Introduction

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These are our standard client agreement terms and conditions (“Terms”), and it sets out the basis on which Wahed Invest Ltd. (“Wahed”), a subsidiary of Wahed Inc. with its registered address at 16192 Coastal Highway, Lewes, Delaware 19958, United States of America, provides you with its discretionary investment management service. Wahed is registered in the Abu Dhabi Global Market (“ADGM”), with its registered address at Cloud Suite 213, 15th floor, Al Sarab Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates, holding ADGM registered number 000004971. 

In order to perform the trade execution for and on your behalf, Wahed has appointed a broker-dealer and a custodian. Wahed has appointed Wahed Securities Limited (“WSL”), an affiliate in the Wahed group of companies, as the broker with its registered address at Citadelle Mall, Sir  Virgil Naz Street, Port Louis, Mauritius, to act as a broker-dealer. WSL holds a securities account with a regulated custodian, Mauritius Commercial Bank with its registered address at 9-15 Sir William Newton Street, Port-Louis, Mauritius (“Custodian) which provides its custody service. 

References to “we”, “us”, or “our” are references to Wahed. References to “Services” are to the services provided by us. “Client”, “you” and “your” refer to any person operating or intending to operate an account with us.

Capitalised terms not defined in these Terms shall have the same meaning attributed to them in the relevant Rules of the ADGM. 

These Terms are split into sections, in which Section 1 deals with matters specific to Wahed’s Services to you, Section 2 deals with matters specific to the Custodian’s services to you, and Section 3 deals with general matters between you and us.

It is important you read these Terms carefully before making any investments, because we will rely on them in all our dealings with you. You should also print off a hard copy, and then keep it safe for future reference.

These Terms will come into effect on the day an account is opened with the Custodian and is ready to receive trading instructions from Wahed based upon the ‘Personal Investment Report’ recommended by Wahed to you.

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Section 1: Wahed Invest Ltd

This section sets out the basis on which Wahed is carrying on managing investments for you.

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Who regulates us?

Wahed Invest Ltd is authorised and regulated by the Financial Services Regulatory Authority (“FSRA”). Our Financial Services Permission number is 220065, and the full FSRA Register is available on the ADGM’s website which can be accessed here https://www.adgm.com/public-registers/fsra.

Wahed is authorised and regulated by the FSRA to carry out the Regulated Activities in or from the ADGM as an Islamic Finance Business:

• Shari’a Compliant Regulated Activities;

• Managing Assets; and 
• Arranging Custody. 

Accordingly, the Regulated Activities and entire business carried out by Wahed will be conducted in accordance with Shari’a and, as such, all references to the business activities and services provided by Wahed in these Terms shall be deemed to be conducted in accordance with Shari’a. 

Wahed appointed Shari'a Review Bureau W.L.L, licensed by the Central Bank of Bahrain under License No. ANC/008 dated 2 July 2007, as its full time Shari'a advisor and administrator of our Shari'a Supervisory Board. The Shari'a Supervisory Board is made of the following recognised members (“Scholars”):

• Sh. Sajid Umar - Qualified Mufti and Judge.  PhD from the Higher Institute of Judiciary at Al-Imam University in Financial Risk Management, and in particular, Standardized Hedging Contracts between Islamic Financial Institutions (Treasury Operations). Head of Department of Fiqh and a lecturer at Knowledge International University
• Sh. Muhammad Umar - Shaikh Muhammad has over 10 years of experience as a Shari’a consultant and academic in various parts of Islamic finance. He has worked predominantly in the financial services along with retail and investment banking and has expertise in corporate advisory and real-estate funds. Sheikh Muhammad works extensively with leading global and domestic financial institutions across the GCC. His work ranges from redesigning conventional Sukuk, organizational structures of funds in the banking, insurance and private equity sector. He procured his Masters (A’alamiyah) in Fiqh and Usool ul Fiqh from Jami’ah Ahsan Ul Uloom and procured Bachelors in Islamic sciences from Jamia Dar-ul-Uloom.
• Dr. Aznan Hassan - Sheikh Dr. Aznan is a member of the Syariah Advisory Council (SAC) of Bank Negara Malaysia and an independent Shari’a Advisor for Islamic securities issuance, approved by and registered with the Securities Commission Malaysia. He is also the Shari’a Adviser to Bursa Malaysia. He received his first degree in Shari’a from University of Al Azhar and his PhD. in Shari’a from University of Wales in the United Kingdom. He teaches Islamic legal theory and Islamic law of transactions at the Islamic Laws Department, Ahmad Ibrahim Kulliyyah of Laws, International Islamic University Malaysia.

The Scholars have reviewed and approved our securities, systems, and technologies. The Shari’a Advisor and Scholars also review all our investments annually to ensure that all returns are permissible in accordance with the Shari’a.

Wahed provides a service whereby Wahed will manage your investments on a discretionary basis (the “Service”). This means that Wahed manages your investment portfolio in accordance with an agreed investment mandate. This mandate will be explained to you in your ‘Personal Investment Report’, made available to you through the Wahed mobile application platform (“the App”) after you sign up. 

