Client Agreement

About Us

Daman Markets Financial Services LLC (“Daman Markets”, the “Company”, “we”, “our”, “us”) is a limited liability company incorporated and existing under the laws of the United Arab Emirates (“UAE”), under registration number 2389524 with commercial license number 1393481.

Daman Markets is licensed and regulated by the UAE Capital Market Authority (“CMA”) under a Category 1 License (CMA License No. 20200000356), authorized to conduct Trading Broker of OTC Derivatives and Currencies in the Spot market (“CFDs” and “FOREX”), having its principal place of business at 14th floor of the World Trade Center, Dubai, UAE.

IMPORTANT WARNING

Forex and cfds are complex financial products. They come with a high risk of rapid losses due to leverage. You should carefully consider whether you can afford such losses and whether these products align with your risk appetite. A useful explanation of the risks associated with our products and services is set out in the attached risk warning disclosure which is available on our website. You should fully understand such risks before trading.

RISKS

Trading in CFDs and Forex is not suitable for everyone. These products should only be traded by a person who: (i) can bear a 100% loss of all funds invested; (ii) has a high-risk tolerance; and (iii) who can afford to settle a negative Balance in some cases.

The value of the underlying financial instruments, to which you gain exposure through a CFD or another product, may fluctuate significantly. You should make sure you understand the risks involved in trading these underlying instruments and that you take appropriate independent advice where necessary.

The products are leveraged and so carry a higher degree of risk than investing directly in the underlying financial instrument (such as regular share trading). A further detailed explanation of the risks associated with trading the Products is set out in our Risk Disclosure Statement attached to these Terms.

YOU HAVE NO INTEREST IN THE UNDERLYING FINANCIAL INSTRUMENT

Trading CFDs do not give you a right to the underlying financial instrument because a CFD represents a notional value. For example, where the product is a share CFD, you do not have an interest in the underlying share, nor does the CFD grant you a right of ownership in the underlying share.

Any trading you conduct with us is not conducted on an exchange or a Market. We act as broker to a Position. Accordingly, your Positions are notional and may not be transferred.

YOU ARE RESPONSIBLE FOR YOUR DECISIONS

At Daman Markets, we provide an execution-only service. We do not, and will not, provide any advice or management in relation to a Position, your portfolio, or any trading strategy. You must rely on your own judgment or discretion (or that of an independent third-party advisor) in deciding whether or not to open or close out a Position.

YOU MUST ACT ONLY FOR YOURSELF (AS PRINCIPAL) AND NOT ON BEHALF OF OTHERS

We will deal with you on the basis that you act as principal and not as agent for an undisclosed person. This means that we will treat you as our client and the money in your Account as your money for all purposes, and you will be directly and personally responsible for performing your obligations under each Position you open or close out.

If you act in connection with or on behalf of someone else, whether or not you identify that person to us, we will not accept that person as an indirect customer of ours and we will not accept or owe any obligation to them. Furthermore, if another person operates your Account on your behalf, we may terminate your Client Agreement and/or close any open Positions, without prior notice.

COMPLAINTS

We take complaints seriously and have in place internal procedures to ensure that a complaint is dealt with promptly and fairly. If you would like to file a complaint, please contact us in writing through the communication methods set out in these Terms.

MARKET ABUSE OR IMPROPER TRADING

By trading with us, you are subject to applicable Market Abuse laws and regulations. You must not engage in any activity that could constitute Market Abuse or improper trading. If we reasonably determine that you have engaged in any form of Market Abuse or improper trading, we may take any action we consider appropriate, including (but not limited to): (i) voiding or cancelling part or all of your positions; (ii) closing your Account; (iii) terminating our Client Agreement with you; and (iv) recovering any profits obtained through such activity.

Due to the automated nature of streaming tradable prices, occasional price discrepancies or misquotations may occur. You must not engage in any trading activity that constitutes Market Abuse or attempt to exploit such discrepancies.

Any conduct intended to abuse, manipulate, or gain an unfair advantage, whether through misquotation exploitation or other bad-faith strategies, will be deemed improper and/or abusive behaviour. In such cases, Daman Markets reserves the right, at our sole discretion, to take appropriate action in accordance with Applicable Regulations.

TERMS OF BUSINESS

1 INITIAL MATTERS

1.1 ACCEPTING YOU AS A CLIENT

Client onboarding consists of various processes that seek to verify your identity and assess the suitability of your application to become a client of Daman Markets. We reserve the right to decline an application to become a client at our sole discretion and without providing a reason.

1.2 OUR RELATIONSHIP

1.2.1 These Terms of Business (“Terms”), the Order Execution Policy, Risk Disclosure Statement, Conflicts Policy, Privacy Policy and your application form, will be read together to form our agreement between you and Daman Markets regarding the Services that we provide to you (“Client Agreement”). These Terms supersede any earlier agreement between us regarding the Services. It is important that you read and understand all of the documents that form part of the Client Agreement.

1.2.2 Our trading relationship with you may also be subject to the terms, conditions, and rules of any relevant Market or Underlying Market, including those of any intermediate, executing, or clearing broker involved in a transaction. By entering into this Client Agreement, you agree that we may take all actions necessary to comply with such terms and rules, and that these may affect how your orders are executed and settled.

1.2.3 The Client Agreement becomes effective on the date you confirm your acceptance of its terms or on the date we activate your Account, whichever occurs first. The Client Agreement shall continue until it is terminated in accordance with Clause 8 (Events of Default and Termination).

1.3 CLIENT CLASSIFICATION

1.3.1 In line with the CMA Rulebook, we are required to classify you as an Ordinary Investor, Professional Investor, or Counterparty depending on your financial profile, professional experience, and market knowledge. You will be asked annually to confirm that the information you provide to us remains accurate. You must notify us promptly if any circumstances change which may impact your classification.

1.3.2 You will only be designated into one category. We will designate you as a Professional Investor or a Counterparty only if you are eligible to be classified as such. If you are not eligible, we will classify you as an Ordinary Investor.

1.3.3 If we classify you as a Professional Investor or Counterparty, you understand that there are relevant protections that are applicable to Ordinary Investors that we would no longer be required to provide pursuant to Applicable Regulations. If you have been designated a Professional Investor or Counterparty, you may request to be reclassified as an Ordinary Investor, however, this may affect the Services that we offer you.

1.3.4 To be reclassified, you must inform us in writing, clearly stating your request and any supplementing documents/information. However, the final decision of the change in the classification remains at the Company’s sole discretion.

1.4 KYC AND CDD

1.4.1 Prior to opening your Account (and on an ongoing basis thereafter), we will carry out or refresh ‘Know Your Client’ (“KYC”) and ‘Client Due Diligence (“CDD”) checks in accordance with Applicable Regulations and our internal policies and requirements. You agree to promptly provide us with all the information we require from you. If you do not comply promptly in full with any request we make in connection with KYC and/or CDD matters, we shall be entitled to void or cancel part or all of your Positions, close all of your Accounts, terminate the Client Agreement and/or take such other action that we consider appropriate.

1.4.2 You agree and acknowledge that we may use third party organizations to verify the information you have provided to us.

1.5 NO RESPONSIBILITY FOR ACTIONS OF AN INTRODUCING PARTY

If you are introduced to us by a third party (an “Introducing Party”), you acknowledge and agree that:

(a) our responsibility is limited to the provision of our Services, which are execution only in nature;

(b) we have no responsibility or obligation and give no warranty, representation, or endorsement regarding the conduct, action, representation, advice, recommendation, or statement of an Introducing Party on which you have, or may have, relied at the time of entering, or during the life cycle of a Position;

(c) subject to Applicable Regulations, we may have responsibility or obligation to verify the legal standing or regulatory status of an Introducing Party;

(d) you understand that we may pay such Introducing Party fees in connection with your trading activities. Such fees may be in the form of commissions, mark-ups, or mark-downs, on a per-trade basis, or any other form as agreed between us and an Introducing Party from time to time;

(e) unless we have confirmed otherwise to you in writing, an Introducing Party is:

(i) an independent intermediary;

(ii) not our agent, representative, or Affiliate; and

(iii) not authorized to make a representation or statement regarding us, or our Services.

