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  1. NBL SECURITIES LIMITED CUSTOMER AGREEMENT
  2.  
  3. 1. Introduction
  4.  
  5. This Customer Agreement (Agreement) sets out the terms and conditions pursuant to which NBL Securities Limited (NBLSL) may open and operate one or more accounts on your behalf for transactions (purchase, sale) or carrying of securities relating thereto or the borrowing of funds (each, an “Account”), which transactions are cleared through NBL Securities Limited.
  6.  
  7. 1.1 Definitions
  8.  
  9. a. "Broker" shall mean NBL Securities Limited.
  10.  
  11. b. “Trek” shall mean NBL Securities Limited’s mobile application for trading
  12.  
  13. c. “Account Holder” shall mean the person who engages in trading activities through the broker and shall include Buyer and Seller.
  14.  
  15. d. "Buyer" shall mean the person or persons or company who intends to buy securities for him/her/their through the Broker
  16.  
  17. e. "Seller" shall mean the person or persons or company who intends to sell his/her/their securities through the Broker.
  18.  
  19. f. "BO Account" shall mean the account opened by the account holder with the Broker to sell/buy securities.
  20.  
  21. g. "Settlement day" shall mean the days declared by the Stock Exchange, on which transactions carried out by the Broker on behalf of the account holder at the Stock Exchange are settled/cleared with the Stock Exchange.
  22.  
  23. h. "CDBL" shall mean Central Depository Bangladesh Limited incorporated on 20th August 2000 in Bangladesh under the Central Depository Act.
  24.  
  25. References to this “Agreement” include these terms and conditions as well as any other agreements or disclosures that apply to your Account, each as amended or supplemented from time to time.
  26.  
  27. THIS AGREEMENT IS A LEGAL AGREEMENT AND IT IS IMPORTANT THAT YOU CAREFULLY READ AND UNDERSTAND ITS TERMS BEFORE AGREEING TO IT. IF YOU HAVE ANY QUESTIONS,YOU SHOULD CONTACT NBLSL OR SEEK INDEPENDENT ADVICE.
  28.  
  29. BY AGREEING TO THIS AGREEMENT AND OPENING OR USING AN BROKERAGE ACCOUNT,YOU EXPRESSLY AGREE TO THE TERMS OF THIS AGREEMENT AND ANY OTHER AGREEMENTS OR TERMS INCORPORATED INTO IT. CLICKING OR TAPPING “SUBMIT APPLICATION”, “AGREE” OR ANY SIMILAR BUTTON OR ACKNOWLEDGEMENT AS PARTOF THE APPLICATION PROCESS, IS LEGALLY EQUIVALENT TO MANUALLY SIGNING THIS AGREEMENT, AND YOU WILL BE LEGALLY BOUND BY THIS AGREEMENT.
  30.  
  31. THIS AGREEMENT AND ITS TERMS MAY BE SUPPLEMENTED OR AMENDED FROM TIME TO TIME BY NBLSL BY NOTICE TO YOU, AND SUCH NOTICE REQUIREMENT MAY BE SATISFIED BY THE REVISED TERMS BEING POSTED ON THE NBLSL WEBSITE, AND YOU AGREE TO CHECK FOR UPDATES TO THIS AGREEMENT.
  32.  
  33. By entering into this Agreement, you acknowledge receipt of the NBLSL TERMS AND CONDITIONS, NBLSL USE AND RISK DISCLOSURES, NBLSL FINANCIAL PRODUCT FEATURES DISCLOSURES, TRADING RISK DISCLOSURE AND OTHERS DISCLOSURE which are incorporated by reference into this Agreement. You also acknowledge receipt of the NBLSL Privacy Policy.
  34.  
  35. 2. Account Related Declaration
  36.  
  37.    2.1. When customer open or apply to open a Brokerage Account to access services on the NBLSL mobile application “Trek”, you are entering into direct contractual relationships with NBL Securities and any others NBLSL offers services.
  38.  
  39.    2.2. To be eligible to open or have an Account, you must be legally permitted to have an Account and in compliance with the terms and conditions of this Agreement and Applicable Law, as well as any other eligibility criteria we may implement from time to time.
  40.  
  41.   2.3. Your Account is self-directed and you are solely responsible for any and all orders placed in your Account, for your investment decisions, and for determining the suitability of any particular transaction, security, or investment strategy. You agree that all orders entered by you (or signatory of institutional account) are based on your own investment decisions, except as provided in Section 2.4 below.
  42.  