Wahed delegates the right to hold client funds and the ability to engage in securities transactions on behalf of clients with WSL to a Third-Party Agent called Mauritius Commercial Bank, but Wahed will remain overall responsible to the client and the subject for any complaints. 

Other than specifically provided in these Terms, our FSRA license does not restrict us from providing any of the services outlined to you.

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Client Classification

Wahed has a Retail Endorsement and is therefore authorised by the FSRA to provide its Services to Retail Clients. On this basis, we will treat you as a Retail Client unless we notify you, in writing, to the contrary. This means that you will have the highest level of protection under the rules made by the ADGM. You may at any time ask us to re-categorise you as a Professional Client, however, you will not benefit from the higher level of protection available to Retail Clients. Further, it is not our general policy to re-categorise Retail Clients and we can reject your request if we feel that you do not meet the requirements of a Professional Client. 

Scope of Services

Wahed is appointed as your discretionary Investment Manager for all your ‘Client Assets’ (which is inclusive of your funds and securities held for investment purposes) that shall be designated by deposit or transfer into Wahed’s or the custodian’s omnibus account held with a local bank in the UAE. The deposit into the omnibus account will be made in USD upon it being transferred to an account held with the Custodian in the name of Wahed (the “Account”). You authorise Wahed to perform the Services as indicated in these Terms in accordance with your financial circumstances, investment objectives, and risk tolerance as specified through your registration in the App. 

You hereby grant Wahed discretionary authority in connection with the Account to be established in Wahed’s name and, in such Account, to purchase or sell securities or other investment products, to sell, manage, and reinvest the amount or type of assets or investments, whether employing margin or otherwise, to instruct the broker-dealer (i.e. WSL), trustee, or the Custodian (as applicable) to receive, accept and deliver securities or other assets, and to implement any investment decisions for the Account, all without prior consultation with you. 

This discretionary authority granted to Wahed includes the authority to hire or retain other investment advisers to exercise any authority granted to Wahed under these Terms, to remove, terminate or replace any such other investment adviser, and to allocate assets belonging to you and, subject to these Terms, between or among any other such advisers, assets and Accounts that are subject to these Terms. This discretionary authority is subject to such other reasonable limitations that you may request upon written notice to Wahed and which Wahed agrees to. 

You may revoke the authority granted to Wahed at any time by submitting a written notice to Wahed or by following such account closure process as described in the App. Other than specified herein, Wahed shall have no authority under these Terms to take or have possession of any assets in the Accounts nor to direct delivery of any securities or payment of funds to itself or direct disposition of such securities or funds to any person other than you. You acknowledge and understand that the Services to be provided by Wahed under these Terms are limited to the management of the assets in the Accounts.

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What is Wahed’s discretion when managing your investments?

Wahed will manage your assets in the Account, on a discretionary basis, in accordance with your investment mandate as specified in the App and these Terms. This means that Wahed will, normally acting as your agent, have discretion in respect of your portfolio to enter into any kind of transaction on your behalf without your consent, in line with your agreed investment mandate, using a broker or agent if Wahed chooses. Therefore, Wahed's discretionary investment management activities are limited to the parameters contained in the Client's Investment mandate. 

Wahed also has the right to change your investments without your consent should circumstances change, for example you withdraw your money so that what is left is not sufficient to justify the strategy being used. Wahed may also exercise this right if the nature of your investments change to the point that they no longer match with the requirements of your investment mandate.

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Suitability Assessment 

Unless otherwise agreed in writing, Wahed will consider suitability for you before first recommending or advising you on a financial product or investment arrangement, we will undertake an appropriate assessment of your:

• particular needs, objectives, and financial situation; and 
• risk tolerance, knowledge, experience and understanding of the risks involved, based on the information you provide to us.

We will not consider suitability for you if: 

• we have classified you as a Market Counterparty; 
• we are merely promoting a financial product or a financial service to you; or 
• you instruct us to arrange an execution-only transaction. 

Under such circumstances, you understand and agree that we will not have any duty to advise you in respect of either that execution-only transaction or any subsequent investment arrangement acquired under that execution-only transaction and you are responsible for assessing the suitability of that execution-only transaction in the context of your investment objectives.  

Using the App, you will be required to provide information to determine your financial situation and investment objective, which includes personal information, in order for Wahed to determine if investing is suitable for you. If you are suitable, Wahed will allow you to proceed with opening an account on the App. You must provide answers to the best of your ability to ensure Wahed’s Services are suitable for you. 

You will be asked to pick one portfolio (investment mandate) from a selection of options on the App, unless otherwise directed in writing, Wahed will recommend investment strategies and investments based on the profile information specified by the Client on the App and consistent with Client’s financial circumstances and other information derived from analysis of the client suitability profile. Therefore, you recognise that the value and usefulness of the investment strategies and the Services of Wahed will depend upon the accuracy and completeness of the information that you provide. You therefore agree to provide complete and accurate information and documents that Wahed requires, in Wahed’s sole judgment, in order to provide the Services hereunder. 

