Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
TERMS OF BUSINESS AGREEMENT
This Agreement is entered into by and between:
(1) Derayah Financial Company, a joint stock company, with
commercial registration number 1010266977, authorized by
the Saudi Capital Market Authority (hereinafter the "CMA"),
pursuant to its license no. 27-08109, and having its registered
office is P.O.Box 286546 Riyadh 11323, Kingdom of Saudi
Arabia (hereinafter referred to as "DERAYAH" or "Company"
or "we" or "us"); and
(2) The Client individual whose name is indicated in
Annexure 1 (hereinafter referred to as the "Client" or "you").
DERAYAH is authorised and regulated by the Capital Market
Authority to conduct securities business in the Kingdom of
Saudi Arabia.
DERAYAH and the Client (the “Parties”) have agreed upon the
following:
1. Scope and Commencement
These Terms of Business between the Client and DERAYAH
form an agreement between the Parties (the "Agreement" or
these “Terms of Business”) and govern the services provided
by DERAYAH pursuant to this Agreement. The terms of this
Agreement and the terms of any other agreement between
the Parties (see Clause 2 below) shall govern any Investment
Account (as defined in Clause 7.1(a)) opened on a Client’s
behalf and all its operations.
These Terms of Business shall constitute a legally binding
document which will govern the basis on which the Company
will provide the services contemplated herein to the Client
and apply to each transaction that is entered into between
the Company and the Client and shall be effective once a
copy has been executed by you and provided to us or upon
acceptance of these Terms of Business by any electronic
means approved by DERAYAH.
References to this Agreement shall mean these Terms of
Business, including the Annexures attached hereto, as
amended or supplemented from time to time.
2. Other Product Agreements
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
The Client and DERAYAH may from time to time enter into
one or more other agreements for the provision of services in
relation to securities or investments. The terms of this
Agreement shall govern the relationship between DERAYAH
and the Client in respect of the operation of the Client’s
Investment Account(s) with DERAYAH and provision of
execution only (dealing) services. Other agreements
("Product Agreements") may govern the provision by
DERAYAH of other services to the Client. In the event of a
conflict between the terms of this Agreement and the terms
of the Product Agreement shall prevail, subject always to
compliance with all applicable CMA regulations.
3. Client Classification
Unless agreed otherwise in writing, DERAYAH shall treat you
for the purposes of all services which we provide to you, as a
Retail Client within the meaning of the Capital Market
Institution Regulations issued by the CMA and as
communicated to you in writing.
Your classification has been determined on the basis of the
information provided by you, a copy of which is attached to
this Agreement and constitutes part of the Agreement. You
may be subject to further classification by us, where we
determine, in our sole discretion that you no longer fall
within the definition of Retail Client.
The Client acknowledges that we may be required by law, the
CMA, and/or other relevant regulatory agencies, authorities
or exchanges to perform or refrain from certain acts or report
or disclose details of transactions effected with or for a Client
or any other matters. In particular, disclosure and reporting
obligations may arise under the Implementing Regulations
issued by the CMA pursuant to the Capital Market Law
including, without limitation, the Capital Market Institution
Regulations. The Client authorises us to do or refrain from
such acts, and consents to such reporting or disclosure.
4. Restrictions
4-1. Unless we permit you, in our sole discretion, to place
orders in respect of investments held outside the Kingdom of
Saudi Arabia, our services will be limited to orders in respect
of securities listed on the Saudi Exchange and other MENA
markets and the Investment Accounts and Investment
Portfolio (as defined in Clause 7.1(d) (together, the "Client
Accounts") shall only be used for such purposes.
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
4-2. The Client shall not submit orders in respect of any
transaction which is in breach of applicable law in the
Kingdom of Saudi Arabia from time to time, including Capital
Market Regulations or, in the case of an order we permit for
Investments located outside of the Kingdom of Saudi Arabia,
applicable laws in the relevant jurisdiction from time to time.
5. Services
5-1. DERAYAH will provide the Client the following
services:
(a) Execution only transactions ("dealing") which is limited
to receiving orders and executing transactions on a Client’s
behalf, where dealing is as defined in the Securities Business
Regulations issued by the CMA);
(b) Custody services (either directly or through the
utilization of third-party custodians), where any such custody
services provided by us (including through a subcustodian) in
our capacity as a custodian from time to time in respect of
assets in the Kingdom of Saudi Arabia, including in respect of
corporate actions regarding the Client’s investments, shall be
governed by separate terms and conditions governing such
services, and such terms and conditions shall be in
accordance with the applicable requirements of the Capital
Market Institutions Regulations;
(c) Clearing services – in accordance with the provisions of
Article 24 of the Securities Clearance Center applicable law
but subject to the terms of a separate Clearing Services
Agreement; and
(d) Securities selling and buying on a principal basis – in
accordance with the provisions of Article 17 of this
Agreement.
5-2. DERAYAH will deal on an execution-only basis and will
not advise on the merits of particular transactions. The Client
shall be fully and solely responsible for any decision to enter
into a transaction and the consequences thereof to the
exclusion of DERAYAH.
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
5-3. DERAYAH may offer the Client the opportunity to
invest in investment funds established by it or by third-parties
and the Client acknowledges that each fund will be offered
pursuant its own specific terms and conditions and that any
investment will be made subject to such terms and
conditions. The Client understands and accepts that any third
party provider of an investment fund shall act as an
independent contractor, not as an agent of DERAYAH, and
DERAYAH shall not be liable or responsible for any act or
omission by any such party nor shall DERAYAH be responsible
for any losses, damages, liabilities or expenses incurred by
the Client as a result of the failure of any such party to
perform their functions and/or obligations correctly,
accurately or within the customary or requisite time, or from
the insolvency of any such party.
6. Execution Only Services
6-1. We shall provide execution only services on the basis
that you have not appointed a Custodian and do not
otherwise require custody services, but require DERAYAH to
operate and control your Client Accounts and be responsible
for the settlement of purchase and sale trades undertaken by
DERAYAH on your account.
6-2. DERAYAH is entitled to take any action or to refuse
to take any action which DERAYAH, in its absolute discretion,
regards as necessary for DERAYAH to comply with applicable
law. The Client agrees when instructing DERAYAH to adhere
to applicable law as required by DERAYAH to enable
DERAYAH to fulfil the obligations imposed on DERAYAH by
applicable law.
6-3. DERAYAH is not acting under this Agreement as
investment manager or investment adviser to the Client(s),
and responsibility for decisions related to the selection,
acquisition and disposal of the securities remains with the
Client at all times and DERAYAH is not responsible for the
risks associated with securities bought and sold by the
Client(s).
6-4. DERAYAH is under no duty or obligation to the Client
to maintain insurance in respect of any risk arising in relation
to the securities or cash or its obligations under this
Agreement.
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
6-5. To the extent provided as part of a trading system or in
the placing of any orders, DERAYAH will endeavour to provide
accurate market information, such as security prices, to the
Client via the relevant trading system. However, DERAYAH
does not warrant the accuracy completeness, timeliness or
correct sequencing of such information. Any use of or
reliance on any such information provided via the trading
system or otherwise will be at the Client’s own risk and
neither DERAYAH nor any third party provider will be liable in
any way for any inaccurate, incomplete or out of date
information or any decision made or action taken by the
Client relying upon such information, commentary or
analysis.
6-6. In particular, the Client acknowledge and agree that
security price information (and other market information we
provide) which the Client may use in connection with placing
an order may change from the time at which the information
was given to the Client to when the order is placed or
executed and as such a market order may be executed as a
different price to the price provided to the Client at the time
of the order.
6-7. The Client hereby acknowledges that where DERAYAH
is subject to trading limits imposed by an exchange, clearing
system or any member of a clearing system, DERAYAH shall
not be liable for any loss suffered by the Client as a result of
any order not being executed by reason of breach of any such
trading limit.
7. Client Accounts
7-1. If DERAYAH is satisfied with all information provided by
the Client (including all the requirements of the "Know-Your-
Customer" form), and if the Client has satisfied all other
requirements of DERAYAH, DERAYAH shall open an
"Investment Account" for the Client, subject to all applicable
regulatory requirements, to allow the Client to receive
execution only brokerage services. For this purpose, an
"Investment Account" is an accounting record created by
DERAYAH of client money deposited in a client account to
fund the Client's transactions in respect of Client's
Investments.
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
7-2. We will hold the Client’s cash in a client account with
such licensed bank in the Kingdom of Saudi Arabia as we may
notify the Client of from time to time with 30 calendar days'
notice. You hereby authorise us and consent to share all
relevant information provided to us to with such bank in
respect of the opening and operation of such Investment
Accounts and to operate the Investment Accounts on the
Client’s behalf in relation to any transaction, in accordance
with this Agreement.
7-3. The Client shall, from time to time, ensure that the
relevant funds are maintained in the Client’s Investment
Accounts as required in respect of the Client’s orders and the
Client hereby understands and acknowledges that the
Investment Accounts shall only be used for the purposes of
transactions.
7-4. Upon the Client’s instruction and commencement of
orders, we shall open and maintain one or more investment
portfolios containing details of the securities held in the
Client’s name at the Depositary and Settlement System from
time to time (the “Investment Portfolio”) for the purpose of
our securities services under this Agreement, but we
undertake no responsibility for the accuracy of the records
from the Securities Depository Centre Company's (Edaa) (the
“Securities Depository Centre”) used to update the
Investment Portfolio.
7-5. The Client may instruct us to transfer any securities
held in Client’s Investment Portfolio to another bank or
financial institution designated by the Client, such as a
Custodian, or sell such securities in the market by placing the
relevant order subject to (i) DERAYAH determining, at its sole
discretion, that the Client has settled any and all of the
Client’s liabilities and obligations owed to DERAYAH
(howsoever described and arising) and (ii) compliance with
any formalities pertaining to such transfer including but not
limited to the validity of such instruction. The Client agrees to
provide us with all information as we may require from time
to time in respect of the opening or maintenance of the Client
Accounts, including all documents we may need from time to
time to operate the Investment Account, and that our
services may be terminated should the Client not provide
such information or documents.
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
7-6. The Client consents that we may deduct, debit, set-
off, freeze or block any amounts held in the Client’s
Investment Accounts from time to time against amount due
to us in respect of amounts required for the completion of
transactions, fees, charges, commissions or other costs
incurred by us, including amounts due in respect of taxes. The
Client also agrees that, in the event of insufficient funds in
the Investment Accounts, we have the right to deduct, sell,
freeze or block Investments in the Client’s account in order to
settle any such financial obligations due from the Client and
the Client hereby makes an irrevocable order for the sale of
such Investments for such purposes, and consents that we
may take such action to use the Client’s assets, pursuant to
Article 82(d) of the Capital Market Institution Regulations, to
realise value from the Client’s Investments without prior
notification and the terms available to us in the market at the
relevant time.
7-7. We may, if so required by applicable laws or the CMA
or otherwise, retain amounts, freeze or suspend activity in
the Client Accounts, or instruct the relevant bank to do so.
The Client will have no right to disclosure of the details of the
detention of freezing or right to take action against us in such
circumstances. In particular, we have the right to freeze or
suspend activity in the Client Accounts in the event that the
information in the Know Your Customer form, or other
information required by us in accordance with applicable
laws, is not updated as required in this Agreement or the
Client’s status as a GCC National (as applicable) no longer
applies.
8. DELEGATION
8-1. Where the Client requires DERAYAH to provide
execution only services in other jurisdictions, DERAYAH is
hereby authorised by the Client to delegate any of its duties
under this Agreement to such agents, sub-contractors, sub-
brokers or any sub-delegate ("Delegates") as maybe selected
by DERAYAH on the following basis:
(a) DERAYAH will exercise due skill, care and diligence in the
selection, appointment and periodic review of its Delegates
(other than stock exchanges or clearing systems) in
accordance with the standard of reasonable care that would
have been exercised by a prudent and internationally
recognized professional broker;
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
(b) DERAYAH may delegate any of its duties to a sub-broker
(a "Sub-Broker") (who may be an Affiliate of DERAYAH) in
accordance with the standard of reasonable care that would
have been exercised by a prudent and internationally
recognized professional broker to hold on such terms as such
Sub-Broker may require and subject to any applicable law in
the jurisdictions where the Sub-Broker is located;
(c) DERAYAH may notify the Client of all Sub-Brokers
appointed by DERAYAH;
(d) the extent of DERAYAH’s liability for the acts and
omissions of Delegates is set out in Clause 29.
For the purpose of this Agreement an Affiliate means a
person who controls another person or is controlled by that
other person, or who is under common control with that
person by a third person. In any of the preceding, control
could be direct or indirect. Control means the ability to
influence the actions or decisions of another person through,
whether directly or indirectly, alone or with a relative or
affiliate (a) holding 30% or more of the voting rights in a
person, or (b) having the right to appoint 30% or more of the
members of the governing body; “controller” shall be
construed accordingly.
DERAYAH or any Sub-Broker (and their respective agents or
other delegates) may hold securities with a clearing system
which is mandated by applicable law in the jurisdiction in
which the securities are traded or which it otherwise
considers to be appropriate, and accordingly reflect the same
positions in the Investment Portfolio of the Client with
DERAYAH.
The Client acknowledges that where DERAYAH delegates its
responsibilities under this Agreement to a Sub-Broker, the
trading, settlement, legal and regulatory requirements in the
relevant overseas jurisdictions may be different from those in
the Kingdom of Saudi Arabia and there may be different
practices for the separate identification of securities.
DERAYAH does not currently operate itself in all jurisdictions
where the Client may trade in securities. The current list of
Jurisdictions in which DERAYAH has arrangements in place for
a sub broker network shall be notified to you in writing from
time to time.
9. SETTLEMENT, INCOME, AND CORPORATE ACTIONS
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
9-1. Before transmitting any order on the Client’s behalf,
DERAYAH is required under applicable law to ensure that all
necessary steps have been taken to meet the conditions for
final settlement, which includes ensuring that the Client has
sufficient securities on account before transmitting a sell
order and that the Client has sufficient cash before
transmitting a buy order, in each case on the Client’s behalf.
Accordingly, the Client hereby confirms that:
(a) Prior to instructing DERAYAH to transmit a sell order, the
Client shall have actual ownership and sufficient securities on
account not merely anticipated ownership through future
purchases; and
(b) prior to instructing DERAYAH to transmit a buy order the
Client shall have sufficient cash to prior to settlement to meet
cash requirements upon settlement;
(c) the Client shall be liable for and responsible for
compensating DERAYAH for any real incurred losses arising
out of a settlement failure, including any costs in relation to
steps taken or required to be taken to remedy the settlement
failure, such as buy ins or securities selling and buying, or late
settlement fees, or mandatory cash compensation payments
or other penalties.
9-2. If there is insufficient relevant securities and cash to
enable DERAYAH to settle any such outstanding transactions
or liability, DERAYAH shall be entitled to decline to settle such
outstanding transactions and/or to cancel unexecuted
Instructions received by DERAYAH in relation thereto, and
DERAYAH shall notify you of such decision as soon as
reasonably practicable.
9-3. DERAYAH shall effect settlement of any transaction in
accordance with applicable law and market practice in the
jurisdiction or market in which the transaction is settled. The
Client acknowledges that settlement of securities in some
jurisdictions or markets does not occur on a delivery against
payment basis.
9-4. DERAYAH will collect and process any dividends and
other entitlements accruing to the Client in respect of its
investments ("Income") for the Client and may deduct from
such Income received such sums on account of tax which
DERAYAH is required to deduct or withhold or for which
DERAYAH is liable or accountable under applicable law.
Income will be credited to the relevant Investment Account
or Investment Portfolio in the name of the Client on the date
of actual receipt of cleared funds.
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
9-5. All entries relating to the settlement of transactions
and to income shall be regarded as provisional until such time
as they can no longer be adjusted by DERAYAH, a Sub-Broker,
clearing system, issuer of the relevant securities, relevant
third party or otherwise.
9-6. DERAYAH undertakes to use reasonable efforts to
provide the Client in a timely manner with all publicly
available information which is received by DERAYAH relating
to any mandatory or voluntary corporate action (including,
without limitation, take-overs, other offers or capital
reorganizations and the exercise of conversion and
subscription rights relating to the securities to which the
Client is entitled) ("Corporate Actions"), Income or voting
rights in respect of the Securities. DERAYAH accepts no
responsibility for the accuracy or completeness of any such
information provided to the Client by DERAYAH.
9-7. DERAYAH undertakes to use reasonable efforts to
send, and to procure that Sub- Brokers send, such
documentation and/or other communications as are
necessary for the Client to obtain the benefit of Corporate
Actions, provided that DERAYAH has received Instructions in
sufficient time for it to do so.
9-8. Entitlements to shares and any other benefits
including cash proceeds arising from Corporate Actions will
be distributed, on a best efforts basis rather than as being
part of Services, based on clearing system calculations in this
regard, amongst the clients for whom DERAYAH holds the
Securities which have been pooled in the same proportions as
the respective holdings of clients of DERAYAH who have given
identical instructions (which will be deemed to have been
given in the case of mandatory Corporate Actions) in
connection with the relevant Corporate Action in relation to
their holdings of the pooled securities. If a distribution would
otherwise require the allocation of a fraction of an asset or
unit of currency to the Client, DERAYAH, based on clearing
system calculations in this regard, shall be entitled to credit to
the Investment Account an amount which DERAYAH
calculates to be the value of the fractional entitlement in lieu
of allocating such entitlement to the Client.
9-9. All voting rights in respect of the Securities will be
exercisable by the Client.
10. Research
10-1. DERAYAH may from time to time make available to
the Client investment-related information, research, advice
and recommendations, but DERAYAH shall be under no
obligation to do so.
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
10-2. The Client acknowledges that all information,
research, advice, or recommendations provided by DERAYAH
is prepared from, and based upon, sources that DERAYAH
believes to be reliable, but the accuracy of such sources and
the accuracy of DERAYAH’s inferences and conclusions drawn
therefrom cannot be guaranteed. In addition, any statements
made by DERAYAH reflect only DERAYAH’s information and
judgment at the date and time given and DERAYAH
undertakes no obligation to update earlier information or
advice. Moreover, information or advice provided to the
Client might not take account of research which is being
carried out for DERAYAH, its affiliated companies, market
makers or anything that may assist its or their own trading
activities, and might not be provided at the same time as it is
made available within DERAYAH or to other parties. The
Client further acknowledges that all general advice might not
take account of the particular goals and circumstances of the
Client. Accordingly, DERAYAH will bear no responsibility or
liability whatsoever under this Agreement for any
information, advice, recommendations or research provided
to the Client. The Client therefore acknowledges that it shall
conduct its own investigation and analysis of any such
information, before taking any investment decision in
reliance thereon.
10-3. Publications and reports containing investment
information, research advice and recommendations are
issued by DERAYAH for private distribution to the Client and
may not be reproduced, distributed or published by the Client
for any purpose, except with DERAYAH’s written consent.
11. FOREIGN EXCHANGE
11-1. DERAYAH shall effect brokerage-related spot foreign
exchange transactions for the Client through a licensed bank
at the relevant bank's prevailing rates of exchange on
instructions, where set out in this Agreement, or as DERAYAH
in its absolute discretion may think fit either before or after
termination of this Agreement.
11-2. The Client will only give instructions to DERAYAH to
effect foreign exchange transactions for proper commercial
purposes, such as in connection with the settlement of a
transaction, and not for investment or speculative purposes.
This Clause 11 applies solely to brokerage-related spot
foreign exchange transactions and not to forward contracts
and other foreign exchange derivative transactions.
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
11-3. All foreign currency exchange risk arising from any
transaction or from the compliance by DERAYAH with its
obligation or the exercise by it of its rights under this
Agreement shall be borne by the Client.
12. FEES AND EXPENSES
(a) DERAYAH's remuneration under this Agreement will be
DERAYAH's standard fees or commissions as published on its
website, or otherwise available in writing from DERAYAH
upon request by the Client, or as otherwise agreed from time
to time by written agreement between DERAYAH and the
Client. DERAYAH shall be entitled to deduct and withhold all
standard fees and expenses from Client Accounts which are
due to DERAYAH.
(b) The Client acknowledges that the Services provided to it
will also be subject to fees, commissions and charges
determined and/or levied by Sub-Brokers or by the Saudi
Exchange or a stock exchange in other jurisdictions and the
Client will bear such fees and commissions as applicable to
the Client’s transactions.
(c) Where any fees or expenses are invoiced the same will
be payable within 5 Business Days from the date an invoice is
sent and may be automatically debited to the relevant
Investment Accounts or any other account of the Client's with
DERAYAH if unpaid within 10 Business Days of the date of the
invoice. Where such account is in a different currency from
the currency in which the invoice is denominated, DERAYAH
may convert the amount due in accordance with Clause 11 of
this Agreement.
(d) The fees will not be reduced by, and DERAYAH may
retain any other remuneration or any profit received by
DERAYAH from any third party in connection with
transactions effected by DERAYAH for the Clients in which
DERAYAH or an Affiliate of DERAYAH has other interests to
which the provisions of Clause 28 apply.
(e) Where the Client requests services in a market for which
fees have not been agreed in advance, DERAYAH will apply
standard fees charged by DERAYAH in that market by the
relevant Sub-Broker or other Delegate (such fees are
available for any market on Client's written request to
DERAYAH).
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
(f) DERAYAH may share commissions or charges with Sub-
Brokers or other third parties, or receive remuneration from
them in respect of transactions carried out on your behalf.
Details of any such remuneration or sharing arrangements
will not be set out in the relevant contract note or advice but
can be made available to you on request or as per applicable
laws and regulations.
(g) All amounts payable by the Client are exclusive of value
added tax and, where value added tax is applicable, shall be
paid in addition to such amounts due to DERAYAH. Where
value added tax is due on our charges (including any
expenses) payable by the Client to DERAYAH, the Client shall
be responsible for such value added tax and shall pay such
value added tax to the relevant tax authorities or DERAYAH as
required by applicable law. References to “value added tax”
in this Clause include value added tax, sales tax, services tax,
goods and services tax and analogous taxes plus any charges
or penalties if relevant.
13. LIEN AND RIGHTS OF SET-OFF
13-1. In addition to any lien, rights of set-off and any other
rights to which DERAYAH may be entitled under any
applicable law, DERAYAH shall have a general lien over the
Client’s securities and cash in respect of all sums properly due
and payable to it by the Client (whether actual, contingent,
present or future) under the terms of this Agreement or
otherwise and in respect of all relevant financial obligations
or other obligations of any kind owed to DERAYAH (whether
in its capacity as broker or otherwise) or to any of its Affiliates
by the Client, including the costs of enforcing the same (the
"Secured Amounts")).
13-2. Subject to Clause 13.3, and without prejudice to any
other right or remedy which DERAYAH may have, the Client
acknowledges and agrees that DERAYAH is entitled to enforce
the lien described in Clause 13.1 by the sale and disposal of
all or any part of the Securities and Cash in such manner and
at such price as DERAYAH may deem expedient without being
responsible for any Liability the Client may suffer as a result
and to apply the net proceeds thereof in or towards payment
or discharge of any of the Secured Amounts as DERAYAH may
see fit.
13-3
13-3. Except in relation to an Insolvency Event in relation
to any Client, each Client acknowledges and agrees that
DERAYAH may, subject to the provisions of the applicable
law, enforce the lien described in Clause 13.1 if DERAYAH has
given notice to the Client containing:
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
(a) details of the amount due and how it became due;
(b) a request for discharge of the sum due; and
(c) a description of the part or parts of the securities which
will be sold if the Client does not discharge the amount in full.
If there is an Insolvency Event in relation to any Client,
DERAYAH may enforce the lien without notice. For the
purpose of this Agreement an "Insolvency Event" means the
making of a bankruptcy order, the presentation of a winding-
up petition which is not withdrawn or dismissed within 30
days, the making of a winding-up order or passing of a
winding-up resolution, the appointment of an administrator
or receiver, an insolvent re-organization (by way of voluntary
arrangement, scheme of arrangement or otherwise) or the
occurrence of any similar or analogous insolvency event in
any jurisdiction.
13-4. Where a depositary is involved in relation to Client
assets, such depositary may have a security interest or lien
over, or a right of set-off in relation to, the relevant Client
assets.
13-5. Without prejudice to clauses 13.1 to 13.4 (inclusive)
if the Client defaults in paying an amount by the due date,
DERAYAH shall be entitled on such date to pay to the credit
of, or as the case may be, debit to any account or accounts of
the Client with DERAYAH the amount in question in the
appropriate currency or, at DERAYAH's option, the equivalent
thereof (at current market rates as determined by DERAYAH
at its sole discretion) in any other currency or currencies in
which any balance on such account or accounts may then be
denominated. In addition, DERAYAH shall have the right at
any time without notice to combine and/or consolidate all or
any of Client's accounts maintained with DERAYAH in such
manner as DERAYAH may determine and may, without prior
notice to the Client, set off any payment obligation owed to it
by the Client against any payment obligation (whether actual,
contingent, present or future) owed by it to the Client
regardless of the place of payment or currency of either
obligation (and for such purpose may make any currency
conversion necessary at current market rates as determined
by DERAYAH at its sole discretion). If any obligation is
unliquidated or unascertained, DERAYAH may set off an
amount estimated by it in good faith to be the amount of that
obligation.
13-6. Nothing in Clause 13 shall be construed as or take
effect as a charge or security interest requiring registration
against the Client under the governing law of this Agreement.
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
14. Instructions
14-1. The Client authorizes us to act on any instruction
received (by whatever means transmitted, whether or not in
writing) which purports, and which we believe in good faith,
to have come from a person authorized by the Client to act
on the Client’s behalf. Derayah shall reserve the right to not
act on or respond to any instructions and/or notices that are
delivered by persons not previously authorized to do so by
the Client in writing.
14-2. DERAYAH shall have the right to accept and to act
upon instructions in connection with the account(s) that are
given, from time to time, through its website and/or through
its automated phone system. Instructions may be cancelled
or amended in the same manner as they may be given.
Cancellation and amendment of instructions shall be subject
to timely receipt by us and shall be limited to the unexecuted
portion of any prior instruction. However, the Client
acknowledges that it may not be possible to cancel or amend
an order and that DERAYAH shall not liable to the Client if
DERAYAH is unable to cancel or amend an order. The Client
further understands and agrees that, if an order cannot be
canceled or amended, the Client shall be bound by any
execution of the original order
14-3. We will be entitled to rely on, may act on and treat
as fully authorized by the Client any instruction given by the
persons whom we believe to be acting on your behalf with
your authority. We 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 implementation of such instructions. You will indemnify
us against all actions, proceedings, claims or demands which
may be brought or made against us and all losses, costs,
charges, damages and expenses which may be incurred or
sustained by us or for which we may become liable in respect
of these transactions.
14-4. Please note that telephone conversations between
us will be recorded and you expressly agree that such
recordings may be used in any dispute resolution
proceedings, as proof of the contents of such instructions.
We will not act on any instructions received by e-mail, mail,
or fax.
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
14-5. We are not responsible for any loss (direct,
consequential or otherwise) incurred as a result of us acting
or declining to act (wholly or in part) on instructions which we
believe to have been given by the persons authorized by the
Client. The fact that any instruction may later be shown to be
in any way false, inaccurate, unauthorized or otherwise not
authentic shall not be an impediment to our rights.
14-6. Without prejudice to the above, DERAYAH will act
upon the Client's instructions unless the Client is advised that
we believe such compliance may not be practicable or might
involve either party in a contravention of any law, rule or
regulation. DERAYAH reserves the right to refuse to comply
with any instructions if it believes that an instruction or its
execution may contravene the Capital Market Law and/or any
of its implementing regulations or the laws of any applicable
country (including in circumstances where DERAYAH has
reasonable grounds to believe that the Client is engaging in
market manipulation or insider trading). If DERAYAH is unable
to comply with such instructions, the Client will be informed
of this within a reasonable period. DERAYAH shall not be
liable for any loss arising from any delay while it obtains
clarification or confirmation of instructions, or from
exercising its right to decline to act in the absence of such
clarification or confirmation provided that it shall have acted
in a timely manner.
14-7. For the avoidance of doubt, we hereby state that we
will never transact any order unless we have cleared funds
available to complete the transaction.
15. REPRESENTATIONS AND WARRANTIES
15-1. The Client represents and warrants to DERAYAH on a
continuing basis that:
(a) he or she has and will continue to have full capacity and
authority to enter into this Agreement, to deal with the
securities and cash in the manner contemplated by this
Agreement and to contract with the other party for the
provision of the Services;
(b) he or she does not require the consent of any
governmental or other regulatory body except for such
consents already obtained and disclosed to the other party;
(c) this Agreement constitutes his or her legal, valid and
binding obligation, enforceable in accordance with its terms;
(d) the Client is the beneficial owner of the securities in the
Investment Portfolio;
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
(e) the securities are free of mortgage, charge, pledge, lien,
right of set-off or any security interest, encumbrances and
claims whatsoever in favour of a third party;
(f) the signing, delivery or performance of this Agreement
and the giving of Instructions does not and will not
contravene or constitute a default under any of the following,
namely:
(1) any law or regulation by which the Client or any of its
Client’s assets is bound or affected;
(2) rights of any third parties in respect of the Client's or the
securities and cash;
(3) any agreement to which the Client is a party or by which
any of his or her assets are bound;
(g) he or she has not relied on or been induced to enter into
this Agreement by a representation or warranty other than
those expressly set out in this Agreement and, subject to
Clause 29, DERAYAH is not liable to the Client for any
representation or warrant (whether or not in writing) that is
not set out in this Agreement;
(h) it will comply with all applicable laws and regulations;
(i) it will provide DERAYAH all relevant information and
documentation for the performance of the Services and other
duties by DERAYAH under this Agreement.
15-2. You will notify us any of the representations,
warranties and undertakings contained in Clause 15.1 ceases
to be true.
15-3. The representations and warranties set out in this
Clause 15 shall survive the signing and delivery of this
Agreement.
16. Risk Warning
16-1. The following notice is given to you in compliance
with the requirements of the Capital Market Institution
Regulations to the extent that these are relevant to the
services we provide to you under these Terms of Business.
This notice cannot disclose all the risks and other significant
aspects of investments. You should not deal in any products
unless you understand their nature and the extent of your
exposure to risk:
(a) Suitability
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
Even if we are required to conduct a suitability assessment
under the Capital Market Institution Regulations, you should
be satisfied that the product or service is suitable for you in
the light of your circumstances, financial position and
investment objectives. Products and services offered under
these Terms of Business will not be suitable for all investors
and may involve risks that are not acceptable to you.
(b) Fluctuations in Value
All forms of investment carry risk. The price of all investments
can go down as well as up and in all cases your capital is at
risk. Certain types of investment carry high levels of risk and
the amount of your losses may exceed the amount of your
initial investment.
(c) Foreign Currency Denominated Securities
Foreign markets will involve different risks from the Saudi
Arabian markets. In some cases the risks will be greater. On
request, we will provide an explanation of the relevant risks
and protections (if any) which will operate in any foreign
markets, including the extent to which we will accept liability
for any default of a foreign firm through whom we deal. The
potential for profit or loss from transactions on foreign
markets or in foreign denominated contracts will be affected
by fluctuations in foreign exchange rates.
(d) Volatile Securities
Geared security or contingent liability security transactions
may require you to make a series of margin payments against
the purchase price, instead of paying the whole purchase
price immediately.
A geared security or contingent liability security may be
subject to sudden and large falls in value which could cause a
loss to the amount invested.
Even if a transaction is not margined, it may still carry an
obligation to make further payments in certain circumstances
over and above any amount paid when you entered the
contract.
(e) Investment Income
The payments of income arising from the Investments which
you have purchased or had purchased on Your behalf for the
purpose of generating payments of income, may fluctuate in
value and regularity of payment. The capital invested by you
or invested on your behalf to purchase Investments for the
purpose of generating payments of income, may be used to
pay that income.
(f) Illiquid Securities
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
Markets in illiquid investments may be underdeveloped
compared to other markets and there may be an absence of
liquidity. This means that it may be difficult to dispose of the
investment and also there may be more volatility in the price
of the investment with the consequence that you may suffer
greater losses. Such investments carry a significant amount of
risk and may therefore be unsuitable for you. The value of or
income from such investments may fluctuate. You should
only consider such an investment if you are knowledgeable
about and experienced in the relevant areas so that you are
able to assess the risks entailed in making the investment.
17. Securities Selling and Buying Transactions on a
Principal Basis
17-1. From time to time the Parties may enter into
Shariah-compliant Securities Selling and Buying transactions
in accordance with the terms set out in Annexure 2 –
Principal Terms (the “SSB Annex”) on the terms set out in this
SSB Annex.
17-2. Each such transaction described in Clause 17.1 shall
be referred to in the SSB Annex as a Sale Transaction and
shall be governed by the terms of the SSB Annex.
17-3. Either Party may act as the Initial Seller or the Initial
Buyer under a Sale Transaction, in each case in the capacity of
a principal. Where a Party acts as an Initial Seller, then
reference to the Initial Seller in the SSB Annex shall refer to
that Party with respect to those Sale Transactions where that
Party acts as the Initial Seller. Where a Party acts as an Initial
Buyer, then reference to the Initial Buyer in the SSB Annex
shall refer to that Party with respect to those Sale
Transactions where that Party acts as the Initial Buyer.
