Terms & Conditions

Terms and Conditions: Sigma Treasury, DIFC

Definitions
In these Terms and Conditions

• Account – shall mean the bank account to which a Payment should be made by the Company as instructed within the Payment Instructions and confirmed in the Payment Confirmation.
• Adverse Market Movement – shall mean an adverse change in prevailing relevant exchange rates that result in a financial loss should the Contract be reversed.
• Agreement – shall mean this agreement containing these terms and conditions and any other document, Contract or other materials referred to in it.
• Applicable Regulations – shall mean all laws and regulations applicable to the Transactions and products and services that the Company offer.
• Authorised Persons – shall mean any individuals, as listed on the Company registration form, that are approved by the Client to conduct Transactions on behalf of the Client. Authorised Persons may be replaced in writing by the Client, addressed and sent to the Company, at any time.
• Buy Currency – shall mean any currency brought by the Client under the Contract.
• Client – shall mean the organisation, company or individual that is signatory and addressee on the account opening application and/or the counterparty to a Transaction with the Company.
• Company – shall mean Sigma Capital Partners MENA Limited, a company registered in the Dubai international Finance Centre Company no: 2843 (Regulated by the Dubai Financial Services Authority F004667) and using the licensed trading name Sigma Treasury.
• Confirmation – shall mean the document issued by the Company to the Client recording the principal commercial terms of a Contract and/or Digital Money Services.
• Contract – shall mean a foreign exchange contract entered into between the Company and the Client subject to these terms under which the Company agrees to sell the Sell Currency supplied by the Client and the Client agrees to and takes delivery of, or instructs for onward settlement to a third party of, the Buy Currency supplied by the Company, the terms of which will be set out in the Confirmation.
• Digital Money Services – means a function from a Transaction or related to a Transaction which stores E-money in a non-interest bearing Safe Custody Client Account maintained by the Company for the Client and which provides such features as Company may make available from time to time. The money will be held on the third party’s balance sheet as a deposit and if the third party fails the client may lose some/all of its money. These features may include (without limitation) the ability to:
• • (a) load E-money into your Safe Custody Client Account;
  • (b) see the balance of E-money held in that Safe Custody Client Account;
  • (c) denominate E-money in the different currencies the Company makes available in the Safe Custody Client Account from time to time;
  • (d) give instructions for E-money to be transferred to another person’s account;
  • (e) redeem E-money and transfer the proceeds either to the Client or to another payee.
  • (f) the client money will be held with a third party Bank outside of DIFC. Market practices and insolvency and legal regime may differ, and insolvency regime of the third party Bank is available on request.
  • (g) before, or as soon as reasonably practicable after an Authorised Firm receives Client Money belonging to a Segregated Client, it must disclose to the Client on whose behalf the Client Money is held.
• Foreign Exchange Services – shall mean the sale and purchase of deliverable currency in accordance with the Client’s Instructions to enter into Same Day Contracts, Next Day Contracts, Spot Contracts, Forward Contracts. Additionally, the acceptance of Client’s instructions to place and work Limit Orders and Stop Loss Orders.
• Forward Contract – shall mean a Contract for which a sale and purchase rate of exchange is agreed on a particular date and for which the Settlement Date is a date falling more than two Working Days after the Transaction Date.
• Force Majeure Event – shall mean any event or circumstances beyond the control of any party, including without limitation;
• • a) The interruption or failure of any third-party service providers including but not restricted to banking, liquidity and core system providers
  • b) Fire, flood, explosion, earthquake, storm or other natural disaster
  • c) Pandemic, endemic, epidemic, disease or any consequences resulting from that
  • d) Civil commotion, hostilities (whether war is declared or not), sabotage, or act of terrorism
