Terms and Conditions

Agreement Acceptance

This Agreement becomes legally binding when the Client completes any of the following actions: (1) signing this Agreement (electronically or in writing); (2) providing electronic consent to these Terms via the Miza app or other approved electronic means; or (3) transferring the first deposit into the Client’s investment account with Miza. Upon the occurrence of any of the foregoing, these Terms and Conditions constitute a legally binding agreement governing the relationship between the parties. If the Client does not agree to these Terms, they must refrain from using the application or services.

Definitions

For purposes of these Terms, the following terms have the meanings set forth below:

• “Company”: Refers to Miza Capital, including its affiliates, successors, and assigns.
• “Client”: The individual or entity who uses the Miza application or opens an investment account with the Company.
• “Investment Account”: The investment account established by the Client with Miza for the purpose of carrying out investment services. Each Client is provided a unique virtual account number (IBAN) linked to their account at the local custodian bank.
• “Local Custodian”: The local bank designated to hold Clients’ cash funds and provide virtual bank accounts for each Client’s deposits and withdrawals.
• “International Custodian”: The international platform or custodian (such as AllFunds) that holds custody of clients’ investment assets (e.g., fund units) globally on behalf of the Company and its Clients.
• “Model Portfolio”: A predetermined portfolio of investments (such as mutual funds or ETFs) constructed according to a specific strategy or risk level.
• “Risk Profile”: The risk tolerance category of the Client (e.g., conservative, balanced, aggressive), as determined through the Client’s risk assessment questionnaire.
• **“Platform” or **“Application”****: The Miza electronic application (and website, if applicable) that the Company provides for Clients to manage their accounts and perform transactions.

Client Eligibility and Registration

The Client represents and warrants that they have full legal capacity to contract and invest (and if the Client is an individual, that they are at least 18 years old). Miza’s services are primarily intended for Saudi Arabian citizens and residents who hold a valid national ID or residency permit. The Client’s identity will be verified through integration with the national “Nafath” platform to ensure a secure and seamless authentication. The Client must provide true, accurate, and complete information during the Know-Your-Customer (KYC) process, including all required personal and financial details. The Client agrees to promptly update their information periodically and whenever changes occur, and shall provide any updated documents as required by law or the Company’s policies (such as renewing identification or contact information). The Company reserves the right to reject or cancel any registration, or restrict access to the service, if the Client is found to be ineligible, non-compliant with account opening requirements, or if any information provided is discovered to be false, inaccurate, or not up-to-date.

Services Provided

The Company provides investment services including: (1) Advisory Services – whereby the Client may receive general investment recommendations or guidance suitable to the Client’s profile; (2) Investment Management Services – whereby the Company manages the Client’s funds by investing in a model portfolio aligned with the Client’s risk profile on a discretionary basis (without needing prior approval for each trade) under a separate “Discretionary Portfolio Management Agreement”; and (3) Arranging Services – which may include facilitating the Client’s subscription to investment funds or financial products through designated platforms and custodian accounts. All services are subject to applicable laws and regulations, including CMA rules. The Company does not provide banking services (such as deposit-taking or lending) and does not engage in cryptocurrencies or unregulated tokenized securities. The Client acknowledges that the Company does not operate any proprietary investment funds or real estate funds; instead, it provides model portfolio management services only (i.e. the Client’s money is invested in diversified portfolios of assets, and not in a standalone fund run by Miza).

Use of the Electronic Platform

The Client must use the Miza application and electronic platform only for its intended purposes and in accordance with these Terms and all applicable laws. The Client shall maintain the confidentiality of their login credentials (username, password, or any other secure access method) and shall not share them with any third party. The Client is responsible for all activities conducted through their account on the platform and assumes liability for any consequences arising from failure to keep access credentials confidential. If any unauthorized use of the account is suspected, the Client must notify the Company immediately. The Client agrees to receive notices and communications from the Company electronically, through the app interface, email, or SMS as appropriate. The Client also agrees that electronic records and communications via the platform are deemed legally binding evidence with respect to transactions and instructions. The Client shall not misuse the platform in any manner, including (but not limited to) attempting to interfere with the platform’s functionality or security, deploying malicious software, or engaging in any act that imposes an undue burden or harm to the platform’s infrastructure. The Company reserves the right to terminate or restrict the Client’s access to the platform in the event of a breach of these Terms or for any security reasons.

