A. GENERAL TERMS
How do these General Terms work:
This section together with Section C (Glossary) will apply to you if you have an Account or have obtained a Service from Nuqi Global Limited (“Nuqi”).
1. Regulatory position
Nuqi is licenced and regulated by Financial Services Commissions and subject to regulation, supervision and control of Financial Services Commissions. Nuqi’s registered office address is Mayer Street ,7A Port Louis, Mauritius. Nuqi conducts its activities in compliance with principles of Islamic Shariah as determined by Fatwas issued by the Shariah Advisor of Nuqi.
2. Our Relationship
2.1. What documents govern Nuqi’s relationship with you?
(a) These terms and conditions (“General Terms”) govern the relationship between Nuqi and any natural or legal person who opens an Account or avails a Service from Nuqi (the “Customer”).
(b) In addition to the General Terms, (i) the Accounts may have different features relating to the eligibility for, use of and conditions applicable to each Account (such as minimum balance, Profit rate or return, fees and currency denomination) as set out on the Website or brochures and materials provided by Nuqi; and (ii) a Service may be subject to additional terms and conditions specific to that particular Service and/or platform as notified by Nuqi through the Website or other electronic methods (together the “Special Features”)
(c) These General Terms, each applicable Key Facts Statement (as amended or replaced from time to time) and the applicable Special Features (as amended or replaced from time to time) apply to your legal and contractual relationship with Nuqi.
(d) By submitting an application to open an Account or effecting a transaction on an Account, or requesting or using a Service, you will be deemed to have read, understood and accepted these General Terms, the applicable Key Facts Statement and the applicable Special Features and to have agreed to be bound by them. You will also be bound by these General Terms, any Key Facts Statement or any Special Features (including future amendments) by agreement through any electronic or other method of acceptance prescribed by Nuqi from time to time.
(e) To the extent there is any conflict between these General Terms, any Key Facts Statement and any Special Features, the relevant Special Features will prevail.
(f) These General Terms, each applicable Key Facts Statement and each applicable Special Feature, will be binding on your heirs, successors and permitted assigns and permitted transferees.
(g) You understand and agree that Nuqi may and is authorised to engage in all internationally accepted banking practices to provide the Services. It is important that before deciding to enter into these General Terms, you should consider seeking independent financial, taxation, Shariah and legal advice.
2.2. What should you do if you do not understand something in these General Terms?
(a) If something in these General Terms is not clear, you should review Section C (Glossary) at the end of these General Terms. For example, if you see words starting with capital letters or abbreviations/acronyms you are not familiar with, then you should check the meaning of such words in Section C.
(b) If you have any questions on these General Terms, any Special Features, any Key Facts Statement or on any Account or Service, you should refer to the Website. You can also contact Nuqi on the contact details specified on the Website.
3. Changes to General Terms and Special Features
3.1. Can Nuqi make changes to the documentation governing our relationship?
(a) Nuqi may vary or replace these General Terms, any Key Facts Statement and any Special Features by notice to you through the Notification Channels in accordance with Applicable Law.
(b) Any amendment or replacement will be effective from the date specified by Nuqi.
(c) By continuing to access or operate an Account or use a Service, you will be deemed to have accepted the General Terms, Key Facts Statement applicable to that Account or Service as in force at the relevant time and Special Features applicable to that Account or Service as in force at the relevant time.
3.2. What if you do not agree to the changes?
If Nuqi varies these General Terms, any applicable Key Facts Statement and any applicable Special Features and you: (a) do not agree to such changes and (b) notify Nuqi within thirty (30) days of notice of such change being given to you, you may request the closure of the affected Account or termination of the affected Service. Provided no outstanding liabilities are due to us, such request may be made without charge.
4. Availability of Accounts and Services
4.1. What do you need to do to open an Account or use a Service?
(a) The opening of any Account and availability of the Services will be at Nuqi’s sole and absolute discretion. Nuqi may refuse to open an Account or provide a Service. Nuqi will endeavour to provide its reasons for any such refusal or discontinuation where permitted under Applicable Law.
(b) Nuqi may impose such eligibility criteria and conditions on any account or service as it deems appropriate from time to time, and may change such criteria and conditions at its discretion. Subject to Applicable Law, Nuqi may convert an Account into a different type of Account or modify a Service, at any time, for whatever reason. Nuqi will notify you through the Notification Channels prior to making such changes in accordance with Applicable Law.
(c) You must complete, submit, sign and/or accept all forms, mandates, schedules, documents and agreements required by Nuqi in relation to an Account or Service, in form and substance acceptable to Nuqi.
(d) Any Service made available to you is personal to you, except in cases where you are acting on behalf of a minor.
4.2. Can Nuqi restrict availability of and access to an Account or Service?
Nuqi and its Affiliates will use reasonable efforts to ensure the availability of and access to Accounts and Services, including an Electronic Banking Service in accordance with these General Terms. However, subject to Applicable Law, Nuqi may in its sole and absolute discretion at any time close, delay, restrict, terminate, cancel, limit, suspend or withdraw the availability of any Account or Service in whole or part, temporarily or permanently.
5. Nuqi Charges and Fees
5.1. What are Nuqi’s Charges and Fees?
Our Charges and Fees are
1. Custody Fees (AUM based) 0.30% p.a
2. Transaction Fees 0.50% BUY & Sell
You will be liable for and must pay all Charges and Fees.
5.2. How are the Charges and Fees settled?
(a) Nuqi is authorised to debit any Account held by you with Nuqi for any Charges and Fees (including any service charge) and any applicable taxes, duties, expenses, legal charges, or other instruments or orders and Profit or fees in debit balance.
(b) Please also see Section A Clause 28 in relation to Nuqi’s right of set-off.
5.3. Can Nuqi vary the Charges and Fees?
(a) Nuqi may, at any time, vary the Charges and Fees by notice to you through the Notification Channels in accordance with Applicable Law.
(b) By continuing to access or operate an Account or use a Service, you will be deemed to have accepted the Charges and Fees applicable to that Account or Service as in force at the relevant time.
5.4. What are Nuqi’s rights if you do not pay the Charges and Fees?
(a) If you do not have sufficient funds in your Account to pay any Charges and Fees, Nuqi will have a right to place a block on your Account and to debit your Account and pay such Charges and Fees from any funds credited to the Account.
(b) Nuqi may exercise its right of set-off in accordance with Section A Clause 28.
(c) Nuqi will be entitled to notify a credit reference agency of your default. This may negatively affect your credit-worthiness with Nuqi and other banks in the future.
(d) Nuqi may also take other enforcement actions against you and you may be contacted by Nuqi or Third Party debt collection agencies engaged by Nuqi to act on its behalf for debt collection purposes.
5.5. Are you liable for VAT?
(a) Unless expressly specified or agreed otherwise by Nuqi, all amounts (including any Charges and Fees) stated as being due from you to Nuqi under these General Terms are exclusive of VAT. Unless expressly specified or agreed otherwise by Nuqi, where Nuqi makes a taxable supply or deemed supply of goods or services to you, the payment or other consideration for that supply will be exclusive of all VAT and you will pay the VAT in addition to and at the same time as the payment or other consideration, or if earlier when the supply is made, and Nuqi will provide a valid VAT invoice or other documentary evidence in the form prescribed by Applicable Law
(b) Where you are required by Applicable Law to account for VAT under the reverse charge mechanism or otherwise to the relevant tax authority, and Nuqi is not liable to account for VAT on the supply to you, for example on a supply of goods or services which involves more than one jurisdiction, you will provide your relevant non-UAE VAT identification number to Nuqi and will account for all VAT due in the relevant jurisdiction, and no VAT will be due to Nuqi in addition to the consideration.
(c) Where you have agreed to pay, repay or reimburse any charges and fees of Nuqi in connection with goods or services provided by Nuqi to you under these General Terms, other than where it gives rise to a taxable supply by Nuqi, you must also reimburse Nuqi for any part of such actual cost (excluding cost of funds), fee, charge or expense (or proportion of it) which represents VAT, save to the extent that Nuqi notifies you that it is satisfied that it will be entitled to credit or repayment in respect of such VAT from the relevant tax authority.
(d) Where these General Terms allow for suspension or termination where you fail to pay or delay in paying what is due to Nuqi, this will include failure to pay or delay in paying the VAT in addition to the consideration when due in accordance with these General Terms.
(e) Where the consideration for any taxable supply of goods or services is subsequently adjusted including (without limitation) on a termination of these General Terms, Nuqi will make all appropriate adjustments to the VAT including the repayment of VAT, the further payment of VAT and the issue of any credit note or further VAT invoice valid for VAT purposes.
(f) If Nuqi is uncertain about the VAT implications of any taxable supplies of goods or services pursuant to these General Terms or the relevant tax authority determines that Nuqi’s treatment of VAT on such taxable supplies is incorrect in any respect, you and Nuqi will use all reasonable endeavours to cooperate and reach agreement with each other and with the tax authority, keeping each other fully informed, and make all appropriate adjustments.
(g) You should understand that you will need to promptly provide Nuqi with all information it requires or requests to comply with its VAT obligations arising from these General Terms.
(h) You should understand that you have no recourse to Nuqi in any way whatsoever for any error or failure by Nuqi in relation to VAT, including without limitation:
(i) where Nuqi is subject to a VAT ruling(s), determination, announcement or generally accepted practice in connection with any taxable supplies made under these General Terms.
(ii) where Nuqi has assumed that it can recover input VAT and (for whatever reason) and this assumption is subsequently held to be incorrect or invalid; and/or
(iii) where Nuqi’s treatment of VAT in respect of any claim for payment made in respect of any taxable supplies made under these General Terms is subsequently held to be incorrect or invalid.
6. Bank and Customer Communications
6.1. How do we communicate with each other?
(a) In respect of any notification or communication to you, including service of any notice or demand, Nuqi may use the Notification Channels or such other form of notification used by Nuqi from time to time (including any electronic methods).
(b) Unless Nuqi agrees or advises you otherwise, any notification or communication to you, including service of any notice or demand, is deemed to be validly given:
(i) where it has been sent by post to your address on record, on the second Business Day after the day of posting;
(ii) where it has been sent by courier to your address on the record, on the day upon which the courier company confirms delivery;
(iii) where posted on the Website, on the day upon which such posting comes online; and/or
(iv) where it is sent by any Electronic Channel, on the day of sending.
(c) In respect of any notification or communication to Nuqi, you must send such communication (i) to the contact details set out on the Website or any other contact notified to you; and (ii) in writing, or if permitted by Nuqi, by fax, secure messaging or electronic instruction.
(d) Any notification to Nuqi will only be deemed to be given when actually received by Nuqi.
6.2. What risks do you need to be aware of when sending or receiving communications through an Electronic Channel?
(a) While Nuqi will take all reasonable steps to ensure that your transactions are secure and all communications between you and Nuqi are private and confidential, you acknowledge and agree that Electronic Channels such as telephone, mobile, fax or internet may not be entirely reliable, secure and/or confidential means of communication.
(b) If you choose to communicate and/or receive communications through such means, except in circumstances where Nuqi’s liability cannot be limited or excluded under Applicable Law, it is entirely at your own risk. Accordingly, except to the extent Nuqi’s liability cannot be limited or excluded under Applicable Law, neither Nuqi nor its Affiliates will be responsible for any liability arising from:
(i) generating, delivering, managing and/or receiving any communication or notification conveyed by telephone, mobile, fax or internet or Approved Third Party Channel;
(ii) errors or delays in the transmission of any communication or notification or any unauthorised alteration, usage or manipulation of the information contained in them or otherwise caused as a result of their delivery;
(iii) viruses arising from any electronic or other communications; and/or
(iv) any unauthorised access by, or disclosure of confidential information to, Third Parties as a result of the receipt or delivery of data via the means described in this Clause 6.2.
7. Customer Information
7.1. What information does Nuqi require from you?
(a) To open an Account or avail a Service you must provide all information requested by Nuqi from time to time. If you do not provide the requested information, your Accounts or Services availed by you may be temporarily blocked.
(b) You must promptly inform Nuqi in writing of any change in your information on an ongoing basis, including but not limited to:
(i) providing copies of your renewed passport, residency visa or other identification documents when issued;
(ii) notification of any change of address;
(iii) notification of any change in circumstances which affects your tax residency status;
(iv) notification of any change in your residency; and
(v) such other information requested by Nuqi.
(c) You agree to provide Nuqi with any information (including declarations, certificates, documents, details of any special ruling or treatment applicable to the general nationality or category of person to which you may belong) which Nuqi may request (or which may otherwise be required) in connection with any tax, tax status or other applicable reporting requirements.
