Standard Agreement for the Provision of Trading, Settlement, Clearing and Central Depository Services
This Agreement is made on.........................
Between:
1-......................................., whose address is at........................ (the Client)
and
2-......................................., whose address is at........................ (the Broker)
Whereas:
I- The Client wish, from time to time, to deposit, purchase, sell or perform any of the other transaction on the securities listed on the Bahrain Stock Exchange and would like to appoint the Broker to provide settlement, clearing and central depository services associated with the execution of sale and purchase transactions
II- The Broker accepts such appointment to provide settlement, clearing and central depository services in accordance with the conditions and terms of this Agreement.
NOW, it is hereby agreed
1-..................................................
In this Agreement:
"Securities" means shares and debentures issued by Bahraini joint stock companies, bonds and notes issued by the Government or any public institution or any other Bahraini or non-Bahraini securities approved for trading by the Exchange Board of Directors.
"Deal" means the completion of execution of sale or purchase order of securities
All terms and expression used in this Agreement shall be interpreted in accordance with the provisions of the Exchange Law and Internal Regulations.
1- Representations and warranties by the Client
The Client represents and warrants that:
i) For individuals: he has attained majority (21 years) and has the required legal capacity to perform all obligation imposed on him.
ii) For Companies: that it has the required legal status and the authority to enter into this Agreement and perform its obligations there under and that the person signing this Agreement and the person who will issue instructions to the broker are duly authorized to carry out these acts.
2- Acknowledgements by the Client
i) The Client confirms his knowledge of the nature and requirements of dealing in securities and the risk involved in dealing with securities which may result in an unexpected losses and that he is prepared and financially capable to bear the losses which may result there from, unless such losses are due to the negligence or default of the broker or his non-compliance with the orders and instructions issued by the client or to violations committed by the broker to the laws and regulations applicable to the Exchange.
ii) The client hereby authorize the broker and unless otherwise notified in writing, to act in compliance with orders and instructions issued by the client or by his duly authorized representation and the broker hereby confirms that he will comply with such orders and instruction and will all documents signed by the client or his authorized representative.
3- Clients' Orders and Instructions
1- Where the client resolves to open a securities account and deposit such securities with the broker or enter into any deal or issue instruction with respect to any deal, the client shall issue his orders and instructions to the broker in this respect by facsimile, electronic mail or through the telephone and shall state the investor's number and the relevant securities account number.
2- The broker may for the protection of either party record in a tape the orders and instructions received from the Client through the telephone so that such recording may be used in any potential dispute between the Client and the broker.
3- Where orders and instructions are made by facsimile, electronic mail or telephone the message should be signed by the Client and the signed original should be promptly sent to the broker by urgent or hand delivery.
4- The Client shall inform the Broker of all details of the service or deal which he wish to perform in though the Broker.
5- The Broker may, at his own discretion, refuse to carry out any orders or instruction prior to the receipt of written confirmation signed by the Client or his authorized representive.
6- No correspondence addressed by the Client to the Broker is deemed valid or binding on the Broker until effectively delivered to the Broker and is in compliance with the Exchange Laws and Regulations.
7- The Broker shall act on behalf of the Client in compliance with the order and instructions received from the Client. The Broker shall verify the identity of the Client and the accuracy of the orders and instructions received from him and shall exert all efforts to carry out such orders within the shortest possible time in compliance with the BSE prevailing laws and regulation and the provisions of this Agreement.
8- The Client recognizes that the market situation is volatile with respect to the prices of securities and may require the Broker to contact the Client before executing the orders and instructions issued to him and the Broker shall execute such orders and instructions in accordance with the last instruction issued by the Client.
The Broker is not obliged to contact the Client in the event of the above mentioned changes. However, if the Broker resolves to contact the Client and was unable to do this due to the Client absence, failure in the communication system or for any other reason the Broker may act in accordance with orders and instructions issued to him or suspend execution of such orders and instruction, at his discretion, where the Broker deems that the situation in the Exchange requires such suspension and the Broker shall not be liable for any losses sustained by the Client as a result thereof.
4- Settlement and Clearing Services
1- The Broker shall not commence carrying out the Clients' order to sell any securities unless the Clients' account has sufficient balance of securities to complete the sale order.
2- If the deal relates to purchase securities the ownership of such securities and the entry in the Clients' account shall be effected upon the payment of its value in accordance with the settlement, clearing and central depository regulations applicable to the Exchange.
3- Subsequent to the execution of the Clients' order the Broker shall send a written notification to the Client as soon as possible throw communication means unproved by the Exchange
4- The Client acknowledges that the Broker, in providing the settlement, clearing and central depository services in accordance with the provisions of this Agreement shall be acting s a commission agent or mediator on behalf of the client and that as a matter of principle the broker is not authorized o exercise any discretion in carrying out the Clients' order and shall comply with the express orders and instructions of the Client. Accordingly, the Client responsible for all consequences resulting from the execution of deals conduced for his account caused by the fluctuations in the prices or any other reasons beyond the control of the Broker.
The Broker may deal in the Clients securities in accordance with the Securities Account Management Agreement without receiving any orders or instructions from the Client where the Broker is authorized to do this in accordance with the provision of Resolution No.2/1995 and in such event, the Portfolio Management Agreement between the Client and the Broker shall be deemed to constitute an integral part of this Agreement and shall be attached to it.
