Terms and conditions

1.1 Our Particulars: Baraka Financial Limited is authorised and regulated by the DFSA with firm reference number 4153. Baraka's principal place of business is Unit IH-00-01-10-OF-04, Level 10, Innovation Hub, DIFC, Dubai, UAE. We are required to conduct our business and dealings with you in accordance with the "DFSA Rules". You acknowledge and agree that this agreement is executed within the DIFC.

1.2 Communication between us: We may communicate in writing, including; email or other electronic means, or orally (including by telephone). The language of communication will be the English language, and you will receive documents and other information from us in the English language. If a document is translated into another language this will be for information purposes only and the English version will prevail at all times.

1.3 Our Website: Our Website at www.getbaraka.com contains further details about us and our services and other information, relevant to this Agreement and our Website. In the event of conflict between this Agreement and the Website, this Agreement will prevail.

1.4 Capacity: For the purpose of the DFSA Rules, we will treat you as a Retail Client when conducting business with you, and you will benefit from the regulatory protection afforded to that category of client protection under Applicable Regulations in relation to such business. For certain services, you may be treated as a Professional Client where permissible under applicable DFSA classification rules and will be notified of this status in writing. You, nevertheless, have the right to elect to be treated as a Retail Client, which must be communicated to Baraka in writing within [5] Business Days of receipt of notification from us of the intention to treat you as a Professional Client in relation to the relevant service. Where you are treated as a Professional Client, you will not benefit from the regulatory protections afforded to Retail Clients under the DFSA Rules.

1.5 Applicable Regulations: This Agreement and all Transactions are subject to Applicable Regulations so that:

• (i) if there is a conflict between this Agreement and any Applicable Regulations, the latter will prevail;
• (ii) nothing in this Agreement will exclude or restrict any obligation which we have to you under Applicable Regulations;
• (iii) we may take or omit to take any action we consider necessary to ensure compliance with any Applicable Regulations;
• (iv) all Applicable Regulations and whatever we do or fail to do in order to comply with them will be binding on you; and
• (v) such actions that we take or fail to take for the purpose of compliance with any Applicable Regulations will not render us or any of our directors, or officers, employees liable.

1.6 Execution Only Transactions: As discussed in further detail in clause 4, where you instruct us to execute an Execution-Only Transaction, you must make an independent decision as to whether or not to enter into the relevant Transaction with us and invest through the Baraka Platform subject to this Agreement and to the following conditions: You acknowledge and agree that, in respect of such Execution-Only Transactions, we do not provide advice and/or recommendations and we will not advise on the merits or otherwise of your investment. You further acknowledge and agree that any curation of securities and related descriptions presented to you are for information purposes only and do not constitute personal recommendations or advice. The decision to invest is yours alone, and you are solely responsible for the effect any Transaction or collection of Transactions might have on your personal finances. Under the DFSA Rules, Execution Only Transactions are not subject to the DFSA's rules with respect to Best Execution.

1.7 Conflicts of Interest: We are required to have arrangements in place to manage conflicts of interest between us and our clients and between different clients. We operate in accordance with a conflicts of interest policy which we have put in place for this purpose, under which we have identified those situations in which there may be a conflict of interest, and in each case the steps we have taken to manage that conflict ("Conflict of Interest Document") a copy of which is found in Schedule 3. Any changes and/or moderations to the Conflict of Interest Document will be available at all times at www.getbaraka.com.

1.8 Market Abuse: By entering into any Transactions you represent and warrant that:

• (i) you will act in accordance with any Applicable Regulations;
• (ii) you are not acting in any way which is intended to or may be considered to be "Market Abuse" (as such term is defined in the Applicable Regulations); and
• (iii) you are not acting with the intention of contravening any other provision of the Applicable Regulations.

2.1 Commencement: You acknowledge and agree that:

• (i) you have not relied on or been induced to enter into this Agreement by a representation other than those expressly set out in this Agreement;
• (ii) Baraka shall not be responsible for providing the services set out in Schedule 1;
• (iii) you have read and understood the terms and conditions including but not limited to the relevant customer account agreement of the relevant Regulated Third Party Provider and any related risk disclosures, before opening an account with the Regulated Third Party Provider; and
• (iv) you understand that the management of your funds held with the Regulated Third Party Provider will be governed by the terms and conditions of the Regulated Third Party Provider.

2.2 Scope of this Agreement: This Agreement sets out the basis on which we provide services to you. Baraka provides a digital trading platform for the purposes of arranging investment deals with a Regulated Third Party Provider. Baraka may also provide investment management and advisory services (within a range as may be specified by us). When providing investment management and advice, we will make personal recommendations to you to invest in a portfolio of investments according to what we determine to be suitable for you based on the information you provide us. The provision of investment management and advisory services shall be governed by this Agreement, including Schedule 4. Subject to you meeting the relevant eligibility criteria, Baraka may also make available margin lending and options trading services via a Regulated Third Party Provider.

