The following account terms and conditions (the “Account Terms and Conditions”), together with the Trading Terms and Conditions, which can be found here https://isabullion.com/trading-tc or in Appendix A, and the Privacy & Cookie Policy, which can be found here https://isabullion.com/privacy-policy or in Appendix B and any other rules posted on the Platform (together the “Agreement”) constitute an agreement between the Client and ISA BULLION and its successors or assigns and govern the opening and use of any and all Accounts (including any Accounts as may be reopened), the use of the Platform and the provision of Services by ISA BULLION and/or any of its Affiliates, and the execution of any Trade.
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.
The Client hereby agrees that where the Client opens their Account on the Platform, the electronic format of the Account Terms and Conditions, the Trading Terms and Conditions the Privacy & Cookie Policy and any other terms of the Agreement does not in any way affect their validity or enforceability and agrees that ISA BULLION may communicate with the Client electronically for all aspects of the Client’s account and/or use of the Platform and/or Services.
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 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. DEFINITIONS AND INTERPRETATION
1.1 The following definitions apply to these Account Terms and Conditions except where the context otherwise requires and in addition to were defined elsewhere herein:
1.2 Headings
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.
1.3 Interpretation
In these Account Terms and Conditions (unless otherwise provided):
2. ELIGIBILITY FOR AN ACCOUNT
2.1. In order to be eligible to able to open an Account the following requirements must be me
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. OPENING AND MAINTAINING AN ACCOUNT
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. AUTHORISATION OF CREDIT CHECKS
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. ANTI-MONEY LAUNDERING
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 honor 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. APPOINTMENT OF TRADING AGENTS
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 contact@isabullion.com or to ISA BULLION’S office address. No appointment shall be affected 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 contact@isabullion.com to request removal. No removal will be affected 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. REGISTRATION OF A NOMINEE
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 contact@isabullion.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 contact@isabullion.com 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. AUTHORISATION TO TRADE
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 affect 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. INSTRUCTIONS
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. ACCOUNT SECURITY AND AVAILABILITY
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 reasonable 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. TRADES AND MARK-UP
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:
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:
11.11 ISA BULLION may, at its discretion and without notice, change the list of financial institutions it will accept fund transfers from.
12. STORAGE AND INSURANCE OF PHYSICAL COMMODITIES
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. WITHDRAWAL OF COMMODITIES OR CLIENT FUNDS
Commodities
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:
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.
Client Funds
13.8 Where the Client wishes to withdraw Client Funds, it shall make a withdrawal request to ISA BULLION via email to contact@isabullion.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 contact@isabullion.com 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. CLIENT ACKNOWLEDGEMENT AND DISCLAIMER
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:
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:
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. LIMITATION OF LIABILITY
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:
16. COLLATERAL AGREEMENT
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.
17. TERM, ACCOUNT FREEZING AND TERMINATION
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:
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.
Freezing
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”:
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):
(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.
Continuing Obligations
17.14 Termination affected 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. QUOTING ERRORS
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. CLIENT’S REPRESENTATION, WARRANTIES AND UNDERTAKINGS
19.1 The Individual Client represents and warrants that:
19.2 The Corporate Client represents and warrants that:
19.3 The Client further represents and warrants that:
20. INDEMNIFICATION
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. NO GUARANTEES
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. TAXES
22.1 The Client shall:
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. NO WAIVER
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. AMENDMENTS
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:
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. BINDING EFFECT OF THE AGREEMENT AND THIRD PARTIES
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. RECORDINGS
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 evidenced by ISA BULLION in connection with any dispute or proceeding that may arise involving the Client or ISA BULLION.
27. NOTICE
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:
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.
27.3 Reports, statements, notices and any other communications may be transmitted to the Client by telephone, email, SMS, WhatsApp, push notification, facsimile, or such other electronic means or in any such manner as ISA BULLION may decide. The Client may opt out of certain communications in accordance with the Privacy Policy.
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. CONFIDENTIALITY AND PRIVACY
28.1 Confidential Information
Each Party will ensure that all Confidential Information will:
PROVIDED THAT, the confidentiality obligations in Clauses 28.1(a) – (d) do not preclude:
28.2 Privacy
In the course of providing Services, the Client acknowledges that ISA BULLION may process personal information of the Client and, in respect of a Corporate Client, that of such Corporate Client’s employees, representatives, or agents in accordance with Privacy & Cookie Policy which can be found here https://isabullion.com/privacy-policy and which constitutes part of the Agreement. In requesting an Account and thereby accepting and agreeing to be bound by these Account Terms and Conditions and the Privacy & Cookie Policy, the Client hereby agrees and consents to the transfer, storing and processing of their personal information in accordance with the Privacy & Cookie Policy and subject to applicable legislation or regulations. In respect of Corporate Clients, the Client warrants that it has all necessary consents to disclose and transfer to ISA BULLION such personal information for processing in the manner envisaged by the Agreement. Where the Client provides the personal details of an individual as part of appointing a Trading Agent or Nominee, the Client warrants and represents that it has the consent of that individual to send their personal information to ISA BULLION and for ISA BULLION to process their personal information in the manner as set out in the Privacy & Cookie Policy.
29. FORCE MAJEURE
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
30. EFFECT OF INVALIDITY
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. GOVERNMENTAL
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 respect to such requirements.