Whereas Second Party in his full legal capacity desires opening investment account with ADEEM for investing his money in investment and products provided by First Party and licensed to dealing therein. Now therefore in consideration of the investment services and products hereinafter contained, the parties hereto agreed on signing investment account opening agreement according to the following terms and conditions. However, terms and conditions of this agreement shall apply on investment services or product and shall bind parties hereto in addition to any further terms or conditions may be added, amended or approved later.
Article 1: Preamble
Above-mentioned preamble is an integral part hereto.
Article 2: Effectiveness of Agreement
This agreement shall be valid upon receipt by ADEEM to the agreement after signing by parties.
Article 3: Account Opening
Account shall be opened with ADEEM in the name of Client as the later must meet the following criteria :
A) For individual natural person Account
1.His age shall not be less than (18) eighteen Hijri years upon opening account or opening account on behalf of minor or incapacitated by his guardian after issuance of permission from court that allows guardian to open, manage and dispose in minor’s account until minor reaches age of maturity.
2.If Client is illiterate or blind, he shall affix his left thumbprint and personal stamp on documents of account opening attached hereto. As illiterate or blind may be informed of terms and procedures of agreement of account opening in his presence to witness these procedures, however, if the blind or illiterate is female, she shall be identified by Mahram relative according to above mentioned procedures.
B) For Joint Account
1. All terms related to individual account mentioned in paragraph (a) above shall be met.
2.Attested Partnership agreement signed by individuals’ desire opening of joint account shall be attached.
3.Joint account holders shall attach forms of their authorized signature according to partnership or joint venturing agreement mentioned in paragraph (2) above.
4.Each holder in joint account shall be jointly and solely responsible for any due amounts to ADEEM relating to joint account.
C) For Legal Person Account
1.Incorporation or registration documents and certificates of legal persons shall be attached along with a copy of its commercial registra- tion attested by issuing governmental authority.
2.A written power of attorney for natural person shall be attached, provided this power of attorney shall be issued from board of directors of natural person and attested by regulatory body supervising legal person and form of authorized signatories.
3.The client shall inform ADEEM immediately of any changes in the documents provided.
4.After opening the account, authorized person is entitled to dispose and transact in account according to restrictions and conditions (2) above.
Article 4: Deposits in Account
All cheques, financial documents and securities deposited in account are collectable and their value shall not be added to Client account unless they are actually collected as ADEEM may, in any time, credit to account value of any cheque or any other financial document added to account and has not been collected actually. ADEEM is not responsible for any loss resulting from currency differences or error of any collecting bank.
Article 5: Withdrawal from Account
Withdrawal from Account shall be proceeded under from of withdrawals prepared by ADEEM also, withdrawals by electronic means or other cashing document satisfying legal terms and acceptable by ADEEM is permitted as it is signed by Client (or his authorized signatory) subject to provisions of article (3) herein. Blind Client may sign on that document by affix its thumbprint and his personal stamp on with- drawal document.
Article 6: Fees, Charges & Commissions
1.ADEEM shall provide investment services and shall facilitate Client operation through its branches, websites approved to by it against fees, charges and commissions informed to Client as ADEEM shall reserve right to amend fees, charges and commissions at its sole discre- tion, provided Client shall be notified in advance by these amendments in addition to that ADEEM may debit from Client account any agreed fees, charges or commissions after notifying Client thereto. In case that there is no sufficient balance in Client account, ADEEM has the right to make reconciliations and required settlements from account for collecting these dues.
2.ADEEM may without recourse to Client debit all expenses, charges, commissions and administrative services paid by it or its correspon- dence to anybody on behalf of Client.
Article 7: Investment Type
ADEEM shall prepare periodical reports, studies and researches about capital markets and publish them in media or its website as these reports or studies are fair and neutral and may not be considered as recommendations to enter into investments or exit there of. Client shall assess decision of investment by responsibility or obligation for results of these studies, reports and researches.
Article 8: Attorneys
If Client issued a power of attorney, it has to be by the Notary Public Department, or a notary public approved by the Ministry of Justice to open or operate an investment account for his client. The authorized individual must be a relative of the client as a father, mother, son, daughter, grandfather, grandmother, husband, wife, brother or sister; or an authorized individual appointed by heirs to liquidate the invest- ment account of their inheritor and then close it. It’s also to be issued by the client, and must not accept any power of attorney issued by any person on behalf of the client.
ADEEM must verify and check the validity of the power of attorney. It must explicitly state the authorities vested to the authorized individual and must be compatible to the operations requested.
