The following words and phrases appearing in these terms and conditions are to carry the meanings shown alongside:
ICAP / Company
Alistithmar Capital for Brokerage and Financial Services
Customer / Client
The person or entity in whose name one or more accounts or portfolios have been opened with ICAP and that has accepted this agreement by pressing the “I Accept” button.
Online Trading Facility
The access and use by a Client of ICAP, through a telephone, personal computer or any other electronic device, to the Client’s account or portfolio enabling him/her to enquire about the transactions and the prices of the securities listed on Saudi Stock Exchange, or Enquiring about its securities and cash balance held with the Company, and to trade by means of either sale or purchase of stock on the Saudi Stock Exchange or any other financial markets where ICAP provides its services, or Submission by the Customer of any Instruction to or in relation to the Services.
The sending of messages by the Company to a Customer nominated telephone or any other electronic device.
The issuance of an instruction made by the Customer to ICAP through or in relation to the Service to trade, whether such trade is conditional or otherwise, in any instrument, including but not limited to stock, share, equity, option, fund, security, metal or commodity, through or in relation to any market that ICAP may have or may provide access to for such trades.
One or more instructions recorded in an electronic form by the Customer and submitted by the Customer to the Company through or in relation to the Service.
One or more confidential codes, values, tokens or security devices, whether used individually or in combination or together with other codes, values or tokens, whether initially established by ICAP and provided to the Customer or determined by the Customer.
Any of the following:
- One or more confidential codes provided by the Company to the Customer in written, electronic or any other form.
- Any derived value based on the confidential codes described above or based on Passwords or on both, that accompanies a Customer instruction and that the Company, at its sole discretion, deems to be proof that such instruction originated from the Customer and is authentic.
Confidential codes or values determined by the Company and provided to the Customer in written, electronic or any other form and that is used by the Customer in conjunction with the Passwords or the Authorization Codes to gain access to the Service.
Any and all information including, but not limited to, User Identities, Passwords, Authorization Codes exchanged between ICAP and the Customer that allows, enables or assists the Customer in accessing the Service.
An ICAP assigned value representing the Customer and that may be used in conjunction with the Secrets to gain access to the Service or to use the Service.
A feature of that part of the Service that uses Telephony and that is available to the Customer as a preference of the Customer. The feature, when selected by the Customer, prevents the acceptance of Third Party Payment or Trading instructions, unless recognized by the Service as originating from a Customer predefined telephone line number.
Authorization Code Restriction
A feature of that part of the Service that uses Telephony and that is available to the Customer as a preference of the Customer. The feature, when selected by the Customer, prevents the acceptance of Third Party Payment or Trading instructions by the Service, unless the correct Authorization Code accompanies such instructions.
One or more third parties to whom the Customer has intentionally disclosed any or all of the confidential information.
The use by the Customer of a public telephone network service, a telephone device or any equivalent unencrypted communications path as a means of accessing and using the Service.
The use by the Customer of an Internet service provided for the public in environments including but not limited to Internet Cafés, airport lounges, hotels, resorts, shopping malls or such facilities made available by the Company to the Customer in the Company’s Head Office or Branch premises.
The use by the Customer of Internet services, using facilities other than those that the Customer knows to be under his own permanent control and supervision.
External Terms and Conditions
Any terms and conditions, including but not limited to the Account Opening Agreement, Credit Facility Agreement, Standard Terms and Conditions or any other terms and conditions between the Customer and the Company that predate, or are subsequently signed by the Customer, in addition to the terms and conditions of this agreement and that otherwise govern the relationship between the Customer and the Company
Days, dates and time periods, as determined from time to time by the Company, its service providers or its correspondents when Securities business may be conducted.
Dates and times determined from time to time by the Company, its service providers or its correspondents and at which the Company no longer accepts instructions for processing on that Business Day.
Any or all governments, agencies, corporations, societies or other entities involved in the Financial Services, information technology, information security, telephony or communications sectors.
