Client Agreement

This Client Agreement (“Agreement”) sets out the terms upon which MidChains FZE (“MidChains“) will provide you with brokerage services in relation to Virtual Assets.

1.INTRODUCTION

1.1 MidChains is authorised and regulated by the Dubai Virtual Assets Regulatory Authority (“VARA”) as a Virtual Asset Service Provider (“VASP”) offering broker-dealer services (defined below as the “Broker- Dealer Services“), with reference number VL/25/04/008. MidChains is a part of MidChains Group, located in the United Arab Emirates, which includes affiliated entities operating in the fields of Virtual Assets. MidChains FZE is owned by MEEG Holdings Limited, registered in Abu Dhabi Global Markets.

1.2 MidChains’ registered address is: Premises No. EPO 26.01.20, Floor 26, Sheikh Rashid Tower, Dubai World Trade Centre, Dubai, United Arab Emirates.

2. Definition

2.1 In this Agreement we use certain words and expressions which are given specific meanings. These are set out below, with an explanation of what they mean.
2.2 With the exception of the words referring to MidChains and you, our customer, words that have a specific meaning will appear in capital letters when used in this Agreement, to make it easier for you to see these references.
2.3 Unless the context otherwise requires, words in the singular (including words defined in this clause 2) shall include the plural and in the plural shall include the singular.
2.4 Any word or expression defined in the table set out below shall include grammatical variations and cognate expressions.
2.5 A reference to this Agreement or to any other agreement or document is a reference to this Agreement or such other agreement or document, in each case as varied from time to time.
2.6 A reference to any legislation or regulation is to that legislation or regulation as amended, amended and restated, re-enacted, replaced or modified from time to time.

3. RISK WARNINGS

1. We conduct a detailed analysis of the inherent risks applicable to virtual assets (including Accepted Virtual Assets), and shall make all necessary disclosures to Clients in a timely manner and on an on-going basis through publication of our Risk Disclosure Statement via MidChains website.

2. Please note that this list of material risks will be updated and superseded from time to time pursuant to clause 3.1. You should always have regard to the latest version that we will be available via MidChains website.

3. By signing this Agreement you acknowledge that you have been informed and that you understand and agree that you have read and understood the risk warnings set out in this clause 3 together with the Risk Disclosure Statement published by MidChains on its website.

4. When using the Services you should:

3.1.1 only issue Instructions in relation to Accepted Virtual Assets that you can afford to lose without having to change your standard of living;
3.1.2 cease trading in Accepted Virtual Assets if your financial situation no longer permits it;
3.1.3 ensure that any Transaction is proportionate to your income;
3.1.4 not carry out a Transaction if you are seeking a regular or a safe return.

4. CLASSIFICATION

4.1 Before we permit you to access or use the Services, we will classify you as an Institutional or Qualified Investor. Such classification process will be done and finalised while onboarding you as a Client.  

5. USING THE BROKER DEALER SERVICES

5.1 It is a condition of this Agreement and your access to the Broker-Dealer Services that at all times you satisfy all eligibility conditions applicable to access to and use of the Services, and that you answer all questions you are asked in connection with your application accurately and fully, and to the best of your knowledge and belief.

5.2 By agreeing to the terms of this Agreement and using the Broker-Dealer Services you warrant and represent that:

5.2.1 you are a Person with full legal capacity and authority to enter into this Agreement;
5.2.2 you have read and understood all documents and other information provided to you in relation to MidChains, and you possess the sophistication, expertise and knowledge necessary to make informed decisions in respect of any activities that you instruct us to do and that you will not rely on any communication or statement (in writing) by MidChains as investment advice or as a recommendation to enter into any Transaction. You acknowledge and agree that all Orders or Instructions placed, and trade effected via our services are of execution-only nature.
5.2.3 you will exercise your own prudence, judgement and discretion in determining whether to instruct us or not;
5.2.4 subject to clause 5.1.6, you are the legal and beneficial owner of any Funds you Deposit into your Brokerage Account;
5.2.5 your access to and use of the Services does not breach any Applicable Law or any laws or regulations that are applicable to you in your country of residence;
5.2.6 you have not previously been suspended or removed from using the Services; and
5.2.7 if you are entering into this Agreement on behalf of an Entity or any other Person that you have all necessary rights and authority to act for and to bind that Entity and/or any other Person to the obligations set out in this Agreement.