  43.   2.4. You agree and understand that as a brokerage NBLSL or persons acting on NBLSL’s behalf does not provide any investment advice or recommend any particular security, transaction, or order, or other matter connected with your Account, nor will they advise you about the merits of any action or investment decision relating to your Account or any security you hold.
  44.  
  45. 3. Market Data.
  46.  
  47. 3.1  NBLSL may provide or make available information, data or content that may relate to securities and the securities markets, including close price data, bid and asked quotations, fundamental information, and other information or data (collectively, “Market Data”).
  48.  
  49. 3.2  We obtain Market Data from Exchanges and publicly disclosed information, third-party information providers, and other parties that distribute or transmit Market Data (collectively, “Third Party Providers”). If we provide or make Market Data available to you, this does not grant you any rights over or in that Market Data. Market Data is provided to you on the basis that you represent and warrant that you are a Non-professional and you will use any Market Data solely for your personal non-business use.
  50.  
  51. 4. Customer Representations and Responsibilities.
  52.  
  53. 4.1 Information Accuracy.
  54.  
  55. The applicant hereby declares that any and all information including any image, document, identity information etc. provided herein in any form in connection with your Account or application for an Account or any services are true, accurate, current and complete being provided by the original applicant with clear intent to be used for opening BO account for the applicant in due compliance with the law. The Account holder acknowledge that knowingly giving false information for the purpose of inducing NBLSL to extend credit constitutes is an offense under the securities laws of Bangladesh.
  56.  
  57. If any information that you have provided to NBLSL for changes, you agree to promptly notify NBLSL of such changes in writing within ten (10) days. You agree that this Agreement, the account application, and any other document you furnish in connection with your Account is NBLSL’s property.
  58.  
  59. 4.2 Self
  60.  
  61. You represent and warrant that:
  62.  
  63.   (a)    You are of legal age (at least 18 years) to enter into a contract under the laws of Bangladesh and also authorized to enter into this Agreement.
  64.  
  65.   (b)    You are the sole owner of the Account. No other person has any interest in the Account opened pursuant to this Agreement.
  66.  
  67.  (c)   Except as otherwise disclosed to NBLSL in writing, neither you nor any member of your immediate family is an officer or Sponsor/Director of any Broker/Dealer/Exchange/ Depository/Clearing & Settlement Company/Listed Company. You agree to promptly notify NBLSL in writing about the name and address of the Broker/Dealer/Exchange/ Depository/Clearing & Settlement Company/Listed Company with designation if you or a member of your immediate family becomes registered or employed in any of the above-described capacities.
  68.  
  69.   (d)    You are not a “Securities Professional”, and you are using the Account for your own personal/ non-business use.
  70.  
  71.   (e)    You are not an officer, director, or 10% shareholder of any publicly listed company. If you have 10% or above stake, then you must have to give disclosure.
  72.  
  73. 4.3 Risks.
  74.  
  75. You acknowledge and understand that all investments involve risk, that losses may exceed the principal invested,and that the past performance of a security, industry, sector, market, or financial product does not guarantee future results or returns. You are solely responsible for all investment decisions associated with your Account including any risks in connection with the purchase or sale of securities (which includes the risk of loss).
  76.  
  77. 4.4 Account Defaults.
  78.  
  79. Your Account comes with many defaulted service instructions features and preferences. You understand that you are not required to use these defaulted options or preferences and that once your Account is approved and opened, you have the sole discretion to control and adjust such defaulted service preferences that relate to your account.
  80.  
  81. 4.5 Knowledge of Account.
  82.  
  83. You are solely responsible for knowing the rights and terms for all securities purchased, sold and maintained in your Account including mergers, name changes or symbol changes, corporate actions and changes in the basic features. Certain securities – including bonds, convertible securities, Small capital board, derivatives, Alternative Trading Board (ATB), Exchange Traded Fund (ETF), stock dividend and rights, and other securities subject to exchange offers or tenders - may grant you valuable rights that may expire unless you take specific action, and you are solely responsible for knowing all expiration dates, redemption dates, and the circumstances under which rights associated with your securities or investment may expire, canceled, or modified. NBLSL may, but is not obligated to, notify you of any upcoming expiration or redemption dates, or take any action on your behalf without specific instructions, except as required by law and the rules of regulatory authorities.
  84.  
  85. 4.6 Review of Confirmations and Statements.
  86.  
