SNB Capital General Terms of Business
This Agreement is between:
(1)
SNB CAPITAL COMPANY, a joint stock company
authorised by the Capital Market Authority under licence number 37-06046 with
its registered office at Al Mather Street in Riyadh, PO Box 22216, Riyadh
11495, Kingdom of Saudi Arabia ("SNB Capital”); and
(2)
You, the ("Client").
RECITALS
This Agreement
sets out the terms on which SNB Capital will provide Services (as defined below)
to the Client for the purpose of effecting transactions in Investments (defined
below) and for other services that SNB Capital may make available to the Client
from time to time.
1.
definitions and interpretation
1.1
Terms and expressions defined by the CMA in its
Implementing Regulations shall have the same meaning in this Agreement, unless
otherwise provided or unless the context requires otherwise. The below terms
shall have the following meaning when used in this Agreement:
"Account"
means one or more of the account(s) held in the name of the Client with SNB
Capital for the purposes of conducting securities business including but not
limited to trading in Investments and holding cash in any currency;
"Agreement"
means this agreement (including any Schedules) as amended or supplemented from
time to time;
"Authorised
Persons Regulations" means the Authorised Persons Regulations made by
the CMA pursuant to the Capital Market Law under Resolution Number 1-83-2005 dated
21/05/1426 as amended and re-enacted from time to time;
"Business
Day" means a business day in the Kingdom of
Saudi Arabia in accordance with the official working days of the CMA;
"CMA"
means the Capital Market Authority of Saudi Arabia;
"Contingent
Liability Security" means a Derivative under which the Client will or
may be liable to make further payments when the instrument expires or the
position is closed out and includes all instruments which fall within the
definition of "contingent liability security" in the Implementing
Regulations;
"Correspondent"
means any person or entity retained by SNB Capital to provide services relating
to Investments or Accounts including but not limited to SNB Capital's
affiliates, agents, representatives and associates and their respective
officers, directors and employees;
"Derivatives" means futures,
options, contracts for difference, debenture (or rights to or interests in the
same) whether exchange traded or traded off-exchange including all instruments
which fall within the definition of a "derivative" in the
Implementing Regulations;
"Forms"
means all the forms required by SNB Capital to be completed by the Client in
order for the Client to be accepted as a Client of SNB Capital including but
not limited to all account opening forms and documentation, such as, Know Your
Customer documentation and a risk profiling questionnaire;
"Implementing
Regulations" means the rules, regulations, instructions and procedures
issued by the CMA for the implementation of provisions of the Capital Market
Law including, for the avoidance of doubt, the Authorised Persons Regulations
and Investment Funds Regulations as amended and re-enacted from time to time;
"Information"
means all investment research reports, fundamental and technical analysis,
market and exchange statistics and data, Securities quotes, Investments prices
or rates, recommendations and other similar items provided to the Client in
any form or media, whether directly or indirectly, by or through SNB Capital,
the internet (including the Online Service), any participating national
securities exchange or association, and any other exchange, organisation,
association or group of persons, including electronic communication networks,
whether incorporated or not, that maintains or provides or facilitates trading
or provides quotations for securities transactions and all information based
thereon (each an "Information Provider");
"Investment
Funds Regulations" means the Investment Funds Regulations made by the
CMA pursuant to the Capital Market Law under Resolution
Number 1–219 - 2006 dated 3/12/1427H as amended and
re-enacted from time to time;
"Investments"
means all Securities and Other Property;
"IVR"
means Interactive Voice Response system;
"SNB"
means the Saudi National Bank of Saudi Arabia;
"SNB
Capital Platform" means SNB Capital's proprietary electronic trading
platform as maintained, managed and/or updated by SNB Capital on the SNB
Capital Website;
"SNB
Capital Website" means SNB Capital's website as amended and/or updated
from time to time;
"Online
Services" means any services provided through the internet, including
through the SNB Capital Platform, that allows the Client to, among other things,
place orders to effect transactions in Investments, receive confirmations and
account statements and receive and obtain Information;
"Other
Property" means any cash in any currency, commodities of every nature
or any rights or interests in the same and includes Murabaha and similar
transactions;
"Securities"
means any shares, stocks, debt instruments, debentures, bonds, warrants,
certificates, units, futures, contracts for differences, long term insurance
contracts, commercial paper and any right or interest in any of the foregoing
including any instrument which falls within the definition of
"securities" in the Implementing Regulations;
"Services"
means Online Services, Telephone Services and the other services specified in
clause 6.1(a)-(n);
"SMS"
means short message service;
"Telephone
Services" means services which allow the Client to effect transactions
in Investments through the telephone or mobile device on either an automated (IVR)
or dealer assisted basis; and
“User ID”
means a unique combination of letters and/or numbers as selected by a Client
and which can be used to identify the Client and/or the Client’s transactions.
2.
interpretation
2.1
Where the context so admits or requires words
denoting the singular include the plural and vice versa and words denoting any
gender include all genders.
2.2
Clause headings are purely for ease of reference
and do not form part of or affect the interpretation of this Agreement.
2.3
References to Clauses and Schedules are to
Clauses of and Schedules to this Agreement.
2.4
In the event of any inconsistency between the
provisions of any Schedule hereto and the provisions of the main body of this
Agreement, the latter shall prevail.
2.5
References to the terms "include" and
"including" shall be interpreted without limitation, irrespective of
whether certain instances of those words expressly state "without
limitation" and other instances do not.
3.
Commencement
3.1
This Agreement shall have immediate effect upon
execution of the Agreement by the Client or acceptance by the Client of the
Agreement by electronic means (including through any electronic communications
device, such as a smartphone or a tablet). By clicking on the "I
Accept" button at the end of this Agreement or by executing a hard copy of
the Agreement, the Client confirms that he has read, understood and agrees to
the Agreement.
3.2
This Agreement replaces any agreement that SNB
Capital has with the Client for the purpose of:
(a)
opening an Account with SNB Capital;
(b)
executing transactions in Saudi Securities
listed on the Tadawul; and/or
(c)
executing transactions in Securities listed or
admitted to trading on a market outside the Kingdom of Saudi Arabia.
The Client
should therefore read this Agreement carefully and ensure that he understands
the terms of this Agreement.
4.
account opening
4.1
The Client shall open an Account with SNB
Capital for the purposes of securities business including but not limited to,
the purchase and sale of Securities on the Tadawul through the SNB Capital
Platform. SNB Capital reserves the right to reject the Client's application to
open an Account at SNB Capital’s absolute discretion and without providing any
reason for such rejection.
4.2
Upon the opening of an Account, the Client shall
create his own User ID and password for the purpose of accessing the
Account and using the Online Services.
4.3
The Client shall maintain in the Account
throughout the term of this Agreement and until the satisfaction of all
liabilities and the settlement of all debts due to or relating in any way to SNB
Capital, a minimum amount of funds as notified to the Client by SNB Capital
from time to time (the “Minimum Amount”).
4.4
In the event that the Minimum Amount is increased
or decreased by SNB Capital, SNB Capital shall notify the Client accordingly.
5.
client classification
5.1
SNB Capital may request information from the
Client regarding the Client's financial situation, investment knowledge and
experience and investment objectives relevant to the services to be provided by
SNB Capital to the Client. The Client agrees to provide SNB Capital all such
information as may be required by SNB Capital which information shall be true
and correct in every particular and the parties agree that SNB Capital shall be
entitled to place its reliance on all such information provided by the Client
to SNB Capital.
5.2
(1) In general, the Client will be an
“execution-only customer” (as defined in the Authorised Persons Regulations) of
SNB Capital in respect of all securities business conducted by SNB Capital with
the Client. However, (a) based on information provided by the
Client, SNB Capital may classify the Client as a “counterparty”, or (b) in
accordance with (2) below, SNB Capital may classify the Client as a “customer”.
(2)
If the Client holds or invests in investment funds (within the meaning of the
Investment Funds Regulations) managed by SNB Capital, the Client will
automatically be designated as a “customer.”
(3)
At any time, SNB Capital may designate the Client as a “customer” within the
meaning of the Authorised Persons Regulations, or as an “execution-only
customer” or a “counterparty”.