Account Management and Client Funds

An investment account is opened for each Client once the necessary KYC information is provided and the Company approves the account opening request. The Client’s deposited cash funds will be held with the designated Local Custodian (approved local bank) in a bank account (or accounts) specifically for client money, segregated from the Company’s own funds. This account may commingle funds of multiple clients with each Client’s balance tracked separately (via virtual accounts), and the account is clearly titled to indicate it holds client money. The Company will ensure that any funds deposited by the Client are transferred to the custodian bank account without delay and no later than the next business day after receipt. Fund transfers to third parties from the Client’s account are not permitted except under exceptional circumstances and in accordance with the law; i.e., any withdrawal from the investment account must be returned to the Client’s own bank account on record, in compliance with anti-money laundering regulations. Client funds may be used to settle obligations of another client within a pooled account framework (for example, for aggregated trading transactions), provided that no client is adversely affected and as allowed by regulations. The Client agrees that no interest will be paid on cash balances, and in the event that any interest, profit, or commissions accrue on client funds held with the custodian, the Company is entitled to retain such amounts for its own use unless agreed otherwise in writing. Ownership of the cash and investment assets in the investment account remains with the Client, and the Company manages them on the Client’s behalf. The Company represents that it will exercise reasonable care in selecting and monitoring the custodians (both local and international), and it will not be liable for any default or failure by a custodian unless it is proven that the Company acted in bad faith or with gross negligence. The Company is also committed to protecting client assets in accordance with applicable client asset protection rules, including segregating client funds from its own, and exercising due diligence to ensure the safety of the Client’s assets and that they are used only for the purposes of executing the Client’s investments or settling the Client’s investment transactions.

Fees and Taxes

The Client agrees to pay any fees or commissions disclosed for the services provided by the Company. Such fees may include – but are not limited to – portfolio management fees, subscription/redemption fees for investment funds, or other charges as set out in the Company’s Fee Schedule. Any applicable fees will be debited directly from the Client’s investment account (for example, management fees may be deducted periodically from the cash balance or from the portfolio returns). In the event of any taxes or government levies (such as Value Added Tax or other applicable taxes) imposed on the services or on any investment returns, the Client shall bear such taxes in accordance with prevailing laws. All fees are denominated in Saudi Riyals unless stated otherwise, and the Company may change its fees from time to time, provided that the Client is notified in accordance with regulatory requirements before any changes take effect. If the Company incurs any expenses or charges (for example, legal or court fees due to a dispute related to the Client’s account, or sub-custodian fees), the Company shall have the right to deduct those expenses from the Client’s account, unless prohibited by law. The Company also reserves the right to set off any unpaid fees from any amounts payable or due to the Client’s account.

Client Obligations and Undertakings

The Client undertakes and agrees to the following:

• Accuracy of Information: The Client affirms that all data and information provided to the Company, whether during registration or throughout the ongoing relationship, is true, accurate, and complete, and the Client will update it whenever necessary. If the Company finds otherwise, it has the right to suspend or freeze the Client’s investment account until the information is corrected.
• Legitimate Source of Funds: The Client guarantees that all funds deposited into their investment account with the Company are from legitimate sources and result from lawful activities, and that the Client is the ultimate beneficial owner of the account. The Client commits to abiding by all applicable anti-money laundering and anti-terrorism financing laws in the Kingdom, including disclosing the true source of funds if requested. The Client shall not use the account for any unlawful purpose or to conceal or transfer illicit funds.
• Regulatory Compliance: The Client will comply with the Capital Market Law and its Implementing Regulations and all related laws of Saudi Arabia, including – but not limited to – anti-money laundering and anti-terrorism financing rules, CMA regulations, and any other applicable legal requirements.
• Personal Use: The Client acknowledges that the investment account is for their personal use (or the use of the entity they represent, if a corporate account) only, and will not permit any unauthorized person (or anyone not officially authorized in case of joint or corporate accounts) to use the account or access the platform.
• Additional Representations: The Client represents that they are not among the persons disqualified by law from dealing in securities (such as certain government insiders with trading restrictions, etc.), or that they have obtained any necessary approvals if any legal restrictions apply to them. The Client also represents that they are not opening the account on behalf of an undisclosed third party.
• Acknowledgment of Risks: The Client understands the risks associated with investing in securities in general, and with the investment portfolios offered by the Company in particular, and acknowledges that they have the financial ability and sufficient knowledge to assume such risks. The Client understands that the value of investments may fluctuate, that they could lose a portion or all of their capital, and that past performance is not a guarantee of future results.
• Disclosure of U.S. Status (if applicable): The Client undertakes to inform the Company if they are a U.S. citizen or otherwise subject to any tax status that requires special disclosure (under FATCA, CRS, or similar regulations) and to provide the required documentation to the Company, if applicable.

