Code of Conduct & Ethic

1. Introduction

In line with applicable legislation of El Salvador, in particular with the UIF Instruction Manual for Money Laundering and Asset Prevention as of 27 of October, 2021 (hereinafter “The UIF Instruction as of 27 of October, 2021”). Nuvo El Salvador S.A. (hereinafter “Nuvo”, or “Baola”, or “the Company”) is required to act in compliance with applicable laws and standards for digital assets service providers (hereinafter ‘DASPs’) in order to maintain a safe environment for the services provision and prevent illicit and/ or fraudulent activity.

For this purpose Nuvo established the present Code of Conduct and Ethic (hereinafter ‘the Code’) and is dedicated to adhering to the ethical standards and principles outlined in the Code to ensure all Nuvo actions are compliant, legal, morally sound, and transparent in both products and communications, thereby providing an outstanding experience for any customer, employee or anyone engaged with the company.

2. Compliance Statement

The Code establishes main principles of conduct and ethics that should be followed by and applies to all employees, contractors, directors, shareholders, external service providers or any other person engaged in or related to the activity of the Nuvo (hereinafter "Involved parties"). It is essential for every such person to recognize their responsibility in upholding the ethical standards and values that the company commits to. The Code applies equally to all the parties mentioned herein.

Any action or incident by any involved party that violates the principles and details outlined in the Code may result in termination of the relationship with such party. If warranted, judicial actions may also be pursued, potentially leading to corresponding civil and criminal penalties.

3. Ethical Standards in Digital Asset Markets

In the course of performing the activity and providing services to their customer Nuvo commits to adhere to the following ethical standards and principles described in details below:

3.1. Good Faith and Impartiality

Nuvo must adhere to the principles of good faith and impartiality, consistently prioritizing customers interests over personal or corporate gain. This commitment extends to promote both the prosperity of the customer and the effective functioning of the digital assets we manage, market, or promote. To uphold these principles, the following standards must be observed:

• Avoidance of artificial market influence:
 Nuvo must not engage in practices that artificially influence the market prices or quotations of digital assets available for digital wallets. Manipulation of asset values for the benefit of the Company, individual employees, or third parties is strictly prohibited.

• Fund availability for customers withdrawals:
 Sufficient funds must be maintained at all times to facilitate the withdrawal of customers funds promptly. Nuvo must ensure that the balance adequately covers all customers' assets within the platform.

• Fair pricing and priority in trading:
 When buying or selling digital assets, all prices assigned must respect the priority based on a "first in time, first in right" principle. Transactions must ensure equitable treatment, avoiding any actions that could disadvantage a particular investor.

• Responsible commission practices:
 Nuvo must avoid transactions solely aimed at generating or increasing commission income. All commission structures should align with ethical business practices.

• Transparency in market pricing:
 The Company is committed to transparency in digital asset market pricing. All employees must avoid sharing misleading, false, or incomplete information.

• Collaboration with regulatory oversight:
 Nuvo will fully support the regulatory oversight responsibilities of the CNAD and the UIF, ensuring that all activities are in compliance with national and international standards and the cooperation with regulatory authorities.

3.2. Prohibitions on the Use of Insider Information

No involved parties of Nuvo who possess insider information regarding digital assets or issuers shall engage in any trading based on that information. Specifically, individuals must refrain from the following actions:

• Using insider information to acquire or dispose of digital assets, either directly or indirectly, on their own behalf or on behalf of third parties;
• Recommending, on the basis of insider information, that another person acquires or disposes of digital assets related to the insider information or inducing another person to do so;
• Advising another person to cancel or modify an order related to digital assets on the basis of insider information or inducing them to make such cancellation or modification.

If insider information is accessed accidentally or through unforeseen circumstances, any individual exposed to such information must promptly report it to the Nuvo Compliance Officer or designated conflict of interest officer. The affected individual will be prohibited from conducting any transactions involving the related issuer and from disclosing the information to other employees or executives.

No involved parties of Nuvo in possession of insider information shall disclose this information to any other individual or entity, except when disclosure is necessary in the normal course of their duties, profession, or assigned responsibilities.

3.3. Honesty

Honesty involves acting and communicating with consistency and integrity, aligning with truth and fairness. In order to adhere to this principle, Nuvo must:

• Fulfill their duties for the collective benefit over personal gains, adhering to applicable regulations.
• Oppose and expose any corruption, maintaining transparency in all their actions.
• Maintain impartiality, avoiding the pursuit of advantages for the Company or others.
• Decline gifts, favors, or benefits that could compromise or question the integrity of their actions.
• Utilize work equipment, materials, and other resources provided by the company efficiently and effectively.
• Notify the management and compliance of any situations that could lead to any kind of conflicts of interest.
• Report and reject abusive, offensive, or harassing behavior through the proper channels.

