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Appendix1: Trading Terms and Conditions
Article 1: Preamble
This appendix and other attached appendices and documents shall be considered an integral part of the Account Opening Agreement.
This document supersedes any previous agreement between both parties on the same subject matter, but does not supersede any specific agreements in relation to any particular service.
Article 2: Definitions
Account Opening Agreement:
The Account Opening Agreement for Trading in Securities made between the Company and the Client.
Emirates Securities & Commodities Authority.
Al Ramz Capital, LLC, a company existing in the United Arab Emirates under license number CN-1025353, having its place of business at 22nd Floor, Sky Tower, Al Reem Island, Abu Dhabi, United Arab Emirates.
A person or entity that has executed the Account Opening Agreement.
Federal Law No.4 of 2000 concerning the Emirates Securities & Commodities Authority and Market, as amended.
Regulations issued under the Authority’s Board Decision No. (66) of 2007, (67) of 2007, (17) of 2010 and (27) of 2014 concerning the brokerage in securities regulations, as amended.
Any stock exchange market licensed by the Authority, and through which the sale and purchase transactions of securities are executed.
The shares, bonds, and debentures issued by joint stock companies as well as the bonds and debentures issued by the Federal Government, Local Governments, Public Authorities and Corporations in the United Arab Emirates, and any other local or foreign financial instruments approved by the Authority.
The special identification number given to the Client by the Market.
The sale and purchase transactions performed on Securities in the Market.
The Client’s trading account held with the Company and through which Securities are traded.
Trading through the Online Trading System.
Online Trading System:
The Company’s website and/ or smartphones application.
Any person that holds significant internal information related to a listed company, whether that person is from inside the company such as the board, managing director, management and employees; or from outside the company and has access to such information.
Article 3: Client on-boarding
The Company is committed to and complies with relevant applicable laws in relation to the prohibition and combating of money laundering and know-your-customer. In this connection, the Company requires the completion of all compliance and account opening requirements and requires sufficient client details and information. The Company will not commence business with a client unless all on-boarding procedures are complete. The Company retains full discretion to approve or decline applications and to cease business with a person at any time.
Article 4: Statement of Risks
1.The Client agrees and acknowledges that Trading in Securities involves several risks, which may cause the Client to lose its invested capital or part there of as the rates of Securities are not only subject to increase but also to decrease at a major rate which may cause the Client to suffer losses due to such changes in the prices. Furthermore, the Securities liquidation process through sale may become difficult due to decrease of the demand there on, in addition to many other risks the Client may be exposed to.
2. In addition, the Client agrees and acknowledges that any opinion or view provided by the Company to the Client regarding an expected outcome of a particular Trade shall not in any manner be construed by the Client as a guarantee for such expected outcome and that notwithstanding any such view and or opinion, all Trades shall be executed at the sole risk and responsibility of the Client.
3. For purposes hereof, the Client acknowledges that all Trading orders issued or to be issued to the Company from time to time shall have been issued by the Client based on its own sole judgment of risks and expected outcome and in doing so, shall not have taken into account any view and or opinion expressed by the Company.
4. The Client agrees that in the event it places reliance on any view and or opinion expressed by the Company in respect of risks and or an expected outcome of a Trade, it shall in respect of such reliance, release the Company from any and all liability in respect of any damages, losses, costs, expenses, charges, fees and other similar imposts incurred and or suffered by the Client.
5. In light of the above and given that the Client understands the foregoing provisions in full, the Client agrees and undertakes to ensure that it shall not initiate claims, litigation or other legal proceedings against the Company and irrevocably releases it entirely from any such prospective causes of action.
Article 5: Company’s Rights
The Company shall be entitled under this Agreement to:
1. Receive the monetary consideration for the purchase transactions before executing any purchase orders and at the latest before the settlement date.
2. Receive the commission prescribed for execution of the trading transactions in accordance with the applicable regulations and resolutions.
3. After notifying the Client through one of his/her/its agreed communication channels as per the account opening agreement, the Company may amend the fees and commissions.
4. Receiving a fee of AED 10 for every additional copy of the documents, or for issuing new cheques instead of lost or expired cheques.
