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    Terms & Conditions

[ONLINE LOCAL BROKERAGE AGREEMENT]

Introduction:
THIS AGREEMENT is made of the day of ,200 BETWEEN: Emirates NBD Capital Saudi Arabia, a limited liability company incorporated in accordance with the roles and regulations of the Kingdom of Saudi Arabia restricted the commercial register No. 1010248476 and the date of 13/04 / 1429 in Riyadh and licensed to conduct securities business in accordance with the license issued by the Capital Market Authority No. 07086-37 and the date 16/08/1428 e (m, corresponding to 29/08/2007) named as the 'company'.

Mr.: -------------------------------------------------
Nationality: ---------------------------------- as -------------------------- named as 'client'
Referred to the "Company" and the "client" sometimes combined with the word "parties" and individually the word "party"
Overview
This Agreement manages the "use" of e-service brokerage and investing in the company (the "Service") in order to start operations activities reflect on Saudi companies’ stock listed in "Secondary Market" and other securities ("assets") in circulation in the secondary market through the automated trading system ("Tadawul"). This Agreement shall apply to all investment and services, and any other activities to be adopted and / or accessed through the "Service" or possible future adoption by the CMA or any other specialist Saudi Authority, without discrimination to any rules or regulations in place.
The client must, in order to use the "service", review the Agreement and accepted it. Client certifies, when using the "service" he had read and understood the Agreement and accepted it and agreed to its terms and conditions and to use the "service" only as provided in this Agreement. This Agreement Incorporate and enhance the terms and conditions of the company's Local Brokerage Agreement, the company's Collateralized Trading Credit Line Agreement and the Agreement of a company known as the Emirates Tadawul. It is incumbent upon the client, before receiving access to the 'service' to sign on the terms and conditions of the Emirates Tadawul agreement and Local Brokerage Agreement, in addition to the signing on the Collateralized Trading Credit Line Agreement if he intended to do margin trading. In the case of conflict between the Agreements mentioned above and this agreement, this Agreement role will supersede.
This Agreement Covers all the investment accounts that may be the client open or re-open in the company. And accruing to all successors and assigns them religiously benefits (whether through merger or consolidation or otherwise) and the company can transfer any of client’s accounts to the company's successors and to the assigns to them religiously.

1- The Service
The Service is a means by which, through the Internet, the Client may:
  1. Obtain online information about the Client's Investment accounts held with the Company (each a "Client Account").
  2. Receive real-time quotations and closing prices for Saudi stocks and other securities traded on Tadawul.
  3. Initiate purchases and sales transactions involving stocks of Saudi listed companies and any other approved securities traded on Tadawul.
  4. Receive confirmation of the purchases and sales of Saudi stocks and any other approved securities traded on Tadawul.
    In each case, such services shall be subject to the terms and conditions set forth in this Agreement
The Service may also include(or exclude) any other services or features that the Company from time-to-time, may modify, amend, offer or withdraw through the Service to Clients eligible for such additional services or features including any additional features or transactions that may be offered in future through Tadawul or through any other system which may be approved by any competent authority in the Kingdom of Saudi Arabia. The Company has sole discretion and full control over the Service and reserves the right at any time to make changes to the design, configuration, appearance and contents of the Service, as it sees fit.
2. Initiating Transactions through the Service
The Service enables Clients to initiate two types of Activities, Local Shares Brokerage Dealing ("Local Brokerage Dealing") and Collateralized Local Brokerage Dealing, activities ("Collateralized Trades"). In order to engage in these activities, the Client must enter into and agree to be bound by respectively the Local Brokerage Agreement and the Collateralized Trading Credit Line Agreement, if applicable.

the Client acknowledges, accepts and agrees that he/she is bound by :
- the Local Brokerage Agreement,
- the Collateralized Trading Credit Line Agreement and
- this Agreement,

The Client agrees that the Client will not be able to effect transactions through the Service until funds are properly credited to the Client's Investment Account.
3. General Terms and Conditions applicable to Transactions in Securities traded on Tadawul Regulatory Compliance
The Client understands and accepts that all transactions involving stocks of Saudi listed companies as well as other securities traded on Tadawul are governed by the rules, regulations and restrictions applicable to such transactions in the Kingdom of Saudi Arabia including, but not limited to, the Tadawul regulations, and the rules and regulations issued by the Saudi Arabian Monetary Agency currently prevailing or any other rules and regulations to be issued from time to time by the Saudi Arabian Monetary Agency or by any other regulatory authority having jurisdiction.

The Client acknowledges and expressly confirms to have read and to have fully understood the rules, regulations and restrictions regarding transactions involving stocks of Saudi listed companies and other securities traded on Tadawul. The Client agrees that he has an obligation to keep himself informed of any changes of the said rules and regulations; and expressly hereby unreservedly submits to the said rules, regulations and restrictions.
4. Prohibited Activities
The Client understands, accepts and agrees that under this Agreement NO illegal, prohibited, banned or unacceptable activity under Saudi laws and regulations may be carried out using the account(s) of the Client with the Company, including Price manipulation of a security, stock or share, spreading rumors, unsubstantiated or false information, &/or Circular Dealing in a security created by repetitive sale and buyback of shares by the Seller through the Service & Tadawul for the purpose of distorting or manipulating the price of one or more security for the benefit of the Client or another market participant. The Client accepts and agrees that such activities are detrimental to the Public Interest as well as the Saudi Capital Market, constitute prohibited activities and shall not be carried out by the Client at any time.. .
The Client will not use the Service for any purpose that is unlawful, abusive, harassing, libelous, defamatory, obscene or threatening and will not use the Service to solicit Company customers or others. The Client will not upload, post, reproduce or distribute any information, software or other material posted on or delivered through the Service that is protected by copyright or any other intellectual property right.
5. General Terms applicable to Investment Accounts
a) Nature of the Accounts:

