This MubasherTrade Trading Services Customer Agreement (“this Agreement”) contains important information about rights, obligations and liabilities of the Parties, privacy as well as the risks associated with using the Services provided by Mubasher Financial Services BSC © Office 1103, Harbour Towers, Bahrain Financial, Harbor- West, Building No. 1459, Road No. 4626, Block 346, Manama / Sea Front, Kingdom of Bahrain. and whose Registered Number is 65077 (“MFS”). Please read the following terms and conditions (“T&Cs”) carefully.
In consideration for MFS opening and maintaining one or more accounts for me and to provide the Services to me in connection with the purchase and sale of Securities and/or, Other Property which may be purchased or sold by or through MFS for my Trading Accounts/s, I agree to the T&Cs set forth in this Agreement, as amended from time to time by MFS in accordance with this Agreement.
If I am a new Customer, I will carefully read, understand and accept the T&Cs of this Agreement before I click “I Agree” button. If I have any questions about any of the provisions in this Agreement, I will call MFS at +973 175 56 139/1730 0849 I understand that clicking “I Agree” button is the legal equivalent of my manually signing this Agreement and I will be legally bound by its T&Cs. If I am not applying online, I understand that by opening a Trading Account, I agree to be legally bound by the T&Cs of this Agreement. I understand that this Agreement may be amended from time to time by MFS, with revised terms posted on the web site of MFS called MubasherTrade Web Site (“MubasherTrade Web Site”). I agree to check for updates to this Agreement. I understand that by continuing to maintain Trading Account without objecting to the revised terms of this Agreement, I am accepting the terms of the revised agreement and I will be legally bound by its terms and conditions
NOW, THEREFORE, it is agreed between the Parties as follows:
1.1 I have carefully read and understood this Agreement and will retain a copy for future reference. I understand that this Agreement governs all aspects of my relationship with MFS (including all Transactions between MFS and me and all MFS Products and the Services now or in the future offered through MFS and/or its Affiliates, beginning on the date my Trading Account is opened), except where otherwise provided in another agreement entered into between me and MFS and/or the relevant Affiliate in connection with a specific product or service. If I participate in any other services provided by MFS that require me to agree to specific terms and conditions, electronically or otherwise, such terms and conditions will be deemed an amendment and will be incorporated into and made part of this Agreement.
1.2 I confirm that I have received a copy of MFS’s privacy statement (the “MubasherTrade Privacy Statement”).
1.3 I acknowledge that MFS reserves the right to modify this Agreement at any time in accordance with clause 9.5 of this Agreement or to terminate this Agreement at any time. I agree to consult the MubasherTrade Web Site regularly for up-to-date information about the Service and associated fees and charges and to check for changes to this Agreement.
1.4 MFS reserves the right to decline any Trading Account Opening Application or to terminate any Trading Account at any time and for any reason, in its sole discretion.
1.5 Various features of the System are offered or processed through an Information Provider, which may be an unaffiliated company, or an Affiliate of MFS. Unless otherwise noted, all authority granted to, or limitations of liability of, MFS shall include its agents and representatives and any service providers, including providers of custody, clearing and settlement services. MFS, its Affiliates and its agents are authorized to perform the Services contemplated by this Agreement and to take any other steps which, in their view, are necessary or beneficial for the purpose of, or in connection with, the Services.
1.6 I understand and acknowledge that MFS has entered into execution and clearing agreements with execution and clearing brokers (counterparties) for providing trade execution and clearing services for financial instruments, pursuant to which MFS will carry and maintain my Trading Account, and execute (if so requested) and clear and settle Transactions therein. I authorize MFS, without any inquiry or investigation by it, to accept Orders for the purchase or sale of Securities and/or Other Property, and any other instructions concerning the Trading Account where MFS, acting in good faith, believes that such Orders or instructions have been given by me or by another Account Holder. MFS is authorized to make arrangements from time to time for the carrying of my Trading Account by other execution and clearing brokers without further authorization from me. I understand and acknowledge that MFS will generally arrange for other execution and clearing brokers to execute and clear Transactions for me, and that MFS may (from time to time, and without notice to me) change the clearing broker(s) used in one or more Financial Markets. I understand that execution and clearing brokers may pay fees or commissions or provide other non-monetary benefits to MFS in connection with the provision of services in respect of my Transactions, and I consent to MFS retaining any such fees, commissions or non-monetary benefits and confirm that MFS shall not be required to account for them. I acknowledge and understand that MFS does not owe me/us the duty of providing best execution.
1.7. MFS may in certain circumstances act as a Principal in a transaction done by MFS on behalf of the Account Holder. Such transactions would mainly arise where MFS trades markets which are OTC, whilst executing trade for fixed income securities or certain derivatives trades. In all such trades the Account Holder will be responsible for settlement of the trades to MFS. When securities are traded on an OTC market, MFS shall act as the Client’s Counterparty.
1.8 Settlement Date – offset instructions. Unless I have instructed to the contrary in writing, MFS is authorized to execute all Orders with it as counterparty or with such other counterparties as MFS deems appropriate. In the absence of contrary instructions from me, I further authorize MFS, in its absolute discretion, to rollover or offset all or any portion of the positions in my Trading Account(s) at my risk in advance of Settlement Dates or roll my position into the next settlement time period or make or receive delivery on my behalf upon such terms and conditions and by such methods deemed reasonable by MFS in its sole discretion. I agree that a position carried forward may be debited interest charges until the position is closed.
1.9 Privity of Contract. I represent and warrant to MFS that: (a) If I am a natural person, I have attained the age of majority, am of sound mind, and have legal capacity to enter into this Agreement and perform my obligations thereunder, (b) If I am a legal entity, including a company, corporation, partnership, estate or trust, I represent that I have all necessary power, capacity and authority to execute and perform this Agreement and that the execution and performance of this Agreement will not cause me to violate any provisions in my memorandum and articles of association, charter, by-laws, partnership agreement, trust agreement or other constituent agreement or instrument, (c) this Agreement, as amended from time to time, is my legal, valid and binding obligation and is enforceable against me, (d) no person other than I have or will have an interest in my Trading Account(s), (e) I have sufficient knowledge of financial markets and investments to enter into Transactions and understand the risk inherent in entering into such Transactions, (f) I am not now an employee or member of or associated with any exchange, any corporation in which any exchange owns a majority of the capital stock or any bank, trust, or insurance company and any other institution identified in the Trading Account Opening Application, and in the event that I become so employed, I will promptly notify MFS in writing of such employment, (g) I will not engage in Insider Trading or seek to otherwise use the Services or the Trading Account in a way that would constitute a breach of Applicable Regulations, (h) I confirm that all funds deposited to my Trading Account are my property and belong to no other person or entity, and (i) all the information I have provided to MFS in my Trading Account Opening Application or otherwise is true, correct and complete as of the date of this Agreement, and I will promptly notify MFS of any changes in such information.
I further represent and warrant to MFS that the financial information disclosed to MFS in connection with this Agreement is an accurate representation of my current financial condition. I recognize that risk capital is the amount of money I am willing to put at risk and if lost would not, in any way, change my lifestyle. I agree to inform MFS immediately if my financial condition changes in such a way as to reduce my net worth, liquid assets and/or risk capital.
1.10 No guarantees. I acknowledge that I have no separate agreement with MFS or any employee or agent of MFS regarding the trading in my Trading Account, including any agreement to guarantee profits or limit losses in my Trading Account. I understand that I must authorize every Transaction prior to its execution unless I have delegated discretion to another party by signing a limited trading authorization, and any disputed Transactions must be brought to the attention of MFS pursuant to the notice requirements of this Agreement. I agree to indemnify and hold MFS harmless from all damages or liability resulting from my failure to immediately notify MFS of any of the occurrences referred to herein. All notices required under this Clause shall be sent to Mubasher Financial Services BSC(C), Flat 181, Platinum Tower, Building 190, Road 2803, Block 428, Al Seef District, Manama,Kingdom of Bahrain and shall be deemed received only if sent by e-mail to [email protected]or actually delivered or mailed to MFS by registered mail, return receipt requested.
1.11 Applicable Regulations: I acknowledge that, any Order(s) and all Transactions placed or executed under this Agreement shall be subject to the Applicable Regulations and in no event will MFS be obliged to effect any Transaction or take or refrain from taking any other step if it believes that doing so would violate any Applicable Regulation. If any statute shall hereafter be enacted or any rule or regulation shall hereafter be adopted by any Authority, which shall be binding upon MFS, this Agreement shall be deemed modified or superseded, as the case may be, by the applicable provisions of such statute, rule or regulation to the extent necessary to enable MFS to comply with its obligations under the Applicable Regulations, and all other provisions of this Agreement and provisions so modified shall in all respects continue in full force and effect. I acknowledge that all Transactions under this Agreement are subject to the aforementioned regulatory requirements, and I shall not thereby be given any independent legal or contractual rights with respect to such requirements.
I declare that I am the principal holder of, and the sole beneficiary in respect of, the Trading Account, and that I shall not deposit or accept funds received from unknown or suspicious sources into the Trading Account. I will use the Trading Account solely in a personal capacity and will update the information and documents provided concerning the Trading Account Opening Application if there emerges any reasons or changes so requiring, as required by the provisions of applicable anti-money laundering, counter-terrorist financing and sanctions laws and other Applicable Regulations in the Kingdom of Bahrain or in any other Country.
Neither anything contained in this Agreement nor any information made available through the Service is to be construed as an offer to buy or sell, or the solicitation of an offer to buy or sell, any Securities and/or Other Property, financial product or instrument or to participate in any particular trading strategy in any jurisdiction in which such offer, solicitation or trading strategy would be unlawful or in which MFS has no authority or license to provide Services.
I further declare that I will not use the Services in furtherance of terrorism, the development, design, manufacture, production, stockpiling, or use of nuclear, chemical or biological weapons, weapons of mass destruction, or missiles, nor will I provide administrative access of the Services to any persons (including any natural person, government or private entity or other form of body corporate) that has any affiliation with others whatsoever who sponsor or support the above such activities or causes or is located in or is a national of any country that is embargoed, restricted or subject to sanctions under Applicable Regulations.
1.12 Complaints. I acknowledge that MFS has procedures for handling customer complaints fairly and promptly. If I have a complaint, I should contact MFS in accordance with the methods set out below or obtain a copy of MFS’s complaints handling procedures.
i. In person: visit an MFS office and speak to a member of staff. If I have a relationship manager, I can contact them on their direct telephone number, by post or by email.
ii. By post, telephone or email using the contact details provided in the Trading Account Opening Application or as may be notified by MFS from time to time. If I email MFS, MFS will usually reply to me by email. However, if MFS needs to refer to Confidential Information or enclose copies of important documents, MFS may contact me by post instead.
If the complaint cannot be resolved to my satisfaction, I should ask for my complaint to be raised with the General Manager of MFS.
If MFS is unable to resolve my complaint in a timely or satisfactory manner, I may be able to refer my complaint to an Authority in the relevant jurisdiction and/or to a separate body tasked with handling complaints with respect to financial services (for example, a financial services ombudsman). MFS will notify me of any such rights where applicable.
