The following terms and conditions (the “Terms and Conditions”) shall govern each Account opened to purchase, sell and or repurchase a Commodity with ISA BULLION as well as to the contractual arrangements made between the Client and ISA BULLION.
ISA BULLION may from time to time amend or supplement these Terms and Conditions by notifying the Client and the Client agrees that those amended or supplemented Terms and Conditions shall be binding on the Client and shall apply to all Trades and Contracts as from the date of notification.
The Client acknowledges that the Client has been advised and agrees to the following Terms and Conditions.
The following definitions apply to these Terms and Conditions and, unless the context otherwise requires, apply to and shall be deemed incorporated into each Trade and/or Contract:
“Account” means any account opened and maintained in the name of the Client, under which the Client may instruct the completion of any Trades personally or through a Trading Agent;
“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.
“Client Agreement” means the agreement signed between ISA BULLION and the Client in relation to the Trade of a Commodity;
“Client” means a Corporate Client and Individual Client which have executed the Client Agreement with ISA BULLION;
“Commodity (ies)” means Bullion, silver and any other commodity sold and purchased pursuant to a Contract or Trade;
“Markup” means the amount of markup owed by the Client to ISA BULLION prior to each Trade initiated as set out in the Client Agreement, Contract or otherwise agreed by the Client and ISA BULLION;
“Contract” means a contract made between ISA BULLION and the Client in relation to sale, purchase and/or repurchase of a certain Commodity in or substantially in the form set out in Schedule 1 to these Terms and Conditions;
“Corporate Client” means any company, partnership, sole proprietorship, corporation, trust, joint venture, or other legal entity who has executed a Client Agreement;
“Currency” means the currency as described in each Trade or Contract;
“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;
“Individual Client” means a natural person who has executed the Client Agreement;
“Instruction(s)” means electronic, telephone, or any other means acceptable to ISA BULLION by which a Trading Agent initiates and transmits directions to ISA BULLION to conduct Trades in relation to an Account;
“ISA BULLION” means ISA COMMODITIES DMCC its affiliates, its divisions and its successors;
“Material Adverse Effect” means, in relation to an event or circumstance, the occurrence and effect of which has or may have a materially adverse effect, as determined by ISA BULLION on:
the financial situation or prospects of the Client;
the ability of the Client to perform and comply with any of its obligations; or
the validity or enforceability of the Trades and/or Contracts or the rights or remedies of ISA BULLION under the Trades and/or Contracts;
“Notice” shall have meaning set out in clause 26;
“Purchase Date” means the date for payment (which shall be a Business Day) for a Commodity as specified in the relevant Contract;
“Purchase Price” means, in respect of any Contract, the purchase price of a Commodity as specified in the relevant Contract;
“Purchase Quantity” means the quantity of a Commodity to be purchased in accordance with a Trade and/or Contract;
“Storage Facility” means any warehouse or other storage facility agreed between the parties in the relevant Contract;
“Taxes” mean any tax, levy, impost, duty or other charge or withholding of a similar nature (including any related penalty or interest);
“Termination Date” means in relation to any Trade or Contract the date of termination as stated;
“Trades” means the buying and selling of a Commodity as per the Instructions of the Trading Agent;
“Trade Confirmation Reports” means the reports provided by ISA BULLION to the Client on a periodic basis showing the particulars of each Trade conducted under the Account and during the respective period;
“Trading Agent” means, a Client or any individual or corporate entity authorized in writing to conduct Trades on behalf of the Client;
“UAE” United Arab Emirates; and
“Warehouse Facility” means the Storage Facility whereby a warehousing arrangement is entered into between The storage facility and ISA Bullion for the storage of the respective Commodity on behalf of ISA BULLION
The paragraph headings in these 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 this Agreement (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 Terms and Conditions;
(c) references to these Terms and Conditions, that Contract or that other document, as amended, varied, novated or supplemented from time to time; to these Terms and Conditions, any Contract or any other document shall be construed as references
(d) references to any statute or statutory provision include 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) references to law includes 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);
(f) 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;
(g) 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;
(h) 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
(i) 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 The Client shall duly complete and sign and submit all documents as required by ISA BULLION to open the Account, following which the Account will be opened subject to fulfilment of all conditions as required by ISA BULLION.
