Investment Account Terms and Conditions
This agreement was entered into on ___ / ___ / _____ (corresponding ___ / ___ / _____ G) between the parties below:
(1) Riyad Capital, a Saudi limited liability company, with commercial registration number (1010239234), licensed and regulated by the Capital Market Authority under License No. (07070-37), and having its registered office at: P.O. Box 21116, Riyadh 11475, Kingdom of Saudi Arabia, hereinafter referred to as (the “Company”), and
(2) (“TheClient”) whose data was entered in the Know Your Client form.
Article One – Recitals:
1.1 Whereby the Client wishes to deal with the Company and be able to ask for and/or receive investment services and/or products provided by the Company contingent upon the Client having an Investment Account opened with the Company through which transactions can be carried. Whereby it is agreed and understood by the Client that at any time the Client requests and the Company agrees to provide any investment services and/or products offered by the Company at its sole discretion, then the conditions and terms that govern the general relationship between the Client and the Company in this Agreement shall be applied, as well as the conditions and terms of the special services and investment product agreements availed by the Client. All these agreements shall constitute one and the same Agreement binding on the parties, in addition to any conditions and rules that may arise as a result of the implementation of new investment services or new instructions issued by the Capital Market Authority, or any amendments made on the provisions, rules and procedures related to the Company’s offering of these services.
1.2 All matters not mentioned in the text of this Agreement shall be subject to the rules, regulations, procedures and norms in force in the Kingdom of Saudi Arabia. Settlement of disputes that may arise thereon will fall under the purview of Saudi courts or legally competent committees as mentioned in article Thirty-One of this Agreement.
As a result of the commitments, mutual obligations and rights between them, the parties agree on the following:
Article Two – Definitions:
2.1 Terms and expressions defined by the Capital Market Authority in its Implementing Regulations shall have the same meaning in this Agreement, unless otherwise provided or unless the context requires otherwise. The below terms shall have the following meaning when used in this Agreement:
1) “Company” or “Riyad Capital” – the first party –means Riyad Capital and / or those authorized to represent it. It is a company subject to the rules and regulations of the Capital Market Authority.
2) “Client” – the second party –means the natural person or legal entity whose formal representative or persons signed this Investment Account Agreement.
3) “Representative” means the person authorized by the Client or by a competent official body and approved by the Company to act on the Investment Account based on statutory requirements.
4) “Authority” or "Capital Market Authority" means the Capital Market Authority of Saudi Arabia which includes, as permitted by law, any committee or sub-committee, employee or agent who may be delegated to carry out any of the Authority’s functions.
5) “Authorized Persons Regulations" means the Authorized Persons Regulations issued by the Authority pursuant to Resolution Number 1-83-2005 dated 21/05/1426 H which corresponds to 28/6/2005 G as amended and re-enacted from time to time by the Authority.
6) “Authorized Persons” means a person licensed by the Authority to practice any securities related business.
7) “Securities" means, as defined by the Capital Market Law and the implementing regulations issued by the Authority in the Kingdom of Saudi Arabia, and includes any shares, debt instruments, warrants, certificates, units, option contracts, futures, contracts for differences, long term insurance contracts, and any right or interest in any of the foregoing.
8) “Instructions” means any instruction given by the Client or Representative to the Company concerning the execution of any investment transaction and/or service pursuant to this Agreement’s provisions.
9) “Identification Document” The valid identification document issued by the component authorities, and accepted for opening an investment account for the client in accordance to Laws and Regulations.
10) “Account" or "Investment Account" An accounting record created by the Riyad Capital for the purpose of the deposited client`s money in a client account opened by the Company to fund the client's transactions in the securities. And reflects all details of the client account.
11) “Freezing of Investment Account “The temporary block of all money transfers from the investment account and usage of the investment account balance, and this does not include preventing the client from the sale of the securities, receive the proceeds and profits generated from the securities into the investment account or transfer from his bank account to the investment account
12) “GCC“ : The Cooperation Council for the Arab States of the Gulf
13) “GCC Legal Persons“: A legal person that the majority of its capital is owned by citizens or governments of the GCC member states and holds the nationality of one of the GCC member states.
14) “Electronic Channels” means the electronic technologies by which the Company voluntarily offers its services, including but not limited to: Internet websites, programs run on computers or other electronic devices, telephone and fax, IVR, communication devices, or any other electronic technique by which the Company can offer its services.
15) “User” means the Client or Company approved Client representative who logs into and uses the Electronic Channels.
16) “Correspondent" means any person or entity retained by the Company to provide services relating to investments or Accounts including but not limited to Company affiliates, agents, representatives and associates.
17) “Client Funds” means the funds considered to belong to the client as defined in the Authorized Persons Regulations.
18) “Business Day" means a business day in the Kingdom of Saudi Arabia in accordance with the official working days of the Company.
19) “Law of Terrorism Crimes and Financing: Law of Terrorism Crimes and Financing, issued by the Royal Decree No. M/16 dated 24/2/1435H.. and its amendments.
20) “Anti-Money Laundering Law and its Implementing Regulations: Anti-Money Laundering Law issued by the Royal Decree No. M/31 dated 11/5/1433H, and its Implementing Regulations.. and any future amendments.
21) “Non-profit Organization“: Refers to every legal entity engages in collecting, receiving, or paying money for charitable, religious, cultural, educational, social, or solidarity purposes or that conducts other charitable activities.
