General Terms of Use

1. Introduction and Acceptance of Terms

Welcome to Himma Financing Company, a platform that connects Lenders/Investors with Borrowers seeking financing in the Kingdom of Saudi Arabia. By accessing or using our platform, you agree to be bound by these General Terms of Use ("Terms"). These Terms govern your access to and use of our services, and constitute a legal agreement between you, whether as a Lender/Investor or a Borrower, and Himma Financing Company.Please read these Terms carefully before using our services. By using the platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you should not access or use the platform. These Terms are subject to change by Himma Financing Company at any time, and your continued use of the platform after any changes to the Terms have been made will constitute your acceptance of those changes.Himmah Platform for Debt-Crowdfunding (“Himmah”) is a closed joint stock company, licensed by the Saudi Central Bank under license number (_)1 to engage in crowdfunding activities, and to facilitates direct financing between beneficiaries and financiers (investors). We note that this type of financial transactions is regarded as a high-risk investment. It could result in the loss of investor’s capital or the materialization of other financial risks.

2. Description of Services

This Agreement governs the provision of Shari'a compliant invoice financing services ("Services") by Himma Financing Company ("Platform Operator") to registered users, including Lenders/Investors and Borrowers. The Services enable Lenders/Investors to provide financing to Borrowers for their invoices through a Murabah (cost-plus sale) structure, in compliance with Islamic finance principles. The Platform Operator facilitates these transactions by acting as an intermediary, ensuring that all financing activities are conducted in accordance with Shari'a law and the regulatory framework of Saudi Arabia.

The Services include,: but are not limited to:

- Identification and verification of Borrowers and their invoices for financing.
- Matching eligible Borrowers with Lenders/Investors willing to finance their invoices.
- Facilitation of the Murabah transaction between the Borrower and the Lender/Investor.
- Management of the repayment process from Borrowers to Lenders/Investors.
- Ensuring compliance with all relevant Shari'a and regulatory requirements.

The Platform Operator reserves the right to modify, suspend, or discontinue any aspect of the Services at any time, without notice, in its sole discretion. Any changes to the Services will be communicated to registered users through the platform or via email.

3. User Registration and Accounts

To access and use the Services, users must create an account ("Account") by providing all required information in a truthful and accurate manner. The creation of an Account is subject to verification by the Platform Operator, Himma Financing Company, as per the applicable regulations in the Kingdom of Saudi Arabia. Users agree to maintain the accuracy of their information and to update it promptly in the event of any changes.

Each Account is personal and non-transferable. Users are responsible for maintaining the confidentiality of their Account information, including the password, and for all activities that occur under their Account. Users must notify Himma Financing Company immediately of any unauthorized use of their Account or any other breach of security.

The Platform Operator reserves the right to suspend or terminate an Account if any information provided during the registration process or thereafter proves to be inaccurate, not current, or incomplete. Himma Financing Company is committed to ensuring that the Services are used in accordance with Islamic finance principles, including Murabah, and in compliance with the laws and regulations of the Kingdom of Saudi Arabia.

4. User Responsibilities and Conduct

In accessing or using the Services provided by Himma Financing Company ("the Platform Operator"), you ("the User") agree to comply with the following responsibilities and conduct guidelines:

- Maintain the confidentiality of your Account information, including your password, and to not share your Account details with any third party.
- Provide accurate, current, and complete information as may be required for the use of the Services.
- Comply with all applicable laws and regulations of Saudi Arabia, including those related to Shari'a compliant finance.
- Use the Services only for lawful purposes and in a manner that does not infringe the rights of, or restrict or inhibit the use and enjoyment of the Services by, any third party.

You are prohibited from:
- Using the Services for any fraudulent or illegal purpose, or engaging in any activity that facilitates fraud.
- Accessing or attempting to access any other User's Account without authorization.
- Altering or modifying any part of the Services without the Platform - Operator's prior written consent.
- Interfering with or disrupting the Services or servers or networks connected to the Services.
- Using the Services to harass, abuse, or harm another person or entity, or to promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

5. Confidentiality

The Parties agree to maintain the confidentiality of all information they receive from each other in connection with the use of the Services, the Murabah transactions, and any other financial transactions facilitated through the Platform. This includes, but is not limited to, personal and financial information of users, transaction details, and any information marked as confidential.