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Wahed Invest does not provide regulated advice

Please note that Wahed does not provide any advice, including financial advice, on investments. If you have any questions regarding your investments, including the risks associated with investing in a particular product or market, you should consider seeking independent advice from a suitably qualified professional advisor. This might include, but may not be limited to, financial advice, investment, legal and tax advice. Wahed cannot give you any investment, legal, taxation or other advice in connection with your investments. Wahed will only assess whether or not you are suitable for Wahed’s Service. If you are unsure or feel that your needs go beyond the scope of the Service, Wahed highly recommends that you seek independent financial advice.

Other than this, the FSRA license does not restrict us from providing any of the Services outlined in these Terms to you.

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Ongoing Suitability

Every 12 (twelve) months Wahed will contact you to make sure the Service is still suitable. In the event that this is not the case, Wahed may recommend an alternative investment selection, or that you close your account with Wahed. Furthermore, Wahed reserves the right to stop managing your investments on a discretionary basis.

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Exit

If Wahed finds that investing with us is not suitable for you, Wahed reserves the right to exit you from Wahed’s system. Wahed will explain in writing why this happened and offer you a way to resolve the issue, if the circumstances permit Wahed to do so.

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Conflict of Interests

Wahed will always endeavor to act in your best interests as Wahed’s client. However, circumstances can arise where Wahed or one of Wahed’s other clients may have some form of interest in business being transacted for you. If this happens or Wahed becomes aware that Wahed’s interests or those of one of Wahed’s other client’s conflict with your interests, Wahed will act in accordance with its Conflicts of Interest policy.

Wahed has a compliance department which is responsible for ensuring that Wahed’s control structures and procedures are adequate to ensure compliance with all relevant laws, regulations, codes and practices relating to Wahed’s business activities, which includes identifying, monitoring, and managing actual and potential conflicts of interest. Wahed are committed to operating in the best interests of Wahed’s clients and preventing or managing conflicts of interest fairly, including to ensure that the Islamic Financial Business is carried out appropriately and in compliance with Shari’a. Where there is a conflict of interests, Wahed will not knowingly deal unless Wahed has taken reasonable steps to ensure fair treatment for its clients such as establishing and maintaining effective information barriers to restrict the communication of relevant information. 

On the basis that the arrangements made by Wahed to manage conflicts of interest are not sufficient to ensure, with reasonable confidence, that risks of damage to the interests of a client will be prevented, Wahed will clearly disclose the general nature and/or sources of conflicts of interest to you before undertaking any business for you. 

To the extent Wahed is unable to prevent or manage a conflict or potential conflict of interest, Wahed will decline to act for you in such circumstances of conflict. 

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Voting rights

In providing its discretionary investment management Service to you, Wahed may decide at its discretion whether or not to procure the exercise of any voting rights attached to your investments. Unless instructed otherwise, Wahed shall be entitled to exercise such rights at Wahed’s discretion, provided that Wahed is in compliance with Wahed’s conflicts of interest policy, which can be found in Wahed’s regulatory FAQs via the website at wahed.com.

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Wahed’s liability

Wahed is committed to providing you its discretionary management Service with reasonable skill, care and diligence under these Terms. As long as Wahed does this, Wahed cannot and does not accept any liability for loss (or loss of an opportunity to gain) which arises from the exercise of Wahed’s discretionary investment management for and on your behalf.

Please note Wahed does not provide, nor does Wahed accept responsibility for, legal, tax or accounting advice. Wahed also does not accept liability for an action, or failure to act, by the Custodian, as this is the responsibility of the Custodian.

Please note, however, that despite the above, Wahed does not limit or exclude Wahed’s liability for fraud or death or personal injury as a result of Wahed’s negligence or that of Wahed’s employees.

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Cancellation Rights

Wahed will always honor your statutory rights. After agreeing to invest with Wahed, you are still entitled to cancel your investment for up to 14 (fourteen) business days after having opened your account (the ‘cancellation period’). This is done by sending Wahed written notice of the cancellation to globalsupport@wahedinvest.com.

If you cancel your investment within the cancellation period, Wahed will sell your investments and return the proceeds generated from any sale to you. Wahed will sell your investments within 2 (two) business days (on which the relevant markets are open) of receiving your cancellation instruction, subject to circumstances beyond Wahed’s control.

Please be aware that if the value of your investment(s) has fallen you will not get back the full amount you invested. You will also be liable for any costs Wahed has incurred on your behalf in order to sell the investments.

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Termination

You or Wahed may terminate Wahed’s discretionary management Service at any time for whatever reason, without penalty. If you wish to terminate the Services, you must notify Wahed in writing by email to globalsupport@wahedinvest.com or through the process specified in the App, and termination will take effect from the later of the date of receipt of the termination notice or the date of liquidation of related securities account.