(d) If Nuqi requires any documentation to be notarised or if any legal opinion is required in the sole and absolute discretion of Nuqi, all related costs will be your responsibility.
7.2. What are your information obligations?
(a) You must ensure that, when providing such information to Nuqi, it is true and correct in every respect, not misleading in any way, and contains all material information relevant to the subject matter of the request in form and substance satisfactory to Nuqi.
(b) Should any information previously provided by you become inaccurate or incomplete, you must promptly notify Nuqi. Any change shall only be effective when actually received and accepted by Nuqi.
8. Customer Identification
8.1. How will Nuqi verify your identity?
(a) Nuqi may use any means to identify you and verify your identity, including without limitation, Biometric Identification.
(b) You agree to the use of such means and understand that any instruction that has been verified through such means will be binding on you.
(c) You consent to the collection and use of biometric data (including without limitation your unique biological and behavioral characteristics, such as your voice, face, iris print, hand, gait, signature and fingerprint, which can be used to validate your identity) by Nuqi, as permitted under Applicable law.
9. Customer Instructions
9.1. How do you give instructions to us?
(a) You may submit instructions to Nuqi via any Electronic Channels acceptable to Nuqi. In providing such instructions, you authorise Nuqi to act on such instruction. Nuqi is entitled (but not obliged) to act upon or rely on any instructions and hold you solely responsible and liable. Nuqi will not be obliged to process any instruction until it has received all such information as it requires from you.
(b) You should understand that Nuqi is not obligated to verify the authenticity or validity of any instructions. Nuqi may delay or refuse to carry out an instruction if Nuqi has any concerns about the content, validity or authenticity unless this is resolved to Nuqi’s satisfaction. Any instruction that has been verified by a security measure approved by Nuqi will be considered conclusively to have been given by you.
9.2. Are there any scenarios in which Nuqi will not act on your instructions?
(a) Nuqi will not act on an instruction if, in its absolute opinion, acting on such instructions may result in a breach of any Applicable Law or any economic, financial or trade sanctions or embargo or Nuqi’s internal policies or procedures.
(b) You are solely responsible for the accuracy of all of your instructions (including instructions sent by the Authorised Users) to Nuqi. Nuqi is not liable for any error, omissions, mutilation, interruption or delay occurring in the transmission of such instructions.
9.3. Can you stop or vary an instruction?
After an instruction has been submitted, Nuqi may not be able to process a request for the cancellation, reversal or amendment of a prior instruction.
9.4. What else should you know about giving instructions to Nuqi?
(a) All instructions received by Nuqi on a Business Day will be subject to cut-off times and daily limits prescribed by Nuqi from time to time and disclosed to you in accordance with Applicable Law. Nuqi may change such cut-off times and daily limits by notifying you in accordance with Applicable Law. All instructions received on a non-Business Day or after the cut off times as determined by Nuqi, shall be actioned on the next Business Day.
(b) All payment orders and exchange operations undertaken by Nuqi on your behalf are at your sole risk and expense.
10. Delegation of Authority
10.1. Can you delegate the management of your relationship with us?
(a) You may designate Authorised Users with authority to operate Accounts, use Services and give instructions on your behalf. You must complete all forms and submit all other documentation, including without limitation a power of attorney, required by Nuqi for this purpose. The application and acceptance of any power of attorney by Nuqi will be in Nuqi’s sole and absolute discretion and in accordance with Applicable Law.
(b) You understand and agree that any actions taken or instructions provided by an Authorised User will be deemed to have been validly authorised by you and will be binding on you as if such actions were taken or instructions provided by you directly.
(c) You must inform Nuqi, without delay, on an ongoing basis, of any changes in authority or status with respect to the Authoried User(s) you have designated to operate the Account and/or use Services on your behalf.
(d) You understand that Nuqi has the absolute right to exercise its discretion in providing or withholding any information from an Authorised User.
(e) You understand that Nuqi takes no responsibility for the information divulged to an Authorised User and you fully and expressly waive and discharge Nuqi from all liability and claims arising in this regard. You agree Nuqi will not be liable for any loss or consequential damages caused to you by virtue of Nuqi acting on the instructions of an Authorised User.
11. Disputes & Complaints
11.1. How and when should you report unusual transactions on your Account?
You must report any unusual transactions on your Account as soon as possible and no later than thirty (30) Business Days after the date of the relevant transaction in accordance with Section A Clause 6.
11.2. What can you do if you are unsatisfied with any Service offered by Nuqi?
If you are unsatisfied with any Service offered by Nuqi, a complaint can be raised on the Website or by any other means instructed by Nuqi.
12. Severance
12.1. What if part of these General Terms is unenforceable?
Any invalidity, illegality or unenforceability of any provision in these General Terms will not affect or prejudice the other provisions of these General Terms.
13. No Waiver
13.1. What if Nuqi does not exercise a right or remedy against you or delays doing so?
Any course of dealing (including any delay or omission in exercising any right or remedy) by Nuqi should not be construed as a waiver of any right or remedy available to Nuqi and such rights and remedies will continue in full force and effect.
14. Assignment
14.1. Can Nuqi transfer its rights?
Nuqi may transfer, assign and/or novate any of its rights (in whole or in part) in relation to any Account or Service to any Third Party at any time without obtaining your consent. You agree to sign or enter into any agreement or acknowledgment required by Nuqi to give effect to any such transfer, assignment or novation. In such an event, Nuqi will provide you with prior written notice, as per Applicable Law.
14.2. Can you transfer your rights or obligations?
You cannot transfer any of your rights and/or obligations under an Account or Service to any party without the prior consent of Nuqi.
15. Records
15.1. What records does Nuqi keep and how are they used?
(a) Subject to Applicable, Law, Nuqi may, as it determines in its sole and absolute discretion, retain and maintain records electronically or by such other method of storage as may be convenient to Nuqi. Nuqi’s records (whether in paper, electronic or other form) of your dealings with Nuqi, including without limitation communications, statements and transactions, will be conclusive evidence of such dealing and will be binding on you.
(b) Any certificate issued, or decision made, by Nuqi about a matter or an amount payable in connection with these General Terms or any Special Features will be conclusive and binding on you.
(c) You agree that Nuqi may record communications by telephone or any other means between:
(i) you (including your Authorised Users); and
(ii) Nuqi’s employees and representatives.
(d) You waive any right which may entitle you to apply for the auditing or production of the records, other than to comply with an order of a Court or other relevant authority with jurisdiction over Nuqi.
(e) Nuqi will take reasonable care to maintain its records. However, you acknowledge and agree that such records are maintained solely for the benefit of Nuqi and its Affiliates and save for the right to request copies of any document that you have signed or otherwise consented to, you have no rights, proprietary or otherwise in relation to the records.
(f) In the event that Nuqi rejects your application for an Account or Service, you acknowledge and agree that the application and its supporting documents will become part of Nuqi’s records and may not be returned to you.
(g) If your relationship with Nuqi comes to an end for any reason, you agree that, subject to Applicable Law, the Security (as applicable) provided or executed by you, will become part of Nuqi’s records and unless required under Applicable Law, will not be returned to you. Nuqi reserves the right to dispose of any such Security documentation (as applicable) securely by way of shredding or in any other manner, which Nuqi deems appropriate or store it securely in accordance with its policies.
16. Termination
16.1. Can Nuqi terminate any Account or Service?
(a) Nuqi’s offering of any Account or Service under these General Terms is at Nuqi’s sole and absolute discretion and any Account or Service may be closed, suspended or discontinued, in whole or in part, temporarily or permanently at any time, for any reason subject to Applicable Law.
(b) Nuqi will give you reasonable notice of any such closure, suspension or termination in accordance with Applicable Law, except for Third Party Services and where Nuqi closes your Account in accordance with Section A Clause 17.5 below.
(c) Where permitted and practicable under Applicable Law, Nuqi will endeavour to provide its reasons for any such closure or discontinuation.
16.2. How can you terminate a Service?
(a) You may request the termination of any Service offered under these General Terms or request the closure of an Account at any time by giving Nuqi prior notice provided there are no outstanding Liabilities due to Nuqi.
(b) The precise notice period will differ depending on the Service being terminated or Account being closed.
(c) If you choose to close the account within 3 months of account opening a account closure FEES of AED 250 will be charged for the closure.
(d) Dormant account charges AED 100 per QTR.
16.3. How can you close your Account?
(a) You may close your Account if you make a request using the relevant form. There may be additional steps that you have to take in order to close your Account, as may be prescribed by Nuqi from time to time, including paying anything owed to Nuqi on your Account before your Account is closed.
16.4. Can Nuqi close your Account?
(a) Nuqi may close your Account in certain circumstances, including:
(i) if your Account carries a ‘zero’ balance with no activity for ninety (90) consecutive days or more;
(ii) if Nuqi receives an order from a Court or regulatory authority, having jurisdiction in Mauritius, requiring it to do so;
(iii) if Nuqi believes, acting reasonably, that you have acted fraudulently or dishonestly;
(iv) if you are convicted of a crime;
(v) if you are in breach of these General Terms or any other agreement with Nuqi;
(vi) if you do not, upon request, provide Nuqi with any information or documentation relating to you and/or your Account that it is required to maintain in accordance with Applicable Laws and/or Nuqi’s own policies or is otherwise requested by Nuqi;
(vii) if you provide Nuqi with incorrect information;
(viii) where Nuqi considers it necessary to do so, for the prevention of money laundering;
(ix) for prevention of fraud;
(x) if there are any other valid reasons why Nuqi believes it is necessary to do so.
Nuqi will provide you with written notice as per Applicable Law before closing your Account, including reasons for the closure, unless Nuqi is required to close your Account due to any suspected violation of Applicable Law or for prevention of fraud or financial crimes on your Account. Neither Nuqi nor its Affiliates will be responsible for any Liability arising out of the closure of your Account.
(b) You will indemnify and hold harmless Nuqi and its Affiliates against any Liability arising out of the closure of your Account.
16.5. What happens when an Account is closed or a Service is terminated?
(a) Upon closure of an Account or termination of a Service, Nuqi has the right to:
(i) require the immediate settlement of all or any part of your Liabilities that remain outstanding;
(ii) immediately enforce any collateral or security provided to Nuqi and exercise any of its rights in respect of such collateral or security; and/or
(iii) retain any of your assets in Nuqi’s possession until Nuqi is satisfied that all of your Liabilities due to Nuqi are (or will be) irrevocably and unconditionally discharged, in each case, without further notice to you or resorting to any further formal action, whether legal or otherwise.
(b) Closure of an Account or termination of any Service will be without prejudice to any of Nuqi’s accrued rights prior to the date of termination.
17. Survival of Terms
17.1. What happens to your rights and obligations after closure of an Account or cancellation, expiry, or termination of a Service?
(a) The closure of an Account or cancellation, expiry or termination of any Service will not affect any rights or obligations which have accrued prior to such cancellation or termination, or any of these General Terms which are intended (whether expressly or implicitly) to survive cancellation, expiry or termination.
(b) Any provisions relating to or containing disclaimers, limitations on liability, indemnities, disclosure of information, rights of retention and security over any assets, set-off and tax will survive the termination of these General Terms.
18. Intellectual Property
18.1. What obligations do you have in relation to Nuqi’s intellectual property rights?
(a) You understand and accept that any information, publications, marketing materials, software applications, marks or other materials contained in or relating to any Account or Service (including an Electronic Banking Service), howsoever provided including without limitation through Nuqi’s mobile application and Website (“IP Material”) are owned by or licenced to Nuqi. All rights are reserved by Nuqi or its licensors and no proprietary rights or ownership rights vest in you by reason of any permission or access granted to you to use such an Account or Service (including an Electronic Banking Service).
(b) You agree that you will not reproduce, adapt, reverse engineer, decompile, modify, distribute, display, transmit or otherwise exploit any IP Material in whole or in part or permit any other party to do so, or allow access to any other party without the prior permission of Nuqi.
19. Conflict
19.1. Can Nuqi provide Services or carry out transactions when there is a conflict?
(a) The provision of Services by Nuqi under these General Terms is not to be deemed exclusive.
(b) Subject to Applicable Law, Nuqi may, provide Services or carry out transactions with or for you:
(i) in which Nuqi has a direct or indirect interest;
(ii) in circumstances where Nuqi has a relationship with another party which does or may create a conflict with a duty that Nuqi may owe to you;
(iii) in circumstances where Nuqi may act as market maker;
(iv) which relate to the provision of brokerage services to you and/or to any other person;
(v) which involve Nuqi acting as financial adviser, banker or otherwise providing services to an issuer;
(vi) in which Nuqi acts as agent for more than one person; or
(vii) in which Nuqi earns Profits from any of the activities listed above.