Confidential Information does not include information that:

- is or becomes publicly known through no breach of this clause by the receiving party;
- is received from a third party without breach of any obligation of confidentiality;i
- s independently developed by the receiving party without use of the disclosing party's confidential information; or
- is required to be disclosed by law, provided that the disclosing party is given a reasonable opportunity to challenge or limit the disclosure requirements.

The Parties shall use the Confidential Information solely for the purpose of performing their obligations under these Terms of Use and shall not disclose such information to any third party, except as may be necessary for the performance of the Services, and subject to the same degree of confidentiality.

The obligations under this clause shall survive the termination of these Terms of Use for a period of five (5) years.

6. Audit Rights

Himma Financing Company ("Himma"), in its capacity as the Platform Operator, reserves the right, at its sole discretion, to conduct audits on the use of the platform by the Lender/Investor and the Borrower (collectively referred to as "Users"). These audits may be conducted to ensure compliance with the terms of use, the accuracy of information and documentation provided by the Users, and adherence to applicable laws and regulations of Saudi Arabia.

The audit may include, but is not limited to, the examination of accounts, records, and documents related to the Services, Murabah transactions, and any other financial transactions facilitated through the Platform. Users are required to cooperate fully with Himma and provide all necessary assistance and access to information as may be reasonably requested to conduct these audits.

Failure to comply with audit requests, or the discovery of any discrepancies, inaccuracies, or violations during the audit process, may result in the suspension or termination of the User's Account, legal action, and any other remedies available under the law or the terms of use.

All information obtained during the audit will be treated as Confidential Information, and will be protected and handled in accordance with the terms of the confidentiality clause of this agreement and applicable laws.

7. Intellectual Property Rights

This clause pertains to the intellectual property rights as they relate to the use of the Services provided by Himma Financing Company ("Himma") within the jurisdiction of Saudi Arabia. The Parties acknowledge and agree that all intellectual property rights, including but not limited to copyrights, trademarks, service marks, trade names, domain names, and any other forms of intellectual property rights in connection with the Services, the Platform, and any content provided or made available through the Services or the Platform, are and shall remain the sole property of Himma or its licensors. No Party shall acquire any rights in such intellectual property, except for the limited right to use the Services as expressly permitted under the General Terms of Use.

The Parties further agree not to use, reproduce, distribute, modify, display, prepare derivative works based on, retransmit, or otherwise exploit any content of the Services or the Platform without the express written consent of Himma. This includes any Confidential Information, as defined, that may be contained within such content. Unauthorized use of the intellectual property of Himma or its licensors may result in legal action and enforcement of rights under the laws of Saudi Arabia and applicable international laws and treaties.

In the event of any unauthorized use of the intellectual property by a Party, Himma reserves the right to terminate the Account of the infringing Party and to seek any and all remedies available under Saudi law and international treaties, including but not limited to injunctive relief and damages.

Nothing in this clause shall be construed to transfer any intellectual property rights from Himma to any Party. All rights not expressly granted herein are reserved by Himma and its licensors.

8. License to Content and Information

In consideration of the Services provided by Himma Financing Company ("Himma"), and in order to facilitate the structuring of Murabah transactions in compliance with Shari'a principles, the Borrower and the Lender/Investor hereby grant Himma a non-exclusive, worldwide, royalty-free license to use, reproduce, distribute, display, and perform the content and information uploaded or otherwise provided to the Platform by the Borrower and the Lender/Investor ("Licensed Content"). This license is necessary for Himma to structure Murabah transactions, perform necessary due diligence, comply with applicable laws and regulations in Saudi Arabia, and provide the Services effectively.

The Licensed Content may include, but is not limited to, personal and financial information necessary for the execution and management of Murabah transactions, and any other information required for Himma to fulfill its obligations under the Services. Himma agrees to use the Licensed Content solely for the purposes of providing the Services, structuring Murabah transactions, and as otherwise permitted by the terms of this Agreement and applicable law.

Himma acknowledges that the Licensed Content remains the proprietary information of the Borrower and the Lender/Investor. Himma commits to maintaining the confidentiality of the Licensed Content in accordance with the terms of the Confidential Information clause of this Agreement. Any use of the Licensed Content by Himma beyond the scope of this license is strictly prohibited, unless expressly authorized in writing by the Borrower and the Lender/Investor.