The Client shall open an Investment Account (the "account") with the Company subject to the Terms and Conditions governing that Account.
This Agreement will remain in force as long as the Investment Account is maintained. The Client understands and agrees that subject to the provisions of this Agreement the Client's Investment Account will only be used for purchasing, holding and selling stocks of saudi listed companies and other securities traded on Tadawul (the "assets"), as well as for holding cash received from the net sales proceeds thereof or funds received by the Company from or for the account of the Client. The Client also understands and explicitly agrees that the Client's Investment Account shall not be operated as a current account.

Unless a Collateralized Trading Credit Line Agreement is in effect, and subject to the terms and conditions thereof the Client understands and agrees that all transactions executed through the Service are to be effected only on a cash (not margin) basis out of the funds in the Investment Account unless otherwise agreed in writing.

The Client agrees to maintain in the Investment Account a minimum credit balance of such sum which the Company may from time-to-time require.

The Investment Account will be maintained in Saudi Riyals, which will be the reference currency used to prepare the status reports of the assets and cash held in the Investment Account.
The Client irrevocably authorizes and instructs the Company to debit the Investment Account for its fees, commissions, charges, costs and expenses arising in connection with the assets, any transactions involving the assets or any of the services rendered by the Company, including without limitation any taxes or other levies, brokerage fees, transfer fees, safe-keeping or other custodianship fees or registration fees.

b) Non-Discretionary nature of the Client's Account

The Client understands and agrees that the services provided by the Company under this Agreement are non-discretionary. It is clearly understood and agreed that the Client is solely responsible for all investment decisions to purchase or sell stocks or any other securities traded on Tadawul. The Client will not rely upon any recommendation, information or advice provided by the Company. The Client's execution of an Investment transaction through the Service will not be treated as an endorsement of the transaction by the Company.

The Client acknowledges that the Company has made no representation or warranty as to the performance or profitability of any of the assets in the Investment Account. The Client agrees that in no event will the Company have any liability or responsibility for a decline in the value of an asset in the Investment Account, or for a loss of opportunity whereby the value of an asset in the Investment Account generally could have been increased, or any other loss or decline resulting from any act or omission in the performance of its duties hereunder.

c) Entries

While the Company may refuse any incoming funds without stating its reasons, the Company shall maintain all entries and transactions and provide periodic statements & advices as per the Company's normal practice and to the extent required bylaw.

d) Interest

If not agreed otherwise, Credit Interest will not be paid to the investment account. As for debit interest, it must be paid automatically without notice for any debit balance and it could be raised based on arrearage fee if there is no payment at maturity. The company has the right to do the clearing for the overdrawn accounts and the outstanding of debit balances, as it will describe later.

6. Prohibitions - Joint Accounts
The Client accepts and agrees that Joint Accounts for Dealing in stocks of Saudi listed companies or other securities traded on Tadawul are not permitted. The Client agrees not to use or allow the use of his account(s) by two or more individuals or for the benefit of any other person and the Client's use of the Service shall constitute a representation by the Client that any trade is for the Client's own account and benefit.
7. Authorized Representatives
The Client authorizes the Company to act on any Instructions communicated by it or by its authorized representative(s) using the appropriate User ID and Password or PIN provided. The authorization must be made in writing in the Company's standard Form.
8. Documents of Title and Safe Keeping of Assets
The Company undertakes to account for, safe keep and administer, with due care, all assets of the Client in the Client's Investment Account, including, without limitation, securities, cash, all distributions and entitlements of the Client. The Company may refuse any assets without stating its reasons. The Client may dispose of the deposited assets at any time, subject to legal restrictions and the Company's rights including pledges, retention, set off, to special arrangements, and customary terms and period of time for delivery.

It is understood, accepted and agreed by the Client that the Company will maintain subsidiary records of the Client's assets, portfolio and transactions as mentioned above derived from the centralized records of the market authority, which record and reflect the Client's assets, account, portfolio and transactions, without liability on the part of the Company as to the actual value of these assets.

The Company will arrange for the collection, delivery and settlement of securities bought and sold by the Client, as well as distributions and entitlements delivered through the system for the Client's account.

Any significant written or printed documents will be held, safely, in such place and manner as customary. The Company reserves the right to establish collective safe keeping accounts and/or arrangements in such organization(s) or financial institution(s) as seen fit by the Company. Without creating any right to maintain a joint account, Assets may be held in unallocated form where the Client has a co-ownership right , proportionate to the assets and securities that stand deposited in his name.
9. Use of Assets
Assets in the Investment Account may, at the discretion of the Company, be used as security in connection with the issuance of credit and/or other Companying facilities by the Company to the Client or any third party on such terms and conditions as may from time-to-time be applicable and subject to such rules and regulations as may from time to time be applicable and be deemed appropriate by the Company in its sole discretion.
10. Registration, Title Authorizations for Acts
The Client understands, accepts, and agrees that:
  • The interests in and rights to the securities and investments of the Client with the Company will be generally retained in a central electronic depository/share registry set-up and maintained by the Market authorities in the Kingdom of Saudi Arabia. Custody of these securities, through this mechanism, will remain with the Company and the securities will be held/registered in the name of the Company under the Client's Portfolio.
  • The Company is hereby empowered by the Client, (in respect of the Client's Investment Account dealings in securities, cash entitlements, distributions including dividends, rights and other distribution) to act on the Client's behalf, to take on deposit, deliver, receive, execute, transact (buy, sell or transfer), make payment for, conclude, provide clarification, represent, and sign. The Client represents and warrants to the Company at the time of this Agreement and at the time of each trade conducted pursuant thereto that he or it is the true and lawful owner of all stock, securities and other assets credited to each Investment Account and that such ownership is free and clear of all liens, charges, pledges, security interests and encumbrances, except for those in favor of the Company or as otherwise disclosed in writing. The Client will do all necessary acts to enable the Company to carry out its responsibilities under this Agreement , to ensure that Registration and Title of Client securities is completed in the Client's name in the Company's records with the Saudi Arabian Monetary Agency, the Saudi Market authorities and Companies in compliance with prevailing rules and regulations.
  • In acting for the Client, the Company may use its own name, or, without limitation, those of its branches, subsidiaries, associates, affiliates or Nominees for carrying out the above responsibilities and actions. All transactions and such acts, carried out by the Company on behalf of the Client, will be solely for the account and risk of the Client.