(c) To the fullest extent permitted by Applicable Law, Nuqi and its Agents will be entitled, without further disclosure, to accept and retain for its own account and benefit, any Profit, rebate, brokerage, commission, fee, benefit, discount and/or other advantage arising out of or in connection with any Service or transaction.
20. Indemnity
20.1. When do you have to indemnify Nuqi?
(a) You will indemnify and keep indemnified Nuqi and its Affiliates for any claims, demands and actual losses (excluding opportunity loss), damages, liabilities, actions, suits, proceedings, costs (excluding costs of funds) and expenses (including legal and any other professional advisers’ fees) and any other liability of whatever nature or description howsoever arising that Nuqi suffers as a result of any claims brought against it in connection with:
(i) Nuqi opening and maintaining an Account for, or providing Services to you;
(ii) Nuqi acting on or refraining from acting on your instructions;
(iii) your use of or inability to use an Electronic Banking Service;
(iv) your actions which are inconsistent with or in breach of the terms of these General Terms, any Special Features or the Client Agreement;
(v) your violation of any Applicable Law, rule or regulation in connection with an Account or a Service;
(vi) Nuqi’s compliance with any Applicable Law, regulations or agreements/orders with/from tax authorities or any regulatory entity having jurisdiction over Nuqi;
(vii) any delays, suspensions, attachments, holds and/or any resulting unavailability of funds as a result of Nuqi not following your instruction to make any payments due to Nuqi’s obligations under Applicable Law;
(viii) any use or misuse of information provided by you to Nuqi;
(ix) any failure, delay or other shortcoming of any Third Party in relation to any communication with Nuqi;
(x) your (or your Authorised User’s) negligence, wilful misconduct or fraudulent activity;
(xi) any dispute between you and any Third Party in connection with your use of User Verification Data; and
(xii) your failure to observe the security measures under these General Terms, or as otherwise instructed to you by Nuqi from time to time.
(b) All such costs and expenses may be debited from or charged to (as the case may be) your Account and will be payable by you. For the avoidance of doubt, your obligations to indemnify Nuqi and its Affiliates will continue even after you cease to hold an Account. Your obligations to Nuqi will not be affected by any dispute, counterclaim or right of set-off between you and any merchant, bank, financial institution or any other party.
21. Limitation of Liability
21.1. What are the matters for which Nuqi is not responsible?
(a) Nuqi and its Affiliates are not liable for any claims, demands, losses, damages, liabilities, actions, suits, proceedings, costs and expenses (including legal and any other professional advisers’ fees) and any other liability of whatever nature or description howsoever arising out of or in connection with:
(i) any event outside Nuqi’s or its Affiliate’s control including (without limitation) acts of God or other unforeseen circumstances, war, riots, hostilities, terrorist activity, local or national emergency, fire, pandemics, viruses, lockouts, natural calamities, explosions, strikes, Court orders, legal restraints, any change in any law, failure of equipment or software, technical, power, communication or network malfunction or breakdown, impairment of telecommunications systems and communications networks, computer or data processing/storage facilities or any other facilities or services used by Nuqi or its Affiliates (each a “Force Majeure Event”);
(ii) the termination, suspension or disruption of an Electronic Banking Service in whole or part;
(iii) any misuse of the Electronic Banking Services by you where the misuse is a result of failure to implement reasonable security measures and/or otherwise comply with these General Terms; and
(iv) your use of the Services and/or Electronic Banking Services, including where the outcome of processing your instructions is not the desired outcome (for instance, where Nuqi transfers funds on your instruction that are subsequently frozen by the counterparty, Nuqi will have no liability to you and will not refund you the funds in such circumstances).
(b) Nuqi expressly excludes any liability for loss or damage which may be caused to you: (i) while Nuqi is acting in good faith and in compliance with these General Terms and Applicable Law, or (ii) due to your breach of these General Terms, any Special Features or the Client Agreement.
21.2. When will Nuqi be liable to you?
(a) Nuqi will only be liable to you for direct loss which has been finally judicially determined to have been caused by Nuqi’s fraud, gross negligence or wilful misconduct.
(b) Nuqi will not be liable for any indirect loss under any circumstances, howsoever arising including without limitation in relation to an Approved Third Party Channel, technology provider or Third Party vendor.
22. Taxes and Gross Up
22.1. How are payments made to Nuqi?
(a) Your tax matters are solely your responsibility.
(b) Unless expressly provided to the contrary, all amounts expressed to be payable by you are exclusive of any applicable taxes (including but not limited to value added tax (or any equivalent tax)).
(c) Nuqi is authorised to debit any Account with, or otherwise withhold, the amount of any applicable taxes required to be charged or withheld by Nuqi.
(d) If any applicable taxes are paid by Nuqi on your behalf, Nuqi will be entitled to debit your Account for any such amount and/or you must promptly reimburse Nuqi for such payment.
(e) All amounts to be paid to Nuqi must be paid in the currency specified and without (and free and clear of any deduction for) withholding (including on account of any tax), set-off or counterclaim.
(f) All of your payments to Nuqi must be made free and clear of any deduction or withholding unless such deduction or withholding is required to be made by Applicable Law. Withholding tax will be borne by you.
23. Third Party Services
23.1. What should you know about Third Party Services?
(a) Nuqi may refer, or otherwise provide information on, Third Party Services to you.
(b) Third Party Services may be provided subject to the specific terms and conditions of the Third Party providers and may be subject to additional fees, which Nuqi will disclose to you in accordance with Applicable Law.
(c) All Third Party Services will be accepted by you “as is” at your own risk. Nuqi makes no representation and provides no warranty whatsoever, expressed or implied, and Nuqi will not have any liability whatsoever, in respect of: (i) the quality, merchantability, suitability or fitness for any use or purpose of any Third Party Services; or (ii) any offers, representations or commitments made to you by any Third Party providers.
(d) You agree that the role of Nuqi is limited to marketing or making a referral and Nuqi will not be responsible for any liability arising out of your relationship with the Third Party providers of the Third Party Services, including for any negligence, breach of any statutory or other duty, or failure to comply with the terms and conditions of such Third Party Services, by the Third Party provider and/or any other party associated in any way, directly or indirectly, with such Third Party Services.
23.2. What happens if you have a dispute with a Third Party provider?
(a) You expressly acknowledge that you will only have recourse against the Third Party providers and you will have no right of set-off or any other recourse against Nuqi.
(b) If there is any dispute between you and the Third Party provider of any Third Party Service, your obligations to Nuqi will not in any way be affected by such dispute or any opposing claim or right of set-off that you have against such Third Party provider.
(c) You must raise any claims, complaints and/or disputes in relation to any Third Party Services directly with the relevant Third Party providers.
(d) Nuqi will not, at any time, be deemed to be the supplier or issuer of any Third Party Services and unless otherwise expressly stated by Nuqi, Nuqi will not be deemed to be the agent or representative of any Third Party providing the Third Party Services.
24. Set-off
24.1. How can Nuqi exercise its right of set-off?
(a) Nuqi may at its sole and absolute discretion at any time and without notice to you apply any:
(i) sum standing to the credit of your Accounts whether held by Nuqi, or any other entity of the Group, on any of your Accounts or otherwise, (of whatsoever description, whether held singly or jointly, wherever located and in whatever currency such Account is denominated); and/or
(ii) of your other assets in Nuqi’s or the Group’s control including but not limited to Assets, securities, Sukuk collateral, shares, banknotes, coins, gold or other valuables and property of whatsoever nature,
in or towards the discharge of any of the Liabilities due to Nuqi (whether such obligations are actual or contingent, primary or collateral and joint or several).
(b) All set-off mechanics are subject to Nuqi’s Shariah Advisor guidelines.
25. Data Protection and Confidentiality
25.1. How will your personal data be processed by Nuqi?
(a) You should read and familiarise yourself with the Privacy Notice which sets out what information Nuqi collects, how this is used and your rights in this regard.
(b) You understand that Nuqi may hold certain personal information about you, your friend or relative (as provided by you), including, but not limited to, name, home address, and telephone number, date of birth, identification number, salary, nationality, source of funds and job title for the purpose of implementing, managing and administering your Accounts and/or providing the Services.
(c) You consent to the collection, storage, use, and transfer (in electronic or other form) of your personal data by the Group, and Third Parties for the purpose of implementing, administering, and managing your Accounts and making available the Services.
(d) You understand that Nuqi will engage with entities related to Nuqi and Third Parties each of which may be located outside of Mauritius. You permit Nuqi to share your confidential data with such parties outside Mauritius and acknowledge that your confidential data may be accessed under legal proceedings outside Mauritius in some circumstances.
(e) Additionally, subject to Applicable Law, Nuqi may send you marketing information (e.g. newsletters, product information or event invitations) concerning products and services of interest to you, and your personal data may be used by Nuqi to submit offers to you and to provide you with the best possible service.
(f) Your data will be held only as long as is necessary in accordance with Applicable Law.
(g) You understand that you may, at any time, view data, request additional information about the storage and processing of the data, require any necessary amendments to the data or refuse or withdraw the consents, in any case without cost, by notifying Nuqi except to the extent where withdrawal is not permitted under Applicable Law. You also understand that the personal data requested by Nuqi is necessary to provide the Account and Services. If not provided, Nuqi may be unable to comply with its legal and regulatory obligations which may impact the availability of the Account or Services.
(h) You authorise Nuqi and its Affiliates to contact you (or any Third Party whose details you have shared with Nuqi) in relation to your product application(s). You understand that this authorisation overrides any prior communication from you requesting Nuqi not to contact you (by any means) in relation to those products.
26. Confidential Information
26.1. Can Nuqi disclose your Confidential Information?
(a) You understand and agree that Nuqi may disclose, at its sole and absolute discretion, Confidential Information:
(i) to any member of the Group (including their employees, directors, contractors and shareholders) who are under a duty of confidentiality;
(ii) to its professional advisors who are under a duty of confidentiality to Nuqi;
(iii) to any actual or potential assignee or transferee (or any agent or adviser of any of the foregoing) of Nuqi;
(iv) to (or in accordance with the directions of) the Central Bank or any Court, tribunal or regulatory, supervisory, police, tax or other governmental or quasi- governmental authority having jurisdiction over Nuqi;
(v) to any party that provides services to you on behalf of Nuqi as an intermediary;
(vi) to any party that Nuqi reasonably believes to be acting on your behalf including payment recipients, beneficiaries of your Account, nominees, intermediaries, correspondent and agent banks, clearing houses, clearing or settlement systems, market counterparties, profit rate swap or trade repositories, stock exchanges or companies in which you have an interest in securities (where such securities are held by Nuqi for you);
(vii) to any other party to the extent necessary, in Nuqi’s sole and absolute discretion, for Nuqi to provide the Services;
(viii) to any Third Party provider of Third Party Services;
(ix) by way of outsourcing to any Third Party, including overseas entities at Nuqis discretion and in accordance with the Applicable Law;
(x) as may be required by Applicable Law;
(xi) as otherwise specified in these General Terms;
(xii) for the purpose of any legal proceedings outside the Mauritius; and
(xiii) as may be required in order to preserve or enforce any of Nuqi’s rights or remedies against you.
(b) You should also understand that Nuqi may be required by law or by agreement with applicable tax authorities, to report certain information about you (or, in the case of legal persons, your direct and indirect owners or your trustees and beneficiaries) and your relationship with Nuqi, including information about the Accounts and other Services provided by Nuqi to you: (i) to the tax authorities in the country where Nuqi maintains Accounts for you, which may then pass that information to the tax authorities in another country where you may be subject to tax; or (ii) directly to the tax authorities in your country of nationality or residence or other countries where Nuqi reasonably determines or is required to presume you are subject to tax. Where you are not a resident of the UAE, additional terms and conditions may apply as notified by Nuqi from time to time.
(c) You agree to provide any information or documents that Nuqi may require and waive any confidentiality rights applicable under data protection, bank secrecy or similar laws in respect of such information which Nuqi may disclose in accordance with this Clause.
(d) Except in circumstances where Nuqi’s liability cannot be limited or excluded under Applicable Law, neither Nuqi nor its Affiliates will be responsible for any liability in relation to any disclosures made under the circumstances set out in this Clause, or any similar circumstances
27. Sanctions and Regulatory Requirements
27.1. How can your use of the Services be affected by Nuqi’s compliance with sanctions and other regulatory requirements?
