Emirates NBD Capital KSA CJSC – CR# 1010248476 - CMA License No. 07086-37

These Investment Account General Terms and Conditions (“Agreement”) govern the relationship between Emirates NBD Capital KSA, a closed joint stock company with commercial registration number 1010248476 dated 13/04/1429H and authorized and supervised by the Capital Market Authority under license number 07086-37 with its registered office at PO Box 341777, Riyadh 11333, Kingdom of Saudi Arabia ("ENBD Capital KSA”, or the “Company”) and any natural or legal person who opens an Account and/or avails of any Services from the Company (hereinafter referred to as “Clients” or “you”) .

By submitting an application to open an Account or effecting a transaction on an Account, or requesting or using a Service, you confirm to have read, understood and accepted this Agreement, together with any Client Agreement (defined below) executed or accepted by you and agree to be bound by them . You will also be bound by this Agreement and any Client (including future amendments) by acceptance through any electronic or other method of acceptance prescribed by the Company from time to time .

1. DEFINITIONS AND INTERPRETATION

   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 ENBD Capital KSA , including Investment Account and Portfolio Account for the purposes of conducting securities business or availing of any other Services offered by the ENBD Capital KSA, including but not limited to investment management services and trading in Investments and holding cash in any currency;

      "Agreement" means this Investment Account General Terms and Conditions (including any Schedules) as amended or supplemented from time to time;

      “Assets” means those rights, privileges, title, benefits and/or interests, whether present or future, certain assets, including but not limited to S ecurities or Other Properties ;

      "Business Day" means a business day in the Kingdom of Saudi Arabia in accordance with the official working days of the CMA;

      "Capital Market Institution" means a person authorized by the CMA to carry out securities business ;

      “Capital Market Institutions Regulations” means the regulations of the same name Issued by the Board of the Capital Market Authority Pursuant to its Resolution Number 1-83-2005 Dated 21/05/1426H Corresponding to 28/06/2005G Based on the Capital Market Law , and Amended by Resolution of the Board Of the Capital Market Authority Number 1- 94 - 2025 Dated 9 / 3 / 1447H Corresponding to 1 / 9 / 2025G (as amended or re-enacted from time to time).

      “Client Money” means money in any currency that the Company receives from or holds for, or on behalf of, the Client in the course of or in connection with providing any Services, including investment management services under this Agreement, as more fully described in the Authorized Persons Regulations ;

      "CMA" means the Capital Market Authority of Saudi Arabia;

      “CML” means the Capital Market Law of Saudi Arabia promulgated pursuant to Royal Decree No. (M/30) dated 2/6/1424H – 31/7/2023 (as amended or re-enacted from time to time) ;

      "Conditional Order" means an order of which the ultimate execution depends on the fulfillment of a specified condition including but not limited to Tadawul index levels;

      "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 ENBD Capital KSA to provide services relating to Investments or Accounts including but not limited to ENBD Capital KSA's affiliates, agents, representatives and associates and their respective officers, directors and employees;

      “Custodian” means a custodian, nominee and/or portfolio administrator to undertake nominee services, custody duties and responsibilities in relation to the Portfolio Account;

      "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;

      “Discretionary Investment Management Services” means, the right vested in the Company to act, refrain from acting or otherwise to purchase, acquire, sell, dispose of, retain, exchange or hold Assets on behalf of the Client based on the Client’s Investment Risk Profile and investment objectives and restrictions, without any particular instructions, consent or confirmations from the Client prior to entering into any transaction in relation to an Investment.

      "ENBD" means the Emirates NBD Bank of Saudi Arabia;

      "ENBD Capital KSA Platform" means any electronic platform, including a platform proprietary to ENBD Capital KSA or a third party channel, made available by ENBD Capital KSA to Clients to open an Account and/or access a ny Service, including without limitation telephone, fax, video, chat, email, SMS, mobile applications , which includes Online Services, Mobile Services and Telephone Services. ;

      "ENBD Capital KSA Website" means ENBD Capital KSA's website as amended and/or updated from time to time;

      “Emirates NBD Capital KSA Mobile App” means ENBD Capital KSA’s mobile application for iOS and Android operating systems;

      "Encumbrance" means any mortgage, charge, pledge, lien or any other form of security interest, restriction or reservation whatsoever;

      "Executable Quote" means when a quote is priced at or within the specified price band;

      “Execution Only Services” means the carrying out and execution of investments in Assets pursuant to the Client Agreement which is based solely on the Client’s instructions without further involvement from the Company and where the Company does not provide you with recommendations or advice in respect of any Assets;

      "Forms" means all the forms required by ENBD Capital KSA to be completed by the Client in order for the Client to be accepted as a Client of ENBD Capital KSA including but not limited to all account opening forms and documentation, such as, Know Your Customer documentation and a risk profiling questionnaire , whether executed and submitted physically or electronically through ENBD Capital KSA Platform, as may be stipulated by ENBD Capital KSA from time to time;

      “Group” means a group entity of the Company;

      "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 Capital Market Institutions Regulations and Investment Funds Regulations as amended and re-enacted from time to time.

      "Independent Custody Framework" means circumstances where ENBD Capital KSA executes transactions on behalf of the Client which are settled by an independent custodian in accordance with the 'independent custody framework model' as adopted by Tadawul and as described by Tadawul on its website from time to time;

      “Individual Client” means natural persons;

      "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 ENBD Capital KSA, the internet (including through Online Service or Mobile Service ), any participating national securities exchange or association, and any other exchange, organization, 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");

      “Institutional Client” means any of the following: a. the Government of the Kingdom or any supranational authority recognised by the CMA . b. companies fully owned by the government or any government entity, either directly or through a portfolio managed by a Capital Market Institution authorised to carry on managing business. c. any legal person acting for its own account and be any of the following: 1) a company which owns, or is a member of a group which owns, net assets of more than 50 million Saudi Riyals; 2) an unincorporated body, partnership company or other organisation which has net assets of more than 50 million Saudi riyals. 3) a person acting in the capacity of director, officer or employee of a legal person and responsible for its securities activity, where that legal person falls within the definition of paragraph (c/1) or (c/2). d. a company fully owned by a legal person who meets the criteria of paragraph (b) or (c). e. an investment fund. f. a counterparty;

      “Qualified Client” means any of the following: A) a natural person who meets at least one of the following criteria: 1) has carried out at least 10 transactions per quarter over the last 12 months of a minimum total amount of 40 million Saudi Riyals on securities markets; 2) his net assets is not less than 5 million Saudi Riyals. 3) Works or has worked for at least three years in the financial sector in a professional position related to investment in securities. 4) holds a professional certificate in securities business and accredited by an internationally recognised entity. 5) holds the General Securities Qualification Certificate that is recognised by the Authority and has an annual income that is not less than 600,000 Saudi Riyals in the last two years. 6) being a client of a Capital Market Institution authorised by the CMA to conduct managing activities, provided that the following is fulfilled: a. the offer shall be made to the Capital Market Institution, and that all related communications be made by it. b. the Capital Market Institution has been appointed on terms which enable it to make investment decisions on the client’s behalf without obtaining prior approval from the client. 7) registered persons of a Capital Market Institution if the offer is carried out by the Capital Market Institution itself. B) a legal person, which meets at least one of the following criteria: 1) any legal person acting for its own account and be any of the following: a. a company which owns, or which is a member of a group which owns, net assets of not less than 10 million Saudi Riyals and not more than 50 million Saudi Riyals. b. any unincorporated body, partnership company or other organisation which has net assets of not less than 10 million Saudi Riyals and not more than 50 million Saudi riyals. c. a person acting in the capacity of director, officer or employee of a legal person and responsible for its securities activity, where that legal person falls within the definition of paragraph (1/a) or (1/b). 2) clients of a Capital Market Institution authorised by the CMA to conduct managing activities, provided that the following is fulfilled: a. the offer shall be made to the Capital Market Institution, and that all related communications be made by it; and b. the Capital Market Institution has been appointed on terms which enable it to make investment decisions on the Client’s behalf without obtaining prior approval from the Client.

      “Retail Client” means Any client who is not a Qualified Client or an Institutional Client.

      “Investment Account means an accounting record created by ENBD Capital as per the Implementing Regulations, for the Client Money deposited in a Client’s Account opened by ENBD Capital to fund the Client’s transactions in Securities and reflets all the details of the transactions in respect of that Account;

      “Investment Account Instructions” means the Investment Account Instructions made by the CMA pursuant to its resolution No. 4-39-2016 dated 25/6/1437H corresponding to 3/4/2016G based on the Capital Market Law Issued by Royal Decree No. M/30 dated 2/6/1424H as amended and re-enacted from time to time;

      "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;

      “Investment Manager” means ENBD Capital KSA;

      “Investment Risk Profile” means, in relation to a Client, the set of risk–return parameters and constraints determined by the Company based on information provided by the Client (including any Suitability Questionnaire and onboarding or Know Your Customer data) and other relevant information, comprising without limitation: the Client’s investment objectives, time horizon, knowledge and experience, risk tolerance and capacity for loss, liquidity and cash-flow needs, diversification/concentration limits, leverage or margin appetite (if any), currency exposure tolerance, product/market restrictions (including use of derivatives and complex products), and any stated sustainability/ethical preferences; as documented in the Suitability Report (where applicable) and updated from time to time. The Company may rely on the then-current Investment Risk Profile until it is amended or the Client notifies the Company of a material change;

      "Investments" means all Securities and Other Property;

      "IVR" means Interactive Voice Response system;

      “KSA” means the Kingdom of Saudi Arabia;

      “Mobile Services” means any Service provided through any mobile application, including Emirates NBD Capital KSA Mobile App that allows the Client to, among other things, to open Accounts and/or avail of Services, including place orders to effect transactions in Investments, receive confirmations and account statements and receive and obtain information, as may be facilitated by the Company from time to time;

      “Non-Discretionary Investment Management Services” means, the right vested in the Company to act, refrain from acting or otherwise to purchase, acquire, sell, dispose of, retain, exchange or hold Assets, strictly subject to express instructions from the Client for each Investment

      "Online Services" means any Services provided through the internet, including the Emirates NBD Capital KSA Online platform, that allows the Client to, among other things, open Accounts, and/or avail of Services, including place orders to effect transactions in Investments, receive confirmations and account statements and receive and obtain Information, as may be facilitated by the Company from time to time;

      "Other Property (ies)" means any cash in any currency, commodities of every nature or any rights or interests in the same and includes Murabaha and similar transactions;

      “PDPL” means the Personal Data Protection Law of KSA, as amended from time to time;

      “Portfolio Account” or “Portfolio” means the non–unitized portfolio of investments and other assets including uninvested cash, pending trades, investments, deposits, securities and any other asset pledged, subscribed or entrusted by the Client from time to time to the Company and held in a nominee’s name under the terms of this Agreement.

      “Portfolio Specifications” means the purpose and characteristics of the investments, performance objectives and any restrictions on investing, as agreed between the Client and the Company, including where applicable, the portfolio specifications from the Clients in relation to Non-Discretionary Investment Management Services or Discretionary Investment Management Services.

      " Securities " means any shares, stocks, other equity instruments, debt instruments, debentures, bonds, warrants, certificates, units, collective investment schemes, treasury bills, certificates of deposit, loan notes, sukuk, money market instruments, Derivatives, futures, contracts for differences, long term insurance contracts, commercial paper , funds (in each case whether listed or unlisted) and any right or interest in any of the foregoing including any instrument which falls within the definition of "securities" in the Implementing Regulations;

      “Securities Depository Center” means the Securities Depository Center Company (Edaa), a closed joint stock company incorporated in the Kingdom of Saudi Arabia and fully owned by Tadawul.

      “Securities Depository Center Rules” means Securities Depository Center Rules made by the CMA pursuant to the Capital Market Law under Resolution Number (2-17-2012) Dated 8/6/1433H corresponding to 29/4/2012G as amended and re-enacted from time to time.

      "Services" means any product or service offered by ENBD Capital KSA to its Clients physically or through any ENBD Capital KSA Platform, which includes (but is not limited to) services specified in clause 7 .a(i)-(xi i ) of this Agreement;

      “Settlement Date” means the date on which a trade of any Investment ordered by the Client must be settled on a delivery versus payment basis, as determined by Tadawul in respect of different types of Investments.

      "Settlement Failure" means:

      1. Failure by the Client to have, on a Settlement Date:
         1. Sufficient funds in the Client's Account to settle any purchase orders entered into by ENBD Capital KSA on behalf of the Client; or
         2. Sufficient quantity of Investment to settle any sell orders entered into on behalf of the Client by ENBD Capital KSA;
      2. Where an independent custodian has been appointed by the Client, rejection by that custodian of a trade or execution order; or
      3. Any other event or circumstances which ENBD Capital KSA, acting reasonably, determines will lead to failure of a trade entered into on by ENBD Capital KSA behalf of the Client not being executed and which is outside of the control of ENBD Capital KSA.

      "SMS" means short message service;

      "Stop Loss Limit Order" means an order to buy or sell a security when the market price reaches a specified level requested by the client;

      "Stop Price" means the price level which the client has requested to execute an order;

      “Structured Product(s)” means the various structured products, each being a a pre-packaged Investment that has embedded options related to a single security/stocks, a basket of securities, indexes, commodities, debt, credit and or/foreign currencies, offered /arranged by the Company for the Client from time to time , including but not limited to structured investments, structured deposits and dual currency investments;

      "Tadawul" means the Saudi Stock Exchange;

      "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;

      "Username" means the customer’s registered email address and/or a unique combination of letters and/or numbers as selected by a Client or designated by the Company or otherwise or such other identifies as deemed appropriate by the Company from time to time, which can be used to identify the Client and/or the Client’s transactions.