  • The Client agrees that at first request by the Company, all necessary items needed for discharging the above responsibility will be provided by the Client immediately. The consequences of delays by the Client will be the sole responsibility of the client.
11. Standard of Care
The Company will exercise reasonable diligence and care in carrying out the provisions of this Agreement within the customary standards of accuracy and time including execution of the Client's instructions through the Service. The Company will not be liable for acts carried out under this Agreement, except for acts of willful misconduct or negligence.
As indicated and detailed in the section of this Agreement on Disclaimers the Company will not be liable for delays, interruptions and other events beyond its control - nor for any losses or damages arising thereof, whether direct, indirect, consequential or incidental.
12. General and Specific Terms Applicable to Clients' Instructions and Access to the Service General Provisions Applicable to Clients' Instructions
  1. Subject to the Company's right to refuse to act upon an instruction,(i) the Company shall generally execute and transmit the Client's instructions ("orders") to purchase, sell, transfer or otherwise deal with any asset at the Client's risk in accordance with the latter's instructions and the laws, rules and customs prevailing in the Kingdom of Saudi Arabia and
  2. the Company shall use reasonable efforts to effect an Order as soon as reasonably practicable, provided that should the Company refuse to act upon an instruction or should the Client's orders prove to be impossible or unlawful to execute, or there is a delay in effecting an Order the Client alone will be responsible and liable for, bearing the damages and consequences resulting there from.
  3. The Client hereby irrevocably and unconditionally appoints the Company as its attorney-in-fact, with full power of delegation and substitution, to do all necessary acts to perform its obligations under this Agreement.
  4. The Client acknowledges and accepts that any order to the Company or through the Service must indicate the direction of the transaction (purchase or sale), the designation, characteristics and number of stocks or other securities to which it relates, the price or market price for which an asset may be purchased or sold and the order validity date.
  5. The Company reserves the right not to execute imprecise or ambiguous instructions and the Client shall bear any loss resulting from their execution or failure of execution. An order undergoing execution shall be recorded as a new instruction if confirmed or amended without further indications. The Company shall not be liable to the Customer for any action taken or not taken in reliance on any incomplete, imprecise or ambiguous instruction.
  6. The Client, in an instruction, may limit the price for which an asset may be purchased or sold. The Client acknowledges, however, that placing contingent orders such as a "stop-limit" order will not necessarily limit the Client's losses to the intended amounts since market conditions may make it impossible to execute such orders.
  7. The Client understands that instructions may only be carried out on days on which the Company and the market for dealing in the relevant asset are open for business. The Company will use all reasonable endeavors to effect a transaction as soon as reasonably practicable, but shall be under no liability for any loss or expenses the Client may incur by reason of a delay or any change in market conditions before the particular transaction(s) can be effected.
13. Oral, and Facsimile Instructions
At the Client's sole risk & responsibility, the Company is authorized (but may refuse at its absolute discretion) to act in accordance with oral instructions (by way of telephone or otherwise), or facsimile instructions given by the Client.

The Client hereby agrees that the Company shall not be liable for, and the Client shall indemnify and hold the Company harmless from and against any losses, costs, damages, expenses or liabilities that may result from the use of such means of transmission, especially misunderstandings or errors that may be caused by; (i) the transmission, garbling or duplication of such instructions; (ii) unauthorized use or forging of the Client's or an authorized representative's signature (iii) any ambiguity in instructions received by the Company; or (iv) the Company acting on oral, or facsimile instructions given by any person whom the Company genuinely believes to be the Client or his Authorized Representative.

The Company reserves the right to suspend execution thereof until more precise instructions or original confirmation in writing are received, if it considers that they are incomplete, confused or lack sufficient authenticity, and the Company shall incur no liability by doing so. The Client agrees and acknowledges that the Company may record on tape all telephonic conversations between the Company and the Client or the Client's duly authorized representative, and that, in the event of dispute the recording may be played back to determine the correct instructions given to the Company. The Company's records and documents (including voice recordings) of transactions effected by oral, or facsimile means solely shall establish the facts and be conclusive and binding on the Client.