(4) SNB Capital shall always endeavour to
give the Client high quality advice when it is agreed that SNB Capital shall
provide such advice or when the same is required as part of SNB Capital’s Services
to the Client. SNB Capital will only give advice to a Client who has been
designated as a “customer” or “counterparty” within the meaning of the
Implementing Regulations. The Client agrees that he shall never
rely on any statement or opinion of any employee of SNB Capital unless that
statement or opinion is given by SNB Capital in writing to the Client whilst
the Client is under a designation of “customer” or “counterparty” within the
meaning of applicable Implementing Regulations.
6.1
The terms of this Agreement shall apply to all
of the Services provided to the Client by SNB Capital. The range of Services
provided by SNB Capital is as follows:
(a)
Execution of trades in domestic Saudi Securities
listed on the Tadawul;
(b)
Execution of trades in Securities listed or
admitted to trading on a market outside the Kingdom of Saudi Arabia;
(c)
Services relating to the safe-keeping of Investments;
(e)
Management of Investments;
(f)
Customer borrowing services specifically for
trading purposes only;
(g)
Securities lending services;
(h)
Margin trading services;
(i)
Option trading services;
(j)
Derivative trading services;
(k)
Telephone Services through IVR where the Client
effects transactions in Investments through the telephone on an automated
basis;
(l)
Telephone Services through the phone and fax
where the Client effects transactions in Investments on a dealer assisted basis;
(m)
Arranging for or providing custody services; and
(n)
The provision of Investment research and other
types of Information including through the SNB Capital Platform.
6.2
In relation to the Services specified in clauses
6.1(d) - (m) (inclusive) above, the Client must enter into a separate
supplemental agreement with SNB Capital prior to the provision of any such
Services to the Client.
6.3
SNB Capital may from time to time add to or
limit the scope of the Services provided to the Client. This may include
limitations on the Investments and markets in which the Client may trade. SNB
Capital will notify the Client of such restrictions, if any. Such notices shall
supplement and form part of this Agreement.
6.4
The Client acknowledges that SNB Capital may
discontinue or block access to the Services on a temporary or permanent basis
without notice to the Client as required or permitted by law or as SNB Capital may
determine at its discretion, including if SNB Capital determines that the
Client has breached this Agreement or any other agreement between the Client
and SNB Capital.
7.
ncb capital platform
7.1
The Client acknowledges and agrees that in order
for the Client to access and use the Online Services through the SNB Capital
Platform, the Client must:
(a)
have executed all requisite Forms and this
Agreement;
(b)
use the User ID and password created by the
Client when the Client opened the Account; and
(c)
have access to computer hardware and software and/or
any electronic communications device, system or service which satisfies at
least the minimum standards determined by SNB Capital at it sole discretion.
7.2
SNB Capital may change
its security procedures at any time and SNB Capital will notify the Client of
any new procedures that apply.
7.3
The Client may change his password in accordance
with the procedures established by SNB Capital (which procedures may be varied
by SNB Capital from time to time). If the Client forgets his User ID or password
and is unable to access the SNB Capital Platform, the Client will be able to retrieve his User ID and/or obtain a new
password through the SNB Capital Platform and by the procedures established by
SNB Capital for doing the same.
7.4
SNB Capital hereby grants to the Client, for the
duration of this Agreement a licence to access the SNB Capital Platform and use the Services. This licence is revocable by SNB Capital, non-exclusive, non-sub-licensable, non-transferable
and non-assignable. The Client agrees to use the Online
Services through the SNB Capital Platform at all times strictly in accordance
with the terms and conditions of this Agreement.
7.5
SNB Capital
shall have sole and exclusive control of the SNB Capital Platform, and SNB
Capital hereby reserves its sole and absolute right to modify at any time the
design, appearance and content of the SNB Capital Platform.
7.6
The Client acknowledges that the Online Services
may become unavailable or have reduced functionality or service quality from
time to time due to various circumstances. Such circumstances may include without
limitation, technical failure or problems with the SNB Capital Platform or with
a third party (including Tadawul) or circumstances beyond the control of SNB
Capital. In such circumstances, SNB Capital shall not be liable to the Client
for any failure, interruption or delay in SNB Capital performing its duties
under this Agreement or for the SNB Capital Platform not being operational or
otherwise available for the Client's use.
7.7
Should the Client experience difficulties in accessing
and using the SNB Capital Platform the Client may contact SNB Capital through
the channels approved by SNB Capital.
8.
orders and transactions
8.1
The Client authorises SNB Capital to accept and
execute the Client's orders and instructions through the SNB Capital Platform
and other channels as may be determined by SNB Capital and subject to the
provisions of this Agreement and/or other supplemental agreements. SNB Capital
reserves the right to refuse to accept or to cancel an order or instruction at
is sole discretion.
8.2
An order effected
through the SNB Capital Platform shall be made by clicking the visual or
graphical "Confirm" button. The Client is permitted to place a
request to SNB Capital to cancel an order after the Client has placed that
order. The Client hereby acknowledges and agrees that SNB Capital may not
be able to cancel an order placed by the Client including in circumstances
where the cancellation request is not received by SNB Capital in sufficient
time prior to the execution of the Client's order. SNB Capital, in its
sole discretion, reserves the right not to act upon a cancellation request
from the Client. SNB Capital shall not be liable for any losses in circumstances
where it does not act on a cancellation request submitted by a Client. The
Client shall assume full responsibility for all orders effected. An order
effected through other channels shall be deemed to be received in accordance
with the terms of the applicable supplemental agreement and may only be
cancelled where permitted in accordance with the terms of the applicable
supplemental agreement.
8.3
Subject to applicable laws and regulations, SNB
Capital may aggregate the Client's orders with SNB
Capital's own orders and orders of other clients. By combining the Client's
orders with those of other clients SNB Capital must reasonably believe that
this is in the overall best interests of its clients. However, aggregation may
result in the Client obtaining a less favourable price in relation to a
particular order.
8.4
SNB Capital will adhere to its best execution
policy in respect of transactions which it undertakes for the Client and without
prejudice to clause 8.3 above, SNB Capital shall take reasonable care to obtain
the result which is the best available result for the Client.
8.5
The Client hereby acknowledges that all
transactions using the Account shall be subject to:
(a)
the constitution, rules, regulations, customs
and usage of the various securities exchanges or markets and their clearing
house, if any, where transactions are executed by SNB Capital; and
(b)
SNB Capital's internal procedures, review and
approval.
9.
cash basis
9.1
The Client hereby agrees that all transactions
undertaken through the Account will be on a cash settlement basis unless the
Client has entered into a margin trading agreement with SNB Capital. If the
Client conducts a transaction for the purchase of Investments, the Client
undertakes to have sufficient cash funds in the Account at the time the Client
places an order. Likewise, if the Client conducts a transaction on a cash basis
for the sale of Investments, the Client undertakes to have a sufficient
quantity of such Investments in good delivery form in the Account at the time
the Client places the sell order.
9.2
If the Client fails to meet SNB Capital's
settlement obligations in respect of any transaction by the relevant settlement
date, SNB Capital may elect not to execute any transaction and SNB Capital is
hereby authorised to liquidate any and all Investments in the Account, and to
take any action it deems necessary or appropriate for the Client's protection
and/or to remedy the Client's default.
10.
contract notes and statements of account
10.1
The Client understands and agrees that SNB
Capital will provide the Client with contract notes confirming and describing
the terms of each transaction in the Account, and with periodic statements of
the Account during a stated period in accordance with SNB Capital's internal
policy as in effect from time to time.
10.2
If the Client identifies any discrepancy, error
or omission in any contract note or statement, the Client undertakes to notify
SNB Capital of such matters in writing and in any event:
(a)
in relation to contract notes, no later than twenty
four (24) hours from the date of issuance of the contract note; or
(b)
in relation to statements (for transactions in
respect of which contract notes have not been issued), no later than fifteen
(15) days from the date of issuance of the statement.