The standards and norms for use, safety, non-disclosure of Confidential Information and security applicable to users of Online Trading services as made known from time-to-time to the public by the Industry.
General Terms of using Online Trading
- The client shall not be authorized to avail the Online Trading Services until after the pressing of “I Accept” button as show below which shall be construed as an acceptance to all of the terms and conditions stated here in and shall allow online access to the trade account of the client including both cash and portfolios.
- The client shall also undertake to furnish the Company with any additional information that it may require from time to time
- The information the client uses to access the company’s website on the internet for online trading purposes is privileged information and the client needs to ensure that this information is not disclosed to any third party and shall be held fully responsible for such information in the event any person gained access to it, even mistakenly.
- The client also undertakes to immediately notify the Company of either the loss or theft or unauthorized use of any of the aforementioned confidential information. In such event, and on receipt of the Customer’s written notification, the Company shall make its best efforts, always subject to the Company’s normal working hours, to stop all future use of the Service. The Customer agrees and acknowledges that the Company shall not be held liable for any unauthorized usage of the facility and manipulation prior to the receipt by the Company of the Customer’s written notification of the unintentional disclosure, loss or theft of any or all of the confidential information.
- The Customer acknowledges that Public Use, Open Use or Unsupervised Use by the Customer or by any of its Nominees, is associated with risk of disclosure of any or all of the Confidential Information and that any consequential losses, damages, claims or litigation arising from such use, are the sole liability of the Customer.
- The Company has the full authority to carry out any procedure deemed appropriate to protect the interests of the Client in accordance with the terms herein, and may take all appropriate measures to induce the Client to make all payments required to safeguard such interests.
- The Company shall, from time to time, charge the Client applicable fees (relating to service subscription and the constant availability and utilization thereof), and the Company reserves the right to amend such fees at any time subsequent to notifying the Client who hereby authorizes the Company to deduct such fees from any account of the Client that is held by the Company.
- The Customer hereby authorizes ICAP to electronically record any or all communications between the Customer and the Facility and acknowledges and accepts that such recordings made by ICAP shall be acceptable as evidence of such communications in any legal proceedings, resolution of any dispute or in any arbitration.
- The Company will not disclose to any third party any information concerning the Customer’s use of the Service unless such disclosure is
- required by law CMA or any other governing body in Saudi Arabia,
- authorized by the Customer,
- required to effect a Customer instruction or enquiry or
- required to resolve or support resolution of a dispute or claim of any kind or
- The Customer accepts and acknowledges that ICAP may, without recourse by the Customer or any Nominee, make such disclosures as stated above.
- Authority to Act
- The Customer hereby authorizes the Company:
- To implement and act on all instructions, whether financial transactions or other instructions received by the Company from the Customer through or in relation to the Service.
- To respond to any enquiry received by the Company from the Customer through or in relation to the Service.
- To debit any and all amounts to the Customer’s accounts for any financial transactions, instructions or enquiries, including any fees, commissions or charges, effected through or in relation to the Service.
- The Customer hereby authorizes the Company:
- Fees and Charges
- The Customer undertakes to pay any fees as determined by the Company for any or all enrolment into the Service, changes to Customer preferences for the Service and use of the Service, and as the Company may prescribe from time to time. The Company reserves the right to implement or to amend these fees at any time.
- Placement and Execution of Orders
- The name of the security
- The number of securities requested for trade
- Whether the order is to be executed at a fixed price or market price
- The validity of the order
- Before placing an order, the client must confirm that all information mentioned therein is true and accurate, this includes but is not limited to:
- The Company shall, as long as its online trading services are accessed using the Client’s username and transaction authorization code, treat any instruction it receives from the client through the online trading platform as being received from the client itself. The Company shall abide by such instructions within the boundaries of the capacity stipulated on the use of Online Trading by the client or the Company.