The Company shall be entitled to continue to act in accordance with oral, or facsimile instructions until such time as the Client advises the Company in writing not to do so, with at least seven (7) days prior written notice.
14. Rights of Disposal, Verification of Signatures and Authentication
The Company will keep on record verified and authenticated signatures communicated by the Client in writing deemed valid until written notification of changes The Company will refer to the last recorded valid signature in the Company which will be conclusive and binding on the Client.
Losses resulting from forgery, misrepresentation, defects in authenticity, validity of powers and authorizations provided by the Client or his legally Authorized Representatives and deficiencies of authentication shall be borne by the Client, unless the reason is substantial negligence or an approved action of the Company.
15. Instructions Through the Service
The Company will accept, under this Agreement, execution of the Client's instructions through the Service.

The Client accepts that the Company will treat as bonafide any instruction transmitted through the Service using the Client's User ID and Password without any inquiry into or verification of who is actually presenting the ID and Password. To the extent that the instructions do not exceed any limits of authority placed on the use of the Service by the Client or the Company, instructions will be accepted for processing.

The Client understands and agrees that the Client alone is solely responsible for any instructions made through the Service, including errors, omissions or duplications of instructions. The Client accepts that the Company will be entitled to treat instructions as bonafide, without error and is entitled to act where sufficient information to initiate a transaction is transmitted within the Client's authority.
16. Access to the Service
The Company will provide the Client with information as to how the Client may access the Service through the Internet and use of Password and User ID which instructions are subject to modification or cancellation at any time without notice. The Company shall have no obligation to provide access to the Service over the internet and the Client acknowledges and agrees that he or it maintains alternate means to effect transactions with the Company..
The Client understands, acknowledges and accepts fully all risks of loss or damage and liability associated with such remote accessing system including the risks that the Client's confidential transactions may be breached, that third-party interference may occur, and various other Security risks. The Client accepts he must have suitable computer hardware and software that meets or exceeds the minimum standards specified by the Company, which may be modified at the Company's sole discretion, the Client accepts that the full liability for any additional costs for purchasing additional hardware or software necessary to meet such revised Service access standards are his sole responsibility.
17. Accessing the Service with User Identifications and Passwords; Transmission of Instructions
Use and Protection of Passwords and User Identifications
The Company will provide the Client with a User ID and a initial Password The Client is solely responsible for use and safekeeping of his User ID and Password and must keep these strictly confidential.

The Client is also solely responsible for the security and authenticity of all communications with the Service accessed through the use of the Client's User ID and Password. The Client hereby indemnifies and holds harmless the Company for all loss, cost, liability and expense associated with the disclosure to other persons or unauthorized use of the Password.

The Client must notify the Company immediately if the Client knows or suspects that the security of a User ID or Password has been breached to allow the Company to take immediate action to protect the Client's account(s) as soon as reasonably practicable.

Passwords, if lost or forgotten, may be re-created or re-set by the Company provided the Client first executes the Company's prescribed form, and indemnifies the Company from all losses or damages that the Client may suffer through the apparently unauthorized use of that Password In such events, subject to the Company's consent, the Client may be allowed to continue to use his account at the Company by dealing in person, subject to the Company's applicable standard terms and conditions for transactions of the sort involved.
18. Rejection or Suspension of Execution of Transactions
Without otherwise limiting the right of the Company to refuse (at its sole discretion) to provide the Service or to respond to or act upon an instruction the Client understands, accepts and agrees that the Company may be unable (or refuse) to implement an instruction of the Client if it concludes that the transaction is, or may be considered not in compliance with any applicable law, rule or regulation; or (ii) that there is not, or would not be on the day the transaction is to be effected, sufficient credit balance in the Client's Investment Account(s); or (iii) in the case of a sale transaction there is not, on the day the transaction is to be effected, sufficient holdings of stocks or other securities in the Client's Investment Account (iv) due to events beyond the Company's control including government restrictions, war, strikes, natural disasters, and market or exchange closure, suspension or disruption or any such event which makes implementation of Client instructions by the Company unfeasible or impractical ("Force Majeure").

In addition, the Client agrees that the Company may refuse to hold or otherwise acquire on behalf of the Client any stocks or other securities which are partly paid or in respect of which any liability has arisen or may arise unless the Client first deposits with the Company such amount of cash as the Company, in its sole discretion, considers adequate to provide for paying up the stocks or securities in full or for meeting such liability.

The provisions of this Agreement cited below under "Connection between the Client's accounts, relationship, dealings, operations and all Client Agreements and Terms & Conditions for any service provided by the Company " will apply in full.
19. Confidentiality
Both Parties acknowledge that all communications between the Company and the Client, whether initiated through the Service or by any other medium, shall be treated as strictly confidential. This duty of confidentiality shall survive the termination of this Agreement.
  1. The Company shall only disclose Client account information in the following circumstances: the Client has consent to providing such information;
  2. if access to the Service is terminated by the Company because the Client has utilized the Service in an unsatisfactory manner;
  3. when required by applicable law or regulation, from the relevant legal or regulatory authorities empowered by law including government Departments in the Kingdom of Saudi Arabia or a Court with competent jurisdiction.
  4. As needed to conduct transactions pursuant to this Agreement.
20. General and Specific Terms Applicable to Confirmations, Statements of Accounts and other Information
Confirmation of Transactions
Online Brokerage transactions will generally have confirmations provided online by the Service, If the Client does not receive an online contract confirmation immediately after the Client's transaction has been executed, the Client should check with the Company regarding the status of the transaction within the next Business day (see 41) . The Online contract confirmation will require no counter signature and will be legally binding unless the Client notifies the Company in writing of any error within the next business day of the transaction.
21.a Statements of Accounts
The Company shall provide to the Client, in accordance with its normal practice, at (Gregorian) monthly intervals a statement of account reflecting all activities in the Investment Account during the preceding month including details of all cash, funds, transactions, corporate actions, assets held in the Investment Account cost and current market value of each asset on such date. The Company's statement shall be conclusive and binding except for manifest error - which must be brought to the Company's attention in writing within thirty (30) days of the dispatch of such statement by the Company.