5.3 Your rights to access and use the Services will not take effect until we have notified you that we have completed our checks, confirmed your identity in accordance with clause Error! Reference source not found., confirmed your right to access and use the Services and a copy of this Agreement along with its subsequent amendments have been provided to you.

6. FINANCIAL CRIME PREVENTION, INTERNATIONAL CONTROL AND SANCTIONS

6.1 MidChains takes its obligations to mitigate the risk of any funds being used for money laundering, terrorist financing and associated financial crimes, very seriously. We have tailored and detailed policies and procedures covering, among other areas, transaction monitoring, Customer Due Diligence (CDD) Procedures and AML Procedures. These are kept under review on an ongoing basis.

6.2 Your right to access and use the Services is subject to Applicable Law. By accessing and using the Services you agree, warrant, and represent that you are compliant with Applicable Law and with the laws of any jurisdiction in which you are resident, incorporated or operating.

6.3 MidChains reserves the right to review and to suspend, restrict or terminate your access or use of the Services if at any time:

(a) you are in, under the control of, or a resident, or a national of one of the FATF high-risk and other monitored jurisdictions, or jurisdiction that prohibits the use of any of the Accepted Virtual Assets, or other jurisdiction, which has strategic deficiencies in its anti-money laundering and countering the financing of terrorism regimes that pose significant threats to the financial system of the EU under the, Commission Delegated Regulation (EU) 2016/1675, or that is subject to the United Nations Security Council Sanctions List or to the sanctions list of the United Arab Emirates (each a “Sanctioned Country”), or if you are a Person on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Commerce Department’s Denied Persons List, or the United Arab Emirates, EU or United Kingdom HM Treasury’s financial sanctions regime (a “Sanctioned Person”); or

(b) you are in, under the control of, or a resident, or a national of a country, or territory that is unrecognised by at least one member state of the United Nations or has limited diplomatic recognition, or a jurisdiction at any time requiring obligatory national license for Virtual Asset exchange business, or special registration, which MidChains might not have; or

(c) you are a Person who fails to meet any due diligence standards, requests, or requirements of MidChains, or are otherwise reasonably considered by MidChains to be of high risk.

6.2 Depending on your place of residence, or the location from which you access or attempt to access the Services, there might be other factors which might limit or preclude your access to or use of the Services. It is your responsibility to follow any laws or regulations that are applicable to you in your country of residence and/or place from which you access the Services.

6.3 MidChains reserves the right to limit or prohibit, at any point of time, the use of the Services for certain jurisdictions if Applicable Law, local laws or regulations or MidChains’ AML Procedures, CDD Procedures or any other relevant risk management measures require such limitation or prohibition.

6.4 MidChains further reserves the right at any time to apply enhanced due diligence measures in relation to Persons reasonably considered by MidChains to be of high risk, including (without limitation) Persons who are in, under the control of, or are residents, or nationals of a Sanctioned Country or any Person who is, or appears to be, or becomes a politically exposed person (“PEP“) or is associated with a PEP.

7. OUR SERVICES

7.1 MidChains will not be responsible for the price at which the purchase and sale of Accepted Virtual Assets is effected and accordingly you will have no claim against MidChains in respect of such price. MidChains does not guarantee the completion of any attempted sale or purchase of Accepted Virtual Assets.

7.2 You will Deposit Fiat Currency and/or Accepted Virtual Assets into your Client Account in such manner as shall be prescribed by MidChains and published via our website for the purpose of using the Services. Fiat Currency and/or Accepted Virtual Assets will be considered deposited into your Client Account only after MidChains has actually received them (including verification of their origin) and not merely upon completion of Deposit.

7.3 In response to a Withdrawal request made by you, MidChains shall withdraw Fiat Currency or Accepted Virtual Assets from the relevant sub-account forming part of your Account according to the methods prescribed by MidChains, which shall then (subject always to MidChains’ AML Procedures, CDD Procedures, KYT and Transaction Monitoring) be transferred to such destination as shall be specified by you. In making such transfers, MidChains is entitled to rely (and relies) on the accuracy and validity of the destination information provided by you and accordingly any such transfer to a Withdrawal destination shall be at your own risk.