Limitation of Liability and Disclaimers

The Miza application and services are provided “as is” and “as available,” without any express or implied warranties by the Company as to the accuracy of information, performance of the platform, or achievement of any specific investment returns. The Company’s team endeavors to ensure the platform’s accuracy and security, but it does not guarantee it is free of errors or interruptions. The Client acknowledges that their investments carry risk, and neither the Company nor its employees or agents will be liable for any losses or damages the Client may incur due to market fluctuations, decrease in investment value, or any other causes beyond the Company’s control. The Company is not liable for any loss or damage resulting from executing the Client’s instructions that are incorrect or from relying on outdated or inaccurate information provided by the Client. Likewise, the Company assumes no liability for any delay, default, or failure by any third party involved in delivering the services, such as custodians, brokers, or fund managers, provided the Company has exercised reasonable care in their selection and supervision. In no event shall the Company be liable to the Client for any indirect, consequential, special, or punitive losses (including loss of opportunity or loss of profit) arising out of this relationship or the services rendered. The Company’s total aggregate liability (if any) to the Client for any direct claims or losses shall not exceed the total fees paid by the Client to the Company in the twelve months preceding the claim. This limitation of liability shall not apply to any case where it is established that the loss resulted from the Company’s gross negligence or willful misconduct; in such event, the Company’s liability will be determined in accordance with applicable law.

Confidentiality and Privacy

The Company respects the confidentiality and privacy of the Client’s information. The Company is committed to taking all reasonable measures to keep the Client’s personal and financial information confidential and to protect it from unauthorized access. The Company’s processing of the Client’s data is subject to its Privacy Policy (outlined below), which explains how data is collected, used, protected, and the Client’s rights regarding their data. The Company will not disclose the Client’s information to any third party except in the following cases: (1) if disclosure is required by law, regulation, or pursuant to a request by competent regulatory or judicial authorities; (2) if disclosure is necessary for the performance of the service (such as sharing certain data with the local custodian bank, the international custodian, or technology service providers) to the extent necessary and in accordance with applicable safeguards; (3) if the Client has given explicit consent to such disclosure. The Client agrees to the Privacy Policy and acknowledges that they have been informed that their data may be stored and processed on secure servers within the Kingdom of Saudi Arabia (e.g., Google Cloud data centers in Riyadh or Dammam) in compliance with the Personal Data Protection Law, which mandates local data storage. The Company will treat the Client’s information with the utmost confidentiality and will use it only for the purposes described in the Privacy Policy and in connection with providing and improving the services.

Term and Termination

These Terms and Conditions shall remain in effect from the date of acceptance by the Client and shall continue for as long as the Client uses the Miza platform or otherwise maintains a relationship with the Company. The Client may terminate this Agreement and close their investment account at any time by notifying the Company of their desire to terminate (through the app or in writing), provided that all outstanding amounts and investments in the account are settled (this may require the Company to liquidate existing investment assets and transfer the cash proceeds to the Client’s registered bank account). The Company also has the right to terminate or suspend this Agreement or close the Client’s account at any time by giving the Client reasonable written notice, in circumstances including (but not limited to): the Client’s breach of any terms herein or in other agreements; or if the Company determines – in its discretion – that continuing the relationship could subject it or the Client to regulatory or legal risk; or pursuant to a directive from regulatory authorities. In the event of termination, the Client remains responsible for any financial obligations already incurred (such as unpaid fees or taxes), and certain provisions that by their nature should survive (such as confidentiality, disclaimers, and liability limitations) shall remain in effect even after termination of this Agreement. Termination of these Terms does not automatically terminate any separate agreements between the parties (such as the Portfolio Management Agreement), which must be terminated separately in accordance with their terms, unless they are expressly terminated concurrently as part of ending the Client’s relationship with the Company in accordance with regulations.

Governing Law and Dispute Resolution

These Terms and Conditions (and any disputes or claims arising out of or relating to them) are governed by and construed in accordance with the laws of the Kingdom of Saudi Arabia. Any dispute between the Company and the Client relating to this Agreement or its performance shall be resolved, to the extent possible, amicably through negotiation. If an amicable resolution cannot be reached, the competent judicial authorities or committees in Saudi Arabia shall have jurisdiction to settle the dispute. For disputes related to securities or services under the purview of the Capital Market Authority, the Client may refer their complaint to the Committee for the Resolution of Securities Disputes (CRSD), if applicable, or any other authority as provided by law. These Terms have been prepared in both Arabic and English; in the event of any conflict in interpretation between the Arabic text and the English text, the Arabic text shall prevail and be the binding authoritative version.