2.2 ISA BULLION may either accept or reject the Client’s application to open an Account at its sole discretion without giving any reasons.
2.3 A Client may open an Account in its own name or jointly with others.
3.1 The Client agrees that ISA BULLION is authorized to act as counterparty, or to purchase and sell a Commodity, for and on behalf of the Client with counterparty banks or institutions, as ISA BULLION deems appropriate, in accordance with the oral or electronic Instruction of the Client or a Trading Agent and apply all such Trades to the Client’s Account.
3.2 Client/Trading Agent may give Instructions to ISA BULLION to conduct Trades, by telephone, e-mail, other electronic means or such other means which may be specified by ISA BULLION and subject to the execution of documents as ISA BULLION may require in respect thereof. 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.
3.3 Any Instruction by the Client in respect of a Trade, once provided, shall be irrevocable except with the prior written consent of ISA BULLION. 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, whether or not such Instruction is given personally by the Client or by a Trading Agent and notwithstanding any error or misunderstanding or lack of clarity in the terms of any such Instruction.
3.4 ISA BULLION will execute Trades at the Instruction of the Client received during a Business Day in a form acceptable to ISA BULLION. ISA BULLION reserves the right to reject any Trade made by the Client which does not contain the information required by ISA BULLION or received.
3.5 The Client acknowledges and agrees that ISA BULLION shall have no obligation to verify the identity or authority of any Instructions.
3.6 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. 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.
3.7 In the absence of timely instructions from a Client ISA Bullion is authorized, at its absolute discretion, to stop loss all or any portion of the Commodity positions of the Client.
3.8 Any Instructions received on a non-Business Day in a form acceptable to ISA BULLION will be processed on the following Business Day by ISA BULLION at the prevailing market rate of such Business Day.
3.9 ISA BULLION will Trade the Commodity via market order, limit order, stop buy order and stop sell orders.
3.10 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 condition may make it impossible to execute such orders at the designated price and time.
4.1 A delivery charge will be levied for orders delivered within or outside of Dubai. Such delivery costs must be agreed prior to the delivery of the Commodity to the Client.
4.2 Unless otherwise instructed by the Client, the Trade of a Commodity will entail the accepting or making of delivery by ISA BULLION on behalf of the Client in a Warehouse Facility designated by ISA BULLION. Trades will be physically delivered to a nominated vault under the account of ISA BULLION with a reputable Warehouse Facility.
4.3 The Commodities will be stored under the name of ISA Bullion on behalf of the Client at the Warehouse Facility.
4.4 The Client agrees to pay immediately and on demand any charges or fees associated with the delivery and storage of a Commodity: (i) as stored in the nominated vault under the account of ISA BULLION in the respective Warehouse Facility or as directed by the Client; or (ii) for the delivery of physical Commodity.
4.5 ISA BULLION shall use reasonable endeavors that the Commodity is delivered in accordance with all applicable laws and regulations (and shall take any action and satisfy any condition required to effect the same) on behalf of the Client.
4.6 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 for any Account of the Client.
4.7 ISA BULLION shall procure that all customs and other formalities (if applicable) are complied with in respect of all Commodities.
4.8 Delivery in relation to physical Commodities shall be undertaken in accordance with the terms of the relevant Contract.
5.1 Once an application by the Client is submitted for the withdrawal of a Commodity and accepted by ISA BULLION, the application cannot be cancelled without the consent of ISA BULLION.
5.2 A delivery charge will be levied for all deliveries. Such delivery costs shall be agreed upon by the Client and ISA BULLION prior to the delivery of the Commodity to the Client.
6.1 The Client shall ensure that payment to ISA BULLION is completed prior to any relevant Trade and/or Contract.
6.2 The Client agrees and understands that a Trade and/or Contract shall not be executed until the payment as noted in clause 6.1 is received in the ISA BULLION account as cleared funds.
