These terms and conditions (the “Terms and Conditions“) apply to the provision of certain services to you (“you“) by Taqwa Invest Technology Ltd.(“Taqwa Invest“, “us“, “our“, “we“) and its Associates. The Terms and Conditions contain the core information defining our business relationship with you, including the provision to you by Taqwa Invest of the financial service of arranging deals in investments. Taqwa Invest is a company incorporated and registered in the Dubai International Financial Centre (“DIFC“) with company number 4407 , whose registered office is N1702 E, Emirates Financial Towers, DIFC, Dubai, UAE
These Terms and Conditions contain important information regarding the services that we will provide to you for your own protection. You should read them carefully before accepting them. Please let us know as soon as possible if there is anything which you do not understand or please visit our Website at www.taqwainvest.com and ask for further information. These Terms and Conditions together with any schedule(s), annexes, accompanying documents and/or supplemental agreements (as may be amended from time to time) form an agreement between you and Taqwa Invest (the “Agreement“). This Agreement constitutes a client agreement for the purposes of the DFSA Rulebook Conduct of Business Module.
- GENERAL INFORMATION
1.1 Our Particulars: Taqwa Invest Technology Ltd. is authorised and regulated by the DFSA with firm reference number 4407 Taqwa Invest’s principal place of business is office is N1702 E, Emirates Financial Towers, DIFC, Dubai, UAE We are required to conduct our business and dealings with you in accordance with the “DFSA Rules”. You acknowledge and agree that this agreement is executed within the DIFC.
1.2 Communication with us: You may communicate with us in writing, including; email or other electronic means, or orally (including by telephone). The language of communication will be the English language, and you will receive documents and other information from us in the English language. If a document is translated into another language this will be for information purposes only and the English version will prevail at all times.
1.3 Our Website: Our Website at www. taqwainvest.com contains further details about us and our services and other information, relevant to this Agreement and our Website. In the event of conflict between this Agreement and the Website, this Agreement will prevail.
1.4 Capacity: For the purpose of the DFSA Rules, we will treat you as a Retail Client when conducting business with you, and you will benefit from the regulatory protection afforded to that category of client protection under Applicable Regulations in relation to such business.
1.5Applicable Regulations: This Agreement and all Transactions are subject to Applicable Regulations so that:
(i) if there is a conflict between this Agreement and any Applicable Regulations, the latter will prevail;
(ii) nothing in this Agreement will exclude or restrict any obligation which we have to you under Applicable Regulations;
(iii) we may take or omit to take any action we consider necessary to ensure compliance with any Applicable Regulations;
(iv) all Applicable Regulations and whatever we do or fail to do in order to comply with them will be binding on you; and
(v) such actions that we take or fail to take for the purpose of compliance with any Applicable Regulations will not render us or any of our directors, or officers, employees liable.
1.6 Independent Decision: You must make an independent decision as to whether or not to enter into a Transaction with us and invest through the Taqwa Invest Platform subject to this Agreement and to the following conditions:
You acknowledge and agree that we do not provide advice and/or recommendations and we will not advise on the merits or otherwise of your investment.The decision to invest is yours alone, and you are solely responsible for the effect the Transaction might have on your personal finances.
1.7 Conflicts of Interest: We are required to have arrangements in place to manage conflicts of interest between us and our clients and between different clients.
We operate in accordance with a conflicts of interest policy which we have put in place for this purpose, under which we have identified those situations in which there may be a conflict of interest, and in each case the steps we have taken to manage that conflict (“Conflict of Interest Document”) a copy of which is found in Schedule 2. Any changes and/ or moderations to the Conflict of Interest Document will be available at all times at www.taqwainvest.com.
1.8 Market Abuse: By entering into any Transactions you represent and warrant that:
(i) you will act in accordance with any Applicable Regulations;
(ii) you are not acting in any way which is intended to or may be considered to be “Market Abuse”(as such term is defined in the Applicable Regulation and
(iii) you are not acting with the intention of contravening any other provision of the Applicable Regulations.
2. SCOPE AND APPOINTMENT
2.1 Commencement: You acknowledge and agree that:
(i) you have not relied on or been induced to enter into this Agreement by a representation other than those expressly set out in this Agreement;
(ii) you have read and understood the terms and conditions including but not limited to the customer account agreement of the Regulated Third Party Provider before opening an account with the Regulated Third Party Provider; and
(iii) you understand that the management of your funds held with the Regulated Third Party Provider will be governed by the terms and conditions of the Regulated Third Party Provider.
2.2 Scope of this Agreement: This Agreement sets out the basis on which we provide services to you. Taqwa Invest provides a digital trading platform for the purposes of arranging investment deals with a Regulated Third Party Provider. During the course of your relationship with us, you represent and warrant to us that you:
(i) are duly authorised to enter into this Agreement
(ii) are over the age of eighteen (18);
(iii) have not previously been suspended or removed from the services provided by Taqwa Invest or any of our Regulated Third Party Providers;
(iv) your registration and your use of the services provided by Taqwa Invest is in compliance with any and all Applicable Regulations;
(v) may not authorise another user to use the services provided by Taqwa Invest on your behalf; and
(vi) are the sole owner of the funds invested into the Regulated Third Party Provider Account and are the only person entitled to the funds and
(vii) assets held in the Regulated Third Party Provider Account; and
are not a United States Resident.
2.3 Processing of your subscription: The Taqwa Invest app is free to use. However, you may wish to make use of Taqwa Invest’s subscription service where you are provided with additional features, such as access to research from Refinitiv, to enhance your market knowledge. We will use reasonable endeavours to process your subscription promptly. We do not guarantee that your subscription will be activated by any specific time. You will not be provided with access to Taqwa Invest aka subscription service until we have successfully verified your payment and contact details. You will receive an email confirmation when your subscription has been accepted.
2.4 Unless specifically stated in any subscription offer, if you chose an auto-renew option for your subscription, you agree that at the end of the initial subscription period (and of each renewal period thereafter), your subscription will automatically renew for the same subscription period at the then prevailing Subscription Fee, which may be amended from time to time. If you do not choose an auto-renewal payment option, we will contact you at the end of the subscription period with an offer to renew your subscription.
