TERMS AND CONDITIONS – BARAKA FINANCIAL LIMITED
These terms and conditions, along with the Fees Schedule (the “Terms and Conditions“) apply to the provision of certain services to you (“you“) by Baraka Financial Limited (“Baraka“, “us“, “our“, “we“) and its Associates. The Terms and Conditions contain the core information defining our business relationship with you, including the provision to you by Baraka of the financial service of arranging deals in investments. Baraka is a company incorporated and registered in the Dubai International Financial Centre (“DIFC“) with company number 4153, whose registered office is Unit GD-PB-04-06-OF-07, Level 6, Gate District Precinct Building 04, DIFC, Dubai, United Arab Emirates (“UAE”) and is authorized and regulated by the Dubai Financial Services Authority (“DFSA“). Baraka’s ultimate holding company is Baraka Technology Holding Ltd. a company incorporated and registered in Abu Dhabi Global Markets with company number 4143, whose registered office is DD-15-134-004 – 007, Level 15, Wework Hub71, Al Khatem Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates.
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. Please let us know as soon as possible if there is anything which you do not understand or please visit our Website at www.getbaraka.com and ask for further information. These Terms and Conditions together with any schedule(s), annexes, accompanying documents and/or supplemental agreements (as may be amended from time to time) form an agreement between you and Baraka (the "Agreement"). This Agreement constitutes a client agreement for the purposes of the DFSA Rulebook Conduct of Business Module.
- GENERAL INFORMATION
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 GD-PB-04-06-OF-07, Level 6, Gate District Precinct Building 04, 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.
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 Independent Decision: You must make an independent decision as to whether or not to enter into a Transaction with us and invest through the Baraka Platform subject to this Agreement and to the following conditions: You acknowledge and agree that we do not provide advice and/or recommendations and we will not advise on the merits or otherwise of your investment. You further acknowledge and agree that any curation of securities and related descriptions presented to you are for information purposes only and do not constitute personal recommendations or advice. 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, under which we have identified those situations in which there may be a conflict of interest, and in each case the steps we have taken to manage that conflict ("Conflict of Interest Document") a copy of which is found in Schedule 3. Any changes and/ or moderations to the Conflict of Interest Document will be available at all times 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"(as such term is defined in the Applicable Regulations); and
(iii) you are not acting with the intention of contravening any other provision of the Applicable Regulations.
- SCOPE AND APPOINTMENT
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 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. 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 provided by Baraka or any of our Regulated Third Party Providers;
(iv) your registration and your use of the services provided by Baraka is in compliance with any and all Applicable Regulations;
(v) may not authorise another user to use the services provided by Baraka on your behalf; and
(vi) are the sole owner of the funds invested into the Regulated Third Party Provider Account and are the only person entitled to the funds and assets held in the Regulated Third Party Provider Account; 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 are provided with additional features, such as access to research from Refinitiv, to enhance your market knowledge. We will use reasonable endeavours to process your subscription promptly. We do not guarantee that your subscription will be activated by any specific time. You will not be provided with access to Baraka subscription service until we have successfully verified your payment and contact details. You will receive email confirmation when your subscription has been accepted.
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 (and of each renewal period thereafter), your subscription will automatically renew for the same subscription period at the then prevailing Subscription Fee, which may be amended from time to time. If you do not choose an auto-renewal payment option, we will contact you at the end of the subscription period with an offer to renew your subscription.
2.5 Cancellation: You have a period of 60 days within which to cancel your subscription. This period commences on the date on which your subscription is confirmed.
2.6 Account Opening: To enter into a Transaction, you must open accounts with Baraka and the Regulated Third Party Provider. To apply for an such accounts, you will need to complete an online application form and provide us with information that we request, so that we can identify you, verify your identity, conduct fraud checks, sanctions checks, anti-money laundering and counter-terrorism checks, and any other checks as required by Applicable Regulations, or as required by our internal procedures. This means we will require you to provide us with personally identifiable information, the countries where you are a tax resident and any other information which is required under Applicable Regulations.
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 By making use of the services provided by Baraka you acknowledge and agree that Baraka does not handle cash and does not execute trades. 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 which will govern your relationship 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. In the event of any disputes between you and the Regulated Third Party Provider, you will resolve such disputes directly with the Regulated Third Party Provider.
2.11 You understand that all orders for the purchase of securities given for your Baraka Account will be authorized and executed by the Regulated Third Party Provider in reliance on your promise that an actual purchase is intended.
- FEES, PAYMENT, REVENUE
3.1 Baraka will have the right to levy such fees and charges ("Fees") (in the manner determined by Baraka) 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. Such costs, fees, charges and/or expenses will be governed by the terms and conditions of such third parties. For instance: 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. This amount will be reflected as a deduction in your total cash. You may check your bank’s fees policy before transferring. For example: if you wanted to transfer $500 to your Baraka account, and your local bank account charges $25 as international transfer fees, you will be receiving $475 in your Baraka account.
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. Please ensure that you have at least $25 in available funds before making a withdrawal. Example: if you have $1000 in your account available for withdrawal, and you attempted to withdraw the full amount, you will receive back $975 in your personal bank account.
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. You shall also reimburse Baraka for any part of such cost, fee, charge or expense (or proportion of it) which represents VAT, save to the extent that Baraka notifies you that it is satisfied that it will be entitled to credit or repayment in respect of such VAT from the relevant tax authority.
3.6 From time to time, your trading account may accumulate interest. You agree to forfeit any accumulated interest on your cash balance and, as such, you acknowledge that your account is consequently non-interest bearing. You acknowledge that any such forfeited interest may, in part, be retained by us as revenue.
3.7 Any payments due to us under this Agreement will be payable in same day funds in such currency as we may from time to time specify and to the bank account designated by us for such purposes.
3.8 Any payments due to us under this Agreement are:
(i) exclusive of VAT or any other similar taxes, and you will in addition pay an amount equal to any VAT chargeable on those sums; and
(ii) will be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of Tax as required by law). If you are required by law to deduct or withhold Tax you will pay to us additional amounts as may be necessary to ensure that we receive a net amount equal to the full amount we would have received had such payment not been subject to a deduction or withholding of Tax.
3.9 Baraka may, in its sole discretion, amend the Subscription Fee and/ or any other Fees payable by you upon thirty (30) days prior notice.