10.3
The Client agrees that all order confirmations,
account statements and communications are truthful, accurate and complete, and
that SNB Capital can rely conclusively on the Client's acceptance thereof,
unless SNB Capital receives the Client's written objection within the time periods
stipulated above. Notwithstanding the foregoing, the Client acknowledges that
his continued use of the Online Services constitutes the Client's acceptance of
the contents of all confirmations, account statements and all other
communications relating to the Client's Investments and Account that the Client
received prior to each such use of the Online Services.
10.4
SNB Capital does not warrant that the values of Investments
reported in the Account including in any confirmation or statement are accurate
or current, or that such Investments could be sold or converted at the values
reported.
11.
special commission arrangements
11.1
The Client acknowledges that SNB Capital is
entitled to enter into special commission arrangements where services are
received in addition to trade execution services from an intermediary in return
for the commission paid on transactions directed through that intermediary. SNB
Capital will only enter into a special commission
arrangement if the following conditions are met or otherwise in accordance with
the Implementing Regulations:
(a)
SNB Capital provides best execution to the
Client in relation to the relevant transactions;
(b)
the goods or services received by SNB Capital
may reasonably be regarded as being for the benefit of its clients; and
(c)
the amount of any fees or commissions paid to
the provider of the goods or services are reasonable in the circumstances.
12.
custody
12.1
The Client's Investments may be held in the
following ways:
(a)
Securities eligible for the Depositary Centre
will be held in an account in the Client's name with the Depositary Centre;
(b)
where the Client has entered into a separate supplemental
agreement with SNB Capital in accordance with clauses 6.2 and 6.1(m), the
Client's Investments may be held by SNB Capital acting as custodian or a third
party custodian; or
(c)
in respect of Investments held outside the
Kingdom of Saudi Arabia, SNB Capital will arrange for a local custodian or
broker to provide custody of the Client's Investments. In such cases, title to
the Investment may be recorded in the name of the Client, the name of the local
custodian or broker or in the name of SNB Capital.
12.2
In respect of Investments held outside the
Kingdom of Saudi Arabia, the Client acknowledges that there may be different
settlement, legal and regulatory requirements in the relevant jurisdiction to
those which apply in the Kingdom of Saudi Arabia, in particular in relation to
the segregation of client assets. In particular, the Client's Investments may
not be segregated from SNB Capital's own assets and may be subject to claims
from SNB Capital's creditors in the event of SNB Capital’s failure.
12.3
SNB Capital (or the third party custodian or the
latter's nominee or the relevant depository) may sign on behalf of the Client
in order to transfer the Client's assets or certify the ownership of those assets
to tax or other governmental authorities.
12.4
In the event that SNB Capital arranges for the
custody of the Client’s Investments with SNB Capital’s custodians:
(a) If the Client’s
assets are not registered in the Client’s name, they will be registered in the
name of a nominee owned or controlled by SNB Capital.
(b) On behalf of the
Client in respect of those Investments, SNB Capital shall be entitled to: (1)
claim and receive dividends, commission payments and other entitlements; (2)
exercise conversion and subscription rights; and (3) exercise voting rights
including in the event of takeovers, other offers and capital reorganisations.
(c) Except in the case of the fraud or wilful default of SNB Capital,
SNB Capital shall not be responsible or liable in any way whatsoever for any
loss or damage caused by the act or omission of any third party custodian. SNB
Capital shall, at the cost and expense of the Client, exercise all legal
rights, including the pursuit of legal action where necessary, against any
third party custodian who may have caused loss or damage to the Client.
(d) SNB Capital shall be obliged to obey the instructions only of the
Client in relation to the Client’s Investments held in custody. If the Client
wishes SNB Capital to carry out the instructions of his legally appointed
representatives in relation to the Client’s Investment held in custody by SNB
Capital, the Client must first satisfy the legal requirements of SNB Capital
for the legal recognition of such representatives. Unless and until such
requirements are fully satisfied, SNB Capital shall be under no duty and shall
have no responsibility to carry out any instructions of such representatives.
(e) Client Investments held by SNB Capital within its custody arrangements
shall not be pledged or be subject to any lien, except in a case where such Investments
are subject to a separate written agreement regarding securities lending, or in
a case where the Client is liable to pay charges to SNB Capital or its custodians
relating to the administration or custody of the Client’s assets.
12.5
The Client acknowledges and agrees that his
Investments may be pooled with the Investments of other clients. The Client
acknowledges and agrees he shall not have any rights to the redelivery of the
same Investments as originally deposited with any custodian but will instead be
entitled to:
(a)
Securities of the same number, class,
denomination and issue as those originally deposited; or
(b)
Precious metals and commodities of the same type
and amount.
The Client also
acknowledges that his Investments or entitlements to the Investments may not be
separately identifiable by certificates, other physical documents of title or
electronic record. The Client agrees that in the event of the custodian’s default
the Client may have to participate pro rata in any irreconcilable shortfall,
which may occur.
13.
client money
13.1
SNB Capital will comply with the Client Money
Rules set out in Part 7 of the Authorised Persons Regulations.
13.2
No commission is payable to the Client in
respect of the Client money held in the Client Account.
13.3
The Client's money will be segregated and the
Client hereby agrees and accepts that the Client's money may be held in a
client account with Saudi National Bank or such other local bank in the
Kingdom of Saudi Arabia separately from the money and the assets of SNB Capital
as SNB Capital may determine in its sole discretion except to the extent
otherwise provided in this Agreement. The Client understands that Saudi
National Bank is an affiliate of SNB Capital.
13.4
The Client's money may be held with an overseas
bank if this is necessary for the settlement of a transaction in Securities
outside the Kingdom of Saudi Arabia. The Client hereby agrees and consents to his
money being held outside the Kingdom of Saudi Arabia as may be deemed necessary
by SNB Capital in compliance with the Authorised Persons Regulations.
13.5
The legal and regulatory regime applicable to
banks and others holding client money outside the Kingdom of Saudi Arabia may
be different to that which applies in the Kingdom of Saudi Arabia. Therefore,
such money may not benefit from protections equivalent to those that would
exist in respect of client money held within the Kingdom of Saudi Arabia.
13.6
The Client's money will cease to be client money
for which SNB Capital is responsible if it is paid:
(a)
to the Client;
(b)
to a third party on the instructions of the
Client;
(c)
into a bank account in the name of the Client
(not being an account which is also in the name of SNB Capital);
(d)
to SNB Capital, where it is lawfully due and
payable to SNB Capital; or
(e)
in such other circumstances as may be permitted
under the Implementing Regulations.
14.
contingent liability securities
14.1
Prior to effecting transactions in Derivatives
including Contingent Liability Securities the Client must enter into a separate
Derivatives trading agreement with SNB Capital. In order for SNB Capital to
provide margin trading facilities to the Client, the Client must enter into a separate margin trading agreement with SNB Capital. SNB
Capital may refuse to enter into any such arrangements at its absolute and sole
discretion.
14.2
Where the Client has effected transactions in
Derivatives including Contingent Liability Securities or has otherwise entered
into transactions that may give rise to a contingent liability on the part of
the Client, SNB Capital may settle or close out such transactions without
further reference to the Client where the Client is not in compliance with his
obligations in respect of such transactions (whether under this Agreement or
otherwise). SNB Capital may debit the Account with any sums required to pay or
supplement any deposit or collateral in support of any such transaction.
14.3
The Client hereby acknowledges that contingent
liability transactions, including margin transactions, may require the Client
to make additional payments in respect of such transactions.
14.4
If the Client trades in futures, contracts for
differences or sells or writes options, the Client may sustain a total loss of
the margin the Client deposits with SNB Capital to establish or maintain a
position. If the market moves against the Client, the Client may be called
upon to pay substantial additional margin at short notice to maintain the
position. If the Client fails to do so within the time required, the Client's
position may be liquidated at a loss and the Client 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 the Client entered the contract.
15.
use of correspondents
15.1
The Client hereby authorises SNB Capital in SNB
Capital’s absolute discretion to retain from time to time in various jurisdictions,
exchanges and markets, one or more Correspondents to provide services relating
to the Client's Investments and the Account. The Client hereby acknowledges
that SNB Capital is not acting as an agent of any Correspondent.