Please note that if and when Wahed’s Services are terminated, unless Wahed agrees with you otherwise in writing, Wahed will sell your investments and return any proceeds received to your designated bank account as confirmed by you on the App. Subject to circumstances beyond Wahed’s control, Wahed will sell your investments within 2 (two) business days (on which the relevant markets are open) of receiving your termination notice / Wahed’s decision to exit you from the Wahed system.

If the value of your investment(s) has fallen, you acknowledge that you will not get back the full amount you had initially invested. Also, please be aware that Wahed offers no refunds for payment of fees already made to Wahed.

How do you keep track of investments and performance?

A statement showing the composition and initial value of your portfolio is provided in the portfolio section on the App which is determined in accordance with your investment mandate. When you instruct Wahed to start providing Wahed’s discretionary management Service, Wahed will acknowledge the instructions received by you in writing, usually through the App or by email.

Wahed will provide you with periodic statements on an annual basis with valuations of your investments, so that you can see how they are performing. In order to help you assess the success of your investments, Wahed will also include in these statements a comparison against a suitable benchmark.

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Section 2: Custodian

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Who Handles Your Money and Investments?

Wahed will not maintain physical custody of your funds and securities (“Client Assets”) held in the Account. Your Client Assets shall be held for safekeeping by a Third Party Agent, that being the Custodian, subject to satisfying the suitability requirements pursuant to COB 14.2.7 and COB 15.5.3. 

Wahed will not act as custodian for the Client Assets in the Account and shall not be liable to you for any act, conduct, or omission by the Custodian. Wahed will not, by virtue of these Terms, have the ability to transfer the Client Assets, except to the extent that may be provided herein. 

Mauritius Commercial Bank handles your money as the Custodian to WSL. Its role is to hold and safeguard your assets, as well as to provide execution facilities for trades made on your Account. Your relationship with the Custodian is governed by the requirements set out in Section 3. 

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Instructions and Executing transactions

Wahed is authorised to give instructions to the WSL with respect to all investment decisions regarding the assets held in Account and the WSL is hereby authorised and directed to effect transactions, deliver securities, and otherwise take such actions as Wahed shall direct in connection with the performance of Wahed obligations in respect of such assets, including, without limitation, securities brokerage transaction. 

You will be notified of all transactions executed on your behalf on the App. 

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CLIENT MONEY AND ACCOUNTS

There are circumstances where Wahed holds or controls money on your behalf in the course of, or in connection with, the carrying on of the Services. Wahed will treat such money received from you or held on your behalf as “Client Money” in accordance with the ADGM’s Client Money provisions under the COB Rules. Wahed will hold such Client Money in a pooled omnibus account referred to as a single ‘Statutory Trust’ Account held with a Third Party Agent, that being the Custodian. The Client Money will subsequently be transferred to WSL, an affiliate in the Wahed group of companies, as the designated broker WSL and such Client Money will be held in a securities account with a regulated custodian in WSL’s jurisdiction for the purpose of Its brokerage activities and to be invested in accordance with the Client mandate. 

All Accounts are established in Wahed’s name for the purpose of holding and controlling Client Assets and such Account shall include the words “Client Account” or similar designating language in their title. All Client Money received by Wahed shall be paid into the omnibus Client Account within 1 (one) Business Day of receipt. 

As a consequence of the protection conferred by the ADGM’s Client Money provisions in the COB Rules, your money will be held separately from money belonging to Wahed and in the event of the Wahed’s insolvency, winding up or other “Pooling Event” stipulated by the FSRA, such money will be subject to the ADGM’s “Client Money Distribution Rules” in COB Rule 14.4.  

Where a Client is classified as a Market Counterparty, the Client, by entering into these Terms, expressly consents for Wahed to exclude the application of the ADGM’s Client Money provisions to Market Counterparties. In such case, the Client, acknowledges and agrees that:

1. the protections conferred by the Client Money provisions do not apply to the Market Counterparty’s money; 
2. as a consequence of this, the Market Counterparty’s money may be mixed with money belonging to Wahed and may be used by Wahed in the course of its business; 
3. in the event of insolvency, winding up or other Pooling Event, it will be an unsecured creditor; and 
4. the disclosures made by Wahed to the Market Counterparty pursuant to these Terms were made to the Market Counterparty before the Market Counterparty provided any money to Wahed. 

Wahed does not pay interest to you on any money that Wahed holds on your behalf and by entering into these Terms you acknowledge that you waive any entitlement to interest under the Client Money provisions or otherwise.  

Wahed may hold the Client’s money in an account in a jurisdiction outside the ADGM. The market practices, insolvency and legal regime applying in that jurisdiction may be different from that of the ADGM.  In terms of its Islamic Finance Business, Wahed undertakes a Wakala shari’a compliant structure whereby Wahed is appointed as a wakeel agent in respect to the business activities conducted on behalf of Clients. 

Furthermore, you agree that Wahed may realise Client Money held on your behalf, and Wahed may close out or liquidate any contracts or positions in respect of the Client Money in order to:

1. pay any fees and charges to Wahed as provided for under these Terms;
2. satisfy any amount owed by you to Wahed as a result of a default by you; or
3. satisfy any sum otherwise due to Wahed by you.  