22) “Laws and Regulations“ means Laws and implementing regulations issued in Saudi Arabia, Riyad Capital must ensure Compliance with, which includes the following :
a) The Saudi Capital Market Law and the CMA Regulations, as amended;
b) The rules and regulations of any relevant exchange or market and/or clearing house in which the transaction is executed in or through;
c) Any circulars and instructions issued by the CMA; and
d) Any other applicable laws and regulations, including without limitation any regulations, decrees, laws, ministerial orders, judgments, orders, decisions and awards of any court or competent authority, rules and any other instruments having the force of law in Saudi Arabia, as they may be issued and in force from time to time , wherever issued and become applicable from its effective date.
Article Three – General Terms and Conditions:
3.1 The Client affirms that he is of legal age and has the full legal capacity to open an account and enter into this Agreement. He also affirms that he is not aware of any reasons that may bring his competency into question or any other reasons that would prevent him or preclude him from opening an account, enter into this Agreement, or deal in any investments.
3.2 This Agreement shall have immediate effect once signed by the Client and having completed all documents and statutory requirements in a manner deemed acceptable by the Company. These General Terms and Conditions that govern the general relationship will be applied to all Investment Account(s), whether opened or acquired at a date later or prior to the date when this Agreement was signed.
3.3 The Client irrevocably appoints the Company with full power of delegation and substitution to act on the Client's behalf and in the Client's interest for the purpose of collection and delivery within the scope of his relationship with the Company and pertaining to the funds deposited in his Investment Account and securities held in his name, as well as effectuate transactions with others to execute his instructions. The client also agrees that the exchange rate applied by the Company on all deposits into and withdrawals out of the Investment Account will be the same foreign currency exchange rate utilized by the Company, and the Client may not challenge or object to it for any reason whatsoever.
3.4 The Client acknowledges that dealing in Investment Account will be based upon the terms and conditions as stated in this Agreement and other agreements between the Company and the Client and based upon the Laws and Regulations.
3.5 Plural may designate singular and masculine may designate feminine wherever applicable.
3.6 The Client acknowledges and undertakes understanding the terms and conditions of Investment Account agreement , and that all data, information, details submitted to Riyad Capital are correct, valid , and does not contain any false or misleading items.
Article Four - Client Instructions:
4.1 Instructions are required to be sent by the Client to Riyad Capital in writing by any of the official delivery means as prescribed by the Company (such as, by mail, by courier or hand delivery or by fax or electronic media, or by telephone). Instructions shall be written, signed or electronically authenticated. Such Instructions shall be effective only upon receipt by Riyad Capital by the appropriate delivery means.
4.2 Instructions may be cancelled or amended in the same manner as they were given. Cancellation and amendment of Instructions shall be subject to timely receipt by Riyad Capital and shall be limited to the unexecuted portion of any prior Instruction.
4.3 Riyad Capital will be entitled to rely on Instructions given in accordance with this agreement, which purport to have been given by the Client and which Riyad Capital reasonably accepts in good faith to have been given by the Client. Riyad Capital will not be obliged to confirm the authenticity of such Instructions and shall not be liable to the Client in respect of any loss or damage incurred as a result of the implementing of the Instructions. The Client acknowledges that Riyad Capital shall not be liable to the Client for any losses or other liabilities arising from:
a. Unauthorized use or forging of the Client’s or an authorized representative’s signature (including a facsimile signature (provided that in such event that Riyad Capital will have undertaken all necessary or reasonable or required measures to ensure the authenticity of the Client).
b. Any error or ambiguity in any Instruction received by Riyad Capital; or
c. Action by Riyad Capital on the basis of oral or fax Instructions believed to be given by any person whom Riyad Capital believed to be the Client or a Representative (provided that in such event that Riyad Capital will have undertaken all necessary or reasonable or required measures to ensure the authenticity of the Client).
4.4 The Client hereby agrees that Riyad Capital may act upon any telephone instructions received by it from the Client or any of the Client’s Representatives who the Client so designates, in writing, to Riyad Capital. Before accepting telephone instructions from an agent of the Client, Riyad Capital will validate the agent’s identity. However, in receiving telephone instructions from such Representative, Riyad Capital shall not be responsible for ensuring the validity or suitability of the agency relation. Thus, Riyad Capital shall treat any instructions received from the Client or on his behalf in this fashion as valid and binding upon the Client. Riyad Capital shall not be held liable for the consequences of any action which it may appropriately take in executing such Instructions including, without limitations, the purchases, sales, receipt, or delivery of securities, or the payment or receipt of funds.
4.5 If the Client requests to change its signature, the new signature shall be considered valid as of the date of receipt and acceptance of such request through any of the Company's centers.
Article Five – Client Information:
5.1 By signing this Agreement, the Client affirms that he is legally allowed to enter into an agreement with other parties, that all the information he presented or will present to the Company is true and accurate, and that he bears responsibility for the truthfulness, accurateness and repercussions of the information presented to the Company and regulatory agencies.
5.2 The Client agrees to provide the Company with updated personal information on 3 years basis, or when asked to do so by the Company, or when regulations dictate, as well as provide updated copies of identity documents prior to their expiry. The Client also agrees that the Company has the right to freeze dealing on the Investment Account, when any identification documents expire, until the Client submits valid identification documents.