If the power of attorney is accepted, it shall be binding to Client even if Client cancelled or amended this power of attorney under informa- tion published in any public announcement. As power of attorney or authorization is binding and valid until Client notifies ADEEM by writ- ten letter states cancellation of power of attorney or authorization. The Client shall compensate ADEEM for any damages may result from non-notifying of cancellation of power of attorney officially. Additionally, the Client may not claim ADEEM for any damages resulting from any claims or obligations paid by him or suffered by ADEEM due to reliance on power of attorney, operation and management of account by or authorized person therein unless ADEEM notified in written by cancellation of power of attorney.
Article 9: Instructions Issued by Telephone, Internet or Fax
If Client desires issuance of instructions to ADEEM through telephone, internet or fax, he shall sign a certain agreement prepared for this purpose prior to issue these instructions otherwise instructions shall not be considered.
Article 10: Notices & Statements of Accounts
ADEEM shall send, upon a request by Client, notices of operations of account immediately after operation as it shall send statements of account periodically every three months or as agreed by parties to address mentioned herein which included post office box and to last address notified by Client to ADEEM in written. Client my object in written statements of account or notices within (15) fifteen days from notice or statement delivery, as Client shall notify ADEEM directly and immediately in case of change of address for whatever reason.
Article 11: Clearing & Settlement
All Client investment account with ADEEM in any currency deemed as one account. ADEEM is entitled at any time without recourse to Client to merge them. Clear their credit, and debit balances. ADEEM is entitled to withheld or dispose in any way deemed suitable in any secu- rities, commercial papers, negotiable bonds, any monies or other properties of Client under his legal ownership or at disposal of ADEEM and receive value to use them in paying Client obligation as per ADEEM registers without need to notify or get prior approval of Client and without prejudice to ADEEM's right in any other guarantees.
Article 12: Risk Statement
1.The Client acknowledges and agrees that he clearly understands that investing in securities carries the risk of partial and/or total loss of the investment as well as profits, and that in some market conditions, it would be difficult or impossible to liquidate investments.
2.The Client is aware that certain investments which could be the subject of this Agreement in whole or in part are not guaranteed or insured and that any such investments are exposed to losses.
3.The Client acknowledges that ADEEM has informed him of the associated risks of investing in local financial securities, including risks of transfer rates and foreign exchange, and that it is possible for him/her to lose his\her capital.
4.The Client is aware that some investments may be subject to certain restrictions in terms of duration, possibility of exit, sale and redemp- tion, liquidation, transfer and valuation.
5.The Client acknowledges the conditions of the securities markets and the price changes therein, and that ADEEM is not responsible for any loss incurred by the Client unless such loss resulted from infringement or negligence by ADEEM. ADEEM cannot be held liable for any losses arising from any of the following reasons, among others:
- Delay in buying or selling securities, receiving returns, profits or other rights associated with them;
- Stoppage or suspension of trading for any reason;
- Market changes or illiquidity which may affect the price of securities;
- Technical problems in telecommunications, systems or equipment, whether wholly or partially;
- Lack of documentation, representation, legitimacy, or authority pertaining to the Client’s instructions;
- Any action or omission by any corresponding bank, agent, broker, buyer, seller, clearing house, supervisory body, registrar, or any other party to the transaction;
- Fraud, counterfeit or error pertaining to any securities transactions;
- Any technical or mechanical malfunction that affects the means and equipment used to receive and execute the Client’s instructions;
- Holidays or work stoppages affecting local or foreign markets and the people in charge of executing the purchase or sale of securities; and
- Any other situation that is beyond the control of ADEEM.
Therefore, Pursuant to instructions issued by The Client to ADEEM for transacting on account, ADEEM disclaims responsibility for any investment risks may result from The Client’s investment decision and that the decisions of The Client shall be implement without any responsibility as ADEEM’s responsibility is limited to implement instructions issued by The Client.
Article 13: Amendment of Agreement
1.ADEEM reserves right to add, delete or modify any term or conditions herein after notify Client as Client shall be considered accepted this amendment if he uses account after amendment date.
2.Subject to provision of above paragraph, ADEEM shall notify Client on his registered address with any amendments of any terms and conditions of this agreement, if no written objection on amendment received by ADEEM within (10) working days from date of said notification, amendment shall be valid.
Article 14: Closing of Account
1.Client may demand ADEEM to close his account and withdrawal his total balance in case of absence of any obligations.
