electronic tadawul investment account agreement -...
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ELECTRONIC TADAWUL INVESTMENT ACCOUNT AGREEMENT
Introduction
The Agreement comprises the terms and conditions which govern the Client's relationship with SAMBA CAPITAL, and, together with all the documents referred to in this Agreement, forms the Client's contract with SAMBA CAPITAL in respect of all the services set out in Clause 4. SAMBA CAPITAL is authorised and regulated by the Capital Markets Authority to conduct Securities business
in the Kingdom. SAMBA CAPITAL's principal place of business in the Kingdom is Level 16 Kingdom Centre,
Olaya, P.O. Box 220007 Riyadh, 11311, Kingdom of Saudi Arabia.
By clicking the button "I AGREE" at the end of this Agreement, you are confirming that you have read and accept the terms and conditions contained herein (including the terms of the Schedules), will abide by this Agreement in its current form and are legally bound by this Agreement. The Agreement shall come into force once the Client has clicked the button "I AGREE" at the end of this Agreement.
Definitions
“Account” means the Tadawul Investment Account opened and operated hereby in the name of the
Client comprising the cash monies of the client deposited with a local Bank in the Kingdom and the
Tadawul member account for recording the securities transactions and holdings of the Client. The
context in which the term “Account” is used in the Agreement shall determine its nature.
"Platform" means the online internet based electronic trading platform offered by Samba Capital.
"APR" means the Authorized Persons Regulations promulgated by the CMA pursuant to the Capital
Market Law under Resolution Number 1-83-2005 on 21/05/1426 (as amended and re-enacted from time
to time).
“Business Day” means any day recognized by Tadawul as a business day
"CMA “ means The Capital Market Authority, of Saudi Arabia, established under the Capital Market
Law including where the context permits any committee, sub-committee, employee or agent to whom
any of its functions may be delegated.
"Capital Market Law" means the Capital Market Law issued by Royal Decree No. M/30 dated 2/6/1424
H (as amended and re-enacted from time to time).
“Client” means person/persons whose name/names and information is/are listed in schedule 1 in this
agreement.
“Client Money" means money that constitutes and is treated as client money in accordance with Part 7
of the APR.
“Investments” mean the investments in Securities made by the Client on Tadawul by using the services
of Samba Capital in accordance with the Agreement and includes the holdings of securities from time to
time in the Account.
"Instructions" means any instruction, authorization or other communication whatsoever which may be
or purports to be given from time to time by or on the Client's behalf by telephone or Internet (using the
Platform).
"Know Your Customer information" means the information provided by the Client to Samba Capital
prior to execution of this Agreement.
“Samba Capital” means Samba Capital & Investment management Company as described above. Any
refer to Samba Capital in this agreement will also be applicable to any delegated or related party
wherever the context requires regarding any decision might Samba Capital undertake or waive.
“Securities” means any shares, stocks, Bonds and Sukuks and other securities, listed on Tadawul.
“Tadawul” is the automated system for trading of Saudi shares on the Saudi Stock Exchange.
1. Name, Address and Regulator
Samba Capital is authorized and regulated by the CMA to conduct securities business in the Kingdom
and has its principal place of business as mentioned above in the Agreement.
2. Commencement
The Agreement shall come into force once the Client has clicked the button "I AGREE" at the end of this Agreement.
3. Investment Objectives and Restrictions
3.1 The Client's investment objectives are set out in the Samba Capital Know Your Customer Form
completed by the Client as part of the relationship establishment process, and which is deemed to be
attached hereto.
3.2 This Agreement sets forth the terms and conditions under which Samba Capital, its successors
and assignees will operate and keep the Client's Account, as per the Instructions given by the Client
from time to time in respect of the Investments.
4. This Agreement and Client Classification
4.1 This Agreement constitutes a legally binding document which will govern the basis on which
Samba Capital will provide the services specified in Clause 5 below to the Client. This Agreement
applies to each transaction that is entered into between Samba Capital and the Client. This Agreement
supersedes any prior agreement between Samba Capital and the Client. The Client hereby confirms that
it acts as principal and not as agent or otherwise on behalf of someone else in its dealings with Samba
Capital.
4.2 For the purpose of the APR, Samba Capital will classify and treat the Client as a "Execution
Only Customer", or a "Counterparty", as may be applicable.
The Client, has been classified as Execution-only Customer
4.3 This Agreement will always be subject to :
(a) the rules and customs of the Tadawul and the Depositary and/or any other institution or authority
notified under the Capital Market Law in this regard, from time to time.
(b) the Capital Market Law, and the rules & regulations made thereunder, including the Authorised
Persons Regulations; and
(c) all other applicable laws, rules and regulations that may be in force from time to time in the
Kingdom Of Saudi Arabia
(Collectively the "Regulations")
4.4 If there is any conflict between this Agreement and any of the Regulations, the latter shall
prevail to the extent of the inconsistency.
4.5 Samba Capital may take or omit to take any action, it considers necessary to ensure compliance
with any such Regulations and it will not be liable in respect of any such action taken in good faith.
Whatever Samba Capital does or fails to do in order to comply with the Regulations will be binding on
the Client. Any actions it takes or fails to take for the purpose of complying with the Regulations will
not render Samba Capital or any of its directors, officers, employees or agents liable. In addition, Samba
Capital retains the right to refrain from the execution of instructions made for the sale and purchase of
Investments in accordance with the Client’s instructions or the implementation of any transfer to or
from the Account in case Samba Capital is of the opinion, at its sole and exclusive discretion, that these
instructions cannot be put into effect. Opening Tadawul Investment Accounts in shall be restricted to
such persons permitted thereto by the laws of the Kingdom of Saudi Arabia.
4.6 All documents attached to this Agreement and other documents nominated or referred to
hereunder shall be deemed as an integral part of the Agreement and shall be interpreted and
implemented accordingly.
5. The Services
5.1 The services to be offered by Samba Capital pursuant to this Agreement, subject always to the
Client's classification and the terms and conditions hereof, shall be as follows:
(a) Administration: to open and maintain one or more Account(s) for the Client ;
(b) Execution: to effect transactions in Investments for the account of the Client, in accordance with
Instructions, either directly or through one or more clearing banks, brokers, trust companies,
member firms of any securities exchanges or financial institutions chosen by Samba Capital ; and
(c) Custody : providing, or arranging for third parties to provide, safe custody of Investments, if
requested by the Client.