3.10 Remuneration and Sharing of Charges: We may receive remuneration from, or share charges with, a third party in connection with your Transactions. Details of any such remuneration or sharing arrangements (“Third Party Arrangements”), unless specifically disclosed in this clause 3.10 will be disclosed in separate financial terms communicated to you by us. The following Third Party Arrangements shall be deemed duly disclosed to you:
3.10.1: Treatment of interest on cash balances: Interest may accrue on your cash balance in your Baraka account that will not be credited to your account balance; the interest accrued will be shared between Baraka and DriveWealth, as Regulated Third Party Provider. This interest will be shared evenly between Baraka and the Regulated Third Party Provider, DriveWealth LLC. Your acceptance of this Agreement will be treated as your informed acknowledgment of this Third Party Arrangement and that you expressly waive your entitlement to any interest which may accrue on the cash balance in your Baraka account; and
3.10.2: Payment for Order Flow: We may receive payment for order flow from DriveWealth LLC, for exclusively routing your Execution-Only instructions to it as Regulated Third Party Provider. While we do not consider this Third Party Arrangement to give rise to any “material conflicts of interest”, your acceptance of this Agreement will be treated as your informed acknowledgment and acceptance of this Third Party Arrangement and waiver of any conflict of interest which may be deemed to arise as a consequence of this Third Party Arrangement.
3.11 Third Party Payments: In respect of Transactions which we enter with you, unless expressly affirmatively agreed between us in writing:
(i) We reserve the right not to comply with any request by you to make a payment or a delivery to a third party; and
(ii) Where we become aware that funds have been paid to us and/or the Regulated Third Party Provider or a delivery made to us other than by you, we reserve the right to refuse such payment or delivery.
3.12 The amount of fees, as well as the nature of fees, may change from time to time. Baraka reserves the right to adjust its existing fees and add new fees at its sole discretion. You acknowledge that the prevailing fees may change. We will always notify you of the changes in fees which will apply to your account at least 30 days before these changes become effective.
- NO ADVICE
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. You represent that you have sufficient knowledge, market sophistication, professional advice and experience to make your own evaluation of the merits and risks of the Transaction. We provide you with no warranty as to the suitability of the products traded under this Agreement and assume no fiduciary duty in our relations with you.
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. This Risk Disclosure Statement sets out the particular investment risks on trading certain Transactions. Your acceptance of this Agreement will be treated as your informed acknowledgment that you have carefully read and are prepared to accept the risks outlined in the Risk Disclosure Statement. If there is anything you do not understand it is recommended that you seek specialist independent financial and/or legal advice, in particular, regarding the suitability of trading in certain Transactions.
4.4 Investment research and delegation and use of third parties: 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 (collectively "Investment Content") through our website services 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.
4.5 Sharia-screening tools: baraka may provide tools that enable Clients to assess the extent to which securities listed are compliant with the rules of Sharia. The information provided by such tools originates from a third-party. Whilst baraka may seek reasonable assurances from the third party regarding their expertise on Sharia matters, baraka does not intend to engage a Sharia advisor or obtain a fatwa regarding Sharia-screened securities listed on the app. Baraka does not have an Islamic Window endorsement from the DFSA. Clients should be aware that Sharia-screened stocks may involve additional risks and costs. There can be no assurance as to the Sharia compliance of the securities listed by baraka. Clients are reminded that views on Sharia compliance may also differ. If you do not understand such risks or costs or are unsure whether the securities or Sharia-related tools offered by Baraka Financial Limited are in compliance with the principles of Sharia, you should consult a Sharia advisor.
- USE OF THE BARAKA PLATFORM
5.1 Your access to and use of the Baraka Platform is subject to:
(i) your compliance with the terms of this Agreement; and
(ii) Your compliance with any guidelines for using the Baraka Platform which are posted on or provided through the Baraka Platform (as may be amended from time to time); and
5.4 You acknowledge that we will have sole discretion and control over, and the right to modify at any time, the Baraka Platform and its functionality, configuration, appearance and content, including without limitation:
(i) the parameters and methods by which Transactions are placed, routed, marketed or otherwise processed by the Baraka Platform; and
(ii) the availability of the Baraka Platform to any user or with respect to particular Financial Instrument, or Transactions at any particular places, times or locations.
5.5 You agree to be bound by the various legends, disclaimers, terms and conditions displayed on or linked to the Baraka Platform and/ or the Website. Such legends and disclaimers may be updated and/or modified from time to time without prior written notice thereof to you.
- USER CONTENT
6.1 Third Party Content: You acknowledge and agree that certain content is provided by third-parties and made available to Baraka by or through social media websites, blogs, wikis, online conferences, telecasts, podcasts, and other forums (collectively, the "Forums"). Such content is not advice created or provided by Baraka and does not constitute a recommendation to buy, sell, or hold any security or securities. Reliance on any third party content available on or through the Forums is used at your own risk and Baraka will not be responsible or liable to you for the performance by the third party or their services and whether they have exercised reasonable care and diligence in the selection of the same.
6.2 Uploading Content: Whenever you make use of a feature that allows you to upload content to our Website and/or Baraka Platform, or to make contact with other users of our Website and/or Baraka Platform any content you upload must not:
(i) be defamatory of any person;
(ii) contain material which is obscene, discriminatory, offensive, hateful, threatening or inflammatory;
(iii) infringe any copyright, database right or trademark of any other person;
(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, or to misrepresent your identity or affiliation with any person.
6.3 Any content you upload to our Website and/or Baraka Platform will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us and other users of our Website and/or Baraka Platform a limited licence to use, store and copy that content and to distribute and make it available to third parties. We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our Website and/or Baraka Platform constitutes a violation of their intellectual property rights, or of their right to privacy.
6.4 You are solely responsible for securing and backing up your content.
6.5 The Website and/or Baraka Platform may include information and materials uploaded by other users of the site, including to bulletin boards and chat rooms. This information and these materials have not been verified or approved by us. The views expressed by other users on the Website and/or Baraka Platform do not represent our views or values. If you wish to complain about information and materials uploaded by other users please contact us.
- YOUR INFORMATION
(i) we provide to our employees, officers, representatives, group companies, affiliates, advisers or credit reference agencies who need to know such information for the purposes of carrying out obligations under or in connection with this Agreement or providing us with services relating to the subject matter of this Agreement.'; and
(ii) as may be required – by law, a court of competent jurisdiction or any governmental or regulatory authority.
7.3 Baraka 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 DIFC Data Protection Law No. 5 of 2020 ("Personal Data"). Personal Data may include information provided for the purpose of compliance with anti-money laundering regulations, information deriving from transactions that Baraka facilitates on your instructions, and information deriving from transactions on your connected Payment Account (e.g. bank account).
7.5 In particular, Baraka may use the Personal Data that it collects:
(i) to open your Baraka Account and enable related Transaction and trading arrangements;
(ii) to supply the services;
(iii) to meet Baraka's obligations under DFSA Rules and other applicable law;
(iv) for client service, analysis and market research purposes;
(v) to undertake credit and reference checks and/or to recover a debt or for the purposes of legal proceedings; and/or
(vi) for general account administration purposes.