During the course of your relationship with us, you represent and warrant to us that you:

• (i) are duly authorised to enter into this Agreement;
• (ii) are over the age of eighteen (18);
• (iii) have not previously been suspended or removed from the services provided by Baraka or any of our Regulated Third Party Providers;
• (iv) your registration and your use of the services provided by Baraka is in compliance with any and all Applicable Regulations;
• (v) may not authorise another user to use the services provided by Baraka on your behalf; and
• (vi) are the sole owner of the funds invested into the Regulated Third Party Provider Account and are the only person entitled to the funds and assets held in the Regulated Third Party Provider Account; and
• (vii) are not a United States Resident.

2.3 Processing of your subscription: The Baraka app is free to use. However, you may wish to make use of Baraka's subscription service where you may be provided with additional features, such as access to research from LSEG to enhance your market knowledge, tools to help you plan your investments, or access to offers from third parties. We will use reasonable endeavours to process your subscription promptly. We do not guarantee that your subscription will be activated by any specific time. You will not be provided with access to Baraka subscription service until we have successfully verified your payment and contact details. You will receive email confirmation when your subscription has been accepted.

2.4 Unless specifically stated in any subscription offer, if you chose an auto-renew option for your subscription, you agree that at the end of the initial subscription period (and of each renewal period thereafter), your subscription will automatically renew for the same subscription period at the then prevailing Subscription Fee, which may be amended from time to time. If you do not choose an auto-renewal payment option, we will contact you at the end of the subscription period with an offer to renew your subscription.

2.5 Cancellation: You have a period of 60 days within which to cancel your subscription. This period commences on the date on which your subscription is confirmed.

2.6 Account Opening: To enter into a Transaction or receive investment management or advisory services you must open accounts with Baraka and the Regulated Third Party Provider. To apply for such accounts, you will need to complete an online application form and provide us with information that we request, so that we can identify you, verify your identity, conduct fraud checks, sanctions checks, anti-money laundering and counter-terrorism checks, and any other checks as required by Applicable Regulations, or as required by our internal procedures. This means we will require you to provide us with personally identifiable information, the countries where you are a tax resident and any other information which is required under Applicable Regulations. For investment management and advisory services we will also require information regarding your financial situation and investment objectives in order to make suitable recommendations to you and decisions regarding your Portfolio.

2.7 Regulated Third Party Provider: You acknowledge and agree that Baraka has entered into an agreement, or agreements, with Regulated Third Party Provider(s).

2.8 All money and securities are held by a Regulated Third Party Provider and all trades are executed by a Regulated Third Party Provider.

2.9 You acknowledge and agree that you will enter into a separate customer agreement with the Regulated Third Party Provider which will govern your relationship with the Regulated Third Party Provider.

2.10 You acknowledge and agree that Baraka does not supervise the Regulated Third Party Provider and will not be responsible, and will not be liable, for any of the Regulated Third Party Provider's actions. In the event of any disputes between you and the Regulated Third Party Provider, you will resolve such disputes directly with the Regulated Third Party Provider.

2.11 You understand that all orders for the purchase of securities given for your Baraka Account will be authorized and executed by a Regulated Third Party Provider in reliance on your promise that an actual purchase is intended.

3.1 Baraka will have the right to levy such fees and charges ("Fees") (in the manner determined by Baraka) in relation to any service offered by Baraka pursuant to this Agreement as prescribed by Baraka from time to time. All Fees will be detailed within the Fees Schedule.

3.2 Subscription Fees: Different fees apply across different levels of service. These will be disclosed in the Fees Schedule. We reserve the right to introduce new subscription tiers or to vary the services available or associated fees within any subscription tier with reasonable notice.

3.3 You note that Baraka may incur the costs, fees, charges and/or expenses of third parties in the delivery of the services to you. Such costs, fees, charges and/or expenses will be governed by the terms and conditions of such third parties. For instance: When depositing money into your account please note that Baraka does not charge transfer fees, but your bank fees will apply. Fees typically range between $15-$30.

3.4 Baraka does not charge or receive any withdrawal fees. A flat fee of $25 will however be charged by our broker's bank for all withdrawals. Please ensure that you have at least $25 in available funds before making a withdrawal.

3.5 You agree to pay, repay and/or reimburse such costs, fees, charges and/or expenses of Baraka in connection with services provided by Baraka to you under this Agreement.

3.6 From time to time, your trading account may accumulate interest. You agree to forfeit any accumulated interest on your cash balance and, as such, you acknowledge that your account is consequently non-interest bearing.

3.7 Any payments due to us under this Agreement will be payable in same day funds in such currency as we may from time to time specify and to the bank account designated by us for such purposes.

3.8 Any payments due to us under this Agreement are:

• (i) exclusive of VAT or any other similar taxes, and you will in addition pay an amount equal to any VAT chargeable on those sums; and
• (ii) will be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of Tax as required by law).