1.6 OPERATING YOUR ACCOUNT THROUGH AN AUTHORIZED THIRD PARTY

1.6.1 You may authorize a third party to manage or operate your Account only through a notarized power of attorney. To appoint an Authorized Third Party, you must provide us with a notarized power of attorney in a format acceptable to us and compliant with the CMA Rulebook. This document must be signed by you and addressed to both the Authorized Third Party and us. Once executed, the notarized power of attorney will form an integral part of this Client Agreement.

1.6.2 If you decide to appoint an Authorized Third Party to manage or operate your Account, you do so at your own risk.

1.6.3 You will remain liable for all acts and/or omissions by an Authorized Third Party. We will rely on orders or other instructions given to us by the Authorized Third Party, and we will accept and act on such orders or other instructions in good faith and without further inquiry or further monitoring of the Authorized Third Party’s compliance with instructions relating to the application of your trading or investment strategies.

1.7 ACCOUNT SECURITY

1.7.1 You are solely responsible for maintaining the confidentiality, security, and integrity of all Security Information associated with your Account. You must take all reasonable steps to prevent unauthorized access, disclosure, or use of your Security Information. Any loss or compromise of your Security Information may result in unauthorized transactions for which you will be fully liable unless caused by our proven negligence or breach of duty.

1.7.2 Other than when you securely access your Account, we (including our employees, associates, directors, agents, and affiliates), will never ask you for your Security Information. We will never ask you for your username or password, and you should not share such Security Information with any other person.

2 OUR ACTIVITIES AND SERVICES

2.1 OUR BUSINESS MODEL

2.1.1 Execution–only, non–advisory, and non-management basis – We deal on an execution-only basis. We do not advise on the merits of Positions, the timing or amount of a deposit or withdrawal of funds, or their tax consequences, and we do not provide any management services.

2.1.2 Straight-through-processing (STP) broker – We are a straight-through-processing broker that quotes the prices provided to us by certain liquidity providers from whom we source prices electronically through our Electronic Trading Services. Subject to Clause 2.1.3 below, such quotes represent prices at which we are prepared to deal with our clients.

2.1.3 A quote is not an offer to open or close a Position – Any quote provided by us is indicative only and is not an offer to open or close a Position at that price. A Position is opened at the quoted price only once an order is accepted by us. The final execution price may differ from the quoted price due to market volatility. For more details, refer to our Order Execution Policy.

2.1.4 No advice or recommendations – We will not, and are prohibited from, providing you with:

(a) advice on the merits of a Position;

(b) recommendations in relation to an open Position; or

You should not rely on any opinion, research, or analysis expressed or published by us or our affiliates or by any third-party service providers we might engage with as a recommendation or advice in relation to a Position.

2.1.5 General information and no representation as to the merits, risks, appropriateness, or suitability – In the course of our Services to you, we may, at our sole discretion and without any responsibility on us, provide you with:

(a) information in respect to a Position (specifically in respect to related procedures and risks and methods of minimizing such risks);

(b) general trading information, market views and commentary, or other information, including information about the products and Services or make other statements to you concerning investments and investment strategy.

In providing you with such information, Daman Markets make no representation as to the merits, risks, appropriateness, or suitability of an order, Position, investment strategy, or market condition. Information provided by us is not a recommendation, nor will it represent a comprehensive or verified assessment of the Position or the relevant Market. You should not treat any information or statement, including information about the products and services, as investment advice or the appropriateness or suitability of any investment for you.

2.1.6 No Reliance on Statements – Any statement, comment, or information provided by our employees, whether in response to your request or otherwise, regarding a Position, product, or market is provided for general information only. Such statements do not constitute investment advice or a recommendation. You acknowledge and agree that you will not rely on any such statements when making trading or investment decisions. We accept no liability for any losses incurred as a result of reliance on such statements.

2.1.7 Independent appraisal – When you place an order or open or close a Position, you represent that you have made your own independent appraisal of the risks of the Position, investment, or investment strategy. You represent that you have sufficient knowledge, market sophistication, and experience or that you have sought independent professional advice to make your own evaluation of the merits and risks associated with trading with us.

2.1.8 No fiduciary duty – Unless specifically agreed between us in writing, or in accordance with Applicable Regulations, providing a Service to you will not give rise to any fiduciary or equitable duties on our part, on the part of our affiliates, or our employees. You agree that nothing contained in this Client Agreement will create a fiduciary, trustee, agency, joint venture, or partnership relationship between you and us, or our affiliates, or our employees.

2.2 INVESTMENT SERVICES

We provide brokerage trading in OTC derivatives and currencies in the spot market.

2.3 PRODUCTS

Our list of products is updated on our Website from time to time. Our willingness to offer one or more products to you will be determined by our internal policies and other factors that we determine at our sole discretion.

2.4 COMMUNICATIONS ABOUT OUR PRODUCTS AND SERVICES

We may contact you from time to time to provide information about our products and Services in accordance with Applicable Regulations. We may also provide you with general trading information, market commentary, and other information on our Platform or Website, through electronic communications or otherwise. The fact that we make such a call or otherwise contact you does not imply that we consider such products or Services suitable for you or that we are providing you with a personal recommendation or advice. By agreeing to this Client Agreement, you consent to receive such communications about our products and Services. If you prefer not to receive such communications, you may opt out at any time by notifying us in writing or using the unsubscribe option provided in our communications.

3 PLACING AN ORDER

3.1 OVERVIEW

3.1.1 You may open or close out a Position with us (whether as a “buy” or a “sell”) by placing an order at the quoted price.

3.1.2 A quote is based on either:

(a) the bid and offer price of the applicable instrument on the Underlying Market; or

(b) the bid and offer price quoted on the Platform.

3.1.3 A quote is valid only at the time it has been provided to you and is subject to change. Therefore, spreads, and the cost of opening or closing out a Position may change significantly depending on the prevailing market conditions. For more details, refer to our Order Execution Policy.

3.2 PLACING AN ORDER

3.2.1 You may place an order electronically through the Platform unless we notify you that instructions for an order can or should be given in an alternative manner.

3.2.2 We will only act upon an order once received by us, and we will have no liability to you for any loss or damage that may arise from the delayed receipt of an order or non-receipt of an order.

3.3 RIGHT NOT TO ACCEPT AN ORDER

We may, but have no obligation to accept an order. If we decline an order, we will not be obligated to give you a reason. We shall, subject to Applicable Regulations, promptly notify you if we decline an order but will not be liable for any expense, loss, or damage you incur by reason of an omission to notify you.

3.4 AMENDING AN ORDER

Once given, an order may only be withdrawn or amended with our consent, which we may give or withhold at our sole discretion.

3.5 CANCELLATION OF AN ORDER

A request to cancel an order may only be accepted by us if we have not already acted upon such order. To cancel outstanding orders from our Platform, it is your responsibility to make sure such order(s) are cancelled in part or in full.

3.6 ORDER HANDLING

3.6.1 Order Execution:

(a) We execute orders in accordance with our Order Execution Policy, which is available on our Website.

3.6.2 We will make reasonable efforts to execute your order promptly. However, acceptance of your order does not guarantee that it will be executed or that it will be executed exactly as instructed. Orders will only be carried out when the relevant trading venue as provided by our liquidity providers is open for dealing. This venue is not a regulated exchange or regulated market. If we receive your order outside the trading venue’s operating hours, it will be processed as soon as practicable when that venue next opens, in accordance with its rules. Execution prices may differ from quoted prices due to market volatility. You acknowledge and agree that we are not liable for any loss arising from such price differences. For further details, refer to our Order Execution Policy.

3.7 AUTHORITY

3.7.1 You authorize us to act on an order given by you, orally or in writing, through authorized channels such as the Platform, live chat, or through specified phone, email, or instant messaging channels.

3.7.2 You agree that:

(a) you shall hold us harmless from all losses, costs, fees, damages, expenses, claims, suits, demands, and liabilities whatsoever that we may suffer or incur or that may be brought against us, in any way relating to or arising out of our acting upon any such instructions, orders or information received from you;

(b) you shall bear the risk of all orders or instructions provided via our Platform. You shall hold us harmless from all losses, costs, fees, damages, expenses, claims, suits, demands, and liabilities whatsoever if it transpires that any such order or instruction was unauthorized, or fraudulent; and

(c) you shall indemnify us against any liabilities that we may incur or that may arise as the result of legal or other actions brought against us arising out of our acting upon, delay in acting upon, or refusal to act upon any such order, instructions, or information.