7.6 You acknowledge and agree that Baraka may share your Personal Data in the following circumstances:
(i) where Baraka uses your Personal Data to assess your eligibility for the services and to verify your identity;
(ii) Baraka may share Personal Data with its affiliates and with third parties who may administer and operate the Baraka Account from time to time. Baraka will always take appropriate measures and meet its legal obligations to ensure that any Personal Data transferred to such third parties is kept securely;
(iii) on an assignment of the obligation and rights under this Agreement, or if Baraka restructures its business or the whole or any part of its business is sold then Baraka may transfer your information to the relevant third party provided this is in line with statutory data protection requirements; and
(iv) Baraka may share your Personal Data with UAE and overseas law enforcement agencies or regulatory authorities and other relevant bodies for crime prevention purposes.
7.7 Baraka will retain copy records for a period of six (6) years or otherwise stipulated by us in accordance with DFSA Rules and other applicable laws from the date of termination of your Agreement. Baraka may scan and retain all hard copy documentation including Personal Data within our data storage system indefinitely. Retained data may be archived off-site and can usually be retrieved within three (3) working days. Baraka may seek to recover reasonable expenses for retrieval of any such data after the date of termination of your Agreement.
7.8 For the avoidance of doubt, Baraka will at all times collect, use and store Personal Data in accordance with the relevant DIFC Data Protection Law No. 5 of 2020 and DIFC data protection framework.
8.1 Entering Transactions: The Baraka Platform will display the indicative price to buy, and the price to sell for each product. This is called a "quote". A quote is not an offer by us to buy or sell any products. Our quotes may be different from the prices provided by other brokers, the market price, as well as the current prices on any exchanges or trading platforms. Although, when we provide a quote, we may take into account the price that we receive from a broker, the market, or any exchanges or trading platforms, we are under no obligation to do this, and we are under no obligation to ensure that the quotes which we provide are within any specific percentage of such price.
8.2 If the prices on a market, exchange or trading platform are distorted, for example during a short term price spike, or during pre-market, post-market, or intra-day auction periods, we may reflect similar prices in our quotes, but we are under no obligation to do this. When the underlying market or exchange is closed, our quotes may reflect what we believe to be the current bid and ask price of the relevant product.
8.3 Quotes and prices are updated and change constantly which means that the price to buy or sell may change between the time that you view or place your order and the time that your order is executed by the Regulated Third Party Provider. We will tell you the price that your order was executed at. The number of shares or securities that we display may also change between the time that you view or place your order and the time that and the time that your order is executed by the Regulated Third Party Provider.
8.4 When you use our services, you will place an order. An order is any request placed by you with us to purchase or to sell or otherwise deal in securities (via the Regulated Third Party Provider) on the trading platform from time to time. We will then need to accept your order and instruct the Regulated Third Party Provider to execute it for it to take effect.
8.5 You can place an order by using the Baraka Platform. We will instruct the Regulated Third Party Provider to execute orders that are received from your Baraka Account on the Baraka Platform, and which we reasonably believe are from you, or authorised by you. Please be careful when making an order. If you place orders by accident or in error, for example if you place multiple orders which are the same, we will assume that you did this on purpose, and we will instruct the Regulated Third Party Provider to execute them without checking this with you.
8.5 Once we accept your order, we will transmit it to the Regulated Third Party Provider to execute it in accordance with any specific instructions that you give. This is called a trade.
8.6 We cannot guarantee that your execution price will match your order price. This is because the market may be volatile and/or the price may have moved up or down between the time that you place your order (or the time your limit order, take profit and/or stop loss order has been activated) and the time that the Regulated Third Party Provider executes your order. This is known as slippage. When this happens, we will execute your order at the next best price.If you have placed an order during: (a) times in which the market of the underlying is suspended (for example, during the weekend or at off-market hours, suspension due to market conditions or due to any other event in which the market of the underlying is suspended), and/or (b) during the time the market was open, however, your order is triggered shortly following a suspension, then the applicable order you have placed will be executed by Regulated Third Party Provider as soon as is reasonable under the circumstances when market liquidity conditions are reasonable.
8.7 We do not guarantee that your order will be executed by the Regulated Third Party Provider at the first available underlying market price at commencement of trading or within any specific range compared to other market prices which may be available to you from other sources. We are not liable for any loss or for other claims which you may have in connection with such orders.
8.8 We will transmit orders to Regulated Third Party Providers for execution during trading hours. Different products have different trading hours. It is your responsibility to ensure you are aware of the trading hours for the product you are trading. We may agree to instruct the Regulated Third Party Provider to execute orders outside of business hours, at our discretion.
8.9 Where you place an order outside of market hours, or where the product you are trading has a 24/7 market, but your order is placed during a period where there is limited trading (for example during the weekend), the availability of the different functionalities which we may provide as part of our services, including instructions which you may give in respect of a trade, may be delayed or may not be available. We are not liable for any loss which results from your inability to access or provide certain trading functionalities and instructions.
8.10 You may request to cancel or modify an order which we have not instructed the Regulated Third Party Provider to execute. However, we cannot guarantee that we will be able to carry out your request. This will depend on the product that you are trading.
8.11 We are not required to accept every order that you make and we reserve the rights to decline any order or transaction. If we have accepted your order, we are not required to instruct a Regulated Third Party Provider to complete/execute every order. We provide below a non-exhaustive list of examples of situations where we may not accept an order, not instruct a Regulated Third Party Provider to execute or complete an order, or cancel an order:
(i) if we reasonably believe the security of your Baraka Account or Account with the Regulated Third Party Provider is at risk, or if we're concerned about unauthorised or fraudulent use of your Accounts with Baraka. This might happen if we think someone is using your Baraka Account or your Regulated Third Party Provider Account provider without your permission;
(ii) if you do not have enough money in your Regulated Third Party Provider Account to cover the maximum amount of loss associated with your order, plus any associated fees, charges and applicable margin;
(iii) if we reasonably believe that there is an error with your order. For example, if you have placed an order that is unusually large and you have never done this before;
(iv) if the order you have requested is unusual or for exaggerated volumes;
(v) there is an error with the quote that is displayed. For example, if the quote is manifestly different to the market price, prices on exchanges, prices on trading platforms, and/or if the quote is clearly loss making;
(vi) there is a change in applicable law, which means that the order is no longer in compliance with applicable law;
(vii) an exchange requests or recommends that the order is cancelled;
(viii) you breach the rules of trading.
8.12 If we do not accept your order, instruct the Regulated Third Party Provider to complete/execute your order, or if we cancel your order, we will inform you by making that information available on the Baraka Platform, unless there is a legal reason that we cannot provide this information to you.
8.13 If we have instructed a Regulated Third Party Provider to execute your order, and a transaction has occurred, we may instruct the Regulated Third Party Provider to take corrective actions and either modify the transaction, or void the transaction. We will inform you of errors by making information available on our trading platform, including any corrective actions we intend to take.