5.2 Samba Capital shall, upon the Client’s Instructions, carry out all transactions related to the
purchase and sale of Investments, issued in Saudi Riyal on a cash basis, through the Account. However,
the Client agrees that Samba Capital shall have the right to decline, at its own discretion, to implement
any instructions issued by the Client. In the event that the credit balance in the Account may become
insufficient on the day in which the transaction is to be effected Samba Capital may ask the Client to
deposit any cash amount in order to ensure the fulfilment by the Client of the outstanding contractual
obligations, if Samba Capital deems it necessary to protect its interests.
5.3 The Client understands and agrees that all transactions to be executed by Samba Capital on
behalf of the Client under this Agreement shall be non-discretionary; that is, the Client shall make all
decisions with respect to the buying or selling of Investments, and shall instruct Samba Capital
accordingly, and Samba Capital will not effect any transaction without an Instruction. Samba Capital
shall not provide any advice when it operates the Account as per the Instructions and any decision to
buy/sell the Investments and shall be that of the Client acting on his/her/its own behalf.
5.4 Execution by Samba Capital of transactions pursuant to any Instruction does not imply Samba
Capital's approval or endorsement of such transactions or such Instruction.
5.5 Samba Capital may introduce the Client to another person and/or may appoint any other person,
whether in the Kingdom or overseas, for the purpose of effecting any transactions or providing any
other service or carrying on any activity relating to this Agreement, and the Client hereby acknowledges
that Samba Capital may from time to time act as agent for any other company. Samba Capital may also
engage sub-agents.
5.6 Samba Capital may also provide the Client with other services, the terms of which will be
notified to the Client in writing from time to time and where necessary Samba Capital may require the
Client to agree to such terms in writing. Any such additional terms will form part of and be
supplemental to this Agreement.
5.7 All Client Money will be segregated and held in a Client Account separately from Samba Capital’s
money and assets, except to the extent otherwise provided in this Agreement and permitted under the
APR. Client money will be held in a client account with a local Bank which may be a Bank in the same
group as that of Samba Capital and the Client hereby acknowledges and accepts the same.
6. Payment for Services
6.1 For the services provided under this Agreement, Samba Capital shall charge its standard fees as
specified the Standard Fee Schedule at Schedule 2. Samba Capital reserves the right in its discretion to
amend its standard fees, and shall communicate the same to the Client from time to time .
6.2 The Client shall be responsible for all expenses, taxes, fees or other costs or liabilities incurred
by Samba Capital in connection with the maintenance of the Account, except as otherwise provided in
the Standard Fee Schedule 2. Such other charges may include without limitation:
(a) any judgment, settlement or other costs and expenses, including legal costs, incurred in connection
with any actual or threatened action or proceedings relating to the Account.
(b) all taxes which may be due or payable on the Investments and the income attributable to the
Account;
(c) registration and other fees, stamp duty, brokerage and other charges payable in respect of the
acquisition and sale of Investments ; and
(d) all other costs and expenses reasonably incurred by Samba Capital in connection with the
Account, including without limitation sub-custodian and agency fees.
6.3 The Client shall pay to Samba Capital on a monthly basis, and also on the day upon which the
Account is closed, an amount equal to the total of all fees and other charges payable to Samba Capital as
aforesaid and not previously debited to the Account. Samba Capital is hereby authorized to debit the
Account monthly with the amount of all such fees and charges and the Client hereby irrevocably
authorizes Samba Capital to require payment by any custodian or sub-custodian hereunder of all
amounts due to Samba Capital hereunder. All payments due from the Client shall be grossed up to take
account of any withholding taxes or other deduction so that Samba Capital or any other payee receives
the gross amount due.
6.4 Fees, charges and any other amounts due hereunder from the Client to Samba Capital and
unpaid shall bear commission at the rate to be specified in the Standard Fee Schedule 2.
6.5 Commission & Commission discount : The Account shall bear & will have the commission rate
set as stetted in Schedule 2, Samba Capital reserves the right to grant a discount on the commission out
of it’s portion of the collectable commission, to any of its clients with an agreed upon commission rate.
7. Samba Capital acting as Principal
The Client acknowledges and agrees that Samba Capital may act as principal in a transaction with the
Client.
8. Risk Warnings
8.1 The Client acknowledges and agrees that it clearly understands that investing in equities like
shares, stocks or Sukuk involves the risk of loss and an opportunity to achieve profit and that in certain
market circumstances it may be difficult or impossible to liquidate the Investments, and that Samba
Capital, when implementing the Client’s instruction regarding the buying/selling of securities issued in
Saudi Riyal, is not in any way endorsing the Client's investment decision, and that it is not Samba
Capital's responsibility to advise the Client on such buy/sell transaction.
8.2 The Client acknowledges that Samba Capital has made the Client aware of and the Client
understands, the risks inherent in investing and/or trading in the Investments, including the possible loss
of principal.
8.3 The Client understands that certain Investments which may form the subject of this Agreement
in whole or in part, are not guaranteed or insured and that any such Investments are subject to loss.
8.4 The Client acknowledges and understands that certain Investments may be subject to restrictive
conditions as to tenor, exit, sale, redemption, liquidity, conversion and valuation.
9. Complaints
In the event of a complaint about the services covered by this Agreement the Client should contact or
address the complaint to, Samba Capital’s Compliance Officer at the address for notices specified in the
attached Schedule 1. Details of Samba Capital's complaints handling process are available on request.
10. Right to Realise Client Assets
Without prejudice to any other rights under this Agreement, the Client agrees that :
(a) Samba Capital may at any time in its discretion and without giving notice to the Client, debit
from any amount Samba Capital may owe to the Client or may be holding on the Client’s behalf,
against any liability or indebtedness owing to Samba Capital ;
(b) Samba Capital may convert any sums of money into such currencies as Samba Capital
considers appropriate and to merge, consolidate or combine all or any accounts or sub-accounts the
Client may have with Samba Capital to satisfy or diminish any obligations the Client may owe to
Samba Capital ;
(c) Samba Capital shall have a general lien and security interest on all property held by Samba
Capital or its nominees on the Client's behalf until the satisfaction of the Client's obligations to Samba
Capital and in the event that the Client does not satisfy those obligations, Samba Capital shall be
entitled to sell all or any part of that property held and apply the proceeds in paying the costs of such
sale and in or towards satisfaction of any obligations the Client may owe to Samba Capital.
11. Retention of records
The Client shall be responsible for retaining the statements of the Account as the Client’s permanent
records. Samba Capital will periodically transfer its copies of the Client’s statements as well records of
the Client’s Instructions, whether in writing, electronic form or telephonic form, to its microfilm or
and/or to any other generally recognized electronic record form. All records of statements and
Instructions which are more than ten (10) years old and telephonic records which are more than 3 (three)
years old, (or such other period as specified under the Regulations) may be destroyed at any time by
Samba Capital without notice to the Client. The Client agrees that Client’s records as described above
and any paper copy therefrom shall be considered for all purposes to be the original records.