      "VAT" means value added and/or other similar taxes applicable in accordance with the VAT Law.

      "VAT Law" means value added tax law of the Kingdom of Saudi Arabia and its implementing regulations.

2. INTERPRETATION

   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. Clause headings are purely for ease of reference and do not form part of or affect the interpretation of this Agreement.
   3. References to Clauses and Schedules are to Clauses of and Schedules to this Agreement.
   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.
   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.
   6. The provision of Services by the Company is governed by this Agreement together with any Form for opening any Account or for availing of any Service, Privacy Policy, Schedule of Charges, any power of attorney provided by the Client authorizing a third party to provide instructions to the Company on the Client’s behalf and any other applicable documentation in relation to the Account/ Services, product specific agreements/notices/forms/terms and conditions in relation to the Investment Account (including any amendments thereto from time to time) , which read together with this Agreement, form the client agreement the “ Client Agreement ” ) . For specific products subscribed to by the Client, the relevant Client Agreement in relation to the Product shall be binding on the Client in addition to this Agreement .

3. COMMENCEMENT

   1. This Agreement shall, subject to paragraph (b) below, have immediate effect upon your execution or acceptance of a Client Agreement (either physically or through any mode or channel including ENBD Capital KSA Platform acceptable to the Company) to open an Account or to avail of any Service offered by the Company. By proceeding to open an Account or to avail of a Service offered by the Company, the Client confirms to have read and understood and agrees to be bound by the terms of this Agreement, together with the applicable Client Agreement.
   2. Provision of specific Services by the Company shall be subject to requisite funds for providing such Services being deposited by the Client with the Company (and accepted by any underlying administrator or Custodian that may be employed by the Company from time to time, as applicable) for the purposes of establishing and investing in the Portfolio Account. No transaction will be made on your instructions if there are insufficient funds in the relevant Account to execute such transactions.
   3. This Agreement replaces any agreement that the Client has previously executed with ENBD Capital KSA, including for the purpose of:
      1. Opening an Account with or availing of a Service from ENBD Capital KSA;
      2. Executing transactions in Saudi Securities listed on the Tadawul; and/or
      3. Executing transactions in Securities listed or admitted to trading on a market outside the Kingdom of Saudi Arabia.
      The Client should read this Agreement carefully and understands its terms before availing of any Services from the Company.

4. ACCOUNT OPENING

   1. The Client may open an Account with ENBD Capital KSA for the purposes of availing of the Services offered by ENBD Capital KSA, including investment management services and/or the securities business including but not limited to, the purchase and sale of Securities on the Tadawul, through the ENBD Capital KSA Platform or through execution of relevant documentation physically or through any other means acceptable to ENBD Capital KSA. ENBD Capital KSA reserves the right to reject the Client's application to open an Account at ENBD Capital KSA’s absolute discretion and without providing any reason for such rejection.
   2. Upon the opening of an Account, the Client shall create his or her own Username and password for the purpose of accessing the Account and using the applicable ENBD Capital KSA Platform.
   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 ENBD Capital KSA, a minimum amount of funds as notified to the Client by ENBD Capital KSA from time to time (the “Minimum Amount”).
   4. In the event that the Minimum Amount is increased or decreased by ENBD Capital KSA, ENBD Capital KSA shall notify the Client accordingly.

5. CLIENT CLASSIFICATION

   1. Subject to applicable laws, including extant regulations of CMA, ENBD Capital KSA 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 ENBD Capital KSA to the Client. The Client agrees to provide ENBD Capital KSA all such information as may be required by ENBD Capital KSA which information shall be true and correct in every particular and the parties agree that ENBD Capital KSA shall be entitled to place its reliance on all such information provided by the Client to ENBD Capital KSA.
   2. Before conducting securities business with or for the Client, ENBD Capital KSA, in compliance with the extant regulations of CMA, must classify the Client as one of the following based on the information provided by the Client:
      1. a Retail Client;
      2. a Qualified Client; or
      3. an Institutional Client.
   3. The Client acknowledges that the Client cannot be classified as more than one of the categories set out in paragraph (b) above.
   4. ENBD Capital KSA shall make a record of such classification established for the Client, including sufficient information supporting such classification.
   5. ENBD Capital KSA shall always endeavor to give the Client high quality advice when it is agreed that ENBD Capital KSA shall provide such advice or when the same is required as part of ENBD Capital KSA’s Services to the Client. ENBD Capital KSA will only give advice to a client who has been designated as a “Retail”, “Qualified” or “Institutional” within the meaning of the Implementing Regulations. The Client agrees not to rely on any statement or opinion of any employee of ENBD Capital KSA unless that statement or opinion is given by ENBD Capital KSA in writing to the Client whilst the Client is under a designation of “customer” or “counterparty” within the meaning of applicable Implementing Regulations.
   6. ENBD Capital KSA may take, or omit to take, any action it considers necessary to ensure compliance with the Capital Market Law, the Capital Market Institutions Regulations and any other applicable laws or regulations and it will not be liable in respect of any such action taken in good faith. Whatever ENBD Capital KSA does or fails to do in order to comply with such laws and regulations shall be binding on the Client.
   7. Certain services and investment products described in this Agreement may not be available to all clients and may be restricted by law or regulation to Qualified Clients or Institutional Clients only. The availability of each Services is subject to client categorization in line with the CML and the Capital Market Institutions Regulations.

6. SUITABILITY AND APPROPRIATENESS

   1. Before providing advice or executing a recommended transaction for a Retail or Qualified client, the Company will give the Client a suitability report summarizing the Client’s objectives and risk tolerance, the disadvantages/risks of the advice or transaction, and our reasons why it is suitable for the Client, based on information provided by the Client and other relevant facts.
   2. Where the Company provides Execution Only Services, the Company will act on the Client’s instructions in accordance with the applicable law.
   3. Where required by the applicable law for any other Service (excluding Execution Only Services), the Company will determine whether the investment in question is appropriate and/or suitable for the Client. The Company will not be able to decide if the investment or Asset in question is appropriate and/or suitable if the Client offers insufficient or inaccurate information.
   4. The Company relies on the information provided by the Client at the time of availing the Services and as may be updated from time to time, when assessing whether an Investment is suitable and/or appropriate, as applicable, for the Client.
   5. The Company is not liable if the information submitted by the Client to the Company is incomplete, misleading or changes and becomes erroneous, unless the Client notifies the Company of such changes.

7. SERVICES

   1. The terms of this Agreement shall apply to all of the Services provided to the Client by ENBD Capital KSA. The Services provided by ENBD Capital KSA includes the following:
      1. Execution of trades in domestic Saudi Securities listed on the Tadawul;
      2. Execution of trades in Securities listed or admitted to trading on a market outside KSA;
      3. Services relating to the safe-keeping of Investments;
      4. Non-Discretionary Investment Management Services (including advisory and execution only trades);
      5. Discretionary Investment Management Services, subject to any limitations stated in the Investment Management Agreement, including Portfolio Specifications;
      6. Customer borrowing services specifically for trading purposes only;
      7. Securities lending services;
      8. Margin trading services;
      9. Option trading services;
      10. Derivative trading services;
      11. Arranging for or providing custody services; and
      12. The provision of Investment research and other types of Information including through the ENBD Capital KSA Platform.
   2. If availing of any Services offered by the Company, including those specified in Clause 7.a above, carries additional terms or risk factors, which, in the view of the Company, require additional/supplemental agreements to be entered into by the Client, the Client will be required to execute any such additional agreements in order for the Client to be entitled to avail of such Services.
   3. ENBD Capital KSA 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. ENBD Capital KSA will notify the Client of such restrictions, if any. Such notices shall supplement and form part of this Agreement.
   4. The Client acknowledges that ENBD Capital KSA may, subject to applicable laws and regulations, 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 ENBD Capital KSA may determine at its discretion, including if ENBD Capital KSA determines that the Client has breached this Agreement or any other agreement between the Client and ENBD Capital KSA.
   5. The Services may be delivered and performed by the Company or the Company may appoint an agent or Correspondent to deliver and perform the Services to the Client. The Client authorizes the Company to appoint such Correspondents as the Company may deem fit.
   6. Subject to applicable laws and regulations, Assets may be registered in your name or in the name of ENBD Capital KSA or its agents. Where Assets are registered in the name of ENBD Capital KSA or its agents, the Assets shall be held by ENBD Capital KSA or its agents as the case may be, as a nominee acting on your behalf and for your benefit pursuant to the Client Agreement. In respect of any Asset in relation to an Investment to be made by ENBD Capital KSA on your behalf on a nominee basis, you acknowledge that you will be the beneficial owner of such Assets and will be bound by the terms of the Assets and agree to bear any expenses and/or losses arising from such Investments and ENBD Capital KSA will not be liable for the same. With regard to such Investments, you hereby authorise ENBD Capital KSA, without any further notice to:
      1. arrange for execution of Investments on your behalf; and
      2. arrange on your behalf, if ENBD Capital KSA is of the view that it is expedient or beneficial for its clients to do so, any transaction or series of transactions in relation to such Investments, by amalgamating such Investment(s) with transactions on behalf of other clients of ENBD Capital KSA as part of one single transaction to be made collectively for the benefit of several clients of ENBD Capital KSA.
   7. The Company will only provide the particular Services requested by the Client from time to time.
   8. The Client acknowledges and agrees that in the case of Non-Discretionary Investment Management Services, the information provided by the Client in the Investment Risk Profile is relied upon by the Company in order for the Company’s investment advisors to provide the Client with proposals in respect of any investment the Client decides to make and in respect of which the Client instructs the Company to do so on the Client’s behalf.
   9. The Client acknowledges and agrees that, except for Execution Only Services, that the Investment Risk Profile and any Investments made for and on the Client’s behalf in accordance with these General Terms are in all cases subject to the Company’s prevailing strategic and tactical allocation policies, as amended from time to time, which can be provided to the Client upon the Client’s request.
   10. The Client understands and acknowledges that the Company now acts, or may in the future act, as an investment advisor to fiduciary and other managed accounts or to other investment companies either on a discretionary or non-discretionary basis.
   11. In the case of Discretionary Investment Management Services, the information provided by the Client in the Investment Risk Profile and the details of investment objectives and restrictions provided by the Client to the Company are relied upon by the Company in order to make decisions to invest on behalf of the Client.

   1. INVESTMENT MANAGEMENT SERVICES

      Types of Investment Management Services: Company will provide the following types of investment management services to its Clients:

      1. Discretionary Investment Management Services; and
      2. Non-Discretionary Investment Management Services, including Execution Only Services.

   1. Discretionary Investment Management Services:

      1. The Company will only provide Discretionary Investment Management Services at the request of the Client and provided the Client has executed separate documentation as may be stipulated by the Company and agreed to the investment parameters with the Company (which will form part of the Client Agreement), strictly subject to any conditions set out in such Client Agreement .
      2. Under Discretionary Investment Management Services, subject to any instructions, applicable law and any other provisions of the Client Agreement, the Company shall have full authority at its sole discretion, without prior reference to the Customer, as agent and in the name of the Client and at such times as the Company determines fit, to make decisions to enter into transactions on behalf of the Client, including without limitation:
         1. to buy, sell, exchange, redeem, hold, convert or otherwise deal with assets of any nature;
         2. to subscribe to issues and apply for offers for sale and accept placings;
         3. to provide any undertaking in relation to offers, placings or rights conferred by a particular investment;
         4. to effect transactions in regulated or unregulated collective investment schemes, investment trusts or unit linked funds;
         5. to exercise or refrain from exercising any right conferred by a particular investment to buy, sell, subscribe for, exchange or redeem an investment;
         6. to exercise any governance or ownership right conferred by a particular investment;
         7. to enter into foreign exchange transactions;
         8. to enter into any Derivative transactions; and
         9. generally, to enter into any kind of transaction or arrangement .
      3. When requesting to avail of Discretionary Investment Management Services, subject to instructions, applicable laws/regulations and the terms of the relevant Client Agreement, the Client authorises the Company to:
         1. select and use such counterparties or trading venues to effect transactions on behalf of the Clients;
         2. give instructions for the opening of accounts in the Client’s name and the operation of such accounts;
         3. negotiate, amend, execute, sign, deliver or otherwise bring into effect all such agreements, master agreements, confirmations, account opening documents, contracts, deeds, other instruments, notifications, warranties, undertakings, representations and indemnities in the name of, binding against, and on behalf of the Client;
         4. give instructions to any Custodian to transfer cash or securities held by the Custodian on behalf of the Client in connection with the settlement of transactions; and
         5. take any other action (including, without limitation, day-to-day decisions) which the Company reasonably considers to be necessary, desirable or incidental to carry out the Services under the Client Agreement.

