Saudi Gold Exchange Page 1

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1 This agreement sets forth the terms and conditions which will govern purchases, sales, fixing and/or any other transaction involving or with respect to bullion (collectively Transactions ) between Saudi Gold Exchange the Company ) and the undersigned ( Customer ). 1. Definitions 1.1 Bullion means gold, silver bars and coins, in each case in the form, and having the minimum fineness required for according to International Gold Standards. Each reference herein to a troy ounce means fine troy ounce if the Bullion is being referred to is gold and silver. Unless otherwise specified in SAUDI GOLD EXCHANGE s confirmation, gold and silver shall be unallocated until the physical delivery is exercised by the Customer through trading platform by a registered account. Whenever a physical delivery of Bullion is affected, the Bullion will be allocated the type of Bullion, the location of actual delivery, and premium to be paid for such delivery shall be as agreed upon between Customer and SAUDI GOLD EXCHANGE. All allocated Bullion shall be subject to the rules and regulations of the place of delivery and any/all risks of delivery will pass to Customer upon receipt of the Bullion by Customer (or Customer s authorized representative or agent) from SAUDI GOLD EXCHANGE (or its representative or agent). 1.2 Full Settlement Account means a trading account with Saudi Gold Exchange where client needs to deposit full amount worth transaction value. This is account has no entitlement of any leverage for purchase of commodities from Saudi Gold Exchange. 1.3 Pre-Fixing Deposit Account means a trading account where a client can fix price of the commodity with Saudi Gold Exchange by depositing with it a certain part of the transaction value in advance. In this case the client is bound to pay the balance amount before getting the physical gold/silver. 1.4 The Trade Value of any Bullion deal shall be equal to the product of the troy ounce quantity of Bullion subject to such Bullion deal multiplied by the price per troy ounce specified in such Bullion contract. The Market Value of any Bullion Contract at any time shall be equal to the product of the troy ounce quantity of Bullion in subject multiplied by the current market price per troy ounce expressed in US Dollars. 2. Scope of Agreement, Schedule and Standard Terms & Conditions 2.1 SAUDI GOLD EXCHANGE and Customer hereby agree that all Transactions between them shall be governed by this agreement, the Schedule-A appended hereto and the SAUDI GOLD EXCHANGE Standard Terms & Conditions for each transaction; each of which is an integral part hereof and which together constitute a single agreement between SAUDI GOLD EXCHANGE and Customer (collectively, the Agreement ). 2.2 Customer agrees that all transactions effected pursuant to the Agreement shall be subject to the credit and position limits, delivery lines, service and handling charges and / or mandatory deposit rates set forth in Schedule A. SAUDI GOLD EXCHANGE has the right to change such limits, lines and rates on two business days notice to Customer. 2.3 Physical Delivery of bullion in fulfillment of each contract is contemplated by the parties in agreement. 3. Netting of Payments Saudi Gold Exchange Page 1

2 If on any value date, any payment (s) is/are payable by SAUDI GOLD EXCHANGE and Customer to each other or one or more transactions of different commodities i.e. gold or silver respectively are worth exchanging with each other, then (subject to any right to liquidate under clause 4 and clause 1.3 of this contract) the amount payable shall be offset and only the net amount payable on that day shall be paid by the party obligated thereto. For purposes of this Section, all accounts and sub-accounts maintained by SAUDI GOLD EXCHANGE for Customer shall be deemed to be single account. 4. Non-Performance / Liquidation / Closing out 4.1 Notwithstanding any other provision of this Agreement, of any contract, or of any other agreement between the parties, in the event (a) Customer shall (i) become bankrupt or insolvent, however evidenced, or be unable to pay its debts as they fall due, (ii) file a petition or otherwise commence a proceeding under any bankruptcy, insolvency, reorganization or similar law, or have any such petition filed or proceeding commenced against it, (iii) have a liquidator, administrator, receiver or trustee appointed with respect to it or any substantial portion of its property or assets (iv) fail to pay or perform any obligation to SAUDI GOLD EXCHANGE when it is due, whether under the Agreement, under any Contract or otherwise or in case an act of force majeure takes place in the country of Customer s residence (each such event, a default ) then in any such event SAUDI GOLD EXCHANGE shall have the right, without prior notice to Customer and at any time or from time to time thereafter, to liquidate/close out any or all Contracts. The net amount due after such liquidation shall be paid by the close of business, provided that SAUDI GOLD EXCHANGE shall not be required to return any deposits if any transaction remains outstanding or if all of Customer s obligations to SAUDI GOLD EXCHANGE secured hereby are not irrevocably satisfied in full. 4.2 If delivery of Bullion cannot be made because it has become illegal or subject to taxation or SAUDI GOLD EXCHANGE reasonably believes it has or will become illegal or subject to taxation for the party making such payment or delivery to do so or because of any event generally referred to as one of force majeure or act of state, the parties agree that each Contract affected thereby (but no other contracts) may be liquidated as provided in Section No. 4 and the resulting net payment due for all such contracts shall be made within one business day after such liquidation. The parties agree that this section is not a penalty but reflects the intent of the parties that each contract shall be settled at open-market Bullion prices. 4.3 If liquidation occurs, SAUDI GOLD EXCHANGE shall use reasonable efforts to notify Customer by the following business day. Such notice, however, is only advisory, and failure to give such notice shall not affect liquidation or subject SAUDI GOLD EXCHANGE to any liability. 5. Cash Settlement of the trade Both the parties agree that a deal can be settled in cash in such a case where due to whatsoever reason they are unable to arrange physical delivery of the commodity in subject on due date of the contract. The cash settlement will mean here the difference of the market value and trade value as defined in section 1.4 above apart from the commission for the same trade and/or other applicable charges of such trade. 6. Payments / Notices for Payments Saudi Gold Exchange Page 2

