PSP Agent Declaration (ACPR)

Role of the ACPR

The ACPR (Prudential Supervision and Resolution Authority), which operates under the auspices of the Banque de France, maintains a registry of regulated service providers and their agents. Under the PSP Agent model, CentralPay (an authorized institution) prepares and files the Agent’s notification/registration application and serves as the sole point of contact for the ACPR.

Prospective agents cannot submit applications directly to the ACPR: all communications are managed by CentralPay, with the agent’s assistance (submitting documents, answering questions, and providing organizational details).

Steps for Registering an Agent

Step	Description
1. Scope Definition & Pre-qualification	Analysis of the model, functional scope, and responsibilities; legal validation and compliance on the CentralPay side
2. Compiling the File	Collection of company and executive documents, organizational information (processes, controls, security), Terms of Use for Agents and Participants, and business forecasts
3. Deposits / ACPR Exchanges	Deposit processed by CentralPay; responses to additional requests managed by CentralPay with the assistance of the Agent
4. Registration & Activation	Once the entry has been made in the public registry, CentralPay can activate the Agent in production (until then, the activity remains suspended)

1. Responsibilities of the Agent

Asa PSP Agent, the Agent acts in the name and on behalf of CentralPay within the scope defined in the contract. CentralPay remains fully responsible for the provision of payment services and regulatory compliance; however, the Agent must strictly adhere to the operational procedures and requirements established by CentralPay, particularly with regard to AML/CFT and fraud prevention.

The Agent is responsible, in particular, for:

• An understanding of the activities of its merchants/participants and the economic soundness of the transactions initiated through its model
• Implementation of the expected operational procedures (internal processes, controls, traceability, incident management) and compliance with CentralPay guidelines
• Fraud prevention (detection, escalation, cooperation) and compliance with due diligence obligations within the assigned scope
• Cooperation with CentralPay in response to requests for information (inspections, audits, ACPR inquiries), and the prompt submission of requested documents

The agent must sign:

• A PSP Agent Agreement with CentralPay (mandate / outsourcing / supervision / payment flows)
• The CCSP (Payment Services Framework Agreement) applicable to the Agent in its capacity as a business customer of CentralPay (platform access, subscribed services)
• Agent Terms of Service (or equivalent documentation) governing the Agent’s relationship with its Participants, including the necessary details regarding payment plans, allocation, Release dates, and any requests for Payouts

Depending on the scope of authority (and the applicable appendices), certain functions may be delegated to the Agent (e.g., KYC/KYB data collection and formal checks). CentralPay retains sole decision-making authority regarding onboarding, the opening and maintenance of accounts, and regulatory decisions.

2. Become a CentralPay Partner

The process for registering an Agent depends on the completeness of the application, the level of operational delegation, and communication with the ACPR. In practice, it generally takes several weeks and may be extended if additional documents are requested.

2.1. Summary of the Steps

Step	Details
1. Understanding the Model	– Defining the scope and responsibilities – Description of workflows and use cases – Approval by CentralPay’s Legal and Compliance teams
2. Commercial Offer	– Presentation by CentralPay – Alignment with the scope (technical, operational, compliance)
3. Formalization in a Contract	– Signing of the Agent Agreement – Signing/acceptance of the CCSP applicable to the Agent
4. Testing & Integration	– Sandbox access – Technical integration & acceptance testing – Verification of user flows (onboarding/consent/disclosures)
5. ACPR Directive	– Collection of regulatory documents – Preparation and submission of the application to the ACPR by CentralPay – Handling of questions and requests for additional information
6. Deployment	– Deployment to production after registration – Testing in the Sandbox / supervised production

2.2. Documents to Submit to CentralPay

Phase 1 – Preliminary Compilation of the Case File

• Agent Terms of Service / Contractual Documentation for Participants (program details, consents, “agent” information, breakdown/commission, Release dates, refund terms)
• Definition of Regulated Activities, Related Services, and Business Model
• Organizational Chart (including a breakdown of staff by department) and descriptions of key roles
• Shareholder Structure / Corporate Governance
• 3-Year Forecast Transactions Entrusted to CentralPay (volumes, amounts, types)
• Projected number of enrollments over 3 years
• Scenario involving the reuse of existing KYC data (migration), if applicable

Phase 2 – Filing with the regulator

• Signing of the Agent Agreement (prior to submitting the application)
• CentralPay collects and deposits the following items (indicative list):
  • A Commercial register extract less than 3 months old for the company and, if applicable, for its parent or controlling companies
  • Signed, up-to-date Articles of association
  • Color copies of executives’ identity documents
  • Resumes of executives, dated and signed
  • Criminal Records of Executives (if requested)
  • Declarations of No Criminal Convictions by Executives
  • Breakdown of Share Ownership / Shareholder Structure
  • Commercial register for shareholder corporations (if applicable) + group organizational chart (if applicable)
  • Recent General Meeting Minutes (merger, loss of more than 50% of the capital, change in management, etc.)
  • Register of Beneficial Owners (if requested)

The ACPR may also request the following:

• Recent Balance Sheets and Income Statements
• Current or prior year financial statements
• Any document deemed useful by the regulator

2.3. Processing Times

• Processing time by CentralPay: typically ~2 weeks from receipt of a complete application
• ACPR processing time: varies; can take up to ~2 months, with initial questions typically received within 30 days

2.4. End of Investigation

• The Agent may begin the activity only after it has been effectively registered (published in the public registry)
• Prior to registration, CentralPay does not activate the Agent in production and may keep the Agent’s accounts blocked (IN/OUT)
• The Agent is listed in public records with a registration number or identifier that may need to be included in certain communications or disclosures.

