By submitting an Account Opening Form, the Client confirms and warrants that it has read and understood the terms of the Agreement, that it has the capacity, authority and ability to agree to the terms of the Agreement and to carry out its obligations as set out in the Agreement, and that it shall be bound by the terms of the Agreement. Where an Account is to be opened in joint Individual Client names, the Individual Client submitting the Account Opening Form warrants and represents that all the joint Account holders have read, understood and agree to be bound by the terms of the Agreement and that such Individual Client submitting the Account Opening Form has all power and authority to bind each other joint Account holder to the terms of the Agreement.
Where the Client has accepted and agreed to be bound by the terms of the Agreement by following the ‘click through’ process on the Platform as part of the process of submitting an Account Opening Form (“Click Accept”), the Click Accept shall be deemed to be, and shall accordingly have the same legal effect as, an original ‘wet ink’ signature of the Client on a hard copy document form of the Agreement. For the avoidance of doubt, the Client declares, acknowledges, undertakes, confirms and agrees that its Click Accept of the Agreement is legally binding and is the equivalent to, and has the full force and effect of, its handwritten, original ‘wet ink’ signature to a hard copy document, and it shall not, for any reason whatsoever, at any time whatsoever, repudiate the meaning, validity, or enforceability of its Click Accept.
1.1. The following definitions apply to these Account Terms and Conditions except where the context otherwise requires and in addition to where defined elsewhere herein:
a. “Affiliate” means any person or entity that directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common ownership or control with another person;
b. “Account” means any account with ISA BULLION or any of its Affiliates which is opened (or re-opened) and maintained in the name of the Client from time to time, under which the Client may provide Trade Instructions either personally or through an appointed Trading Agent;
c. “Account Opening Form” means the account opening form which must be filled out with the Required Details and submitted by the Client in order to open an Account;
d. “Applicable Law” means any legislation, any common or customary law, constitution, decree, judgment, order, ordinance, treaty or other legislative measure in any jurisdiction and any present or future directive, request, requirement, guidance or guideline (in each case, whether or not having the force of law but, if not having the force of law, compliance with which is in accordance with the general practice of
persons to whom the directive, request, requirement, guidance or guideline is addressed);
e. “Associated Persons” means any Affiliates of ISA BULLION and any employees, managers, officers, directors, associates, shareholders, agents or representatives of ISA BULLION or of any Affiliates of ISA BULLION;
f. “Business Day” means a day (other than Saturday and Sunday or UAE public/national holidays or international financial market holidays) from 9:00am to 9:00pm UAE time;
g. “Client” means a Corporate Client or an Individual Client (as the case may be) who has applied for an Account with ISA BULLION;
h. “Commodity (ies)” means bullion, silver and any other commodity sold and purchased pursuant to a Trade;
i. “Client Funds” means any funds, in any currency, which are allocated to the Client’s Account;
j. “Confidential Information” means the terms of the Agreement, all Instructions and details of any Trades, any Client information (whether personal or other information relating to the Client), any information relating to or provided by ISA BULLION or any of its Affiliates to the Client or a Trading Agent, all communications and any recordings made of communications between the Client and ISA BULLION and any and all other information which by its nature should reasonably be treated as secret and confidential, but excludes information which:
i. at the time of receipt by ISA BULLION is in the public domain;
ii. subsequently comes into the public domain through no breach of the provisions of this Agreement or any obligations of confidence owed by either Party, its officers, employees or agents;
iii. is lawfully received by a Party from a third party on an unrestricted basis;
k. “Corporate Client” means any company, partnership, sole proprietorship, corporation, trust, joint venture, or other legal entity who has applied for an Account;
l. “Encumbrance” means any mortgage, charge, assignment (including by way of security), pledge, hypothecation, lien, right of set-off, retention of title provision, trust or flawed asset arrangement (for the purpose of, or which has the effect of, granting security) or any other security interest of any kind whatsoever, or any agreement, whether conditional or otherwise, to create any of the same, or any agreement to sell or otherwise dispose of any asset on terms whereby such asset is or may be leased to or re-acquired or acquired by a third party;
m. “Excluded Risk” means a risk exclusion noted on ISA BULLION’S insurance policy from time to time;
n. “Individual Client” means a natural person who has applied for an Account;
o. “Instruction(s)” means any instructions which a Client or a Trading Agent sends to ISA BULLION to conduct a Trade in relation to an Account, which will be given in accordance with Clause 9 of these Account Terms and Conditions;
p. “ISA BULLION” means ISA COMMODITIES DMCC, a company incorporated in the Dubai Multi Commodities Centre, United Arab Emirates with license number DMCC- 31227 and a registered address at Unit No: ALMAS-39-B, ALMAS Tower, Plot No: JLT- PH1-A0, Jumeirah Lakes Towers, Dubai, United Arab Emirates;
q. “ISA WhatsApp Account” means the business WhatsApp account maintained by ISA BULLION from time to time;
r. “KYC Documentation” means such documentation as ISA BULLION may in its absolute discretion required from a Client to determine the Client’s identity and to comply with any Applicable Law, internal policies implemented by ISA BULLION or current best practice. KYC Documentation may include, for an Individual Client, the individual’s identification documents and proof of address and, for Corporate Clients, the trade license, memorandum and articles of association and details and identification documents of any directors, managers or beneficial owners;
s. “Mark-Up” means ISA BULLION’S fee charged to the Client in return for executing each Trade (exclusive of Taxes), which Client must pay to ISA BULLION in addition to the Purchase Price or which ISA BULLION may deduct from the Sale Proceeds of each Trade (as applicable) and which is determined by reference to the weight of the Commodity in accordance with ISA BULLION’s published pricing which can be found on the ISA Bullion website at https://isabullion.com/pricing.
t. “Material Adverse Effect” means, in relation to an event or circumstance, the occurrence and effect of which has or may have a material adverse effect, as determined by ISA BULLION in its discretion on:
(i) the financial situation or prospects of the Client;
(ii) the ability of the Client to perform and comply with any of its obligations in the Agreement; or
(iii) the validity or enforceability of the Trades or the Trading Terms and Conditions.
u. “Mobile Application” means the application which the Client may download to compatible devices for accessing their online Account and making Trades using the Platform;
v. “Nominee” means an individual nominated by the Client as their nominee and registered with ISA BULLION in accordance with Clause 7;
w. “Nominee Registration Form” means the registration form that the Client must complete in order to register a Nominee against their Account.
x. “Notice” shall have the meaning set out in Clause 27;
y. “Parties” means, together, ISA BULLION and the Client and “Party” means either of them individually;
z. “Platform” means the software platform used by ISA BULLION to make the Trades and which the Client may submit Instructions to directly either via the Web Application at www.isabullion.com or via the Mobile Application;
aa. “Purchase Price” means, in respect of any Trade, the purchase price of the relevant Commodity (which shall be detailed on the Mobile Application, the Web Application, via the telephone or on the ISA WhatsApp Account depending on which method the Client uses to submit their Instruction), at the time that the Instruction is submitted;
bb. “Required Details” means the details required by ISA BULLION to open and maintain the Client’s Account. These details shall include, but shall not limited to: (i) in respect of an Individual Client, the individual’s personal details such as name, age, address, nationality, email, telephone, source of funds and KYC Documents, and (ii) in respect of a Corporate Client, the entity’s trading name, address, internal contact details (name, email and telephone) and corporate KYC Documents;
cc. “Sale Price” means, in respect of any Trade, the sale price of the relevant Commodity (which shall be detailed on the Mobile Application, the Web Application, via the telephone or on the ISA WhatsApp Account depending on which method the Client uses to submit their Instruction), at the time that the Instruction is submitted;
dd. “Sale Proceeds” means the Sale Price received by ISA BULLION, less any Taxes, from the sale of any Commodity executed by ISA BULLION in accordance with an Instruction.