3 6.1 All notices, requests and other communications hereunder shall be written and delivered through the or fax and deemed to have been given on the date received, on the date stated in the return mail receipt if sent to the respective party s ids set forth in the agreement. 6.2 All payments under this Agreement or under a Contract (a) if of US Dollars, shall be made to the bank account in Dubai City in equivalent amount in local currency or any other city designated by the party receiving payment, and (b) if of Foreign Currency, shall be made by wire transfer of immediately available funds to the bank account in the major financial centre in the country in which that Currency is legal tender, designated by the party receiving payment, provided each such bank designated by Customer must be acceptable to SAUDI GOLD EXCHANGE. Each party shall promptly advise the other of the appropriate bank account whenever it is to receive payment, but each party may in lieu thereof designate standing payment instructions from time to time. 6.3 Customer agrees that SAUDI GOLD EXCHANGE does not take any instructions from client to make a third party transfer on behalf of its customer and neither can accept the funds from the customers coming in from other than customer s own registered bank account in case of a wire transfer or a cross cheque. 7. Extraordinary Events. Customer shall have no claim against SAUDI GOLD EXCHANGE for any loss, damage, liability, cost, charge, expense, penalty, fine or tax incurred or sustained by Customer and caused directly or indirectly by: 7.1 governmental, court, exchange, regulatory or self-regulatory restrictions or rulings 7.2 Stoppage or delay of the online trading, or any issues concerned with the malfunctioning of data feed / feeds and or online software, malfunction of any nature in trading software or hardware in use. 7.3 Delay or inaccuracy in the transmission or reporting of orders due to a breakdown or failure of transmission or communication facilities, or 7.4 Any other cause or causes beyond SAUDI GOLD EXCHANGE s control 8. Customer Representations, Warranties and Agreements Customer represents and warrants to and agrees with SAUDI GOLD EXCHANGE that: 8.1 Customer has full power and authority to enter into the Agreement and to engage in the transaction and perform its obligations there under and contemplated thereby and (i) if a corporation, is duly organized under the laws of the jurisdiction set forth in the accompanying New Account Application or (ii) if a partnership, it duly organized pursuant to a written partnership agreement and the general partner executing this Agreement is duly authorized to do so under the partnership agreement. 8.2 The Customer Information contained in KYC forms is true, correct and complete. Customer agrees promptly to notify SAUDI GOLD EXCHANGE in writing if any of the warranties and representation contained in these forms becomes inaccurate or in any way cease to be true, complete and correct. 9. Miscellaneous Saudi Gold Exchange Page 3

