Terms & Conditions

These terms and conditions (the “Terms and Conditions”) apply to the provision of certain investment services to you by Haseed Investment Company (“Haseed”, “us”, “our”, “we”), in relation to your account. Haseed is a company incorporated and registered at the Ministry of Commerce with company number 1010649659, who is authorized and regulated by the Capital Market Authority of Saudi Arabia. These Terms and Conditions contain important information regarding the services that we will provide to you for your own protection. You should read them carefully before accepting them. If you do not understand anything in these Terms and Conditions, please email support@haseedinvest.com and ask for further information. These Terms and Conditions form an agreement between you and Haseed (the “Agreement”). This Agreement constitutes a client agreement and will come into force when you indicate your acceptance of its terms.

In this Agreement: “Account/s” means each account opened by you with Haseed and your linked Custodian/Broker account for investment in the plan set out in your approved Plan. “Custodian/ Broker” means Interactive Brokers LLC (“IB LLC”), a broker/custodian, whose registered address is 8 Greenwich Office Park # 200, Greenwich, CT 06831, USA and is regulated by SEC, FINRA, NYSE and FCA (among others). “Plan” means the investment policy, objectives and restrictions set out in Schedule 1. “Risk Warnings” means the risk warnings set out on the Platformas listed in Schedule 2. “Target Asset Allocation” means a portfolio strategy that involves setting target allocations for various asset classes and rebalancing periodically. The portfolio is rebalanced to the original allocations when they deviate significantly from the initial setting due to differing returns from the various assets.“Platform” means the Haseed iOS, Android, or web-based application.

Capital Market Authority does not bear any responsibility for the contents of these Terms and Conditions and does not opine or provide any warranties regarding the accuracy or completeness of these Terms and Conditions. Capital Market Authority shall not be responsible for any financial loss resulting from any provision contained in these Terms and Conditions or any reliance thereon.

1. Appointment

This Agreement sets out the terms on which Haseed may recommend a Plan to you and provide you with certain investment advice in relation to your Accounts. This Agreement will become legally binding and we will start providing our services to you once we have received confirmation of your completed Account and satisfactory anti-money laundering verification information.

1.1 Haseed provides you with a simple advisory service with a view to you investing your chosen lump sum and/or regular payments into one of our standard investment portfolios. We will ask you certain questions about your financial circumstances such as your level of debt and type of income, to help us identify which portfolio is suitable for you to invest in. We will not advise you on any existing investments you may currently hold, the efficiency of your approach to paying off any debts, tax efficiency or whether any particular income needs will be met. Should you need advice on your wider personal financial circumstances, you may contact an independent financial adviser.

1.2 In addition to this Agreement, which includes the Schedules, the following additional terms apply:

1.2.1 Interactive Brokers LLC’s agreement contains the terms on which the Custodian/ Broker provides its custody services to you. Through use of the Haseed platform, you are agreeing to these terms and conditions which include, by way of reference, terms of the Custodian/Broker.

1.2.2 Haseed’s Privacy Policy

1.3 You represent and warrant to us that you are:

1.3.1 duly authorized to enter into this Agreement

1.3.2 over the age of 18; and

1.3.3 the sole owner of the funds invested into the Account and are the only person entitled to the funds and assets held in your Account. You will promptly notify us if any of these representations and warranties ceases to be true.

1.4 It is important that you read and ensure you understand the Risk Warnings notified to you. A copy is made available in Schedule 2 of this Agreement.

1.5 You acknowledge that an investment in a Plan carries with it the risk of loss to your capital invested. Furthermore, Haseed gives no assurance or guarantees that the value of investments in your Account will not go down or that the investment held in your Account will generate either profits or income, or that any investment or savings goals you may have (even where you notified us of them) will be achieved.

1.6 Haseed does not provide you with any taxation, administration, legal or accounting services or advice.

2. Our standard of care

Haseed shall provide the services under this Agreement in accordance with the degree of care, diligence and skill a reasonably prudent financial adviser would exercise in the circumstances.

3. Client categorization

Haseed will classify you and treat you as a Retail Client ("a customer") for the purpose of the Capital Market Authority Rules. This means that you are entitled to the protections available to customers under the Capital Market Authority Rules.

4. Scope of the Service

4.1 Haseed will set up an Account for you, and you authorize us to:

4.1.1 provide you with a personal recommendation as set out in your Plan. This recommends that savings made through your Account are allocated into a portfolio of investments balanced according to our assessment of what is suitable for you. This is based on our consideration of your responses to our questions and any other specific circumstances that you communicate to us;

4.1.2 transmit buy/sell trade orders to our Custodian/ Broker for execution, based on your instructions, including your approval of the Plan. By using the Platform, you are providing your consent to execute trades to maintain your Account in accordance with the target asset allocation recommended in your Plan.

