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Article (26): Payment Token White Papers

2/2024 Effective from 21/8/2024

1.

Obligation to publish a White Paper

a)

No Payment Token Issuer shall perform Payment Token Issuing with respect to a Payment Token unless that Payment Token Issuer has:

(1) produced a White Paper in respect of that Payment Token;

(2) submitted the White Paper to the Central Bank;

(3) received the Central Bank’s acceptance of the White Paper; and

(4) published the White Paper,

in accordance with this Article (26).

b)

The Central Bank may publish a White Paper with respect to a particular Payment Token on its website, in which case any Payment Token Issuer which publishes a web-link to the White Paper on the Central Bank website shall be deemed to have complied with Article (26)1(a).

2.

Content and form of the White Paper

a)

A White Paper shall contain, insofar as it is relevant to each Licensee or Registered Foreign Payment Token Issuer, a detailed description of all of the following:

I.

the Payment Token Issuer;

II.

the type of Payment Token that will be offered to the public;

III.

the number of Payment Tokens that will be issued and the issue price;

IV.

the rights and obligations attached to the Payment Token and the procedures and conditions for exercising those rights;

V.

information on the underlying technology and standards applied by the Payment Token Issuer when allowing for the holding, storing and transfer of those Payment Tokens;

VI.

the risks relating to the Payment Token Issuer issuing Payment Tokens, the Payment Tokens, the offer to the public, and other disclosures that the Central Bank may specify;

VII.

the Payment Token Issuer’s governance arrangements, including a description of the role, responsibilities and accountability of the third-parties responsible for operating, investment and custody of the Reserve of Assets, and, where applicable, the distribution of the Payment Tokens;

VIII.

the constituent parts of the Reserve of Assets held by the Licensed Payment Token Issuer or similar reserve held by a Registered Foreign Payment Token Issuer;

IX.

the custody arrangements for the Reserve of Assets or similar reserve held by a Registered Foreign Payment Token Issuer, including but not limited to the relevant segregation and safeguarding measures;

X.

information on the nature and enforceability of rights, including any direct redemption right or any claims that holders of Payment Tokens may have on the Reserve of Assets (or other reserve held by a Registered Foreign Payment Token Issuer) or against the Payment Token Issuer issuing the Payment Tokens, including how such rights may be treated in insolvency procedures;

XI.

information on the permitted use of a Payment Token and any restrictions on its use including having regard to Article (2) and Article (12); and

XII.

any such other matters as the Central Bank may direct from time to time.

b)

The White Paper shall be fair, clear and not misleading, and shall be presented in a concise and comprehensible form.

c)

The White Paper shall be drafted in both Arabic and English.

d)

The White Paper shall contain an attestation by the Board of the Payment Token Issuer of the White Paper’s completeness and accuracy.

e)

The White Paper shall prominently contain the following statement:

“The Central Bank of the UAE is not responsible for determining the accuracy or completeness of this White Paper. The Central Bank of the UAE’s review and acceptance of this White Paper does not constitute an endorsement of the Payment Token or Payment Token Issuer to which it relates, or of the accuracy or completeness of any information or statements in this White Paper.”

f)

The White Paper shall be dated, including with the date of the application of any update to the White Paper.

g)

In good time before a Licensed Payment Token Issuer enters into a Customer Agreement, or a Registree enters into an agreement with a Customer relating to a Payment Token, it must (subject to Article (26)5) provide a copy of or web-link to the White Papers of all Payment Tokens to which the Customer has access pursuant to the Customer Agreement.

3.

Updates

A Payment Token Issuer must (subject to Article (26)5) without delay update any White Paper it has previously produced to reflect:

a)

any material change to the information in the White Paper; or

b)

any material addition that it would be appropriate to make to the White Paper in order to reflect any changes in the arrangements or circumstances relating to its Payment Tokens or Payment Token Issuing.

4.

Audit

A Payment Token Issuer must procure an audit of a White Paper by an External Auditor, who is not an officer or employee of the Payment Token Issuer or an officer or employee of another company or undertaking in its Group, to confirm that the form and content of the White Paper complies with all applicable requirements of Article (26)2(a) to (f).

5.

Notification of the White Paper

a)

A Payment Token Issuer must submit a White Paper to the Central Bank for review and acceptance before it sells or transfers the Payment Token to any Person in the UAE (excluding a Person in a Financial Free Zone).

1.

The Payment Token Issuer must, at the time when it submits a White Paper to the Central Bank, also submit the audit report of that White Paper, referred to in Article (26)4, to the Central Bank for review.

2.

If the Central Bank accepts the White Paper, the Payment Token Issuer must publish the White Paper on a publicly and freely accessible website at least 7 days in advance of the Payment Token becoming available for sale or transfer to Persons in the UAE (excluding a Person in a Financial Free Zone).

3.

If the Central Bank declines to accept the White Paper the Payment Token issuer may resubmit an updated White Paper for approval under this Article (26)5(a).

b)

If a Payment Token Issuer desires to amend (including, for the avoidance of doubt, making additions), or is required to amend, the White Paper previously submitted in accordance with Article (26)5(a), it must submit the amendments to the White Paper, and an audit report of the amended White Paper conducted in accordance with Article (26)4 to the Central Bank for review and acceptance before making the amendments. If the amendments are urgent, the Payment Token Issuer shall prominently bring the urgency to the attention of the Central Bank.

(1)

If the Central Bank accepts the amendments, the Payment Token Issuer must publish the White Paper on a publicly and freely accessible website at least 14 days in advance of such amendment taking effect unless the Central Bank requires or agrees to a shorter period.

(2)

If the Central Bank declines to accept the amendments the Payment Token issuer may resubmit an updated White Paper for approval under this Article (26)5(b).

c)

The Central Bank shall not be responsible for determining the accuracy or completeness of a White Paper. The Central Bank’s review and acceptance of the White Paper shall not constitute an endorsement of the Payment Token or Payment Token Issuer to which it relates, or of the accuracy or completeness of any information or statements in the White Paper.

6.

Liability for White Papers

a)

A Payment Token Issuer shall be liable for and shall compensate a Customer within at least 28 calendar days for any and all loss or damage caused to a Customer arising from a material misstatement in a White Paper which it has published, except to the extent that any UAE law or regulation prevents the payment or provision of compensation to that Customer by the Payment Token Issuer. Any contractual exclusion or limitation of civil liability as referred to in this paragraph shall be deprived of legal effect.

b)

In addition, the Central Bank may consider conducting an investigation and taking enforcement action against any misstatement in the White Paper.

c)

The Central Bank shall not be liable to Customers or other Persons for the contents of any White Paper that it has accepted.

7.

Exemptions

The Central Bank may, at its discretion, exempt a Payment Token Issuer from one or more of the requirements in this Article (26) if equivalent documentation has been published, or obligations complied with, pursuant to regulation issued by SCA or any Local Licensing Authority.