4T S.A.L. Terms and Conditions

1. Preamble

The undersigned, (hereinafter the “Client”) requests from 4T S.A.L, (hereinafter the “Company”) to open one or several accounts and to provide him/her with securities services. These securities services are subject to the following terms and conditions as well as to the provisions of Law No. 234 dated June 10, 2000,regulating the financial intermediation profession(as may be amended), which requires, among others, the signature of an agreement between a financial institution and a client for purposes of conducting brokerage activities (the “Contract”). These securities services are also subject to Law No. 161 dated August 17, 2011, (regulating financial markets, the Capital Markets Authority (“CMA”) regulations and, in particular, the CMA Business Conduct Regulation Series 3000 dated November 10, 2016) as well as the mandatory terms and conditions of any applicable laws, regulations or practices. In the event of any inconsistency between the provisions of such laws, regulations or practices and those of this Contract, the provisions of this Contract shall prevail with the exception of provisions that are mandatory to the Company in the aforementioned laws and regulations.

The following documents address one or more aspects of the 4T SAL-Client relationship and they are therefore indexed to the Contract. Unlike the general terms, they are more specific to certain areas. However, they are incorporated by reference to these terms of business and form part of the Client’s contractual relationship with 4T SAL.

• a) Risk Disclosure Statement
• b) Order Execution Policy
• c) Privacy Policy

2. Definitions

For the purpose of this Contract, the following terms have the meanings set forth below, unless otherwise required by context:

“Account(s)” means all and any of the Client’s accounts on the books of the Company, opened or which might be opened for the purchase, sale, and/or any other dealings in Securities or in connection therewith;

“Assets” means cash amounts and/or securities and/or Contract for Difference (CFD) products as determined, by the Company, to be eligible for constituting Margin Coverage for the use of the Company’s margin facility and that should be maintained in the Account as Margin;

“Business Day” means a day on which the Company is open for general business in Lebanon and on any other day a transaction is to be undertaken that involves another financial institution in another country, specifically the principal financial center of that country;

“Company” means a financial intermediation company incorporated under the laws of Lebanon, registered in the Beirut Commercial Registry under number 1026529, whose registered office is located in Saifi, Plaza 5th floor, Beirut Central District, Lebanon, and that is duly licensed by the Capital Markets Authority under Number 32 to conduct dealing and advising activities.

“Contract” means the present client agreement and its terms of business, as amended or supplemented by the Company from time to time;

“Default Debit Interest Rate” means the highest rate charged by the Company on overdrawn accounts, and debtor amounts, as set and as amended from time to time, at the Company’s sole discretion and in accordance with its usual practice;

“Event of Default and Termination Events” means any one of the events described as such in the Contract;

“Execution-Only” means orders to buy or sell Securities given by the Client on its own initiative and for which the Client did not receive advising services from the Company;

“Instruction” means any demand, instruction, order or request addressed and delivered by the Client or Client’s representative(s) to the Company in accordance with the provisions of this Contract and the “Letter concerning Instructions by Telephone Email , Electronic applications , and Fax”;

“Margin Facility” means such amounts, as provided from time to time by the Company to the Client in order to facilitate the client’s trading and as calculated as well as amended by the Company from time to time;

“Margin Coverage” means the amount or size of Assets, as determined by the Company from time to time in accordance with its usual practice. The Margin Coverage is to be maintained, at all times, as security for the Client’s debts and liabilities arising under or in connection with the transactions in Securities;

“Securities” means tradable assets including but not limited to: Foreign Exchange, Contract for Difference, bonds, certificates of deposit, convertibles, currencies, debentures, derivatives, funds, money market instruments, notes, shares, stocks, structured products, units of mutual funds. These also include other commodities and securities as well as any certificates, futures, options, receipts, warrants and other instruments evidencing or representing rights to purchase, receive and subscribe for the same or evidencing or representing any other interests or rights therein or in any property, as determined by the Company, at its sole discretion, from time to time, as eligible for trade or for constituting the Assets;

“Counterparty” means a financial institution that provides the execution of the clients’ dealings, instructions and orders. The counterparties may make the market and assume the risk on their part and make decisions to cover these deals into the exchange, OTC market or remain as a principal.

"Services" refers to the services offered by the Company, from time to time, which include dealing and advising services.

3. Scope of the Contract

The Client agrees that these terms shall govern his/her relationship with the Company in respect to the Client’s dealings with Securities.

4. Date and Validity

This Contract is entered into between the Company and the Client on the day of submitting the online request to open an account The day of the submission is the effective date and shall remain in full force and effect unless otherwise terminated in accordance with the terms.

Entering this agreement shall not constitute a binding obligation for the Company to make available any kind of dealing, service or transaction on Securities to the Client unless such dealing, service or transaction is explicitly approved by the Company beforehand in accordance with the Company’s policies and procedures and particularly with respect to futures transactions, margin trading and options.

5. Types of Accounts

Unless it is specifically agreed upon, the company shall deal with all accounts on execution-only basis.

• 5.1. Execution-Only Account

  The Company will, in respect of each transaction, investment or position, deal with the Client on an Execution-Only basis. The Company will not advise on the merits of that transaction, nor will it advise on the position, investment, the taxation or other consequences thereof. Furthermore, the Company will have no duty to assess the suitability of the financial products to the Client’s financial situation in accordance with applicable CMA regulations.

  In instructing the Company to enter into any transaction, position or investment, the Client represents that he/she has been solely responsible for making his/her own independent appraisal and investigations into the risks of the transaction, position or investment. The Company gives no warranty to the Client as to the suitability of the Securities traded under this Contract and assumes no fiduciary duty in its relation with the Client.

  The Company may, from time to time, provide the Client and other clients who receive execution-only services with general trading information, independent research, market commentary, third-party recommendations or other data, facts or information. The Company does not vet this information and it provides them to the best of its knowledge. These activities are incidental to the Company’s relationship with the Client and are provided solely to enable the Client to make informed independent decision. The Client hereby understands and agrees that the Company does not produce the information with the intent of impacting the Client’s investment or trade decisions. Therefore the Client agrees to release the Company from any liability for losses or harm he/she may incur as a result of entering into any transaction.

• 5.2. Advisory Account

  The Company shall, upon request from the client,( which is not classified as a professional client as per CMA regulations)assess the suitability of the financial products to the Client’s financial situation and in accordance with applicable CMA regulations. The Client shall promptly notify the Company, in writing, of any changes in experiences and investment objectives that may affect the suitability of the investments to the profile of the Client.

  In reviewing the suitability of advice or a transaction for a Client, the Company shall have regard, among other matters, to the following:

  • - The Client’s knowledge and understanding of the securities and markets subject matter, of the advice and of the risks involved;
  • - The Client’s financial position including his/her income, his/her net worth and the value of his/her portfolio;
  • - The Client’s experience with investments in securities markets;
  • - The Client’s investment objectives, time horizon and risk tolerance; and,
  • - The Client’s personal situation, including age and number of dependents.

  If the Company advised the Client that the potential transaction is not suitable for him/her and the Client decides to proceed with it, the Company may accept an order issued by the Client to buy or to sell the financial product, provided that a record of the advice given to the Client is retained.

  Where the Company does provide trading recommendation, market commentary or other information, the Company gives no representation, warranty or guarantee as to the tax consequences of any transaction, position or investment. The Company does not make any commitments as to the time of receipt by the Client. The Company cannot guarantee that the Client will receive such information at the same time as other clients.

• 5.3. Dealing as Principal or Agent

  • 5.3.1 In relation to any instructions to enter into a deal, position or order, we will effect such instructions as a principal counterparty, unless it is expressly agreed to enter as agent between the client and other counterparties.

  • 5.3.2 The client shall, unless otherwise agreed in writing, enter transactions as principal client. If the Client acts as an agent, regardless of whether they have identified the principal to us, we shall not be obliged to accept the said principal as a client, and consequently, the Client agrees that we shall be entitled to consider him/her as our customer and the beneficiary owner of the account in relation to any transaction.

  • 5.3.3 The company shall execute the Client’s deals and orders at the prevailed fair market price or at the nearest price available to it at the time of the execution, regardless of whether the Client is acting as principal or agent.

  • 5.3.4 When executing the Client’s order through external counterparties is explicitly agreed upon, the Client may become subject to other business terms and conditions of such parties.

6. Application and Client Profile Form

The Client certifies that the information contained in this application accepted by the Client is accurate and he/she undertakes to update such information whenever any change occurs. The Client acknowledges that the Company is relying on such information in its relationship with the Client and he/she is requested to act in conformity with such information. The Client agrees that such information is regarded by the Company as indicative and that the Company will have no liability if the Client does not abide by such information or permits the Client to transact whether or not in conformity with such information. Notwithstanding the foregoing, the Client acknowledges that the Company shall have the right to take any measure it deems appropriate should it consider that such information is inaccurate or is no longer applicable. The Client certifies that the investment profile figures and other figures, if any, mentioned in his/her application are indicative and that the Company is not requested to undertake any action should these figures have not been or are not abided by. In all cases the Company must request from the Client an update of his/her information regularly and whenever a material change occurs. If the Client refuses to provide the required information, the Company must not provide Securities business Services to the Client.