Any complaint which gives rise to a dispute or controversy or claim, if not resolved amicably between myself and MFS, shall be settled by arbitration in accordance with the provisions of this Agreement (Clause 8).
2.1 True and Accurate Information; Ownership: The information I have provided on my Trading Account Opening Application and all other forms is current, accurate, truthful and complete. I specifically confirm that the information I have provided with regard to my Tax residence is accurate.
Under penalties of perjury, I declare that all information provided by me to MFS in the application forms and all forms, to the best of my knowledge and belief are true, correct and complete.
I acknowledge and agree that MFS reserves the right to perform any type of search either manual or electronic in order to verify my residential details, tax status as a US person or US specified person or my tax residence under CRS. In the event of any inconsistency between the search results and the information provided by me, MFS reserves the right to terminate this agreement and close my Account/s.
I also agree to duly comply with DUE DILIGENCE procedures of MFS under FATCA. If I am identified as a Recalcitrant Customer, MFS reserves the right to terminate this agreement and close my Account/s.
The Account Holder agrees to duly comply with all due diligence procedures of MFS under CRS.
Unless otherwise required by this Agreement, I agree to notify MFS of any change to the information I provided on my Trading Account Opening Application and any other form promptly, but in any event within thirty (30) days of such change. I agree to indemnify and hold MFS, its Affiliates, and their respective directors, officers and employees harmless from and against any and all Claims or Losses arising out of or relating to my failure to provide true and accurate information on my Trading Account Opening Application or to update such information as required. I further represent that no one else has an interest in my Trading Account except me and any other person that I have previously disclosed to MFS through the Trading Account Opening Application or otherwise in a manner specified by MFS. MFS shall be authorized to send Statements of Account, notices, and other important documents to me at the address stated on my Trading Account Opening Application (or to such other address as I may notify to MFS from time to time), and any such documents shall be deemed to have been delivered to me once they have been left at that address.
2.2 Fees, Commissions and Trading Account Minimums: I agree to pay Commissions, charges, and other fees promptly and as set out from time to time in MFS’s schedule of fees. A copy of the schedule of fees is available on the MubasherTrade Web Site, and MFS may modify the schedule of fees at any time by posting a modified schedule on the MubasherTrade Web Site. MFS will generally post the revised schedule of fees on the MubasherTrade Web Site at least two (02) Weeks before the date on which the revised schedule of fees will take effect, and will notify me that there have been changes to the fee schedule when I next log into my Trading Account. I authorize MFS automatically to debit my Trading Account for any Commissions, charges and fees as set out in MFS’s schedule of fees from time to time, and I agree that MFS may share such Commissions or mark-ups and markdowns with an introducing broker or person who refers my Trading Account to MFS. I further agree that MFS may require me to make a minimum payment to open a Trading Account and to maintain a minimum balance in the Trading Account thereafter. If my Trading Account’s value falls below the minimum balance or my Trading Account is inactive, MFS may charge additional fees or, if it deems appropriate in its discretion, close my Trading Account. The Trading Account maintenance fees are described in the schedule of fees on the MubasherTrade Web Site. Charges not included in MFS’s schedule of fees: MFS may not receive notice of certain charges levied on the Customer until several days or weeks following particular trades, so pass-through charges may not be immediately charged to the Customer’s account following a trade in certain securities. Such charges may not have been included in MFS’ schedule of fees as they are one off charges which are trade specific or Customer specific. MFS reserves the right to charge the Customer as and when MFS is informed of such charges by the Clearing broker/s or custodians even if such charges have not been included in MFS’s schedule of Fees. I agree to pay such charges or permit MFS to debit my Account upon receipt of notice of such charges which are not included in MFS’s schedule of fees.
2.3 Taxes. I agree that MFS, may, in its discretion, deduct or withhold from any Trading Account or from any amount due to me, all forms of tax (whether a tax of the Kingdom of Bahrain, the United States of America or of any other country) imposed in accordance with Applicable Regulations. In accounting for taxes or in making deductions or withholdings of tax, MFS may estimate the amounts concerned. Any excess of such estimated amounts over the final confirmed liability shall be credited to my Trading Account. Any deficiency of such estimated amounts under the final confirmed liability may be deducted or retained from any amounts that MFS and/or its Affiliates may owe to, or be holding for, me. If I have closed my Trading Account by the time a deficiency becomes apparent, I confirm that I shall remain liable for, and will be required to pay an amount to MFS in respect of, that deficiency.
Taxes with-held from distribution of dividends and pay-outs by the companies will also be deducted from the amounts receivable by the Account Holder and the Account Holder will not contest MFS’s decision on such tax deduction.
Omnibus Client will be subject to tax laws and regulations of the Kingdom of Bahrain and other markets/countries in various jurisdictions in which MFS trades on behalf of the Omnibus Client via Omnibus Account. The Omnibus Client shall not claim his right for exemption of taxes considering any treaties between the Omnibus Client’s country of residence and the country of the Financial Markets in which the Omnibus Client trades.
2.4 Account Types: MFS offers many different account types. Account types may be subject to certain restrictions and eligibility requirements, and certain services are not available to all customers and account types. Further information on this subject is on MubasherTrade Web Site. I am responsible for selecting the account type that is appropriate for my needs and circumstances. MFS reserves the right to limit the number of Trading Accounts I maintain (or have a beneficial interest in) at any one time.
2.5 Joint Accounts: If there is more than one Account Holder, the legal ownership of the Trading Account will be as designated on the Trading Account Opening Application. If no designation is made, each Account Holder directs MFS to establish the Trading Account as joint tenants having equal share in the Trading Account with rights of survivorship.
If there is more than one Account Holder, each Account Holder agrees to be jointly and severally liable for all obligations arising under this Agreement, any Transaction or otherwise relating to the Trading Account, including responsibility for Orders entered through the Service or using any user ID and password assigned to the account, regardless of which Account Holder gives such instructions, enters such Orders or changes such password. Each Account Holder has full authority, acting individually and without notice to any other Account Holder, to deal with MFS as fully and completely as if such Account Holder were the sole Account Holder including, (a) to trade for the Trading Account pursuant to this Agreement, (b) to receive all correspondence and documents in respect of the Trading Account (and a notice or other document delivered to one of the Account Holders shall be deemed to have been received by all Account Holders), (c) to receive or withdraw money from the Trading Account, (d) to execute agreements relating to the Trading Account, and (e) to deal with MFS fully. Each Account Holder authorizes MFS to follow the instructions of any one Account Holder concerning any matter pertaining to the Trading Account. This includes purchase and sale of Securities and/or Other Property, delivery of any or all Securities and/or Other Property in the Trading Account to any Account Holder or to any third party, or disbursement of any or all monies in the Trading Account. MFS is not responsible for determining the purpose or propriety of any instruction received from any Account Holder as against any other Account Holder, or of any disposition of payments or deliveries of Securities and/or Other Property between or among Account Holders. At its sole discretion, MFS reserves the right to require joint action by the Account Holders in matters relating to the Trading Account and to require written instructions from one or all Account Holders. If MFS receives instructions from any Account Holder that, in MFS’s opinion, conflict with instructions received from any other Account Holder, MFS may comply with any of these instructions or advise each Account Holder of the apparent conflict and take no action as to any of these instructions until the conflict has been resolved to MFS’s satisfaction. The Account Holders acknowledge that MFS has possession over the collateral in the Trading Account, whether owned by the Account Holders individually or jointly.
In the event of a dispute between or among Account Holders of which MFS has notice, MFS reserves the right, but is not obligated, to place restrictions on a Trading Account. For example, if an Account Holder requests a restriction be placed on access to funds in the account because of a pending litigation or dispute between Account Holders, MFS may prohibit all transfers of funds from the account, with such restrictions to remain in place until MFS actually receives and has a reasonable amount of time to act on appropriate court documentation or a written, notarized instruction signed by all Account Holders. MFS also may, at the expense of the Account Holders, commence or defend any action or proceeding for or in the nature of interpleader to have the dispute resolved judicially. If a suit or proceeding for or in the nature of interpleader is brought by or against it, MFS may deliver the account into the registry of the court, at which time MFS will be deemed to be and will be released and discharged from all further obligations and responsibilities under this Agreement.
Each Account Holder agrees that, on the death or disability of an Account Holder, divorce of married Account Holders, or other event that causes a change in ownership or capacity with respect to the Trading Account, the remaining Account Holder(s) will immediately give MFS official written notice and/or proof of such change of ownership or capacity. All expenses due at the date of such notification shall be charged to the Trading Account. MFS will not be responsible for any transfers, payments or other Transactions in the Trading Account made at the direction of a former Account Holder or incapacitated Account Holder before MFS actually received and had a reasonable amount of time to act on such official written notice. Following receipt of such official written notice, MFS may require additional documents and reserves the right to retain such assets in and/or restrict Transactions in the Trading Account as it deems advisable in its sole discretion to protect itself against any Losses. Any former Account Holder and the estate of any deceased or incapacitated Account Holder will remain jointly and severally liable for any Losses in the Trading Account arising out of or relating to Transactions initiated before MFS actually received and had a reasonable amount of time to act on such official written notice. MFS will not notify other Account Holders of the actions taken by any one Account Holder. Each Account Holder agrees that notice provided to any one Account Holder will be deemed to be notice to all Account Holders for all purposes.
2.6 Requesting Certificates. I authorize MFS to register any Securities and/or Other Property in my Trading Account in the name of MFS or any other nominee, including any custodian or sub-custodian, or to cause the Securities and/or Other Property to be registered in the name of, or in the name of any nominee of, a recognized depository clearing organization. My ownership of these Securities and/or Other Property is reflected in MFS’s records. Without abrogating any of MFS’s rights under this Agreement and subject to prior satisfaction of any indebtedness I may have to MFS, I am entitled to receive physical delivery of fully paid certificated Securities and/or Other Property from my Trading Account. On my written instructions, and on paying any applicable fees (as described on the MubasherTrade Web Site), any certificate that is capable of being produced or obtained by MFS in physical form will be sent to me on my request.
I understand that I may only have a contractual (and not a proprietary) right to the return of Securities or Other Property held in my name with a custodian, sub-custodian, nominee, depository or clearing organization in certain jurisdictions. Where this is the case, it is possible that my Securities or Other Property may not be returned in full if such custodian, sub-custodian, nominee, depositary or clearing organization becomes insolvent or otherwise defaults on its obligations. I agree that MFS shall not be responsible for any Losses that I may suffer in such circumstances.
2.7 Any securities traded on an OTC market i) shall be recorded in the Client Account as securities held by MFS with the Custodian on behalf of the Client ii) or shall be delivered to a different custody account as instructed by the Client.