15.2
The Client hereby acknowledges and agrees that
Correspondents may act, among other things, as commercial bankers, investment
bankers, brokers, dealers, market makers, clearing agents, depositories,
custodians, trustees, administrators, automatic data processing vendors, proxy
processing agents, transfer agents, investment pricing services, research
houses, or otherwise for the purpose of servicing the Account, and that such
persons may in turn at their absolute discretion elect to use the services of
other third parties and/or their affiliates and correspondents in providing
such services.
15.3
The Client acknowledges and agrees that any
right SNB Capital may have in relation to the Client (whether under this
Agreement or otherwise) may be assigned to the Correspondent, without further
notice to the Client.
15.5
The Client hereby authorises SNB Capital to
disclose to the Correspondents information regarding the Client as may be required
under any relevant laws, regulations or rules, or the regulations or rules of
any applicable exchange (including without limitation to rule 382 of the New
York Stock Exchange). The Client hereby agrees to provide a Correspondent (through
SNB Capital) with any information and/or statements in the prescribed form
required by the rules and regulations of any applicable exchanges.
15.6
The Client hereby agrees that Correspondents
acting in their capacity as the executing and clearing party or broker of the
Client's orders and instructions may open accounts in the Client's name
directly, maintain the records of the Client's accounts and may hold the
Client's Investments, in whole or in part, in the Correspondent's name.
15.7
The names and addresses of Correspondents and
the nature of SNB Capital's relationship with such Correspondents may be
disclosed to the Client as SNB Capital deems necessary or as required by law. If the Client has any objections to any one or more of such
Correspondents, or towards the nature of the Client's relation with such
Correspondent, the Client may notify SNB Capital in writing of his objections
no later than fifteen (15) calendar days from receipt of such disclosure from
SNB Capital to the Client provided that the Client will be bound by any
transaction(s) conducted by the Client from the date of such a disclosure by
SNB Capital until the period ending with the date on which the Client provided
notice to SNB Capital referred to above.
15.8
The Client accepts that notices concerning the
Account by Correspondents will usually be sent to the Client by SNB Capital
(without liability on the part of SNB Capital), although (and without prejudice
to clause 15.9 below) the Client acknowledges that such notices may be sent
directly from a Correspondent to the Client with or without duplicate notice to
SNB Capital if market conditions, time constraints so require, or if the
Correspondent determines in its sole discretion that other circumstances so
require.
15.9
The Client agrees that all orders and instructions
regarding the Account will at all times be directed only to SNB Capital, and
not to any Correspondent.
15.10
The Client agrees that neither SNB Capital, its
Correspondents nor the issuer of any securities held in the Account will be
required to forward to the Client any notice for the attendance or voting at
any shareholder meetings, the appointment of proxies or any other report or
information from the issuer with respect to any Security held in the Account
unless the Client specifically requests such notices in writing, in which case
the Client agrees to pay all costs and expenses incurred by SNB Capital in
forwarding such notices and information to the Client.
15.11
The Client acknowledges that Correspondents may
be located in jurisdictions other than the Kingdom of Saudi Arabia and
therefore may not be subject to the laws, rules and/or regulations of the
Kingdom of Saudi Arabia.
16.
risk statement
16.1
The Client hereby represents and warrants that
he has fully reviewed the disclosure of risks as set out in Schedule 1 to this
Agreement with particular reference to the risks relating to the internet and
use of the Online Services.
16.2
The Client hereby represents and warrants that
he understands, acknowledges and accepts all risks associated with the use of
the Services including but not limited to those risks set out in Schedule 1.
17.1
The Client acknowledges and warrants that the
Client shall be the sole and exclusive owner and user of the User ID and
password used to access the SNB Capital Platform.
17.2
The Client hereby represents that he is of legal
age, with the full legal capacity to open an Account and enter into this
Agreement. The Client hereby represents that he is not aware of any reason,
related to the Client's capacity or otherwise, that would prohibit or
disqualify the Client from opening an Account, entering into this Agreement, or
transacting in any Investments.
17.3
The Client represents and warrants that all
information given and stated in relation to his application made to SNB Capital
for the opening of the Account and/ or for maintaining it is complete and
correct in every particular and that no information has been withheld.
17.4
The Client agrees that he will abide by any
rules or procedures adopted by SNB Capital or any Information Provider in
connection with the use of the Online Services through the SNB Capital
Platform.
17.5
The Client shall not (and shall not permit any
third party) to copy, use, analyse, modify, decompile, disassemble, reverse
engineer, translate or convert any software provided to the Client in
connection with the use of the Online Services on the SNB Capital Platform or
distribute the software or the SNB Capital Platform to any third party.
17.6
The Client may not sell, lease, license or
provide any Service made available to the Client or otherwise provided through
the SNB Capital Platform to any third party.
17.7
The Client warrants and undertakes that he will
not by act or omission engage in market abuse or require or encourage another
person to do so. Market abuse includes distorting and/or misleading the market
or taking unfair advantage of the market by use of inside information, for
example, transactions which provide a false appearance of trading or
transactions aimed at improperly influencing the price of a security. The
Client agrees that he will familiarise himself with the Implementing
Regulations relating to market abuse and insider dealing prior to utilising any
of the Services and will at all times comply with such regulations.
17.8
The Client warrants and undertakes that he will
not participate in money laundering or terrorist financing operations and shall
not use the Account or the Services provided by SNB Capital to the Client to do
so.
17.9
The Client hereby undertakes to abide by the
rules of any securities association, registered securities exchange or clearing
organisation whenever and wherever the Client transacts in Investments,
including trading limits relating to price, quantity or type of Investments,
the number of trades or open or exercisable Investments or positions, and any
applicable limits relating to margin or options.
17.10
The Client hereby represents that, except as
otherwise disclosed to SNB Capital in writing, the Client is not employed by (i)
any securities exchange, (ii) any corporation or company which owns a majority
of the capital stock or shares, (iii) any member firm or member corporation or
company of any exchange or (iv) any corporation, firm or individual engaged in
the business of dealing either as broker or as principal in securities, bills
of exchange, acceptances or other forms of commercial paper.
17.11
The Client hereby acknowledges that it is the
Client's sole responsibility to understand all of the relevant characteristics
and consequences of each order, trade, transaction and/or instruction the
Client places with SNB Capital. The Client agrees that he is solely
responsible for being fully aware of and understanding all the rights, terms,
obligations, characteristics, nature, risks and financial hazards of the
Investments held in the Account, and all of the rules, regulations, mechanisms,
characteristics and nature of the markets and exchanges where they are traded.
18.
liability and indemnity
18.1
SNB Capital accepts liability for direct loss to
the Client arising only from SNB Capital's gross negligence, fraud or wilful
neglect.
18.2
SNB Capital makes no express or implied
representations or warranties regarding the usability, condition or operation
of the SNB Capital Platform. Further, SNB Capital does not warrant that access
to or use of the SNB Capital Platform will be uninterrupted or error free or
that the SNB Capital Platform will meet any particular criteria of performance
quality.