3.4. Security and Confidentiality

At Nuvo we must take seriously the security and protection of our customers' data, therefore applying maximum security standards to protect all handled information and data.

All the involved parties shall adhere to the principle of data security and confidentiality, including protecting any kind of confidential, sensitive and personal information of customers, employees, or third parties that became known to them in the course of performing the activity for or on behalf of Nuvo. This includes any type of data that falls within the following data category, including but not limited to:

• Confidential and Sensitive Data (e.g. data regarding the transaction monitoring rules,
 CDD measures, contractors involved, agreements provisions, audit reports information etc),
• Customers’ Personal Data (e.g. name, surname, date of birth, address, details regarding customers financial standing etc.),
• Financial Data (e.g. financial reports, company financial standing etc.),
• Internal Data (e.g. the content of the policies and procedures, information regarding operational processes, employees data etc.).

Any involved party must not disclose any such data without express written authorization from the company management. Any company’s data mentioned herein are expressly prohibited from copying, transferring, keeping in the not authorized places.

Moreover, Nuvo maintains confidential employee information and data as required by applicable labor regulations.

3.5. Transparency

Transparency involves being clear in the actions and not concealing information that should be shared. This includes:

• Clearly describing the reasons and legal grounds for the Company’s actions, requirements, and decisions, to the extent permitted by law.
• Promptly communicating public information both internally and externally through designated channels.
• Sharing knowledge and experiences with colleagues freely, without selfishness or envy.
• Fully cooperating with authorized internal or external investigations, regulators, authorities, ensuring the Company does not withhold, alter, or omit relevant information.

4.6. Legality

All actions of or on behalf of Nuvo and all involved parties must adhere to the applicable laws, standards and regulations at all times, both within and outside the workplace. Any behavior that violates the law or contradicts the values outlined in this Code may lead to dismissal for cause.

3.7. Simplicity

Nuvo and all parties involved shall ensure that all the services, business and IT functions, processes are clear and simple.

Nuvo aims to communicate services and any changes to such transparently and facilitate understanding of each process, to the extent permitted by law.

3.8. Responsibility

The principle of responsibility includes diligently taking on duties or obligations, committing the best efforts, and being accountable for the outcomes of all actions or decisions. It encompasses:

• Performing and providing the services, performing position tasks with high quality and punctuality, adhering to efficiency principles and relevant internal and external standards.
• Owning the consequences of the actions, decisions, or omissions without making excuses or blaming others.
• Timely and properly fulfilling financial and other obligations.
• Avoiding unauthorized interviews or publications that could harm Nuvo reputation.
• Ensuring workplace safety by adhering to occupational health guidelines and practices.
• Understanding, complying with, and enforcing constitutional, legal, and internal regulations.
• Ensuring continuous learning and updating the skills to consistently improve the performance and meet the needs of the company and its customers.
• Learning from the mistakes and objectively analyzing their causes to prevent them from recurring.
• Implementing effective controls over the processes.
• Identifying risks faced by the Company in the context of its mission, vision, strategic objectives, and specific goals.

3.9. Respect

The principle of respect involves acknowledging, appreciating, and valuing the qualities and rights of others, including their knowledge, experience, opinions, ideas, and feelings, even when they differ from your own. This entails:

• Treating colleagues, vendors, counterparties and others with courtesy, attentiveness, and kindness in words, gestures, and attitudes.
• Providing clear, precise, and objective feedback during any process, focusing on substantive issues without ambiguity.
• Expressing disagreements or differing opinions in a manner that preserves others' dignity, reputation, and self-esteem.
• Exercising our rights responsibly, without abusing them or infringing on the rights of others.
• Respecting others' time by being punctual for meetings and considerate of their availability.
• Acknowledging and accepting personal, professional, and institutional differences.
• Practicing tolerance while ensuring adherence to the norms the organization must uphold.
• Adopting a service-oriented attitude, striving to meet users' needs within our legal competence.

3.10. Commitment

Commitment involves genuinely supporting the mission, vision, and objectives of Nuvo. To commit to this value, the company and all involved parties should:

• Work with dedication, discipline, and consistency, carrying out tasks with accuracy and enthusiasm.
• Be proactive, applying the full effort and initiative to overcome challenges in the work.
• Respect and uphold institutional positions once officially adopted, defending them as our own to others.
• Achieve set goals, recognizing that we are integral to the organization and our performance impacts the success of the entire team.

4. Anti-Money Laundering (AML) and Counter-Terrorist Financing (CTF)

Nuvo is committed to adhering to all measures required to prevent ML/TF crimes as it is required in accordance with applicable regulation, in particular, by the Anti-Money Laundering and Asset Laundering Act and the UIF Instruction as of 27 of October, 2021, or other regulatory acts, instructions, guidelines of the UIF and CNAD and/or any other law, decree, regulation or rule of El Salvador that is applicable to Nuvo activity.