8.14 A Regulated Third Party Provider may use the money in your account to pay fees, costs or charges which become due and payable. Where you enter into a transaction, all fees, costs, and charges for that transaction will become due and payable immediately upon execution, and the Regulated Third Party Provider will deduct the relevant sum from your account at that point.
8.15 We will not be responsible for any losses you incur as a result of any actions or inactions taken by us in accordance with clause 8.1.
8.16 Baraka will transmit buy/sell trade orders to effect a transaction to the Regulated Third Party Provider for execution, based on your instructions. We will not advise you about the merits of any transactions. We will be dealing on an Execution-Only Basis. All deals are arranged on your behalf with the Regulated Third Party Provider (who execute and are the counterparty to all trades).
8.17 We do not have to make sure that any transaction is suitable or appropriate for you. Therefore, you will not benefit from the protections of any relevant DFSA Rules which dictate when we need to assess the suitability or appropriateness of any transaction for you.
8.18 Instructions to Baraka: Baraka will act on your instructions to undertake (on your behalf) such actions as may reasonably be required for Baraka to pass orders and effect transactions through a Regulated Third Party Provider on your behalf.
8.19 You will execute and deliver any authorizations and documents as may be reasonably necessary for Baraka to carry out the arranging services under this Agreement.
- YOUR OBLIGATIONS
9.1 You acknowledge that Baraka will be relying on the information or documents provided by you to Baraka. It is your responsibility to ensure that information or documentation provided by you to Baraka is complete, accurate and not misleading in any material respect and that you have notified Baraka of any information which could be relevant to the performance of Baraka's duties under this Agreement.
9.2 Further, we may, from time to time, require additional information and/or documents (including as required by anti-money laundering regulations and any other similar regulations applicable to us ("AML"), as well as for anti-fraud measures or any other related internal procedures), or clarifications to information and/or documents which you have provided to us. The information you provide to us must be complete, accurate and not misleading. If you do not provide us with the required information, or if you provide inaccurate, incomplete or misleading information, we will not be able to open a Baraka Account for you, or, if you already have a Baraka Account, we may freeze, block, or close your Baraka Account.
9.3 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.
9.4 You acknowledge that borrowing money to finance a contribution into your Regulated Third Party Provider Account involves the risk that the value of your capital investment will go down. 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 remains even if the value in the Regulated Third Party Provider Account declines. We strongly recommend against borrowing to fund an investment arranged with Baraka.
- KEEPING YOUR ACCOUNT(S) SAFE
10.1 If we accept your application, we will open a Baraka Account for you. You will need to choose a username and a password to access your Baraka Account and we may also require other security details. It is your responsibility to take all reasonable steps to keep your Baraka Account safe. You should select a password that is not easy to guess (such as using a combination of uppercase and lowercase letters, numbers and symbols) and is a unique password for your Baraka Account. We recommend that you do not reuse a password previously used by you for other platforms/services.
10.2 You will need to change your security details immediately and contact us as soon as possible if you think someone else knows them. We may block access to your Baraka Account or block access to our services if we believe that it is necessary for security or legal reasons. For example, if we think someone may have access to or is using your Baraka Account without your permission. We may contact you to provide you with new security details, or contact you to require you to change your security details.
10.3 You must not give any third party (including minors) any access to and/or control of your Baraka Account. If you elect to give another person access to and/or control of your Baraka Account, you do so at your own risk and we will not be responsible for the decisions of that third party.
- INSTRUCTIONS AND COMMUNICATION
11.1 Instructions may only be provided by you through the Baraka Platform. All written communications should be directed to Baraka's registered office at the address set out in clause 20.3 of this Agreement and on our Website. Complaints should be notified to Baraka in accordance with clause 16.
11.2 Baraka will 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 Baraka 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.
11.3 You acknowledge that: a) Baraka may not accept instructions until it is able to satisfy itself that the instructions originated from you or an authorized representative of you; b) Baraka will not be responsible for any losses or loss of opportunity due to any delays arising from Baraka confirming the validity of instructions or the accuracy of instructions where they are, in Baraka's reasonable opinion, unclear.
11.4 Baraka will not be responsible for the advisability or suitability of transactions made at your instruction.
11.5 Baraka, in its sole discretion, may refuse to act on an instruction given by you or an authorized representative of you, where:
(i) it has reason to doubt the validity of the instruction; and/or
(ii) the instruction is not capable of being carried out on the Baraka platform.
11.6 Baraka will not be obliged to deal with any person to whom you may have disposed of or otherwise assigned or transferred to or encumbered any funds, assets or other entitlements held in or under your Baraka Account.
11.7 Transaction statements, third party valuation reports and other third party summary and research reports on the Baraka Account and third party reports or investment commentary as Baraka may choose to provide as part of your subscription, may be provided electronically to you by email to the address provided by you or via the dashboard on the Website and/or the Baraka Platform.
11.8 All communications between you and Baraka must be in English. By entering into this Agreement, you confirm that you can read and understand the English language. If you are in doubt as to the meaning of any clause in any document that we provide to you, please seek independent advice.
- CLIENT FUNDS AND ACCOUNT FUNDING
12.1 We are not permitted under the DFSA Rules to receive or hold any funds on your behalf. You acknowledge and agree that any funds relating to your Transactions will be held with the Regulated Third Party Provider.
12.2 Where you transfer your funds to a Regulated Third Party Provider, you acknowledge and agree that your funds will be held with a bank that is not approved under the Client Money rules of the DFSA and that your funds may therefore not be protected as effectively as had it been held in a client bank account in the DIFC.
12.3 You acknowledge and agree that you are solely responsible for reading and accepting the terms and conditions of the Regulated Third Party Provider before sending your funds to the Regulated Third Party Provider.
12.4 You can initiate a payment using a debit card, Apple Pay, Google Pay, Wire Transfer, or by a transfer from your Payment Account Provider (e.g. your bank) via the Payment Initiation Service (as defined in the DFSA Rules) provided by Lean Technologies Limited. Lean Technologies is authorised and regulated in the ADGM by the FSRA under FSP no. 200033. Your payment will be initiated through our platform after which the funds will be deposited into your account with the Regulated Third Party Provider. You acknowledge that Baraka may incur processing fees and charges and other administrative costs in providing you with the convenience of making a deposit using your chosen payment method and agree that we shall be entitled to apply an additional fee on top of the amount funded using your chosen payment method, which shall be added to the total value of the transaction to be authorised. Prior to making a payment, you will be presented with the total amount of such fee that will be added to the value of the transaction and be required to consent to this fee.
- LENDING, BORROWING AND UNDERWRITING
13.1 Baraka will not instruct the Regulated Third Party Provider to:
(i) 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
(ii) enter into stock lending, stock borrowing, repurchase or reverse repurchase arrangements in relation to assets in your Account.