7.4 You acknowledge that MidChains does not own or control the underlying software protocols governing the operation of Accepted Virtual Assets. We assume no responsibility for the operation of those underlying protocols, and we are not able to guarantee their functionality, security, or availability. In particular, the underlying protocols may be subject to sudden changes in operating rules (“Forks“), and such Forks may materially affect the value, function, and or the name of the affected Virtual Asset. Where possible, MidChains will provide the Client with notices and alerts on Forks, so that the Client may consider how to deal with upcoming Forks. However, it is the Client’s responsibility to be aware of, and decide how to deal with, forthcoming Forks. In the event of a Fork, there is a risk that MidChains may need to temporarily suspend operations concerning that Fork without providing notice to Clients. MidChains may, in its reasonable discretion, decline to support either or both branches of a Fork. The Client acknowledges the risks presented by Forks and accept that MidChains has no responsibility to assist Clients to move or sell an unsupported branch of a Forked protocol. MidChains does not own or control any Virtual Asset Protocols and their related networks, therefre MidChains is not liable for any change of value of any Virtual Asset, wether as a result of a fork or any similar change to any of Protocols. MidChains is not liable for any losses incurred due to a situation when a Virtual Asset is no longer deemed as an Acceptable Virtual Asset by the relevant authorities.

7.5 MidChains may utilize third-party service providers and entities within the MidChains Group to provide you with the Services. The list of third-party providers is set out on website. While engaging third parties, MidChains ensures compliance with applicable laws and retains accountability for all services provided.

7.6 Deposit in Fiat Currency and/or Accepted Virtual Assets may be held by third-party custodians that are not under our control. These third parties operate independently of MidChains’ control. Thus, MidChains accepts no liability for any default by that third party.

7.7 In the event of defaults, insolvency or similar proceedings involving a third-party holding a Client’s Deposit in Fiat Currency and/or Accepted Virtual Assets, the Clients may face partial or total loss of their assets. MidChains accepts no liabilities for any losses, caused by defaults of such third parties.

7.8 Proceeds such as “airdrops”, staking rewards, or similar benefits linked to your Virtual Assets, when received by MidChains shall accrue exclusively to the benefit of MidChains. Unless we separately agree with you in writing, you consent that we will not pay you or pass on to you any proceeds, airdrops, or any staking gains received by us.

8. USE OF BROKER-DEALER SERVICES

8.1 The Broker-Dealer Services that MidChains offers to you include taking a client’s trade Orders, executing the client’s trade Orders, settlement custody and other customary brokerage services. You understand and agree that MidChains only provides those Services to you to the extent from time to time requested by the Client and agreed to by MidChains.  

8.2 Client Agrees that MidChains may rely and act upon written trade Orders and other Instructions provided by you. Unless otherwise specifically indicated by you, all sell Orders will be long sale. You understand and agrees that any Order to sell short must be designated as such by you. Subject to applicable law, MidChains may in its sole discretion, without prior notice to you, cancel any outstanding Orders or any other commitment made on behalf of you, in whole or in part, should MidChains for any reason whatsoever deem it necessary for MidChain’s protection.   

8.3 You understand and agree that MidChains may execute your trade Orders for your Brokerage Accounts whether on a principal or agency basis without prior notice to you. When MidChains acts on a principal basis, it will sell Virtual Assets that it owns to you to complete your Orders to buy the Virtual Assets.  

8.4 You understand and agree that MidChains may trade Virtual Assets in more than one marketplace. Unless you requested that an Order be executed in a specific marketplace, you understand and agrees that MidChains will, in its sole discretion, and subject to applicable regulatory requirements execute your Orders on any other exchange including a foreign exchange where such Virtual Assets are traded at.

8.5 You acknowledge and agree that MidChains is your agent to complete all Transactions and you hereby authorize MidChains to act on your behalf in all matters necessary or incidental to the handling of Client’s Account, including, without limitation, making advances and expend monies as required to execute such Transactions on your behalf.

8.6 You may instruct MidChains on Business Days to execute Instructions from 9:00 AM to 6:00 PM. MidChains shall endeavour to execute any Instruction during such Business Days.

8.7 You understand that a Brokerage Account is not an advisory account and that MidChains will act solely in its capacity as a broker-dealer (and not as an investment adviser). You understand and agree that any investment advice provided by MidChains with respect to a Brokerage Account is solely incidental to the Broker-Dealer Services provided to you and such investment advice is not rendered on a regular basis. You represent and warrants that any such incidental advice does not form the primary basis for your Order’s decisions.