18.3
Notwithstanding clause 18.1, SNB Capital shall
in no circumstances be liable to the Client for:
(a)
any loss of opportunity, whereby the value of an
Investment effected could have increased, or for any decline in the value of
such an Investment;
(b)
any losses and/or liabilities that the Client
may incur from any acts or omissions of Correspondents or any other third party
appointed by SNB Capital to assist in the provision of Services;
(c)
any losses that the Client may incur arising
from the default, insolvency or bankruptcy of any Correspondent;
(d)
any loss or damage that the Client may incur due
to delays in reactivating the Online Services where the Client has lost his User
ID and/or password;
(e)
any loss or damage that the Client may incur on
the grounds that this Agreement or any transactions were made electronically;
(f)
the taxation consequences of any transaction,
nor for any taxation charges arising for any reason;
(g)
any diminution in the value of any currency in
the Account for any reason;
(h)
any losses resulting from the liquidation of any
and all Investments in the Account, whether due to the Client's failure to
satisfy SNB Capital's initial or maintenance margin requirements (if
applicable) in a timely fashion or the Client's failure to meet any settlement or
other obligation when due or otherwise;
(i)
any losses resulting from the Client's failure
to be fully aware of the rights, terms, obligations, characteristics, nature,
risks and financial hazards of the Investments or the rules, regulations,
mechanisms, characteristics and/or nature of the markets and exchanges where
such Investments are traded, or the Client's failure to take any prudent or
appropriate action regarding such Investments or the Account in a timely
fashion;
(j)
any losses resulting from the Client investing
or trading in Securities or Other Property that fails to satisfy the Client's
investment objectives or that are not commensurate with the Client's risk
tolerance or financial capability;
(k)
any failure, interruption or delay in SNB
Capital performing its duties under this Agreement due to a breakdown,
malfunction of any telecommunication, electronic communications device, computer
services or systems externally or equipment or software including but not
limited to, the breakdown or failure of any clearing system used in connection
with the Services;
(l)
the SNB Capital Platform not being operational
or otherwise unavailable for the Client's use due to servicing, hardware
malfunction, software defect, service or transmission interruption or other
cause;
(m)
any failure, interruption or delay due to postal
delays, unauthorised access, theft, earthquakes, war or other hostilities,
terrorist activity, civil unrest or interference (including where caused by
severe or abnormal weather conditions); or
(n)
any inaccuracy or incompleteness of Information
provided or made available to the Client including (without limitation)
Information originating from or based on Information or data provided by third
parties.
18.5
The Client hereby agrees to indemnify SNB
Capital in full against any liability, loss, charge, demand, proceedings, cost
or expenses, to the fullest extent permitted by applicable law which SNB
Capital may suffer, pay or incur as a result of or in connection with the
performance by SNB Capital of its obligations under this Agreement and the
provision of the Services including but not limited to;
(a)
SNB Capital acting or omitting or refusing to
act on an order or instruction from the Client;
(b)
the accuracy, completeness or timeliness of any
and all Information provided to the Client by SNB Capital or any other
Information Provider; or
(c)
any and all charges, costs, expenses, claims or
demands of any kind imposed on SNB Capital by any Correspondent arising from
the Client's Investments, transactions, orders, instructions, activities or
lack thereof in the Account.
The Client agrees to co-operate with SNB Capital to the fullest extent
possible in the prosecution or defence of any action or proceeding brought by
or against SNB Capital against
or by any third party in relation to any Services or any transactions in any
Investments.
18.6
For the avoidance of doubt, the Client shall not
be obliged to indemnify SNB Capital for any direct loss arising from SNB
Capital's gross negligence, fraud or wilful neglect.
18.7
The indemnity in clause 18.5 shall survive the
termination of this Agreement.
19.
foreign currency
19.1
If the currency of the Account is a currency
other than Saudi Riyals, credit balances may be deposited in the name of SNB
Capital, but at the Client’s risk, with banks in or outside the country of such
currency. Transfers of credit balances in foreign currencies from the Account
may be made by such means as are reasonably satisfactory to SNB Capital,
subject always to applicable laws and/or regulations.
19.2
The Client accepts the risk of all legal or
administrative restrictions that may apply with respect to the exchange or
transfer of any currency at any time. The Client also agrees to bear all taxes,
duties, imposts and other charges that may be imposed by any jurisdiction on
the exchange or transmission of any foreign currency.
19.3
Should the Client engage in any transaction in
any currency other than Saudi Riyals, the Client acknowledges and agrees that
any profit or loss resulting from any fluctuation in the exchange rate of such
currency shall be for the Client's account.
19.4
The Client agrees that SNB Capital is entitled,
without notice to the Client, to make any currency conversion it considers
necessary or desirable for the purposes of enforcing its rights or performing
its obligations under this Agreement in any manner and at rates of exchange as
SNB Capital may determine in its sole discretion.
20.
information
20.1
The Information made available to the Client is incidental to the Client's relationship with SNB Capital. It is
provided solely for information to assist the Client to make his own investment
decisions and does not amount to advice.
20.2
The Client hereby undertakes and agrees to use
all Information made available to the Client only for individual use. The
Client agrees not to reproduce, retransmit, disseminate, sell, distribute,
publish, broadcast, circulate or commercially exploit any Information in any
manner without the express prior written consent of SNB Capital, or to use any
Information for any unlawful purpose.
20.3
The Client agrees to comply with reasonable
requests from SNB Capital or any other Information Provider concerning the
protection of SNB Capital's or any Information Provider’s intellectual property
rights. The Client shall not delete copyright or other intellectual property
rights notices from any Information, including printouts of electronically
accessed materials. The Client agrees that if SNB Capital or any other
Information Provider determines that the Client has misappropriated or misused
any Information or otherwise breached this Agreement, SNB Capital may terminate
this Agreement.
21.
records
21.1
The Client hereby agrees that SNB Capital may;
(a)
maintain records including any notifications,
contract notes, statements of account and other records relating to the
Account, whether in physical or electronic form;
(b)
record the Client's telephone conversations with
SNB Capital;
(c)
record and monitor the Client's electronic
communications with SNB Capital; and
(d)
maintain all such records for any period as SNB
Capital determines in accordance with the applicable Implementing Regulations.
21.2
The Client further acknowledges and agrees that
SNB Capital's records may be considered by the CMA to be conclusive and binding
on the Client in any dispute between the parties to this Agreement.
22.
confidentiality
22.1
SNB Capital undertakes to keep all information
it receives in connection with the Services as confidential, and not to
disclose any such information to any third party except as permitted under the
terms of this Agreement or as required or permitted by law or the Implementing
Regulations.
22.2
The Client hereby acknowledges and agrees that
SNB Capital may:
(a)
share any information received from the Client
in connection with this Agreement or the Services with Correspondents, The
Saudi National Bank, any subsidiary or affiliate of SNB Capital, any member
of The Saudi National Bank group of companies, SNB Capital's professional
indemnity insurers or SNB Capital’s professional advisors;
(b)
disclose and otherwise freely use information
which is or becomes publicly available;
(c)
disclose information to any third party where
the Client has provided prior written consent;
(d)
be required to disclose Client information from
time to time to Government or judicial bodies, regulators or similar agencies
but will only do so under proper authority; or
(e)
update, amend or change the details relating to
the Client or any other information in connection with the Client that is sent to
or held with or otherwise recorded at the Tadawul, based on the “know your
customer” information provided by the Customer to SNB Capital or any other
information provided by the Customer to SNB Capital pursuant to the terms of
this Agreement; or
(f)
disclose information where SNB Capital may
otherwise be permitted by the Implementing Regulations.
22.3
The
Client hereby agrees to keep all information he receives in connection
with the Services confidential and not to disclose any such information to any
third party except as permitted or required by law or Implementing Regulations.
23.
payment for services
23.1
SNB Capital shall charge such fees, commission,
charges in respect of the Services provided under the terms of this Agreement
and/or any supplemental agreements. The current standard fees, commission and charges
payable under this Agreement are set out in Schedule 2. The fees payable under
any supplemental agreement will be set out in the Schedule to that agreement. All
such fees, commission and charges shall be subject to change from time to time.
23.2
SNB Capital shall notify the Client of any
change to the fees, commission and/or charges payable from time to time under
the terms of this Agreement and/or any supplemental agreements. By continuing
to use the Services, the Client will be deemed to have accepted the revised
fees, commission or charges.
23.3
In addition to its charges or fees, SNB Capital
may be required to pay on the Client's behalf duties, statutory charges and
other expenses as may be applicable in respect of the Services.
23.4
The Client hereby authorises SNB Capital to
realise any Investment that may be held in the Account should there be
insufficient cash available to settle any outstanding fee, charge or
commission.
23.5
SNB Capital shall be entitled at its sole
discretion to:
(a)
debit the Account with any amount due by the
Client to SNB Capital under the terms of this Agreement and/or any supplemental
agreements (including expenses or taxes incurred on the Client's behalf) as
well as other agreed fees and expenses; and
23.6
deduct or withhold such fees, charges, expenses
from any amount received by SNB Capital for the Client's account or any amount payable
by SNB Capital to the Client.