Wahed also maintains a master list of all Accounts clearly identifying the individual Client’s ownership to any Client Asset which are kept in the Accounts with the Third Party Agent (i.e. Custodian), including in circumstances where such accounts are pooled with the Client Assets of other Clients in the same Account. Such master list includes the following details:

1. the name of the account; 
2. the account number; 
3. the location of the account;
4. the banker or Custodian, its address and contact information; 
5. the account terms and conditions;
6. whether the account is currently open or closed; and 
7. the date of opening or closure. 

A record of each Account on the master list is documented and maintained for a period of at least six (6) years from the date on which the Account is closed.  

Any Client Money received by Wahed in respect of Execution-Only transactions or series of Execution-Only Transactions or for the purposes of enabling the Client to meet its obligations to any other person will be held by Wahed in an Account(s) with the Custodian and will be transferred to an Account within [three (3) days] of receipt by Wahed.]

Wahed will not be liable for the insolvency, acts or omissions of any bank or other third party with whom the Wahed holds Client Money on your behalf.

As part of the reporting obligations, Wahed will provide a monthly statement to you pursuant to the requirements under the Client Money provisions of the COB Rules.  Wahed also undertakes to maintain a system to ensure that accurate reconciliations of the Client Accounts are carried out at least every month.

[In the event that there has been no movement on your Account balance for a period of at least six years (notwithstanding any payments or receipts of charges, interest or similar items) and Wahed is unable to trace you despite having taken reasonable steps to do so, you agree and hereby instruct Wahed that it may cease to treat your money as Client Money and that Wahed may transfer the Account balance into Wahed’s own account. In such circumstances, Wahed [(or a company part of Wahed’s group of companies)] will unconditionally undertake to pay you a sum equal to the relevant Client Money balance transferred in the event that you seek to claim the Client Money balance in the future.]

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SAFE CUSTODY

As part of its discretionary management Services, Wahed may hold or control Client Investments and therefore you will receive the benefits of the protections conferred by the “Safe Custody” provisions pursuant to the COB Rules in respect of Client Assets (“Safe Custody Assets”). Any separate agreements or special conditions applicable to the Accounts used for the purposes of holding the Safe Custody Assets shall apply in addition to these provisions. In the event of any differences between any applicable separate agreement and/or special conditions, the provisions in that agreement shall prevail.  

All Safe Custody Assets will be held with a Third Party Agent, that being the Custodian, and established in Wahed’s name for the purpose of holding and controlling Client Assets and such Account shall include the words “Client Account” in their title.  

Wahed may, in its discretion, elect to mix the Safe Custody Assets with assets of other Clients in the Account. Safe Custody Assets will be held separately from Wahed’s assets in order to ensure that they are readily identifiable.

Wahed will record  all Safe Custody Assets in the legal title of the Account or, where due to the nature of the law or market practice it is not feasible to do otherwise, in the name of Wahed. 

Wahed also maintains a master list of all Accounts clearly identifying your individual ownership to any Client Assets which are kept in the Account(s) with the Third Party Agent, including in circumstances where such accounts are pooled with the Client Assets of other Clients in the same Account. Such master list includes the following details:

1. the name of the account; 
2. the account number; 
3. the custodian, sub-custodian or depository (as applicable);
4. the banker of the account;
5. whether the account is currently open or closed; and 
6. the date of opening or closure. 

The record of the master list is documented and maintained in accordance with the requirements under the COB Rules and for a period of at least six (6) years from the date on which the Account is closed.   

Wahed undertakes to assess the Third Party Agent to determine that it is suitable to hold the Safe Custody Assets on the following basis: 

1. its credit rating;
2. its capital and financial resources in relation to the amount of Safe Custody Investments held;
3. the insolvency regime of the jurisdiction in which it is located;
4. its arrangements for holding the investments;
5. its regulatory status, expertise, reputation and history;
6. its group structure;
7. its use of agents and service providers; and 
8. any other activities of the agent. 

Wahed also undertakes to establish systems and controls to monitor all entities appointed as custodians to ensure that they remain suitable.

Wahed may hold the Safe Custody Assets in a jurisdiction outside the ADGM. The market practices, insolvency and legal regime applying in that jurisdiction may be different from the regime applicable in the ADGM.  

Wahed does not pay interest to you on any Safe Custody Assets that Wahed holds or controls on your behalf and by entering into these Terms you acknowledge that you waive any entitlement to interest under the Safe Custody Provisions or otherwise.  

Subject to other contractual notice periods, any applicable legal provisions and the statutory limitation period, you may require the withdrawal of transfer of the Safe Custody Assets at any time where the usual notice periods and forms of notice must be observed. Upon termination of these Terms, Wahed will require the withdrawal or transfer of the Safe Custody Assets.  You will be liable to Wahed for the costs of delivery of any Safe Custody Assets. 

