Account Opening Agreement

Purpose of the Agreement

The purpose of this Agreement is to set forth the terms and conditions under which the Company will open and maintain an investment account in the name of the Client, enabling the Client to utilize the investment services provided by the Company, whether investment advisory, discretionary portfolio management, or arranging services. This includes governing the legal relationship between the parties with respect to the Client’s funds held with the local custodian, the Client’s investments through the international custodian, the mechanisms of subscription and redemption, the applicable fees, and the rights and obligations of each party. This Agreement, together with the General Terms and Conditions and the Discretionary Portfolio Management Agreement (if executed) and any other documents or agreements signed between the parties, constitutes the legal framework governing the relationship between the Company and the Client in connection with the investment services provided.

Account Opening and KYC Requirements

The Client acknowledges that they have provided the Company with all information and documents required to open the investment account in accordance with the approved Know- Your-Customer (KYC) forms and procedures. This includes (without limitation) completing the electronic application via the app, completing the identity verification process through the National Unified Access (Nafath) system, and providing any identification documents or financial information requested by the Company or required by law. The Company reserves the right to request any additional information or documentation it deems necessary to verify the Client’s identity or to understand the Client’s financial and investment profile, whether at the time of account opening or on an ongoing basis. The Client agrees that the Company may rely on the information in the government “Absher/Nafath” system to verify the Client’s identity and personal details, and the Client also agrees to provide any further information required by regulatory authorities (such as the National Address or updated KYC details) within a specified time frame. If the Client fails to provide the requested information or updates within the allotted time, the Company has the right to temporarily freeze the Client’s investment account or refuse to open the account (or close it, if already opened) until such requirements are fulfilled. Furthermore, the Client guarantees that the person performing the registration and account opening process (in the case of an entity, the Client’s representative) is legally authorized to do so on the Client’s behalf.

Virtual IBAN and Deposits

Upon completing the account opening, a unique virtual bank account number (IBAN) will be assigned to the Client at the local custodian bank contracted with the Company. This virtual account is designated solely to facilitate deposits to and withdrawals from the Client’s investment account. The Client must transfer funds to the investment account from a local bank account in the Client’s own name (or in the entity’s name, for a corporate client). The Company will not accept cash deposits or transfers from accounts that are not owned by the Client, in compliance with anti-money laundering and anti-terrorism financing regulations. Once a deposit is received into the virtual account, it will be credited to the Client’s investment account balance and will become available for investment. The Company may notify the Client via the app or email to confirm receipt of any deposit. If the name of the remitter does not match the Client’s records, or if there are any suspicions regarding the deposit, the Company reserves the right to reject the funds and return them to the source after investigation, and may require the Client to provide supporting documents (such as proof of source of funds) before accepting the deposit.

Account Transactions (Subscriptions/Investments and Withdrawals)

The Client acknowledges that any funds deposited into the investment account will be invested according to the Client’s instructions or according to the Company’s discretionary management of the Client’s portfolio (under the Discretionary Portfolio Management Agreement, if in place). Upon receipt of deposits, if the Client is enrolled in a managed portfolio service, the Company will invest the funds in securities or funds consistent with the Client’s risk profile at the next available execution cycle. If the Client is utilizing arranging services to subscribe to a particular fund, the subscription will be carried out in accordance with the schedule and terms of that product. The Client has the right to request the withdrawal of any available (uninvested) cash balance from the account, or to request liquidation of part or all of their investments (subject to available liquidity and the terms of the invested funds). Withdrawal or redemption requests must be submitted through the Company’s electronic platform, and the Company will process them within the reasonable time frames required (taking into account any limitations related to business days or trade settlement periods). Withdrawn funds will only be transferred to the linked bank account (the Client’s own bank account) and will not be transferred to any other party. The Company may impose minimum or maximum amounts for subscriptions or withdrawals, or limits on the frequency of withdrawals over a time period; any such limits will be disclosed to the Client in advance through the Company’s policies, Fee Schedule, or published guidelines. The Client is responsible for monitoring their account balance and current investments, and can review their account statements and periodic reports via the app.