  • e) The acts of any public authority or imposition of any government sanction, embargo or similar action
  • f) Compliance with any law, judgement, order or decree
  • g) Any labour dispute or strike
  • h) The interruption or failure of any utility, third party communication services or facilities
  • i) The interruption or failure of the transportation of any personnel, equipment, machinery or supplies and/or the shortage of any fuel, power or supplies
• Information Requirements – means information that as a regulated entity that we are required to obtain from you and/or which you should be aware.
• Initial Margin – shall mean the amount required by the Company in respect of each new Forward Transaction in accordance with Clause 7 of this Agreement.
• Instruction – Shall mean a request from the Client to Company to enter into Contract or to place and work Limit Orders or Stop Loss Orders
• Limit Order – shall mean an instruction from the Client for the Company to enter into a Contract if the rate at which the Company is willing to transact at reaches a specified rate.
• Margin Call – shall mean amounts required to be paid by the Client to the Company in respect of a Forward Transaction in advance of its Settlement Date in accordance with Clause 7 of this Agreement and “Additional Margin” is also known as “Variation Margin”.
• Money Remittance Services – shall mean money remittance as defined under the DFSA variation of license (F004667) granted to Sigma Capital Partners MENA Limited on the 2nd August 2021, as amended or replaced from time to time.
• Next Day Contract – shall mean a Transaction for which the Settlement Date is the next Working Day after the Transaction Date.
• Order – shall mean a Limit Order or Stop Loss Order.
• Payment – shall mean an outgoing payment from the Company in accordance with the Client’s Payment Instructions by means of electronic transfer.
• Payment Acknowledgement – shall mean the document issued by the Company to the Client recording the details of an intended Payment which is sent by the Company to the Client following receipt by the Company of the Client’s Payment Instruction.
• Payment Confirmation – shall mean the document issued by the Company to the Client recording the details of the Payment having been executed.
• Payment Instruction – shall mean a request from the Client to the Company to execute a Payment.
• Safe Custody Client Account – shall mean an account opened by the Company for the use of its Clients in which currencies purchased can be held until instructions are received to pay monies away.
• Same Day Contract – shall mean a Transaction for which the Settlement Date is the same Working Day as the Transaction Date.
• Sell Currency – shall mean any currency sold by the Client under the Contract.
• Settlement Date – shall mean the date specified within the Contract on which the full value of the Sell Currency is required to have been received by the Company into an account nominated by the Company which is documented within the Contract. Also known as the Value Date.
• Spot Transaction – means a Transaction for which the Settlement Date is two Working Days after the Transaction is agreed or such earlier date as the Company may, in its discretion and in accordance with the practice of the London Foreign Exchange market, agree.
• Stop Loss Order – shall mean an instruction from the Client to Sigma Treasury to enter into a Contract if the rate at which the Company is willing to transact at reaches a specified worst-case rate.
• Transaction – shall mean an agreement between the Company and the Client for a Buy Currency or a Sell Currency.
• Transaction Date – shall mean the date in which the Client enters into a Contract with the Company.
• Value Date – shall mean the date specified within the Contract on which the full value of the Sell Currency is required to have been received by or on behalf of the Company into an account nominated by the Company which is documented within the Contract, which is also known as the Settlement Date.
• Variation Margin – shall mean amounts required to be paid by the Client to the Company in respect of a Forward Transaction in advance of its Settlement Date in accordance with Clause 8 of this Agreement and the request of Variation Margin is known as Margin Call.
• Working Days – shall mean Monday to Friday (excluding public holidays in the United Arab Emirates).
• Written Instructions – shall mean instructions from Clients’ to the Company and include physical written instructions but most commonly emailed instructions.