ee. “Services” the services provided to the Client under these Account Terms and Conditions and the Trading Terms and Conditions, including the provision of the Account, the provision of the Platform, the execution of Trades, the collection of the Purchase Price or Sale Proceeds, the reporting of executed Trades and the delivery and storage of Commodities;
ff. “Taxes” all forms of taxation and statutory, governmental, state, federal, provincial, local, government or municipal charges, duties, imposts, contributions, levies, withholdings or other liabilities in the nature of taxation wherever chargeable (including, for the avoidance of doubt, income taxes, taxes on capital gain, customs and import taxes, withholding taxes and any penalty, fine, surcharge, interest, charges or costs relating to it;
gg. “Trade” means the buying and/or selling of a Commodity as per the Instructions and which shall be in accordance with each Trade Contract;
hh. “Trade Contract” means the contract formed in accordance with the Trading Terms and Conditions in relation to each Trade and which is furthered defined in the Trading Terms and Conditions;
ii. “Trading Agent” means any individual or corporate entity authorized in writing by the Client to conduct Trades on behalf of the Client;
jj. “Trading Agent Appointment Form” means the appointment form which the Client must complete in order to appoint a Trading Agent;
kk. “UAE” United Arab Emirates;
ll. “Warehouse Facility” means the physical warehouse or storage facility where ISA BULLION chooses to store Commodities for the Client. A list of warehouses may be obtained from ISA BULLION upon request;
mm. “Withdrawal” means the withdrawal of a certain weight of Commodity or the transfer of Client Funds out of the Client’s Account;
nn. “Web Application” means the website through which a Client may access its online Account and make Trades using the Platform;
oo. “Withdrawal Fees” means the fees that must be paid for any Withdrawal by the Client in accordance with Clause 13.3 and which can be found on the ISA BULLION website at https://isabullion.com/withdrawal; and
pp. “Withdrawal Form” means the withdrawal form that the Client must complete and return in accordance with Clause 13.1 or 13.8, as applicable, in order to request a Withdrawal.
The paragraph headings in these Account Terms and Conditions are inserted for convenience of reference only and are not deemed to limit the applicability or affect the meaning of any of its provision.
In these Account Terms and Conditions (unless otherwise provided):
a. words importing the singular shall include the plural and vice versa;
b. references to Clauses and Schedules are to be construed as references to the clauses of, and schedules to, these Account Terms and Conditions;
d. references to any statute or statutory provision includes any statute or statutory provision which amends, extends, consolidates or replaces the same, or which has been amended, extended, consolidated or replaced by the same, and shall include any orders, regulations, instruments or other subordinate legislation made under the relevant statute;
e. the words include and including shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall it take effect as, limiting the generality of any preceding words;
f. the words other and otherwise shall not be construed as being limited by the context in which they appear or the words that preceded them;
g. references to a person shall be construed as including references to an individual, firm, partnership, joint venture, company, corporation, body corporate, unincorporated body of persons or any state or any agency of a state; and
h. references to any Party or any other person shall be construed so as to include their permitted assigns, transferees or successors in title.
2.1. In order to be eligible to able to open an Account the following requirements must be met:
a. where the Client is an Individual Client, the Client must be over eighteen (18) years old;
b. where the client is a Corporate Client, the Client must be incorporated and hold and continue to hold at all times a valid and subsisting trade license.
2.2. Where the Client is over eighteen (18) years old but less than twenty one (21) years old, the Client warrants that it has obtained the permission of its legal guardian to enter into the Agreement, execute Trades and receive the Services.
3.1. In order to open an Account, the Client must duly complete and submit the Account Opening Form, along with the Required Details and any other information or documents that ISA BULLION may request during the Account opening process. ISA BULLION has the right to request such additional documentation as it shall in its discretion determine. The Account
Opening Form and the KYC Documents may either be submitted via the Platform by Click Accept or physically at the offices of ISA BULLION, in which case Client shall physically sign these Account Terms and Conditions incorporating Appendix A and Appendix B to indicate its understanding and consent to be bound by the Agreement.
3.2. ISA BULLION may either accept or reject the Client’s Account Opening Form at its sole discretion without giving any reasons.
3.3. A Client may request to open an Account in its own name or jointly with others. Where a Client requests to open an Account in joint names, which is accepted by ISA BULLION, each joint Account holder shall be bound by the Agreement and references to the ‘Client’ for the purposes of the Agreement shall be to each of the joint Account holders on a joint and several basis. Each Account holder shall be jointly and severally liable to ISA BULLION for any obligations contained in the Agreement and each Trade Contract.
3.4. Each joint Account holder shall be deemed to have the authority on behalf of all other joint Account holders, without consultation or notice to any other such joint Account holder to enter into the Agreement, give Instructions and conduct Trades using/under the Account. ISA BULLION may accept Instructions, Withdrawal Forms, Trading Agent Appointment Forms and Nominee Registration Forms from any one joint Account holder and may act on those Instructions or documentation without consultation to any other relevant joint Account holder. A notice to one joint Account holder shall constitute a notice in all respects to all relevant joint Account holders, and all and any variations or waivers to parts of the Agreement may be conducted by any one of the joint Account holders.
3.5. The Client shall inform ISA BULLION of any changes to its Required Details and provide updated KYC Documents as applicable (for example, where a document expires or is renewed). The Client may be required to do a yearly review of its Required Details and KYC Documents to reconfirm their accuracy. Compliance with this Clause 3.5 shall be a condition of the Account remaining active.
4.1. The Client authorizes ISA BULLION or its agents to investigate the Client’s credit standing and in connection therewith to contact such banks, financial institutions and credit agencies as ISA BULLION shall deem appropriate to verify information regarding the Client.
4.2. The Client further authorizes ISA BULLION to investigate the Client’s current and past investment activity, and in connection therewith, to contact such futures commission merchants, exchanges, broker/dealers, banks, and compliance data centers as ISA BULLION shall deem appropriate.
4.3. Upon reasonable request made in writing by the Client to ISA BULLION, the Client shall be allowed to review any records maintained by ISA BULLION relating to the Client’s credit standing, and the Client also shall be allowed, at the Client’s sole cost and expense, to copy such records.
5.1. ISA BULLION may request any such KYC Documentation and other documentation as ISA BULLION may in its discretion decide including copies of Client’s identification documents or the identification documents of the directors and ultimate beneficiaries of any Corporate Client, the trade registration and licenses of any Corporate Client and the lease or tenancy documents of any Individual Client. ISA BULLION may require the Client to update any required ‘know your client’ documentation at any time and failure to do so shall be considered a breach allowing termination under Clause 17.
5.2. Due to Anti-Money Laundering obligations placed on ISA BULLION and pursuant to ISA BULLION’s own policies in respect of the same, ISA BULLION will only accept deposit(s) from a bank account in the Client’s name. ISA BULLION will also not honour Withdrawal Requests if the Instructions direct the funds to an account in the name of a person other than the Client. All funds received from third party bank accounts and accounts where the name cannot be verified will be rejected.
6.1. The Client may appoint a Trading Agent to manage and make Trades through or under/on the Client’s Account. If the Client wishes to appoint a Trading Agent it shall fill in the Trading Agent Appointment Form and send it to email@example.com or to ISA BULLION’S office address. No appointment shall be effected until ISA BULLION confirms receipt and acceptance of the Trading Agent Appointment Form. Where an Account is jointly held between two or more Clients only one Client signature shall be required to appoint a Trading Agent and the Client acknowledges that by setting up a joint Account, a Trading Agent may be appointed by the other joint holder and ISA BULLION shall have no obligation to inform or take consent from any other individuals named on the Account.