(a) You acknowledge and agree that Nuqi is subject to strict legal and regulatory requirements.
(b) Nothing in these General Terms will oblige Nuqi to do, or refrain from doing, anything that might, in Nuqi’s opinion, amount to a breach of any: (i) Applicable Law; (ii) order of any competent Court or other authority having jurisdiction over Nuqi or any member of the Group or you; (iii) duty of care; or (iv) economic, financial or trade sanction or embargo.
(c) You understand that Nuqi may take any measure whatsoever to comply with Applicable Law and this may result in a delay in the carrying out of your instructions or the receipt of cleared funds, including without limitation:
(i) suspending or freezing your Account, blocking your transactions and/or putting your transactions on hold;
(ii) closing your Account;
(iii) suspending or terminating your use of any Service;
(iv) investigating and intercepting payments into and out of any Account;
(v) investigating the source of or intended recipient of any funds;
(vi) making enquiries to establish whether a person is subject to sanctions; and
(vii) reporting any suspicious or illegal activities or transactions to the competent authorities whether in Mauritius or elsewhere.
(d) Nuqi will have no liability for funds frozen or blocked for any reason whatsoever.
(e) As part of its compliance with any Tax Obligations, Nuqi and/or its Affiliates may be required to withhold tax on any payments of US source income, as well as gross proceeds from the sale of securities that generate US source income.
(f) Any payments made to you, or funds held for you, may be subject to withholdings required to be made by, or imposed on, Nuqi or its Affiliates from time to time in connection with your non-compliance with applicable Tax Obligations or breach of the relevant obligations.
(g) No additional amount will be payable to, or held for, you by Nuqi or its Affiliates, to compensate for such withholdings made under applicable Tax Obligations.
(h) Neither Nuqi nor its Affiliates will be responsible for, and you will indemnify and hold harmless Nuqi and its Affiliates from, any Liability: (A) arising out of their compliance with any Applicable Law, any Tax Obligations, agreements with tax authorities, or their own policies; (B) arising out of any failure or shortfall by Nuqi or its Affiliates to comply with their obligations under (A) above, caused by your breach or non-compliance with these General Terms and/or Applicable Law; (C) for any delays, suspensions, attachments, holds and/or any resulting unavailability of funds for not following your instruction to pay due to their obligations relating to the Applicable Law; and/or (D) in connection with any determination that any funds, accounts, or investments constitute US source income or other determinations related to compliance or actions taken to comply with applicable Tax Obligations and that any determination or action taken by Nuqi or its Affiliates, howsoever made will be final and binding upon you.
27.2. What obligations do you have in relation to sanctions and regulatory requirements?
(a) You confirm that you comply with, and undertake to continue to comply with, all applicable legal and regulatory obligations, including (without limitation) those relating to the prevention of bribery, corruption, fraud, money laundering and terrorist activity and the provision of financial and other services to persons or entities which may be subject to sanctions.
(b) You further undertake to Nuqi that:
(i) the monies used to fund your relationship with Nuqi have not been derived and will not at any time derive, directly or indirectly, from illegal activities, including but not limited to money laundering activities, and the proceeds from such relationship will not be used to finance any illegal activities in any jurisdiction whatsoever;
(ii) you are not, and will not become: (i) located or domiciled in any country that is a Sanctioned Country; or (ii) an entity or person with whom dealings are or may be restricted pursuant to Applicable Law;
(iii) you are not and will not in any way be: (i) connected to a person or entity; or (ii) engaged, either directly or indirectly, in commercial activity of any kind with any person or entity, that is located or domiciled in a Sanctioned Country or involved in money laundering or hawala activity, terrorist financing or manufacturing or trading of armaments or supply of parts/chemicals for defence equipment;
(iv) you will not use: (i) any Service; (ii) any funds deposited with Nuqi; (iii) any funds financed, contributed or otherwise made available to you by Nuqi; or (iv) to any other funds resulting from your relationship with Nuqi, for any transaction, either directly or indirectly, with any person or entity located or domiciled in a Sanctioned Country or for any unlawful purposes including but not limited to tax evasion or deemed tax evasion.
(c) You agree to take all such steps as Nuqi may require in order to enable Nuqi to comply with its legal and regulatory requirements as set out above.
28. Governing Law and Jurisdiction
28.1. Which laws govern the relationship between you and Nuqi?
These General Terms, each application form for an Account or Service, each Key Facts Statement and each Special Features, including any non-contractual obligations arising out of or in connection with them, will be governed by the laws of Mauritius save to the extent these conflict with the rules and principles of the Islamic Shariah as interpreted by the Shariah Advisor of Nuqi, when the latter shall prevail.
By opening an Account or availing a Service you agree to be bound by the principles of Islamic Shariah.
It is important that you review the General Terms and any other documents from a Shariah perspective and make your own assessment on the Shariah compliance. You undertake not to object or contest the Shariah compliance of the General Terms or any other documents at any point of time.
28.2. What if there is a dispute between you and Nuqi?
(a) Nuqi and you agree to the exclusive jurisdiction of the Courts of Port Louis, Mauritius to settle any dispute arising out of or in connection with these General Terms, any application form for an Account of Service, any Key Facts Statement and/or any Special Features. The submission to such jurisdiction shall not (and shall not be construed to) limit Nuqi’s right to initiate proceedings against you in the courts of any other competent jurisdiction nor shall the initiation of the proceedings in anyone or more jurisdictions preclude the initiation of proceedings in any other jurisdiction, whether concurrently or not.
(b) The paragraph above is for the benefit of Nuqi only. Nuqi will not be prevented from bringing proceedings relating to a dispute with you in any jurisdiction outside Mauritius (and for the avoidance of doubt, this will include any jurisdiction in which you may be (or have been) registered, incorporated, resident, domiciled or hold assets).
(c) To the extent permitted by Applicable Law, Nuqi may bring, issue, commence or pursue concurrent proceedings in any number of jurisdictions without limitation.
(d) For the purpose of this Clause, you irrevocably agree to submit to the Courts of any jurisdiction where Nuqi chooses to bring proceedings against you and you waive any objection that you may have on the grounds that they are an inconvenient or inappropriate forum.
(e) Irrespective of your place of residence or domicile:
1. you irrevocably agree to accept service of process by any methods selected by Nuqi in its sole discretion (to the extent permissible under Applicable Law) for proceedings in any applicable Court or jurisdiction, which methods will include but will not be limited to service of process by way of:
2. e-mail, fax, registered mail to your address or any other acceptable Electronic Channels;
3. publication in one or more daily newspapers in Mauritius or in your jurisdiction of domicile or residence (as the case may be) or such other jurisdiction as Nuqi deems appropriate; and/or
4. any other forms of communication, notification or publication permitted from time to time under Applicable Law, for service of process,
(f) you consent to process being served by any party permitted under Applicable Law (including, without limitation, by Nuqi itself and/or by any such party on Nuqi’s behalf where the applicable Court has given approval for service of process via such method);
(g) you agree that to the extent permissible under Applicable Law, such service of process will satisfy all requirements to establish personal jurisdiction over you and the applicable Court; and
(h) you agree that, if requested by Nuqi, you will, at your expense, appoint a process agent nominated by Nuqi to accept service of process upon you.
(i) Nuqi may use copies, printouts or electronic versions of fax, e-mail, SMS and other electronic transmissions and data, as well as any of its records, including recordings of telephone conversations between you and Nuqi’s employees, as evidence in any Court, arbitral or other legal proceedings.
(j) You irrevocably waive all immunity (whether on the grounds of sovereignty or otherwise) that you or any of your assets or revenue may otherwise have in any jurisdiction from:
(i) the service of any process against you or your assets;
(ii) any proceedings (whether for an injunction, specific performance, damages or otherwise) that Nuqi may bring against you or your assets;
(iii) any attachment of your assets (whether before or after judgment); and
(iv) any execution of a judgment against you, and, in each case, will ensure that neither you nor any person acting on your behalf will raise, claim or cause to be pleaded any such immunity at or in respect of any such action or proceeding.
B. INVESTMENT SERVICES
This Section will apply to you if you have applied for Investment Services or have an Investment Portfolio Account. This Section must be read together with Sections A (General Terms) and C (Glossary).
1. Provision of Investment Services
1.1. What documents govern your agreement with Nuqi in relation to the Investment Services?
The provision of the Investment Services is governed by these General Terms together with the Investment Services Application Form, Privacy Policy, Schedule of Charges, any power of attorney provided by you authorising a Third Party to provide instructions to Nuqi on your behalf (or equivalent delegation of authority in a form acceptable to Nuqi) and any other applicable product specific agreements/notices/forms/terms and conditions in relation to the Investment Services which read together form our client agreement (the “Client Agreement”). For specific products subscribed by you, the relevant product related terms and conditions shall be binding on you in addition to these General Terms. It is important that you read and understand all documents constituting the Client Agreement. In the event of any conflict between this Section B and any other Section of these General Terms, this Section Bwill prevail in relation to Investment Services.
By executing and submitting the Investment Services Application Form, the Customer engages and expressly instructs Nuqi for the Term: (i) to open and maintain one or more Investment Portfolio Accounts for the purpose of obtaining the Investment Services; and (ii) to provide the Investment Services in accordance with the Client Agreement.
1.2. Who may provide the Investment Services under the Client Agreement?
The Investment Services may be delivered and performed by Nuqi or Nuqi may appoint Agents to deliver and perform the Investment Services and you authorise Nuqi to appoint such Agents as Nuqi may deem fit.
You agree and acknowledge that Nuqi or its Agents may be obliged, pursuant to Applicable Law, including applicable foreign laws and regulations, to identify the owner of investments before entering into a business relationship and you authorise Nuqi to provide, upon request, the relevant information relating to you required by applicable foreign laws and regulations to the Agent.
You agree that Nuqi will arrange to establish and maintain such accounts with such Agents necessary to hold the Assets for and on your behalf. You also acknowledge and authorise Nuqi and/or the Agents (as applicable) to appoint at their sole discretion such other institutions, custodians or nominees, whether within Mauritius or elsewhere, as sub-custodians to hold the Assets as necessary, from time to time, and that Nuqi or its Agents are entitled to replace or change such sub-custodians from time to time.
1.3. What Investment Services will Nuqi provide to the Customer?
Nuqi will only provide the particular Investment Services requested by the Customer from time to time.
1.4. Are there additional agreements that need to be executed for Investments carrying peculiar risks?
If Investment Services relating to Investments carry risks, which are in the view of Nuqi peculiar risks, and which in the view of Nuqi require additional agreements to be entered into by the Customer, the Customer will be required to execute any such additional agreements in order for the Customer to be entitled to avail of such Investments carrying such peculiar risks in accordance with the Client Agreement as supplemented by any such additional agreement.
1.5. What conditions need to be met before Nuqi provides any Investment Services?
Nuqi is under no obligation to deliver any Investment Services unless and until:
(a) Nuqi and any relevant Agent have completed the necessary processes in accordance with Section A, Clause 4.1(d) of these General Terms;
(b) the Customer opens (and maintains) the relevant Account;
(c) the Customer credits to the relevant Account the initial Cash Sum; and
(d) as required, Nuqi receives the necessary approval from its Agents to provide the Investment Services.
2. Term and Termination
2.1. What is the duration of the Client Agreement?
The Client Agreement will commence on the Commencement Date and will end on the Termination Date (the “Term”).
2.2. How do you and Nuqi terminate the Client Agreement?
The Client Agreement may be terminated by either party in accordance with Section A, Clause 17 by providing the other party thirty (30) days prior written notice of termination.
Without prejudice to any other rights of Nuqi, Nuqi has the right to terminate the Client Agreement, including closing your Investment Portfolio Account, without providing any notice to you or obtaining any court order, if you breach the Client Agreement and fail to remedy such breach within seven (7) calendar days of written notice from Nuqi to you to remedy such breach.
For the avoidance of doubt, the closing of your Investment Portfolio Account, will also result in the termination of the Client Agreement.
2.3. What is the effect of termination of the Client Agreement on Nuqi’s and your rights and remedies?
Any termination of the Client Agreement will be without prejudice to any rights and remedies available to you and Nuqi. Termination of the Client Agreement will not affect the validity of any action previously taken by Nuqi, any liabilities or obligations of the parties arising from Investments, transactions or other occurrences initiated before termination of the Client Agreement, or your obligation to pay the fees and expenses of Nuqi in accordance with the Client Agreement.