8.8 You further understand that your Virtual Assets and Client Money are totally segregated from MidChains assets. And your Virtual Assets and Client Money does not benefit of any form of deposit protection.

9. RECEIVING AND EXECUTING INSTRUCTIONS

9.1 You hereby authorize MidChains, its associates and their designees to accept any written Instruction provided from time to time by you any third party that you have authorized to act on your behalf (an “Agent”). Client authorizes MidChains, its associates and their designees to accept written Instructions from any of your representatives, such as an officer, partner, power of attorney, or agent (each, an “Authorized Representative”). You acknowledge and agree that MidChains shall be entitled to rely upon and will rely upon and assume the accuracy and completeness of any such Instructions without any independent investigation, inquiry or verification. You understand and agrees that, in the event of a dispute relating to an Account involving you, your Authorized Representatives, or third parties MidChains may refuse to accept Instructions with respect to the Account.

9.2 E-mail, instant messaging and other electronic communication features (such as Whatsapp, Telegram, Signal,…) may be available to you as a convenience to enhance your communication with MidChains and such electronic communications streams can be amended or grow in the future without further notifications from MidChains’end. Unless otherwise agreed to by MidChains, you shall not use these features to request, authorize or effect any transaction, to send fund transfer Instructions, or for any other communication that requires non-electronic written authorization. MidChains shall not be responsible for any losses or damages that result if any such communication is not accepted or processed. You agree that you shall use e-mail and instant messaging functionality and features in compliance with applicable law, rules, and regulations. You acknowledge and agrees that your telephone calls to MidChains may be monitored and recorded for training and quality control purposes.

9.3 You agree to indemnify and hold harmless MidChains, its affiliates, and each of their respective current and former officers, directors, agents, and employees (each, a “Covered MidChains Party”) to the fullest extent permitted by applicable law and regulation from and against all losses, liabilities, costs, or expenses, including reasonable attorneys’ fees (collectively “Losses”), that a Covered MidChains Party may incur directly or indirectly arising out of or relating to MidChains implementation of any instruction given by you or your Authorized Representative.  

9.4 MidChains will notify you once a Transaction has been executed on your behalf.

9.5 Multiples of Transactions within the same account on the same day may appear together in one trade confirmation. MidChains may organize the confirmation in this manner as it is easy to find and understand the relevant details about each trade or any other relevant information.

9.6 MidChains will not permit Transactions with a frequency or in amounts to the extent that it reasonably considers those Transactions to have no commercial purpose other than to obtain a benefit from Transaction volumes.

9.7 While providing you the Services, MidChains shall act honestly, fairly and in your best interests and in line with the market’s integrity.

10. STATEMENTS

10.1 MidChains will not physically send out statements. Instead, you may view your near-real time statement at any time upon logging into your Account. You may also download PDF statements of a requested period via your Account.

10.2 MidChains will publish from time to time on its website the full list of Fiat Currencies and Accepted Virtual Assets and pairings available.

10.3 Statements will include the following:

(a) your available balance reported by reference to the Accepted Virtual Assets and/or Fiat Currency held, or the relevant exchange rate if not reported in the currency in which the money is held;
(b) the amount, date and value of each Transaction during the previous month;
(c) any commission or fees that might from time to time be charged on your Account since the previous statement.

10.4 Statements will be accessible for up to 10 years after your Account is closed, however we recommend that you download and store your statements locally on a regular basis.

11. FEES AND CHARGES

11.1 Based on the Order Execution Policy, and unless agreed otherwise while executing your Instructions and agreed with you, you hereby agree to pay to MidChains on demand and if any all fees and charges relating to your Brokerage or Client Accounts for any services that you receive from MidChains, which for the avoidance of doubt includes the fees or charges of a third party that MidChains incurs in the course of providing Services to you. Such fees and charges may include other fees for specific services that you may request from MidChains.

11.2 MidChains fees and charges are subject to change at any time at MidChains sole discretion and without notice to you. All the list of fees are published on MidChains website.

11.3 You authorize MidChains to automatically debit fees and charges from the Client’s Accounts, and to the extent permitted by applicable law, transfer excess funds between Accounts for purposes of paying such fees and charges.

