Terms and conditions

1.1 Our Particulars: Baraka Financial Limited is authorised and regulated by the DFSA with firm reference number 4153 Baraka's principal place of business is Unit IH-00-01-10-OF-04, Level 10, Innovation Hub, DIFC, Dubai, UAE. We are required to conduct our business and dealings with you in accordance with the "DFSA Rules". You acknowledge and agree that this agreement is executed within the DIFC.

1.2 Communication between us: We may communicate in writing, including; email or other electronic means, or orally (including by telephone). The language of communication will be the English language, and you will receive documents and other information from us in the English language. If a document is translated into another language this will be for information purposes only and the English version will prevail at all times.

1.3 Our Website: Our Website at www.getbaraka.com contains further details about us and our services and other information, relevant to this Agreement and our Website. In the event of conflict between this Agreement and the Website, this Agreement will prevail.

1.4 Capacity: For the purpose of the DFSA Rules, we will treat you as a Retail Client when conducting business with you, and you will benefit from the regulatory protection afforded to that category of client protection under Applicable Regulations in relation to such business. For certain services, you may be treated as a Professional Client where permissible under applicable DFSA classification rules and will be notified of this status in writing. You, nevertheless, have the right to elect to be treated as a Retail Client, which must be communicated to Baraka in writing within [5] Business Days of receipt of notification from us of the intention to treat you as a Professional Client in relation to the relevant service. Where you are treated as a Professional Client, you will not benefit from the regulatory protections afforded to Retail Clients under the DFSA Rules.

1.5 Applicable Regulations: This Agreement and all Transactions are subject to Applicable Regulations so that: (i) if there is a conflict between this Agreement and any Applicable Regulations, the latter will prevail; (ii) nothing in this Agreement will exclude or restrict any obligation which we have to you under Applicable Regulations; (iii) we may take or omit to take any action we consider necessary to ensure compliance with any Applicable Regulations; (iv) all Applicable Regulations and whatever we do or fail to do in order to comply with them will be binding on you; and (v) such actions that we take or fail to take for the purpose of compliance with any Applicable Regulations will not render us or any of our directors, or officers, employees liable.

1.6 Execution Only Transactions: As discussed in further detail in clause 4, where you instruct us to execute an Execution-Only Transaction, you must make an independent decision as to whether or not to enter into the relevant Transaction with us and invest through the Baraka Platform subject to this Agreement. You acknowledge and agree that, in respect of such Execution-Only Transactions, we do not provide advice and/or recommendations and we will not advise on the merits or otherwise of your investment. The decision to invest is yours alone, and you are solely responsible for the effect any Transaction or collection of Transactions might have on your personal finances.

1.7 Conflicts of Interest: We are required to have arrangements in place to manage conflicts of interest between us and our clients and between different clients. We operate in accordance with a conflicts of interest policy which we have put in place for this purpose. A copy is found in Schedule 3. Any changes will be available at www.getbaraka.com.

1.8 Market Abuse: By entering into any Transactions you represent and warrant that: (i) you will act in accordance with any Applicable Regulations; (ii) you are not acting in any way which is intended to or may be considered to be "Market Abuse"; and (iii) you are not acting with the intention of contravening any other provision of the Applicable Regulations.

2.1 Commencement: You acknowledge and agree that: (i) you have not relied on or been induced to enter into this Agreement by a representation other than those expressly set out in this Agreement; (ii) Baraka shall not be responsible for providing the services set out in Schedule 1; (iii) you have read and understood the terms and conditions including but not limited to the relevant customer account agreement of the relevant Regulated Third Party Provider and any related risk disclosures, before opening an account with the Regulated Third Party Provider; and (iv) you understand that the management of your funds held with the Regulated Third Party Provider will be governed by the terms and conditions of the Regulated Third Party Provider.

2.2 Scope of this Agreement: This Agreement sets out the basis on which we provide services to you. Baraka provides a digital trading platform for the purposes of arranging investment deals with a Regulated Third Party Provider. Baraka may also provide investment management and advisory services. Subject to you meeting the relevant eligibility criteria, Baraka may also make available margin lending and options trading services via a Regulated Third Party Provider. During the course of your relationship with us, you represent and warrant to us that you: (i) are duly authorised to enter into this Agreement; (ii) are over the age of eighteen (18); (iii) have not previously been suspended or removed from the services; (iv) your registration and use of the services is in compliance with all Applicable Regulations; (v) may not authorise another user to use the services on your behalf; (vi) are the sole owner of the funds invested; and (vii) are not a United States Resident.