For this purpose, Nuvo has adopted policies, procedures, internal controls and measures designed to ensure compliance with applicable regulatory and legislation framework adopted by the Financial Information Unit and other relevant laws. The policies, procedures, measures and controls will be reviewed and updated on a regular basis to ensure they are in place to account for both changes in regulations and changes in the business and services of Nuvo, where applicable. The established AML/CFT measures aim to ensure compliance with the regulations, identify, assess, and mitigate the relevant risks.

All the Company’s employees, service providers, and any other involved party members must be aware of and comply with the AML policy, and Nuvo management must allocate necessary resources for prevention, control, and continuous training. Any employees, service providers, and any other involved party must inform the Compliance Officer and/or Compliance Department of any suspicious activity, unusual operations, maintaining absolute confidentiality and cooperating with investigations.

5. Anti-Bribery and Corruption

Nuvo holds a zero-tolerance stance against all forms of bribery and corruption and is committed to preventing bribery and corruption in all its operations globally. Nuvo commits to adhering to applicable anti-corruption laws and regulations globally, including to applicable regulations of El Salvador. The following is considered to be a bribery offense, including but not limited to:

• Bribing another person
• Being bribed
• Bribing a public official, including foreign
• Failure by an organization to prevent bribery, etc.

In relation to all the aforementioned offenses, a corrupt transaction does not need to have been executed for an offense to have occurred: Soliciting or offering a bribe or similar invitation to participate in corrupt activity is sufficient. This includes actions committed by an intermediary or equivalent third party.

All Nuvo employees, service providers, management and other involved parties must adhere to national and international anti-corruption laws, maintaining integrity, honesty, and being proactive against corruption and any types of economic crimes. The company will refrain from accepting or offering money to gain any commercial or competitive advantage. Any suspicious activity by any member or representative of the company must be reported immediately to management for a thorough investigation.

Nuvo is committed to creating a corruption-free working environment which positively shapes the actions of employees. A corruption-free organization with functioning mechanisms for reporting, investigation and oversight will strengthen Nuvo’s AML/CTF Compliance programme more generally and help to ensure Nuvo services are not used for criminal purposes.

6. Conflict of Interests

A conflict of interest occurs when an individual's personal interests conflict, or have the potential to conflict, with their professional responsibilities. A conflict of interest can impede employees' judgment in the workplace and result in decisions being taken that do not serve the interests of the Company or its customers. A real or perceived conflict can additionally create disharmony, distrust, erode cohesion and bring a host of negative outcomes to departments and to the company itself.

All Nuvo employees, service providers, management and other involved parties must perform their activity in the best interest of Nuvo and adhere to the ethical standards and principles established by this Code. If confronted with a personal interest conflict, they must immediately inform their Manager, Senior Management of the Compliance Department. All involved parties are strictly forbidden from exploiting any company-related situation for personal gain or to benefit from any commercial opportunity. They must not participate in activities or business plans that compete with the company's operations.

Nuvo supports the conduct of business to high ethical standards. It is primarily the role of managers, directors and the Regulatory Compliance Department to communicate the Company’s values and support for ethical conduct to all employees. Staff must maintain a high level of integrity and reject any business practice which appears improper, whilst maintaining impartiality and independence. This stance is communicated to employees via regular training sessions and communications on ethics, risk and compliance topics.

7. Customer Experience

Given that the Nuvo purpose is to enhance customers' experiences with cryptocurrencies, revolutionize personal finances, offer user-friendly products, and provide transparent services, those bound by this Code must always strive to meet these goals. To do so, all the Company’s involved parties must treat customers with professionalism, respect, integrity, equality, and honesty, ensuring a superior customer and user experience.

All the Company’s involved parties recognize the importance of customer-provided personal data, ensuring its security, integrity, availability, confidentiality and protection and under all circumstances, unless expressly permitted otherwise. Protecting customer data and information is a priority, and all interactions with customers must adhere to the current laws and regulations of El Salvador.

All actions, business decisions, and activities should be conducted using high-quality products and services. The Company and its representatives must continuously seek to improve their offerings, with everyone working towards this aim. Additionally, all actions, business decisions, and activities must comply with the Company's contractual agreements, applicable laws, and legal requirements.

8. Information Security and Confidentiality

In recognizing the critical role of information security, it is imperative to acknowledge that security incidents and data breaches often stem Companies nowadays, due to among other things, a lack of awareness among employees and service providers. By prioritizing ongoing training, establishing main principles and standards of information security and vigilance to address potential security risks arising from their actions or inactions, Nuvopapp can ensure the integrity of ICT security and confidentiality of all data stored and processed.