6.3 ISA BULLION may change its Commission, charges and/or fees and give timely notice to its Client from time to time of such changes and their effective dates.
6.4 Delivery of funds in relation to a Trade shall be credited to the Client’s Account on the second (2) Business Day after the Trade has been completed and confirmed to the Client. Trades made on a Thursday will be received on the following Monday and those in relation to a Trade made on a Friday will be received on the following Tuesday.
7.1 The Client will receive periodically Trade Confirmation Reports documenting each respective Trade to the Client’s Account.
7.2 The Client understands that the Client must carefully review the Trade Confirmation Report and any Trades provided by ISA BULLION relating to the Clients trading history and Account balances.
7.3 All Trade Confirmation Reports will be deemed final within five (5) Business Days after delivered to the Client. The Client must carefully review the Trade Confirmation Report and notify ISA BULLION in writing of any objections in accordance with clause 7.4.
7.4 The Client must make any objection it may have to ISA BULLION handling of a Commodity Trade or any Trade Confirmation Report by electronic mail or by telephone, within two (2) Business Days of the time of the Trade (the Objection). ISA BULLION will not be held liable for errors that are not reported to ISA BULLION’s compliance department within such period. Each Trade and Trade Confirmation Report shall be deemed correct, conclusive, and binding upon the Client, unless the Client objects to the Trade Confirmation Report in accordance with clause 7.3.
7.5 ISA BULLION will issue a response to the Client in relation to the Objection within 5 Business Days of receipt of the Objection.
7.6 Once ISA BULLION has issued a response to the objection the Client will have two (2) Business Days to respond to ISA BULLION’s response; otherwise ISA BULLION’s response will be considered final.
8.1 ISA BULLION will not transfer funds among Client Accounts without the prior written authorization of the Client, save for any set off activities in accordance with clause 14.
8.2 In no case will ISA BULLION return funds to a person other than the Client. The Client hereby agrees to indemnify ISA BULLION in relation to any liability, and arising out of any transfer of funds authorized by the Client.
9.1 If a Client directs ISA BULLION to enter any Commodity Trade the Client agrees that any profit or loss arising as a result of a fluctuation in the price exchange rate on the Business Day of the Trade and affecting such Commodity will be entirely at the risk of the Client.
9.2 ISA BULLION reserves the right to freeze the Client’s Account from further Trades at any time immediately upon notice to the Client.
10.1 ISA BULLION shall ensure that any Commodity stored on behalf of the Client is insured on market standard terms in the respective Warehouse Facility.
11.1 It is not the practice of ISA BULLION to make market recommendations, however, if any recommendations are made, it is understood and agreed the market recommendations of ISA BULLION are based solely on the judgment of ISA BULLION personnel and are not to be considered advice to the Client. These market recommendations may or may not be consistent with the market position or intentions of ISA BULLION, its affiliates and employees. Any such market recommendations are based upon information believed to be reliable, but ISA BULLION cannot and does not guarantee the accuracy, timeliness or completeness thereof nor does ISA BULLION represent that acting on such recommendations will eliminate the risk inherent in the trading of a Commodity.
11.2 The Client acknowledges that:
(a) any market recommendations and information provided to the Client by ISA Bullion does not constitute an offer to trade, or the solicitation of an offer to Trade.
(b) such recommendation and information, although based upon information obtained from sources believed by ISA BULLION to be reliable, may be based solely on opinion and such information may be incomplete and may be unverified: and
(c) ISA BULLION makes no representation, warranty or guarantee as to, and shall not be responsible for, the accuracy or completeness of any information or trading recommendation furnished to the Client.
11.3 The Client acknowledges that ISA BULLION and/or its employees, managers, officers, directors, affiliates, associates, shareholders or representatives (“Associated Persons”) may have a position in or may intend to buy or sell a Commodity, which is the subject of market recommendations furnished to the Client, and that the market position of ISA BULLION or any such Associated Person may be inconsistent with the recommendation furnished to the Client by ISA BULLION.
11.4 The Client further acknowledges that ISA BULLION makes no representations concerning any Tax implications in relation to any Trades conducted by the Client.
