NILOS FRANCE SAS
15/10/2024
v.1
1.1. Regulatory framework
NILOS FRANCE SAS has established this Best Execution Policy (the "Policy") in accordance with the obligations applicable to Crypto-Asset Service Providers under French legislation and European MiCA Regulation[1].
In accordance with the applicable regulatory requirements, NILOS FRANCE SAS undertakes to take all reasonable measures to obtain, when executing its clients' orders, the best possible result, in accordance with the "best execution" obligation.
The best execution obligation requires NILOS FRANCE SAS to implement all necessary measures to ensure the best possible outcome for its clients, taking into account the various factors, including price, costs, speed, probability of execution and settlement, the amount of the order, its nature, the conditions of custody of the crypto-assets or any other relevant consideration for the execution of the order.
NILOS FRANCE SAS is able to demonstrate to the competent authority, at the request of the competent authority, that it complies with the provisions of the MiCA Regulation relating to this policy.
In this context, NILOS FRANCE SAS has put in place internal operating procedures designed to guarantee total transparency on the conditions of execution of orders. NILOS FRANCE SAS thus ensures that the interests of its clients are duly taken into consideration.
In accordance with Article L.54-10-5, III of the French Monetary and Financial Code, NILOS FRANCE SAS undertakes to execute its clients' orders at the prices displayed at the time of their receipt, ensuring that these prices faithfully reflect market conditions at the time of execution of the order. This means that the published price at the time of transmission of the order is the one applied, unless specifically instructed by the client.
1.2. Objective
The purpose of this policy is to describe the means used by NILOS FRANCE SAS to meet the regulatory requirements relating to the best execution of its clients' orders.
Thus, NILOS FRANCE SAS strives to obtain the best possible choice of counterparties or intermediaries in order to obtain thebest possible result when executing client orders, taking into account the various factors that may influence it.
1.3. Scope
This policy aims to explain in a clear and understandable manner the way in which NILOS FRANCE SAS executes its clients' orders. In addition, before any order on crypto-assets is executed, NILOS FRANCE SAS obtains the prior consent of its clients[2]
This policy applies to all orders issued by clients, whether natural or legal persons, using the services of NILOS FRANCE SAS, and covers the following operations:
- Exchange digital assets for other digital assets;
- Buying / selling digital assets for legal tender.
This policy applies to all orders initiated by registered users on the NILOS FRANCE SAS platform or API, for the services of buying, selling and exchanging digital assets. It does not, however, apply to instructions for transferring digital assets to external wallets.
2.1. Principle
Best execution refers to the obligation to take all sufficient steps to achieve the best possible outcome for the client, taking into account the following factors: price, costs, timeliness, likelihood of execution and settlement, amount of the order, its nature, the conditions of custody of the crypto-assets or any other consideration relevant to the execution of the order.
The price refers to the considerationdetermined in legal tender or digital asset units.
This obligation applies in the following cases:
- When NILOS FRANCE SAS directly executes transactions on behalf of its clients; or
- When NILOS FRANCE SAS receives and transmits client orders to counterparties or intermediaries.
When executing clients' orders, NILOS FRANCESAS undertakes to comply with the following principles:
- Orders are executed in the name and on behalf of clients through NILOS FRANCE SAS accounts on carefully selected trading platforms;
- Orders are processed promptly and in the order in which they are received, unless the client has provided specific instructions or the nature of the order requires different processing;
- Digital assets are bought or sold at the applicable price at the time the order isreceived. NILOS FRANCE SAS will inform the customer in the event of adifference with the price initially published;
- NILOS FRANCE SAS ensures that digital assets are transferred correctly and as soon aspossible to the Client's wallet;
- All executed orders are recorded in the client's account immediately after execution.
- Information on orders awaiting execution is not misused, in particular by the employees and agents of NILOS FRANCE SAS.
2.2. Exception
When NILOS FRANCE SAS receives or transmits aspecific instruction from the Client, it executes the Client's order inaccordance with this instruction.
However, a particular instruction may prevent NILOS FRANCE SAS from ensuring the best possible result as provided for in this policy.
The execution of an order may be delayed,partial, or even impossible, in particular when the liquidity of the digitalasset concerned is insufficient in relation to the size of the order or in the event of severe market disruptions.
In such cases, and more generally in the event of serious difficulties likely to affect the proper execution of orders, NILOS FRANCE SAS will inform the customer without delay.
2.3. Execution Factors
To achieve the best result, NILOS FRANCE SAS identifies the best trading platform or intermediary (an "Intermediary").