The Company is entitled to maintain records in any form including microfilm, electronic, or any other technology recording system - which will be valid and binding on the Client.
21.b Electronic Statements
The Client may [elect to ] receive all account statements, confirmations and other information about securities, transactions and the client's Investment Account in electronic form. The Company shall use all reasonable efforts to ensure that the information received electronically shall be substantially equivalent to the information the Client would receive in printed paper format.
22. Conclusiveness of the Company records
The Client understands, accepts and agrees that the Company's internal records, barring any manifest error or discrepancy will be conclusive and binding.
The Company may at any time update, or post necessary amendments to the transactions in the Client's Investment Account to reflect properly all transactions undertaken - and in particular, debit or credit the Client's account with sums or assets reflecting proper transactions, without the Client being able to argue that he has already disposed thereof. If, as a result, the Client's account is in debit following the update or amendment, overdraft charges shall automatically accrue at rates determined by the Company in its sole discretion and be due and payable without prior notification of the Client.
23. Communications to Clients
Any Statement or Notice given by the Company to the Client may be given in writing or electronically and sent by mail, postage prepaid, or by, cable or facsimile, addressed to the Client at the last mailing address on record with the Company. Communications to the Client shall be deemed to have been received: (i) if sent by letter or cable, fifteen (15) business days after post or dispatch; (ii) if sent by, when dispatched with confirmed answerback; and (iii) if sent by facsimile when dispatched provided that the transmission report reveals no error or break in transmission, and (iv) if sent electronically, within the agreed 15 days.

Except as otherwise contemplated by this Agreement any instruction or other communication from the Client to the Company shall be in writing and signed by the Client and shall be deemed to have been received upon receipt by the Client's branch in EMIRATES NBD CAPITAL SAUDI ARABIA.

Electronic Communications
The Client acknowledges that the Company may communicate with the Client by electronic means through the Service. The Company may send all communications required or provided for under this Agreement, including but not limited to account statements, confirmations, communications, and any Amendments and updates to this Agreement, to the Client through the Service.

Errors and Non-Receipt of Communication.
In no event shall the Company be responsible for any Client instructions not actually received by the Company. The Client shall immediately notify the Company in writing of actual or suspected non-receipt of communication sent by the Client to the Company

All risks of transmission, including losses delays and duplication shall be borne exclusively by the Client, except where the Company has been negligent. The Client shall bear the burden of proof of such alleged negligence or alleged misconduct on the part of the Company.
24. Commissions, Fees, Interest, Expenses, Indemnities, Taxes and Duties
General Provisions
"The Client acknowledges and agrees that the Company shall charge, in connection with the Client's transactions and with the operation of the Client's Investment Account, commissions, fees, debit interest, balances for uncollected or unavailable funds, overdrafts, expenses, custody charges, disbursements, indemnities, taxes, duties and drawings of any kind owed to the Company by the Client, without deductions of any kind whatsoever and that the Company will debit the same to the Client's Investment Account, as remuneration for any activity undertaken by the Company on the Client's behalf in relation thereto."

All expenses and fees incurred by the Company towards transport, communication and research, requests for information and documents, arising from proceedings or legal or administrative measures directed against the client, and all those undertaken by the Company on behalf and in the interest of the Client or his heirs, shall be borne by the Client.

The Company's tariffs may be amended at any time without prior notification to the Client and the amount of commissions, fees and other charges and expenses hereunder shall, in the absence of manifest error, be conclusively calculated and determined by the Company.
25. Fees and Commissions for use of the Service
The Client agrees to pay certain fees and commissions to the Company for use of the Service (collectively the "Charges"). By executing this Agreement, the Client acknowledges receipt of the most recent schedule of charges and further acknowledges that such schedule of charges may be amended by the Company at its sole discretion from time-to-time upon notice to the Client in accordance with Section [ 24 ] )of this Agreement.
26. Conversions and Determinations
The Company may convert cash deposits in one currency to Saudi Riyals at the request of the Client or at the Company's own discretion for the purpose of performing or enforcing these terms and conditions at the Company's spot rate of exchange.
Any such conversion or determination of a purchase or sale price or the market value of an asset shall be done in accordance with the Company's usual practice. Any loss resulting from the conversion of one currency to Saudi Riyals or fluctuations in the market value of an asset shall be for the account of the Client.
27. General Provisions Applicable to Clients Accounts
(a) "Connection between All the Client's Accounts, Relationship, Dealings, Operations, all Client Agreements and Terms & Conditions for any Service Provided by the Company "

The Client acknowledges and agrees that all dealings and operations between the Client and the Company of whatsoever nature, including credit cards, loans and other credit facilities and other services provided by the Company, are interconnected. The Company is entitled to suspend or terminate operation of this Agreement and the Company's obligations and may refuse to process transactions or execute its obligations if the Client is in breach of or fails to regularize his accounts or commitments to the Company.

(b) Set-off

The Client agrees that the Company shall have a right of set-off over any amount standing to the credit of the Client in any account with the Company and over all assets of the Client within the control of the Company, including without limitation funds or assets in the Investment Account.

The Client authorizes the Company to exercise its right of set-off at any time an amount due is not paid by the Client, or if the Company at any time has reasonable cause to believe that an amount may not be paid. The Company may then, in its sole discretion and without making a demand for payment consolidate all Client amounts, exercise its right of set-off and/or receive, sell, assign, transfer and/or deliver all or any portion of such amounts or assets in any manner it deems appropriate, even if it results in a loss being realized on the sale of assets.