CHANGES TO OUR TERMS AND CONDITIONS

The Company may change the terms and conditions of this Agreement from time to time and at its sole discretion and if the Company makes any changes to these terms, they will be published on the Company web site: www.sigma-treasury.com/terms-conditions-uae the latest version published shall then be applicable for the purposes hereof.

If changes relate to Money Remittance Services in any way, the Company shall notify the Client of these changes with as much notice as possible and subject to the foregoing, that notice shall be at least two months prior to their adoption. If the Client objects to the Money Remittance Services changes within 30 days of being so notified, the Client may terminate the terms relating only to the provision of Payment Services within that 30 day period without charge or penalty for doing so, but this shall not give a right to terminate the terms and conditions which relate to the Foreign Exchange Services.

1 Introduction

1.1 – Sigma Capital Partners Mena Limited is registered in the Dubai International Finance Centre company no: 2843, regulated by the Dubai Financial Services Authority (F004667) and use the licensed trading name Sigma Treasury. Sigma Treasury’s contact details are as follows:

• (i) Head office located at: Unit OT 18-32, Level 18, Central Park Offices, Dubai International Financial Centre, Dubai, 507314, United Arab Emirates.
• (ii) E-mail contact: enquiries@sigma-treasury.com
• (iii) Telephone: +971 (0) 4425 3886

(a) as a money remittance business as defined under the DFSA variation of licence (F004667) granted to Sigma Capital Partners MENA Limited on the 2nd August 2021.

The Company shall provide you with the Information Requirements form (which by your signature you hereby agree you have received and are aware of and provided any such information we require from you) to notify you of those matters which the Company is obliged to inform you of, or for you to provide to us (as applicable) for example information from you to enable a Transaction to be made or to operate the Safe Custody Client Account.

In respect of the Services described below, we shall provide you with a statement of Transaction(s) and balance of your funds in the Safe Custody Client Account, free of charge which statement shall be provided in a durable medium (typically pdf) to you at or by the end of the month.

Details of the process for payment instruction, what happens if the payment instrument is misappropriated and how you can stop or block any payment instruction are contained in the Information Requirements or the web portal.

The Company’s liability should we have allowed an unauthorised payment or incorrectly initiated or executed payments is set out on our web portal and/or our Information Requirements but such liability and responsibility and how we conduct ourselves adheres to our regulatory obligations as amended or updated from time to time and as long as (as applicable) the Client informs us with the timeframes stated.

2. THE SERVICE

2.1 – The Company and the Client, subject to the terms and conditions of this Agreement, will from time to time enter into Transactions, in accordance with the Client’s or Authorised Person’s, written or (at the discretion of the Company) verbal instructions and in respect of the Digital Money Services.

2.2 – The Company may, at is discretion, provide information to the Client on practical aspects of dealing in the foreign exchange market. However, the Client enters into a Transaction and use the Digital Money Services at its own discretion and own risk and should not be, and is not entitled to be, reliant on the Company for advice on the timing or terms of any Transaction nor on the then current state of the foreign exchange or other market conditions or future direction of exchange rate movements and therefore the Client shall exercise its own judgement as to the entering into and timing of any Transaction. The Client should not treat any information provided as advice and nor rely on it in making decisions. It is up to the Client to decide when to provide the Company with Instructions and it is up to the Client to ensure that their Instructions are suitable for them, their circumstances and the risks and outcomes.

2.3 – Each Transaction will be evidenced by the issue of a written Contract sent by the Company in the form of a Confirmation to the Client by electronic transfer, facsimile or post. The Company shall not be responsible for any failure of any third party in the receipt of that Confirmation and the consequences as from that delay or failure to receive it.

2.4 – The Client hereby acknowledges that in the course of the Company executing Transaction(s) and providing the Money Remittance Services, the Company and/or its associated companies may instruct or utilise the services of other third-party payment providers. Accordingly, the Client hereby authorises the Company:-

• a) to release to such third-party payment provider(s) such information about the Client as the third party provider may require in its absolute discretion in order to carry out verification checks on the Client’s identity and the identity of any ultimate beneficial owner/director of the Client;
• b) to provide such additional documentation as the third-party payment provider may require (and which the Company may duly request from the Client) to enable it to comply with anti-money laundering regulations and its other statutory, regulatory or legal obligations;
• c) to provide the Client’s contact details to the third-party payment provider to enable the third-party payment provider to contact the Client should it so require;
• d) to authorise the third-party payment provider to undertake all necessary checks and searches in relation to the Client and its authorised signatories to enable the third-party payment provider to make an assessment as to the Client’s identity;
• e) to give irrevocable instructions to the third-party payment provider in relation to any Payment ultimately due to the Client or more generally in relation to the Money Remittance Services.