- VALUATIONS AND REPORTING
14.1 Statements showing the composition and value of your Baraka Account and Regulated Third Party Provider Account and ongoing transactions will be provided in your secure Baraka Account area on the Baraka Platform.
14.2 Valuation levels used in statements for the Baraka Account to reflect the assets held in your Regulated Third Party Provider Accounts will reflect Baraka's good faith effort to ascertain fair market values for the assets based on pricing and valuation information that Baraka believes to be reliable and which may comprise and be based on valuation information provided by Regulated Third Party Provider. Variations in market conditions will mean that the prices shown in periodic statements and any other reports do not necessarily reflect realizable values.
- REPRESENTATIONS, WARRANTIES AND COVENANTS
15.1 Representations and Warranties: You represent and warrant to us as of the date of this Agreement and the date of each Transaction that:
(i) (you have the power to execute, deliver and perform your obligations under this Agreement and all necessary action has been taken to authorise that execution, delivery and performance;
(ii) as at the date of each Transaction, you have all the necessary authority, powers, consents, licenses and authorisation and have taken all the necessary action to enable you lawfully to enter into such Transaction;
(iii) you have obtained from all relevant authorities all licences, permissions and consents required in order for you to enter into a Transaction and to perform your obligations under this Agreement;
(iv) this Agreement, each Transaction and the obligations created under them are binding upon you and enforceable against you in accordance with their terms and do not and will not violate the terms of any regulation, order, charge or agreement by which you are bound;
(v) no event of default ("Event of Default") or any event which may become (with the passage of time, the giving of notice, the making of any determination or any combination of the above) an event of default (a "Potential Event of Default") has occurred and is continuing with respect to you;
(vi) you act as principal and sole beneficial owner in entering into this Agreement and each Transaction;
(vii) any information which you provide or have provided to us in respect of your financial position, domicile or other matters is accurate and not misleading in any material respect;
(viii) except as otherwise agreed in writing by us, you are the sole beneficial owner of all funds you transfer to us or the Regulated Third Party Provider under this Agreement;
15.2 Covenants: You will:
(i) at all times obtain and comply, and so all that is necessary to maintain in full force and effect, all authority, powers, consents, licenses and authorisations referred to in this clause 15;
(ii) promptly notify us of the occurrence of any Event of Default or Potential Event of Default with respect to yourself.
(iii) use all reasonable steps to comply with all Applicable Regulations in relation to this Agreement and any Transaction, so far as they are applicable to you or us, and in any event you will at all times act with due skill and care.
16.1 Complaints: If you have any complaint about our performance under this Agreement, you should contact customer support directly via the app or by emailing email@example.com. We will investigate the nature of the complaint in accordance with our complaints handling procedure to endeavor to resolve it. A copy of our complaints handling procedure is available on request. We have procedures for handling your complaints fairly and promptly and in accordance with the DFSA Rules.
16.2 Should we consider that the Regulated Third Party Provider 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 the Regulated Third Party Provider is entirely or partly to blame and will obtain your consent in writing to refer the complaint to the relevant institution.
16.3 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 DFSA for independent assessment. Should you wish to contact them you can do so in writing at: Dubai Financial Services Authority, Level 13, The Gate, PO Box 75850, Dubai, UAE.
17.1 Termination: Unless required by Applicable Regulations, you may terminate this Agreement and the relationship between us by giving us 30 (thirty) days notice of termination using Baraka Platform. Upon receipt of your termination request we will notify the Regulated Third Party Provider to close your Regulated Third Party Provider Account. The redemption of your funds will be governed by the terms and conditions of the Regulated Third Party's Customer Account Agreement.
17.2 Upon terminating this Agreement, subject to clause 17.1, all amounts payable by you to us will become immediately due and payable including (but without limitation):
(i) All outstanding fees, charges and commission; and
(ii) Any investment expenses incurred by terminating this Agreement.
All outstanding transactions at the time of Baraka Account closure will be settled and the investments in your Regulated Third Party Provider Account sold, with the funds and proceeds in your Regulated Third Party Provider Account remitted to your designated account in accordance with the terms and conditions of the Regulated Third Party's Customer Account Agreement.
17.3 Termination with immediate effect: Each of the following, including but not limited to, will constitute an event for termination of this Agreement with immediate effect and without further notice to you:
(i) You fail to make any payment when due under this Agreement, or to observe or perform any other provision of this Agreement and such failure continues for one (1) Business Day after notice of non-performance has been given by us;
(ii) We have reason to suspect fraud or that the security of the Baraka Account or Regulated Third Party Provider Account has otherwise been breached;
(iii) We have reason to suspect that the Regulated Third Party Provider Account or Baraka 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;
(iv) You fail to provide us with information that in our reasonable opinion we need to satisfy our obligations under any applicable laws, rules and regulations, whether relating to the prevention of financial crime or otherwise;
(v) We have reason to suspect that your Accounts are being used in a way that is contrary to sanctions related laws, rules or regulations.
(vi) You commence a voluntary case or other procedure seeking or proposing liquidation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law; or
(vii) An involuntary case or other procedure is commenced against you seeking or proposing liquidation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law.
17.4 To the extent we are permitted to do so by Applicable Regulations we will contact you on the suspension of your Accounts promptly and seek to satisfactorily resolve the issue and will remove the suspension when we do so resolve the issue. We may be prohibited by law from contacting you or discussing details with you.
17.5 Existing Rights: Termination or expiry of this Agreement will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
17.6 The following clauses will continue in full force
(i) clause 18 (Exclusions, Limitations and Indemnity);
(ii) clause 21 (Governing Law and Jurisdiction); and
(iii) any other clauses agreed between us in relation to such Transactions.
- EXCLUSIONS, LIMITATIONS AND INDEMNITY
18.1 Baraka gives no assurance or guarantee that the value of investments in your Regulated Third Party Provider Account will not go down or that the investment held in your Regulated Third Party Provider 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.
18.2 Baraka will not be liable for any error of judgement or any loss suffered by you in connection with the services it provides to you under this Agreement (and in particular, but without limitation, Baraka will 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, wilful default, dishonesty or fraud by it or any of its employees. Baraka will not be liable for any other losses suffered by you (which will include loss of profits, income or capital, costs, expenses, claims or damages) including losses arising from:
(i) negligence, wilful default, fraud or insolvency of any other person;
(ii) Baraka carrying out or relying on instructions or on any information provided or made available to Baraka by you, Regulated Third Party Provider, any appointed representative or agent of yours or any person duly appointed by Baraka;
(iii) market conditions or changes in market conditions; or
(iv) 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.
18.3 Baraka will 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.
18.4 In particular, but without limitation, Baraka will 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. Baraka will not be liable to you for any losses incurred by you as a result of the acts or omissions of the Regulated Third Party Provider, save to the extent that such losses are caused by Baraka's negligence, wilful default or dishonesty in complying with clause 18.5.