The Client agrees that, after deduction of all the costs and expenses associated with such disposal, liquidation, purchase, sale, assignment, transfer and/or delivery (including without limitation all brokerage fees, commissions, taxes and other charges), the Company may apply the balance of the proceeds and other Client funds to settle the Client's indebtedness, liabilities and obligations to the Company or to other parties, including transactions initiated by the Client on Tadawul. The Client shall remain liable for any residual amounts still due to the Company after the application of such proceeds and/or funds.

(c) The Company's Right to Pledge the Client's Account

In order to secure the Company's claims against the Client resulting from their business relations and including credit facilities with or without guarantees, the Client agrees that the Company has the right of pledge and retention on all Client's funds and assets in the Investment Account and on any other accounts, rights, receivables, assets or securities of the Client, which the Company holds directly or indirectly on behalf of the Client.

(d)Legal and Other Attachments

The Company may, on account of legal or extra-judicial attachments notified to it, attach or freeze the Client's assets , regardless of the formal regularity or basis of such attachment and shall not be held liable for such action.

(e)Money Laundering Protections

The Client fully understands and accepts that the Client will be responsible for any consequences imposed by Government bodies, (including the Capital Market Authority (CMA), the Saudi Ministry of Finance and the Saudi Ministry of Commerce), or those imposed under the laws of the Kingdom of Saudi Arabia if it is found that the source of the funds is illegitimate.

The Client further understands that the Client's Investment Account (and other accounts) with the Company may be blocked or frozen upon the instructions of Government bodies pending investigation of the source of the funds, for as long as such instruction remain in force. The Company will act on the instructions of Government bodies and the Client understands and agrees that the Company will not be liable to the Client or any other party for any action taken by the Company in this regard nor challenged by the Client in connection with any action taken by the Company in this regard.

28. Risk Disclosure and Disclaimers
Risk Disclosure Statements
The Client hereby expressly acknowledges that the Client fully understands the mechanisms of dealing in stocks and other securities as well as the risks associated to these activities, and that the Client has carefully considered whether the Client's financial condition is compatible, given the circumstances, to the Client's commitments.

The Client is particularly aware that dealing in stocks and other securities involves a risk of adverse market movements and that the prices of such stocks and/or securities may be highly volatile, and may result in the loss of a substantial portion or of the full amount of the Client's investment in such stocks and securities, which losses the Client shall have to bear.

The Client has not communicated to the Company any specific investment criteria or suitability requirements other than to the extent required by applicable law and the Company assumes no duty to know or understand such matters.

The Client further understands and agrees that under specific market circumstances, it may become difficult or impossible to liquidate part or all of the Client's positions or portfolio of stocks and securities which may result in substantial losses of the Client's investment in such stocks and securities which the Client agrees to bear.

The Client acknowledges that the Company has made no representation or warranty as to the performance or profitability of any of the assets in the Investment Account. The Client agrees that in no event will the Company have any liability or responsibility for a decline in the value of an asset in the Investment Account, or for a loss of opportunity whereby the value of an asset in the Investment Account generally could have been increased, or any other loss or decline resulting from any act or omission in the performance of its duties hereunder.
29. Internet Risks
The Client acknowledges he is aware of and has made due enquiry about use of the Tadawul system through Internet access and has satisfied himself fully in all respects concerning Internet related risks. The Client acknowledges he is aware of and understands the risks of Internet Use to access and transact through the Tadawul service provided by CMA and accessed through the Service. The Client hereby takes full and sole responsibility for any damages, losses, expenses or charges, direct, indirect, consequential, special or incidental arising out of his Internet use of the Tadawul system.
The Risks in the use of the Internet and Internet technology for transactions in the Tadawul system include without limitation, the following:
  • The Risks of Interruption or Disruption, errors, omissions, delays, system unavailability, congestion of site or channel; the inability to access/login/enter/proceed/leave orders or instructions/ transact/trade/act, inability to process business/communicate with the system or the Company and the risks of loss of data and damage or losses thereby.
  • System Risks (Company or Exchange system) due to breakdown, malfunction, shutdown or crash, down-time, unavailability for any reason whatsoever. Also channel or Telecommunication breakdown, failure of electric power, and technical problems to hardware or software. The risk of Unauthorized access by Insiders, within the Customers' office or staff, or other authorized Users, who abuse their privileges and agreed rights.
  • Negligence by the Client, over User ID and Password storage, safekeeping and confidentiality.
30. General Disclaimer
The Company accepts no direct, indirect or consequential liability for or arising out of use of the Service by the Client except for manifest error, gross negligence or deliberate misconduct on the part of the Company.
Further the Company accepts no liability or responsibility whatsoever, - whether direct, indirect, consequential, or incidental - for any loss or damage arising out of the following:
Use of the Service or the inability to use the Service due to factors beyond the control of the Company
Further the Company accepts no liability or responsibility whatsoever, - whether direct, indirect, consequential, or incidental - for any loss or damage arising out of the following:
(i)Use of the Service or the inability to use the Service due to factors beyond the control of the Company
(ii)Errors in execution, processing, settlement or delivery of securities bought or sold through the Tadawul system; errors in certificates or title of investments bought thereby, or any errors of whatsoever nature,
(iii)Delays in the execution, processing, settlement or delivery of purchase or sale transactions for any security transacted through the Tadawul system, and/or in receipt of transaction proceeds, dividends, rights or distributions and entitlements made through the Tadawul system.
(iv)Any errors of omission or commission by any party in the market, including without limitation, counter-party Companies and institutions, broker or seller or buyer, settlement institution, the market Regulator(s), any Governmental authority with jurisdiction to act, and /or any Depository or Registrar/Registration agency.
(v)Fraud, forgery or other criminal acts involving Tadawul transactions, whether by hacker, misrepresentation, unauthorized access or any means whatsoever.
(vi)De-listing, suspension or discontinuation of trade in any security, on the Tadawul system by the market authorities
(vii)Market changes that impact or distort the liquidity or price of any security unfavorably, which may make transactions or trade in any security not feasible.
(viii)Disputes regarding the status, authenticity, validity or legality of any transaction through the Tadawul system.
(ix)Information and content, including prices provided by third party service providers - and the completeness or correctness thereof
(x)Malfunction of any system (Exchange or Company), Electricity & Power, Telecommunication Network channels, or any other system which breaks down or malfunctions -
(xi)Alll acts or events which lie beyond the control of the Company - including Force Majeure.
31. Material Interests
The Client understands and accepts that, in the course of its business activities, the Company: (i) may have a material interest in the stocks and other securities traded on Tadawul which are purchased and/or sold by the Client; (ii) may purchase and/or sell stocks and other such securities for the account of its other Clients; (iii) may conduct Companying or other relationships with companies whose stocks are traded on Tadawul and which may be purchased, held or sold by the Client; (iv) may purchase and/or sell on behalf of the Client stocks or other securities traded on Tadawul which are issued by the Company. The Client agrees that the company is not liable to disclose such interest, transactions or any other to the Client. Except in the case of a conflict of interest between the client & company, the company must disclose to the client in writing on the conflict of these interests and in accordance with the conditions set forth in Article 41 of the Rules of authorized persons by the Capital Market Authority