  87. You agree that it is your responsibility to review order execution confirmations and statements of your Account promptly upon receipt. These documents will be considered binding on you unless you notify us of an objection within seven (7) days from the date of confirmations and Account statements are sent. Such objection must be immediately confirmed in writing or notify through registered email. In all cases, NBLSL reserves the right to determine the validity of your objection.
  88.  
  89. 4.7 Orders and Instructions.
  90.  
  91. Any instruction or order given for your Account, including via the Platform (Trek app) or using your Account credentials (username or password) will be treated as being from you and fully authorized by you. You agree that NBLSL shall be entitled (but not required) to act upon any written instructions given by you from time to time to purchase and/or sell investments (which shall include stocks, debentures, mutual funds and private placement or any other similar financial instrument as may be made available), on receipt of such instructions along with a cash deposit or delivery of shares. You instruct and authorize NBLSL to rely on such instruction or order without further inquiry, and agree that NBLSL will not be liable for doing so. NBL Securities Limited considers it reasonably practicable to purchase and/or sell investments in accordance with those instructions, provided always that (I) any such dealings do not contravene any applicable laws or regulations; and (II) accounts holder's instruction shall include the name of the investment, quantity, price with notification of limit or discretion, the duration of the order, the nature of the lot (i.e. scrip size) for sale or the  desired format for purchase order. The order should specify completion formats of all or partial filed with minimum trade value or number of shares and mode of execution. You agree not to allow any person access to your Account, your Account username or password, or permit any other person to give orders or instructions on your Account to NBLSL, without the prior consent of NBLSL. If any other person has access to your Account, your Device, your Account username or password, that is solely at your own risk. NBLSL may execute your orders on any exchange or market. NBLSL reserves the right to require full payment in cleared funds prior to the acceptance of any order. In some event if you fail to provide sufficient funds, NBLSL may, at its option and without notice, (i) charge a reasonable rate of interest, (ii) liquidate the instrument subject of the buy order, or (iii) sell other instrument owned by you and held in your Account. NBLSL may also charge any consequential Loss to your Account.
  92.  
  93. 4.8 Assistance by NBLSL
  94.  
  95. You may place “Support Request” to NBLSL in any form electronically or in writing by using the Platform, any of NBLSL’s services (Trek App or web version), any investment tools available on the Platform, or any other information or thing or service provided by NBLSL, that Support Request and assistance provided relating to it will be limited to functional or operational explanation or assistance and, if requested by you, to the entry or correction by NBLSL or its Representatives of information or variables provided by you, and that such assistance and any communication from NBLSL or its Representatives in connection with a Support Request does not constitute investment advice, an opinion with respect to the suitability of any transaction, or solicitation of any orders.
  96.  
  97. 4.9 No Advice.
  98.  
  99. As per regulatory directions, as a broker NBLSL does not provide any advice to you, and in particular, NBLSL does not provide any tax, legal, financial, or accounting advice. You are encouraged to consult your own tax advisor or attorney.
  100.  
  101. 4.10 Discontinuation of Services.
  102.  
  103. NBLSL may discontinue your Account or any Account-related services immediately by providing written notice to you for any inappropriate conduct directed toward NBLSL or its Affiliates’ officers, employees, contractors, or customers. Any such behavior, as determined by NBLSL in its sole discretion, may result in the discontinuation of your Account.
  104.  
  105. 4.11 Promotions Programs
  106.  
  107. You agree to the terms or conditions of any NBLSL promotions programs that you participate in. You understand that any such promotions may have significant limitations on eligibility or rewards.
  108.  
  109. 4.12 Authorized Person and Power of Attorney (POA)
  110.  
  111. You agree not to allow any person access to your Account, or Account credential, or permit any other person to give orders or instructions on your Account to NBLSL, without the prior consent of NBLSL. At present NBLSL don’t allow any person as your duly authorized person or Power of Attorney (POA).
  112.  
  113. In future, NBLSL may in its sole discretion permit you to appoint your duly authorized person or Power of Attorney (POA) to act on your behalf with respect to your Account subject to the prior notice that NBLSL may require for satisfying regulatory guidelines. You are solely responsible for any risks associated with your duly authorized person or Power of Attorney (POA). NBLSL is not responsible for the validation of your any act
  114.  
  115. 4.13 Obligation towards Update Software.
  116.  
  117. From time to time, NBLSL will release software updates for the Trek App. You understand and agree that you are responsible for upgrading your software and maintaining the latest version of the App on your mobile device. Failing to do so may result in you encountering content that contains out-of-date, missing, or incorrect information including, among other things, important disclosures and agreement updates. NBLSL will not be responsible for any losses caused by your use of outdated software.