3.8 Personal Information. The respective rights and responsibilities of MFS and myself regarding the collection, processing and use of my personal information and my rights to limit the use and disclosure of such information, are set forth in the MubasherTrade Privacy Statement published on the MubasherTrade Web Site at http://global.mubashertrade.com as amended from time to time. Such rights and responsibilities are further defined by Applicable Regulations. In the event of any controversy regarding MFS’s collection, use, processing, transfer, or receipt of any information about me, I agree that my remedies will be expressly limited to those specifically provided by the Applicable Regulations, in accordance with this Agreement. I authorize MFS from time to time to obtain reports concerning my credit standing and business conduct. I also authorize MFS, without notifying me, to request a new credit report in connection with any review, extension or renewal of my Trading Account and to contact such banks, financial institutions and credit agencies as MFS shall deem appropriate to verify information regarding myself. On written request, MFS will advise me whether it obtained credit reports, and if so, will provide the name and address of the reporting agency that furnished the reports. In addition, I understand that MFS reserves the right to report to consumer and securities credit reporting agencies any Debit Balance or negative credit information pertaining to any Trading Account held by me at MFS. I authorize MFS to share credit bureau information and any other personal information that MFS obtains with its Affiliate(s) and with unaffiliated third parties in accordance with the MubasherTrade Privacy Statement. I further authorize MFS to investigate my current and past investment activity, and in connection therewith, to contact such futures commission merchants, exchanges, broker dealers, banks, and compliance data centres as MFS shall deem appropriate. I understand that upon reasonable request made by me in writing to MFS, I shall also be allowed, at my sole cost and expense, to copy such records.
I understand that according to FATCA, MFS is required to submit my account details and any other Personal Information to the Internal Revenue Service of the United States of America, (IRS), tax authorities of Bahrain, CBB, or local tax authorities, any other regulators or third parties as per applicable statutory requirements from time to time, if my account falls under the category of a Reportable “U.S. Account” or “Recalcitrant Customer / Recalcitrant Account Holder” under FATCA. Therefore, I authorize MFS to disclose all current and historical data related to my Personal Details, Account Balances, Financial Income [profit/loss] Gross proceeds on sale of securities and any other information to IRS, CBB, local tax authorities or any other regulators or third parties.
I understand that in compliance with CRS (and as per applicable statutory requirements from time to time), MFS is required to submit my account details and any other Personal Information (including but not limited to all current and historical data related to my/our personal details, TIN, account balances, financial income [profit/loss] gross proceeds on sale of securities) or forms provided by me/us to the CBB, local tax authorities, any other regulators or third parties. Such information will finally be reported to my/our country of Tax residence.
I authorize MFS to disclose all current and historical data related to my Personal Details, Account Balances, Financial Income [profit/loss] Gross proceeds on sale of securities and any other information to IRS, CBB, local tax authorities or any other regulators or third parties.
I understand that once my Personal Information has been submitted as set out above, such Personal Information is no longer protected by the Bahraini law. Also my above Personal Information may be passed to other authorities or third parties under the provisions of the US laws, CRS or any other applicable law and my Personal Information can be used by such authorities for law enforcement actions.
In the event of such disclosure above mentioned, I hereby release and discharge MFS from its obligation of non-disclosure under this agreement, MubasherTrade Privacy Statement or any other applicable Bahraini or other law or regulation.
2.9 Satisfaction of Indebtedness. I agree to satisfy any indebtedness to MFS and pay any Debit Balance in any of my Trading Accounts on demand. My Trading Account will not be closed until I cause to be delivered to MFS all Securities and/or Other Property that the Trading Account is short and all funds to pay in full for all Securities and/or Other Property that the Trading Account is long. If I have a Debit Balance in my Trading Account and I own an interest in any other Trading Account (including those accounts held by me with Affiliates of MFS), MFS may, to the extent permitted by law, effect a transfer or demand a distribution from such other account to cover any Debit Balance due to MFS, without notice to me, my personal representatives, heirs, executors, administrators, trustees, legatees or assigns and regardless of whether the ownership interest shall solely be mine or held jointly with others. I agree that, on MFS’s written demand; I will execute all documents necessary to effect a distribution from such other account and to cause such funds to be paid immediately in order to satisfy my indebtedness to MFS. MFS’s rights under this paragraph are in addition to and with full reservation of MFS’s rights to take any additional action, including legal action, to recover any indebtedness I may owe to MFS. I agree to indemnify and hold MFS and/or its Affiliates harmless from and against any costs or Losses incurred in connection with enforcing its lien or any other remedies available to it. In enforcing its rights hereunder, MFS may act in its discretion without regard to any tax or other consequences that I may face as a result of such actions. I further agree to pay and shall be liable for all reasonable costs and expenses of collection, including but not limited to, attorney’s fees, witness fees and travel expenses. In the event MFS incurs expenses other than for the collection of deficits, with respect to any of my Trading Account(s), I agree to pay such expenses.
2.10 Lien and Liquidation; Remedies. I agree that all Securities and/or Other Property held in Trading Account(s) by me either individually, jointly with others or as a guarantor of the account of any other person (including, where permitted, those accounts held by me with Affiliates of MFS and irrespective of the number of Trading Accounts I may have with MFS) or which may at any time be in MFS’s possession or control or carried on the books of MFS for any purpose, including safekeeping and all rights, whether due or not, that I may have against MFS will be subject to a first, perfected and prior lien, security interest and right of set-off and held as security by MFS or its Affiliates for the discharge of any indebtedness or obligation I may have to MFS and/or its Affiliates, however such obligation may have arisen. I understand that MFS, to the extent permitted by law, may at any time and without giving me prior notice, use, sell, liquidate, realize, close out and/or transfer any or all Securities and/or Other Property to satisfy any indebtedness or obligation to MFS, however such obligation may have arisen. Any proceeds arising from such sales or realisations will be applied by way of set-off to reduce or discharge my liabilities or obligations owed to MFS or its Affiliates. Any proceeds remaining thereafter will be credited to my Trading Account. In the event of a breach or default by me under this Agreement, MFS will have the rights and remedies available to a secured creditor under all Applicable Regulations in addition to the rights and remedies provided in this Agreement. I will be liable to MFS and will indemnify MFS and its Affiliates against all liabilities, costs, Claims or Losses and expenses incurred by MFS or its Affiliates in respect of any action taken pursuant to the provisions set out in this paragraph.
Where a debit balance remains on my Trading Account, I agree that I shall on request pay sufficient funds (or, if agreed with MFS, deliver sufficient Securities or Other Property) into the Trading Account to remove the debit balance. If I fail to do so within 48 hours (or such longer period as may be agreed by MFS) of the time at which MFS requests payment, MFS may commence court proceedings in my country of residence or in any other jurisdiction or commence arbitration proceedings in order to recover the amount owed. For the purposes of this paragraph, I will be deemed to have received MFS’s request to deposit additional funds or Securities and/or Other Property at the time at which such request is (i) sent to me by email, (ii) posted on the MubasherTrade Web Site and notified to me by email, or (iii) notified to me by telephone.
I agree that MFS may in its discretion, at any time and from time to time, without notice to me, apply and/or transfer any or all of my funds between any of my Trading Accounts. To the maximum extent permissible by any Applicable Regulation, I hereby also grant to MFS the right to pledge, re-pledge, hypothecate, invest or loan, either separately or with the Securities and/or Other Property of other customers, to itself as broker or to others, any of my Securities or Other Property held by MFS as collateral. MFS shall at no time be required to deliver to me the identical Security or Other Property delivered to or purchased by MFS for any of my Trading Account. Should I take delivery of currencies through settlement of trades, MFS is obliged to make full payment for the delivery on 24 hours’ notice. This authorization shall apply to any and all Trading Accounts carried by MFS for me and shall remain in full force until all Trading Accounts are fully paid for by me or notice of revocation is sent by MFS.
I further agree that in the event of: (a) my death or judicial declaration of incompetence, (b) the filing of a petition in bankruptcy, or a petition for the appointment of a receiver, or the institution of any insolvency or similar proceeding by or against me, (c) the filing of an attachment against any of my Trading Accounts with MFS, (d) MFS’s determination that any collateral deposited to protect one or more of my Trading Accounts is inadequate, regardless of current market quotations, to secure the said account or accounts, (e) my failure to provide MFS any information requested pursuant to this Agreement, or (f) any other circumstances or developments that MFS deems appropriate for its protection, then, in MFS’s sole discretion, it may take one or more, or any portion of, the following actions: (i) satisfy any obligation that I may have to MFS, either directly or by way of guaranty of surety, out of any of my funds or property in its custody or control, (ii) pledge, transfer or sell or purchase any or all Securities or Other Property as the case may be which are held or carried for me in the Trading Account (including those accounts held by me with Affiliates of MFS) or any other account in which I have an interest, either individually or jointly with others, (iii) cancel, terminate, accelerate, liquidate and/or close out any or all agreements or Transactions or any and all outstanding Orders or contracts, or any other commitments made on my behalf and calculate damages in a manner it believes appropriate, and (iv) take any other action as MFS, in its discretion, deems appropriate with respect to any of the foregoing and apply the proceeds to the discharge of the obligation. I also agree that any of the above actions may be taken without demand without prior notice of sale or purchase or other notice to me, my personal representatives, heirs, executors, administrators, trustees, legatees or assigns and regardless of whether the ownership interest shall solely be mine or held jointly with others and that in liquidation of my long or short positions, MFS may, in its sole discretion, offset in the same settlement or it may initiate new long or short positions in order to establish a spread or straddle which in the sole discretion of MFS may be advisable to protect or reduce existing positions in a Trading Account. Any sales or purchases hereunder may be made at MFS’s discretion on any Financial Market(s) or on any other market or trading facility where such business is then usually transacted or at a public auction or private sale, and MFS may purchase the whole or any part thereof free from any right of redemption.
2.11 Disclaimer of Liability. I understand and agree that MFS and/or its Affiliates will not be liable to me or to third parties, or have any responsibility whatsoever, for: (a) any Claims or Losses arising out of or relating to a cause over which MFS and/or its Affiliates do not have direct control, including the failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, unauthorized access, theft, operator errors, government restrictions, Force Majeure Events, exchange or Financial Markets rulings or suspension of trading; or (b) any special, indirect, incidental or consequential damages (including lost profits, trading losses and damages) that I may incur in connection with my use of the Service provided by MFS under this Agreement.
2.12 Restrictions on Account Services. I understand that, to the extent permitted by law, MFS may place trading, disbursement, service or other restrictions on my Trading Account for reasons including court order, tax levy or garnishment, request of a government agency or law enforcement authority, a Debit Balance in my Trading Account, or in the event of a dispute between joint Account Holders. I understand that MFS may be required to liquidate or close out Securities and/or Other Property in my Trading Account to satisfy any such court order, garnishment, tax levy or other legal obligation. MFS will not be held liable for any Claims or Losses that arise out of or relate to any such Transaction and I agree to indemnify and hold MFS and/or its Affiliates harmless from and against any Claims or Losses they may incur in taking such actions. I understand that MFS may refuse for any reason to accept share or other ownership certificates for deposit into my Trading Account.
I agree that if restrictions or prohibitions are enforced by markets, regulators, or by a policy introduced by any Executing Broker or Custodian of MFS in relation to trading in certain securities then such restrictions will be applicable to my Trading Account.