2.5 Cancellation: You have a period of 60 days within which to cancel your subscription. This period commences on the date on which your subscription is confirmed.
2.6 Account Opening: To enter into a Transaction, you must open accounts with Taqwa Invest and the Regulated Third Party Provider. To apply for an such accounts, you will need to complete an online application form and provide us with information that we request, so that we can identify you, verify your identity, conduct fraud checks, sanctions checks, anti-money laundering and counter-terrorism checks, and any other checks as required by Applicable Regulations, or as required by our internal procedures. This means we will require you to provide us with personally identifiable information, the countries where you are a tax resident and any other information which is required under Applicable Regulations.
2.7 Regulated Third Party Provider: You acknowledge and agree that Taqwa Invest has entered into an agreement, or agreements, with Regulated Third Party Provider(s).
2.8 By making use of the services provided by Taqwa Invest you acknowledge and agree that Taqwa Invest does not handle cash and does not execute trades. All money and securities are held by a Regulated Third Party Provider and all trades are executed by a Regulated Third Party Provider.
2.9 You acknowledge and agree that you will enter into a separate customer agreement with the Regulated Third Party Provider which will govern your relationship with the Regulated Third Party Provider.
2.10 You acknowledge and agree that Taqwa Invest does not supervise the Regulated Third Party Provider and will not be responsible, and will not be liable, for any of the Regulated Third Party Provider’s actions. In the event of any disputes between you and the Regulated Third Party Provider, you will resolve such disputes directly with the Regulated Third Party Provider.
2.11 You understand that all orders for the purchase of securities given for your Taqwa Invest Account will be authorized and executed by the Regulated Third Party Provider in reliance on your promise that an actual purchase is intended.
3. FEES, PAYMENT, REVENUE
3.1 Subscription Fee: Gets you access to detailed stock analysis and reports from Refintiv with analyst estimates on share price movements for USD 9.99 per month
3.1 Taqwa Invest will have the right to levy such fees and charges (“Fees“) (in the manner determined by Taqwa Invest) in relation to any service offered by Taqwa Invest pursuant to this Agreement as prescribed by Taqwa Invest from time to time.
3.2 You note that Taqwa Invest may incur the costs, fees, charges and/or expenses of third parties in the delivery of the services to you. Such costs, fees, charges and/or expenses will be governed by the terms and conditions of such third parties. For instance: When depositing money into your account please note that Taqwa Invest does not charge transfer fees, but your bank fees will apply. Fees typically range between $50. This amount will be reflected as a deduction in your total cash. You may check your bank’s fees policy before transferring
For example: if you wanted to transfer $500 to your Taqwa Invest account, and your local bank account charges $50 as international transfer fees, you will be receiving $450 in your Taqwa Invest account.
Moreover, Taqwa Invest does not charge or receive any withdrawal fees. A flat fee of $50 will however be charged by our broker’s bank for all withdrawals. Please ensure that you have at least $50 in available funds before making a withdrawal. Example: if you have $1000 in your account available for withdrawal, and you attempted to withdraw the full amount, you will receive back $950 in your personal bank account.
In addition, Taqwa Invest charges a premium for access to extended hours of trading. Extended Hours Trading refers to placing orders that can get executed up to 5.5 hours before and up to 4 hours after regular market hours.
Your withdrawal request may require 2 to 5 days for processing and completion.
3.3 From time to time, your trading account may accumulate interest. You agree to forfeit any accumulated interest on your cash balance and, as such, you acknowledge that your account is consequently non-interest bearing. You acknowledge that any such forfeited interest may, in part, be retained by us as revenue.
3.3 Any payments due to us under this Agreement will be payable in same day funds in such currency as we may from time to time specify and to the bank account designated by us for such purposes.
3.4 Any payments due to us under this Agreement are:
- (i) exclusive of VAT or any other similar taxes, and you will in addition pay an amount equal to any VAT chargeable on those sums; and
(ii) will be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of Tax as required by law). If you are required by law to deduct or withhold Tax you will pay to us additional amounts as may be necessary to ensure that we receive a net amount equal to the full amount we would have received had such payment not been subject to a deduction or withholding of Tax.
3.5 Taqwa Invest may, in its sole discretion, amend the Subscription Fee and/ or any other Fees payable by you upon thirty (30) days prior notice.
3.6 Remuneration and Sharing of Charges: We may receive remuneration from, or share charges with, a third party in connection with your Transaction. Details of any such remuneration or sharing arrangements if applicable will be stipulated in separate financial terms communicated to you by us. For example, there will be an interest incurred on your cash balance in your Taqwa Invest account that will not be accrued to your account balance; the interest accrued will be shared between Taqwa Invest and Alpaca, our third party broker.This interest will be shared evenly between Taqwa Invest and our third party broker ALPACA SECURITIES LLC
Main Office Location42881 LAKE BABCOCK DR. SUITE 200 BABCOCK RANCH, FL 33982 Regulated by FINRA Florida Office
42881 LAKE BABCOCK DR. SUITE 200 BABCOCK RANCH, FL 33982
3.7 Third Party Payments: In respect of Transactions which we enter with you, unless expressly affirmatively agreed between us in writing:
(i) We reserve the right not to comply with any request by you to make a payment or a delivery to a third party; and
(ii) Where we become aware that funds have been paid to us and/or the Regulated Third Party Provider or a delivery made to us other than by you, we reserve the right to refuse such payment or delivery.
3.8 The amount of fees, as well as the nature of fees, may change from time to time. Taqwa Invest reserves the right to adjust its existing fees and add new fees at its sole discretion. You acknowledge that the prevailing fees may change. We will always notify you of the changes in fees which will apply to your account at least 30 days before these changes become effective.
5. USE OF THE TAQWA INVEST PLATFORM
5.1 Your access to and use of the Taqwa Invest Platform is subject to:
(i) your compliance with the terms of this Agreement; and
(ii) Your compliance with any guidelines for using the Taqwa Invest Platform which are posted on or provided through the Taqwa Invest Platform (as may be amended from time to time); and
5.4 You acknowledge that we will have sole discretion and control over, and the right to modify at any time, the Taqwa Invest Platform and its functionality, configuration, appearance and content, including without limitation:
(i) the parameters and methods by which Transactions are placed, routed, marketed or otherwise processed by the Taqwa Invest Platform; and
(ii) the availability of the Taqwa Invest Platform to any user or with respect to particular Financial Instrument, or Transactions at any particular places, times or locations.