Scope of our advice

4.2 Haseed provides a restricted advice service in that we will only advise you on your Target Asset Allocation and not other types of investments that might be relevant to a Retail investor. Examples of other investments will include life policies, structured products or investment trusts. We also do not provide advice on direct investment in stocks and shares.

4.3 Following our assessment of your objectives and investor profile, we will recommend in your Plan, the Target Asset Allocation that we consider suitable for you.

4.4 We will keep the Target Asset Allocation under review to ensure it remains suitable for you, given the investor profile set out in your Plan. Our recommended Target Asset Allocations are made with a view to long term investment and take account of your time horizon and risk tolerance for falls in the value of your investment, as recorded in your Plan. Haseed will not change your Target Asset Allocation to take account of short or medium term performance.

4.5 We will act on your instructions, indicated by your approval of the Plan, to arrange investment into the initial investments recommended to be held in your Account, and to arrange to buy or sell investments in your Account:

4.5.1 in order to re-balance your portfolio from time to time in accordance with the Target Asset Allocation recommended in your Plan; or

4.5.2 to reflect an adjustment to your Target Asset Allocation for your Account, after obtaining your consent.

Your personal circumstances

4.6 We strongly recommend that you contact us if there is a change in your personal circumstances which would affect your investor profile. Please contact us if there is anything else that has changed which you think should be considered in terms of your Plan.

4.7 We will contact you every twelve to eighteen months with a view to obtaining from you an update on your personal circumstances and investor profile. If you do not respond or provide us with the information we ask for,we will not be able to (and accordingly have no obligation) to update your Account and/or Plan.

4.8 You may however, contact us at any time if you wish to discuss your Plan or the allocation to or performance of investments in your Account.

4.9 Should you contact us or respond to our request for an annual review, we may provide you with a revised personal recommendation. In this event, we will issue you with a revised recommended Plan.

Maintaining the balance of your Target Asset Allocation

4.10 The Target Asset Allocation percentages recommended in your Plan shall not be breached by the occurrence of any events or circumstances outside the control of Haseed including, but not limited to, changes in the price or the value of the investments as a result of market movements, currency movements, lack of availability of investments or arising during a process of transitioning to an alternative investment or as a result of an agreed change in the Plan.

4.11 Should the Target Asset Allocation vary by a considerable amount for any reason, Haseed shall arrange to buy or sell investments with a view to rebalancing the Target Asset Allocation in accordance with the Plan. At a minimum, Haseed will review your portfolio for rebalancing bi- annually.

4.12 An investment’s compliance with any specifications made in the Plan or otherwise communicated to you shall be determined as at the date of purchase of that investment. Any such specifications shall not be deemed breached as a result of changes in the value or status (including the credit rating) of an investment following purchase. Haseed shall assess advising on changing and replacing its selection of an investment as appropriate considering any matters that appear to us to be relevant to the ongoing suitability of that investment for your Account.

5. Instructions to Haseed

5.1 Haseed will act on your instructions (including those provided as part of your investment in the Plan) to:

5.1.1 undertake on your behalf such actions as may reasonably be required for Haseed to pass orders on your behalf.

5.2 You will execute and deliver any authorizations and documents as may be reasonably necessary for Haseed to carry out its services under this Agreement.

6. Your obligations

6.1 It is your responsibility to ensure that information or documentation provided by you to Haseed is accurate, complete, up-to-date and not misleading in any respect and that you have notified Haseed of any information which could be relevant to the performance of Haseed’s duties under this Agreement.

6.2 You acknowledge that Haseed will be relying on the information or documents provided by you to Haseed. You will promptly advise Haseed of any of the material change in your financial circumstances that would affect the suitability of the Plan to your personal circumstances. Until such time that Haseed is advised of these changes, you acknowledge that Haseed shall rely on the existing Plan.

6.3 You will be responsible for all tax returns, filings and reports on any transactions undertaken pursuant to this Agreement and for the payment of all unpaid capital calls, taxes or other liability arising out of, or in connection with, the investments held in your Account.

6.4 You will provide to Haseed any documents and information that Haseed may require to comply with the requirements of relevant anti-money laundering laws.

6.5 You acknowledge that borrowing money to finance a contribution into your Account involves the risk that the value of your capital investment will go down such that you will have insufficient funds to repay the capital of the loan. Any returns on your capital may be insufficient to meet interest due on the loan. If you borrow money to make a contribution, it is your sole responsibility to repay the loan and pay interest as required by the loan’s term – the obligation to pay back remain even if the value of the Account declines. We strongly recommend against you borrowing to fund an investment with Haseed.