18.5 The Baraka Platform is provided "AS IS" on an "IS AVAILABLE" basis without any representations or any kind of warranties whatsoever (whether expressed or implied by law). We and our licensors disclaim to the fullest extent permitted by law all express, implied and statutory warranties, including without limitation, the warranties as to functionality, operability, accessibility, accuracy, correctness, reliability, updatedness, timeliness, satisfactory quality, merchantability, fitness for a particular purpose, and non-infringement of proprietary rights. Without limiting the foregoing, we do not warrant that our services, functions contained in or access to the Website and/or your Baraka Platform and/or the dashboard or other content will be timely, uninterrupted or error-free without omission, that defects will be corrected, or that the Baraka Platform or its contents are free of infection by computer viruses and/or other harmful or corrupting code, programme, macro and such other unauthorized software, or that the download, installation or use of any systems or content of the Baraka Platform in or with any computer will not affect the functionality or performance of the computer. We are not responsible or liable for the deletion or failure to store any content maintained or posted by or through the Baraka Platform.
18.6 The Baraka Platform may contain links to other websites which are not maintained by us. Similarly, other websites may contain links to the Website. We have no control over such sites and resources, and you acknowledge and agree that we are not responsible for the availability or contents of those websites and will not be liable for any damages or injury arising from the availability or contents of those websites. Any links to other websites are provided as a convenience to you as a user of the Baraka Platform and does not imply our endorsement of the linked website or association with their operators. We disclaim all responsibility and liability, direct or indirect, for any damage or losses (including any virus, spyware, malware, worms, errors or damaging materials contained in the linked sites) caused or alleged to be caused by or in connection with the use or reliance on any such content available on or through any such site or resource, which are accessed and used at your own risks.
18.7 The content of the Baraka Platform is only intended to provide you with general information and is neither an offer to sell nor a solicitation of an offer to purchase any security and may not be relied upon for investment purposes.
18.8 Any commentaries, articles, daily news items, public and/or private chat publications/communications, stock analysis, stock reports and/or other information contained in the Baraka Platform should not be considered, or construed as, professional or investment advice, nor should be relied upon as such. The information contained within any commentaries, articles, daily news items, public and/or private chat publications/communications, stock analysis, stock reports and/or other information contained in the Baraka Platform is not specific to your personal circumstances and should not be taken as advice or recommendation and, before taking any particular action, specific and personal advice must be obtained from an independent advisor of your choice.
18.9 Limitation of Liability: We will not be liable to you for any partial or non-performance of our obligations hereunder by reason of any cause beyond our reasonable control, including without limitation any breakdown, delay, malfunction or failure of transmission, communication or computer facilities, industrial action, act of terrorism, act of God, acts and regulations of any governmental or supra-national bodies or authorities or the failure by the relevant intermediate broker or agent, agent or principal of our custodian, sub-custodian, dealer, market, clearing house, or regulatory or self-regulatory organisation, for any reason, to perform its obligations. Nothing in this Agreement will exclude or restrict any duty of liability we may have to you under the regulatory system (as defined in the DFSA Rules), which may not be excluded or restricted thereunder.
18.10 Indemnity: You will pay to us such sums as we may from time to time require in or towards satisfaction of any debit balance on any of your Accounts with us and, on a full indemnity basis, any losses, liabilities, costs or expenses (including legal fees), taxes, imposts and levies which we may incur or be subjected to with respect to any of your Accounts or any Transaction or any matching Transaction on a market or with an intermediate broker or as a result of any misrepresentation by you on any violation by you of your obligations under this Agreement (including any Transaction) or by the enforcement of our rights.
- FORCE MAJEURE
19.1 In the event of any failure, hindrance or delay in performance of Baraka's obligations under this Agreement where such failure, hindrance or delay arises directly or indirectly from circumstances outside Baraka's control, including, but not limited to acts or regulations of any governmental bodies or authorities or securities exchanges, any delay or changes in the market conditions, settlement system, a custodian refusing to act on Baraka's instructions or the breakdown, failure, disruptions or malfunction of any telecommunications or computer service, except for Baraka's own systems, Baraka will have no liability for any loss or change in the value of the assets in the Regulated Third Party Provider Account or any opportunity lost incurred as a result of above failure or delay.
20.1 Amendments: We have the right to amend the terms of this Agreement. If we make any material change to this Agreement, we will provide you with at least thirty (30) Business Days written notice to you. Such amendment will become effective on the date specified in the notice. For the avoidance of doubt, any amendment to the Subscription Fees will be deemed material. If you do not close your Accounts 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 will apply to your Accounts. Any other amendment must be agreed in writing between us. Unless otherwise agreed, an amendment will not affect any outstanding order or Transaction or any legal rights or obligations which may already have arisen.
20.2 Assignment: Baraka may on thirty (30) days' prior written notice (which may be via email to the email address provided to Baraka by you), assign its rights and/or obligations under this Agreement to a third party selected by Baraka, including by way of merger, consolidation or the acquisition of all or substantially all of Baraka's business and assets relating to this Agreement, provided that; (i) doing so will not adversely affect your rights or obligations under this Agreement; and (ii) the assignee is to Baraka's reasonable satisfaction able to provide an equivalent level of service and regulatory and commercial assurance.
20.3 Notices: Unless otherwise agreed, all notices, instructions and other communications to be provided by us under this Agreement will be given to the address or email provided by you. You will notify us of any changes to your address. All notices, instructions and other communications to be given by you to us under this Agreement will be given in writing using the details below or such other details as may be notified to you from time to time.
Address: Unit GD-PB-04-06-OF-07, Level 6, Gate District Precinct Building 04, DIFC, Dubai, United Arab Emirates (“UAE”)
For the attention of: Legal & Compliance Department
20.4 Electronic Communication: Subject to Applicable Regulations, any communication between us using electronic signatures will be binding as if it were in writing. Orders or instructions provided to us via email or other electronic means will constitute evidence of the orders or instructions provided to us
20.5 Recording of Calls: In order to comply with our regulatory requirements, we are required to record telephone conversations relating to Transactions. You consent to the recording of such telephone conversations and the use of such recordings and/or transcripts from such recordings for any purpose. The recordings and/or transcripts will be our sole property and you acknowledge and agree that they may be used as evidence of the orders or instructions that you provided.
20.6 Our Records: Our records, unless shown to be wrong, will be evidence of your dealings with us in connection with our services. You will not object to the admission of our records as evidence in any legal proceedings because such records are not originals, are not in writing or are documents produced by a computer. You will not rely on us to comply with your record keeping obligations, although records may be made available to you on request at our absolute discretion.
20.7 Your Records: You agree to keep adequate records in accordance with Applicable Regulations to demonstrate the nature of orders submitted and the time at which such orders are submitted.