3. CLIENT OBLIGATIONS

3.1 – The Client represents as at the date of each Transaction and its Settlement Date and in respect of each such Transaction that (and for such purposes the Client shall be responsible for their Authorised Persons acting on behalf of the Client):

• a) the Client is acting as principal in the Transaction and has full power and authority to enter into the Transaction and is the legal and/or beneficial owner of all monies paid or to be paid at the Settlement Date or by way of Initial Margin or as a result of a Margin Call (in each case) free from any charge, lien or encumbrance;
• b) The information provided by the Client in relation to the Transaction is accurate and current and that any further information required by the Company, relevant to a Transaction, will be accurate and complete in all material respects;
• c) The Transaction is for commercial purposes only and not investment purposes and the Client has relied upon its own judgement in entering into the Transaction and has not placed any reliance on the Company in any respect thereof.

3.2 – The Client undertakes to provide the Company, forthwith upon its request, with any and all information, data or other matter, that the Company may require, or considers necessary or desirable, to provide to any applicable governmental or regulatory authority in relation to anti-money laundering laws and Applicable Regulations.

3.3 – The Client agrees that it will not enter, or attempt to enter into speculative Contracts with the Company at any time either for itself or a third party and shall instruct its Authorised Persons not to do so either.

3.4 – It is the Client’s sole responsibility to ensure that they and all Authorised Persons keep safe and secure and do not share, any password which the Client and their Authorised Persons) may at any time be required to use to access any part of the Company’s products, services and Transactions. Should the Client become aware of, or suspect that, any unauthorised person or third party has knowledge, access or use to their password, the Client must inform the Company immediately. The Company shall not be liable or responsible for any losses incurred by the Client as a result of the Client (or their Authorised Persons) not complying with and ensuring security of, any passwords.

4. CONTRACTS AND CONFIRMATIONS

4.1 – The Company will issue on the Transaction date a Contract in the form of an email Confirmation for each Contract the Client enters into and which will be sent to the Client in a timely fashion.
In exceptional circumstances and upon written request by the Client, Contracts can be issued by the Company via Fax or Post. Contracts shall be deemed as being received by the Client after fax transmission or after 48 hours if sent via Post. Contracts and Confirmations will be issued to the last known email address, postal address or fax number provided in writing by the Client as specified in Clause 5.2. It is the responsibility of the Client to make sure that they have received any correspondence or communication from the Company and the Company shall not be responsible for any failure by any third party in the receipt or transmission of the same, including as a result of Force Majeure Event.

4.2 – The Company may at any time issue Contracts or Confirmations in order to correct any errors or omissions in previously issued Contracts or Confirmations. The Company will issue such corrections as soon as practicable after any error or omission has been identified. It is the responsibility of the Client to ensure the Company has up-to-date contact information and to check Contracts and Confirmations t ensure their accuracy.

5. CLIENT INSTRUCTIONS AND PAYMENT INSTRUCTIONS

5.1 – The Client, or an Authorised Person, will from time to time, subject to the terms and conditions of this Agreement, use the Company secure website, email or give written or verbal instructions and Payment Instructions to the Company for the purchase and/or sale and delivery of foreign currency which will form a binding and irrevocable commitment on the part of the Client and where an Authorised Person makes such commitment, the Client hereby acknowledges that the Company can rely fully on that as a binding commitment for the Client.

5.2 – The Company will only accept an Instruction or Payment Instruction from an Authorised Person of the Client. The Company is entitled to assume that any Authorised Person providing Instructions or Payment Instructions has the full and irrevocable authority to give said Instructions or Payment Instructions on behalf of the Client and the Client authorises the Company to accept an Instruction or Payment Instruction on that basis.

5.3 – In the case of discrepancies, errors or omissions in a Confirmation the Client must notify the Company immediately by telephone or email but in any event no later than one Working Day of the date of the Transaction. The Client expressly acknowledges and agrees that any failure to notify the Company of any such discrepancies, errors or omissions, shall prevent it doing so at a later time.