You should also understand that termination of the Client Agreement does not entitle you to immediately liquidate or receive your Assets. Availability, liquidation or redemption of your Assets will be subject to the terms of such Assets, the requirements of the relevant custodian, nominee or administrator of the Assets, and Nuqi’s right to deliver to you the cash equivalent of the relevant Assets (in lieu of delivery of such Assets) in accordance with the terms of the Client Agreement.
2.4. What actions are Nuqi entitled to take upon termination of the Client Agreement?
Upon receipt of written notice from you to terminate the Client Agreement or on the Termination Date (whichever comes first), Nuqi is entitled to cease performance of the Investment Services and to cease any further Investment in the Assets. Transactions initiated by Nuqi or its Agents on your behalf prior to the Termination Date will be concluded in an orderly fashion in accordance with these General Terms as determined by Nuqi in its sole and absolute discretion, including the completion of any irrevocable commitments initiated prior to the Termination Date.
3. Your Classification
3.1. How does Nuqi classify you and what are the different classifications?
Nuqi is required to classify you as an Ordinary Investor, Professional Investor. Nuqi will classify and treat you as per the information provided by you in the Investment Risk Profile completed by you.
3.2. What information may Nuqi request from you during the client classification process?
Nuqi may request certain information from you about your personal and financial circumstances and objectives, as part of its client classification process. Nuqi may require periodic declarations from you that its classification data has not changed. You are required to update Nuqi if there is a change in such data for any reason at any time.
3.3. Under what circumstances will Nuqi categorize you as a Professional Investor?
Nuqi will categorise and treat you as either a Professional Investor only if you are eligible to be categorised as such. You may only be classified into one category. If you are not eligible to be categorised as a Professional Investor, Nuqi will categorise you as an Ordinary Investor. If Nuqi has classified you as a Professional Investor, you may request Nuqi to classify you as an Ordinary Investor as an exception.
If you have been classified as a Professional Investor, you must notify Nuqi as soon as reasonably practicable if you fail to meet the conditions of a Professional Investor.
3.4. What are the implications if you are classified as a Professional Investor in terms of legal protections provided under Applicable Law?
If Nuqi categorises you as a Professional Investor, there may be certain protections that are applicable to Ordinary Investors pursuant to Applicable Law that Nuqi would no longer be required to provide to you.
4. Suitability and Appropriateness
4.1. When does Nuqi determine the appropriateness and suitability of Investments?
Where Nuqi provides Execution Only Services, Nuqi will act on your instructions in accordance with the Applicable Law.
Where required by Applicable Law for any other Investment Services (excluding Execution Only Services), Nuqi will determine whether the Investment in question is appropriate and/or suitable for the Customer. Nuqi will not be able to decide if the Investment or Asset in question is appropriate and/or suitable if the Customer offers insufficient or inaccurate information.
4.2. What does Nuqi consider when assessing the suitability and appropriateness of Investments?
Nuqi relies on the Customer’s statements in the Investment Services Application Form, the representations and undertakings made by the Customer in the Client Agreement and the information provided by the Customer in the Investment Risk Profile at the time of availing the Investment Services and as may be updated from time to time, when assessing whether an Investment is suitable and/or appropriate, as applicable, for the Customer.
4.3. What liability does Nuqi have if your information is incomplete, misleading, or changes?
Nuqi will presume that the information you submit regarding your expertise and experience is correct, and Nuqi will have no liability to you if such information is incomplete or misleading, or if it changes or becomes erroneous, unless you notify Nuqi of such changes.
5. Scope of Investment Services, Limitations and Restrictions
5.1. Are there any limitations on the types of Assets in which Investments can be made?
Investments are strictly limited to such Shariah compliant Assets which are available for Investment for and on behalf of the Customer by Nuqi or its Agents, whether inside or outside of Mauritius. Neither Nuqi nor any of its Agents are obliged to make Investments in Assets in respect of which neither Nuqi nor any of its Agents have any prior arrangement with the issuers, custodians, holders, administrators or otherwise, of such Assets.
5.2. Does your country of residence impact Nuqi’s provision of Investment Services?
Nuqi reserves the right to refuse to offer Investment Services to you, including processing any instruction, if, in the opinion of Nuqi, you are a citizen/resident/is domiciled in any jurisdiction, which is subject to any investment restriction, including restrictions on receiving, offering or marketing materials in respect of Investments or if the same could give rise to any breach of Applicable Laws.
If you reside in a country which is subject to economic sanctions, at the time of redemption of Assets or at the time that you give instructions to Nuqi to make an Investment, the Investment may not be made or the relevant Assets may not be redeemable without specific requirements being met (e.g. provision of certain licenses, or redemption may only be possible in the original currency) (a “Sanctioned Country Transaction”).
You agree to indemnify Nuqi and its Affiliates from any claims, fines, demands, losses, damages and expenses, threatened, suffered, sustained or incurred by Nuqi or, its Affiliates in respect of a Sanctioned Country Transaction.
5.3. Does Nuqi provide tax advice?
Nuqi does not provide tax advice, directly or indirectly, to you, any of its Agents or otherwise, and is under no obligation whatsoever to have any regard to matters of taxation in providing the Investment Services pursuant to the Client Agreement.
Taxation matters are your sole concern and you irrevocably undertake not to rely on, or seek to claim reliance on, any statement (written or oral), advice or other communication from Nuqi relating to taxation matters, and undertake to seek your own professional advice as to taxation matters.
5.4. What should you know when Nuqi arranges Investments for you?
In respect of any Investment to be made by Nuqi on your behalf pursuant to the Client Agreement, you authorise Nuqi, without any further notice to:
(a) arrange for execution of Investments on your behalf; and
(b) arrange on your behalf, if Nuqi is of the view that it is expedient or beneficial for its customers to do so, any Investment or series of Investments by amalgamating such Investment(s) with transactions on behalf of other customers of Nuqi as part of one single transaction to be made collectively for the benefit of several customers of Nuqi.
You also agree to execute any documents in relation to the above authorization as may be required by Nuqi from time to time.
Nuqi will not, without the Customer’s consent, incur indebtedness on behalf of the Customer against the Assets of the Customer or enter into any contract or Investment on behalf of the Customer which may require the provision of funds in excess of the Cash Sum at the relevant time.
5.5. How will the Cash Sum be utilised by Nuqi?
The Cash Sum will be utilised by Nuqi during the Term as and when required to make Investments for and on behalf of the Customer and to pay such fees and charges applicable to the Investment Services, including any fees payable to an Agent. For this purpose, Nuqi is authorised to debit the relevant Account(s) as required at the relevant time to make an Investment in accordance with the Client Agreement.
No Investment will be made on behalf of a Customer if there is an insufficient Cash Sum in the relevant Account to make such an Investment.
5.6. What are the matters for which Nuqi is not liable for in relation to the Investment Services?
Nuqi and its Agents are not liable for any claims, demands, losses, damages, liabilities, actions, suits, proceedings, costs and expenses (including legal and any other professional advisers’ fees) and any other liability of whatever nature or description howsoever arising out of or in connection with any depreciation in the value of the Assets or any delays or lost opportunity (whether realised or unrealised) occurring as a result of:
(a) the accuracy or the suitability of any Financial Advice in relation to any Investment which the Customer chose to make pursuant to the terms hereof, or any investment strategy of a Customer;
(b) any delay in purchase or liquidation of any Asset; and
(c) the performance of any Assets.
5.7. What do you agree to when you request Investment Services? You acknowledge and agree:
(a) in the case of Non-Discretionary Investment Management Services, the information provided by you in the Investment Risk Profile is relied upon by Nuqi in order for Nuqi’s investment advisors to provide you with proposals in respect of any Investment you decide to make and in respect of which you instruct Nuqi to do so on your behalf;
(b) in the case of Dicretionary Invesment Management Services, the information provided by you in the Investment Risk Profile is relied upon by Nuqi in order for Nuqi to make decisions to invest on your behalf;
(c) except for Execution Only Services, that the Investment Risk Profile and any Investments made for and on your behalf in accordance with these General Terms are in all cases subject to Nuqi’s prevailing strategic and tactical allocation policies, as amended from time to time, which can be furnished upon request;
(d) that you hold a copy of, have read in full, fully understand the risks associated with, and irrevocably undertakes to be bound by, the Client Agreement (including the Investment Risk Profile and the Risk Disclosure); and
(e) that you are fully aware of the risks associated with the Investments, including that you may lose your Cash Sum in whole and that the value of your interests in the Assets in the Investment Portfolio Account may be equal to zero.
6. Types of Investment Services
6.1. Discretionary Investment Management Services
(a) When will Nuqi provide Discretionary Investment Management Services?
Nuqi will only provide Discretionary Investment Management Services at your request and provided you have agreed investment parameters with Nuqi (which will form part of the Client Agreement), strictly subject to any conditions set out in the Client Agreement.
(b) What authority does Nuqi have in providing Discretionary Investment Management Services?
Subject to any instructions, Applicable Law and any other provisions of the Client Agreement, Nuqi has full authority at its sole discretion, without prior reference to the Customer, as agent and in the name of the Customer and at such times as Nuqi determines fit, to make decisions to enter into Investments on behalf of the Customer, including without limitation:
(i) to buy, sell, exchange, redeem, hold, convert or otherwise deal with assets of any nature;
(ii) to subscribe to issues and apply for offers for sale and accept placings;
(iii) to provide any undertaking in relation to offers, placings or rights conferred by a particular investment;
(iv) to effect transactions in regulated or unregulated collective investment schemes, investment trusts or unit linked funds;
(v) to exercise or refrain from exercising any right conferred by a particular investment to buy, sell, subscribe for, exchange or redeem an investment;
(vi) to exercise any governance or ownership right conferred by a particular investment;
(vii) to enter into foreign exchange transactions;
(viii) to enter into any derivative transactions; and
(ix) generally, to enter into any kind of transaction or arrangement.
For the avoidance of doubt, the Discretionary Investment Management Service will not constitute Financial Advice (as defined in Clause 6.2 below). However, Nuqi may provide investment research and financial analysis and other general information.
(c) What do you authorise Nuqi to do when you request Discretionary Asset Management Services?
Without limiting the generality of Clause 6.1(b) above, subject to any instructions and any other provisions of the Client Agreement, you authorise Nuqi to:
(i) select and use such counterparties or trading venues to effect transactions on your behalf;
(ii) give instructions for the opening of accounts in your name and the operation of such accounts;
(iii) negotiate, amend, execute, sign, deliver or otherwise bring into effect all such agreements, master agreements, confirmations, account opening documents, contracts, deeds, other instruments, notifications, warranties, undertakings, representations and indemnities in the name of, binding against, and on your behalf;
(iv) give instructions to any custodian to transfer cash or securities held by the custodian on your behalf in connection with the settlement of transactions; and
(v) take any other action (including, without limitation, day-to-day decisions) which Nuqi reasonably considers to be necessary, desirable or incidental to carry out the Investment Services under the Client Agreement.
6.2. Non-Discretionary Investment Management Services
(a) When will Nuqi provide Non-Discretionary Investment Management Services?
Nuqi will only provide Non-Discretionary Investment Management Services at the Customer’s request, strictly subject to any conditions set out in the Client Agreement.
(b) What does your authorisation to Nuqi for Non-Discretionary Asset Management Services include?
When you request Non-Discretionary Investment Management Services, you agree to subscribe to, to accept delivery of (in any form chosen by Nuqi from time to time including, but not limited to, post, electronic mail, publishing on the Website, phone calls or any other method specified to you) and to consider:
(i) all newsletters, data and research on entities, businesses, economies, Assets, and/or any other written, verbal or electronic material on economic and financial trends, and other news which will be provided to Nuqi by independent economic and financial research data providers with whom Nuqi has supply agreements in place (“Financial Information”) and which Nuqi will provide you; and
(ii) data relating to entities, businesses, economies, Assets, and/or any other written, verbal or electronic material on economic and financial trends, recommendations and proposals on investment opportunities made by Nuqi to you, in each case based on the Financial Information (“Financial Advice”).