The Client further agrees that nothing in this Agreement is intended to prevent the Company from making or retaining a commission or profit or deriving any other benefit from a transaction involving such interests, stocks and securities.
32. Restrictions to the Company's Liability
The Client acknowledges and agrees that the Company acts for and on behalf of the Client and that all transactions of assets are for the account and risk of the Client. The Client hereby agrees to indemnify and hold harmless the Company and its directors, officers and employees I against all liability, loss, damage, claims, costs and expenses whatsoever which may be incurred or suffered by the Company or its directors, officers or employees in connection with this Agreement without limit. The Company will not be liable for the holding of assets, sales and purchases of assets, the operation of the Investment Account, the performance of any Companying services pursuant to the Client's request and instructions and the enforcement of this Agreement, barring willful misconduct or gross negligence on the part of the Company, its directors, officers or employees. The Client agrees to be bound by all the terms and conditions pursuant to which the Company effects each of the purchases and/or sales of assets on its behalf with a counterpart.

The Client also hereby acknowledges that the Company may for the purpose of effecting such purchases and/or sales be required from time-to-time to acknowledge in writing certain risk disclosure statements in relation to the risks of participating in such transactions. The Client hereby agrees that it shall be bound by the terms and conditions, if any, set out in such disclosure statement and that the Company may enforce such terms and conditions against it.
OTHER CONDITIONS

 

33. Status of Client and Capacity
The Client represents and warrants that as of the date of this Agreement and at the time of each transaction effected pursuant to this Agreement it has legal capacity according to prevailing regulations and laws, that it has obtained all necessary consents and taken all necessary action (including, where appropriate, any action required under its constitutive documents) to authorize it to establish the Investment Account and to perform its obligations under this Agreement. The Company may refuse or suspend execution of any transaction until all necessary consents, approvals and documents have been obtained and submitted to it or till it is satisfied as to the legal capacity of the Client.
34. Term and Termination
This Agreement and all related agreements are continuing Agreements which may be suspended or terminated by the Company at any time at the Company's sole discretion,. The Agreement may be terminated by the Client giving the Company not less than thirty (30) days prior written notice of such termination. Should the Client fail to comply with any part of this Agreement, the Local Brokerage Agreement and/or the Collateralized Trading Credit Line Agreement (where applicable), the Company may immediately terminate this Agreement and all other agreements between the Company and the Client and revoke the Client's access to and use of the Service.

On such termination, without prejudice to the Company's rights: (i) all claims against the Client, including all accrued fees and charges in respect of the Investment Account, this Agreement and all other outstanding amounts payable by the Client hereunder, shall become immediately repayable without notice; (ii) all the Company's obligations shall lapse; and (iii) the Company shall be entitled to exercise its rights of pledge, retention and set-off without notice of default and may place or keep any balance of assets at the Client's disposal in whatever way it considers appropriate, at the latter's risk and expense.

The Company shall have the right to proceed with the completion, perfection or liquidation of any transaction relating to the assets initiated before the termination.

On termination, subject to settlement of all charges, expenses, and dues owed by the Client to the Company and subject to the completion of all legalities and processes, the Company shall (i) deliver to the Client or his Order all assets and documents of title held in the Client's Investment Account or other accounts with the Company. (ii) provide a statement of all transactions carried out on behalf of the Client as per prevailing practice and regulations. and (ii) shall not be obligated to account to the Client for the sale proceeds of any assets until the Company has received such proceeds from the relevant counterpart.