12. Right to Borrow
Save as expressly provided for in this Agreement, Samba Capital is not responsible to borrow or raise
money on the Client's behalf or enter into transactions which will involve the Client having to borrow or
raise money as this must be done solely by the Client.
13. Custody
13.1 Samba Capital shall maintain the Investments which are held in the Account under a safe-
keeping capacity.
13.2 The Client 's Investments that are eligible for the Depositary Centre (as provided for in then
Capital Market Law) in Saudi Arabia will be held in an account in the Client's name with that
Depositary Centre.
13.3 The Client authorizes Samba Capital to sign on its behalf or to ratify its signature so that the
Investments may be transferred or ownership of which may be certified to the government and or
regulatory authorities. The Client shall be allowed to add into the Account(s) Investments by delivering
the same to Samba Capital provided that all dividends due up to that date have been received in full.
13.4 Samba Capital shall be responsible on the Client's Instructions for :
(a) acting as the Client’s agent in claiming and receiving any dividends, interest or other payments
and accounting for any rights accruing to the Client ;
(b) exercising any conversion or subscription right ;
(c) dealing with takeover or other offers or capital re-organisations.
5.31 The Client agrees that in the event of the custodian's default it may have to participate pro rata in
any irreconcilable shortfall, which may occur .
14. Client Money
14.1 Samba Capital will treat Client’s money in the Account in accordance with the Client Money
Rules set out in Part 7 of the APR. The Client's money will be segregated and held in a Client account
separately from the assets of Samba Capital, except to the extent otherwise provided in this Agreement.
Samba Capital may pass/ transfer the Client’s money from the Account to Exchanges, clearing houses,
and settlement agents within the Kingdom. The Client's money may cease to be treated as client money
in such circumstances and the Client consents to this.
14.2 Money will not constitute client money to the extent that it is immediately due and payable to
Samba Capital for its own account. Samba Capital will cease to treat as client money such amounts as it
holds on the Client's behalf that are equivalent to any amounts that the Client owes to Samba Capital
that are due and payable. The Client agrees that Samba Capital may use money to satisfy the Client's
obligations to Samba Capital.
14.3 In accordance with article 77 of the APR , No commission is payable to a client in respect of
client money held in a client account .
15. Offset
The Client hereby fully authorises Samba Capital to take offset actions and use any amounts that may
currently or thereafter arise in the Account and any other accounts held by the Client with Samba
Capital in addition to all of the Client's amounts deposited with Samba Capital from time to time. In
addition, the Client hereby authorises Samba Capital to sell, receive and transfer the Investments,
deposited with Samba Capital from time to time and use the net return generated therefrom in every
event or direction to settle the Client's indebtednesses and obligations towards Samba Capital or any
third parties, which may arise in connection with any of the Client's Investments, including without
limitation, the payment by Samba Capital of the unpaid portion of the rates of these securities, in the
manner determined at the time Samba Capital sells or settles the sale of these securities. This also
includes the payment of all expenses, taxes, charges and imposts that may arise in connection with the
implementation of any purchase and/or sale of the bonds, commercial papers and foreign investments
rated as per the Client’s instructions addressed to Samba Capital. In addition, the Client agrees that
Samba Capital is irrevocably and fully authorised to take actions directly in accordance with this clause,
without any notice served to the Client. Any guarantee the Client provides Samba Capital with or is
submitted to Samba Capital on the Client's behalf for whatsoever reason shall extend to include any
amount due on the Client's part after practicing the above-mentioned offset rights.
16. Dealing on cash basis only
All transactions made by Samba Capital as per the Client's instructions in connection with the purchase
and sale of Investments shall be made on a cash basis through the Account. The Client also understands
and agrees that Samba Capital has the right to refuse to execute any instructions the Client makes where
Samba Capital, at its exclusive discretion, is of the opinion that the Client 's Account balance is or will
be insufficient on the day such transaction is made. In case Samba Capital becomes, at any time, of the
opinion that it is necessary to protect itself, Samba Capital may, at its exclusive discretion, request the
Client to deposit any cash amount or guarantee in the Account in order to ensure the Client's fulfillment
of the contractual obligations.
17. Non-Optional Nature of Account
The Client hereby understands and agrees that Samba Capital, in the course of operating the Account in
accordance with the Client's instructions, does not operate in a consulting capacity and that the Client's
decisions to purchase and/or sell the above-mentioned Investments is exclusively at the Client's
discretion, with no reliance on any recommendation by Samba Capital. In addition, the Client
understands and agrees that securities investment implies both loss risks and profit opportunities and
that it may be difficult or impossible under certain market circumstances to liquidate a portfolio.
Moreover, the Client also understands and agrees that Samba Capital, in the course of executing the
Client's instructions concerning sale and/or purchase of Investments, does not approve, in any manner
whatsoever, the Client's investment decision and is not obliged to give advice concerning a certain
purchase and/or sale.
18. Purchase / Sale / Cancelation /Amendment Instructions & Procedures
When the Client decides to sell and/or purchase Investments through the Account, the Client shall
submit its request to Samba Capital by any of the following means: Certified telex, facsimilie, written
and signed instructions, or telephone instructions (in which case, the Client agrees to and accepts the
provisions of Clause 22 below). In the Client has entered the Terms and Conditions of the Account of
Online Trading Program Offered by Samba Capital and contained in Schedule 3 hereto, the Client may
provide instructions to Samba Capital through Samba Capital’s website- www.sambacapital.com in
accordance with such Terms and Conditions. In addition, Samba Capital retains the right to document
all requests and reject any requests made in a manner non-compliant with the Account documentation
and/or the Online Trading terms & conditions. Moreover, Samba Capital has the right to record all
phone instructions made to Samba Capital. Instructions that the Client submits to Samba Capital shall
contain all required particulars such as the description of Investments required to be purchased or sold,
quanitity, rates & rate limit within which purchase or sale is to be completed, in addition to the date on
which a purchase or sale is to be made. All transactions shall be binding, unless disputed within one day
following the transaction. In case a dispute arises in connection with any transaction, the Client agrees
to inform Samba Capital within one (1) day by means of one of the abovementioned methods employed
for request submission. Sale for futures (i.e. the sale of assets that the Account does not include) is not
permitted. In case the Client undertakes a transaction that renders the Account overdrawn, Samba
Capital retains the right, without being obliged to do so, to cover the excess as per the prevailing market
prices without consultation with the Client's, and the Client will be fully liable for the consequences of
such transaction. Subject to Tadawul’s rules & regulations, the Client shall have the right to attempt to
cancel any buy or sell order(s) in their respective account where and when applicable depending on the
original order’s status and subject to market conditions. All filled orders are deemed binding to the
Client and cannot be cancelled. The Client shall have the right to attempt to, amend unfilled or partially
filled buy and sell orders, by ether price or by quantity or by both when applicable. All portions of a
partially filled order(s) are deemed binding and cannot be cancelled.