6.2. Where the Client appoints a Trading Agent, by making such appointment, the Client authorizes ISA BULLION to deal with such Trading Agent and take and act upon the Instructions of such Trading Agent as if the Trading Agent was the Client. The Client agrees to be bound by all actions and Instructions given by the Trading Agent and ISA BULLION shall be under no obligation to verify any Trading Agent Instructions with the Client.
6.3. If the Client gives a Trading Agent authority over its Account(s) the Client understands and accepts that the Client does so at the Client’s own risk and ISA BULLION disclaims all and any liability arising from any act or omission of the Trading Agent.
6.4. To remove a Trading Agent, the Client must email firstname.lastname@example.org to request removal. No removal will be effected until ISA BULLION has received the Client’s removal email and ISA BULLION has confirmed such removal. Where an Account is jointly held between two or more Clients either Client may request removal and ISA BULLION shall have no obligation to inform or take consent from any other individuals named on the Account.
7.1. The Client may register a Nominee under their Account. To register a Nominee the Client must provide the details of the Nominee to ISA BULLION using ISA BULLION’S Nominee Registration Form and the send the form, along with all required KYC Documents relating to such Nominee, to email@example.com or to ISA BULLION’S office address. No Nominee registration shall be effected until ISA BULLION confirms receipt and acceptance of the Nominee Registration Form. Where an Account is jointly held between two or more Clients, only one Client signature shall be required to appoint a Nominee and the Client acknowledges that by setting up a joint Account, a Nominee may be appointed by the other joint holder and ISA BULLION shall have no obligation to inform or take consent from any other individuals named on the Account.
7.2. Where a Nominee is registered against an Account, ISA BULLION may deal with the Nominee in the event of an Event of Default arising under Clause 17.4(a)(ii) and to make payments in accordance with Clauses 17.11 and 17.12.
7.3. ISA BULLION shall have the right to rely on any Nominee Registration Form that is sent to ISA BULLION’S offices or emailed to ISA BULLION’s designated email address from the Client’s email address that is registered against the Client’s Account.
7.4. To de-register a Nominee, the Client must email firstname.lastname@example.org requesting de- registration. No de-registration will be effected until ISA BULLION has received the Client’s de- registration email and ISA BULLION has confirmed such de-registration. Where an Account is jointly held between two or more Clients either Client may request de-registration and ISA BULLION shall have no obligation to inform or take consent from any other individuals named on the Account.
7.5. The Client warrants and represents that it will obtain the consent of the Nominee to send the Nominee personal details and KYC Documentation to ISA BULLION. The Client shall indemnify and hold harmless ISA BULLION against any claims or actions based on Client’s failure to obtain the consent of their Nominee.
7.6. The Client shall be responsible for updating any information relating to the Nominee and ensuring the Nominee’s details and KYC Documentation is kept up to date.
8.1. The Client hereby authorizes ISA BULLION to execute Trades on behalf of the Client on the Client’s or its Trading Agent’s Instructions and in accordance with the Trading Terms and Conditions.
8.2. The Client agrees and authorizes ISA BULLION to deal with any counterparty banks or other institutions that ISA BULLION deems appropriate in order to effect the Instructions of the Client or its Trading Agent. All Trades made by ISA BULLION under the authority granted in this Clause 8 shall be made against Client’s Account.
8.3. In the absence of timely instructions from a Client or its Trading Agent, ISA Bullion is authorized, at its absolute discretion, to stop loss all or any portion of the Commodity positions of the Client.
9.1. The Client or its Trading Agent may give Instructions to ISA BULLION to conduct Trades, by telephone, e-mail, on the ISA WhatsApp Account, through the Web Application or through the Mobile Application or via such other electronic or non-electronic means as may be accepted by ISA BULLION from time to time.
9.2. Where Client has appointed a Trading Agent, ISA BULLION shall be fully authorized to receive Instructions from such Trading Agent and make Trades in accordance with the authorization contained in Clause 8.
9.3. Instructions shall not be considered to be received by ISA BULLION unless they are given in a manner satisfactory to ISA BULLION and until ISA BULLION has actually received them. An Instruction shall not be considered received via the Platform if the Platform is suffering from downtime or malfunction for any reason, including internal error or action.
9.4. Any Instruction by the Client or its Trading Agent in respect of a Trade, once provided, shall be irrevocable except in the case of a limit order, which may cancelled subject to the prior written consent of ISA BULLION. Notwithstanding the foregoing, ISA BULLION shall not be obligated to cancel any limit order.
9.5. ISA BULLION shall be entitled to rely on its belief in good faith that any such Instruction, given by whatever means, emanates from the Client or its Trading Agent, whether or not such Instruction is given personally by the Client or its Trading Agent and notwithstanding any error or misunderstanding or lack of clarity in the terms of any such Instruction.
9.6. The Client recognizes and accepts the risk of any error or misunderstanding and the risk of any Instruction being unauthorized or given by an unauthorized person and the Client acknowledges and agrees that ISA BULLION shall have no obligation to verify the identity or
authority of any Instructions given either by the Client or its Trading Agent. The Client agrees to be bound by all Instructions which ISA BULLION believes in good faith to have been given or authorized by the Client or its Trading Agent.
9.7. ISA BULLION reserves the right to reject any Instruction and refuse to make any associated Trade where the Instruction does not contain the information required by ISA BULLION.
9.8. The Client is responsible for the accuracy of any Instructions that are given to ISA BULLION, whether given directly by the Client or a Trading Agent. The Client must carefully check each Instruction for any errors and the Client acknowledges the inherent risk of providing instructions over the telephone. ISA BULLION shall have no obligation to check any Instructions and ISA BULLION disclaims all and any liability which may arise due to an Instruction containing incorrect data or any error. ISA BULLION disclaims any and all liability which may arise due to any misunderstandings in relation to Instructions given by telephone.
9.9. The Client agrees that contingent orders such as stop loss or stop limit orders will be taken on a best efforts basis and will not necessarily limit the Client’s loss to the intended amounts since market conditions may make it impossible to execute such orders at the designated price and time.
10.1. The Client is responsible for maintaining the secrecy of its login credentials. ISA BULLION disclaims all and any liability arising from any unauthorized person using the Client’s Account as a result of being able to obtain the Client’s login credentials. The Client must ensure that any passwords are 10 characters long and contain a symbol, a number and a capital letter. ISA BULLION disclaims all and any liability arising as a result of the Client using a ‘weak’ password. Clients are advised to use market leading virus software and two factor authentication on devices it uses to log into its Account.
10.2. If the Client suspects that there is unauthorized access on its Account, the Client shall immediately inform ISA BULLION’S compliance team.
10.3. ISA BULLION shall maintain commercially reasonably and appropriate technical and organizational measures to safeguard the Client’s Account against unauthorized access. The Client acknowledges that whilst ISA BULLION attempts to ensure the integrity and security of the Client’s Account, ISA BULLION cannot guarantee that its security measures will prevent third parties such as hackers from illegally obtaining access to a Client’s Account.
10.4. ISA BULLION makes no representation with regard to the availability of the Client’s Account and the Client acknowledges that the Account may not always be available due to routine or emergency maintenance, failures in connectivity, software or internet connections. ISA BULLION hereby disclaims any and all liability arising from the unavailability of the Client’s Account at any time for whatever reason.
11.1. Where an Instruction is submitted, the resulting Trade shall be conducted in accordance with the Trading Terms and Conditions.
