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  • Part 2

    • Article (1): Definitions

      Except where an alternative definition is expressly stated in this Regulation, the following terms are defined as set out in this Article (1).

      1.Agent: means a juridical person performing Payment Token Services on behalf of a Licensed Payment Token Service Provider.
      2.Algorithmic Stable coins: means a virtual Asset which purports to maintain a stable value by reference to a Fiat Currency or other asset as a result of interventions (either automated or manual) by its issuer or another Person to alter the supply of or demand for the Virtual Asset from time to time, and which is used or may be used as a Means of Payment.
      3.AML/CFT: means Anti-Money Laundering and Combating the Financing of Terrorism.
      4.AML Law: means Decree Federal Law No. (20) of 2018 on Anti-Money Laundering and Combating the Financing of Terrorism and Illegal Organizations and Cabinet Decision No. (10) of 2019 Concerning the Implementing Regulation of Decree Federal Law No. (20) of 2018 on Anti-Money Laundering and Combating the Financing of Terrorism and Illegal Organizations, as amended, and any regulations issued hereunder and any instructions, guidelines and notices issued by the Central Bank relating to their implementation or issued in this regard.
      5.AML Obligor: means a Licensee or Registree.
      6.

      Applicant: means a juridical person:

      a)duly incorporated in the UAE in accordance with Federal Law No. 2 of 2015 on Commercial Companies, as may be amended or substituted from time to time and as provided for under Article (74) of the Central Bank Law (or other analogous commercial regulation applying in a free zone), which files an Application with the Central Bank for the granting of a License for the provision of one or more Payment Token Services or the modification of the scope of a granted License;
      b)incorporated and located outside of the UAE (which for the purposes of this Regulation would include a juridical person incorporated and located in a Financial Free Zone), which files an Application with the Central Bank for the granting of a Foreign Payment Token Issuer Registration or the modification of the scope of a granted Registration; or
      c)that is a Virtual Assets Exchange Platform Operator, Bank or Exchange House which files an Application with the Central Bank for the granting of a Non-Objection Registration or the modification of the scope of a granted Non-Objection Registration.
      7.Application: means a written request for obtaining a License for the provision of one or more Payment Token Services, for obtaining a Foreign Payment Token Issuer Registration, or for obtaining a Non-Objection Registration, submitted by an Applicant which contains the information and documents specified in this Regulation or by the Central Bank, and is in the form specified by the Central Bank’s Licensing Division, including a written request for obtaining a modification to the scope of a granted License or Registration.
      8.Bank: any juridical person licensed in accordance with the provisions of the Central Bank Law, to carry on the activity of taking deposits of all types, including Shari`ah-compliant deposits.
      9.Beneficial Owner: means the natural person who owns or exercises effective ultimate control over the Customer or the natural person on whose behalf a transaction is being conducted, or the natural person who exercises effective ultimate control over a legal person or legal arrangement, whether directly or through a chain of ownership, control or other indirect means.
      10.Board: means the board of directors of an Applicant, a Controller of an Applicant, a Licensed Payment Token Service Provider or a Registree in accordance with applicable corporate law.
      11.Business Day: means a day other than Saturday, Sunday, public holiday or other non-working holiday or day in the UAE.
      12.CBUAE Regulation: means any written act that may be adopted or issued by the Central Bank complementing the implementation of this Regulation, such as, without being limited to, rules, directives, decisions, instructions, notices, circulars, standards, and rulebooks.
      13.Central Bank: means the Central Bank of the United Arab Emirates.
      14.Central Bank Digital Currency: means a digital version of a Fiat Currency that is issued by the Central Bank or another central bank.
      15.Central Bank Law: means the Decretal Federal Law No. (14) of 2018 Regarding the Central Bank & Organization of Financial Institutions and Activities, as amended.
      16.Consumer Protection Regulation: means Consumer Protection Regulation (Circular No. 8 – 2020) dated 25 November 2020, as amended, and Consumer Protection Standards, as amended.
      17.Controller: means a Person that alone or together with the Person’s associates has an interest in at least 10% of the shares in an Applicant or Licensed Payment Token Service Provider or Registree or is in a position to control at least 10% of the votes in an Applicant or Licensed Payment Token Service Provider or Registree.
      18.Customer: means a Person receiving or potentially receiving a Payment Token Service and includes a Token holder.
      19.Customer Agreement: means a Framework Agreement or a Single Payment Token Service Agreement.
      20.Customer Due Diligence or CDD: means the process of identifying and verifying the identity of a Customer and its Beneficial Owners, whether a natural or legal person or a legal arrangement, and of collecting information as to the nature of the Customer's activity and the purpose of any business relationship between the Customer and the Payment Token Services provider and the ownership structure and control over it.