5.5 You agree to be bound by the various legends, disclaimers, terms and conditions displayed on or linked to the Taqwa Invest Platform and/ or the Website. Such legends and disclaimers may be updated and/or modified from time to time without prior written notice thereof to you.
6. USER CONTENT
6.1 Third Party Content: You acknowledge and agree that certain content is provided by third-parties and made available to Taqwa Invest by or through social media websites, blogs, wikis, online conferences, telecasts, podcasts, and other forums (collectively, the “Forums“). Such content is not advice created or provided by Taqwa Invest and does not constitute a recommendation to buy, sell, or hold any security or securities. Reliance on any third party content available on or through the Forums is used at your own risk and Taqwa Invest will not be responsible or liable to you for the performance by the third party or their services and whether they have exercised reasonable care and diligence in the selection of the same.
6.2 Uploading Content: Whenever you make use of a feature that allows you to upload content to our Website and/or Taqwa Invest Platform, or to make contact with other users of our Website and/or Taqwa Invest Platform any content you upload must not:
- (i) be defamatory of any person;
(ii) contain material which is obscene, discriminatory, offensive, hateful, threatening or inflammatory;
(iii) infringe any copyright, database right or trademark of any other person;
(iv) be likely to deceive any person;
(v) promote any illegal activity;
(vi) be likely to harass, upset, embarrass, alarm or annoy any other person; or
(vii) be used to impersonate any person, or to misrepresent your identity or affiliation with any person.
6.3 Any content you upload to our Website and/or Taqwa Invest Platform will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us and other users of our Website and/or Taqwa Invest Platform a limited licence to use, store and copy that content and to distribute and make it available to third parties. We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our Website and/or Taqwa Invest Platform constitutes a violation of their intellectual property rights, or of their right to privacy.
6.4 You are solely responsible for securing and backing up your content.
6.5 The Website and/or Taqwa Invest Platform may include information and materials uploaded by other users of the site, including to bulletin boards and chat rooms. This information and these materials have not been verified or approved by us. The views expressed by other users on the Website and/or Taqwa Invest Platform do not represent our views or values. If you wish to complain about information and materials uploaded by other users please contact us.
7. YOUR INFORMATION
(i) we provide to our employees, officers, representatives, group companies, affiliates, advisers or credit reference agencies who need to know such information for the purposes of carrying out obligations under or in connection with this Agreement or providing us with services relating to the subject matter of this Agreement.’; and
(ii) as may be required – by law, a court of competent jurisdiction or any governmental or regulatory authority.
7.3 Taqwa Invest may collect, use and store the personal information which you provide from time to time including Personal Data and Sensitive Personal Data within the meaning given to the terms in the DIFC Data Protection Law No. 5 of 2020 (“Personal Data“). Personal Data may include information provided for the purpose of compliance with anti-money laundering regulations and information deriving from transactions that Taqwa Invest facilitates on your instructions.
7.5 In particular, Taqwa Invest may use the Personal Data that it collects:
(i) to open your Taqwa Invest Account and enable related Transaction and trading arrangements;
(ii) to supply the services;
(iii) to meet Taqwa Invest’s obligations under DFSA Rules and other applicable law;
(iv) for client service, analysis and market research purposes;
(v) to undertake credit and reference checks and/or to recover a debt or for the purposes of legal proceedings; and/or
(vi) for general account administration purposes.
7.6 You acknowledge and agree that Taqwa Invest may share your Personal Data in the following circumstances:
(i) where Taqwa Invest uses your Personal Data to assess your eligibility for the services and to verify your identity;
(ii) Taqwa Invest may share Personal Data with its affiliates and with third parties who may administer and operate the Taqwa Invest Account from time to time. Taqwa Invest will always take appropriate measures and meet its legal obligations to ensure that any Personal Data transferred to such third parties is kept securely;
(iii) on an assignment of the obligation and rights under this Agreement, or if Taqwa Invest restructures its business or the whole or any part of its business is sold then Taqwa Invest may transfer your information to the relevant third party provided this is in line with statutory data protection requirements; and
(iv) Taqwa Invest may share your Personal Data with UAE and overseas law enforcement agencies or regulatory authorities and other relevant bodies for crime prevention purposes.
7.7 Taqwa Invest will retain copy records for a period of six (6) years or otherwise stipulated by us in accordance with DFSA Rules and other applicable laws from the date of termination of your Agreement. Taqwa Invest may scan and retain all hard copy documentation including Personal Data within our data storage system indefinitely. Retained data may be archived off-site and can usually be retrieved within three (3) working days. Taqwa Invest may seek to recover reasonable expenses for retrieval of any such data after the date of termination of your Agreement.
7.8 For the avoidance of doubt, Taqwa Invest will at all times collect, use and store Personal Data in accordance with the relevant DIFC Data Protection Law No. 5 of 2020 and DIFC data protection framework.