3.9 Baraka may, in its sole discretion, amend the Subscription Fee and/or any other Fees payable by you upon thirty (30) days prior notice.

3.10 Remuneration and Sharing of Charges: We may receive remuneration from, or share charges with, a third party in connection with your Transactions. The following Third Party Arrangements shall be deemed duly disclosed to you:

3.10.1 Treatment of interest on cash balances: Interest may accrue on your cash balance in your Baraka account that will not be credited to your account balance; the interest accrued will be shared between Baraka and DriveWealth, as Regulated Third Party Provider. This interest will be shared evenly between Baraka and the Regulated Third Party Provider, DriveWealth LLC.

3.10.2 Payment for Order Flow: We may receive payment for order flow from DriveWealth LLC, for exclusively routing your Execution-Only instructions to it as Regulated Third Party Provider.

3.11 Third Party Payments: In respect of Transactions which we enter with you, unless expressly affirmatively agreed between us in writing:

• (i) We reserve the right not to comply with any request by you to make a payment or a delivery to a third party; and
• (ii) Where we become aware that funds have been paid to us and/or the Regulated Third Party Provider or a delivery made to us other than by you, we reserve the right to refuse such payment or delivery.

3.12 The amount of fees, as well as the nature of fees, may change from time to time. Baraka reserves the right to adjust its existing fees and add new fees at its sole discretion. We will always notify you of the changes in fees which will apply to your account at least 30 days before these changes become effective.

This section 4 applies only where Baraka provides you with an Execution-Only service.

4.1 Instruction Only: In respect to each Transaction, we will deal with you solely on an Execution-Only Basis. We will not advise on the merits of any Transaction or the taxation or other consequences hereof.

4.2 Own Judgement and Suitability: In entering into any Transaction, you represent that you have been solely responsible for making your own independent appraisal and investigations into the risks of the Transactions. You represent that you have sufficient knowledge, market sophistication, professional advice and experience to make your own evaluation of the merits and risks of the Transaction. We provide you with no warranty as to the suitability of the products traded under this Agreement and assume no fiduciary duty in our relations with you.

4.3 Risk Disclosure Statement: Please see attached at Schedule 2 our Risk Disclosure Statement which is in compliance with the rules of the DFSA. This Risk Disclosure Statement sets out the particular investment risks on trading certain Transactions.

4.4 Investment research and delegation and use of third parties: Where we do provide investment research, generic information about investments including but not limited to price, market or valuation information or assessment services, stock research and analysis, market commentary or other information (collectively "Investment Content") through our website services you acknowledge and agree:

• (i) the Investment Content is provided solely to enable you to make your own investment decisions and does not amount to advice; and
• (ii) We give no representation, warranty or guarantee as to the accuracy or completeness of such Investment Content.

5.1 Your access to and use of the Baraka Platform is subject to:

• (i) your compliance with the terms of this Agreement; and
• (ii) your compliance with any guidelines for using the Baraka Platform which are posted on or provided through the Baraka Platform (as may be amended from time to time); and
• (iii) our privacy policy (as may be amended from time to time).

5.2 In the event of any inconsistency between the terms of this Agreement and the terms of the guidelines and/or privacy policy, the provisions in the guidelines and/or privacy policy will prevail.

5.3 Any amendments to the guidelines and/or privacy policy will take immediate effect.

5.4 You acknowledge that we will have sole discretion and control over, and the right to modify at any time, the Baraka Platform and its functionality, configuration, appearance and content, including without limitation:

• (i) the parameters and methods by which Transactions are placed, routed, marketed or otherwise processed by the Baraka Platform; and
• (ii) the availability of the Baraka Platform to any user or with respect to particular Financial Instrument, or Transactions at any particular places, times or locations.

5.5 You agree to be bound by the various legends, disclaimers, terms and conditions displayed on or linked to the Baraka Platform and/or the Website.

6.1 Third Party Content: You acknowledge and agree that certain content is provided by third-parties and made available to Baraka by or through social media websites, blogs, wikis, online conferences, telecasts, podcasts, and other forums (collectively, the "Forums"). Such content is not advice created or provided by Baraka and does not constitute a recommendation to buy, sell, or hold any security or securities.

6.2 Uploading Content: Whenever you make use of a feature that allows you to upload content to our Website and/or Baraka Platform, or to make contact with other users of our Website and/or Baraka Platform any content you upload must not:

• (i) be defamatory of any person;
• (ii) contain material which is obscene, discriminatory, offensive, hateful, threatening or inflammatory;
• (iii) infringe any copyright, database right or trademark of any other person;
• (iv) be likely to deceive any person;
• (v) promote any illegal activity;
• (vi) be likely to harass, upset, embarrass, alarm or annoy any other person; or
• (vii) be used to impersonate any person, or to misrepresent your identity or affiliation with any person.