You agree that Wahed may realise the Safe Custody Assets held on your behalf and Wahed may close out or liquidate any products in respect of the Safe Custody Assets in order to:

1. pay any fees and charges to Wahed as provided for under these Terms;
2. satisfy any amount owed by you to Wahed as a result of a default by you; or
3. satisfy any sum otherwise due to Wahed by you.  

In the absence of any explicit instructions from you, Wahed shall perform the following services in respect of Safe Custody Assets, and in so doing shall rely on the usual means of information available in the sector, without accepting liability for any errors or omissions:

1. supervise coupon payment notices, drawings, calls, conversions,subscription rights, etc
2. detach and collect or present for payment coupons, interest and dividends;
3. renew coupon sheets and exchange temporary certificates for permanent ones;
4. collect redeemable securities;
5. stock splits and stock dividend transactions.

In the absence of timely instructions from you, Wahed shall, in its sole discretion, take the steps it consider appropriate to safeguard your interests and you agree that no liability shall attach to Wahed in this regard save in the event of fraud, gross negligence or willful misconduct. Subscription rights shall be sold automatically, unless you give clear instructions to the contrary within the set time.

Wahed will provide a six-monthly statement to you pursuant to the requirements under the Safe Custody Provisions in the COB Rules. Wahed also undertakes to maintain a system to ensure that accurate reconciliations of the Accounts are carried out at least every month.

Wahed will not be liable for the insolvency, acts or omissions, such as events of default, of any bank or other Third Party Agent with whom the Wahed holds Safe Custody Assets on your behalf.

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Section 3: General obligations

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What are your obligations?

To enable us to provide you with a proper Service, we require you to do the following for us:

1.   Agree with each of Sections 1-3 of this agreement. Please note that we reserve the right to replace your custodian in the future with another custodian.

2.   Confirm that you have not supplied us with information in your suitability questionnaire available on the App or otherwise which is inaccurate or misleading;

3.   Notify us promptly in writing of any change to the information supplied by you to us;

4.   Supply us with all information, documentation or copy documentation that we require in order to allow us to carry out our Account opening procedures;

5.   Provide us with any additional information which may be reasonably required in order that we can fulfil our legal, regulatory and contractual obligations;

6.   Confirm that the investments and cash within your account portfolio are within your complete ownership and free from all liens, charges and any other encumbrances;

7.   Not, except through us, deal, or authorise anyone else to deal in the investments in your account; and

8. Undertake to sign and/or produce, by the time we ask you to, any documents we need to enable us to carry out our duties on your behalf.

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Non-UAE and UAE residents

We do not offer advice on your tax circumstances; therefore, we strongly recommend that  you speak to an independent tax advisor if you are unsure. 

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Fees

We fully disclose our fees to you in monetary and percentage terms in your Personal Investment Report. They are also available for review at all times under the portfolio section online. We calculate and collect fees monthly based on the value of the amalgamated portfolios on the last day of the month (close of business).  The fees charged will be either (i) 0.99% per annum for your amalgamated portfolios between USD100 and USD249,999 or (ii) 0.49% per annum for your amalgamated portfolios of USD250,000 or greater.  We will only charge you our fees (separate to the fund provider fees: the fees charged by the providers of the underlying funds in your portfolio) if your portfolio is at a higher valuation than your initial outlay. We will promptly notify you of any increase or decrease in these fees. An increase in the fee will be effective for your Account starting in the next month that begins at least 30 days after we send or post such notice. A reduction in the fee will be effective for the Account starting in the next month following its reduction.

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Our aligned incentive fee structure is only applicable on new capital invested. We reserve the right to void this structure if we suspect a customer is purposefully withdrawing and reinvesting funds to take advantage of the system.

Please note that it is possible that taxes or costs may exist in addition to those which we pay or impose.

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Anti-Money Laundering

The anti-money laundering regulations require us to verify your identity, to gather information as to the purpose and nature of the business which we conduct on your behalf, and to ensure that the information we hold is up-to-date. We use electronic identity verification systems, at the beginning and throughout our relationship with you. This means your personal information will be shared with third parties, i.e. the relevant agencies who operate the identity verification systems. In addition, we will verify the validity of your bank account information and this will involve us sharing your personal and financial information with 3^rd party providers. Their services compare your data against bank account data, electoral roll, relevant public registers (and this includes the bankruptcy and insolvency register and database of disqualified directors), and other publicly available information such as media reports. Please note that we cannot provide our Services to you until you have passed our anti money laundering checks.

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How will we communicate?

We will communicate with you in English by email or through the App. You may communicate with us and provide us with instructions in English through the App or by email, in accordance with procedures notified to you by us (including security procedures and use of passwords).

You accept that we are deemed to have received any email or App correspondence and instructions at the time we access it. You accept that there may be a delay in responding to correspondence received via email or App. You also acknowledge and accept the risks inherent in email, particularly of its unauthorised interception and of its not reaching the intended recipient.

Although we take all reasonable care to ensure all electronic communications and attachments we send to you are free from any known virus or bug, we will not be responsible for any loss or damage resulting from any attack by a third party on our systems, any computer virus or any other malicious or technologically harmful material that may infect your computer equipment, computer programs, data or other material due to your use of our Service.