The Broker may deal in the Clients securities in accordance with the Securities Account Management Agreement without receiving any orders or instructions from the Client where the Broker is authorized to do this in accordance with the provision of Resolution No.2/1995 and in such event, the Portfolio Management Agreement between the Client and the Broker shall be deemed to constitute an integral part of this Agreement and shall be attached to it.
5- The Broker shall book keep the records required for the record of all orders, instructions, transactions and deals performed by the Broker for the account of the Client recorded by the date and time in the manner determined by the Exchange and such records shall be subjected to supervision and control.
6- Commission
The shall pay to the Broker, in consideration for the services provided by this Agreement the amount of fee, mutually agreed by the parties.
7- Information and Advices
1- When providing advices to the Client, the Broker shall depend on information and data derived from reliable sources and shall furnish such advices and information in good faith and for the benefit of the Client.
2- The Client aggress to the following:
a- Any recommendations, information or advices received from the Broker about the securities' market is deemed to be a mere opinion which is liable to be inaccurate or incomplete despite the fact that it my be obtained from reliable sources as deemed by the broker.
b- That the Broker does not provide confirmation or guarantees with respect to the consequences of advices provided by him and that the Broker shall not be responsible for the accuracy or scope of such of such advices or the dependence of the Client thereon and the Client confirms that while he may take such advise into account he will take the final decision based on his own judgment.
8- Undertaking of the Client.
The Client undertakes to:
1- bear any losses resulting from deals concluded for his account and the Broker shall not be considered responsible for these losses unless such losses are the direct result of the Broker's negligence or default.
2- bear all losses resulting from errors which may be included in the correspondence and communications made through the telephone, facsimile or electronic mail unless such losses are the direct result of the Broker's negligence or default.
3- bear the responsibility for any deal or transaction properly performed by the Broker upon the orders and instructions of the Client and should the Client default in satisfying any obligation towards the Broker under this Agreement or under the Bahrain Stock Exchange Law the Client undertakes to compensate the Broker for any obligations born by the Broker as a result of the Client's failure, default or omission.
9- Broker's Responsibilities
1- The Broker shall bear all losses or obligations resulting, directly or indirectly from his malpractice or negligence in the execution of orders issued to him by the Client. However, the Broker shall not be liable for the acts of any third party associated with the performance of this Agreement.
2- The Broker shall not be responsible towards the Client for any losses or obligations which is the direct result of the bankruptcy, insolvency or liquidation, or the placing under judicial custody of any issuer of securities or any broker or member of the settlement, clearing and Central Depository System or of any other party associated with the performance of this Agreement.
10- The Right to object to withdrawal or transfer of Securities.
The Broker may, in order, to ensure satisfaction of the obligations due from the Client object to the withdrawal or transfer of the securities deposited with him in the Clients account to any other account and the Broker may resell such securities. However, such sale may only be conducted after obtaining the consent of the Exchange to the sale, in accordance with the provisions of Resolution No. 3/2000 on the Settlement, Clearing and Central Depository Rules.
11- Correspondence
1- All correspondence, reports, statements and notices shall be sent to the Client at his address as stated in this Agreement.
2- The Client shall send all correspondence and instructions to the Broker at his address as stated in this Agreement.
12- Term and Termination
The Parties may renew the term of this Agreement provided that such renewal shall come into effect from the date of signature thereof by both Parties. Either Party may, only terminate this Agreement by a three month written notice from the date thereof. All rights and obligations resulting from the performance of this shall continue to be valid and enforceable.
13- Joint Liability
Where the Broker companies more than one person they shall all be, jointly and severally liable for the satisfaction of the obligations resulting from the application of the provision of this Agreement.
14- Force Majeure
The Broker shall not be liable to the Client for any default, omission or breach of this Agreement, which is due to force majeure or to any unforeseeable external cause such as natural disasters, war, strikes and civil disobedience etc.
15- Severability
In the event that any provisions contained in this Agreement are found to be invalid, unlawful or unenforceable to any extent by any law, resolution or court decree the remaining provisions of this Agreement shall continue to be valid and enforceable.
16- Notices
Any correspondence or other communication between the Broker or the client shall be sent by telephone, facsimile or electronic mail (as the case may be) at the address shown below or such other address notified from time to time in writing to the other party:
Client
Address.......................
Telephone...................
Fax............................
Electronic mail.............
Broker
Address......................
Telephone...................
Fax............................
Electronic mail.............
17- Amendment of the Agreement
No variation of this Agreement shall be valid unless it is mutually agreed, in writing and notified to the Exchange. However either party may terminate this Agreement if the other party does not agree to his proposed amendments within 14 days from the date of notification thereof.
18- Law & Jurisdiction
1- This Agreement shall be governed and construed by the laws of the state of Bahrain.
2- Any dispute arising between the parties in respect of trading in securities or performance of this Agreement shall be resolved in accordance with the provisions of Chapter 7 of the Exchange Internal Regulations.
Signed by:
Investors No.
(Client)............................... Signature..........................
Account No.
Type of Account..........................................
Account No.
Type of Account.............................................
(Broker).................... Name............................ Signature.....................