17-4. The Client authorizes DERAYAH, which authorisation
DERAYAH accepts, to initiate Sale Transactions with respect
to the Client's Securities for the purpose of SSB transaction,
where DERAYAH acts as Initial Buyer and the Client acts as
Initial Seller.
17-5. The Client may, at any time and by way of written
notice, request to purchase Securities from DERAYAH under
the SSB structure and DERAYAH may, at its sole discretion,
either agree or reject such request. In the event that
DERAYAH agrees to the Client's request, such transaction
shall constitute a Sale Transaction where the Client acts as
Initial Buyer and DERAYAH acts as Initial Seller.
17-6. All Property related to a Sale Transaction made
pursuant to this SSB Annex shall be held by DERAYAH in
accordance with the Terms of Business and Investment
Account Agreement between DERAYAH and the Client.
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
17-7. The Client authorizes DERAYAH, which authorisation
DERAYAH accepts, to perform such actions on behalf of the
Client as may be required to discharge each of the Client's
obligations under this SSB Annex, provided that such
delegation shall not relieve the Client of its obligations or
liability under this SSB Annex and DERAYAH by acting
accordingly shall not incur any liability under this SSB Annex.
Pursuant to such authorization DERAYAH shall be permitted,
without limitation, to:
(a) transfer Securities from the Client's Investment
Portfolio to DERAYAH's account in respect of a Sale
Transaction where the Client is the Initial Seller; and
(b) transfer Collateral from the Client's Investment Account
or Investment Portfolio to DERAYAH's account(s) in respect of
a Sale Transaction where the Client is the Initial Buyer.
(c) DERAYAH'S authorization under this Clause shall be
subject to any subsequent Instructions received by the Client
in accordance with the Terms of Business.
18. Termination
18-1. Subject to Clause 18.3, you may terminate this
Agreement at any time by providing Derayah (at its registered
office) with at least thirty (30) calendar days' prior written
notice. The termination will take effect on the date specified
in the notice or upon the expiration of the thirty (30) day
notice period, whichever is later.
All outstanding obligations, including any payments due, must
be settled before the effective termination date.
18-2. Subject to Clause 18.3, DERAYAH reserves the right to
terminate this Agreement by providing you with written
notice (at the Client’s address in Annex 1) specifying the
termination date, which shall not be less than five (5)
business days from the date of the notice. We may, at our
discretion, specify a longer notice period. All outstanding
obligations owed by the Clients, including any fees or
payments due, must be settled by the effective date of
termination.
18-3. A party may terminate this Agreement with
immediate effect by giving Notice to the other party (the
"Defaulting Party") should any of the following occur to the
Defaulting Party:
(1) it has committed a material breach or is in persistent
breach of the terms of this Agreement and has not remedied
the specified breach which is capable of being remedied
within 30 calendar days of Notice served on it by the non-
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
defaulting party specifying the breach which must be
remedied; or
(2) an Insolvency Event has occurred in relation to the
Defaulting Party.
(a) Each party shall immediately notify the other party on
becoming aware that it is or may become subject to an
Insolvency Event. Where an Insolvency Event occurs in
relation to the Client, the Client shall ensure new authorised
representatives are appointed to give Instructions where
relevant. For the avoidance of doubt where there is no
authorised representative, DERAYAH will have sole discretion
without liability (except where prevented by law) over
whether to act on any Instruction.
(b) Termination shall be without prejudice to the
completion of transactions entered into but not completed
prior to termination.
(c) Notwithstanding the termination of this Agreement, all
the rights of DERAYAH in respect of the payment of any fees
or expenses due to it by the Client (including, but not limited
to, its rights under Clause 13) shall survive the termination of
the Agreement
(d) In the event of the Client’s death we will not
acknowledge this until we receive formal written notice and
that in any event these terms will remain binding on the
Client’s personal representatives.
19. Complaints
DERAYAH has established procedures in accordance with the
requirements of the CMA for the effective consideration of
complaints by the Client. All formal complaints should in the
first instance be made by contacting DERAYAH's call center. If
the complaint has not been resolved to the satisfaction of the
Client, the complaint should be directed in writing to
DERAYAH's Compliance Officer, who is responsible for
complaints procedures, at the Company's registered address.
20. Provision of Information
The Client understands that DERAYAH may have to disclose
information regarding the Client to third parties as may be
required by applicable law or regulation (as amended from
time to time) in any applicable jurisdiction. The Client
undertakes to provide DERAYAH any additional information it
may need to comply with any such third party requests and
applicable law or regulation.
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
21. Authority to Borrow
We do not have authority to borrow or raise money on the
Client’s behalf. The Client hereby consents to the creation of
Shariah compliant overdraft facility paid by the Client
immediately on demand, to cover settlement and fees
Special Commission Arrangements
DERAYAH is not entitled to enter into special commission
arrangements. A special commission arrangement is an
arrangement where an investment manager receives goods
or services in addition to trade execution services from an
intermediary in return for the commission paid on
transactions directed through that intermediary. However for
the avoidance of doubt, DERAYAH may receive a commission
from a product provider in respect of any deals that DERAYAH
executes concerning that product provider's financial
products.
22. Client Money
22-1. Any money held by us on behalf of a Client as client
money (as defined in the Capital Market Institution
Regulations) will be subject to the Client Money Rules
contained in the Capital Market Institution Regulations. We
may hold client money in an omnibus client account with an
affiliate of DERAYAH, or such other licensed bank in the
Kingdom of Saudi Arabia as we may notify the Client of from
time to time upon 30 calendar days’ notice.
22-2. DERAYAH may pass Client Money to its delegates
(pursuant to Clause 29), exchanges, clearing houses,
intermediaries or settlement agents or counterparties for the
purpose of execution, settlement of or to otherwise give
effect to, a transaction.
22-3. Client Money will cease to be treated as Client Money
if it is paid to the Client or paid to a third party on instructions
from the Client, or paid into a bank account in the name of
the Client nominated by the Client not being an account
which is also in the name of DERAYAH. The Client undertakes
that it shall not submit any funds, securities or other property
to a Sub-Broker in connection with this Agreement.
22-4. Money will not constitute Client Money for these
purposes to the extent that it is immediately due and payable
to DERAYAH for its own account. DERAYAH will cease to treat
as Client Money such amounts as it holds on the Client’s
behalf that are equivalent to any amounts that the Client
owes to DERAYAH that are due and payable. The Client
agrees that DERAYAH may use Client Money to satisfy the
Client’s obligations to DERAYAH or to any third party.
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
22-5. DERAYAH shall have no responsibility for or liability to
the Client for any diminution in the value of the Investment
Account due to taxes or imposts or depreciation in the value
of the funds credited to the Investment Account (which funds
may be deposited by the Client subject to DERAYAH’s control
with such depository(ies) as DERAYAH may select) or for the
unavailability of such funds due to restrictions on
convertibility, requisitions, involuntary transfers, restraints of
any character, exercise of military or usurped powers, or
other similar causes beyond DERAYAH’s control.
22-6. DERAYAH may, at any time, in its sole discretion and
after sending in advance written notice, discharge its entire
liability with respect to the Investment Account by mailing to
the Client at the Client’s last address held by DERAYAH,
DERAYAH’s draft, without recourse to DERAYAH as the
drawer, payable to the order of the Client in the amount of
the then credit balance in the Account, together with such
other documents, if any, as may be necessary, in DERAYAH’s
sole discretion, to transfer to the Client such claims as
DERAYAH may have on such funds.
22-7. Pursuant to Article 73 of the Capital Market Institution
Regulations, DERAYAH shall maintain Client Money in an
account under the name of the Client or omnibus client
account at any local bank or it may keep such Client Money at
an overseas bank to the extent it is necessary for the
settlement of a transaction outside the Kingdom of Saudi
Arabia.
22-8. DERAYAH shall maintain the assets and securities of
the Client in the Investment Portfolio with DERAYAH or in an
Investment Portfolio in the name of DERAYAH to be
maintained with a Custodian accredited by DERAYAH, where
such assets shall be pooled in one single portfolio with the
Custodian, and the Client acknowledges that DERAYAH will be
unable to identify the individual Securities of the Client or the
separate entitlements in certificates or tangible ownership
documents or in an electronic record issued by the respective
Custodian, whereby the Client has no right to receive the
original certificates maintained by the Custodian.
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
22-9. The Client acknowledges that the Securities available
for trading on international exchanges are subject to rules
and regulations governing such exchanges including any
requirement made applicable to a foreign custodian in all
respects on which DERAYAH will not have full visibility and/ or
control. Furthermore, there may be restrictions on the
percent of ownership by foreign investors in the companies
listed on the relevant exchange which may make the Client
unable to deal with any additional Securities in such
companies. Accordingly, the Client acknowledges and agrees
that such restrictions may give rise to financial losses which
the Client shall bear.
22-10. The Client further acknowledges and agrees that in
order to facilitate its investment in an international exchange,
DERAYAH may use omnibus account/nominee account
structure which requires DERAYAH to open and maintain an
Investment Account in its own name with the relevant
international exchange and a record of the Client's ownership
in the relevant Securities at the respective international
exchange shall be maintained and kept at the level of
DERAYAH.
22-11. Client money will generally only be held with a
Subcustodian or an overseas third party bank where this is
necessary for the settlement of a transaction outside the
Kingdom of Saudi Arabia and in other limited circumstances
(including where dividend income is received). The legal and
regulatory regime governing such Subcustodian or overseas
third party bank may be different from that of the Kingdom of
Saudi Arabia and in the event of an insolvency event in
relation to that Subcustodian or overseas entity, the Client’s
money could be treated differently from the treatment which
would apply if the money was held with a licensed Saudi bank
in an account in the Kingdom of Saudi Arabia.
22-12. Where overseas cash accounts are opened by any
Sub-Broker in other jurisdictions ("Overseas Cash Accounts"),
the Client agrees that DERAYAH shall have no responsibilities
or obligations in respect of such Overseas Cash Accounts
which may be subject to foreign exchange restrictions or
other regulatory restrictions which restrict payments into and
out of the Overseas Cash Account or operation and
administration of the Overseas Cash Account, of which the
Client should make itself aware.
23. CLOSING, FREEZING OR BLOCKING THE INVESTMENT
ACCOUNT
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
23-1. The Client acknowledges that DERAYAH shall upon one
(1) month's notice freeze the Investment Account upon the
expiry of the validity of any documents provided by the Client
to DERAYAH or upon the failure of the Client to update its
information in accordance with this Agreement or upon the
request of DERAYAH. In the absence of any expiry date on
documentation provided by the Client, DERAYAH shall freeze
the Investment Account relating to the Client upon the expiry
of 3 (three) years from the date of the opening of the
Investment Account or the last date on which such
information was updated by the Client, whichever is later.
23-2. DERAYAH shall freeze the authorities of the delegates
or any attorneys who have been authorised to operate the
Investment Account in the event that the validity of any
identification documents of such persons has expired until
such time as renewed identification documents have been
provided to DERAYAH.
23-3. Clients who are citizens of the Kingdom of Saudi Arabia
or the countries of the Gulf Cooperation Council shall be
permitted to close their frozen Investment Accounts without
the need to update their information, provided that:
(a) the Investment Account is not blocked and there is no
restriction on the Investment Account;
(b) no balance or Securities are available in the Investment
Portfolio or in the Investment Account; or
(c) there is no outstanding claim on the Investment
Account.
Unless the Investment Account is blocked or there are
financial obligations on the Investment Account, the Client
acknowledges and agrees that DERAYAH may, after a period
of 5 (five) years of the Investment Account having been
frozen for failure of the Client to update its information,
transfer the available cash in the Investment Account to bank
account in the Client's name and close the Investment
Portfolio linked to the Investment Account (unless it is linked
to more than one Investment Account), and then close the
Investment Account.
The Client acknowledges and agrees that DERAYAH shall have
the right to block the Investment Account without any notice
to the Client if:
(a) instructed by the Capital Market Authority to block the
Investment Account; or
(b) DERAYAH receives a notification - enclosed with the
necessary official documents as evidence - in relation to the
Client's insolvency, liquidation, bankruptcy or the imposition
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
of any legal restriction on the Client or loss of its legal
capacity.
23-6. DERAYAH may, at its discretion without notice,
immediately terminate the Terms of Business and close the
Investment Account if it has detected the use of the
Investment Account in relation to any manipulation or fraud,
or in its discretion, believes that a violation of the Capital
Market Law or its Implementing Regulations has occurred.
23-7. If the Investment Account is blocked pursuant to
Clause 24.5, the Client shall not be permitted to use the
Investment Account in any manner whatsoever including use
of any balances available in the Investment Account or to
make any transfers of funds from and to the Investment
Account (or any transfers of any securities from and to the
Investment Portfolio). The Investment Account shall remain
blocked unless DERAYAH receives an instruction from the
Capital Market Authority to unblock the Investment Account.
23-8. Upon liquidation of the Investment Account,
DERAYAH shall close the Investment Account and any
Investment Portfolio.
23.9 Any decline in the value of the Securities linked to the
Investment Account that may occur while the Investment
Account is frozen, restricted or blocked will be for the Client's
account and risk, and the Client will indemnify DERAYAH
from, and waive any claims that the Client may have against
DERAYAH with respect to, any and all such losses.
24. RETURNS ON INVESTMENT ACCOUNT
24-1. The Client acknowledges that pursuant to the Capital
Market Institution Regulations and Shariah principles, cash
balances held in an Investment Account will not bear interest.
Any returns generated on such balances will only be through
Shariah-compliant investment methods.
24-2. The Client hereby acknowledges and agrees that
DERAYAH may receive returns on cash balances in Client
Money accounts held with any other local or overseas
commercial bank. Any returns generated on cash balances
will be solely through Shariah-compliant investment.
DERAYAH may receive a portion of such returns as pre-agreed
agency fee or as a profit share.
25. ELECTRONIC SERVICES
25-1. As a client of DERAYAH, you will be permitted to
utilize DERAYAH’s electronic service to effect and execute
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
orders. By signing this Agreement, you acknowledge and
agree as follows:
(A) This Agreement states the terms and conditions
regarding my use of any electronic services offered by
DERAYAH, including the use of such services to enter
transactions in my brokerage account (the “Electronic
Services”). My use of DERAYAH’s Electronic Services will
indicate my acceptance of the following terms and
conditions. The terms and conditions set forth herein
supplement the terms and conditions contained in any other
agreement with DERAYAH and, by using any of the Electronic
Services, I confirm my agreement to comply with the terms
and conditions set forth therein.
(B) I am of legal age and no one except the signatory of this
Agreement has any interest in my brokerage account with
DERAYAH.
(C) All transactions for my account shall be subject to the
constitution, rules, regulations, customs and usages of the
exchange or market (and DERAYAH, if any) where executed.
(D) Reports of the execution of orders and statements of my
account shall be conclusive if not objected to within five days,
respectively, after transmittal to me, by e-mail or otherwise.
(E) At any time and from time to time DERAYAH may, at its
discretion, without notice to me, apply and/or transfer any
securities, commodities, contracts relating thereto, or any
other property or equity therein, interchangeably between
any of my accounts, whether individual or joint and from any
of my accounts to any account guaranteed by me.
(F) In order to protect against identity theft and fraudulent
activity in my account, I agree to be responsible for the
protection of my user name and password. DERAYAH will not
be held responsible for any liability resulting from identity
theft or fraudulent activity in my account.
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
(G) Subject to Clause 24 below, I acknowledge that I will be
the only authorized user of DERAYAH’s Electronic Services for
my Account(s). I will be fully responsible for the
confidentiality and use of my user names and passwords and I
agree that I will be fully and solely responsible for all
activities, including brokerage transactions, which arise from
the use of my user names or passwords. I also agree that I will
be fully and solely responsible for all activities, including
brokerage transactions, which arise from my authorization to
link my brokerage account(s) or from my authorization to
appoint a sub-user pursuant to Clause 24 below. I
acknowledge that you may tape record conversations with
me, whether in person or by telephone, for purposes of
verification, and I consent to such recording.
(H) I agree that as a condition of being approved to use
DERAYAH’s Electronic Services I will immediately notify
DERAYAH if:
(1) I have placed an order using DERAYAH’s Electronic
Services and I did not receive an order number;
(2) I have placed an order using DERAYAH’s Electronic
Services and I did not receive an accurate written
confirmation of the order, its execution or cancellation within
five business days;
(3) I have received confirmation of an order or orders which I
did not place, which contains any errors, or any similar
conflicting report;
(4) I become aware of or suspect any unauthorized use of or
fraud with respect to my user name(s), password(s), the user
name(s) and password(s) of any sub-user appointed by me or
any product or service related to my brokerage accounts or I
become aware of or suspect any other unauthorized use of
DERAYAH’s Electronic Services or any security breach relating
to DERAYAH’s Electronic Services; or
(5) Client receives an account statement, confirmation, or
other information reflecting inaccurate orders, trades,
account balances, securities or futures positions, funds,
margin status, or transaction history.
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
If I fail to notify DERAYAH immediately upon the occurrence
of any of the above events, I agree that DERAYAH will not
have any responsibility or liability to me or any other person
whose claim may arise through me for any claims relating to
the handling, mishandling or loss of any order. Any liability of
DERAYAH arising out of any action or omission by DERAYAH
with respect to the handling, mishandling or loss of an order
shall be limited to an amount equal to the loss incurred due
to the action or omission during the five business days after
the date on which I first became obligated to give DERAYAH
notice with respect to such transaction(s) pursuant to this
Clause. I agree that DERAYAH and/or any of its officers,
directors, employees, agents or affiliates will not have any
other liability to me or any other person whose claims may
arise through me for any consequential, incidental, special or
indirect damages, even if DERAYAH has been advised of the
possibility of such damages. DERAYAH shall not be
responsible for or deemed to be in default under this
Agreement due to any delay or failure in performance
resulting directly or indirectly from any cause beyond
DERAYAH’s reasonable control.
(I) I acknowledge that for the purpose of this Agreement
that DERAYAH’s Electronic Services will be defined as any
interactive product or service offered by DERAYAH which
allows me to communicate with DERAYAH, to obtain
information or quotations from DERAYAH, or to enter into
brokerage transactions with DERAYAH through the use of
electronic data communications. This includes, but is not
limited to, electronic data communications transmitted by me
to DERAYAH through the use of personal, home or business
computers connected by a modem or other device to an
authorized telecommunications network designated by
DERAYAH. I acknowledge that this Agreement also governs
my use of automated touch- tone telephone services through
which I can obtain account information and quotations, and
enter brokerage transactions. I acknowledge that DERAYAH
may modify, add to, rename or discontinue the Electronic
Services offered pursuant to this Agreement without prior
notice to me.
touch tone
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
(J) I agree to be fully liable for any and all brokerage
commissions, fees, fees for Shariah-compliant margin
financing (murabaha) services and payments due to DERAYAH
in connection with trades effected by me in my brokerage
account(s) through the use of DERAYAH’s Electronic Services.
Such brokerage commissions, fees, fees for Shariah-compliant
margin financing (murabaha) services and payments will be
paid directly to DERAYAH in accordance with the terms and
conditions specified by DERAYAH. I agree that DERAYAH may
require a deposit before I can begin trading using DERAYAH’s
Electronic Services (deposited funds can be used toward
payment of my first transaction). I agree to pay all fees and
charges associated with my use of any of DERAYAH’s
Electronic Services, including, without limitation, those of any
third-party information providers offered through DERAYAH
and all costs associated with communication between myself
and the internet brokerage hub (if applicable).
(K) With respect to those Electronic Services for which
software (the “Software”) has been provided, I acknowledge
that DERAYAH hereby grants to me a nonexclusive,
nontransferable license during the term of this Agreement to
receive and use the Software provided herewith solely in
conjunction with the personal use of DERAYAH’s Electronic
Services in accordance with the terms of this Agreement. I
acknowledge and agree that DERAYAH or its licensors or data
providers have exclusive proprietary rights in the Software
and the systems used in connection with DERAYAH’s
Electronic Services. I further acknowledge and agree that
DERAYAH’s third-party information providers have exclusive
proprietary rights in their respective information transmitted
and/or furnished via DERAYAH’s Electronic Services. In the
event of any misappropriation or misuse of DERAYAH’s
Electronic Services, the Software or the market data
transmitted and/or furnished via DERAYAH’s Electronic
Services, DERAYAH and/or its third-party information
providers or licensors shall have the right to obtain injunctive
relief with respect to the use of its respective materials. I
further acknowledge and agree that: (i) I may use the
Software only in conjunction with DERAYAH’s Electronic
Services; (ii) I shall not make any alteration, change or
modification to the Software and shall not recompile,
decompile, disassemble, reverse engineer, or make or
distribute any other form of, or derivative work from, the
Software; (iii) I shall use DERAYAH’s Electronic Services, the
Software and/or the market data provided thereby only for
my personal use; and (iv) I shall not furnish the Software,
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
DERAYAH’s Electronic Services or any other information or
messages disseminated by DERAYAH hereunder to any
person or entity.
(L) I agree that my use of DERAYAH’s Electronic Services to
effect securities transactions will be limited in all respects to
the terms and conditions of this Agreement and any other
agreement between me and DERAYAH. DERAYAH will have no
liability to me with respect to any transaction or attempted
transaction by me which is not in accordance with the terms
and conditions specified herein or in such other agreement,
and I will indemnify DERAYAH from any claim of a third party
related to any such transaction or related transaction.
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
(M) In general, and without limitation to the usage of the
electronic services, I agree that DERAYAH may change the
terms and conditions of this Agreement, in whole or in part,
upon notice to me; no provision of this Agreement may be
amended in any other manner. I agree to use DERAYAH’s
Electronic Services and any additional services offered
through DERAYAH in the future only in accordance with the
terms and conditions specified in this Agreement as amended
from time to time by DERAYAH, and that any amendments to
the terms and conditions will be deemed effective upon
dissemination by DERAYAH. Use of DERAYAH’s Electronic
Services or otherwise after receipt of such amendments will
be deemed to be acceptance of such amendments.
(N) I acknowledge that any order I place which DERAYAH, at
its sole discretion, deems to be disruptive to the securities
markets, unusual in size, type or credit risk, or which exceeds
DERAYAH’s usual authorized limits, may be subject to
rejection, cancellation or modification. I acknowledge that
market orders cannot always be canceled, because they are
subject to immediate execution and the order may be
executed before the request for cancellation is received by
DERAYAH. I acknowledge and agree that I am fully
responsible for determining the suitability of my order(s) and
my investment decisions. I acknowledge that DERAYAH may,
in its sole discretion, place trading restrictions on my
Account(s).
(O) I agree that DERAYAH reserves the right in its sole
discretion to suspend or terminate my access to any or all of
DERAYAH’s Electronic Services for any reason and without
prior notice to me. I agree not to hold DERAYAH, its licensors,
information providers or any third party involved in the
provision of DERAYAH ‘s Electronic Services to me responsible
or liable for any disruptions in service due to telephone
network, computer network or other system problems
beyond the control of DERAYAH’s, its licensors, information
providers or any third party involved in the provision of
DERAYAH’s Electronic Services to me, system maintenance or
system upgrades; or any other event or circumstance beyond
the control of DERAYAH, its licensors, information providers
or any third party involved in the provision of DERAYAH’s
Electronic Services to me.
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
(P) I agree that the market data, news and other
information provided to me through DERAYAH’s Electronic
Services (directly or indirectly through an authorized
thirdparty information provider) is for my personal use only
and I will not retransmit or republish these data in any form. I
acknowledge that the data provided to me is obtained from
sources believed to be reliable, are provided solely on a best
efforts basis for my convenience, and that no guarantees are
made by DERAYAH, its licensors, any information provider or
any third party involved in the provision of DERAYAH’s
Electronic Services to me as to their accuracy, completeness,
timeliness or correct sequencing. I acknowledge that while
access to investment recommendations, advice, opinions or
judgments may be available through DERAYAH’s Electronic
Services, none are developed or endorsed by DERAYAH, nor
do they constitute any recommendations or solicitations to
purchase or sell any security by DERAYAH. I agree not to hold
DERAYAH or its licensors, information providers or any third
party involved in the provision of DERAYAH’s Electronic
Services to me liable for any investment decision I may make
based upon my reliance on or use of such data or
recommendations, advice, opinions, or judgments or any
liability which may arise due to inaccuracies, errors or
omissions in such data or due to delays, omissions, errors, or
interruptions in the delivery or transmission of such data for
any reason.
(Q) I accept use of DERAYAH’s Electronic Services and any
software on an ‘as is’ basis and agree that there are no
warranties, express or implied, with respect to DERAYAH’s
Electronic Services or the software (including with respect to
any availability or functionality in relation thereto), the
market data or risk management tools provided, including,
but not limited to, any implied warranties of merchantability,
reasonable care, fitness for a particular purpose or against
intellectual property infringement, made by DERAYAH, its
licensors, information providers or any third party involved in
the provision of DERAYAH’s Electronic Services to me. I
further agree that the sole liability of DERAYAH, or its
licensors, information providers or any third party involved in
the provision of DERAYAH’s Electronic Services and/or the
software to me for any claims, notwithstanding the form of
such claims (e.g., contact, negligence or otherwise), arising
out of errors or omissions in DERAYAH’s Electronic Services
and/or the software and/or market data and/or risk
management tools provided or to be provided here under
shall be to furnish the correct report or data provided that I
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
promptly advise the data provider thereof. I further agree
that I shall not hold DERAYAH, its licensors, information
providers or any third party involved in the provisions of
DERAYAH’s Electronic Services and/or the software liable in
any way for any loss or damage which I suffer arising out of
my use of DERAYAH’s Electronic Services and/or the software,
including and loss or damages arising from or occasioned by:
(i) any force majeure (e.g., flood, extraordinary weather
conditions, earthquake or other act of god, fire, war,
insurrection, riot, labor dispute, accident, action of
government, communications or power failure or disruption,
equipment or software malfunction) or by any other cause
beyond such party's reasonable control; or (ii) any outage,
disruption to or suspension of DERAYAH’s Electronic Services
and/or the software or any part thereof caused by any means
(including any schedules or unscheduled maintenance). In no
event will DERAYAH, its licensors, information providers or
any third party involved in the provision of DERAYAH’s
Electronic Services (or any of their respective officers,
directors, employees, agents or affiliates) be responsible for
special, indirect, incidental or consequential damages,
including but not limited to trading losses or lost profits,
whether or not reasonably foreseeable, and even if advised of
the possibility or such damages, which I may incur or
experience on account of entering into or relying on this
Agreement or as a result of my use or reliance on the market
data, the DERAYAH’s Electronic Services, the software or risk
management tools.
(R) I agree that DERAYAH, its licensors, information
providers or any third party involved in the provision of
DERAYAH’s Electronic Services or the Software shall not be
liable to me for any delays or interruptions of service or
transmissions, or failures or performance of DERAYAH’s
Electronic Services or the Software, regardless of cause,
including, but not limited to, those caused by hardware or
software malfunction; governmental, exchange or other
regulatory action; acts of god; war; terrorism; or the acts of
DERAYAH, its licensors, information providers or any third
party. I recognize and accept that there may be delays or
interruptions in my use of DERAYAH’s Electronic Services or
the Software, including, for example, those caused
intentionally caused for purposes of servicing or maintaining
DERAYAH’s Electronic Services or the Software.
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
(S) I agree that as a condition of my access to and use of
DERAYAH’s Electronic Services and/or the Software I shall
activate any security measures which are communicated to
me by DERAYAH. In the event that I do not activate such
security measures, DERAYAH shall not be liable for any loss or
damage arising as a result of such failure. Any security
measures will be notified to you by any communication
method adopted by DERAYAH from time to time, including
any electronic channels. Such security measures may include,
without limitation, two-factor authentication requirements.
26. SUB-USERS APPOINTMENTS
26-1. As a client of DERAYAH, you will be permitted to
appoint a sub-user for your account (the “Sub-user”) to grant
such Sub-the right to provide instructions to DERAYAH and
operate the Client Account, in accordance with DERAYAH’s
internal procedures in this regard (to be communicated to
you at your request). You may place any restrictions or
limitations on the authority granted to your appointed Sub-
user and may limit the appointment by time. For the purpose
of this clause "authorized persons" shall be persons notified
to DERAYAH in writing by the Client as such and who have
granted the rights to provide instructions to DERAYAH and
operate the Client Accounts.
26-2. DERAYAH reserves the right to carry out any due
diligence exercise on any Sub- user appointed by you, to
request and obtain any information and/or documentation
on such Sub-user and to refuse to appoint any such Sub-user
based on the outcome of its due diligence exercise, as
determined solely by DERAYAH.
26-3. Any and all actions taken by a Sub-user on your
behalf shall be considered as though taken by you for the
purpose of this Agreement. DERAYAH shall not be responsible
for any action taken by your Sub-user and it shall not be held
legally liable for any loss incurred by the Client as a result of
the authorized person’s actions or lack thereof. The Client
hereby agrees and consents to indemnify DERAYAH and hold
it harmless against any loss it incurs as a result of the Sub-
user’s actions or directions.
27. CONFIDENTIALITY
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
27-1. Details of the transactions undertaken for the account
of the Client in relation thereto shall be treated as
confidential, except to the extent that information is
disclosed (a) pursuant to any applicable law, regulation or
code of conduct, or (b) by order of a court of law, or (c) in
response to an inquiry by an exchange or any regulatory or
other governmental authority concerning information
reasonably required by them in the course of their official
duties, and subject to assurances that such information will
be used only for the purposes specified and will otherwise be
kept confidential, or (d) to perform a particular service for the
Client including but not limited to, executing, settling and
arranging custody services.
27-2. The Company may disclose details of the Client's
relationship with the Company to third parties with whom
the Company deals in the performance of the agreed
investment services on behalf of the Client, for their
confidential and internal use and/or as a requirement of
processing transactions on behalf of the Client. The Client
understands that such information may then become subject
to disclosure under the laws of other jurisdictions.
28. MATERIAL INTERESTS
28-1. The Client acknowledges and agrees that, in the
course of performing services under this Agreement,
DERAYAH's, its persons, subsidiaries, affiliates and other
clients of DERAYAH, may have a material interest in a
transaction or interest that is or is likely to become the
subject of client instruction, and that such interests whether
material or otherwise will be disclosed to the Client in writing.
28-2. Without limitation to the foregoing, DERAYAH may:
(a) effect transactions for the account of the Client in which
DERAYAH or one or more of its related parties has directly or
indirectly a material interest or where a related party of
DERAYAH effects the transaction as principal therein or in
which DERAYAH or a related party has a relationship with
another party which may, in either case, involve a conflict
with DERAYAH's duty to the Client only after DERAYAH
notifies said Client in writing of such interest whether
material or otherwise; (b) invest on behalf of the Client in or
dispose of units in a unit trust or other form of collective
investment scheme which is either operated or advised by
DERAYAH or one of its related parties; or (c) invest on behalf
of the Client in securities the issue or offer for sale of which
was underwritten, managed or arranged by DERAYAH or a
related party during the preceding twelve months or earlier.
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
29. LIMITATION DERAYAH's LIABILITY
29-1. DERAYAH shall not be liable or responsible for any
Liability (including, but not limited to, any Liability arising
from gross negligence unless otherwise stated) which may
directly or indirectly result from:
(A) anything done or omitted to be done by:
(1) DERAYAH in connection with this Agreement, other
than any Liability to the Client which is caused directly by the
gross negligence, fraud or wilful default of DERAYAH; or
(2) any Sub-Broker, in connection with this Agreement or
any of the Client’s accounts, other than any Liability to the
Client(s) which is caused directly by the failure of DERAYAH to
comply with its duties under Clause 8.1(a) of this Agreement;
or
(3) any stock exchange, clearing system, manager, custodian
or any other third party including the Saudi Exchange; or
(B) without prejudice to the generality of Clause 29.1(a), the
occurrence of:
(1) an Insolvency Event in respect of any Sub-Broker, other
Delegate, clearing system or any other third party including,
but not limited to, any custodian, counterparty or issuer of
securities; or
(2) any failure by DERAYAH to perform any of its obligations
where it has not received the information in the manner and
form and within the timeframe required for it to operate in
accordance with the applicable law or if such performance
would result in DERAYAH being in breach of any applicable
law which are applicable to it; or
(3) any Force Majeure Event, including, without limitation,
acts of God, acts of government, war (whether declared or
undeclared), civil commotion, insurrection, embargo,
exchange or market rulings, suspension or trading, inability to
communicate with market makers for whatever reason,
breakdown of the computer systems of third parties or other
machine failure, labour disputes, impediments to the supply
of goods or equipment, or any other cause or conditions
beyond the control of DERAYAH; or
(4) any failure in the performance or functionality of
DERAYAH’s Electronic Services or the Software or the
Customer’s inability to use DERAYAH’s Electronic Services or
the Software.
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
(C) Liabilities arising under Clause 29.1 shall be limited to
the amount of the Client's actual loss but without reference
to any special conditions or circumstances known to
DERAYAH at the time of entering into the Agreement, or at
the time of accepting any Instructions, which increase the
amount of the Liability. In no event shall DERAYAH be liable
for any loss of profits, goodwill, reputation, business
opportunity or anticipated saving, or for special, punitive or
consequential damages, or for any other indirect losses,
whether or not DERAYAH has been advised of the possibility
of such Liability.