3.7.3 Without derogating from the above, we will not be obligated to act in accordance with an order or instruction if we believe that:

(a) the person who provided such an order or instruction was acting in excess of their authority; or

(b) acting upon such an order or instruction would infringe upon Applicable Regulations, our policies, or this Client Agreement,

and in circumstances whereby we have accepted an order that we later suspect falls within sections (a) or (b) of this clause, we may, in our sole discretion, either close out such Position at the then prevailing price quoted on the Platform or treat that Position as having been void from the outset.

3.7.4 Nothing in Clause 3.7 (Authority) above shall be construed as an obligation on our part to inquire about the authority of a person who purports to represent you.

3.8 CONTROL OF AN ORDER

We have the right to, at our sole discretion, set a limit or a parameter to control your ability to place an order or to give instructions. Such limit or parameter may be amended, increased, decreased, removed, or added, and may include:

(a) the margin requirements;

(b) maximum order amount, maximum order size and order frequency.

(d) the price at which an order may be submitted (to include without limitation) controls over an order which is at a price that differs from the market price at the time the order is submitted; or

(e) any other limit or parameter that we may be required to implement in accordance with Applicable Regulations, internal policy, or these Terms.

3.9 POSITION LIMITS IMPOSED BY A MARKET, AN UNDERLYING MARKET, OR US

A limit on your Positions may be imposed by a relevant Market or an Underlying Market, and we may require you to limit the number of open Positions that you have with us at any time. We may, at our absolute discretion, close out one or more Positions in order to ensure that such Position limits are maintained. You acknowledge and agree that we will not be liable for any loss, cost, or expense arising from the closure of Positions under this clause.

3.10 MARKET ACTION

3.10.1 If a relevant Market or an Underlying Market takes an action that affects a Position, becomes insolvent, or is suspended from operating, then we may take certain action, including one which may affect a Position or these Terms, which we, at our sole discretion, consider necessary to mitigate losses incurred. All such actions shall be binding on you, and you acknowledge and agree that we will not be liable for any loss, cost, or expense arising from any action taken under this clause.

3.10.2 If a relevant Market or an Underlying Market makes an inquiry with respect to you, an Authorized Third Party, or a Position, you agree to cooperate and promptly supply the information requested, taking into account Applicable Regulations, and any third-party service providers we act with on your behalf or we place your orders with.

3.11 GOVERNMENTAL, REGULATORY AND LAW ENFORCEMENT ACTION

3.11.1 If a governmental, inter-governmental, or supranational body, agency, department or regulatory, or other authority or organization anywhere in the world takes an action that affects our relationship with you or a Position, then we may take such action, which we in our sole discretion, consider necessary.

3.11.2 If an authority listed above makes an inquiry with respect to you or a Position, you agree to cooperate with us and promptly supply the information requested to the relevant authority and us, taking into account Applicable Regulations.

3.12 CONFIRMATIONS AND ACCOUNT STATEMENTS

Subject to Applicable Regulations, we will send you confirmation at the end of each trading day detailing the Positions that have been opened or closed on that particular trading day. Such confirmation will be available on the Platform or via any other electronic medium determined by us. It is your responsibility to inform us if you do not receive a confirmation or if a confirmation relating to a particular Position is incorrect. Conformation will, in the absence of manifest errors, be conclusive and binding on you unless we receive an objection in writing within five Business Days of receipt, or we notify you of an error in the confirmation within the same period.

Additionally, we will provide Account Statements in electronic form through the Platform or on any other electronic medium determined by us in accordance with Applicable Regulations. Such Account Statements will generally include confirmations of Positions, your end-of-day trading Balance, and the profits and losses in your Account (realized and unrealized). It is your responsibility to check your Account Statement carefully. You may at any time request information on the status of your orders.

3.13 MARKET ABUSE AND CONDUCT

3.13.1 If we believe that you or your Authorized Third Party has, or has attempted to, manipulate our quote, execution process, or the Platform, or has attempted any form of Market Abuse, we may, at our sole discretion, without notice to you, take one or more of the following actions (to the extent permitted by Applicable Regulations):

(a) claim any money you owe us under a Position;

(b) treat all your open Positions as void from their inception;

(d) close out your open Positions;

(e) adjust the equity in your Account;

(f) suspend or terminate your Account;

(g) terminate the Client Agreement without the need for a court order; or

(h) take such action as we consider appropriate.

3.13.2 You agree not to engage in Market Abuse or any other prohibited conduct under Applicable Regulations, nor request, encourage, or assist another person to do so. You represent and warrant that you are aware of, and understand, the Applicable Regulations relating to market conduct, including prohibitions on Market Abuse, insider dealing, and other unlawful trading practices.

3.13.3 You acknowledge and agree that we may monitor your orders and that we have a legal obligation to make certain reports to the relevant authorities and to supply them with information about you and your Positions from time to time.

3.14 ANTI-MONEY LAUNDERING

3.14.1 You represent and warrant to us at the time of entering into this Client Agreement and on a continuing basis thereafter that:

(a) you will act in compliance with all Applicable Regulations concerning anti-money laundering, counter-terrorist financing, and combating proliferation financing; and

(b) any funds that we receive from you do not represent the proceeds of criminal or terrorist activity, or any other unlawful source.

3.14.2 Each time you place an order or open or close a Position with us, you are deemed to repeat the representations and warranties set out in Clause 3.14.1(a) and (b).

3.14.3 We may, at our sole discretion, cease to act or suspend services without prior explanation where required to comply with applicable anti-money laundering or other statutory obligations. You agree that we shall have no liability to you for any loss, cost, or expense arising from actions taken in good faith to comply with such Applicable Regulations, as amended from time to time.

3.15 INACTIVE ACCOUNTS

3.15.1 Unless we determine otherwise, an Account will be deemed to be dormant or inactive when: (i) there has been no open Positions on your Account for a period of three (3) years; (ii) there has been no update regarding your data, or personal information for a period of three (3) years; or (iii) as otherwise required by Applicable Regulations.

3.15.2 We will notify you if your Account is dormant or inactive in accordance with Applicable Regulations, and you shall take such steps necessary to activate or close your Account as we may require and in the timeline we specify. We may deactivate your Account if it remains dormant or inactive.

3.15.3 You may reactivate your account by contacting us and following the steps advised to you. If you do not wish to activate your Account, you may contact us to close your Account, and the relevant provisions of Clause 8 (Events of Default and Termination) will apply to your termination of the Client Agreement and the closure of your Account.

3.15.4 If there is no trading activity on your Account for a continuous period of six (6) months, we may charge an inactivity fee per month. This fee will be deducted from your Account Balance until trading activity resumes, or the Account is closed. If your Account Balance falls below the amount of the inactivity fee, we may close your Account. Details of the current inactivity fee is available on our Website and Fee Schedule, and may be updated from time to time.

4 EQUITY, MARGIN AND LEVERAGE

4.1 EQUITY, MARGIN AND FREE MARGIN

4.1.1 The Balance of your Account is the sum of money in your Account, which comprises realized profit or loss, as the case may be (“Balance”). For the avoidance of doubt, profit or loss is realized in your Account once an open Position is closed. The equity of your Account (“Equity”) is the total of the: (i) Balance; and (ii) unrealized (floating) profit or loss on your open Positions.

4.1.2 Margin refers to the portion of your equity utilized to open one or more Positions (“Margin”). For the avoidance of doubt, Margin is not deducted from the calculation of your Equity and the Margin cannot be used to open another Position or withdraw from your Account.

4.1.3 The portion of your Equity that is not Margin is the Free Margin (“Free Margin”). Free Margin may be used to open another Position and/or can be withdrawn from your Account.

4.1.4 You agree to maintain Margin in your Account at all times without prior demand from us. We reserve the right, at our sole discretion, to determine, vary, or review Margin requirements at any time. Our determination of Margin requirements will be final and binding.

4.1.5 In setting or adjusting Margin requirements, we may consider factors including, but not limited to:

(a) Applicable Regulations;

(b) your Account Equity and Balance;

(d) market conditions and volatility; and

(e) the characteristics and historical volatility of the products you trade.

4.1.6 We may increase Margin requirements without prior notice and may apply different requirements to different products or clients. You acknowledge that it is your responsibility to monitor and maintain sufficient Margin at all times.

4.2 MARGIN CALLS AND AUTO STOP-OUT

4.2.1 It is your sole responsibility to monitor your Account and maintain sufficient Equity to meet Margin requirements at all times. You understand and accept that only Free Margin will be available for opening new Positions.