11.5 The Client also acknowledges that should the Client grant trading authority or control over the Client’s Account to another person (i.e. Trading Agent), and provides notice to ISA BULLION in accordance with these Terms and Conditions, whether on a discretionary or nondiscretionary basis, ISA BULLION shall in no way be responsible for reviewing the Clients choice of such Trading Agent or make any recommendations with respect thereto.
11.6The Client understands that ISA BULLION makes no warranties or representations concerning the Trading Agent that 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 the Trading Agent.
11.7 If the Client gives a Trading Agent authority over its Client Accounts the Client understands that the Client does so at the Client’s own risk.
11.8 If the Client’s Account is, for any reason, being traded without the Client’s authorization, the Client must notify the ISA BULLION compliance officer immediately.
12.1 The Client understands that ISA BULLION and any Associated Persons are forbidden from exercising discretion over or managing an Account or holding a power of attorney over an Account.
13.1 All funds, Commodities or Contracts belonging to the Client which ISA Bullion or its affiliates may at any time beholding 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 whether or not ISA BULLION has made any prepayment in connection with such Commodity Contracts, and irrespective of the number of Accounts the Client may have with ISA BULLION.
13.2 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 funds or other property of the Client between any of the Client’s Accounts for set off purposes.
14.1 Each of the following shall be considered an “Event of Default”:
(a) if an individual, the death, incapacity or judicial declaration of incompetence of the Client;
(b) the filing of petition of bankruptcy, insolvency or for the appointment of a receiver, or the initiation of any insolvency or similar proceeding by or against the Client;
(c) 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; and
(d) the Client’s failure to provide ISA BULLION any information requested pursuant to these Terms and Conditions;
Upon any Event of Default, ISA BULLION, in its sole discretion, may take one or more, or any portion of the following actions:
(a) satisfy any obligation the Client may have to ISA BULLION either directly or by way of guarantee surety ship, out of any of the Client’s funds or property in its custody or control;
(b) sell or purchase any or all Commodity contracts, or securities held or carried for the Client; and
(c) cancel any or all outstanding orders for Trade or Contracts, or any other commitments made on behalf of the Client
14.2 Any of the above actions may be taken without prior notice of sale or purchase or other notice to the Client, the Clients personal representatives, heirs, executors, administrators, trustees, legatees or assigns, and regardless of whether the ownership interests hall be solely the Client’s or held jointly with others.
14.3 In liquidation of the Client’s positions, ISA BULLION may, in its sole discretion, offset in the same settlement or it may initiate new positions which in ISA BULLION sole judgment may be advisable to protect or reduce existing positions in the Client’s Account.
14.4 Any sales or purchases or repurchases hereunder may be made according to ISA BULLION’s judgment and at its discretion with any interbank or other exchange market where such business is then usually transacted or at a public auction or private sale, and ISA BULLION may purchase or sell the whole or any part thereof free from any right of redemption.
14.5 The Client shall at all times be liable for the payment of any deficit of the Client upon demand by ISA BULLION and in all cases, the Client shall be liable for any deficiency remaining in the Client’s Account(s) in the event of the liquidation thereof in whole or in part by ISA BULLION or by the Client.
14.6 In the event the proceeds realized pursuant to such liquidation are insufficient for the payment of all liabilities of the Client due to ISA BULLION the Client shall promptly pay upon demand the deficit and all unpaid liabilities, together with an amount equal to three (3) percentage points above then prevailing prime rate as determined by the principal bank of ISA BULLION or the maximum interest rate allowed by law, whichever is lower, in addition to all costs of collection, including attorney’s fees, witness fees, travel expenses and the like which shall be paid to ISA BULLION’s charity of choice.
14.7 In the event ISA BULLION incurs expenses with respect to any of the Account(s) of the Client, the Client agrees to pay such expenses immediately on demand.
15.1 Reports, statements, notices and any other communications may be transmitted to the Client by telephone, facsimile, electronically or at the address provided, or in any such manner as the Client may from time to time designate in writing to ISA BULLION.
15.2 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.
16.1 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.