The intermediaries to which the Company is exposed are selected on the basis of the following risks and criteria:
- That the service provider is authorised by the AMF pursuant to Article L. 54-10-5 of the Monetary and Financial Code or pursuant to Article 59 of the MiCA Regulation, or by any equivalent regulatory authority in terms of authorisation as a DASP or CASP;
- Compliance with compliance and security standards of the selected platforms;
- The accessibility of market prices and liquidity;
- The financial strength of the Intermediary;
- Average order fulfillment cost – costs include:
- Explicit costs, such as NILOS FRANCESAS remuneration via commissions, fees or spread (determined based on marke tconditions and traded volume);
- Implied costs, such as the possible impact of the order on the market;
- The prices at which orders are executed;
- The time it takes to complete a transaction;
- Howdigital assets are kept;
- Technological risks that may affect the execution of orders;
- Legalrisks related to the relationship between NILOS FRANCE SAS and the intermediary;
- The overall quality of the service offered and the relationship with NILOS FRANCE SAS.
In view of these selection criteria, and in theevent of doubt as to the reliability of a counterparty or the sustainability of its activity, NILOS FRANCE SAS may consider that the choice of the Intermediary may have a negative impact on its ability to provide the best possible result for the client. In such a case, NILOS FRANCE SAS will exclude such Intermediary from its order execution process.
NILOS FRANCE SAS regularly evaluates executionplatforms to ensure that they achieve the best results for clients.
To date, NILOS FRANCE SAS has selected thefollowing Intermediaries:
For the purchase/sale of digital assets in legal tender:
- Binance France SAS (DASP registered with the AMF)
- Woorton (DASP registered with the AMF)
- Payward Ltd. (registered in Italy)
- Coinbase Europe Limited (AMF-registered DASP)
For the exchange of digital assets for other digital assets:
- ParaSwap, a decentralized protocols aggregator
- Binance France SAS
- Woorton
- Payward Ltd.
- Coinbase
The selection criteria mainly relate to:
- Regulatory compliance: These are licensed and regulated companies.
- Liquidity: These firms offer extensive liquidity across a wide range of digital assets,ensuring competitively priced trades with low market impact.
- Reputation and reliability: These are well-established and reputable companies in thedigital asset space. They have a proven track record of providing reliable andefficient liquidity services.
- Fees: Their rates are consistent and competitive, allowing customers to benefit fromoptimal conditions.
- Security: These companies have robust security measures.
In accordance with Article 722-8 I°of the AMF General Regulation, NILOS FRANCE SAS undertakes to execute its clients' orders quickly and in the order in which they arrive, except when thenature of the order or the client's interests require different treatment, or if specific instructions are provided in accordance with Article 722-11.
To this end, NILOS FRANCE SAS uses an order management system that guarantees the proper execution and traceability of transactions, unless special circumstances related to the orders or the specific needs of the client require adjustments.
When NILOS FRANCE SAS operates on its own account, purchases or sales are made at the price available at the time of receipt of the order.
NILOS FRANCE SAS undertakes to regularly inform the client of the price of the selected digital assets, and of the quantities when these affect the prices, during business hours and when it steams are available.
Before transmitting an order to a trading venue, NILOS FRANCE SAS clearly informs the client that the execution price may differ from the published price at the time of transmission of the order.
A monitoring system is set up to immediately identify and report any serious difficulties that may affect the execution of orders. Affected customers are notified as soon as an issue is identified, with details of the corrective actions taken.
NILOS FRANCE SAS can demonstrate, upon request, that the orders have been executed in accordance with this policy.
Finally, NILOS FRANCE SAS implementsa strict confidentiality policy to prevent the misuse of information relating to orders awaiting execution. Access controls are put in place to limit accessto sensitive information to authorized individuals only, and a monitoring system is deployed to detect any suspicious or unauthorized activity[3].
NILOS FRANCE SAS does not executeclient orders or transactions on its own account by grouping them with ordersfrom other clients, unless the following conditions are met:
- Beforegrouping client orders with those of the own account, NILOS FRANCE SAS carefully analyses the nature of the orders and assesses the potential risks for the clients concerned;
- Eachclient whose order is grouped is informed of this practice and the associated potential risks, including the impact on the price and volume of the order;
- In such a case, NILOS FRANCE SAS must formalize in this order execution policy inaccordance with Article 722-11 of the RGAMF: the criteria for grouping orders,the methods of fair and transparent distribution, as well as the treatment of partial executions. When orders are pooled, the platform ensures that eachclient receives fair and transparent treatment. Partial executions are managed by ensuring that each client receives their proportionate share of the order inaccordance with this policy[4].
In order to comply with the provisions of Article 722-8 IV of the RGAMF, NILOS FRANCE SAS provides for the analysis of each transaction and client order in order to assess the potential risks for the clients concerned before grouping transactions on its own account with client orders. NILOS FRANCE SAS undertakes not to distribute the corresponding transactions in a way that could be detrimental to a client.