We will communicate with a third party, who you authorise (“Authorised Person”), at the address(es) you notify us in writing through the App or by e-mail. As long as we act reasonably, you authorise us to rely on instructions by whatever means transmitted which appear or purport to be sent by you or a third party authorised (i.e. the Authorised Person) by you.

We may record and monitor conversations we have with you, and we will keep a record of all communications and instructions for as long as required by law, which is a minimum of 6 (six) years, or we feel a longer period is appropriate.

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Communication by someone not signed up to these Terms

If you authorise us to accept the instructions from a person that is not signed up to these Terms, such as your introducer, we will do so until we receive notice to the contrary from you. The same rules (set out under “How will we communicate”, above) apply to instructions received from this Authorised Person as they do to instructions received from you and you must ensure that your Authorised Person complies with these rules.

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When may we not act on your instructions?

We reserve the right not to act on your instructions if:

• to do so may involve us or you in a breach of legal and/or regulatory requirements; or
• we believe on reasonable grounds that to do so would be impracticable or against your interests; or
• to do so would run the risk of us suffering financial loss.

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We will endeavour to advise you in writing promptly if such circumstances arise.

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Complaints

We are committed to providing you with a first-class Service. If anything does go wrong, we aim to put it right quickly and efficiently. If we cannot resolve a problem immediately, we will contact you to tell you what we are doing about it. If you wish to complain about any aspect of our Service, please contact us by emailing globalsupport@wahedinvest.com and we will provide you with a copy of our complaints process and procedures free of charge.

If we do not deal with your complaint to your satisfaction, you can refer it to the FSRA by completing an online complaints form which can be accessed here: https://www.adgm.com/registration-authority/complaints/submit-a-complaint. 

The FSRA will only consider complaints that fall within their jurisdiction, and that are submitted in writing to them. Other sources of resolution may include an external dispute resolution scheme, arbitration or the Regulatory Committee, Appeals Panel or the Court in the ADGM. Therefore, you are not prevented from undertaking legal proceedings. 

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What are the specific risks of the products you are investing in?

It is very important to us that you understand the risks involved when making an investment. As such, in addition to our general description of the relevant risks we set out in these Terms and Personal Investment Report, we set out here the risks of investing in the different types of asset we may select for you:

General risks:

Please note that the value of your investments can fall as well as rise and you may not get back the full amount you invested. The price and value of investments may depend on fluctuations in the financial markets, or other economic factors, which are outside our control. Past performance is not necessarily a guide to future performance.

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Bonds and other fixed income investments have the following risks:

●    the price of bonds can go down as well as up, for example the price of bonds tends to fall when interest rates rise;

●    if the proceeds from holding bonds are reinvested in bonds, the new bonds may not provide as large an investment return as the previous bond;

●    the interest or profit rate provided by bonds can be fixed, in which case you may receive a return that does not keep up with inflation;

●    if the provider of the bond becomes insolvent or otherwise unable to pay its debts, then the bond may become valueless; and

●    There is the risk, if selling a bond back into the marketplace, that there is difficulty finding someone willing to buy it, lowering the value of the bond.

Company equity (also called company shares) has the following specific risks:

●    share prices can go down as well as up – this is particularly so for smaller companies, as the combination of both less shares and less buyers of those shares means the share price can change more rapidly;

●    dividend growth is not guaranteed, nor are companies obliged to pay a dividend to you as an investor;

●    companies may go insolvent rendering the shares you hold valueless;

●    the market for equity may decline in value;

●    the company’s earnings and financial markets generally may be volatile; and

●    for smaller companies, shares may not obtain their full value on sale if there is difficulty finding a buyer for those shares.

Overseas investments: these have the risk that they are priced in a currency other than pound sterling (this being the currency of your initial investment). If the exchange rate between pound sterling and other overseas currency changes, such that the same value of overseas currency is worth less pounds sterling, this will cause your investment to lose value. Conversely, the opposite may happen, in which case there will be an increase in the value of your investment. Please note that the effect of investing overseas is separate to and in addition to the actual investment itself.

Investments in emerging markets: have, in addition to the risks involved in investing overseas, significant political, regulatory and economic risks. These may differ in kind and degree from the risks presented by investments in the world’s major markets. These investments have a greater risk of a sudden fall in value, for example if there is difficulty selling them, or as a result of governmental interference.

Please note that there may be other risks in addition to those outlined above in relation to your investment, and there may be further risks that arise in the future.

If any of the risks outlined above are unclear or if you would like to discuss the risks you face in further detail, please let us know by sending an email to globalsupport@wahedinvest.com. 

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Data Protection

All of your personal information and financial information (called personal data) will be collected, processed and held in accordance with Regulation (EU) 2016/679 General Data Protection Regulation (GDPR) and our Privacy Policy, available through our website.