8.1 Entering Transactions: The Taqwa Invest Platform will display the indicative price to buy, and the price to sell for each product. This is called a “quote”. A quote is not an offer by us to buy or sell any products. Our quotes may be different from the prices provided by other brokers, the market price, as well as the current prices on any exchanges or trading platforms. Although, when we provide a quote, we may take into account the price that we receive from a broker, the market, or any exchanges or trading platforms, we are under no obligation to do this, and we are under no obligation to ensure that the quotes which we provide are within any specific percentage of such price.If the prices on a market, exchange or trading platform are distorted, for example during a short term price spike, or during pre-market, post-market, or intra-day auction periods, we may reflect similar prices in our quotes, but we are under no obligation to do this. When the underlying market or exchange is closed, our quotes may reflect what we believe to be the current bid and ask price of the relevant product. Quotes and prices are updated and change constantly which means that the price to buy or sell may change between the time that you view or place your order and the time that your order is executed by the Regulated Third Party Provider. We will tell you the price that your order was executed at. The number of shares or securities that we display may also change between the time that you view or place your order and the time that and the time that your order is executed by the Regulated Third Party Provider.When you use our services, you will place an order. An order is any request placed by you with us to purchase or to sell or otherwise deal in securities (via the Regulated Third Party Provider) on the trading platform from time to time. We will then need to accept your order and instruct the Regulated Third Party Provider to execute it for it to take effect. You can place an order by using the Taqwa Invest Platform. We will instruct the Regulated Third Party Provider to execute orders that are received from your Taqwa Invest Account on the Taqwa Invest Platform, and which we reasonably believe are from you, or authorised by you. Please be careful when making an order. If you place orders by accident or in error, for example if you place multiple orders which are the same, we will assume that you did this on purpose, and we will instruct the Regulated Third Party Provider to execute them without checking this with you.Once we accept your order, we will transmit it to the Regulated Third Party Provider to execute it in accordance with any specific instructions that you give. This is called a trade. We cannot guarantee that your execution price will match your order price. This is because the market may be volatile and/or the price may have moved up or down between the time that you place your order (or the time your limit order, take profit and/or stop loss order has been activated) and the time that the Regulated Third Party Provider executes your order. This is known as slippage. When this happens, we will execute your order at the next best price. If you have placed an order during: (a) times in which the market of the underlying is suspended (for example, during the weekend or at off-market hours, suspension due to market conditions or due to any other event in which the market of the underlying is suspended), and/or (b) during the time the market was open, however, your order is triggered shortly following a suspension, then the applicable order you have placed will be executed by Regulated Third Party Provider as soon as is reasonable under the circumstances when market liquidity conditions are reasonable. We do not guarantee that your order will be executed by the Regulated Third Party Provider at the first available underlying market price at commencement of trading or within any specific range compared to other market prices which may be available to you from other sources. We are not liable for any loss or for other claims which you may have in connection with such orders. We will transmit orders to Regulated Third Party Providers for execution during trading hours. Different products have different trading hours. It is your responsibility to ensure you are aware of the trading hours for the product you are trading. We may agree to instruct the Regulated Third Party Provider to execute orders outside of business hours, at our discretion. Where you place an order outside of market hours, or where the product you are trading has a 24/7 market, but your order is placed during a period where there is limited trading (for example during the weekend), the availability of the different functionalities which we may provide as part of our services, including instructions which you may give in respect of a trade, may be delayed or may not be available. We are not liable for any loss which results from your inability to access or provide certain trading functionalities and instructions. You may request to cancel or modify an order which we have not instructed the Regulated Third Party Provider to execute. However, we cannot guarantee that we will be able to carry out your request. This will depend on the product that you are trading. We are not required to accept every order that you make and we reserve the rights to decline any order or transaction. If we have accepted your order, we are not required to instruct a Regulated Third Party Provider to complete/execute every order. We provide below a non-exhaustive list of examples of situations where we may not accept an order, not instruct a Regulated Third Party Provider to execute or complete an order, or cancel an order:
(i) if we reasonably believe the security of your Taqwa Invest Account or Account with the Regulated Third Party Provider is at risk, or if we’re concerned about unauthorised or fraudulent use of your Accounts with Taqwa Invest. This might happen if we think someone is using your Taqwa Invest Account or your Regulated Third Party Provider Account provider without your permission;
(ii) if you do not have enough money in your Regulated Third Party Provider Account to cover the maximum amount of loss associated with your order, plus any associated fees, charges and applicable margin;
(iii) if we reasonably believe that there is an error with your order. For example, if you have placed an order that is unusually large and you have never done this before;
(iv) if the order you have requested is unusual or for exaggerated volumes;
(v) there is an error with the quote that is displayed. For example, if the quote is manifestly different to the market price, prices on exchanges, prices on trading platforms, and/or if the quote is clearly loss making;
(vi) there is a change in applicable law, which means that the order is no longer in compliance with applicable law;
(vii) an exchange requests or recommends that the order is cancelled;
(viii) you breach the rules of trading.
8.2 If we do not accept your order, instruct the Regulated Third Party Provider to complete/execute your order, or if we cancel your order, we will inform you by making that information available on the Taqwa Invest Platform, unless there is a legal reason that we cannot provide this information to you.
8.3 If we have instructed a Regulated Third Party Provider to execute your order, and a transaction has occurred, we may instruct the Regulated Third Party Provider to take corrective actions and either modify the transaction, or void the transaction. We will inform you of errors by making information available on our trading platform, including any corrective actions we intend to take.
8.4 A Regulated Third Party Provider may use the money in your account to pay fees, costs or charges which become due and payable. Where you enter into a transaction, all fees, costs, and charges for that transaction will become due and payable immediately upon execution, and the Regulated Third Party Provider will deduct the relevant sum from your account at that point.
8.5 We will not be responsible for any losses you incur as a result of any actions or inactions taken by us in accordance with clause 8.1.
8.6 Taqwa Invest will transmit buy/sell trade orders to effect a transaction to the Regulated Third Party Provider for execution, based on your instructions. We will not advise you about the merits of any transactions. We will be dealing on an Instruction-Only Basis. All deals are arranged on your behalf with the Regulated Third Party Provider (who execute and are the counterparty to all trades).
8.7 We do not have to make sure that any transaction is suitable or appropriate for you. Therefore, you will not benefit from the protections of any relevant DFSA Rules which dictate when we need to assess the suitability or appropriateness of any transaction for you.
8.8 Instructions to Taqwa Invest: Taqwa Invest will act on your instructions to undertake (on your behalf) such actions as may reasonably be required for Taqwa Invest to pass orders and effect transactions through a Regulated Third Party Provider on your behalf.
8.9 You will execute and deliver any authorizations and documents as may be reasonably necessary for Taqwa Invest to carry out the arranging services under this Agreement
9. YOUR OBLIGATIONS
9.1 You acknowledge that Taqwa Invest will be relying on the information or documents provided by you to Taqwa Invest. It is your responsibility to ensure that information or documentation provided by you to Taqwa Invest is complete, accurate and not misleading in any material respect and that you have notified Taqwa Invest of any information which could be relevant to the performance of Taqwa Invest’s duties under this Agreement.