7. Know Your Customer - "KYC" Obligations

The Client undertakes to comply with all “know your customer” or similar identification procedures requested from time to time by the Company. As such, and upon request by the Company, the Client shall promptly supply, or procure the supply of, such documentation and other evidence, as is requested by the Company, in order for the Company to carry out and to be satisfied with all necessary “know your customer” or with other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in, or pursuant to this Contract.

8. Credit Review

The Client authorizes the Company or any legal or regulatory authority to make an investigation of his/her personal and business credit if and when deemed necessary. Furthermore, the Client undertakes, whenever required, to provide the Company with any information it requests regarding the activities, businesses and operations of the Client. The Client authorizes the Company to request from any bank or financial institution with which the Client maintains a banking or financial relation such information regarding the personal and business accounts as well as the financial condition of the Client as the Company may deem necessary, at its sole and absolute discretion.

9. FATCA

The Company is required to comply with the non-U.S. account provisions of United States law that are generally known as “FATCA”. The objective of FATCA is to combat tax evasion by U.S. persons who invest directly in offshore accounts or indirectly through ownership of foreign entities. In compliance with the reporting requirements imposed under FATCA, as may be amended from time to time, and any other applicable reporting requirements imposed on the Company, from time to time, the Client, if and when he/she becomes subject to FATCA, undertakes to disclose to the Company, upon its first request, any information and/or provide any documentation that may be required under any U.S. (including FATCA) or Lebanese law, from time to time, in order to confirm its U.S. status, and to promptly update such information as and when it becomes untrue or as and when requested by the Company. The Client hereby expressly and irrevocably waives the provisions of the banking secrecy law on his/her Account(s) and allows and authorizes the Company to disclose to the U.S. Treasury or any other U.S. fiscal authority any and all information they demand related to his/her bank account(s), from time to time. Moreover, the Client irrevocably and expressly authorizes the Company to deduct from its Account(s) balance(s) to make necessary withholdings for as long as the Account(s) is/are deemed non-compliant with FATCA. Additionally, the Client releases the Company of any liability resulting from the information supplied and withholding on payments to the Account(s) and confirms that the Company is not liable for any consequences arising directly or indirectly from any disclosure or withholding related to the foregoing.

10. Client’s Acknowledgments, Representations, Undertakings and Warranties

Each of the Client’s acknowledgements, agreements, representations, undertakings and warranties below shall be maintained correct and complied with by the Client, in all aspects, at the occasion of each and every transaction conducted with the Company. The Client understands that the Company is entering into and executing such transactions in reliance on such acknowledgements, representations, undertakings and warranties. Therefore, the Client undertakes to immediately notify the Company upon any change. As such, the Client acknowledges, agrees, represents, undertakes and warrants to the Company that:

General Representations and Warranties applicable to all types of accounts:

• 10.1. The Client has fulfilled and will fulfill all acts, authorizations and conditions required by the laws of the Client’s domicile, nationality and place of residence in order to enable the Client or his/her representatives to enter into and exercise his/her rights as well as perform his/her obligations under any agreement or transaction with the Company and to ensure that his/her obligations are binding, legal and valid;
• 10.2. Other than the security established in favor of the Company, The Client is the beneficial owner, free from encumbrances, of the Assets and will be the beneficial owner, free from encumbrances, of all Assets which are or hereafter may become subject to the terms or the transactions carried on in the Accounts;
• 10.3. No Event of Default and no potential Event of Default is outstanding or might result from the making of any agreement or transaction with the Company;
• 10.4. No event is outstanding which constitutes or might constitute an Event of Default under any agreement, decree, document, judgment, law, order or regulation which is binding on the Client or any of his/her respective subsidiaries (if a corporate entity) to an extent or manner which might have a material adverse effect on the Client’s or any of his/her respective subsidiaries’ business or financial condition, neither on the ability of the Client to perform his/her obligations towards the Company nor to carry his/her investment objectives;
• 10.5. No major administrative procedures, arbitration or litigation are current or pending or, to the Client’s knowledge, threatened, which might, if adversely determined, have a material adverse effect on the Client’s business or financial condition or the Client’s ability to perform his/her obligations towards the Company or to carry his/her investment objectives;
• 10.6. All information and documents presented, or which may be presented by the Client to the Company are correct and true and no facts have been concealed. Otherwise, this may adversely affect the Company’s decision to enter into any agreement or transaction with the Client or to advise on or execute any transaction on Securities for the Client;
• 10.7. The Client is acting for his/her own account and is entering and will enter into his/her agreements with the Company and the transactions contemplated in such agreements as principal and not as agent of any person or entity;
• 10.8. The Client has read, understood and taken independent accounting, legal and tax advice on the implications of this Contract and he/she will do so for each and all agreements and transactions that the Client may enter with, or request from, the Company;
• 10.9. Each agreement entered by the Client with the Company, as well as the execution of the operations and transactions contemplated therein, do not and will not contravene any law, regulation, judicial or official order or instructions of any governmental authority; neither conflict (if a corporate entity) with the constitutional documents, charters or bylaws or any other document of the Client; nor conflict with any contract, document or obligation which is binding upon the Client;
• 10.10. The Client shall promptly provide the Company, at the Company’s first request, with such financial or other information, instruments or documents as to the legal and financial situation as well as to the affairs of the Client and his/her subsidiaries (if a corporate entity) as may be requested by the Company at any time and at its sole and absolute discretion;
• 10.11. The claim of the Company against the Client under the Contract and/or any transaction or investment, if unsecured, will rank at least pari passu with the claims of all the Client’s other unsecured and unsubordinated creditors, except for those whose claims are preferred solely by any bankruptcy, insolvency liquidation or other similar laws of general application;
• 10.12. The Company shall not accept the investment of funds by natural persons or entities acting, directly or indirectly, in contravention of any applicable anti-money laundering regulations or other regulations or conventions of the Republic of Lebanon or other international jurisdictions.
  Moreover, the Company shall not accept the investment of funds by natural persons or entities acting, directly or indirectly on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that are included on any relevant lists maintained by the United Nations, the Financial Action Task Force, the United States Office of Foreign Assets Control and/or the United States Securities and Exchange Commission, all as may be amended ("Prohibited Investment"). The Client represents and warrants that the funds to be deposited in the Account(s), whether made on his/her behalf or, if applicable, as an agent, trustee, representative, intermediary, nominee, or in a similar capacity on behalf of any other person or entity, nominee account or beneficial owner, whether a natural person or entity (each an "Underlying Beneficial Owner"), are not derived from illegal or illegitimate activities and do not constitute a Prohibited Investment, and the Client further represents and warrants that he/she will promptly notify the Company of any change in his/her status or the status of any Underlying Beneficial Owner(s) with respect to his/her representations, warranties and undertakings regarding Prohibited Investments;
• 10.13. The Company is subject to anti-money laundering statutes, regulations and conventions of the Republic of Lebanon or other international jurisdictions, and the Client, hereby, agrees to execute instruments, provide information or perform any other acts as may reasonably be requested by the Company for the purpose of: (a) carrying out due diligence as may be required by applicable law to establish the identity of (1) the Client, (2) any Underlying Beneficial Owner(s) of the Client and (3) any investors, partners, members, directors, officers, beneficiaries or grantors of the Client, and any Underlying Beneficial Owner(s) of such investors, partners, members, directors, officers, beneficiaries or grantors, as applicable; (b) maintaining records of identities, or verifications or certifications as to identities; and (c) taking any other actions as may be required to comply with and remain in compliance with anti-money laundering or related statutes, regulations or conventions applicable to the Company or any of its activities;
• 10.14. The Client shall promptly provide the Company, at the Company’s first request, with any collateral, disclosure or documents. The Client shall promptly provide such security that the Company may require for any indebtedness and shall deliver and execute to the Company such further documents and instruments as the Company may deem desirable in obtaining the full benefits of any agreement, and the powers and rights therein granted;
• 10.15. The Client will promptly meet all calls, margin calls, requests through Trading Systems or such demands as made by the Company when deemed necessary;
• 10.16. The transactions contemplated by the Client may be governed by foreign jurisdictions, laws and rules and the Client hereby accepts all consequences and risks in this respect;
• 10.17. The Client shall promptly notify the Company upon becoming aware of the details of any administrative proceedings, arbitration, circumstance, event or litigation which are current, pending or threatened and which might, if adversely determined, have a material adverse effect on the financial condition of the Client or on the ability of the Client to fulfill his/her obligations towards the Company;
• 10.18. The Client will inform his/her authorised representative(s), if so exist, of the content of the present Contract. Therefore, the Company assumes that such representative(s), by acting on behalf of the Client, are aware of this Contract and their acceptance to abide by it;
• 10.19. The Company shall have the right to present this Contract, at any time, to any notary public for the purpose of giving the Contract true date;
• 10.20. The Client will pay all sums when due and will pay any unpaid sum of any transaction or Asset upon first demand;
• 10.21. In case the Client wishes to invest in certain collective investment schemes, funds and open-ended investment companies or to invest in certain structured products, the Company, for the purpose of acting on the Client’s behalf, may be required to complete formal subscription documentation which will contain various representation, statements, undertakings and warranties to be provided on the Client’s behalf and the Client hereby agrees to the release of such representation, statements, undertakings and warranties and agrees to be bound by them at all times;
• 10.22. The Client understands the nature and extent of investment risks which may vary. Moreover, the Client understands that many of these risks overlap, are correlated or related to one another or that they are subsets of more general risks. The Client is aware that these investment risks will vary with the type of investment being made, with the needs and objectives of particular investors, with the manner in which a particular investment is made or offered, sold or traded, with the location or domicile of the issuer, the diversification or concentration in a portfolio (e.g. the amount invested in any one currency, Security, country or issuer) and finally these investment risks will also vary with the complexity of the transaction and the use of leverage;
• 10.23. Concentration of investments is of higher risk and such concentration leads to substantial risks of loss. Therefore the Client acknowledges that it is not recommended to have substantial concentration in his/her portfolio and waives any liability on the Company in this respect, whether or not the Company allows the Client to have such concentration;
• 10.24. The Company shall have the right and is hereby authorised to commingle and merge the titles and rights deposited in the accounts of its clients whether at the Company or at the Company’s counterparties;
• 10.25. The Client consents to transactions whereby the Company, its directors, officers, employees, affiliates or subsidiaries, acting on the Client’s behalf in any transaction, may be on the opposite side of orders for purchase or sale of Securities placed for such Client’s Account;
• 10.26. The Client acknowledges that clients’ money will be pooled in an account segregated from the Company’s account that may or may not bear interest. Even if the account shall bear interest, the Company shall not pay interest on any of the Clients’ money held through such account. Additional Specific Representations and Warranties applicable to Execution-only accounts:
• 10.27. The Company is not acting as a fiduciary for, or on an advisory basis to the Client. By entering into any transaction with the Company, the Client will be relying on his/her own judgment and that of other advisors as he/she may have;
• 10.28. The Client is and will be capable of assessing the merits and understanding, on his/her own behalf or through independent professional advice, of the conditions, terms and risks of the operations and transactions associated with dealing with Securities, particularly margin trading, options and futures transactions, and he/she is and will be capable of assessing his/her capacity of assuming these risks;
• 10.29. The Client is familiar with all the operations and transactions on Securities contemplated by the Client and has the necessary investment experience and knowledge required for the operations and transactions in Securities contemplated by the Client and therefore shall advise the Company in writing of any changes in experience and investment objectives;
• 10.30. The Client understands that he/she is requested by the Company to consider not undertaking transactions on Securities unless the Client fully understands the nature of the contracts and contractual relationship into which he/she is entering as well as the extent of his/her exposure to risk. The Client shall carefully consider whether such transactions and contracts are appropriate for him/her in light of his/her experience, financial resources, investment knowledge, objectives and other relevant circumstances;
• 10.31. The Client is solely responsible and fully assumes all the consequences, losses, results and risks of the transactions contemplated by him/her. The Company, its agents, directors, employees, officers or partners shall not be responsible for any losses that the Client may incur or any failure to obtain investment gains from the operation of the Account;
• 10.32. The Client will not instruct the Company to carry out a transaction unless the Client is perfectly familiar with all the rules applicable to the markets and to such transaction.
• 10.33. We do not advise on the merit or perils of a particular transaction. We seek to provide information as to the best of our knowledge, however there are no warranty or guarantee as to the accuracy of the information provided about any security. The Client shall check and verify the information and do an independent research before entering into a trade.