   2. Non Discretionary Investment Management Services:

      1. Company will provide Non-Discretionary Investment Management Services including advisory services and Execution Only Services at the Client’s request and subject to the terms of the relevant Client Agreement .
      2. For availing of Non-Discretionary Investment Management Services, the Client agrees to execute / submit the Portfolio Specification and such other documentation as stipulated by t he Company from time to time, either physically or through any other channel acceptable to the Company , including ENBD Capital KSA Platform or verbal request .
      3. When a Client requests for Non-Discretionary Investment Management Services, the Client acknowledges and agrees that:
         1. no recommendation nor proposal on an investment opportunity made by the Company to the Client as part of advisory service indicates or guarantees results;
         2. any recommendation or proposal on an investment opportunity made by the Company to the Client pursuant to advisory service is a recommendation or proposal only, is deemed relevant by the Company only at the time it is made, and no such recommendation or proposal is, or will be deemed to be, an offer from the Company to the Client to invest in any product
         3. while the Company endeavours to ensure the accuracy and reliability of any financial information provided, it does not guarantee its completeness or suitability for the Client’s specific investment objectives. The Client acknowledges that any investment decisions made based on such information, including transactions made pursuant to the Client’s instructions, are at the Client’s own discretion and risk. This does not affect the Company’s obligations under applicable law
         4. Client has read and understood the terms of the relevant Client Agreement, including any documentation specific to the Investment under consideration (“Product Documents”) fully understands the risks associated with each Investment; any decision to make an Investment is entirely the Client’s own and entirely at the Client’s own risk, whether pursuant to a proposal or recommendation of the Company or in line with the financial information or otherwise, and the Client irrevocably undertake s to consult its own professional advisers (other than the Company ) regarding all aspects related to the Investments which the Client make s , or intend s to make ;
         5. past performance of Assets is no guarantee of future performance of such Assets or assets similar to such Assets ;
         6. The Company has no obligation to originate or bring investment opportunities to the Client or to update any information or views previously provided; the Client remains responsible for determining whether to act on any information; and
         7. The Company will not take any action without the Client’s prior written or verbal request or consent, and all investment decisions shall be solely at the Client’s discretion.
      4. Prohibited Acts: In case of Non-Discretionary Investment Management Services and Execution Only Services, the Company shall not (i) borrow on the Client’s behalf against the security of the Portfolio or enter into any contract requiring additional funds other than to meet settlement timing differences of up to sixty (60) days; (ii) lend or deposit by way of collateral any documents of title or other property belonging to the Client with a third party; or (iii) commit the Client to underwrite any issue or offer for sale of Securities; in each case unless expressly permitted by applicable law/regulations and specifically authorized in writing by the Client.

   3. Execution Only Services:

      1. The Company will only provide Execution Only Services at the request of the Client (submitted physically, verbally or through any electronic channel including ENBD Capital KSA Platform, acceptable to the Company and , subject to any conditions set out in the relevant Client Agreement.
      2. Subject to the express instructions by the Client , the Company may provide Execution Only Services and carry out and execute, on the Client’s behalf, transactions in Investment s on an “execution only” basis. Execution Only Services will be available to the Client only if the Client is availing of Non-Discretionary Investment Management Services from the Company.
      3. When a Client obtains Execution Only Services from the Company, the Client represents, warrants and agree that:
         1. all investment decisions in respect of an Investment on an execution only basis are initiated and undertaken solely by the Client after fully understanding the risks associated with such Investments and at the Client’s own risk, without the provision of any advice, proposal, recommendation, urging or otherwise from the Company ;
         2. the Company is entitled in its sole and absolute discretion to refuse to carry out an Investment pursuant to an execution only instruction from the Client , if in the view of the Company , such transaction is not suitable for the Client as a matter of applicable l aw, due to the Investment Risk Profile or otherwise;
         3. where the Company has provided the Client with an explanation of the terms of an Investment or its performance characteristics, such explanation does not itself amount to advice on the merits of the Investment and has been provided solely to enable the Client to make his/her/its own trading decisions;
         4. the Company takes no responsibility whatsoever for the Client’s decision or instruction, to make an Investment;
         5. the Company takes no responsibility for any aspect of the decision or instruction to the Company to make an Investment, gives no advice whatsoever (including but not limited to legal advice, taxation advice or otherwise) and the Client irrevocably undertake to consult an independent professional adviser (other than the Company ) regarding all aspects related to the Investments which the Client make s , or intend s to make ; and
         6. The Company has no obligation to originate or bring investment opportunities to the Client or to update any information or views previously provided; the Client remains responsible for determining whether to act on any information.
      4. For the avoidance of doubt, under Execution Only Services the Company acts strictly on the Client’s instructions and provides no advice, proposal or recommendation, and any explanation of product terms or performance characteristics does not constitute advice.

   2. Structured Products

      1. Structured Products are available to institutional and qualified investors and include transactions in Derivatives and structured investments (each, a “ Transaction ”). Each Transaction’s commercial terms will be set out in the term sheet for the relevant Structured Product.
      2. For Transactions in Structured Products arranged and/or executed on an Execution Only basis, neither the Company nor the issuer provides investment, legal, tax or accounting advice. The Client is responsible for obtaining independent advice and assess the suitability of a Transaction prior to instructing a Transaction.
      3. The Client understands and accepts that investment in or subscription to the Structured Product may be subject to a minimum investment amount specified by the Company and/or the third party issuer of the relevant Structured Product, as specified in the documentation relating to the specific Structured Product, including indicative term sheet, information or offering memorandum or circular, prospectus, application form, final term sheet, pricing supplement or any other relevant document relating to the Structured Product (“ Offering Document ”).
      4. The Company in its capacity as the distributor or arranger of the Structured Products, does not manage the Structured Products after subscription and the Company is under no responsibility to deal with, monitor or give any notification on the Structured Products.
      5. The Client understands and acknowledges that no issuer, manager, distributor, registrar, administrator of a Structured Product or any of their delegates has any responsibility to the Customer for the appropriateness of a Structured Product or for the performance of the Structured Product.
      6. The calculation agent for a Transaction (typically the executing bank or security issuer named in the term sheet) will make determinations, adjustments and calculations in good faith and in a commercially reasonable manner, and its determinations are binding absent manifest error.
      7. Market disruption or adjustments (including for indices, foreign exchange, rates or credit events) and any fallbacks will apply as set out in the term sheet and confirmation.
      8. The Client may receive less than the amount invested if the Client requests early redemption or if a Transaction is terminated early (including following a credit event, illegality, force majeure, tax event, or an additional termination trigger linked to the related deposit). Unwind or break costs and prevailing market factors will impact the amount returned to the Client.
      9. Where specified in the term sheet, if the outstanding deposit principal is less than the swap notional, the executing bank may partially terminate the swap to align with the deposit balance.
      10. Transactions are designed to be held to maturity, a secondary market may not exist and any early sale price (if quoted) may be above or below par.
      11. Structured Products are not protected by any deposit protection scheme or similar safeguard.

   3. TRADING AND SETTLEMENT

      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 ENBD Capital KSA.
      2. 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. Accordingly, the Client acknowledges and agrees that ENBD Capital KSA may choose not to act on a purchase order or instruction from the Client if the Account does not contain at least the Minimum Amount or if ENBD Capital KSA otherwise believes, in its sole discretion, that a Settlement Failure may result from acting on such purchase order or instructions.
      3. 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. Accordingly, the Client acknowledges and agrees that ENBD Capital KSA may choose not to act on a sell order or instruction from the Client if ENBD Capital KSA otherwise believes, in its sole discretion, that a Settlement Failure may result from acting on such a sale order or instructions. The Client further acknowledges that in any event Tadawul's trading system will not allow the execution of a sell order in respect of Securities if the Client does not have a sufficient number of the relevant Securities available in its securities account held with the Securities Depository Center.
      4. In the event of Settlement Failure, the Client indemnifies ENBD Capital KSA for:
         1. All costs, charges, expenses, losses or other amounts incurred by ENBD Capital KSA in relation to the Settlement Failure including in relation to any steps undertaken to remedy the Settlement Failure as permitted under the Implementing Regulations (including, but not limited to, with respect to buying on the open market, optional buy-ins or securities borrowing and lending where the settlement failure occurs with respect to a sell order);
         2. All late settlement fees and other penalties payable to Tadawul, the Securities Depository Centre or counterparties on the trade due to the Settlement Failure; and
         3. Any other applicable liabilities, penalties, losses, costs or charges incurred by ENBD Capital KSA as a result of the Settlement Failure.
      5. The Client represents and warrants to ENBD Capital KSA that none of the Investments is subject to any Encumbrance, and the Client covenants that it will not create or permit to subsist any Encumbrance over any of the Investments unless ENBD Capital KSA consents to such Encumbrance in writing.
      6. The Client, by way of security for the performance of its obligations under this Agreement, hereby irrevocably appoints ENBD Capital KSA to be its attorney and in its name and on its behalf to perform such acts and deeds and execute and deliver such documents and instruments as ENBD Capital KSA may consider necessary or desirable in connection with the correction of any Settlement Failure and the perfection, preservation and/or enforcement of ENBD Capital KSA's rights under this Agreement.
      7. Where the Client has appointed an independent custodian under the Independent Custody Framework (as contemplated in Clause 16.a(iii)), the Client acknowledges that:
         1. Settlement of the Client's trades may be subject to daily settlement limits which are set by the independent custodian with Tadawul; and
         2. the independent custodian may reject buy or sell orders in circumstances permitted by the Securities Depository Centre, the Implementing Regulations or as otherwise may be agreed between the Client, the independent custodian and ENBD Capital KSA.

8. AUTHORISATION

   1. The Client authorizes the Company to appoint any third party from time to time, without any reference to the Client (including any Correspondent) within or outside KSA as its agent/delegate or service provider (including as a part of an outsourcing agreement) to carry out any of the duties and obligations set out in this Agreement and any supplementary agreements or to provide any services to the Company to enable the Company to perform its obligations under this Agreement or any supplementary agreements. The Company shall act in good faith and with reasonable skill and care in the selection, use and monitoring of any such Correspondent/delegate/agent/service provider appointed or retained pursuant to this clause, as required under the applicable laws and regulations.
   2. The Client understands and acknowledges that the Company now acts, or may in the future act, as an investment advisor to fiduciary and other managed accounts or to other investment companies either on discretionary or non-discretionary basis.
   3. The Client understands and acknowledges that the Company and its affiliates may give advice and take action for its accounts, including other entities, which differs from advice given on the timing or nature of action taken for the Client’s portfolio.
   4. The Client acknowledges and agrees that some of the Assets bought for the Client’s portfolio by the Company, or its nominee, contain certain risks including those relating to investment minima and maxima, liquidity and difficulties in valuing some of the Assets. The Client confirms that it is fully aware that transactions in some of the investments present higher risks than transactions commonly carried out by an investment manager on behalf of a client.

9. RESPONSIBILITIES OF THE COMPANY :

   1. The Company may arrange to provide the Client with various investment opportunities from time to time. However, the Company will not be responsible for the suitability or otherwise and/or performance of such investments. The Company has no obligation to bring investment opportunities to the Client’s attention or to update the information or advice provided. Upon receipt of advice from the Company, the Client will decide whether to act upon it by instructing the Company accordingly.
   2. Upon request from the Client, the Company will arrange to establish and maintain such custody accounts with such banks and other institutions as necessary to hold the Portfolio for and on behalf of the Client. The Company and/or the Custodian may appoint at their sole discretion such other institutions, whether within the Kingdom of Saudi Arabia, the United Arab Emirates or in another jurisdiction, as sub-custodian, to hold the Portfolio as necessary, from time to time, and be entitled to replace or change such sub-custodian(s) from time to time. Where investments in the Portfolio are held outside the Kingdom of Saudi Arabia, there may be settlement, legal and regulatory requirements in foreign jurisdictions which are different from those in the Kingdom of Saudi Arabia, and there may therefore be different practices for the separate identification of Client’s assets in those jurisdictions.
   3. The Company shall arrange to manage the Portfolio in accordance with the investment objectives indicated in the Portfolio Specifications. The Portfolio may include, directly or indirectly, units in regulated or unregulated mutual funds, other types of Securities, Sukuk, property (both direct and indirect) and equities. Secured deposits and alternative investments, which may be held from time to time, may carry specific investment risks and the Client should acquaint himself fully with these risks before investing in the Portfolio Account.
   4. The Company will manage the Portfolio Account, as specified in the Portfolio Specifications, and acquire, enter into, terminate, close out and dispose of investments and transactions for the benefit of the Portfolio Account in accordance with the Portfolio Specifications in the case of Discretionary Investment Management Services and subject to specific instructions from the Client from time to time in case of Non-Discretionary / Execution Only Services. The Company shall not be responsible for any loss or damage or any depreciation in value, of any opportunity or realized asset arising from the exercise or non-exercise of the powers or discretions hereby imposed or undertaken.
   5. The Company may, without further reference to the Client:
      1. arrange any transaction or series of transactions for the Client by aggregating these with transactions for other clients to deal collectively for several clients. Should a decision be made to deal collectively, there may be a delay in implementing the Client’s instructions and there may be an impact on the price that the Client may obtain on a trade. The Company shall always have regard to its obligations to execute the transactions on the best available terms and always act in a fair and reasonable manner;
      2. arrange transactions in which the company or an associated company may have, directly or indirectly, a material interest or be a party, provided always that such material interest will not in any way harm or conflict with the interest of the Client; and
      3. The Company represents that it will always seek to act reasonably and fairly on the Client’s behalf.
   6. The Company will not:
      1. borrow on the Client’s behalf against the security of the Portfolio or enter into any contract which may require the provision of extra funds, other than for investment purposes or to meet timing differences in the underlying settlement periods of assets provided always that each individual period does not exceed sixty (60) days;
      2. lend or deposit by way of collateral, documents of title or other property belonging to the Client or a third party; or
      3. commit the Client to underwrite any issue or offer for sale of Securities.