Authorizations and Powers

The Client hereby authorizes the Company to open and maintain the investment account in the Client’s name with the local custodian bank, and to take all necessary actions to receive funds deposited and credit them to that account for the purpose of investment. The Client also authorizes the Company (as applicable) to set up any sub-accounts or portfolios with the international custodian in the Client’s name or in the Company’s name for the benefit of the Client, as needed to carry out international investment transactions. The Client grants the Company full authority (revocable upon termination of this Agreement) to act on the Client’s behalf before relevant parties for the purpose of executing the Client’s instructions related to the investment account, including, for example: executing subscription, purchase, sale, or transfer orders with respect to securities or investment units; signing any necessary agreements with third parties (such as agreements to open sub-accounts on trading or custody platforms) on the Client’s behalf within the scope of the investment service provided; receiving any amounts resulting from dividends or proceeds of sale of investments and crediting them to the Client’s account; and any other actions necessary to provide the services under this Agreement. This authorization does not include the right to withdraw funds from the investment account to an external account except in favor of the Client and only pursuant to a withdrawal request made by the Client via the platform or a written instruction. Nor does it include authority to sign any documents that would commit the Client to additional financial obligations (such as loan or guarantee contracts) without the Client’s separate consent. The Client acknowledges that all transactions executed by the Company under the scope of this authorization shall be binding upon the Client as if the Client had executed them personally.

Company’s Obligations to the Client

The Company undertakes to perform its duties under this Agreement in good faith, with professional skill, and in accordance with relevant laws and regulations. This includes:

• Account Opening and Proper Administration: The Company will open the investment account in the Client’s name and maintain it in accordance with these terms, and will provide the Client with secure electronic access to their account.
• Protection of Client Funds and Assets: The Company will ensure the Client’s funds are segregated from its own funds and that the Client’s assets are held with licensed custodians. The Company will exercise due care to protect the Client’s interests in selecting and overseeing such custodians.
• Accurate Execution of Instructions: The Company will execute the Client’s investment or withdrawal instructions accurately and in a timely manner, unless such instructions are contrary to law or beyond the scope of this Agreement. If the Company receives instructions that are unclear or incomplete, it may seek clarification before execution and will not be liable for any reasonable delay resulting from seeking such clarification.
• Disclosure and Reporting: The Company will provide the Client with periodic reports on the account’s activity, including statements showing transactions, balances, and the value of investments on a regular basis (e.g., quarterly or as required by regulations). The Company also commits to inform the Client of any material matters affecting the account or investments, such as significant changes in terms or fees, or any default or significant issue related to underlying investments in the portfolio.
• Assistance with Inquiries: The Company will maintain customer service contact channels through which the Client can inquire about their account or request technical support or additional information. The Company will endeavor to respond to the Client’s inquiries and address any issues raised within a reasonable period.
• Compliance and Privacy: The Company will keep the Client’s information confidential and will not use or disclose it except as provided in this Agreement, the Privacy Policy, or as required by law. The Company will also adhere to all regulatory requirements (such as reporting any suspicious transactions to the authorities when applicable).
• Duty of Loyalty and Care: The Company is bound by a duty of loyalty and due care in its dealings with the Client and will always act in a manner that serves the Client’s best interests within the scope of the provided service. The Company shall not seek to gain an advantage for itself or others at the expense of the Client’s interests. In case of any conflict of interest, the Company will disclose it to the Client and will act in accordance with regulatory guidance and best market practices to manage or mitigate the conflict in the Client’s favor.