11. Opening of Accounts

• 11.1. The opening of an Account with the Company is subject to the approval of the Company and the completion of any documentation required by the Company. The continued availability of any Service shall be subject to the Company’s consent, at its sole discretion, and to the fulfillment by the Client of such conditions as the Company may require.
• 11.2. Accounts and sub-Accounts will be opened in the name of the Client in the Company’s books affected to the transactions carried out on Securities, in such types and such local or foreign currencies as may be needed.
• 11.3. The Client authorizes the Company to open such Accounts, to credit and to debit to the relevant Account: (1) such deliveries, funds, instruments, payments related to the transactions contemplated therein; (2) the settlement of the Securities charges, commissions, fees, interests, margin calls and purchase orders due to the Company or its correspondents; (3) income, interests, proceeds losses and profits pertaining to transactions in Securities; and (4), in general, any amount due or to be received by the Client as a result of the transactions carried out on the Accounts.
• 11.4. The Company may accept or refuse any bank transfer made in favor of the Client, without having to revert to the Client or to request his/her authorization.
• 11.5. The Company shall have the right to reverse any entry in the Account that is (1) recorded by error or priced incorrectly; or (2) pursuant to an uncollected negotiable instrument; or (3) the result of any transfer that has been revoked by the orderer or the correspondent financial institution; or (4) resulting from forged cash money or commercial papers; or (5) that is the result of an act of forgery, fraud, money laundering or any other act in violation of the law.
• 11.6. The Account shall be automatically transferred to the name of any new company with which the corporate Client merges and to any other bank or financial institution with which the Company merges. However, the Company saves the right to consider such merger to be an Event of Default and Termination Events.
• 11.7. The Company may, without notice, debit the Account for any sums due by the Client to the Company or to the Company’s correspondents or counterparties.
• 11.8. The Company shall be entitled, at any time and without the need to justify its decision, to close any Account and to demand immediate payment of all sums due by the Client.
• 11.9. The Company may, at any time and at its sole and absolute discretion, request confirmation of executed Instructions by transmitting to the Client a confirmation of execution showing the details of the transaction executed by the Client pursuant to such Instruction. This confirmation of execution and all the details of the transaction contained therein shall be considered true and valid unless truly and validly objected thereto in writing within four (4) business days as of the statement issuance date.
• 11.10. An electronic statement of Account will be issued by the Company on a monthly basis and shall be considered with all details contained therein as true and valid unless truly and validly objected thereto in writing within eight (8) business days as of the statement issuance date.
• 11.11. Any limits for the Client’s account (including margin requirement, leverage, credit facilities) will be set and varied from time to time with regard to the Client’s credit status and, where applicable, the amount of funds deposited by him/her with the Company which may, at their sole and absolute discretion apply a limit to:
  • a) The size of any transaction or series of transactions that the Client may enter into: and
  • b) The amount of any loss or liability to which the Client may be exposed.