20.8 Third Party Rights: This Agreement will be for the benefit of and binding upon us both and our respective successors and assigns. You will not assign, charge or otherwise transfer or purport to assign, charge or otherwise transfer your rights or obligations under this Agreement or any interest in this Agreement, without our prior written consent, and any purported assignment, charge or transfer in violation of this clause will be void.
20.9 Time of Essence: Time will be of the essence in respect of all your obligations under this Agreement (including any Transaction).
20.10 Rights and Remedies: The rights and remedies provided under this Agreement are cumulative and not exclusive of those provided by law. We will be under no obligation to exercise any right or remedy either at all or in a manner or at any time beneficial to you. No failure by us to exercise or delay by us in exercising any of our rights under this Agreement (including any Transaction) or otherwise will operate as a waiver of those or any other rights or remedies. No single or partial exercise of a right or remedy will prevent further exercise of that right or remedy or the exercise of another right or remedy.
20.11 Set-off: Without prejudice to any other rights to which we may be entitled, we may at any time and without notice to you set-off any amount (whether actual or contingent, present or future) owed by you to us against any amount (whether actual or contingent, present or future) owed by us to you. For these purposes we may ascribe a commercially reasonable value to any amount which is contingent or which for any other reason is unascertained.
20.12 Partial Invalidity: If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Agreement nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
- GOVERNING LAW AND JURISDICTION
21.1 Governing Law: A Transaction which is 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, including any question regarding its existence, validity or termination, 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 each of the following, as in force from time to time:
(i) DFSA Rules or any other rules of a relevant regulatory authority; and
(ii) All other applicable laws, rules and regulations.
"Associate" means an undertaking in the same group as us, a representative whom we or an undertaking in the same group as us appoints, or any other person with whom we have a relationship that might reasonably be expected to give rise to a community of interest between us and them.
"Baraka Account" means an account opened by you directly with Baraka for the purposes of arranging deals in investments with a Regulated Third Party Provider which will display in aggregate the status of your Regulated Third Party Provider Account(s).
"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 United Arab Emirates
"DFSA" means Dubai Financial Services Authority.
"DFSA Rules" means the subsidiary legislation made under the DIFC Regulatory law 2004 by the Board of Directors of the DFSA or any other law applicable in the DIFC which is administered by the DFSA.
"Execution-Only Basis" means we will convey your instructions to arrange to buy and sell securities through a Regulated Third Party Provider but will not give you advice about the securities and/or any Transactions.
"Financial Instrument" means and includes but is not limited to securities, futures, swaps, forward rate agreements and any other derivative contracts relating to securities, currencies, interest rates or yields, or other derivatives instruments, financial indices, financial measures or commodities;
"Order" means an instruction to buy or sell a Financial Instrument at a price quoted by us as appropriate.
“Payment Account Provider” means as defined in the DFSA Rules
“Payment Initiation Service” means as defined in the DFSA Rules
"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, including but not limited to a US broker-dealer, which is licensed to carry out certain financial service and brokerage services activities including: (a) holding your funds; and (b) the execution of certain transactions that are arranged by Baraka on an Execution-Only Basis and offered to you through the Baraka Platform.
"Regulated Third Party Provider Account" means an account opened by you with a Regulated Third Party Provider.
"Subscription Fee" means the fees that are required to be paid by you to us on a monthly and/or annual basis for the duration of the subscription period.
"Tax" means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any interest or penalty payable in connection with any failure to pay or any delay in paying any of the same).
"Transaction" means any transaction in a Financial Instrument or any other contractual arrangement entered into between you and us.
"United States Resident" means any natural person resident in the United States.
"VAT" means any value added tax, including value added tax as provided for in the United Arab Emirates Value Added Tax Law No. 8 of 2017, and any other Tax of a similar nature.
"Website" means Baraka's website, as amended from time to time, which may be found atwww.getbaraka.com.
SERVICES BARAKA IS NOT PROVIDING
I acknowledge and understand that:
- A. Baraka is not an investment adviser.
- B. I am responsible for determining the suitability of any particular investment strategy, transaction, or security. Baraka has no responsibility for any such determination.
- C. While Baraka operates through its Website or Baraka Mobile Application, it is not a vehicle through which Baraka provides trading advice, and that any information made available through its website services by Baraka does not constitute an individualised recommendation by Baraka to buy, sell or hold a particular security.
- D. That content is not pre-screened by Baraka, is not advice created or provided by Baraka, and does not constitute a recommendation by Baraka to buy, sell or hold any security or securities, and that Baraka does not monitor or supervise any of the third-parties that post content to the public service, and no such third parties are Baraka's supervised persons. Baraka has no responsibility and will have no liability for content or any other third-party content whatsoever.
- E. Unless otherwise agreed to in writing, Baraka does not have discretionary authority over my investing account with the Regulated Third Party Provider or an obligation to monitor, review or make recommendations for the investment of securities in my investing account.
Baraka does not provide tax or legal advice.
RISK DISCLOSURE SCHEDULE
Risk Disclosure Statement
IT IS VERY IMPORTANT THAT YOU READ AND FULLY UNDERSTAND THE FOLLOWING RISKS OF TRADING AND INVESTING IN YOUR SELF-DIRECTED BARAKA ACCOUNT.
The following Risk Disclosure Statement ("Risk Disclosure") is a summary of some of the risks of investing and trading securities and does not disclose all the risks and other significant aspects of trading in securities.
Trading in securities is highly speculative and involves a significant risk of loss. Such trading is not suitable for all investors so you (hereinafter referred to as "the Client", "you, "your") must ensure that you fully understand the risks before trading. You should carefully consider your investment goals, level of experience, and risk appetite. Your potential liability is unlimited and there is a possibility that you can lose some or all of your initial investment and any profit and therefore you should not invest money that you cannot afford to lose. While this is an individual matter, typically an investor should risk no more than 10 percent of his or her liquid net worth–and, in many cases, they should risk less than that. For example, if 10 percent of your liquid net worth represents your entire retirement savings, you should not use that amount to buy and sell securities.
Baraka Financial Limited (hereinafter referred to as "Baraka", "we", "our") wishes to emphasize that all investments carry risk, and that past results are not necessarily indicative of future results. You should not deal in securities unless you understand the nature of the contract you are entering into and the extent of the exposure to risk. You should also be satisfied that the investment is suitable for you in the light of your circumstances and financial position.
Baraka encourages its Client to invest carefully, and you should undertake such transactions only if you understand the nature of the trading which you engage in and the extent of your exposure and risk.