11.2. The execution of a Trade Instruction shall form a separate Trade Contract between the Client and ISA BULLION. Each Trade shall be considered to be made on a separate Trade Contract even where multiple Instructions are submitted together or during the same trading Business Day.
11.3. Each Trade shall be subject to a Mark-Up. The Mark-Up percentage shall be published from time to time on the ISA BULLION Client portal and is available here https://isabullion.com/pricing. ISA BULLION may change its Mark-Up at any time (“Mark-Up
Change”). Where ISA BULLION makes a Mark-Up Change, it shall notify the Client in writing, in such manner as it sees fit (including email, via the web Account or through a push message) of the new rates and their effective dates. Where Instructions have been received for a Trade prior to any Mark-Up Change, the Mark-Up Change shall not apply to such Trade.
11.4. Trades shall only be executed during Business Days. Trades submitted via the Platform shall only be executed where the Platform is available.
11.5. Instructions for Trades of gold must be submitted in multiples of the following units:
(i) 1 Kilo bar;
(ii) 1 Ounce bar; or
11.6. Instructions for Trades of silver must be submitted in multiples of 1 Kilo bars.
11.7. For sell orders of Commodities, the Mark-Up shall be deducted from the Sales Proceeds prior to deposit into the Client Account.
11.8. For buy orders of Commodities, the Mark-Up shall be added to the Purchase Price secured at the time of purchase and deducted, along with the Purchase Price, from the Client Funds available against the Client’s Account. No buy order will be executed unless there are sufficient funds in the Client’s Account and the Client shall ensure to credit its Account before it makes any buy Trades. Where the Client sends funds to ISA BULLION it must send details of the payment confirmation to enable ISA BULLION to identify the funds. Failure to send such confirmation may lead to a delay in crediting the Client’s Account.
11.9. Sale Proceeds shall be credited to the Client’s Account on the second Business Day after the Client Funds have been received by ISA BULLION.
11.10. ISA BULLION shall not be liable for any delay in:
a. the clearing of any Sale Proceeds or funds sent by the Client into ISA BULLION’S bank account; or
b. allocating any funds sent by the Client to the Client Account due to a screen shot of the payment not having been sent to ISA BULLION to enable ISA BULLION to identify the funds.
11.11. ISA BULLION may, at its discretion and without notice, change the list of financial institutions it will accept fund transfers from.
12.1. Under otherwise agreed on a case by case by ISA BULLION, all Commodities purchased pursuant to a Trade by ISA BULLION on behalf of the Client shall be stored at ISA BULLION’S chosen Warehouse Facility under the name of ISA BULLION.
12.2. ISA BULLION will endeavor to deliver the physical Commodities to the ISA BULLION Warehouse Facility on the second Business Day after the related Trade has been executed. By way of example, delivery of physical Commodities in relation to a Trade made on a Thursday will be received into the ISA Bullion Warehouse Facility on the following Monday and for those made on a Friday, the following Tuesday. ISA BULLION does not guarantee the delivery time and there are factors that may delay delivery which are beyond ISA BULLION’S control. In the event that delivery may take longer, ISA BULLION will inform the Client of the anticipated delivery date.
12.3. The physical Commodities shall be delivered as follows:
Commodity Unit/Bar Purity
Gold 1 Kilo 99.5% (31.99 Oz.)
Gold 1 Ounce 999.99%
Silver 1 Kilo 99.9% purity (32.1507 Oz.)
12.4. Gold 1 Ounce bars will come in tamper proof packaging.
12.5. Physical Commodities will only be delivered in the Unit amounts as set out in Clauses 11.5 and
11.6 (as applicable). Where Physical Commodities weigh in at 1 gram or multiples thereof which are less than a whole Unit as specified in Clauses 11.5 and 11.6 (as applicable), they shall not be delivered and instead shall be kept for accumulation until the aggregate weight reaches a whole Unit. Once a whole Unit is reached, delivery will take effect in accordance with this Clause 12.
12.6. The Commodities added to the Warehouse Facility shall be mixed with other Commodities of the same type and where the Client withdraws any weight of a particular Commodity in accordance with Clause 13, the Client understands that it will not receive the specific physical Commodity which was purchased at the time of the Trade.
12.7. ISA BULLION will insure any Commodity stored on behalf of the Client against market standard risks on and subject to market standard terms for the duration that such Commodity is stored in the respective Warehouse Facility and until such time as the risk and title passes to the Client in accordance with the relevant sub-clauses of Clause 13.
12.8. ISA Bullion shall not be held liable for any losses to Commodities in ISA BULLION’S possession which are caused due to Excluded Risks or a Force Majeure Event.
13.1. The Client shall have the option to make a withdrawal of physical Commodities from the ISA BULLION Warehouse Facility by making a withdrawal request to ISA BULLION via email, telephone or on the ISA WhatsApp Account. The Client shall be required to fill in a Withdrawal Form and return this to ISA BULLION via email or in hard copy to ISA BULLION’S office. Withdrawals may only be made in multiples of the Units as set out in Clauses 11.5 and 11.6. Where an Account is jointly held between two or more Clients, only one Client signature shall be required to make a Withdrawal and the Client acknowledges that by setting up a joint Account, a Withdrawal may be made by the other joint holder and ISA BULLION shall have no obligation to inform or take consent from any other individuals named on the Account in respect of any Withdrawal
13.2. No Withdrawal may be made if the Client’s Account is in deficit.
13.3. For each Withdrawal, the Client shall pay the Withdrawal Fees prior to handover of the Commodity to the Client or the delivery service provider.
13.4. The Client shall be responsible for visiting the ISA BULLION Warehouse Facility to pick up their requested Commodities. Title and risk to the Commodities shall pass to the Client at the point that the Client takes physical possession of such Commodities at the Warehouse Facility, subject to Client having paid all outstanding fees recorded against its Account, any agreed delivery fees and any associated Taxes.
13.5. Withdrawals shall be actioned within two Business Days from the receipt and acknowledgement of the Withdrawal Form by ISA BULLION. By way of example, withdrawal applications received on a Thursday will be available for pick up on the following Monday and for those received on a Friday, the following Tuesday.
13.6. Where the Client requests for delivery away from the ISA BULLION Warehouse Facility the following will apply:
a. Unless agreed otherwise between the Parties, delivery shall be made EXW Ex Works, client’s chosen address, (INCOTERMS 2020);
b. a delivery charge will be levied for the delivery of such Commodities to the Client, such charges will be agreed between ISA BULLION and the Client in writing (including via Email or ISA WhatsApp Account);
c. The delivery charges must be paid by the Client prior to delivery;
d. ISA BULLION shall procure that all customs and other formalities (if applicable) are complied with in respect of all Commodities provided that any customs fees or other Taxes associated with the import or export of a Commodity shall be borne by the Client;
e. Title and risk in the Commodities shall pass to the Client in accordance with the above mentioned Incoterm, unless otherwise agreed.
13.7. ISA BULLION shall at no time be required to deliver to the Client the identical property delivered to or purchased by ISA BULLION with respect to a particular Trade.
13.8. Where the Client wishes to withdraw Client Funds, it shall make a withdrawal request to ISA BULLION via email to email@example.com or by telephone or the ISA WhatsApp Account. Upon receipt of the request, a Withdrawal Form shall be sent to the Client to complete and sign in respect of such fund transfer. The Withdrawal Form must be returned to ISA BULLION via email to firstname.lastname@example.org or in hard copy to ISA BULLION’S office. The withdrawn Client Funds shall be transferred to the Client’s nominated bank account on the second (2) Business Day after the Withdrawal Form has been received and acknowledged by ISA BULLION. Timing of receipt of the Client Funds may vary depending on the location of the chosen bank account. Where an Account is jointly held between two or more Clients only one Client signature shall be required to make a Withdrawal and the Client acknowledges that by setting up a joint Account, a Withdrawal may be made by the other joint holder and ISA BULLION shall have no obligation to inform or take consent from any other individuals named on the Account in respect of any Withdrawal.