2.13 Termination of this Agreement and Termination of Trading Accounts. This Agreement shall continue in effect until termination on my part and/or by MFS. I may close my Trading Account at any time, after all Debit Balances are paid, on written or oral notice to MFS. MFS reserves the right to terminate my Trading Account or to block my access to the Service with or without notice, for any reason or for no reason. The terms and conditions set out in this Agreement will survive termination of my Trading Account and will continue to apply to any disputed or other remaining matters involving my relationship with MFS. After the termination of my Trading Account, I will remain liable to MFS for payment of any indebtedness or obligation to MFS, plus interest as provided under this Agreement.
2.14 Transfer of Accounts. By submitting a Trading Account transfer request, I authorize MFS to act on my behalf to initiate a transfer of the Securities and/or Other Property in my Trading Account to an account I have established with another broker-dealer. Once MFS receives a transfer request in good order, MFS will submit the instruction to the other firm, which is then responsible to facilitate delivery/receipt of the assets in question. MFS may, under certain circumstances, reject the transfer request before or after initiation and I will be notified of any such rejection electronically, by telephone or otherwise. MFS is not liable for any Claims or Losses I may sustain in connection with the Securities and/or Other Property in the Trading Account as a result of the rejection or between the time that it decides to reject a transfer request and my receipt of notice of the rejection. It is my responsibility to ensure that my instructions are accurate before submitting a transfer request to MFS. A transfer request cannot be amended or cancelled after MFS receives and initiates the transfer. MFS may in its discretion attempt to abide by a subsequent request for a change to a transfer request, but it is not obligated to do so, and MFS will not be liable for any Claims or Losses that arise out of or relate to an attempt to amend or cancel a transfer request. If I arrange for a transfer to be directed to my Trading Account by contacting the delivering firm directly, I am responsible for ensuring that such transfer is initiated properly and that MFS’s instructions are given to the delivering firm in exactly the form required by MFS for identification of me and my Trading Account for proper Transaction posting. I understand that any erroneous, mismatched, or incomplete identifying information on an incoming or outgoing transfer may result in such transfer being rejected, lost, posted to an incorrect account, or returned to the originating firm without notice to me, and I agree to indemnify and hold MFS and/or its Affiliates harmless from and against any Claims or Losses arising out of or relating to: (i) any erroneous, mismatched, or incomplete identifying information on a transfer; and (ii) any transfer for which MFS is in compliance with applicable regulatory or self-regulatory requirements dealing with account transfers.
Unless otherwise indicated on MFS’s Trading Account transfer form, I authorize MFS to liquidate any positions in non-transferable assets, deduct any Debit Balance and transfer the resulting balance. I understand that after receiving a transfer request, MFS will cancel, or will instruct the delivering firm to cancel, all open Orders for my Trading Account and to fulfil the transfer request as needed.
2.15 Refusal of orders/restrictions on trading in penny stocks and illiquid stocks
MFS’ may at his discretion refuse to execute any buy or sell of any scrip / shares / stock / derivatives contract on behalf of the client including but not restricted to dealings in penny stocks, illiquid stocks, infrequently traded stocks /contract or any other category, etc. if MFS / Exchanges / Regulatory Authorities is of the view that such execution would adversely affect market integrity or give rise to regulatory / disciplinary actions / concerns. The restriction on the stock/securities may be as to the price, quantity or mode of placement of orders. MFS reserves the right to disable certain scrips for trading on online trading platform and/or authorised persons terminals or put quantity or price restrictions while putting trade orders. The penny stock would mean any stock trading at a price less than USD 0.1 or equivalent in other currency or at a price less than the face value or any other stock specified by the Regulatory Body/Stock Exchange as such or which are appearing in the list of illiquid securities issued by the Exchanges every month. In general terms, it is a low priced, speculative security or a very small company, regardless of market capitalization.
The above referred restrictions are placed on the trading activities of the client as the stock may be exposed to price rigging and other market manipulative activities. Clients may note that for risk mitigation, MFS shall have the right to reject the orders placed by the client and/or put circuit breakers to discourage trades getting executed at unrealistic prices from the current market price of the security or prohibit the client from trading in illiquid securities which creates artificial liquidity or manipulates prices or to discourage client from cross/ synchronized trading and MFS shall not be liable for any loss arising out of non-acceptance or rejection of the client orders for any such reason if the client fails to give sufficient reason for placing such orders.
2.16 Client (Account Holder) Assets and Interest
The Account Holder acknowledges that MFS offers executing broker services to the Account Holder. However, where for any reason the Account Holder’s money or financial instruments/securities (“Account Holder Assets” or “Assets” or “Client Assets”) must be held by MFS for any period of time on the Account Holder’s behalf, they will be held by MFS in accordance with the Client Asset rules of the Central Bank of Bahrain (the “Client Asset Rules”).
MFS may, as required by the trading requirements of the Account Holder or as per instructions of the Account Holder, hold the Assets outside of the Kingdom of Bahrain.
The assets may be pooled (i.e. may be held in an account containing the assets of more than one Client of MFS) and the Account Holder will not receive any interest on such assets.
The institutions with which MFS may hold Account Holder Assets within or outside of Bahrain have advised MFS that the account of MFS has been denoted as Client Monies/Securities Account/s and that the title of the account in which the MFS Client Assets are held distinguishes the account from any account containing proprietary assets of MFS. Client Assets so held by MFS may be subject to the law of a jurisdiction other than Kingdom of Bahrain and Account Holders rights relating to those Assets may differ accordingly. The legal and regulatory regime applying to any institution with whom Assets are held may be different to that of Kingdom of Bahrain and in the event of a default of such an institution those assets may be treated differently from the position, which would apply if the assets were held in Kingdom of Bahrain. Account Holder hereby consents to MFS holding its assets outside Kingdom of Bahrain and for MFS to follow the legal and regulatory regime of an overseas jurisdiction.
A depository or third party may hold a security interest, lien or right of set-off, over Account Holder Assets.
MFS’s maximum liability in the event of the default of an institution with whom Account Holder Assets are held shall be limited to the amount received from the defaulting institution.
If MFS receives funds in a currency but does not have a Bank denominated in that currency and if MFS considers it would be unduly burdensome to open such an account, MFS may convert the funds and hold them in a Bank Account in a different currency. The value of such funds after conversion is subject to the risks associated with exchange rates, which will be borne by the Account Holder.
3.1 I ACKNOWLEDGE THAT I ALONE AM RESPONSIBLE FOR DETERMINING THE SUITABILITY OF MY INVESTMENT CHOICES IN LIGHT OF MY PARTICULAR CIRCUMSTANCES. I UNDERSTAND THAT MFS ASSUMES NO RESPONSIBILITY FOR SUCH DETERMINATION. As a self-directed investor, I assume full responsibility for each and every Transaction in or for my Trading Account and for my own investment strategies and decisions. I understand and agree that MFS and/or its Affiliates will have no liability whatsoever for the results of my investment strategies, Transactions and decisions.
3.2 No Advice. Unless otherwise specified in writing, MFS does not and will not provide me with any legal, tax, estate planning or accounting advice. MFS does not and will not provide me with any advice regarding the suitability, profitability or appropriateness for me of any security, investment, financial product, investment strategy or other matter. Unless otherwise specified in writing, I acknowledge that MFS employees are not authorized to give any such advice, and I will neither solicit nor rely on any investment advice from any MFS employee. Unless otherwise specified, any information provided through the Service will not be used or considered by me as a recommendation that I buy, sell or hold a particular Securities and/or Other Property or pursue any particular investment strategy. This information is not an offer, or a solicitation of an offer, to buy or sell securities on behalf of MFS. I also acknowledge that MFS neither assumes responsibility for nor guarantees the accuracy, currency, completeness or usefulness of information, commentary, recommendations, advice, investment ideas or other materials that may be accessed by me through the Service. This includes bulletin boards, message boards, chat services or other online conference or telecast by third party providers accessed or made available through MFS. If I choose to rely on such information, I do so solely at my own risk. I understand that the research, analysis, news or other information made available through the Service is not personalized or in any way tailored to reflect my personal financial circumstances or investment objectives and the securities and investment strategies discussed may not be suitable for me.
3.3 Transaction Confirmations. It is my responsibility to review all confirmations of Transactions immediately on receipt, whether delivered to me electronically, by postal mail or otherwise. I will notify MFS of any objection to the terms and conditions of a confirmation within two (2) Days after my receipt of the confirmation. MFS is entitled to treat the terms and conditions of the confirmation as accurate and conclusive unless I object within two (2) Days of receipt. Written objections on my part must be directed to Mubasher Financial Services BSC(C), Flat 181, Platinum Tower, Building 190, Road 2803, Block 428, Al Seef District, Manama, Kingdom of Bahrain and shall be deemed received only if sent by e-mail to [email protected] or actually delivered or mailed to MFS by registered mail, return receipt requested. Failure on my part to object shall be deemed acceptance and ratification of all actions taken by MFS or MFS’s agents prior to receipt of said statements. My failure to receive a Transaction confirmation shall not relieve me of the duty to inquire of MFS and to object as set out herein. In all cases, MFS reserves the right to determine the validity of my objection. If I object to a Transaction for any reason, I understand that I will attempt to limit any Losses that may result from such Transaction. I understand and agree that unless I take such action to limit Losses, I will bear sole responsibility for any and all further Losses that may occur thereafter, even if my objection to the initial Transaction is ultimately determined to be valid.
If there are no Transactions within my Trading Account for a period of at least one (1) year, my account will be subject to a dormant account fee as indicated in Trading Account Opening Application.
3.4 Statement of Accounts. I agree that MFS is not obligated to provide me with any trade status report other than the official confirmation. MFS may provide electronic or other trade status reports as a courtesy only, but MFS does not guarantee the accuracy or timeliness of such interim trade status reports and will not be liable for any Losses arising out of or relating to delayed issuance or failure to issue an electronic or other trade status report, or from errors in such reports that are subsequently corrected by MFS in official confirmations. It is my responsibility to review all Statements of Account promptly on receipt, whether delivered to me electronically, by postal mail or otherwise. I will notify MFS of any objection (including any claim of improper transfers, omissions, check alterations, forgeries, other errors or fraudulent occurrences) to the information contained in my Statement of Account (excluding Transactions, which are covered by Transaction confirmations as stated above) within five (5) Days after my receipt of the Statement of Account. MFS is entitled to treat the information contained in the Statement of Account as accurate and conclusive unless I object within five (5) Days of receipt. In all cases, MFS reserves the right to determine the validity of my objection to the information contained in the Statement of Accounts.