6.3 Any content you upload to our Website and/or Baraka Platform will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us and other users of our Website and/or Baraka Platform a limited licence to use, store and copy that content and to distribute and make it available to third parties.

6.4 You are solely responsible for securing and backing up your content.

6.5 The Website and/or Baraka Platform may include information and materials uploaded by other users of the site, including to bulletin boards and chat rooms. This information and these materials have not been verified or approved by us.

7.1 Confidentiality: The obligations relating to client confidentiality as set out in this clause 7 and the Privacy Policy shall not apply to any information:

• (i) we provide to our employees, officers, representatives, group companies, affiliates, advisers or credit reference agencies who need to know such information for the purposes of carrying out obligations under or in connection with this Agreement or providing us with services relating to the subject matter of this Agreement; and
• (ii) as may be required – by law, a court of competent jurisdiction or any governmental or regulatory authority.

7.2 Data Protection: Before providing us with any information in connection with this Agreement, please read our privacy policy (the "Privacy Policy").

7.3 Baraka may collect, use and store the personal information which you provide from time to time including Personal Data and Sensitive Personal Data within the meaning given to the terms in the DIFC Data Protection Law No. 5 of 2020 ("Personal Data"). Personal Data may include information provided for the purpose of compliance with anti-money laundering regulations, information deriving from transactions that Baraka facilitates on your instructions, and information deriving from transactions on your connected Payment Account (e.g. bank account).

7.4 You consent to us using and holding your Personal Data in accordance with our Privacy Policy.

7.5 In particular, Baraka may use the Personal Data that it collects:

• (i) to open your Baraka Account and enable related Transaction and trading arrangements;
• (ii) to supply the services;
• (iii) to meet Baraka's obligations under DFSA Rules and other applicable law;
• (iv) for client service, analysis and market research purposes;
• (v) to undertake credit and reference checks and/or to recover a debt or for the purposes of legal proceedings; and/or
• (vi) for general account administration purposes.

7.6 You acknowledge and agree that Baraka may share your Personal Data in the following circumstances:

• (i) where Baraka uses your Personal Data to assess your eligibility for the services and to verify your identity;
• (ii) Baraka may share Personal Data with its affiliates and with third parties who may administer and operate the Baraka Account from time to time. Baraka will always take appropriate measures and meet its legal obligations to ensure that any Personal Data transferred to such third parties is kept securely;
• (iii) on an assignment of the obligation and rights under this Agreement, or if Baraka restructures its business or the whole or any part of its business is sold then Baraka may transfer your information to the relevant third party provided this is in line with statutory data protection requirements; and
• (iv) Baraka may share your Personal Data with UAE and overseas law enforcement agencies or regulatory authorities and other relevant bodies for crime prevention purposes.

7.7 KYC and Third-Party Data Sharing: We may share your personal information, including identification and know-your-customer (KYC) data, with trusted third-party service providers and regulated partners where necessary to provide you with products and services available through the Baraka platform. This includes sharing such information with partners that facilitate specific investment products (for example, precious metals or other asset offerings) in order to verify your identity, comply with applicable legal and regulatory requirements, and enable the execution and settlement of transactions on your behalf.

All such third parties are required by law to implement appropriate technical and organizational measures to safeguard your information and to process it only for the purposes for which it was disclosed, in accordance with applicable data protection laws.

7.8 Baraka will retain copy records for a period of six (6) years or otherwise stipulated by us in accordance with DFSA Rules and other applicable laws from the date of termination of your Agreement. Baraka may scan and retain all hard copy documentation including Personal Data within our data storage system indefinitely. Retained data may be archived off-site and can usually be retrieved within three (3) working days.

7.9 For the avoidance of doubt, Baraka will at all times collect, use and store Personal Data in accordance with the relevant DIFC Data Protection Law No. 5 of 2020 and DIFC data protection framework.

8.1 Entering Transactions: The Baraka Platform will display the indicative price to buy, and the price to sell for each product. This is called a "quote". A quote is not an offer by us to buy or sell any products.

8.2 If the prices on a market, exchange or trading platform are distorted, for example during a short term price spike, or during pre-market, post-market, or intra-day auction periods, we may reflect similar prices in our quotes, but we are under no obligation to do this.

8.3 Quotes and prices are updated and change constantly which means that the price to buy or sell may change between the time that you view or place your order and the time that your order is executed by the Regulated Third Party Provider.

8.4 When you use our services, you will place an order. An order is any request placed by you with us to purchase or to sell or otherwise deal in securities (via the Regulated Third Party Provider) on the trading platform from time to time.

8.5 You can place an order by using the Baraka Platform. We will instruct the Regulated Third Party Provider to execute orders that are received from your Baraka Account on the Baraka Platform, and which we reasonably believe are from you, or authorised by you.