4.2.2 You undertake that you will: (i) maintain in your Account, at all times, sufficient Margin to meet your Margin requirements; (ii) reduce your open Positions where necessary to maintain your Margin requirements; and/or (iii) increase the Balance of your Account as necessary to satisfy your Margin requirements. You may access details of Margin amounts that are paid by you or due to us through the Platform.

4.2.3 If your Equity falls below an amount equal to 100% (one hundred percent) of your Margin, your Account will be subject to a margin call (the “Margin Call”). Notifications displayed on electronic trading platforms, including but not limited to trading platform as changing account Position colour from black to red or any other visual, audible or written notifications throughout trading systems or through any other system or other means are considered appropriate notification and the client accepts and agrees on such notification type irrespective whether or not the client is logged in on trading platform or any other system or not. It is the sole responsibility of the client to monitor their Account and open Positions.

4.2.4 If your Equity falls to or below an amount that equals or lower than 50% (fifty percent) or such other percentage as prescribed by us in our sole discretion from time to time of your Margin, an Auto-Stop-Out may occur, whereby some or all of your open Positions will automatically be closed out by our automated risk management system in order to bring your Equity above the required amount (“Auto Stop-Out”). We do not discretionally manage your portfolio. Our automated risk management system may automatically close out the open Positions in order of those that carry the most significant risk of loss and then may close out several additional open Positions in order of those that carry the lowest unrealized profit successively until the Equity in your Account is above the required amount. Our automated risk management system may ultimately close out all your open Positions. You should be prepared for this and ensure that you can sustain all losses that may result if this happens. Such losses might exceed your invested amount. You acknowledge and agree that we will not be liable for any loss, cost, or expense arising from any action taken under this clause.

4.2.5 To bring your Equity above your Margin in the event of a Margin Call, you may:

(a) close one or more of your open Positions;

(b) deposit funds in your Account; or

4.2.6 We accept no responsibility for any delays caused by third parties which enable you to deposit funds in your Account to increase your Balance.

4.2.7 Provided you have not opted out of receiving system-generated emails and there are no system errors or malfunctions, we will notify you of a Margin Call as soon as reasonably possible. However, you acknowledge that during periods of significant market volatility or major news events, price movements may trigger an Auto Stop-Out without prior notification. In all cases, we accept no responsibility for failure to send a notification.

4.3 LEVERAGE

4.3.1 Leverage is a mechanism through which you can open a Position for a value higher than the amount of Margin. As the products are leveraged, the Margin will fund only part of the Position, and we finance the remainder.

4.3.2 The amount of Margin is calculated with reference to a percentage of the notional value of an open Position. We determine the percentage of the notional value required as Margin by an underlying instrument, and we may change the percentage from time to time at our sole discretion, which we will notify you of in accordance with Applicable Regulations.

4.3.3 We reserve the right to change the leverage of a product or Account from time to time at our sole discretion. We will endeavour to provide you with reasonable notice of such change, where practicable. It is your responsibility to monitor for changes to the leverage, which may occur due to:

(a) a change in prevailing market conditions;

(b) a risk assessment; or

5 FEES, CHARGES AND PAYMENTS

5.1 FEES AND CHARGES

You agree to pay all fees and charges applicable to our Services as set out in our Fee Schedule also available upon request. We may amend our charges from time to time in accordance with Applicable Regulations. Any changes will be communicated to you in advance and will take effect on the date specified in the notice. If you do not agree to the revised charges, you may close your Account before the effective date without penalty. Continued use of our Services after the effective date will constitute your acceptance of the revised charges.

5.2 PAYMENTS

5.2.1 Unless otherwise specified, all payments, charges, fees, and other amounts that may be due to us under these Terms shall be paid immediately and, in a currency as we may specify from time to time. All payments and dues will be made by you without any deductions or withholding and shall be made exclusive of VAT or TAX.

5.2.2 We reserve the right to set off any payments, charges, fees, or other amounts that may be due to us under these Terms against money that is in your Account.

5.3 CALCULATIONS

Other than as specified, for the purposes of any calculation under these Terms, we may convert amounts denominated in one currency into another currency that we may specify at our sole discretion, at a rate prevailing at the time of calculation.

6 CLIENT MONEY

6.1 Funds belonging to you, which we hold in your Account, will be classified as client money and will be held by us in a designated Client Money account (“Client Money”). Client Money is segregated from our assets.

6.2 We may place your funds in our designated Client Money account in a different currency than the currency used to open your Account. Such Client Money will be at least equal in value and will comply with Applicable Regulations.

6.3 No interest is due or payable with respect to Client Money.

6.4 Whilst we remain responsible for handling Client Money, certain operational functions relating to payment processing may be outsourced. Deposits and withdrawals to your Account will be processed in accordance with our established procedures and Applicable Regulations.

6.5 Where you have a positive Balance in your Account, you may request a withdrawal for any amount of the positive Balance. We may withhold or refuse to make payment at our discretion until you have provided all required KYC documentation. You agree to provide all documentation promptly upon our request, and you acknowledge that failure to provide such documentation may result in the delay or denial of your withdrawal request. Also, we may hold or reject any payment to your trading account in case we require additional information to identify the source of funds in accordance with prevailing AML rules and regulations.

7 REPRESENTATIONS AND WARRANTIES AND UNDERTAKINGS

7.1 You represent and warrant, both at the time you enter into this Client Agreement and each time you open or close a Position, the following statements are true:

(a) you have full legal capacity to enter into this Client Agreement, and you are not subject to any law or regulation which prevents your adherence to or performance of an obligation under these Terms;

(b) you are entering the Client Agreement for valid commercial purposes;

(c) you have all necessary authority, power, consent, licenses, and authorizations and have taken all required action to enable you to lawfully enter into, deliver, and perform your obligations under this Client Agreement;

(d) you are duly authorized to enter into this Client Agreement and effect each Position;

(e) this Client Agreement is binding upon you and enforceable against you and are not contrary to: (i) any law, regulation, order, or judgment of a court or other agency of government applicable to you or your assets; (ii) a contractual restriction binding on or affecting you or your assets; (iii) any charge or agreement by which you are bound;

(f) in asking us to open or close out a Position, you have been solely responsible for making your own independent appraisal and investigations into the risks of such action and Position and/or you have sought independent professional advice, and you have sufficient knowledge and experience to do so;

(g) you are capable of assuming, and will assume, the risks of each Position that you may open;

(h) you are acting as principal and sole beneficial owner in entering into this Client Agreement and each Position (where applicable to the type of Position being contemplated), and Daman Markets is not acting as a fiduciary for, or an adviser, to you in respect of that Position;

(i) if you are a company, you are duly incorporated and validly existing under the laws of the jurisdiction of your incorporation, and you have the power to own assets and carry on business as it is being conducted;

(j) all information provided to us is accurate and complete;

(k) funds deposited with us in your Account are not derived from unlawful activity;

(l) you are willing and financially able to sustain a total loss of funds, and the trading of such products is a suitable investment vehicle for you; and

(m) you will not engage in Market Abuse or prohibited practices.

7.2 You undertake that:

(a) you are in compliance with all Applicable Regulations to which you are subject, including, without limitation, all tax laws and regulations, exchange control requirements, and registration requirements, and you will use all reasonable steps to comply with all Applicable Regulations in relation to these Terms and each Position, where such Applicable Regulations do not apply to you but your cooperation is needed to help us comply with our obligations;

(b) you will maintain sufficient Margin and monitor your Account on a regular basis;

(d) you will, if required, make appropriate disclosures to all relevant authorities. You understand that we are entitled, and in some cases required, to report a relevant Position to a relevant regulatory authority subject to Applicable Regulations;

(e) you will always obtain and comply with and do all that is necessary to maintain in full force and effect, the authority, power, consent, license, and authorization of a governmental or other authority referred to in this Clause 7 (Representations, Warranties and Undertakings) and will obtain any that may become necessary in the future;

(f) you shall promptly notify us of the occurrence or likely occurrence of an event of default in respect to yourself in connection with these Terms; and

(g) you shall provide us with such information or documents as we may reasonably require to evidence the matters referred to in this Clause 7 (Representations, Warranties and Undertakings) or to comply with Applicable Regulations.