5.4 – Instructions given by the Client, and/or an Authorised Person, may not be amended or altered or cancelled without the express prior written consent from the Company (and which consent will not be given where the Company has acted on such instructions).

5.5 – The Company reserves the right (but has no obligation to do so) to obtain further verification of any Instruction or Payment Instruction and is entitled to delay acting on any Instruction or Payment Instruction, where it deems it necessary in its sole discretion and accordingly shall have no liability to the Client for any such delay on any basis.

5.6 – The Company retains the right to refuse to accept a Client’s instruction and is under no obligation to enter into a Transaction should it choose not to do so. The Company accepts no liability for any losses, damages, claims or costs or otherwise, as a result of refusing to accept an Instruction or Payment Instruction.

5.7 – On receipt and acceptance of a Payment Instruction the Company will send an email to the Client a Payment Acknowledgement setting out the details of the payment which the Company intends to make, including any applicable charges. The Client is responsible for ensuring that its email spam and other settings are such that the receipt of the email does not get delivered.

6. FINANCIAL OBLIGATIONS

6.1 – For each Transaction, the Client agrees to pay in cleared funds the full amount specified in the Confirmation, together with any commissions or transfer charges that may apply, into the bank account specified by the Company on or before the relevant Settlement Date. The Client agrees to do so without any set-off, counterclaim, withhold or deduction on the Value Date and agrees that any applicable Initial Margin, Variation Margin or other amounts may be set off against the Sell Currency only with the express prior written agreement of the Company.
In some cases where currency settlement instructions need to be given one Working Day in advance (by way of example only, Japan, New Zealand, Australia etc.), cleared funds must be paid into the specified Account at least one Working Day prior to the Settlement Date.

6.2 – On confirmed receipt of cleared funds the Company will pay to the Client, or otherwise at the Client’s order, the amount due and agreed in the relevant Confirmation.

6.3 – The Company will not make any payment on behalf of the Client until cleared funds have been received and cannot accept responsibility for a delay in onward payment due to the late arrival of such funds. The Client expressly agrees and acknowledges that banks and other payment providers have cut- off times, after which they will not accept same-day payment instructions and we have provided our cut- off times (as they may vary from time to time) on our website at www.sigmatreasury.com/cut-off-times- uae It is the responsibility of the Client to make themselves aware of, and where necessary comply with, these cut off times and the Company shall have no liability as a result of any delays therefrom.

6.4 – The Company will make payments to the Client in full in respect of a Transaction subject to deduction of any sums (i) where required by law to deduct sums in respect of taxation, impost or other charge, or (ii) it is or will be owed amounts which are incurred in respect of transfer charges that may be levied or (iii) where the Client owes the Company amounts in respect of other Transactions and which have not been settled in accordance with these terms and conditions of the Agreement.

6.5 – The Client agrees that any failure by it to deliver cleared funds in full as required under the Contract with the Company constitutes a material breach of these terms and conditions of Agreement.

6.6 – Where the Client does not pay cleared funds to the Company by the Settlement Date (as specified in Clause 5.1), the Client agrees to pay any interest charges and other costs, losses and charges of whatsoever nature, suffered by the Company as a result of the Client’s non-fulfilment of such obligations.

6.7 – The Client acknowledges that each Contract that it enters into with the Company constitutes a separate severable Contract with the Client.

7. CLIENT ACKNOWLEDGEMENTS

7.1 – The Client acknowledges that funds will be held with those of other clients of the Company in an account or accounts held with a major United Arab Emirates or (as applicable, non-United Arab Emirates) bank (the “Bank”) in a Safe Custody Client Account. The terms and conditions relating to any such Safe Custody Client Account will be agreed in writing between the Company and the Client before it is implemented.

7.2 – The Client will have no fiduciary rights or claims against the Bank in respect of any of their funds held in such account or accounts.

7.3 – The account or accounts with the Bank are governed by the terms of a bank mandate which has been provided and is exclusively operated by the Company in accordance with its terms and that when the Bank acts on properly mandated instructions it will receive a safe receipt and discharge and will not be bound to enquire as to the purpose to which those funds are applied, and the Bank shall not be prejudiced for acting on such mandated instructions.