7. Instructions and communication

7.1 Instructions may be given through electronic communication, including but not limited to email or via your Haseed online account. All written communications should be directed to Haseed’s registered office at the address set out at the head of this Agreement and on our Platform. Complaints should be notified to Haseed in accordance with Clause 17.

7.2 Haseed shall be entitled to act on any instructions reasonably believed to be from you or an authorized representative of you. It is your responsibility to keep the security details applicable to your Account safe and not share them with any other person. Where you have any reason to suspect that your security details have or might be compromised, you must contact us immediately.

7.3 You acknowledge that: a) Haseed may not accept instructions until it is able to satisfy itself that the instructions originated from you or an authorized representative of you; b) Haseed will not be responsible for any losses or loss of opportunity due to any delays arising from Haseed confirming the validity of instructions or the accuracy of instructions where they are in Haseed’s reasonable opinion, unclear.

7.4 Haseed shall not be responsible for the advisability or suitability of transactions made at your instruction where Haseed has indicated that such a transaction is not advisable and/or suitable for you. Where Haseed provides you with a recommendation to take a step or action in connection with your Account or Plan and you do not do so, Haseed shall not be responsible for the consequences of your failure to do so.

7.5 Haseed, in its sole discretion, may refuse to act on an instruction given by you or an authorized representative of you, where:

7.5.1 it has reason to doubt the validity of the instruction;

7.5.2 the instruction is not capable of being carried out on the Haseed Platform;

7.5.3 the instruction is inconsistent with the Plan resulting in the need to reassess and potentially reissue the Plan.

7.6 Haseed will not be obliged to deal with any person to whom you may have disposed or otherwise assigned or transferred to or encumbered any funds, assets or other entitlements held in or under your Account.

7.7 Transaction statements, valuation reports and other summary reports on the Accounts and reports or investment commentary as Haseed may choose to provide, will be provided electronically to you by email to the address provided by you or via your dashboard.

7.8 All communications between you and Haseed must be in Arabic or English. By entering into this Agreement, you confirm that you can read and understand the Arabic and English languages. If you are in doubt as to the meaning of any clause in any document that we provide to you, please seek independent advice.

8. Delegation and use of third parties

8.1 Haseed may appoint any affiliate or person, delegate or agent of a third party to perform part or all of any of Haseed’s obligations under this Agreement, provided that in doing so Haseed’s responsibility to you for these obligations shall not be reduced.

8.2 In performing its obligations to you, Haseed may appoint or use the services of certain third- party service providers, including a) price, market or valuation information or assessment services and b) broking, dealing or registrar services. Haseed shall not be responsible or liable to you for the performance by these parties or their services provided Haseed has exercised reasonable care and diligence in their selection of the same.

9. Lending, borrowing and underwriting

9.1 Haseed will not a) commit you to supplementing the assets in your Account by borrowing cash or investments on your behalf and by committing you to a contract which may require you to supplement such assets; or b) enter into stock lending, stock borrowing, repurchase or reverse repurchase arrangements in relation to assets in your Account.

10. Valuations and Reporting

10.1 Statements showing the composition and value of your Account and ongoing transactions will be provided in your secure Account area on our Platform and your Interactive Brokers LLC account.

10.2 Haseed shall provide periodic statements and reports to you setting out transactions and the value and composition of the Account.

10.3 Valuation levels used in statements for the assets held in your Account shall reflect Haseed’s good faith effort to ascertain fair market levels for the assets based on pricing and valuation information that Haseed believes to be reliable and which may compromise and be based on valuation information provided by the Custodian. Variations in market conditions will mean that the prices shown in periodic statements and any other reports do not necessarily reflect realizable values.

11. Dealing and counterparties

11.1 In effecting transactions in your Account, Haseed will pass your instructions to Interactive Brokers LLC to buy and sell shares, initially based on your approval of the Plan and any further specific consents you may provide to Haseed.

11.2 All transactions will be affected in accordance with the rules and regulations of the relevant market or exchange, and that Haseed may take all such steps as may be required or permitted by such rules and regulations and/or by good market practice including, where appropriate, parting with possession of documents of title representing investments in the Account.

12. Potential conflicts of interest and disclosures

12.1 Haseed provides a number of services to a range of clients and there may be times when there is a conflict between Haseed interests and the duty owed to a client, or a conflict between the differing interests of two or more clients to whom in each case Haseed owes a duty. Haseed may affect transactions in which Haseed or another client of Haseed have, directly or indirectly, a material interest or a relationship of any description with another party, which involves or may involve a potential conflict with Haseed’s duty to you.