- The client shall be solely responsible for the instructions sent through his Online Trading account. This includes responsibility for any mistakes or omissions or any repetition of such instructions
- The Company or any of its delegated parties shall have the right to assume that all orders sent by the client are without error, and they shall follow and execute only if they contain sufficient information for the Company or any of its delegated parties to start execution of such orders and if they are within the scope of this agreement and the capacity of the client. The client’s account shall also cover all the charges that will be incurred to carry it out
- All trading transactions carried out through Online Trading are binding on the client and the proceeds of the sale of the securities shall be delivered to the client following the expiry of the settlement period.
- The Company has the discretion to refuse any transaction in the event that the credit balance in the cash account of the client is insufficient or will become insufficient upon completion of the relevant transaction.
- The Company may refuse to execute any orders that are not in compliance with the terms of this Contract or with CMA guidelines or any other governmental entity.
- The Client is prohibited from giving any orders that imply gambling, and from engaging in any imaginary or manipulative activities that may affect market prices and thereby breach the laws, regulations, and applicable rules, in particular, those relating to dealing and registration on the exchange. The Client shall bear any fines that are imposed by any regulatory authority as a result of the said actions.
- The Client hereby authorizes the Company to maintain electronic records of all instructions received from the Client through Online Trading.
- The Client acknowledges that the Company may not be able to affect a cancellation or modification request placed by the Client, irrespective of whether such a request was submitted prior to the receipt by the Client of a notification that the order to cancel or modify has been or will be affected.
- In the event the Client intentionally resolves to cancel or modify the order prior to the receipt of a notification from the Company that the order has been cancelled or modified, such a decision will be the Client’s full responsibility, and the Client acknowledges that neither the Company nor any of its representatives shall be liable for any loss or damage (including without limitation, damages for lost profits or lost opportunities).
- Client’s Acknowledgments
- The Client hereby acknowledges being aware that investment in stocks or any other capital market investments bears the risk of loss, which may deplete the entire amount invested by the Client.
- The Company will not act in any consulting capacity for the Client. As such, it will not provide any consultancy services relating to trading operations, and the Client hereby acknowledges that all decisions pertaining to the sale and purchase of any security are his own decisions, independently reached, without relying on any recommendations by the Company.
- While executing trading operations, the Company does not authenticate, by any means, the investment decision made by the Client, and it is understood that it is not the duty of the Company to offer any advice or approbation pertaining to the sale or purchase. In addition, the Company does not endorse or recommend any investment advice, whether offered by the Company or by a third party.
- The Company might not be able to execute the Client’s orders for reasons such as the non-conformity of the applicable price with the minimum/maximum price required by Tadawul, or the cessation of the trading of the shares by Tadawul’s administration.
- The Client hereby acknowledges being aware that in certain market conditions, it may be difficult or impossible for the Company to settle or dissolute the Client’s portfolio.
- The Customer acknowledges and accepts that the Company reserves the right to act on trading instructions made through the facility only during the business working hours as observed in Kingdom of Saudi Arabia and subject to Cut-Off timings.
- The Customer acknowledges and accepts that, in the event of any Customer instruction that requires currency exchange, the Company has the right to perform such currency exchange at the Bank currency exchange rates in effect at the time. The Customer further acknowledges and accepts that, in the event the Company has no such currency exchange rates in effect at that time, the Company may perform such currency exchange at the time such rates come into effect.
- The Customer confirms that he / she is aware of the security risks and of the Customer’s means of safeguarding against these risks arising from or in relation to the Customer or Nominee use of the Service.
- Breach by Client
- In the event of delay by the Client in fulfilling any of his obligations mentioned herein or stipulated by law, the Client shall be liable to compensate the Company for all material and moral damage resulting from such delay.
- In the event of the presence of more than one account for the Client with the Company in different currencies, the Company may cover from the Client’s account in another currency without informing him of the day’s official exchange rate.