16.2 Should a quoting error occur, the Client may raise an objection in accordance with the relevant sub-clauses in clause 7.
16.3 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.
17.1 The Individual Client represents and warrants that:
(a) the Client is of sound mind, legal age and legal competence;
(b) no person other than the Client has or will have an interest in the Clients Account(s); and
(c) the Client is suitable to trade in Commodities and is a sophisticated trading participant.
17.2 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, Contracts, 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.
17.3 The Client further represents and warrants that:
(a) 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 Terms and Conditions;
(b) all authorizations required by it in connection with the entry into, performance, validity and enforceability of, and all the transactions contemplated by, these Terms and Conditions have been obtained or effected (as appropriate) and are in full force and effect; and
(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.
18.1 The Individual Client undertakes that the Client shall enter personally into all Trades as a principal only and not as trustee or agent. Each Trade shall be personal to the Client 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.
18.2 The Corporate Client undertakes to 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 Terms and Conditions, any Trades and Contracts;
18.3 The Client undertakes:
(a) that the Client has read, understood and agreed to ISA BULLION Terms and Conditions, which may be modified from time to time by ISA BULLION and agrees to the respective Trades and Contracts entered into in accordance with such Terms and Conditions;
(b) to 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) to promptly 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;
(d) 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 Terms and Conditions, Trades and/or Contracts;
(e) keep ISA BULLION advised of any circumstances adversely affecting their financial position including any action taken by any creditor, Government authority against the Client; and
(f) ensure that it shall not create or permit to subsist any Encumbrance over any of the Commodities held in trust with ISA BULLION.
19.1 The Client agrees to indemnify and hold ISA BULLION and Associated Persons and its agents, successor and assigns harmless from and against any and all indebtedness, liabilities, obligations, losses, damages, penalties, actions, suits, judgments, cost, charges and expense, including attorney’s fees arising from or in connection with any Trades and Contracts 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, its Associated Persons and on behalf of its correspondent’s agents.
(a) the Client agrees that ISA BULLION will not be responsible for delays in the transmission of orders to Trade due to a breakdown or failure of transmission or communication facilities, distortions or delays in trading via the internet, electrical power outage or for any other cause beyond ISA BULLION’s control; and
(b) any partial or non-performance by ISA BULLION of its obligations hereunder by reason of compliance with any regulatory action or requirement of any exchange, clearing house or regulatory or self-regulatory organization.
20.1 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.
20.2 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.
20.3 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.
21.1 The Client acknowledges that the Client has no separate agreement with the Client’s broker or ISA BULLION or an Associated Person or agent regarding the 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 ISA BULLION compliance office, immediately in writing as to any such agreement.
21.2 The Client understands that any representations made by anyone concerning the Client’s Account, which differ from any statements or Trade Confirmation Report 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 these Terms and Conditions or any Trade / Contract or any related documents may be subject or give rise 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;
(c) if a deduction or withholding for or on account of tax from a payment under these Terms and Conditions or any Trade/ Contract (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; and
(d) (to the extent permitted by any applicable laws) pay any value added tax, turnover or sales tax or any similar tax (“VAT”) payable in any jurisdiction 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.
23.1 No provision of these Terms and Conditions may be waived or amended unless the waiver or amendment is in writing and signed by both the Client and an authorized officer of ISA BULLION.
23.2 No waiver or amendment of these Terms and Conditions may be implied from any course of dealing between the Parties or from any failure by ISA BULLION or Associated Persons or its agents to assert its rights under these Terms and Conditions on any occasion or series of occasions.
23.3 No oral agreements or Instructions to the contrary of these Terms and Conditions shall be recognized or enforceable. This agreement and the attachments hereto embody the entire agreement of the parties, superseding any and all prior written and oral agreements, and there are no other terms, conditions or obligations other than these Terms and Conditions together with any amendments made in writing from time to time.
24.1 These Terms and Conditions shall be continuous and shall cover, individually and collectively, all Accounts of the Client at any time opened or reopened with ISA BULLION irrespective of any change or changes at any time in the personnel of ISA BULLION or Associated Persons or its successors, assigns, or affiliates.