10. ENBD CAPITAL KSA PLATFORM

    1. Company may facilitate all or part of the Services through various electronic channels, including through the ENBD Capital KSA Platform. T he Client ’s access and use of the Services through ENBD Capital KSA Platform shall be subject to:
       1. the terms of this Agreement and relevant Client Agreement, ;
       2. use the Username and password created by the Client when the Client opened the Account; and
       3. having access to applicable computer / mobile hardware and software and/or any electronic communications device, system or service which satisfies at least the minimum standards determined by ENBD Capital KSA at it sole discretion.
    2. ENBD Capital KSA may change its security procedures at any time and , subject to applicable laws, ENBD Capital KSA will notify the Client of any new procedures that apply.
    3. The Client may change his or her password in accordance with the procedures established by ENBD Capital KSA (which procedures may be varied by ENBD Capital KSA from time to time). If the Client forgets his Username or password and is unable to access the ENBD Capital KSA Platform, the Client will be able to retrieve his Username and/or obtain a new password through the ENBD Capital KSA Platform and by the procedures established by ENBD Capital KSA for doing the same.
    4. ENBD Capital KSA hereby grants to the Client, for the duration of this Agreement a license to access the ENBD Capital KSA Platform and use the Services. This license is revocable by ENBD Capital KSA and is non-exclusive, non-sub-licensable, non-transferable and non-assignable. The Client agrees to use the Services through the ENBD Capital KSA Platform at all times strictly in accordance with the terms and conditions of this Agreement and the Privacy Policy .
    5. ENBD Capital KSA shall have sole and exclusive control of the ENBD Capital KSA Platform, and ENBD Capital KSA hereby reserves its sole and absolute right to modify at any time the design, appearance and content of the ENBD Capital KSA Platform.
    6. The Client acknowledges that the Services on ENBD Capital KSA Platform 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 ENBD Capital KSA Platform or with a third party (including Tadawul) or circumstances beyond the control of ENBD Capital KSA. In such circumstances, ENBD Capital KSA shall not be liable to the Client for any failure, interruption or delay in ENBD Capital KSA performing its duties under this Agreement or for the ENBD Capital KSA Platform not being operational or otherwise available for the Client's use.
    7. Should the Client experience difficulties in accessing the Services and using the ENBD Capital KSA Platform, the Client may contact ENBD Capital KSA through any other channels approved by ENBD Capital KSA.

11. ORDERS AND TRANSACTIONS

    1. ENBD Capital KSA may offer certain Services to Clients through ENBD Capital KSA Platform. For registering, logging in and availing of any Services available through any relevant ENBD Capital KSA Platform, including Online Services and Mobile Services, you must follow the steps stipulated in the relevant ENBD Capital KSA Platform to login and access the Services .
    2. By accessing and using ENBD Capital KSA Platform, t he Client authorizes ENBD Capital KSA to accept and execute the Client's orders and instructions through the ENBD Capital KSA Platform and other channels as may be determined by ENBD Capital KSA , subject to the provisions of this Agreement and/or other supplemental agreements or Client Agreements . ENBD Capital KSA reserves the right to refuse to accept or to cancel an order or instruction at is sole discretion.
    3. The Client may be permitted to place a request to ENBD Capital KSA to cancel an order after the Client has placed that order. The Client hereby acknowledges and agrees that ENBD Capital KSA may not be able to cancel an order placed by the Client including in circumstances where the cancellation request is not received by ENBD Capital KSA in sufficient time prior to the execution of the Client's order. ENBD Capital KSA, in its sole discretion, reserves the right not to act upon a cancellation request from the Client. ENBD Capital KSA 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 affected orders. An order effected through other channels shall be deemed to be received in accordance with the terms of the applicable supplemental agreement or other Client Agreements and may only be cancelled where permitted in accordance with the terms of the applicable supplemental agreement.
    4. Subject to applicable laws and regulations, ENBD Capital KSA may aggregate the Client's orders with ENBD Capital KSA's own orders and orders of other clients. By combining the Client's orders with those of other clients, ENBD Capital KSA must reasonably believe that this is in the overall best interests of its clients. However, aggregation may result in the Client obtaining a less favorable price in relation to a particular order.
    5. ENBD Capital KSA will adhere to its best execution policy in respect of transactions which it undertakes for the Client . ENBD Capital KSA shall take reasonable care to obtain the result which is the best available result for the Client.
    6. The Client hereby acknowledges that all transactions in the Account shall be subject to:
       1. the constitution, applicable laws, rules, regulations, customs and usage of the various securities exchanges or markets and their clearing house, if any, where transactions are executed by ENBD Capital KSA; and
       2. ENBD Capital KSA's internal procedures, review and approval.
    7. The Client agrees that the Company may act upon orders and instructions received by the Company through any ENBD Capital KSA Platform, including facsimile, telephone, IVR, Email, Mobile Services, the Online Services, the Telephone Services and any other channels with regard to the Client’s Account(s) with the Company, including without limitation, with regard to funds transfer to and from his investment Accounts, the buying and selling of Securities (including stocks and mutual funds units) and all other investment transactions believed by the Company to be issued by or originated from Client if such instructions purport to be issued or placed by or are believed by the Company to be received from persons authorised to operate the Client' s Account as per the mandate given to the Company in each case whether or not such instructions are genuine and/or authorised. So long as the Company believes in good faith that the instructions are genuine and authorised by the Client, the Company may act upon such instructions and shall not be required to obtain confirmation from the Client that any such instructions are in fact the Client’s genuine instructions.
    8. However, the Company may, at its sole discretion, decline to act upon instructions provided to it through the ENBD Capital KSA Platform and request that the Client provide a written confirmation prior to acting upon an instruction and the Client shall not hold the Company liable for any loss sustained by the Client owing to such failure of the Company to act upon instructions in the absence of such written instructions from the Client.
    9. The Client agrees to exonerate/indemnify the Company, its directors, officers, employees, agents and advisors against any claim in regard to loss, cost, damage, expenses (including legal fees, costs and expenses on a full indemnity basis), liability or proceedings which they may directly or indirectly suffer as a result of the Company or any such, director, officer, employee, agent or advisor acting upon or refraining from acting upon instruction (including any electronic instruction), and/or Client’s use of or inability to use any electronic channel made available by the Company, including ENBD Capital KSA Platform and the Client acknowledges that neither the Company nor any of its directors, officers, agents, advisors or employees shall be under any liability to the Client or to any other person for any loss or damages directly or indirectly caused as a result of acting upon or refraining from acting upon instructions (including any electronic instruction) or in construing or processing such instruction in error, including duplication of transactions/instructions through inadvertence or oversight, negligently or through misdescription (but not including any acts of fraud , gross negligence , or willful misconduct of the Company ) and the Company may debit any of the Client account(s) with any amount paid out pursuant to the receipt of instructions or Client’s use of or inability to use any electronic channel made available by the Company, including ENBD Capital KSA Platform .
    10. The Client acknowledges that telephone calls between the Client and the Company (including verbal requests communicated through telephone calls) may be recorded and that the recordings of any conversations between t he Client and the Company may be used as evidence of requests or instructions, for regulatory requirements or any other purpose in pursuit of this Agreement or any supplementary agreement or other Client Agreements.

12. INSTRUCTIONS AND COMMUNICATIONS

    1. The Client may (unless it is otherwise indicated) give the Company instructions in writing through physical means or through any electronic channel acceptable to the Company, including ENBD Capital KSA Platform, although the Company may at its discretion act immediately on any instruction, however received.
    2. The Company shall be entitled to act upon any communications or instructions received from the Client, whether physical or through any electronic channels, without the need to make further enquiry as to the authenticity or genuineness of the instructions.
    3. No liability shall accrue to the Company pursuant to their acting upon such instructions, provided that the Company has acted in good faith and reasonable belief in the authenticity or genuineness of the instructions. it is under no duty to investigate as to whether any instruction is genuine, or complies with any applicable law, regulation or market practice
    4. The Company is not required to act upon any instruction which it reasonably believes is not genuine, or, to be contrary to law, regulation or market practice and shall not be held liable for any failure to act if it is not satisfied as to the authenticity of any instruction received.
    5. The Company shall not be liable for any loss arising from any delay whilst it obtains clarification or confirmation of instruction or from exercising its right to decline to act in the absence of such clarification or confirmation provided that it shall have acted in a timely manner.
    6. The Company shall be entitled, but not obliged, if it deems it possible to do so, to amend, subject to prior notice to the Client, any instruction in such a manner as to comply with what it reasonably believes to be applicable law, regulation or market practice.
    7. The Client hereby requests the Company to send all communications to them via electronic mail (e-mail), or facsimile (fax) with regard to their investment account(s), and expressly understands and agrees that:
       1. communication through e-mail or fax (including any files or attachments transmitted along with) is confidential and may be legally privileged and is intended solely for the addressee and access to this email or fax by anyone else is unauthorized;
       2. e-mails or faxes are susceptible to change. Any disclosure, copying, distribution, dissemination, forwarding, printing, or any action taken or omitted to be taken in reliance on it or utilizing the same for any purpose other than what it is intended for, is prohibited and may be unlawful and shall not obligate the Company in any manner; and
       3. the Client’s use of the service and any material downloaded or otherwise obtained through the use of the service is done at their own discretion and risk and the Client will be solely responsible for any damage to their computer system or loss of data that results from the download of any such material and the service is provided on an “as is” and “as available” basis .
    8. The Company may accept as sufficient evidence of any instruction or other communication on the Client's behalf through telephone, e-mail, a tested telex, document or facsimile message signed or purported to be signed on the Client’s behalf or unsigned, save in the case of transfers of cash or other assets out of the Portfolio to the Client in which case such transfers shall be requested by notice in writing or such other electronic or other channels acceptable to the Company not less than two (2) business days before the effective date.

13. REPORTING, VALUATION AND DEALING

    1. The Company shall open an investment account for the Client in which all Client related transactions shall be recorded. The Client shall be entitled to request a statement pertaining to this account during official business hours.
    2. The Company shall provide periodic valuation statements to the Client on a quarterly basis setting out the value and composition of the Portfolio and all information required by the Capital Market Institution Regulations, including details of any transaction executed on the Client's behalf for the relevant period as well as accrued, but unrealized, profit.
    3. The Client acknowledges and agrees that the Company is not obliged to provide contract notes in respect of investments bought and sold for the Portfolio where the Company is acting as an investment manager on a Discretionary Investment Management basis .
    4. The Company’s records shall be considered conclusive evidence of the obligations and rights of the Client vis-à-vis the Company and the Client hereby accepts such records to constitute conclusive evidence against him / her / it .
    5. All dealings will be executed by the Company or an appointed party acting on behalf of the Company to the Portfolio Account on a best endeavors basis. It should be noted that collective investment schemes will be dealt on a forward pricing basis and the price realized or acquired may differ from any estimates or historical prices previously given.
    6. All proceeds of redemptions will be paid in accordance with the applicable payment instruction. All proceeds will be paid as and when the total of all proceeds become collectively available. Notification and dealing dates of some of the underlying investments may mean that there could be a delay in the payment of portions of the Portfolio. The Company will not be held responsible for any loss (direct, indirect or opportunity) arising as a result of any delay in liquidation of any asset(s).
    7. Additional investments into the Portfolio Account can be made at any time and the Company will invest these monies as soon as possible. Redemptions may require a notice period. This period will be determined by the nature and duration of the investments by any underlying manager or dealer or broker in any security held by the Portfolio Account.

14. CONTRACT NOTES AND STATEMENTS OF ACCOUNT

    1. The Client understands and agrees that ENBD Capital KSA 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 ENBD Capital KSA's internal policy as in effect from time to time.
    2. If the Client identifies any discrepancy, error or omission in any contract note or statement, the Client undertakes to notify ENBD Capital KSA of such matters in writing and in any event:
       1. in relation to contract notes, no later than twenty four (24) hours from the date of issuance of the contract note to the Client; or
       2. 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 to the Client.
    3. The Client agrees that all order confirmations, account statements and communications are truthful, accurate and complete, and that ENBD Capital KSA can rely conclusively on the Client's acceptance thereof, unless ENBD Capital KSA receives the Client's written objection within the time periods stipulated above. Notwithstanding the foregoing, the Client acknowledges that his continued use of any relevant ENBD Capital KSA Platform, including Online Services or Mobile 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 such ENBD Capital KSA Platform.
    4. ENBD Capital KSA 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.

15. SPECIAL COMMISSION ARRANGEMENTS

    1. The Client acknowledges that ENBD Capital KSA 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. ENBD Capital KSA will only enter into a special commission arrangement if the following conditions are met or otherwise in accordance with the Implementing Regulations:
       1. ENBD Capital KSA provides best execution to the Client in relation to the relevant transactions;
       2. the goods or services received by ENBD Capital KSA may reasonably be regarded as being for the benefit of its clients; and
       3. the amount of any fees or commissions paid to the provider of the goods or services are reasonable in the circumstances.