24.1
Any notices, contract notes, statements or other
communications to the Client may be given by SNB Capital in writing, sent by registered
mail, posted through the SNB
Capital Platform or by electronic medium
(electronic mail or SMS) to the address and numbers provided by the Client to
SNB Capital from time to time. However, the preferred method of communication
will be by electronic medium. Any notices and communications sent to the Client
by SNB Capital will be deemed to have been properly given:
(a)
if sent by registered mail to the address last
notified by the Client to SNB Capital and upon delivery at such address;
(b)
if provided through
the SNB Capital Platform, as soon as the notice or other communication is
published on the SNB Capital Platform; or
(c)
if sent by email or by SMS, one hour after SNB
Capital transmitted it to the email address or phone number last notified by the Client and verified by SNB Capital.
24.2
If the Client wishes to change any of his
contact details then prior written notice will be given by the Client to SNB
Capital through the channels approved by SNB Capital.
24.3
With the exception of the time periods set out
in clause 10.2, all notices, instructions or other communications given by the
Client to SNB Capital shall be primarily given or notified in writing by electronic
mail to the email address provided to the Client by SNB Capital for such
purpose from time to time or by use of the “Contact Us” button or function
located on the SNB Capital Website (as determined by
SNB Capital in its sole discretion). However, depending
on the Services provided to the Client, the Client may also be permitted (based on the terms and conditions applicable to such Services) to provide notices, instructions or other communications to SNB
Capital by phone, fax or in person.
24.4
All notices, instructions or other
communications sent to SNB Capital by the Client via the SNB Capital Website or
electronic email will be deemed to have been properly given one hour after the
Client transmitted the notice, instruction or communication to the email
address provided by SNB Capital. All notices, instructions or other communications
sent to SNB Capital by the Client by registered mail will be deemed to have
been properly given upon delivery at SNB Capital's registered office.
24.5
SNB Capital may decline to accept or act upon
any notice, instruction or other communication received from the Client at its
sole discretion.
25.
inactive account
If the Client
has not traded using his Account or otherwise has not accessed or used it for a
continuous period of one hundred and eighty (180) days (the “Inactive Period”)
the Account shall be deemed to be inactive. Once the Client's Account has been
deemed inactive, SNB Capital will be entitled to charge the Client a
maintenance fee (the "Inactive Account Fee"). SNB Capital may
deduct an amount up to the Inactive Account Fee from the balance in the
Client's Account commencing on the last day of the Inactive Period and then
every thirty (30) days thereafter in accordance with the Inactive Account Fee
schedule which is available on SNB Capital's Website. All fees and charges (including
the Inactive Account Fee) are subject to change by SNB Capital from time to
time.
26.1
This Agreement may be terminated by the Client
for any reason by giving thirty (30) days prior notice in writing by electronic
mail or, if the Client subscribes to Telephone Services, then by registered
mail in accordance with clause 24.3 and 24.4.
26.2
This Agreement may be terminated by SNB Capital
for any reason at any time by giving notice in accordance with clause 24.
26.3
Where termination occurs, SNB Capital shall be
entitled, at its sole discretion, to terminate and liquidate any transactions
entered into which are then outstanding.
26.4
The Client shall remain liable for prompt
settlement of all outstanding transactions, fees, charges and obligations
related to all of the Services provided by SNB Capital prior to termination. No
penalty or other additional payment will be payable by the Client or SNB
Capital in respect of the termination.
26.5
Upon termination, SNB Capital shall account to
any custodian designated by the Client in writing to SNB Capital within seven (7)
Business Days of such termination (and failing any such designation, to the
Client) for all monies and Investments then held by SNB Capital pursuant to the
terms of this Agreement.
26.6
If SNB Capital has given notice to terminate
this Agreement and has received no notice from the Client with respect to the
disposition of the Investments or has been unable to contact the Client for a
period of one year from the date of the notice of termination, SNB Capital
shall be entitled to sell the Investments in the market at the best price SNB Capital
considers to be reasonably obtainable, whereupon the Client's only right
against SNB Capital shall be an entitlement to claim a sum equal to the net
proceeds of sale after deduction of the dealing costs and any outstanding fees
owed to SNB Capital.
27.
liquidation
27.1
At any time after SNB Capital has, in its sole
discretion, determined that the Client has not performed or is unlikely to
perform any of his obligations to SNB Capital, SNB Capital may without
reference or notice to the Client:
(a)
without being liable for any resulting loss or
diminution in value, treat any or all outstanding transactions as having been
immediately cancelled and terminated; and/or
(b)
without being liable for any resulting loss or
diminution in value, sell such of the Client's Investments held by SNB Capital
as it in its sole discretion deems appropriate; and/or
(c)
without being liable for any resulting loss or
diminution in value, close out, replace or reverse any such transaction, enter
into any other transaction or take, or refrain from taking, such action at such
time or times in such manner as SNB Capital in its sole discretion, consider
necessary or appropriate to cover, reduce, eliminate its loss or liability
under or in respect of a transaction, position or commitment undertaken for the
Client and to pay any outstanding amounts due and payable from the Client to
SNB Capital.
28.
right to realise assets
If the Client
fails to pay when due all sums due to (i) SNB Capital, or (ii) The Saudi
National Bank, or (iii) any subsidiary, parent or affiliate of SNB Capital or
any member of The Saudi National Bank group of companies, then SNB Capital
shall be entitled, without prior notice to the Client, to direct the custodian
or where SNB Capital acts as custodian to retain and/or realise any assets in
the Account as may be required to pay any such outstanding liabilities of the
Client.
29.
SET OFF AND LIEN
29.1
SNB Capital shall be entitled at any time and
without notice to the Client, to retain or make deductions from or set off
amounts or credit balances which SNB Capital may owe to the Client or is holding
for the Client in order to meet any liabilities which the Client may have
incurred or SNB Capital may have incurred on the Client's behalf.
29.2
The Client acknowledges and agrees that all
Investments now or hereafter held, carried or maintained by SNB Capital,
directly or indirectly, for any purpose in or for any account in which the Client
has an interest, shall constitute security for the payment of any liability or
indebtedness of the Client to SNB Capital, and are subject to a continuing
general lien and security interest in SNB Capital's favour for the discharge of
all of the Client's indebtedness and other obligations to SNB Capital, without
regard to SNB Capital having made any advances in connection with such
Investments and without regard to the number of accounts the Client may have
with SNB Capital.
29.3
SNB Capital shall have the right to transfer
Investments so held to SNB Capital or to others whenever SNB Capital considers
that such a transfer is necessary for the Client's protection and/or to remedy
the Client's default. In enforcing the lien and other rights and remedies
hereunder, SNB Capital shall have absolute discretion to determine which
Investments are to be sold and which contracts are to be closed notwithstanding
any instructions from the Client to the contrary.
29.4
The Client hereby authorises SNB Capital in SNB
Capital’s absolute discretion to lend or to pledge, without notice to the
Client, any and all of the Investments now or hereafter held in any account,
or maintained or carried by SNB Capital or in SNB Capital's possession, either
separately or in common with other such Investments, for any amount due in any
account or such greater amount as SNB Capital may deem appropriate, and SNB
Capital may do so without retaining in SNB Capital's possession or control for
delivery a like amount of similar Investments. The Client understands that such
loans and pledges could limit the Client's ability to exercise voting rights in
whole or in part with respect to the Investments lent or pledged. In addition,
the Client understands that SNB Capital may receive and retain certain benefits
from such activity to which the Client will not be entitled.
30.
succession
30.1
The Client agrees that this Agreement shall be
binding upon the Client, his heirs, executors,
administrators, personal representatives and successors. This Agreement shall
not automatically terminate on the Client’s death.
30.2
Notwithstanding the above, SNB Capital shall be
entitled at its sole discretion to freeze transactions on the Account and to
decline to accept instructions or orders in respect of the Account pending
receipt of a court order or in SNB Capital's sole and absolute discretion,
signed instructions by the Client's heirs, executors, administrator, personal
representatives of the Account in a form satisfactory to SNB Capital.