2.If Client requests closing of account and ADEEM approved request, Client shall incur consequences of account closing, as ADEEM shall send a letter at Client registered address to notify Client of closing of account and balance if any to collect it.
Article 15: Addition/ deletion or amendment of Signature
1.If Client’s desires adding, deleting or amending his current signature or signature of any authorized person, he shall provide ADEEM with application according to specific form approved by ADEEM as signature shall not be amended unless said form is completed.
2.ADEEM shall approve operations performed by Client or any authorized persons and for which documents bear previous signature are issued without any responsibility.
3.Any amendment or addition of signature shall not be valid unless ADEEM approves it in the day next to date of receipt of amendments.
Article 16: Disputes Resolution
Any dispute arising out or in connection with application of this agreement or interpretation thereto shall be settled firstly by amicable ways with observe norms and customs of securities and regulations of ADEEM. If no amicable settlement reached, dispute shall finally resolved by competent judicial bodies in Riyadh, Kingdom of Saudi Arabia.
Article 17: Event of Death, Incapacity or Bankruptcy
1.In case of Client death, incapacity, bankruptcy, or dissolution, (if Client is legal person) under judicial proceeding, ADEEM shall stop oper- ating his investment account, withheld all monies, guarantees, properties payable immediately or in future or withheld with ADEEM in the name of Client as ADEEM shall pay them to successors, creditors or guardians of incapacitated as the case may be according to directives of regulating authorities or bodies.
2.ADEEM may in this case perform clearing stated in article 11 above.
Article 18: Instructions
1.If Client issues instructions for ADEEM including but not limited to purchase, sell, recover or amend any of unexecuted instructions, he shall authorize ADEEM for credit to or debit from his account any amounts resulting from execution of these instructions, as he shall incur all charges, fees and commissions resulting from these instructions.
2.Client shall notify ADEEM of his instructions of purchase or sale in any investment in the manner accepted by ADEEM in written or by telephone, fax, internet or personally and sign specific form as these instructions shall be valid upon receipt.
3.In the time ADEEM makes every effort to perform operations to Client account according to issued instructions, it shall not be responsi- ble in any way for any losses, expenses may arise from delay of operations due to reasons behind ADEEM control as breakdown of system.
4.Client shall informed about nature of investment activities which require ADEEM to perform operations of sale and purchase through entering into agreement with banks, brokers and agents. The terms and conditions of these terms shall apply on agreement with Client, as ADEEM has no responsibility of default or breach and resulting losses or damages due to failure of those parties to implement Client instructions.
Article 19: Termination
Either party may terminate this agreement under written notice to other party provided this termination shall not affect any prior obliga- tions as ADEEM is entitled to settle any dues or obligations by debit from account assets prior to transfer them to Client as ADEEM may terminate agreement in the following cases:
1.If Client breaches terms and conditions of this agreement.
2.If Client’s breaches laws and regulations of Capital ADEEM Authority even if the he has not been warned officially.
3.Instructions by official bodies or implementation of judicial order or procedure for terminating account as ADEEM is not responsible for any damages or losses incurred by Client due these orders.
Article 20: General Provisions
1.All Payment orders, currencies exchange processes, sale or purchase securities and documents inside or outside Kingdom of Saudi Ara- bia and performed by ADEEM on behalf of account holder shall be done at risk of those holders and at their expenses.
2.ADEEM seeks to protect interests of Client, prevents and handles any conflict of interests between Client and ADEEM.
3.ADEEM reserves right to notify official bodies about any information of account holder regarding his subscription in any electronic trans- fer network as necessary.
4. Client acknowledges that he read, understood terms and conditions of this agreement and agrees to abide by the laws and regulations of the CMA and other laws stated by the Kingdom of Saudi Arabia including AML-CTF law and that the information mentioned in the appendix- es of this agreement are correct and accurate as he acknowledge the following:
First: he is the sole responsible towards competent authorities for monies deposited in his account with ADEEM and these monies accrued from legal activities.
Second: he is obliged to update his particulars/ or confirm that there is no changes to the information every three years at least
Third: ADEEM may pursuit, monitor all activities, and processed relating to his account to determine legality any process and notify compe- tent authorities necessary.
Article 21: Applicable Laws
This agreement shall be governed by applicable laws of Saudi Arabia and their amendments issued by official judicial bodies and Capital Market Authority subject to ADEEM compliance with applicable laws and regulations; it may refrain implementing any instructions in violation with theses applicable laws and regulations.