The rights and powers granted hereby to the Company under this Agreement and the obligations of the Client towards the Company pursuant to this Agreement shall not terminate by reason of death, incapacity or bankruptcy of the Client.
35. Suspension of Access to the Service
The Company reserves the right, at any time, at the Company's sole discretion, to temporarily or permanently suspend, restrict or revoke the Client's User ID, access to and use of the Service or the Client's ability to transmit any Client instructions electronically.
36. Succession and Inheritance
This Agreement and al obligations contained herein shall bind and ensure to the benefit of the Parties hereto, and their respective heirs, successors, administrators and permitted assigns.
The Company reserves its rights, including the right of Set-off, to reimburse itself and recover all its fees, commissions, overdue balances, charges, expenses and dues from the Client (and/or his heirs, assigns, successors, administrators or permitted assigns), to date, prior to the payment of proceeds to the same.
37. Additional Terms and Modifications to the Agreement
Client agrees that this Agreement, the Local Brokerage Agreement and the Collateralized Trading Credit Line Agreement where applicable) may be further supplemented and amended by the Company at any time with additional terms and conditions in the form of online electronic notices and/or click-through agreements supplied to the Client and/or written notice. .
The Client agrees that such modifications and amendments will be binding upon this Agreement. The continued use of the Service by the Client after amendments and modifications have been made to this Agreement will constitute acceptance of the modified or amended Agreement. Changes to this Agreement shall be deemed accepted by the Client unless challenged in writing by the latter within thirty (30) days following dispatch of the relevant notice.
38. Assignment and Transferability of obligations
No obligations under this Agreement or any related agreement shall be assigned or transferred by the Client without the prior written approval of the Company.
39. Exercise of the Company's Rights
The Company shall be entirely free to choose whether to exercise any rights conferred by this Agreement and/or other related agreements and the Company shall have no obligation to exercise any rights. Consequently, the Company shall not incur any liability for the timing and the exercise or lack of exercise of all or any part of such rights.
Further, any delay or omission in exercising all or any part of its rights shall not constitute a waiver by the Company of any such rights.
40. Partial Nullity
The ineffectiveness, invalidity or nullity of any one of the provisions of this Agreement and other related agreements and conditions between the Company and the Client shall not affect the other provisions.
41. Complaints and Disputes
The Client shall bring to the notice of the Company in writing immediately but in any event within a maximum of 30 business days after the day end pertaining to the month in which the transaction occurred any Complaints or Disputes concerning any apparent error or discrepancy that may occur in statements, communications, notifications or other documents by the Company or any other Objection or dispute regarding the Investment Account. Any complaint or objection by the Client concerning apparent discrepancies, or the execution, delay or non-execution of instructions, communications, notifications or measures taken by the Company must be submitted immediately within the time limit set by the Company, failing which the particulars contained will be deemed correct and approved by the Client, except for manifest error.
It is understood and accepted by the Client that express or implied approval of a statement of account implies approval of all items and references appearing therein. In the case of debit balances, the Client accepts that approval of the statement implies acknowledgement of the debt in accordance with legal provisions. Any loss resulting from a late complaint shall be borne by the Client.

The Parties agree that any disputes arising between the Company and the Client will be referred to the Saudi Arabian Monetary Agency Companying Disputes Committee, if the Parties are unable to reach an amicable solution.
42. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Kingdom of Saudi Arabia.
43. Maximum Liability
Notwithstanding anything contained herein to the contrary, the Company's maximum, aggregate liability for any claim or claims arising from or related to this Agreement or the Services shall not exceed one month's average fees, commissions and other compensation for services rendered paid by the Client to the Company during the twelve (12) months immediately preceding the occurrence of such claim or claims.
The Company shall not in any event be liable for loss of business or profits or goodwill or any indirect, consequential or punitive damages or for any special loss or damage, even if the Company has been advised of the likelihood of such loss or damage and when arising from negligence, breach of contract or otherwise. The provisions of this paragraph shall not impose any liability upon the Company to which it would not otherwise be subject under this Agreement (and does not negate any waivers or limitations elsewhere herein), but shall only serve to limit such liability that already exists pursuant to the other provisions hereof, if any.
44. Language
The Arabic text of this Agreement constitutes an agreed translation of the original English text. Each of the Parties hereto acknowledges that certain words and phrases in the English text may be incapable of exact translation into the Arabic language.
The Company and the Client agree that although the Arabic text will generally govern, the English text shall be referred to in order to clarify any ambiguity in the Arabic text or to resolve any disagreement as to the meaning of any of the terms and conditions of this Agreement
45. Headings
Headings in this Agreement are strictly for reference purposes and shall not be construed to limit or otherwise affect, in any way, the interpretation of any provision in this Agreement.

The Client acknowledges that he has read this Agreement and that he has been given ample opportunity to obtain all necessary explanations, clarifications, elucidations and other information regarding the terms, conditions, obligations and restrictions contained herein. The Client confirms that the Company has emphasized and that the Client fully understands the risk of loss involved in investing, dealing and/or trading in stocks, securities and other financial instruments and transactions.

By executing this Agreement, the Client acknowledges that the Client is familiar with all the Terms and Conditions of this Agreement, the Local Brokerage Agreement and the Collateralized Trading Credit Line Agreement (if applicable), and the Client consents to be bound by all such Terms and Conditions.

The Client understands, accepts and agrees that the Terms and Conditions of this on Line Local Brokerage Agreement and related agreements and schedules shall govern its relationship with the Company, The Client's Online consent is hereby evidenced by the Client's action authorizing the Service to proceed by clicking his consent on the 'I Agree ' Pop Up icon on the Screen, signifying conclusively that he is Committed to and bound by the Provisions of this and all associated Agreements.

Client Name: __________________________

Signature: ____________________________





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Tel: +966-1-2993900
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