- Duties And Obligations Of The Company
- Any application for enrolment to any part of the Service.
- Any instructions or enquiries received from the Customer through the Service.
- The Company undertakes to purchase and sell securities in the name and for the account of the Client, as stipulated in the provisions of Authorized Persons Regulations of the Capital Market Authority, without prejudice to the instances where the Company may purchase in its name for the account of the Client.
- The Company undertakes to exert its best efforts to guarantee the full performance of Online Trading.
- The Company undertakes to exert its best efforts to carry out the orders of the Client. In the event the Company is unable to execute the full quantity of securities stated in the order, the Client shall have no right to refuse acceptance of the quantity executed in his favour, unless otherwise stipulated by an explicit provision in the order.
- The Company undertakes to exert its best efforts to preserve the confidentiality of the information and documents relating to the Client within the scope of the law, provided that nothing in this paragraph will prevent the Company from fulfilling its disclosure requirements towards the CMA, or any other legal authority as per a resolution issued by a competent court.
- The Company undertakes to exert its best efforts to avoid a conflict of interest when executing any of the orders of the Client.
- The Company reserves the right to reject, for any reason whatsoever, and solely at its own discretion, and without any liability of any kind:
- The Company reserves the right to amend the terms and conditions at any time and the Company shall notify such amendments to the Customer. The Company undertakes to notify the Customer of such amendments in a manner selected by the ICAP. The continued use of the Service by the Customer or by any Nominee after such amendments constitutes acceptance by the Customer of such amendments.
- Limitations Of The Company’s Liability
- Communication failures, system or equipment failures, or any other partially or wholly technical defect.
- Fraudulent acts or forgery.
- Any accident that is beyond the Company’s will or control.
- That the Service will operate without interruption.
- That the Service is error free.
- That the information provided by the Service is current, accurate or relevant.
- The Company shall not be responsible for the quality, speed, performance, accuracy, reliability or continued availability, or any other matter related to the use of Online Trading by the Client.
- The Company shall not be liable for any delay in the execution, cancellation, or modification of the Client’s orders due to insufficient balance in the Customer’s account to permit the execution of the instructions or insufficient instructions to execute a transaction
- The Company shall not be liable for the difference between the price set at the actual execution of the order and that displayed at the Tadawul at the time of placing the order.
- The Company shall not be held liable in the event of a failure by Tadawul that may result in the loss of orders or the loss of priority of the orders
- The Company shall not be held liable in the event of failure by the Tadawul to deliver reports on the status of trading by the Client.
- The Company shall not be liable to the Client as regards any damage resulting from the use of Online Trading when such damage is totally or partially attributable to a third party.
- The Company does not represent or warrant the conformity of Online Trading with any specifications the Company may offer in this regard or that Online Trading is free and clear of any errors or defects.
- Except in the event of gross negligence or willful misconduct, neither the Company nor any of its officers, directors, employees, or agents shall be liable to the Client for any loss or damage incurred by the latter as a result of any action taken or omitted, which actions include, but are not limited to, the following:
- In all such events, the Company shall not be held liable to the Client or any other person or entity for damages of any kind arising from the use of Online Trading by the Client, his inability to use it, any delay or negligence on his part, or any interruption in the supply of service.
- The Company shall not be liable for any crashes or malfunctions in communications and facilities that are not under the Company’s control, and that may affect the accuracy or speed of any instructions sent through Online Trading.
- The Company shall not be liable for any virus on the personal computer of the Client or any problems arising there from.
- The Company does not warrant that the Service is fit for any particular purpose nor does ICAP warrant:
- Cancellation Of Online Trading
- This Contract may be automatically terminated by either of the Parties, without the need to undertake any further legal proceedings, if one Party notifies the other Party of the intention to terminate this Contract by virtue of a written notice.