16. CUSTODY AND ADMINSTRATION SERVICES

    1. The Client's Investments may be held in the following ways:
       1. Securities eligible for the Securities Depository Centre will be held in an account in the Client's name with the Securities Depository Centre;
       2. where the Client has entered into a separate supplemental agreement with ENBD Capital KSA in accordance with this Agreement, the Client's Investments may be held by ENBD Capital KSA acting as custodian or with a third party Custodian;
       3. in respect of Investments held inside the Kingdom of Saudi Arabia and where appropriate, the Client may appoint an independent custodian (not affiliated with ENBD Capital KSA) in accordance with the Independent Custody Framework who would be responsible for the safe custody and settlement of transactions in respect of Securities deposited with the Securities Depository Centre, or
       4. in respect of Investments held outside the Kingdom of Saudi Arabia, ENBD Capital KSA 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 ENBD Capital KSA.
    2. In respect of Investments held outside the Kingdom of Saudi Arabia, the Client acknowledges that:
       1. 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; and
       2. holding assets in the name of the local Custodian or broker or in the name of ENBD Capital KSA may subject the assets to adverse consequence and in particular, the Client's Investments may not be segregated from ENBD Capital KSA's own assets and may be subject to claims from ENBD Capital KSA's creditors in the event of ENBD Capital KSA’s failure.
    3. The Portfolio may be so held not directly but indirectly by one or more third parties, including clearance systems and overseas banks, brokers or agents, whether or not connected with the Company, provided that, it is solely for the purposes of a transaction undertaken in connection with this Agreement. Any such person is referred to in this Agreement as an “Indirect Holder”.
    4. ENBD Capital KSA (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.
    5. In the event that ENBD Capital KSA arranges for the custody of the Client’s Investments with ENBD Capital KSA’s Custodians:
       1. 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 ENBD Capital KSA.
       2. On behalf of the Client in respect of those Investments, ENBD Capital KSA 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 reorganizations.
       3. Except in the case of the fraud or willful misconduct of ENBD Capital KSA, ENBD Capital KSA 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. ENBD Capital KSA 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.
       4. ENBD Capital KSA 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 ENBD Capital KSA to carry out the instructions of his legally appointed representatives in relation to the Client’s Investment held in custody by ENBD Capital KSA, the Client must first satisfy the legal requirements of ENBD Capital KSA for the legal recognition of such representatives. Unless and until such requirements are fully satisfied, ENBD Capital KSA shall be under no duty and shall have no responsibility to carry out any instructions of such representatives.
       5. Client Investments held by ENBD Capital KSA 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 ENBD Capital KSA or its C ustodians relating to the administration or custody of the Client’s assets.
    6. The Client acknowledges and agrees that his /her/its 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:
       1. Securities of the same number, class, denomination and issue as those originally deposited; or
       2. Precious metals and commodities of the same type and amount.
    7. The Company or the Custodian may use nominee structures. The Company may decline to hold investments as nominee and is not required to register any investment in its own name or a third party’s name; the Client’s entitlements may be pooled and may not be separately identifiable; any shortfall on a Custodian’s default may be shared pro-rata among affected clients.

    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.

17. CLIENT MONEY

    1. ENBD Capital KSA will comply with the Client Money Rules set out in Part 7 of the Capital Market Institutions Regulations.
    2. No commission is payable to the Client in respect of the Client Money held in the Client’s Account.
    3. The Client agrees by signing this Agreement that ENBD Capital KSA may deposit the Client’s money in an account that provides returns with a local or overseas bank, and obtain such returns or part of them.
    4. 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 Emirates NBD Bank or such other local bank in the Kingdom of Saudi Arabia separately from the money and the assets of ENBD Capital KSA as ENBD Capital KSA may determine in its sole discretion except to the extent otherwise provided in this Agreement. The Client understands that Emirates NBD Bank is an affiliate of ENBD Capital KSA.
    5. 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 ENBD Capital KSA in compliance with the Capital Market Institutions Regulations.
    6. 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.
    7. If Client Money is pooled and there is a shortfall, the Client may shar e in that shortfall proportionately.
    8. The Client's money will cease to be Client Money for which ENBD Capital KSA is responsible if it is paid:
       1. to the Client;
       2. to a third party on the instructions of the Client;
       3. into a bank account in the name of the Client (not being an account which is also in the name of ENBD Capital KSA);
       4. to ENBD Capital KSA, where it is lawfully due and payable to ENBD Capital KSA; or
       5. in such other circumstances as may be permitted under the Implementing Regulations.

18. CONTINGENT LIABILITY SECURITIES

    1. Prior to effecting transactions in Derivatives including Contingent Liability Securities, the Client must enter into a separate Derivatives trading agreement with ENBD Capital KSA. In order for ENBD Capital KSA to provide margin trading facilities to the Client, the Client must enter into a separate margin trading agreement with ENBD Capital KSA. ENBD Capital KSA may refuse to enter into any such arrangements at its absolute and sole discretion.
    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, ENBD Capital KSA 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). ENBD Capital KSA may debit the Account with any sums required to pay or supplement any deposit or collateral in support of any such transaction.
    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.
    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 ENBD Capital KSA 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.

19. USE OF CORRESPONDENTS

    1. The Client hereby authorizes ENBD Capital KSA in ENBD Capital KSA’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 ENBD Capital KSA is not acting as an agent of any Correspondent.
    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.
    3. The Client acknowledges and agrees that any right ENBD Capital KSA 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.
    4. The Client acknowledges and agrees that ENBD Capital KSA may change Correspondents from time to time in ENBD Capital KSA’s sole discretion without prior notice to the Client.
    5. The Client hereby authorizes ENBD Capital KSA 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 ENBD Capital KSA) with any information and/or statements in the prescribed form required by the rules and regulations of any applicable exchanges.
    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.
    7. The names and addresses of Correspondents and the nature of ENBD Capital KSA's relationship with such Correspondents may be disclosed to the Client as ENBD Capital KSA 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 ENBD Capital KSA in writing of his objections no later than fifteen (15) calendar days from receipt of such disclosure from ENBD Capital KSA 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 ENBD Capital KSA until the period ending with the date on which the Client provided notice to ENBD Capital KSA referred to above.
    8. The Client accepts that notices concerning the Account by Correspondents will usually be sent to the Client by ENBD Capital KSA (without liability on the part of ENBD Capital KSA), although (and without prejudice to clause 1 9 .i below) the Client acknowledges that such notices may be sent directly from a Correspondent to the Client with or without duplicate notice to ENBD Capital KSA if market conditions, time constraints so require, or if the Correspondent determines in its sole discretion that other circumstances so require.
    9. The Client agrees that all orders and instructions regarding the Account will at all times be directed only to ENBD Capital KSA, and not to any Correspondent.
    10. The Client agrees that neither ENBD Capital KSA, 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 Securities 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 ENBD Capital KSA in forwarding such notices and information to the Client.
    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.

20. RISK STATEMENT

    1. The Client hereby represents and warrants to have 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 ENBD Capital KSA Platform.
    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.

21. WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS

    1. The Client acknowledges and warrants that the Client shall be the sole and exclusive owner and user of the Username and password used to access the ENBD Capital KSA Platform.
    2. Unless disclosed to ENBD Capital KSA in writing, the Client represents and warrants that it is acting as principal for its own account and not as agent for any person.
    3. 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.
    4. The Client represents that neither his entry into the Agreement, opening the Account, nor conducting any such investment transactions will be breach of any law, rule or regulation applicable to the Client.
    5. The Client represents and warrants that all information given and stated in relation to his application made to ENBD Capital KSA for the opening of the Account and/ or for maintaining it is complete, valid, non-misleading and correct in every particular and that no information has been withheld and the Client shall provide any further information upon the request of ENBD Capital KSA and / or if requested by any competent authority.
    6. The Client undertakes to update the information, and confirms that there are no changes to the information, either when asked by the ENBD Capital KSA or at the end of each period set by ENBD Capital KSA (provided that such period does not exceed 3 years). Also, the Client undertakes to provide renewed versions of his identification documents after their expiry, and acknowledges that ENBD Capital KSA will freeze his Account when this commitment is breached.
    7. For Institutional Clients:
       1. The Client warrants and undertakes that it will immediately notify ENBD Capital KSA if there is any change in the following documents:
          1. Commercial register issued by the competent authority.
          2. The Client’s articles of association, bylaws, and their annexes and amendments.
          3. The identification document of the manager in charge.
          4. The resolution appointing the Board of Directors.
          5. The Board of Director’s resolution approving the opening of the investment account and nominating individuals authorized to operate the investment account.
          6. List of authorized individuals to operate the Investment Account in accordance with the Client’s commercial register, articles of association, bylaws, Board of Director’s resolution (as applicable) and the valid identification documents for such individuals.
          7. Any licenses issued by any governmental agency to conduct certain activities.
    8. The Client agrees that he will abide by any rules or procedures adopted by ENBD Capital KSA or any Information Provider in connection with the use of the Services through the ENBD Capital KSA Platform.
    9. The Client warrants and undertakes that he will notify ENBD Capital KSA promptly if there is any material change in any of the Information provided to ENBD Capital KSA. Specifically for Institutional Clients, any change in the constitutional documents of the Client, any change in management of the Client, any change in the shareholders of the Client if not a listed company, and any judicial or administrative control imposed on the Client amongst other changes as well.
    10. The Client shall not (and shall not permit any third party) to copy, use, analyze, modify, decompile, disassemble, reverse engineer, translate or convert any software provided to the Client in connection with the use of any ENBD Capital KSA Platform (including Online Services or Mobile Services) or distribute the software or any information or otherwise relating to the ENBD Capital KSA Platform to any third party.
    11. The Client may not sell, lease, license or provide any Service made available to the Client or otherwise provided through the ENBD Capital KSA Platform to any third party.
    12. 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 familiarize himself with the Implementing Regulations relating to market abuse and insider dealing prior to utilizing any of the Services and will at all times comply with such regulations.
    13. 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 ENBD Capital KSA to the Client to do so.
    14. The Client hereby undertakes to adhere to the Capital Market Law, its Implementing Regulations, and other laws and regulations of the Kingdom, in particular the Anti-Money Laundering Law and its Implementing Regulation and the Law of Terrorism Crimes and Financing.
    15. The Client hereby undertakes to abide by the rules of any securities association, registered securities exchange or clearing organization 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.
    16. The Client hereby represents that, except as otherwise disclosed to ENBD Capital KSA in writing:
        1. For Individual Clients: 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.
        2. For Institutional Clients: the Client is not a 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 papers.
    17. 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 ENBD Capital KSA. 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. The Client acknowledges that ENBD Capital KSA has the right to prevent the Client from accessing any Services which any breach, abuse, market misconduct or violation of any laws and regulations is committed, at ENBD Capital KSA’s sole discretion and without prior notice to the Client.
    19. Individual Clients:
        1. If the Client is a foreigner residing in the Kingdom of Saudi Arabia, the Client hereby warrants and undertakes:
           1. That his right to invest in Securities in the Kingdom is associated with providing his residence permit (Iqama) to ENBD Capital KSA, and that ENBD Capital KSA will freeze the Account if he does not update the Account’s information or does not provide ENBD Capital KSA with his/her residence permit (Iqama) after its renewal.
           2. To provide ENBD Capital KSA with his/her renewed residence permit (Iqama) upon its expiry, or when ENBD Capital KSA requests an update of the Account’s information.
           3. That ENBD Capital KSA has the right to liquidate the Securities in the Portfolio linked to the Account, transfer its cash to the Client’s bank account linked to the Account, and then close the Account, if the Account was frozen for more than (12) months.
        2. If the Client is a blind or illiterate person, the Client hereby warrants and undertakes that he has understood the terms and conditions related to the Services, and that such Services are provided to the Client based on his desire, choice and awareness of the risks associated with using such Services, and that the Client is legally responsible of all transactions executed through such Services.
        3. If the Client is under the age of 18 Hijri calendar years, the Client’s custodian or guardian shall bear all legal responsibilities by operating the Client’s under the age of 18 Hijri calendar years Account.
        4. If the Client is an incapacitated person, the Client’s custodian or guardian shall bear all legal responsibilities by operating the incapacitated Client’s Account.
        5. If the Client is a person with special needs, the legal representative shall bear all legal responsibilities by operating the legally incompetent Client’s Account.
    20. With respect to Investment Management Services provided by the Company, the Client represents and warrants:
        1. that it has read the Portfolio Specifications and is aware of, and understands, the risks inherent in investing in the Portfolio;
        2. it has been provided with, and has read and understood, adequate information regarding the Portfolio to enable it to make an informed investment decision. Furthermore, the Client acknowledges that the Company does not give any guarantee or accept any responsibility for the performance of any investment strategy;
        3. neither the initial funds nor any additional funds in the Portfolio is, in whole or in part and directly or indirectly, connected with or derived from proceeds of any criminal activity in any jurisdiction;
        4. the investments comprising the Portfolio are the Client’s own property and have been legally acquired by the Client and are beneficially owned by the Client and are free from any charge, lien, pledge or other encumbrance whatsoever and no other person has any interest (legal or beneficial) in the Portfolio;
        5. any information provided by the Client in relation to the Client’s status, residence and domicile for taxation or other purposes is complete and correct and the Client agrees to provide any further information properly required by any competent authority.