9.2 Further, we may, from time to time, require additional information and/or documents (including as required by anti-money laundering regulations and any other similar regulations applicable to us (“AML“), as well as for anti-fraud measures or any other related internal procedures), or clarifications to information and/or documents which you have provided to us. The information you provide to us must be complete, accurate and not misleading. If you do not provide us with the required information, or if you provide inaccurate, incomplete or misleading information, we will not be able to open a Taqwa Invest Account for you, or, if you already have a Taqwa Invest Account, we may freeze, block, or close your Taqwa Invest Account.
9.3 You will be responsible for all tax returns, filings and reports on any transactions undertaken pursuant to this Agreement and for the payment of all unpaid capital calls, taxes or other liability arising out of, or in connection with, the investments held in your Account.
9.4 You acknowledge that borrowing money to finance a contribution into your Regulated Third Party Provider Account involves the risk that the value of your capital investment will go down. If you borrow money to make a contribution, it is your sole responsibility to repay the loan and pay interest as required by the loan’s term – the obligation to pay back remains even if the value in the Regulated Third Party Provider Account declines. We strongly recommend against borrowing to fund an investment arranged with Taqwa Inves.
10. KEEPING YOUR ACCOUNT(S) SAFE
10.1 If we accept your application, we will open a Taqwa Invest Account for you. You will need to choose a username and a password to access your Taqwa Invest Account and we may also require other security details. It is your responsibility to take all reasonable steps to keep your Taqwa Invest Account safe. You should select a password that is not easy to guess (such as using a combination of uppercase and lowercase letters, numbers and symbols) and is a unique password for your Taqwa Invest Account. We recommend that you do not reuse a password previously used by you for other platforms/services.
10.2 You will need to change your security details immediately and contact us as soon as possible if you think someone else knows them. We may block access to your Taqwa Invest Account or block access to our services if we believe that it is necessary for security or legal reasons. For example, if we think someone may have access to or is using your Taqwa Invest Account without your permission. We may contact you to provide you with new security details, or contact you to require you to change your security details.
10.3 You must not give any third party (including minors) any access to and/or control of your Taqwa Invest Account. If you elect to give another person access to and/or control of your Taqwa Invest Account, you do so at your own risk and we will not be responsible for the decisions of that third party.
11. INSTRUCTIONS AND COMMUNICATION
11.1 Instructions may only be provided by you through the Taqwa Invest Platform. All written communications should be directed to Taqwa Invest’s registered office at the address set out in clause 20.3 of this Agreement and on our Website. Complaints should be notified to Taqwa Invest in accordance with clause 16.
11.2 Taqwa Invest will be entitled to act on any instructions reasonably believed to be from you or an authorized representative of you. It is your responsibility to keep the security details applicable to your Taqwa Invest Account safe and not share them with any other person. Where you have any reason to suspect that your security details have or might be compromised, you must contact us immediately.
11.3 You acknowledge that: a) Taqwa Invest may not accept instructions until it is able to satisfy itself that the instructions originated from you or an authorized representative of you; b) Taqwa Invest will not be responsible for any losses or loss of opportunity due to any delays arising from Taqwa Invest confirming the validity of instructions or the accuracy of instructions where they are, in Taqwa Invest’s reasonable opinion, unclear.
11.4 Taqwa Invest will not be responsible for the advisability or suitability of transactions made at your instruction.
11.5 Taqwa Invest, in its sole discretion, may refuse to act on an instruction given by you or an authorized representative of you, where:
(i) it has reason to doubt the validity of the instruction; and/or
(ii) the instruction is not capable of being carried out on the Taqwa Invest platform.
11.6 Taqwa Invest will not be obliged to deal with any person to whom you may have disposed of or otherwise assigned or transferred to or encumbered any funds, assets or other entitlements held in or under your Taqwa Invest Account.
11.7 Transaction statements, third party valuation reports and other third party summary and research reports on the Taqwa Invest Account and third party reports or investment commentary as Taqwa Invest may choose to provide as part of your subscription, may be provided electronically to you by email to the address provided by you or via the dashboard on the Website and/or the Taqwa Invest Platform.
11.8 All communications between you and Taqwa Invest must be in English. By entering into this Agreement, you confirm that you can read and understand the English language. If you are in doubt as to the meaning of any clause in any document that we provide to you, please seek independent advice.
12. CLIENT FUNDS AND ACCOUNT FUNDING
12.1 We are not permitted under the DFSA Rules to receive or hold any funds on your behalf. You acknowledge and agree that any funds relating to your Transactions will be held with the Regulated Third Party Provider.
12.2 Where you transfer your funds to a Regulated Third Party Provider, you acknowledge and agree that your funds will be held with a bank that is not approved under the Client Money rules of the DFSA and that your funds may therefore not be protected as effectively as had it been held in a client bank account in the DIFC.
12.3 You acknowledge and agree that you are solely responsible for reading and accepting the terms and conditions of the Regulated Third Party Provider before sending your funds to the Regulated Third Party Provider.
12.4 You can initiate a payment using a debit card through our platform after which the funds will be deposited into your account with the Regulated Third Party Provider. You acknowledge that Taqwa Invest will incur card processing fees and charges and other administrative costs in providing you with the convenience of making a deposit using your debit card and agree that we shall be entitled to apply an additional fee on top of the amount funded using your debit card, which shall be added to the total value of the card transaction to be authorised. Prior to making a payment using a debit card, you will be presented with the total amount of such fee that will be added to the value of the card transaction and be required to consent to this fee.
12.5 Maximum to invest for a retail client in one calendar year is (50000$)
13. LENDING, BORROWING AND UNDERWRITING
13.1 Taqwa Invest will not instruct the Regulated Third Party Provider to:
(i) commit you to supplement the assets in your Account by borrowing cash or investments on your behalf and by committing you to a contract which may require you to supplement such assets; or
(ii) enter into stock lending, stock borrowing, repurchase or reverse repurchase arrangements in relation to assets in your Account.
14. VALUATIONS AND REPORTING
14.1 Statements showing the composition and value of your Taqwa Invest Account and Regulated Third Party Provider Account and ongoing transactions will be provided in your secure Taqwa Invest Account area on our Taqwa Invest Platform.