5.3 When the documents that were provided for opening the investment account for a legal person do not contain a specific expiration of the validity date, Riyad Capital will freeze such investment account after 3 years from the date of opening the investment account or the date of the last update of the client information. until the Client update the information and documentation.
5.4 The Client acknowledges complying with the Law of Capital Market and its implementing regulations and all other laws and regulations applicable in the Kingdom.
5.5 The client undertake to immediately notify Riyad Capital of any changes of any documents submitted to Riyad Capital at the time opening the investment account
5.6 The Company has the right to verify the information provided by the Client in the Agreement through any means it deems appropriate. The Client further authorizes the Company to inquire about his other dealings with local banks and persons authorized by the Authority, either directly through those banks and Authorized Persons or through the competent authorities.
Article Six – Client Classification:
6.1 The Company shall classify the Client based on the information that he discloses in the Know Your Client form according to statutory requirements into one of the following categories:
• A Customer: Which means a customer and not a counterparty, who can either be a natural person or a legal entity.
• An Execution-Only Customer which means that the Company is restricted to dealing as his agent in accordance with the instructions that it receives from him, without advising him.
• A Counterparty which means a Client who is an authorized person, an exempt person, an institution or a non-Saudi financial services firm, or any other counterparty to a transaction as defined by the Capital Market Authority regulations.
6.2 The Company’s dealing with a Client classified as an Execution-Only Customer will be limited to acting as his agent in accordance with the instructions that it receives from him, without advising him.
6.3 The Company may at any time review and change the Client’s classification based upon an update of data and information submitted by the Client to the Company.
Article Seven – The Investment Account:
7.1 An Investment Account can be opened with the Company by natural persons or legal entities with full eligibility under the law based on Company approved statutory requirements and documents.
7.2 A number will be assigned to each Investment Account, which must be used in all of the Client’s correspondences with the Company.
7.3 The Investment Account must maintain the minimum deposited balance needed to execute transactions and pay fees, and other financial obligations. The Client acknowledges that the Company may prescribe the minimum deposited balance from time to time.
Article Eight – Investment Account Services:
8.1 Based upon the Client classification, the services provided by the Company pursuant to this Agreement are the following:
8.1.1 Management Services: Opening an Investment Account and providing management services relating to the Investment Account.
8.1.2 Execution: Executing the Client’s instructions pertaining to the Investment Account.
8.1.3 Arranging Custody: Custodial services or arranging for third parties to provide safe custody for the preparation, auditing and keeping of records pertaining to the Investment Account.
Article Nine: - Services and Investment Products:
9.1 The Company will provide its clients with services and investment products pursuant to agreements specific to each service and/or product, and the Client will receive the desired service and/or product after signing the relevant agreement and adequately filling all the statutory documents and requirements. These agreements will become part and parcel of this Agreement.
9.2 Client acknowledges that the Company is entitled to prevent the Client from benefiting from the services, products and electronic channels provided to him if the Client violates the Laws and Regulations.
Article Ten - Payment for Services:
10.1 The Company shall charge fees on any investment services/products provided to the Client pursuant to this Agreement and any other Agreements entered into between the Company and the Client.
10.2 The Client shall bear all expenses, taxes, fees or other costs or liabilities incurred by the Company in connection with the management of the Investment Account. Such charges may include, without limitation, the following:
10.2.1 Fees due and/or payable in respect to services and products provided to the Client.
10.2.2 All other costs and expenses sustained by the Company in connection with the Investment Account, including, without limitation, all expenses, commissions, fees and other expenditures incurred by the Company towards the Investment Account.
10.2.3 Any judgment, settlement, expense, commission and/or other expenses, including legal fees, incurred to raise any actual lawsuit or any legal proceedings relating to the Investment Account or the services provided by the Company in relation to it.
10.3 The Company shall have the right to change such fees from time to time at its own discretion after giving the Client appropriate notice. If the Client does not object to the fee change within thirty (30) business days, the new fees will be deemed acceptable by the Client. If the Client objects in writing to the fee change within thirty (30) business days, then either party may terminate this Agreement by giving the other party thirty (30) business days notice prior to the date of termination. The new fees will continue to be levied on services provided by the Company during this termination notice period.
10.4 The Company may, without prior notice to the Client, deduct from the Investment Account all expenses, commissions, fees or other charges resulting from the implementation of the Client instructions and/ or incurred by the Company relating to the Investment Account and/or the products and investment services that the Company provides the Client. The Company may also, without prior notice, merge or consolidate all Investment Account(s) in order to pay debts owed by the Client to the Company regardless of whether these accounts are individual or joint, based upon the Client’s stake in them. The Company will inform the Client of any such measures, when taken.
Article Eleven – Act as a Principle Party:
11.1 The Client acknowledges and agrees that the Company may act as a principle party in any transactions with the Client.
Article Twelve – Risk Warning:
12.1 The Client acknowledges and agrees that he clearly understands that investing in securities carries the risk of partial and/or total loss of the investment as well as profits, and that in some market conditions, it would be difficult or impossible to liquidate investments. When executing the Client’s instructions to buy or sell securities, the Company is not providing the Client any advice or approval on his decision to invest or liquidate, and that the Client alone bears responsibility for his decisions, whether they result in losses or gains.
12.2 The Client acknowledges his understanding of the risks associated with investing and/or trading in securities, including the possibility of a loss of capital. The Client further acknowledges and accepts bearing these risks without any liability on the Company.