12.2 Haseed is required to have in place arrangements with a view to taking all reasonable steps to prevent such conflicts of interest constituting or giving rise to a material risk of damage to the interests of its clients. Haseed will ensure that such transactions are affected on terms which are not materially less favorable to you than if the conflict or potential conflict of interest had not existed. Haseed has a Conflicts of Interest Policy that sets out the types of actual or potential conflict of interest which affect our business and includes details of how these are managed. Haseed’s regulatory obligations in respect of conflicts of interest is set out in Schedule 3.

13. Fees and Charges

13.1 Fees payable for the services provided to you by Haseed are set out in Schedule 4. These fees are exclusive of any VAT or other similar taxes, which if payable will be payable by you.

13.2 Any sums due to Haseed or to any other person in respect of fees or otherwise pursuant to these investment terms (including any applicable VAT) may be withdrawn from the Account and you authorize the Custodian to make payment of fees to Haseed.

13.3 Haseed may amend Schedule 4 in its sole discretion and provide you 60 days prior notice of the changes.

14. Taxation

14.1 You remain responsible for the management of your affairs for tax and accounting purposes. Haseed shall not provide you with tax or accounting advice or services. Haseed shall have no responsibility to consider your tax status in providing the services under this Agreement.

14.2 You will promptly provide to Haseed all information or documents that are requested by any tax authority of Haseed in respect of you.

15. Liability

15.1 Haseed gives no assurance or guarantee that the value of investments in your Account will not go down or that the investment held in your Account will generate profits or income, or that any investment or savings goals you may have (even where you have notified us of them) will be achieved.

15.2 Your objectives, as stated in your Plan, are to be considered only as goals, and while Haseed will invest only in investments which, in its judgement, are suitable in accordance with the Plan, considering (among other things), your objectives. Haseed does not guarantee the results of any investment and will not be responsible in the event that some or all of such objectives are not realized.

15.3 Haseed shall not be liable for any error of judgement or any other loss suffered by you in connection with the services it provides to you under this Agreement (and in particular, but without limitation, Haseed shall not be liable for any loss which may be sustained in the purchase, holding or sale of any investments in accordance with those services) unless such loss arises from negligence, willful default, dishonesty or fraud by it or any of its employees. Haseed shall not be liable for any other losses suffered by you (which shall include loss of profits, income or capital, costs, expenses, claims or damages) including losses arising from:

15.3.1 negligence, willful default, fraud or insolvency of any other person;

15.3.2 Haseed carrying out or relying on instructions or on any information provided or made available to Haseed by you, the Custodian, any appointed representative or agent of yours or any person duly appointed by Haseed;

15.3.3 Market conditions or changes in market conditions; or

15.3.4 Any delayed receipt, non-receipt, loss or corruption of any information contained in email or for any breach of confidentiality resulting from email communication or any consequential loss arising from either of the foregoing.

15.4 Haseed shall not be liable for any consequential, special, indirect or speculative loss or damage, or loss of profits, loss of opportunity, goodwill or reputation suffered by you or any other person.

15.5 In particular, but without limitation, Haseed shall not be liable for any default of any counterparty, bank, sub-custodian, or any other entity which holds money, investments or other documents of title on behalf of you or with or through whom transactions are conducted for you. Haseed shall not be liable to you for any losses incurred by you as a result of the acts or omissions of the Custodian, save to the extent such losses are caused by Haseed’s negligence, willful default or dishonesty in complying with clause 9.1.

16. Complaints

16.1 Should you have a complaint, kindly submit your complaint in writing to: compliance@haseedinvest.com

16.2 We have procedures for handling your complaints fairly and promptly. Your complaint will be sent to the Compliance Officer and every reasonable endeavor will be made to resolve your complaint immediately.

16.3 If your complaint cannot be resolved within 24 hours, the Compliance Officer will acknowledge receipt of the complaint in writing as soon as possible and at the very least within 7 days of receipt.

16.4 If we cannot provide you with a final response within 7 days, we will write to you explaining the reasons and include an estimate of when you can expect to receive a response.

16.5 Should we consider that another regulated financial institution is entirely or partly responsible for the matter complained of, we may refer your complaint to that institution. In this instance, we will firstly inform you that another financial institution is entirely or partly to blame and will obtain your consent in writing to refer the complaint to the relevant institution.

16.6 We will continue to handle any part of the complaint that is not referred.

16.7 We will try to resolve your complaint as quickly as possible and to your complete satisfaction. If we are unable to satisfactorily address your complaint, you may be able to refer your complaint to the Capital Market Authority for independent assessment.

17. Termination & Account Suspension

17.1 You may close your Account (and so terminate this Agreement) and redeem your invested funds at any time by instructing us to do so through the functions on the Platform.

17.2 Haseed may terminate this Agreement and close your Account on 30 days’ written notice to you, by providing you with written notice which may be communicated by electronic mail.