14.2 Valuation levels used in statements for the Taqwa Invest Account to reflect the assets held in your Regulated Third Party Provider Accounts will reflect Taqwa Invest’s good faith effort to ascertain fair market values for the assets based on pricing and valuation information that Taqwa Invest believes to be reliable and which may comprise and be based on valuation information provided by Regulated Third Party Provider. Variations in market conditions will mean that the prices shown in periodic statements and any other reports do not necessarily reflect realizable values
15. REPRESENTATIONS, WARRANTIES AND COVENANTS
15.1 Representations and Warranties: You represent and warrant to us as of the date of this Agreement and the date of each Transaction that:
(i) (you have the power to execute, deliver and perform your obligations under this Agreement and all necessary action has been taken to authorise that execution, delivery and performance;
(ii) as at the date of each Transaction, you have all the necessary authority, powers, consents, licenses and authorisation and have taken all the necessary action to enable you lawfully to enter into such Transaction;
(iii) you have obtained from all relevant authorities all licences, permissions and consents required in order for you to enter into a Transaction and to perform your obligations under this Agreement;
(iv) this Agreement, each Transaction and the obligations created under them are binding upon you and enforceable against you in accordance with their terms and do not and will not violate the terms of any regulation, order, charge or agreement by which you are bound;
(v) no event of default (“Event of Default“) or any event which may become (with the passage of time, the giving of notice, the making of any determination or any combination of the above) an event of default (a “Potential Event of Default“) has occurred and is continuing with respect to you;
(vi) you act as principal and sole beneficial owner in entering into this Agreement and each Transaction;
(vii) any information which you provide or have provided to us in respect of your financial position, domicile or other matters is accurate and not misleading in any material respect;
(viii) except as otherwise agreed in writing by us, you are the sole beneficial owner of all funds you transfer to us or the Regulated Third Party Provider under this Agreement;
15.2 Covenants: You will:
(i) at all times obtain and comply, and so all that is necessary to maintain in full force and effect, all authority, powers, consents, licenses and authorisations referred to in this clause 15;
(ii) promptly notify us of the occurrence of any Event of Default or Potential Event of Default with respect to yourself.
(iii) use all reasonable steps to comply with all Applicable Regulations in relation to this Agreement and any Transaction, so far as they are applicable to you or us, and in any event you will at all times act with due skill and care.
16.1 Complaints: If you have any complaint about our performance under this Agreement, you should direct that complaint to our Compliance Officer at [email protected], who will investigate the nature of the complaint in accordance with our complaints handling procedure to endeavour to resolve it. A copy of our complaints handling procedure is available on request. We have procedures for handling your complaints fairly and promptly and in accordance with the DFSA Rules.
16.2 Should we consider that the Regulated Third Party Provider is entirely or partly responsible for the matter complained of, we may refer your complaint to that institution. In this instance, we will firstly inform you that the Regulated Third Party Provider is entirely or partly to blame and will obtain your consent in writing to refer the complaint to the relevant institution.
16.3 We will try to resolve your complaint as quickly as possible and to your complete satisfaction. If we are unable to satisfactorily address your complaint, you may be able to refer your complaint to the DFSA for independent assessment. Should you wish to contact them you can do so in writing at: Dubai Financial Services Authority, Level 13, The Gate, PO Box 75850, Dubai, UAE.
17.1 Termination: Unless required by Applicable Regulations, you may terminate this Agreement and the relationship between us by giving us 30 (thirty) days notice of termination using Taqwa Invest Platform. Upon receipt of your termination request we will notify the Regulated Third Party Provider to close your Regulated Third Party Provider Account. The redemption of your funds will be governed by the terms and conditions of Regulated Third Party’s Customer Account Agreement.
17.2 Upon terminating this Agreement, subject to clause 17.1, all amounts payable by you to us will become immediately due and payable including (but without limitation):
- (i) (All outstanding fees, charges and commission; and
- (ii) Any investment expenses incurred by terminating this Agreement.
- All outstanding transactions at the time of Taqwa Invest Account closure will be settled and the investments in your Regulated Third Party Provider Account sold, with the funds and proceeds in your Regulated Third Party Provider Account remitted to your designated account in accordance with the terms and conditions of the Regulated Third Party’s Customer Account Agreement.Termination with immediate effect: Each of the following, including but not limited to, will constitute an event for termination of this Agreement with immediate effect and without further notice to you:You fail to make any payment when due under this Agreement, or to observe or perform any other provision of this Agreement and such failure continues for one (1) Business Day after notice of non-performance has been given by us; We have reason to suspect fraud or that the security of the Taqwa Invest Account or Regulated Third Party Provider Account has otherwise been breached; We have reason to suspect that the Regulated Third Party Provider Account or Taqwa Invest Account is being used in a way that is contrary to financial services and markets regulations, for market abuse, or for the furtherance of a financial crime including money laundering; You fail to provide us with information that in our reasonable opinion we need to satisfy our obligations under any applicable laws, rules and regulations, whether relating to the prevention of financial crime or otherwise; We have reason to suspect that your Accounts are being used in a way that is contrary to sanctions related laws, rules or regulations. You commence a voluntary case or other procedure seeking or proposing liquidation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law; An involuntary case or other procedure is commenced against you seeking or proposing liquidation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law. To the extent we are permitted to do so by Applicable Regulations we will contact you on the suspension of your Accounts promptly and seek to satisfactorily resolve the issue and will remove the suspension when we do so resolve the issue. We may be prohibited by law from contacting you or discussing details with you.
17.3 Existing Rights: Termination or expiry of this Agreement will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
17.4 The following clauses will continue in full force
(i) clause 18 (Exclusions, Limitations and Indemnity);
(ii) clause 21 (Governing Law and Jurisdiction); and
(iii) any other clauses agreed between us in relation to such Transactions
18. EXCLUSIONS, LIMITATIONS AND INDEMNITY
18.1 Taqwa Invest gives no assurance or guarantee that the value of investments in your Regulated Third Party Provider Account will not go down or that the investment held in your Regulated Third Party Provider Account will generate profits or income, or that any investment or savings goals you may have (even where you have notified us of them) will be achieved.