19. Phone Instructions
Samba Capital may make telephonic calls to the Client relating to the operation of the Account. Samba
Capital may rely upon and act in accordance with a phone call made from time to time through the
phone on the Clien’s behalf by any person that the Client notifies Samba Capital thereof in writing and
Samba Capital is not obliged to inquire of the authority or validity of such person that makes or claims
to make such phone call. In addition, Samba Capital has the right to deem such phone call as a complete
delegation binding on the Client. Where the Client elects to use the phone or any call in service then the
Client acknowledges that the Client shall assume full responsibility and liability for the misuse of any
pin or code numbers for excuting any transaction. In addition, Samba Capital has the right, with no
obligation, to take the necessary steps in connection with or depending on such phone call as Samba
Capital deems, in good faith, appropriate, whether such call includes payment of any amount, deduction
or addition to any account or is related to the disposal of any amount, Investments, documents or the
like in spite of any errors, misunderstanding or ambiguity of the items of such phone call. In addition,
the Client undertakes to compensate Samba Capital for all losses, claims, demands, actions, damages,
costs and expenses incurred by Samba Capital, of whatsoever kind, and irrespective of the manner they
arise in, provided that Samba Capital has acted in good faith. The provisions of this clause remains valid
and in full force and effect unless Samba Capital receives and has the reasonable time to act in
accordance with the Client's termination by written notice. However, this termination shall not discharge
the Client from any liability in connection with any action taken by Samba Capital in accordance
therewith prior to the expiry of such period.
20. Using Client’s Account
(a) The Client understands that the Account will be used in connection with the purchase and sale of
Investments as per the Client’s instructions. In particular, the Account may not be deemed as a
checking or current account. In addition, the Client may transfer cash from the Account to the
Client's other Accounts with Samba Capital or to an account with another Bank in the Kingdom,
in accordance with ordinary Banking requirements, provided that such dealing remains all the
time subject to the provisions of this Agreement.
(b) Under the Cient's delegation to Samba Capital under Appendix A herein, Samba Capital may
under best efforts basis, and on the Client’s behalf, collect profits payable to the Client for its
Investments. In all cases, Samba Capital shall not be liable for its failure to act in such manner in
case this failure is due to reasons beyond the reasonable control and authority of Samba Capital,
including without limitation the loss of cheques delieverd to Samba Capital and the cases when
the parties that issued those securities insist that the profits should be directly paid to the Clients.
21. (a) Honest Deposit Services
The Client hereby agrees that Samba Capital acts as an honest depository to the Investments in
the Account. Samba Capital may act on behalf of the Client and/or verify/confirm the Client's
signature in the manner that allows the transfer or approval of securities to the governmental or
regulatory authorities. In addition, the Client agrees that the Account includes and will include
only the Client’s own and acceptable securities. In addition, the Client can add to the
Investments other bonds, Sukuk and securities issued in Saudi Riyals through the delivery of
such bonds or Sukuk to Samba Capital, provided that all profits due for such bonds or Sukuk
have been collected in full and the bonds themselves are paid in full.
(b) Disclosure of Identification
The Client agrees that Samba Capital may disclose whether in writing or verbally the Client's
name and address and refer the Investments to any regulatory authority or any company in
which the Client possesses such securities, for complying with Regulations.
22. Enforceability for Inheritance/Successors
Where the Client is an individual, the Client hereby agrees that the present Agreement along with all
terms and conditions thereof shall be binding to his/her heirs, executors, inheritance administrators,
personal representatives and successors. In addition, the Client agrees that this Agreement does not
terminate on his/her death or disability. Where the Client is a partnership, a limited liability company or
another corporate body, the Client agrees that such Agreement along with its terms and conditions are
binding to its successors and that this Agreement shall not terminate in case of its dissolution or
liquidation or in case of the death of any partner thereof or the dissolution or liquidation of any partner
or shareholder thereof, whenever such partner is a corporate body. Notwithstanding, Samba Capital
may, at its sole discretion, suspend the operation of the Account and reject any instructions related
thereto or to any other investment under this Agreement, until Samba Capital receives a judicial order or
instructions signed by the remaining partners in the Account, the heirs, executors, administrators,
personal representatives and successors of the Client in a form acceptable to Samba Capital.
23. Joint Accounts
No joint accounts may be opened for the purpose of the Account
24. Finality of Statements and Notices
24.1 Samba Capital shall send confirmations / contract notes, by mail of all transactions to the Client
within 3 days of execution. In case the Client operates the Account by using the Platform, the Client can
view all trade confirmations via the Platform itself. Samba Capital shall be entitled to assume that a
trade confirmation is correct and approved by the Client if the Client makes no written objection within
24 hours of receipt or display on the Platform.
24.2 In accordance with its normal practice, Samba Capital shall prepare and submit to the Client at
least every year (or such other period as may be determined by the Regulations) a statement detailing
the securities and securities-related cash balances contained in the Account, the particulars of each and
every transactions and changes in the Account for the relevant period, details of and securities or total
amounts of monies transferred into or out of the Account. Specifically each statement shall contain,
among other things, listings of all the Investments held in the Account as at the end of the relevant
period and shall show the cost and value of each of the Investments as on the date of the statement.
24.3 The statements referred to above shall be provided in Arabic and/ or English based on the
Client’s request . All such statements shall be conclusively deemed correct unless errors are brought to
the attention of Samba Capital in writing with-in the time period referred to in the statement.
25. Postal Address:
All Samba Capital statements, notices and other written correspondences addressed to the Client shall
be sent via mail to the Client’s postal address stated in Schedule 1 of this Agreement. Samba Capital's
address for notices is also set out in Schedule 1.