8 EVENTS OF DEFAULT AND TERMINATION

8.1 TERMINATION

8.1.1 Unless required by Applicable Regulations, either party may terminate this Client Agreement (and the relationship between us), without cause and without the need for a judicial order, by giving Thirty (30) Business Days prior written notice.

8.1.2 Each of the following constitutes an Event of Default. Where an Event of Default is capable of remedy, Daman Markets may terminate this Client Agreement by giving you two (2) Business Days’ prior written notice if the Event of Default is not remedied within that period. Where an Event of Default is not capable of remedy, or has or is reasonably likely to have a material adverse effect on the Services or Daman Markets’ regulatory, legal, or operational obligations, Daman Markets may terminate this Client Agreement with immediate effect, without prior notice and without the need for a court order.

(a) Breach of these Terms – You fail to comply with or perform your obligations (in whole or in part), including the obligation to make payment of Margin or dues when they become payable under these Terms;

(b) Repudiation of these Terms – You disaffirm, disclaim, repudiate, or reject, in whole or in part, or challenge the validity of these Terms, or such action is taken by a person or entity appointed to act on your behalf;

(c) Failure to comply – Failure to adhere to or comply with a representation, warranty, or undertaking made or repeated or deemed to be made or repeated by you under these Terms;

(d) Default under another agreement – You: (i) default under an agreement with us, other than this Client Agreement, or an agreement with our affiliates; or (ii) disaffirm, disclaim, repudiate, or reject, in whole or in part, or challenge the validity of, such other agreement;

(e) Cross-default – The occurrence or existence of any of the following: (i) a default; (ii) an event of default; or (iii) another similar condition or event (however described) in respect of you, under one or more agreements or instruments (individually or collectively) related to borrowed money which has resulted in such indebtedness becoming due and payable or where you have failed to make such payments when due and payable;

(f) Manifest error – We determine in our absolute discretion there is an error in, or lack of clarity within: (i) the pricing of a product, taking into account relevant information as applicable, including the state of the Underlying Market; and/or (ii) an information source or pronouncement;

(g) Force Majeure event – A Force Majeure event, as referenced in Clause 9.4 (Force Majeure), is an event of default and may subsequently become a termination event;

(h) Insufficient KYC or CDD – You are unable or unwilling to complete, to our satisfaction or as required under Applicable Regulations, any KYC and/or CDD documentation, or you fail to provide us with any proof of source of wealth and/or source of funds, which may be requested from you from time to time;

(i) Merger – If you are a company, there is a change in your ultimate beneficial ownership such that an unrelated person or group of persons acquire(s) 25% or more of the beneficial ownership interests in you or you consolidate, amalgamate with, merge with or into, or transfer all or substantially all your assets to another entity.

8.1.3 The following circumstances constitute a termination event, upon which Daman Markets is permitted to automatically terminate this Client Agreement with immediate effect, without notice and without the need for a court order:

(a) Insolvency, bankruptcy, or death – The occurrence or existence of the following: (i) your insolvency, dissolution, or bankruptcy (as applicable); or (ii) where you are a natural person, your death or lack of legal capacity;

(b) Improper trading activity or violation of Applicable Regulations or market practice – The occurrence or existence of the following:

(i) we reasonably believe that you may have engaged or may be engaging in improper, unlawful, or unfair trading activity;

(ii) you act in a manner that manipulates our price or that of our liquidity pool;

(iii) we consider it necessary or desirable to prevent a violation of Applicable Regulations or good standards of market practice;

(c) Material adverse effect – An action is taken, or an event occurs which we, at our absolute discretion, consider might have a material adverse impact on your ability to perform your obligations under these Terms;

(d) Illegality – We determine that due to an event or circumstance (other than an act or breach of a party), it would become unlawful to comply with these Terms under Applicable Regulations;

(e) Market disruption – We believe that a circumstance exists (or that a circumstance would exist in the future) in which: (i) the Underlying Market relating to a Position; or (ii) the access to underlying pools of liquidity, in either case, is, or will be, suspended, closed, materially impaired or cannot be relied upon;

(f) Delisting – We determine that: (i) the Underlying Market relating to a Position or (ii) the underlying liquidity pool announces that it has ceased or will cease to list, trade, or publicly quote the product for any reason and is not immediately re-listed, re-traded or re-quoted on the Underlying Market, as applicable;

(g) Change in Applicable Regulations – If there are changes to Applicable Regulations which result in: (i) non-compliance with the amended Applicable Regulations; (ii) our relationship with you or the continued performance of these Terms no longer being commercially feasible or desirable; or (iii) one or more Positions is or will no longer be commercially feasible or desirable;

(h) Straight through processing disruption – We determine that we are unable, after using commercially reasonable efforts, to establish, re-establish, substitute, maintain, or dispense of a transaction to our pass-through venue, to facilitate the execution of your instructions; or

(i) Tax event – If an action is taken by a tax authority, or brought by a court of competent jurisdiction against a party, or a change in application of tax, or a change in tax law or a substantial likelihood of a change in tax law, that will (or may) result in additional payments or deductions or withholding in tax on payments under these Terms (or any part thereof), the affected party shall promptly notify the other party.

8.2 LIQUIDATION DATE

8.2.1 In the event of termination, in accordance with Clause 8.1.1, on or after the occurrence of an event of default under Sub-clause 8.1.2 or a termination event under Sub-clause 8.1.3, we will specify a date (the “liquidation date”) on which your open Positions will be terminated and liquidated. In the case of an event of default, at our sole discretion, this may include: (i) all open Positions; or (ii) those open Positions which we determine are affected, noting that this action does not constitute discretionary management of your Positions; and, in the case of a termination event, this may include all open Positions.

8.2.2 The liquidation date will be designated by us in all circumstances, including when an act of insolvency occurs in respect of us.

8.3 PAYMENT

Unless and until a liquidation date has been effectively set or has passed, we shall not be obligated to honour a withdrawal request for all or part of the Equity in your Account if there is a continuing event of default until such event of default is remedied or until the liquidation date, whichever comes first. We reserve the right in all circumstances to set off any amount owed to us.

8.4 ADDITIONAL RIGHTS

Our rights under Clause 8 (Events of Default and Termination) shall be in addition to, and not limited to or exclusive of, other rights, we may have (whether arising by agreement, operation of law or otherwise).

8.5 APPLICATION OF NETTING TO POSITIONS

Clause 8 (Events of Default and Termination) applies to each Position entered into or outstanding between us on or after the Effective Date of this Client Agreement.

8.6 RIGHTS FOLLOWING AN EVENT OF DEFAULT OR TERMINATION EVENT

On or following the occurrence of an event of default or a termination event, or at a time after we have determined at our sole discretion that you have not performed (or we reasonably believe that you will not be able or willing to perform) an obligation under these Terms, we are entitled without prior notice to you:

(a) to close out or otherwise deal a Position or take, or refrain from taking, such other action at such time or times and in such manner as, at our sole discretion, we consider necessary or appropriate to cover, reduce, or eliminate our loss or liability under or in respect of any contracts, Positions or commitments and without being held responsible for a loss or diminution in price; and

(b) to terminate the Client Agreement in accordance with the termination provisions in Clause 8 (Events of Default and Termination).

8.7 CONSEQUENCES OF TERMINATION

Notwithstanding our right of set-off under these Terms or under Applicable Regulations, upon the termination of the Client Agreement, all amounts payable by you to us will become immediately due and payable including:

(a) outstanding fees, charges, and commissions;

(b) dealing expenses incurred in terminating the Client Agreement;

(c) losses and expenses incurred by us resulting from closing out a Position or settling an outstanding obligation owed by you to us under the Client Agreement; and

(d) such other amounts that are due and payable by you but are unpaid.

8.8 DEATH

8.8.1 If we are notified of your death, confirmed by way of an official certificate duly issued from the client’s country of residence, we will manually close all open Positions on your Account. We will subsequently transfer the Equity, following the deductions of associated costs, in accordance with the applicable regulation or Laws.

8.8.2 If we are unable, for any reason, as determined at our sole discretion, to return the net Equity to your Account, we shall retain all amounts until such time that we receive a formal decision issued by a competent authority in the relevant jurisdiction specifying where such amounts should be transferred. We will act in accordance with such instructions.

8.9 SURVIVAL

Termination of this Client Agreement shall not affect any rights, obligations, or liabilities of either party which have accrued prior to termination. Without limitation, the provisions relating to fees and charges, payments, client money and assets, close out and settlement, representations and warranties, indemnities, limitation of liability, confidentiality, data protection, dispute resolution, governing law, regulatory compliance, record keeping, and any other provision which by its nature is intended to survive termination shall continue in full force and effect notwithstanding termination.