17.3 This Agreement may be terminated immediately on written notice by either of us, which may be communicated by electronic mail, if the other commits a material breach of this Agreement and if capable of remedy shall not have remedied the same within 30 days after service of notice requiring it to be remedied.

17.4 Haseed may suspend access to your Account without notice to you if:

17.4.1 we have reason to suspect fraud or that the security of the Account has otherwise been breached;

17.4.2 we have reason to suspect that the Account is being used in a way that is contrary to financial services and markets regulations, for market abuse, or for the furtherance of a financial crime including money laundering;

17.4.3 you fail to provide us with information that in our reasonable opinion we need to satisfy our obligations under rules and regulations, whether relating to the prevention of financial crime or otherwise;

17.4.4 we have reason to suspect that the Account is being used in a way that is contrary to sanctions related rules or regulations.

17.5 To the extent that we are permitted to do so by law and regulation, we will contact you on the suspension of your Account promptly and seek to satisfactorily resolve the issue and will remove the suspension when we do so. We may be prohibited by law from contacting you or discussing details with you.

Upon termination instruction, Haseed will arrange to sell any investments made on your behalf but will not be responsible for any market loss that you may incur as a result.

18. Consequences of Termination

19.1. All outstanding transactions at the time of Account closure will be settled and the investments in your Account sold, with the funds and proceeds in your Account remitted to your designated current account.

19.2. Any termination shall be without prejudice to the rights and liabilities of either party in respect of transactions already initiated or to services already provided.

19. Inurement and Estate

In the event of your death, disability or physical or mental incompetence, there will be no automatic termination or change to this Agreement. Your respective successors, executor, administrators, or guardians or controllers acting on your behalf, should contact us to determine the appropriate procedure for the ongoing administration or as appropriate closure of your Account.

20. Confidentiality

21.1 Both Haseed and you will at all times keep confidential information acquired in consequence of this Agreement, except for information which they are bound to disclose under compulsion of law, or by request of regulatory agencies or to their professional advisers.

21.2 Haseed is not obliged either to disclose to you, or, in taking any action in connection with the arrangement of the Account, to take into consideration information: a) where the disclosure of it to you would be a breach of duty or confidence to any other relevant person; or b) which comes to the notice of an employee, officer or agent of Haseed but does not come to the actual notice of the individual managing the Account or taking the relevant action.

21. Data Protection

22.1 Haseed may collect, use and store the personal information, which you provide from time to time including Personal Data and Sensitive Personal Data within the meaning given to the terms in the Saudi Data Protection Law. Personal Data may include information provided for the purpose of compliance with anti-money laundering regulations and information deriving from transactions that Haseed carries out on your behalf.

22.2 You consent to us using and holding your Personal Data in accordance with our Privacy Policy.

22.3 In particular, Haseed may use the Personal Data that it collects: a) to process and implement the Plan and open your Account and enable related trading arrangements; b) to supply the services; c) to meet Haseed’s obligations under Capital Market Authority rules and other applicable law; d) for client service, analysis and market research purposes; e) to undertake credit and reference checks and/or to recover a debt or for the purposes of legal proceedings; and/or f) for general account administration purposes.

22.4 You agree that Haseed may share your Personal Data in the following circumstances: a) where Haseed uses your Personal Data to assess your eligibility for the services and to verify your identity; b) Haseed may share Personal Data with its affiliates and with third parties who may administer and operate the Account from time to time. Haseed will always take appropriate measures and meet its legal obligations to ensure that any Personal Data transferred to such third parties is kept securely; c) on an assignment of the obligation and rights under this Agreement, or if Haseed restructures its business or the whole or any part of its business is sold then Haseed may transfer your information to the relevant third party provided this is in line with statutory data protection requirements; and d) Haseed may share your Personal Data with Saudi Arabia and overseas law enforcement agencies or regulatory authorities and other relevant bodies for crime prevention purposes.

22.5 Haseed will retain copy records for a period stipulated by us in accordance with Capital Market Authority rules and other applicable law from the date of termination of your Agreement. Haseed may scan and retain all hard copy documentation including Personal Information within our data storage system indefinitely. Retained data may be archived off-site and can usually be retrieved within three working days. Haseed may seek to recover reasonable expenses for retrieval of any data after the termination date.

22. Force Majeure

In the event of any failure or delay in performance of Haseed’s obligations under this Agreement resulting from acts or circumstances not reasonably within Haseed’s control, including, but not limited to acts or regulations of any governmental bodies or authorities or securities exchanges, a custodian refusing to act on Haseed’s instructions or the breakdown, failure or malfunction of any telecommunications or computer service, except for Haseed’s own systems. Haseed shall have no liability for any loss or change in the value of the assets in the Account or any opportunity lost incurred as a result of above failure or delay.