7.4 – The Client acknowledges that the Company will not pay interest or any other benefits related to the length of time on any funds held on their behalf in any account and may retain any such interest for the Company’s own account without remitting it to the Client.

8. COMMISSIONS, CHARGES, MARGINS

8.1 – Commissions and charges such as transfer charges, due in respect of a Transaction and the Digital Money Services shall be included in the Confirmation and will be paid by the Client in full on or before the Settlement Date or otherwise as described in the Confirmation whether by offset by the Company to any sums otherwise due to the Client from the Company or separately, if requested by the Company.

8.2 – An Initial Margin of 10% of the value of the Transaction (unless a lower amount is agreed in advance by the Company) is required in respect of each and every Forward Contract to protect the Company against Adverse Market Movement between the Transaction Date and the Settlement Date and should be paid no later than two Working Days after the Transaction Date. The outstanding balance of the Transaction shall be paid on its Settlement Date.

8.3 – A further variation margin (a “Margin Call”) will be required and will be paid on demand in the event that Adverse Market Movement means the Initial Margin is insufficient, the Company has concerns as to the ability of the Client to settle the Contract or any other circumstances as determined by the Company in its discretion to cover the risks incurred by the Company. The Company reserves the right to make further Margin Calls at any time and on any number of occasions where there is Adverse Market Movement or any other circumstances determined by the Company.

8.4 – The Company at its sole discretion may delay calling for Initial Margin or Variation Margin on any Contract but such delay shall not be a waiver of the right of the Company to receive such payments.

8.5 – All margin provided by the Client in accordance with these terms and conditions of the Agreement may be forfeited by the Client in the event that the Company incurs any cost, liability or loss in respect of any Transaction where the Client fails to fulfil their obligations under these terms and conditions of the Agreement in any way.

8.6 – In respect of Forward Contracts for Clients, the Company reserves the right to transfer Client margin to its counterparty bank as margin to cover corresponding forward transaction entered into.

8.7 – The Company may at its discretion use the Initial Margin or Variation Margin on one Contract as Initial Margin or Variation Margin on another Contract where an Adverse Market Movement has caused the Initial Margin on the latter Contract to fall short of Initial Margin requirements.

8.8 – The Company has no obligation to disclose to the Client any profit it makes on a Contract.

9. SETTLEMENT

9.1 – When a Client has multiple Contracts expiring on the same Settlement Date, the Client may, with the Company’s written permission settle Contracts on a net basis. The Company has the right to offset or deduct from any payments otherwise due to the Client, any sums due to the Company as against any Contract even if such sums did not arise under that Contract.

9.2 – The Client shall be liable for all fees, commissions and any other charges payable to an intermediary bank (Including the Client’s bank) when any funds are transferred to any of the Company’s Accounts.

9.3 – Following completion of a Payment, the Company will email the Client a Payment Confirmation which will set out the details of the Payment. In exceptional circumstances and upon written request by the Client, Payment Confirmations can be issued by the Company via Fax or Post. Payment Confirmations shall be deemed as being received by the Client after fax transmission or after 48 hours if sent via Post and the Company shall have no responsibility for any failure or delay in the Client receiving such notifications.

10. DEFAULT, CONTRACT CANCELLATION AND CLOSEOUT OF CONTRACTS

10.1 – The Company has the right to terminate, close out or reverse Contracts, Limit Orders and Stop Loss Orders without notice to the Client if:

• a. the Client shall fail to make (and the Company thereby fails to receive) any payment in respect to a Transaction, including Initial Margin and Variation Margin when due and in accordance with these terms and conditions; or
• b. the Client becomes or may become unlawful for the Company to maintain or give effect to all or any of the obligations under the terms or conditions of this Agreement or otherwise to carry on its business or if the Company is requested to close out a Transaction (or any part thereof) by any regulatory authority whether or not the request is legally binding or the Company in its absolute discretion considers it desirable or necessary to do so for its own protection; or
• c. in the event that the Client becomes unable to meet its obligations as they become due or has a bankruptcy petition presented against them or the Client proposes a form of composition or arrangement to its creditors or if the Client ceases or threatens to cease all or part of its business; or
• d. the Client fails to provide in a timely manner, any information the Company has requested, in order to comply with Applicable Regulations
• e. the Client fails to provide any information the Company has requested specific to the financial health of the Client, its parent, subsidiaries or group companies.
• f. the Company has reasonable grounds to suspect that the Client is attempting to speculate or is otherwise entering into a Contract for Investment rather than personal or commercial purposes
• g. the Client (by itself or its Authorised Persons) is in breach of any of the provisions of the Agreement
• h. any of the events specified above or anything comparable thereto occurs under the laws of any applicable jurisdiction.

10.2 – If the Client becomes aware of the occurrence of any event referred to in Clause 10.1 above, they shall give the Company notice of such an event forthwith.

10.3 – If the Client fails to make a payment due to the Company in respect of any Transaction, the Company shall be entitled to collect a daily fee equal to the cost of rolling the trade forward from the date payment was due to the date payment is received and additionally the Company will at its discretion charge an administration fee of AED 2,500.

10.4 – If for any reason whatsoever the Client (itself or by its Authorised Persons) fails to meet its obligations to the Company hereunder and or under any Transaction may at its discretion terminate any Transaction without notice and without liability for any loss, cost or expense. In addition to charging the cost of rolling the contract forward as described in 10.3 above or the cost, losses and expenses of reversing the Contract and without prejudice to its other rights (and thereby not waiving any of them) the Company shall be entitled to make a charge of up to a further AED 2,500 in respect of administration fees regardless of whether any Transaction is terminated or not.

10.5 – If the Company cancels or reverses a Contract, the Client will be liable for any costs, losses and expenses incurred by the Company as a result. Any such costs, losses and expenses must be paid to the Company within two working days of the Contract cancellation and of the Client being notified by the Company of any such costs, loss or expense. In addition to the rights of the Company at Clause 9.1 in respect of any such fees, any initial Margin or Variation Margin received from the Client by the Company can be used by the Company to settle the loss in full or reduce its liabilities. The Initial Margin or Variation Margin used to settle such a loss incurred by the Company can relate to the Contract being cancelled or reversed or any other Contract the Company holds Initial Margin or Variation Margin for on behalf of the Client.

10.6 – The Company may retain the Buy Currency on any Contract relating to the Client and use it towards settlement of initial Margin or Variation Margin or any Sell Currency on another Contract upon notifying the Client or at the Client’s request.

10.7 – If the Company cancels or reverses a Contract, the Company is entitled to retain any profit that may arise.

11. INDEMNITY

11.1 – The Client shall indemnify and defend and keep the Company indemnified and defended during the proper performance of its obligations against all and any liabilities, claims, losses and costs incurred by the Company arising out of the breach by the Client, or any Authorised Persons, of all or any of these terms and conditions of this Agreement.

12. DISPUTES

12.1 – If a dispute arises between the Company and the Client in respect to a Transaction, the Company reserves the right to take, without prior notice, whatever action it deems necessary and appropriate for account of the Client with respect to the disputed Transaction.

12.2 – The amount of liability incurred either by the Company or the Client at fault under the disputed Transaction shall be equal to the direct loss plus any interest calculated under Clause 10.3.

12.3 – Electronically recorded conversations, transcripts of such or other relevant material reflecting conversations between the Company and the Client may be used in resolving disputes. The Client accepts that these may be referred to in the resolution of any dispute between the Company and the Client.

12.4 – If you are not satisfied with the terms of redress, we will inform you of other avenues, if any, for the resolution of the complaint, such as an external dispute resolution arrangement, arbitration or the DIFC courts.

12.5 – Any enquiries or complaints can be directed to +971 4425 3886, or enquiries@sigma-treasury.com.

13. GENERAL

13.1 – The Client accepts that foreign exchange markets are subject to volatility and that any Transaction between the Company and Client is time critical and therefore time shall be of the essence in respect of any of the Client’s obligations.