12. Joint Account / Joint and Several Liability

• 12.1. Joint Account (and)
  • 12.1.1. All duties, liabilities and obligations of each Client towards the Company shall be joint and several and shall bind each Client.
  • 12.1.2. The Company may take Instructions and confirmations of transactions and of statements of Accounts from any one of the Clients, unless otherwise notified in writing by any one of the Clients, in which case the Company reserves the right to either refuse to take subsequent Instructions or to request that Instructions and operation of the Account be, until further joint notice, made by all Clients jointly and in writing only. Accordingly, where any Instructions, acknowledgments or confirmations are to be given by joint Clients, it shall be sufficient if such is given on behalf of the Clients by one of the Clients only. The Company may then rely on such Instructions, acknowledgments or confirmations as if the same were given by each of the joint Clients. In case of conflicting Instructions, demands, notices or requests the Company shall have the right not to execute such conflicting Instructions, demands, notices or requests until agreement of all Clients.
  • 12.1.3. Unless otherwise notified in writing by any one of the Clients as per the above, each of the Joint Account holders is solely entitled, and with no need for authorization from the other co-holders, to operate, utilize and dispose of part or all of the Account including, without limitation, closing the Account and converting its currency as well as conducting on the Account all types of transactions compatible with its nature and this Contract.
  • 12.1.4. In all cases and notwithstanding anything to the contrary in this Contract, notwithstanding also any instruction to the contrary made by any Client, the Company may give confirmations, margin calls, statements or other information or correspondence about the Account to any one of the Clients, in which case the Company will be considered to have given it to all joint Clients.
  • 12.1.5. In the event of litigation between the co-holders regarding the Account, the Company shall have the right to block the Account from the date of its notification of the said litigation until an enforceable judgment is rendered without prejudice to the Company’s other rights and remedies regarding any liabilities or indebtedness due to the Company.
  • 12.1.6. The Joint Account (and) cannot be utilized by an appointed representative unless his/her appointment was approved by all the co-holders and unless such appointment
  • 12.1.7. If one of the Joint Account holders dies, the Company shall have the right to either apply the provisions of section “Acceleration and Enforcement” of this Contract or continue dealing with the surviving Account holder(s).
  • 12.1.8. If the Company chooses to apply the provisions of section “Acceleration and Enforcement” of this Contract and if, after such application, the Account shows a credit balance, all Assets and property in the Account shall be split and distributed among the surviving Account holders and the heirs of the deceased Account holder in accordance with the certificate of inheritance for the heirs (e.g. in the case of 3 Account holders the credit balance will be split into 3 portions, one for each surviving Account holder and the third for the heirs). If, after application of section “Acceleration and Enforcement” of this Contract, the Account shows a debit balance then all surviving Account holders and heirs of the deceased Account holder will be jointly and severally liable to repay the Company the indebtedness.
  • 12.1.9. If the Company chooses to continue dealing with the surviving Account holder(s), then the Company will split the Account between the surviving Account holder(s) and the heirs of the deceased Account holder. In such case, the Company will apply the provisions of section “Acceleration and Enforcement” of this Contract to the portion of the heirs of the deceased Account holder. Moreover, if, after such application, the portion of the heirs shows a credit balance, such balance will be distributed among their heirs in accordance with the certificate of inheritance. In case it shows a debit balance in favor of the Company, they will be liable jointly and severally with the surviving Account holders to repay the Company the indebtedness.
  • 12.1.10. If the Company chooses to continue dealing with the surviving Account holder(s), then the Company will require him/her/them to sign new Account documentation and to open a new Account with a new ID number.
• 12.2. Joint Account subject to Law on Joint Accounts dated December 19, 1961 (And/Or)nnnnnnnnnnnnnnnnnnnn
  • 12.2.1. All duties, liabilities and obligations of each Client towards the Company shall be joint and several and shall bind each Client.
  • 12.2.2. Where any acknowledgments, confirmations or Instructions are to be given by joint Clients, it shall be sufficient if such is given by only one of the Clients. The Company may rely on such acknowledgments, confirmations or Instructions as if the same were given by each of the joint Clients. In case of conflicting Instructions, demands, notices or requests, the Company shall have the right to not execute such conflicting Instructions, demands, notices or requests until agreement of all Clients.
  • 12.2.3. The Company may give confirmations, margin calls, statements or other information or correspondence about the Account to any one of the Clients, in which case the Company will be considered to have given it to all Clients.
  • 12.2.4. Each of the Joint Account (And/Or) holders is solely entitled, and with no need for authorization from the other co-holders, to operate, utilize and dispose of part or all of the Account including, without limitation, closing the Account and converting its currency and conducting on the Account all types of transactions compatible with its nature and this Contract.
  • 12.2.5. The Company is not bound to inform the Joint Account (And/Or) holders of the operations conducted by any one of them or to accept any request to deprive any of the account holders from his/her right to utilize the Joint Account (And/Or).
  • 12.2.6. In the event of litigation between the co-holders regarding the Account, the Company is bound to block the Account from the date it was notified of said litigation and until an enforceable judgment is rendered. This shall take place without prejudice to the Company’s other rights and remedies regarding any liabilities or indebtedness due to the Company.
  • 12.2.7. Holders of the Joint Account (And/Or) declared , further to their review of Article 3 of the Joint Accounts Law dated December 19, 1961, which provides for the following: “Upon the death of any holder of the Joint Account, the co-holder(s) shall dispose freely, in an absolute manner, of the entire account. In this case the Bank shall not give any information to the inheritors of the deceased co-holder, and there shall be no exception to this rule unless explicitly provided for in the opening of the account contract.” that they have agreed on not granting the Company the right to give to the inheritors of the deceased co-holder information on the Joint Account (And/Or), unless they otherwise notify the Company in a written statement signed by all the Account holders.
  • 12.2.8. The Joint Account (And/Or) cannot be utilized by an appointed representative unless his/her appointment is approved by all the co-holders. Such appointment refers to the Joint Account (And/Or) and explicitly specifies the powers of such representative.
  • 12.2.9. If one of the Joint Account (And/Or) holders dies, the Company shall have the right to either apply the provisions of section “Acceleration and Enforcement” of this Contract or continue dealing with the surviving Account holder(s).
  • 12.2.10. If the Company chooses to apply the provisions of section “Acceleration and Enforcement” of this Contract and if, after such application, the Account shows a credit balance, all Assets and property in the Account shall become the property of the surviving Account holder(s). If after application of the provisions of section “Acceleration and Enforcement” of this Contract the Account shows a debit balance, all surviving Account holders will be jointly and severally liable to repay the Company the indebtedness.
  • 12.2.11. If the Company chooses to continue dealing with the surviving Account holder(s), then the Company will require him/them to sign new Account documentation and to open a new Account with a new ID number.

13. Execution of Instructions

• 13.1. The Client understands that when the Company carries out a transaction for the Client’s Account, the Company must follow the constitution, bylaws, customs, regulations, rules, rulings and uses of the exchanges or markets where the transaction is executed and of any clearing house and of any regulatory body which may have jurisdiction as well as the Company’s own internal rules and practices (hereinafter referred to as “Rules”). The Client agrees that these Rules are binding on the Client.
• 13.2. The Client shall primarily use the online electronic trading systems to place the orders and trading instructions or, at times where this is not possible, the Client may use telephone means to contact the Company directly. The Client gives the Company, as its counterpart, full and unrestricted authority, on such occasions as the Company thinks fit, to place the Client’s orders for execution, when possible, and/or settlement with or through such other persons, who may be connected with or related to the Company, and through such communication means as the Company shall, at its sole discretion, select. These communication means are subject to whatever terms the Company, as the Client’s agent, may agree with that person, and by which the Client will be bound. In particular, orders will be placed on the basis that the person will be responsible for executing the transaction and that the Company will not be responsible for the execution of the order or for any default of that person in connection with the execution.
• 13.3. The Company may, on a best execution basis, carry out all exchange, purchase, sale, transfer and withdrawal operations pertaining to the Assets and, in general, to any operation or transaction related to the Account and Assets, on local or foreign markets, whether directly or through one or more clearing banks, brokers, trust companies, partner companies and member firms of any securities exchanges or financial institutions, as well as correspondents chosen by the Company in its capacity as attorney-in-fact acting in its own name but on the Client’s behalf..
• 13.4. The Client irrevocably and unconditionally appoints the Company as his/her attorney-in-fact, with full power of delegation and substitution, to execute and deliver any documents and to take any action which may be deemed appropriate or necessary by the Company to execute any purchase, holding, sale, transfer or any other transaction involving the Assets. The Company will use all reasonable endeavors to implement an Instruction as soon as reasonably practicable but shall be under no liability for any expense or loss incurred by reason of a delay or for any change in markets’ conditions before the particular Instruction can be implemented.
• 13.5. The Client understands that Instructions may only be accepted and/or executed on days on which the Company and the appropriate markets for dealing with the transactions are open for business.
• 13.6. Purchase or sales Instructions or other transactions or operations instructed by the Client may not be modified or revoked by the Client unless the modification or revocation occurs before the Company starts the execution of the Instruction. In the event the execution is already under way, the modification or revocation, if at all possible, shall only concern the part of the Instruction which is still not executed.
• 13.7. The Company may, for the purpose of implementing Instructions of the Client and effecting such operations or transactions, require the Client from time to time to acknowledge in writing certain risk disclosure statements provided by the Company or requested from the Company in relation to the risk of participating in such operations or transactions. The Client hereby agrees that he/she shall be bound by the terms and conditions set out in such risk disclosure statements and that the Company may enforce such terms and conditions against the Client.

14. Non-Execution of Instructions or Faulty Execution of Instructions

• 14.1. The Company may refuse to implement the Instructions of the Client relating to adding new positions at its sole and absolute discretion and without the need to justify its decision. In addition, the company may cancel any pending order or Instructions previously given by the Client without prior notice.
• 14.2. The Company may refuse to implement the Instructions of the Client if they are not clear or ambiguous or if the Company or its correspondents consider, at their sole and absolute discretion, that they are not in compliance with the laws or regulations of the place where the Instructions must be executed, or whenever the Company deems necessary for its protection.
• 14.3. The Company may, at its sole and absolute discretion, refuse to hold or otherwise acquire on the Client’s behalf any Asset which is partly paid for and with respect to which any liability has arisen or may arise unless the Client deposits, in his/her Account or in the Bank Account as the case may be, the appropriate amount of cash.
• 14.4. The Client may, in an Instruction, limit the price for which an Asset may be bought or sold. However, the Client acknowledges that placing contingent Instructions, such as a “stop-loss” or “stop-limit” order, will not necessarily limit the losses of the Client to the intended amounts since market conditions may make it impossible to execute such Instructions. Orders placed by the Client are by default (Good Till Cancelled) Orders unless specified by the Client to being other types. The Client also acknowledges that some exchange markets may not allow GTC Orders.
• 14.5. The Company shall not be liable for any damage resulting from non-execution or faulty execution of an Instruction except in the event of gross negligence or willful misconduct committed by the Company or one of its agents, directors, employees or officers.

15. Securities Fungible

For the avoidance of doubt, the Client agrees that there will be no delivery, to any account other than the trading account with the Company, of any Securities purchased through us and/or on our system. For the Client to realize his/her profit or loss, he/she must liquidate the position.

16. Correspondences & Transmission of Instructions

Disclaimer regarding communications means

• 16.1. The Client acknowledges that the Internet particularly and the electronic Services are generally and inherently insecure and that all data transfer, including electronic mail, occur openly and can potentially be monitored by others. The Client hereby confirms to the Company that he/she is aware of the risks of the use of such communication means and that he/she shall be solely and fully responsible in respect thereof.
• 16.2. The Company shall not be held liable for any loss or damage incurred due to alteration, delay, loss, mistake, misunderstanding or any cause which may result from the use of email, trading systems, fax, the postal service or any other communication means, or from the breakdown or failure of communication or transmission facilities, or any other cause that is not directly due to the Company’s willful misconduct or gross negligence.