8.10 EXISTING RIGHTS

Termination of the Client Agreement will be without prejudice to the completion of a service already initiated or instructions already given and will not affect accrued rights, existing commitments, or a contractual provision intended to survive termination.

9 EXCLUSIONS, LIMITATIONS AND INDEMNITY

9.1 GENERAL EXCLUSION

9.1.1 Subject to Applicable Regulations, neither we nor our directors, officers, employees, agents, representatives, or Affiliates (including their directors, officers, employees, agents, or representatives) shall, up to the maximum extent permitted by Applicable Regulations, be liable for any loss, damage, cost, or expense, suffered or incurred by you arising directly or indirectly out of or in connection to the Client Agreement (including these Terms) or the closing out of your open Positions on a liquidation date or any date determined by us at our sole discretion, whether arising out of gross negligence, breach of contract, misrepresentation or otherwise (including where we have declined to open a Position), even if such loss is a reasonably foreseeable consequence except where it arises directly from our fraud.

9.1.2 Subject to Applicable Regulations, in no circumstances, shall our liability include any loss suffered by you or a third party for special damages, loss of profit, loss of goodwill, or loss of business opportunity arising in connection with these Terms, whether arising out of negligence, breach of contract, misrepresentation or otherwise, including an act or omission arising out of or in connection with an error in an instruction given by you or on your behalf, or an instruction which is or which reasonably appears to be from you.

9.1.3 Nothing in these Terms will limit our liability for death or personal injury resulting from our wilful negligence.

9.1.4 This general exclusion shall not be affected by termination of the Client Agreement.

9.2 TAX IMPLICATIONS

Subject to Applicable Regulations, neither we nor our directors, officers, employees, agents, representatives, or Affiliates (including their directors, officers, employees, agents, or representatives) shall be liable for any adverse tax implication of a Position whatsoever.

9.3 CHANGES IN THE MARKET

Without limitation, we shall not be liable for any loss, delay, price movement, or change in market conditions occurring before or during the execution of any instruction or Position. This includes, without limitation, delays arising from market volatility, price gaps, suspension or closure of a market, reduced liquidity, or the actions or omissions of any exchange, trading venue, liquidity provider, or intermediate or executing broker. You acknowledge that market conditions may change rapidly and that such changes may affect the availability, timing, or price of execution.

9.4 FORCE MAJEURE

9.4.1 We shall not be liable to you for any delayed, partial, or complete non-performance, or non-performance of our obligations hereunder by reason of Force Majeure. Nothing in these Terms will exclude or restrict a duty or liability we may have to you under the Applicable Regulations, which may not be excluded or restricted thereunder.

9.4.2 We shall use all reasonable endeavours to bring the Force Majeure event to a close or to find a solution by which these Terms may be performed despite the continuance of Force Majeure circumstances, and we shall take reasonable steps to resume performance as soon as is reasonably practicable following the cessation of a Force Majeure event.

9.5 INDEMNITY

9.5.1 You shall pay to us all such sums as we may, from time to time, require in or towards the satisfaction of a Debit Balance on your Account.

9.5.2 You shall pay to us, our directors, officers, employees, agents, representatives, or Affiliates (including their directors, officers, employees, agents, or representatives), on a full indemnity basis, any and all losses, liabilities, costs, and expenses (including legal fees), taxes and levies which we or any of them may incur or be subject to:

(a) concerning your Accounts, all Positions and all matching transactions on any Underlying Market or by the enforcement of our rights or the rights of our Affiliates;

(b) as a result of a misrepresentation by you or a breach by you of your obligations to us under the Client Agreement (including these Terms) or by the enforcement of our rights or the rights of our Affiliates.

9.5.3 All sums payable under this Clause 9.5 (Indemnity) shall be paid free and clear of all deductions of withholdings unless the deduction or withholding is required by Applicable Regulations.

9.5.4 The provisions of this Clause 9.5 (Indemnity) shall not exclude or restrict any duty or liability which we, our directors, officers, employees, agents, representatives, or Affiliates (including their directors, officers, employees, agents, or representatives) may have in relation to you under the CMA Rulebook.

9.6 NO RELIANCE

You acknowledge that you have not relied on or been induced to enter into the Client Agreement by any statement or representation other than those expressly set out in the Client Agreement. Neither we nor any of our directors, officers, employees, agents, representatives, or Affiliates (including their directors, officers, employees, agents, or representatives) will be liable to you for any statement or representation that is not set out in the Client Agreement.

10 DATA PROTECTION & REGULATORY DISCLOSURE

10.1 Data Protection

10.1.1 You acknowledge and agree that you will provide us with personal information (“Personal Data”) to perform the Services contemplated under these Terms.

10.1.2 The processing of your Personal Data will be undertaken in accordance with our Privacy Policy available on our Website.

10.1.3 In line with Applicable Regulations we will not retain your Personal Data longer than is necessary to achieve the purpose for which your Personal Data was collected and processed unless we are required to do so by Applicable Regulations or there is a lawful purpose to retain your Personal Data for an extended period.

10.1.4 You acknowledge that we will use your Personal Data as necessary to provide our Services, recover a debt, and prevent fraud and money laundering. You also consent that we may process your Personal Data for product surveys, statistics, analytics, and/or marketing, only to the extent necessary in each specific case.

10.1.5 We may also share your Personal Data with other entities within the Daman Group for the same purposes. For the purposes of these Terms, the “Daman Group” means:

(a) any corporation, association, or other legal entity or branch in which Daman directly or indirectly holds shares; (iii) any corporation, association, or other legal entity or branch which directly or indirectly holds shares in Daman Markets

(b) any corporation, association or other legal entity which is owned or controlled by Daman Markets; and

10.1.6 We may also share your Personal Data with our professional advisers (such as legal representatives, auditors, and insurance providers), and service providers who perform Services on our behalf based on our instructions. We do not authorize such advisers, partners, and service providers to use or disclose your Personal Data except when necessary to perform their services or comply with Applicable Regulations.

10.1.7 To perform our Services, we may transfer your Personal Data to recipients in countries other than the country in which the data was originally collected. Where we transfer personal data to another country for processing by a recipient, we will require the recipient to protect the personal data received in accordance with the data protection requirements under the UAE Data Protection Law. This may include the requirement to put appropriate safeguards in place to protect the personal data.

10.1.8 By entering into the Client Agreement, you consent to the processing of your Personal Data in accordance with Clause 10.1 and, if you provide us with data of other individuals, that in respect of each data subject you have provided to us, you have obtained their explicit consent to our using their Personal Data for the purposes described and can demonstrate this to us if requested.

10.1.9 You have the right to withdraw your consent for us to process your Personal Data at any time by contacting us on the following email: [email protected], provided that such withdrawal does not affect the processing of your Personal Data as required to finalize the performance of our Services as contemplated under this Client Agreement.

10.2 Regulatory Reporting

Under Applicable Regulations, we may be obliged to report information about certain Positions to the CMA or another government authority. You agree and acknowledge that all proprietary rights in information relating to such Positions are owned by us and you waive any duty of confidentiality attached to the information which we are obliged to disclose.

10.3 Reporting Obligations to You

We may provide you with regular reports on the performance of our Services in accordance with Applicable Regulations. Such reports may be included in periodic communications to you and take into account the type and complexity of the investments involved, the nature of our Services provided to you, and where applicable, will include the associated costs and charges.

11 MISCELLANEOUS AND GOVERNING LAW

11.1 Language

These Terms are supplied to you in Arabic and English and we will continue to communicate with you in either of these languages (as requested by you) for the duration of the Client Agreement. You may receive documents and other information about us in Arabic, English, and/or other languages. If a document is translated into another language, this will be for informational purposes only, and the Arabic version will prevail in the event of a conflict or inconsistency.

11.2 Applicable Regulations

11.2.1 The Client Agreement is subject to Applicable Regulations. Applicable Regulations are binding on us and you.

11.2.2 Nothing in the Client Agreement excludes or restricts an obligation that we have to you under Applicable Regulations.

11.2.3 We may take or omit to take any action we consider necessary to ensure compliance with Applicable Regulations. Actions that we take or fail to take to comply with Applicable Regulations will not render us or our directors, officers, employees, agents, or Affiliates liable.