5. Selling Securities that have been already purchased by the Company on behalf of and for account of the Client if the Client fails to make any due payments with respect to these Securities, and within the limits that are sufficient to pay the Company’s dues, in accordance with the following:
a) Notifying the Client through one of the agreed communication methods as per the account opening form, that in the event of non-payment, the Securities shall be sold within two working days as of the date of receipt of the notice, provided that the notice includes the details of the executed purchase and the amounts due for purchase and payable fees and commissions.
b) Obtaining approval of the financial market before making the sale, after expiration of the period referred to in paragraph (a) of this clause.
c) In the event the sale proceeds are not sufficient to settle the amounts due to the Company; the Company reserves the right to claim the remaining amounts and compensation in addition to 20% late fees per annum from the maturity date of the debt until full repayment.
6. Settle any debit balances that appear in the Client’s account as a result of executing any purchase transactions on any stock market by using credit balance in his/her/its accounts with the Company.
7. Check statements for the Client’s bank account used for purposes of Trading prior to implementing and or executing any order received that the Client’s bank account has sufficient funds to execute and or implement the Trading sought by the Client pursuant to the orders made with the Company.
8. In addition to the above, the company shall at all times be entitled to record phone calls and other conversations between the Client and employees and/or officers of the Company that are made in connection with the Client’s relationship with the Company.
Article 6: The Company’s Obligations
The Company agrees and undertakes to:
1. Exert the diligence of a prudent person in its dealings and comply with the provisions of law and regulations issued in implementation thereof, and to always comply with the conditions and rules based on which the license was issued, and with the commercial customs, principles of honesty, justice and equality and to protect the Client’s interests.
2. Always act with honesty and integrity in serving the Client’s interest, and to refrain from any action which may prejudice the Client or other brokers or the Market, such as providing a misleading or incorrect image of the Securities rates or their trade volume.
3. Enter the sale and purchase orders into the trading system as soon as it receives such orders from the Client, provided that this shall be carried out as per the order of receipt of such orders.
4. Add the proceeds of the Securities sell transactions to the Client’s account on the same date of settlement of the transaction according to the rules set out by the Market or according to the Agreement.
5. Immediately notify the Client through one of the means of notification agreed upon in the Account Opening Agreement, of the Trading transactions executed by it on the Client’s account.
6. Maintain and operate effective organisational and administrative arrangements to prevent conflicts of interests from adversely affecting the interests of its clients (including, where applicable “Chinese Walls”).
7. Not execute any sale transactions except after ensuring that the seller is the owner of the Securities.
8. Provide the Client with a detailed monthly statement.
9. Maintain confidentiality of all data related to the Client and which was obtained pursuant to this Agreement, without prejudice to the Company’s duty to disclose the said information according to the applicable laws and regulations.
10. Any funds held by the Company on client’s behalf will be subject to the protection conferred by the Authority’s regulations, and as a consequence, will be held separately from funds belonging to the Company or other clients.
11. Maintain data pertaining to the orders and the relationship with the Client, including emails, instructions and order forms, confirmations and recordings of phone calls with the Client. In respect thereof, the Client shall at all times be entitled at its own cost and expense to obtain copies of such data.
Article 7: The Client’s rights
The Client is entitled under this Agreement to the following:
1. Issue “sell” and “buy” orders to the Company, and the Company may not execute any Trading transactions without an order from the Client for this purpose, except in the events where the applicable laws and regulations permit such transactions according to the provisions of this Agreement.
Notwithstanding the foregoing, the Client agrees and acknowledges that the Company shall at all times be entitled to consider each order issued by the Client to have been issued with the due and necessary authorization of the Client and shall not be obliged to verify the authenticity of such order prior to execution and or implementation thereof. Furthermore, the Company shall not in any manner whatsoever be responsible for any losses, damages, costs, fees, charges or other similar imposts incurred and or suffered by the Client arising out of an order for Trading that is issued fraudulently or in error or is otherwise distorted or altered as a result of communication.
2. Amend or cancel any “sell” or “buy” orders issued to the Company as long as such orders have not been processed in the trading system and provided that the Company is able to cancel or amend the same.
3. The Client shall be notified by any means of notification agreed upon in the Account Opening Form of the transactions executed at on their account as soon as such transactions are executed. The Client may also, within two business days from the date of notification object to any transaction by way of notifying the Company and providing sufficient explanation through the same means of any mistake or objection to the transactions executed on their account.