12.3 The Client acknowledges and understands that some securities may be subject to certain restrictive conditions in terms of purchase, sale, redemption, liquidity, convertibility and assessment; and that he is bound by the conditions of his investment.
12.4 The Client is aware that certain investments which could be the subject of this Agreement in whole or in part are not guaranteed or insured and that any such investments are exposed to losses being incurred solely by him, as he would solely benefit from their profit.
12.5 Markets outside the Kingdom of Saudi Arabia may be subject to rules and regulations that differ from those in force in the Saudi market, or provide less protection to investors (including the protection of Client funds and assets). As such, the Client or Company may not be able to have those markets’ pertinent regulations enforced. The Client hereby agrees to accept all the risks of investing in foreign markets and the potential losses incurred to the Account.
12.6 The Client acknowledges his full knowledge of the conditions of the securities markets and the price changes therein, and that the Company is not responsible for any loss incurred by the Client unless such loss resulted from infringement or negligence by the Company. The Company cannot be held liable for any losses arising from any of the following reasons, among others:
a) Delay in buying or selling securities, receiving returns, profits or other rights associated with them;
b) stoppage or suspension of trading for any reason;
c) market changes or illiquidity which may affect the price of securities;
d) technical problems in telecommunications, systems or equipment, whether wholly or partially;
e) lack of documentation, representation, legitimacy, or authority pertaining to the Client’s instructions;
f) any action or omission by any corresponding bank, agent, broker, buyer, seller, clearing house, supervisory body, registrar, or any other party to the transaction;
g) fraud, counterfeit or error pertaining to any securities transactions;
h) any technical or mechanical malfunction that affects the means and equipment used to receive and execute the Client’s instructions;
i) holidays or work stoppages affecting local or foreign markets and the people in charge of executing the purchase or sale of securities; and
j) any other situation that is beyond the control of the Company.
12.7 The Client understands that risks arising from foreign exchange fluctuations will affect the value of funds and assets deposited in his Investment Account. The Client also agrees that Riyad Capital will not be liable for the consequences resulting from such fluctuations and which affect the Client funds, whether the exchange rates go up or down. The Client also understands and agrees that the exchange rate used by the Company for foreign exchange is the approved rate used by the Company.
Article Thirteen - Borrowing Authority:
13.1 The Company does not assume responsibility for borrowing or raising funds on behalf of the Client or to enter into deals that require the Client to borrow or raise money. Entering into such transactions is the Client’s sole responsibility, except where the Client and the Company agree to that pursuant to a separate agreement that sets out all details and related obligations.
Article Fourteen – Customer Funds:
14.1 The Company shall handle the funds deposited by the Client with the Company in accordance with the provisions of the Client Money Rules set out in the Authorized Persons Regulations. The Client's funds shall be separated from the Company's assets unless otherwise provided in this Agreement.
14.2 The Client agrees that funds can be deposited at Riyad Bank or another local bank. The Client’s funds can also be deposited in a foreign bank if that were necessary for the settlement of a securities transaction outside the Kingdom of Saudi Arabia.
14.3 The Client acknowledges and agrees that the funds held by the Company on his behalf at any foreign or local bank are subject to banking regulations, and that the Company may benefit from the Client's funds deposited thereat -like all other clients- without any obligation on the Client.
14.4 Funds shall not be considered Client funds if they are immediately due and payable to the Company's account. The Company shall cease to consider as Client funds any such amounts that it holds on the Client's behalf which are equivalent to any amounts due and payable by the Client to the Company. The Client hereby authorizes the Company to use those funds to cover all his dues payable to the Company without prior notice and without any objection on his part for any reason whatsoever.
14.5 Funds will not be treated as Client money, and the Company will not be responsible if such Funds have been paid to the Client, or paid to a third party based on the Client's Instructions, or if it is paid into a bank account in the name of the Client.
14.6 The Client acknowledges that the purpose of depositing funds into his Investment Account is to execute his Instructions and investment operations, and to pay his obligations to the Company for services rendered to him. The Client agrees that the funds deposited in his account do not equate to a bank deposit and that he does not get financial benefits against such deposit
Article Fifteen – Client Assets Held Abroad:
15.1 When the Company holds the Client’s funds and/ or assets outside the Kingdom of Saudi Arabia, the Client acknowledges and accepts the possibility that settlement, legal or regulatory requirements can be different than those in force in the Kingdom of Saudi Arabia.
Article Sixteen – Instructions For Opening Investment Accounts For Foreigners Residing In The Kingdom.
16.1 The Client acknowledges his knowledge that his right to invest in securities in the Kingdom is associated with providing his valid residence permit (Iqama) to Riyad Capital, and that Riyad Capital will freeze the investment account if he does not update the information or does not provide Riyad Capital with the valid residence permit (Iqama) after its renewal
16.2 The Client undertakes to provide Riyad Capital with the renewed residence permit (Iqama) upon its validity expiry, or when Riyad Capital request an update of the information and documentation..
16.3 The Client acknowledges that if the investment account was frozen for more than (12) months, Riyad Capital has the right to liquidate the securities in the portfolios linked to the investment account, transfer the proceeds to the client`s bank account linked to the investment account, and then close the investment account,.