26. Agencies and Powers of Attorney
The Client understands and agrees that where the Client delivers to Samba Capital a notarized power of
attorney under which the Client delegates a true agent to be in charge of the operation of the Account
and the issuance of applicable instructions to Samba Capital on the sale and/or purchase of Investments
and Samba Capital has reasonable grounds to believe that such power of attorney has been made legally
on the Client's behalf, Samba Capital then may fully rely upon and act in accordance with such power of
attorney. In particular, the Client understands and agrees that Samba Capital may not be held liable for
the defaults and illegality of the authentication of the said power of attorney at a notary public or for its
implied risks or cancellation, unless Samba Capital is notified thereof in writing. Samba Capital shall
be entitled to rely on such power of attorney and which shall remain in full force and effect until Samba
Capital receives a written notice of its cancellation (irrespective of any prior date in this notice as being
the date of such cancellation). In addition, the Client agrees to compensate and hold Samba Capital
harmless in connection with all claims and obligations paid and incurred by Samba Capital in
connection with reliance upon such power of attorney and operation of the Account and sale and/or
purchase of Investments as per the instructions made by the agent nominated therein.
27. Closing of the Account
Both, the Client or Samba Capital may close the Account at any time for whatsoever reason with thirty
day prior written notice. Such notice shall exclude and not affect any matters pertaining to any direct or
indirect liability for the operations made prior to the effective date of closure or Samba Capital
receiving the termination notice, whichever comes first.
28. Samba Capital as Your Agent
The Client hereby irrevocably appoints Samba Capital to be its true agent in accordance with Appendix
A attached to this Agreement.
29. Samba Capital’s Liability
(a) Samba Capital shall not be held liable for any loss that the Client may suffer or incur, excluding
the losses occurring due to material negligence or omission on the part of Samba Capital in
fulfilling its obligations as an honest depository and an agent as per the provisions herein stated. In
particular, Samba Capital shall not be held liable for any losses or costs (unless being due to
material negligence or omission on the part of Samba Capital), that may arise due to :
i. Loss, damage or wrong delivery of any Investments or any other certificates, notices or
property deeds.
ii. Delay to purchase, sell or receive returns, profits and other rights related to the
Investments.
iii. Termination or suspension of trading (Tadawul) for any reasons.
iv. Market changes or unavailability of liquidities that may affect the rates of Investments.
v. Imperfections of telecommunications, devices or equipment or both complete and partial
technical failure.
vi. Lack to documentation, validity or legality of stock dealings.
vii. Any action or default on the part of any correspondent bank, brokerage agent, vendor,
purchaser, offset house, regulatory authority and registration agent.
viii. Fraud, forgery or error in connection with the dealings of Investments.
ix. Any other event beyond the control of Samba Capital.
(b) Samba Capital shall not be liable for any indirect or consecutive losses:
(c) The Client agrees to compensate Samba Capital for any liabilities, losses, costs or expenses that
may arise in connection with any claims by third parties or claims by the regulatory authorities,
unless being due to material negligence or omission on the part of Samba Capital.
30. Conflict of Interests
The Client understands and agrees that Samba Capital may, from time to time:
(a) Have a certain interests in the Investments with Samba Capital that are purchased and/or sold for the
customer’s account3
(b) Purchase and/or sell the said investments for any of its other customers3
(c) Have banking relationships with the companies with investments deposited, purchased and/or sold
for the customer’s account3
(d) To purchase and sell on behalf of the customer when capital services where Samba or Samba Capital
is involved as an issuer, manager, arranger or coordinator.
31. Sharing and disclosure of information
Except as may be otherwise prohibited by law, the Client hereby agrees and consents that Samba
Capital may share with and disclose to Samba Financial Group, as Samba Capital may deem fit, the
Client’s information that the Client provides to Samba Capital, or that Samba Capital obtains or creates
as a result of transactions or other activities for or amongst other things, the purpose of Samba Financial
Group providing the banking services to the Client. All information given or shared with Samba
Financial Group shall be kept confidential and be only used for the purpose of the provision of services
to the Client pursuant to the terms and conditions entered into between the Client and Samba Capital.
32. Pledge
Where the Client has pledged any assets in the Account or Investment Account, the Client hereby
irrevocably agrees, consents, authorizes and indemnifies Samba Capital to act solely on the directions
and instructions given by the pledgee until such time as both the pledgee and the Client revoke this
authority in writing signed by the two parties.
33. Transfer, Assignment and Notices
No provision of the present Agreement may be assigned or transferred unless such assignment or
transfer is made in writing and signed there against by the person wishing to execute such transfer or
modification. The non-insistence on the part of Samba Capital at any time to strictly abide by the
present Agreement or any term thereof, even in ongoing basis, may not constitute or be deemed as a
waiver by Samba Capital of any of its rights or obligations. In addition, Samba Capital’s failure to claim
from the Client through any term of the herein Agreement shall not lead to the absolute dissolution of
the Agreement or any of its provisions. Moreover, this failure may not constitute an abstention from
taking such an action. This Agreement constitutes the whole understanding between the Client and
Samba Capital in terms of its subject and the Client is not allowed to transfer the Client's rights and
obligations hereunder without a prior, written consent by Samba Capital. The notice and other
communications delivered or sent by mail to the below-mentioned address shall be deemed to have been
delivered to the Client in person until Samba Capital receives a written notice with another address.
34. General Rules of Saudi Riyals Investment
34.1 The Client hereby understands and agrees that all dealings pertaining to the stocks of the joint
stock companies and other trading-enrolled investments shall be subject to the laws and regulations of
the Saudi Arabian Capital Market Authority, and the Client acknowledges that the Client has perused
Appendix B of the Agreement and has herby accepted to abide by the Agreement and its appendices,
schedules and terms.
34.2 In case a dispute arises between the two parties and no amicable resolution is reached thereof,
the dispute shall be referred to the Committee for the Resolution of Securities Disputes of the CMA,
which is competent to consider the dispute and issue a binding award to the parties hereto. This final
award shall be executable inside/outside the Kingdom of Saudi Arabia, at the sole discretion of Samba
Capital, at any competent court despite the non-existence any agreement with the Kingdom of Saudi
Arabia expressly permitting such execution. In addition, the Client expressly waives any defence that
may rely upon the lack of such agreement. As additional communicated for approval by Samba Capital
of the Client’s request to open a Saudi Riyals Investment Account, the Client’s hereby acknowledges
that the Client has carefully read all the above-stated terms and conditions and agrees to systematically
fully abide thereby.
Accordingly, the Client accepts the terms and conditions of such application including those contained
in Appendix C and the Agreement as well.
35. Change of terms of Agreement.
SAMBA CAPITAL may change the terms of this Agreement at any time by written notice and sent to
the address of the Client as shown on SAMBA CAPITAL’s records. Such amendments shall become
effective a minimum of thirty (30) days after the date of such notice by SAMBA CAPITAL and
thereafter shall be binding upon the Client, its successors and its assigns, provided, however, that any
such changes that are necessary to comply with any applicable requirements of any regulatory agency or
exchange, market or clearing house shall become effective on notification by SAMBA CAPITAL to the
Client.