(D) Nothing in this Agreement shall exclude or restrict any
duty or liability which DERAYAH may have to the Client under
the applicable law in Saudi Arabia.
(E) DERAYAH shall not be personally liable for any taxes or
duties payable on or in respect of any securities and cash.
(F) As regards acts and omissions prior to the date of this
Agreement:
(1) DERAYAH will not be responsible for any act or omission
of any person prior to the date of this Agreement or for any
Liabilities or costs incurred as a result of any such prior act or
omission;
(2) DERAYAH will be entitled to rely upon all records and
accounts prepared or maintained for the Client prior to the
date of this Agreement and will be expressly relieved from
any duty or obligation to verify the information contained in
such records and accounts; or
(3) DERAYAH will be entitled to treat as valid any certificate
or document confirming ownership of a security purporting
to have been issued by or on behalf of the issuer prior to the
date of this Agreement and will be expressly relieved from
any duty or obligation to verify the signature or authority to
sign of the person or persons purporting to sign any such
certificate or document.
(G) DERAYAH shall not be liable for the management of or
any diminution in the value of the securities and cash.
(H) DERAYAH shall not be liable for losses of any kind which
may be incurred by the Client as a result of the provision of its
services by DERAYAH in accordance with the Instructions of
the Client, the applicable law and market practice except
where such loss is due to the gross negligence, fraud or wilful
default of DERAYAH or any other person appointed by it or
their respective officers or employees or agents.
30. INDEMNIFICATION
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
30-1. Without prejudice to any other right of indemnity to
which DERAYAH is entitled under applicable law, but subject
to Clause 29, you shall indemnify DERAYAH and keep it
indemnified against all Liabilities to which it may be or
become subject or which may be incurred by it in the
discharge or purported discharge of any of its functions under
this Agreement or in respect of any other matter or thing
done or omitted in any way relating to this Agreement
(including all Liabilities incurred in disputing or defending any
of the foregoing).
30-2. All indemnities under this Agreement shall continue
for a period of 5 years notwithstanding the termination of
this Agreement.
31. CONTRACT NOTES, STATEMENTS AND OTHER
INFORMATION
31-1. On the date an Instruction is executed, partially or
fully, DERAYAH shall send the Client (by email to the Client’s
registered email address) the contract note detailing the
transaction. DERAYAH shall charge a fee for issuing or
dispatching paper- based reports and/or statements in
accordance with DERAYAH's rate sheet
31-2. DERAYAH will prepare statements of account
providing details of the securities in the Investment Portfolio
and cash in the Investment Account or Overseas Cash
Account as at the date of the statement ("Statements") at
least every 3 months (unless there is a nil balance in the
relevant account in which case statements will be sent at
least every 12 months) or at such other (more regular)
frequency as may be agreed in writing by DERAYAH and the
Client, and send these to the Client by facsimile or email or
other electronic means. The value of assets shown on the
Statements will be determined by DERAYAH using
information received from reputable published sources
and/or DERAYAH's reasonable judgment.
31-3. The Client is recommended to examine each
contract note and Statement promptly on receipt and notify
DERAYAH as soon as reasonably practicable, but no later than
15 days from the date of such contract note or Statement, of
any errors and discrepancies.
31-4. DERAYAH will use reasonable endeavours to provide
the Client with such information about the securities as the
Client may reasonably request in writing from time to time.
DERAYAH will have no obligation to forward to the Client any
other information received by DERAYAH in relation to the
Securities other than as set out in this Clause 31.
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
31-5. The Client hereby acknowledges that the Overseas
Cash Accounts are set up in the Client's own name by
DERAYAH as agent and accordingly such cash is held by the
Sub-Broker for the Client. DERAYAH shall owe the Client no
obligations in relation to the Overseas Cash Account save as
set out in this Agreement.
31-6. DERAYAH and Client may set up arrangements so
that statements of Overseas Cash Accounts are sent directly
to the Client. DERAYAH will use reasonable endeavours to
forward statements relating to Overseas Cash Accounts from
Sub- Brokers to the Client, where they are sent in error to
DERAYAH and not sent directly to Client.
31-7. DERAYAH has no duty to disclose to the Client or the
Client(s) any information in the possession of DERAYAH or
any Affiliate of DERAYAH which might indicate that
Instructions received by DERAYAH may not be in the best
interests of the Client.
32. Clearing Procedures with the Securities Clearing
Center
The Client acknowledges that DERAYAH shall have the right to
require the Client to provide collateral to support the back-to-
back obligations which have at least the same value (after the
application of any appropriate deductions by DERAYAH) as
the margin which DERAYAH has determined with respect to
the corresponding cleared transactions entered into by the
Client. For the avoidance of doubt, the collateral provided by
the Client shall be limited to cover the determined margin.
The Client acknowledges that DERAYAH shall not be obligated
to act on any Instructions related to clearing procedures
which could result in DERAYAH being in breach of the
Securities Clearing Center Rules, and that DERAYAH shall have
the right to close out the related open position if the Client is
unable to provide sufficient collateral pursuant to this clause.
The Client further acknowledges that the provisions of this
clause shall only apply on the margin requirements arising
from positions related to the Client's collateral account.
33. Personal Data
DERAYAH shall process Personal Data only to the extent
necessary to provide the services under this Agreement and
only in accordance with documented instructions from the
Client and the Personal Data Protection Law. DERAYAH shall
ensure that persons authorized to process the Personal Data
accesses such Personal Data strictly on a need-to-know basis
and in compliance with the applicable laws as necessary to
perform their roles in the provision of this Agreement.
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
For the purpose of this Clause:
“Personal Data” any data, regardless of its source or form,
that may lead to identifying an individual specifically, or that
may directly or indirectly make it possible to identify an
individual, including name, personal identification number,
addresses, contact numbers, license numbers, records,
personal assets, bank and credit card numbers, photos and
videos of an individual, and any other data of personal
nature.
"Data Protection Law" means all applicable data protection
laws, regulations and standards as set forward by the Saudi
authorities including, but not limited to, the Saudi Arabian
Personal Data Protection Law promulgated by Royal Decree
No. M/19, dated 09/02/1443H on 24 September 2021 and its
implementing regulations, in addition to the laws, regulations
and policies issued from time to time by Saudi Authority for
Data and Artificial Intelligence (“SDAIA”) or any other
competent regulator.
34. Binding Clause
This Agreement shall be binding upon both Parties and their
respective successors and permitted assigns, but the Client
shall not assign, delegate transfer or otherwise dispose of the
Client's benefits and obligations under this Agreement
without the prior written consent of DERAYAH.
35. Amending The Agreement
The Client agrees that DERAYAH may change the terms and
conditions of this Agreement, in whole or in part, upon notice
to the Client; no provision of this Agreement may be
amended in any other manner.
36. Governing Law
This Agreement shall be governed by and construed in
accordance with the laws of the Kingdom of Saudi Arabia,
including the Saudi Capital Market Law and all the
implementing regulations issued thereunder.
The Parties will seek to resolve any dispute arising out of or in
connection with this Agreement and the matters
contemplated herein amicably. In the event that a dispute
cannot be settled amicably within thirty (30) days of notice
being given by and to any party, the Parties hereby agree that
such dispute shall be settled by the Committee for the
Resolution of Securities Disputes in the Kingdom of Saudi
Arabia.
37. Governing Language
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
This Agreement may be executed in both the English and
Arabic languages. In case of any difference in meaning
between the English and Arabic texts, the Arabic text shall
prevail, provided that the Arabic text shall be interpreted
with due consideration given to the English text.
38. Understanding of these Terms of Business
The Client acknowledges having read and understood this
Agreement and having been given the opportunity to ask
questions relating hereto, and the Client agrees that this
Agreement will govern the Client's relationship with
DERAYAH.
39. Transfer of portfolio
If the Client wishes to transfer his/her portfolio account from
DERAYAH to another authorized person or broker, DERAYAH
shall, in accordance with the law, liquidate the Client's
portfolio at the Client's own expense and pay to the Client
the balance of such liquidated investments.
40. FATCA
The U.S. tax provisions commonly known as the Foreign
Account Tax Compliance Act, the regulations (whether
proposed, temporary or final), including any subsequent
amendments, and administrative guidance promulgated
thereunder (or which may be promulgated in the future) and
any applicable intergovernmental agreements in respect
thereof (or any similar intergovernmental agreements which
may be applicable to DERAYAH), including any implementing
legislation, regulations and guidance promulgated (or which
may be promulgated) thereunder and any subsequent
amendments to any of the foregoing ("FATCA") impose or
may impose a number of obligations on DERAYAH. In this
regard:
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
40-1. Client acknowledges that, in order to comply with the
provisions of FATCA and avoid the imposition of U.S. federal
withholding tax, DERAYAH may, from time to time and to the
extent provided under FATCA, (i) require further information
and/or documentation from Client, which information and/or
documentation (A) may include, but is not limited to,
information and/or documentation relating to or concerning
the identity, residence (or jurisdiction of formation) and
income tax status of Client and its direct and indirect
beneficial owners (if any), and (B) may need to be certified by
Client under penalties of perjury, and (ii) provide or disclose
any such information and documentation to governmental
agencies of the United States or other jurisdictions (including
the U.S. Internal Revenue Service) and persons from or
through which DERAYAH may receive payments or proceeds,
or with which DERAYAH may have an account (within the
meaning of FATCA.
40-2. Client agrees that it shall provide such information
and/or documentation concerning itself and its direct and
indirect beneficial owners (if any), as and when requested by
DERAYAH, as DERAYAH in its sole discretion determines is
necessary or advisable for DERAYAH to comply with its
obligations under FATCA, including, but not limited to, in
connection with DERAYAH entering into or amending or
modifying an "FFI Agreement" (as defined under FATCA) with
the U.S. Internal Revenue Service and maintaining ongoing
compliance with such agreement. Client should consult its tax
advisors as to the type of information that may be required
from Client under this Clause 37.
IRS
40-3. Consistent with FATCA, and notwithstanding anything
to the contrary herein, Client agrees to waive any provision of
law of any jurisdiction (including under the Authorised
Persons Regulations of the Kingdom of Saudi Arabia) that
would, absent a waiver, prevent DERAYAH's compliance with
its obligations under FATCA, including under any FFI
Agreement, and hereby consents to the disclosure by
DERAYAH of any information regarding Client (including
information regarding its direct and indirect beneficial
owners, if any) as DERAYAH determines is necessary or
advisable to comply with FATCA (including the terms of any
FFI Agreement.
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
40-4. Client acknowledges that, if Client does not timely
provide and/or update the requested information and/or
documentation or waiver, as applicable ("FATCA Compliance
Failure"), DERAYAH may, in its sole and absolute discretion
and in addition to all other remedies available at law, in
equity or under this Agreement, cause Client to withdraw its
account in whole or in part. In the event of a FATCA
Compliance Failure, DERAYAH shall be entitled to presume
that Client is a person subject to U.S. federal withholding tax
under FATCA unless and until such FATCA Compliance Failure
is resolved to the satisfaction of DERAYAH in its sole
discretion. Client shall indemnify and hold harmless DERAYAH
from and against any withholding taxes, interest, penalties or
other expenses or costs with respect to Client's FATCA
Compliance Failure.
40-5. Client irrevocably and unconditionally authorizes
DERAYAH to withhold and deduct any amounts applicable to
Client under FATCA ("FATCA Deductions"), and to remit such
amounts to the U.S. Internal Revenue Service or other
applicable governmental authority in accordance with
applicable law. Any such FATCA Deductions shall be
considered amounts paid to or for account of Client for
purposes of this Agreement. In no event shall DERAYAH be
required to increase any payment in respect of which it
makes such a FATCA Deduction.
40-6. Client acknowledges and agrees that DERAYAH will
determine in its sole discretion how to comply with FATCA,
and that Client shall have no claim against DERAYAH for any
damages or liabilities attributable to any FATCA compliance
related determinations pursuant to this Clause 39.
41. Client Undertakings
By signing this Agreement, the Client:
(A) undertakes that it understands the terms and conditions
of the investment account opening agreement, and that all
data and information provided to DERAYAH are correct,
comprehensive, valid and non-misleading.
(B) undertakes that the Client is committed to update its
data and information or confirmation that there are no
changes to the information, either when asked by DERAYAH
at the end of each period set by DERAYAH. The Client is
further committed to provide renewed versions of his/her
identification documents after their expiry.
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
(C) the Client undertakes to immediately notify DERAYAH
when a change occurs to the Client’s ID or passport or if the
Client is a company, the commercial registration,
identification documents of the manager or board of
directors, resolutions appointing the directors and
authorizing the opening of Client Accounts, list of persons
authorized to operate Client Account and any government
licenses issued in respect of its activities, or any of the
documents required by Derayah in its Know-Your-Customer
form.
(D) undertakes that it is aware that DERAYAH will freeze the
Client's investment account when this commitment set forth
in this Clause is breached.
(E) if the Client is a foreigner residing in the Saudi Arabia:
(1) acknowledges that his/her right to invest in securities in
the Kingdom of Saudi Arabia is associated with providing his
residence permit (Iqama) to DERAYAH; and that DERAYAH will
freeze the investment account if he does not update the
account`s information or does not provide DERAYAH with the
residence permit (Iqama) after its renewal.
(2) undertakes to provide DERAYAH with the renewed
residence permit (Iqama) upon its validity expiry, or when
DERAYAH requested an update of the account`s information.
(3) acknowledges that DERAYAH has the right to liquidate
the securities in the portfolio linked to the investment
account, transfer its cash to the Client`s bank account linked
the investment account, and then close the investment
account, if the investment account was frozen for more than
(12) months.
(4) acknowledges that he may not close his investment
account if his/her residence permit (Iqama) is expired, until
such Client has provided the renewed residence permit
(Iqamah) or a final exit visa, unless the CMA instructs
otherwise.
(F) if the Client is a blind or illiterate person, undertakes
that the personal reference must be a natural person with full
legal capacity who personally knows the blind or the illiterate
person, holds a valid national identification card, and able to
explain and read to the blind or the illiterate person the
investment account opening procedures and terms and
conditions of the investment account opening agreement.
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
(G) if client is a blind or illiterate person, undertakes that
he/she must not use any services provided by telephone or
electronic services for operating the investment account until
one of DERAYAH `s employees or his/her personal reference
explain to him/her the terms and conditions related to such
services, and DERAYAH to inform the blind or illiterate Client
that such services are provided to him/her based on his/her
desire, choice and awareness of the risks associated with
using such services, and his/her legal responsibility of all
transactions executed through such services.
(H) undertakes that if the investment account is in the name
of the Client, but to be operated by the guardian or the
custodian or the legal representative, the guardian or the
custodian or the legal representative shall bear all legal
responsibilities by operating the Client personal investment
account. The Client undertakes and agrees that DERAYAH
shall have the right to obtain similar undertaking from the
guardian or the custodian or the legal representative.
(I) If the Client is an entity, undertakes that the Client is
authorized pursuant to its articles of incorporation, charter,
by-laws, operating agreement or other governing
document(s) and applicable laws and regulations to: (1) retain
the services of DERAYAH; (2) enter into this Agreement; (3)
engage in the securities, options, futures, and other
investment transactions to be effected through its account;
and (4) engage in all other transactions and activities
contemplated by this Agreement.
(J) undertakes that Client is not an affiliated person,
officer, director, or employee of any U.S. securities broker or
dealer, introducing broker, futures commission merchant,
exchange, market or clearing house.
(K) undertakes and acknowledges that all Client’s orders are
for Client’s benefit, and not for the benefit of DERAYAH or
another broker or dealer.
(L) undertakes to adhere to the Capital Market Law and its
Implementing Regulations, and other laws and regulations of
the Kingdom of Saudi Arabia, in particular the Anti-Money
Laundering Law and its Implementing Regulation and the Law
of Terrorism Crimes and Financing.
(M) undertakes to submit a written request to DERAYAH
when he or her desires to close his or her investment account
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
(N) Client undertakes that there are no civil or criminal
complaints, investigations, proceedings, actions or suits
pending against or involving Client or any of Client’s officers,
directors, or employees: (1) that allege any material violation
by DERAYAH of any of the criminal, securities, or commodities
laws or regulations of any jurisdiction, regulatory or self-
regulatory organization, or exchange or (2) that, if decided,
would have a material, adverse effect on the ability of
DERAYAH to fulfill its obligations under this Agreement. Client
undertakes to update this information to DERAYAH in the
event of any material change.
(O) Client undertakes that it is not subject to any
disciplinary action, suspension or restriction imposed by any
agency, regulatory or self-regulatory organization, or
exchange that would materially and adversely affect Client’s
ability to fulfill its obligations hereunder. The Client shall also
promptly notify DERAYAH if it becomes subject to any such
disciplinary action, suspension, or restriction and provide to
DERAYAH a copy of any decision relating to such disciplinary
action, suspension, or restriction. In either of these events,
DERAYAH may take any action it deems to be necessary: (1)
to assure itself that Client will continue to comply with the
Laws and Regulations notwithstanding such action,
suspension or restriction, and (2) to comply with any
requests, directives, or demands made upon DERAYAH by any
agency, regulatory or self-regulatory organization, or
exchange.
(P) The Client acknowledges that DERAYAH may liquidate
positions in Client’s account, without any prior notice to
Client, in order to meet margin or risk management
requirements with respect to any financial product
maintained by the Client. The Client understands that such
liquidation may result in deficiencies to his/her account,
agrees to be responsible for and undertakes to promptly pay
to DERAYAH any deficiencies in any account that arise from
such liquidation or remain after such liquidation. The Client
understands and acknowledges that DERAYAH will not have
any liability to the Client for any losses or damages sustained
by the Client in connection with such liquidations.
41. Severability
If any provision of this Agreement shall be held invalid, illegal
or unenforceable, the validity, legality or enforceability of the
other provisions of this Agreement shall not be affected and
there shall be deemed substituted for the provision or
provisions at issue a valid, legal and enforceable provision as
similar as possible to the provision at issue.
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
IN WITNESS WHEREOF, this Terms of Business has been
signed as of the date written below.
Client's Name
________________
Signature
________________
Place & Date:
_________________
FOR DERAYAH FINANCIAL USE ONLY
· All required information and documents are complete
· The customer signed the documents personally in front
of me
Employee Name _______________
Employee Signature: _______________
Date: _______________
Compliance Department Approval:
Employee Name _______________
Employee Signature: _______________
Date: _______________
CEO Approval:
Employee Name _______________
Employee Signature: _______________
Date: _______________
The account has been opened for the client
Employee Name _______________
Employee Signature: _______________
Date: _______________
Annexure -- Principal Terms (the "SSB Annex")
1. Applicability and Authorization of DERAYAH
1.1 From time to time the Parties may enter into Shariah-
compliant securities selling and buying transactions on the
terms set out in this SSB Annex. In each such transaction the
Client provides a Client Unilateral Undertaking (Wa'd) (as
defined in Clause 2) to DERAYAH (as further described in
Clause 3.3), ensuring compliance with the Shariah principle
that only one party may provide an undertaking in a
transaction of this nature.
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
1.2 Each such transaction shall be referred to in this SSB
Annex as a Sale Transaction and shall be governed by the
terms of this SSB Annex.
1.3 Either Party may act as Seller or Buyer under a Sale
Transaction, in each case in the capacity of a principal. Where
a Party acts as Seller, then reference to Seller in this SSB
Annex shall refer to that Party with respect to those Sale
Transactions where that Party acts as the Seller. Where a
Party acts as Buyer, then reference to Buyer in this SSB Annex
shall refer to that Party with respect to those Sale
Transactions where that Party acts as Buyer.
1.4 All Sale Transactions entered into under this SSB
Annex shall comply with Shariah principles as determined by
DERAYAH's Shariah Advisor. In the event of any inconsistency
between conventional transaction provisions and Shariah-
compliant transaction provisions, the latter shall prevail for all
Sale Transactions.
1.5 The Parties acknowledge and agree that each Sale
Transaction consists of two distinct legs: (i) an Initial Sale at a
Deferred Sale Price; and (ii) a Return Sale at an Exercise Price,
supported by separate undertakings (wa'd) given by the
Client under Clause 3.
1.6 The Client authorizes DERAYAH, which authorisation
DERAYAH accepts, to initiate Sale Transactions with respect
to the Client's Securities for the purpose of Shariah-compliant
securities financing, where: (i) DERAYAH acts as Buyer and
the Client acts as Seller; or (ii) the Client acts as Buyer and
DERAYAH acts as Seller.
1.7 The Client may, at any time via approved online
channels or call centre, request to purchase Securities from
DERAYAH through an SSB Transaction and DERAYAH may, at
its sole discretion, either agree or reject such request. In the
event that DERAYAH agrees to the Client's request, such
transaction shall constitute a Sale Transaction where the
Client acts as Buyer and DERAYAH acts as Seller.
1.8 All Property related to a Sale Transaction made
pursuant to this SSB Annex shall be held by DERAYAH in
accordance with the Terms of Business and Investment
Account Agreement between DERAYAH and the Client.
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
1.9 The Client authorizes DERAYAH, which authorisation
DERAYAH accepts, to perform such actions on behalf of the
Client as may be required to discharge each of the Client's
obligations under this SSB Annex, provided that such
delegation shall not relieve the Client of its obligations or
liability under this SSB Annex and DERAYAH by acting
accordingly shall not incur any liability under this SSB Annex.
Pursuant to such authorization DERAYAH shall be permitted,
without limitation, to:
(A) transfer Securities from the Client's Investment
Portfolio to DERAYAH's account in respect of a Sale
Transaction where the Client is Seller; and
(B) transfer Collateral from the Client's Investment
Account or Investment Portfolio to DERAYAH's account(s) in
respect of a Sale Transaction where the Client is Buyer.
DERAYAH’S authorization under this Clause shall be subject to
any subsequent Instructions received by the Client in
accordance with the Terms of Business.
2. Definitions and interpretation
2.1 Terms and expressions defined by the Capital Market
Authority in its Implementing Regulations shall have the same
meaning in this SSB Annex unless otherwise provided or
unless the context requires otherwise. In this SSB Annex
unless the context otherwise requires, the following
definitions apply:
Alternative Collateral means Collateral having a Market
Value equal to the Collateral delivered pursuant to Clause 5
and provided by way of substitution in accordance with the
provisions of Clause 5.4;
Annual Rate means the rate used to calculate the Discount
Price.
Applicable Law means the laws, rules (including the Rules)
and regulations of any relevant jurisdiction, including
published practice of any government in connection with
such laws, rules and regulations;
Business Day means in relation to anything done or to be
done in any part of Saudi Arabia means any day other than a
Friday, a Saturday or a public holiday in the relevant part of
Saudi Arabia and, in relation to anything done or to be done
by reference to a market outside Saudi Arabia, means any day
on which that market is normally open for business if that day
is also a business day in Saudi Arabia;
Buyer means the Party that purchases Securities in the Initial
Sale leg of a Sale Transaction;
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
Buyer Unilateral Undertaking (Wa’d) means the unilateral
undertaking (Wa’d) given by the Client to DERAYAH pursuant
to Clause 3.3(b).
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 its functions;
Cash Collateral means Collateral taking the form of a transfer
of currency as may be accepted by DERAYAH;
Client Collateral Accounts has the meaning given in Clause
5.1;
Client Unilateral Undertaking (Wa'd) means the Buyer
Unilateral Undertaking (Wa’d) or the Seller Unilateral
Undertaking (Wa’d);
Close of Business means the time at which the relevant
banks, securities settlement systems or depositaries close in
the business centre in which payment is to be made or
Securities or Collateral is to be delivered;
Collateral means Cash Collateral, Listed Securities and such
other securities or financial instruments, as are specified in
the Company's Collateral Policy which are provided by the
Buyer to the Seller as Rahn to secure its obligation to execute
the Return Sale at the specified Exercise Price in accordance
with this SSB Annex and shall include Alternative Collateral;
Collateral Policy means DERAYAH’s policy on acceptable
forms of collateral and maintenance of collateral for SSB
Transactions, which is available upon request;
Defaulting Party has the meaning given in Clause 10;
Deferred Sale Price has the meaning given in Schedule 1;
Delivery means in relation to any Securities or Collateral or
Equivalent Securities or Equivalent Collateral comprising
Securities held within a clearing or settlement system, the
crediting of such Securities to an account of Buyer or Seller,
as the case may be and deliver shall be construed accordingly
except that, where DERAYAH is Buyer, Delivery of Collateral
shall mean transfer or crediting of the relevant Securities into
the Client Collateral Accounts and deliver shall be construed
accordingly;
Discount Price has the meaning given in Schedule 1;
Edaa means the Securities Depository Center Company
established under the Capital Markets Law;
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
"Equivalent" or "equivalent to" in relation to any Securities
provided under this SSB Annex through a Sale Transaction or
as Collateral means Securities of an identical type, nominal
value, description and amount to particular Securities so
provided. If and to the extent that such Securities are partly
paid or have been converted, subdivided, consolidated, made
the subject of a takeover, rights of pre-emption, rights to
receive securities or a certificate which may at a future date
be exchanged for Securities, the expression shall include such
Securities or other assets to which Seller or Buyer (as the case
may be) is entitled following the occurrence of the relevant
event, and, if appropriate, the giving of the relevant notice in
accordance with Clause 6.5 and provided that the Seller or
Buyer (as the case may be) has paid to the other Party all and
any sums due in respect thereof. In the event that such
Securities have been redeemed, are partly paid, are the
subject of a capitalisation issue or are subject to an event
similar to any of the foregoing events described in this
definition, the expression shall have the following meanings:
6-5
(A) in the case of redemption, a sum of money equivalent to
the proceeds of the redemption;
(B) in the case of a demand for additional payment on
partly-paid Securities, Securities equivalent to the relevant
Securities provided through a Sale Transaction or as
Collateral, as the case may be, provided that Seller shall have
paid Buyer, in respect of Securities provided through a Sale
Transaction, and Buyer shall have paid to Seller, in respect
Securities provided as Collateral, an amount of money equal
to the sum due in respect of the call;
(C) in the case of a capitalisation issue, Securities equivalent
to the relevant Securities provided through a Sale Transaction
or as Collateral, as the case may be, together with the
securities allotted by way of bonus thereon;
(D) in the case of any event similar to any of the foregoing
events described in this definition, Securities equivalent to
Securities provided through a Sale Transaction or as
Collateral, as the case may be, together with or replaced by a
sum of money or Securities or other property equivalent to
that received in respect of such Securities equivalent to
Securities provided through a Sale Transaction or as
Collateral, as the case may be, resulting from such event.
Exchange or Tadawul means the Saudi Exchange established
as a subsidiary of the Saudi Tadawul Group under the Capital
Market Law;
Exercise Price has the meaning given in Schedule 1.
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
Income means any dividends or other distributions of any
kind whatsoever with respect to any Securities or Collateral;
Income Record Date, with respect to any Securities or
Collateral, means the date by reference to which holders of
such Securities or Collateral are identified as being entitled to
payment of Income;
Initial Sale means the first leg of a Sale Transaction where
Securities are sold from the Seller to the Buyer at the
Deferred Sale Price.
Insolvency Event means the making of a bankruptcy order,
the presentation of a winding up petition which is not
withdrawn or dismissed within 30 days, the making of a
winding-up order or passing of a winding-up resolution, the
appointment of an administrator or receiver, an insolvent re-
organization (by way of voluntary arrangement, scheme of
arrangement or otherwise) or the occurrence of any similar
or analogous insolvency event in any jurisdiction;
Investment Account Agreement means an investment
account agreement between DERAYAH and the Client;
Listed Securities means securities admitted to listing on
Tadawul;
Margin means the margin specified for each type of Collateral
which is permitted under the Collateral Policy;
Market Price means the closing price of the Securities sold in
the Initial Sale leg of a Sale Transaction on the day such
Securities are sold;
Market Value means:
(A) in relation to the valuation of Securities, Equivalent
Securities, Collateral or Equivalent Collateral (other than Cash
Collateral), either:
(1) during a trading session, such price as is equal to the
market quotation for the mid-price of such Securities,
Equivalent Securities, Collateral and/or Equivalent Collateral
as shown by Tadawul; or
(2) at any other time, the last closing price at Close of
Business on the previous Business Day of such Securities,
Equivalent Securities, Collateral and/or Equivalent Collateral
as shown by Tadawul, Edaa or the registrar appointed by the
issuer of a security;
unless agreed otherwise or where DERAYAH has determined
(in its sole discretion acting in good faith) that there has been
an exceptional movement in the price of the asset in question
since such time, the latest available price, plus (in each case):
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
(3) the aggregate amount of Income which has accrued but
not yet been paid in respect of the Securities, Equivalent
Securities, Collateral or Equivalent Collateral concerned to
the extent not included in such price,
provided that the price of Securities, Equivalent Securities,
Collateral or Equivalent Collateral that are suspended or that
cannot legally be transferred or that are transferred or
required to be transferred to a government, trustee or third
party (whether by reason of nationalisation, expropriation or
otherwise) shall for all purposes be a commercially
reasonable price agreed between the Parties;
Non-Cash Collateral means Collateral other than Cash
Collateral;
Non-Defaulting Party has the meaning given in Clause 10;
10
Parties means Seller and Buyer and Party shall be construed
accordingly;
Period means the duration in days between the Initial Sale
and the Return Sale in a Sale Transaction;
Permitted Purpose means a purpose for a Sale Transaction
permitted by the SBL Regulations from time to time;
Posted Collateral has the meaning given in Clause 5.5;
Property means Collateral (including Cash Collateral in an
investment account opened pursuant to an Investment
Account Agreement), Cash and Securities from time to time
held by DERAYAH for the Institution in accordance with the
Terms of Business and/or Investment Account Agreement;
Return Sale means the second leg of a Sale Transaction
where Securities are sold back from Buyer to Seller at the
Exercise Price;
Rahn means the Shariah-compliant arrangement whereby
assets are pledged as security against an obligation, allowing
the secured party to have recourse to such assets (or their
value) to satisfy the secured obligation in case of default.
Required Collateral Value has the meaning given in Clause
5.5;
Rules means any regulations, rules, instructions, procedures
and orders issued by the Capital Market Authority relating to
the implementation of the Capital Market Law, as amended,
including without limitation the SBL Regulations.
Sales Tax means value added tax and any other Tax of a
similar nature;
Sale Transaction means a complete SSB Transaction,
comprising both the Initial Sale and Return Sale legs;
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
SBL Regulations means the Tadawul securities borrowing and
lending regulations approved by the Board of the Capital
Market Authority pursuant to its resolution;
Securities means:
(A) in the case of Securities which are purchased or sold by
the Client, Listed Securities which are eligible for securities
selling and buying transactions in accordance with the Rules
and which are held in the Investment Portfolios and available
for Sale Transactions;
(B) in all other cases, Listed Securities that are Shariah-
compliant as determined by the Shariah Advisor;
Seller means the Party that sells Securities in the Initial Sale
leg of a Sale Transaction;
Seller Unilateral Undertaking (Wa’d) means the unilateral
undertaking (Wa’d) given by the Client to DERAYAH pursuant
to Clause 3.3(a);
Shariah means the requirements and principles of Islam as
interpreted and determined by the Shariah Advisor;
Shariah Advisor means the individual scholars or body of
scholars appointed by DERAYAH to review, approve and
certify that the Sale Transactions are in compliance with
Shariah principles;
Shariah-compliant means in compliance with the principles
of Shariah as determined by the Shariah Advisor;
Sold Securities means Securities which are the subject of an
Initial Sale;
SSB Transactions means securities selling and buying
transactions that are structured in accordance with Shariah
principles as an alternative to conventional securities
borrowing and lending;
Tax means any present or future tax (including Sales Tax),
levy, impost, duty, charge, assessment or fee of any nature
(including penalties and additions thereto) imposed by any
government or other taxing authority in respect of any
transaction effected pursuant to or contemplated by, or any
payment under or in respect of, this SSB Annex;
Terms of Business means the general terms of business
signed between DERAYAH and the Client for the provision of
securities services; and
Transaction Return means the financial benefit derived by
the Seller from a Sale Transaction as calculated in accordance
with Schedule 1.
3. Sale Transactions
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
3-1 Seller will sell Securities to Buyer, and Buyer will
purchase Securities from Seller as a Sale Transaction in
accordance with the terms and conditions of this SSB Annex,
subject to the Rules, Applicable Law and Shariah-compliant
principles. The specific terms of each Sale Transaction,
including any negotiated pricing arrangements pursuant to
Schedule 1, Clause 1.5, shall be agreed between the Parties
prior to execution.
3.2 Each Sale Transaction shall consist of:
(a) an Initial Sale whereby Seller sells Securities to Buyer at
the Deferred Sale Price against the transfer of Collateral from
Buyer to Seller; and
(b) a Return Sale whereby Buyer sells equivalent Securities
back to Seller at the Exercise Price.
3-3 Client Unilateral Undertaking (Wa'd)
The Client hereby gives the following Client Unilateral
Undertakings (Wa'd) to DERAYAH in relation to each Sale
Transaction:
(a) where the Client acts as Seller, the Client undertakes to
purchase equivalent Securities from DERAYAH at the Exercise
Price in the Return Sale upon DERAYAH's request and return
to DERAYAH any Cash Collateral or deliver Collateral
equivalent to the Collateral provided by DERAYAH in
accordance with Clause 8.5; and
(b) where the Client acts as Buyer, the Client undertakes to
sell equivalent Securities to DERAYAH at the Exercise Price in
the Return Sale upon DERAYAH's request by procuring
Delivery or delivering the Equivalent Securities to DERAYAH in
accordance with Clause 8.4.