13.9. ISA BULLION will not transfer Client Funds among Client Accounts without the prior written authorization of the Client, save for any set off activities in accordance with Clause 16.
13.10. Other than a payment made at ISA BULLION’S discretion to a Nominee in accordance with Clause 17.11 or 17.12, ISA BULLION will not, under any circumstances, return Client Funds to a person other than the Client.
13.11. The Client hereby agrees to indemnify ISA BULLION in relation to any liability or loss arising out of any transfer of Client Funds made by ISA BULLION in accordance with these Account Terms and Conditions.
14.1. ISA BULLION does not make market recommendations or provide financial advice. The Client must take its own advice and make its own decision with regard to the entry into Trades.
14.2. The Client acknowledges that:
a. Trading Commodities comes with inherent risk, including the risk of financial loss;
b. ISA BULLION will effect Trades but shall give no financial, tax or other advice or recommendation with regard to Trades or market opportunities;
c. ISA BULLION makes no representations concerning any Tax implications in relation to any Trades conducted by the Client nor will ISA BULLION inform Client or keep Client updated of any Tax implication or changes in Tax law which may impact on Client’s Trades or Client’s Account;
d. The Client should seek independent financial and tax advice with regard to each Trade and all decisions made by the Client with regard to Trades shall be taken on Client’s own assessment and information without reliance on any information or statement made by ISA BULLION;
e. any information on the ISA BULLION website including any blogs, FAQs, articles or opinions are the opinions of ISA BULLION and in no way constitute any recommendations or financial advice. Client shall not rely on such information when making Trades;
f. should the Client grant trading authority or control over the Client’s Account to a Trading Agent, ISA BULLION shall in no way be responsible for reviewing the Client’s choice of such Trading Agent or make any recommendations with respect thereto; and
g. ISA BULLION shall not be responsible for any loss to the Client occasioned by the actions of the Trading Agent and ISA BULLION does not, by implication or otherwise endorse or approve the operating methods of any one Trading Agent.
14.3. The Services are provided ‘as is’ and ISA BULLION makes no representation or warranty with regard to the Services or the execution of Trades other than as set out in the Agreement and ISA BULLION makes no warranties or representations with regard to the functionality or availability of the Platform.
14.4. ISA BULLION and its Associated Persons shall not be liable to the Client, its Affiliates or (if applicable) any of its employees, managers, officers, directors, affiliates, associates, shareholders or representatives, or any Trading Agent, for any liability or loss whatsoever, whether direct or indirect and whether or not foreseeable incurred as a result of:
a. the access or use of the Services;
b. the inability to access or use the Services or access the Platform for any reason, including but not limited Platform downtime, error or malfunction, Force Majeure Event or other circumstances whether or not within or without of ISA BULLION’S control;
c. any technical errors, systems down time, transmission failures, malfunctions, interference or otherwise;
d. a delay to the processing of a Trade for any reason, including but not limited Platform downtime, error or malfunction, Force Majeure Event or other circumstances whether or not within or without of ISA BULLION’S control; or
e. a Trade not being processed caused by any partial or full non-performance by ISA BULLION of its obligations under the Agreement by reason of compliance with any regulatory action or requirement of any exchange, clearing house or regulatory or self- regulatory organization.
14.5. ISA BULLION and its Associated Persons shall not be liable to the Client or any Trading Agent for any indirect or special damages or for any consequential loss or damage, however the same may arise.
15.1. ISA BULLION and its Associated Persons and Affiliates total liability to the Client, the Client’s affiliates or any of its employees, managers, officers, directors, affiliates, associates, shareholders or representatives or any Trading Agent or Nominee shall be limited to:
a. the Mark-Up associated with the Trade in respect of which the loss occurred; or
b. Where the loss is not associated with a specific Trade, the aggregate of the Mark-Up received by ISA BULLION in the Gregorian calendar month during which the loss occurred.
16.1. All Client Funds or Commodities belonging to the Client which ISA Bullion or its Affiliates may at any time be holding for the Client (either individually, jointly with another, or as a guarantor of the account of any other person) or which may at any time be in ISA BULLION’S possession or control or carried on its books for any purpose, including safekeeping, are to be held by ISA BULLION as security and subject to a general lien and right of set off for liabilities of the Client to ISA BULLION (including any Purchase Price, Mark-Up or delivery charges agreed to be paid by the Client) whether or not ISA BULLION has made any prepayment in connection with a Trade, and irrespective of the number of Accounts the Client may have with ISA BULLION.
16.2. ISA BULLION may in its discretion, at any time and from time to time, without notice to the Client, apply, and/or transfer any or all Clients Funds or other property of the Client between any of the Client’s Accounts for set off purposes.
Term and No Fault Termination
17.1. The Agreement formed between the Parties shall continue until terminated in accordance with these Account Terms and Conditions.
17.2. Either Party may terminate the Agreement formed between them by providing 30 days written notice of termination to the other Party (Termination Notice). Upon the expiry of the Termination Notice, the Client shall:
a. ensure there are no open Commodity positions with ISA BULLION; and
b. ensure that the Client has no liabilities held by or owed to ISA BULLION. Where a Deficit Amount (as defined in Clause 17.9) subsists on the Client’s account, interest shall accrue on such Deficit Amount in accordance with Clause 17.9.
Without prejudice to Clause 31, termination under this Clause 17.2 shall be deemed to be exercised within the meaning of mutual consent as contemplated by Article 267 of UAE Federal Law No. 5 of 1985.
17.3. ISA BULLION reserves the right, at its discretion, to freeze the Client’s Account from further Trades without notice to the Client. To the extent that ISA BULLION is permitted under applicable law, ISA BULLION shall notify the Client of such freezing and the likely duration of such freezing. ISA BULLION will only freeze a Client Account if there has been an Event of Default (as defined in Clause 17.4) or if ISA BULLION decides, in its reasonable discretion, that
such freezing is necessary to ensure compliance with Applicable Law or any directions or instructions given to ISA BULLION by any governmental authority or other authority having the power to give such instructions.
Events of Default and Account Liquidation
17.4. Each of the following shall be considered an “Event of Default”:
a. in the case of an Individual Client, that Individual Client:
i. commits any breach of these Account Terms and Conditions or the Trading Terms and Conditions and, where the breach is curable, fails to cure such breach within fifteen (15) days of receipt of notice from ISA BULLION;
ii. dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing their own affairs or becomes a patient under any applicable mental health legislation or where a power of attorney or similar instrument is activated in respect of the Client (excluding any power of attorney appointing a Trading Agent or Nominee);
iii. is subject to a bankruptcy petition in any jurisdiction;
iv. fails to pay any amounts owed by it to ISA BULLION, including any Mark-Up, the Purchase Price of a confirmed Trade or agreed delivery fees. For clarity, the fifteen (15) day cure period at 17.4(a)(i) shall not apply to late payment; or
v. the Client’s failure to provide ISA BULLION any information, including any Required Details and KYC Documents, requested pursuant to these Account Terms and Conditions.
b. In the case of a Corporate Client, if that Corporate Client:
i. commits any breach of these Account Terms and Conditions or the Trading Terms and Conditions and, where the breach is curable, fails to cure such breach within fifteen (15) days of receipt of notice from ISA BULLION;
ii. fails to pay any amounts owed by it to ISA BULLION, including any Purchase Price of a confirmed Trade or related Mark-Up or agreed delivery charges. For clarity, the fifteen (15) day cure period at 17.4(a)(i) shall not apply to late payment;
iii. is dissolved, or an order is made for its winding up, it passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other Party under this Agreement);
iv. ceases to conduct all (or substantially all) of its business;
v. is or becomes unable to pay its debts as they fall due;
vi. is or becomes insolvent or is declared insolvent;
vii. convenes a meeting or makes or proposes to make any arrangement or composition with its creditors, or an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of its assets;
viii. the filing of an attachment by the request of any regulator or government authority or order of court against any of the Client’s Accounts carried by ISA BULLION; or
ix. fails to provide ISA BULLION any information, including any Required Details and KYC Documents, requested pursuant to these Account Terms and Conditions.