Appendix A
Power of Attorney
I Undersigned, hereby irrevocably appoint Samba Capital & Investment management Company CR
10100237159 as a true, legal agent ( the “Agent”) to act on my behalf, in my names in full powers and
authorities of delegation and power of attorney to sign and deliver any documents, including the receipts
deemed necessary by the Agent to undertake purchase and/or sale of general Saudi stocks or Saudi
government bonds (Saudi Riyals bonds and securities) and/or receive dividends, commissions and
payments and/or the issuances of the stocks pertaining to the Saudi Riyals bonds and securities
registered in my names on my behalf. The required document may be signed by virtue of this power of
attorney by any Samba Capital employee.
In witness whereof, the Undersigned has signed below and on the delivery of power of attorney
to Samba Capital on this day
Appendix B
PROHIBITION OF MARKET MANIPULATION
1. Prohibition of manipulative and deceptive acts or practices
a. It is prohibited for any person to engage in or participate in any manipulative or deceptive acts or
practices in connection with an order or transaction in a security, if the person knows or has
reasonable grounds to know the nature of the act or practice.
b. It is prohibited for any person to, directly or indirectly, enter an order or execute a trade in a
security for the purpose of creating any of the following :
1) a false or misleading impression of trading activity or interest in the purchase or sale of the
security; or
2) an artificial bid price, ask price or trade price for the security or any related security.
2. Manipulative and deceptive acts or practices
a. The following actions shall be among those considered as manipulative or deceptive acts or
practices:
1) making a fictitious trade; or
2) effecting a trade in a security that involves no change in its beneficial ownership.
b. The following acts shall be among those considered as manipulative or deceptive acts or practices
when committed for the purpose of creating a false or misleading impression of trading activity in a
security or interest in the purchase or sale of the security, or for the purpose of creating an artificial
bid price, ask price or trade price for a security:
1) entering an order or orders for the purchase of a security with the prior knowledge that an
order or orders of substantially the same size, time and price for the sale of that security, has
been or will be entered;
2) entering an order or orders for the sale of a security with the prior knowledge that an order or
orders of substantially the same size, time and price for the purchase of that security, has been
or will be entered;
3) purchasing or making offers to purchase, a security at successively higher prices or in a pattern
of successively higher prices;
4) selling or making offers to sell a security at successively lower prices or in a pattern of
successively lower prices; or
5) entering an order or orders for the purchase or sale of a security in order to:
establish a predetermined sale price, ask price or bid price;
effect a high or low closing sale price, ask price or bid price;
maintain the sale price, ask price or bid price within a predetermined range; or
entering an order or a series of orders for a security that are not intended to be executed.
INSIDER TRADING
1. Disclosure of inside information and insider trading defined
a. For purposes of the application of Article 50 of the Capital Market Law and the provisions of this section
:
1) A security related to inside information must be a traded security.
2) A security related to inside information shall mean any security whose price or value would be
materially affected if the information was disclosed or made available to the general public.
3) A person shall be considered directly trading in a security in any of the following two situations :
if he executes a trade in the security for any account in which he has an interest; or
if he makes a bid or offer on the Exchange for the security.
4) A person shall be considered indirectly trading in a security in any of the following situations:
if he executes a trade as agent for another person;
if he arranges a trade to which a relative or person with whom he has a business or a contractual
relationship is party ; or
if he arranges for his agent or any other person acting on his behalf or at his direction to trade in
the relevant securities.
5) Trading shall constitute insider trading, if it is directly or indirectly effected in a security related to
inside information.
b. For greater certainty, insider means any of the following :
1) a director, a senior executive or an employee of the issuer of a security related to inside information;
2) a person who obtains inside information through a family relationship, including from any person
related to the person who obtains the information;
3) a person who obtains inside information through a business relationship, including obtaining the
information :
from the issuer of a security related to inside information ;
from any person who has a business relationship with the person who obtains the information ;
or
from any person who is a business associate of the person who obtains the information.
4) a person who obtains inside information through a contractual relationship, including obtaining the
information :
from the issuer of a security related to inside information; or
from any person who has a contractual relationship with the person who obtains the information.
c. For greater certainty, inside information means information that fulfils the following :
1) information that relates to a security ;
2) that has not been disclosed to the general public, and that is not otherwise available to the general
public ; and
3) that a normal person would realize that, in view of the nature and content of the information,
disclosing it or making it available to the public would have a material effect on the price or value of
the security.
2. Prohibition of disclosure of inside information
a. An insider is prohibited from disclosing any inside information to any other person when he knows or
should have known that it is possible that such other person may trade in the security related to the inside
information.
b. A person who is not insider is prohibited from disclosing to any other person any inside information
obtained from an insider, when he knows or should have known that it is possible that such other person
to whom the disclosure has been made may trade in the security related to the inside information.
3. Prohibition of insider trading
a. An insider is prohibited from engaging in insider trading.
b. A person who is not insider is prohibited from engaging in insider trading if he obtains the inside
information from another person and he knows or should have known, that the information is inside
information.
UNTRUE STATEMENTS
1. Prohibition of untrue statements
A person is prohibited from making an untrue statement of material fact verbally or in writing or from failing
to make a statement required to be made under the Capital Market Law, the Implementing Regulations, or
the rules of the Exchange or the Depositary Center, if the statement is made, or the person fails to make the
required statement, for the purpose of influencing the price or value of a security, inducing another person to
purchase or sell a security, or inducing him to exercise or refrain from exercising rights under a security.
2. Rumours
a. A person is prohibited from circulating, directly or indirectly, an untrue statement of material fact or
a statement of opinion for the purpose of influencing the price or value of a security or for any
manipulative purpose.
b. The prohibition in paragraph (a) applies to a statement made by the person who circulates the
statement or to a statement made by another person.
3. Untrue statements defined
a. A person makes an untrue statement of material fact in any of the following circumstances :
1) if he makes a statement that is false or inaccurate in a material respect;
2) if he procures another person to make a statement that is false or inaccurate in a material respect;
3) if he makes a statement that contains a misrepresentation of a material fact;
4) if he procures another person to make a statement that contains a misrepresentation of a material
fact; or
5) if he omits a material fact when making a statement.
b. A material fact is any information relating to a security which, if the investor knew about, would
have materially affected the price or value at which the investor purchased or sold the security.