Article Seventeen -- The Right to Realize Client Assets:
17.1 Without prejudice to any other rights under this Agreement or any other agreement in relation thereto, the Client agrees that:
a) The Company may at any time, at its own discretion and without having to serve notice to the Client, charge the Investment Account or any account held by the Company on behalf of the Client with any amount or debt owing to the Company from the Client.
b) The Company may convert any sums of money into the currencies it deems appropriate and to combine, consolidate or congregate all or any accounts or sub-accounts the Client may have with the Company to satisfy or reduce any obligations the Client may owe to the Company.
c) The Company may have a general lien and security interest over all property held by the Company on behalf of the Client until the satisfaction of the Client's financial obligations towards the Company. In the event that the Client does not satisfy those obligations, the Company shall be entitled to sell all or any part of such property and apply the sale proceeds towards covering the cost of the sale and satisfying any obligations the Client may owe the Company.
Article Eighteen – Confidentiality and Disclosure of Information:
The Company's relationship with the Client is deemed confidential. However, the Client agrees that the Company reserves the right to share with and disclose to any regulatory body, any governmental authority or to any issuer of securities owned by the Client and to Riyad Bank, the information provided by the Client to the Company or obtained by the Company as a result of its relationship with the Client in an oral or written manner, and the Client explicitly agrees that his information can be divulged in the following cases:
a) if disclosing the information is required by the Authority’s laws or implementing regulations, or any applicable laws in the Kingdom of Saudi Arabia;
b) if the Client agrees to disclose such information;
c) if disclosure is reasonably necessary to perform a particular service to the Client;
d) if the information is no longer confidential; and
e) if such information was disclosed to Riyad Bank for the purpose of providing services to the Client.
Article Nineteen – Authorizations and Power of Attorneys:
19.1 Dealing through the Investment Account can be performed by persons authorized by the Client by filling out the forms prescribed by the Company for delegation of duties and/or authorization to deal through the account.
19.2 The Client fully understands that any third party authorized and/ or assigned by him to enter into transactions on his behalf shall also be subject to all applicable Laws and Regulations in the Kingdom of Saudi Arabia.
19.3 The Client acknowledges that the authorized person on his behalf must be authorized pursuant to a power of attorney issued by the Notary Public Department or a notary public approved by the Ministry of Justice and any delegated duties given thereto must be in relation to the Investment Account, securities or any other investments be clear, unambiguous, acceptable by the Company and clear for application by the Company. Furthermore, it must meet the following conditions:
1- The authorised individual to open and operate the investment account must be a relative of the
client as a father, mother, son, daughter, grandfather, grandmother, husband, wife,brother or sister
2- or an authorised individual appointed by heirs to liquidate the investment account of
their inheritor and then close it.
3- The power of attorney must be issued by the Client, and must not accept any power of attorney issued by any person on behalf of the Client.
19.4 The Client acknowledges that the Company would not incur any liability for any actions made in accordance with an authorization that is made in writing and which includes relevant data or signatures that would give the Company reason to believe its validity, and any instructions or transactions made by the alleged authorized person shall be deemed valid and binding on the Client.
19. 5 The Client acknowledges that upon its cancellation of any authorization, the Client shall provide the Company in writing with a notification evidencing such cancellation. The Client also acknowledges that until the date of receipt of such written notice, any instructions or executed transactions made by the Representative shall be deemed valid and binding on the Client.
Article Twenty – Set-off:
The Client hereby authorizes the Company to set-off and use any credit balances that now exist or may exist in the Investment Account and all his accounts and other assets with the Company, in addition to all monies deposited by the Client with the Company from time to time. Furthermore, the Client authorizes the Company to sell, buy, receive and transfer any and all the securities that are deposited with the Company from time to time and use the net profit in whatsoever means considered appropriate to settle the Client's debts and dues payable to the Company or others resulting from held securities or other investments made by the Client through the Company. This payment shall also include all costs, expenses, profits and other encumbrances that might arise from executing any securities transaction and/or investments made in accordance with the Client's instructions to the Company. The Client authorizes the Company fully and irrevocably to take all such steps as set out in the foregoing clause immediately and without prior notice to the Client. The Company may delegate others to perform all or some of the tasks herein authorized by the Client.
Article Twenty one- Currency Conversion:
21.1 The Company shall be entitled to convert any currency without prior notice to the Client in order to pay any financial and other obligations in accordance with the terms and conditions of any agreement or any transaction executed under this Agreement. Any such conversion shall be made in the same manner and at the rates determined by the Company at its sole discretion while taking into consideration the current rates of convertible currencies.
21.2 All the funds and securities held in the Investment Account are susceptible to capital loss risk due to the fluctuations of the money markets where funds, securities and other investment instruments are traded, in addition to the fluctuations of exchange rates. This is a fact acknowledged and accepted by the Client who affirms that he alone bears the resulting responsibilities. Consequently, the value of the Investment Account with the Company or whomever it delegates may go up or down against the invested capital. Thus, the Client agrees that the Company shall not be held accountable for market conditions or the loss of investment opportunities that may increase the asset value held in the account.
21.3 All foreign currency conversion risks resulting from any transaction, or from the Company’s exercise of its commitments or rights under this agreement, shall be payable by the Client.
Article Twenty Two – Reports and Account Statements:
22.1 The Company will prepare a report detailing the Client’s cash balances and securities, based on statutory requirements. The Client will be responsible for examining each of the reports sent by the company very carefully and supplying it with immediate notification if any errors are detected in those reports.