2.3 Processing of your subscription: The Baraka app is free to use. However, you may wish to make use of Baraka's subscription service where you may be provided with additional features. We will use reasonable endeavours to process your subscription promptly. We do not guarantee that your subscription will be activated by any specific time.

2.4 Unless specifically stated in any subscription offer, if you chose an auto-renew option for your subscription, you agree that at the end of the initial subscription period your subscription will automatically renew for the same subscription period at the then prevailing Subscription Fee.

2.5 Cancellation: You have a period of 60 days within which to cancel your subscription.

2.6 Account Opening: To enter into a Transaction or receive investment management or advisory services you must open accounts with Baraka and the Regulated Third Party Provider.

2.7 Regulated Third Party Provider: You acknowledge and agree that Baraka has entered into an agreement, or agreements, with Regulated Third Party Provider(s).

2.8 All money and securities are held by a Regulated Third Party Provider and all trades are executed by a Regulated Third Party Provider.

2.9 You acknowledge and agree that you will enter into a separate customer agreement with the Regulated Third Party Provider.

2.10 You acknowledge and agree that Baraka does not supervise the Regulated Third Party Provider and will not be responsible, and will not be liable, for any of the Regulated Third Party Provider's actions.

2.11 You understand that all orders for the purchase of securities given for your Baraka Account will be authorized and executed by a Regulated Third Party Provider.

3.1 Baraka will have the right to levy such fees and charges ("Fees") in relation to any service offered by Baraka pursuant to this Agreement as prescribed by Baraka from time to time. All Fees will be detailed within the Fees Schedule.

3.2 Subscription Fees: different fees apply across different levels of service. These will be disclosed in the Fees Schedule. We reserve the right to introduce new subscription tiers or to vary the services available or associated fees within any subscription tier with reasonable notice.

3.3 You note that Baraka may incur the costs, fees, charges and/or expenses of third parties in the delivery of the services to you. When depositing money into your account please note that Baraka does not charge transfer fees, but your bank fees will apply. Fees typically range between $15-$30.

3.4 Baraka does not charge or receive any withdrawal fees. A flat fee of $25 will however be charged by our broker's bank for all withdrawals.

3.5 You agree to pay, repay and/or reimburse such costs, fees, charges and/or expenses of Baraka in connection with services provided by Baraka to you under this Agreement.

3.6 From time to time, your trading account may accumulate interest. You agree to forfeit any accumulated interest on your cash balance.

3.7-3.12 Detailed fee payment terms, third party payment arrangements, and fee amendment policies apply as described in the full agreement.

This section 4 applies only where Baraka provides you with an Execution-Only service.

4.1 Instruction Only: In respect to each Transaction, we will deal with you solely on an Execution-Only Basis. We will not advise on the merits of any Transaction or the taxation or other consequences hereof.

4.2 Own Judgement and Suitability: In entering into any Transaction, you represent that you have been solely responsible for making your own independent appraisal and investigations into the risks of the Transactions.

4.3 Risk Disclosure Statement: Please see attached at Schedule 2 our Risk Disclosure Statement which is in compliance with the rules of the DFSA.

4.4 Investment research: Where we do provide investment research, generic information about investments including but not limited to price, market or valuation information or assessment services, stock research and analysis, market commentary or other information ("Investment Content") you acknowledge and agree: (i) the Investment Content is provided solely to enable you to make your own investment decisions and does not amount to advice; and (ii) We give no representation, warranty or guarantee as to the accuracy or completeness of such Investment Content.

5.1 Your access to and use of the Baraka Platform is subject to: (i) your compliance with the terms of this Agreement; (ii) your compliance with any guidelines for using the Baraka Platform; and (iii) our privacy policy.

5.2-5.5 In the event of inconsistency between this Agreement and the guidelines/privacy policy, the provisions in the guidelines/privacy policy will prevail. Any amendments to the guidelines/privacy policy will take immediate effect. We have sole discretion and control over the Baraka Platform and its functionality, configuration, appearance and content. You agree to be bound by the various legends, disclaimers, terms and conditions displayed on or linked to the Baraka Platform.

6.1 Third Party Content: You acknowledge and agree that certain content is provided by third-parties. Such content is not advice created or provided by Baraka and does not constitute a recommendation to buy, sell, or hold any security.

6.2 Uploading Content: Whenever you make use of a feature that allows you to upload content, any content you upload must not: (i) be defamatory; (ii) contain obscene, discriminatory, offensive material; (iii) infringe any copyright; (iv) be likely to deceive any person; (v) promote any illegal activity; (vi) be likely to harass, upset, embarrass, alarm or annoy any other person; or (vii) be used to impersonate any person.