31.
non-waiver
Any failure to
exercise or any delay in exercising a right, power or remedy provided by the
terms of this Agreement or at law will not constitute a waiver of or bar to the
enforcement or exercise of the right, power or remedy or a waiver or bar to the
enforcement or exercise of other rights, powers or remedies. No single or
partial exercise of a right, power or remedy provided by law or under the terms
of this Agreement will preclude the exercise of any other right, power or
remedy.
Subject to all
applicable laws, rules and regulations, the Client hereby accepts that SNB
Capital and its affiliates may, from time to time:
(a)
have a position in Investments held, purchased
and/or sold for the Client’s Account;
(b)
purchase and/or sell such Investment for its
other clients;
(c)
have a business relationship with another person
or other persons whose Investments are held, purchased and/or sold for the
Client’s account;
(d)
act as principal in a transaction with the
Client;
(e)
manage funds which effect transactions in
Investments held, purchased and/or sold for the Account;
(f)
provide advisory services (including in relation
to mergers and acquisitions) to issuers of Investments held in, purchased
and/or sold for the Account;
(g)
provide advisory services to other persons
(including in relation to mergers and acquisitions) that relate to or may
otherwise impact Investments held in, purchased and/or sold for the Account;
(h)
issue Information including research reports,
analysis or advice to other clients or the market in general that relate to or
may otherwise impact Investments held in, purchased and/or sold for the
Account; and
(i)
have other relationships or provide other
services which may relate or otherwise impact Investments held in, purchased
and/or sold for the Account.
32.2
The Client accepts and agrees that:
(a)
SNB Capital shall have no obligation to disclose
to the Client any information regarding the transactions, relationships or
services referred to in clause 32.1 above; and
(b)
such transactions, relationships or services may
be adverse to the interests of the Client.
33.
RIGHT TO rectifY
The Client
hereby authorises SNB Capital to rectify at any time SNB Capital deems
appropriate any and all deposits that SNB Capital determines in its absolute
discretion have been made to the Account in error, including by making debit
entries and adjustments to any credit entries made to the Account in error.
34.
anti-money laundering
34.1
As a result of SNB Capital's responsibilities under
applicable anti-money laundering regulations, SNB Capital may freeze all
transactions on the Account where SNB Capital, in its
sole discretion, considers that the Know Your Customer information provided by
the Client is no longer valid or up to date or it otherwise considers it
necessary to do so to comply with applicable regulations or instructions from
regulators.
34.2
Correspondents may require information regarding
the Client for anti-money laundering purposes. The Client hereby authorises SNB
Capital to provide such information on behalf of the Client to any
Correspondent in whichever jurisdiction required. Should a Correspondent
require additional information regarding the Client for anti-money laundering
purposes which is not available to SNB Capital, the Client hereby agrees to
provide such information which SNB Capital will deliver to the Correspondent.
34.3
The Client hereby agrees to provide SNB Capital
with updated Know Your Customer information on a regular basis and at least
annually.
35.
novation of securities agreements with national
commercial bank
35.1
This clause shall apply to all contracts,
agreements and powers of attorney the Client may have with SNB in connection
with the provision of services relating to securities or investments, as at the
date of the acceptance by the Client of these General Terms of Business (the “SNB
Agreements”). By entering into this Agreement, the Client agrees and
accepts that all the SNB Agreements shall continue in full force and effect in
accordance with their respective terms, except that SNB Capital shall replace
SNB as the contracting party in every such SNB Agreement for the purpose of the
performance by SNB Capital of all such services. The Client hereby authorises
SNB Capital, in the name of the Client and on the Client’s behalf, to do all
additional and formal and legal acts that may be necessary to complete the
transfer of SNB’s rights and obligations to SNB Capital in the SNB Agreements.
Upon and as of the date of such transfer:
(a)
SNB Capital hereby agrees that it shall fulfil
all the obligations, and shall assume all the rights, of SNB in the SNB
Agreements as a full contracting party; and
(b)
the Client hereby agrees that he shall release
SNB from all obligations and liabilities arising out of the SNB Agreements so
transferred.
35.2
In respect of any electronic, internet or
on-line transaction or customer registration process, the Client hereby
authorises SNB Capital to reproduce any signature the Client may already have
on file with SNB, and agrees that SNB Capital may treat that reproduced
signature as an original signature for all purposes and agreements between the
Client and SNB Capital.
36.
amendments
36.1
This Agreement may be amended by SNB Capital
from time to time.
36.2
SNB Capital shall notify the Client of any amendment
of the Agreement. By continuing to use the Services, the Client will be deemed
to have accepted the amended version of the Agreement.
36.3
A certificate signed by the administrator
responsible for the maintenance of the SNB Capital Platform shall be evidence of
the date of publication and content of the current version and all previous
versions of the Agreement.
37.
entire agreement
Subject to the
provisions of any supplemental agreements entered into by the Client in
accordance with clause 6 above, this
Agreement contains the whole agreement between SNB Capital and the Client
relating to securities business and supersedes any previous arrangement,
understanding or agreement between them relating to the opening of an Account with
SNB Capital, the execution of trades in domestic Saudi Securities on the
Tadawul and/or the execution of trades in Securities listed or admitted to
trading on a market outside the Kingdom of Saudi Arabia.
38.
third party rights
With the
exception of clause 28, this Agreement shall not
create or give rise to, nor shall it be intended to create or give rise to, any
third party rights. No third party shall have any right to enforce or rely on
any provision in this Agreement which does not confer a specific right or
benefit on said third party. The application of any legislation giving to or
conferring on third parties contractual or other rights in connection with this
Agreement shall be excluded.
39.
power of attorney
39.1
The Client hereby irrevocably appoints SNB Capital
with full power of delegation and substitution as the Client's lawful
attorney-in-fact to the fullest extent permitted by law to act on the Client's
behalf and in the Client's interest for the purpose of carrying out the Services
under this Agreement including without limitation to taking any action and
executing and delivering all agreements, deeds and instruments that SNB Capital
deems necessary or advisable to carry out the Services under this Agreement.
SNB Capital shall have the right, from time to time in its sole discretion and
without notice to the Client (unless such notice is otherwise required by law
or regulation applicable to such accounts), to;
(a)
open, close and transfer accounts on the
Client's behalf with Correspondents, including completing all "ACAT"
and other account transfer forms;
(b)
comply with all legal and regulatory
requirements in all relevant jurisdictions, including completing and filing all
tax forms and filings; and
(c)
enter into "hold-mail" or similar
arrangements with Correspondents to permit SNB Capital to accept all
communications from such persons on the Client's behalf.
Such power may
be exercised by any officer of SNB Capital.
40.
severance
If any
provision or part of any provision of this Agreement becomes invalid, void, voidable
or unenforceable or contravenes any applicable regulations, that provision or
part will be deemed not to form part of this Agreement. The remaining clauses
will not be affected.
41.
disputes & complaInts
41.1
The Client is encouraged to give his feedback at
any time to SNB Capital if his expectations of SNB Capital’s services or
execution are not met. If the needs of the Client are not dealt with by SNB
Capital in a timely or appropriate fashion, the Client must follow the
following procedure:
(a)
In the event of an alleged breach of this
Agreement or any other agreement by SNB Capital, the Client shall submit to the
Head of Client Complaints Unit of SNB Capital a complaint in writing specifying
the particulars of the act or omission that is the subject of the complaint,
the surrounding circumstances, and the remedy sought by the Client. Upon
receipt of such complaint, the SNB Capital Head of Client Complaints Unit, or
his acting deputy, shall act on the complaint within three (3) Business Days.
SNB Capital shall contact the Client within this time period if SNB Capital
considers that it requires more time to consider the complaint. In any event,
SNB Capital shall upon receipt and consideration of the complaint shall advise
the Client of the action taken on the Client’s complaint shortly thereafter.
(b)
If the Client does not agree with the action
taken by the SNB Capital Head of Client Complaints Unit, the Client may appeal
the result to the management of SNB Capital, which shall act on the appeal
within thirty (30) days following receipt thereof, and advise the Client of the
results thereof shortly thereafter.