4. Article 10: Responsibility for untrue statements
For the purposes of application of Article 56 of the Capital Market Law and the provisions of this section
:
a. A person shall be liable for damages to a claimant if he makes an untrue statement of material fact
and the statement is made :
1) for the purpose of profit or commercial benefit ; and
2) in relation to the purchase or sale of a security.
b. A claimant for damages under paragraph (a) of this Article must establish that :
1) he was not aware that the statement was untrue;
2) he would not have purchased or sold the security in question if he was aware of the untrue
statement, or that he would not have purchased or sold the security at the price at which such
security was purchased or sold ; and
3) the person who made the untrue statement knew, or knew that there was a substantial likelihood,
that the statement was untrue in relation to a material fact.
c. A person shall be liable for damages to a claimant, if he is obliged under the Capital Market Law,
the Implementing Regulations, or the rules of the Exchange or the Depositary Center to make a
statement and fails to do so provided that :
1) the claim for damages is in relation to the purchase or sale of a security ; and
2) what has been omitted relates to a material fact.
d. A claimant for damages under paragraph (c) of this Article must establish that :
1) he was not aware of the failure to make the statement ; and
2) he would not have purchased or sold the security in question had he known in advance that the
statement was omitted, or that he would not have purchased or sold the security at the price at
which such security was purchased or sold.
Appendix C To: Samba Capital
الملحق ج
شركت سامبا لألصول وإدارة االستثمار: إلى
I undersigned declare that:
:أقش أا انقغ أدا
I am not legally prohibited to be dealt with,
and that all the information and data provided
by me are true and reliable, I understand the
terms, conditions and other provisions of the
account opening agreement.
غيش يع ششػيا ي انخؼايم يؼي إ جيغ انبيااث إي
انخي صدحكى با صحيحت يثقت أي فج أحكاو ششط
3صص احفاقيت فخح انحساب
I would be liable before the competent
authorities for the funds deposited to my
account by me personally or deposited by
others with or without my knowledge;
I would be also liable whether or not I
subsequently use these funds personally, or
even if I did not use it, but I failed to formally
whenever I knew about the existence of such
fund in my account.
بأي يسؤل أياو انسهطاث انخخصت ػ األيال انخي أقو
بئيذاػا شخصيا في حسابي أ يدػا انغيش في حسابي
بؼهي أ بذ ػهي إرا يا حصشفج بز األيال شخصيا
نكي نى أبهغ ػا فيا بؼذ أ حخى فيا إرا نى أحصشف با
3سسيا في حال ػهج بجدا في حسابي
I also confirm that the funds deposited to my
account are from legal sources, that I am
liable for the funds being free from forgery or
counterfeiting and that if Samba Capital
receives from me/us any counterfeit notes,
I will not be refunded or compensated.
أقش أيضا أ األيال اندػت في حسابي احجت ػ
شاطاث يششػت إي يسؤل ػ ساليت ز األيال
ششكت جاندػت في حسابي ي انخضييف في حال اسخه
ال ي أيت أيال يضيفت فئ سايبا نألصل إداسة االسخثاس
3يحق ني اسخشداد ز األيال أ انطانبت بانخؼيض ػا
I, the undersigned, acknowledge my
commitment for being responsible for
updating my personal data every year or
earlier if so requested by Samba Capital.
Moreover, I undertake to apply to renew the
ID before the expiry of its validity, and if no
expiry date is stated the following shall be
applied:
ي انخضايي بانقياو بخحذيث بيااحي هأقش أا انقغ أدا بؼ
3 يفؼنا إخاءكزنك أحؼذ بخقذيى حجذيذ نهيت قبم سكم
في انحانت انخي يك فيا حاسيخ اخاء انيت غيش يزكس
3سيطبق انخاني ركش
I acknowledge that Samba Capital will freeze
my account if I fail to follow the above-stated
regulatory requirements.
حقو سف ششكت سايبا نألصل إداسة االسخثاسأقش إ
بخجيذ حسابي في حال ػذو انخضايي بانخطهباث انظاييت
3أػال
Accordingly, the Client accepts the terms and conditions of such application including those contained
in all Appendices A, B& C, and the Agreement as well.
SCHEDULE 1 - Notices
Part 1 - Samba Capital &Investment Management Company
Address (es): Level 16
Kingdom Centre
Olaya Street
P. O. Box 220007
Riyadh 11311
Kingdom of Saudi Arabia
Fax Number: 00966 1 211 7738
Part 1 – Client / undersigned
SCHEDULE 2– Commissions
1- The maximum commission is (0.0012) of the trade value.
2- The minimum commission imposed will be SR (12.00) for any executed order equal or less than
SR (10,000).
Schedule 2
ACCOUNT OF ONLINE TRADING PROGRAM OFFERED BY Samba Capital – TERMS &
CONDITIONS
The Platform
The Platform is a means by which, through the Internet, the Client may:
(i) obtain information about the Client’s online local brokerage accounts held with Samba Capital (each
a “Client Account”); (ii) transfer funds to any Client Accounts; (iii) obtain market reports on stocks and
other investments; (iv) receive real-time and closing quotations for stocks and other investments on
certain stock exchanges; (v) initiate investment transactions including transactions involving Saudi
general stocks and Saudi government Sukuk, or any other Saudi Riyals investment as may be agreed
between the parties from time to time [please confirm if there are any restrictions on classes of
investments for which this agreement may be used] s; and (vi) receive confirmation of the purchases
and sales of stocks and other investment products. This Agreement will also govern any additional
services or features that Samba Capital may, from time to time, offer through the Platform to those
Clients eligible for such additional services or features.
Samba Capital shall have sole and complete control over the Platform. Samba Capital reserves the right
to make, at any time, modifications to the configuration, appearance and content of the Platform.
Access to the platform
Samba Capital will provide the Client with information as to the means by which the Client may access
the Platform through the Internet. The Client understands, acknowledges and accepts all risks associated
with such remote accessing system including the risks that the Client’s confidential transactions may be
breached, that third-party interference may occur, and various other security risks. The Client further
accepts that Samba Capital shall not be responsible to the Client for any damages the Client may suffer
through use of the Platform when such damages are attributable, in whole or in part, to any third parties.
To access the Platform, the Client understands that it must have computer hardware and software that
meet or exceed the minimum standards specified by Samba Capital. Samba Capital reserves the right to
modify, from time-to-time, such minimal Platform access standards and Client agrees that Samba
Capital shall bear no liability for any additional costs accruing to the Client from purchasing additional
hardware or software necessary to meet such revised Platform access standards.
Instructions Through the Platform
The Client acknowledges that Samba Capital will treat as having originated from the Client any
instruction transmitted through the Platform (the “Client Instructions”) if the Platform was accessed
using the Client’s User ID and Password. Samba Capital will comply with the Client Instructions to the
extent that they do not exceed any limits of authority placed on the use of the Platform by the Client or
by Samba Capital.