6.3-6.5 Any content you upload will be considered non-confidential. You retain ownership rights but grant us a limited licence to use, store and copy that content. You are solely responsible for securing and backing up your content.

7.1 Confidentiality: The obligations relating to client confidentiality shall not apply to information: (i) we provide to our employees, officers, representatives, group companies, affiliates, advisers or credit reference agencies; and (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

7.2 Data Protection: Before providing us with any information in connection with this Agreement, please read our privacy policy (the "Privacy Policy").

7.3-7.8 Baraka may collect, use and store Personal Data including information provided for compliance with anti-money laundering regulations, transaction information, and information from your connected Payment Account. We may use this to open your Account, supply services, meet regulatory obligations, conduct analysis, undertake credit checks, and for general administration. We may share your Personal Data with affiliates, third party administrators, law enforcement, and in connection with corporate transactions. Baraka will retain records for six (6) years from the date of termination. Baraka will at all times comply with DIFC Data Protection Law No. 5 of 2020.

8.1-8.20 The Baraka Platform will display indicative prices. Quotes are not offers. Prices may change between the time you view and execute your order (slippage). When you place an order, we will instruct the Regulated Third Party Provider to execute it. We cannot guarantee execution at your order price. We may decline orders for security, insufficient funds, errors, compliance, or exchange reasons. Where we deal on an Execution-Only Basis, we shall not be required to make sure that any transaction is suitable or appropriate for you. Save where we deal on an Execution Only basis, we will comply with DFSA Rules in relation to Best Execution.

9.1 You acknowledge that Baraka will be relying on the information you provide. It is your responsibility to ensure information is complete, accurate and not misleading.

9.2 We may require additional information for AML compliance and anti-fraud measures.

9.3 You will be responsible for all tax returns and payments arising from investments held in your Account.

9.4 You acknowledge that borrowing money to finance investments involves risk. We strongly recommend against borrowing to fund an investment arranged with Baraka.

10.1-10.3 You must choose a strong, unique password. You should change your security details immediately if you suspect they are compromised. We may block access for security or legal reasons. You must not give any third party access to or control of your Baraka Account.

11.1-11.8 Instructions are primarily accepted via the Baraka Platform. Baraka will be entitled to act on instructions reasonably believed to be from you. All communications must be in English. Transaction statements and reports may be provided electronically.

12.1-12.6 We are permitted under DFSA Rules to receive and hold funds on your behalf. Funds may be held with a Regulated Third Party Provider or in a segregated client money account at a UAE licensed bank. Your funds may be held in an omnibus client money account. You can initiate payment using debit card, Apple Pay, Google Pay, Wire Transfer, or through Lean Technologies Limited.

13.1 Baraka will not instruct the Regulated Third Party Provider to: (i) commit you to supplementing assets by borrowing cash or investments; or (ii) enter into stock lending, stock borrowing, repurchase or reverse repurchase arrangements.

14.1-14.2 Statements showing the composition and value of your accounts will be provided in your secure Baraka Account area. Valuation levels will reflect Baraka's good faith effort to ascertain fair market values. Prices shown do not necessarily reflect realizable values.

15.1 Representations and Warranties: You represent and warrant that: (i) you have the power to execute this Agreement; (ii) you have all necessary authority; (iii) you have obtained all required licences and consents; (iv) this Agreement is binding upon you; (v) no Event of Default has occurred; (vi) you act as principal and sole beneficial owner; (vii) information you provide is accurate; (viii) you are the sole beneficial owner of all funds you transfer.

15.2 Covenants: You will: (i) maintain all authority, powers, consents; (ii) promptly notify us of any Event of Default; (iii) use all reasonable steps to comply with all Applicable Regulations.

16.1 If you have any complaint, you should contact customer support directly via the app or by emailing support@getbaraka.com.

16.2 Should we consider that the Regulated Third Party Provider is responsible, we may refer your complaint to that institution.

16.3 If we are unable to satisfactorily address your complaint, you may refer it to the DFSA at: Dubai Financial Services Authority, Level 13, The Gate, PO Box 75850, Dubai, UAE.

17.1 Unless required by Applicable Regulations, you may terminate this Agreement by giving us 30 days notice.

17.2 Upon terminating, all amounts payable will become immediately due including outstanding fees, charges and commission; and any investment expenses.

17.3 Termination with immediate effect may occur if: (i) you fail to make payment; (ii) we suspect fraud; (iii) we suspect money laundering; (iv) you fail to provide required information; (v) sanctions concerns arise; (vi-vii) bankruptcy proceedings commence.