3.5 Notices and Other Communications.MFS will forward to me or publish on the MubasherTrade Website any and all notices and other communications relating to my Trading Account, including but not limited to Notice of policies with regard to trading prohibitions or restrictions introduced by Executing Brokers or Custodians of MFS, MubasherTrade Privacy Statement(s), prospectuses and, where required by Applicable Regulations, any proxy materials, annual reports, notices of meetings and any other material furnished to MFS by issuers whose securities I own by sending such notices and other communications to the postal or electronic address as I designate on the Trading Account Opening Application, or as I designate from time to time in writing addressed to MFS. Such notices will be deemed to constitute good and effective delivery to me when sent by MFS whether or not actually or timely received or accessed, unless MFS receives actual notice to the contrary (by rejected e-mail delivery notice, returned postal mail or the like). I am responsible for reading the notices published on the MubasherTrade Website or posted to the electronic message box for my Trading Account on the MubasherTrade Web Site and for notifying MFS immediately of any change to the postal or electronic address specified. Notices and other communications may also be provided to me orally. Such notices left on an answering machine, or otherwise, will be deemed to have been delivered whether actually received or not. I waive all claims resulting from any failure to receive the notices and communications specified in this Clause. I hereby authorize MFS to transmit all Transaction confirmations and Statements of Account, and any communication in respect of account activity, funds and positions by facsimile transmission, e-mail, internet access or otherwise to such e-mail address, facsimile number or other address as I designate on the Trading Account Opening Application, or as I designate from time to time in writing addressed to MFS. The authorizations in this Clause shall be perpetual, unless changed or revoked in writing by me and addressed to MFS. Any change or revocation shall take effect only after the notice in question has been received by MFS and after MFS has had a reasonable opportunity to act upon the terms and conditions of that notice.
3.6 I understand and agree that whilst trading under an Omnibus arrangement with MFS, I will not be able to attend and vote at the General Meetings of the investee Companies i.e. Annual General Meetings or Extra-ordinary General Meetings. I agree to forego my right to attend and to vote at all such meetings.
3.7 Monitoring Communication. I understand and agree that MFS may in its discretion, but is not obligated to, monitor or record any of my telephone conversations with MFS for quality control purposes and for its own protection. I agree and acknowledge that all conversations may be recorded. Conversations relating to the Trading Account(s) between me and MFS personnel may be electronically recorded with or without the use of an automatic tone warning. I further agree to the use of such recordings and transcripts thereof as evidence by either party in connection with any dispute or proceeding that may arise involving myself or MFS. I understand that MFS destroys such recordings at regular intervals in accordance with MFS’s established business procedures and hereby consent to such destruction. MFS may also monitor and make a record of my use of the Service and any other communications between MFS and me and may use the resulting information for internal purposes or as may be required by applicable law. Unless otherwise agreed in writing, MFS does not consent to the recording of telephone conversations by any third party or me. I acknowledge and understand that not all telephone lines or calls are recorded by MFS, and MFS does not guarantee that recordings of any particular telephone calls will be retained or capable of being retrieved.
3.8 Information made available through the Service. I understand that I am permitted to store, display, analyze, modify, reformat and print the information made available to me through the Service only for my own use. I will not publish, transmit, or otherwise reproduce this information, in whole or in part, in any format to any third party without the express written consent of MFS. I will not alter, obscure or remove any copyright, trademark or any other notices that are provided to me in connection with the information. I represent and warrant that: (i) I will not use the Service in contravention of this Agreement, (ii) I will use the Service only for the benefit of my Trading Account and not on behalf of any other person, and (iii) with the exception of a web browser and other applications specifically approved by MFS in writing, I agree not to use (or allow another person to use) any software, program, application or other device, directly or indirectly, to access or obtain information through the Service or to automate the process of accessing or obtaining such information.
3.9 Nondisclosure of material, non-public information. In connection with the Trading and other services that it provides, MFS may, from time to time, come into possession of confidential and material, non-public information. MFS is prohibited from improperly disclosing or using such information for its own benefit or for the benefit of any other person, regardless of whether such other person is a customer of MFS. MFS maintains and enforces written policies and procedures that prohibit the communication of such information to persons who do not have a legitimate need to know the information and to assure that it is meeting its obligations to customers and remains in compliance with applicable law. I understand and agree that these policies and procedures are necessary and appropriate and recognize that, in certain circumstances, MFS will have knowledge of certain confidential or material, non-public information which, if disclosed, might affect my decision to buy, sell or hold a Security and/or Other Property, but that MFS will be prohibited from communicating such information to me or using it for my benefit.
3.10 Position limitation and Force Majeure Events. I understand and agree that MFS retains the right to limit the amount and/or total number of open positions that I may acquire or maintain at MFS and that MFS reserves the right to refuse to accept any Order. I agree that MFS shall not be responsible for any loss or damage caused, directly or indirectly, by any Force Majeure Events or by MFS’s refusal to accept an Order. I understand that MFS shall only be liable for its actions directly attributable to gross negligence, wilful default or fraud on the part of MFS. MFS shall not be liable for losses arising from the default of any agent or any other party used by MFS under this Agreement.
3.11 Equities Options.MFS may, at its discretion, permit me to use my Trading Account(s) for investing in exchange-traded equities options. Equities options enable investors purchase or sell one or more securities at a future date at a pre-agreed price. They can be used to take a leveraged position in the underlying security, but show increased volatility and may expire valueless if the price of the underlying security is below (for a call option) or above (for a put option) the strike price when the option expires.
I acknowledge that I will not use my Trading Account(s) to engage in short-selling, including by purchasing put options other than in order to hedge Securities held in my Trading Account or otherwise owned by me. I understand that my Trading Account enables me to purchase and sell exchange-traded options granted by other market participants, but not to “write” options myself.
When purchasing equity options, I will be required to pay the option premium in full at the time of the purchase transaction. I acknowledge that I will not be able to exercise my rights under an option (and that the option may expire unused) unless I have sufficient cash (for a call option) or Securities (for a put option) in my Trading Account on the relevant dates for exercising the option and settling any resulting transaction. Not all options are capable of being cash-settled. I understand that it is my own responsibility to keep track of my option contracts and of their expiry dates, and that MFS shall not be responsible for ensuring that any options held in my Trading Account are exercised, sold or cash-settled prior to expiry.
I understand that options may be extremely volatile, and that I may lose the entire amount invested if the option expires out of the money. I understand that there may not be a liquid market for the purchase and sale of options at all times, and that I may be unable to sell an option before it expires. I represent and warrant that I will enter into transactions in equities options for investment and hedging purposes only, and that I will not engage in transactions in equities options for speculative purposes.
4.1 MFS may agree to provide a margin loan or collateralized facility (the “Margin Facility”) in respect of my Trading Account, such facility to be secured by all cash, Securities and Other Property in my Trading Account or in other accounts held by me with MFS or an Affiliate. I agree to incur, service and repay the Margin Facility. I understand that I may repay the Margin Facility at any time by paying an amount to MFS that is equivalent to the money borrowed and interest thereon. If MFS agrees to provide me with a Margin Facility, I will be able to buy and sell Securities and/or Other Property using the Margin Facility through my Trading Account.
4.2 MFS will periodically provide me with a statement detailing my recent Transactions, the value of cash, Securities and Other Property held by MFS in my Trading Account, and any such other information as MFS considers, in its absolute discretion, necessary. Where MFS provides me with a Margin Facility, the statement will also set out the amount owed under the Margin Facility, the additional amounts available under the Margin Facility, and the amount of commissions, expenses and costs incurred by me in connection with the Margin Facility. The statements shall take such form and shall contain such content as MFS may determine in its absolute discretion.
4.3 I agree to make all applicable premium and collateral payments and perform all other obligations relating to Transactions as may be required from time to time by MFS and/or a Financial Market on which such Transactions take place.
4.4 With respect to the Margin Facility, I will provide Collateral to MFS in such amount, form and subject to such timing and valuation mechanics, as MFS, in its sole discretion, requires. Without limiting the foregoing, I shall maintain Collateral in the Trading Account with an aggregate value to be determined by MFS to be at least equivalent to 50% (the “Account Equity”) of the value of the Securities and Other Property, or such other amount as is required under Applicable Regulations, bought using the Margin Facility (such Account Equity being, for the avoidance of doubt, a separate amount of Collateral from that comprised by the Securities bought using the Margin Facility).
4.5 If the value of Collateral in the Trading Account drops to less than 35 %, or such other amount or percentage as is required under Applicable Regulations or applicable MFS Margin Trading Policy, of the Account Equity, MFS will by the end of the relevant Business Day notify me of the reduction in the value of Collateral and request me to increase the amount of Collateral (“Additional Margin”) such that the value of the Account Equity is maintained.
4.6 Additional Collateral necessary to maintain the required Account Equity must be provided in accordance with such timelines as MFS may impose from time to time in its Margin terms, including, in certain cases, immediately.
4.7 If at any time the value of Collateral in the Trading Account drops to less than 25%, or such other amount or percentage as is required under Applicable Regulations or applicable MFS Margin Trading Policy, of the Account Equity and I fail to provide the required amount of Additional Margin within the time limits set forth above, MFS without notifying me may liquidate all or any of my Securities or Other Property in the Trading Account and close any position in the Financial Market to cover any differences resulting from trading on margin so as to maintain Collateral valued at least 50% of the Account Equity, or such other amount or percentage as may be required under Applicable Regulations.
4.8 Notwithstanding the above, MFS reserves the right to reduce or cancel the Margin Facility made available to me, refuse to grant any further margin facility to me or require me to provide Additional Margin from time to time to maintain the Account Equity.
4.9 If Securities and/or Other Property bought on margin are the subject of a corporate event of a kind that gives me the right to subscribe for additional shares pro rata to my holding of such Securities and/or Other Property (including, without limitation, any rights issue, capital increase or spin-off), MFS may use reasonable efforts to notify me of this right. If I wish to take up any such right, I shall use my own additional funds to pay for any such additional shares. If I do not pay for any such additional shares, MFS shall not be required to subscribe for such additional shares using the Margin Facility or its own funds.
4.10 I agree and acknowledge that interest will accrue daily on any Margin Facility made available to me. The amount of interest payable will be agreed between MFS and me in a separate document, and MFS retains the right, from time to time, to change the interest rate applicable to the Margin Facility, subject to prior notification to me.
4.11 Late payment of any amounts due under or in connection with the Margin Facility, including, where applicable, any Collateral requirements, shall render me liable for default interest. This default interest will be applicable from (a) the date on which such amount became due or payable or (b) the date on which Collateral is demanded, as applicable, until the date of actual payment and interest shall accrue at the rate stipulated in the relevant fee schedule.
4.12 For the avoidance of doubt, MFS may sell some or all of my Securities or Other Property or otherwise close out any Transactions where I fail to maintain sufficient Account Equity. Any resulting proceeds will be set off against any amounts owed by me to MFS under the Margin Facility, until sufficient Account Equity has been re-established or the Margin Facility has been paid off in full. Any additional proceeds will be credited to my Trading Account, and may be available for withdrawal or reinvestment in accordance with the provisions of this Agreement.
5.1 Under the terms of this Agreement, MFS will provide execution services either through (i) Omnibus Accounts; or (ii) Fully Disclosed Accounts or (iii) both of the options in each of the agreed stock exchanges/markets as requested by me/us as the Account Holder/s and/or authorised signatories.
5.2 Any assets/shares of a particular transaction will be held in the individual markets concerned either; (i) in the name of MFS in the case of Omnibus Accounts; or (ii) in the name of the Account Holder for the transactions in case of Fully Disclosed Accounts.