3-4 DERAYAH's Role and Obligations
DERAYAH acts as principal/broker facilitating the SSB
Transactions and may:
(A) request performance of the Client Unilateral
Undertakings (Wa'd) upon occurrence of trigger events
described in Clause 8.3;
(B) act as counterparty in transactions with the Client;
(C) facilitate transactions between the Client and third
parties.
3-5 Shariah Compliance Principles
(a) Only the Client provides the Client Unilateral
Undertakings (Wa'd) in each Sale Transaction, ensuring
compliance with Shariah requirements for unilateral
undertakings.
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
(b) DERAYAH has the right to request fulfilment of the Client
Unilateral Undertakings (Wa'd) by the Client.
4. Transfer of Securities
4-1 Transfer of Securities on Initial Sale
Seller shall procure the Delivery of Securities to Buyer or
deliver such Securities in accordance with this SSB Annex at
the agreed Deferred Sale Price.
4-2 Transfer of Securities on Return Sale
Buyer shall procure the Delivery of Securities to Seller or
deliver such Securities in accordance with this SSB Annex at
the agreed Exercise Price in accordance with Clause 8.
4-3 Requirements to effect Transfer and Delivery
The Parties shall execute and deliver all necessary documents
and give all necessary instructions to procure that all right,
title and interest in:
(a) any Securities transferred pursuant to Clause 3;
3
(b) any Securities transferred pursuant to Clause 8;
(c) any Collateral delivered pursuant to Clause 5;
(d) any Equivalent Collateral delivered pursuant to Clauses 5
or 8;
shall pass from one Party to the other subject to the terms
and conditions set out in this SSB Annex, on delivery of the
same in accordance with this SSB Annex with full title
guarantee, free from all liens, charges and encumbrances.
4-4 Deliveries of Income
In respect of Income being paid in relation to any Sold
Securities or Collateral, Buyer (in the case of Income being
paid in respect of Sold Securities) and Seller (in the case of
Income being paid in respect of Collateral) shall provide to
the other Party, as the case may be, any endorsements or
assignments as shall be customary and appropriate to effect,
in accordance with Clause 6, the payment or delivery of
money or property in respect of such Income to Seller,
irrespective of whether Buyer received such endorsements or
assignments in respect of any Sold Securities, or to Buyer,
irrespective of whether Seller received such endorsements or
assignments in respect of any Collateral.
5. Collateral
5-1 Management of Shariah-Compliant Collateral
DERAYAH shall establish the following accounts for the
purpose of holding and managing Shariah-compliant
Collateral which it is required to provide when acting as Buyer
under this Agreement:
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
(a) one or more security accounts with Edaa to hold
Shariah-compliant Securities made available by DERAYAH as
Collateral;
(b) an omnibus cash account held for the benefit of
DERAYAH's clients in which DERAYAH will deposit Shariah-
compliant Cash Collateral;
together the Client Collateral Accounts.
5-2. Provision of Collateral on commencement of Initial
Sale
Subject to the other provisions of this Clause 5, Buyer
undertakes to deliver to or deposit with Seller Shariah-
compliant Collateral simultaneously with the transfer of
Securities in the Initial Sale. This Collateral serves as Rahn for
the Buyer's obligation to perform the Return Sale. Collateral
shall in all cases at a minimum be not less than 100% of the
current Market Value of the Sold Securities.
5-3. Types of Shariah-Compliant Collateral
Only the following types of Collateral shall be acceptable:
(a) Shariah-compliant Cash Instruments:
- Islamic Fixed deposits
- Other Shariah-compliant cash instruments
(b) Securities:
- Shariah-compliant securities only, as determined by
DERAYAH's Shariah Advisor
- Listed securities approved as Shariah-compliant
- Approved sukuk
5-4. Substitutions of Collateral
Buyer may from time to time call for the return of Cash
Collateral or the Delivery of Collateral equivalent to any
Collateral delivered to Seller prior to the date on which the
same would otherwise have been returnable or deliverable
provided that at or prior to the time of such return or
Delivery, Buyer shall have delivered Alternative Collateral
acceptable to Seller and Buyer is in compliance with Clause
5.5.
5-5
5.5 Marking to Market of Collateral during the period
between Initial Sale and Return Sale
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
(a) The Market Value of the Collateral Delivered (excluding
any Equivalent Collateral returned or delivered under Clause
5.5(b)) (Posted Collateral) in respect of a Sale Transaction
outstanding under this SSB Annex shall be equal to at least
100% of the Market Value of Securities equivalent to the Sold
Securities and the applicable Margin (the Required Collateral
Value) in respect of such Sale Transactions.
(b) If at any time on any Business Day the Market Value of
the Posted Collateral in respect of any Sale Transaction
exceeds the Required Collateral Value in respect of such Sale
Transaction, Seller shall (on demand) return and/or Deliver,
as the case may be, to Buyer such Equivalent Collateral as will
eliminate the excess. For the avoidance of doubt, where the
Client is Seller, DERAYAH shall be authorized to withdraw
such amount from the Client Collateral Accounts.
(c) If at any time on any Business Day the Market Value of
the Posted Collateral falls below the Required Collateral
Value, Buyer shall (on demand) provide such further
Collateral to Seller as will eliminate the deficiency.
5-6. Timing of returns of excess Collateral or deliveries
of further Collateral
Where any Equivalent Collateral falls to be returned or
Delivered (as the case may be) or further Collateral is to be
provided under this Clause 5, if the relevant demand is
received by 3 pm on a Business Day (the Notifications Time),
then the delivery shall be made not later than the Close of
Business on the next Business Day; if a demand is received
after the Notifications Time, then the relevant delivery shall
be made not later than the Close of Business on the second
Business Day after the date such demand is received.
5-7. Shariah Compliance of Collateral
(a) If any Collateral provided under this SSB Annex ceases to
be Shariah- compliant as determined by the Shariah Advisor,
Buyer shall replace such Collateral with Shariah-compliant
Collateral to the extent practicable.
(b) The Parties acknowledge that the Collateral
arrangement is structured as a security (rahn) under Shariah
principles and does not involve interest-based transactions.
6. Distribution and Corporate Actions
6-1. Treatment of Income in respect of Sold Securities
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
Where the period between the Initial Sale and Return Sale
extends over an Income Record Date in respect of any Sold
Securities the Seller’s entitlement to such Income shall be
accounted for in the calculation of the Transaction Return set
out in Schedule 1. However, the amount shall be settled by
way of a manufactured payment whereby Buyer shall, on the
date such Income is paid by the issuer, pay or Deliver to Seller
a sum of money or property equivalent to (and in the same
currency as) the type and amount of such Income that would
be received by Seller in respect of such Sold Securities
assuming such Securities were the subject of an Initial Sale to
Buyer and were retained by Seller on the Income Record
Date.
6-2 Treatment of Income in respect of Collateral
Securities
Where Shariah-compliant Collateral Securities are delivered
by Buyer to Seller and an Income Record Date in respect of
such Collateral Securities occurs before Equivalent Collateral
is delivered by Seller to Buyer:
(a) any Income received on such Collateral Securities shall
be deemed to be owned by Buyer as the legal owner under
Shariah; and
(b) Seller shall, on the date such Income is paid, pay or
deliver to Buyer the full amount of such Income or property
equivalent to the type and amount of such Income that
would be received in respect of the Collateral Securities
assuming Seller:
(i) retained the Collateral Securities on the Income
Record Date; and
(ii) is not entitled to any credit, benefit or other relief in
respect of Tax under any Applicable Law for Income relating
to Collateral Securities.
6-3. Income in the form of Securities
Where Income in the form of securities is paid in relation to
any Sold Securities or Collateral:
(a) for Sold Securities - such Securities shall be deemed to
be owned by Seller as the legal owner under Shariah, and
shall be taken into account when calculating the number of
Equivalent Securities to be transferred in the Return Sale
from Buyer to Seller; and
(b) for Collateral Securities - such Securities shall be deemed
to be owned by Seller as the legal owner under Shariah and
shall be added to the Collateral (and shall constitute
Collateral) and will be delivered to Buyer upon the return of
Collateral by Seller.
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
6-4. Exercise of voting rights
Where any voting rights fall to be exercised in relation to any
Sold Securities or Collateral Securities, neither party shall
have any obligation to arrange for voting rights to be
exercised in accordance with the instructions of the other
Party, as this would compromise the genuine transfer of
ownership.
6-5. Corporate actions
Where, in respect of any Sold Securities or any Collateral
Securities, any rights relating to conversion, sub-division,
consolidation, pre-emption, rights arising under a takeover
offer, rights to receive securities or a certificate which may at
a future date be exchanged for securities or other rights
become exercisable prior to the Return Sale:
(a) DERAYAH may by notice to the Client via DERAYAH’s
official online channels prior to the effective date on which
any of the above corporate actions become exercisable
declare that the relevant Sale Transaction shall be terminated
immediately in accordance with Clause 11.2 as if (i)
references to the Termination Date were to the date on
which notice was given under this sub-Clause, and (ii) the Sale
Transaction were the only Sale Transaction outstanding;
(b) then provided DERAYAH has not terminated the relevant
Sale Transaction under Clause 6.5(a):
(i) Seller or Buyer, as the case may be, must, within a
reasonable time before the latest time for the exercise of the
right or option notify the other Party via DERAYAH’s official
online channels that on delivery of Equivalent Securities or
Equivalent Collateral, as the case may be, it wishes to receive
Equivalent Securities or Equivalent Collateral in such form as
will arise if the right is exercised or, in the case of a right
which may be exercised in more than one manner, is
exercised as is specified in such form of communication; and
(ii) subject to compliance with the notice requirements
in Clause 6.5(b)(i) the Exercise Price for the Return Sale shall
be adjusted as necessary to account for any changes in the
Securities resulting from corporate actions pursuant to this
Clause 6.5.
7. Pricing Mechanism for Sale Transactions
7-1. Calculation of Transaction Returns
Transaction Returns in relation to Sale Transactions under
this SSB Annex shall be calculated as the difference between
the Deferred Sale Price minus proceeds from corporate
actions (if any) and the Exercise Price in accordance with the
formulas in Schedule 1.
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
7-2. Payment of Transaction Returns
(a) The Transaction Return for the Seller shall be paid as
follows:
(i) where DERAYAH is Buyer and has entered into a
subsequent Sale Transaction with a third party involving the
same Securities, DERAYAH shall pay to the Client the Client's
share of the Transaction Return as set out in Schedule 1 on a
monthly basis;
(ii) where DERAYAH is Buyer and has not entered into a
subsequent Sale Transaction with a third party, DERAYAH
shall pay to the Client the Transaction Return as set out in
Schedule 1 on a monthly basis;
(iii) where the Client is Buyer, the Client shall pay to
DERAYAH the Transaction Return as set out in Schedule 1 on
a monthly basis.
(b) For the avoidance of doubt, the Parties’ obligations to
pay the Deferred Sale Price and the Exercise Price shall be
satisfied by Buyer paying to Seller the Transaction Return in
accordance with Clause 7.2(a).
7-3. Rates in respect of Cash Collateral
Where Cash Collateral is held in the Client Collateral Accounts
in respect of Sale Transactions where DERAYAH is Buyer,
DERAYAH shall be permitted to receive returns on cash
balances in such accounts.
8. Return Sale of Securities
8-1. Seller's right to trigger Return Sale
Subject to Clause 11, Seller shall be entitled to trigger the
Return Sale and to call for the delivery of all or any Securities
at any time by giving notice on any Business Day of not less
than the standard settlement time for such Securities on the
Exchange. Buyer shall deliver such Securities not later than
the expiry of such notice in accordance with the Seller's
instructions and the Buyer Unilateral Undertaking (Wa’d)
where the Client is Buyer.
8-2. Buyer's right to early Return Sale
Buyer shall be entitled at any time to initiate an early Return
Sale and to deliver all and any Securities due and outstanding
to Seller at the Exercise Price, and Seller shall accept such
delivery and such acceptance shall be in accordance with the
Seller Unilateral Undertaking (Wa’d) where the Client is
Seller.
8-3. Performance of the Client Unilateral Undertakings
(Wa’d)
The Client Unilateral Undertakings (Wa'd) shall be triggered
by any of the following events:
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
(a) DERAYAH's written request to the Client to perform the
Buyer Unilateral Undertaking (Wa’d) or the Seller Unilateral
Undertaking (Wa’d);
(b) in the case of the Client’s Buyer Unilateral Undertaking
(Wa’d), DERAYAH's trigger of a Return Sale pursuant to Clause
8.1 where DERAYAH is Seller and the Client is Buyer;
(c) in the case of the Client’s Seller Unilateral Undertaking
(Wa’d), DERAYAH's initiation of an early Return Sale pursuant
to Clause 8.2 where DERAYAH is Buyer and Client is the Seller;
and
(d) any event that would compromise the Shariah-
compliance of a Sale Transaction.
8-4. Return of Securities in the Return Sale
Buyer shall procure the Delivery of Securities to Seller or
deliver Securities in accordance with this SSB Annex where a
Return Sale has been triggered or initiated, and where the
Client is Buyer the Client will fulfil its Buyer Unilateral
Undertaking (Wa’d) by procuring Delivery or delivering the
Securities to DERAYAH.
8-5. Return of Collateral upon completion of Return Sale
On the date and time that Equivalent Securities are delivered
by Buyer to Seller in the Return Sale, Seller shall
simultaneously pay the Exercise Price and return to Buyer any
Cash Collateral or, as the case may be, deliver Collateral
equivalent to the Collateral provided by Buyer pursuant to
Clause 5 in respect of such Sale Transaction. Where the Client
is Seller the Client will fulfil its Seller Unilateral Undertaking
(Wa’d) by returning to DERAYAH any Cash Collateral or
delivering Collateral equivalent to the Collateral provided by
DERAYAH.
9. Failure to Deliver
9-1. Buyer failure to deliver Equivalent Securities
If Buyer fails to deliver Equivalent Securities in accordance
with Clause 8.4 DERAYAH may:
(a) elect to continue the Sale Transaction; or
(b) at any time while such failure continues, by notice to the
Client via DERAYAH’s official online channels declare that that
Sale Transaction shall be terminated immediately in
accordance with Clause 11.2 as if (i) an Event of Default had
occurred in relation to the Client, (ii) references to the
Termination Date were to the date on which notice was given
under this sub-Clause, and (iii) the Sale Transaction were the
only Sale Transaction outstanding.
9-2. Seller failure to deliver Equivalent Collateral
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
If Seller fails to deliver Equivalent Collateral comprising Non-
Cash Collateral in accordance with Clause 8.5, DERAYAH may:
(a) elect to continue the Sale Transaction; or
(b) at any time while such failure continues, by notice to the
Client via DERAYAH’s official online channels declare that that
Sale Transaction shall be terminated immediately in
accordance with Clause 11.2 as if (i) an Event of Default had
occurred in relation to the Client, (ii) references to the
Termination Date were to the date on which notice was given
under this sub-Clause, and (iii) the transaction were the only
transaction outstanding.
10. Events of Default
10-1. Each of the following events occurring and continuing
in relation to either Party (the Defaulting Party, the other
Party being the Non-Defaulting Party) shall be an Event of
Default but only (subject to sub-Clause 10.1(d) which shall be
an immediate Event of Default) where the Non-Defaulting
Party serves notice on the Defaulting Party via DERAYAH’s
official online channels.
(a) Buyer or Seller failing to pay Cash Collateral or to deliver
Collateral on commencement of the transaction under Clause
5.1 or to deliver further Collateral under Clause 5.3;
(b) Seller or Buyer failing to comply with its obligations
under Clause 6.1 or 6.2. upon the due date and not
remedying such failure within three Business Days after the
Non-Defaulting Party serves notice via DERAYAH’s official
online channels requiring it to remedy such failure;
(c) Seller or Buyer failing to pay any sum due under Clause
9.1(b), or 9.2(b) upon the due date;
(d) an Insolvency Event occurring with respect to Seller or
Buyer;
(e) any warranty made by Seller or Buyer in Clause 13 being
incorrect or untrue in any material respect; or
(f) Seller or Buyer failing to perform any other of its
obligations under this SSB Annex and not remedying such
failure within 30 days after the Non-Defaulting Party serves
notice via DERAYAH’s official online channels requiring it to
remedy such failure.
10.2 Each Party shall notify the other (in writing) if an Event
of Default occurs or is expected to occur in relation to it.
10.3 The provisions of this SSB Annex constitute a complete
statement of the remedies available to each Party in respect
of any Event of Default.
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
10.4 Subject to Clauses 9 and 11, neither Party may claim
any sum by way of consequential loss or damage in the event
of failure by the other Party to perform any of its obligations
under this SSB Annex.
11. Consequences of an Event of Default
11-1. If an Event of Default occurs in relation to either Party
then Clauses 11.2 to 11.3 below shall apply.
11-2. The Parties’ delivery and payment obligations (and
any other obligations they have under this SSB Annex) shall
be accelerated so as to require performance thereof at the
time such Event of Default occurs (the date of which shall be
the Termination Date) so that performance of such delivery
and payment obligations shall be effected only in accordance
with the following provisions:
(a) DERARAH shall determine in good faith by reference to
the Market Values of the Equivalent Securities and Equivalent
Non-Cash Collateral to be delivered and the amount of any
Cash Collateral (including sums accrued) to be paid and any
other cash to be paid by each Party as at the Termination
Date.
(b) On the basis of the sums established under (a) above, an
account shall be taken (as the Termination Date) of what is
due from each Party to the other under this SSB Annex (on
the basis that each Party’s claim against the other in respect
of delivery of Equivalent Securities or Equivalent Non-Cash
Collateral equal to the Market Value thereof) and the sums
due from one Party shall be set off against the sums due from
the other and only the balance of the account shall be
payable (by the Party having the claim valued at the lower
amount pursuant to the foregoing) and such balance shall be
payable on the next following Business Day after such
account has been taken and such sums have been set off in
accordance with this Clause.
11-3. Set-off
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
Any amount payable to one Party (the Payee) by the other
Party (the Payer) under Clause 11.2(a) may, at the option of
the Non-Defaulting Party, be reduced by its set-off against
any amount payable (whether at such time or in the future or
upon the occurrence of a contingency) by the Payee to the
Payer (irrespective of the currency, place of payment or
booking office of the obligation) under any other agreement
between the Payee and the Payer or instrument or
undertaking issued or executed by one Party to, or in favour
of, the other Party. If an obligation is unascertained, the Non-
Defaulting Party may in good faith estimate that obligation
and set off in respect of the estimate, subject to accounting
to the other Party when the obligation is ascertained. Nothing
in this Clause shall be effective to create a charge or other
security interest. This Clause shall be without prejudice and in
addition to any right of set-off, combination of accounts, lien
or other right to which any Party is at any time otherwise
entitled (whether by operation of law, contract or otherwise).
12. Taxes and Fees
12-1 Taxes
Except as set out in this Clause 12 or otherwise agreed, each
Party shall be responsible for its own Taxes and/or other
costs arising from any Sale Transaction or from this SSB
Annex.
12-2 Exchange Fees
(a) Buyer hereby undertakes promptly to pay and account
for any and all fees levied by Tadawul and/or Edaa and
chargeable in connection with any transaction effected
pursuant to or contemplated by this SSB Annex (other than
any fees that would not be chargeable but for Seller’s failure
to comply with its obligations under this SSB Annex).
(b) Buyer shall indemnify and keep indemnified Seller
against any liability arising as a result of Buyer’s failure to
comply with its obligations under this Clause 12.2.
12-3 Sales Tax
All sums payable by one Party to another under this SSB
Annex are exclusive of any Sales Tax chargeable on any supply
to which such sums relate and an amount equal to such Sales
Tax shall in each case be paid by the Party making such
payment on receipt of an appropriate Sales Tax invoice.
13. Warranties
Each Party hereby warrants and undertakes to the other
Party on a continuing basis to the intent that such warranties
shall survive the completion of any transaction contemplated
herein that:
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
(a) it has all necessary licences and approvals, and is duly
authorised and empowered, to perform its duties and
obligations under this SSB Annex and will do nothing
prejudicial to the continuation of such authorisation, licences
or approvals;
(b) it is not restricted under the terms of its constitution (if
applicable) or in any other manner from selling and buying
Securities in accordance with this SSB Annex or from
otherwise performing its obligations hereunder;
(c) it is absolutely entitled to pass full legal and beneficial
ownership of all Collateral or Securities provided by it
hereunder to the other Party free from all liens, charges and
encumbrances;
(d) it is acting as principal in respect of this SSB Annex;
(e) it is not entering into a transaction for any purpose other
than a Permitted Purpose.
(f) it understands the Shariah structure of the Sale
Transactions and acknowledges that these transactions
involve genuine transfer of ownership with all associated
rights and risks;
(g) it acknowledges that the returns generated through the
Sale Transactions are derived from actual ownership transfer
and price differentials, not from interest-based lending;
(h) it will not take any action that would compromise the
Shariah compliance of the Sale Transactions;
(i) it understands that any non-compliance with Shariah
principles may result in termination of the affected Sale
Transaction.
14. Termination of this SSB Annex
Each Party shall have the right to terminate this SSB Annex by
giving not less than 15 Business Days' notice in writing to the
other Party (which notice shall specify the date of
termination) subject to an obligation to ensure that all
transactions which have been entered into but not
discharged at the time such notice is given are duly
discharged in accordance with this SSB Annex.
15. Single Agreement
Each Party acknowledges that, and has entered into this SSB
Annex and will enter into each transaction in consideration of
and in reliance upon the fact that, all transactions constitute
a single business and contractual relationship and are made
in consideration of each other. Accordingly, each Party
agrees:
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
(a) to perform all of its obligations in respect of each
transaction, and that a default in the performance of any
such obligations shall constitute a default by it in respect of
all transaction, subject always to the other provisions of the
SSB Annex; and
(b) that payments, deliveries and other transfers made by
either of them in respect of any transaction shall be deemed
to have been made in consideration of payments, deliveries
and other transfers in respect of any other transaction.
16. Severance
If any provision of this SSB Annex is declared by any judicial or
other competent authority to be void or otherwise
unenforceable, that provision shall be severed from the SSB
Annex and the remaining provisions of this SSB Annex shall
remain in full force and effect. The SSB Annex shall, however,
thereafter be amended by the Parties in such reasonable
manner so as to achieve as far as possible, without illegality,
the intention of the Parties with respect to that severed
provision.
17. Specific Performance
Each Party agrees that in relation to legal proceedings it will
not seek specific performance of the other Party's obligation
to deliver Securities, Equivalent Securities, Collateral or
Equivalent Collateral but without prejudice to any other
rights it may have.
18. Notices
18.1 All notices shall be in writing in the English or Arabic
language and shall be delivered by hand, registered or
recorded delivery post (courier if outside Saudi Arabia), or
courier it to the addresses set out in the Terms of Business or
to such other address as either party may from time to time
designate by notice duly given in accordance with this Clause
18.1.
18-2 In the absence of evidence to the contrary, a notice
shall be deemed to have been received:
(a) if delivered by hand, at the time of delivery if it is
delivered during the normal business hours of the addressee
on a Business Day and if not, on the next following Business
Day;
(b) if delivered by post or courier, when the addressee signs
to take delivery; or
(c) if sent by electronic messaging system, on the date that
electronic message is received.
19. Non-Waiver
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
No failure or delay by either Party (whether by course of
conduct or otherwise) to exercise any right, power or
privilege hereunder shall operate as a waiver thereof nor
shall any single or partial exercise of any right, power or
privilege preclude any other or further exercise thereof or the
exercise of any other right, power or privilege as herein
provided.
20. Miscellaneous
20-1 This SSB Annex constitutes the entire agreement and
understanding of the Parties with respect to its subject
matter and supersedes all oral communication and prior
writings with respect thereto.
20-2 Unless otherwise provided for in this SSB Annex, no
amendment in respect of this SSB Annex will be effective
unless in writing (including a writing evidenced by a facsimile
transmission) and executed by each of the Parties.
20-3 The obligations of the Parties under this SSB Annex
will survive the termination of any transaction.
20-4 The warranties contained in Clause 13 will survive
termination of this SSB Annex for so long as any obligations of
either of the Parties pursuant to this SSB Annex remain
outstanding.
20-5 This SSB Annex (and each amendment in respect of it)
may be executed and delivered in counterparts (including by
facsimile transmission), each of which will be deemed an
original.
Execution
IN WITNESS WHEREOF this SSB Annex has been executed on
the day and year written above:
Signed for and on behalf of
Client
Signature:
Name:
Title:
Signature:
Name:
Title:
Signed for and on behalf of
DERAYAH
Signature:
Shari’a Certificate Ref#: DRYA-4289-87-02-04-25 DRYA-4289-87-02-04-25
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
Name:
Title:
Signature:
Name:
Title:
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
TERMS OF BUSINESS AGREEMENT
This Agreement is entered into by and between:
(1) Derayah Financial Company, a joint stock
company, with commercial registration number 1010266977,
authorized by the Saudi Capital Market Authority (hereinafter
the "CMA"), pursuant to its license no. 27-08109, and having
its registered office is P.O. Box 286546 Riyadh 11323,
Kingdom of Saudi Arabia (hereinafter referred to as
"DERAYAH" or "Company" or "we" or "us"); and
(2) The Client individual whose name is indicated in
Annexure 1 (hereinafter referred to as the "Client" or "you").
DERAYAH is authorised and regulated by the Capital Market
Authority to conduct securities business in the Kingdom of
Saudi Arabia.
DERAYAH and the Client (the “Parties”) have agreed upon the
following:
1. Scope and Commencement
These Terms of Business between the Client and DERAYAH
form an agreement between the Parties (the "Agreement" or
these “Terms of Business”) and govern the services provided
by DERAYAH pursuant to this Agreement. The terms of this
Agreement and the terms of any other agreement between
the Parties (see Clause 2 below) shall govern any Investment
Account (as defined in Clause 7.1(a)) opened on a Client’s
behalf and all its operations.
These Terms of Business shall constitute a legally binding
document which will govern the basis on which the Company
will provide the services contemplated herein to the Client
and apply to each transaction that is entered into between
the Company and the Client and shall be effective once a copy
has been executed by you and provided to us or upon
acceptance of these Terms of Business by any electronic
means approved by DERAYAH.
References to this Agreement shall mean these Terms of
Business, including the Annexures attached hereto, as
amended or supplemented from time to time.
2. Other Product Agreements
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
The Client and DERAYAH may from time to time enter into
one or more other agreements for the provision of services in
relation to securities or investments. The terms of this
Agreement shall govern the relationship between DERAYAH
and the Client in respect of the operation of the Client’s
Investment Account(s) with DERAYAH and provision of
execution only (dealing) services. Other agreements
("Product Agreements") may govern the provision by
DERAYAH of other services to the Client. In the event of a
conflict between the terms of this Agreement and the terms
of the Product Agreement shall prevail, subject always to
compliance with all applicable CMA regulations.
3. Client Classification
Unless agreed otherwise in writing, DERAYAH shall treat you
for the purposes of all services which we provide to you, as a
Retail Client within the meaning of the Capital Market
Institution Regulations issued by the CMA and as
communicated to you in writing.
Your classification has been determined on the basis of the
information provided by you, a copy of which is attached to
this Agreement and constitutes part of the Agreement. You
may be subject to further classification by us, where we
determine, in our sole discretion that you no longer fall within
the definition of Retail Client.
The Client acknowledges that we may be required by law, the
CMA, and/or other relevant regulatory agencies, authorities
or exchanges to perform or refrain from certain acts or report
or disclose details of transactions effected with or for a Client
or any other matters. In particular, disclosure and reporting
obligations may arise under the Implementing Regulations
issued by the CMA pursuant to the Capital Market Law
including, without limitation, the Capital Market Institution
Regulations. The Client authorises us to do or refrain from
such acts, and consents to such reporting or disclosure.
4. Restrictions
4-1 Unless we permit you, in our sole discretion, to
place orders in respect of investments held outside the
Kingdom of Saudi Arabia, our services will be limited to orders
in respect of securities listed on the Saudi Exchange and other
MENA markets and the Investment Accounts and Investment
Portfolio (as defined in Clause 7.1(d) (together, the "Client
Accounts") shall only be used for such purposes.
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
4-2 The Client shall not submit orders in respect of
any transaction which is in breach of applicable law in the
Kingdom of Saudi Arabia from time to time, including Capital
Market Regulations or, in the case of an order we permit for
Investments located outside of the Kingdom of Saudi Arabia,
applicable laws in the relevant jurisdiction from time to time.
5. Services
5-1 DERAYAH will provide the Client the following
services:
(a) Execution only transactions ("dealing") which is
limited to receiving orders and executing transactions on a
Client’s behalf, where dealing is as defined in the Securities
Business Regulations issued by the CMA);
(b) Custody services (either directly or through the
utilization of third-party custodians), where any such custody
services provided by us (including through a subcustodian) in
our capacity as a custodian from time to time in respect of
assets in the Kingdom of Saudi Arabia, including in respect of
corporate actions regarding the Client’s investments, shall be
governed by separate terms and conditions governing such
services, and such terms and conditions shall be in
accordance with the applicable requirements of the Capital
Market Institutions Regulations;
(c) Clearing services – in accordance with the
provisions of Article 24 of the Securities Clearance Center
applicable law but subject to the terms of a separate Clearing
Services Agreement; and
(d) Securities borrowing and lending on a principal
basis – in accordance with the provisions of Article 17 of this
Agreement.
5-2 DERAYAH will deal on an execution-only basis
and will not advise on the merits of particular transactions.
The Client shall be fully and solely responsible for any
decision to enter into a transaction and the consequences
thereof to the exclusion of DERAYAH.
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
5-3 DERAYAH may offer the Client the opportunity
to invest in investment funds established by it or by third-
parties and the Client acknowledges that each fund will be
offered pursuant its own specific terms and conditions and
that any investment will be made subject to such terms and
conditions. The Client understands and accepts that any third
party provider of an investment fund shall act as an
independent contractor, not as an agent of DERAYAH, and
DERAYAH shall not be liable or responsible for any act or
omission by any such party nor shall DERAYAH be responsible
for any losses, damages, liabilities or expenses incurred by the
Client as a result of the failure of any such party to perform
their functions and/or obligations correctly, accurately or
within the customary or requisite time, or from the insolvency
of any such party.
6. Execution Only Services
6-1 We shall provide execution only services on the
basis that you have not appointed a Custodian and do not
otherwise require custody services, but require DERAYAH to
operate and control your Client Accounts and be responsible
for the settlement of purchase and sale trades undertaken by
DERAYAH on your account.
6-2 DERAYAH is entitled to take any action or to
refuse to take any action which DERAYAH, in its absolute
discretion, regards as necessary for DERAYAH to comply with
applicable law. The Client agrees when instructing DERAYAH
to adhere to applicable law as required by DERAYAH to
enable DERAYAH to fulfil the obligations imposed on
DERAYAH by applicable law.
6-3 DERAYAH is not acting under this Agreement as
investment manager or investment adviser to the Client(s),
and responsibility for decisions related to the selection,
acquisition and disposal of the securities remains with the
Client at all times and DERAYAH is not responsible for the
risks associated with securities bought and sold by the
Client(s).
6-4 DERAYAH is under no duty or obligation to the
Client to maintain insurance in respect of any risk arising in
relation to the securities or cash or its obligations under this
Agreement.
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
6-5 To the extent provided as part of a trading
system or in the placing of any orders, DERAYAH will
endeavour to provide accurate market information, such as
security prices, to the Client via the relevant trading system.
However, DERAYAH does not warrant the accuracy
completeness, timeliness or correct sequencing of such
information. Any use of or reliance on any such information
provided via the trading system or otherwise will be at the
Client’s own risk and neither DERAYAH nor any third party
provider will be liable in any way for any inaccurate,
incomplete or out of date information or any decision made
or action taken by the Client relying upon such information,
commentary or analysis.
6-6 In particular, the Client acknowledge and agree
that security price information (and other market information
we provide) which the Client may use in connection with
placing an order may change from the time at which the
information was given to the Client to when the order is
placed or executed and as such a market order may be
executed as a different price to the price provided to the
Client at the time of the order.
6-7 The Client hereby acknowledges that where
DERAYAH is subject to trading limits imposed by an exchange,
clearing system or any member of a clearing system,
DERAYAH shall not be liable for any loss suffered by the Client
as a result of any order not being executed by reason of
breach of any such trading limit.
7. Client Accounts
7-1 If DERAYAH is satisfied with all information
provided by the Client (including all the requirements of the
"Know-Your-Customer" form), and if the Client has satisfied
all other requirements of DERAYAH, DERAYAH shall open an
"Investment Account" for the Client, subject to all applicable
regulatory requirements, to allow the Client to receive
execution only brokerage services. For this purpose, an
"Investment Account" is an accounting record created by
DERAYAH of client money deposited in a client account to
fund the Client's transactions in respect of Client's
Investments.