22.2 The Investment Account and securities statements, as well as all written notices sent by the Company, will be delivered to the last address provided by the Client in writing to the Company. The Client may ask the Company to keep the Investment Account statements until he comes to receive them in person.
Article Twenty Three – Anti Money-Laundering:
23.1 As a result of the Company’s responsibilities under applicable Anti-Money Laundering regulations, the Company may suspend all transactions in the account where it, at its sole discretion, considers that the personal information provided by the Client is no longer valid or up to date, or it otherwise considers it necessary to do so in order to comply with applicable regulations or instructions from regulators.
23.2 Company Correspondents may require information regarding the Client for anti-money laundering purposes. The Client hereby authorizes the Company to provide such information on his behalf to any Correspondent in whichever jurisdiction as may be required. Should a Correspondent require additional information regarding the Client for anti-money laundering purposes which is not available to the Company, then the Client hereby agrees to provide such information that the Company will deliver to the Correspondent.
23.3 The Client guarantees and undertakes not to participate in any money-laundering activities or financing of terrorism, and not to use the account or services offered to him by the Company for such purposes.
23.4 The Client acknowledges that he is fully responsible before the competent authorities for the funds deposited by him personally or by others in his account, whether with or without his knowledge. The Client also acknowledges that deposited funds were obtained through legitimate means and that he is responsible for their integrity and their non-use in suspect transactions.
Article Twenty Four - Suspension, Freezing and Closing the Accounts:
24.1 The Client agrees that if the Account is subject to any legal proceedings, the Company shall have the right, upon any instructions issued by the regulating authorities, to seize the credit amount or restrict the usage of the Account until any further instruction is issued in writing from the relevant authority, without any liability whatsoever for the Company.
24.2 The Client acknowledges that the Company shall have the right to suspend/freeze dealing on the Investment Account or restrict its dealing to deposit only, when any identification documents expire, until valid documents are received.
24.3 The Client acknowledges that the Company shall have the right to close the Account, if the Client provides the Company with any incorrect information, misuses the Account or excesses the intended purpose for opening the Account, without any justification.
Article Twenty Five – Capital Market Rules and Regulations:
The Client acknowledges that he has read, is aware of, and will keep himself updated with any future regulatory requirements and prohibitions set out in the Authority's laws or it's implementing regulations and the regulations issued by the Authority, including, but not limited to practices that involve manipulation or deceit as set out in the list of Market Conduct Regulations, and that he will not commit such infractions and will bear alone the legal and regulatory consequences resulting from carrying out any of those infractions.
Article Twenty six – Terms and Conditions for the Use of Electronic Channels:
26.1 The Company, at its sole discretion, provides various products and services via electronic channels, including but not limited to:
a) Internet websites.
b) Programs run on computers or other electronic devices.
c) Telephone, fax, IVR, and communication devices
d) Any other electronic technique by which the Company can offer its services.
26.2 The Client authorizes the Company to do the following:
a) Execute all the instructions it receives from the Client or User through Electronic Channels, In such a manner that the Company will have the right to act upon these instructions, without any objection whatsoever from the Client.
b) Respond to any inquiry made by the Client or User through Electronic Channels.
c) Record any financial transactions carried out via Electronic Channels against the Client’s Investment Account linked to the service.
26.3 The Client authorizes the Company to provide him with all notices and correspondences relating to the Electronic Channel services via e-mail and fax, this as well as his undertaking to take all precautionary measures to maintain the confidentiality of messages received by e-mail and fax. The Client shall be held responsible for any breach of this undertaking.
26.4 The Client acknowledges that his use of Electronic Channels indicates that he authorizes the Company to record all contacts and instructions, and the Client also accepts that such audio recordings be used as the only and conclusive evidence proving their content.
26.5 The Client acknowledges that services delivered through Electronic Channels are subject to certain fees, and he undertakes to pay such subscription and usage fees for Electronic Channels requested by him and agreed to by the Company from time to time. The Company reserves the right to modify these fees at any time when it deems appropriate, and will inform the Client in the event of any adjustments to these fees. The Client thereby authorizes the company to collect any fees due on any of his Investment Account(s).
26.6 Any system or other similar electronic device provided by the Company to the Client shall remain the property of the Company under all circumstances and at all times. The Client shall return such devices to the Company immediately when demanded by the Company and shall keep the device in the same condition as it was when he received it from the Company.
26.7 The Client may not sell, lease, or otherwise provide any service made available to him or obtained from the Company to any other party.
26.8 The Client acknowledges that he understands the technical shortcomings and restrictions related to the use of electronic services, and that the continuity and non-interruption of Electronic Channels depends on the employment of technology and the existing restrictions associated with its use, and therefore the Client exempts the Company from any liability in the event of not being able to use the services provided for any reason whatsoever.
26.9 The Client acknowledges the presence of risk of loss associated with investing in securities which arises as a result of trading through Electronic Channels and which are borne by him. These risks may include, but are not limited to, the following:
a. Communication between the Client and the Company through Electronic Channels may be vulnerable to interception by third parties. This may include and is not limited to the interception of messages, acts of fraud, identity theft and computer hacking.
b. By his use of Electronic Channels, the Client may be exposed to programs and systems belonging to other parties, such as computer viruses, malware and spyware that the Company has no control over and therefore cannot be held responsible for. Any conduct by any other party, such as negligence, fraud or omission with respect to information and sensitive data stored on the Client's computer, mobile phone or other electronic communications devices, including negligence in handling sensitive data by persons who use the Client’s computers, mobile phones or other electronic devices, whether that data is stored on computers, mobile phones or any other electronic devices, or printed or extracted in any other way.