18.2 Taqwa Invest will not be liable for any error of judgement or any loss suffered by you in connection with the services it provides to you under this Agreement (and in particular, but without limitation, Taqwa Invest will not be liable for any loss which may be sustained in the purchase, holding or sale of any investments in accordance with those services) unless such loss arises from negligence, wilful default, dishonesty or fraud by it or any of its employees. Taqwa Invest will not be liable for any other losses suffered by you (which will include loss of profits, income or capital, costs, expenses, claims or damages) including losses arising from:
(i) negligence, wilful default, fraud or insolvency of any other person;
(ii) Taqwa Invest carrying out or relying on instructions or on any information provided or made available to Taqwa Invest by you, Regulated Third Party Provider, any appointed representative or agent of yours or any person duly appointed by Taqwa Invest;
(iii) market conditions or changes in market conditions; or
(iv) any delayed receipt, non-receipt, loss or corruption of any information contained in email or for any breach of confidentiality resulting from email communication or any consequential loss arising from either of the foregoing.
18.3 Taqwa Invest will not be liable for any consequential, special, indirect or speculative loss or damage, or loss of profits, loss of opportunity, goodwill or reputation suffered by you or any other person.
18.4 In particular, but without limitation, Taqwa Invest will not be liable for any default of any counterparty, bank, sub-custodian, or any other entity which holds money, investments or other documents of title on behalf of you or with or through whom transactions are conducted for you. Taqwa Invest will not be liable to you for any losses incurred by you as a result of the acts or omissions of the Regulated Third Party Provider, save to the extent that such losses are caused by Taqwa Invest’s negligence, wilful default or dishonesty in complying with clause 18.5.
18.5 The Taqwa Invest Platform is provided “AS IS” on an “IS AVAILABLE” basis without any representations or any kind of warranties whatsoever (whether expressed or implied by law). We and our licensors disclaim to the fullest extent permitted by law all express, implied and statutory warranties, including without limitation, the warranties as to functionality, operability, accessibility, accuracy, correctness, reliability, updatedness, timeliness, satisfactory quality, merchantability, fitness for a particular purpose, and non-infringement of proprietary rights. Without limiting the foregoing, we do not warrant that our services, functions contained in or access to the Website and/or your Taqwa Invest Platform and/or the dashboard or other content will be timely, uninterrupted or error-free without omission, that defects will be corrected, or that the Taqwa Invest Platform or its contents are free of infection by computer viruses and/or other harmful or corrupting code, programme, macro and such other unauthorized software, or that the download, installation or use of any systems or content of the Taqwa Invest Platform in or with any computer will not affect the functionality or performance of the computer. We are not responsible or liable for the deletion or failure to store any content maintained or posted by or through the Taqwa Invest Platform.
18.6 The content of the Taqwa Invest Platform is only intended to provide you with general information and is neither an offer to sell nor a solicitation of an offer to purchase any security and may not be relied upon for investment purposes.
18.7 Any commentaries, articles, daily news items, public and/or private chat publications/communications, stock analysis, stock reports and/or other information contained in the Taqwa Invest Platform should not be considered, or construed as, professional or investment advice, nor should be relied upon as such. The information contained within any commentaries, articles, daily news items, public and/or private chat publications/communications, stock analysis, stock reports and/or other information contained in the Taqwa Invest Platform is not specific to your personal circumstances and should not be taken as advice or recommendation and, before taking any particular action, specific and personal advice should be obtained from an independent advisor of your choice.
18.8 Limitation of Liability: We will not be liable to you for any partial or non-performance of our obligations hereunder by reason of any cause beyond our reasonable control, including without limitation any breakdown, delay, malfunction or failure of transmission, communication or computer facilities, industrial action, act of terrorism, act of God, acts and regulations of any governmental or supra-national bodies or authorities or the failure by the relevant intermediate broker or agent, agent or principal of our custodian, sub-custodian, dealer, market, clearing house, or regulatory or self-regulatory organisation, for any reason, to perform its obligations. Nothing in this Agreement will exclude or restrict any duty of liability we may have to you under the regulatory system (as defined in the DFSA Rules), which may not be excluded or restricted thereunder.
18.9 Indemnity: You will pay to us such sums as we may from time to time require in or towards satisfaction of any debit balance on any of your Accounts with us and, on a full indemnity basis, any losses, liabilities, costs or expenses (including legal fees), taxes, imposts and levies which we may incur or be subjected to with respect to any of your Accounts or any Transaction or any matching Transaction on a market or with an intermediate broker or as a result of any misrepresentation by you on any violation by you of your obligations under this Agreement (including any Transaction) or by the enforcement of our rights.
19. FORCE MAJEURE
19.1 In the event of any failure, hindrance or delay in performance of Taqwa Invest’s obligations under this Agreement where such failure, hindrance or delay arises directly or indirectly from circumstances outside Taqwa Invest’s control, including, but not limited to acts or regulations of any governmental bodies or authorities or securities exchanges, any delay or changes in the market conditions, settlement system, a custodian refusing to act on Taqwa Invest’s instructions or the breakdown, failure, disruptions or malfunction of any telecommunications or computer service, except for Taqwa Invest’s own systems, Taqwa Invest will have no liability for any loss or change in the value of the assets in the Regulated Third Party Provider Account or any opportunity lost incurred as a result of above failure or delay.
20.1 Amendments: We have the right to amend the terms of this Agreement. If we make any material change to this Agreement, we will provide you with at least thirty (30) Business Days written notice to you. Such amendment will become effective on the date specified in the notice. For the avoidance of doubt, any amendment to the Subscription Fees will be deemed material. If you do not close your Accounts prior to the date on which you are notified that the changes will come into effect, you will be deemed to have agreed to the changes and they will apply to your Accounts.Any other amendment must be agreed in writing between us. Unless otherwise agreed, an amendment will not affect any outstanding order or Transaction or any legal rights or obligations which may already have arisen.
20.2 Assignment: Taqwa Invest may on thirty (30) days’ prior written notice (which may be via email to the email address provided to Taqwa Invest by you), assign its rights and/or obligations under this Agreement to a third party selected by Taqwa Invest, including by way of merger, consolidation or the acquisition of all or substantially all of Taqwa Invest’s business and assets relating to this Agreement, provided that; (i) doing so will not adversely affect your rights or obligations under this Agreement; and (ii) the assignee is to Taqwa Invest’s reasonable satisfaction able to provide an equivalent level of service and regulatory and commercial assurance.