Correspondence by the Client:

• 16.3. The Client may, from time to time, issue Instructions, either verbally or in writing. Any trade execution correspondents outside using the trading platform can be instructed by telephone. Other correspondences including but not limited to, account funding instructions can be instructed by email and telephone

Correspondence by the Company:

• 16.4. The Company is authorised to deliver, issue or transmit correspondence, legal notifications, notices, requests and mails including statements of accounts and confirmations of transactions, hereinafter collectively refer
• 16.5. ed to as “Correspondence”, to the Client or to the Client’s representative(s) either orally, in person, by telephone, by email or fax, in writing or by any other means of communication including notary public.
• 16.6. All written Correspondence by the Company to the Client are deemed to have been validly transmitted if sent to the last address and coordinates supplied by the Client or his/her representative(s) to the Company. Such address and coordinates shall remain unchanged as long as the Client has not sent a registered letter with acknowledgment of receipt, notifying the change to the Company. The Client will be considered legally and duly notified through any person present at this address who is herein considered by the Client as authorised to be notified on his/her behalf. All written Correspondence shall be considered legally and duly notified to the Client upon sending them to this address even if they were not delivered for any reason, namely for the changing or closing of the elected domicile or address or in case the person present at this address refuses to receive such notification, or for any other reason. The date appearing on the copy of Correspondence or on the dispatched list in the Company’s possession shall be considered to be the date of the transmission by the Company.
• 16.7. The Company is authorised to issue and transmit margin calls to the Client or to the Client’s representative(s) by any means of communication.

Recording of Telephone Conversations

• 16.8. For the protection of both the Client and the Company and as a tool to correct misinterpretation, the Company is hereby authorised to monitor and/or record by any recording means any and all oral or telephone conversations between the Company’s agents, employees or officers and the Client or his/her representative(s) or agent(s). The Client hereby consents to such recording and acknowledges that the Company may monitor and/or record by any recording means any and all such oral and telephone conversations. The Client hereby acknowledges and accepts that the Company shall be entitled to make use of such monitoring or recordings as legal evidence before courts and other bodies if and when solely deemed appropriate by the Company. The Company shall have the right, without being obliged, to produce and file such recordings as evidence in any proceeding, as well as when and where such produced and filed recordings shall constitute conclusive and final evidence unless it is garbled and incomprehensible. The Client also acknowledges that telephone Instruction shall prevail in the event of any discrepancy between a written confirmation and the telephone Instruction to which it relates.
• 16.9. Any monitoring or recording of telephone conversations are the sole property of the Company and the Client cannot request and is not entitled to obtain such recordings.

17. Company Third Party Correspondents

• 17.1. The Client acknowledges and agrees that the Company may, on such terms as it sees fit, arrange for any bank, broker, trust or member firm of any Securities exchange or financial institution, inside or outside Lebanon, to act as correspondent, broker or Securities dealer in order to provide custodian, safekeeping or any other Services in respect to the Assets.
• 17.2. The Company will not be held responsible if Instructions cannot be transmitted to the Company’s correspondent(s) for reasons beyond the control of the Company or its correspondent(s) such as closing of the offices of the Company or its correspondent(s) for safety reasons, public holidays, postal delay, breakdown of communication or other transportation means, delay or error in the Instructions’ transmittal or their execution by the correspondent(s).
• 17.3. The Company’s correspondent(s) can refuse the implementation of any Instruction, at its sole and absolute discretion, for not being in compliance with the rules and regulations governing the exchange markets where it must be executed. In such case the Company will not be held liable for any reason whatsoever.
• 17.4. The Company or its correspondent(s) may automatically proceed to the sale of the entirety or of part of the Assets (1) in the cases provided for in this Contract or according to the laws and regulations in force in Lebanon or in the rules and regulations governing the exchange markets where the Assets are listed and/or traded,(2) in the forward transactions to reconstitute all or part of the required cover or to pursue a margin call and (3) when the Company is required to liquidate all or part of the Securities in order to comply with the laws and regulation issued by the CMA.
• 17.5. The Company may pay to, or receive from, any counterparty, broker, agent or another company, commissions, fees or rebates (as the case may be) in any form in respect of any trades or transactions effected for the Client. The Client understands that the Company may receive rebates from such company, broker, agent or from another company of a portion of such charges, commissions or fees. Moreover, the Client agrees that the Company is entitled to retain such rebates (or the difference between any charges, fees or commissions that the Company may charge the Client and those payable by the Client to such counterparty).

18. No Liability on the Company

• 18.1. The Company’s third party correspondent performing Services in connection with this Contract will act for the Company as an independent contractor only and not as an agent. In that respect, the Company shall not be liable or responsible for any act or omission by such party.
• 18.2. Except in case of fraud, gross negligence or willful default, the Company shall have no liability for any claims, costs, damages, expenses, losses or taxes which the Client may incur or suffer as a result of the transactions contemplated herein. Furthermore, the Company shall have no liability for any loss of data or opportunity or profits, for any delay in performance or change in market conditions, for market suspension, for faults and interruptions in processing Instructions or Correspondences, for the solvency, acts or omissions of any broker, correspondent, or such other persons concerned by transactions, neither for any action taken or omitted to be taken by the Company in good faith, nor for such other causes as determined by this Contract.
• 18.3. The Client acknowledges that trading facilities are supported by computer-based component systems which are vulnerable. The Client will be exposed to risks associated with the system including the failure of hardware and software. The result of any system failure may be that the Instruction of the Client is either not executed according to his/her instructions or not executed at all. The ability of the Client to recover certain losses may be limited to less than the amount of his/her total loss, and may be subject to limits on liability imposed on by the system provider, the market, the clearing house and/or member firms. The Client hereby releases the Company from any liability in respect thereof.
• 18.4. The Company shall not be responsible if the Client was prevented from exercising any of his/her rights due to the closure of the Company or due to the absence of all or some of its employees resulting from an event of force majeure, from a strike or from any other event having the same or similar effect.

19. Margin Provisions

• 19.1. To guarantee the performance of his/her obligations to the Company or a third party, the Client must ensure, before placing any orders, that his/her Account contains the minimum required margin, in cash / equity, as requested by the Company in line, at minimum, with the specific rules and regulations of each market.
• 19.2. The Client will provide the Company with such margin and with an additional margin on request, in form and amount as determined by the Company in respect to any transaction or contingent liability transactions. These margin demands are possible during the conclusion of a transaction and during the course of a transaction.
• 19.3. The amount of original or initial margin required for any transaction may be changed at any time, normally depending upon price volatility and the total value of the contracts traded.
• 19.4. All margin calls requested through Trading Systems must be met by the Client promptly and in full; otherwise the Client runs the risk of liquidation of one or more of his/her open positions, and possibly realize a loss.
• 19.5. The Client irrevocably authorizes the Company, without obligation to it, to debit any of his/her Accounts for the required margin and the Client will see that his/her Accounts always and at all times have sufficient funds.
• 19.6. Granting a Margin Facility to the Client is subject to approval by the Company in accordance with its internal rules and practices. The Company is not bound to justify its acceptance or refusal of such granting and may modify or revoke such acceptance at any time and at its sole and absolute discretion. If a Margin Facility is granted to the Client, it shall be subject to the provisions of this Contract.
• 19.7. If the Client wishes to purchase or maintain Securities and has insufficient funds in his/her Account at the time of settlement, the Company may, from time to time and without being obliged, provide temporary credit facility to the Client. The company calculates the amounts according to the available margin in the Account as determined by the Company and in accordance with its usual practice.
• 19.8. If the Client does not have sufficient margin in the Account at the time he/she places the order, the order will be cancelled and void.
• 19.9. The Client will maintain such margin as the Company may request from time to time and at its sole and absolute discretion. If there is a decline in the market value of the Securities in the Account, the Company may require additional margin. The Company retains the right, however, to require additional margin at any time and for any reason at its sole and absolute discretion. If additional margin is required the Client will deliver to the Company either additional cash or equity in the time limit specified by the Company.
• 19.10. The Company may cancel the undrawn portion of the Margin Facility, at its sole and absolute discretion, at any time and without prior notice.
• 19.11. All monies owed to the Company on the Margin Facility are repayable on demand.
• 19.12. The Client irrevocably agrees that he/she must ensure that the Margin Coverage is at all times maintained at the levels requested from time to time by the Company in accordance with its usual practice. The Company may make, by any communication means, margin calls to the Client or his/her representative(s) requesting additional Margin Coverage or the restoration of the Margin Coverage either by reduction of outstanding debts or by providing additional Assets on Margin, and the Client shall be obliged to do so promptly.
• 19.13. The Company is entitled to execute any agreement or document or to undertake any action for the custody of the Assets and for the execution of the above as well as for the perfection of the Margin Coverage and/or the sale of the Assets and/ or to safeguard its rights. The aforementioned is applicable with any authority, whether governmental or not, or with any party or custodian concerned with the Assets. Furthermore, the Company is entitled to execute any legal action and/or operation in order to secure its rights and/or recover its debts and/or reduce and/or settle balances thereof. The liquidation being a right, however, and not an obligation of the Company, the latter shall have the discretionary right to proceed with such liquidation on any date of its choice.