23. Joint Accounts

23.1 Where two or more persons enter into this Agreement as joint holders (otherwise than joint trustees), the liability and obligations of each joint holder pursuant to this Agreement shall be joint and several: any one joint holder alone is thereby liable in full for any sums owing in the joint account.

23.2 Where joint holders enter into this Agreement they agree that it is their express intention to create an account as joint tenants with the effect that on the death of either or any joint holder, the entire interest in the Account shall be vested in the surviving joint holder(s) on the same terms as set out in this Agreement.

24. Anti-Money Laundering

The anti-money laundering regulations require us to verify your igdentity, to gather information as to the purpose and nature of the business which we conduct on your behalf, and to ensure that the information we hold is up-to-date. We use electronic identity verification systems, at the beginning and throughout our relationship with you. This means your personal information will be shared with third parties, i.e. the relevant agencies who operate the identity verification systems. In addition, we will verify the validity of your bank account information and this will involve us sharing your personal and financial information with third party for verification purpose. Their services compare your data against politically exposed person (PEP) databases, sanction lists, and media reports. Please note that we cannot provide our services to you until you have passed our money laundering checks.

25. Amendments and Assignments

25.1 Haseed may amend this Agreement on 30 days’ written notice of the changes to you, which may be given by electronic mail. If you do not close your Account prior to the date on which you are notified that the changes will come into effect, you will be deemed to have agreed to the changes and they shall apply to your Account from the point.

25.2 This Agreement shall not be assignable by you without the express written consent of Haseed.

25.3 Haseed may on 30 day’s prior written notice (which may be via email to the email address provided to Haseed by you), assign its rights and/or obligations under this Agreement to a third party selected by Haseed, including by way of merger, consolidation or the acquisition of all or substantially all of Haseed’s business and assets relating to this Agreement, provided that; (i) doing so shall not adversely affect your rights or obligations under this Agreement; and (ii) the assignee is to Haseed’s reasonable satisfaction able to provide an equivalent level of service and regulatory and commercial assurance.

25.4 No failure on the part of any party to exercise, and no delay in exercising, any right or remedy under this Agreement will operate as a waiver thereof nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

25.5 In the event any provision of this Agreement is adjudicated to be void, illegal, invalid, or unenforceable, the remaining terms and provisions of this Agreement shall not be affected, and each of such remaining terms and provisions shall be valid and enforceable to the fullest extent permitted by law.

25.6 A person who is not a party to this Agreement has no rights to enforce any term.

25.7 This Agreement, the Schedules and any other documents annexed to or incorporated by reference are to be construed as one document constituting the agreement of the parties as to the subject matter of this Agreement.

25.8 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

25.9 You and Haseed agree that neither party will have any remedy in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

26. Governing Law

26.1 These Terms and Conditions shall form a legally binding contract between the Haseed and You. Your online acceptance deemed a consent to these Terms and Conditions. These terms and Conditions shall be governed by the laws and regulations applicable in Saudi Arabia. Haseed and you will seek to resolve amicably any dispute arising out of or in connection with these Terms and Conditions and the matters contemplated herein. In the event that a dispute cannot be settled amicably, it may be referred by either party to the Capital Market Authority.

26.2 However, we reserve the right to take legal action against you before the courts of the country in which you are resident or before any other competent authority.

SCHEDULE 1
Plan

The plan, presented on the Platform during the summary of the terms & conditions, can also be found by logging in to your Haseed dashboard on the Platform.

The following is a summary of some of the risks of investing. Please note that this list is not exhaustive, and has been provided as an indication of the factors that can affect the value of your investments.

SCHEDULE 2
Risk Warnings

1. General Risk: The value of your investments can go down as well as up and positive returns of both capital and income are not guaranteed. Past performance is not a reliable guide to future performance.

2. Equity Risk: Company equity (also called company shares) has the following specific risks:

  • Investors in equity securities may be exposed to a high level of risk because the prices of equity securities can rise and fall significantly in a short period of time. This could arise due to the fortunes of the companies that issue them or with general stock market or economic conditions.

  • Dividend growth is not guaranteed, nor are companies obliged to pay a dividend to you as an investor
  • Companies may go insolvent rendering the shares you hold valueless;
  • The market for equity may decline in value;
  • The company’s earnings and financial markets generally may be volatile; and
  • For smaller companies, shares may not obtain their full value on sale if there is Difficulty finding a buyer for those shares.

3.Bond and Fixed Income Instrument Risk:

  • the price of bonds can go down as well as up, for example the price of bonds tends to fall when interest rates rise;
  • if the proceeds from holding bonds are reinvested in bonds, the new bonds may not provide as large an investment return as the previous bond;
  • the interest or profit rate provided by bonds can be fixed, in which case you may receive a return that does not keep up with inflation;
  • if the provider of the bond becomes insolvent or otherwise unable to pay its debts, then the bond may become valueless; and
  • there is the risk, if selling a bond back into the marketplace, that there is difficulty finding someone willing to buy it, lowering the value of the bond.