8.6 We cannot guarantee that your execution price will match your order price. This is because the market may be volatile and/or the price may have moved up or down between the time that you place your order and the time that the Regulated Third Party Provider executes your order. This is known as slippage.

8.7 We do not guarantee that your order will be executed by the Regulated Third Party Provider at the first available underlying market price at commencement of trading or within any specific range compared to other market prices which may be available to you from other sources.

8.8 We will transmit orders to the Regulated Third Party Provider for execution during trading hours. Different products have different trading hours. It is your responsibility to ensure you are aware of the trading hours for the product you are trading.

8.9 Where you place an order outside of market hours, or where the product you are trading has a 24/7 market, but your order is placed during a period where there is limited trading, the availability of the different functionalities which we may provide as part of our services may be delayed or may not be available.

8.10 You may request to cancel or modify an order which we have not instructed the Regulated Third Party Provider to execute. However, we cannot guarantee that we will be able to carry out your request.

8.11 We are not required to accept every order that you make and we reserve the rights to decline any order or transaction. Non-exhaustive examples of situations where we may not accept an order include:

• (i) if we reasonably believe the security of your Baraka Account or Account with the Regulated Third Party Provider is at risk;
• (ii) if you do not have enough money in your Regulated Third Party Provider Account to cover the maximum amount of loss associated with your order;
• (iii) if we reasonably believe that there is an error with your order;
• (iv) if the order you have requested is unusual or for exaggerated volumes;
• (v) there is an error with the quote that is displayed;
• (vi) there is a change in applicable law;
• (vii) an exchange requests or recommends that the order is cancelled; or
• (viii) you breach the rules of trading.

8.12 If we do not accept your order, instruct the Regulated Third Party Provider to complete/execute your order, or if we cancel your order, we will inform you by making that information available on the Baraka Platform, unless there is a legal reason that we cannot provide this information to you.

8.13 If we have instructed a Regulated Third Party Provider to execute your order, and a transaction has occurred, we may instruct the Regulated Third Party Provider to take corrective actions and either modify the transaction, or void the transaction.

8.14 The Regulated Third Party Provider may use the money in your account to pay fees, costs or charges which become due and payable.

8.15 We will not be responsible for any losses you incur as a result of any actions or inactions taken by us in accordance with clause 8.1.

8.16 Baraka will transmit buy/sell trade orders to effect a transaction to the Regulated Third Party Provider for execution. Where we deal on an Execution-Only Basis, based on your instructions, we will not advise you or exercise our own discretion with respect to the merits of any transactions.

8.17 Where we deal on an Execution-Only Basis, based on your instructions, we shall not be required to make sure that any transaction is suitable or appropriate for you.

8.18 Instructions to Baraka: Where we deal on an Execution-Only Basis, Baraka will act on your instructions to undertake (on your behalf) such actions as may reasonably be required for Baraka to pass orders and effect transactions through a Regulated Third Party Provider on your behalf.

8.19 You will execute and deliver any authorizations and documents as may be reasonably necessary for Baraka to carry out the arranging services under this Agreement.

8.20 Best Execution: Save where we deal with you on an Execution Only basis, where we execute any transaction or investment for you, we will do so subject to the DFSA's Rules in relation to Best Execution.

8.21 Error and Corrections: We may, at any time and without prior notice where reasonably necessary, correct any error in your Account. This may include reversing, cancelling, voiding or adjusting any Transaction, position, corporate action, dividend, interest payment, fee, or cash entry that has been incorrectly credited or debited to your Account for any reason (including technical or operational errors).

Where reasonably practicable, we will notify you of such correction as early as possible.

9.1 You acknowledge that Baraka will be relying on the information or documents provided by you to Baraka. It is your responsibility to ensure that information or documentation provided by you to Baraka is complete, accurate and not misleading in any material respect.

9.2 Further, we may, from time to time, require additional information and/or documents (including as required by anti-money laundering regulations and any other similar regulations applicable to us ("AML"), as well as for anti-fraud measures or any other related internal procedures), or clarifications to information and/or documents which you have provided to us.

9.3 You will be responsible for all tax returns, filings and reports on any transactions undertaken pursuant to this Agreement and for the payment of all unpaid capital calls, taxes or other liability arising out of, or in connection with, the investments held in your Account.

9.4 You acknowledge that borrowing money to finance a contribution into your Regulated Third Party Provider Account involves the risk that the value of your capital investment will go down. We strongly recommend against borrowing to fund an investment arranged with Baraka.

10.1 If we accept your application, we will open a Baraka Account for you. You will need to choose a username and a password to access your Baraka Account and we may also require other security details. It is your responsibility to take all reasonable steps to keep your Baraka Account safe.

10.2 You will need to change your security details immediately and contact us as soon as possible if you think someone else knows them. We may block access to your Baraka Account or block access to our services if we believe that it is necessary for security or legal reasons.

10.3 You must not give any third party (including minors) any access to and/or control of your Baraka Account. If you elect to give another person access to and/or control of your Baraka Account, you do so at your own risk.