20. Options and Futures Provisions

• 20.1. Engaging in Options and Futures trading is subject to approval by the Company. The Company is not bound to justify its acceptance or refusal and may modify or revoke such acceptance at its sole and absolute discretion and at any time.
• 20.2. It shall be the sole responsibility of the Client to exercise, in a proper and timely manner, any obligation, privilege or right relating to any put or call option or other options that the Company may carry, endorse, handle, purchase or sell for the account of the Client.
• 20.3. The Client understands and agrees that the Company does not guarantee the performance of any clearing house, exchange, market, or other third party under any option.
• 20.4. The Company is not obliged to accept any order that relates to Exchange-Traded Derivatives (ETD; i.e. contracts for differences, financial and commodity options, futures, or other derivative contracts traded on any exchange) and it is not bound to justify its acceptance or refusal and may modify or revoke at any time, and at its sole and absolute discretion, such acceptance.
• 20.5. The Company will impose trading limits on the Client trading on such basis as it may determine from time to time and at its sole and absolute discretion. In addition, the Client shall abide by such requirements that may be imposed by particular exchanges.
• 20.6. Every ETD order that the Company may take is accepted and executed on the basis that, unless otherwise required by market requirements, the Company will have the discretion to determine whether it will contract with the Client as a principal or as an agent for him/her.
• 20.7. The Client understands that the Rules may provide for position limits, exercise limits, margin requirements and requirements for cash-only trades during certain periods, to expiry of an exchange-traded put or call option.
• 20.8. The Client agrees to provide the Company with complete Instructions as to the sale, close out or exercise of any option or as to any other action to be taken in connection with an option prior to the expiry date or any other time limit set by the Company. The Company may take any action with respect to an option that the Company, at its sole and absolute discretion, deems necessary if the Client fails to give the Company complete and timely Instructions. However, the Company has no obligation to take any action without the Instruction of the Client and shall have no liability for any loss incurred as a result by the Client.
• 20.9. Where and when the Company chooses to exercise “in-the-money” options the Company may concurrently arrange for the sale of the underlying Securities to be received on exercise of the option and the Company shall be entitled to receive all applicable commissions and other compensation, both on the exercise and on the sale. An option will be “in-the-money” at any time at which it can be exercised, and underlying Securities resold with a profit after paying commissions and other expenses in connection with the exercise and resale.
• 20.10. All exercise and assignment of exercise notices for exercising options will be allocated on a random basis. In all such transactions the Client will either have the underlying Security in his/her Account or will make a concurrent order to purchase sufficient Securities.
• 20.11. The Client agrees and understands that, given the markets’ volatility, prompt actions are required at all times. The Company may attempt to contact the Client but is hereby authorised, although not obliged, to take the measures which it deems appropriate, including the signing of a close-out transaction, should the Client not be reachable.
• 20.12. Unless otherwise agreed, the Company will act as the issuer counterparty. The Company may also act as an agent of the Client to assign, clear, endorse, exercise, purchase, sell, transfer or otherwise handle calls, puts and other contracts relating to Securities and derivatives, and securities-related and other underlying instruments. The Client agrees that if he/she places orders for options trading in more than one market the Company, in the absence of a specific Instruction from the Client, may use its discretion in selecting the market in which to enter the order of the Client.
• 20.13. The Company may restrict or prohibit option trading or certain types of options transactions in the Account, at its sole and absolute discretion and without notice.

21. Charges, Commissions and Fees

• 21.1. The Client will pay to the Company all commissions, spreads, fees, taxes and other expenses necessary to carry out his/her Instructions. In connection with the execution of the Clients’ transactions and Instructions and Services, the Company shall charge its usual and customary handling charges, commissions and fees in effect from time to time.
• 21.2. The Company reserves the right to modify, at any time and at its sole and absolute discretion, its rate of charges, commissions and fees upon notice to the Client. The new applicable rates will take effect on the date stipulated in such notice and, if no date is specified, on the date said notice bears. The amount of charges, commissions and fees due there under shall, in absence of manifest error, be conclusively calculated and determined by the Company, which is entitled to debit such charges, commissions, expenses and fees to the Account(s) of the Client.
• 21.3. The Company’s commissions apply to all transactions. Orders to open and close the same position are executed as separate transactions. A Good Till Cancelled (GTC) order that is executed over a period of several days is charged a commission based on each day’s activity.
• 21.4. Taxes mean all assessments, charges, duties, levies, notary public fees, taxes, deductions or withholdings, including any interest thereon and any penalties and fines with respect thereto, wherever and whenever collected, imposed, levied or withheld. The Client agrees to comply, in all respects, with all applicable laws and regulations related to Taxes in force locally or internationally, pertaining to all Services and transactions rendered by the Company under this Contract and to any agreement or transaction entered with the Company. The Client shall bear all Taxes pertaining to all Services and transactions rendered by the Company under this 4T S.A.L. Licensed and Regulated by The Capital Markets Authority No. 32, LBP 1,507,500,000 | C.R.: 1026529 4T | 5th Floor, Block B, Foaad Chehab St., Saifi Plaza Bldg., Saifi, Beirut, Lebanon | +961 1 999 946 | www.4t.com Page 20 of 28 Contract. The Company is entitled to deduct any Taxes from the monies held in the Account or to debit any Taxes from the Account.
• 21.5. The Client acknowledges that the Company shall have the right to withhold and retain at source such Taxes when and where it is required by any applicable laws and this for the account of the Tax authorities.

22. Proxies, Notices and Rights

• 22.1. The Company shall have no responsibility for notifying the Client of or for forwarding to the Client any notices, proxies or other documents relating to any of the Assets, nor have any responsibility with respect to any rights or attendance or voting or any subscription, conversion or other rights relating to any of the Assets or with respect to any bankruptcy, consolidation, liquidation, merger, receivership or takeover or any arrangement or compromise relating to any of the Assets, except those subject to the Company’s agreement following a written request from the Client and upon such terms and conditions as the Company may require.
• 22.2. The Company agrees, without otherwise limiting the generality of the above, and if required in accordance with the Instructions of the Client, to use all reasonable efforts to deliver or to cause to be executed and delivered to the Client all proxies soliciting materials in relation to the Assets if the relevant Assets are registered in the name of the Company or its nominee In no event, however, shall the Company be liable for any expenses or losses incurred by the Client by reason of delay or for any changes in the market conditions before the Company can act.

23. Indemnity, Increased Costs and Expenses

• 23. Indemnity, Increased Costs and Expenses 23.1. The Client acknowledges that the Company acts for and on behalf of the Client and that all operations and transactions are for the Client’s account and at the Client’s risks.
• 23.2. Except in cases of fraud, gross negligence or willful default of the Company, the Client agrees to indemnify and hold harmless the Company and its agents, directors, employees and officers, from time to time, against all claim, cost, damage, legal fees, liability, loss and expense whatsoever which may be incurred by the Company or any of its agents, directors, employees and officers, arising out of or in concern with this Contractor with any other agreement or transaction with the Company. This indemnification is applicable at any time and to any cause whatsoever.
• 23.3. The Client shall forthwith and on demand pay and/or indemnify the Company against any cost or any reduction in the effective return to the Company which, in the Company’s determination, is sustained as a consequence of the introduction and/or enforcement of any law or any directive, whether or not having the force of law, of any agency of any country, and against any funding and other costs, expense or liability or loss, including loss of profit and taxes, any stamp duty or similar tax, legal fees and Value Added Tax sustained or incurred by the Company (1) in entering into any agreement and transaction contemplated herein or in entering into or closing out any transaction, (2) in connection with the administration of, or in protecting or enforcing the Company’s rights, and (3) as a result of the receipt of any sum due to the Company and all expenses, fees, stamp tax, taxes, legal fees and any other costs or expenses or fees in relation with this Contract and the transactions.
• 23.4. The Client agrees that the Company shall not be liable for any cost, demand or liability incurred by the Client or the Company in respect of or arising from any transaction, regardless of any advice or views expressed by the Company or any of its agents or servants, whether at the request of the Client or not, and agrees to indemnify and hold the Company harmless in respect thereof.
• 23.5. The Client authorizes the Company to debit at any time any of the Accounts and/or any other of his/her accounts maintained with the Company for any indemnities, expenses or increased costs owed to the Company.

24. Waiver of Secrecy and Confidentiality Obligation

• 24.1. Except where otherwise determined and authorised in this Contract and the following sections or by law, the Company shall preserve the confidentiality of its relation with the Client.
• 24.2. The Client hereby releases the Company, its managers, officers and staff from any confidentiality or secrecy obligation. The Client irrevocably waives such confidentiality and secrecy on the Account(s), operations and transactions contemplated in or pursuant to this Contract or to any agreement with the Company and accordingly authorizes the Company, its managers, officers and staff to collect, use, disclose and give any information regarding the Client, his/her Assets and Account(s), operations and transactions (hereafter referred to as the “Information”):
  • • From and to banking, commercial or financial institutions with whom the Company engaged;
  • • If and when required, by officials of an exchange, or by the Company’s correspondents and counterparties, or by any other person or institution involved with operations and transactions contemplated herein, or if and when required under any laws and regulations applicable to the operations and transactions contemplated by the Client, or by regulatory, self-regulatory and judicial authorities, in Lebanon or abroad, or in the course of executing the Instructions and transactions of the Client;
  • • The U.S. Treasury or any other U.S. fiscal authority in relation to the FATCA status of the Client; and
  • • Relevant competent authority in relation to the disclosure of any and all information in the context of the reporting under the Common Reporting Standard that requires the automatic exchange of financial account information between jurisdictions.
• 24.3. The Client acknowledges that some correspondent banks as well as local and international associations and institutions working on fighting money laundering may, for this purpose or at the occasion of execution of transactions for the Client, request from the Company from time to time to provide them with information on the business and activities of the Client and with data on some of his/her transactions. The Client understands the motives and reasons of such requests and he/she irrevocably authorizes the Company, and at the expenses and liability of the Client, to provide such associations, banks and institutions with the requested information, as the Company deems appropriate.
• 24.4. The Client acknowledges that the Company cooperates with some other banks and financial institutions including banking, commercial or financial institutions related or affiliated to the Company by unifying work means and structures, and through unified equipment, work means and human resources, or by sub-contracting or through service level agreement such banks and institutions, for the purpose of implementing operations, transactions and investment transactions pertaining to its/their clients. The Client authorizes the Company in respect thereof and waives any secrecy or confidentiality obligation.