You also expressly acknowledge and agree that:
(i) the data, information, figures, analysis, charts, predictions and/or price indications contained in the Financial Information are for information purposes only, and neither indicates nor guarantees results;
(ii) the Financial Information has been collected from various sources and, while Nuqi expects such sources to be reliable, the Financial Information has not been independently verified by Nuqi;
(iii) the Financial Advice is based on the Financial Information and your Investment Risk Profile, and while Nuqi acts in a reasonable manner in assessing the Financial Information and subsequently formulating the Financial Advice based on such Financial Information, Nuqi accepts no responsibility for either of the Financial Information or the Investment Risk Profile;
(iv) no recommendation nor proposal on an investment opportunity made by Nuqi to you pursuant to Financial Advice indicates or guarantees results;
(v) any recommendation or proposal on an investment opportunity made by Nuqi to you pursuant to Financial Advice is a recommendation or proposal only, is deemed relevant by Nuqi only at the time it is made, and no such recommendation or proposal is, or will be deemed to be, an offer from Nuqi to you;
(vi) Nuqi makes no representations or warranties whatsoever as to the accuracy, completeness, reliability or suitability of the Financial Information, or any Investment (or the performance of the Assets in respect of such Investment) made on your behalf in accordance with your instructions to Nuqi (whether pursuant to the Financial Information, Financial Advice or otherwise) and you irrevocably undertake not to claim otherwise;
(vii) you fully understand the risks associated with each Investment; any decision to make an Investment is entirely your own and entirely at your own risk, whether pursuant to a proposal or recommendation of Nuqi or in line with the Financial Information or otherwise, and you irrevocably undertake to consult your own professional advisers (other than Nuqi) regarding all aspects related to the Investments which you make, or intend to make;
(viii) past performance of Assets is no guarantee of future performance of such Assets or assets similar to such Assets.
(c) What else should you know about Non-Discretionary Asset Management Services?
You agree that the Financial Information and the Financial Advice, in any form, is for your attention only and is shared with you on a non-reliance basis.
You undertake not to reproduce, disseminate or otherwise disclose to third parties (other than its professional advisors) the Financial Information or Financial Advice, in whole or in part, without Nuqi’s prior written consent.
6.3. Execution Only Services
(a) When will Nuqi provide Execution Only Services?
Nuqi will only provide Execution Only Services at the your request, subject to any conditions set out in the Client Agreement.
Subject to your express instructions to Nuqi, Nuqi may provide Execution Only Services and carry out and execute, on your behalf, Investments in Assets on an “execution only” basis. Execution Only Services will be available to you only if you are availing of Non-Discretionary Investment Services from Nuqi.
(b) What do you agree to when you obtain Execution Only Services?
When you obtain Execution Only Services, you represent, warrant and agree that:
(i) all investment decisions in respect of an Investment on an execution only basis are initiated and undertaken solely by you after fully understanding the risks associated with such Investments and at your own risk, without the provision of any Financial Information or Financial Advice from Nuqi, and without any advice, proposal, recommendation, urging or otherwise from Nuqi;
(ii) Nuqi is entitled in its sole and absolute discretion to refuse to carry out an Investment pursuant to an execution only instruction from you, if in the view of Nuqi, such transaction is not suitable for you as a matter of Applicable Law, due to the Investment Risk Profile or otherwise. If you insist on Nuqi carrying out such an Investment, Nuqi will accept your instructions and execute the Investment;
(iii) where Nuqi has provided you with an explanation of the terms of an Investment or its performance characteristics, such explanation does not itself amount to advice on the merits of the Investment and has been provided solely to enable you to make your own trading decisions;
(iv) Nuqi takes no responsibility whatsoever for your decision, or instruction, to make an Investment; and
(v) Nuqi takes no responsibility for any aspect of the decision or instruction to Nuqi to make an Investment, gives no advice whatsoever (in the form of Financial Advice, legal advice, taxation advice or otherwise) and you irrevocably undertake to consult your own professional advisers (other than Nuqi) regarding all aspects related to the Investments which you make, or intend to make.
6.4. Custody Services
(a) Does Nuqi provide custody services?
Nuqi can arrange custody where required for its customers, subject to such fees and charges as set out in the Schedule of Charges. Where you have requested custody services, you authorise Nuqi, without any further notice between the parties required: (i) to appoint an Agent to act as custodian to hold Assets for and on your behalf (including an Agent that is within Nuqi’s Group); and (ii) to appoint other Agents to hold Assets in a Portfolio in custody for and on behalf of Nuqi’s interest in which Nuqi will in turn hold for and on your behalf in accordance with the In this respect you acknowledge and agree that:
(i) Assets and any associated Title Documents (if any) may be held either directly or indirectly by one or more Agents, including custodians, clearing systems, overseas banks, brokers, trustees or agents, whether or not connected to, or appointed directly by, Nuqi, provided that it is solely for the purpose of the Investment Services;
(ii) Assets may be held in a jurisdiction outside the UAE and for this purpose the Assets may be subject to such applicable market practices, rules and regulations enforceable in that jurisdiction, including those related to insolvency, which may differ from those applicable in the UAE;
(iii) Assets may be held with the Custodian in specific and/or general pooling arrangements. Any shortfall or loss incurred as a result of a default or otherwise in any such Assets will be shared pro-rata amongst all customers of Nuqi which are affected. However, Nuqi will, whenever reasonably practicable, segregate in its own books the Assets (whether forming part of a Portfolio or otherwise) owned by Nuqi and will maintain the Investment Portfolio Account to evidence your interests in the relevant Assets;
(iv) Assets may be registered in the name of Nuqi or its appointed Agents to be held for your benefit. In all cases, Nuqi retains the right to decline to hold Assets as nominee and to arrange for the registration of any Assets in its own name or in the name or custody of an Agent;
(v) In the absence of any express instruction to the contrary, Nuqi is authorised by you: (i) to exercise (or provide instructions to the relevant Agent, as applicable) on your behalf any subscription, conversion, voting or other rights; or (ii) to satisfy any liabilities arising from or in respect of any of the Assets; and (iii) to take any action which is required to safeguard the Assets of the Investment Portfolio Account and a Portfolio (as applicable), in the case of each of (i), (ii) and (iii), in Nuqi’s sole and absolute discretion; and
(vi) Assets (or interests in Assets) held in the name of Nuqi or an Agent for your benefit may not be readily transferred to your accounts with other institutions and may need to be liquidated in order to facilitate a transfer.
7. Representations and Warranties
7.1. What representations and warranties do you make to Nuqi in relation to the Investment Services?
You represent, warrant and agree on an ongoing basis throughout the Term that:
(a) you are acting as principal and not as agent on behalf of another person;
(b) if you enter into/agree to the Client Agreement in a fiduciary capacity for third party beneficiaries, you must disclose to Nuqi the identities of the relevant ultimate beneficiaries to the satisfaction of Nuqi and you will indemnify and hold Nuqi and its Affiliates harmless from any liability or loss that they may incur as a result of you holding the Investment Portfolio Account in trust for such third party beneficiaries;
(c) you have the legal capacity to enter into/agree to the Client Agreement and assume all obligations arising thereto. You are not aware of any matter or thing that may in any way prevent or restrict you from entering into/agreeing to or fulfilling your obligations under the Client Agreement;
(d) your obligations under the Client Agreement constitute legal, valid and binding obligations and are enforceable in accordance with their respective terms;
(e) you have read the Client Agreement and are aware of, understand and accept, the risks inherent in the Investment Services and making Investments in the Assets pursuant to the terms of the Client Agreement;
(f) the execution, delivery and performance of the Client Agreement and any other agreement with respect to the Assets shall be binding upon you, and they do not and will not violate any provision of any laws or regulations applicable to you;
(g) you enjoy no immunity from suit or judicial proceedings, attachment of debt to its assets or execution of judgment under the laws of its jurisdiction of incorporation or residence (as applicable) or elsewhere;
(h) you have been provided with, and have read and understood the Client Agreement and information regarding the Investment Portfolio Account, and you have the requisite knowledge, experience, wealth and risk appetite to authorise Nuqi to make Investments on your behalf pursuant to the Client Agreement;
(i) the Cash Sum is not, in whole or in part, directly or indirectly, connected with or derived from the proceeds of any criminal activity in any jurisdiction;
(j) in the case of any Assets comprised in the Investment Portfolio Account which were contributed directly by you and not acquired for and on your behalf pursuant to the Client Agreement, such Assets are your own property and have been legally acquired by you, are owned by you and are free from any charge, lien, pledge or other encumbrance whatsoever and that no other person has any interest (legal or otherwise) in the Investment Portfolio Account. You undertake to inform Nuqi from time to time of any factual changes to these circumstances and agrees to declare your interest in the Assets to Nuqi;
(k) all information provided by you, including without limitation your residence and domicile for taxation or other purposes, is complete and correct and you agree to promptly provide any further information required by any competent authority. You also undertake to promptly inform Nuqi in case of any change to the above information;
(l) you will pay any fees, levies, stamp duties, dividends withholding or any other taxes (where applicable) and any brokerage, transfer fees, registration fees and all other liabilities, charges, costs and expenses arising from all dealings with the Investment Portfolio Account or payable or incurred by Nuqi in connection with the Investment Services;
(m) each Authorised User is authorised to give instructions and take any other action required on your behalf in connection with the Investment Services. Nuqi is entitled to rely on the instructions of such Authorised User unless Nuqi is duly notified of any change of the Authorised User or of their powers;
(n) you are not in breach of any Applicable Law. You are responsible for adhering to the applicable exchange regulations including, but not limited to, those relating to insider trading rules, market abuse rules and any requirement to disclose structure of ownership or to seek approval from the exchange or regulator for any specific trading activity; and
(o) that the information you have provided in the Investment Risk Profile is true, accurate and not misleading.
8. Risk Disclosure
8.1. What risks should you be aware of when you make Investments?
(a) Investing in financial products involves risk, including but not limited to market risk, foreign exchange risk, credit risk, regulatory risk, political risk, settlement risk, economic risk, emerging markets risk as well as the specific structural risks related to particular Assets, and you must consider all such risks before instructing to Nuqi to subscribe for, buy or sell any Asset or otherwise to make an Investment on your behalf. If in doubt, you should consult your own professional advisers regarding all aspects related to the Investments which you intend to make.
(b) The value of the Assets may fluctuate due to the volatile nature of such Assets or the relevant markets which may result in loss of entire capital invested. The past performance or simulated performance of Assets is not an indication or guarantee of future performance. Fluctuations in the value of the Assets, will affect the value of the
Investment Portfolio Account; this value may rise and may fall over time and Nuqi gives no guarantee on the performance or value of assets.
(c) Deduction of fees, charges and expenses may result in you receiving an amount less than the capital value initially invested.
(d) Nuqi gives no assurance or guarantee that the performance of the Assets credited to the Investment Portfolio Account will achieve your objectives as stated in the Investment Risk Profile or otherwise. No results are guaranteed; your capital invested may diminish in value over time, or may lose its entire value. The sole risk and liability for all decisions relating to an Investment made on your behalf pursuant to the terms hereof lies with you.
(e) Transactions in hedging instruments carry substantial risk of loss of capital and income. Hedging instruments are complex financial instruments, typically structured by reference to the performance of assets or a pool of assets (which may be synthetic), and it is often difficult to understand the terms and true credit risk of the Customer in such an instrument. It is imperative that you are sufficiently familiar with such instruments and that you are prepared to risk the loss of all your invested capital in any such instrument.
(f) Dealing in non-traditional funds, which includes hedge funds, private equity funds and other funds with special market or operational risk, involves high risks. Non-traditional funds can incur high rates of leverage through financings and use of financial hedging instruments. This means that even small market movements can result in the total loss of the assets of such a fund, which means that the investor in such a fund would lose its entire investment. These funds may invest in emerging markets which typically pose greater risk than more developed markets. Depending on the structure of the fund, the underlying assets and leverage levels, liquidity risk is high in respect of these types of Investment. These funds are often issued and redeemed on a periodic basis only and may be subject to fixed holding periods during which the investor is not permitted to liquidate its investment. These funds may be established in offshore jurisdictions where the legal and regulatory systems may not be well developed. Some of these investments may also reserve the right to make in-kind distributions instead of cash distributions. The valuation of certain of these investments may not be transparent or may not be possible at all.
(g) Investments in particular Assets may include Investments into alternative strategies or property funds depending on the Portfolio Specifications. These funds may be illiquid or may contain risks greater than, or not normally associated with, Investments in traditional securities markets. Investment in such Assets poses increased risk to capital invested and accordingly, you may lose your entire capital invested.
(h) In deciding whether to invest in Shariah compliant products, you should satisfy yourself that investing in such products will not contravene Shariah principles and you should consult your own Shariah advisors as to whether investing in such products is compliant or not with Shariah.
(i) In some Investments, liquidity may be suspended and there may be delays in realizing proceeds.
(j) Subscription to or purchase of interests in a Fund involves a high degree of risk (legal, financial, structural and otherwise) and which might include a possible loss of the entire principal amount used for investment and that past performance of the Fund is not a guarantee to its future performance or returns.