7-2 We will hold the Client’s cash in a client account
with such licensed bank in the Kingdom of Saudi Arabia as we
may notify the Client of from time to time with 30 calendar
days' notice. You hereby authorise us and consent to share all
relevant information provided to us to with such bank in
respect of the opening and operation of such Investment
Accounts and to operate the Investment Accounts on the
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
Client’s behalf in relation to any transaction, in accordance
with this Agreement.
7-3 The Client shall, from time to time, ensure that
the relevant funds are maintained in the Client’s Investment
Accounts as required in respect of the Client’s orders and the
Client hereby understands and acknowledges that the
Investment Accounts shall only be used for the purposes of
transactions.
7-4 Upon the Client’s instruction and
commencement of orders, we shall open and maintain one or
more investment portfolios containing details of the
securities held in the Client’s name at the Depositary and
Settlement System from time to time (the “Investment
Portfolio”) for the purpose of our securities services under
this Agreement, but we undertake no responsibility for the
accuracy of the records from the Securities Depository Centre
Company's (Edaa) (the “Securities Depository Centre”) used
to update the Investment Portfolio.
7-5 The Client may instruct us to transfer any
securities held in Client’s Investment Portfolio to another
bank or financial institution designated by the Client, such as
a Custodian, or sell such securities in the market by placing
the relevant order subject to (i) DERAYAH determining, at its
sole discretion, that the Client has settled any and all of the
Client’s liabilities and obligations owed to DERAYAH
(howsoever described and arising) and (ii) compliance with
any formalities pertaining to such transfer including but not
limited to the validity of such instruction. The Client agrees to
provide us with all information as we may require from time
to time in respect of the opening or maintenance of the Client
Accounts, including all documents we may need from time to
time to operate the Investment Account, and that our
services may be terminated should the Client not provide
such information or documents.
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
7-6 The Client consents that we may deduct, debit,
set-off, freeze or block any amounts held in the Client’s
Investment Accounts from time to time against amount due
to us in respect of amounts required for the completion of
transactions, fees, charges, commissions or other costs
incurred by us, including amounts due in respect of taxes. The
Client also agrees that, in the event of insufficient funds in the
Investment Accounts, we have the right to deduct, sell, freeze
or block Investments in the Client’s account in order to settle
any such financial obligations due from the Client and the
Client hereby makes an irrevocable order for the sale of such
Investments for such purposes, and consents that we may
take such action to use the Client’s assets, pursuant to Article
82(d) of the Capital Market Institution Regulations, to realise
value from the Client’s Investments without prior notification
and the terms available to us in the market at the relevant
time.
7-7 We may, if so required by applicable laws or the
CMA or otherwise, retain amounts, freeze or suspend activity
in the Client Accounts, or instruct the relevant bank to do so.
The Client will have no right to disclosure of the details of the
detention of freezing or right to take action against us in such
circumstances. In particular, we have the right to freeze or
suspend activity in the Client Accounts in the event that the
information in the Know Your Customer form, or other
information required by us in accordance with applicable
laws, is not updated as required in this Agreement or the
Client’s status as a GCC National (as applicable) no longer
applies.
8. DELEGATION
8-1 Where the Client requires DERAYAH to provide
execution only services in other jurisdictions, DERAYAH is
hereby authorised by the Client to delegate any of its duties
under this Agreement to such agents, sub-contractors, sub-
brokers or any sub-delegate ("Delegates") as maybe selected
by DERAYAH on the following basis:
(a) DERAYAH will exercise due skill, care and
diligence in the selection, appointment and periodic review of
its Delegates (other than stock exchanges or clearing systems)
in accordance with the standard of reasonable care that
would have been exercised by a prudent and internationally
recognized professional broker;
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
(b) DERAYAH may delegate any of its duties to a
sub-broker (a "Sub-Broker") (who may be an Affiliate of
DERAYAH) in accordance with the standard of reasonable
care that would have been exercised by a prudent and
internationally recognized professional broker to hold on such
terms as such Sub-Broker may require and subject to any
applicable law in the jurisdictions where the Sub-Broker is
located;
(c) DERAYAH may notify the Client of all Sub-
Brokers appointed by DERAYAH;
(d) the extent of DERAYAH’s liability for the acts and
omissions of Delegates is set out in Clause 29
For the purpose of this Agreement an Affiliate means a
person who controls another person or is controlled by that
other person, or who is under common control with that
person by a third person. In any of the preceding, control
could be direct or indirect. Control means the ability to
influence the actions or decisions of another person through,
whether directly or indirectly, alone or with a relative or
affiliate (a) holding 30% or more of the voting rights in a
person, or (b) having the right to appoint 30% or more of the
members of the governing body; “controller” shall be
construed accordingly.
8-2 DERAYAH or any Sub-Broker (and their
respective agents or other delegates) may hold securities with
a clearing system which is mandated by applicable law in the
jurisdiction in which the securities are traded or which it
otherwise considers to be appropriate, and accordingly reflect
the same positions in the Investment Portfolio of the Client
with DERAYAH.
8-3 The Client acknowledges that where DERAYAH
delegates its responsibilities under this Agreement to a Sub-
Broker, the trading, settlement, legal and regulatory
requirements in the relevant overseas jurisdictions may be
different from those in the Kingdom of Saudi Arabia and there
may be different practices for the separate identification of
securities.
8-4 DERAYAH does not currently operate itself in all
jurisdictions where the Client may trade in securities. The
current list of Jurisdictions in which DERAYAH has
arrangements in place for a sub broker network shall be
notified to you in writing from time to time.
9. SETTLEMENT, INCOME, AND CORPORATE
ACTIONS
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
9-1 Before transmitting any order on the Client’s
behalf, DERAYAH is required under applicable law to ensure
that all necessary steps have been taken to meet the
conditions for final settlement, which includes ensuring that
the Client has sufficient securities on account before
transmitting a sell order and that the Client has sufficient cash
before transmitting a buy order, in each case on the Client’s
behalf. Accordingly, the Client hereby confirms that:
(a) prior to instructing DERAYAH to transmit a sell
order the Client shall have sufficient securities on account
(whether in another account but capable of being transferred
to the appropriate account prior to settlement, or in the form
of convertible securities which are convertible prior to
settlement or as a result of a derivative or securities
borrowing and lending transaction which will enable delivery
of the necessary securities to the appropriate account prior to
settlement); and
(b) prior to instructing DERAYAH to transmit a buy
order the Client shall have sufficient cash to prior to
settlement to meet cash requirements upon settlement;
(c) the Client shall be liable for and responsible for
compensating DERAYAH for any losses arising out of a
settlement failure, including any costs in relation to steps
taken or required to be taken to remedy the settlement
failure, such as buy ins or securities borrowing, or late
settlement fees, or mandatory cash compensation payments
or other penalties.
9-2 If there is insufficient relevant securities and
cash to enable DERAYAH to settle any such outstanding
transactions or liability, DERAYAH shall be entitled to decline
to settle such outstanding transactions and/or to cancel
unexecuted Instructions received by DERAYAH in relation
thereto, and DERAYAH shall notify you of such decision as
soon as reasonably practicable.
9-3 DERAYAH shall effect settlement of any
transaction in accordance with applicable law and market
practice in the jurisdiction or market in which the transaction
is settled. The Client acknowledges that settlement of
securities in some jurisdictions or markets does not occur on
a delivery against payment basis.
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
9-4 DERAYAH will collect and process any dividends,
interest payments and other entitlements accruing to the
Client in respect of its investments ("Income") for the Client
and may deduct from such Income received such sums on
account of tax which DERAYAH is required to deduct or
withhold or for which DERAYAH is liable or accountable under
applicable law. Income will be credited to the relevant
Investment Account or Investment Portfolio in the name of
the Client on the date of actual receipt of cleared funds.
9-5 All entries relating to the settlement of
transactions and to income shall be regarded as provisional
until such time as they can no longer be adjusted by
DERAYAH, a Sub-Broker, clearing system, issuer of the
relevant securities, relevant third party or otherwise.
9-6 DERAYAH undertakes to use reasonable efforts
to provide the Client in a timely manner with all publicly
available information which is received by DERAYAH relating
to any mandatory or voluntary corporate action (including,
without limitation, take-overs, other offers or capital
reorganizations and the exercise of conversion and
subscription rights relating to the securities to which the
Client is entitled) ("Corporate Actions"), Income or voting
rights in respect of the Securities. DERAYAH accepts no
responsibility for the accuracy or completeness of any such
information provided to the Client by DERAYAH.
9-7 DERAYAH undertakes to use reasonable efforts
to send, and to procure that Sub-Brokers send, such
documentation and/or other communications as are
necessary for the Client to obtain the benefit of Corporate
Actions, provided that DERAYAH has received Instructions in
sufficient time for it to do so.
9-8 Entitlements to shares and any other benefits
including cash proceeds arising from Corporate Actions will be
distributed, on a best efforts basis rather than as being part of
Services, based on clearing system calculations in this regard,
amongst the clients for whom DERAYAH holds the Securities
which have been pooled in the same proportions as the
respective holdings of clients of DERAYAH who have given
identical instructions (which will be deemed to have been
given in the case of mandatory Corporate Actions) in
connection with the relevant Corporate Action in relation to
their holdings of the pooled securities. If a distribution would
otherwise require the allocation of a fraction of an asset or
unit of currency to the Client, DERAYAH, based on clearing
system calculations in this regard, shall be entitled to credit to
the Investment Account an amount which DERAYAH
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
calculates to be the value of the fractional entitlement in lieu
of allocating such entitlement to the Client.
9-9 All voting rights in respect of the Securities will
be exercisable by the Client.
10. Research
10-1 DERAYAH may from time to time make available
to the Client investment-related information, research, advice
and recommendations, but DERAYAH shall be under no
obligation to do so.
10-2 The Client acknowledges that all information,
research, advice, or recommendations provided by DERAYAH
is prepared from, and based upon, sources that DERAYAH
believes to be reliable, but the accuracy of such sources and
the accuracy of DERAYAH’s inferences and conclusions drawn
therefrom cannot be guaranteed. In addition, any statements
made by DERAYAH reflect only DERAYAH’s information and
judgment at the date and time given and DERAYAH
undertakes no obligation to update earlier information or
advice. Moreover, information or advice provided to the
Client might not take account of research which is being
carried out for DERAYAH, its affiliated companies, market
makers or anything that may assist its or their own trading
activities, and might not be provided at the same time as it is
made available within DERAYAH or to other parties. The
Client further acknowledges that all general advice might not
take account of the particular goals and circumstances of the
Client. Accordingly, DERAYAH will bear no responsibility or
liability whatsoever under this Agreement for any
information, advice, recommendations or research provided
to the Client. The Client therefore acknowledges that it shall
conduct its own investigation and analysis of any such
information, before taking any investment decision in reliance
thereon.
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
10-3 Publications and reports containing investment
information, research advice and recommendations are
issued by DERAYAH for private distribution to the Client and
may not be reproduced, distributed or published by the Client
for any purpose, except with DERAYAH’s written consent.
11. FOREIGN EXCHANGE
11-1 DERAYAH shall effect brokerage-related spot
foreign exchange transactions for the Client through a
licensed bank at the relevant bank's prevailing rates of
exchange on instructions, where set out in this Agreement, or
as DERAYAH in its absolute discretion may think fit either
before or after termination of this Agreement.
11-2 The Client will only give instructions to DERAYAH
to effect foreign exchange transactions for proper commercial
purposes, such as in connection with the settlement of a
transaction, and not for investment or speculative purposes.
This Clause 11 applies solely to brokerage-related spot foreign
exchange transactions and not to forward contracts and other
foreign exchange derivative transactions.
11-3 All foreign currency exchange risk arising from
any transaction or from the compliance by DERAYAH with its
obligation or the exercise by it of its rights under this
Agreement shall be borne by the Client.
12. FEES, EXPENSES AND INTEREST
(a) DERAYAH's remuneration under this Agreement
will be DERAYAH's standard fees or commissions as published
on its website, or otherwise available in writing from
DERAYAH upon request by the Client, or as otherwise agreed
from time to time by written agreement between DERAYAH
and the Client. DERAYAH shall be entitled to deduct and
withhold all standard fees and expenses from Client Accounts
which are due to DERAYAH.
(b) The Client acknowledges that the Services
provided to it will also be subject to fees, commissions and
charges determined and/or levied by Sub-Brokers or by the
Saudi Exchange or a stock exchange in other jurisdictions and
the Client will bear such fees and commissions as applicable
to the Client’s transactions.
(c) Where any fees or expenses are invoiced the
same will be payable within 5 Business Days from the date an
invoice is sent and may be automatically debited to the
relevant Investment Accounts or any other account of the
Client's with DERAYAH if unpaid within 10 Business Days of
the date of the invoice. Where such account is in a different
currency from the currency in which the invoice is
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
denominated, DERAYAH may convert the amount due in
accordance with Clause 11 of this Agreement.
(d) The fees will not be reduced by, and DERAYAH
may retain any other remuneration or any profit received by
DERAYAH from any third party in connection with
transactions effected by DERAYAH for the Clients in which
DERAYAH or an Affiliate of DERAYAH has other interests to
which the provisions of Clause 28 apply.
(e) Where the Client requests services in a market
for which fees have not been agreed in advance, DERAYAH
will apply standard fees charged by DERAYAH in that market
by the relevant Sub-Broker or other Delegate (such fees are
available for any market on Client's written request to
DERAYAH).
(f) DERAYAH may share commissions or charges
with Sub-Brokers or other third parties, or receive
remuneration from them in respect of transactions carried
out on your behalf. Details of any such remuneration or
sharing arrangements will not be set out in the relevant
contract note or advice but can be made available to you on
request or as per applicable laws and regulations.
(g) All amounts payable by the Client are exclusive of
value added tax and, where value added tax is applicable,
shall be paid in addition to such amounts due to DERAYAH.
Where value added tax is due on our charges (including any
expenses) payable by the Client to DERAYAH, the Client shall
be responsible for such value added tax and shall pay such
value added tax to the relevant tax authorities or DERAYAH as
required by applicable law. References to “value added tax”
in this Clause include value added tax, sales tax, services tax,
goods and services tax and analogous taxes plus any interest
or penalties if relevant.
13. LIEN AND RIGHTS OF SET-OFF
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
13-1 In addition to any lien, rights of set-off and any
other rights to which DERAYAH may be entitled under any
applicable law, DERAYAH shall have a general lien over the
Client’s securities and cash in respect of all sums properly due
and payable to it by the Client (whether actual, contingent,
present or future) under the terms of this Agreement or
otherwise and in respect of all relevant financial obligations
or other obligations of any kind owed to DERAYAH (whether
in its capacity as broker or otherwise) or to any of its Affiliates
by the Client, including the costs of enforcing the same (the
"Secured Amounts")).
13-2 Subject to Clause 13.3, and without prejudice to
any other right or remedy which DERAYAH may have, the
Client acknowledges and agrees that DERAYAH is entitled to
enforce the lien described in Clause 13.1 by the sale and
disposal of all or any part of the Securities and Cash in such
manner and at such price as DERAYAH may deem expedient
without being responsible for any Liability the Client may
suffer as a result and to apply the net proceeds thereof in or
towards payment or discharge of any of the Secured Amounts
as DERAYAH may see fit.
13-3
13-3 Except in relation to an Insolvency Event in
relation to any Client, each Client acknowledges and agrees
that DERAYAH may, subject to the provisions of the applicable
law, enforce the lien described in Clause 13.1 if DERAYAH has
given notice to the Client containing:
(a) details of the amount due and how it became
due;
(b) a request for discharge of the sum due; and
(c) a description of the part or parts of the
securities which will be sold if the Client does not discharge
the amount in full.
If there is an Insolvency Event in relation to any Client,
DERAYAH may enforce the lien without notice. For the
purpose of this Agreement an "Insolvency Event" means the
making of a bankruptcy order, the presentation of a winding-
up petition which is not withdrawn or dismissed within 30
days, the making of a winding-up order or passing of a
winding-up resolution, the appointment of an administrator
or receiver, an insolvent re-organization (by way of voluntary
arrangement, scheme of arrangement or otherwise) or the
occurrence of any similar or analogous insolvency event in
any jurisdiction.
13-4 Where a depositary is involved in relation to
Client assets, such depositary may have a security interest or
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
lien over, or a right of set-off in relation to, the relevant Client
assets.
13-5 Without prejudice to clauses 13.1 to 13.4
(inclusive) if the Client defaults in paying an amount by the
due date, DERAYAH shall be entitled on such date to pay to
the credit of, or as the case may be, debit to any account or
accounts of the Client with DERAYAH the amount in question
in the appropriate currency or, at DERAYAH's option, the
equivalent thereof (at current market rates as determined by
DERAYAH at its sole discretion) in any other currency or
currencies in which any balance on such account or accounts
may then be denominated. In addition, DERAYAH shall have
the right at any time without notice to combine and/or
consolidate all or any of Client's accounts maintained with
DERAYAH in such manner as DERAYAH may determine and
may, without prior notice to the Client, set off any payment
obligation owed to it by the Client against any payment
obligation (whether actual, contingent, present or future)
owed by it to the Client regardless of the place of payment or
currency of either obligation (and for such purpose may make
any currency conversion necessary at current market rates as
determined by DERAYAH at its sole discretion). If any
obligation is unliquidated or unascertained, DERAYAH may set
off an amount estimated by it in good faith to be the amount
of that obligation.
13-6 Nothing in Clause 13 shall be construed as or
take effect as a charge or security interest requiring
registration against the Client under the governing law of this
Agreement.
14. Instructions
14-1 The Client authorizes us to act on any
instruction received (by whatever means transmitted,
whether or not in writing) which purports, and which we
believe in good faith, to have come from a person authorized
by the Client to act on the Client’s behalf. DERAYAH shall
reserve the right to not act on or respond to any instructions
and/or notices that are delivered by persons not previously
authorized to do so by the Client in writing.
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
14-2 DERAYAH shall have the right to accept and to
act upon instructions in connection with the account(s) that
are given, from time to time, through its website and/or
through its automated phone system. Instructions may be
cancelled or amended in the same manner as they may be
given. Cancellation and amendment of instructions shall be
subject to timely receipt by us and shall be limited to the
unexecuted portion of any prior instruction. However, the
Client acknowledges that it may not be possible to cancel or
amend an order and that DERAYAH shall not be liable to the
Client if DERAYAH is unable to cancel or amend an order. The
Client further understands and agrees that, if an order cannot
be cancelled or amended, the Client shall be bound by any
execution of the original order
14-3 We will be entitled to rely on, may act on and
treat as fully authorized by the Client any instruction given by
the persons whom we believe to be acting on your behalf
with your authority. We 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 implementation of such instructions. You will indemnify
us against all actions, proceedings, claims or demands which
may be brought or made against us and all losses, costs,
charges, damages and expenses which may be incurred or
sustained by us or for which we may become liable in respect
of these transactions.
14-4 Please note that telephone conversations
between us will be recorded and you expressly agree that
such recordings may be used in any dispute resolution
proceedings, as proof of the contents of such instructions. We
will not act on any instructions received by e-mail, mail, or
fax.
14-5 We are not responsible for any loss (direct,
consequential or otherwise) incurred as a result of us acting
or declining to act (wholly or in part) on instructions which we
believe to have been given by the persons authorized by the
Client. The fact that any instruction may later be shown to be
in any way false, inaccurate, unauthorized or otherwise not
authentic shall not be an impediment to our rights.
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
14-6 Without prejudice to the above, DERAYAH will
act upon the Client's instructions unless the Client is advised
that we believe such compliance may not be practicable or
might involve either party in a contravention of any law, rule
or regulation. DERAYAH reserves the right to refuse to comply
with any instructions if it believes that an instruction or its
execution may contravene the Capital Market Law and/or any
of its implementing regulations or the laws of any applicable
country (including in circumstances where DERAYAH has
reasonable grounds to believe that the Client is engaging in
market manipulation or insider trading). If DERAYAH is
unable to comply with such instructions, the Client will be
informed of this within a reasonable period. DERAYAH shall
not be liable for any loss arising from any delay while it
obtains clarification or confirmation of instructions, or from
exercising its right to decline to act in the absence of such
clarification or confirmation provided that it shall have acted
in a timely manner.
14-7 For the avoidance of doubt, we hereby state
that we will never transact any order unless we have cleared
funds available to complete the transaction.
15. REPRESENTATIONS AND WARRANTIES
15-1 The Client represents and warrants to DERAYAH
on a continuing basis that:
(a) he or she has and will continue to have full
capacity and authority to enter into this Agreement (including
but not limited to, the power to borrow and the power to
enter into foreign exchange transactions), to deal with the
securities and cash in the manner contemplated by this
Agreement and to contract with the other party for the
provision of the Services;
(b) he or she does not require the consent of any
governmental or other regulatory body except for such
consents already obtained and disclosed to the other party;
(c) this Agreement constitutes his or her legal, valid
and binding obligation, enforceable in accordance with its
terms;
(d) the Client is the beneficial owner of the
securities in the Investment Portfolio;
(e) the securities are free of mortgage, charge,
pledge, lien, right of set-off or any security interest,
encumbrances and claims whatsoever in favour of a third
party;
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
(f) the signing, delivery or performance of this
Agreement and the giving of Instructions does not and will
not contravene or constitute a default under any of the
following, namely:
(i) any law or regulation by which the Client or any of its
Client’s assets is bound or affected;
(ii) rights of any third parties in respect of the Client's or the
securities and cash;
(iii) any agreement to which the Client is a party or by which
any of his or her assets are bound;
(g) he or she has not relied on or been induced to
enter into this Agreement by a representation or warranty
other than those expressly set out in this Agreement and,
subject to Clause 29, DERAYAH is not liable to the Client for
any representation or warrant (whether or not in writing) that
is not set out in this Agreement;
(h) it will comply with all applicable laws and
regulations;
(i) it will provide DERAYAH all relevant information
and documentation for the performance of the Services and
other duties by DERAYAH under this Agreement.
15-2 You will notify us any of the representations,
warranties and undertakings contained in Clause 15.1 ceases
to be true.
15-3 The representations and warranties set out in
this Clause 15 shall survive the signing and delivery of this
Agreement.
16. Risk Warning
16-1 The following notice is given to you in
compliance with the requirements of the Capital Market
Institution Regulations to the extent that these are relevant
to the services we provide to you under these Terms of
Business. This notice cannot disclose all the risks and other
significant aspects of investments. You should not deal in any
products unless you understand their nature and the extent
of your exposure to risk:
(a) Suitability
Even if we are required to conduct a suitability assessment
under the Capital Market Institution Regulations, you should
be satisfied that the product or service is suitable for you in
the light of your circumstances, financial position and
investment objectives. Products and services offered under
these Terms of Business will not be suitable for all investors
and may involve risks that are not acceptable to you.
(b) Fluctuations in Value
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
All forms of investment carry risk. The price of all investments
can go down as well as up and in all cases your capital is at
risk. Certain types of investment carry high levels of risk and
the amount of your losses may exceed the amount of your
initial investment.
(c) Foreign Currency Denominated Securities
Foreign markets will involve different risks from the Saudi
Arabian markets. In some cases the risks will be greater. On
request, we will provide an explanation of the relevant risks
and protections (if any) which will operate in any foreign
markets, including the extent to which we will accept liability
for any default of a foreign firm through whom we deal. The
potential for profit or loss from transactions on foreign
markets or in foreign denominated contracts will be affected
by fluctuations in foreign exchange rates.
(d) Volatile Securities
Geared security or contingent liability security transactions
may require you to make a series of margin payments against
the purchase price, instead of paying the whole purchase
price immediately.
A geared security or contingent liability security may be
subject to sudden and large falls in value which could cause a
loss to the amount invested.
If you trade in futures, options or contracts for differences,
you may sustain a total loss of the margin you deposit to
establish or maintain a position. If the market moves against
you, you may be called upon to pay substantial additional
margin at short notice to maintain the position. If you fail to
do so within the time required, your position may be
liquidated at a loss and you will be responsible for the
resulting deficit.
Even if a transaction is not margined, it may still carry an
obligation to make further payments in certain circumstances
over and above any amount paid when you entered the
contract.
(e) Investment Income
The payments of income arising from the Investments which
you have purchased or had purchased on Your behalf for the
purpose of generating payments of income, may fluctuate in
value and regularity of payment. The capital invested by you
or invested on your behalf to purchase Investments for the
purpose of generating payments of income, may be used to
pay that income.
(f) Illiquid Securities
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
Markets in illiquid investments may be underdeveloped
compared to other markets and there may be an absence of
liquidity. This means that it may be difficult to dispose of the
investment and also there may be more volatility in the price
of the investment with the consequence that you may suffer
greater losses. Such investments carry a significant amount of
risk and may therefore be unsuitable for you. The value of or
income from such investments may fluctuate. You should only
consider such an investment if you are knowledgeable about
and experienced in the relevant areas so that you are able to
assess the risks entailed in making the investment.
17. Securities Borrowing and Lending on a Principal
Basis
17-1 From time to time the Parties may enter into
transactions in accordance with the terms set out in Annexure
2 – Principal Terms (the “SBL Annex”) in which one Party
(“Lender”) will transfer to the other (“Borrower”) Securities
(as defined in Clause 2 of the SBL Annex) against the transfer
of Collateral (as defined in Clause 2 of the SBL Annex) with a
simultaneous agreement by Borrower to transfer to Lender
Securities equivalent to such Securities on a fixed date or on
demand against the transfer to Borrower by Lender of assets
equivalent to such Collateral.
17-2 Each such transaction described in Clause 17.1
shall be referred to in the SBL Annex as a Loan and shall be
governed by the terms of the SBL Annex.
17-3 Either Party may act as the Lender or the
Borrower under a Loan, in each case in the capacity of a
principal. Where a Party acts as a Lender, then reference to
the Lender in the SBL Annex shall refer to that Party with
respect to those Loans where that Party acts as the Lender.
Where a Party acts as a Borrower, then reference to the
Borrower in the SBL Annex shall refer to that Party with
respect to those Loans where that Party acts as the Borrower.
17-4 The Client authorizes DERAYAH, which
authorisation DERAYAH accepts, to initiate Loans with respect
to the Client’s Securities including for the purpose of On-
lending Transactions (as defined in Clause 2 of the SBL
Annex), where DERAYAH acts as Borrower and the Client acts
as Lender.
17-5 The Client may, at any time and by way of
written notice, request to borrow Securities from DERAYAH
and DERAYAH may, at its sole discretion, either agree or
reject such request. In the event that DERAYAH agrees to the
Client’s request, such transaction shall constitute a Loan
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
where the Client acts as Borrower and DERAYAH acts as
Lender.
17-6 All Property related to a Loan made pursuant to
this SBL Annex shall be held by DERAYAH in accordance with
the Terms of Business and Investment Account Agreement
between DERAYAH and the Client.
17-7 The Client authorizes DERAYAH, which
authorisation DERAYAH accepts, to perform such actions on
behalf of the Client as may be required to discharge each of
the Client’s obligations under this SBL Annex, provided that
such delegation shall not relieve the Client of its obligations
or liability under this SBL Annex and DERAYAH by acting
accordingly shall not incur any liability under this SBL Annex.
Pursuant to such authorization DERAYAH shall be permitted,
without limitation, to:
(a) transfer Securities from the Client’s Investment
Portfolio to DERAYAH’s account in respect of a Loan where
the Client is the Lender; and
(b) transfer Collateral from the Client’s Investment
Account or Investment Portfolio to DERAYAH’s account(s) in
respect of a Loan where the Client is the Borrower.
DERAYAH’S authorization under this Clause shall be subject to
any subsequent Instructions received by the Client in
accordance with the Terms of Business.
18. Termination
18-1 Subject to Clause 18.3, you may terminate this
Agreement at any time by providing DERAYAH (at its
registered office) with at least thirty (30) calendar days' prior
written notice. The termination will take effect on the date
specified in the notice or upon the expiration of the thirty (30)
day notice period, whichever is later. All outstanding
obligations, including any payments due, must be settled
before the effective termination date.
18-2 Subject to Clause 18.3, DERAYAH reserves the
right to terminate this Agreement by providing you with
written notice (at the Client’s address in Annex 1) specifying
the termination date, which shall not be less than five (5)
business days from the date of the notice. We may, at our
discretion, specify a longer notice period. All outstanding
obligations owed by the Clients, including any fees or
payments due, must be settled by the effective date of
termination.
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
18-3 A party may terminate this Agreement with
immediate effect by giving Notice to the other party (the
"Defaulting Party") should any of the following occur to the
Defaulting Party:
(i) it has committed a material breach or is in persistent
breach of the terms of this Agreement and has not remedied
the specified breach which is capable of being remedied
within 30 calendar days of Notice served on it by the non-
defaulting party specifying the breach which must be
remedied; or
(ii) an Insolvency Event has occurred in relation to the
Defaulting Party.
(a) Each party shall immediately notify the other
party on becoming aware that it is or may become subject to
an Insolvency Event. Where an Insolvency Event occurs in
relation to the Client, the Client shall ensure new authorised
representatives are appointed to give Instructions where
relevant. For the avoidance of doubt where there is no
authorised representative, DERAYAH will have sole discretion
without liability (except where prevented by law) over
whether to act on any Instruction.
(b) Termination shall be without prejudice to the
completion of transactions entered into but not completed
prior to termination.
(c) Notwithstanding the termination of this
Agreement, all the rights of DERAYAH in respect of the
payment of any fees or expenses due to it by the Client
(including, but not limited to, its rights under Clause 13) shall
survive the termination of the Agreement
(d) In the event of the Client’s death we will not
acknowledge this until we receive formal written notice and
that in any event these terms will remain binding on the
Client’s personal representatives.
19. Complaints
DERAYAH has established procedures in accordance with the
requirements of the CMA for the effective consideration of
complaints by the Client. All formal complaints should in the
first instance be made by contacting DERAYAH's call center. If
the complaint has not been resolved to the satisfaction of the
Client, the complaint should be directed in writing to
DERAYAH's Compliance Officer, who is responsible for
complaints procedures, at the Company's registered address.
20. Provision of Information
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
The Client understands that DERAYAH may have to disclose
information regarding the Client to third parties as may be
required by applicable law or regulation (as amended from
time to time) in any applicable jurisdiction. The Client
undertakes to provide DERAYAH any additional information it
may need to comply with any such third party requests and
applicable law or regulation.
21. Authority to Borrow
We do not have authority to borrow or raise money on the
Client’s behalf. The Client hereby consents, however, to the
creation of an overdraft, repayable by the Client immediately
on demand, to cover settlement and fees and charges
obligations.
22. Special Commission Arrangements
DERAYAH is not entitled to enter into special commission
arrangements. A special commission arrangement is an
arrangement where an investment manager receives goods
or services in addition to trade execution services from an
intermediary in return for the commission paid on
transactions directed through that intermediary. However for
the avoidance of doubt, DERAYAH may receive a commission
from a product provider in respect of any deals that DERAYAH
executes concerning that product provider's financial
products.
23. Client Money
23-1 Any money held by us on behalf of a Client as
client money (as defined in the Capital Market Institution
Regulations) will be subject to the Client Money Rules
contained in the Capital Market Institution Regulations. We
may hold client money in an omnibus client account with an
affiliate of DERAYAH, or such other licensed bank in the
Kingdom of Saudi Arabia as we may notify the Client of from
time to time upon 30 calendar days’ notice.
23-2 DERAYAH may pass Client Money to its
delegates (pursuant to Clause 29), exchanges, clearing
houses, intermediaries or settlement agents or
counterparties for the purpose of execution, settlement of or
to otherwise give effect to, a transaction.
23-3 Client Money will cease to be treated as Client
Money if it is paid to the Client or paid to a third party on
instructions from the Client, or paid into a bank account in
the name of the Client nominated by the Client not being an
account which is also in the name of DERAYAH. The Client
undertakes that it shall not submit any funds, securities or
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
other property to a Sub-Broker in connection with this
Agreement.
23-4 Money will not constitute Client Money for
these purposes to the extent that it is immediately due and
payable to DERAYAH for its own account. DERAYAH will cease
to treat as Client Money such amounts as it holds on the
Client’s behalf that are equivalent to any amounts that the
Client owes to DERAYAH that are due and payable. The Client
agrees that DERAYAH may use Client Money to satisfy the
Client’s obligations to DERAYAH or to any third party.
23-5 DERAYAH shall have no responsibility for or
liability to the Client for any diminution in the value of the
Investment Account due to taxes or imposts or depreciation
in the value of the funds credited to the Investment Account
(which funds may be deposited by the Client subject to
DERAYAH’s control with such depository(ies) as DERAYAH
may select) or for the unavailability of such funds due to
restrictions on convertibility, requisitions, involuntary
transfers, restraints of any character, exercise of military or
usurped powers, or other similar causes beyond DERAYAH’s
control.
23-6 DERAYAH may, at any time, in its sole discretion
and after sending in advance written notice, discharge its
entire liability with respect to the Investment Account by
mailing to the Client at the Client’s last address held by
DERAYAH, DERAYAH’s draft, without recourse to DERAYAH as
the drawer, payable to the order of the Client in the amount
of the then credit balance in the Account, together with such
other documents, if any, as may be necessary, in DERAYAH’s
sole discretion, to transfer to the Client such claims as
DERAYAH may have on such funds.