- In the event of a breach by the Client of any of the terms of this Contract , the Company may immediately terminate this Contract and terminate the right of the Client to access and use Online Trading
- The obligations and liabilities of the Company and the Client shall remain outstanding after the termination or expiry of this Contract as regards any unsettled trading transactions, and the Parties shall be entitled to receive the commissions and incur the expenses pertaining to the said transactions.
- Risks Associated With Internet Usage
- Third-party interference in the communication, which may include the interception and fraudulent sending of messages, and any interference by impersonators such as internet hackers.
- Insertion of programs and systems by third parties, including viruses and spam bots.
- Failure of the communication network, including any interruption or delay that may lead to the delay or non- timely execution of brokerage operations.
- Internal amendments by the employees of the Client, made using the personal computer of the Client (in the event the Client is a corporation), or by any other delegated user (in all instances).
- Negligence in the handling of sensitive data by persons using the computer(s) of the Client, whether this data was stored on such computer(s) or was printed or extracted therefrom in any other way.
- Possibility of interference with the coding systems by force or by any other means of attack.
- Any other risks resulting from internet usage.
- The Client hereby undertakes and accepts all risks associated with internet usage related to the execution of brokerage operations. Such risks include, but are not limited to, the following risks:
- Representations And Warranties By The Client
- The Client undertakes to install, maintain, and continually update security programs and processes in addition to improving internet connections.
- The Client undertakes to maintain firewall and coding programs as well as passwords and surveillance devices to reduce the risks of internet usage in communication and Online Trading operations.
- The Client undertakes to limit the number of persons authorized to access the computer to the minimum number required for the efficient functioning of his computer systems.
- The Client undertakes to always update all his contact information, including his e-mail address and mobile phone number.
- The Client represents that he is the original owner and sole beneficiary of this account opening and that all the sources of his funds are legitimate. The Client is also obliged to submit to the Company any additional data that might be requested to identify the sources of his invested funds in the event of a purchase of securities. The Client also allows the Company to inquire about him at the banks he deals with, which information the Company shall keep confidential
- The Customer hereby accepts to indemnify the Company against any and all claims, litigation, damages and losses, of any third party, whether arising directly or indirectly from or in relation to any fault or failure of the Internet Service Provider to deliver, or of the Customer to receive any such Messaging.
- The Customer is solely responsible for any or all the necessary arrangements with third parties, including but not limited to, telecommunication providers or Internet Service Providers, for services, support, fees, charges or any other costs required or incurred by the Customer to use the Online Trading Facility.
- The Customer acknowledges and accepts that the Customer is responsible for using the Service only in accordance with its intended use. The Customer acknowledges and accepts that the Customer shall be liable for all damages, claims or litigation arising from any inappropriate use of the Service by the Customer or any or all of the Nominees.
- The Customer shall use the Service only in accordance with applicable governmental and statutory regulations in force from time-to-time, including but not limited to money laundering, financing of terrorism, and exchange control.
- The Customer acknowledges and accepts that the Customer shall be solely liable for all damages, claims or litigation arising from any use of the Service by the Customer or any or all of the Nominees in contravention of such governmental or statutory regulations.
- The Customer hereby authorizes the Company to send notifications and correspondence relating to the Service by electronic means including, but not limited to, fax, telex, and electronic mail or by means of the Service itself. The Customer must take all necessary measures to ensure the security and privacy of such notifications and correspondence.
- These Terms does not grant the Customer any additional rights to operate any account, or any additional rights to make any instruction, whether financial transaction or other instruction or enquiry over and above any such rights already granted to the Customer through the terms and conditions contained in the account opening form of ICAP.
- These terms and conditions shall be governed and construed in accordance with the laws, rules and regulations of the Kingdom of Saudi Arabia. In the event of any dispute, the Company and the Customer irrevocably provide to the exclusive jurisdiction of the Committee for Settlement of Disputes in Saudi Arabia.
- The Customer acknowledges and agrees that the Customer has read and understood and is bound by all of the terms and conditions stipulated here in.