22. LIABILITY AND INDEMNITY

    1. ENBD Capital KSA accepts liability for direct loss to the Client arising only from ENBD Capital KSA's gross negligence, fraud or willful misconduct.
    2. ENBD Capital KSA makes no express or implied representations or warranties regarding the usability, condition or operation of the ENBD Capital KSA Platform. Further, ENBD Capital KSA does not warrant that access to or use of the ENBD Capital KSA Platform will be uninterrupted or error free or that the ENBD Capital KSA Platform will meet any particular criteria of performance quality.
    3. Notwithstanding clause 22 .a, ENBD Capital KSA shall in no circumstances be liable to the Client for:
       1. 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;
       2. any losses and/or liabilities that the Client may incur from any acts or omissions of Correspondents or any other third party appointed by ENBD Capital KSA to assist in the provision of Services or any independent custodian, stock exchange or clearing system;
       3. any losses that the Client may incur arising from the default, insolvency or bankruptcy of any Correspondent;
       4. any loss or damage that the Client may incur due to delays in reactivating the Online Services or Mobile Services where the Client has lost his Username and/or password;
       5. any loss or damage that the Client may incur on the grounds that this Agreement or any transactions were made electronically;
       6. the taxation consequences of any transaction, nor for any taxation charges arising for any reason;
       7. any diminution in the value of any currency in the Account for any reason;
       8. any losses resulting from the liquidation of any and all Investments in the Account, whether due to the Client's failure to satisfy ENBD Capital KSA'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;
       9. 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;
       10. any losses, costs, expenses, liabilities, penalties or other amounts incurred by the Client as a result of a Settlement Failure;
       11. 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;
       12. any failure, interruption or delay in ENBD Capital KSA 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;
       13. the ENBD Capital KSA 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;
       14. any failure, interruption or delay due to postal delays, unauthorized access, theft, earthquakes, war or other hostilities, terrorist activity, civil unrest or interference (including where caused by severe or abnormal weather conditions); or
       15. 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.
    4. ENBD Capital KSA will not be required to do any act which in its opinion would infringe applicable laws, regulations, rules, customs and practices or ENBD Capital KSA’s own internal policies and ENBD Capital KSA shall not be liable for any loss or any other consequence of ENBD Capital KSA’s act or omission made pursuant to this clause 21 .d .
    5. The Client hereby agrees to indemnify ENBD Capital KSA in full against any liability, loss, charge, demand, proceedings, cost or expenses, to the fullest extent permitted by applicable law which ENBD Capital KSA may suffer, pay or incur as a result of or in connection with the performance by ENBD Capital KSA of its obligations under this Agreement and the provision of the Services including but not limited to;
       1. ENBD Capital KSA acting or omitting or refusing to act on an order or instruction from the Client;
       2. the accuracy, completeness or timeliness of any and all Information provided to the Client by ENBD Capital KSA or any other Information Provider;
       3. any and all charges, costs, expenses, claims or demands of any kind imposed on ENBD Capital KSA by any Correspondent arising from the Client's Investments, transactions, orders, instructions, activities or lack thereof in the Account; or
       4. The full amount of VAT and any liability, cost or amount (including penalties, interest and expenses) arising as a result of non-payment by the Client.

    The Client agrees to co-operate with ENBD Capital KSA to the fullest extent possible in the prosecution or defense of any action or proceeding brought by or against ENBD Capital KSA against or by any third party in relation to any Services or any transactions in any Investments.

    6. For the avoidance of doubt, the Client shall not be obliged to indemnify ENBD Capital KSA for any direct loss arising from ENBD Capital KSA's gross negligence, fraud or willful misconduct.
    7. The indemnity in clause 22 .e shall survive the termination of this Agreement.

23. FOREIGN CURRENCY

    1. If the currency of the Account is a currency other than Saudi Riyals, credit balances may be deposited in the name of ENBD Capital KSA, 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 ENBD Capital KSA, subject always to applicable laws and/or regulations.
    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.
    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 deducted from or credited to the Client's account.
    4. The Client agrees that ENBD Capital KSA 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 ENBD Capital KSA may determine in its sole discretion.

24. INFORMATION

    1. The Information made available to the Client is incidental to the Client's relationship with ENBD Capital KSA. It is provided solely for information to assist the Client to make his own investment decisions and does not amount to advice.
    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 ENBD Capital KSA, or to use any Information for any unlawful purpose.
    3. The Client agrees to comply with reasonable requests from ENBD Capital KSA or any other Information Provider concerning the protection of ENBD Capital KSA'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 ENBD Capital KSA or any other Information Provider determines that the Client has misappropriated or misused any Information or otherwise breached this Agreement, ENBD Capital KSA may terminate this Agreement.

25. RECORDS

    1. The Client hereby agrees that ENBD Capital KSA may;
       1. maintain records including any notifications, contract notes, statements of account and other records relating to the Account, whether in physical or electronic form;
       2. record the Client's telephone conversations with ENBD Capital KSA;
       3. record and monitor the Client's electronic communications with ENBD Capital KSA;
       4. maintain all such records for any period as ENBD Capital KSA determines in accordance with the applicable Implementing Regulations.
    2. The Client further acknowledges and agrees that ENBD Capital KSA'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.

26. DATA PROTECTION AND CONFIDENTIALITY

    1. ENBD Capital KSA 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.
    2. The Client hereby acknowledges and agrees that ENBD Capital KSA may:
       1. share any information received from the Client in connection with this Agreement or the Services with Correspondents, The Emirates NBD Bank, any subsidiary or affiliate of ENBD Capital KSA, any member of The Emirates NBD Bank group of companies, ENBD Capital KSA's professional indemnity insurers or ENBD Capital KSA’s professional advisors or with third-party service providers engaged for operational, administrative, or technical support (including data hosting, digital onboarding, or mobile-application authentication), each under appropriate confidentiality and data-protection obligations;
       2. disclose and otherwise freely use information which is or becomes publicly available;
       3. disclose information to any third party where the Client has provided prior written consent;
       4. 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
       5. 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 Client to ENBD Capital KSA or any other information provided by the Client to ENBD Capital KSA pursuant to the terms of this Agreement; or
       6. disclose information where ENBD Capital KSA may otherwise be permitted by the Implementing Regulations.
    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.
    4. The Client explicitly authorizes the Company to disclose its personal information to such third parties appointed as agents/delegates/Correspondents or to whom activities are outsourced, upon request of the regulator or as required by law.
    5. ENBD Capital KSA will collect, use, store, and process Client personal data strictly in accordance with the Kingdom of Saudi Arabia Personal Data Protection Law (“PDPL”) and its Implementing Regulations. The lawful basis for processing will depend on the nature of the processing activity, including (i) legal or regulatory obligations (for example, CMA or SAMA requirements such as identity verification through Nafath during digital onboarding); (ii) performance of this Agreement; or (iii) the Client’s explicit consent where required (for example, biometric login or location-based services within the Capital mobile application).
    6. The Client has read and familiarized themselves with the Privacy Policy which sets out what information the Company collects, how it is used and the Client’s rights in this regard , including in relation to biometric login and location data collection for Online Services and Mobile Services .
    7. The Company may hold certain personal information about the Client , their friends or relatives (as provided by the Client), including, but not limited to, name, home address, and telephone number, date of birth, identification number, salary, nationality, source of funds and job title for the purpose of implementing, managing and administering the Client’s Accounts and/or providing the Services.
    8. The Client consents to the collection, storage, use and transfer (in electronic or other form) of the Client’s personal data by the Group, Affiliates (inside or outside of KSA) and Third Parties for the purpose of implementing, administering, and managing the Client’s Accounts and making available the Services.
    9. The Client understands that the Company will engage with entities related to the Company and third parties each of which may be located outside of KSA. The Client permits the Company to share the Client’s confidential data with such parties outside of KSA and acknowledge that the Client’s confidential data may be accessed under legal proceedings outside KSA in some circumstances.
    10. Additionally, subject to the PDPL, the Company may send the Client marketing information concerning products and services of interest to the Client, and the Client’s personal data may be used by the Company to submit offers to the Client and to provide the Client with the best possible service . The Client may withdraw such consent at any time by contacting info@emiratesnbdcapital.com.sa
    11. The Client’s data will only be held as long as is necessary in accordance with the PDPL. Data retention periods shall correspond to applicable regulatory or legal requirements, after which data will be securely deleted or anonymized.
    12. The Client understands that the Client may, at any time, view data, request additional information about the storage and processing of the data, require any necessary amendments to the data or refuse or withdraw the consents, in any case without cost, by notifying the Company except to the extent where withdrawal is not permissible under the PDPL.
    13. The Client authorizes the Company and its Affiliates to contact the Client (or any third party whose details the Client has shared with the Company) in relation to the Client’s product application(s). The Client understands that this authorization overrides any prior communication from the Client requesting the Company not to contact the Client (by any means) in relation to those products. However, this authorization does not override the Client’s right to opt out of marketing communications where consent is withdrawn.
    14. Further details in respect of the collection, processing, transfer and disclosure of personal data, including in relation to biometric login and location data usage, are outlined in the Privacy Policy available at https://www.emiratesnbdcapital.com.sa/en/terms-and-conditions.
    15. If the Client has any questions regarding the processing of the Client’s personal data under these General Terms or data protection laws, please read the Company’s Privacy Policy available at https://www.emiratesnbdcapital.com.sa/en/terms-and-conditions.

27. PAYMENT FOR SERVICES

    1. ENBD Capital KSA 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, term sheet or key facts statement to that agreement. All such fees, commission and charges shall be subject to change from time to time.
    2. ENBD Capital KSA 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.
    3. In addition to its charges or fees, ENBD Capital KSA 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.
    4. The Client hereby authorizes ENBD Capital KSA to realize any Investment that may be held in the Account should there be insufficient cash available to settle any outstanding fee, charge or commission.
    5. ENBD Capital KSA shall be entitled at its sole discretion to:
       1. debit the Account with any amount due by the Client to ENBD Capital KSA 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
       2. deduct or withhold such fees, charges, expenses from any amount received by ENBD Capital KSA for the Client's account or any amount payable by ENBD Capital KSA to the Client.
    6. The Client understands and acknowledges that some or all of the Services that ENBD Capital KSA may provide under this Agreement and any supplemental agreement in relation to the Services specified in clauses 7 may be subject to VAT. The Client agrees that, where VAT is applicable, all fees, commission, charges and expenses payable to ENBD Capital KSA shall be exclusive of VAT, which the Client shall separately pay to ENBD Capital KSA at rates prescribed by the VAT Law.

28. NOTICES AND COMMUNICATIONS

    1. Any notices, contract notes, statements or other communications to the Client may be given by ENBD Capital KSA in writing, sent by registered mail, posted through the ENBD Capital KSA Platform or by electronic medium (electronic mail or SMS) to the address and numbers provided by the Client to ENBD Capital KSA from time to time. However, the preferred method of communication will be by electronic medium. Any notices and communications sent to the Client by ENBD Capital KSA will be deemed to have been properly given:
       1. if sent by registered mail to the address last notified by the Client to ENBD Capital KSA and upon delivery at such address;
       2. if provided through the ENBD Capital KSA Platform, as soon as the notice or other communication is published on the ENBD Capital KSA Platform; or
       3. if sent by email or by SMS, one hour after ENBD Capital KSA transmitted it to the email address or phone number last notified by the Client and verified by ENBD Capital KSA.
    2. If the Client wishes to change any of his contact details, then prior written notice will be given by the Client to ENBD Capital KSA through the channels approved by ENBD Capital KSA.
    3. With the exception of the time periods set out in clause 10, all notices, instructions or other communications given by the Client to ENBD Capital KSA shall be primarily given or notified in writing by electronic mail to the email address provided to the Client by ENBD Capital KSA for such purpose from time to time or by use of the “Contact Us” button or function located on the ENBD Capital KSA Website (as determined by ENBD Capital KSA 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 ENBD Capital KSA by phone, fax or in person.
    4. All notices, instructions or other communications sent to ENBD Capital KSA by the Client via the ENBD Capital KSA 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 ENBD Capital KSA. All notices, instructions or other communications sent to ENBD Capital KSA by the Client by registered mail will be deemed to have been properly given upon delivery at ENBD Capital KSA's registered office.
    5. ENBD Capital KSA may decline to accept or act upon any notice, instruction or other communication received from the Client at its sole discretion.

29. JOINT ACCOUNTS AND DEATH OF A CLIENT

    1. If the Client is more than one person:
       1. the obligations of each such person under this Agreement shall be joint and several obligations of such persons and references to the Client herein shall be construed accordingly;
       2. The Company shall be authorized to act on the instructions of any one or more of such persons which shall be binding on all; and
       3. Any notice or other communication given to any such person shall for the purposes of this Agreement be deemed to be given to all.
    2. The Company’s authority under the Agreement is given by the Client on behalf of its successors in title as well as itself. Accordingly, on the death of a Client, the Agreement will continue in effect until terminated by the Client’s successors entitled in law. The Company may (but prior to any grant of representation, is not bound to) act on the instructions of the Client’s successors.

30. 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, ENBD Capital KSA will be entitled to charge the Client a maintenance fee (the "Inactive Account Fee").

    ENBD Capital KSA 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 ENBD Capital KSA's Website. All fees and charges (including the Inactive Account Fee) are subject to change by ENBD Capital KSA from time to time.

31. TERMINATION

    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 2 8 .c and 2 8 .d.
    2. This Agreement may be terminated by ENBD Capital KSA for any reason at any time by giving notice in accordance with clause 2 8 .
    3. Where termination occurs, ENBD Capital KSA shall be entitled, at its sole discretion, to terminate and liquidate any transactions entered into which are then outstanding.
    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 ENBD Capital KSA prior to termination. No penalty or other additional payment will be payable by the Client or ENBD Capital KSA in respect of the termination.
    5. Upon termination, ENBD Capital KSA shall account to any custodian designated by the Client in writing to ENBD Capital KSA within seven (7) Business Days of such termination (and failing any such designation, to the Client) for all monies and Investments then held by ENBD Capital KSA pursuant to the terms of this Agreement.
    6. If ENBD Capital KSA 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, ENBD Capital KSA shall be entitled to sell the Investments in the market at the best price ENBD Capital KSA considers to be reasonably obtainable, whereupon the Client's only right against ENBD Capital KSA 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 ENBD Capital KSA.