17.5. Upon any Event of Default, ISA BULLION shall be entitled to immediately suspend the Client’s Account and ISA BULLION, in its sole discretion, may take one or more, or any portion of the following actions to cover any liabilities owed by the Client to ISA BULLION (including any Purchase Price of a confirmed Trade and/or related Mark-Up or agreed delivery charges):
a. satisfy any obligation the Client may have to ISA BULLION either directly or by way of guarantee or suretyship, out of any of the Client’s Funds or Commodities in its custody or control;
b. sell or purchase any or all Commodities, or securities held or carried for the Client; or
c. cancel any or all outstanding orders for Trade, or any other commitments made on behalf of the Client,
(together the “Account Liquidation Actions”).
17.6. Any of the Account Liquidation Actions may be taken without prior notice of sale or purchase or other notice to the Client, the Client’s Nominee or Trading Agent or the Client’s personal representatives, heirs, executors, administrators, trustees, legatees or assigns, and regardless of whether the Account has one or more holders.
17.7. When carrying out the Liquidation Actions, ISA BULLION may, in its sole discretion, offset in the same settlement or initiate new positions that in ISA BULLION’s sole judgment may be advisable to protect or reduce existing positions in the Client’s Account.
17.8. Any Liquidation Actions shall be made according to ISA BULLION’s sole judgment, without the need to consider the market position and with any interbank or other exchange, market or other sale forum that ISA BULLION may in its discretion decide including but not limited to any public auction or private sale, and ISA BULLION may purchase or sell the whole or any part of the Commodities free from any right of redemption.
17.9. In the event the proceeds realized from the Account Liquidation Actions are insufficient for the payment of all liabilities of the Client due to ISA BULLION, leaving a deficit on the Account (“Deficit Amount”), the Deficit Amount shall become a debt due from the Client (or in the case of an individual Client who has died, from the Client’s estate). ISA BULLION shall issue a demand for any Deficit Amount and the Client, or its estate, shall promptly pay such Deficit Amount. Where the Deficit Amount remains unpaid, ISA BULLION shall be entitled to charge interest on the Deficit Amount equal to twelve (12) percent per annum or the maximum interest rate allowed by law whichever is lower. Such interest shall accrue on a monthly compounded basis from the date of the demand for the Deficit Amount until such date as the Deficit Amount is paid. In addition, ISA BULLION shall be entitled to recover and Client shall indemnify and keep ISA BULLION indemnified against all costs of collection, including reasonable attorney’s fees and witness fees that are incurred by ISA BULLION in the recovery of the Deficit Amount and any associated travel expenses incurred in attending to such debt recovery.
17.10. Once the Liquidation Actions have been completed and any Deficit Amount fully paid, ISA BULLION shall close the Client Account(s) and pay any surplus Client Funds into the bank account as nominated by the Client.
17.11. Where the Client’s nominated bank account is unable to receive any Client Funds, ISA BULLION shall continue to hold such surplus Client Funds on trust until such time as ISA BULLION is either (a) provided with a further bank account in the Client’s name or (b) ISA BULLION receives documentation which ISA BULLION in its sole discretion considers sufficient to allow ISA BULLION to make a payment to a different account. Notwithstanding the foregoing, where a Nominee has been appointed, ISA BULLION may, in its discretion, make any payments to the Nominee’s account, without any requirement for further documentation or investigation and the Client, as part of the appointment of the Nominee, gives full authority to ISA BULLION to deal with the Nominee and make such payment to the Nominee. ISA BULLION shall not be obligated to pay any Client Funds to a Nominee under this Clause.
17.12. In the event of an Event of Default arising under Clause 17.4(a)(ii) and where the Client’s bank account is unable to accept the Client Funds, ISA BULLION is authorized to pay, at its sole discretion, the Client Funds to the Client’s Nominee and the Client acknowledges and confirms that the appointment of any Nominee is intended to take effect irrespective of any testamentary document or other wishes of the Client. ISA BULLION may in its sole discretion refuse to pay Client Funds or deliver Commodities to a Nominee where ISA BULLION does not have up to date KYC Documentation for such individual or where ISA BULLION is prevented from making such payment by Applicable Law, internal policies or best practice or where ISA BULLION in reasonably determines that it is not able to make such payment. Where no Nominee is appointed, ISA BULLION may pay the Client Funds to the Client’s heirs subject to the receipt of documentation which ISA BULLION in its sole discretion considers sufficient to identify such heirs and such documentation may include (but does not have to include) a copy of a last Will and testament or other testamentary document and/or an opinion from a legal professional qualified in the jurisdiction which applies to the testamentary documents or where no documents are available, the laws of succession applying the Client’s estate.
17.13. ISA BULLION may take one or more Account Liquidation Actions if an Account has had no activity conducted through it for three (3) years or more and ISA BULLION has been unable to receive a response from the Account holder. Where ISA BULLION takes a Liquidation Action in respect of a dormant Account, ISA BULLION may do any of the following (a) hold the funds or Commodities in the Client’s account on trust until Client reactivates the account, (b) pay any cash funds in the Client Account to the Client’s nominated bank account or (c) pay any cash funds in the Client Account to the Nominee.
17.14. Termination effected in accordance with these Account Terms and Conditions shall not affect any Trade previously entered into and shall not relieve either Party of any continuing obligations after termination set out in these Account Terms and Conditions nor shall it relieve the Client of any obligations arising out of any Deficit Amount on the Client’s Accounts with ISA BULLION.
17.15. Provisions of the Agreement which either are expressed to survive its termination or expiry, or from their nature or context it is contemplated that they are to survive such termination or expiry, shall remain in full force and effect notwithstanding such termination or expiry.
17.16. Termination of the Agreement shall be without prejudice to any rights of either Party which may have accrued up to the date of such termination and the rights to terminate this Agreement are not intended to be exclusive but shall be in addition to every other remedy or right including the right to recover damages and to a decree requiring any appropriate performance required by this Agreement.
17.17. Any Clauses which by their nature are intended to continue beyond the term of the Agreement shall remain in full force and effect notwithstanding the expiry of the Agreement.
18.1. Should a quoting error occur, the Client agrees that ISA BULLION will not be liable for the resulting errors in Account balances. ISA BULLION reserves the right to make the necessary corrections or adjustments to the records of the Account involved in any such error.
18.2. Should a quoting error occur, the Client may raise an objection to ISA BULLION by telephone or email.
18.3. Any dispute arising from such quoting errors will be resolved on the basis of the fair market value of the Commodity and currency at the time the error occurred.