Client’s Representations and Warranties

The Client hereby represents and warrants the following:

• They have read, understood, and accepted all provisions of this Agreement and related documents, and their obligations hereunder are legal, valid, binding, and enforceable.
• There is no legal or contractual impediment preventing them from opening this investment account or utilizing the provided services (such as a court order freezing their assets or being listed on any international or local sanctions list). In the event any future restriction affects their eligibility to transact, they will promptly inform the Company.
• Any funds the Client will deposit into the account are not pledged or subject to claims by other parties, and if any third party has rights to the funds, the Client will disclose that to the Company in advance.
• The Client understands that the Company will receive, for its own benefit, returns on pooled client monies in custodian accounts (such as any bank interest or rebates) as stipulated in the general terms and conditions, and the Client consents to the same.
• If the Client is signing on behalf of another party (such as a company or as a guardian of a minor), the Client has full legal authority to execute this Agreement on that party’s behalf and will provide the Company with necessary documentation evidencing such authority (e.g., board resolutions or powers of attorney).
• The Client acknowledges that they have reviewed the Company’s General Terms and Conditions and Privacy Policy, understands them, and agrees to be bound by them as part of this Agreement. The Client also consents to any supplementary agreements executed (such as the Portfolio Management Agreement) and acknowledges that they collectively constitute interconnected obligations.
• The Client is aware that investing in securities can involve high risks, and they have assessed the suitability of such investments in light of their financial condition and objectives. All investment decisions to be made based on the advice or management provided by the Company are decisions the Client will be responsible for, with an understanding of their risks, and the Company has not given any guarantee of profits.
• The above representations and warranties are true as of the date of entering into this Agreement and will remain true throughout the duration of the relationship with the Company. The Client will notify the Company immediately if any of these representations becomes untrue or inaccurate.

Term and Termination of Agreement

This Agreement shall remain in effect from the date of its execution (or electronic acceptance by the Client) for an indefinite term until terminated in accordance with its provisions. The Client may request to terminate this Agreement and close their investment account at any time, provided that a written or electronic notice is given to the Company via the designated communication channels, and all outstanding amounts or investments in the account are settled. Prior to termination, the Client must provide instructions regarding the disposition of any existing investments (such as liquidating them and transferring cash to the Client’s bank account). The Company will carry out the termination request within a reasonable period, taking into account the need to liquidate assets and return funds. Conversely, the Company has the right to terminate or suspend this Agreement (including freezing the Client’s account) by giving prior written notice (e.g., 30 days in advance) in any of the following cases: (1) the Client’s breach of any term of this Agreement or related agreements, which breach is not remedied within any cure period specified by the Company; (2) any of the Client’s representations or warranties is found to be materially untrue; (3) a regulatory or judicial authority directs the closing of the account or termination of the relationship; (4) the Company determines, in its reasonable discretion, that continuing the relationship could result in a serious regulatory violation or an unacceptable risk for either party. In all cases of termination, the Company will settle the investment account and transfer any net funds due to the Client back to the Client’s registered bank account within a reasonable timeframe. Termination of this Agreement shall not affect any rights or obligations that have accrued prior to the termination date. Provisions regarding confidentiality, disclaimers, indemnification, and any other provisions which by their nature are intended to survive termination shall remain in effect after termination.

Governing Law and Regulatory Redress

This Agreement is governed by the laws of the Kingdom of Saudi Arabia and shall be interpreted and applied in accordance therewith. Any dispute or conflict arising between the parties in connection with this Agreement or its execution shall be resolved amicably to the extent possible. Failing an amicable resolution, the matter shall be referred to the competent judicial authorities in the Kingdom for resolution. The Client acknowledges that any complaint or claim arising from this Agreement related to securities activities may be submitted – if applicable – to the Committee for the Resolution of Securities Disputes (CRSD) or through the Capital Market Authority’s approved dispute resolution mechanism, without prejudice to either party’s right to resort to the competent courts. This Agreement has been executed in both Arabic and English, and in case of any discrepancy between the two versions, the Arabic text shall prevail in accordance with the governing law of Saudi Arabia.