  118.  
  119. 5. Account Security.
  120.  
  121. In order to set up and access your Account through the Trek App, you will be required to create or will be given security details, including an Account username and password. You are solely responsible for monitoring and safeguarding your Account and access to your Account.
  122.  
  123. You agree to notify NBLSL immediately and in any event within 24 hours if you become aware of any “Potential Fraudulent Event”: (i) any loss, theft, or unauthorized use of your Account, Account username or password; (ii) any failure by you to receive any Account communication such as confirmation of an order or a statement; (iii) any receipt by you of an Account communication that you do not recognize such as a confirmation of an order that you did not place; (iv) any inaccurate information in or relating to your orders, trades, margin status, Account balances, deposits, withdrawals, securities positions or transaction history; (v) any receipt by you of a security notification concerning your Account that notifies you of an event or action that you do not recognize; or (vi) any other unauthorized use or access of your Account.
  124.  
  125. Upon request by NBLSL, you agree to report any Potential Fraudulent Event promptly to legal authorities and provide NBLSL a copy of any report prepared by such legal authorities and also cooperate fully with them. You agree to indemnify and hold NBLSL, its Affiliates, and their respective officers, directors, and employees harmless from and against any losses arising out of or relating to any Potential Fraudulent Event.
  126.  
  127. 6. Procedures for Opening a New Account or Maintaining an Account.
  128.  
  129. You must provide your information in accordance with Form-02 as required under CDBL Bye Laws 7.3.3(b) and also provide a signed declaration acknowledging and agreeing to comply with the terms and conditions of operation of the Depository Account with NBLSL as per Annexure E of the Bye Laws and any other information necessary for e-KYC.
  130.  
  131. NBLSL may take steps to verify the accuracy of the information you provide relating to your Account or otherwise. You will provide prompt notification to NBLSL of any changes in the information including your name, address, e- mail address, and cell number. NBLSL may retain such documents and their respective records as per the retention requirements of respective laws.
  132.  
  133. By uploading the scanned signature and accepting the Terms and Conditions below, the account holder/user also acknowledges and declares his/her compliance with the CDBL BYE LAWS ANNEXURE-E as per following agreement.
  134.  
  135. 7. Applicable Laws and Regulations.
  136.  
  137. All transactions in your Account will be subject to all Applicable Laws. In no event will NBLSL be obligated to affect any transaction or provide any service or take any action that it believes would or might violate or be contrary to any applicable laws.
  138.  
  139. 8. Residual Funds
  140.  
  141. In the event Your Account is closed or cancelled for any reason and thereafter NBLSL receives funds to be applied to your Account, NBLSL reserves the right to apply the funds to any obligations you may have in your Account and/or transfer the funds to the balance of any active account you may own with an NBLSL Affiliate.
  142.  
  143. 9. Market Volatility; Market Orders; Limit Orders; and Queued Orders.
  144.  
  145. You may place orders with Limit or Market option. If your order is executed, you will receive the status of order execution with price. There are many steps in between placing an order and seeing it in the application you are using. The same is true for the executions against the orders. When you place an order basic step are:
  146.  
  147. In case of limit order the maximum and minimum order price limits are checked against your order amongst other parameters (Circuit Breaker and Circuit Filter) and if the order price is  within allowed limits it moves to risk management.
  148. Your order-related share or fund is checked and blocked in equivalent quantity or amount - risk management is complete.
  149. Next the order send to the exchange in the format exchange receives orders
  150. Exchange receives the order and checks against days allowed parameters and confirms acceptance of the order and assigns a market order ID and returns the acknowledgement
  151. Once acknowledgement is received you see your order as active in the market.
  152. The whole process may take nano second depending on the network connectivity, speed of connectivity, application software performance etc. When you place a market order, you may have seen a market depth with a certain level of prices on the buy and sell side. However due to the inherent market volatility and the time it takes for the round trip of the order from your application to exchange and back, active market buy sell order status may have fluctuated and not be the same as what you have seen during placing the order. As a result, your order, if executed, may get executed at a price not exactly matching your expectations. In case of a limit order execution depends on market conditions.
  153.  
  154. 10. Alternative Trading Board (ATB) Securities
  155.  
  156. Alternative Trading board and other thinly-traded securities (collectively “ATB Stocks”) present particular trading risks, because they are relatively less liquid and more volatile than actively traded securities listed on a major exchange. You understand that ATB Stocks may be subject to different trading rules and systems