24.2 These Terms and Conditions 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.
24.3 The Client hereby ratifies all transactions with ISA BULLION affected prior to the date of execution of the Client Agreement and these Terms and Conditions, and agrees that the rights and obligations of the Client in respect thereto shall be governed by these Terms and Conditions.
25.1 The Client agrees and acknowledges that all conversations regarding the Client’s Account(s) between the Client and ISA BULLION personnel may be electronically recorded with or without further notice to the Client.
25.2 The Client further agrees to the use of such recording and transcripts thereof as evidence by either party in connection with any dispute or proceeding that may arise involving the Client or ISA BULLION the Client understands and consents ISA BULLION’s established business procedures.
25.3 ISA BULLION may, and the 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.
26.1 Any notice or other communication under or in connection with the Client Account or these Terms and Conditions (Notice) shall be in writing and shall be delivered to the Party due to receive the notice at its address set out below or such other address as any Party may specify by notice in writing to the others.
26.2 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 failure to contact the Client.
27.1 Agreement confidential
a Each Party agrees and shall ensure in relation to any Trade and/or Contract and any related documents and any information contained therein that: they will:
(i) be used solely for the purposes of the transactions contemplated;
(ii) be kept confidential by it and its officers (ii) and employees;
(iii) not be disclosed or used for the purposes of dealing in or procuring alternative arrangements relating to such contemplated transactions; and
(iv) not communicate directly or indirectly with any third party regarding the matters contemplated in the above documents.
a The confidentiality obligations in clause 27 do not preclude:
(i) any disclosure or communication made by any party which was, or is, reasonably necessary for the purpose of negotiating or performing the Trade and/or Contract and the matters contemplated herein;
(ii) any disclosure made by ISA BULLION for the purposes of financing its obligations under these Terms and Conditions, Trades, and/or Contracts and related documents;
(iii) ISA BULLION from communicating with its affiliates or the Client’s affiliates or Trading Agent for the purpose of investigating and appraising the business, financial condition, credit-worthiness, status and affairs of the Client; or
(iv) any disclosure permitted under these Terms and Conditions, Trade and/or Contract or any disclosure required by any applicable law or regulation.
28.1 Force Majeure Event
For the purposes of this clause, Force Majeure Event means any event that is reasonably beyond the control of ISA BULLION and which prevents or substantially delays ISA BULLION from carrying out any of its obligations under these Terms and Conditions.
28.2 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 Terms and Conditions, Trade or any Contract 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 its obligations hereunder and under any outstanding Trade and/or Contract.
29.1 Either party may terminate the relationship governed by these Terms and Conditions by providing 30 days written notice of termination. Upon expiry of such 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, upon the actual receipt by ISA BULLION of written notice of termination.
29.2 Termination effected in accordance with clause 29.1 shall not affect any Trade previously entered into and shall not relieve either party of any continuing obligations after termination set out in these Terms and Conditions nor shall it relieve the Client of any obligations arising out of any deficit balance in the Client’s Accounts with ISA BULLION.
30.1 If at any time any provision of these 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 Terms and Conditions, which shall remain in full force and effect.
31.1 These Terms and Conditions may be executed by different counterparts, each of which when executed and delivered shall constitute an original and together shall constitute one and the same instrument.
32.1 Due to Anti-Money Laundering requirements, ISA BULLION will only accept deposit(s) from an Account in the Clients 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.
33.1 These Terms and Conditions, the Trades, Contract, Client Agreement and any non-contractual obligations arising out of or in connection with them or any other agreement executed between the Parties from time to time shall be governed by and construed in accordance with UAE law.
33.2 The Courts of Dubai shall have non-exclusive jurisdiction to settle any disputes which may arise out of or in connection with these Terms and Conditions, Trades, Contracts, Client Agreement or any other document executed between the Parties from time to time (including a dispute regarding the existence, validity, breach or termination).
34.1 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 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 Terms and Conditions and provisions so modified shall in all respects continue in full force and effect.
34.2 The Client acknowledges all Trades and Contracts under these Terms and Conditions 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.