19.1. The Individual Client represents and warrants that:
a. the Client is of sound mind, is eighteen (18) years or older and of legal competence;
b. where the Client is under twenty one (21) years old, that it has the consent of its legal guardian to enter into the Agreement and open an Account and conduct Trades;
c. no person other than the Client or any joint Account holder has or will have an interest in the Client’s Account(s) and, notwithstanding Clause 7, a Nominee shall not have any interest in the Client’s Account(s);
d. the Client is an investor who is suitable to trade in Commodities and understands the inherent risks involved in trading which include but are not limited to significant financial loss; and
e. it will enter personally into all Trades as a principal only and not as trustee or agent. Each Trade and the resulting Trade Contracts formed in respect of each Trade under a Client’s Account shall be personal to the Client, irrespective of whether such Trade is actioned by the Client or a Trading Agent, and shall not be assignable (whether absolutely, by way of security or otherwise) by the Client and no third party interest whatsoever shall be permitted to arise in respect thereof except with the prior written consent of ISA BULLION.
19.2. The Corporate Client represents and warrants that:
a. it is duly incorporated and validly existing under the jurisdiction of its establishment and has the power to own its assets and carry on its business;
b. it has the power and has taken all necessary corporate or other actions required to authorize the execution of the Trades and any other arrangement to which it is a party by it and the performance by it of its obligations thereunder;
c. all information provided in relation to the Client’s Accounts is true, correct and complete as of the date hereof, and accurately represents the Client’s current financial condition. The Client agrees to notify ISA BULLION promptly of any material changes in any such information; and
d. it will obtain, comply with and keep in full force and effect any authorizations (corporate, regulatory or otherwise) to enable it to perform its obligations under these Account Terms and Conditions, any Trades and the Trading Terms and Conditions.
19.3. The Client further represents and warrants that:
a. it has read, understood and agreed to the Agreement, which may be modified from time to time by ISA BULLION and agrees that the Trading Terms and Conditions apply to each respective Trade entered into in accordance with each Instruction given to ISA BULLION;
b. it will promptly notify ISA BULLION in writing of the occurrence of any Event of Default and, upon receipt of a written request of ISA BULLION, confirm to ISA BULLION that, save as has been disclosed to ISA BULLION in writing in such confirmation, no Event of Default or other such event has occurred;
c. it will inform ISA BULLION of any changes to the Required Details, any other information submitted by the Client to ISA BULLION or the KYC Documentation and to keep its KYC Documentation up to date;
d. it will inform ISA BULLION of any changes in the information submitted in respect of any Nominee including the KYC Documentation, which Client undertakes it shall keep up to date;
e. it will provide any and all documentation or additional information requested by ISA BULLION from time to time;
f. it will advise ISA BULLION of the start of any litigation, arbitration, judicial, quasi-judicial or any administrative proceedings by or against the Client which, if adversely determined, shall have a Material Adverse Effect on the financial condition of the Client;
g. it will comply in all respects with all Applicable Laws, rules and regulations to which it is subject if failure to comply would materially impair its ability to perform its obligations under these Account Terms and Conditions, Trades and the related Trading Terms and Conditions;
h. it will keep ISA BULLION advised of any circumstances adversely affecting their financial position including any action taken by any creditor or Government authority against the Client; and
i. it will ensure that it shall not create or permit to subsist any Encumbrance over any of the Commodities held in trust with ISA BULLION;
j. no litigation or administrative or arbitration proceedings before or of any court, tribunal, arbitrator or any relevant authority are presently in progress, pending or to the knowledge of the Client threatened against the Client or any of its assets which might be reasonably likely to have a Material Adverse Effect on the Client’s business or financial condition or on its ability duly to perform and observe its obligations under these Account Terms and Conditions;
k. all authorizations required by it in connection with the entry into, performance, validity and enforceability of, and all the transactions contemplated by, these Account Terms and Conditions have been obtained or effected (as appropriate) and are in full force and effect; and
l. all information provided in relation to the Client’s Accounts is true, correct and complete as of the date hereof, and accurately represents the Client’s current financial condition. The Client agrees to notify ISA BULLION promptly of any material changes in any such information.
20.1. The Client agrees to indemnify and hold ISA BULLION and all Associated Persons, and its successors and assigns harmless from and against any and all indebtedness, liabilities, obligations, losses, damages, penalties, actions, suits, judgments, costs, charges and expense, including reasonable attorney’s fees arising from or in connection with any Trades carried out under the Trading Terms and Conditions and/or action taken by ISA BULLION or Associated Persons its correspondents and agents in accordance with or pursuant to any such instructions. The benefit of this indemnity is held by ISA BULLION for itself and the Associated Persons.
21.1. The Client acknowledges that the Client has no separate agreement with the Client’s broker or ISA BULLION or an Associated Person regarding trading in the Client’s Account, including any agreement to guarantee profits or limit losses in the Client’s Account. The Client understands that the Client is under an obligation to notify the ISA BULLION compliance officer, immediately in writing as to any such agreement.
21.2. The Client understands that any representations made by any person concerning the Client’s Account, which differ from any statements reports that the Client receives from ISA BULLION, must be brought to the attention of ISA BULLION’s compliance officer immediately in writing.
22.1. The Client shall:
a. pay any applicable stamp, registration, documentary or other duties and Taxes to which the Agreement or any related documents may be subject or give rise to or which may be payable in order for such documents to be valid, binding or enforceable or admitted as evidence in any court (“Stamp Duties”) and shall indemnify ISA BULLION from and against any losses or liabilities which any of them may incur as a result of any delay or omission by ISA BULLION to pay any Stamp Duties;
b. pay all export or import duties and any other Tax as may be payable in relation to the Commodity and/or the Trade;
c. pay any capital gains taxes or other similar personal income taxes as may be payable in relation to the sale or purchase of a Commodity;
d. if a deduction or withholding for or on account of tax from a payment under the Agreement (the “Tax Deduction”) is required by law to be made by the Client, the amount of the payment in respect of which the Tax Deduction is required to be made shall be increased to the amount which (after the Tax Deduction) will leave an amount equal to the payment which would have been due if no Tax Deduction had been required. Where ISA BULLION is required to make any deduction on account of withholding or any other form of Tax from a payment due to a Client, ISA BULLION shall be entitled to deduct such amount from any Client Funds; and
e. (to the extent required by any Applicable Laws) pay any value added tax, turnover or sales tax or any similar tax (“VAT”) payable in any jurisdiction any sum payable under the Agreement and/or as a consequence of the sale of the Commodity to or by ISA BULLION, and indemnify ISA BULLION for any payments of VAT made by ISA BULLION in respect of any Commodity.
22.2. All payments due to ISA BULLION under the Agreement including the Mark-Up, Purchase Price and any agreed delivery charges exclude VAT unless otherwise stated.
23.1. No waiver or amendment of these Account Terms and Conditions may be implied from any course of dealing between the Parties or from any failure by ISA BULLION or any Associated Person to assert its rights under these Account Terms and Conditions on any occasion or series of occasions.
23.2. No oral agreements or Instructions to the contrary of these Account Terms and Conditions shall be recognized or enforceable.
23.3. The Agreement embodies the entire agreement of the Parties relating to the provision of the Account and the Services, superseding any and all prior written and oral agreements, and there are no other terms, conditions or obligations other than the terms of the Agreement.
24.1. ISA BULLION may amend these Account Terms and Conditions from time. Any such amendment shall be effective immediately on the date of publication of the amended Account Terms and Conditions on the Platform and the Client acknowledges that it is responsible for checking back via the Platform to that end on a regular basis. In particular (but without limitation), ISA BULLION may amend these Account Terms and Conditions in the event that:
a. there is any alteration to the Service itself or the structure of the Service;
b. new products and services are introduced as part of the Services;
c. the way the Services are delivered changes (for example, new infrastructure or technology is developed to provide a better experience);
d. ISA BULLION reorganizes its business in any way;
e. for legal, regulatory or best practice reasons; or
f. to make the Account Terms and Conditions clearer or easier to understand, to reflect changes in law or ensure that all Clients are subject to the same Terms and Conditions.
