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  • Part II – Client Agreements

    • A. Requirement for Written Agreements

      1. VASPs shall enter into written agreements with each client which specify the VASP’s duties and responsibilities when providing services including all VA Activities [Client Agreements].
      2. VASPs must comply with Client Agreements at all times.
      3. VASPs must ensure that, in addition to all applicable laws, including but not limited to consumer protection laws, all Client Agreements comply with the general requirement to act honestly, fairly and in the best interests of its clients and the integrity of the market.
      4. Client Agreements must at all times be fair, transparent, accurate and not misleading. Client Agreements must be sufficiently clear to the client, having regard to the nature of the services and the intended market for such services.
      5. VASPs must obtain valid acceptance from all clients entering into Client Agreements, which must be given in a form which is compliant with all applicable laws and prior to the VASP providing any VA Activities to the client.
      6. VASPs must send a copy of the Client Agreement to each client after it has been entered into.
      7. VASPs must notify clients of any change to Client Agreements at least thirty [30] calendar days prior to any change taking effect.
      8. If VASPs have the right in any Client Agreement to be able to change a service, or any part of a service, or VA Activity, this must be made explicit in the Client Agreement.
      9. VASPs must maintain a record of all versions of Client Agreements and be able to identify all changes made between versions.
       

    • B. Content of Client Agreements

      1. Client Agreements shall include, but not be limited to—
       
        a. the identities of the client and the VASP, including the legal name and registered address of the VASP;
        b. a description of the VASP’s Group;
        c. a description of the services to be provided;
        d. the methods that the VASP and client will use to communicate regarding the services;
        e. all fees charged by the VASP for the services;
        f. the law applicable to the Client Agreement;
        g. identification of third-party service providers, or any Entities within the VASP’s Group, utilised by the VASP and necessary for the services provided under the Client Agreement, which may be provided in the form of a description of the services they perform;
        h. clearly identify if and when any Virtual Assets are no longer under the control of the VASP during the provision of any VA Activity and describe the Entity[ies] liable for Virtual Assets at all times, including but not limited to where such Entity[ies] are located; and
        i. a clear statement that neither Client VAs nor Client Money benefit from any form of deposit protection.
       
      2. When forming Client Agreements, VASPs must also consider and include to the extent applicable to the services being provided, provisions covering the following—
       
        a. specify what Virtual Assets are, or will be, supported;
        b. a description of how the VASP will respond to newly created Virtual Assets [e.g. from an “airdrop”], or in the event a previously supported Virtual Asset is no longer supported [e.g. as a result of a “fork”, or other change that would affect the VASP’s ability to support the Virtual Asset], which shall include, but not be limited to obligations for the VASP to—
       
          i. assess the impact of such change as soon as possible upon becoming aware of the nature and impact of such change; and
          ii. communicate clearly with all affected clients throughout the process; and
       
        c. address risk of loss which may result from a failure of the services provided by the VASP, including any Custody Services [if provided], and outline all measures in place to mitigate risk of loss where appropriate.
       
      3. VASPs may provide the information required under Rule II.B.2 of this Market Conduct Rulebook by directing clients to where such information is contained in any published policies or procedures, provided that—
       
        a. such policies or procedures comply with Rule II.A.4 of this Market Conduct Rulebook; and
        b. all links or other references to such policies or procedures are maintained and accurate at all times.