41.2
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 been given pursuant to Clause 24.1 above 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.
42.
governing law
This Agreement shall be governed by
the laws of the Kingdom of Saudi Arabia.
43.
language
The Agreement
has been drafted in both Arabic and English. SNB Capital and the Client hereby
agree that although the Arabic text will generally govern, the English text
shall be taken into account in order to clarify any ambiguity in the Arabic
text or to resolve any disagreement as to the meaning of the terms and
conditions of this Agreement.
Schedule 1 (risk disclosures)
1.1
The Client recognises and fully accepts that:
(a)
investing in Securities and Other Property
carries inherent risks of loss as well as opportunities for gains and potential
unlimited liability;
(b)
Investments held and transacted in the Account
are subject to market fluctuations;
(c)
the value of the Account may fall as well as
rise, that upon the closing or liquidation of the Account, the Client may not
receive back the amounts invested, and that the Client's liabilities may exceed
the amount invested;
(d)
under certain market conditions it may be
difficult or impossible to liquidate a position, and that a
"stop-loss", "stop-limit" or other order will not
necessarily limit the Client's losses because market conditions may make it
impossible to execute such orders;
(e)
Investments on margin, involving options or
involving foreign currencies carry additional risks and expose the Client to
potentially unlimited liabilities;
(f)
markets outside of the Kingdom of Saudi Arabia
may be subject to regulations that differ from or offer less investor
protection (including client money and client assets protection) than Saudi
markets, and that neither the Client nor SNB Capital may be able to enforce the
rules or regulations in such markets. The Client hereby agrees to accept all
risks of investing in foreign markets and losses as may be incurred in or for
the Account;
(g)
there is a higher risk of loss if the Client
does not have sufficient experience and understanding to participate in
financial markets;
(h)
Investments may be handled by a third party. The
Client hereby agrees that he shall not be entitled to or shall not possess any
benefit in the outcome of a transaction until SNB Capital receives from the
third party amounts due and payable to SNB Capital resulting from the
transaction;
(i)
the risk of loss in trading in foreign exchange
markets may be substantial. The Client should therefore carefully consider
whether such trading is suitable for the Client in light of his financial position;
(j)
if any transaction for the Client's account is
effected in any market on which transactions are settled in a foreign currency,
any profit or loss arising as a result of a fluctuation in the rates of
exchange for any currencies used for trading (including the Client's domestic
currency) shall be entirely for the Client's account and risk;
(k)
if the Client purchases or sells an option (including
a foreign exchange option) he may sustain a total loss of the initial margin
funds and additional funds that the Client deposits with SNB Capital to
establish or maintain the Client's position. If the market moves against the
Client's position, the Client could be called upon to deposit additional margin
funds, on short notice, in order to maintain the Client's position. If the
Client does not provide the additional required funds within the prescribed
time, the Client's position may be liquidated at a loss, and the Client shall be
liable for any resulting deficit in the accounts;
(l)
under certain market conditions, the Client may
find it difficult or impossible to liquidate a position. This can occur, for
example, when a currency is deregulated, trading is suspended, or fixed trading
bands are widened;
(m)
currency prices are highly volatile. Price
movements for currencies are influenced by, among other things: changing
supply-demand relationships; trade, fiscal, monetary and exchange control
programs and policies of governments; foreign political and economic events and
policies; changes in national and international interest rates and inflation;
currency devaluation; and sentiment of the market place. None of these factors
can be controlled by SNB Capital;
(n)
aggregation (of Client orders and instructions
as described in clause 8.3 above) may operate to the Client’s advantage where
this leads to lower transaction costs or the obtaining of a better price. However,
it may also act to the Client's disadvantage in certain cases. Aggregation may
delay execution or settlement;
(o)
specific services or Investments may be subject
to credit or counterparty risk including but not limited to collateral,
margining or other requirements;
(p)
information transmitted through the internet,
including e-mail, is susceptible to unlawful access, manipulation or
monitoring;
(q)
there are risks of loss associated with
investing in Securities that arises specifically as a result of the online
method of trading. Such risks may include but are not limited to, the
following:
(i)
high internet traffic may affect the Client's
ability to access the Client's Account or transmit the Client's order to us.
Communications between the parties may fail or be interrupted, corrupted,
delayed or otherwise affected in a manner that may delay or prevent execution
of transactions;
(ii)
the Client may be significantly more tempted to
overtrade by trading too frequently or too impulsively than the Client would
have done through another trading method. There is also a risk that the ease
of the SNB Capital Platform may cause the Client to trade without considering
his investment goals or risk tolerance. Such factors can affect the Client's
investment decisions, raise trading costs and complicate the Client's financial
situation;
(iii)
SNB Capital will not assess whether the Online
Services meet the Client's investment objectives or whether the Client will be
able to financially bear the risk of any loss caused by using the Online Services
or whether the Client has the necessary knowledge and experience to understand
the risks involved. The Client is solely responsible for satisfying himself in
these and any other respects before using the Online Services. The Client may
wish to seek the advice of appropriate investment and other professionals in
this regard;
(iv)
communications between the parties through the internet
may be subject to interference by third parties. Such interference may without
any limitation include interception of messages, fraud, impersonation, and
computer hacking;
(v)
by going online and/or visiting the SNB Capital Website
and using the Online Services, the Client may be exposed to third party programmes
and systems such as computer viruses, intrusion programs, spyware, Trojan
horses and other malevolent software over which SNB Capital has no control and
for which SNB Capital disclaims all responsibility;
(vi)
the Client's activities may be adversely
affected by such acts or omissions by the Client or by third parties who with
or without the Client's knowledge or consent manipulate or affect the functioning
of the computer or other electronic communications device that the Client uses
to access the SNB Capital Website and/or SNB Capital's Online Services;
(vii)
any third party's negligent or fraudulent act or
omission in relation to the information and sensitive data stored on the
Client's computer, mobile phone or any other electronic communications device,
including negligence in handling sensitive data by persons using the Client's computer
systems, mobile phones or such other electronic devices whether this data was
stored on such computer systems, mobiles phones or such other electronic
devices or printed or extracted in any other way.
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ملحق 2:عمولات
الأسهم
المحلية
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Schedule 2: LOCAL SHARES COMMISSION
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عمولة
شركة الاهلي
المالية (0.102%) % يضاف
إليها (0.018) %
عمولة ( تداول )
والتي تحتسب
من القيمة
الاجماليه
للصفقة
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SNB Capital Commission will be (0.102%)
plus (0.018) % Tadawul Commission, of the
total value of the transaction
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الحد
الادنى
للعمولة هو 12
ريال
للعملية
الواحدة
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The minimum commission will be SAR 12 per
transaction
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·
إن
العمولات
المشار
إليها أعلاه
مخصصه للأسهم
المحلية
فقط، و ستكون
نسب
العمولات
المحتسبة عن
صفقات
الأسهم الدولية،
ورسوم
الحساب
الراكد
متوفرة قريباً.
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·
The commissions referred to above are
designated to trading in local stocks only; the commissions for international
trading and the Inactive Account Fee will be available soon.
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·
جميع
الأتعاب
والرسوم
والعمولات
عرضة
للتغيير من
وقت لآخر.
·
تقوم
شركة الأهلي
المالية
بإخطار
العميل بأي
تغيير في
الأتعاب
والعمولات و /
أو الرسوم التي
تستحق من وقت
لآخر. وسوف
يعتبر
العميل في حال
استمر في
استعمال
الخدمات أنه
قد قبل ووافق
على هذه
الأتعاب
والعمولات
أوالرسوم.
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·
All fees, commission and charges shall be
subject to change from time to time.
·
SNB Capital shall notify the Client of any
change to the fees, commission and/or charges payable from time to time. By
continuing to use the Services, the Client will be deemed to have accepted
the revised fees, commission or charges.
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(FOR ONLINE ACCEPTANCE)
PLEASE
CLICK "ACCEPT" BELOW TO SIGN THIS AGREEMENT AND THEREBY LEGALLY
BIND YOURSELF TO THE TERMS AND CONDITIONS CONTAINED HEREIN.