25. Remedies and Waivers

• 25.1. No failure by the Company to exercise, and no delay or indulgence by the Company in exercising any right or power granted herein or at law will operate as a waiver thereof, nor will any single or partial exercise of any such right or power preclude any other or future exercise thereof or the exercise of any other right or power.
• 25.2. The benefits, privileges, remedies and rights herein expressed and specified are cumulative and not exclusive of any benefits, remedies or rights which the Company may otherwise derive from other documents and instruments signed by the Client in favor of the Company or by operation of the law.

26. Evidence

The Client hereby declares and agrees that the records and accounts, including but not limited to electronic communication, computer printouts, e-mail confirmations of transactions, facsimiles, letters, messages, microfilms, statements of accounts and valuation statements of the Company shall, in the absence of manifest error or omission, be conclusive, true and binding on the Client. The Client has the right to challenge any transaction or document pertaining to his/her account(s), within a period of two (2) weeks as of the notification date. Once this stated period elapses, the Client irrevocably waives any right which may entitle him/her to challenge or apply for the auditing of the Company’s accounts and records by any arbitral tribunal, court or person, or to produce these accounts and records in front of the arbitral tribunal or court. In case of errors or omissions on part of the Company, the latter shall have the right to rectify such errors or omissions.

27. Calculations and Evidence

• 27.1. All interest on debtor Accounts shall accrue from day to day and shall be calculated on the basis of a 360-day year as well as on the number of days elapsed. Interests on debtor Accounts are compounded on monthly basis or at such other periods as may be determined by the Company.
• 27.2. The Company has the right to determine and modify, at any time it deems appropriate and at its sole and absolute discretion, the rate, amount and method of calculation of the interests, without the need for any justification or for the approval of the Client. The Company shall notify the Client of such change in a timely manner.
• 27.3. The certificate of an officer of the Company as to any sum payable hereunder shall, in the absence of manifest error or omission, be conclusive and binding on the Client.

28. Events beyond the Company’s Control

• 28.1. The Company shall not be liable for any claim, damage, expense, liability or loss caused directly or indirectly by natural disasters, emergency rule, force majeure, power failure, networks and equipment malfunction, exchange or market rulings, government ?, regulatory restrictions or regulations, strikes, suspension of trading, terrorism, war or other conditions or events, whether similar or dissimilar to the above, beyond the Company’s control.
• 28.2. The Company shall not be obliged to take or to refrain from taking any action which becomes beyond its power to take or to refrain from taking, wholly or partly, as a result of an event or state of affairs, including any changes in the law or in any official directive or policy, whether in Lebanon or abroad, which was beyond its control to prevent and the effect of which is beyond its power to avoid.
• 28.3. Without limiting the foregoing, the Client agrees that the Company shall not be liable for any loss caused directly or indirectly by the failure or malfunction of any computer software or hardware or by the failure of any communication facility or service.

29. Debit Interest Rate, Default Debit Interest Rate and SWAPS

• 29.1. The Company shall charge debit interest rate on Account(s) debit balances in accordance with its usual practice.
• 29.2. Without prejudice to any other rights and/or action(s) and/or measure(s) and/or remedies of the Company under this Contract or under any other agreement or document, any sum due by the Client and unpaid on its due date, and any overdrawn account shall bear, automatically and without notice, interest at the Default Debit Interest Rate, and shall be compounded on monthly basis or at such other periods as may be determined by the Company. The Company shall have the right to modify this Default Debit Interest Rate at its sole and absolute discretion and shall notify the Client of the same.

30. Assignment and Participation

• 30.1. The Client may not assign or transfer all or any of his/her benefits, liabilities, obligations or rights under any agreement with the Company.
• 30.2. This Contract and its provisions shall inure or insure? to the benefit of the Company, its successors and it assigns.
• 30.3. The Company shall have the right, at any time and without the Client’s consent, to assign or to transfer all or any of its benefits, liabilities, obligations or rights under this Contract as well as the Account(s) opened pursuant thereto and the operations and transactions contemplated therein or in any related agreements pursuant thereto, particularly to any banking or financial institution related or affiliated to the Company and such entity shall automatically be substituted to the Company in respect thereof.
• 30.4. The Company may, at any time and without the Client’s consent, grant to one or more banks or to other institutions or individuals participating interest in its obligations and rights under any and all agreements and transactions entered by the Client with the Company.
• 30.5. The Client hereby gives the Company the express written authorization, and the Company is hereby expressly authorised, to disclose to any person with whom the Company is entering into any kind of assignment, participation or transfer, any information concerning the Client and his/her operations with the Company as the Company may, in its sole and absolute discretion, deem appropriate to disclose.

31. Accounting, Legal or Tax Advice

• 31.1. The Client understands that the Company does not provide accounting, legal or tax advice. Such matters should be discussed by the Client with his/her advisors. Therefore, the Client should determine prior to entering into any transaction, and without reliance upon the Company, the accounting, legal and tax characterizations and consequences of the transaction.
• 31.2. The income tax consequences of trading in Securities are dependent upon the nature of the business activities of the investor and the transaction in question. The Client is urged to consult his/her own professional advisers to determine the consequences applicable to his/her particular circumstances.

32. Trading Limits

• 32.1. The Company will observe all investment limits or restrictions as from time to time applied by its internal rules and procedures. It may enter into transactions for the Client either generally or under specified conditions or limitations.
• 32.2. The Client understands and agrees that the Company will impose trading limits and other conditions on the Client trading in Securities, on such basis as from time to time the Company determines in light of the Client objectives, positions, possibilities, transactions or in light of the Company’s internal rules and policies.
• 32.3. The Client understands that when the Company carries out a transaction for the Account of the Client, the Company must follow the bylaws, constitution, customs, regulations, rules, rulings and uses of the exchanges or markets where the transaction is executed and of any of the clearing houses and of any regulatory body which may have jurisdiction, as well as the Company’s own internal rules and practices. The Client agrees that these Rules are binding on the Client. Without limiting the foregoing, the Client agrees not to exceed, whether acting alone or in concert with others, exercise or position limits established by any such exchange or by any other authority. The Company may comply with any demand or requirement applied by any exchange or by any other competent authority.

33. Representatives/Agents appointed by the Client

• 33.1. The Client shall notify the Company in writing of the agents, employees, officers or duly appointed representative(s), as the case may be, who are so authorised, by the Client, to act on his/her behalf and of any change occurring in this respect. The Company shall be entitled to rely on and will not be responsible for verifying and shall not be liable for any action taken or omitted to be taken in good faith pursuant to Instructions so deemed given by, or purporting to be given by, the Client. The Client hereby agrees, unconditionally and irrevocably, to indemnify the Company from and against any and all actions, charges, claims, costs, damages, demands, expenses, liabilities, losses or proceedings which may be brought or made against the Company, or which the Company may incur or sustain as a result of the Company acting in accordance with such Instructions.
• 33.2. The Company shall have the discretionary right to accept or refuse the appointment of any agent of the Client. Moreover, the Company may terminate, at its sole and absolute discretion and without the need to justify its decision, by mere written notice sent to the Client with effect as of the date of its issuance, and if the Client is unreachable, by mere written notice to the appointed agent(s), in which case the Client is considered notified through his agent(s), any existing power of attorney, and in the event of more than one appointed agent, the appointment of any one of them, in which case the terminated agent will no longer have the right to act and the power of attorney shall remain valid in relation to the remaining agent(s).

34. Termination of Contract

• 34.1. Either the Company or the Client may terminate this Contract forthwith upon serving a written notice to this effect to the other party, without prejudice to any existing liabilities or indebtedness to the Company, provided that any transactions that have been completed or are in the process of being performed are binding. Any existing indebtedness shall automatically become due and payable and section “Acceleration and Enforcement” of this Contract shall apply.
• 34.2. The termination of this Contract shall cause the closing of the Account(s) governed by it. The said closing of Account(s) shall mean it is impossible to proceed with movements on the Account(s) other than to endure either settlement or transfer to another intermediary or liquidation of positions recorded on said Account(s). If the overall position shows a debit balance, such liquidation, settlement or transfer shall, in any event, be subject to the Company’s prior consent. The closing of Account(s) shall bring an end to those operations which are being executed on the date of said closing and which have not been finally settled. The Company may, however, retain all or part of the Securities in order to ensure that the current operations and transactions are covered.
• 34.3. The Company shall, as it sees fit, direct the completion, perfection, liquidation of Assets or closing out of any transaction relating to Assets initiated before termination, or take such actions as specified under section “Acceleration and Enforcement” of this Contract. The Company is hereby authorised to deduct from the Account(s) of the Client, or any other account, all charges, costs, expenses, fees and liabilities due by the Client.
• 34.4. As soon as practicable after the date of the termination, the Company shall deliver to the Client or to the successors in interest of the Client, as appropriate, all Assets and documents of title held by the Company, accompanied by a statement of account for all transactions carried out up to the date of termination. The Company shall not, however, be obligated: (1) to deliver any Assets or documents of title until they are delivered to it by the relevant administrator, broker or third party correspondent(s); (2) to deliver the Assets and documents of title unless and until all amounts due and payable to the Company have been settled, including, without limitation, reimbursement for all costs, expenses and fees incurred by the Company in closing out the Account; and (3) to account to the Client for the sale proceeds of any Asset until the Company has received such proceeds from the relevant administrator, broker or third party correspondent(s).