23-7 Pursuant to Article 73 of the Capital Market
Institution Regulations, DERAYAH shall maintain Client Money
in an account under the name of the Client or omnibus client
account at any local bank or it may keep such Client Money at
an overseas bank to the extent it is necessary for the
settlement of a transaction outside the Kingdom of Saudi
Arabia.
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
23-8 DERAYAH shall maintain the assets and
securities of the Client in the Investment Portfolio with
DERAYAH or in an Investment Portfolio in the name of
DERAYAH to be maintained with a Custodian accredited by
DERAYAH, where such assets shall be pooled in one single
portfolio with the Custodian, and the Client acknowledges
that DERAYAH will be unable to identify the individual
Securities of the Client or the separate entitlements in
certificates or tangible ownership documents or in an
electronic record issued by the respective Custodian, whereby
the Client has no right to receive the original certificates
maintained by the Custodian.
23-9 The Client acknowledges that the Securities
available for trading on international exchanges are subject to
rules and regulations governing such exchanges including any
requirement made applicable to a foreign custodian in all
respects on which DERAYAH will not have full visibility and/ or
control. Furthermore, there may be restrictions on the
percent of ownership by foreign investors in the companies
listed on the relevant exchange which may make the Client
unable to deal with any additional Securities in such
companies. Accordingly, the Client acknowledges and agrees
that such restrictions may give rise to financial losses which
the Client shall bear.
23-10 The Client further acknowledges and agrees that
in order to facilitate its investment in an international
exchange, DERAYAH may use omnibus account/nominee
account structure which requires DERAYAH to open and
maintain an Investment Account in its own name with the
relevant international exchange and a record of the Client's
ownership in the relevant Securities at the respective
international exchange shall be maintained and kept at the
level of DERAYAH.
23-11 Client money will generally only be held with a
Subcustodian or an overseas third party bank where this is
necessary for the settlement of a transaction outside the
Kingdom of Saudi Arabia and in other limited circumstances
(including where dividend income is received). The legal and
regulatory regime governing such Subcustodian or overseas
third party bank may be different from that of the Kingdom of
Saudi Arabia and in the event of an insolvency event in
relation to that Subcustodian or overseas entity, the Client’s
money could be treated differently from the treatment which
would apply if the money was held with a licensed Saudi bank
in an account in the Kingdom of Saudi Arabia.
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
23-12 Where overseas cash accounts are opened by
any Sub-Broker in other jurisdictions ("Overseas Cash
Accounts"), the Client agrees that DERAYAH shall have no
responsibilities or obligations in respect of such Overseas
Cash Accounts which may be subject to foreign exchange
restrictions or other regulatory restrictions which restrict
payments into and out of the Overseas Cash Account or
operation and administration of the Overseas Cash Account,
of which the Client should make itself aware.
24. CLOSING, FREEZING OR BLOCKING THE
INVESTMENT ACCOUNT
24-1 The Client acknowledges that DERAYAH shall
upon one (1) month's notice freeze the Investment Account
upon the expiry of the validity of any documents provided by
the Client to DERAYAH or upon the failure of the Client to
update its information in accordance with this Agreement or
upon the request of DERAYAH. In the absence of any expiry
date on documentation provided by the Client, DERAYAH
shall freeze the Investment Account relating to the Client
upon the expiry of 3 (three) years from the date of the
opening of the Investment Account or the last date on which
such information was updated by the Client, whichever is
later.
24-2 DERAYAH shall freeze the authorities of the
delegates or any attorneys who have been authorised to
operate the Investment Account in the event that the validity
of any identification documents of such persons has expired
until such time as renewed identification documents have
been provided to DERAYAH.
24-3 Clients who are citizens of the Kingdom of Saudi
Arabia or the countries of the Gulf Cooperation Council shall
be permitted to close their frozen Investment Accounts
without the need to update their information, provided that:
(a) the Investment Account is not blocked and
there is no restriction on the Investment Account;
(b) no balance or Securities are available in the
Investment Portfolio or in the Investment Account; or
(c) there is no outstanding claim on the Investment
Account.
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
24-4 Unless the Investment Account is blocked or
there are financial obligations on the Investment Account, the
Client acknowledges and agrees that DERAYAH may, after a
period of 5 (five) years of the Investment Account having
been frozen for failure of the Client to update its information,
transfer the available cash in the Investment Account to bank
account in the Client's name and close the Investment
Portfolio linked to the Investment Account (unless it is linked
to more than one Investment Account), and then close the
Investment Account.
24-5 The Client acknowledges and agrees that
DERAYAH shall have the right to block the Investment
Account without any notice to the Client if:
(a) instructed by the Capital Market Authority to
block the Investment Account; or
(b) DERAYAH receives a notification - enclosed with
the necessary official documents as evidence - in relation to
the Client's insolvency, liquidation, bankruptcy or the
imposition of any legal restriction on the Client or loss of its
legal capacity.
24-6 DERAYAH may, at its discretion without notice,
immediately terminate the Terms of Business and close the
Investment Account if it has detected the use of the
Investment Account in relation to any manipulation or fraud,
or in its discretion, believes that a violation of the Capital
Market Law or its Implementing Regulations has occurred.
24-7 If the Investment Account is blocked pursuant to
Clause 24.5, the Client shall not be permitted to use the
Investment Account in any manner whatsoever including use
of any balances available in the Investment Account or to
make any transfers of funds from and to the Investment
Account (or any transfers of any securities from and to the
Investment Portfolio). The Investment Account shall remain
blocked unless DERAYAH receives an instruction from the
Capital Market Authority to unblock the Investment Account.
24-8 Upon liquidation of the Investment Account,
DERAYAH shall close the Investment Account and any
Investment Portfolio.
24-9 Any decline in the value of the Securities linked
to the Investment Account that may occur while the
Investment Account is frozen, restricted or blocked will be for
the Client's account and risk, and the Client will indemnify
DERAYAH from, and waive any claims that the Client may
have against DERAYAH with respect to, any and all such
losses.
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
25. RETURNS ON INVESTMENT ACCOUNT
25-1 The Client acknowledges that pursuant to the
Capital Market Institution Regulations cash balances held in
an Investment Account will not bear interest, unless
otherwise agreed in writing subject to the conditions in the
Capital Market Institution Regulations.
25-2 The Client hereby acknowledges and agrees that
DERAYAH may receive returns on cash balances in Client
Money accounts held with any other local or overseas
commercial bank.
26. ELECTRONIC SERVICES
26-1 As a client of DERAYAH, you will be permitted to
utilize DERAYAH’s electronic service to effect and execute
orders. By signing this Agreement, you acknowledge and
agree as follows:
(a) This Agreement states the terms and conditions
regarding my use of any electronic services offered by
DERAYAH, including the use of such services to enter
transactions in my brokerage account (the “Electronic
Services”). My use of DERAYAH’s Electronic Services will
indicate my acceptance of the following terms and conditions.
The terms and conditions set forth herein supplement the
terms and conditions contained in any other agreement with
DERAYAH and, by using any of the Electronic Services, I
confirm my agreement to comply with the terms and
conditions set forth therein.
(b) I am of legal age and no one except the
signatory of this Agreement has any interest in my brokerage
account with DERAYAH.
(c) All transactions for my account shall be subject
to the constitution, rules, regulations, customs and usages of
the exchange or market (and DERAYAH, if any) where
executed.
(d) Reports of the execution of orders and
statements of my account shall be conclusive if not objected
to within five days, respectively, after transmittal to me, by e-
mail or otherwise.
(e) At any time and from time to time DERAYAH
may, at its discretion, without notice to me, apply and/or
transfer any securities, commodities, contracts relating
thereto, or any other property or equity therein,
interchangeably between any of my accounts, whether
individual or joint and from any of my accounts to any
account guaranteed by me.
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
(f) In order to protect against identity theft and
fraudulent activity in my account, I agree to be responsible
for the protection of my user name and password. DERAYAH
will not be held responsible for any liability resulting from
identity theft or fraudulent activity in my account.
(g) Subject to Clause 24 below, I acknowledge that I
will be the only authorized user of DERAYAH’s Electronic
Services for my Account(s). I will be fully responsible for the
confidentiality and use of my user names and passwords and I
agree that I will be fully and solely responsible for all
activities, including brokerage transactions, which arise from
the use of my user names or passwords. I also agree that I will
be fully and solely responsible for all activities, including
brokerage transactions, which arise from my authorization to
link my brokerage account(s) or from my authorization to
appoint a sub-user pursuant to Clause 24 below. I
acknowledge that you may tape record conversations with
me, whether in person or by telephone, for purposes of
verification, and I consent to such recording.
(h) I agree that as a condition of being approved to
use DERAYAH’s Electronic Services I will immediately notify
DERAYAH if:
(1) I have placed an order using DERAYAH’s Electronic
Services and I did not receive an order number;
(2) I have placed an order using DERAYAH’s Electronic
Services and I did not receive an accurate written
confirmation of the order, its execution or cancellation within
five business days;
(3) I have received confirmation of an order or orders
which I did not place, which contains any errors, or any
similar conflicting report;
(4) I become aware of or suspect any unauthorized use of
or fraud with respect to my user name(s), password(s), the
user name(s) and password(s) of any sub-user appointed by
me or any product or service related to my brokerage
accounts or I become aware of or suspect any other
unauthorized use of DERAYAH’s Electronic Services or any
security breach relating to DERAYAH’s Electronic Services; or
(5) Client receives an account statement, confirmation, or
other information reflecting inaccurate orders, trades,
account balances, securities or futures positions, funds,
margin status, or transaction history.
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
If I fail to notify DERAYAH immediately upon the occurrence
of any of the above events, I agree that DERAYAH will not
have any responsibility or liability to me or any other person
whose claim may arise through me for any claims relating to
the handling, mishandling or loss of any order. Any liability of
DERAYAH arising out of any action or omission by DERAYAH
with respect to the handling, mishandling or loss of an order
shall be limited to an amount equal to the loss incurred due
to the action or omission during the five business days after
the date on which I first became obligated to give DERAYAH
notice with respect to such transaction(s) pursuant to this
Clause. I agree that DERAYAH and/or any of its officers,
directors, employees, agents or affiliates will not have any
other liability to me or any other person whose claims may
arise through me for any consequential, incidental, special or
indirect damages, even if DERAYAH has been advised of the
possibility of such damages. DERAYAH shall not be
responsible for or deemed to be in default under this
Agreement due to any delay or failure in performance
resulting directly or indirectly from any cause beyond
DERAYAH’s reasonable control.
(I) I acknowledge that for the purpose of this
Agreement that DERAYAH’s Electronic Services will be defined
as any interactive product or service offered by DERAYAH
which allows me to communicate with DERAYAH, to obtain
information or quotations from DERAYAH, or to enter into
brokerage transactions with DERAYAH through the use of
electronic data communications. This includes, but is not
limited to, electronic data communications transmitted by me
to DERAYAH through the use of personal, home or business
computers connected by a modem or other device to an
authorized telecommunications network designated by
DERAYAH. I acknowledge that this Agreement also governs
my use of automated touch-tone telephone services through
which I can obtain account information and quotations, and
enter brokerage transactions. I acknowledge that DERAYAH
may modify, add to, rename or discontinue the Electronic
Services offered pursuant to this Agreement without prior
notice to me.
touch tone
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
(J) I agree to be fully liable for any and all
brokerage commissions, fees, margin interest charges and
payments due to DERAYAH in connection with trades effected
by me in my brokerage account(s) through the use of
DERAYAH’s Electronic Services. Such brokerage commissions,
fees, margin interest charges and payments will be paid
directly to DERAYAH in accordance with the terms and
conditions specified by DERAYAH. I agree that DERAYAH may
require a deposit before I can begin trading using DERAYAH’s
Electronic Services (deposited funds can be used toward
payment of my first transaction). I agree to pay all fees and
charges associated with my use of any of DERAYAH’s
Electronic Services, including, without limitation, those of any
third-party information providers offered through DERAYAH
and all costs associated with communication between myself
and the internet brokerage hub (if applicable).
(K) With respect to those Electronic Services for
which software (the “Software”) has been provided, I
acknowledge that DERAYAH hereby grants to me a
nonexclusive, nontransferable license during the term of this
Agreement to receive and use the Software provided
herewith solely in conjunction with the personal use of
DERAYAH’s Electronic Services in accordance with the terms
of this Agreement. I acknowledge and agree that DERAYAH or
its licensors or data providers have exclusive proprietary
rights in the Software and the systems used in connection
with DERAYAH’s Electronic Services. I further acknowledge
and agree that DERAYAH’s third-party information providers
have exclusive proprietary rights in their respective
information transmitted and/or furnished via DERAYAH’s
Electronic Services. In the event of any misappropriation or
misuse of DERAYAH’s Electronic Services, the Software or the
market data transmitted and/or furnished via DERAYAH’s
Electronic Services, DERAYAH and/or its third-party
information providers or licensors shall have the right to
obtain injunctive relief with respect to the use of its
respective materials. I further acknowledge and agree that: (i)
I may use the Software only in conjunction with DERAYAH’s
Electronic Services; (ii) I shall not make any alteration, change
or modification to the Software and shall not recompile,
decompile, disassemble, reverse engineer, or make or
distribute any other form of, or derivative work from, the
Software; (iii) I shall use DERAYAH’s Electronic Services, the
Software and/or the market data provided thereby only for
my personal use; and (iv) I shall not furnish the Software,
DERAYAH’s Electronic Services or any other information or
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
messages disseminated by DERAYAH hereunder to any person
or entity.
(L) I agree that my use of DERAYAH’s Electronic
Services to effect securities transactions will be limited in all
respects to the terms and conditions of this Agreement and
any other agreement between me and DERAYAH. DERAYAH
will have no liability to me with respect to any transaction or
attempted transaction by me which is not in accordance with
the terms and conditions specified herein or in such other
agreement, and I will indemnify DERAYAH from any claim of a
third party related to any such transaction or related
transaction.
(M) In general, and without limitation to the usage
of the electronic services, I agree that DERAYAH may change
the terms and conditions of this Agreement, in whole or in
part, upon notice to me; no provision of this Agreement may
be amended in any other manner. I agree to use DERAYAH’s
Electronic Services and any additional services offered
through DERAYAH in the future only in accordance with the
terms and conditions specified in this Agreement as amended
from time to time by DERAYAH, and that any amendments to
the terms and conditions will be deemed effective upon
dissemination by DERAYAH. Use of DERAYAH’s Electronic
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
Services or otherwise after receipt of such amendments will
be deemed to be acceptance of such amendments.
(N) I acknowledge that any order I place which
DERAYAH, at its sole discretion, deems to be disruptive to the
securities markets, unusual in size, type or credit risk, or
which exceeds DERAYAH’s usual authorized limits, may be
subject to rejection, cancellation or modification. I
acknowledge that market orders cannot always be canceled,
because they are subject to immediate execution and the
order may be executed before the request for cancellation is
received by DERAYAH. I acknowledge and agree that I am fully
responsible for determining the suitability of my order(s) and
my investment decisions. I acknowledge that DERAYAH may,
in its sole discretion, place trading restrictions on my
Account(s).
(O) I agree that DERAYAH reserves the right in its
sole discretion to suspend or terminate my access to any or
all of DERAYAH’s Electronic Services for any reason and
without prior notice to me. I agree not to hold DERAYAH, its
licensors, information providers or any third party involved in
the provision of DERAYAH ‘s Electronic Services to me
responsible or liable for any disruptions in service due to
telephone network, computer network or other system
problems beyond the control of DERAYAH’s, its licensors,
information providers or any third party involved in the
provision of DERAYAH’s Electronic Services to me, system
maintenance or system upgrades; or any other event or
circumstance beyond the control of DERAYAH, its licensors,
information providers or any third party involved in the
provision of DERAYAH’s Electronic Services to me.
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
(P) I agree that the market data, news and other
information provided to me through DERAYAH’s Electronic
Services (directly or indirectly through an authorized third
party information provider) is for my personal use only and I
will not retransmit or republish these data in any form. I
acknowledge that the data provided to me is obtained from
sources believed to be reliable, are provided solely on a best
efforts basis for my convenience, and that no guarantees are
made by DERAYAH, its licensors, any information provider or
any third party involved in the provision of DERAYAH’s
Electronic Services to me as to their accuracy, completeness,
timeliness or correct sequencing. I acknowledge that while
access to investment recommendations, advice, opinions or
judgments may be available through DERAYAH’s Electronic
Services, none are developed or endorsed by DERAYAH, nor
do they constitute any recommendations or solicitations to
purchase or sell any security by DERAYAH. I agree not to hold
DERAYAH or its licensors, information providers or any third
party involved in the provision of DERAYAH’s Electronic
Services to me liable for any investment decision I may make
based upon my reliance on or use of such data or
recommendations, advice, opinions, or judgments or any
liability which may arise due to inaccuracies, errors or
omissions in such data or due to delays, omissions, errors, or
interruptions in the delivery or transmission of such data for
any reason.
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
(Q) I accept use of DERAYAH’s Electronic Services
and any software on an ‘as is’ basis and agree that there are
no warranties, express or implied, with respect to DERAYAH’s
Electronic Services or the software (including with respect to
any availability or functionality in relation thereto), the
market data or risk management tools provided, including,
but not limited to, any implied warranties of merchantability,
reasonable care, fitness for a particular purpose or against
intellectual property infringement, made by DERAYAH, its
licensors, information providers or any third party involved in
the provision of DERAYAH’s Electronic Services to me. I
further agree that the sole liability of DERAYAH, or its
licensors, information providers or any third party involved in
the provision of DERAYAH’s Electronic Services and/or the
software to me for any claims, notwithstanding the form of
such claims (e.g., contact, negligence or otherwise), arising
out of errors or omissions in DERAYAH’s Electronic Services
and/or the software and/or market data and/or risk
management tools provided or to be provided here under
shall be to furnish the correct report or data provided that I
promptly advise the data provider thereof. I further agree
that I shall not hold DERAYAH, its licensors, information
providers or any third party involved in the provisions of
DERAYAH’s Electronic Services and/or the software liable in
any way for any loss or damage which I suffer arising out of
my use of DERAYAH’s Electronic Services and/or the software,
including and loss or damages arising from or occasioned by:
(i) any force majeure (e.g., flood, extraordinary weather
conditions, earthquake or other act of god, fire, war,
insurrection, riot, labor dispute, accident, action of
government, communications or power failure or disruption,
equipment or software malfunction) or by any other cause
beyond such party's reasonable control; or (ii) any outage,
disruption to or suspension of DERAYAH’s Electronic Services
and/or the software or any part thereof caused by any means
(including any schedules or unscheduled maintenance). In no
event will DERAYAH, its licensors, information providers or
any third party involved in the provision of DERAYAH’s
Electronic Services (or any of their respective officers,
directors, employees, agents or affiliates) be responsible for
special, indirect, incidental or consequential damages,
including but not limited to trading losses or lost profits,
whether or not reasonably foreseeable, and even if advised of
the possibility or such damages, which I may incur or
experience on account of entering into or relying on this
Agreement or as a result of my use or reliance on the market
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
data, the DERAYAH’s Electronic Services, the software or risk
management tools.
(R) I agree that DERAYAH, its licensors, information
providers or any third party involved in the provision of
DERAYAH’s Electronic Services or the Software shall not be
liable to me for any delays or interruptions of service or
transmissions, or failures or performance of DERAYAH’s
Electronic Services or the Software, regardless of cause,
including, but not limited to, those caused by hardware or
software malfunction; governmental, exchange or other
regulatory action; acts of god; war; terrorism; or the acts of
DERAYAH, its licensors, information providers or any third
party. I recognize and accept that there may be delays or
interruptions in my use of DERAYAH’s Electronic Services or
the Software, including, for example, those caused
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
intentionally caused for purposes of servicing or maintaining
DERAYAH’s Electronic Services or the Software.
(S) I agree that as a condition of my access to and
use of DERAYAH’s Electronic Services and/or the Software I
shall activate any security measures which are communicated
to me by DERAYAH. In the event that I do not activate such
security measures, DERAYAH shall not be liable for any loss or
damage arising as a result of such failure. Any security
measures will be notified to you by any communication
method adopted by DERAYAH from time to time, including
any electronic channels. Such security measures may include,
without limitation, two-factor authentication requirements.
27. SUB-USERS APPOINTMENTS
27-1 As a client of DERAYAH, you will be permitted to
appoint a sub-user for your account (the “Sub-user”) to grant
such Sub-the right to provide instructions to DERAYAH and
operate the Client Account, in accordance with DERAYAH’s
internal procedures in this regard (to be communicated to
you at your request). You may place any restrictions or
limitations on the authority granted to your appointed Sub-
user and may limit the appointment by time. For the purpose
of this clause "authorized persons" shall be persons notified
to DERAYAH in writing by the Client as such and who have
granted the rights to provide instructions to DERAYAH and
operate the Client Accounts.
27-2 DERAYAH reserves the right to carry out any due
diligence exercise on any Sub-user appointed by you, to
request and obtain any information and/or documentation on
such Sub-user and to refuse to appoint any such Sub-user
based on the outcome of its due diligence exercise, as
determined solely by DERAYAH.
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
27.3 Any and all actions taken by a Sub-user on your
behalf shall be considered as though taken by you for the
purpose of this Agreement. DERAYAH shall not be responsible
for any action taken by your Sub-user and it shall not be held
legally liable for any loss incurred by the Client as a result of
the authorized person’s actions or lack thereof. The Client
hereby agrees and consents to indemnify DERAYAH and hold
it harmless against any loss it incurs as a result of the Sub-
user’s actions or directions.
28. CONFIDENTIALITY
28-1 Details of the transactions undertaken for the
account of the Client in relation thereto shall be treated as
confidential, except to the extent that information is
disclosed (a) pursuant to any applicable law, regulation or
code of conduct, or (b) by order of a court of law, or (c) in
response to an inquiry by an exchange or any regulatory or
other governmental authority concerning information
reasonably required by them in the course of their official
duties, and subject to assurances that such information will
be used only for the purposes specified and will otherwise be
kept confidential, or (d) to perform a particular service for the
Client including but not limited to, executing, settling and
arranging custody services.
28-2 The Company may disclose details of the Client's
relationship with the Company to third parties with whom the
Company deals in the performance of the agreed investment
services on behalf of the Client, for their confidential and
internal use and/or as a requirement of processing
transactions on behalf of the Client. The Client understands
that such information may then become subject to disclosure
under the laws of other jurisdictions.
29. MATERIAL INTERESTS
29-1 The Client acknowledges and agrees that, in the
course of performing services under this Agreement,
DERAYAH's, its persons, subsidiaries, affiliates and other
clients of DERAYAH, may have a material interest in a
transaction or interest that is or is likely to become the
subject of client instruction, and that such interests whether
material or otherwise will be disclosed to the Client in writing.
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
29-2 Without limitation to the foregoing, DERAYAH
may: (a) effect transactions for the account of the Client in
which DERAYAH or one or more of its related parties has
directly or indirectly a material interest or where a related
party of DERAYAH effects the transaction as principal therein
or in which DERAYAH or a related party has a relationship
with another party which may, in either case, involve a
conflict with DERAYAH's duty to the Client only after
DERAYAH notifies said Client in writing of such interest
whether material or otherwise; (b) invest on behalf of the
Client in or dispose of units in a unit trust or other form of
collective investment scheme which is either operated or
advised by DERAYAH or one of its related parties; or (c) invest
on behalf of the Client in securities the issue or offer for sale
of which was underwritten, managed or arranged by
DERAYAH or a related party during the preceding twelve
months or earlier.
30. LIMITATION OF DERAYAH's LIABILITY
30-1 DERAYAH shall not be liable or responsible for
any Liability (including, but not limited to, any Liability arising
from gross negligence unless otherwise stated) which may
directly or indirectly result from:
(a) anything done or omitted to be done by:
(i) DERAYAH in connection with this Agreement,
other than any Liability to the Client which is caused directly
by the gross negligence, fraud or wilful default of DERAYAH;
or
(ii) any Sub-Broker, in connection with this
Agreement or any of the Client’s accounts, other than any
Liability to the Client(s) which is caused directly by the failure
of DERAYAH to comply with its duties under Clause 8.1(a) of
this Agreement; or
(iii) any stock exchange, clearing system, manager,
custodian or any other third party including the Saudi
Exchange; or
(b) without prejudice to the generality of Clause
30.1(a), the occurrence of:
(i) an Insolvency Event in respect of any Sub-Broker,
other Delegate, clearing system or any other third party
including, but not limited to, any custodian, counterparty or
issuer of securities; or
(ii) any failure by DERAYAH to perform any of its
obligations where it has not received the information in the
manner and form and within the timeframe required for it to
operate in accordance with the applicable law or if such
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
performance would result in DERAYAH being in breach of any
applicable law which are applicable to it; or
(iii) any Force Majeure Event, including, without
limitation, acts of God, acts of government, war (whether
declared or undeclared), civil commotion, insurrection,
embargo, exchange or market rulings, suspension or trading,
inability to communicate with market makers for whatever
reason, breakdown of the computer systems of third parties
or other machine failure, labour disputes, impediments to the
supply of goods or equipment, or any other cause or
conditions beyond the control of DERAYAH; or
(iv) any failure in the performance or functionality of
DERAYAH’s Electronic Services or the Software or the
Customer’s inability to use DERAYAH’s Electronic Services or
the Software.
(c) Liabilities arising under Clause 30.1 shall be
limited to the amount of the Client's actual loss but without
reference to any special conditions or circumstances known
to DERAYAH at the time of entering into the Agreement, or at
the time of accepting any Instructions, which increase the
amount of the Liability. In no event shall DERAYAH be liable
for any loss of profits, goodwill, reputation, business
opportunity or anticipated saving, or for special, punitive or
consequential damages, or for any other indirect losses,
whether or not DERAYAH has been advised of the possibility
of such Liability.
(d) Nothing in this Agreement shall exclude or
restrict any duty or liability which DERAYAH may have to the
Client under the applicable law in Saudi Arabia.
(e) DERAYAH shall not be personally liable for any
taxes or duties payable on or in respect of any securities and
cash.
(f) As regards acts and omissions prior to the date of
this Agreement:
(i) DERAYAH will not be responsible for any act or
omission of any person prior to the date of this Agreement or
for any Liabilities or costs incurred as a result of any such
prior act or omission;
(ii) DERAYAH will be entitled to rely upon all records
and accounts prepared or maintained for the Client prior to
the date of this Agreement and will be expressly relieved
from any duty or obligation to verify the information
contained in such records and accounts; or
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
(iii) DERAYAH will be entitled to treat as valid any
certificate or document confirming ownership of a security
purporting to have been issued by or on behalf of the issuer
prior to the date of this Agreement and will be expressly
relieved from any duty or obligation to verify the signature or
authority to sign of the person or persons purporting to sign
any such certificate or document.
(g) DERAYAH shall not be liable for the management
of or any diminution in the value of the securities and cash.
(h) DERAYAH shall not be liable for losses of any kind
which may be incurred by the Client as a result of the
provision of its services by DERAYAH in accordance with the
Instructions of the Client, the applicable law and market
practice except where such loss is due to the gross
negligence, fraud or wilful default of DERAYAH or any other
person appointed by it or their respective officers or
employees or agents.
31. INDEMNIFICATION
31-1 Without prejudice to any other right of
indemnity to which DERAYAH is entitled under applicable law,
but subject to Clause 29, you shall indemnify DERAYAH and
keep it indemnified against all Liabilities to which it may be or
become subject or which may be incurred by it in the
discharge or purported discharge of any of its functions under
this Agreement or in respect of any other matter or thing
done or omitted in any way relating to this Agreement
(including all Liabilities incurred in disputing or defending any
of the foregoing).
31-2 All indemnities under this Agreement shall
continue for a period of 5 years notwithstanding the
termination of this Agreement.
32. CONTRACT NOTES, STATEMENTS AND OTHER
INFORMATION
32-1 On the date an Instruction is executed, partially
or fully, DERAYAH shall send the Client (by email to the
Client’s registered email address) the contract note detailing
the transaction. DERAYAH shall charge a fee for issuing or
dispatching paper-based reports and/or statements in
accordance with DERAYAH's rate sheet
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
32-2 DERAYAH will prepare statements of account
providing details of the securities in the Investment Portfolio
and cash in the Investment Account or Overseas Cash
Account as at the date of the statement ("Statements") at
least every 3 months (unless there is a nil balance in the
relevant account in which case statements will be sent at
least every 12 months) or at such other (more regular)
frequency as may be agreed in writing by DERAYAH and the
Client, and send these to the Client by facsimile or email or
other electronic means. The value of assets shown on the
Statements will be determined by DERAYAH using
information received from reputable published sources
and/or DERAYAH's reasonable judgment.
32-3 The Client is recommended to examine each
contract note and Statement promptly on receipt and notify
DERAYAH as soon as reasonably practicable, but no later than
15 days from the date of such contract note or Statement, of
any errors and discrepancies.
32-4 DERAYAH will use reasonable endeavours to
provide the Client with such information about the securities
as the Client may reasonably request in writing from time to
time. DERAYAH will have no obligation to forward to the
Client any other information received by DERAYAH in relation
to the Securities other than as set out in this Clause 32.
32-5 The Client hereby acknowledges that the
Overseas Cash Accounts are set up in the Client's own name
by DERAYAH as agent and accordingly such cash is held by the
Sub-Broker for the Client. DERAYAH shall owe the Client no
obligations in relation to the Overseas Cash Account save as
set out in this Agreement.
32-6 DERAYAH and Client may set up arrangements
so that statements of Overseas Cash Accounts are sent
directly to the Client. DERAYAH will use reasonable
endeavours to forward statements relating to Overseas Cash
Accounts from Sub-Brokers to the Client, where they are sent
in error to DERAYAH and not sent directly to Client.
32-7 DERAYAH has no duty to disclose to the Client or
the Client(s) any information in the possession of DERAYAH or
any Affiliate of DERAYAH which might indicate that
Instructions received by DERAYAH may not be in the best
interests of the Client.
33. Clearing Procedures with the Securities Clearing
Center
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
The Client acknowledges that DERAYAH shall have the right to
require the Client to provide collateral to support the back-to-
back obligations which have at least the same value (after the
application of any appropriate deductions by DERAYAH) as
the margin which DERAYAH has determined with respect to
the corresponding cleared transactions entered into by the
Client. For the avoidance of doubt, the collateral provided by
the Client shall be limited to cover the determined margin.
The Client acknowledges that DERAYAH shall not be obligated
to act on any Instructions related to clearing procedures
which could result in DERAYAH being in breach of the
Securities Clearing Center Rules, and that DERAYAH shall have
the right to close out the related open position if the Client is
unable to provide sufficient collateral pursuant to this clause.
The Client further acknowledges that the provisions of this
clause shall only apply on the margin requirements arising
from positions related to the Client's collateral account.
34. Personal Data
DERAYAH shall process Personal Data only to the extent
necessary to provide the services under this Agreement and
only in accordance with documented instructions from the
Client and the Personal Data Protection Law. DERAYAH shall
ensure that persons authorized to process the Personal Data
accesses such Personal Data strictly on a need-to-know basis
and in compliance with the applicable laws as necessary to
perform their roles in the provision of this Agreement.
For the purpose of this Clause:
“Personal Data” any data, regardless of its source or form,
that may lead to identifying an individual specifically, or that
may directly or indirectly make it possible to identify an
individual, including name, personal identification number,
addresses, contact numbers, license numbers, records,
personal assets, bank and credit card numbers, photos and
videos of an individual, and any other data of personal
nature.
"Data Protection Law" means all applicable data protection
laws, regulations and standards as set forward by the Saudi
authorities including, but not limited to, the Saudi Arabian
Personal Data Protection Law promulgated by Royal Decree
No. M/19, dated 09/02/1443H on 24 September 2021 and its
implementing regulations, in addition to the laws, regulations
and policies issued from time to time by Saudi Authority for
Data and Artificial Intelligence (“SDAIA”) or any other
competent regulator.
35. Binding Clause
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
This Agreement shall be binding upon both Parties and their
respective successors and permitted assigns, but the Client
shall not assign, delegate transfer or otherwise dispose of the
Client's benefits and obligations under this Agreement
without the prior written consent of DERAYAH.
36. Amending The Agreement
The Client agrees that DERAYAH may change the terms and
conditions of this Agreement, in whole or in part, upon notice
to the Client; no provision of this Agreement may be
amended in any other manner.
37. Governing Law
This Agreement shall be governed by and construed in
accordance with the laws of the Kingdom of Saudi Arabia,
including the Saudi Capital Market Law and all the
implementing regulations issued thereunder.
The Parties will seek to resolve any dispute arising out of or in
connection with this Agreement and the matters
contemplated herein amicably. In the event that a dispute
cannot be settled amicably within thirty (30) days of notice
being given by and to any party, the Parties hereby agree that
such dispute shall be settled by the Committee for the
Resolution of Securities Disputes in the Kingdom of Saudi
Arabia.
38. Governing Language
This Agreement may be executed in both the English and
Arabic languages. In case of any difference in meaning
between the English and Arabic texts, the Arabic text shall
prevail, provided that the Arabic text shall be interpreted with
due consideration given to the English text.