      21.Data Breach: means an intrusion into an IT system where unauthorized disclosure or theft, modification or destruction of Customer data is suspected and such is likely to result in a loss for the Customer.
      22.Data Subject: means an identified or identifiable natural person who is the subject of Personal Data.
      23.Designated Payment Token: mean a Virtual Asset that the Central Bank has designated as a Payment Token in accordance with Article (12)6.
      24.Dirham Payment Token: means a Payment Token whose value is denominated in Dirham (AED), or denominated by reference to the value of another Payment Token whose value is denominated in Dirham (AED), and which is issued by a Dirham Payment Token Issuer.
      25.Dirham Payment Token Issuer: means a Payment Token Issuer that is Licensed to perform Payment Token Issuing for Dirham Payment Tokens pursuant to Article (5)1(a).
      26.Distributed Ledger Technology: means a class of technologies that supports the distributed recording of encrypted data across a network and which is a type of decentralized database of which there are multiple identical copies distributed among multiple participants and accessible across different sites and locations, and which are updated in a synchronized manner by consensus of the participants, without involving a central authority or intermediary using a system other than the network or another distributed ledger.
      27.Dormant Accounts Regulation: means Dormant Accounts Regulation (C 1/2020) dated 15 January 2020, as amended.
      28.Exchange House: means an exchange business that has been licensed under the Regulations re Licensing and Monitoring of Exchange Business.
      29.Exempted Person: means any Person who is exempted from the requirement to hold a License under Article (4).
      30.External Auditor: means an independent juridical Person that has been appointed to audit the accounts and financial statements of a Licensed Payment Token Service Provider in accordance with Article (34)9, to audit the Reserve of Assets of a Licensed Payment Token Issuer in accordance with Article (22)8(b) or to audit the White Paper of a Licensed Payment Token Issuer in accordance with Article (26)4.
      31.FATF: means the Financial Action Task Force, being an inter-government body which sets international standards that aim to prevent global money laundering and terrorist financing activities.
      32.Fiat Currency: means a currency that is controlled by a central bank, has the status of legal tender and is required to be accepted within a given jurisdiction.
      33.Financial Free Zones: means free zones subject to the provisions of Federal Law No. (8) of 2004, regarding Financial Free Zones, as amended.
      34.Foreign Currency: means a Fiat Currency which is not the Dirham (AED).
      35.Foreign Payment Token: means a Payment Token whose value is denominated in a Foreign Currency, or denominated by reference to the value of another Payment Token whose value is denominated in a Foreign Currency.
      36.Foreign Payment Token Custodian and Transferor: means a Person who, by way of business, performs Payment Token Custody and Transfer of Foreign Payment Tokens, pursuant to Article (5)2.
      37.Foreign Payment Token Issuer: means a Payment Token Issuer that is Registered pursuant to Article (5)2.
      38.Foreign Payment Token Registration: means a registration granted by the Central Bank to an Applicant registered and located outside of the UAE (which for the purposes of this Regulation would include a juridical person incorporated and located in a Financial Free Zone) to perform Payment Token Issuing with respect to Foreign Payment Tokens, pursuant to Article (5)2, and Foreign Payment Token Registree refers to a Foreign Payment Token Issuer holding a valid Foreign Payment Token Registration.
      39.Framework Agreement: means an agreement between a Licensed Payment Token Service Provider and a Customer for the provision of a Payment Token Service, other than a Single Payment Token Service Agreement, which governs the rights and obligations as between the Licensed Payment Token Service Provider and the Customer (and their assignees, transferees or successors).
      40.Group: means a corporate group which consists of a parent entity and its subsidiaries, and the entities in which the parent entity or its subsidiaries hold, directly or indirectly, 5% or more of the shares, or are otherwise linked by a joint venture relationship.
      41.License: means a License issued by the Central Bank provide a Payment Token Service, pursuant to Article (5)1. Licensed refers to having been granted such a License, where such License remains valid, and Licensee refers to a Licensed Payment Token Service Provider holding a valid License.
      42.Licensed Payment Token Issuer: means a juridical person that has been Licensed in accordance with this Regulation to perform Payment Token Issuing.
      43.Licensed Payment Token Service Provider: means a juridical person that has been Licensed in accordance with this Regulation to provide one or more Payment Token Services. For the avoidance of doubt, a Registree is not included within the definition of Licensed Payment Token Service Provider.
      44.Local Licensing Authority: means any authority competent to regulate Virtual Assets in the concerned Emirate in accordance with Cabinet Resolution No. (111) of 2022 Concerning the Regulation of Virtual Assets and their Service Providers, as amended.
      45.