9. Redemption and Liquidation of Assets
9.1. What costs and expenses may arise from the liquidation of Assets, and how will they be paid by you?
The liquidation of Assets (or interests in Assets) and transfer of the relevant proceeds will result in costs and expenses (which may be substantial) being payable by you. You agree to pay all such costs and expenses, which may be deducted by Nuqi from the proceeds of liquidation of such Assets (or interests in Assets), or should there be insufficient funds available from the proceeds, from your Account or any of your other assets or collateral held by Nuqi.
Nuqi may refuse any instruction from you or otherwise to transfer registration or custody of an Asset to a third party if such instruction may result in a violation of the terms of the Asset or any Applicable Law.
9.2. What happens when you redeem Assets?
When you redeem Assets credited to your Investment Portfolio Account, Nuqi is under no obligation to deliver to you Assets which are identical to those previously credited to your Investment Portfolio Account, provided that, subject to Nuqi’s right to deliver to you the cash equivalent of the relevant Assets (in lieu of delivery of such Assets), Nuqi will deliver, and you agree to receive, similar types of Assets to those previously credited to the Investment Portfolio Account.
You acknowledge that your instructions to liquidate or return Assets are in all circumstances subject to the terms of the Assets (including notice periods, and terms of the underlying manager, dealer, broker or administrator of any such Assets), and Applicable Law. Accordingly, there may be a delay in the payment of liquidation proceeds or delivery of the Assets (as applicable) to you.
9.3. What should you keep in mind prior to redeeming and/or liquidating Assets?
If you instruct Nuqi to redeem and/or liquidate the Assets held on your behalf, in order to facilitate disposal and delivery of such Assets (or interests in Assets) and the transfer of the balance of liquidation proceeds, you are authorising Nuqi, to:
(a) transfer or cause to be transferred any Assets in the Portfolio which are held in the name of Nuqi or an Agent for your benefit to be then held in your name and at your cost and expense;
(b) liquidate the Assets and deliver to you the cash equivalent of the relevant Assets (in lieu of delivery of such Assets); and
(c) in the event that any Investment Service can no longer (reasonably) be performed due to changes in Nuqi’s operating model, agency arrangements, and/or Applicable Law, Nuqi reserves the right to liquidate or transfer the Assets as agreed with you. Any and all costs, fees, charges as result of such liquidation will be for your account.
9.4. How do you receive your payment proceeds from a redemption, liquidation or disposal of Assets?
Unless otherwise agreed, Nuqi will credit your Account with the balance of proceeds resulting from the redemption, liquidation or disposal of the Assets in accordance with its terms.
The redemption proceeds will only be credited by Nuqi to the Account and Nuqi will not be obliged to remit the redemption proceeds to any of your accounts inside or outside of the UAE, if any.
No proceeds shall be credited to the Account unless and until Nuqi has realised, collected or received such proceeds.
If your Account is not active or is closed for any reason at the time of redemption of your Assets, Nuqi shall issue a manager’s cheque (or such other suitable method used by Nuqi at its sole and absolute discretion) in USD (at the then prevailing exchange rate) for the amount due to you.
10. Corporate Actions
10.1. What actions does Nuqi take in case of corporate actions relating to the Assets?
Nuqi will reasonably endeavour to obtain any and all notices of corporate actions in relation to the Assets and make such notices available to you.
Nuqi will (and will endeavor to procure that any relevant Agent will):
(a) exercise any proxy, voting and other rights arising out of your Assets only in the manner determined and instructed by you in writing from time to time;
(b) in the absence of specific written instructions from you on such matters, either exercise any such proxy, voting and other rights arising out of your Assets in the manner in which it appears to Nuqi or relevant Agent that your interests will be protected and if this is not clear in the discretion of Nuqi or the relevant Agent, Nuqi or relevant Agent reserves the right not to exercise any such proxy, voting and other rights arising out of your Assets, in which circumstances Nuqi or any such Agent will not have any responsibility whatsoever; and
(c) if a corporate action relates to option to receive dividend in a currency different from the currency of Investment, Nuqi is entitled to instruct the Agent to receive such dividends in the currency of the underlying Asset or any other currency. Where the corporate action relates to option to receive dividend in cash or to reinvest dividend, Nuqi is entitled to instruct the Agent to receive dividend in cash.
Nuqi wil not be liable for any losses that you may sustain on account of:
(i) any delay or non receipt of a notice for corporate action by you;
(ii) the voting, proxy, or any other rights arising out of your Assets exercised by Nuqi or the relevant Agent based on your instructions or otherwise; or
(iii) failure of Nuqi or the relevant Agent to exercise any such proxy, voting or other rights arising out of your Asset.
11. Confirmations and Investment Portfolio Account Statements
11.1. How do you keep track of your Investments?
As soon as practicable after the completion of each Investment made on your behalf by Nuqi, Nuqi will send to you a confirmation of completion of such Investment (“Confirmation”).
You must review each Confirmation and notify Nuqi in writing of any discrepancy within thirty (30) Business Days of the Confirmation (and where you do not receive or is unable to access a Confirmation, such period will begin from the date you receive and are able to access the Confirmation after providing notice to Nuqi in accordance with Section A, Clause 6, failing which the Confirmation will be deemed to be correct (subject to Nuqi’s right to rectify any error) and accepted by you. After such period, you may not raise any objections to the Confirmation and the Confirmation maintained by Nuqi as to the status of the Investment will be conclusive and binding on you.
11.2. What if you do not receive a Confirmation?
It is your responsibility to notify Nuqi if you do not receive a Confirmation or are otherwise unable to access a Confirmation within one (1) month of the date on which the Confirmation should have been received or made available to you. Upon expiry of such period you will be deemed to have received and accessed the Confirmation. Nuqi will not be liable for any non-receipt or late receipt of Confirmations.
11.3. Will Nuqi provide Investment Portfolio Account and custody statements?
Investment Portfolio Account statements (“PA Statements”) and custody statements (“Custody Statements”) will be provided to you in accordance with these General Terms and the provisions applicable to account statements under Section C will apply to all PA Statements and Custody Statements.
The PA Statement will set out the Assets (or interests in Assets) which stand to the credit of the Investment Portfolio Account and the estimated value attributable to such Assets (or interests in Assets).
11.4. What should you understand about PA Statements?
The PA Statement may include accrued, but unrealized, Profit. In the case of Assets which are not listed or Assets which are not liquid securities (such as private investments) where there is no centralized exchange mechanism for price reporting, the PA Statement may not reflect a fair value for such Assets, or in certain instances, it may not be possible to determine any valuation of such Assets. Assets which are interests in a collective investment scheme will be valued on a forward pricing basis and accordingly, the amount realized upon redemption of such Assets may differ from any valuation estimates set out in the PA Statement. Moreover, the value attributed to all Assets credited to a Investment Portfolio Account and as set out in a PA Statement is determined on a best estimate basis, and accordingly, the amount realized upon redemption of such Assets may differ from any valuation estimates set out in the PA Statement.
11.5. What if you have a complaint?
Any complaints or claims regarding execution or non-execution of orders, PA Statements, Custody Statements or any other instructions must be made in accordance with Section A, Clause 6 immediately upon receipt of a Confirmation concerning the Investment, and in any event, no later than within ten (10) days of such receipt (“Confirmation Date”) or deemed receipt of such Confirmation pursuant to Clause 12.1 above.
Upon expiration of this period, the Custody Statement (as applicable) will be regarded as approved by you and the account balances and asset valuations are deemed to have been accepted by you, including approval of all operations and all reservations made by Nuqi when crediting un-cleared funds.
C. GLOSSARY AND INTERPRETATION
1. Glossary
Account means and includes any and all accounts held by Nuqi for a natural person including without limitation an Investment Portfolio Account, any digital wallet account, howsoever presented or branded.
AED means the lawful currency of the United Arab Emirates.
Affiliates means Nuqi’s subsidiaries, parents, shareholders, affiliates, associates, directors, employees, officers, representatives, partners, professional advisors, service providers, assignees, agents, insurers, Third Party contractors, sub-contractors, Third Party banks and financial institutions, credit reference agencies or reporting agencies, debt collection agencies and their respective successors.
Agent means any financial institution, investment company, custodian, any Affiliate or third party appointed by Nuqi to perform one or more Investment Services in connection with the Client Agreement.
Ancillary Services means services which are ancillary to the Investment Services, including but not limited to, custodian arrangements, trade execution, nominee services and trust services.
Assets mean those rights, privileges, title, benefits and/or interests, whether present or future, in Shariah compliant assets, including but not limited to securities, shares, stocks, equity instruments, collective investment schemes, certificates of deposits, Sukuk, money market instruments, in each case whether listed or unlisted.
Applicable Law means any applicable law (including but not limited to any laws and regulations issued by the Central Bank or any other regulator of Mauritius), regulation, ordinance, rule, decree, voluntary code, directive, sanction regime, judgment or Court order issued by a Court having jurisdiction in Mauritius, any sanctions programs, tax regulations or other regulations or recommendations including without limitation, embargoes, sanctions, and export controls against countries, states, entities, vessels or persons issued by the United Nations, OFAC or any other applicable body or jurisdiction, agreement between Nuqi and any government and regulatory authority, or agreement or treaty between government and regulatory authorities (in each case, whether local, foreign or international).
Authorised User means any user authorised by you to manage, in whole or in part, your relationship with Nuqi.
Business Day means any day banks in Mauritius are operational.
Cash Sum means, at the relevant time, the amounts (in any currency) standing to the credit of the relevant Account.
Central Bank means the Central Bank of Mauritius.
Charges and Fees means and includes any and all charges, costs, and fees payable in relation to an Account or the Services as set out on the Website or notified by Nuqi to you from time to time.
Commencement Date means the date on which Nuqi opens an Investment Portfolio Account for you.
CIF Numbers means the customer information file numbers of the primary applicant (and joint applicant(s), if applicable) as noted in the Investment Services Application Form.
Confidential Information means all information relating to you that is, as a matter of law, custom or contract, confidential in nature provided that notwithstanding anything to the contrary in any other document, any information that:
(a) is publicly available at the time it is provided or subsequently becomes publicly available other than as a result of a breach of a duty of confidentiality by Nuqi;
(b) was known to Nuqi (without an obligation of confidentiality to you) before its disclosure by you;
(c) is independently developed by Nuqi without recourse to information disclosed to it by you; or
(d) is rightfully obtained on a non-confidential basis from a person other than you, provided that the person is not known by Nuqi to be bound by an obligation of confidentiality in relation to that information,
will not be considered to be Confidential Information for the purposes of these General Terms and will therefore not be subject to any duty of confidentiality.
Consultant means the consultant/architect appointed by you and approved by Nuqi to supervise the construction of the Property.
Court means any official tribunal presided over by one or several judges in which legal issues and claims are heard and determined.
Discretionary Investment Management Services means, the right vested in Nuqi to act, refrain from acting or otherwise to purchase, acquire, sell, dispose of, retain, exchange or hold Assets on your behalf without any particular instructions, consent or confirmations from you prior to entering into the Investment.
Electronic Banking Services means and includes any Services that are accessed through an Electronic Channel.
Electronic Channels means and includes any electronic channel used by you to access a Service, including without limitation telephone, fax, video, chat, email, SMS, mobile applications, or Approved Third Party Channels.
Execution Only Services means the carrying out and execution of Investments in Assets pursuant to the Client Agreement which is based solely on your instructions without further involvement from Nuqi and where Nuqi does not provide you with any recommendations or advice in respect of any Assets.
FATCA means the Foreign Account Tax Compliance Act 2010 of the United States of America (“US”) and related US Treasury Regulations (as amended from time to time) and any similar legislation or regulation in force in any other jurisdiction from time to time.
FATCA/CRS Obligations means the following:
(a) FATCA requires reporting by financial institutions on the identity of the Specified U.S. Persons on their U.S. Reportable Accounts, the balance on these accounts as at 31st December of each year, financial income and, in the future, revenues from the sale of securities. Same information will be reported for Recalcitrant clients, i.e. clients with US indicia who have been contacted by Nuqi and who have not responded.
(b) CRS seeks to establish the tax residency of customers. Under the CRS, financial institutions are required to identify customers who appear to be tax resident outside of the country where they hold their accounts and products, and report certain information to Nuqi’s local tax authority. The local tax authority may then share that information with the tax authority where you are tax resident.
“Fractional Sukuk” means buying a small, nominal quantity of the underlying Sukuk than the standard market minimums. Fractional Sukuk are exclusively offered to Nuqi customers.
Group means Nuqi or its subsidiaries or other person controlled by them, or any person under common control with Nuqi, in each case, whether directly or indirectly and whether inside or outside Mauritius.