5.3 Responsibility for Orders. All Orders for the purchase and sale of Securities and/or Other Property given for my Trading Account will be deemed to have been authorized by me and will be executed in reliance on my promise that an actual purchase or sale is intended. It is my intention and obligation to deliver Securities and/or Other Property to cover long positions and to pay for purchase Transactions immediately on MFS’s demand. In the case of a sale of Securities and/or Other Property, MFS is authorized to borrow or otherwise obtain the Securities and/or Other Property as necessary to enable MFS to make delivery, and I agree to be responsible for any Losses MFS may incur in doing so. I understand that MFS may at any time, in its sole discretion and without prior notice to me, prohibit or restrict my ability to trade Securities and/or Other Property. In this regard I agree I shall not have the right to sell Securities and/or Other Property prior to paying in full the value of the Securities and/or Other Property bought, plus the Commission and fees due to MFS, the relevant Financial Market(s) and the bank(s), and any other expenses accruing from such Transaction. I further agree not to allow any person to trade for my Trading Account unless a trading authorization for that person has been received and approved by MFS.
5.4 Financial Markets Volatility, Market Orders and Limit Orders. I understand that, whether I place a market or limit Order, I will receive the price at which my Order is executed in the market place. Particularly during periods of high volume, illiquidity, fast movement or volatility in the market place, the execution price received may differ from (and may be less advantageous than) the quote provided on entry of an Order or the price level specified for a Stop Loss Order. I may receive partial executions of an Order at different prices. I understand that MFS is not liable for any such price fluctuations. I also understand that price quotes generally are for only a small number of shares as specified by the marketplace, and larger Orders are relatively more likely to receive executions at prices that vary from the quotes or in multiple lots at different prices.
Securities and/or Other Property may open for trading at prices substantially higher or lower than the previous closing price or the anticipated price. If I place a market Order (whether during normal market hours or when the Financial Markets is closed), I agree to pay or receive the prevailing market price at the time my market Order is executed. I understand that the price I pay or receive may be significantly higher or lower than anticipated at the time I placed the Order. To avoid buying a Security and/or Other Property at a higher price and possibly exceeding my purchasing power, or selling it at a lower price than I desire, I understand my option to enter a limit Order. I also understand that limit Orders may not be executed at any particular time, or at all if there is not sufficient trading at or better than the limit price I specify. I also understand that the execution of Stop Loss Orders cannot be guaranteed during periods of high volatility. The MubasherTrade Web Site contains further information regarding Order types and limitations, which I agree to read and understand before placing such Orders.
5.5 Order Handling. I understand that, subject to the terms and conditions of an Order, the method of execution of each Order is in the sole discretion of MFS. If I do not specifically request that my Orders be routed to a particular Financial Market venue to which MFS has access, Orders that are accepted by MFS will be transmitted to the appropriate exchange or other Financial Market (as determined in good faith by MFS) for placement and execution or may result in an internal crossing transaction (where MFS or the relevant executing broker matches a buy order generated by one client with a sell order generated by another client, without passing the orders to a Financial Market or other external trading venue for execution) or in a principal trade (where MFS or the relevant executing broker takes the other side of the trade) being entered into between me or the relevant clearing broker. Further, to the above I agree to MFS internal crossing of transaction under Omnibus account wherein the orders for buy and sell received from other Client(s) of MFS at the same price may be matched internally against my/our order without relaying the order to the market. This would apply in the event MFS feels that such orders may not be recognized by a stock exchange and there is a possibility that the orders get rejected. In all such cases of internal crossing of orders, MFS provides me/us as Account Holders with fast execution of an order as against obtaining the best possible result for the order. Certain Orders, at MFS’s sole discretion, may be subject to manual review and entry, which may cause delays in the execution of my Orders and may cause my Orders to be executed at prices that are significantly different from the price quotes I obtained when I entered my Order. MFS reserves the right in its sole discretion to decline to accept any Order or to change its requirements with respect to stop or stop-limit Orders for particular securities or classes of securities without advance notice. I authorize MFS to submit my Orders jointly with other Orders for other customers and I acknowledge that the average price for executions resulting from aggregated Orders will be assigned to my Trading Account. I understand that order aggregation may operate to my advantage or disadvantage on individual trades, but that MFS will seek to ensure that order aggregation will not, on average, result in its customers as a whole being disadvantaged. On request, MFS will make available the underlying records reflecting the actual Transaction prices.
5.6 Purchases. I promise to pay for all Securities and/or Other Property purchased in my Trading Account by addition of the appropriate cash amount on or before the Settlement Date. Except for conditional offers for the purchase of new issues, MFS reserves the right to require that my Trading Account contains funds in an amount equal to or greater than the purchase price of the securities prior to the trade date. I am responsible for my Orders, including any Order that may exceed the amount of funds available in my Trading Account, and I will not rely on MFS to reject Order(s) that exceed my purchasing power. If full funds are not available in the Trading Account and my Order is processed, I must promptly deliver payment to MFS for receipt on or before the Settlement Date. If payment is not received by the Settlement Date, or as Financial Markets conditions warrant at any time before or after settlement, MFS may in its sole discretion liquidate and close out any or all Securities and/or Other Property in the Trading Account initiating the Transaction to satisfy my payment obligation, without prior notice and without regard for any previous demand or agreement concerning the time for payment. MFS may otherwise liquidate Securities and/or Other Property in one Trading Account to satisfy a payment obligation in another Trading Account. In the event that Securities or Other Property held in one or more of my Trading Accounts are liquidated in accordance with this clause, I will be liable for any Losses incurred by MFS and MFS shall not be responsible for any Losses (including, for the avoidance of doubt, lost profits) that I may incur as a result of the liquidation.
5.7 Sales. I promise to deliver all Securities and/or Other Property sold in my Trading Account and to provide collateral of a type and amount acceptable to MFS in my Trading Account. MFS generally requires that Securities and/or Other Property be held in a Trading Account prior to the acceptance of a sell Order with respect to such Securities and/or Other Property unless the Order is specifically designated as a “short sale.” If Securities and/or Other Property is not held in my Trading Account and a sell Order is processed, I must promptly deliver such Securities and/or Other Property to MFS for receipt in good deliverable form on or before the Settlement Date. Any Order accepted without negotiable certificates or positions in the Trading Account will be subject, at MFS’s sole discretion, to cancellation or buy-in. To help ensure this will not occur, I agree that I will place sell Orders only for Securities and/or Other Property owned by me and held in my Trading Account at the time my Order is placed.
Proceeds of a sale will not be paid to me or released into my Trading Account until MFS has received the Securities and/or Other Property in good deliverable form, whether from a transfer agent or from me and the settlement of the Securities and/or Other Property is complete. Instructions on how to properly endorse a certificate and deliver it to MFS are located on the MubasherTrade Web Site. If the Securities are not received on or before the Settlement Date, or as Financial Markets conditions warrant, MFS may in its sole discretion purchase the Securities on the open Financial Markets for my Trading Account and may liquidate and close out any or all Securities and/or Other Property in any Trading Account in order to pay for such purchase (“buy-in”). In the event that Securities and/or Other Property are bought-in, I will be responsible for all resulting Claims or Losses incurred by MFS.
5.8 Conditional Trading Orders. I acknowledge and agree that while MFS shall use all reasonable care and skill in processing Conditional Trading Orders; (a) such Orders may not be processed at the times specified in those orders or at all and MFS gives no warranties or assurances to me in this respect, (b) to the fullest extent permitted by law, MFS shall not have any liability for Losses that may be incurred by myself as a result of MFS processing Conditional Trading Orders, including but not limited to any failure by MFS to process such Orders at the times specified in the Orders, and (c) notwithstanding the provisions of this Clause 6.8 (a) and (b), the maximum liability of MFS may have towards myself shall at all times be limited to the actual Losses suffered by me as may be reasonably determined by MFS.
5.9 Cancellation Requests, Order Changes, Late and Corrected Reports. A cancel instruction is only a request and, as such, cancellation of my Order is not guaranteed. MFS processes requests to cancel on a best efforts basis and is not liable to me if it is unable to change or cancel an Order before the Order is executed. My Order will be cancelled only if my cancellation request is received in the marketplace and matched up with the existing Order before the Order is executed. The ability to cancel an Order depends in large part on the volume of trading in the particular Securities and/or Other Property and marketplace and Financial Markets conditions as a whole, over which MFS has no control. Market Orders are subject to immediate execution and, as a general rule, cannot be cancelled during market hours. Market Orders and marketable Limit Orders placed prior to market open are subject to immediate execution at the opening and cancellation requests placed shortly before trading begins may not be capable of being effected. If an Order cannot be cancelled or changed, I agree that I will be bound by the results of the original Order I placed.
I will not assume that an Order has been executed, changed or cancelled until I have received a Transaction status report from MFS specifically indicating that the Order has been executed, changed or cancelled. From time to time MFS receives delayed reports of Order executions, changes and/or cancellation request status from exchanges or Financial Markets participants reporting the status of Transactions. I understand that I may be subject to, and will be bound by, late reports of executions related to Orders that were previously unreported to me or reported to me as being expired, cancelled or executed. In addition, any reporting or posting errors, including errors in execution prices, will be corrected to reflect what actually occurred in the marketplace.
I am responsible for knowing the status of my pending Orders before entering additional Orders. Any duplication by me of a pending Order will be considered authorized and intended by me, even if the execution of the Order exceeds the funds available in my Trading Account or purchasing power. If I want to change an existing Order, I agree to enter a change Order. If I enter a cancellation request, I agree to wait for a Transaction status report specifically indicating that my cancellation request has been effected prior to entering a replacement Order. By entering a change Order, I can avoid the requirement of waiting for such Transaction status report. Repeated, successive change Orders, particularly when an Order is partially executed, may under some circumstances result in reporting delays and/or inaccuracies in initial Transaction status reports. I will rely on official Transaction confirmations as the official records of Transactions in my Trading Account, and I agree to contact MFS in the event I am unclear as to the status of an Order.
5.10 Order Routing. Consistent with the overriding principle of best execution, MFS, using a computerized system, routes Orders for listed and OTC equity Securities to Financial Markets centres, including regional exchanges, securities dealers who make markets OTC and alternative trading systems. MFS takes a number of factors into consideration in determining where to route customers’ Orders, including the speed of execution, price improvement opportunities (executions at prices superior to the prices then prevailing inside the Financial Markets), automatic execution guarantees, the availability of efficient and reliable order handling systems, the level of service provided, the cost of executing Orders, whether it will receive cash or non-cash payments for routing Order flow and reciprocal business arrangements. MFS regularly and rigorously reviews Transactions, broker-dealers and other Financial Markets centres for execution quality based on the foregoing factors.
5.11 MFS as Agent; Affiliates. I understand that MFS is acting as my agent unless MFS notifies me in writing before the Settlement Date for a Transaction that it is acting as a principal for its own account or as agent for another person. I agree that MFS may provide certain trading or other services to me with or through its Affiliates. I also understand and agree that, in the event an Order is executed with an Affiliate acting as principal, such Affiliate may receive a profit (or loss) in connection with such execution in addition to any Commission, Commission equivalent, mark-up or fee paid to MFS.