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Amending  these Terms

Wahed may, at any time, and its sole discretion make changes to these Terms for, but not limited to the following  reasons:

1. Changes to relevant law or regulation, or a decision of the FSRA.
2. Changes to  Wahed’s tax obligations (including the requirement to pay any government or regulatory levy), or you and your product are taxed.
3. Changes required by any regulatory or tax authority or industry guidance or codes of practice.
4. Changes in the way investment markets work, including changes in investment/securities dealing or administration which may affect your account.
5. If it becomes impossible or impractical, in our reasonable opinion, to carry out any of the Terms as a result of circumstances beyond our reasonable control.
6. To reflect changes to our Services or the manner in which we provide them to you.
7. To reflect changes to the level of charges applicable to your account.
8. To reflect changes to the range of investments we make available to you from time to time.
9. To reflect product improvements to our online service that technological, service or propositional enhancements have allowed us to make.

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Changes to these Terms which are due to reasons outside our control (e.g. changes in legislation) or do not impact you directly (e.g. improvements to the Service we are able to offer you) will take effect immediately and we will notify you at the next appropriate opportunity. 

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We will not be liable to you for any failure or delay in performing our obligations under the Terms if such failure or delay is due to any cause outside our reasonable control. Events outside our reasonable control include, but are not limited to:

1. Acts of God, fire, earthquake, storm or flood.
2. Explosion, nuclear accident or collision.
3. Sabotage, riot, civil disobedience, strikes, terrorism.
4. Epidemic, national emergency (whether in law or fact), or act of war.
5. Any change to the law or regulation of a governmental or regulatory body.
6. Market conditions affecting the execution or settlement of transactions in respect of your account.
7. Any targeted network attack or interruption of the internet or other telecommunications service.
8.  Loss of supply of essential services including electrical power and third-party services.
9. Any other cause beyond our reasonable control which prevents us administering your account for a given period of time.

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Otherwise, we will write and tell you about any material changes at least fourteen (14) days before a change becomes effective and where this is reasonably possible. If it is not, we will write to you at the earliest opportunity after the change has taken place.

You understand and agree that if you object to any of the amendments, or any other part of these Terms, we will have the right to terminate our agreement with you with immediate effect. 

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Other information?

Transfers

Unless we agree specifically in writing otherwise, all transfers into and out of your Account will be in cash and payments by you will be by debit card, direct debit or bank transfer to us.

If you the client are more than one person

Each of you will be jointly responsible for complying with your obligations, and each of you bear full liability for any breach of these obligations. Any notice given to any of you will be deemed to be given to all of you, and we may act on the instructions of any of you provided that you are an Authorised Person to give such instructions.

If you die

We will suspend taking instructions in relation to your estate. This means that we will continue to manage your account in accordance with any instructions you have given us so far. Otherwise, we will only take further instructions once we have been presented with a valid grant of representation from a court.

Assignment is prohibited

You may not assign or transfer any of your rights or responsibilities in relation to your Account with us.

Only parties to this contract may enforce it

Unless and to the extent we agree otherwise in writing, a person who is not a party to this investment management agreement shall have no right to enforce any of its terms.

Closing prohibited Comment

These Terms apply to all investments you make with us, and provide information about the way in which we provide our Services to you. The laws of the ADGM governs your Account with us and any matters or disputes related to these Terms, after disputants have attempted to mutually resolve any dispute, will be subject mandatory arbitration, under the laws of the ADGM Arbitration Regulation 2015. Our Terms are in English as will be all communications between us.

If you have any questions or something doesn’t make sense, please let us know by emailing us at: globalsupport@wahedinvest.com. Unless we agree otherwise in writing, these Terms apply to all Services we provide to you and any associated work. 

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Contact us

Please contact us by emailing globalsupport@wahedinvest.com in case of questions about our processing of personal data, or about these Terms generally.

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Consent

It is important to us that you understand and are happy with these Terms and your Personal Investment Report. If you have any questions or something doesn’t make sense, please let us know by emailing globalsupport@wahedinvest.com. Unless we agree otherwise in writing, these terms and your Personal Investment Report apply to all Services we provide to you and any associated work, however note, that we may update the fees, services and related terms in this agreement by notifying you of such change.

If you are happy with both our Personal Investment Report and these terms, please can you indicate below that you consent to be bound by these Terms. We need this consent before we can provide you with our discretionary management Service.

Please note that by agreeing to these Terms:

●    You acknowledge receipt of Terms and that these Terms apply to investments you make with us.

●    You acknowledge that you have read these Terms carefully.

●    You elect not to receive information on every transaction we execute on your behalf, but rather to receive our reports every three months (unless we have agreed otherwise);

●    Agree that your Personal Investment Report is accurate and fair description of your financial situation, and to be bound by its requirements;

●   You authorise the transfer of information, on a confidential basis, as required under these Terms, between third parties.

●   You confirm that you have read, understood and agree to our conflicts of interest policies.

●   You specifically consent to being provided information regarding our Service through our website/App.

• You have fully understood the risks inherent in the Wahed investment management and have been given the opportunity to ask any questions regarding this Service.

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