11.3 Amendments

11.3.1 We may amend these Terms from time to time in accordance with Applicable Regulations. Any amendment will be communicated to you in writing or via our Website and will take effect in one of the following ways:

(a) where an amendment is required to comply with Applicable Regulations, or to reflect regulatory guidance or decisions, such amendment may take effect on the date specified in the regulatory notice, we will notify you within 30 calendar days after the implementation of such amendments; or

(b) where an amendment materially affects your rights or obligations, the amendment will only take effect after we have provided you with reasonable advance notice and, where required by Applicable Regulations, obtained your consent; or

(c) where an amendment is of a technical, administrative, or non material nature that does not adversely affect your rights or obligations, such amendments will come into effect when the amended and restated Client Agreement are posted on the Website. Your continued use of our Services will be used to evidence your consent to such amendments. If you wish to opt-out of these changes, you should notify us in writing in accordance with Clause 8.1.1 (Termination).

11.4 Notices

Unless otherwise agreed, notices, instructions, and other communications by us under the Client Agreement will be sent to the email address you registered with us. Notices, instructions, or other communications shall take effect on dispatch. All notices, instructions, or other communications to you (except confirmations, Account Statements, and Margin calls) are conclusive unless you provide us with a written objection within five (5) Business Days of the date the document was dispatched. You shall notify us of any change to your address, telephone number, or email address in accordance with Clause 11.5 (Communication with us).

11.5 Communication with us

You may communicate with us in writing, through email, or via a recorded phone call. Our contact details for communication are as follows:

Address: Daman Markets, Sheikh Rashid Tower, Dubai World Trade Centre, Dubai, UAE.

Telephone Number: +971 4 605 9221

Email Address: [email protected]

See Clause 3 (Placing an Order) for sending orders and other instructions to us.

11.6 Communications

11.6.1 Orders or instructions given by you through email or other electronic means will constitute evidence of the orders or instructions given.

11.6.2 Acceptance of these Terms or other documents sent through electronic means such as a tick-box on the Website, through email, or on the Platform shall constitute evidence of your acceptance and consent to these Terms and other documents.

11.7 Complaints Procedure

11.7.1 We have internal procedures for handling complaints fairly and promptly in accordance with our Complaints Policy. A copy of our Complaints Policy is available on the Website.

11.7.2 You may submit a written complaint by addressing it to the Compliance team by emailing [email protected]. Your complaint will be handled in accordance with our Complaints Policy.

11.8 Conflicts of Interest

11.8.1 Situations may arise where our interests, or those of our affiliates, directors, employees, agents, representatives, or other clients, conflict with your interests.

11.8.2 Our Conflicts of Interest Policy sets out the circumstances that may constitute or may give rise to a conflict of interest, the procedures we follow, and the measures we adopt to identify, prevent, or mitigate such conflicts.

11.9 Entire Agreement

11.9.1 The Client Agreement replaces any previous agreement between us in relation to the subject matter of the Client Agreement. Except as otherwise provided in the Client Agreement, the Client Agreement represents the entire Terms on which our trading relationship is established.

11.10 Assignment

11.10.1 The Client Agreement is for the benefit of, and is binding upon, you, us, our respective successors, and assignees.

11.10.2 You are not permitted to assign, charge, permit a trust to be declared over any of your rights or otherwise transfer your rights or obligations under the Client Agreement or an interest in these Terms without our prior written consent. Any such action without our written consent will be void.

11.10.3 Subject to Applicable Regulations, we may delegate the performance of our obligations to an appropriate third party. Such delegation will not affect our obligations under the Client Agreement.

11.10.4 We will be entitled to assign all or part of our benefits or rights under the Client Agreement without your consent.

11.11 Joint Liability

If you are a partnership or comprise more than one person, your liability under the Client Agreement will be joint and several with such other person(s). In the event of the death, bankruptcy, winding-up, or dissolution of one or more of such persons (without prejudice to the foregoing or our rights in respect of such person and their successors), the obligations and rights of all other connected persons under the Client Agreement shall continue in full force and effect.

11.12 Confidentiality

11.12.1 You and we both irrevocably agree and undertake:

(a) to use best endeavours to keep confidential and to ensure respective officers, employees, agents, and other advisers keep confidential all confidential information;

(b) not to give, disclose, sell, transfer, charge, or otherwise dispose of confidential information, in whole or in part, to another person other then as permitted under these Terms; and

11.12.2 This Clause 11.12 (Confidentiality) does not apply to:

(a) information which is or becomes publicly available (other than as a result of a breach of Clause 11.12);

(b) the disclosure of information to the extent such disclosure is required to provide our Services, subject to Applicable Regulations; or

(c) the disclosure of information to the extent such disclosure is required by Applicable Regulations, a court of competent jurisdiction, a governmental official or regulatory authority, or a binding judgment, order, or requirement of a competent authority.

11.13 Rights and Remedies

The rights and remedies provided under these Terms are cumulative and not exclusive of those provided by Applicable Regulations. We are under no obligation to exercise a right or remedy. A failure or delay by us in exercising our rights under these Terms (including a Position) or otherwise is not a waiver of such right or remedy. No single or partial exercise of a right or remedy will prevent further exercise of that right or remedy or the exercise of another right or remedy.

11.14 Set-Off

(a) You authorise us, subject to Applicable Regulations and these Terms, to set off, combine, or apply any positive Balance in any Account against any amounts you owe to us (whether actual or contingent, present or future).

(b) We may exercise this right across any Accounts you hold with us and across different currencies, in which case amounts may be converted at a commercially reasonable rate. We will, where reasonably practicable, notify you promptly after exercising such right, and will act reasonably and in good faith, taking into account any applicable margin requirements and close-out provisions.

(c) You may not exercise any right of set-off against amounts owed by you to us under these Terms. Our rights under this Clause are in addition to, and do not limit, any other rights or remedies available to us under these Terms or Applicable Regulations, including rights of close-out, netting, or enforcement of security.

11.15 Partial Invalidity

(a) If any provision of these Terms is or becomes illegal, invalid, or unenforceable under Applicable Regulations, such illegality, invalidity, or unenforceability shall not affect the legality, validity, or enforceability of the remaining provisions. Nor shall it affect the legality, validity, or enforceability of that provision under the laws of any other jurisdiction.

(b) If any provision of these Terms is or becomes illegal, invalid, or unenforceable, that provision shall be severed and replaced, to the extent permissible, with a valid and enforceable provision that most closely reflects the original intent.

11.16 Recording and Monitoring of Communications

We may monitor and record communications between you and us, including telephone conversations and electronic communications, in accordance with Applicable Regulations and applicable data protection laws, for purposes including regulatory compliance, record keeping, evidencing client instructions, and dispute resolution.

By entering into this Client Agreement, you acknowledge that such monitoring and recording may take place. Where required by Applicable Regulations, additional notices may be provided.

11.17 Our Records

Unless proven otherwise, our records will be evidence of your dealings with us in connection to our Services. You will not object to submitting our records as evidence in a legal, regulatory, administrative, or other proceeding because such records are not originals, are not in writing, or are documents produced by a computer. You will not rely on us to comply with your record-keeping obligations, although records may be made available to you on request at our sole discretion.

11.18 Co-operation for Proceedings

If a legal, regulatory, administrative, or other action/proceeding is brought by or against us in relation to the Client Agreement or arising out of an act or omission by us required or permitted under the Client Agreement, you agree to fully cooperate with us in the defense or prosecution of such action or proceeding.

11.19 Governing Law

Where a Position is subject to the rules of an Underlying Market, the governing law applicable to that Position shall be determined in accordance with those rules and shall not affect the governing law of this Client Agreement. Subject to the foregoing, this Client Agreement, and any non contractual obligations or matters arising out of or in connection with it, shall be governed by and construed in accordance with the laws of the United Arab Emirates.

11.20 Dispute Resolution

11.20.1 If any dispute arises in connection with this Client Agreement, the parties will first seek to resolve the matter in good faith through the Company’s internal complaints handling procedures.

11.20.2 Nothing in this Clause prevents you from referring a complaint to the relevant regulatory authority or from seeking relief through the competent courts of the United Arab Emirates.

11.20.3 Where a dispute cannot be resolved amicably, the parties may agree to refer the dispute to arbitration under the rules of the Dubai International Arbitration Centre (DIAC). In the absence of such agreement, the dispute will be subject to the exclusive jurisdiction of the courts of the United Arab Emirates.