      Means of Payment: means a Virtual Asset:

      a)which is, or which is able to be used as, or is purported or promoted to be, a store of value, medium of exchange and unit of account; or
      b)which the Central Bank designates, pursuant to Article (3)1, as being a Means of Payment.
      46.Merchant: means a Person who accepts Payment Tokens as a Means of Payment for the sale or provision of goods or services.
      47.Non-Objection Registration: means a registration by the Central Bank of an Applicant based on a decision by the Central Bank to permit the Applicant to perform Payment Token Conversion or Foreign Payment Token Custody and Transfer, pursuant to Article (8)1, and Non-Objection Registree refers to a Payment Token Conversion Provider or Foreign Payment Token Custodian and Transferor holding a valid Non-Objection Registration.
      48.Outsourcing Regulation means the Outsourcing Regulation for Banks (Circular No. 14/2021) dated 31 May 2021, as amended.
      49.Payee: means a Person who is the intended recipient of a Payment Token Transfer.
      50.Payer: means a Person who performs a Payment Token Transfer of a Payment Token for which it is the Tokenholder, or instructs a Licensee or Registree to perform such Payment Token Transfer on its behalf (by having the Licensee or Registree initiate, facilitate, effect or direct such transfer).
      51.

      Payment Token: means a Virtual Asset which purports to maintain a stable value by referencing the value of:

      a)the same Fiat Currency as the Payment Token is denominated in; or
      b)another Payment Token also denominated in the same Fiat Currency.
       A Designated Payment Token shall be deemed to be a Payment Token.
      52.Payment Token Conversion: means a service, other than Payment Token Issuing, which is performed by way of business, of selling or buying Payment Tokens in return for any form of remuneration by spot conversion as principal or agent or enabling other counterparties to place and accept offers for sale of Payment Tokens.
      53.Payment Token Conversion Provider: means a Person who, by way of business, performs Payment Token Conversion, other than a Person acting as a Payment Token Issuer.
      54.

      Payment Token Custody and Transfer: means a service, performed by way of business, to:

      a)

      safeguard, or to safeguard and administer:

      (i)Payment Tokens on behalf of Customers, or
      (ii)private cryptographic keys on behalf of Customers in order to hold, store and transfer Payment Tokens; or
      b)receive, hold and transfer Payment Tokens on behalf of Customers.

      For the avoidance of doubt, Payment Token Custody and Transfer excludes provision of technology (including provision of updates to the technology, and support to address any technical issues with the technology) to another Person which enables the other Person to safeguard or safeguard and administer their own Payment Tokens or the cryptographic keys for such Payment Tokens or the Wallet in which they are held, or to transfer such Payment Tokens on their own behalf.

      For the avoidance of doubt, Payment Token Custody and Transfer may be a service performed to facilitate or enable a Merchant to receive payments by Payment Token in exchange for the supply of goods or services under a merchant acquiring-style arrangement.

      55.Payment Token Custodian and Transferor: means a Person who, by way of business, performs Payment Token Custody and Transfer.
      56.Payment Token Data: means any information related to a Customer, including financial data and excluding Personal Data.
      57.Payment Token Issuer: means a Person who, by way of business, performs Payment Token Issuing.
      58.

      Payment Token Issuing: means a sale or transfer, performed by way of business, of a Payment Token, where it is the first occasion on which that Payment Token is sold or transferred.

      a)This can include (without limitation) where such first sale or transfer is undertaken through an exchange or trading venue.
      b)If the first occasion on which a Payment Token is transferred is when one Person (an ‘issuer’) generates a Payment Token (or arranges for its generation) for transfer to a distributor with a view to the distributor selling the Payment Token, or otherwise transferring the Payment Token to the public, the Payment Token Issuing is performed by the distributor rather than by the issuer.
      59.