20.3 Notices: Unless otherwise agreed, all notices, instructions and other communications to be provided by us under this Agreement will be given to the address or email provided by you. You will notify us of any changes to your address.All notices, instructions and other communications to be given by you to us under this Agreement will be given in writing using the details below or such other details as may be notified to you from time to time.Address: N1702 E, Emirates Financial Towers, DIFC, Dubai, UAE
(“UAE”) Email: [email protected] For the attention of: Legal & Compliance Department
20.4 Electronic Communication: Subject to Applicable Regulations, any communication between us using electronic signatures will be binding as if it were in writing. Orders or instructions provided to us via email or other electronic means will constitute evidence of the orders or instructions provided to us
20.5 Recording of Calls: In order to comply with our regulatory requirements, we are required to record telephone conversations relating to Transactions. You consent to the recording of such telephone conversations and the use of such recordings and/or transcripts from such recordings for any purpose. The recordings and/or transcripts will be our sole property and you acknowledge and agree that they may be used as evidence of the orders or instructions that you provided.
20.6 Our Records: Our records, unless shown to be wrong, will be evidence of your dealings with us in connection with our services. You will not object to the admission of our records as evidence in any legal proceedings because such records are not originals, are not in writing or are documents produced by a computer. You will not rely on us to comply with your record keeping obligations, although records may be made available to you on request at our absolute discretion.
20.7 Your Records: You agree to keep adequate records in accordance with Applicable Regulations to demonstrate the nature of orders submitted and the time at which such orders are submitted.
20.8 Third Party Rights: This Agreement will be for the benefit of and binding upon us both and our respective successors and assigns. You will not assign, charge or otherwise transfer or purport to assign, charge or otherwise transfer your rights or obligations under this Agreement or any interest in this Agreement, without our prior written consent, and any purported assignment, charge or transfer in violation of this clause will be void.
20.9 Time of Essence: Time will be of the essence in respect of all your obligations under this Agreement (including any Transaction).
20.10 Rights and Remedies: The rights and remedies provided under this Agreement are cumulative and not exclusive of those provided by law. We will be under no obligation to exercise any right or remedy either at all or in a manner or at any time beneficial to you. No failure by us to exercise or delay by us in exercising any of our rights under this Agreement (including any Transaction) or otherwise will operate as a waiver of those or any other rights or remedies. No single or partial exercise of a right or remedy will prevent further exercise of that right or remedy or the exercise of another right or remedy.
20.11 Set-off: Without prejudice to any other rights to which we may be entitled, we may at any time and without notice to you set-off any amount (whether actual or contingent, present or future) owed by you to us against any amount (whether actual or contingent, present or future) owed by us to you. For these purposes we may ascribe a commercially reasonable value to any amount which is contingent or which for any other reason is unascertained.
20.12 Partial Invalidity: If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Agreement nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
21. GOVERNING LAW AND JURISDICTION
21.1 Governing Law: A Transaction which is subject to the rules of a market will be governed by the law applicable to it under those rules.
21.2 This Agreement will be governed by and construed in accordance with the laws of the DIFC.
21.3 Dispute Resolution: Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, will be subject to the exclusive jurisdiction of the Courts of the DIFC. For disputes under AED 1,000,000 in value, the parties agree to exclusively hear the matter in the Small Claims Tribunal at the DIFC Courts.
22.1 Defined Terms: In this Agreement”Accounts” means collectively the Taqwa Invest Account and the Regulated Third Party Provider Account.”Applicable Regulations” means each of the following, as in force from time to time:“Associate” means an undertaking in the same group as us, a representative whom we or an undertaking in the same group as us appoints, or any other person with whom we have a relationship that might reasonably be expected to give rise to a community of interest between us and them. “Taqwa Invest Account” means an account opened by you directly with Taqwa Invest for the purposes of arranging deals in investments with a Regulated Third Party Provider which will display in aggregate the status of your Regulated Third Party Provider Account(s). “Taqwa Invest Platform” means the Taqwa Invest mobile application. “Business Day” means a day which is not a Friday or a Saturday and upon which banks are open for business in the United Arab Emirates “DFSA” means Dubai Financial Services Authority. “DFSA Rules” means the subsidiary legislation made under the DIFC Regulatory law 2004 by the Board of Directors of the DFSA or any other law applicable in the DIFC which is administered by the DFSA. “Financial Instrument” means and includes but is not limited to securities, futures, swaps, forward rate agreements and any other derivative contracts relating to securities, currencies, interest rates or yields, or other derivatives instruments, financial indices, financial measures or commodities; “Instruction-Only Basis” means we will convey your instructions to arrange to buy and sell securities through a Regulated Third Party Provider but will not give you advice about the securities and/or any Transactions. “Order” means an instruction to buy or sell a Financial Instrument at a price quoted by us as appropriate. “Retail Client” means as defined in the DFSA Rules. “Risk Disclosure Statement” means as defined in Schedule 1. “Regulated Third Party Provider” means an entity, including but not limited to a US broker-dealer, which is licensed to carry out certain financial service and brokerage services activities including: (a) holding your funds; and (b) the execution of certain transactions that are arranged by Taqwa Invest on an Instruction-Only Basis and offered to you through the Taqwa Invest Platform. “Regulated Third Party Provider Account” means an account opened by you with a Regulated Third Party Provider. “Subscription Fee” means the fees that are required to be paid by you to us on a monthly and/or annual basis for the duration of the subscription period. “Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any interest or penalty payable in connection with any failure to pay or any delay in paying any of the same). “Transaction” means any transaction in a Financial Instrument or any other contractual arrangement entered into between you and us. “United States Resident” means any natural person resident in the United States. “VAT” means any value-added tax, including value added tax as provided for in the United Arab Emirates Value Added Tax Law No. 8 of 2017, and any other Tax of a similar nature. “Website” means Taqwa Invest’s website, as amended from time to time, which may be found at www.taqwainvest.com.
(i) DFSA Rules or any other rules of a relevant regulatory authority; and
(ii) All other applicable laws, rules and regulations.
- (i) be defamatory of any person;
- (i) exclusive of VAT or any other similar taxes, and you will in addition pay an amount equal to any VAT chargeable on those sums; and