39. Understanding of these Terms of Business
The Client acknowledges having read and understood this
Agreement and having been given the opportunity to ask
questions relating hereto, and the Client agrees that this
Agreement will govern the Client's relationship with
DERAYAH.
40. Transfer of portfolio
If the Client wishes to transfer his/her portfolio account from
DERAYAH to another authorized person or broker, DERAYAH
shall, in accordance with the law, liquidate the Client's
portfolio at the Client's own expense and pay to the Client the
balance of such liquidated investments.
41. FATCA
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
The U.S. tax provisions commonly known as the Foreign
Account Tax Compliance Act, the regulations (whether
proposed, temporary or final), including any subsequent
amendments, and administrative guidance promulgated
thereunder (or which may be promulgated in the future) and
any applicable intergovernmental agreements in respect
thereof (or any similar intergovernmental agreements which
may be applicable to DERAYAH), including any implementing
legislation, regulations and guidance promulgated (or which
may be promulgated) thereunder and any subsequent
amendments to any of the foregoing ("FATCA") impose or
may impose a number of obligations on DERAYAH. In this
regard:
41-1 Client acknowledges that, in order to comply
with the provisions of FATCA and avoid the imposition of U.S.
federal withholding tax, DERAYAH may, from time to time and
to the extent provided under FATCA, (i) require further
information and/or documentation from Client, which
information and/or documentation (A) may include, but is not
limited to, information and/or documentation relating to or
concerning the identity, residence (or jurisdiction of
formation) and income tax status of Client and its direct and
indirect beneficial owners (if any), and (B) may need to be
certified by Client under penalties of perjury, and (ii) provide
or disclose any such information and documentation to
governmental agencies of the United States or other
jurisdictions (including the U.S. Internal Revenue Service) and
persons from or through which DERAYAH may receive
payments or proceeds, or with which DERAYAH may have an
account (within the meaning of FATCA.
41-2 Client agrees that it shall provide such
information and/or documentation concerning itself and its
direct and indirect beneficial owners (if any), as and when
requested by DERAYAH, as DERAYAH in its sole discretion
determines is necessary or advisable for DERAYAH to comply
with its obligations under FATCA, including, but not limited to,
in connection with DERAYAH entering into or amending or
modifying an "FFI Agreement" (as defined under FATCA) with
the U.S. Internal Revenue Service and maintaining ongoing
compliance with such agreement. Client should consult its
tax advisors as to the type of information that may be
required from Client under this Clause 37.
IRS
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
41-3 Consistent with FATCA, and notwithstanding
anything to the contrary herein, Client agrees to waive any
provision of law of any jurisdiction (including under the
Authorised Persons Regulations of the Kingdom of Saudi
Arabia) that would, absent a waiver, prevent DERAYAH's
compliance with its obligations under FATCA, including under
any FFI Agreement, and hereby consents to the disclosure by
DERAYAH of any information regarding Client (including
information regarding its direct and indirect beneficial
owners, if any) as DERAYAH determines is necessary or
advisable to comply with FATCA (including the terms of any
FFI Agreement.
41-4 Client acknowledges that, if Client does not
timely provide and/or update the requested information
and/or documentation or waiver, as applicable ("FATCA
Compliance Failure"), DERAYAH may, in its sole and absolute
discretion and in addition to all other remedies available at
law, in equity or under this Agreement, cause Client to
withdraw its account in whole or in part. In the event of a
FATCA Compliance Failure, DERAYAH shall be entitled to
presume that Client is a person subject to U.S. federal
withholding tax under FATCA unless and until such FATCA
Compliance Failure is resolved to the satisfaction of DERAYAH
in its sole discretion. Client shall indemnify and hold harmless
DERAYAH from and against any withholding taxes, interest,
penalties or other expenses or costs with respect to Client's
FATCA Compliance Failure.
41-5 Client irrevocably and unconditionally
authorizes DERAYAH to withhold and deduct any amounts
applicable to Client under FATCA ("FATCA Deductions"), and
to remit such amounts to the U.S. Internal Revenue Service or
other applicable governmental authority in accordance with
applicable law. Any such FATCA Deductions shall be
considered amounts paid to or for account of Client for
purposes of this Agreement. In no event shall DERAYAH be
required to increase any payment in respect of which it
makes such a FATCA Deduction.
41-6 Client acknowledges and agrees that DERAYAH
will determine in its sole discretion how to comply with
FATCA, and that Client shall have no claim against DERAYAH
for any damages or liabilities attributable to any FATCA
compliance related determinations pursuant to this Clause
39.
42. Client Undertakings
By signing this Agreement, the Client:
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
(a) undertakes that it understands the terms and
conditions of the investment account opening agreement,
and that all data and information provided to DERAYAH are
correct, comprehensive, valid and non-misleading.
(b) undertakes that the Client is committed to
update its data and information or confirmation that there
are no changes to the information, either when asked by
DERAYAH at the end of each period set by DERAYAH. The
Client is further committed to provide renewed versions of
his/her identification documents after their expiry.
(c) the Client undertakes to immediately notify
DERAYAH when a change occurs to the Client’s ID or passport
or if the Client is a company, the commercial registration,
identification documents of the manager or board of
directors, resolutions appointing the directors and authorizing
the opening of Client Accounts, list of persons authorized to
operate Client Account and any government licenses issued in
respect of its activities, or any of the documents required by
DERAYAH in its Know-Your-Customer form.
(d) undertakes that it is aware that DERAYAH will
freeze the Client's investment account when this
commitment set forth in this Clause is breached.
(e) if the Client is a foreigner residing in the Saudi
Arabia:
(i) acknowledges that his/her right to invest in
securities in the Kingdom of Saudi Arabia is associated with
providing his residence permit (Iqama) to DERAYAH; and that
DERAYAH will freeze the investment account if he does not
update the account`s information or does not provide
DERAYAH with the residence permit (Iqama) after its renewal.
(ii) undertakes to provide DERAYAH with the renewed
residence permit (Iqama) upon its validity expiry, or when
DERAYAH requested an update of the account`s information.
(iii) acknowledges that DERAYAH has the right to
liquidate the securities in the portfolio linked to the
investment account, transfer its cash to the Client`s bank
account linked the investment account, and then close the
investment account, if the investment account was frozen for
more than (12) months.
(iv) acknowledges that he may not close his investment
account if his/her residence permit (Iqama) is expired, until
such Client has provided the renewed residence permit
(Iqamah) or a final exit visa, unless the CMA instructs
otherwise.
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
(f) if the Client is a blind or illiterate person,
undertakes that the personal reference must be a natural
person with full legal capacity who personally knows the blind
or the illiterate person, holds a valid national identification
card, and able to explain and read to the blind or the illiterate
person the investment account opening procedures and
terms and conditions of the investment account opening
agreement.
(g) if client is a blind or illiterate person, undertakes
that he/she must not use any services provided by telephone
or electronic services for operating the investment account
until one of DERAYAH `s employees or his/her personal
reference explain to him/her the terms and conditions related
to such services, and DERAYAH to inform the blind or illiterate
Client that such services are provided to him/her based on
his/her desire, choice and awareness of the risks associated
with using such services, and his/her legal responsibility of all
transactions executed through such services.
(h) undertakes that if the investment account is in
the name of the Client, but to be operated by the guardian or
the custodian or the legal representative, the guardian or the
custodian or the legal representative shall bear all legal
responsibilities by operating the Client personal investment
account. The Client undertakes and agrees that DERAYAH
shall have the right to obtain similar undertaking from the
guardian or the custodian or the legal representative.
(i) If the Client is an entity, undertakes that the
Client is authorized pursuant to its articles of incorporation,
charter, by-laws, operating agreement or other governing
document(s) and applicable laws and regulations to: (1) retain
the services of DERAYAH; (2) enter into this Agreement; (3)
engage in the securities, options, futures, and other
investment transactions to be effected through its account;
and (4) engage in all other transactions and activities
contemplated by this Agreement.
(j) undertakes that Client is not an affiliated
person, officer, director, or employee of any U.S. securities
broker or dealer, introducing broker, futures commission
merchant, exchange, market or clearing house.
(k) undertakes and acknowledges that all Client’s
orders are for Client’s benefit, and not for the benefit of
DERAYAH or another broker or dealer.
(l) undertakes to adhere to the Capital Market Law
and its Implementing Regulations, and other laws and
regulations of the Kingdom of Saudi Arabia, in particular the
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
Anti-Money Laundering Law and its Implementing Regulation
and the Law of Terrorism Crimes and Financing.
(m) undertakes to submit a written request to
DERAYAH when he or her desires to close his or her
investment account
(n) Client undertakes that there are no civil or
criminal complaints, investigations, proceedings, actions or
suits pending against or involving Client or any of Client’s
officers, directors, or employees: (1) that allege any material
violation by DERAYAH of any of the criminal, securities, or
commodities laws or regulations of any jurisdiction,
regulatory or self-regulatory organization, or exchange or (2)
that, if decided, would have a material, adverse effect on the
ability of DERAYAH to fulfill its obligations under this
Agreement. Client undertakes to update this information to
DERAYAH in the event of any material change.
(o) Client undertakes that it is not subject to any
disciplinary action, suspension or restriction imposed by any
agency, regulatory or self-regulatory organization, or
exchange that would materially and adversely affect Client’s
ability to fulfill its obligations hereunder. The Client shall also
promptly notify DERAYAH if it becomes subject to any such
disciplinary action, suspension, or restriction and provide to
DERAYAH a copy of any decision relating to such disciplinary
action, suspension, or restriction. In either of these events,
DERAYAH may take any action it deems to be necessary: (1)
to assure itself that Client will continue to comply with the
Laws and Regulations notwithstanding such action,
suspension or restriction, and (2) to comply with any
requests, directives, or demands made upon DERAYAH by any
agency, regulatory or self-regulatory organization, or
exchange.
(p) The Client acknowledges that DERAYAH may
liquidate positions in Client’s account, without any prior
notice to Client, in order to meet margin or risk management
requirements with respect to any financial product
maintained by the Client. The Client understands that such
liquidation may result in deficiencies to his/her account,
agrees to be responsible for and undertakes to promptly pay
to DERAYAH any deficiencies in any account that arise from
such liquidation or remain after such liquidation. The Client
understands and acknowledges that DERAYAH will not have
any liability to the Client for any losses or damages sustained
by the Client in connection with such liquidations.
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
42. Trading in Options Disclosure Statement
The Disclosure Statement Clause is stated in compliance with
Article 42 of the Capital Markets Institutions Regulations
(“Risk Disclosure Clause”). This Clause cannot disclose all the
risks and other significant aspects of trading in options. The
Client should not deal in options unless the Client
understands their nature and the extent of the Client’s
exposure to risk. The Client should also be satisfied that
option trading is suitable for the Client in light of the Client’s
circumstances, financial position and investment objectives.
Therefore, the products will not be suitable for all investors
and may involve risks that are not acceptable to the Client.
Risks of Trading Equity Options and Terms and Conditions
for Trading Equity Options
Client trading in equity options understands and agrees to the
following:
1. The Client understands that trading equity options is highly
speculative in nature and involves a high degree of risk.
2. By signing this Agreement, the Client acknowledges to
DERAYAH that the Client has read and fully understood:
(a) the current DERAYAH Risk Disclosure Clause; and
(b) the Special Statement for Uncovered Option Writers. The
Client agrees to seek clarification of any term, condition or
risk contained in either of these documents prior to making
such acknowledgment to DERAYAH.
3. The Client is financially able to undertake the risks
associated with trading equity options and withstand any
losses incurred in connection with such trading (including the
total loss of premiums paid by the Client for long put and call
options, margin requirements for short put and call options,
and transaction costs).
4. Among the risks the Client acknowledges are:
4-
:
(a) option contracts are traded for a specified period of time
and have no value after expiration;
(b) trading halts in the underlying security, or other trading
conditions (for example, volatility, liquidity, systems failures)
may cause the trading market for an option (or all options) to
be unavailable, in which case, the holder or writer of an
option would not be able to engage in a closing transaction
and an option writer would remain obligated until expiration
or assignment of the option contract.
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
5. The electronic service is subject to unavailability. The Client
represents that it has trading arrangements for the placement
of the Client’s orders and shall use such arrangements in the
event that the Electronic Service becomes unavailable.
Although the Electronic Service is designed to perform certain
automatic functions, DERAYAH does not warrant that the
Electronic Service will perform as it is designed to, and
DERAYAH will not have any liability to the Client for losses or
damages which result from such failures of performance or
unavailability of the Electronic Service. Subject to the
foregoing, the Client acknowledges that the Electronic Service
is designed to automatically liquidate the Client’s positions if
the Client’s account equity is not sufficient to meet margin
requirements.
6. The Client has reviewed and understands the applicable
regulatory requirements for trading equity options. Client, if
wants to trade equity options, agrees to the following terms
and conditions:
(A) Each equity option transaction entered into is subject to
the rules and regulations of the U. S. Securities & Exchange
Commission (SEC), the U. S. Financial Industry Regulatory
Authority (FINRA), and the CMA, the relevant options
exchange, and DERAYAH.
(B) With certain exceptions, DERAYAH will not execute a
Client’s order to purchase an equity option if the Client does
not have equity in its account at least equal to the full
purchase price of a put or call option (equity options may not
be purchased on margin).
(C) The Client shall comply strictly with DERAYAH’s margin
requirements in connection with the Client’s sale of put and
call options.
(D) If the Client wish to exercise an option on a particular
trading day acknowledges that he/she must provide specific,
written instructions to DERAYAH using the procedure
specified in the Agreement. The Client further acknowledges
that, absent receipt of such instructions, DERAYAH has no
obligation to exercise the Client’s option on any given trading
day or prior to the expiration of the option. The Client
acknowledges that, subject to paragraph H below, DERAYAH
will automatically exercise any long equity option held by a
Client that is in-the-money by required the amount or more
at expiration, absent specific instructions to the contrary
provided by the Client to DERAYAH.
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
(E) The Client understands that DERAYAH assigns exercise
functions to clearing firms, including the Third-Party Broker
(“Clearing Firms”). The Client expressly consents to the use of
such Clearing Firms, as determined by DERAYAH in its sole
discretion, and acknowledges that, upon assignment, the
Client shall be required: (1) in the case of an equity option, to
deliver or accept the required number of shares of the
underlying security; or (2) in the case of an equity index
option, to pay or receive the settlement price, in cash. The
Client understands that it may not receive notice of an
assignment from DERAYAH until one or more days following
the date of the initial assignment by DERAYAH to the Clearing
Firm and that the lack of such notice creates a special risk for
uncovered writers of physical delivery call stock options. The
Client acknowledges that it has read and understands this risk
as described in this Risk Disclosure Document and the
Agreement.
(F) The Client is responsible for entering an offsetting
transaction to close out a Client position, or to exercise an
equity option by written e-mail instruction to DERAYAH prior
to the expiration date, and the Client’s failure to do so may
result in the equity option expiring worthless, regardless of
the monetary value of the equity option on its expiration
date.
(G) DERAYAH may modify margin requirements at any time, in
its sole discretion. DERAYAH’s margin requirements may
exceed margin requirements imposed by any exchange or
clearing house.
(H) If, prior to expiration of an option contract, the Client
does not have sufficient equity in the Client’s account with
DERAYAH to meet the initial margin requirement for the
purchase or sale of the underlying security (the higher of
DERAYAH's margin requirements or margin requirements
mandated by exchanges or regulators), then DERAYAH shall,
at its discretion, take one of the following actions: (1) decline
to purchase or sell such underlying security on the Client’s
behalf; or (2) exercise the option and liquidate the underlying
security position which results from the exercise of the option
contract. If the Client violates the DERAYAH Terms of Business
by failing to close out an open option position prior to
expiration, which creates a margin deficiency (e.g., upon
exercise or automatic exercise of the option), then the Client
shall be liable for resulting losses and costs and shall not be
entitled to any profits or gains.
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
(I) In connection with the exercise of a long put option that
results in a short position in the underlying stock, the Client
acknowledges that: (1) short sales may only be effected in a
margin account and are subject to initial and maintenance
margin requirements; and (2) if DERAYAH is unable to borrow
such stock on the Client’s behalf or if a lender subsequently
issues a recall notice for such stock, then DERAYAH, without
notice to the Client, is hereby expressly authorized by the
Client to cover the Client’s short position by purchasing stock
on the open market at the-then current market price and the
Client agrees that it shall be liable for any resulting losses and
all associated costs incurred by DERAYAH in such event. As
noted above, the market value of short stock is treated as a
debit item to the Client’s DERAYAH margin account.
Other Risks of Trading Equity Options
1. Risk-Reducing Orders or Strategies. The placing of certain
orders (e.g., ‘stop-loss’ orders, where permitted under local
law, or ‘stop-limit’ orders) which are intended to limit losses
to certain amounts may not be effective because market
conditions may make it impossible to execute such orders.
Strategies using combinations of positions, such as ‘spread’
and ‘straddle’ positions may be as risky as taking simple ‘long’
or ‘short’ positions.
2. Variable Degree of Risk. Transactions in options carry a high
degree of risk. Purchasers and sellers of options should
familiarize themselves with the type of option (i.e., put or
call) which they contemplate trading and the associated risks.
You should calculate the extent to which the value of the
options must increase for your position to become profitable,
taking into account the premium and all transaction costs.
3. Selling (‘writing’ or ‘granting’) an option generally entails
considerably greater risk than purchasing options. Although
the premium received by the seller is fixed, the seller may
sustain a loss well in excess of that amount. The seller will be
liable for additional margin to maintain the position if the
market moves unfavorably. The seller will also be exposed to
the risk of the purchaser exercising the option and the seller
will be obligated to either settle the option in cash or to
acquire or deliver the underlying interest. If the option is on a
future, the seller will acquire a position in a future with
associated liabilities for margin. If the position is ‘covered’ by
the seller holding a corresponding position in the underlying
interest or a future or another option, the risk may be
reduced. If the option is not covered, the risk of loss can be
unlimited.
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
4. Suspension or Restriction of Trading and Pricing
Relationships. Market conditions (e.g., illiquidity) and/or the
operation of the rules of certain markets (e.g., the suspension
of trading in any contract or contract month because of price
limits or ‘circuit breakers’) may increase the risk of loss by
making it difficult or impossible to effect transactions or
liquidate/offset positions. If you have sold options, this may
increase the risk of loss.
5. Further, normal pricing relationships between the
underlying interest and the future, and the underlying
interest and the option may not exist. This can occur when,
for example, the futures contract underlying the option is
subject to price limits while the option is not. The absence of
an underlying reference price may make it difficult to judge
‘fair’ value.
6. Commission and Other Charges. Before you begin to trade,
you should obtain a clear explanation of all commissions, fees
and other charges for which you will be liable. These charges
will affect your net profit (if any) or increase your loss.
7. Currency Risks. The profit or loss in transactions in foreign
currency-denominated contracts (whether they are traded in
your own or another jurisdiction) will be affected by
fluctuations in currency rates where there is a need to
convert from the currency denomination of the contract to
another currency.
Electronic Trading. Trading on an electronic trading system
may differ not only from trading in an open-outcry market but
also from trading on other electronic trading systems. If you
undertake transactions on an electronic trading system, you
will be exposed to risk associated with the system including
the failure of hardware and software. The result of any
system failure may be that your order is either not executed
according to your instructions or is not executed at all.
Special Statement for Uncovered Option Writers
There are special additional risks associated with uncovered
option writing which may expose the Client to significant
losses. The risks associated with uncovered option writing are
include the following:
1. The potential loss of uncovered call writing is unlimited.
The writer of an uncovered call is in an extremely risky
position, and may incur large losses if the value of the
underlying instrument increases above the exercise price.
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
2. As with writing uncovered calls, the risk of writing
uncovered put options is substantial. The writer of an
uncovered put option bears a risk of loss if the value of the
underlying instrument declines below the exercise price. Such
loss could be substantial if there is a significant decline in the
value of the underlying instrument.
3. Uncovered option writing is thus suitable only for the
knowledgeable Client who understands the risks, has the
financial capacity and willingness to incur potentially
substantial losses, and has sufficient liquid assets to meet
applicable margin requirements. In this regard, if the value of
the underlying instrument moves against the Client’s
uncovered writer's options position, DERAYAH may request
significant additional margin payments. If the Client does not
make such margin payments, DERAYAH may liquidate stock or
options positions in the Client’s account, with little or no prior
notice in accordance with the Client’s margin agreement.
4. For combination writing, where the Client writes both a
put and a call on the same underlying instrument, the
potential risk is unlimited.
5. If a secondary market in options were to become
unavailable, the Client could not engage in closing
transactions, and the Client, as an option writer, would
remain obligated until expiration or assignment of the option
contract.
6. The writer of an American-style option is subject to being
assigned an exercise at any time after he has written the
option until the option expires. By contrast, the writer of a
European-style option is subject to exercise assignment only
during the exercise period.
By signing this Agreement, you acknowledge that you:
1. have received and carefully read each section of this Risk
Disclosure Clause;
2. have received and carefully read the Special Statement for
Uncovered Option Writers set forth above;
3. understand the Risk Disclosure Clause, the Special
Statement for Uncovered Option Writers, each of which is in a
language that You fully understand
4. acknowledge that this Risk Disclosure Clause is not
intended to enumerate all of the risks entailed in option
trading.
5. If there are any terms of the Risk Disclosure Clause, the
Special Statement for Uncovered Option Writers or any of
DERAYAH’s other risk related disclosures set out in the
Agreement or notified to you that you do not understand,
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
you shall consult your independent adviser and obtain a full
understanding of such terms.
6. If the option contract is expiring then the dealer has the
right to sell the option contract before two (2) hours of the US
market closing on the expiry date; provided, however, that (a)
if the contract is in-the-money, (b) the Client has asked for
the exercise of the option contract, and (c) there are
sufficient funds in the Client’s equity account with DERAYAH
to do so, such option contract will be exercised.
7. You are responsible for obtaining your own tax advice and
shall comply with any tax obligations which you are subject
to. DERAYAH shall not be responsible for providing you with
any tax advice or any other information relating to taxes.
39. Severability
If any provision of this Agreement shall be held invalid, illegal
or unenforceable, the validity, legality or enforceability of the
other provisions of this Agreement shall not be affected and
there shall be deemed substituted for the provision or
provisions at issue a valid, legal and enforceable provision as
similar as possible to the provision at issue
IN WITNESS WHEREOF, this Terms of Business Agreement has
been signed as of the date written below.
Client’s Name
______________________________
Signature
______________________________
Place & Date:
______________________________
INTERNAL APPROVAL SIGNATRE
—————————————-------————————————
————
Appendix 1: FULLY PAID SECURITIES LENDING CONSENT AND
RISK DISCLOSURE STATEMENT
You should read these disclosures together with the
Agreement carefully before consenting to DERAYAH’s fully-
paid securities lending activities provided by IB (the “Fully-
Paid Securities Lending Program”).
┃ Introduction
┃
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
DERAYAH’s U.S. clearing broker, Interactive Brokers LLC (“IB”
or “Third-Party Broker”), offers DERAYAH the ability to lend
certain of its customers’ fully paid and excess margin
securities to IB for on-lending to other IB customers or to
other market participants who wish to use these shares for
short selling, to make required deliveries or other purposes.
“fully-paid securities” are securities in your account that have
been completely paid for. “excess-margin securities” are any
securities in your account that, in aggregate, have a market
value that exceeds 140% of your account’s debit balance(s).
In this disclosure and in the relevant agreements, we
collectively refer to fully-paid and excess margin securities as
“Fully-Paid Securities” or “Fully-Paid Shares”. Lending your
Fully-Paid Shares may be a way to increase the yield on your
portfolio, because some shares are in high demand in the
securities-lending market and borrowers are willing to pay for
the use of your shares.
┃ Securities Loaned Out By You May Not Be Protected by
U.S. Securities Investor Protection Corporation (“SIPC”)
┃
SIPC
The provisions of the Securities Investor Protection Act of
1970 (“SIPA”) may not protect you as a lender with respect to
securities loan transactions in which you lend your Fully-Paid
Securities to IB. Therefore, the collateral delivered by IB in
connection with any loans of Fully-Paid Securities may
constitute the only source of satisfaction of IB’s obligation in
the event that IB fails to return the securities.
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
Stock Yield Enhancement Program: Pursuant to the Fully-
Paid Securities Lending Program, you permit IB to borrow any
Fully-Paid Securities in your account and loan these securities
out in the securities lending market. By participating in the
Fully-Paid Securities Lending Program, you grant DERAYAH
the permission to make your Fully-Paid Securities available to
IB for lending purposes under the Fully-Paid Securities
Lending Program, which provides IB the discretion to borrow
your Fully-Paid Securities without contacting you or obtaining
your prior approval of any given loan. You will still be able to
sell any securities in your account at any time, regardless of
whether they are currently on loan to IB. You will also be able
to terminate your participation in the Fully-Paid Securities
Lending Program at any time, in accordance with the notice
provisions provided for under this Agreement which will
result in the closing or termination of your account within 30
business days from the date DERAYAH receives such notice.
DERAYAH will track the lending of your Fully Paid Securities
and the total income from such lending activity, at a
minimum ten percent (10%) (subject to DERAYAH’s sole
discretion on payment of any higher percentage to the Client)
of which will be paid to you as proceeds of the security
lending activity. To the extent required by applicable laws
and regulations, the proceeds paid to you for this securities
lending activity will be reflected in your regular statement.
┃ Basic Mechanics of a Fully-Paid Lending Transaction
┃
When the lending transaction takes place, the securities
borrowed will be debited from your account, though they will
still be reflected on your account statements as securities on
loan to IB. IB will provide you with collateral to secure IB’s
obligation to return the securities upon termination of the
loan.
By participating in the Fully-Paid Securities Lending Program,
you are not lending your Fully-Paid Securities directly to the
ultimate borrower. IB will be the borrower in respect of each
loan and will be responsible as principal for returning your
securities to you upon termination of the loan and providing
collateral during the term of the loan.
┃ Securities Loaned Out by You Are Typically Used to
Facilitate Short Sales
┃
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
The type of securities that are generally attractive to
borrowers in the securities lending market, and which
generate the highest income potential, are “hard to borrow”
securities. When you lend your Fully-Paid Securities to IB, it is
likely that such securities will be used to facilitate one or
more short sales or satisfy delivery requirements resulting
from short sales or any other purpose. Since you are holding
the shares “long” in your account, the activity of short sellers
potentially could affect the value of your holdings.
┃ You Continue to Own Loaned Shares and Have Market
Risk on Those Shares
┃
┃ Securities Loaned Out By You May Not Be Protected By
U.S. Securities Investor Protection Corporation ("SIPC")
┃
SIPC
When you lend your Fully-Paid Securities to IB, you continue
to own the securities and you continue to have the market
exposure inherent in ownership of the securities (i.e., if the
share price increases while you own the shares but are
lending them out, the value of the securities you are entitled
to receive back upon termination of the loan will increase; if
the share price goes down, the value of the securities you are
entitled to receive back upon termination of the loan will
decrease).
┃ You Can Sell Your Loaned Securities At Any Time
┃
Even though you have loaned your securities, you can sell
those securities at any time, just like any other securities in
your DERAYAH account. Your sale of the securities will
constitute a termination of the loan effective on the
settlement date of the sale. You do not have to take any
other action to terminate the loan or wait for the shares to be
returned prior to selling them. Even if the shares are not
returned in time to settle your sale of the shares, IB will be
responsible for settling the sale, not you, and you will receive
the proceeds from the sale of the shares on the normal
settlement date for the sale.
┃ Collateral for Loaned Securities
┃
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
Pursuant to the Fully-Paid Securities Lending Program, in
exchange for the loaned securities, IB will deliver collateral to
DERAYAH on your behalf. Collateral provided to DERAYAH on
your behalf in respect of loaned securities will consist of cash
and/or U.S. Treasury securities deposited in an account (the
“Pledge Account”) carried by IBKR Securities Services LLC (the
“Securities Intermediary”), an affiliate of IB registered as a
broker-dealer pursuant to section 15 of the Securities
Exchange Act of 1934, as amended. The Securities
Intermediary establishes the Pledge Account in the name of
IB pledged to DERAYAH for your benefit. Pursuant to the
Fully-Paid Securities Lending Program, funds and securities
deposited in the Pledge Account are pledged as collateral to
secure IB’s obligation to return loaned securities to DERAYAH
on your behalf.
The Securities Intermediary maintains the Pledge Account
and, in the event of an uncured default by IB, upon delivery of
a notice of exclusive control by DERAYAH to the Securities
Intermediary, will accept instructions from DERAYAH to
deliver the collateral to DERAYAH on your behalf.
Prior to any delivery by DERAYAH of a notice of exclusive
control, DERYAH has authorized IB to make deposits to and
withdrawals from the Pledge Account without further consent
by you or DERAYAH. IB will mark the loaned securities to
market at the close of trading on each business day and, if
necessary, will either provide additional collateral or
withdraw excess collateral on the next business day so that
the market value of the collateral is at least equal to 100% of
the prior day’s market value of the loaned securities. There is
the risk that IB will default in some way, for example by
becoming insolvent, which could result in IB failing to return
borrowed securities to DERAYAH on your behalf. If IB’s
default results from something other than an act of
insolvency, IB will have the right to cure that default.
If IB defaults and the market value of the loaned securities
increases in value, the collateral provided by IB may be
insufficient to fully collateralize the loaned securities.
Because it acts as the custodian of the collateral in the Pledge
Account, you may also be impacted by any default or
insolvency of the Securities Intermediary. The most recent
statement of financial condition of the Securities
Intermediary is available at https://
www.interactivebrokers.com/en/index.php?f=289.
https://www.interactivebrokers.com/en/index.php?f=289
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
Neither DERAYAH nor you will receive separate notices from
the Securities Intermediary with respect to deposits to and
withdrawals from the Pledge Account. Your account
statement will reflect the current cash balance and U.S.
Treasury securities custodied in the Pledge Account as of the
statement date and will reflect all deposits to and
withdrawals from the Pledge Account during the statement
period.
DERAYAH has a lien on collateral held in the Pledge Account
granted under the Agreement, but neither DERAYAH nor you
own the collateral and are not entitled to any market price
increase in the collateral. The collateral must be returned to
IB upon termination of the securities loan.
┃ Potential Adverse Tax Consequences from Receiving
Substitute Payments or Payments in Lieu of Distributions on
Loaned Securities
┃
When you lend your Fully-Paid Securities, you will be entitled
to receive all distributions made on or in respect of the
securities, such as cash or securities dividends, interest
payments, securities received as a result of splits, spin-offs or
similar distributions, and rights to purchase additional
securities. In the event that the holder of a security borrowed
is entitled to elect the type of distribution to be received from
two or more alternatives, you shall be entitled to make such
election by timely notification to DERAYAH. However, you
will receive substitute payments (e.g., a cash substitute
payment) in lieu of receiving dividends or other types of
distributions directly from the issuer. Certain unique
distributions may not be capable of being exactly replicated
as a substitute payment by IB, and may have tax implications.
You should consult a tax advisor regarding the tax
implications of consenting to participate in the Fully-Paid
Securities Lending Program and lending securities to IB.
┃ Loan Termination
┃
IB may terminate a loan at any time in its sole discretion.
When the loan is terminated, shares will be returned to your
account. If you consent to participate in the Fully-Paid
Securities Lending Program and IB borrows your securities,
you will not have direct control over when to initiate loans of
specific shares or when IB may choose to terminate any loan.
You may terminate a loan at any time by selling the security
that is the subject of the loan or requesting delivery or
transfer of the security to another custodian
┃ IB’s Compensation With Respect To Loaned Securities
┃
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
IB may earn compensation from borrowing securities loaned
by you.
┃ DERAYAH’s Compensation With Respect to Loaned
Securities
┃
DERAYAH will receive compensation in connection with the
use of your loaned Fully-Paid Securities, including in
connection with lending your Fully-Paid Securities to other
parties for their use in connection with settling short sales or
making deliveries, or for facilitating settlement of short sales
or making deliveries or any other transacation by IB, its
affiliates and/or its customers. DERAYAH will track the
lending of your Fully Paid Securities and the total income
from such lending activity, at a minimum ten percent (10%)
(subject to DERAYAH’s sole discretion on payment of any
higher percentage to the Client) of which will be paid to you
as proceeds of the security lending activity. To the extent
required by applicable laws and regulations, the proceeds
paid to you for this securities lending activity will be reflected
in your regular statements.
┃ Loss of Voting Rights With Respect to Loaned Securities
┃
You may lose the right to vote, or to provide any consent or
to take any similar action with respect to, loaned securities in
the event that the record date or deadline for such vote,
consent, or other action falls during the term of any loan.
┃ IB’s Right to Liquidate Securities Upon Default
┃
IB will have the right to liquidate any securities loan upon an
event of default (as that term is defined in the Stock Yield
Enhancement Program Agreements between DERAYAH and
IB). Upon occurrence of a Default entitling IB to terminate any
securities loan, IB shall have the right (in addition to any other
remedies provided in the Stock Yield Enhancement Program
Agreements between DERAYAH and IB) (a) in the event of
non-cash collateral, to purchase a like amount of collateral
(“Replacement Collateral”) in the principal market for such
collateral in a commercially reasonable manner, (b) to sell a
like amount of the Loaned Securities in the principal market
for such Loaned Securities in a commercially reasonable
manner, and (c) to apply and set off the Loaned Securities and
any proceeds thereof against amounts due to IB. In such
event, IB may treat the Loaned Securities as its own and
DERYAH’s obligation to return a like amount of the collateral
shall terminate; provided, however, that DERAYAH shall
immediately return any letters of credit supporting any
securities loan upon the exercise or deemed exercise by IB of
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
its termination rights under the Stock Yield Enhancement
Program Agreements.