      Payment Token Service: means the performance by way of business of any of the following activities:

      a)Payment Token Issuing;
      b)Payment Token Custody and Transfer; and
      c)Payment Token Conversion.
      60.Payment Token Transfer: means an act initiated by the Payer or Payee or on either of their behalves, or by the Payment Token Issuer, of transferring a Payment Token(s) or an interest in a Payment Token(s), whether or not such transfer is performed using Distributed Ledger Technology and irrespective of any underlying obligations between the Payer and the Payee.
      61.Person: means any natural or juridical person.
      62.Personal Data: means any information which is related to an identified or identifiable natural person.
      63.Privacy Token: means a Virtual Asset which, by design, disguises or otherwise obfuscates, or purports to hide or obfuscate, details of its Tokenholder or transaction history which would otherwise be visible to third parties through the Distributed Ledger Technology on which the Virtual Asset is hosted, and which is used or may be used as a Means of Payment.
      64.Promotion: means any form of communication, by any means, aimed at inviting or offering to enter into an agreement for provision of services.
      65.Registered Foreign Payment Token Issuer: means a Foreign Payment Token Issuer which is registered pursuant to Article 5(2).
      66.Registered Foreign Payment Token Custodian and Transferor: means a juridical person that has received a Non-Objection Registration in accordance with this Regulation to perform Payment Token Custody and Transfer of Foreign Payment Token.
      67.Registered Payment Token Conversion Provider: means a juridical person that has received a Non-Objection Registration in accordance with this Regulation to perform Payment Token Conversion.
      68.Registration: means a Foreign Payment Token Issuer Registration or a Non-Objection Registration, and Registered refers to having been granted such a Registration, where such Registration remains valid, and Registree refers to a Foreign Payment Token Issuer or Payment Token Conversion Provider or Foreign Payment Token Custodian and Transferor holding a valid Registration.
      69.Regulation: means this Payment Token Services Regulation.
      70.Reserve of Assets: means the assets held in accordance with Article (22).
      71.Retail Payment Services and Card Schemes Regulation: means Retail Payment Services and Card Schemes Regulation (Circular No. 15/2021) dated 6 June 2021, as amended.
      72.SCA: means the UAE Securities & Commodities Authority.
      73.Senior Management: means a team of individuals at the highest level of management of the Licensee or Registeree who have the day-to-day tasks of managing the Licensee’s business.
      74.

      Single Payment Token Service Agreement: means an agreement which governs the rights and obligations as between a Licensed Payment Token Service Provider and a Customer (and their assignees, transferees or successors) and which is limited to:

      a)governing a single sale, transfer and redemption of Payment Tokens; or
      b)provision of a Payment Token Custody and Transfer Service for a single Payment Token Transfer.
      75.Stored Value Facilities (SVF) Regulation: means Stored Value Facilities (SVF) Regulation (Circular No. 6/2020) dated 30 September 2020, as amended.
      76.Third Country: means any Financial Free Zone or any country other than the UAE.
      77.Tokenholder: means the person who has the lawful power of disposal over a Payment Token.
      78.Transition Period: has the meaning given in Article (40).
      79.UAE: means the United Arab Emirates.
      80.

      Unauthorized Payment Token Transfer: means a Payment Token Transfer:

      a)initiated, facilitated, effected or directed by a Licensed Payment Token Service Provider as part of its Payment Token Service; and
      b)where such transfer has not been consented to by the Tokenholder or (in the case of the Licensed Payment Token Service Provider selling a Payment Token) the purchaser of the Payment Token.
      81.Virtual Asset: means a digital representation of value or of a right that can be transferred and stored electronically using Distributed Ledger Technology. Excluding, for the purposes of this regulation, Central Bank Digital Currencies.
      82.Virtual Assets Exchange Platform Operator: means a Person licensed by SCA as a virtual assets platform operator and regulated by SCA or any Local Licensing Authority.
      83.Wallet: means a Distributed Ledger Technology address or account to which a Virtual Asset is attributed from time to time and in relation to which a Payment Token Transfer is performed.
      84.Wire Transfer: means any Payment Token Transfer carried out on behalf of a Payer through a Licensed Payment Token Service Provider with a view to making an amount of Payment Tokens available to a Payee at the beneficiary’s Licensed Payment Token Service Provider, irrespective of whether the Payer and the Payee are the same Person.
      85.White Paper: means a document setting out the information stipulated in Article (26) and published or otherwise made available in accordance with the provisions of that Article.