17.4-17.6 We will contact you on suspension promptly. Termination will not affect accrued rights. Certain clauses survive termination.

18.1 Baraka gives no assurance that the value of investments will not go down or that investment goals will be achieved.

18.2 Baraka will not be liable for any error of judgement or any loss unless such loss arises from negligence, wilful default, dishonesty or fraud.

18.3 Baraka will not be liable for any consequential, special, indirect or speculative loss or damage.

18.4-18.5 Baraka will not be liable for default of any counterparty. The Baraka Platform is provided "AS IS" without any warranties whatsoever.

18.6-18.8 The Baraka Platform may contain links to other websites. Content is only for general information and is not advice.

18.9 Limitation of Liability: We will not be liable for any partial or non-performance by reason of any cause beyond our reasonable control.

18.10 Indemnity: You will pay to us such sums as we may require in or towards satisfaction of any debit balance on any of your Accounts.

19.1 In the event of any failure, hindrance or delay in performance arising from circumstances outside Baraka's control, including acts or regulations of any governmental bodies, any delay or changes in market conditions, settlement system, a custodian refusing to act, or breakdown of telecommunications or computer service, Baraka will have no liability for any loss incurred.

20.1 Amendments: We have the right to amend terms with at least thirty (30) Business Days written notice.

20.2 Assignment: Baraka may assign its rights and/or obligations on thirty (30) days' prior written notice.

20.3 Notices: All notices will be given to the address or email provided by you.

Address: Unit IH-00-01-10-OF-04, Level 10, Innovation Hub, DIFC, Dubai, United Arab Emirates ("UAE")

Email: legal@getbaraka.com

For the attention of: Legal & Compliance Department

20.4-20.12 Electronic communications are binding. We are required to record telephone conversations. Our records will be evidence of your dealings. You agree to keep adequate records. This Agreement will be for the benefit of and binding upon us both. Time will be of the essence. Rights and remedies are cumulative. We may set-off amounts owed. If any provision is or becomes invalid, the remaining provisions are unaffected.

21.1 A Transaction subject to the rules of a market will be governed by the law applicable to it under those rules.

21.2 This Agreement will be governed by and construed in accordance with the laws of the DIFC.

21.3 Dispute Resolution: Any dispute arising out of or in connection with this Agreement will be subject to the exclusive jurisdiction of the Courts of the DIFC. For disputes under AED 1,000,000 in value, the parties agree to exclusively hear the matter in the Small Claims Tribunal at the DIFC Courts.

22.1 Defined Terms: In this Agreement:

• "Accounts" means collectively the Baraka Account and the Regulated Third Party Provider Account.
• "Applicable Regulations" means DFSA Rules and all other applicable laws, rules and regulations.
• "Associate" means an undertaking in the same group as us, a representative, or any other person with whom we have a relationship that might give rise to a community of interest.
• "Baraka Account" means an account opened by you directly with Baraka.
• "Baraka Platform" means the Baraka mobile application.
• "Business Day" means a day which is not a Friday or a Saturday and upon which banks are open for business in the UAE.
• "DFSA" means Dubai Financial Services Authority.
• "DFSA Rules" means subsidiary legislation under the DIFC Regulatory law 2004.
• "Execution-Only Basis" means we will convey your instructions but will not give you advice.
• "Financial Instrument" includes securities, futures, swaps, and other derivatives.
• "Investment Mandate" means the risk profile, objectives and strategy of the relevant portfolio.
• "Order" means an instruction to buy or sell a Financial Instrument.
• "Payment Account Provider" means as defined in the DFSA Rules.
• "Payment Initiation Service" means as defined in the DFSA Rules.
• "Portfolio" means the aggregate collection of investments managed by Baraka.
• "Retail Client" means as defined in the DFSA Rules.
• "Risk Disclosure Statement" means as defined in Schedule 2.
• "Regulated Third Party Provider" means an entity licensed to carry out financial service and brokerage activities.
• "Regulated Third Party Provider Account" means an account opened by you with a Regulated Third Party Provider.
• "Professional Client" means as defined in the DFSA Rules.
• "Subscription Fee" means the fees payable by you on a monthly and/or annual basis.
• "Tax" means any tax, levy, impost, duty or other charge.
• "Transaction" means any transaction in a Financial Instrument.
• "United States Resident" means any natural person resident in the United States.
• "VAT" means value added tax.
• "Website" means Baraka's website at www.getbaraka.com.