4. Request, at any time, a detailed statement of account or a statement showing his/her/its account balance. In any event, the Company shall provide such statements on a quarterly basis to the Client. If upon issuance of such a statement, the contents thereof are not objected to by the Client within five (5) working days of receipt, the contents thereof shall be treated as conclusive evidence of the account position in respect of the Client.
Article 8: The Client’s Obligations
The Client agrees and undertakes that it shall:
1. Provide to the Company prior to making any request for execution of a Trade the Investor Number issued to the Client.
2. Ensure that the bank account to be used for purposes of Trading is adequately and sufficient funded for execution and or implementing of the orders issued by the Client from time to time. The Client further agrees and acknowledges that the Company shall be under no obligation to make periodic checks to ensure adequacy and sufficiency of funds in such bank account. In the event that an order is issued by the Client but the funds in the bank account are not adequate and or sufficient, then the Company shall be entitled to cease, without any prior notice to the Client, from executing and or implementing such order.
3. Furnish such information from time to time as the Company may deem to be required for purposes of its compliance with applicable law, including information required to verify the Client’s identity in accordance with the Authority's anti-money laundering and terrorist financing laws and to verify that information provided by the Client are and continue to be true, correct and complete.
4. Provide all documents and information to update the information held by the Company in relation to the Client on an annual basis or otherwise whenever changes occur to such information. In the event that the Client fails to provide adequate information/documents as required, the Company shall be entitled to, without prior notice to the Client, halt provision of all services to the Client.
5. Ensure that it shall notify the Company promptly and without delay upon the occurrence of any of the following: (a) the Client issued an order to the Company, the receipt of which was not confirmed by the Company within two (2) business days therefrom; (b) if the Client becomes aware of a purported order having been executed and or implemented, which order was not actually issued by the Client; (c) the Client has revoked any authorizations granted to any of its representatives for dealing with the Company on its behalf.
6.Indemnify the Company and keep it indemnified from and against any and all losses, damages, costs, fees, charges, expenses and other similar imposts that it may suffer and or incur as a result of the Client breaching the terms contained herein or contained elsewhere in connection with its relationship with the Company.
7. Settle the values of all Securities purchase transactions and the commissions plus any other fees and/ or expenses within the limits of the provisions of law, decisions or regulations issued in this respect and in accordance with the provisions of this Agreement. Moreover, the Client shall agree that the Company may deduct such commissions, fees and/ or expenses from his/her/its account held with the Company without the need for any consent from the Client.
8. Authorize the Company – under this Agreement – to disclose any information which may be requested by the Authority, the Markets or any entities entrusted with the implementation of the laws in the UAE in relation to the Client and/or any of its dealings.
9. Declare that he/she/it is the sole beneficiary of the funds/assets invested with or through the Company. If he/she/it is a representative for others in the intended investment, he/she/it shall declare that the names provided in the section of “Information of the Real Beneficiary of Account” in the account opening form are the beneficial owners/owners of the assets placed with the Company and undertakes to inform the Company immediately in case of any changes.
10. Notify the Company immediately and without delay if the Client becomes a politically exposed person. For purposes hereof, the term ‘politically exposed person’ means any person directly related to a person that assumes or has assumed politically prominent position whether in the United Arab Emirates or in a foreign country.
11. Notify the Company of any material conflicting interests he/she/it may be aware of, including employees, their associates, friends or family connected with the Company’s Group or any brokers and exchanges through which it conducts business.
12. Disclose his/her/its executive position, insider status and or membership in the Board of Directors of the companies listed in the UAE before making any transaction; and that he/she/it will keep the Company updated of any changes in his/her/its membership or holding of Board Membership(s), execution position or insider position(s), in any UAE shareholding company immediately.
13. Observe all applicable laws in relation to market abuse, insider trading and other standards of good behavior as stipulated in applicable markets.
14.The Client hereby undertakes to abide by all the laws applicable in the UAE, in addition to the decisions and regulations issued by the Authority and the Market. The Client shall be liable to pay the Company immediately for all fines and penalties imposed on the Company by the regulators as a direct or indirect result of the acts or omissions of the Client including, without limitation, for regulatory breaches.
