Sanctions Policy

Overview & commitment

Centili Group Ltd. (Centili) is committed to full compliance with all applicable economic and trade sanctions and export-control laws in every jurisdiction in which it operates. As a United Kingdom company incorporated in England and Wales, United Kingdom, and as an operator of cross-border mobile-payment, direct-carrier-billing, content-monetisation and SIM-security services connecting more than 280 carrier integrations worldwide, we recognise that our products can be misused to move value across borders. We therefore maintain controls designed to prevent Centili, our employees, our customers and our partners from dealing — directly or indirectly — with sanctioned persons, entities, governments or territories.

The objective of this policy is to ensure that no transaction, business relationship, payment flow or technical integration facilitated by Centili breaches any sanctions or export-control measure to which we are subject. Compliance is a condition of doing business with us. Violations carry severe criminal, civil and reputational consequences, and we have no tolerance for any attempt to circumvent sanctions restrictions.

This policy is owned by the Centili compliance function and approved at board level. It is read together with our AML & KYC Policy, our Acceptable Use Policy and our Terms of Service.

Scope

This policy applies to:

• all directors, officers, employees, contractors and temporary staff of Centili Group Ltd.;
• all customers, merchants, content providers, aggregators, mobile network operators, payment service providers and other partners that use, integrate with or distribute Centili services;
• all transactions, settlements, payouts and value flows that we initiate, route, process or facilitate; and
• all goods, software, technology and technical assistance that we supply, license or make available, where these may be subject to export-control restrictions.

The policy applies globally. Where local sanctions or export-control rules in a jurisdiction are stricter than those described here, the stricter rule applies. Nothing in this policy requires any person to act in a manner prohibited by UK law, including the Trade, Crime and Security Act framework and applicable blocking measures.

Applicable regimes

Centili screens against and complies with sanctions and restrictive-measure regimes administered by the authorities below. Because we route value across multiple jurisdictions, a single transaction may be subject to more than one regime simultaneously.

We also have regard to country-specific and sectoral designations issued by national authorities relevant to a particular counterparty or settlement corridor, and to the lists maintained by the carriers and financial institutions in our settlement chain. The primary supervisory frame for Centili is the UK regime administered by OFSI; the laws of England and Wales governs the interpretation of this policy.

Prohibited dealings

Centili will not, and personnel and partners must not, engage in any of the following, whether directly or through an intermediary, agent, nominee or layered structure:

Dealings with sanctioned persons and entities

• providing services to, receiving payment from, making a payment to, or otherwise dealing with the funds or economic resources of any individual, entity, vessel or aircraft that is designated, listed or otherwise targeted under any applicable sanctions regime (a “Designated Person”);
• making funds or economic resources available, directly or indirectly, to or for the benefit of a Designated Person;
• onboarding or maintaining a relationship with any customer or partner that is owned or controlled by a Designated Person (see Ownership & control); and
• processing any transaction where a Designated Person is identified as a sender, recipient, beneficial owner, beneficiary, ordering party or other relevant party.

Dealings involving restricted territories

• providing services to persons ordinarily resident or located in a comprehensively sanctioned territory (see Geographic restrictions); and
• routing, settling or originating transactions to, from or through such a territory.

Evasion and facilitation

• structuring, splitting, mislabelling, re-routing or otherwise arranging any transaction with the purpose or effect of evading or circumventing sanctions, including the use of third countries, shell entities, false documentation or obscured beneficial ownership; and
• knowingly facilitating, assisting, advising on or providing the means for any other party to breach sanctions or export-control measures.

Any attempt to use Centili services for the above is a material breach of our Acceptable Use Policy and will result in immediate suspension of the relevant relationship and, where required, a report to the competent authorities.

Screening of customers, partners and transactions

Centili operates a risk-based screening programme that is integrated with the customer due-diligence controls described in our AML & KYC Policy. Screening is carried out using consolidated lists drawn from the regimes identified above and is applied at the following points:

Potential matches are reviewed by the compliance function to confirm or discount the alert. Where a confirmed match is identified, the relevant funds or economic resources are frozen, the transaction is stopped, and the matter is escalated and reported in accordance with the Escalation & reporting and Consequences & cooperation sections below. We do not unfreeze funds or release a blocked transaction without the necessary authorisation or licence from the competent authority.

Ownership & control (the 50% rule)

A counterparty does not need to appear on a sanctions list to be off-limits. Many regimes — including the UK and US regimes — extend restrictions to entities that are owned or controlled by one or more Designated Persons. Under the so-called “50% rule”, an entity that is owned 50% or more, in aggregate, by one or more Designated Persons is itself treated as effectively designated, even though it is not separately named.

