ZYC-CLC-001 Client Categorisation Policy
(Applies to all Zeyro staff, directors, contractors, and consultants — Updated October 2025)
Background
Zeyro’s clients are always businesses, not individuals. We provide two types of regulated activity:
Financial Promotion Approvals — for unregulated cryptoasset firms and overseas fund managers.
These clients are businesses seeking compliance with UK financial promotion rules.
Categorisation under COBS 3 does not apply because Zeyro is not providing a regulated service to them.
Facilities Services (MiFID Arranging) — for authorised fund managers.
These clients are categorised as Professional Clients (per se or elective).
Zeyro does not provide services to Retail Clients or Eligible Counterparties.
Advising on investments — under our Principal / Appointed Representative (“AR”) model, where we supervise ARs who provide limited-scope investment advice and arranging to institutional clients.
This policy sits within the Conduct & Governance Suite and supports:
Our Business-Wide Risk Assessment (BWRA).
Purpose
To ensure Zeyro:
Accurately records the nature and regulatory status of all business clients.
Applies the correct MiFID client categorisation where relevant.
Maintains evidence that no Retail Clients are serviced in any business line.
Scope
This policy applies to all business clients engaging Zeyro (or any AR acting under Zeyro’s permissions) for:
financial promotion approvals;
MiFID arranging / facilities services; or
advising on investments (except on pension transfers and pension opt-outs).
Zeyro contracts only with incorporated entities, authorised firms, or other legal persons. We do not onboard individuals or sole traders. All client structures are verified through DotFile KYB before engagement.
Key Principles
1. Client Categories
We use the three standard FCA categories:
Retail client – any client that is not a professional client or eligible counterparty.
Professional client – a client with the experience, knowledge and expertise to make investment decisions and properly assess the risks.
Eligible counterparty (ECP) – certain investment firms, credit institutions, governments and other specified entities, for eligible counterparty business.
Unless explicitly documented otherwise, Zeyro treats its direct advisory and arranging clients (including those serviced via ARs) as professional clients or eligible counterparties only.
2. Financial Promotion Clients
Firms seeking approval of financial promotions are not categorised under COBS 3, as Zeyro does not perform a regulated service for them.
However, reviewers must still consider the intended target audience of each promotion to ensure it is suitable for its stated category (e.g., retail or professional end users).
This assessment is recorded in Jira as part of the approval workflow.
How this controls our risks: Ensures that while our clients are professional firms, the audience of the promotions they create is always properly considered.
3. Arranging and Advising on investments (including AR model)
For any business where Zeyro (or an AR under our Principal/AR model) advises on or arranges investments (e.g. OFR funds and, if approved, cETNs):
we only act for professional clients and eligible counterparties; and
we do not intend to provide these services to retail clients.
3.1 Professional clients
Most advisory/arranging clients are per se professional clients under COBS 3.5 (e.g. authorised firms, fund managers, pension schemes, large undertakings and other institutional investors).
Where we treat a client as an elective professional client, we:
assess their expertise, experience and knowledge;
confirm they meet any relevant objective criteria;
obtain a written request to be treated as professional;
provide a written warning of protections lost and obtain a written acknowledgement; and
record the assessment and approvals in the client file / CRM.
If there is doubt about their understanding or ability to bear loss, we do not elect them as professional.
3.2 Eligible counterparties
We only classify clients as eligible counterparties (ECPs) where COBS 3.6 allows it (typically large regulated firms or public bodies) and:
the client is already a professional client;
the business is “eligible counterparty business”; and
we have the client’s express agreement and record the basis in the file.
Other activity with the same entity may still be conducted on a professional-client basis.
4. Verification and Record Keeping
Client categorisation is confirmed and recorded within client contracts, which specify the nature of the engagement and the client’s regulatory status.
Zeyro does not currently maintain separate categorisation logs in DotFile or Confluence, as all clients are business entities and contractual evidence provides sufficient auditability.
Supporting evidence (e.g., regulatory permissions or elective professional confirmations) is retained with the contract file.
The MLRO reviews client classifications annually as part of the Business-Wide Risk Assessment (BWRA).
How this controls our risks: Ensures categorisation evidence is preserved in a single authoritative source while maintaining proportional governance for a business-only client base.
5. Oversight and Review
The MLRO is responsible for ensuring this policy remains consistent with COBS 3 and MiFID II obligations.
Any material change to Zeyro’s business model (e.g., onboarding retail clients) would trigger an immediate policy review and FCA notification if required.
How this controls our risks: Ensures Zeyro’s categorisation framework stays proportionate to its activities.
Document Control
Field
Details
Policy Code
ZYC-CLC-001
Policy Title
Client Categorisation Policy
Document Owner
Gareth Malna – MLRO (SMF 16 & 17)
Responsible Reviewer(s)
Zeyro Board
Version
v 1.2
Date Approved
December 2025
Next Scheduled Review
October 2026
Last Reviewed By
Gareth Malna
Change History
v1.0 (Oct 2025): Initial draft. v1.1 (Oct 2025): Updated to clarify business-only client base, non-applicability of COBS 3 to financial promotions, and exclusive use of professional categorisation for facilities clients. v1.2 (Dec 2025) Updated to add client categorisation requirements for AR clients.
Classification
Internal policy – distributed to all staff; available to regulators on request.
Last updated