For this purpose, Nuvo implements following organizational and technical security measures to address and mitigate information security risks:

• All employees and other involved parties are required to use a secure internet network in order to execute their day-to-day duties,
• All employees and other involved parties are provided with an email account designated for work-related activities only,
• All the Company’s ICT resources and along with any other provided cloud computing tools, are intended strictly for internal use in order to execute their professional obligations for the company.
• The passwords for accessing the Company’s ICT environments are confidential and must not be shared. Employees are required to change the initial password to a unique, complex password known only to them, and to update this password regularly as per IT security guidelines.
• All employees and other involved parties must lock their work devices when leaving their workstation to ensure the protection of sensitive information.
• All employees and other involved parties must avoid using IT Tools for suspicious, illegal and / or unusual activities, actions contrary to good morals, or any behavior that violates this Code. Specifically prohibited actions include, but are not limited to:

  – breaking any applicable laws (international or national),
  – transmitting or sharing prohibited, illegal or immoral content,
  – creating, sharing, or promoting any discriminatory material targeting any individual, belief, religion, sexual orientation, nationality, or political affiliation,
  – handling or distributing information, data, or materials that breach legal or regulatory standards, and
  – sharing content that is offensive, abusive, defamatory, fraudulent, or infringes on personal privacy or the rights of others.

• Nuvo will be conducting security training for their employees as an on-going program to ensure that security and common threats knowledge are delivered continuously, and a high level of security awareness is maintained.

Security training program shall consist of at least three main types of training:

• Basic Security and Awareness Training that will help all personnel to understand the Company’s security policies and requirements, recognize and respond to common security threats, as well as report potential security issues.
• Security and Risk Management Training that will help heads of business units to recognize security risks and make security and risk aware decisions;
• Specialized Security Training that will be aimed at certain groups of employees who require specific/advanced training in information security to build and maintain secure environments such as software developers, IT staff, incident responders, etc.

9. Employment and Working-environment

Employees and any other involved parties of Nuvo are required to execute their assigned duties with utmost professionalism, consistently respecting their work environment and fellow colleagues. Adherence to current laws of El Salvador and international standards is mandatory. Discrimination in any form is strictly prohibited, including but not limited to issues related to ethnicity, gender, political affiliations, and health. Employees must report any observed or experienced discriminatory behavior to their Manager, Senior Management, Compliance Department without delay. The possession or consumption of drugs and alcohol is strictly forbidden on company premises and during the execution of work-related tasks, irrespective of location.

The Company is committed to providing equal working conditions and opportunities for all employees. Evaluations will be based on job performance, effort, perseverance, and achievements. The Company will not tolerate discrimination and will take appropriate actions against any known instances. Every individual must be treated with dignity and respect, reflecting the Company's full support for diversity. Employees are encouraged to foster a positive and inclusive work environment.

The Company pledges to implement all necessary measures to ensure a safe and friendly working environment for all.

10. Implementation and Reporting

All Nuvo involved parties are obligated to fully comply with the provisions of the present Code and to report any activity, incident, or act that violates the Code.

Anyone who notices any suspicious behavior that violates the code must inform their direct managers so that an immediate investigation can be initiated, as Nuvo discourages such behavior and will take necessary measures to stop it and apply appropriate consequences. If it is impossible for the employee or any party involved to inform their direct manager, they should report to any member of the senior management or compliance department. It is important that all involved parties collaborate in reporting behaviors contrary to the Code since the company prioritizes maintaining a friendly workplace and ensuring happy and satisfied customers.

11. Reputation

Nuvo takes seriously that all their personnel should be adequately trained and experienced, in particular in compliance and all relevant areas, as poorly trained staff may result in reputational and regulatory damages for the Company.

Moreover, taking into account the Nuvo ambition to provide outstanding quality services to their customers and at the same time remain fully regulatory compliant, it is imperative that all involved parties of Nuvo consistently uphold the values, principles, and regulations outlined in the present Code.

The Company seeks to embody and project key values such as transparency, honesty, clarity, responsibility, dedication, commercial loyalty, security and confidentiality, and teamwork. Adherence to these values is vital, as they shape Nuvo's reputation, which is a crucial element for successful operations, attracting customers, ensuring employee satisfaction, and overall business success.

12. Approval

This Code of Ethics and Conduct was approved by the Sole Owner Administrator and Legal Representative, and recorded in minute number three of the Sole Administrator’s book, on December 19, 2024, and will come into effect as of January 1, 2025.

This Code of Ethics and Conduct must be reviewed by the Primary Compliance Officer and their Alternate at least once a year, and updated as necessary.