26.10 The Client shall bear all responsibilities and consequences for the Company’s actions and use of any of the previously referred to means of communication, particularly any error from the source of instructions, it's communication, transfer, misunderstanding or misuse of such means by a third party. The Company shall not be held responsible in any way. Furthermore, the Company at its discretion, without any obligation, may ask the person giving instructions or notifications, to provide any data or other information needed to determine the identity of this person. However, the Company will not be responsible for the implementation or refusal to execute these instructions if it is satisfied or not satisfied of the identity of the person, or for any other reason. The Company is entitled to deduct the value of the amounts due and any other costs that may be required to execute those instructions from the Investment Account, in addition to other entitlements without the need to inform the Client in advance.
26.11 The Client acknowledges that the Company will not be responsible for any loss, direct or indirect for any reason. The Client will compensate the Company for any consequences, obligations, losses or expenses arising from any claims by third parties or supervisory boards, unless resulting from a breach by the Company. Furthermore, the Client alone will bear liability, financial burdens, costs or expenses resulting from the Company’s execution of any and all instructions.
26.12 The Company shall not be liable for any loss or damage, costs or expenses, incurred by the Client as a result of any breach of these terms and conditions. The Client shall be solely and fully responsible for all costs of communications, including telephone and internet charges, as well as any other costs resulting from the use of the Client of any means of communication to access the Electronic Channels.
26.13 Some of the Electronic Channels provided by the Company have optional features that make it possible for more than one User to access the Client’ accounts. The Client shall be responsible for establishing these subsidiary Users and give them the authority to access the service. The Client acknowledges that he alone is responsible for any ensuing consequences and releases the Company from any responsibility.
26.14 The Client has to make all possible efforts to make sure that the people accessing the Electronic Channels are the authorized persons only. The Client is responsible for safeguarding that none of the authorized Users of the Electronic Channels divulge account usernames and passwords to anyone else. The Client agrees not to hold the Company, its offices, subsidiaries, or employees responsible for any claim, loss, expense, or delay resulting from any instructions, request, inquiry or operations undertaken through Electronic Channels by any unauthorized person using the Client’s username and password. If the username and password is in fact leaked to anyone else, then the Client or User must inform the Company immediately and send an urgent written notice to that effect. In this case, the Client will be responsible for the following:
a) All the instructions and inquiries carried out by the Company based on the username or password until the Company receives a written signed notice from the Client requesting that they be invalidated.
b) The Client is solely responsible for maintaining the confidentiality of all data relating to his Investment Account(s) or instructions for payments, remittances and any other data that can be accessed and downloaded or stored in any computer or any other similar electronic device. The Client also affirms that in case the internet is used to access the Company's services, then he alone assumes full responsibility for any consequences arising from the unauthorized use or misuse by unauthorized parties even if it resulted in direct or indirect losses or damages to the Client or Company.
26.15 The Client agrees to fill out the forms prepared by the Company for such purposes with the information of the Users and the services that they are authorized to access through Electronic Channels. The Company undertakes to adhere to the instructions related to recording, modifying and canceling services provided to any User upon receipt of the relevant form signed by the Client.
26.16 The Client may cancel his or any other access of his Users’ to the Electronic Channels at any time by giving notice to the Company for cancellation. The Company can, at its sole discretion, cancel the Client and any User’s registration, at any time and without any notice or objection from the Client or User for any reason. The cancellation will not affect the responsibilities of the Client with respect to the instructions received and implemented until the date of cancellation.
26.17 The Company reserves the right to refuse, and for whatever reason:
a) Any application submitted by any Client or User for the provision of any or all Electronic Channels.
b) Any instructions or inquiries received from the Client and User via any or all Electronic Channels.
26.18 The Client is aware, understands and accepts that he does not and will not have the copyright nor any property rights over any software, monitors, or documents related to the Electronic Channels, nor to improve such software, monitors or documents. The Client may not and therefore must not allow Users or other persons to copy or amend any of the software, monitors or documents offered by the Company, nor to download or move electronic investment software from one personal computer (or any similar electronic device) to another personal computer (or any similar electronic device), or analyze, dismantle, reverse engineer, transform, translate, or distribute the Company’s programs and systems to any other party.
26.19 Any failure or delay by the Company in the exercise of any right, power or privilege does not in itself constitute a waiver of that right or any part thereof, and any exercise by the Company of any right, power or privilege will not prevent it from further exercising it or any other right or privilege in the future. Available rights and judicial measures will complement each other, and no rights or other judicial measures prescribed by law, order or instructions shall be excluded.
26.20 The Client agrees to abide by any regulations or procedures approved by the Company or any provider of information regarding the use of Electronic Channels.
26.21 The Company reserves the right to modify these terms and conditions of the Electronic Channels at any time and will inform the Client upon doing so. The continued use of Electronic Channels by the Client or User shall constitute acceptance by the Client of these amendments, and any request to change these terms and conditions by the Client must be approved in advance by the Company in writing. .