11.1 Instructions are primarily accepted via the Baraka Platform. However, for specific circumstances and at our discretion, we may also accept instructions via email, WhatsApp or phone. All written communications should be directed to Baraka's registered office at the address set out in clause 20.3 of this Agreement and on our Website.

11.2 Baraka will be entitled to act on any instructions reasonably believed to be from you or an authorized representative of you. It is your responsibility to keep the security details applicable to your Baraka Account safe and not share them with any other person.

11.3 You acknowledge that: a) Baraka may not accept instructions until it is able to satisfy itself that the instructions originated from you or an authorized representative of you; b) Baraka will not be responsible for any losses or loss of opportunity due to any delays arising from Baraka confirming the validity of instructions.

11.4 Baraka will not be responsible for the advisability or suitability of transactions made at your instruction.

11.5 Baraka, in its sole discretion, may refuse to act on an instruction given by you or an authorized representative of you, where:

• (i) it has reason to doubt the validity of the instruction; and/or
• (ii) the instruction is not capable of being carried out on the Baraka platform.

11.6 Baraka will not be obliged to deal with any person to whom you may have disposed of or otherwise assigned or transferred to or encumbered any funds, assets or other entitlements held in or under your Baraka Account.

11.7 Transaction statements, third party valuation reports and other third party summary and research reports on the Baraka Account may be provided electronically to you by email to the address provided by you or via the dashboard on the Website and/or the Baraka Platform.

11.8 All communications between you and Baraka must be in English.

12.1 We are permitted under the DFSA Rules to receive and hold funds on your behalf. You acknowledge and agree that any funds relating to your Transactions may be held with a Regulated Third Party Provider, or held directly by Baraka in a segregated client money account at a UAE licensed bank.

12.2 Where you transfer your funds to a Regulated Third Party Provider, you acknowledge and agree that your funds will be held with a bank that is not approved under the Client Money rules of the DFSA and that your funds may therefore not be protected as effectively as had it been held in a client bank account in the DIFC.

12.3 You acknowledge and agree that you are solely responsible for reading and accepting the terms and conditions of the Regulated Third Party Provider before sending your funds to the Regulated Third Party Provider.

12.4 Your funds may be held in an omnibus client money account along with the funds of other clients. You understand the inherent risk of such commingling, specifically in the event of insolvency of Baraka or the Regulated Third Party Provider holding the omnibus account.

12.5 You can initiate a payment using a debit card, Apple Pay, Google Pay, Wire Transfer, or by a transfer from your Payment Account Provider (e.g. your bank) via the Payment Initiation Service provided by Lean Technologies Limited. Lean Technologies is authorised and regulated in the ADGM by the FSRA under FSP no. 200033.

12.6 For features that require recurring or ongoing payments from you, you acknowledge and accept that our payment processor will require you to securely authenticate your card information for the initial payment only.

12.8 Where an account includes more than one wallet currency (e.g. AED and USD), the account holder may be required to select the wallet to which an incoming deposit will be credited within 24 hours. If no selection is made within that time, the deposit will be credited to the USD wallet by default. Conversions between wallet balances are not currently supported.

13.1 Baraka will not instruct the Regulated Third Party Provider to:

• (i) commit you to supplementing the assets in your Account by borrowing cash or investments on your behalf and by committing you to a contract which may require you to supplement such assets; or
• (ii) enter into stock lending, stock borrowing, repurchase or reverse repurchase arrangements in relation to assets in your Account.

14.1 Statements showing the composition and value of your Baraka Account and Regulated Third Party Provider Account and ongoing transactions will be provided in your secure Baraka Account area on the Baraka Platform.

14.2 Valuation levels used in statements for the Baraka Account to reflect the assets held in your Regulated Third Party Provider Accounts will reflect Baraka's good faith effort to ascertain fair market values for the assets based on pricing and valuation information that Baraka believes to be reliable.

15.1 Representations and Warranties: You represent and warrant to us as of the date of this Agreement and the date of each Transaction that:

• (i) you have the power to execute, deliver and perform your obligations under this Agreement and all necessary action has been taken to authorise that execution, delivery and performance;
• (ii) as at the date of each Transaction, you have all the necessary authority, powers, consents, licenses and authorisation and have taken all the necessary action to enable you lawfully to enter into such Transaction;
• (iii) you have obtained from all relevant authorities all licences, permissions and consents required in order for you to enter into a Transaction and to perform your obligations under this Agreement;
• (iv) this Agreement, each Transaction and the obligations created under them are binding upon you and enforceable against you in accordance with their terms;
• (v) no event of default has occurred and is continuing with respect to you;
• (vi) you act as principal and sole beneficial owner in entering into this Agreement and each Transaction;
• (vii) any information which you provide or have provided to us in respect of your financial position, domicile or other matters is accurate and not misleading in any material respect;
• (viii) except as otherwise agreed in writing by us, you are the sole beneficial owner of all funds you transfer to us or the Regulated Third Party Provider under this Agreement.

