24. The General Prohibition

A Centre Participant must not carry on a Regulated Activity, Market Activity or Ancillary Service unless it is licensed to do so by the AFSA.

25. Prohibition relating to Controlled Functions

(1) A Person must not carry out a Controlled Function for an Authorised Person unless he is approved by the AFSA as an Approved Individual to carry out that Controlled Function for the Authorised Person.

(2) An Authorised Person must take all reasonable steps to ensure that no Person performs a Controlled Function on its behalf:

• (a) without being authorised by the AFSA as an Approved Individual in relation to the relevant Controlled Function; or
• (b) contrary to a restriction imposed by the AFSA; or
• (c) where Approved Individual status of that individual has been suspended or withdrawn.

26. Prohibition relating to Designated Functions

An Authorised Person must take all reasonable steps to ensure that no Person performs a Designated Function on its behalf

• (a) without being appointed by the Authorised Person as a Designated Individual in relation to the relevant Designated Function; or
• (b) contrary to a restriction imposed by the AFSA; or
• (c) where Designated Individual status of that individual has been suspended or withdrawn.

27. Prohibition relating to Financial Promotions

(1) A “Financial Promotion” is any communication (made via any medium including brochures, telephone calls and presentations) the purpose or effect of which is:

• (a) to promote or advertise
• (i) Investments or
• (ii) any Regulated Activity; or
• (b) to invite or induce any Person
• (i) to enter into an agreement with any Person in relation to Investments or
• (ii) to engage in any Regulated Activity.

(2) A Centre Participant may not make a Financial Promotion except as provided by or under these Regulations.

(3) The AFSA may make Rules relating to:

• (a) the circumstances in which a Centre Participant may make, or will be deemed to make, a Financial Promotion; and
• (b) the form and content of such Financial Promotion.

28. Enforceability of Agreements

(1) Subject to section 28(5), a Centre Participant who makes an agreement whilst acting in breach of the General Prohibition, or who makes an agreement as a result of the making by himself or another Person of a Financial Promotion which is in breach of the Financial Promotions Prohibition, will not be entitled to enforce such agreement against any party (a "relevant party") to the agreement.

(2) Subject to any agreement that may otherwise be reached between the parties, a relevant party may apply to the AIFC Court to recover:

• (a) any money paid or property transferred by him under the agreement;
• (b) compensation reflecting any loss sustained by the relevant party as a direct result of such payment or transfer; and
• (c) compensation for an amount becoming due that is dependent upon a contingency occurring under the relevant agreement, provided that such contingency has occurred prior to the relevant party being notified by the other party or by the AFSA that the agreement was entered into in breach of the General Prohibition or the Financial Promotions Prohibition.

(3) If the relevant party chooses not to perform the agreement or, under section 28(2), recovers money paid or property transferred by him under the agreement, he must in turn repay any money or property received under the agreement.

(4) The compensation recoverable under section 28(2)(b) is the amount agreed between the parties to the agreement or, following an application to the AIFC Court, the amount determined by the AIFC Court.

(5) If the AIFC Court is satisfied that the Centre Participant:

• (a) who acted in breach of the General Prohibition reasonably believed that he was not in breach of the General Prohibition by entering into such agreement; or
• (b) who made the Financial Promotion reasonably believed that he was not in breach of the Financial Promotions Prohibition; or
• (c) who made an agreement as a result of the making by another Person of a Financial Promotion which was in breach of the Financial Promotions Prohibition, did not know that the relevant Financial Promotion was in breach of the Financial Promotions Prohibition.

and that it is fair and just in the circumstances to make such an order, it may make one or more of the following orders:

• (d) an order that the agreement be enforced between the parties to such extent and under such terms and conditions as the AIFC Court sees fit; or
• (e) an order that money paid or property transferred under the agreement be retained or dealt with in accordance with the agreement or in such manner as the AIFC Court deems fit.

(6) For the purposes of (5), it is not relevant that the relevant Centre Participant was unaware of the existence of either the General Prohibition or the Financial Promotion Prohibition.

(7) Where property transferred under the agreement has been transferred to a third party, a reference in this section to such property will be interpreted as a reference to the value of the property at the time of the transfer under the agreement.

(8) In this section, "agreement" means an agreement, the making or performance of which constitutes, purports to constitute or is part of, the carrying on of a Regulated Activity, Market Activity or Ancillary Service.

29. False claims to be a Centre Participant

(1) A Person who is not a Centre Participant must not represent that he is a Centre Participant.

(2) A Centre Participant who is not an Authorised Firm, an Authorised Market Institution or an Ancillary Service Provider must not represent that he is such a Person.