5.12 Reorganizations and Corporate Actions. Certain securities may impart valuable rights that expire unless the holder takes some action. I understand that I am responsible for knowing the rights and terms and conditions of all securities in my Trading Account. MFS will not be obligated to notify me of any upcoming expiration or redemption dates, or to take any other action on my behalf without specific instructions from me, except as required by law and applicable rules of regulatory authorities. However, if any such Securities and/or Other Property is about to expire, become worthless or be redeemed for significantly less than its fair market value, and I have not provided instructions to MFS, MFS may, at its discretion, take action on my behalf and credit my Trading Account with the proceeds. Although MFS has the discretion to take such action, MFS is not obligated to do so. I agree not to hold MFS liable for any Losses arising out of or relating to my failure to act or to give instructions to MFS to act on my behalf.
I am responsible for knowing about voluntary and mandatory reorganizations related to Securities and/or Other Property that I hold, including mergers, name changes, stock splits and reverse stock splits. MFS is not obligated to notify me of any such re-organizations before they occur. I understand that MFS will not allocate Securities and/or Other Property resulting from reorganizations until such Securities and/or Other Property are received by MFS from the paying agent or depository. On voluntary reorganization instructions (tender or exchange offers), I agree to provide instructions to MFS no later than two (2) Business Days prior to the expiration of the offer to allow sufficient time to act on my instructions. Any instructions received after that time will be processed on a “reasonable efforts” basis only. Additionally, I am solely responsible for also knowing about periodic payment activities including cash, and stock. MFS is not obligated to notify me of any such activities.
I am responsible for knowing when a re-organization, such as a stock split, has changed the symbol and/or the number of shares represented. Overselling in a Cash Account is an impermissible short sale and may result in my Trading Account being restricted.
5.13 Dividends, Interest and Subscription Rights. MFS will receive periodic payments, such as dividends and interests, on my behalf, and will credit my Trading Account on or shortly after the date funds are received by or on behalf of MFS.
5.14 Trading in different jurisdictions and Currency Fluctuation Risk. I understand that Order(s) will be executed in the relevant currency of the Financial Market(s) and that investing outside my home jurisdiction involves additional risks related to currency fluctuations, economic and political differences and differences in accounting standards. I agree that, in order to trade in different Financial Markets, I first must either: (1) convert United States Dollars held in my Trading Account to the applicable currency of that particular Financial Markets in which I wish to trade; or (2) transfer into my Trading Account the applicable currency. Currency exchanges are effected by MFS or its Affiliates on a principal basis, and may include a mark-up or mark-down, as appropriate. I understand that more favourable exchange rates may be available through third parties not affiliated with MFS.
6.1 I understand that MFS does not guarantee that all or any of the access routes will be available to me all the time. MFS reserves the right to suspend access to the Service without prior notice during scheduled or unscheduled System repairs or upgrades.
6.2 Alternative Means of Access. MFS offers a variety of ways of accessing my Trading Account, including telephone and online via the System. I agree that if I experience any difficulties accessing the Service through any access device, particularly during periods of heavy trading and volatile Financial Markets conditions, I will attempt to use alternate methods to access my Trading Account(s). MFS, however, will not accept Orders or instructions by e-mail, facsimile or postal mail.
6.3 Customer Responsibility. I understand that I am responsible for all acts and omissions relating to the use of the Service, including all Orders entered through the Service using my user ID and passwords. I understand and agree that it is my responsibility to maintain the confidentiality of my user ID and passwords and to change my passwords regularly and to keep them confidential. I agree to notify MFS immediately if: (i) an Order is placed through the Service and I do not receive an Order number; (ii) an Order is placed through the Service and I do not receive an accurate acknowledgment of the Order or of its execution; (iii) I receive acknowledgement of an execution of an Order which I believe I did not place; or (iv) I become aware of any unauthorized use of my user ID and passwords.
If I fail to notify MFS as soon as practicable when any of the above conditions occur, neither MFS nor any of its Affiliates will be liable to me or to any other person for any Claim with respect to the handling, mishandling or loss of any Order.
6.4 Security. When I access the MubasherTrade Web Site, MFS’s security system automatically protects my communications through server authorization and data encryption. Access requires password authentication to log on to the trading site and to actually place a trade.
6.5 Market Data. I understand that neither MFS nor any participating Information Provider guarantees or makes any warranty of any kind, expressed or implied, regarding the timeliness, sequence, accuracy or completeness of Market Data. I agree that MFS is not liable for any Losses (including lost opportunity or profits) arising out of or relating to: (i) any inaccuracy, defect or omission of the data; (ii) any error or delay in the transmission of such Market Data; or (iii) interruption in any such data due to any cause beyond the control of MFS.
I also understand that each Information Provider asserts a proprietary interest in all of the Contents and the Market Data it furnishes to the parties that disseminate such Contents or Market Data and is the owner of IPRs in respect of such Contents or Market Data. I will use the Contents and the Market Data (including real time quotes) only for my individual non-business use. I will not redistribute or otherwise provide the Contents or Market Data to any person or entity. I understand that MFS and the Information Providers may enforce the terms and conditions of this Agreement directly against me.
7.1 This Agreement contains a pre-dispute arbitration clause. By signing an arbitration agreement I agree with MFS as follows:
7.2 I agree to resolve by binding arbitration any dispute or controversy that may arise between MFS or its Affiliates and me relating in any way to my relationship with MFS, any Trading Account held with MFS, or the Service provided to me by MFS. This arbitration agreement includes any controversy involving Transactions of any kind made on my behalf by or through MFS, or the performance, construction or breach of this Agreement (including as regards the existence, termination or validity of this Agreement) or any other written agreement between MFS and myself. Such arbitration will be conducted in accordance with the rules then in effect of the United Nations Commission on International Trading Law Arbitration Rules (the UNCITRAL Arbitration Rules) unless the rules of another self-regulatory organization to which MFS is subject mandate arbitration before another organization, in which case the arbitration will be conducted in accordance with the rules then in effect of that organization. Any dispute or controversy involving a dollar amount less than $50,000 will be before a sole arbitrator to be appointed by the organization to which the arbitration is referred. Any dispute or controversy involving in excess of $50,000 will be before a panel of three arbitrators. In such a case, each Party to the arbitration shall appoint one (1) arbitrator and the arbitrators so appointed by the Parties shall in turn mutually select one (1) additional arbitrator.
The place of arbitration shall be Manama, in the Kingdom of Bahrain, and the proceedings shall be conducted in the English language. I make this arbitration agreement on behalf of myself and my heirs, administrators, representatives, executors, successors, assigns and together with all other persons claiming a legal or beneficial interest in my Trading Account.
Any award of the arbitrator or a majority of the arbitrators will be final and binding, and judgment on such award may be entered in any court having jurisdiction. This arbitration provision will be enforced and interpreted exclusively in accordance with laws of the Kingdom of Bahrain in Manama, Bahrain. Any costs, attorneys’ fees or taxes involved in confirming or enforcing the award will be fully assessed against and paid by the party resisting confirmation or enforcement of said award.
7.3 No person will bring a putative or certified class action to arbitration nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until:
Such forbearance to enforce an agreement to arbitrate will not constitute a waiver of any rights under this Agreement except to the extent stated herein.
7.4 If I am not residing in the Kingdom of Bahrain at the time of a controversy arises between MFS and me, I agree to the provisions described above and the following additional provisions:
7.5 Nothing in this Clause 8 shall prevent MFS from bringing court proceedings in my country of residence or in any other jurisdiction where MFS considers that this is necessary or desirable for the purpose of enforcing an arbitral award or for the purpose of enforcing any payment due, or security interest granted, under this Agreement.
8.1 After-Hours and Pre-Market Trading and Other Terms, Conditions and Disclosures. MFS from time to time will inform me of additional terms, conditions and disclosures relating to particular products or services, including the Service and after-hours or pre-market trading sessions. By entering into this Agreement, I agree to abide by all such terms and conditions and disclosures.
8.2 Record Keeping. MFS shall keep records of my Confidential Information, personal information provided under this Agreement and data relating to Transaction(s) for a period of ten (10) Years or as otherwise required by Bahraini laws or Applicable Regulations.
8.3 Economic Sanctions. My Trading Account may be subject to Applicable Regulations relating to economic sanctions and embargos. I represent that I have not been designated by Applicable Regulations as a blocked or sanctioned person, I have no reason to believe that I would be considered a blocked or sanctioned person for the purposes of such Applicable Regulations, and I do not reside in a restricted country. I also represent that I am not employed by, acting as agent of, or partially owned or controlled by, a government, a government-controlled entity or a government corporation or any other person that has been designated by Applicable Regulations as a blocked or sanctioned person. I understand that if my application is deemed to fall under such Applicable Regulations relating to economic sanction and embargos, my Trading Account may be declined or restricted from certain activity.
8.4 Interaction with Other Financial Institutions. I acknowledge and agree to the extent that I maintain trading accounts or other financial services or investment advisory relationships with affiliated or unaffiliated entities of MFS, that such relationships will be considered separate and apart from my Trading Account with MFS.
8.5 Modification of Agreement or Service. I understand that MFS may change or amend the terms and conditions of this Agreement from time to time. MFS will notify me of changes to the Agreement by posting a revised version of the Agreement and a summary of the changes on the MubasherTrade Web Site, and by notifying me of the changes the next time I log into my Trading Account. MFS may also notify me by sending me an email or written notice outlining the changes to the Agreement, but shall not be required to do so. It is my responsibility to regularly check the MubasherTrade Web Site for changes to the Agreement.
I agree that I shall be deemed to have accepted any change to this Agreement or to the Service published on the MubasherTrade Web Site, if I continue to use the Service after notice of the change has been posted to the MubasherTrade Web Site or if I fail to close my Trading Account within fifteen (15) Days of the date on which notice of the change was posted to the MubasherTrade Web Site. For these purposes, any notice that is sent to the email or postal address given by me on my Trading Account Opening Application or subsequently notified by me to MFS will be deemed to have been delivered to me (whether I actually received it or not), and I will be deemed to have received any such notice sent by email on the Day it was sent and any such notice sent by postal mail or otherwise on the date falling two Days after the date on which it was sent.
Notwithstanding the above, changes required by law or Applicable Regulations or by Executing Brokers or Custodians in various markets will be effective immediately once the revised Agreement or the Notice/announcement in respect of changes has been posted on the MubasherTrade Web Site.
8.6 Severability, Waiver and Effectiveness. If any provision of this Agreement is held to be invalid, void or unenforceable by reason of any law, rule, administrative order or judicial decision, that determination will not affect the validity of the remaining provisions of this Agreement. Except as specifically permitted in this Agreement, no provision of the Agreement can be, nor will it be deemed to be, waived, altered, modified or amended unless agreed to in writing signed by an authorized officer of MFS.
8.7 Non-Waiver. MFS’s failure to insist on strict compliance with this Agreement or any other course of conduct on its part or any failure by MFS or its agents to assert its rights under this Agreement on any occasion or series of occasions will not be deemed a waiver of MFS’s rights under this Agreement. No oral agreements or instructions to the contrary shall be recognized or enforceable.