When NILOS FRANCE SAS groups a client order with a transaction for its own account and the grouped order is partially executed, NILOS FRANCE SAS undertakes to allocate the corresponding transactions primarily to the client rather than to the service provider. This priority ensures that customers are not disadvantaged in the event of partial execution of the group order. NILOS FRANCE SAS implements a system for monitoring and tracing group operations, recording the details of eachtransaction and customer order, as well as the decisions taken during their allocation. Internal controls are performed on a regular basis to ensure that transactions are distributed fairly and in accordance with established policies and procedures.
4.1. Purchase of Digital Assets for Legal Tender
The process of validating anorder by the client takes place as follows:
Via the NILOS FRANCE SAS platformor API, the Client expresses its intention to purchase a supported digitalasset with a legal tender currency. After verifying the market price with th eIntermediary, NILOS FRANCE SAS offers an indicative price to the Client, including NILOS FRANCE SAS's commissions and applicable fees, which may vary depending on the type of subscription of the Client. If the Client accepts this indicative price and has a sufficient balance in his account, the order is validated. NILOS FRANCE SAS then executes a market order on its own behalf with the Intermediary.
The final price obtained is theone that NILOS FRANCE SAS uses to finalize the Client's order. The amount ofdigital assets received by the Client is the amount of legal tender disbursed,less any applicable fees.
Once the order has been executed,NILOS FRANCE SAS debits the Client's account and transfers the purchaseddigital assets to the Client's digital wallet.
4.2. Selling Digital Assets for Legal Tender
The process of validating anorder by the Client is as follows:
Via the NILOS FRANCE SAS platform or API, the Client expresses its intention to sell a supported digital assetfor a legal tender currency. After verifying the market price with theIntermediary, NILOS FRANCE SAS offers a price to the Client, including NILOS FRANCE SAS's commissions and applicable fees (which may vary depending on thetype of subscription of the Client). If the Client accepts this indicative price and holds a sufficient balance of the digital asset in their digital wallet, the order is validated. NILOS FRANCE SAS then executes a market orderon its own behalf with the Intermediary.
The final price obtained is theone that NILOS FRANCE SAS uses to finalize the customer's order. The amount oflegal tender received by the Client is the amount of digital assets sold, lessany applicable fees.
Once the order has been executed,NILOS FRANCE SAS credits the client's account.
4.3. Exchanging Digital Assets for Other Digital Assets
Via the NILOS FRANCE SAS platform, the Client expresses its intention to exchange a supported digital asset for another supported digital asset. After verifying the market price with the Intermediary, NILOS FRANCE SAS will offer a price to the Client, including NILOS FRANCE SAS's commissions as well as all applicable fees (which may vary depending on the type of subscription of the Client). If the Client accepts this indicative price and holds a sufficient balance of the relevant digital asset in its digital wallet, the order is validated. NILOS FRANCE SAS then executes a market order on its own behalf with the Intermediary.
The price obtained is the price that NILOS FRANCE SAS uses to finalize the customer's order. The amount of the digital asset by the Client is the value of the digital asset exchanged, minusany applicable fees.
Once the order has been executed, NILOS FRANCE SAS transfers the digital asset received to the Client's digital wallet.
4.4. Exchange Digital Assets for Other Digital Assets
NILOS FRANCE SAS offers its clients a service of exchanging digital assets for other digital assets. This service aims toachieve the best result for the customer by taking into account price, costs, and speed of execution. Asset prices are collected automatically from different intermediaries and updated whenever the client requests it.
If the customer accepts the proposed price, the order becomes final and the conversion is carried out with the agreed fee. Ifthe price is not validated, the request is canceled and the customer can submita new request later.
4.5. Conditions for placing an order
Only customers who have completed their registration can access the aforementioned services.
The customer is free to validate or cancel his conversion before confirmation, freeof charge, except in the case of abuse. The client must have a digital assetwallet previously created on the Nilos France SAS platform and credited with atleast the amount to be exchanged as well as fees, before placing an order.
Conversionscan only be completed during business hours. WhenNILOS FRANCE SAS executes an order, it ensures that the purchase, exchange orsale of the relevant digital assets is carried out at the market priceapplicable at the time of validation of the order.
NILOS FRANCE SAS executes orders diligently and transparently, and immediatelyrecords transactions in client accounts, subject toblockchain update deadlines.
In order to limit its exposure torisks, NILOS FRANCE SAS reserves the right to restrict, at any time, the abilityof a client to execute certain orders. These restrictions are based onobjective criteria, such as:
- The number of orders alreadyexecuted for this client over a specified period;
- The total amount of ordersexecuted for this client over a given period;
- The risk appetite of NILOS FRANCE SAS ;
- The value of the order validated by the customer.