15. Where a client appoints and uses custodians to hold cash or securities on its behalf, the client shall provide the details of the custodian to the Company and the Company shall liaise with such custodian for the settlement of transactions.
Article 9: Disclaimer
The Company shall not be liable for any delay or non- execution of ordersin the following cases:
1. Force majeure; failure in power, telephone, fax or internet lines, problems with Company’s internet securities Trading System, earthquake, floods, fire, natural disasters, acts of God, civil war, terrorist acts, labor strikes. However, the affected party should take the necessary actions to reduce the effect of the event of force majeure.
2. The Market refuses to execute the order for many reasons including suspension of the stock or due to restrictions against some nationalities.
3. In case of insufficient funds in the Client’s account.
4. In the event that the Client issues multiple orders for Trading, such orders shall subject to the terms hereof be implemented and or executed on a first come first served basis.
5. The Company is not liable for the acts any third party including the Market.
6. The Company has the right to reject any order in case that order violates the articles of association of the Company issuing that stock. The Client should indemnify the Company for any losses/damages incurred due to the execution of such orders save that the Company is not aware of the restrictions imposed on such transactions.
7. In cases where the Company exceeds the limits set for trading transactions by the Market.
Article 10: General
1. The Client acknowledges that all documents and information submitted by him/her/it are legally valid and that the sources of the funds they are dealing with through the Company are all legitimate and do not violate the laws of the Central Bank of the UAE regarding money laundering and the financing of terrorism.
2. The Company will not provide investment, legal, tax or other advice or recommendation. Client must make its own independent decision as to whether to enter into a transaction and whether that transaction is appropriate or proper for it based upon its own judgment. Client should not rely on any communication (written or oral) by the Company in this respect.
3. The Company may refuse to execute an instruction if it concludes (in its sole discretion) that the transaction is, or may be considered, not in compliance with any applicable law, rule or regulation, code of practice provided that the Company shall promptly inform the client if possible when any instruction is refused for this reason.
4. Complaints: Any objection or complaint by the Client shall be addressed to the Customer service department attention of the "Customer Service Officer'' via the following email email@example.com.
5. The Client acknowledges that in case of depositing cash or cheques for the account of the Company in foreign currencies, the Company takes no responsibility for the fluctuations of exchange rate of these currencies, knowing that these accounts shall be subject to all applicable cash rules and instructions.
6. Nothing in the Client’s agreement shall be deemed to constitute a joint venture or partnership between the Company and the Client.
7. All fees and expenses payable by the client pursuant to this Agreement must be paid together with value added tax or any similar tax (if any) properly chargeable thereon in any jurisdiction.
Article 11: Amendments and additions
The company reserves the right to update, change or replace any part of these Terms and Conditions by posting the updates and/or changes on our website every quarter.
Article 12: Termination
This Agreement shall be terminated if:
1. If both Parties agree in writing to do so.
2. If one of the Parties desires to terminate this Agreement, provided that the party wishing to terminate sends a notice in writing to the other party at least 5 days prior to the intended date of termination and fulfillment of all rights and obligations arising upon execution of the Agreement.
3. If the Client violates any of its obligations under this agreement and does not repair this defect within a maximum of (5) working days, the Company may terminate this contract and claim for all due amounts with the delay and damage and the delay penalty at 20% annually from maturity until full repayment.
4. In all cases, termination of this Agreement shall not affect any rights and obligations arising prior to such termination, more particularly with respect to any fees or commissions due to the Company, and for such purpose the Agreement shall remain in full force and effect between the two parties until settlement of such rights and obligations after such time it shall be considered terminated without need for any court notice or other legal proceedings.
Article 13: Interpretation & Solving Disputes
This Agreement and all rights and obligations of the Parties resulting therefrom shall be construed in accordance with the laws and regulations in force in the United Arab Emirates. Any dispute arising between the parties here to shall be settled through amicable means. In case the parties do not reach an amicable solution within (7) working days, such dispute shall be settled by the competent courts in the UAE. The Parties irrevocably agree that the courts of Abu Dhabi shall have jurisdiction to determine the enforcement of, and any dispute arising out of or in connection with this Agreement.