Guardian means the biological father (natural guardian) of a Minor and in the absence of the biological father (natural guardian), a Court appointed guardian.
Internal Shari’ah Supervisory Committee (“ISSC”) means a body appointed by the IFI, comprised of scholars specialized in Islamic financial transactions, which independently supervises transactions, activities, and products of the IFI and ensures they are compliant with Islamic Shari’ah in all its objectives, activities, operations, and code of conduct.
Investment means the buying, selling, disposing or retention of, or investment or exchange in, Assets, or otherwise engaging in transactions involving or relating to the purchase, acquisition, sale, disposal, retention, investment or management of the Assets in accordance with the Client Agreement.
Investment Portfolio Account means an account maintained by Nuqi in the name of the Customer under the CIF Numbers and which states the interests and entitlements of the Customer in the Assets which are the subject of an Investment made on behalf of the Customer in accordance with the Client Agreement.
Investment Risk Profile means the information in relation to the risk appetite of the Customer for the various investments to be made by or on behalf of the Customer on the basis of which the Customer risk categorization is assessed by Nuqi.
Investment Services means the Discretionary Investment Management Services, Non- discretionary Investment Management Services, Execution Only Services and any other investment services and other related wealth management services to be provided or arranged by Nuqi or its Agents for and on your behalf in relation to the Assets in accordance with the Client Agreement, including but not limited to, making Investments, administering, dealing, arranging and settling transactions in relation to the Assets and/or any Ancillary Services.
Investment Services Application Form means the application form executed by you in relation to the Investment Services.
Islamic Shariah means Islamic law rules and principles as interpreted by the Shariah Advisor of Nuqi.
Key Facts Statement means any key facts statement applicable to an Account and/or Service.
Liability and Liabilities means all present and future indebtedness, liabilities and obligations (including (without limitation) any obligations owed by you at any time to Nuqi, both actual and contingent and whether incurred solely or jointly or as principal or surety or in any other capacity including all applicable Profit, commission, fees and charges.
Minor means an individual who is under the age of 21 pursuant to the Hijri calendar which equates to the age of 20 years, 4 months and 20 days under the Gregorian calendar, or such age stipulated under Applicable Law from time to time.
Non-Discretionary Investment Management Services means, the right vested in Nuqi to act, refrain from acting or otherwise to purchase, acquire, sell, dispose of, retain, exchange or hold Assets, strictly subject to express instructions by you for each Investment.
Notification Channels means any notification channel used by Nuqi, including without limitation telephone, SMS, email, Website, mobile application notification, letter, mobile applications such as Whatsapp and any other electronic methods of communication used by Nuqi from time to time.
OFAC means the Office of Foreign Assets Control of the US Department of the Treasury.
Ordinary Investor has the meaning given to such term under the Mauritius law.
Portfolio means a portfolio of Assets held for and on behalf of customers of Nuqi, including the Customer.
Portfolio Specification means the purposes and characteristics of a particular Investment, the performance objectives and any restrictions on any such Investment, pursuant to the Client Agreement.
Privacy Notice means Nuqi’s data privacy notice which is available on the Website.
Professional Investor has the meaning given to such term under the SCA Rulebook.
Profit means (i) in relation to an Account, any profit which may accrue on that Account at the rate and in the manner set out in the Special Features.
Profit Rate means the Profit rate described in the relevant Finance Documents.
Risk Disclosure means the risks set out in Section B paragraph 8.
Sanctioned Country means any country designated from time to time by Applicable Law as a country with which dealings should be restricted.
Schedule of Charges means Nuqi’s schedule of Charges and Fees as applicable from time to time for each Account, Service, howsoever presented or branded.
Service means and includes any product or service offered by Nuqi to a natural or legal person, howsoever presented or branded.
Service Charge means all Charges and Fees and any other costs incurred including amounts due or outstanding.
Shariah Advisor is an independent entity which supervises and advises Nuqi on its products and services, transactions and activities.
Sukuk refers to Shariah-compliant financial certificates representing ownership in a tangible asset, service, project, or business, where returns are generated through permissible means under Islamic law, such as profit-sharing or rental income, rather than interest. Details pertaining to Sukuks are provided in Section C.
Term has the meaning given to it in Section B Clause 2.1.
Termination Date means the date on which the Client Agreement is terminated in accordance with Section A Clause 17.
Third Party means any third party, including an Agent.
Third Party Service means any product or service provided by a Third Party provider and marketed by Nuqi.
Wallet means any mobile payment and digital wallet service provided by a Third Party wallet provider.
Website means Nuqi’s website.
Interpretation
1.2. The headings used in these General Terms are for convenience only and will not affect the interpretation of any of these General Terms. Unless the context otherwise requires, the singular includes the plural and vice versa, and references to one gender include the other.
1.3. All terms used in title case will have the meaning given to such terms under Section C (Glossary).
1.4. Unless otherwise stated, references to:
(a) “Nuqi” means and includes Nuqi’s successors (including, without limitation, successors by merger or by operation of law) and any novatee, assignee, transferee or purchaser of Nuqi’s rights and/or obligations;
(b) dates, months and years will correspond to the Gregorian calendar;
(c) a “communication” to be made or delivered in connection with a Service will be construed so as to include an instruction, direction, notice, demand, document or other information to be made or delivered in connection with such a Service;
(d) the terms “you” and “your” or any of their derivatives refer to the “Customer” (including Authorised Users), and will include, as the context may require, personal representatives, heirs, successors and permitted assigns. In circumstances where the relevant Account is a Joint Account, these terms will be construed as a reference to all Joint Account Holders;
(e) a “document” is a reference to the same as amended, varied, supplemented, replaced or restated in any manner from time to time, in each case as interpreted by Nuqi;
(f) a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, joint venture, consortium, partnership, sole proprietor or other entity (whether or not having a separate legal personality);
(g) a “regulation” includes any regulation, rule, official directive, requirement or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organization;
(h) a provision of “law” is a reference to any applicable local or foreign law, regulation, ordinance, decree or treaty as amended or reenacted; and
(i) Nuqi being required to make a decision or determination, take any action, express an opinion, satisfy itself, or exercise a right or remedy will be a reference to any such action being taken by Nuqi in its sole and absolute discretion.
C. Key Facts and applicable special features
1) What is a Sukuk?
Investment Sukuk are certificates of equal value representing undivided shares in ownership of tangible assets, usufruct, and services or (in the ownership of) the assets of particular projects or special investment activity, however, this is true after receipt of the value of the Sukuk, the closing of subscription and the employment of funds received for the purpose for which the Sukuk were issued.
2) How do Sukuk work?
Sukuk are issued to fund day-to-day operations or to finance specific goals. When you buy a Sukuk, you are providing your money for a certain period to the issuer. In exchange, the issuer promises to pay you profit (if achieved) every year and to return your principal at ‘maturity’ (depending on the Sukuk structure), when the financing comes due, or at ‘call’ if the Sukuk is of the type that can be called earlier than its maturity (more on this later). The length of time to maturity is called the ‘term’.
3) What are the Sukuk values and expected profit rates called?
A Sukuk’s face value, or price at issue, is known as its ‘par value’. Its expected periodic payment is known as its ‘expected profit rate’.
4) Key features of Sukuk
(a) The issuers of Sukuk are primarily governments and corporations.
(b) A Sukuk is characterized by its face value, expected profit rate, maturity, and issuer. c. When price goes up, yield goes down and vice versa.
(c) When profit rates rise, the price of Sukuk in the market falls and vice versa.
(d) Government Sukuk are considered safer than Corporate Sukuk.
(e) Sukuk are not risk free. It’s possible for the issuer to default on the obligation.
5) What is a Fractional Sukuk?
Fractional Sukuk means buying a small, nominal quantity of the underlying Sukuk than the standard market minimums. Fractional Sukuk are exclusively offered to all our Nuqi customers.
6) How is a Sukuk different than a Fractional Sukuk?
The main difference between both Sukuk is the ticket size. The minimum trading ticket size of a normal Sukuk starts from $200,000 while the minimum ticket size of a Fractional Sukuk is $2,000. Also, since this is exclusive to Nuqi only, this product will not be available in the market.
7) What is the minimum trading amount to invest?
The minimum trading quantity is set at USD 2,000 and multiples.
8) What are the risks associated with Fractional Sukuk?
Like any other investment product, this product is linked to market performance hence your capital is at risk. These risks include and are not limited to investment risks, issuer risk/default risk, profit rate risk, market risk, sale prior to maturity, lack of liquidity and secondary market trading, currency risk and embedded hedging instruments. Please refer to the end of the document for a brief explanation of some of the risks.
9) How are the expected profits distributed?
When Nuqi receives the economics (profits earned, principal payments or other forms of compensation) of an underlying Sukuk, these will be paid to you on pro rata basis.
10) Is there a lock in period for Fractional Sukuk?
Sukuk do not have a lock in period, they can be bought and sold anytime as long as liquidity is available. Sukuk are considered a long-term investment if held to maturity.
11) How to invest in Fractional Sukuk?
You must hold an Nuqi account; Nuqi will also open an investment portfolio account for you post which trades can be placed.
12) Can Fractional Sukuk be financed?
No. Nuqi does not offer financing on Fractional Sukuk.
13) Can Fractional Sukuk be transferred out of Nuqi?
No. Fractional Sukuk are exclusively available to Nuqi customers only, they cannot be transferred out.
14) What are the fees associated with this product?
We have 2 fees associated with this product, custody fees and transactional fees which are subject to change at the Nuqi’s own discretion subject to notifying the clients. For customer pricing, please refer to the Nuqi Sukuk website.
15) Are Fractional Sukuk available through mobile or Online Banking platforms?
Yes. Fractional Sukuk are also available to be sold through mobile and also by our Investment Advisors team.
The main risk factors are summarized below for your information.
You should understand the nature of the risks associated with each and every circumstance outlined below and should obtain relevant and specific professional advice before making any decision. The list below does not, however, claim to be a complete list of all related risks. You should assume all risk associated with any decision you make, and you shall have no right against Nuqi in connection with such decision.
Default risk The value of the security may decline for a number of reasons which directly relate to the issuer, including, but not limited to, the issuer’s credit worthiness. In addition, there is a risk that the Security Issuer will be unable to pay the contractual profit on the security and/or its principal, in a timely manner, or at all. Nuqi does not guarantee or warrant any obligations of the Security Issuer to pay the principal amount of the security, or any contractual profits accrued thereon.
Profit rate risk
Market profit rates are a function of several factors such as the demand for, and supply of, money in the economy, the inflation rate, the stage that the business cycle is in, as well as the government’s monetary and fiscal policies. Should the market profit rate rise from the date of the security’s purchase, the security’s price will fall accordingly. The security will then trade at a discount to the purchase price.
Market risk
Market movement, which can be influenced by many factors, including, but not limited to, issuer risk, profit rate risk, market sentiment and changes in economic, financial or political environments may result in the fluctuation of prices. Market risk results from the unpredictability of market movements and is inherent in any investment; such risk may cause the value of the investment to fall rapidly, as well as rise, and you may not get back the amount originally invested.
Sale prior to maturity
Where a security is capital protected, the stated level of capital protection only applies at maturity. The sale of the security prior to the stated maturity date may result in you receiving an amount less than that originally invested at inception. The sale price would be a function of fees, and prevailing market conditions.
Lack of liquidity and secondary market trading
Lack of liquidity may result in difficulty in finding a price to sell an investment you have made. In case of company bankruptcy, suspension of trading, takeover rumors, or flights of capital from a country in crisis this may mean it is impossible to find any price to close out your position. This could lead to substantial losses up to the value of the investment. No assurance can be given that any trading market for the securities will exist or whether any such market will be liquid or illiquid. If the Securities are not traded on any exchange, pricing information may be more difficult to obtain, and the liquidity and price of the Securities may be adversely affected.
Currency risk
Changes in exchange rates between currencies or the conversion from one currency to another may cause the value of the investment to diminish or increase. Currency exchange rates may fluctuate significantly over short periods of time. Earnings on investment in foreign currencies are dependent on the prevailing foreign exchange rates. Adverse exchange rate movements may erase profit earnings completely or cause a loss of principal relative to your home currency. Investments in assets denominated in a foreign currency are subject to the risk of movements in that currency’s exchange rate. The exchange-rate risk on investments in foreign-currency denominated assets applies not only to investments returnable in these foreign currencies, but also to the assets denominated in the foreign currencies and traded in the domestic currency, since their price development usually tracks changes in the exchange rate of the currency in which they are denominated.