35. Events of Default and Termination Events

It shall be an “Event of Default” or “Termination Event” if:

• 35.1. The Client or in the case of joint Clients, either of them, fails to pay in full on the due date any sum due from him/her under, or pursuant to, this Contract or under, or pursuant to, any transaction with the Company; or
• 35.2. The Client closes the Account, cancels or retrieves the power of attorney given to the Company on such Account or fails to maintain sufficient funds; or
• 35.3. The Client or in the case of joint Clients, either of them, fails to duly perform or comply with any acknowledgment, condition, covenant, obligation, representation, term, undertaking and warranty under or pursuant to this Contract; or
• 35.4. Any acknowledgment, representation, statement, undertaking or warranty by the Client or in the case of joint Clients, either of them, herein or in any document delivered hereunder is not complied with or is, or proves to have been, incorrect in any respect when made or, if it had been made on any later day by reference to the circumstances then existing, would have been incorrect in any respect on that later date; or
• 35.5. The Company determines that any security, in whole or in part, whenever constituted, is not in full force and effect or has become insufficient or ceased to have priority stated in such security document; or
• 35.6. The Client or in the case of joint Clients, either of them, fails to timely meet any margin call, or avoid in any way to take or receive such margin call; or
• 35.7. An attachment, distress, execution or other legal process is levied, enforced or sued out on or against the Client or in the case of joint Clients, either of them, or his/her assets which might, if adversely determined, have a material adverse effect on the business or financial condition of the Client or the ability of the Client to perform his/her obligations; or
• 35.8. Any step is taken or legal proceedings started by any person for, or in the bankruptcy of, the Client, or in the case of joint Clients, either of them, or for the appointment of a receiver, trustee or similar officer on the Client or on any or all of the Client’s assets and revenues or the winding-up or dissolution or re-organization of the Client or any of his/her subsidiaries; or
• 35.9. The Client, or in the case of joint Clients, either of them, or any of his/her subsidiaries becomes insolvent, is unable to pay his/her debts as they fall due or stops, suspends or threatens to stop or suspend payment of all or of a material part of his/her debts, begins negotiations or takes any proceeding or any other step with a view to readjustment, rescheduling or deferral of all of his/her indebtedness or of any part of his/her indebtedness which he/she would, or might otherwise be, unable to pay when due or proposes or makes a general assignment or an arrangement or composition with or for the benefit of his/her creditors; or
• 35.10. The Client, or in the case of joint Clients, either of them, merges or consolidates with another entity, or ceases or officially declares to cease or is in a situation where he/she may have to cease to normally carry on all the business he/she carries or a substantial part of such business; or
• 35.11. Any information provided by the Client in the Investment Application Form or in the KYC forms proves to be inaccurate or invalid or if such information is no longer accurate or valid or if the Client refuses to amend or update such information; or
• 35.12. Any act, circumstance, event, general or particular, voluntary or involuntary, including any event of force majeure, occurs, which, in the Company’s assessment, gives grounds for belief that the Client or in the case of joint Clients, either of them, may not or may be unable to perform or comply with his/her obligations under this Contract or under any other agreements with the Company or under any agreement with any of his/her creditors, or which, in the Company’s opinion, might have a material adverse effect or change on the Client’s financial condition and/or his/her ability to comply with his/her obligations hereunder or under any other agreement or transaction with the Company.

36. Acceleration and Enforcement

• 36.1. 36.1 At any time after an Event of Default and Termination Event occurs, the Client agrees that the Company may, without notice, at its own sole and absolute discretion and as it deems appropriate, elect to any or all of the following actions, and this without prejudice to any other actions the Company may have under any agreement or by law:
  • • Cancel any and all pending orders;
  • • Terminate and put an end to any or part of or all contracts of the Client and consider all amounts outstanding to be immediately due and payable;
  • • Enforce any security;
  • • Liquidate sufficient or all positions to cover any debit balance due to the Company;
  • • Close out, on behalf of the Client, all or any outstanding transaction, in whole or in part, as the Company may determine at its sole and absolute discretion, in which case, the outstanding transactions will be closed out, starting from the largest unprofitable position down to the profitable position unless otherwise communicated in writing by the Company to the Client;
  • • Liquidate, retain possession, sell and/or take in payment any and all Securities or other property still held in the Account(s);
  • • Purchase Securities necessary to cover short sales made for the Account(s) and/or to cover any open positions;
  • • Apply and retain for application all or part of any monies and Assets standing to the credit of any Account or any other account with the Company in the extinction or diminution of all or any part of any of the liabilities of the Client to the Company, in such order and in such manner as the Company may deem fit, whether such liabilities shall be actual or contingent, primary or collateral, joint and/or several.
• 36.2. The proceeds of any sale made by the Company, less expenses, shall be applied to reduce the indebtedness of the Client to the Company, without in any way lessening the responsibility of the Client to pay the remaining balance to the Company.
• 36.3. The Company shall have the authority (1) to take any action it deems necessary and (2) to exercise any powers, privileges, remedies and rights provided therein and/or provided by law, for the purposes of this clause and in order to secure and recover its rights.

37. Complaints

Complaints from eligible clients will be handled in accordance with the internal complaint handling procedure of the Company as from time to time adopted. If the Client has a complaint about the Company, he/she should raise it to the Company. The Company should take appropriate remedial action to address valid complaints. The Client must handle any open risks on his/her account and manage any held Securities while the Company runs its investigation and examines the events surrounding the complaint. The client will not be able to claim any losses occurred from the time he/she submitted the complaint until the time the Company has responded with remedy, solution, or explanation. The Company will not be liable for any loss caused by the Client’s negligence of the risk on an open position that is subject to a complaint. The Company will not be liable to compensate for any potential profit that could have been made on a missed opportunity, due to the lack of execution or the ability to trade.

38. Severability

If any provision of this Contract is or becomes, for any reason, illegal, inoperative, invalid or unenforceable in any jurisdiction, that shall not affect (i) the enforceability, legality or validity in any jurisdiction of the remaining provisions; or (ii) the enforceability, legality or validity in other jurisdictions of that same provision or of any other provision.

39. Amendments

The Client may not alter, amend, modify or waive any of the terms or provisions of this Contract except as the Company may consent thereto in writing. The Company may, at any time and without prior notification to the Client, amend any or all the terms and conditions of this Contract or any other agreement as well as add, remove, otherwise change, end or suspend any of the Services available or the mode of operation of the Services (hereafter referred to as the “Amendment(s)”). The Company will subsequently notify the Client of such Amendment(s) by electronic mail or by the delivery of a written notice to the address shown in the Company’s records. Amendments will be effective immediately after being made. The Client may choose not to accept the Amendment(s) by closing his/her Account(s) or by informing the Company with a notice of termination of this Contract. The transacting by the Client after the effective date of the Amendment(s) will be evidence of the acceptance of the Amendment(s) by the Client.

40. Governing Law and Jurisdiction

This Contract shall be subject to the Lebanese applicable laws and regulations, including Law No. 234 dated June 10, 2000 regulating the financial intermediation profession, as from time to time amended, and applicable laws and regulations issued by the CMA. All disputes arising in connection with the present agreement shall be finally settled by the competent courts of Beirut.

41. Additional Acknowledgments

• 41.1. The Client acknowledges that he/she has read this Contract as well as the related documents and has been given ample time and opportunity to ask questions.
• 41.2. The Company has emphasized and the Client fully understands the risks of loss involved in investing, dealing and/or trading in Securities and other financial instruments and transactions. The Client further understands, accepts and agrees that the terms and conditions of this Contract and that the related documents and Annexes will govern his/her relationship with the Company as evidenced by his/her signature below.
• 41.3. . The Client acknowledges that he/she has received the Risk Disclosure Statement or disclaimer, the order execution policy, the privacy policy, the latest applicable schedule of Commissions & Fees and the current List of Counterparties.
• 41.4. This Contract was drafted in English and the English version shall prevail over any translation to any other language. The Client hereby confirms that he/she fully comprehends the English version and has no reserves whatsoever in this regard.

42. MISCELLANEOUS

The Client acknowledges and agrees that the copyrights, trademarks, database and other property or rights in any information distributed to or received by the Client from the Company, together with the contents of the Company website(s), brochures and other material connected with the company dealing service and in any database that contains or constitutes such information, will remain the sole and exclusive property of the Company or any third party identified as being the owner of such rights.