15.2 Covenants: You will:

• (i) at all times obtain and comply, and do all that is necessary to maintain in full force and effect, all authority, powers, consents, licenses and authorisations referred to in this clause 15;
• (ii) promptly notify us of the occurrence of any Event of Default or Potential Event of Default with respect to yourself; and
• (iii) use all reasonable steps to comply with all Applicable Regulations in relation to this Agreement and any Transaction.

16.1 Complaints: If you have any complaint about our performance under this Agreement, you should contact customer support directly via the app or by emailing support@getbaraka.com.

16.2 Should we consider that the Regulated Third Party Provider is entirely or partly responsible for the matter complained of, we may refer your complaint to that institution.

16.3 We will try to resolve your complaint as quickly as possible and to your complete satisfaction. If we are unable to satisfactorily address your complaint, you may be able to refer your complaint to the DFSA for independent assessment. Should you wish to contact them you can do so in writing at: Dubai Financial Services Authority, Level 13, The Gate, PO Box 75850, Dubai, UAE.

17.1 Termination: Unless required by Applicable Regulations, you may terminate this Agreement and the relationship between us by giving us 30 (thirty) days notice of termination using Baraka Platform.

17.2 Upon terminating this Agreement, all amounts payable by you to us will become immediately due and payable including (but without limitation): all outstanding fees, charges and commission; and any investment expenses incurred by terminating this Agreement.

17.3 Termination with immediate effect: Each of the following will constitute an event for termination of this Agreement with immediate effect and without further notice to you:

• (i) You fail to make any payment when due under this Agreement;
• (ii) We have reason to suspect fraud or that the security of the Baraka Account has been breached;
• (iii) We have reason to suspect that the Regulated Third Party Provider Account or Baraka Account is being used in a way that is contrary to financial services and markets regulations;
• (iv) You fail to provide us with information that in our reasonable opinion we need to satisfy our obligations under any applicable laws;
• (v) We have reason to suspect that your Accounts are being used in a way that is contrary to sanctions related laws, rules or regulations; or
• (vi) Insolvency or liquidation proceedings commence against you.

17.4 To the extent we are permitted to do so by Applicable Regulations we will contact you on the suspension of your Accounts promptly and seek to satisfactorily resolve the issue.

17.5 Existing Rights: Termination or expiry of this Agreement will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry.

18.1 Baraka gives no assurance or guarantee that the value of investments in your Regulated Third Party Provider Account will not go down or that the investment held will generate profits or income.

18.2 Baraka will not be liable for any error of judgement or any loss suffered by you in connection with the services it provides to you under this Agreement unless such loss arises from negligence, wilful default, dishonesty or fraud by it or any of its employees.

18.3 Baraka will not be liable for any consequential, special, indirect or speculative loss or damage, or loss of profits, loss of opportunity, goodwill or reputation suffered by you or any other person.

18.4 In particular, but without limitation, Baraka will not be liable for any default of any counterparty, bank, sub-custodian, or any other entity which holds money, investments or other documents of title on behalf of you.

18.5 The Baraka Platform is provided "AS IS" on an "IS AVAILABLE" basis without any representations or any kind of warranties whatsoever (whether expressed or implied by law).

18.9 Limitation of Liability: We will not be liable to you for any partial or non-performance of our obligations hereunder by reason of any cause beyond our reasonable control, including without limitation any breakdown, delay, malfunction or failure of transmission, communication or computer facilities, industrial action, act of terrorism, act of God, or acts and regulations of any governmental or supra-national bodies or authorities.

18.10 Indemnity: You will pay to us such sums as we may from time to time require in or towards satisfaction of any debit balance on any of your Accounts with us and, on a full indemnity basis, any losses, liabilities, costs or expenses (including legal fees), taxes, imposts and levies which we may incur or be subjected to with respect to any of your Accounts or any Transaction.

19.1 In the event of any failure, hindrance or delay in performance of Baraka's obligations under this Agreement where such failure, hindrance or delay arises directly or indirectly from circumstances outside Baraka's control, including, but not limited to acts or regulations of any governmental bodies or authorities or securities exchanges, Baraka will have no liability for any loss or change in the value of the assets in the Regulated Third Party Provider Account.

20.1 Amendments: We have the right to amend the terms of this Agreement. If we make any material change to this Agreement, we will provide you with at least thirty (30) Business Days written notice to you.

20.2 Assignment: Baraka may on thirty (30) days' prior written notice assign its rights and/or obligations under this Agreement to a third party selected by Baraka, including by way of merger, consolidation or the acquisition of all or substantially all of Baraka's business and assets relating to this Agreement.

20.3 Notices: Unless otherwise agreed, all notices, instructions and other communications to be provided by us under this Agreement will be given to the address or email provided by you.