The Client understands and agrees that the Client is solely responsible for any Client Instructions made
through the Platform, including any errors, omissions or duplications in such Client Instructions. The
Client acknowledges that Samba Capital and any delegated party is entitled to assume that any such
Client Instructions are without error. Samba Capital or any delegated party may act upon such Client
Instructions if they contain sufficient information for Samba Capital or any delegated party to initiate a
transaction and are within the limits of the Client’s authority.
Liability with Respect to Accessing the Platform
The Client is liable to Samba Capital for any damages arising from the Client’s negligence or willful
misconduct in accessing and using the Platform or in safeguarding the Client’s User ID and Password
and issuing Client Instructions. With respect to Client Instructions, Samba Capital is only liable to the
Client for any damages arising from Samba Capital’s gross negligence or willful misconduct in respect
of such Client Instructions.
Initiating Transactions Through the Platform
The Platform enables Clients to initiate Brokerage Account trades (“Brokerage Trades”).
Use of Account; Availability of Funds
The Client agrees that the Client will not be able to effect transactions through the Platform unless
sufficient funds are properly credited to the Client’s Saudi Riyals Investment Account for the purpose
the transactions.
Samba Capital’s Duty of Care with Respect to Trading Activities
In acting upon any Client instruction and carrying out any brokerage trade on Client’s behalf (each a
“Trade”), Samba Capital shall be obligated only to act in good faith and to exercise reasonable skill,
consistent with the standards and practices of the banking and investment brokerage industry in Saudi
Arabia. Samba Capital may decline to act upon any Client instruction requesting Samba Capital to
transact a Trade if Samba Capital reasonably doubts the contents of such Client instruction or for any
other business reason as determined by Samba Capital. Samba Capital will promptly inform the Client
if it declines to act upon any Client Instruction requesting Samba Capital to effect a Trade.
Modification or Cancellation of Trades Requested by the Client
If the Client recalls, cancels or amends any Client instruction made through the Platform (each an
“Amending Instruction”), Samba Capital shall use reasonable efforts to comply with such Amending
Instruction. Client understands and agrees that Samba Capital shall not be responsible for any inability
to comply with such Amending Instruction, nor shall Samba Capital be liable for any loss or expense
that the Client may suffer on account of Samba Capital being unable to implement the Amending
Instruction. The Client will reimburse Samba Capital for any costs Samba Capital may incur in
attempting to carry out any Amending Instruction.
Warranties and Disclaimers
No Representations or Warranties by Samba Capital
Samba Capital makes no representations to the Client regarding the quality, timeliness, performance,
accuracy, reliability, continued availability or anything else with respect to the Client’s use of the
Platform. Samba Capital does not warrant or represent that the Platform will conform to any description
thereof provided by Samba Capital or that the Platform will be free of errors or defects.
Statements of Account: Electronic Statements & Paper Statements
The Client understands and agrees that only statements of account prepared and printed by Samba
Capital or any delegated party of Samba Capital on the stationery of Samba Capital or that delegated
party shall be binding upon Samba Capital or the delegated party (as the case may be), subject to the
rights of Samba Capital or any delegated party to verify the accuracy of such statements. Samba Capital
and any delegated party shall use all reasonable efforts to ensure that such statements of account,
confirmations and other information about securities and the Client’s account received in electronic
form are accurate and complete.
Conclusiveness of Samba Capital’s Records
Records created by Samba Capital, consisting of advices, confirmations, and other documents or
electronically stored data relating to transactions generated by Samba Capital, shall be the conclusive
evidence to be relied upon in judging any disputes relating to figures, data, charges, transactions, Client
instructions or any other matter arising between the Client and Samba Capital.
Standard of Care
The standard of care applicable to Samba Capital’s conduct with respect to Client instructions
transmitted through the Platform and the extent of its liability to the Client for any failure by Samba
Capital to exercise such care, shall be determined in accordance with the same legal standards that
would apply if the Client’s instructions were transmitted via telephone or facsimile.
Non-Receipt of Communication
In no event shall Samba Capital or any delegated party be responsible for any Client Instructions not
actually received by Samba Capital or such delegated party, as the case may be.
If the Client knows or suspects that Samba Capital may not have received any Client instructions or any
other communication from the Client, the Client shall immediately notify Samba Capital in writing of
such actual or suspected non-receipt of communication from the Client.
Disclaimer of Liability – General
In no event shall Samba Capital have any liability to the Client or any other person or entity for
damages of any kind arising out of the Client’s use of, or inability to use, the Platform, including for any
delays or omissions therein, or for interruptions in the delivery of services regardless of the form of
action (including negligence or strict liability), without regard to whether Samba Capital has been
advised of, or otherwise might have anticipated, the possibility of such damages.
Disclaimer of Liability - 3rd Party Information
The Client may from time-to-time have access through the Platform to market reports, stock quotations,
and other information from third-party content providers. The access to and use of the information from
each third-party content provider shall be subject to the terms and conditions of any agreement between
the Client and such third-party content provider, and shall be at the Client’s sole risk.
Samba Capital shall not be responsible for the accuracy, timeliness and completeness of any research
reports, stock quotations and other information received through use of the Platform from persons or
entities other than Samba Capital. In no event shall Samba Capital be liable to the Client for any
damages that the Client may suffer from relying upon information received through the Platform from
persons or entities other than Samba Capital.
Disclaimer of Liability for Malfunction of the System
Samba Capital will make reasonable efforts to ensure the full performance of the Platform. Samba
Capital cannot assume responsibility for malfunctions in communication facilities not under Samba
Capital’s control, which may affect the accuracy or timeliness of instructions sent through the Platform.
Samba Capital shall not be responsible for any losses, real or speculative, arising from the inability of
the Client to execute Client instructions and effect Trades because of the malfunction of the Platform for
any reason.
Samba Capital shall not be responsible for any losses or delays in transmission of Client Instructions
arising out of the use of any Internet Service Provider (each an “ISP”), caused by any browser software,
or resulting from any other software, hardware or other technical reason beyond Samba Capital’s
control.
Samba Capital shall not be responsible for any computer virus or related problem, which may be
attributable to services provided by any ISP or which may originate from the Client’s own personal
computer.
Suspension of Access to Platform; Termination of Agreement
Suspension
Samba Capital reserves the right, at anytime, at Samba Capital’s sole discretion, to temporarily or
permanently suspend, restrict or revoke the Client’s User ID, access to and use of the Platform or the
Client’s ability to transmit any Client instructions.