32. LIQUIDATION

    1. At any time after ENBD Capital KSA has, in its sole discretion, determined that the Client has not performed or is unlikely to perform any of his obligations to ENBD Capital KSA, ENBD Capital KSA may without reference or notice to the Client:
       1. 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
       2. without being liable for any resulting loss or diminution in value, sell such of the Client's Investments held by ENBD Capital KSA as it in its sole discretion deems appropriate; and/or
       3. 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 ENBD Capital KSA 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 ENBD Capital KSA.

33. RIGHT TO REALISE ASSETS

    If the Client fails to pay when due all sums due to (i) ENBD Capital KSA, or (ii) The Emirates NBD Bank, or (iii) any subsidiary, parent or affiliate of ENBD Capital KSA or any member of The Emirates NBD Bank group of companies, then ENBD Capital KSA shall be entitled, without prior notice to the Client, to direct the Custodian or where ENBD Capital KSA acts as Custodian to retain and/or realize any assets in the Account as may be required to pay any such outstanding liabilities of the Client.

34. SET OFF AND LIEN

    1. ENBD Capital KSA 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 ENBD Capital KSA may owe to the Client or is holding for the Client in order to meet any liabilities which the Client may have incurred or ENBD Capital KSA may have incurred on the Client's behalf.
    2. The Client acknowledges and agrees that all Investments now or hereafter held, carried or maintained by ENBD Capital KSA, 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 ENBD Capital KSA, and are subject to a continuing general lien and security interest in ENBD Capital KSA's favor for the discharge of all of the Client's indebtedness and other obligations to ENBD Capital KSA, without regard to ENBD Capital KSA having made any advances in connection with such Investments and without regard to the number of accounts the Client may have with ENBD Capital KSA.
    3. ENBD Capital KSA shall have the right to transfer Investments so held to ENBD Capital KSA or to others whenever ENBD Capital KSA 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, ENBD Capital KSA 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.
    4. The Client hereby authorizes ENBD Capital KSA in ENBD Capital KSA’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 ENBD Capital KSA or in ENBD Capital KSA's possession, either separately or in common with other such Investments, for any amount due in any account or such greater amount as ENBD Capital KSA may deem appropriate, and ENBD Capital KSA may do so without retaining in ENBD Capital KSA'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 ENBD Capital KSA may receive and retain certain benefits from such activity to which the Client will not be entitled.

35. SUCCESSION

    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 as applicable by law.
    2. Notwithstanding the above, ENBD Capital KSA 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 ENBD Capital KSA's sole and absolute discretion, signed instructions by the Client's heirs, executors, administrator, personal representatives of the Account in a form satisfactory to ENBD Capital KSA.

36. 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.

37. CONFLICT OF INTERESTS
    1. Subject to all applicable laws, rules and regulations, the Client hereby accepts that ENBD Capital KSA and its affiliates may, from time to time:
       1. have a position in Investments held, purchased and/or sold for the Client’s Account;
       2. purchase and/or sell such Investment for its other clients;
       3. have a business relationship with another person or other persons whose Investments are held, purchased and/or sold for the Client’s account;
       4. act as principal in a transaction with the Client;
       5. manage funds which effect transactions in Investments held, purchased and/or sold for the Account;
       6. provide advisory services (including in relation to mergers and acquisitions) to issuers of Investments held in, purchased and/or sold for the Account;
       7. 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;
       8. 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
       9. have other relationships or provide other services which may relate or otherwise impact Investments held in, purchased and/or sold for the Account.
    2. The Client accepts and agrees that:
       1. ENBD Capital KSA shall have no obligation to disclose to the Client any information regarding the transactions, relationships or services referred to in clause 37.a above; and
       2. such transactions, relationships or services may be adverse to the interests of the Client.
    3. The Company maintains systems and controls to identify, record and manage actual and potential conflicts of interest. The Company and our affiliates may transact as principal or agent, make markets, or hold positions in instruments the Company deals in for the Client. Where required by the applicable law, the Company will disclose such matters to the Client and obtain the Client’s consent before proceeding.

38. RIGHT TO RECTIFY

    The Client hereby authorizes ENBD Capital KSA to rectify at any time ENBD Capital KSA deems appropriate, any and all deposits that ENBD Capital KSA 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.

39. ANTI-MONEY LAUNDERING

    1. As a result of ENBD Capital KSA's responsibilities under applicable Investment Account Instructions, ENBD Capital KSA may freeze all transactions on the Account where ENBD Capital KSA, 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.
    2. Correspondents may require information regarding the Client for anti-money laundering purposes. The Client hereby authorizes ENBD Capital KSA 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 ENBD Capital KSA, the Client hereby agrees to provide such information which ENBD Capital KSA will deliver to the Correspondent.
    3. The Client hereby agrees to provide ENBD Capital KSA with updated Know Your Customer information on a regular basis and at least annually.
    4. In order to complete sufficient verification requirements concerning the prevention of money laundering as required by the applicable regulations in KSA or other territories in which the Company wishes to place funds, it may be necessary for the Company to obtain additional information and evidence from the Client and the Client’s bankers prior to investing any funds. Funds may not be invested until all verifications and identification procedures have been completed.
    5. The Company will not be held liable for any delays or losses (opportunity, realized or unrealized) occurring as a result of any procedures required by any party to meet anti-money laundering or Know Your Customer requirements.

40. NOVATION OF SECURITIES AGREEMENTS WITH EMIRATES NBD BANK

    1. This clause shall apply to all contracts, agreements and powers of attorney the Client may have with ENBD Bank 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 “ENBD Bank Agreements”). By entering into this Agreement, the Client agrees and accepts that all the ENBD Bank Agreements shall continue in full force and effect in accordance with their respective terms, except that ENBD Capital KSA shall replace ENBD Bank as the contracting party in every such ENBD Bank Agreement for the purpose of the performance by ENBD Capital KSA of all such services. The Client hereby authorizes ENBD Capital KSA, 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 ENBD Bank’s rights and obligations to ENBD Capital KSA in the ENBD Bank Agreements. Upon and as of the date of such transfer:
       1. ENBD Capital KSA hereby agrees that it shall fulfill all the obligations, and shall assume all the rights of ENBD Bank in the ENBD Bank Agreements as a full contracting party; and
       2. the Client hereby agrees that he shall release ENBD Bank from all obligations and liabilities arising out of the ENBD Bank Agreements so transferred.
    2. In respect of any electronic, internet or on-line transaction or customer registration process, the Client hereby authorizes ENBD Capital KSA to reproduce any signature the Client may already have on file with ENBD, and agrees that ENBD Capital KSA may treat that reproduced signature as an original signature for all purposes and agreements between the Client and ENBD Capital KSA.

41. AMENDMENTS

    1. This Agreement may be amended by ENBD Capital KSA from time to time, subject to applicable laws and regulations.
    2. ENBD Capital KSA shall notify the Client of any amendment of the Agreement through any mode of communication, as stated in Clause 28 above (Notices and Communications). By continuing to use the Account and/or Services, the Client will be deemed to have accepted the amended version of the Agreement.
    3. A certificate signed by the administrator responsible for the maintenance of the ENBD Capital KSA Platform shall be evidence of the date of publication and content of the current version and all previous versions of the Agreement.

42. ENTIRE AGREEMENT

    The provisions of this Agreement, together with any supplemental agreements, Client Agreements and product specific documents entered into / accepted by the Client in accordance with the terms herein, govern the terms of the Services availed of by the Client from ENBD Capital KSA and supersedes any previous arrangement, understanding or agreement between them relating to such Services, including the opening of an Account with ENBD Capital KSA, availing of investment management services, 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.

43. THIRD PARTY RIGHTS

    With the exception of clause 33 (Right to Realise Assets), 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.

44. POWER OF ATTORNEY

    1. The Client hereby irrevocably appoints ENBD Capital KSA 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 ENBD Capital KSA deems necessary or advisable to carry out the Services under this Agreement. ENBD Capital KSA 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:
       1. open, close and transfer accounts on the Client's behalf with Correspondents, including completing all account transfer forms;
       2. comply with all legal and regulatory requirements in all relevant jurisdictions, including completing and filing all tax forms and filings; and
       3. enter into "hold-mail" or similar arrangements with Correspondents to permit ENBD Capital KSA to accept all communications from such persons on the Client's behalf.

    The powers granted to ENBD Capital KSA under this clause may be exercised by any officer of ENBD Capital KSA who is delegated such powers by ENBD Capital KSA.

45. 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.

46. COUNTERPARTS

    This Agreement may be executed in one or more counterparts, all of which taken together shall be deemed to constitute one and the same instrument.

47. ASSIGNMENT

    ENBD Capital KSA may transfer, assign and/or novate any of its rights (in whole or in part) in relation to any Account or Service to any third party, subject to applicable laws and regulations, including a capital market institution or any entity within the Group, at any time without obtaining your consent. You agree to sign or enter into any agreement or acknowledgment required by ENBD Capital KSA to give effect to any such transfer, assignment or novation. In such an event, the Company will provide you with prior written notice, as required by applicable laws and regulations. The Client may not assign any of its rights or obligations under this Agreement to any person without the prior written consent of ENBD Capital KSA .

48. DISPUTES & COMPLAINTS

    1. The Client is encouraged to give his feedback at any time to ENBD Capital KSA if his expectations of ENBD Capital KSA’s services or execution are not met. If the needs of the Client are not dealt with by ENBD Capital KSA in a timely or appropriate fashion, the Client must follow the following procedure:
       1. In the event of an alleged breach of this Agreement or any other agreement by ENBD Capital KSA, the Client shall submit to the Head of Client Complaints Unit of ENBD Capital KSA 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 ENBD Capital KSA Head of Client Complaints Unit, or his acting deputy, shall act on the complaint within three (3) Business Days. ENBD Capital KSA shall contact the Client within this time period if ENBD Capital KSA considers that it requires more time to consider the complaint. In any event, ENBD Capital KSA shall upon receipt and consideration of the complaint shall advise the Client of the action taken on the Client’s complaint shortly thereafter.
       2. If the Client does not agree with the action taken by the ENBD Capital KSA Head of Client Complaints Unit, the Client may appeal the result to the management of ENBD Capital KSA, which shall act on the appeal within thirty (30) days following receipt thereof, and advise the Client of the results thereof shortly thereafter.
    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 28 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.

49. GOVERNING LAW

    This Agreement shall be governed by the laws of the Kingdom of Saudi Arabia.