12. SECURITY

12.1 You must always observe the security duties in relation to your Security Measures to prevent unauthorised use or fraud. You are advised to:

12.1.1 never access the Services from any public internet access point, for example by accessing your Account from a Computer located in a public internet shop;
12.1.2 never access the Services in such a way that third parties would be able to see, access or obtain your Security Measures;
12.1.3 keep your Security Measures secret. Never record your Security Measures on any software or utilise any “save password” facility on your internet browser whereby your Security Measures is automatically saved for future use;
12.1.4 never leave your Computer unattended whilst using the Platform or otherwise use your Computer and/or the Platform in a place where people can view your screen and see your Account information;
12.1.5 If you believe that your Security Measures have become known to a third party, then you must change them immediately; and
12.1.6 We may block access to your account for security or legal reasons if we suspect that your account is being used by 3^rd party without your permission.

12.2 The following precautions should also be taken to prevent unauthorised use or fraud. You are advised to:

12.2.1 keep your Computer secure;
12.2.2 always treat emails you receive from a sender claiming to be from your bank with caution and be wary of emails or calls asking you for any personal security details. We (or law enforcement bodies) will never contact you to ask you for your Security Measures;

12.3 You must comply with all instructions which we may give you from time to time in relation to the operation of the Platform, Security Measures and security arrangements in connection with the same.

12.4 You agree to co-operate fully with us, and any relevant law enforcement body in relation to any investigation into any actual or suspected misuse of your security details, including your Security Measures and will provide any and all relevant information to assist in any such investigation if requested to do so by us or by law enforcement bodies.

12.5 You acknowledge that any use of the Internet may be subject to a cyber attack and/or communication failure. MidChains shall not bear any liability, whatsoever, for any damage or interruptions caused by computer viruses, spyware, Trojan horses, worms or other malware that may affect your systems, computer or other equipment, or any phishing, spoofing or other virus attacks. MidChains recommends that you use a reputable and available virus screening and prevention software at all times. You should also apply caution when reviewing text messages and emails purporting to originate from MidChains, as SMS and emails are also vulnerable to phishing and spoofing and additional viruses.

13. LIABILITY

13.1 We are not responsible or liable to you if:

13.1.1 you divulge or give any security information and/or your Brokerage Account access and security measures to an unauthorised third party;
13.1.2 any third party overhears any telephone call that you make to us in connection with your Brokerage Account; 
13.1.3 the loss of your seed phrase and/or private keys of your Virtual Assets wallet; or
13.1.4 any breach of third-party platforms or exchanges where the Virtual Assets are held.

13.2 Except if it arises from our negligence, fraud or wilful default, you will be liable to compensate us in full for any losses, costs, liabilities, actions and/or expenses regulating from your failure to comply with this Agreement, or resulting from any action taken by us or our agents in accordance with your Instructions and this Agreement.

13.3 You acknowledge and agree that the exclusions and limitations of liability set out in this clause 13 are integral to the level of Fees payable by you of the Services, and that, where MidChains to assume any further liability other than as expressly set out, such Fees would of necessity be set substantially higher. As such, you agree that the limitations and exclusions of liability set out in this clause 17 are reasonable.

14. AVAILABILITY OF SERVICE

14.1 MidChains will use all reasonable endeavours to ensure continuous availability of the Broker-Dealer Services, but you acknowledge that there may be times when the Broker-Dealer Services might not be available due to unforeseen or technical problems, for maintenance, if we suspect security breaches or fraud, failure of power supplies, failure of equipment (hardware or software) or events generally beyond our reasonable control.

14.2 We will use reasonable endeavours to inform you without undue delay if any Broker-Dealer Services are unavailable.

14.3 We may withdraw or suspend all or part of the Broker-Dealer Services to you where we consider it necessary or advisable to do so.

14.4 We are not responsible and shall not be liable to you for any loss, expense, or delay that you may suffer because of any delay, withdrawal or suspension of the Broker-Dealer Services and/or the processing of any Instruction.

15. TAX

15.1 You are responsible for accounting for and meeting all tax liabilities you may incur in connection with your Account and as a result of your access to and use of the Broker-Dealer Services.

15.2 You acknowledge and agree that MidChains will not provide you with any tax advice. You will be responsible at all times for the payment of all taxes due as a result of your use of the Broker-Dealer Services and for providing any relevant tax authority with any information that is requested from you.