Address: Unit IH-00-01-10-OF-04, Level 10, Innovation Hub, DIFC, Dubai, United Arab Emirates ("UAE")

Email: legal@getbaraka.com

For the attention of: Legal & Compliance Department

20.4 Electronic Communication: Subject to Applicable Regulations, any communication between us using electronic signatures will be binding as if it were in writing.

20.5 Recording of Calls: In order to comply with our regulatory requirements, we are required to record telephone conversations relating to Transactions. You consent to the recording of such telephone conversations.

20.6 Our Records: Our records, unless shown to be wrong, will be evidence of your dealings with us in connection with our services.

20.7 Your Records: You agree to keep adequate records in accordance with Applicable Regulations to demonstrate the nature of orders submitted and the time at which such orders are submitted.

20.8 Third Party Rights: This Agreement will be for the benefit of and binding upon us both and our respective successors and assigns.

20.9 Time of Essence: Time will be of the essence in respect of all your obligations under this Agreement.

20.10 Rights and Remedies: The rights and remedies provided under this Agreement are cumulative and not exclusive of those provided by law.

20.11 Set-off: Without prejudice to any other rights to which we may be entitled, we may at any time and without notice to you set-off any amount owed by you to us against any amount owed by us to you.

20.12 Partial Invalidity: If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, this will not affect the legality, validity or enforceability of the remaining provisions.

21.1 Governing Law: A Transaction which is subject to the rules of a market will be governed by the law applicable to it under those rules.

21.2 This Agreement will be governed by and construed in accordance with the laws of the DIFC.

21.3 Dispute Resolution: Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, will be subject to the exclusive jurisdiction of the Courts of the DIFC. For disputes under AED 1,000,000 in value, the parties agree to exclusively hear the matter in the Small Claims Tribunal at the DIFC Courts.

22.1 Defined Terms:

• "Accounts" means collectively the Baraka Account and the Regulated Third Party Provider Account.
• "Applicable Regulations" means each of the following, as in force from time to time: (i) DFSA Rules or any other rules of a relevant regulatory authority; and (ii) All other applicable laws, rules and regulations.
• "Associate" means an undertaking in the same group as us, a representative whom we or an undertaking in the same group as us appoints, or any other person with whom we have a relationship that might reasonably be expected to give rise to a community of interest between us and them.
• "Baraka Account" means an account opened by you directly with Baraka for the purposes of arranging deals in investments with a Regulated Third Party Provider.
• "Baraka Platform" means the Baraka mobile application.
• "Business Day" means a day which is not a Friday or a Saturday and upon which banks are open for business in the United Arab Emirates.
• "DFSA" means Dubai Financial Services Authority.
• "DFSA Rules" means the subsidiary legislation made under the DIFC Regulatory law 2004 by the Board of Directors of the DFSA or any other law applicable in the DIFC which is administered by the DFSA.
• "Execution-Only Basis" means we will convey your instructions to arrange to buy and sell securities through a Regulated Third Party Provider but will not give you advice about the securities and/or any Transactions.
• "Financial Instrument" means and includes but is not limited to securities, futures, swaps, forward rate agreements and any other derivative contracts relating to securities, currencies, interest rates or yields, or other derivatives instruments, financial indices, financial measures or commodities.
• "Investment Mandate" means the risk profile, objectives and strategy of the relevant standardised investment portfolio displayed to you on the Baraka Platform.
• "Order" means an instruction to buy or sell a Financial Instrument at a price quoted by us as appropriate.
• "Payment Account Provider" means as defined in the DFSA Rules.
• "Payment Initiation Service" means as defined in the DFSA Rules.
• "Portfolio" means the aggregate collection of investments held by a client, and managed by Baraka under the agreed Investment Mandate.
• "Retail Client" means as defined in the DFSA Rules.
• "Regulated Third Party Provider" means an entity, including but not limited to a US broker-dealer, which is licensed to carry out certain financial service and brokerage services activities including: (a) holding your funds; and (b) the execution of certain transactions that are arranged by Baraka on an Execution-Only Basis and offered to you through the Baraka Platform.
• "Regulated Third Party Provider Account" means an account opened by you with a Regulated Third Party Provider.
• "Professional Client" means as defined in the DFSA Rules.
• "Subscription Fee" means the fees that are required to be paid by you to us on a monthly and/or annual basis for the duration of the subscription period.
• "Tax" means any tax, levy, impost, duty or other charge or withholding of a similar nature.
• "Transaction" means any transaction in a Financial Instrument or any other contractual arrangement entered into between you and us.
• "United States Resident" means any natural person resident in the United States.
• "VAT" means any value added tax, including value added tax as provided for in the United Arab Emirates Value Added Tax Law No. 8 of 2017.
• "Website" means Baraka's website, as amended from time to time, which may be found at www.getbaraka.com.