4. Exchange Traded Fund Risk: Funds are securities that closely resemble index funds, but can be bought and sold like common stocks:

4.1. a fund may fail to accurately track the market segment or index that underlies its investment objective, for example because the portfolio is not rebalanced often enough to keep up with changes in the index (possibly due to costs associated with trading), or because the fund may use sampling methodology rather than replicating the entire portfolio of the index;

4.2. the value of the fund is exposed to the volatility of the market which the fund tracks. In unfavorable market conditions (e.g. market correction or economic crisis) where the general level of stock, bond, or commodity prices decline, the value of funds will decline accordingly.

4.3. a fund may not be “actively” managed. Such funds would not necessarily sell a security because the security’s issuer was in financial trouble, unless the security is removed from the applicable index being replicated. Nor will the fund increase exposure to positions that it anticipates increasing in value. As a result, the performance of a fund may be lower than the performance of an actively managed fund;

4.4. some funds employ leverage, which can magnify the risk of the underlying market segment or index;

4.5. if the fund does not physically hold the assets but replicates the performance of the index using swaps, futures or options, there is a risk that the counterparty could default which could result in a loss to the value of the fund;

4.6. the market price of a fund’s units may trade at a discount to its net asset value;

4.7. an active trading market for a fund’s units may not develop or be maintained; and

4.8. there is no assurance that the requirements of the exchange necessary to maintain the listing of a fund will continue to be met or remain unchanged.

5. Credit Risk: A fixed income security, like a bond, is essentially a promise to pay interest and repay a specified amount at a later time. The probability that the issuer of the fixed income security will fail to honour that promise is called credit risk. Credit rating agencies give investors an idea of how much of a credit risk an issuer represents. If a company or government has a high credit rating, the credit risk tends to be low. A lower credit rating means more credit risk.

6. Interest Rate Risk: A change in general interest rates is one of the biggest factors affecting fixed- income securities. A bond for example, pays interest based on the level of interest rates prevailing when the bond is issued. Generally, if interest rates fall, the values of the bond rise. This is because the interest rate on the existing bond will be higher than the rate on newer bonds. On the other hand, when general interest rates rise, the price of existing bonds is expected to drop because they pay less than newer bonds.

7. Inflation Risk: This is the risk of decline in the purchasing power of your savings due to a general rise in prices.

8. Foreign Currency Risk: Investing in securities that are priced in foreign currencies involves foreign currency risk. Securities that are priced in foreign currencies can lose value when the US dollar rises against the foreign currency. As well, foreign governments may impose currency exchange restrictions, which could limit the ability to buy and sell certain foreign investments and could reduce the value of the foreign securities that are held by investors.

9. Foreign Market Risk: Foreign investments involve additional risks because foreign financial markets (e.g. outside of the United States of America or United Kingdom) may be less liquid and companies may be less regulated and have lower standards of accounting and financial reporting. In some countries, an established stock market and legal system that adequately protects the rights of investors may be lacking. Foreign investments can also be affected by social, political, or economic instability. Foreign governments may impose investment restrictions.

10. Liquidity Risk: Liquidity refers to the speed and ease with which an asset can be sold and converted into cash. Most securities can be sold easily and at a fair price. In highly volatile markets, certain securities may become less liquid, which means they cannot be sold as quickly or easily. Some securities may be illiquid because of legal restrictions, the nature of the investment, or certain other features such as guarantees, or a lack of buyers interested in the particular security or market. Difficulty in selling securities may result in a loss or reduced return for a Client.

11. Emerging Market Risk: Investments in emerging markets: have, in addition to the risks involved in investing overseas, significant political, regulatory and economic risks. These may differ in kind and degree from the risks presented by investments in the world’s major markets. These investments have a greater risk of a sudden fall in value, for example if there is difficulty selling them, or as a result of governmental interference.

12. Your investments through Haseed will be held in your account with the Custodian/Broker outside the Kingdom of Saudi Arabia. There may be different settlement, legal and regulatory requirements in the jurisdiction where your assets are held than those which apply in the Kingdom, in particular in relation to the segregation of client assets.

SCHEDULE 3
Conflicts of Interest

Introduction and Haseed’s regulatory obligations

1. A conflict of interest arises when the interests of Haseed (including its managers, employees or and appointed representatives) or another client conflict with the interests of its clients to whom Haseed provides advisory and arranging services.