NILOS FRANCE SAS undertakes to execute orders as soon as possible and in the order in which theyare received.
In order to ensure the bestpossible execution of orders, NILOS FRANCE SAS takes into account thefollowing criteria, without limitation:
- The price;
- Costs;
- Speed;
- The likelihood of execution and settlement;
- The amount of the order and its nature
- Retentionconditions for crypto-assets
- The risk appetite of NILOS FRANCE SAS ;
- Any other considerations related to the execution ofthe order, including the risks identified by NILOS FRANCE SAS.
For each order, NILOS FRANCE SAS may take into account all or some of these criteria,rank them differently or give more importance to certain criteria according toits judgment, experience and the information available on the market.
NILOS FRANCE SAS strives to provide the best overall result by taking into account the nature ofthe order, the prices available on the market and a reasonable assessment ofthe execution factors, which are sometimes redundant or contradictory.
In some situations, the size ofthe order may be prioritized over the price, such as in the case ofilliquidity, large buy or sell orders, or insufficient liquidity to completethe transaction. NILOSFRANCE SAS systematically verifies and monitors thefairness of the prices offered and analyses the market data used to estimate prices.
NILOS FRANCE SAS monitors the effectiveness of these intermediaries in order to correct any short comings.
When selecting an intermediary, NILOS FRANCE SAS takes the necessary measures to ensure that it offersfair prices to its customers in a comprehensive manner.
NILOS FRANCE SASdoes not accept specific instructions from clients regarding the execution oforders, and is limited to receiving market orders only.
For each transaction, in accordance with Article 722-10 of the RGAMF, NILOS FRANCE SAS makes available on the customer's personal space a transaction notice containing the following information:
● The day and time of trading;
● The type of order;
● The information that it has executed the client's order against its own account or the identification of the trading venue;
● Identification of the digital asset;
● The buy/sell indicator;
● The quantity;
● The unit price;
● The amount of fees applied; and
● The total price.
This information is transmitted on a durablemedium, within the user area, in accordance with Article 314-5 of the sameregulation.
Article 722-9 (I) of the RGAMF specifies that NILOS FRANCE SAS must publish on its website, for each digital asset, the average price and the average volume of transactions it has carried out during the quarter. This information shall be published by the end of the second working day of the following quarter at the latest.
On the other hand, in accordance with AMF Instruction 2019-23, when the total sum of the capitalizations of the digital asset recorded on the last business day of the last four quarters divided by 4 is less than €200,000,000, NILOS FRANCE SAS is not subject to the disclosure obligation provided for in I of Article 722-9 of the RGAMF.
According to the same instruction, the capitalisation is calculated by multiplying the number of digital assets by the euro value of the digital asset. This calculation shall be carried out nolater than the fifth working day of the quarter.
NILOS FRANCE SAS shall transmit to the AMF the prices and volumes of the transactions it has carried out duringthe quarter by the end of the second business day of the following quarter atthe latest.
Inaccordance with Article 722-11 of the RGAMF, NILOS FRANCE SAS undertakes not to receive any remuneration, discount or benefit of any kind whatsoever for the redirection of an order to a particular trading platform or other person entering into transactions in such assets.
NILOSFRANCE SAS also undertakes not to use its clients' digital assets and therights attached to them without their express consent.
NILOSFRANCE SAS has a conflict of interest management system governed by a dedicated internal policy as well as a conflict of interest map. In particular, theselection of intermediaries must not contravene the policy on managing conflicts of interest.
NILOS FRANCE SAS is committed to communicating transparently with the customer through clear channels, such as by notification on the platform or by email, throughout the return process, providing regular updates on the status of theevent.
All actions related to the return of digital assets will be recorded and retained inaccordance with regulatory data archiving obligations.
NILOS FRANCE SAS monitors the effectiveness of its order execution system, includingthis policy, on an annual basis.
This Policy is updated as necessary, includingat the following events:
- toreflect any changes in the business of NILOS FRANCE SAS;
- comply with the implementing regulations;
- If an event affects the ability of intermediaries to provide the best possible outcome to customers.
NILOS FRANCE SAS will inform customers by email or on the platform of any updates to this policy.
[1] REGULATION (EU)2023/1114 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 31 May 2023 onmarkets in crypto-assets, and amending Regulations (EU) No 1093/2010 and (EU)No 1095/2010 and Directives 2013/36/EU and (EU) 2019/1937
[2] Section 78, MiCA Regulations
[3]Article 722-8 II 1° RGAMF
[4] Article 722-8 III 1° RGAMF