1. This Article shall apply to:
(a)
persons authorised to bid pursuant to Article 18(2);
(b)
investment firms and credit institutions referred to Article 18(1)(b) and (c) authorised to bid pursuant to Article 18(3).
2. Persons referred to in paragraph 1 shall apply the following conduct rules in their relationship with their clients:
(a)
they shall accept instructions from their clients on comparable terms;
(b)
they may refuse to bid on behalf of a client if they have reasonable grounds to suspect money laundering, terrorist financing, criminal activity or market abuse, subject to national legislation transposing Articles 24 and 28 of Directive 2005/60/EC;
(c)
they may refuse to bid on behalf of a client if they have reasonable grounds to suspect that the client is unable to pay for the allowances for which it is seeking to bid;
(d)
they shall enter into a written agreement with their clients. Agreements entered into shall not impose any unfair conditions or restrictions on the client concerned. They shall provide for all the terms and conditions relating to the services offered including in particular payment and delivery of the allowances;
(e)
they may require their clients to make a deposit by way of advance payment for allowances;
(f)
they may not unduly limit the number of bids that a client might submit;
(g)
they may not prevent or restrict their clients from engaging the services of other entities eligible pursuant to Article 18(1)(b) to (e) and Article 18(2) to bid on their behalf in the auctions;
(h)
they shall pay due regard to the interests of their clients who request them to submit bids on their behalf in the auctions;
(i)
they shall treat clients fairly and without discrimination;
(j)
they shall maintain adequate internal systems and procedures to process requests from clients to act as agent in an auction and to be able to participate effectively in an auction in particular with regard to the submission of bids on behalf of their clients, collect payment and collateral from and transfer allowances to clients for whom they act;
(k)
they shall prevent the disclosure of confidential information from that part of their business responsible for receiving, preparing and submitting bids on behalf of their clients to that part of their business responsible for preparing and submitting bids on their own account or to that part of their business responsible for dealing on their own account on the secondary market;
(l)
they shall keep records of information obtained or created in their role as intermediaries handling bids on behalf of their clients in the auctions, for five years from the date of obtaining or creating the information concerned.
The amount of the deposit referred to in point (e) shall be calculated on a just and reasonable basis.
The method of calculating the deposit referred to in point (e) shall be set out in the agreements entered into pursuant to point (d).
Any part of the deposit referred to in point (e) not used to satisfy payment for allowances shall be refunded to the payee within a reasonable period after the auction as stated in the agreements entered into pursuant to point (d).
3. Persons referred to in paragraph 1 shall apply the following conduct rules when bidding on their own account or on behalf of their clients:
(a)
they shall provide any information requested by any auction platform where they are admitted to bid or by the auction monitor to fulfil their respective functions under this Regulation;
(b)
they shall act with integrity, reasonable skill, care and diligence.
4. The competent national authorities designated by the Member States where the persons referred to in paragraph 1 are established shall be responsible for authorising such persons to carry out the activities referred to in that paragraph and for monitoring and enforcing compliance with the conduct rules provided for in paragraphs 2 and 3 including the handling of any complaints made for non-compliance with such conduct rules.
5. The competent national authorities referred to in paragraph 4 shall only grant an authorisation to the persons referred to in paragraph 1 where the persons fulfil all of the following conditions:
(a)
they are of sufficiently good repute and sufficiently experienced as to ensure proper respect of the conduct rules provided for in paragraphs 2 and 3;
(b)
they have put in place the necessary processes and checks to manage conflicts of interest and serve the best interests of their clients;
(c)
they comply with the requirements of national legislation transposing Directive 2005/60/EC;
(d)
they comply with any other measures deemed necessary having regard to the nature of the bidding services being offered and the level of sophistication of the clients in question in terms of their investor or trading profile as well as any risk-based assessment of the likelihood of money laundering, terrorist financing or criminal activity.
6. The competent national authorities of the Member State where the persons referred to in paragraph 1 are authorised shall monitor and enforce the conditions listed in paragraph 5. The Member State shall ensure that:
(a)
its competent national authorities have at their disposal the necessary investigative powers and sanctions that are effective, proportionate and dissuasive;
(b)
a mechanism is established for the handling of complaints and the withdrawal of authorisations where the authorised persons are in breach of their obligations pursuant to such authorisation;
(c)
its competent national authorities may withdraw the authorisation granted under paragraph 5 where a person referred to in paragraph 1 has seriously and systematically infringed the provisions of paragraphs 2 and 3.
7. Clients of bidders referred to in paragraph 1 may direct any complaints that they may have with regard to compliance with the conduct rules provided for in paragraph 2 to the competent authorities mentioned in paragraph 3 in accordance with the procedural rules laid down for the handling of such complaints in the Member State where the persons referred to in paragraph 1 are supervised.
8. Persons referred to in paragraph 1 that are admitted to bid at an auction platform pursuant to Articles 18, 19 and 20 shall be allowed, without further legal or administrative requirements of the Member States, to provide bidding services to clients referred to in point (a) of Article 19(3).