15.3 You acknowledge that you may be subject to taxes and costs that are not imposed by us or paid via us. It is your responsibility to ensure the payment of all taxes as they fall due. You further acknowledge and agree that if we are required by any Applicable Law to withhold any Funds and to transfer them to any relevant tax authority then we may do so.

16. RECORDS

16.1 We keep records of your Transactions for not less than 10 years from the date of termination of this Agreement and your right to access and use the Broker-Dealer Services. Without prejudice to our obligation to maintain records sufficient to meet the requirements of Applicable Law, voice and electronic communications relevant to any of the matters referred to in this clause 16.0 may be kept for a minimum of 10 years.

16.2 You agree that you will not object to the admission in evidence of our records in any legal proceedings on the basis that our records are not originals, are produced by computer or are not in writing.

17. DATA PROTECTION

17.1 We are committed to meeting our obligations as data controller or processor, and safeguarding the privacy of our customers, and to protecting the personal data we collect and store in the course of providing our Services including (without limitation) records kept in accordance with clause 21.

17.2 “Personal data” is information or data which identifies you (or other individuals) and is about you (or those other individuals), such as your name, postal address, email address, or financial information. Depending on our relationship with you, we will collect and store personal data about you, including identity verification and contact information, investment and financial information, information about any payment cards or other bank accounts you may hold, credit reference and scoring information, and any other personal data provided by you to us, or that we obtain in the course of our relationship.

17.3 Further information about the scope, nature and purpose of processing by MidChains, the duration of the processing and the types of personal data and categories of data subject, is set out in the MidChains Privacy Policy (as updated from time to time) a copy of which is accessible on the website or may be requested from us at any time (the “Privacy Policy”).

17.4 When you apply to access and use the Services, you consent to us using your personal data in accordance with the Privacy Policy. If you provide personal data on any third party (including any Authorised Representatives), you must ensure that the third party is aware of how we use personal data (as set out in this Agreement and the Privacy Policy (as applicable)) and consents to our use of the data for these purposes.

17.5 You agree that you will comply with all Applicable Law relating to data protection and the Privacy Policy. We may be required to disclose your data to third parties for the purpose of or in connection with our legal obligations under this Agreement including but not limited to:

17.5.1 third parties we may use for the purposes of onboarding procedures, CDD Procedures and AML Procedures;
17.5.2 tax authorities; and
17.5.3 courts or other representative bodies of law and justice.

17.6 You may ask us at any time for a list of relevant third parties.

18 VARIATION

18.1 We may change the terms of this Agreement, including fees and charges, by providing you with at least (30) thirty Calendar Days’ notice, where possible.

18.2 We will explain the reason for the change when we provide you with a notice of the change.

18.3 We will ensure the most recent version of this Client Agreement and its most recent changes are available on MidChains website and have been provided to you.

18.4 MidChains FZE will maintain a record of all versions of Client Agreements and be able to identify all changes made between versions.

18.5 If you do not want to continue this Agreement because of a change we are making you have the right to terminate this Agreement immediately and without charge by giving us written notice before the change comes into effect. However, in the event that you do not cancel this Agreement during this period and you continue to access and use the Broker-Dealer Services then you will be deemed to have accepted the notified changes which will then apply to you.

19 TERMINATION

19.1 You may end this Agreement for any reason by giving us at least (10) ten Business Days’ notice. Notice must be given to us in writing by email to: [email protected] and must include details of any account or other withdrawal destination to which (subject to CDD Procedures and AML Procedures) we may return Funds remaining within your Brokerage Account following deduction of any Fees or other sums properly due to MidChains.

19.2 We may end this Agreement immediately in the following circumstances:

19.2.1 we discover that any of the information that you have provided to us is materially false or misleading;
19.2.2 we are required to do so to comply with any applicable regulations or legislation;
19.2.3 (if a natural person) you die;
19.2.4 there is threatening or abusive behaviour made towards our employees;
19.2.5 you become bankrupt or subject to any analogous insolvency procedure in any relevant jurisdiction; or
19.2.6 you have seriously or persistently breached this Agreement or we have reason to believe that you have used, or intend to use your Brokerage Account for fraudulent or other unlawful purposes;

19.3 In any other event, we will give you at least (30) thirty Business Days’ notice of our intention to terminate this Agreement and close your Brokerage Account.

19.4 Ending this Agreement will not affect your continuing liability to us in respect of any breach of this Agreement, fraudulent or negligent use of your Brokerage Account.