2.5. Special Feature – Telecom Agents for Value-Added Services (premium-rate numbers)

• Requirement to Provide a Summary of the Minutes by Operator
• Submission of detailed breakdown of receipts (breakdown) to CentralPay
• CentralPay implements additional controls to ensure that Merchants/Participants are properly credited

3. Processing Agent Workflows

This section defines the rules governing the processing and control of financial flows in an Agent model. It specifies the responsibilities, the account structure, and the additional controls implemented to meet legal and prudential requirements.

3.1. Responsibility of the Institution

In accordance with the Monetary and Financial Code (CMF), the Agent acts in the name and on behalf of CentralPay. CentralPay remains fully responsible for compliance with regulatory obligations, particularly with regard to anti-money laundering and counter-terrorism financing (AML/CTF), security, and the protection of funds.

CentralPay has implemented an internal control system that covers the entire transaction cycle, including transactions processed through its agents (supervision, auditability, traceability).

3.2. Employee Operating Accounts

To facilitate the segregation of funds, CentralPay provides (in its records):

• Collection Account: a transit account used to receive funds related to transactions initiated through the Agent model, and to facilitate their allocation or distribution to Participants’ accounts
• Commission Account: intended to receive the Agent’s compensation (commissions) and to pay fees owed to CentralPay
• Agent Payment Account (optional): intended for the Agent’s day-to-day transactions on its own account (funding, payment of SaaS invoices, etc.), separate from third-party transactions and commissions

3.3. Processing Transactions

When an Agent initiates a transaction on behalf of one or more Participants:

1. The Agent provides CentralPay with the information needed for allocation (Participants’ shares, Agent’s commission, reference numbers), either directly as part of the transaction or, at the latest, by the end of the day via batch processing when objectively necessary.
2. CentralPay then carries out, under its own responsibility, the allocation and breakdown processes and, where applicable, the necessary transactions (including the transfer of commissions to the Commission Account), in accordance with the contractual framework and regulatory controls.

The Collection Account must remain a transit account: the Agent must not passively hold third-party funds beyond the time strictly necessary for processing (no “floating cash”).

Payout procedures (Payout) are managed by CentralPay; the Collection Account is not intended to serve as a “general-purpose” payout account.

3.4. Release dates and estimated amounts

How It Works

Depending on the contract model, the Agent may submit or configure (as an intermediary authorized by the Participant) a release date (API endpoint: EscrowDate) corresponding to a verifiable contractual event (e.g., delivery, shipment, or completion of services). This date does not trigger any automatic financial consequences: CentralPay retains sole discretion over the release of funds (approval, Refusal, postponement, or other measures).

Until the release date:

• The funds remain protected and unavailable (neither accessible to the Agent nor usable by the Participant)
• The Participant can view the transaction asan upcoming transaction or a projected amount, with the availability date displayed, without it being credited to the Available balance

Compliance Requirements

The use of release dates is permitted only if:

• Clear information: The Agent must explain to its Participants how the Release date works (principles, timeframes, exceptions).
• Transparent display: The Participant interface must show the transaction date, the expected availability date, and a status of “unavailable before this date.”
• Provisions in the Agent Terms of Use: The Terms of Use signed by the Participants must specify:
  • The release date corresponds to the contractual date on which the funds become available.
  • That the Participant may not use these funds before that date.
  • CentralPay may refuse, delay, suspend, or restrict the provision of services in accordance with its regulatory obligations, risk policy, and payment network rules.
• Exception Handling: In the event of a cancellation, refund, unpaid balance, or dispute:
  • If the source transaction is reversed or subject to a refund, the funds will not be made available.
  • In the event of an unpaid transaction (e.g., a credit card chargeback) or a risk, CentralPay may withhold or adjust pending amounts or offset them against future payments.
  • The release date may be postponed (due to a Dispute or incident); the Participant must be notified via their interface or notifications.

This mechanism is neither an escrow arrangement under civil law nor a fiduciary custody service: it is a deferred release of funds under the exclusive control of CentralPay.

3.5. Outgoing Payout Management

How It Works

CentralPay can provide Participants (and, depending on their authorizations, the Agent acting as an authorized intermediary) with various methods for managing Payouts:

• Automated Payouts (setting up rules/schedules, when provided for in the contract)
• One-time Payouts (request via portal/API depending on granted permissions)

Compliance Requirements

When the Agent is authorized to submit payout requests on behalf of its Participants, it must obtain their consent and clearly describe the process in the Agent Terms of Service. CentralPay remains solely responsible for the execution of such requests and may face refusals, suspend them, or regulate them in accordance with its obligations.

Key points

The system described guarantees:
- Strict separation of third-party funds, commissions, and Own accounts
- The Agent has no right to dispose of third-party funds
- Complete traceability of transactions (auditability)
- Active oversight by CentralPay
- Compliance with CMF requirements and supervisory expectations

Compliance with this policy is mandatory. Any irregularities (fraud, incidents, inconsistencies in allocation, or failure to follow procedures) must be reported immediately to your CentralPay Account Manager.