24.2. The Services are provided on an ongoing basis and ISA BULLION may need to make changes for reasons other than those set out in Clause 24.1 and the list of reasons set out in Clause
24.1 shall not in any way be definitive or limiting.
25.1. ISA BULLION may assign, transfer, delegate or subcontract performance of the Agreement or any of its rights or obligations under the Agreement to any third party at any time. The Agreement is personal to the Client and may not be assigned, transferred or delegated in any way.
25.2. The Agreement including all authorizations, shall inure to the benefit of ISA BULLION and its successors and assigns, whether by merger, consolidation or otherwise, and shall be binding upon the Client and/or the estate, executor, trustees, administrators, legal representative, successors and assigns of the Client.
25.3. This Agreement is made by, between, and for the benefit of ISA BULLION and the Client. Any person who is not a party to this Agreement shall have no right to enforce this Agreement or benefit from any rights under this Agreement, and for clarity, notwithstanding any other provision in the Agreement, no Nominee or Trading Agent will benefit from or gain any rights under this Agreement.
26.1. The Client agrees and acknowledges that all conversations regarding the Client’s Account(s) or any matter connected therewith between the Client and ISA BULLION personnel may be electronically recorded with or without further notice to the Client.
26.2. ISA BULLION may, and the Client and each Trading Agent hereby expressly authorizes ISA BULLION to, record on a recording system operated by ISA BULLION all oral Instructions given by telephone. The Client expressly agrees that should a dispute arise at any time in relation to the content of such oral instructions, then that recording or a transcript of the same certified as
being a true transcript by ISA BULLION, shall be conclusive evidence as between ISA BULLION and the Client as to the contents and nature of such oral Instructions unless and until the contrary is established before a local tribunal.
26.3. The Client further agrees, notwithstanding Clause 28, to the use of any recordings or transcripts made pursuant to this Clause 26, as evidence by ISA BULLION in connection with any dispute or proceeding that may arise involving the Client or ISA BULLION.
27.1. Any notice or other communication (excluding any Instructions, Nominee Appointment Forms, Trading Agent Appointment Forms and Withdrawal Appointment Forms which may be delivered by such means as permitted under these Account Terms and Conditions or the Trading Terms and Conditions, as applicable) under or in connection with the Client Account or these Account Terms and Conditions (“Notice”) shall be in writing and shall be delivered to the party due to receive the notice as follows:
a. If to Client, by courier to the physical address recorded on its account, to the email address associated with its account or via a message sent within the Client Account (including via push notification or to the Client’s inbox available on the Client’s online account). Any Notice sent to the Client under this Clause shall be deemed received on the date that it is sent, except in the case of a physical notice sent via courier, which shall be deemed received at the date and time that the courier records its delivery;
b. If to ISA BULLION at its physical address set out on its website site www.isabullion.com. A notice sent under this Clause 27(1)(b) shall be deemed received at the date and time that the courier records its delivery.
27.2. It will be in the Client’s interest to make suitable prior arrangements with ISA BULLION if the Client anticipates that it may not be reached at the usual contact number or place at any given period of time. ISA BULLION shall not be responsible or liable for any losses or expenses whatsoever incurred by the Client as a result of ISA BULLION’s failure to contact the Client.
27.4. The Client is responsible for providing ISA BULLION with updated contact information at all times. All communications sent by ISA BULLION whether by electronic mail, post mail, telegraph, electronically, facsimile or otherwise shall be deemed received by the Client when sent by ISA BULLION. The Client shall also be deemed to have been received any communication sent by ISA BULLION, when it is sent to the Trading Agent of the Client in the manner herein.
28.1. Confidential Information
Each Party will ensure that all Confidential Information will:
a. be used solely for the purposes of the transactions and Trades contemplated by these Account Terms and Conditions;
b. be kept confidential by it and, in respect of ISA BULLION and any Corporate Client, kept confidential by its officers (ii) and employees;
c. not be disclosed or used for the purposes of dealing in or procuring alternative arrangements relating to such contemplated transactions; and
d. not communicate directly or indirectly with any third party,
PROVIDED THAT, the confidentiality obligations in Clauses 28.1(a) – (d) do not preclude:
e. any disclosure or communication made by any Party which was, or is, reasonably necessary for the purpose of negotiating or performing the Trade, carrying out an Instruction or fulfilling the terms of the Agreement and the matters contemplated in these Account Terms and Conditions;
f. any disclosure made by ISA BULLION for the purposes of financing its obligations under the Agreement or any Trades and related documents;
g. ISA BULLION from communicating with any of its Affiliates or any of the Client’s Affiliates or Trading Agent(s) for the purpose of investigating and appraising the business, financial condition, credit-worthiness, status and affairs of the Client;
h. any disclosure permitted under these Account Terms and Conditions, in relation to a Trade or under the Trading Terms and Conditions;
i. any disclosure that is required by Applicable law, or by a governmental authority, stock exchange or regulatory body; or
j. ISA BULLION communicating with any Trading Agent.
29.1. Force Majeure Event
For the purposes of the Agreement, “Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of ISA BULLION or which can be classified as an Excluded Risk (including failures of or problems with the internet or a part of the internet, hacker attacks, virus or other malicious software attacks or infections, power failures, changes to the law, disasters, explosions, gold reserve nationalization, fires, floods, riots, terrorist attacks, epidemics and pandemics and wars) which prevents or substantially delays ISA BULLION from carrying out any of its obligations under the Agreement or a Trade Contract.
29.2. Consequences of Force Majeure Event
a. upon the occurrence of any Force Majeure Event the parties shall consult with the aim of safeguarding the Commodities; and
b. if ISA BULLION is delayed or prevented from carrying out any of its obligations under these Account Terms and Conditions, a Trade Contract or the related Trading Terms and Conditions due to the Force Majeure Event:
i. ISA BULLION shall be excused from such obligation or obligations to the extent it is so delayed or prevented; and
ii. if the event is such that ISA BULLION will not be able to perform its obligations or prevents the performance of its obligations for more than one month, ISA BULLION shall be entitled to terminate any or all of the Agreement, any outstanding Trade or any related Trade Contract.
30.1. If at any time any provision of these Account Terms and Conditions shall be found by any court or administrative body of competent jurisdiction to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect the other provisions of these Account Terms and Conditions, which shall remain in full force and effect.
31. GOVERNING LAW AND JURISDICTION
31.1. The terms of the Agreement and any non-contractual obligations arising out of or in connection therewith are and shall be governed by and construed in accordance with the laws of the Dubai International Finance Centre, UAE (“DIFC”).
31.2. The Courts of the DIFC shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Agreement or any non-contractual obligations arising out of or in connection therewith (including any dispute regarding the existence, validity, breach or termination of these Account Terms and Conditions or the Agreement).
32.1. If any status or directive shall hereafter be enacted or any rule or regulation shall hereafter be adopted or issued by any governmental authority, or a contract market or clearing organization which shall be binding upon ISA BULLION and shall affect in any manner or be inconsistent with any of the provisions hereof, the affected provisions of these Account Terms and Conditions shall be deemed modified or superseded, as the case may be, by the applicable provisions, of such statute, rule or regulation, and all other provisions of these Account Terms and Conditions and provisions so modified shall in all respects continue in full force and effect.
32.2. The Client acknowledges all Trades are subject to the aforementioned regulatory requirements, and the Client shall not thereby be given any independent legal or contractual rights with