26.22 These terms and conditions will complement and are subject to the terms and conditions or agreements entered into or to be entered into and signed by the Client with the Company in the future. All and any of the Investment Account(s) with the Company shall be subject to these terms and conditions. The Client’s acceptance of its terms and conditions shall remain in effect until the date of receipt by the Company of a written notice signed by the Client stating his desire for cancellation or modification, after the last transaction has been executed, according to the instructions issued to the Company pursuant to this Agreement, upon the Company's collection of its value and any other expenses or commissions due to the transaction.
Article Twenty Seven – Right to Amend:
27.1 The Company has the right, at any time it deems appropriate, to make amendments to this Agreement. Any amendments shall be deemed valid after thirty (30) business days from the date of sending written notice to the Client informing him of such amendment, to his last address provided to the Company in writing.
Article Twenty Eight - Accuracy and Peremptory Nature of Company Records:
28.1 The Client acknowledges and agrees that the records, accounts and corporate documents shall be conclusive and binding on the Client in regards to any transactions, unless the Client proves otherwise. The Client further acknowledges that he recognizes and completely agrees that the Company's records, documents, account statements, telephone recordings and any other records shall be deemed as the peremptory and only evidence proving his transactions with the Company, the Company’s conduct and that of its Representatives in executing the instructions received.
Article Twenty Nine – Termination:
29.1 This Agreement may be terminated by the Client for any reason subject to no regulatory requirements preventing termination such as the existence of instructions for blocking the account and/or securities or there were financial obligations for the Company on the Client by giving thirty (30) business days prior notice in writing to the Company starting from the receipt of the notice by the Company , by registered mail or by visiting one of the Company’s offices,
29.2 This Agreement may be terminated by the Company for any reason at any time by giving thirty (30) business days prior notice to the Client sent to his last address registered with the Company.
29.3 Where termination occurs, the Company shall be entitled, at its sole discretion, to close and liquidate any outstanding transactions.
29.4 The Client shall remain liable for prompt settlement of all outstanding transactions, fees, charges and obligations related to all of the Services provided by the Company prior to termination. No penalty or other additional payment will be payable by the Client or Company in respect to the termination.
29.5 Upon termination and upon a request by the Client, the Company shall provide to the Client. within a reasonable time period from the date of such request. a written [record/statement] of all Client's monies and investments held by the Company pursuant to the terms of this Agreement.
29.6 Upon giving notice of termination of this Agreement, the Company shall freeze the Investment Account until it receives instructions from him regarding the disposition of investments.
29.7 the Client (Saudi national or nationals of GCC) acknowledge that after the elapse of (5) years from the date of freezing the investment account without providing the required information updates by the Client, and the investment account is not blocked and there are no securities and there are no financial obligations or any other restrictions, Riyad Capital has the right to terminate this agreement and transfer the cash balance in investment account to the Client’s bank account linked with the investment account and close all client’s accounts and portfolios in accordance to Laws and Regulations. .
29.8 Riyad Capital not permit the foreign who is residing in the Kingdom to close their investment accounts if their residence permits (Iqama) are expired, until such clients provided the renewed residence permits (Iqamah) or a final exit visa.
29.9 Upon the death, loss of eligibility, or bankruptcy of the Client based on a decision or court ruling, or written instructions by the heirs or successors of the Account holder, the Company will freeze the Client's Investment Account(s) and suspend its dealing until the heirs, legal custodians, trustees, or liquidators are officially determined and authorized to take possession of the Client’s monies by the competent court.
29.10 The Client acknowledges that all instructions issued by him are binding to his successors,
assignees, heirs and representatives.
Article Thirty – Complaints and Reporting:
30.1 The Client may submit complaints or observations through any of the following means:
a) Visiting any of the Company’s branches
b) Emailing through the Company's website: www.riyadcapital.com
c) Calling the Company’s toll-free number 920012299
30.2 The Client must immediately inform the Company if he becomes aware of or has doubts about a breach in the security of his username or password, in order to enable the Company to take immediate action to protect his accounts. The telephone is the fastest method by which to notify the Company that there might be someone who is using the Client’s username and password without permission. The Client assumes responsibility for the consequences of the security breach, which include the loss of any and/ or all funds and any and/ or all securities in his Account. The Company shall not be held liable for any instructions carried out before it has been informed and/ or has received and accepted a clear and accurate notice from the Client.
Article Thirty One – Language:
31.1 This Agreement has been drafted in both Arabic and English. The Company and the Client hereby agree that the Arabic text will generally govern and will be used to clarify any ambiguity in the English text or to resolve any disagreement as to the meaning of the terms and conditions of this Agreement.
Article Thirty Two – Governing Law and Jurisdiction:
32.1 These terms and conditions shall be governed by the Laws and Regulations of the Kingdom of Saudi Arabia.
32.2 The Parties agree to abide by the peremptory decisions of the Committee for the Resolution of Securities Disputes or other competent litigation avenues in the Kingdom of Saudi Arabia in case of a dispute arising pertaining to this Agreement.
I, the Client, hereby accept and acknowledge being fully bound by this Agreement and its contents, including its conditions, rules, and procedures relating to all dealings with the Company, inclusive of those pertaining to various accounts, transactions, documents, forms, addendums, and requests that were signed. I affirm that all data and information provided by me are true and valid, and I take full responsibility for any error, difference or omission. This information, along with all other attached documents, including the Investment Account Agreement and other contracts with the Company are considered one indivisible whole. I undertake and recognize my obligation to notify the Company in writing of any change or amendment that may later occur as soon as it occurs.