The Client acknowledges that it has read and understands the
mechanics and risks of the Fully-Paid Securities Lending
Program and hereby consents to participate in the Fully-Paid
Securities Lending Program and shall bear all risks associated
with it, that are set out in detail in this Agreement, including
this Annex, in a clear and understandable manner for the
Client. The Client further acknowledges that by signing this
Agreement and this Annex, the Client fully agrees that Clause
31 “Governing Law” of the Agreement shall apply to the
terms of, and disputes related to, this Annex. Further, the
Client agree not to claim against DEARYAH for any direct or
indirect damages whether financial or otherwise which may
result from the Client’s decision to participate in the Fully-
Paid Securities Lending Program.
Name:
Signature:
Title:
DERAYAH Global Account #:
Annexure – Principal Terms (the “SBL Annex”)
1. Applicability and Authorization of DERAYAH
1-1. From time to time the Parties may enter into
transactions in which one Party (Lender) will transfer to the
other (Borrower) Securities (as defined in Clause 2) against
the transfer of Collateral (as defined in Clause 2) with a
simultaneous agreement by Borrower to transfer to Lender
Securities equivalent to such Securities on a fixed date or on
demand against the transfer to Borrower by Lender of assets
equivalent to such Collateral.
1-2. Each such transaction shall be referred to in this SBL
Annex as a Loan and shall be governed by the terms of this
SBL Annex.
1-3. Either Party may act as the Lender or the Borrower
under a Loan, in each case in the capacity of a principal.
Where a Party acts as a Lender, then reference to the Lender
in this SBL Annex shall refer to that Party with respect to
those Loans where that Party acts as the Lender. Where a
Party acts as a Borrower, then reference to the Borrower in
this SBL Annex shall refer to that Party with respect to those
Loans where that Party acts as the Borrower.
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
1-4. The Client authorizes DERAYAH, which authorisation
DERAYAH accepts, to initiate Loans with respect to the
Client’s Securities including for the purpose of On-lending
Transactions, where DERAYAH acts as Borrower and the
Client acts as Lender.
1-5. The Client may, at any time and by way of written
notice, request to borrow Securities from DERAYAH and
DERAYAH may, at its sole discretion, either agree or reject
such request. In the event that DERAYAH agrees to the
Client’s request, such transaction shall constitute a Loan
where the Client acts as Borrower and DERAYAH acts as
Lender.
1-6. All Property related to a Loan made pursuant to this SBL
Annex shall be held by DERAYAH in accordance with the
Terms of Business and Investment Account Agreement
between DERAYAH and the Client.
1-7. The Client authorizes DERAYAH, which authorisation
DERAYAH accepts, to perform such actions on behalf of the
Client as may be required to discharge each of the Client’s
obligations under this SBL Annex, provided that such
delegation shall not relieve the Client of its obligations or
liability under this SBL Annex and DERAYAH by acting
accordingly shall not incur any liability under this SBL Annex.
Pursuant to such authorization DERAYAH shall be permitted,
without limitation, to:
(A) transfer Securities from the Client’s Investment Portfolio
to DERAYAH’s account in respect of a Loan where the Client is
the Lender; and
(B) transfer Collateral from the Client’s Investment Account
or Investment Portfolio to DERAYAH’s account(s) in respect of
a Loan where the Client is the Borrower.
DERAYAH’S authorization under this Clause shall be subject to
any subsequent Instructions received by the Client in
accordance with the Terms of Business.
2. Definitions and interpretation
2-1. Terms and expressions defined by the Capital Market
Authority in its Implementing Regulations shall have the same
meaning in this SBL Annex unless otherwise provided or
unless the context requires otherwise. In this SBL Annex
unless the context otherwise requires, the following
definitions apply:
Alternative Collateral means Collateral having a Market Value
equal to the Collateral delivered pursuant to Clause 5 and
provided by way of substitution in accordance with the
provisions of Clause 5.3;
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
Applicable Law means the laws, rules (including the Rules)
and regulations of any relevant jurisdiction, including
published practice of any government in connection with
such laws, rules and regulations;
Business Day means in relation to anything done or to be
done in any part of Saudi Arabia means any day other than a
Friday, a Saturday or a public holiday in the relevant part of
Saudi Arabia and, in relation to anything done or to be done
by reference to a market outside Saudi Arabia, means any day
on which that market is normally open for business if that day
is also a business day in Saudi Arabia;
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 its functions;
Cash Collateral means Collateral taking the form of a transfer
of currency as may be accepted by DERAYAH;
Client Collateral Accounts has the meaning given in Clause
5.1;
Close of Business means the time at which the relevant
banks, securities settlement systems or depositaries close in
the business centre in which payment is to be made or
Securities or Collateral is to be delivered;
Collateral means, in relation to Loans, Cash Collateral, Listed
Securities and such other securities or financial instruments,
as are specified in the Company's Collateral Policy as
acceptable collateral and which are delivered by Borrower to
Lender in accordance with this SBL Annex and shall include
Alternative Collateral;
Collateral Policy means DERAYAH’s policy on acceptable
forms of collateral and maintenance of collateral for
securities lending transactions, which is available upon
request;
Defaulting Party has the meaning given in Clause 10;
Delivery means in relation to any Securities or Collateral or
Equivalent Securities or Equivalent Collateral comprising
Securities held within a clearing or settlement system, the
crediting of such Securities to an account of the Borrower or
Lender, as the case may be and deliver shall be construed
accordingly except that, where DERAYAH is the Borrower,
Delivery of Collateral shall mean transfer or crediting of the
relevant Securities into the Client Collateral Accounts and
deliver shall be construed accordingly;
Edaa means the Securities Depository Center Company
established under the Capital Markets Law;
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
Equivalent or equivalent to means in relation to any Loaned
Securities or Collateral (whether Cash Collateral or Non-Cash
Collateral) provided under this SBL Annex means Securities or
other property permitted under the Rules, of nominal value,
description and amount to particular Loaned Securities or
Collateral (as the case may be) so provided. If and to the
extent that such Loaned Securities or Collateral (as the case
may be) consists of Securities that are partly paid or have
been converted, subdivided, consolidated, made the subject
of a takeover, rights of pre-emption, rights to receive
securities or a certificate which may at a future date be
exchanged for Securities, the expression shall include such
Securities or other assets to which Lender or Borrower (as the
case may be) is entitled following the occurrence of the
relevant event, and, if appropriate, the giving of the relevant
notice in accordance with Clause 6.5 and provided that
Lender or Borrower (as the case may be) has paid to the other
Party all and any sums due in respect thereof. In the event
that such Loaned Securities or Collateral (as the case may be)
have been redeemed, are partly paid, are the subject of a
capitalisation issue or are subject to an event similar to any of
the foregoing events described in this Clause, the expression
shall have the following meanings:
6-5
(a) in the case of redemption, a sum of money
equivalent to the proceeds of the redemption;
(b) in the case of a call on partly-paid Securities,
Securities equivalent to the relevant Loaned Securities or
Collateral, as the case may be, provided that Lender shall
have paid Borrower, in respect of Loaned Securities, and
Borrower shall have paid to Lender, in respect of Collateral,
an amount of money equal to the sum due in respect of the
call;
(c) in the case of a capitalisation issue, Securities
equivalent to the relevant Loaned Securities or Collateral, as
the case may be, together with the securities allotted by way
of bonus thereon;
(d) in the case of any event similar to any of the
foregoing events described in this Clause, Securities
equivalent to the Loaned Securities or the relevant Collateral,
as the case may be, together with or replaced by a sum of
money or Securities or other property equivalent to that
received in respect of such Loaned Securities or Collateral, as
the case may be, resulting from such event;
Exchange or Tadawul means the Saudi Exchange established
as a subsidiary of the Saudi Tadawul Group under the Capital
Market Law;
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
Income means any interest, dividends or other distributions
of any kind whatsoever with respect to any Securities or
Collateral;
Income Record Date, with respect to any Securities or
Collateral, means the date by reference to which holders of
such Securities or Collateral are identified as being entitled to
payment of Income;
Insolvency Event means the making of a bankruptcy order,
the presentation of a winding up petition which is not
withdrawn or dismissed within 30 days, the making of a
winding-up order or passing of a winding-up resolution, the
appointment of an administrator or receiver, an insolvent re-
organization (by way of voluntary arrangement, scheme of
arrangement or otherwise) or the occurrence of any similar or
analogous insolvency event in any jurisdiction;
Investment Account Agreement means an investment
account agreement between DERAYAH and the Client;
Listed Securities means securities admitted to listing on
Tadawul;
Loaned Securities means Securities which are the subject of
an outstanding Loan;
Margin means the margin specified for each type of Collateral
which is permitted under the Collateral Policy;
Market Value means:
(a) in relation to the valuation of Securities, Equivalent
Securities, Collateral or Equivalent Collateral (other than Cash
Collateral), either:
(1) during a trading session, such price as is equal to the
market quotation for the mid-price of such Securities,
Equivalent Securities, Collateral and/or Equivalent Collateral
as shown by Tadawul; or
(2) at any other time, the last closing price at Close of
Business on the previous Business Day of such Securities,
Equivalent Securities, Collateral and/or Equivalent Collateral
as shown by Tadawul, Edaa or the registrar appointed by the
issuer of a security;
unless agreed otherwise or where DERAYAH has determined
(in its sole discretion acting in good faith) that there has been
an exceptional movement in the price of the asset in question
since such time, the latest available price, plus (in each case):
(3) the aggregate amount of Income which has accrued but
not yet been paid in respect of the Securities, Equivalent
Securities, Collateral or Equivalent Collateral concerned to the
extent not included in such price,
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
provided that the price of Securities, Equivalent Securities,
Collateral or Equivalent Collateral that are suspended or that
cannot legally be transferred or that are transferred or
required to be transferred to a government, trustee or third
party (whether by reason of nationalisation, expropriation or
otherwise) shall for all purposes be a commercially
reasonable price agreed between the Parties;
Non-Cash Collateral means Collateral other than Cash
Collateral;
Non-Defaulting Party has the meaning given in Clause 10;
10
On-lending Revenue means all amounts of income,
commission, premium or fees payable by a third party
borrower to DERAYAH in respect of an On-lending
Transaction net of any charges due and payable by DERAYAH
for and on behalf of the Client including, for the avoidance of
doubt, any Third Party Charges;
On-lending Transaction means a loan to a third party of
Securities which DERAYAH has borrowed from the Client
pursuant to Loan under this SBL Annex;
Parties means Lender and Borrower and Party shall be
construed accordingly;
Posted Collateral has the meaning given in Clause 5.4;
Permitted Purpose means a purpose for a Loan permitted by
the Securities Borrowing and Lending Regulations from time
to time;
Property means Collateral (including Cash Collateral in an
investment account opened pursuant to an Investment
Account Agreement), Cash and Securities from time to time
held by DERAYAH for the Institution in accordance with the
Terms of Business and/or Investment Account Agreement;
Required Collateral Value has the meaning given in Clause
5.4;
Rules means any regulations, rules, instructions, procedures
and orders issued by the Capital Market Authority relating to
the implementation of the Capital Market Law, as amended,
including without limitation the SBL Regulations.
Sales Tax means value added tax and any other Tax of a
similar nature;
SBL Regulations means the Tadawul securities borrowing and
lending regulations approved by the Board of the Capital
Market Authority pursuant to its resolution;
Securities means:
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
(a) in the case of Securities Loaned by the Client, Listed
Securities which are eligible for securities borrowing and
lending transactions in accordance with the Rules and which
are held in the Investment Portfolios and available for Loans;
(b) in all other cases, Listed Securities.
Settlement Date means the date upon which Securities are
due to be transferred to Borrower in accordance with this SBL
Annex; and
Tax means any present or future tax (including Sales Tax),
levy, impost, duty, charge, assessment or fee of any nature
(including interest, penalties and additions thereto) imposed
by any government or other taxing authority in respect of any
transaction effected pursuant to or contemplated by, or any
payment under or in respect of, this SBL Annex.
Terms of Business means the general terms of business
signed between DERAYAH and the Client for the provision
securities services.
Third Party Charges means such charges of those local
agents, central securities depositories, clearing houses,
central counterparties, collateral agents which are properly
due and payable by DERAYAH in connection with an On-
lending Transaction.
3. Loans
3-1. Lender will lend Securities to Borrower, and Borrower
will borrow Securities from Lender in accordance with the
terms and conditions of this SBL Annex and subject to the
Rules and Applicable Law.
4. Delivery
4-1. Delivery of Securities on commencement of Loan
Lender shall procure the Delivery of Securities to Borrower or
deliver such Securities in accordance with this SBL Annex.
4-2. Requirements to effect Delivery
The Parties shall execute and deliver all necessary documents
and give all necessary instructions to procure that all right,
title and interest in:
(A) any Securities borrowed pursuant to Clause 3;
3
(B) any Equivalent Securities delivered pursuant to Clause 8;
8
(C) any Collateral delivered pursuant to Clause 5;
(D) any Equivalent Collateral delivered pursuant to Clauses 5
or 8;
shall pass from one Party to the other subject to the terms
and conditions set out in this SBL Annex, on delivery of the
same in accordance with this SBL Annex with full title
guarantee, free from all liens, charges and encumbrances.
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
4-3. Deliveries of Income
In respect of Income being paid in relation to any Loaned
Securities or Collateral, Borrower (in the case of Income being
paid in respect of Loaned Securities) and Lender (in the case
of Income being paid in respect of Collateral) shall provide to
the other Party, as the case may be, any endorsements or
assignments as shall be customary and appropriate to effect,
in accordance with Clause 6, the payment or delivery of
money or property in respect of such Income to Lender,
irrespective of whether Borrower received such
endorsements or assignments in respect of any Loaned
Securities, or to Borrower, irrespective of whether Lender
received such endorsements or assignments in respect of any
Collateral.
5. Collateral
5-1. Management of Collateral
DERAYAH shall establish the following accounts for the
purpose of holding and managing Collateral which it is
required to provide when acting as Borrower under this
Agreement:
(A) one or more security accounts with Edaa in the name of
the Client to hold Securities made available by DERAYAH as
Collateral;
(B) an omnibus cash account held for the benefit of
DERAYAH’S clients in which DERAYAH will deposit Cash
Collateral;
together the “Client Collateral Accounts”.
5-2. Delivery of Collateral on commencement of Loan
Subject to the other provisions of this Clause 5, Borrower
undertakes to deliver to or deposit with Lender Collateral
simultaneously with Delivery of the Securities to which the
Loan relates. Collateral shall in all cases at a minimum be not
less than 100% of the current Market Value of the borrowed
Securities. Where the Borrower is DERAYAH, delivery of
Collateral shall be achieved by depositing the Collateral in the
Client Collateral Accounts.
5-3. Substitutions of Collateral
Borrower may from time to time call for the repayment of
Cash Collateral or the Delivery of Collateral equivalent to any
Collateral delivered to Lender prior to the date on which the
same would otherwise have been repayable or deliverable
provided that at or prior to the time of such repayment or
Delivery Borrower shall have delivered Alternative Collateral
5-4
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
acceptable to Lender and Borrower is in compliance Clause
5.4.
5-4. Marking to Market of Collateral during the currency of
a Loan on a Loan by Loan basis
(A) The Market Value of the Collateral Delivered (excluding
any Equivalent Collateral repaid or delivered under Clause
5.4(b)) (Posted Collateral) in respect of a Loan outstanding
under this SBL Annex shall be equal to at least 100% of the
Market Value of Securities equivalent to the Loaned
Securities and the applicable Margin (the Required Collateral
Value) in respect of such Loans.
(B) If at any time on any Business Day the Market Value of the
Posted Collateral in respect of any Loan exceeds the Required
Collateral Value in respect of such Loan Lender shall (on
demand) repay and/or Deliver, as the case may be, to
Borrower such Equivalent Collateral as will eliminate the
excess. For the avoidance of doubt, where the Client is the
Lender DERAYAH shall be authorized to withdraw such
amount from the Client Collateral Accounts
(C) If at any time on any Business Day the Market Value of the
Posted Collateral falls below the Required Collateral Value
Borrower shall (on demand) provide such further Collateral to
Lender as will eliminate the deficiency.
5-5. Timing of repayments of excess Collateral or deliveries
of further Collateral
Where any Equivalent Collateral falls to be repaid or
Delivered (as the case may be) or further Collateral is to be
provided under this Clause 5. If the relevant demand is
received by 3 pm on a Business Day (the “Notifications
Time”), then the delivery shall be made not later than the
Close of Business on the next Business Day; if a demand is
received after the Notifications Time, then the relevant
delivery shall be made not later than the Close of Business on
the second Business Day after the date such demand is
received.
6. Distribution and Corporate Actions
6-1. Manufactured payments in respect of Loaned
Securities
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
Where the term of a Loan extends over an Income Record
Date in respect of any Loaned Securities, Borrower shall, on
the date such Income is paid by the issuer, pay or Deliver to
Lender a sum of money or property equivalent to (and in the
same currency as) the type and amount of such Income that
would be received by Lender in respect of such Loaned
Securities assuming such Securities were not loaned to
Borrower and were retained by Lender on the Income Record
Date.
6-2. Manufactured payments in respect of Non-Cash
Collateral
Where Non-Cash Collateral is delivered by Borrower to
Lender and an Income Record Date in respect of such Non-
Cash Collateral occurs before Equivalent Collateral is
delivered by Lender to Borrower, Lender shall on the date
such Income is paid, pay or deliver to Borrower a sum of
money or property equivalent to the type and amount of such
Income that would be received by Lender in respect of such
Non-Cash Collateral assuming Lender:
(A) retained the Non-Cash Collateral on the Income Record
Date; and
(B) is not entitled to any credit, benefit or other relief in
respect of Tax under any Applicable Law.
6-3. Income in the form of Securities
Where Income, in the form of securities, is paid in relation to
any Loaned Securities or Collateral, such securities shall be
added to such Loaned Securities or Collateral (and shall
constitute Loaned Securities or Collateral, as the case may be,
and be part of the relevant Loan) and will be delivered to
Lender, in the case of Loaned Securities, or to Borrower, in
the case of Collateral, as the case may be.
6-4. Exercise of voting rights
Where any voting rights fall to be exercised in relation to any
Loaned Securities or Collateral, neither Borrower, in the case
of Equivalent Securities, nor Lender, in the case of Equivalent
Collateral, shall have any obligation to arrange for voting
rights of that kind to be exercised in accordance with the
instructions of the other Party in relation to the Securities
borrowed by it or transferred to it by way of Collateral, as the
case may be.
6-5. Corporate actions
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
Where, in respect of any Loaned Securities or any Collateral,
any rights relating to conversion, sub-division, consolidation,
pre-emption, rights arising under a takeover offer, rights to
receive securities or a certificate which may at a future date
be exchanged for securities or other rights become
exercisable prior to the delivery of Equivalent Securities or
Equivalent Collateral, then Lender or Borrower, as the case
may be, must, within a reasonable time before the latest time
for the exercise of the right or option give written notice to
the other Party that on delivery of Equivalent Securities or
Equivalent Collateral, as the case may be, it wishes to receive
Equivalent Securities or Equivalent Collateral in such form as
will arise if the right is exercised or, in the case of a right
which may be exercised in more than one manner, is
exercised as is specified in such written notice.
7. Rates applicable to Loaned Securities and Cash
Collateral
7-1. Rates in respect of Loaned Securities
Remuneration and fees to be paid in relation to Loans under
this SBL Annex, shall be as follows:
(A) where DERAYAH has entered into an On-lending
Transaction, DERAYAH shall pay to the Client the Client’s
share of the On-lending Revenue on a monthly basis;
(B) where DERAYAH has borrowed the Client’s Securities and
not entered into an On-lending Transaction, DERAYAH shall
pay to the Client the Lending Fees as set out in Schedule 1 on
a monthly basis;
(C) where the Client has borrowed Securities from DERAYAH,
the Client shall pay to DERAYAH Lending Fees as set out in
Schedule 1 on a monthly basis;
which, in each case, shall be in addition to any other fees
and/or costs which are of account to the Borrower pursuant
to this SBL Annex, and which are exclusive of Tax (including
any Sales Tax)).
7-2. Rates in respect of Cash Collateral
Where Cash Collateral is held in the Client Collateral Accounts
in respect of Loans where DERAYAH is Borrower, DERAYAH
shall be permitted to receive returns on cash balances in such
accounts.
8. Delivery of Equivalent Securities
8-1. Lender's right to recall a Loan
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
Subject to Clause 11, Lender shall be entitled to recall a Loan
and to call for the delivery of all or any Equivalent Securities
at any time by giving notice on any Business Day of not less
than the standard settlement time for such Equivalent
Securities on the Exchange. Borrower shall deliver such
Equivalent Securities not later than the expiry of such notice
in accordance with Lender’s instructions.
8.2- Borrower’s right to Loan early return
Borrower shall be entitled at any time to make an early return
of a Loan and to deliver all and any Equivalent Securities due
and outstanding to Lender and Lender shall accept such
delivery.
8-3. Delivery of Equivalent Securities on recall or return of a
Loan
Borrower shall procure the Delivery of Equivalent Securities
to Lender or deliver Equivalent Securities in accordance with
this SBL Annex on the recall or return of the Loan.
8-4. Delivery of Equivalent Collateral on recall or return of a
Loan
On the date and time that Equivalent Securities are required
to be delivered by Borrower on the recall or return of a Loan,
Lender shall simultaneously repay to Borrower any Cash
Collateral or, as the case may be, deliver Collateral equivalent
to the Collateral provided by Borrower pursuant to Clause 5 in
respect of such Loan.
9. Failure to Deliver
9-1. Borrower’s failure to deliver Equivalent Securities
If Borrower fails to deliver Equivalent Securities in accordance
with Clause 8.3 Lender may:
(A) elect to continue the Loan; or
(B) at any time while such failure continues, by written notice
to Borrower declare that that Loan (but only that Loan) shall
be terminated immediately in accordance with Clause 11.2 as
if (i) an Event of Default had occurred in relation to the
Borrower, (ii) references to the Termination Date were to the
date on which notice was given under this sub-Clause, and (iii)
the Loan were the only Loan outstanding. For the avoidance
of doubt, any such failure shall not constitute an Event of
Default (including under Clause 10.1(i)) unless the Parties
otherwise agree.
9-2. Lender’s failure to deliver Equivalent Collateral
If Lender fails to deliver Equivalent Collateral comprising Non-
Cash Collateral in accordance with Clause 8.4, Borrower may:
(A) elect to continue the Loan; or
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
(B) at any time while such failure continues, by written notice
to Lender declare that that Loan (but only that Loan) shall be
terminated immediately in accordance with Clause 11.2 as if
(i) an Event of Default had occurred in relation to the Lender,
(ii) references to the Termination Date were to the date on
which notice was given under this sub-Clause, and (iii) the
Loan were the only Loan outstanding. For the avoidance of
doubt, any such failure shall not constitute an Event of
Default (including under Clause 10.1(f)) unless the Parties
otherwise agree.
10. Events of Default
10-1. Each of the following events occurring and continuing
in relation to either Party (the Defaulting Party, the other
Party being the Non-Defaulting Party) shall be an Event of
Default but only (subject to sub-Clause 10.1(d) which shall be
an immediate Event of Default) where the Non-Defaulting
Party serves written notice on the Defaulting Party:
(A) Borrower or Lender failing to pay or repay Cash Collateral
or to deliver Collateral on commencement of the Loan under
Clause 5.1 or to deliver further Collateral under Clause 5.3;
(B) Lender or Borrower failing to comply with its obligations
under Clause 6.1 or 6.2 upon the due date and not remedying
such failure within three Business Days after the Non-
Defaulting Party serves written notice requiring it to remedy
such failure;
(C) Lender or Borrower failing to pay any sum due under
Clause 9.1(b), or 9.2(b) upon the due date;
(D) an Insolvency Event occurring with respect to Lender or
Borrower;
(E) any warranty made by Lender or Borrower in Clause 13
being incorrect or untrue in any material respect; or
(F) Lender or Borrower failing to perform any other of its
obligations under this SBL Annex and not remedying such
failure within 30 days after the Non-Defaulting Party serves
written notice requiring it to remedy such failure.
10-2 Each Party shall notify the other (in writing) if an Event
of Default occurs or is expected to occur in relation to it.
10-3 The provisions of this SBL Annex constitute a complete
statement of the remedies available to each Party in respect
of any Event of Default.
10-4 Subject to Clauses 9 and 11, neither Party may claim
any sum by way of consequential loss or damage in the event
of failure by the other Party to perform any of its obligations
under this SBL Annex.
11. Consequences of an Event of Default
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
11-1. If an Event of Default occurs in relation to either Party
then Clauses 11.2 to 11.7 below shall apply.
11-2. The Parties’ delivery and payment obligations (and any
other obligations they have under this SBL Annex) shall be
accelerated so as to require performance thereof at the time
such Event of Default occurs (the date of which shall be the
Termination Date) so that performance of such delivery and
payment obligations shall be effected only in accordance with
the following provisions:
(A)DERAYAH shall determine in good faith by reference to the
Market Values of the Equivalent Securities and Equivalent
Non-Cash Collateral to be delivered and the amount of any
Cash Collateral (including sums accrued) to be repaid and any
other cash (including interest accrued) to be paid by each
Party as at the Termination Date.
(B) On the basis of the sums established under (a) above, an
account shall be taken (as the Termination Date) of what is
due from each Party to the other under this SBL Annex (on
the basis that each Party’s claim against the other in respect
of delivery of Equivalent Securities or Equivalent Non-Cash
Collateral equal to the Market Value thereof) and the sums
due from one Party shall be set off against the sums due from
the other and only the balance of the account shall be
payable (by the Party having the claim valued at the lower
amount pursuant to the foregoing) and such balance shall be
payable on the next following Business Day after such
account has been taken and such sums have been set off in
accordance with this Clause.
11-3 Set-off
Any amount payable to one Party (the Payee) by the other
Party (the Payer) under Clause 11.2(b) may, at the option of
the Non-Defaulting Party, be reduced by its set-off against
any amount payable (whether at such time or in the future or
upon the occurrence of a contingency) by the Payee to the
Payer (irrespective of the currency, place of payment or
booking office of the obligation) under any other agreement
between the Payee and the Payer or instrument or
undertaking issued or executed by one Party to, or in favour
of, the other Party. If an obligation is unascertained, the Non-
Defaulting Party may in good faith estimate that obligation
and set off in respect of the estimate, subject to accounting
to the other Party when the obligation is ascertained. Nothing
in this Clause shall be effective to create a charge or other
security interest. This Clause shall be without prejudice and in
addition to any right of set-off, combination of accounts, lien
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
or other right to which any Party is at any time otherwise
entitled (whether by operation of law, contract or otherwise).
12. Taxes and Fees
12-1. Taxes
Except as set out in this Clause 12 or otherwise agreed, each
Party shall be responsible for its own Taxes and/or other costs
arising from any Loan or from this SBL Annex.
12-2. Exchange Fees
Borrower hereby undertakes promptly to pay and account for
any and all fees levied by Tadawul and/or Edaa and
chargeable in connection with any transaction effected
pursuant to or contemplated by this SBL Annex (other than
any fees that would not be chargeable but for Lender’s failure
to comply with its obligations under this SBL Annex).
Borrower shall indemnify and keep indemnified Lender
against any liability arising as a result of Borrower’s failure to
comply with its obligations under this Clause 12.2`.
Sales Tax
All sums payable by one Party to another under this SBL
Annex are exclusive of any Sales Tax chargeable on any supply
to which such sums relate and an amount equal to such Sales
Tax shall in each case be paid by the Party making such
payment on receipt of an appropriate Sales Tax invoice.
13. Warranties
Each of Party hereby warrants and undertakes to the other
Party on a continuing basis to the intent that such warranties
shall survive the completion of any transaction contemplated
herein that:
(A) it has all necessary licences and approvals, and is duly
authorised and empowered, to perform its duties and
obligations under this SBL Annex and will do nothing
prejudicial to the continuation of such authorisation, licences
or approvals;
(B) it is not restricted under the terms of its constitution (if
applicable) or in any other manner from borrowing Securities
in accordance with this SBL Annex or from otherwise
performing its obligations hereunder;
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
(C) it is absolutely entitled to pass full legal and beneficial
ownership of all Collateral or Securities provided by it
hereunder to the other Party free from all liens, charges and
encumbrances;
(D) it is acting as principal in respect of this SBL Annex;
(E) it is not entering into a Loan for any purpose other than a
Permitted Purpose.
14. Termination of this SBL Annex
Each Party shall have the right to terminate this SBL Annex by
giving not less than 15 Business Days' notice in writing to the
other Party (which notice shall specify the date of
termination) subject to an obligation to ensure that all Loans
which have been entered into but not discharged at the time
such notice is given are duly discharged in accordance with
this SBL Annex.
15. Single Agreement
Each Party acknowledges that, and has entered into this SBL
Annex and will enter into each Loan in consideration of and in
reliance upon the fact that, all Loans constitute a single
business and contractual relationship and are made in
consideration of each other. Accordingly, each Party agrees:
(A) to perform all of its obligations in respect of each Loan,
and that a default in the performance of any such obligations
shall constitute a default by it in respect of all Loans, subject
always to the other provisions of the SBL Annex; and
(B) that payments, deliveries and other transfers made by
either of them in respect of any Loan shall be deemed to have
been made in consideration of payments, deliveries and other
transfers in respect of any other Loan.
16. Severance
If any provision of this SBL Annex is declared by any judicial or
other competent authority to be void or otherwise
unenforceable, that provision shall be severed from the SBL
Annex and the remaining provisions of this SBL Annex shall
remain in full force and effect. The SBL Annex shall, however,
thereafter be amended by the Parties in such reasonable
manner so as to achieve as far as possible, without illegality,
the intention of the Parties with respect to that severed
provision.
17. Specific Performance
Each Party agrees that in relation to legal proceedings it will
not seek specific performance of the other Party's obligation
to deliver Securities, Equivalent Securities, Collateral or
Equivalent Collateral but without prejudice to any other rights
it may have.
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
18. Notices
18-1. All notices shall be in writing in the English or Arabic
language and shall be delivered by hand, registered or
recorded delivery post (courier if outside Saudi Arabia), or
courier to the addresses set out in the Terms of Business or to
such other address as either party may from time to time
designate by notice duly given in accordance with this Clause
20.1.
18-2. In the absence of evidence to the contrary, a notice
shall be deemed to have been received:
(A) if delivered by hand, at the time of delivery if it is
delivered during the normal business hours of the addressee
on a Business Day and if not, on the next following Business
Day;
(B) if delivered by post or courier, when the addressee signs
to take delivery; or
(C) if sent by electronic messaging system, on the date that
electronic message is received.
19. Non-Waiver
No failure or delay by either Party (whether by course of
conduct or otherwise) to exercise any right, power or
privilege hereunder shall operate as a waiver thereof nor shall
any single or partial exercise of any right, power or privilege
preclude any other or further exercise thereof or the exercise
of any other right, power or privilege as herein provided.
20. Miscellaneous
20-1. This SBL Annex constitutes the entire agreement and
understanding of the Parties with respect to its subject
matter and supersedes all oral communication and prior
writings with respect thereto.
20-2. Unless otherwise provided for in this SBL Annex, no
amendment in respect of this SBL Annex will be effective
unless in writing (including a writing evidenced by a facsimile
transmission) and executed by each of the Parties.
20-3. The obligations of the Parties under this SBL Annex
will survive the termination of any Loan.
20-4. The warranties contained in Clauses 13 and 14 and in
the Agency Annex will survive termination of this SBL Annex
for so long as any obligations of either of the Parties pursuant
to this SBL Annex remain outstanding.
This SBL Annex (and each amendment in respect of it) may be
executed and delivered in counterparts (including by facsimile
transmission), each of which will be deemed an original.
Execution
Derayah Financial Company Retail Clients Terms of Business
Derayah Financial Co (Closed Stock Company) Capital Paid 499,470,390 SAR C.R 1010266977CMA License 08109-27 Address: Riyadh,
Al Takkassousi St. Prestige Center 3rd Floor, P.O Box 286546 Riyadh 11323 Kingdom of Saudi Arabia - Tel.: +966 11 299 8000 Fax: +966
11 419 6498
)499,470,39010102669772708109
28654611323+966 11 299 8000+966 11 419 6498
IN WITNESS WHEREOF this SBL Annex has been executed on
the day and year written above:
Signed for and on behalf of
Client
Signature: Signature:
Name: Name:
Title: Title:
Signed for and on behalf of
DERAYAH
Signature: Signature:
Name: Name:
Title: Title:
Schedule 1
Lending Fees
The Lending Fees payable by the Client or DERAYAH (where
DERAYAH has not entered an On-lending Transaction) is [as
notified in writing by DERAYAH to the Client prior to entering
into the relevant Loan]