2. The Capital Market Authority Rules require Haseed to manage conflicts of interest fairly, both between itself and its customers and between a customer and another client. These requirements include:

2.1. Identification of conflicts: Haseed is required to take all reasonable steps to identify conflicts of interest between itself and its clients, and between a client and another customer, whose existence may entail a material risk of damage to the interest of that customer;

2.2. Managing conflicts: Haseed is required to maintain and operate effective organizational and administrative arrangements with a view to taking all reasonable steps to prevent a conflict of interest from constituting or giving rise to a material risk of damage to the interest of its clients;

2.3. Record of conflicts: Haseed is required to keep and maintain a record of the kinds of service or activity carried out by the firm in which a conflict of interest that entails a material risk of damage to the interest of its clients has arisen or may arise;

2.4. Disclosure of conflicts: Before providing services to a client, Haseed is required to disclose to clients on a durable medium the nature and source of any conflict of interest that risks damage to the interest of the client and which are not avoided by Haseed’s organizational and administrative arrangements;

2.5. Conflicts Policy: Haseed is required to establish, implement and maintain a conflict of interest policy.

SCHEDULE 4
Advisory Fee

Haseed specifies the annual fee rate it charges a Client (the “Advisory Fee”) and posts the current Advisory Fee terms at www.haseedinvest.com . Haseed has the right to waive the Advisory Fee for certain Clients, during their initial period of using Haseed’s services, and this will be indicated in the dashboard for those Clients. The standard Advisory Fee is 1.00% per annum which is calculated on a daily basis, based on the number of Business Days in each year, and is invoiced to, and paid from, the Account monthly as follows:

The Advisory Fee is based on the Client's daily NAV for the prior month. The Advisory Fee is calculated for each Business Day, the total of which is the amount payable for that month. The Advisory Fee is always based on the prior period (previous month) and only considers this period, it is not an ongoing accrual. The formula to calculate the daily fee amount is as follows: 1.00% * NAV/ 252 = Daily Fee

The Daily Fee for each day is summed to determine the total amount that is invoiced to the Client for that month and then debited from the Account.

Note, in addition to the advisory fee, there may be other fees associated with using the services of Haseed. These may include, but are not limited to, fund management fees, fund transfer fees and foreign exchange fees (collectively “Other Fees”). These Other Fees are not paid to Haseed, even if charged by Haseed, and instead go to other parties such as managers of the exchange traded funds or financial institutions involved in the transfer of funds.

Conflict of Interest & Fiduciary Duties

Haseed Investment Company and its affiliates (“Haseed”)

Haseed has a fiduciary obligation to act in the best interest of its customers at all times. Haseed must ensure that it safeguards at all times the interests of its customer, and that no conflict of interest between its interest and the interest of it customer affects the transactions or the services that Haseed carries out for its customer.

This means that Haseed shall avoid situations that might create any actual or potential conflict between Haseed’s personal interest and the interest of customers. A conflict of interest exists where Haseed is in a position to take an action that is, or may reasonably appear to be, influenced by consideration other than the best interests of customers, whether or not Haseed stands to make a personal or financial benefit.

The Haseed Code of Conduct and Personal Account Dealing policy requires employees to disclose any matter that could give rise to an actual, perceived or potential conflict of interest. It is not possible to list all situations, from which a potential conflict could arise. However, there are certain situations where conflicts more typically arises (listed below). Employees are required to exercise sound judgment and ensure that potential conflict of interests are disclosed appropriately.

Situations where conflict typically arises:

  • Gifts and hospitality
  • Buying or selling corporate securities (including stocks, shares or other types of traded securities)
  • Financial interests in counterparties

Where Haseed has an actual or a potential conflict of interest in relation to a transaction it shall disclose that conflict of interest to the customer in writing. Haseed is not required to disclose a conflict of interest if this information would constitute provision of inside information. In that instance Haseed shall take reasonable steps to ensure fair treatment for the customer.

If there is a conflict between an interest of Haseed and an interest of the customer in any transaction, Haseed must pay to the customer the value of any loss incurred by the customer as a result of the conflict unless:

  • Haseed has disclosed the conflict of interest to the customer in accordance with this Policy; and
  • the customer has agreed in writing that Haseed can proceed notwithstanding the conflict.

Additionally, Haseed and its employees have the following fiduciary duties in attrition to complying with conflict of interest policies and regulations:

  • Loyalty: Haseed must act in all cases in good faith and in the interests of the customer.
  • No secret profits: Haseed must not use the customer’s property, information or opportunities for its own or anyone else’s benefit unless Haseed makes full disclosure of such usage to the customer and obtains his consent.
  • Care, skill and diligence: Haseed owes the customer a duty to exercise the care, skill and diligence which would be exercised in the same circumstance by a person having both:
    • the knowledge and experience that may reasonably be expected of a person in the same position as Haseed; and
    • the knowledge and experience which Haseed has