USE OF SELF-DIRECTED TRADING ACCOUNTS
All Client accounts are self-directed. Accordingly, Clients are solely responsible for any and all orders placed in their Baraka Account and understand that all orders entered by them are unsolicited and based on their own investment decisions or the investment decisions of their duly authorized representative or agent. Consequently, any Client of Baraka agrees that neither Baraka nor any of its employees, agents, principals or representatives:
- provide investment advice in connection with a Baraka Account;
- recommend any security, transaction or order;
- solicit orders;
- act as a market maker in any security;
- make discretionary trades; and
- produce or provide research. To the extent research materials or similar information is available through www.getbaraka.com or the websites of any of its affiliates and its mobile application, these materials are intended for informational and educational purposes only and they do not constitute a recommendation to enter into any securities transactions or to engage in any investment strategies.
GENERAL RISKS OF TRADING AND INVESTING
In consideration of Baraka agreeing to arrange deals in investment and provide regulated financial services to you under the terms and conditions of the customer agreement between us, and the customer agreement between you and the Regulated Third Party Provider (as defined in the terms and conditions) you acknowledge, understand and agree that:
No Investment Advice
That neither Baraka nor its affiliates provide any trading or investment advice. Our affiliate, Baraka Technology Services Ltd provides technology, technology support and administrative services, and it does not offer trading or investment advice or recommend the purchase or sale of any securities. Therefore, Clients need to depend on their own understanding and knowledge of the details of trading and investing in order to handle situations that may arise, including the consultation of their own advisors as they deem appropriate.
No guarantees of profit
There are no guarantees of profit nor of avoiding losses when trading in securities. You have received no such guarantees from Baraka or from any of our representatives. You are aware of the risks inherent in trading in securities and financially able to bear such risks and withstand any losses incurred.
The contents of any information, research or report provided should not be construed as an express or implied promise, as a guarantee or implication that you will profit from the strategies herein or as a guarantee that losses in connection therewith can or will be limited.
Suspension of Trading
Under certain trading conditions it may be difficult or impossible to liquidate a position. This may occur, for example, at times of rapid price movement if the price rises or falls in one trading session to such an extent that under the rules of the relevant exchange trading is suspended or restricted. Placing a stop order will not necessarily limit your losses to the intended amounts, because market conditions may make it impossible to execute such an order at the stipulated price.
A stop market order is an order, placed with your broker, to buy or sell a particular stock at the market price if and when the price reaches a specified level. Stop orders are often used by traders in an effort to limit the amount they might lose. If and when the market reaches whatever price you specify, a stop order becomes an order to execute the desired trade at the best price immediately obtainable. There can be no guarantee, however, that it will be possible under all market conditions to execute the order at the price specified. In an active, volatile market, the market price may be declining (or rising) so rapidly that there is no opportunity to liquidate your position at the stop price you have designated. Under these circumstances, the broker's only obligation is to execute your order at the best price that is available. Therefore, stop orders may reduce, but not eliminate, your trading risk.
Risks of Investing in stocks
Investments always entail some degree of risk. You should aware that:
- Some investments in stock cannot easily be sold or converted to cash. Check to see if there is any penalty or charge if you must sell an investment quickly.
- Investments in stock issued by a company with little or no operating history or published information involves greater risk than investing in a public company with an operating history and extensive public information.
- Stock investments are not federally insured against a loss in market value.
- Stock you own may be subject to tender offers, mergers, reorganizations, or third-party actions that can affect the value of your ownership interest. Pay careful attention to public announcements and information sent to you about such transactions. They involve complex investment decisions. Be sure you fully understand the terms of any offer to exchange or sell your shares before you act. In some cases, such as partial or two-tier tender offers, failure to act can have detrimental effects on your investment.
Mobile Application Trading
There are risks associated with utilizing mobile application trading system including, but not limited to, failure of hardware, software and internet connection. One result of such a failure may be that your order is either not executed according to your instructions or is not executed at all.
We will have no liability or duty of indemnification for any claims, losses, damages, costs or expenses, caused, directly or indirectly, by any malfunction or failure of any transmission, communication system, computer facility or trading software, whether belonging to Baraka, the client, any exchange or any settlement or clearing system, and/or for any third party violations and/or from any actions or events outside our control. Furthermore, we are not responsible for the breach of internet security with respect of your account.
Before you begin to invest, you should ensure that you understand all commissions, fees and other charges for which you will be liable. If any charges are not expressed in the fee terms you should obtain a clear written explanation, including appropriate examples, to establish what such charges are likely to mean in specific money terms.
You are obligated to keep passwords secret and ensure that third parties do not obtain access to your mobile application account. You will be liable for trades executed by means of your password even if such use may be wrongful.
Modifications to the Risk Disclosure Statement
We reserve the right to change this risk disclosure statement at any time by posting revisions on this website. Such changes will be effective upon posting. We advise you to check our website frequently to review any changes to this risk disclosure statement.
Transactions in other Jurisdictions
If you deal with transactions on markets in other jurisdictions including markets formally linked to a domestic market, you may be exposed to additional risk. Such markets may be subject to regulation which may offer different or diminished investor protection. Before you trade you should inquire about any rules relevant to your particular transactions. Your local regulatory authority will be unable to compel the enforcement of the rules of regulatory authorities or markets in other jurisdictions where your transactions have been affected.
CONFLICTS OF INTEREST
CONFLICTS OF INTEREST
This document sets out Baraka Financial Limited's ("Baraka") obligation to effectively manage the conflicts of interest that may arise where it provides services to you in the course of carrying on regulated activities. This document is not intended to create third party rights or duties or form part of any contractual agreement between Baraka and you.
A conflict of interest arises when the interests of Baraka (including its Directors, employees' certain persons directly or indirectly connected to Baraka) or another client conflict with the interests of its clients to whom Baraka provides arranging deals in investment services.
The DFSA Rules require Baraka to manage conflicts of interest fairly, both between itself and its clients and between a client and any other client. These requirements include:
- 1.1. Identification of conflicts: Baraka is required to take all reasonable steps to identify conflicts of interest between itself and its clients, and between a client and another client, whose existence may entail a material risk of damage to the interest of that client;
- 1.2. Managing conflicts: Baraka 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;
- 1.3. Record of conflicts: Baraka is required to keep and maintain a record of the kinds of service or activity carried out by Baraka in which a conflict of interest that entails a material risk of damage to the interest of its clients has arisen or may arise;
- 1.4. Disclosure of conflicts: Before providing services to a client, Baraka 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 Baraka's organizational and administrative arrangements; and
- 1.5. Conflicts Policy: Baraka is required to establish, implement and maintain a conflict of interest policy.
Please note that Baraka does not act as an investor, placement agent, underwriter, distributor, remarketing agent, structurer, investment manager, investment advisor, commodity trading advisor, commodity pool operator, municipal advisor, market maker, or trader and does not produce any proprietary research.
Baraka plainly discloses that it only arranges deals in investment and does not provide investment advice. In addition, Baraka does not provide advice or solicitations to cause a client to seek to dispose of, retain or increase a position in one or more securities. There are no "material conflicts of interest" between Baraka and clients that may arise in connection with Baraka's performance of services for clients.