50. LANGUAGE

    The Agreement has been drafted in both Arabic and English. ENBD Capital KSA 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. The Client recognizes, understands and fully accepts that:
   1. investing in Securities and Other Property carries inherent risks of loss as well as opportunities for gains and potential unlimited liability;
   2. the risks inherent in investments that are higher-risk investments are greater than for other investments;
   3. no particular result can be guaranteed and it is possible that the original capital invested could diminish in value and that the sole responsibility for all investment decisions vests in the Client;
   4. investments may include alternative strategies or property funds depending on the Portfolio Specifications, these funds may be illiquid or contain risks greater than, or not normally associated with, investments in traditional securities markets. Each Client whose Accounts access these types of investments should be aware that they pose increased risks to capital and that losses could equal the amount invested. Moreover, in some cases on all investments, liquidity may be suspended and there may be delays in realizing proceeds. The Company will not be held responsible for any losses, direct, indirect or opportunity arising as a result;
   5. Investments held and transacted in the Account are subject to market fluctuations;
   6. 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;
   7. 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;
   8. Investments on margin, involving options or involving foreign currencies carry additional risks and expose the Client to potentially unlimited liabilities;
   9. 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 ENBD Capital KSA 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;
   10. there is a higher risk of loss if the Client does not have sufficient experience and understanding to participate in financial markets;
   11. 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 ENBD Capital KSA receives from the third party amounts due and payable to ENBD Capital KSA resulting from the transaction;
   12. 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;
   13. 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;
   14. 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 ENBD Capital KSA 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;
   15. 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;
   16. 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 ENBD Capital KSA;
   17. past performance of any investment is not necessarily a guide to the future;
   18. deductions of charges and expenses mean that the Client may not get back to the amount invested;
   19. aggregation (of Client orders and instructions as described in clause 11 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;
   20. specific services or Investments may be subject to credit or counterparty risk including but not limited to collateral, margining or other requirements;
   21. information transmitted through the internet, including e-mail, is susceptible to unlawful access, manipulation or monitoring;
   22. there are risks of loss associated with investing in Securities that arise specifically as a result of the online method of trading. Such risks may include but are not limited to, the following:
       1. 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;
       2. 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 ENBD Capital KSA 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;
       3. ENBD Capital KSA will not assess whether ENBD Capital KSA Platform meets the Client's investment objectives or whether the Client will be able to financially bear the risk of any loss caused by using the any ENBD Capital KSA Platform 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 any ENBD Capital KSA Platform. The Client may wish to seek the advice of appropriate investment and other professionals in this regard;
       4. 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;
       5. by going online and/or visiting the ENBD Capital KSA Website or using any ENBD Capital KSA Platform, the Client may be exposed to third party programs and systems such as computer viruses, intrusion programs, spyware, Trojan horses and other malevolent software over which ENBD Capital KSA has no control and for which ENBD Capital KSA disclaims all responsibility;
       6. 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 ENBD Capital KSA Website and/or ENBD Capital KSA Platform; and
       7. 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.
2. The Client recognizes, understands and fully accepts:
   1. The Risks of Stop Loss Limit Orders: The triggering event for all Stop Loss Limit Orders will occur when the price reaches the Client’s Stop Price. As a result of the current CMA daily price fluctuation limit on daily share price variation upwards/downwards to prevent trades in Securities from occurring outside of the specified daily cap price bands, coupled with trading pauses/suspensions in the event of market announcements, the Stop Loss Limit Order will trigger and execute off what is considered an Executable Quote. Once triggered, the Stop Loss Limit Order becomes a market order and is then handled as a market order. Depending on market conditions, once a Stop Loss Limit Order is triggered, there is no guarantee of the execution price and the price received may vary from the Client’s Stop Price. In some events, failures to receive orders may occur or may be erroneously delivered to Tadawul or may fail to be delivered. In volatile market conditions, rapid price movements may trigger the Client’s Stop Loss Limit Order, however it may not be executed. Stop Loss Limit Orders face risks from system disruptions, some types of corporate actions, and data transmission errors, including errors involving quote data. The Client understands that the Stop Loss Limit Orders functionality is only available in ENBD Capital KSA Platform as an added trading functionality and is not available in the Tadawul trading platform. ENBD Capital KSA shall not be responsible or liable for any losses or expenses that the Client may suffer due to relying on the functionality for portfolio risk management or mitigation of trading losses. ENBD Capital KSA does not guarantee and cannot ensure that all Stop Loss Limit Orders will be implemented in accordance with the instructions of the Client. Use of Stop Loss Limit Orders indicates the Client’s understanding and acceptance of the risks associated with such orders. The Client understands that use of the Stop Loss Limit Orders functionality may not be suitable under all market conditions. In some circumstances, Stop Loss Limit Orders functionality may result in trade execution below expected levels and may result in larger losses.
   2. The Risks of Conditional Orders: ENBD Capital KSA holds all Conditional Orders on ENBD Capital KSA Platform subject to the condition of the order being met, which can be Tadawul Index Level or any other relevant market trading variable. Conditional Orders will mean that ENBD Capital KSA does not deliver the Client’s order to Tadawul until the Client’s Condition is met. If the Client’s Condition is met, ENBD Capital KSA will then send the Client’s order as a market order. Conditional Orders are subject to automatic cancelation pursuant to ENBD Capital KSA expiry or order cancellation schedule. ENBD Capital KSA is not responsible for Conditional Orders affected by system failures or data issues. Conditional Orders face risk from system disruptions, some types of corporate actions, and data transmission errors, including errors involving quote data. In the event of misquotes or failures to receive quotes, Conditional Orders may be erroneously delivered to the Tadawul or may fail to be delivered. In volatile market conditions, rapid price movements may trigger the occurrence of the Client’s condition. The Client understands that the Conditional Orders functionalities are only available in ENBD Capital KSA platforms as an added trading functionality and is not available in the main Tadawul trading platform. ENBD Capital KSA shall not be responsible or liable for any losses or expenses that the Client may suffer due to relying on the Conditional Order functionality for portfolio risk management or mitigation of trading losses or increase of trading profit. ENBD Capital KSA does not guarantee and cannot ensure that all Conditional Orders will be implemented in accordance with the instructions of the Client. Use of Conditional Orders indicates the Client’s understanding and acceptance of the risks associated with these orders. The Client understands that use of the Conditional Orders functionality may not be suitable under all market conditions. In some circumstances, Conditional Orders may result in trade execution below expected levels a nd may result in larger losses.
3. With regard to Structured Products, the Client recognizes, understands and fully accepts that:
   1. Investment in fixed and floating income, currencies, over the counter and pre-packaged financial products involves risks and returns that may vary. Before making such an investment or any decision, investors should (i) consult their advisers on the legal, regulatory, tax, business, investment, financial and accounting implications of the investment; (ii) carefully consider whether the investment is appropriate in light of their investment objectives, experience, financial and operational resources, and other relevant circumstances; (iii) understand the nature of the investment and the related contract (and contractual relationship) including, without limitation, the nature and extent of their exposure to risk; and (iv) understand any regulatory requirements and restrictions applicable thereto.
   2. Where a product is capital protected, the stated level of capital protection (as indicated in the term sheet or otherwise) only applies at maturity. Any redemption prior to the stated maturity date may result in the Client receiving an amount less than that originally invested at inception. The redemption value of the investment is a function of fees, the price and volatility of the underlying assets, time to maturity and prevailing market conditions.
   3. The value of the investment may decline for several reasons which directly relate to the issuer, including, but not limited to, the issuer’s credit worthiness.
   4. Market movement, which can be influenced by many factors, including, but not limited to, credit risk, market sentiment, changes in value and volatility of any underlying asset(s), and changes in economic financial or political environments may result in the fluctuation of prices. Market risk results from the unpredictability of market movements and is inherent in any investment; such risk may cause the value of the investment to fall rapidly, as well as rise, and the Client may not get back the amount originally invested.
   5. Commodities strongly depend on supply and demand and are subject to increased price fluctuations. Such price fluctuations may be based (among others) on the following factors: perceived shortage of the relevant commodity, weather damages, loss of harvest, governmental intervention, or political upheavals.
   6. Market interest rates are a function of several factors such as the demand for, and supply of, money in the economy, the inflation rate, the stage that the business cycle is in as well as the government’s monetary and fiscal policies. Should the market interest rate rise from the date of the security’s purchase, the security’s price will fall accordingly. The security will then trade at a discount to the purchase price.
   7. No assurance can be given that any trading market for the Structured Product will exist or whether any such market will be liquid or illiquid. While the Issuer expects to make a market in the Structured Product, it is not obliged to do so. Any market making activity if commenced may be discontinued at any time. If the Structured Products are not traded on any exchange, pricing information may be more difficult to obtain, and the liquidity and price of the Structured Product may be adversely affected.
   8. Such a situation may result in difficulty in finding a price to offset a liability the Client has incurred through writing options or to sell an investment you have made in the portfolio. In the case of company bankruptcy, suspension of trading, takeover rumors, or flights of capital from a country in crisis this may mean it is impossible to find any price to close out the Client’s position. This could lead to substantial losses sometimes greater than the initial collateral placed as security.
   9. The Issuer may terminate the Structured Product if it determines that it has become unlawful for the Issuer to perform its obligations under the Structured Product or its ability to source a hedge or unwind an existing hedge in respect of the Product is adversely affected in any material respect. If the Issuer terminates the Structured Product early, the Issuer will, if and to the extent permitted by applicable law, pay a holder of the Structured Product an amount determined by the Calculation Agent (in good faith and in a commercially reasonable manner) to be its fair market value less the actual cost to the Issuer of unwinding any underlying related hedging arrangements.
   10. The Calculation Agent for the Structured Product may determine that a market disruption has occurred or exists at a relevant time. Any such determination may affect the value of the Structured Product and/or delay settlement in respect of the Structured Product.
   11. Investing in emerging markets involves certain risks and special considerations not typically associated with investing in other more established economies or securities markets. Such risks may include (i) the risk of nationalization or expropriation of assets or confiscatory taxation; (ii) social, economic and political uncertainty; (iii) dependence on exports and the corresponding importance of international trade and commodities prices; (iv) less liquidity of securities markets; (v) currency exchange rate fluctuations; (vi) potentially higher rates of inflation (including hyper-inflation); (vii) controls on investment and limitations on repatriation of invested capital; (viii) a higher degree of governmental involvement in and control over the economies; (ix) government decisions to discontinue support for economic reform programs and imposition of centrally planned economies; (x) differences in auditing and financial reporting standards which may result in the unavailability of material information about economics and issuers; (xi) less extensive regulatory oversight of securities markets; (xii) longer settlement periods for securities transactions; (xiii) less stringent laws regarding the fiduciary duties of officers and directors and protection of investors; and (xiv) certain consequences regarding the maintenance of portfolio securities and cash with sub-custodians and securities depositories in emerging market countries.
4. Derivatives Risks
   1. This statement will not disclose all the relevant risks associated with dealing in over the counter and pre-packaged financial products, but it is designed to specifically highlight some of the risks involved in trading and investing in these instruments. Trading in D erivatives, such as futures, options, margin trading and other complex treasury instruments are not suitable for many clients. The Client should carefully consider whether trading is appropriate for the Client by considering the Client’s experience, objectives, financial resources, and other relevant circumstances. Any decision by the Client regarding these investments is solely the responsibility of the Client . Emirates NBD Capital KSA, Emirates NBD Group, and security issuer disclaim any liability or responsibility for any losses whatsoever suffered by the Client as a result of the Client trading or investing in D erivatives, equities and other treasury products. It is in the Client’s best interest to obtain relevant and specific professional independent advice regarding the risks incurred in these investments.
   2. The Client should not trade or invest in D erivatives unless the investor fully understands the implicit risks. If the Client does not understand the risk of this investment the Client must not invest in it and any decision to do so is the sole and absolute responsibility of the Client .
   3. Options and other D erivatives - If you plan to buy options your risk is limited to the cash investment you make to purchase the option. Once purchased you cannot incur any contingent liability and your loss is limited to the initial cash outlay only. If, however you wish to sell or ‘write’ options on financial products the risks are considerably higher. You will receive premium for selling the options, but you face a contingent risk that is unknown and unquantifiable until the day of expiry. By writing the option you accept a legal responsibility to take delivery of the underlying asset at a given price on a given date in the future. You cannot guarantee where the spot delivery price will be in the future. If you do not already own the underlying cash product or have a future requirement for that product (in the case of writing a ‘covered call’ or foreign currency requirement) then you face unlimited risk which could lead to a loss of all your initial collateral and in extreme cases more than the initial funds you place as security. The degree of leverage you undertake will also curtail or exacerbate this loss. Purchasers and sellers of options should be familiar with the type of instrument they are investing in and its associated risks.
   4. The investor should understand the nature of the risks associated with D erivatives and should obtain relevant and specific professional advice before making any decision. The investor assumes all risk associated with any decision it makes and shall have no rights against Emirates NBD Capital KSA in connection with such decision.

SCHEDULE 2 (LOCAL SHARES COMMISSION)

ENBD Capital KSA Commission will be (0.105% plus VAT) plus (0.05% plus VAT) Tadawul Commission, of the total value of the transaction.

• The commissions referred to above are designated to trading in local stocks only.
• All fees, commission and charges shall be subject to change from time to time.
• ENBD Capital KSA 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.

SCHEDULE 3 (TADAWUL’S INFORMATION LICENSE AGREEMENT REQUIREMENTS)

1. Client may use the Information only for personal purposes relating to the management of Client’s own personal investments and not for any business purpose.
2. Client may not transfer or publish to third parties any item of Information.
   1. Client recognizes the Intellectual Property Rights and the right to legal remedy of Tadawul in respect of the Information.
   2. Client recognizes the Intellectual Property Rights and the right to legal remedy to ENBD Capital KSA in respect of the Information.
3. Client agrees:
   1. Not to allow other Persons to gain unauthorized access to the Information,
   2. Not to make Client’s Username(s) available to another Person,
   3. Not to use Information for any illegal purpose,
   4. To allow Tadawul or its authorized representatives to audit Client’s records and use of Information, and those of Client’s Group, and
   5. To obtain and provide any consents needed for Tadawul or its authorized representatives to review and receive personal data, where necessary for the purposes of verifying or ensuring compliance with ENBD Capital KSA’s obligations to Tadawul.

1. Client may use the Information solely for the Client’s own purposes, or those of Client’s Group. Client may not transfer or publish to third parties (any person outside Client’s Group) all or part of the Information except where allowed to do so by the Information policies or otherwise authorized by Tadawul.
2. Client agrees:
   1. Not to use Information for any purpose that may mislead investors or bring Tadawul into disrepute, and
   2. To maintain all records and provide all information required by ENBD Capital KSA to meet its record-keeping, reporting and payment obligations to Tadawul.
3. In any display created by the Client that incorporates the Information, the Client shall:
   1. Use reasonable efforts to credit Tadawul and/or any Information Provider or other source(s) of the Information,
   2. Not misrepresent Information or deface or misuse any trademarks transmitted with the Information,
   3. Ensure that Delayed, End-of-Day and Historic Information is clearly labeled and the period of delay or time of original dissemination of Information is noted in all displays of Delayed, End-of-Day and Historic Information,
   4. Not allow Information to be displayed on public internet Websites next to content Tadawul considers inappropriate, including but not limited to explicit sexual content, expressions of racial or religious hatred, or incitement to violence, and
   5. Comply with such other Information display requirement as Tadawul may specify from time to time, on behalf of Tadawul or any other Information Provider.
4. Definitions:

   The following are the terms used for the purposes of Schedule 2 of this Agreement:

   1. Information: i) any data forming part or all of the products in which information is made available by Tadawul subject to the terms of the Tadawul Information License Agreement (TILA); and ii) any element of Information as used or processed in such a way that the Information can be identified, recalculated or re-engineered from the processed Information or where the processed Information can be used as a substitute for Information.
   2. Information Policies: the information policies mentioned in Appendix 3 of the TILA.
   3. Information Provider: any third party source of information that licenses Tadawul to make its information available as Information under the TILA, whether such information is disseminated by Tadawul, by its originator, or by a third party.
   4. Intellectual Property Rights: patents, trademarks, service marks, copyrights, database rights, know-how, trade secrets, trade names, logos, designs, symbols, emblems, insignia, slogans, drawings, plans and other identifying materials, in all forms whether or not registered or capable of registration and any other rights relating to intellectual properties in accordance with the applicable laws.