Centili therefore looks through ownership structures to identify ultimate beneficial owners and controlling parties. In assessing ownership and control we consider:

• direct and indirect shareholdings, including aggregated holdings across multiple Designated Persons;
• voting rights, board appointment rights, and other rights that confer control regardless of the percentage of shares held; and
• any arrangement that allows a Designated Person to direct the affairs of the entity.

Where due diligence cannot satisfactorily establish that a counterparty is free of designated ownership or control, Centili will decline or exit the relationship. The 50% threshold is treated as a floor, not a safe harbour: control that falls below 50% may still trigger restrictions where other indicators of control are present.

Geographic restrictions

Centili maintains a list of restricted and prohibited territories that is reviewed regularly and kept aligned with applicable sanctions measures. Territories fall into broadly two categories:

• Comprehensively sanctioned territories — territories subject to broad embargoes. We do not onboard customers or partners located there, nor do we process transactions to, from or through them.
• High-risk and partially restricted territories — territories subject to sectoral, targeted or list-based measures. Business involving these territories is permitted only after enhanced due diligence and compliance sign-off, and only where no applicable restriction is breached.

The composition of these categories changes as designations are imposed or lifted. We do not reproduce a static country list in this published policy because doing so would quickly become inaccurate; the controlling reference is always the current consolidated sanctions lists of the applicable authorities together with our internal restricted-territory schedule. Customers and partners must inform us promptly if their operations extend into a restricted territory.

Export controls

In addition to financial sanctions, certain software, technology and technical assistance — including aspects of our SIM-layer security and authentication technology — may be subject to export-control and dual-use restrictions. Centili will not export, re-export, transfer or make available any controlled item, technology or technical assistance to a destination, end-user or end-use that is restricted under applicable export-control law.

Where a product, integration or item of technical assistance may be controlled, we assess the destination, the end-user and the intended end-use before supply, and obtain any required licence or authorisation. Partners must not re-export or onward-supply our technology in breach of these controls and must pass equivalent obligations down their supply chain.

Escalation & reporting

Any employee, customer or partner who becomes aware of an actual or suspected sanctions match, an attempt to evade sanctions, a frozen or blocked transaction, or any other sanctions-related concern must escalate it immediately to the Centili compliance function at compliance@centili.co.uk. Concerns must not be discussed with, or tipped off to, the affected counterparty.

On escalation, the compliance function will:

• freeze or hold the relevant funds, economic resources or transaction pending review;
• investigate and determine whether a designation, ownership/control trigger or territorial restriction applies;
• make any required report to OFSI and/or other competent authorities within the applicable timeframe, and apply for a licence where a permitted activity requires authorisation; and
• maintain a full record of the alert, the analysis and the action taken.

Reporting obligations are mandatory and time-sensitive. Centili will not delay or withhold a required report, and will not release frozen assets except under a valid licence or authorisation.

Consequences & cooperation with authorities

Sanctions breaches are serious offences. They can give rise to criminal liability — including imprisonment — for individuals, substantial civil and criminal penalties for the company, asset freezes, loss of banking and carrier relationships, and significant reputational harm.

For internal breaches, Centili will:

• treat any breach or attempted circumvention as a serious disciplinary matter, up to and including dismissal;
• suspend or terminate any customer or partner relationship implicated in a breach or attempted breach; and
• cooperate fully and proactively with OFSI, law-enforcement and other competent authorities, including by providing records, freezing assets and responding to information requests and licensing conditions.

We will also exercise our rights under our Terms of Service and Acceptable Use Policy to withhold, reverse or decline settlement where a sanctions issue prevents lawful completion of a payment.

Relationship to AML / KYC

Sanctions screening does not operate in isolation. It is one pillar of Centili’s wider financial-crime programme and depends on the customer identification, beneficial-ownership verification and ongoing monitoring controls set out in our AML & KYC Policy. The same due-diligence information that supports anti-money-laundering and counter-terrorist-financing checks under the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2017 is used to screen counterparties and their beneficial owners against sanctions lists.

Where a sanctions concern overlaps with a money-laundering or terrorist-financing concern, both reporting pathways are followed, and the matter is handled in coordination between the sanctions and AML controls. Read this policy together with the AML & KYC Policy and our Privacy Policy, which explains how the personal data used in screening is processed under the UK GDPR and the Data Protection Act 2018.

Changes

We review and update this policy regularly to reflect changes in sanctions and export-control law, in the designations maintained by the relevant authorities, and in our products and operations. The version published on this page is the current version; material changes will be reflected by an updated revision date. Continued use of Centili services after an update constitutes acceptance of the revised policy.

Contact

Sanctions and export-control matters, including suspected breaches, screening queries and requests for information, should be directed to the Centili compliance function at compliance@centili.co.uk. General legal queries may be sent to legal@centili.co.uk.

Centili Group Ltd.
[Registered office address — to be confirmed], United Kingdom
Company number: [Company number — to be confirmed]
VAT number: [VAT number — to be confirmed]