8.8 Successors. This Agreement will pass to the benefit of MFS and its successors, assigns and agents. In addition, I hereby agree that this Agreement and all T&Cs of this Agreement will be binding on my heirs, executors, administrators, personal representatives and any assigns permitted by MFS.
8.9 Power of Attorney. I agree and hereby irrevocably appoint MFS, with full power as my true and lawful attorney-in-fact, to the full extent permitted by law, for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that MFS deems necessary or advisable to accomplish the purposes of this Agreement.
8.10 Entire Understanding; Assignment. This Agreement, the Trading Account Opening Application, the attachments if any, and all other written agreements and any terms and conditions contained on statements and confirmations together contain the entire understanding between MFS and me in respect of the Trading Account(s) and in respect of the Services. This Agreement supersedes any previous agreements that I may have made with MFS individually with regard to my Trading Account, and if the Trading Account is held jointly, it supersedes any previous agreements made by the same parties to this Agreement, to the extent that the subject matter is covered by this Agreement. MFS may assign its rights and duties under this Agreement to any of its successors, subsidiaries or Affiliates without giving me notice, or to any other entity on prior written notice to me. I may not assign the rights and obligations under this Agreement without first obtaining the prior written consent of MFS. Any purported assignment in violation of this Agreement will be void.
8.11 Choice of Law. I understand that this Agreement will be deemed to have been made in the Kingdom of Bahrain and will be construed, and the contractual and non-contractual rights and liabilities of the Parties determined, in accordance with the internal laws of the Kingdom of Bahrain.
8.12 Third party beneficiaries. All rights of MFS under this Agreement shall also be extended to any introducing broker, referring agent, futures commission merchant, broker-dealer or other person who refers or introduces me to MFS, each of whom is expressly made a third party beneficiary of this Agreement. Among other things, this provision accords to the foregoing persons the rights, obligations and privileges of this Agreement relating to the jurisdiction and venue of legal actions or proceedings, governing law and indemnification.
8.13 Binding effect. This Agreement shall be continuous and shall cover, individually and collectively, all my Trading Accounts at any time opened or reopened with MFS irrespective of any change at any time in the personnel of MFS or its successors, Affiliates or assigns. This Agreement including all authorizations, shall inure to the benefit of MFS and its successors and assigns, whether by merger, consolidation or otherwise, and shall be binding upon myself and/or my estate, executor, trustees, administrators, legal representatives, successors and assigns. I hereby ratify all Transactions with MFS affected on my behalf prior to the date of this Agreement, and agree that my rights and obligations in respect thereto shall be governed by the terms and conditions of this Agreement.
8.14 Indemnification. I agree to indemnify and hold MFS, its Affiliates, agents, successors and assigns and their respective directors, officers, agents and employees harmless from and against any and all liabilities, losses, damages, costs and expenses, including attorney’s fees, incurred by them arising out of my failure to fully and timely perform my obligations under this Agreement or as a result of any of my representations and warranties to MFS failing to be true and correct. I also agree to pay promptly to MFS all damages, costs and expenses, including attorney’s fees, incurred by MFS in the enforcement of any of the provisions of this Agreement and any other agreement(s) between myself and MFS.
8.15 IPRs. Unless otherwise informed by MFS, any MFS Software, hardware or devices MFS has provided to me in connection with the Services is licensed to me for the duration of this Agreement. The copyright and all other Intellectual Property Rights in it and in any Documentation or other information MFS has provided to me, remains owned by MFS or by the person who licenses it to MFS (if applicable). user guide or other information MFS has provided to me. I understand and agree that I will obtain no rights, title or interest in any such materials or Intellectual Property Rights relating to them. Any hardware or device that MFS has provided to me in connection with the Services remains the property of MFS. I agree to use it exclusively in connection with this Agreement and as described in any Documentation, and to return it to MFS at my own expense within 21 Days of the termination of this Agreement. If any such device or hardware is lost or destroyed whilst in my possession or is not returned to MFS in accordance with the terms and conditions of this Agreement, I will pay such replacement and processing costs as MFS may reasonably impose.
8.16 Electronic Signatures. My intentional action in electronically signing this Agreement and the Trading Account Opening Application is valid evidence of my consent to be legally bound by this Agreement and by other documentation submitted in the Trading Account Opening Application process or governing my relationship with MFS. The use of an electronic version of the Agreement and of the related documents fully satisfies any requirement that MFS’s terms of business and/or such other documents be provided to me in writing. I acknowledge that I may access and retain a record of the documents that I electronically sign through the MubasherTrade Web Site and that I may print a copy of all such documents for my records. I am solely responsible for reviewing and understanding all of the terms and conditions of these documents. I accept as reasonable and proper notice, for the purpose of any and all Applicable Regulations, notice by electronic means, including the posting of modifications to this Agreement on the MubasherTrade Web Site. I acknowledge and agree that MFS may modify the Agreement from time to time and I agree to consult the MubasherTrade Web Site from time to time for the most up-to-date Agreement.
The electronically stored copy of this Agreement is considered to be the true, complete, valid, authentic and enforceable record of this Agreement, admissible in judicial or administrative proceedings to the same extent as if the documents and records were originally generated and maintained in printed form. I agree to not contest the admissibility or enforceability of MFS’s electronically stored copy of this Agreement in any proceeding arising out of the terms and conditions of the Agreement. If more than one individual has electronically signed this Agreement, our obligations under this Agreement will be joint and several and identical to the obligations of joint Account Holders that have signed a paper agreement.
The Client warrants and represents that he/she is not under any legal limitation with respect to, and is not subject to any law or regulation which prevents its performance in accordance with, the terms and conditions contained in this Agreement. The Client further represents and warrants that he/she has obtained all necessary consents and informed all obligated parties as required to enter into this Agreement, and he/she has the authority to operate in accordance with the terms contained in this.
9.1 Electronic Delivery of Documents.
9.1.1 Consent to Electronic Delivery. MFS is an electronic-based broker-dealer providing self-directed (execution only) trading services. By agreeing to electronic delivery I am giving my informed consent to electronic delivery of all Account Communications (as defined below), other than those I have specifically requested be delivered in paper form. “Account Communications” mean all current and future Statements of Account(s), trade confirmations, notices, disclosures, regulatory communications (including prospectuses, proxy solicitations and privacy notices) and other information, documents, data and records regarding my Trading Account(s) and the Service (including amendments to this Agreement) delivered or provided to me by MFS, the issuers of the Securities and/or Other Property in which I invest and other parties.
9.1.2 Revocation of Consent. I may revoke or restrict my consent to electronic delivery of Account Communications at any time, subject to the terms and conditions of this Agreement, by notifying MFS in writing or by telephone of my intention to do so. I also have the right to request paper delivery of any Account Communication that the law requires MFS to provide to me in paper form. I understand that if I revoke or restrict my consent to electronic delivery of Account Communications or request paper delivery, MFS, at its discretion, may charge me a reasonable service fee for the delivery of Account Communications that would otherwise be delivered to me electronically, restrict my Trading Account or close my Trading Account and terminate access to the Service. Neither my revocation or restriction of consent, my request for paper delivery, nor MFS’s delivery of paper copies of Account Communications will affect the legal effectiveness or validity of any electronic communication provided while my consent was in effect.
9.1.3 Electronic Delivery System. MFS will notify me by e-mail when Account Communications are posted on the MubasherTrade Web Site if required by law. I will have access through the MubasherTrade Web Site to an archive of all documents I received via electronic delivery for at least the current year. I may obtain copies of earlier documents on my request for up to six years for Account Statements and for up to three years for trade confirmations. All e-mail notifications of Account Communications will be sent to my e-mail address of record.
I acknowledge that the internet is not a secure network and that communications transmitted over the Internet may be accessed by unauthorized or unintended third parties. E-mail notifications sent by MFS will not contain sensitive or confidential customer information, including account numbers and the identity of the Securities and/or Other Property purchased. Due to security risks, I will not send any sensitive information, such as account numbers or passwords, in an unencrypted e-mail.
E-mails on rare occasions may fail to transmit properly. Regardless of whether I receive an e-mail notification, I agree to check the MFS Web Site regularly for up-to-date information and to avoid missing time-sensitive information. I agree that, for my records, I can download and save or print the Account Communications I receive via electronic delivery. In the event that an e-mail notification sent to me is returned to MFS as undeliverable, a paper notification will be sent to my postal mail address of record notifying me that Account Communications will be delivered by regular mail until MFS receives verification of e-mail address from me. I understand that if I am deemed to have revoked my consent to electronic delivery, MFS, at its discretion, may charge me a reasonable service fee for the delivery of Account Communications that would otherwise be delivered to me electronically, or restrict or close my Trading Account. I also understand that MFS may restrict or close my Trading Account if the paper notification is returned to MFS as undeliverable.
I agree that the primary method of MFS’s communication with me will be by posting information on the MubasherTrade Web Site and, to the extent required by law, sending me a notice that directs me to the MubasherTrade Web Site from which the information can be read and printed. I understand that MFS reserves the right, however, to post Account Communications on the MubasherTrade Web Site without providing notice to me, send Account Communications to my postal or electronic address of record or to another access device I have registered with MFS. I agree to check the MubasherTrade Web Site regularly as I may have no other means of knowing that information and Account Communications have been delivered to me. I agree that all Account Communications provided to me in any of the ways described above will be deemed to have been good and effective delivery to me when sent or posted by MFS, regardless of whether I actually or timely receive or access the Account Communication. I agree to promptly and carefully review all Account Communications as and when delivered and notify MFS by telephone within, unless otherwise provided herein, five (5) Days of delivery if I object to the information provided. MFS is entitled to treat such information as accurate and conclusive unless I object in writing within five (5) Days of delivery.
9.1.4 Duration of Consent. This consent will be effective immediately and will remain in effect unless and until either I or MFS revoke it. I understand that it may take up to three (3) Days to process a revocation of consent to electronic delivery, and I may receive electronic notifications in the interim.
10.1.5 Costs. Potential costs associated with electronic delivery of Account Communications include charges from Internet access providers and telephone companies, and such charges are borne by me. MFS does not charge me additional online access fees for receiving electronic delivery of Account Communications.
9.1.6 Hardware or Software Requirements. I understand that to receive electronic deliveries, I must have internet access, a valid e-mail address, the ability to download such applications as MFS may specify and to which I have access and a printer or other device to download and print or save any information I may wish to retain. MFS will notify me of any changes in the hardware and software requirements needed to access electronic records covered by this consent.
9.1.7 Consent and Representations. I hereby agree that I have carefully read the above information regarding informed consent and fully understand the implications thereof. I hereby agree to the conditions outlined above concerning electronic delivery of Account Communications. I also agree that I will maintain a valid email address and continue to have access to the Internet. If my e-mail address changes, I agree to notify MFS of my new e-mail address immediately in writing (for example, by submitting a completed change of email address electronically through the MubasherTrade Web Site).
I confirm that I have read and understood, and agree to be bound by, the terms and conditions of the document entitled “Risk Disclosure” of MFS (as amended from time to time) available on MubasherTrade Web Site.