct of all Personnel in every aspect of the Company's operations.
2.1 Integrity and Honesty.
All Personnel must conduct themselves with honesty, transparency, and good faith. No person may engage in, facilitate, or condone any fraudulent, deceptive, or misleading activity. All business records must accurately reflect the true nature of transactions.
2.2 Compliance with Law.
Personnel must comply with all applicable laws and regulations of El Salvador, including the Digital Assets Issuance Law (LEAD), AML/CFT regulations, and all directives issued by the CNAD, SSF, and UIF. No person may execute instructions or carry out activities that contravene applicable law or Company policy, regardless of who issues the instruction.
2.3 Professionalism.
Personnel are expected to maintain the highest standards of professional competence. The Company will provide periodic training on regulatory requirements, AML/CFT procedures, and ethical conduct. Participation in all such training is mandatory.
2.4 Loyalty and Good Faith.
Personnel owe a duty of loyalty to the Company. They must act in the Company's best interest, prioritizing client welfare and regulatory compliance over personal gain.
All personnel share responsibility for preventing the Company's services from being used for money laundering, terrorist financing, proliferation financing, or any other illicit activity.
Personnel must:
All personnel must treat client data, proprietary business information, and internal operational details as strictly confidential. Confidential information may only be disclosed where required by applicable law, regulatory directive, or with the express written authorization of a Director.
Personnel must not use confidential or privileged information for personal benefit or to benefit any third party. This prohibition covers, without limitation, information regarding client identities, transaction details, compliance investigations, and internal pricing or commercial strategies.
All personnel must comply with the Company's information security policies at all times. Any actual or suspected security breach must be reported immediately to the relevant person. Failure to report a known or suspected breach constitutes a violation of this Code and may result in disciplinary action as set forth in Section 9.
Obligations of confidentiality survive the termination of any employment or contractual relationship with the Company.
All personnel must avoid situations where their personal interests, financial interests, or outside activities conflict, or could reasonably appear to conflict, with the interests of the Company or its clients.
Any actual or potential conflict of interest must be disclosed promptly to the Compliance Officer in writing. Illustrative examples include, but are not limited to:
The Company will evaluate each disclosed conflict and determine appropriate measures, which may include recusal from relevant decision-making, enhanced supervision, or prohibition of the conflicting activity. Failure to disclose a conflict of interest constitutes a violation of this Code and may result in disciplinary action as set forth in Section 9.
Personnel must not offer, solicit, or accept gifts, hospitality, or any form of benefit that could influence, or reasonably appear to influence, business decisions or create an obligation to any party.
Modest, customary business courtesies (such as occasional meals or inexpensive promotional items) may be accepted provided they do not exceed USD 100 in value per instance and are not offered with the expectation of reciprocal benefit.
Bribes, kickbacks, or improper payments of any kind are strictly prohibited, whether offered to or received from clients, counterparties, government officials, or any other person. This prohibition applies regardless of the amount, form, or intermediary involved.
Any offer, solicitation, or receipt of a prohibited payment or benefit must be reported immediately. Failure to report constitutes a separate violation of this Code and may result in disciplinary action as described in Section 9.
As a licensed digital asset service provider and bitcoin service provider under the LEAD, Trexilon and all its Personnel are bound by strict obligations of fair dealing and market integrity.
Personnel must:
All personnel who become aware of any violation or suspected violation of this Code, applicable law, or Company policy must report it promptly.
Reports may be submitted in writing or verbally and will be treated as confidential to the fullest extent permitted by law. The identity of the reporting person will not be disclosed without that person's consent, except where disclosure is required by law or regulatory authority.
The Company strictly prohibits retaliation of any kind against any person who makes a good-faith report of a suspected violation. Retaliation includes, but is not limited to, termination, demotion, harassment, or any adverse change in the terms or conditions of employment or engagement.
The Company will investigate all reported concerns in a fair and timely manner. Where a violation is confirmed, the Company will take appropriate corrective action in accordance with Section 9 of this Code and applicable law.
Violations of this Code may result in disciplinary action proportionate to the nature and severity of the conduct. The Company reserves the right to impose any of the following measures, individually or in combination:
The imposition of a lesser measure does not preclude the Company from subsequently imposing a more severe measure for the same or related conduct. The Directors, in consultation with the Compliance Officer, retain sole discretion to determine the appropriate disciplinary response in each case.
All personnel by performing their function confirm that they have received, read, and understood this Code.
This Code shall be reviewed at least once per calendar year and shall recommend updates as necessary to reflect changes in applicable law, regulatory guidance issued by the CNAD, SSF, or UIF, or the Company's business activities. Material amendments to this Code require prior written approval by the Directors before taking effect.
The Compliance Officer shall maintain a register of all signed acknowledgments and shall report any outstanding or overdue acknowledgments to the Directors on a quarterly basis.