4 9.1 In the event that any provision (or portion of a provision) of the Agreement is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, the remainder of the Agreement (and of such provision) shall not be affected except to the extent necessary to delete such illegal invalid or unenforceable provision (or portion thereof), unless the deletion of such provision (or portion thereof) shall substantially impair the benefits of the remaining portions of the Agreement. 9.2 Any conflict or dispute between the parties hereto arising out of this agreement shall first be discussed and settled amicably between them. In the event of the parties hereto failing to reach an amicable settlement in respect of any such conflict or dispute within one week from the date of the first objection letter, then the matter shall be referred to Authority of Law in Kingdom of Saudi Arabia who will appoint an arbitrator to resolve the dispute between the two parties This agreement and the arbitration procedures shall be governed and construed in accordance with the English laws and shall be conducted in English language. 9.4 This Agreement may be terminated on five (5) business days prior written notice by one party to the other, but such termination shall not affect any Contract outstanding at the time such termination is effective, which shall remain subject to the terms and conditions of the Agreement until all outstanding obligations are performed or liquidated. Schedule A: The client agrees to trade with the company on the below mentioned rates of commission and required deposit rates. The client further agrees that the company has a right to revise such rates any time after serving a two working days prior notice. Commission Gold $ Mandatory Deposit % Commission Silver$ Mandatory Deposit % Service Charges Schedule consisting of delivery and handling charges of the commodities will be sent with account confirmation upon activation of trading account. Special instructions from client related to authority to operate this account (if any): Saudi Gold Exchange Page 4

5 EXECUTED by the parties/authorized representative(s): Name Signatures Title: Date For Saudi Gold Exchange Name Signature: Title: Stamp: Date Dubai, United Arab Emirates Risk Disclosure: Trading in bullion is not suitable for many members of the public. Before you sign a Bullion Trading Agreement with Saudi Gold Exchange you should consider carefully whether such trading is appropriate for you/your company, in light of your experience, objectives and financial resources. Below are the potential risks associated to this trading that Saudi Gold Exchange considers material and advises every client to take into account before starting it. You are requested to read and sign the statement and return a copy of it to Saudi Gold Exchange. System Availability: Saudi Gold Exchange's computerized machinery, which is accessed by the Client via internet, might become inaccessible for periods of time due to whatever reason on both sides. This could prevent the Client from executing a transaction which he/she/it would otherwise have made. System or component failure may result in the loss of orders or order priority. Although the client can leave orders Saudi Gold Exchange Page 5

6 with the dealer on recorded telephone lines yet have a chance to miss the desired price level or priority. This risk is not a Saudi Gold Exchange s responsibility. Identity Theft: If the Client s Trading Account number and password are compromised, the Client is at risk of unauthorized access to such account. The most serious risk arising from the theft of a password are (i) loss of privacy and (ii) the entering of mischief orders on trading platform. Thus Saudi Gold Exchange advises the client to keep these passwords within your access only. Saudi Gold Exchange does not take any responsibility of mishandling of your account unless the breach of such privacy is its error. Disastrous Data Loss: Saudi Gold Exchange's system contains data in electronic form which could conceivably be lost in a wide spread and catastrophic machinery failure. Saudi Gold Exchange operates a redundant machinery policy which means that every component of its data storing capability is protected by both local and remote data duplication. The likelihood of a simultaneous loss of all data copies is extremely low. However, in addition to this the system prints out a complete system balance once a week, sends an encrypted copy to remote data vaults, and during each week logs in paper format all transactions, ensuring that data loss is a temporary inconvenience, not a disaster. Moreover the Client can save the published reconciliation of the account/property on his/her/its own computer, thereby duplicating that part of the records which relates to the Client s own property. Loss limiting Orders or Strategies: Placing orders, such as a STOP-LOSS order, intended to limit losses to a predetermined amount, may not achieve their purpose because of market conditions, such as high volatility or lack of liquidity, may make it impossible for your order to be executed on your desired rates. In such case the losses/damages to your account will be entirely your responsibility. Name of the Account Holder Signatures Date: (D/M/Y) Saudi Gold Exchange Page 6

7 PROSPECTIVE CLIENT PROFILE / KYC COVERSHEET For Regulated Financial Organization/ Corporation/Foundation/ Charity Firm BusinessName Type of Business Regulated By Address: Phone(s) Fax Valid Trade License No. Owners Name Bank Account Information: Bank Name Account No: Title of Account: Brach Address City Country SWIFT Code IBN Information of the Authorized Personnel: 1-Name Passport No. Relation with the Firm Valid ID No. Contact No(s) Fax Address 2-Name Passport No. Relation with the Firm Valid No. Contact No(s) Fax Address Saudi Gold Exchange Page 7

8 3-Name Passport No. Relation with the Firm Valid ID No. Contact No(s) Fax Address Information Supplied by: (Signatures) Name 4-Name Passport No. Relation with the Firm Valid ID No. Contact No(s) Fax Address Information Supplied by: (Signatures) Name Date: Saudi Gold Exchange Page 8