11.21 Service of Process

Regardless of your location, you consent to the service of legal process or any related documents in connection with court proceedings by registered mail sent to your last known address as recorded in our records, or through any other method permitted under the laws of the United Arab Emirates, the laws governing the place of service, or the laws of the jurisdiction where the proceedings are initiated.

12 DEFINITIONS

12.1 Definitions

In these Terms, the following expressions shall have the respective meanings given below:

“Account” means a trading account opened with us for the purpose of opening or closing out a Position.

“Account Statement” means a daily statement in respect of each Account notified by us to you.

“Affiliate” means, in relation to a person, any entity that directly or indirectly controls, is controlled by, or is under common control with that person. For the purposes of this definition, “control” means the ownership, directly or indirectly, of more than 50% of the voting rights or equity interests of an entity, or the power, directly or indirectly and whether by ownership, contract, arrangement, or otherwise, to direct or influence the management, policies, or decisions of that entity.

“Applicable Regulations” means: (a) any legislation including without limitation, constitution, statute, law, regulation, by-laws or rules, guidance, usages, rulings, and interpretations of governmental interpretations and self-regulatory organizations, exchanges, clearing houses, alternative trading systems, contract markets, derivatives transaction execution facilities, and other markets and market infrastructure which we in our sole discretion, deem to be applicable to us and/or to you; (b) the CMA Rulebook, and any other rules of a relevant regulatory authority; (c) the rules, regulations, procedures and customs of a relevant Market or an Underlying Market; (d) the applicable anti-money laundering legislations; and (e) all other applicable laws, rules, procedures, guidance and regulations (including, without limitation, accounting rules and anti-money laundering or sanctions legislation) as enforced.

“Authorized Third Party” means a person authorized by you to manage and operate your Account within the specified powers and authority granted under a separate appointment letter and limited power of attorney in the form satisfactory to us.

“Auto-Stop-Out” has the meaning given to it in Clause 4.2.4.

“Balance” has the meaning given to it in Clause 4.1.1.

“Business Day” means a day which is not a Saturday or Sunday and on which banks are open for business in Dubai, UAE.

“CFD” means a contract for difference under which the profit or loss is determined by the difference between the opening price and the closing price of an instrument on the Underlying Market. The CFDs we offer are available on our Website. For the purpose of this definition, “opening price” means the price at which a Position is opened following the acceptance of an Order; and “closing price” means the price at which a Position is closed out by you or by us, in accordance with these Terms.

“Complaints Policy” means our complaints policy as amended, restated or supplemented from time to time which can be found on our Website.

“Conflicts of Interest Policy” mean our conflicts of interest policy as amended, restated or supplemented from time to time which can be found on our Website.

“CDD” or “KYC” means identification and verification of: (a) your identity (including, where applicable, by reviewing a copy of a passport, national identity card or similar form of identification); (b) the nature of your business as required by Applicable Regulations (including, where applicable, by obtaining your legal entity identifier or identifier code); and (c) such aspects or considerations as determined by us in our discretion, in each case, to ensure that we hold the correct and complete information to prevent a discrepancy in your identification to confirm the source of funding, wealth and payment methods, to prevent fraud and to comply with Applicable Regulations and our Policies from time to time.

“CMA Rulebook” means the Chairman of the Authority’s Board of Directors’ Decision No. (13/Chairman) of 2021 on the Regulations Manual of the Financial Activities and Status Regularization Mechanism, as updated, amended and/or replaced from time to time.

“Counterparty” has the meaning given to such term under the CMA Rulebook.

“Daman Markets” means Daman Markets Financial Services LLC.

“Electronic Trading Services” means an electronic service (together with a related software or application) accessible by whatever means we offer, including without limitation trading, direct market access, order routing, API or information Services that we grant you access to or make available to you either directly or through a third-party service provider and used by you to view information or effect Positions, and “Electronic Trading Service” shall mean any of those Services.

“Equity” has the meaning given to it in Clause 4.1.1.

“Force Majeure” means a cause preventing the performance of the Services or an Obligation under these Terms, which arises from or is attributable to either an act, event, omission or accident, beyond the reasonable control of the party so prevented, including, a strike, lockout, labour dispute, act of God, pandemic, war, terrorism, malicious damage, civil commotion, malfunction or failure of communication or computer facilities, industrial action, or acts and regulations of any supranational body or authority.

“Forex” are financial derivatives that allow traders to speculate on the price movements of currency pairs without actually owning the currencies.

“Free Margin” has the meaning given to it in Clause 4.1.3.

“Insider Dealing” means the use of inside information to acquire, amend, dispose of, or cancel, for your own account or for the account of a third party, directly or indirectly, financial instruments to which that inside information relates. For the purpose of this definition, “inside information” means information of a precise nature, which has not been made public, relating, directly or indirectly, to a financial instrument, and which, if made public, would be likely to have a significant effect on the price of the financial instrument or on the price of related derivative financial instruments.

“Liquidity Provider” means a financial institution that provides executable bid and offer prices in respect of the Products from time to time.

“Market” means a regulated market accepted by us, such as an exchange, clearing house, central clearing counterparty, multilateral trading facility or an organized trading facility.

“Market Abuse” means any conduct which constitutes market abuse, insider dealing, or market manipulation under Applicable Regulations. Without limitation, “market manipulation” includes any act, omission, strategy, or behaviour (whether effected through the placing of an Order, entering into a Position, dissemination of information, or otherwise) which creates, or is likely to create, a false or misleading signal as to the supply of, demand for, or price of a financial instrument, secures or attempts to secure the price of a financial instrument at an artificial level, or otherwise undermines the integrity or orderly functioning of a market.

“Margin” has the meaning given to it in Clause 4.1.2.

“Margin Call” has the meaning given to it in Clause 4.2.3.

“Order” means an instruction by a client to open or close a Position in a Product.

“Order Execution Policy” means our order execution policy as amended, restated or supplemented from time to time which can be found on our Website.

“Ordinary Investor” has the meaning given to such term under the CMA Rulebook.

“Platform” means an electronic trading Platform, such as MT5, or any other trading Platform that we may use from time to time for the provision of our Services.

“Policies” means the policies that we adopt from time to time, as amended, which are available on our Website, including but not limited to the Complaints Policy, Order Execution Policy and Conflicts of Interest Policy.

“Position” means an exposure to an underlying instrument in relation to a Product that you have traded. A Position may be opened or closed out, whether by you of by us, by either buying or selling a Product on the Platform, in accordance with these Terms.

“Product” means: (a) Forex; (b) a CFD; and/or (c) any other product we may offer from time to time.

“Professional Investor” has the meaning given to such term under the CMA Rulebook.

“Risk Warning Disclosure” means the risk warning disclosure, as amended, which is available on our Website, and the risk warnings and statements set out in these Terms which apply to Ordinary Investors, Professional investors, and Counterparties who trade or utilize our products and services.

“Security Information” means the username and password required to access your Account.

“Services” means our non-advisory, execution only services as set out at Clause 2.2 (Investment Services) in respect of the Products.

“Liquidation Date” means the earlier of: (a) the date of the termination of a Position in accordance with the Terms of the Position; or (b) the liquidation date determined by us in accordance with Clause 8.2 (liquidation date).

“Terms” means the Terms of Business contained in the Client Agreement.

“Underlying Market” means the Market for a specific financial instrument on which the Products are priced.

“Website” means the information displayed on www.damanmarkets.com (or any other replacement or supplementary site), as updated by us from time to time.

“we”, “our” or “us” means Daman Markets Financial Services LLC (including successor or assignee).

13 Headings

Headings are provided for convenience only and do not affect the interpretation or enforceability of these Terms.

13.1 Interpretation

13.1.1 References in these Terms to a statute or statutory instrument or Applicable Regulations includes a modification, amendment, extension, or re-enactment thereof, as in force from time to time. A reference in these Terms to “document” will be construed to include an electronic document.

13.1.2 References in these Terms to the singular will also include the plural.

13.1.3 References to a person includes a body corporate, unincorporated association and partnership, natural person, firm, company, corporation, government, state or agency of a state or an association or partnership (whether or not having separate legal personality) of two or more of the foregoing.

13.1.4 The use of the word “including”, “inclusive”, “includes” and any words that follow it will not be deemed to be exhaustive.

Client Agreement