20 CONFLICTS OF INTEREST

20.1 MidChains maintains a Conflicts of Interest Policy which is available to be viewed on its website and/or upon request. In accordance with that Conflicts of Interest Policy, we have in place arrangements to identify and manage conflicts of interest that arise between ourselves and our Clients and between our different clients.

20.2 Your attention is drawn to the fact that if and when we deal on your behalf, we, or some other person connected with us may have an interest, relationship or arrangement that is material in relation to the transaction or service concerned.

20.3 In the event of a material conflict of interest being identified, we will undertake to remove that conflict in as appropriate and timely manner as possible.

20.4 If we are unable to remove the conflict, we will notify you of it and advise what options are available to take matters forward.

20.5 In order to mitigate the risks associated arising from potential conflicts, MidChains has in place strict segregation of duties, management oversight, adequate professional training, and effective compliance programs.

21 COMPLAINTS

21.1 Complaints about our Broker-Dealer Services will be dealt with in accordance with our Complaints Procedure which can be found on our website. Our Complaints Procedure is available at any time on our website.

21.2 Your complaint will be reviewed by our compliance officer and will be addressed in accordance with our Complaints Procedure. If we cannot resolve your complaint on the day of receipt, we will contact you promptly and in any event within one [1] week to acknowledge receipt of your complaint, and to provide you with the following further information:

21.2.1 the contact details of the person who will be responsible for handling the complaint;
21.2.2 the timelines in which MidChains will update you on the progress of handling the complaint (we aim to resolve complaints promptly and in any event within four [4] weeks of receipt, and we will update you on progress if the matter has not been resolved within four [4] weeks of the complaint being made and resolve the complaint no later than eight [8] weeks from when the complaint was made;
21.2.3the procedures for referring the complaint to another regulated financial institution, if we consider that another regulated financial institution is entirely or partly responsible for the matter complained of that you will be advised in writing of the resolution of the complaint and with clear terms of redress, if applicable; and
21.2.4 if you are not satisfied with the terms of redress offered by MidChains, you may pursue any other avenues for the resolution of the complaint such as an external dispute resolution scheme, arbitration or the referring the issue to the relevant Courts.

22 GENERAL

22.1 Notices

22.1.1 Any notice, demand or communication given by us under this Agreement will be given via email.  
22.1.2 You may give notice to us in writing sent to our registered address as set out in this Agreement and marked for the attention of Customer Support.

23 ASSIGNMENT

You may not assign or transfer any of your rights and/or benefits under this Agreement and you shall be the sole party to the contract between us. You will remain liable until all sums due under this Agreement have been paid by you in full. We may assign our rights and benefits at any time without prior written notice to you.

24. SEVERABILITY

If any provision of this Agreement is deemed unenforceable or illegal, the remaining provisions will continue in full force and effect.

25. ENTIRE AGREEMENT

This Agreement (together with any documents referred to therein) constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

26. FORCE MAJEURE

We shall not be in breach of this Agreement nor liable for any loss you may suffer if we are prevented from providing the Broker-Dealer Services, by reason of strikes, industrial action, failure of power supplies, failure of banking payment transmission or clearing systems (save insofar as we are legally liable), failure of telecommunications or other equipment, industrial dispute or other causes beyond our reasonable control.

27. NO WAIVER

Any delay or failure to exercise any right or remedy under this Agreement by us shall not be construed as a waiver of that right or remedy or preclude its exercise at any subsequent time.

28. CUMULATIVE REMEDIES

Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by Applicable Law.

29. COMMUNICATIONS

29.1 This Agreement and all documents and information in connection with the Agreement, will be provided to you in English and Arabic. In case of a conflict the Arabic version shall prevail before the Courts.

29.2 We will communicate with you in connection with the Agreement in English, and we will only accept Instructions and notices from you that were addressed in English.

30. SIGNATURES

Rather than rely on an original signature, MidChains may elect to rely on a signature that is transmitted, recorded or stored by any electronic, optical or similar means (including telecopy, imaging, photocopying, electronic mail, electronic data interchange, telegram or DocuSign) as if it were (and the signature will be considered and have the same effect as) a valid and binding original.

31. JURISDICTION AND GOVERNING LAW

This Agreement is governed by the laws of the UAE and you agree to submit to the exclusive jurisdiction of the Courts of Dubai.