13.2 – The Client agrees that the Company may, at its discretion, carry out a check on the financial status of the Client if it believes it is necessary to do so at any time.

13.3 – The Client accepts that the Company may terminate any Transaction(s) and provide information on such to relevant authorities in the United Arab Emirates or abroad in order to comply with its obligations under applicable money laundering regulations and otherwise.

13.4 – No failure or omission by the Company to carry out its obligations under the terms and conditions of this Agreement or a Transaction shall give any rise to any claim against the Company if such failure or omission is due to any Force Majeure Event.

13.5 – The Company does not exclude or limit in any way its liability to the Client under this Clause 13.5 where it would be unlawful to do so. This includes liability for death or personal injury caused by the Company’s negligence or the negligence of the Company’s employees, agents or subcontractors; for fraud or fraudulent misrepresentation; and/or for breach of the Company’s regulatory obligations including any applicable rules of the Financial Conduct Authority. The Company will not be liable for any default where it is a result of the Company’s duty to comply with any applicable laws of the United Arab Emirates and in any event the Company shall have no liability for any indirect or consequential losses whatsoever or howsoever arising whether in contract, tort or otherwise (including negligence) for any loss of business, contracts, revenue, profits or anticipated savings (being savings the Client anticipated making by entering into this Agreement and any matter contemplated by it. The total liability of the Company to the Client for all claims in a consecutive twelve month period (the first twelve month period commencing from the date of the first Transaction under or as a consequence of this Agreement) shall not exceed one times the total fees charged by the Company to the Client for all claims in that same twelve month period.

13.6 – The Client agrees that nothing in this Agreement shall be deemed to create a partnership, joint venture, agency or employee relationship between the parties.

13.7 – The Client may not assign or otherwise transfer the benefit of this Agreement and/or any Contract without the express prior written consent of the Company, in the Company’s sole discretion.

14. APPLICABLE LAW AND PLACE OF JURISDICTION

14.1 – These Terms shall be governed by and construed in accordance with the laws of DIFC. With respect to any suit, action or other proceedings relating to these Terms, and any aspects of your relationship with us, you irrevocably submit to the non- exclusive jurisdiction of the courts of the DIFC.

This clause is without prejudice to any agreement regarding applicable law and jurisdiction/arbitration provisions between yourself and any of our Affiliates.

15. DATA PROTECTION AND COMMUNICATIONS

15.1 – The Company in order to comply with its anti-money laundering and other legal obligations will;

• a. carries out electronic database searches and searches through credit reference partners in order to verify the Client’s (and as applicable any Authorised Persons) identity and credit standing, and
• b. in accordance with the DIFC Data Protection Law No 5 of 2020 (and all other applicable laws regarding data privacy) the Company will collect and process personal data relating to the Client and its workers, employees and Authorised Persons in accordance with the Company Privacy Policy as found on its website as may be amended or updated from time to time and is incorporated herein by reference.

15.2 – The Company may record and store all communications with the Client and reserves the right to produce, store and use copies of such communications, stored on a central server, for the purposes of verifying the details of any Instructions or Payment Instructions or to resolve any disputes between the Client and the Company. The Company may or may not provide any indication that telephone calls are recorded and may use the transcript or the recording for the purposes outlined.

16. CLIENT CLASSIFICATION

16.1 – You may be classified as a Retail Client, Professional Client, or a Market Counterparty under the DFSA Conduct of Business Module to ensure that you receive an appropriate level of regulatory protection. We will assess your classification based on the details and information you supply to us. If we classify you as a Market Counterparty, we will give you prior written notification of such classification, and you will have two weeks from the date you sign this Agreement to opt to be classified as a Professional Client or a Retail Client. If we classify you as a Professional Client, we will notify you, and you will have two weeks from the date you sign this Agreement to opt to be treated as a Retail Client. Retail Clients are afforded a higher level of protection than Professional Clients and Market Counterparties pursuant to the DFSA Rulebook.