9. Privacy and Personal Data

In compliance with the Personal Data Protection Law (PDPL) of Saudi Arabia and the General Data Protection Regulation (GDPR) of the European Union, the Platform Operator, Himma Financing Company, is committed to protecting the privacy and security of the personal data of its users, including Lenders/Investors and Borrowers (collectively referred to as "Users").

The Platform will collect, use, and disclose personal data of Users only as necessary for the provision of the Services and in accordance with this Privacy and Personal Data clause. Such data may include, but is not limited to, name, contact information, financial information, transaction history, and any other information required for the effective provision of the Services and the facilitation of Murabah transactions.

Users have the right to access their personal data held by the Platform, request correction of any inaccuracies, and, where applicable, request deletion of their data in accordance with PDPL and GDPR provisions. The Platform will take appropriate technical and organizational measures to ensure the security of personal data, including protection against unauthorized or unlawful processing, accidental loss, destruction, or damage.

The Platform may disclose Users' personal data to third parties only in the following circumstances:

- As required for the provision of the Services and facilitation of Murabah transactions.
- When required by law or regulatory authorities in compliance with legal obligations.
-To third-party service providers who process personal data on behalf of the Platform, under strict confidentiality and security measures.

Users consent to the collection, use, and disclosure of their personal data as described in this clause by using the Services. The Platform will update this Privacy and Personal Data clause as necessary to reflect changes in legal or regulatory requirements and will notify Users of any significant changes.

10. Acknowledgment of Risk

Each Party acknowledges that engaging in financial transactions, including but not limited to Murabaha transactions facilitated through the Platform, involves inherent risks, including the potential for financial loss. By participating in such transactions, each Party represents and warrants that they have conducted their own independent assessment and evaluation of the risks and opportunities associated with these financial activities. Furthermore, each Party confirms that they have sought and obtained independent financial advice from qualified advisors to fully understand the implications and potential outcomes of engaging in such transactions. Himma Financing Company shall not be liable for any losses or damages incurred by any Party as a result of their participation in financial transactions facilitated through the Platform.

11. Compliance with Shari'a

This Agreement and the use of the Services by the Parties shall be conducted in full compliance with the principles of Shari'a. Himma Financing Company ("Himma") commits to ensuring that all aspects of the Services, particularly the structuring of Murabah transactions, adhere strictly to Shari'a principles. To this end, Himma shall:

- From time-to-time, engage Shari'a scholars or advisors to review and approve the structure and terms of the Services and any Murabah transactions facilitated through the Platform.
- Conduct regular Audits of its operations, Services, and transactions to ensure ongoing compliance with Shari'a.

The Parties agree to cooperate fully with Himma in its efforts to ensure compliance with Shari'a, including providing access to information and documents as may be required for Audits or for review by Shari'a scholars or advisors.

12. Limitation of Liability

In no event shall Himma Financing Company ("Himma"), its officers, directors, employees, or agents be liable to any Lender/Investor, Borrower, or any third party for any indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profit damages arising from the use of the Services, the Platform, or any of the Licensed Content, even if Himma has been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, Himma's liability to you for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you to Himma for the Services during the period of three (3) months prior to any cause of action arising.

This limitation of liability section shall survive any termination or expiration of the Terms of Use or your use of the Platform or Services.

13. Indemnification

The Parties agree to indemnify, defend, and hold harmless Himma and Himma’s officers, directors, employees, agents, successors, and assigns (the "Indemnified Parties") from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

- The use of the Platform and the Services by the Parties;Any breach of these Terms of Use by the Parties;
- The Parties' violation of any law or the rights of a third party in the course of using the Platform and the Services;Any Murabah transactions or other financial transactions facilitated through the Platform;
- The disclosure or use of Confidential Information, except as expressly permitted by these Terms of Use;
- Any inaccuracy in the representations and warranties made by the Parties in connection with the Services or the Platform;The content, including Licensed Content, uploaded to the Platform by the Parties, except to the extent that the claim arises from Himma's breach of these Terms of Use;
- Any unauthorized access to or use of the Platform or Services, or any theft, tampering, destruction, or unauthorized access to the Parties' records, programs, equipment, or other properties related to the Platform or Services.

This indemnification obligation will survive the termination or expiration of these Terms of Use and the cessation of the use of the Platform and Services by the Parties.

14. Termination

This Agreement may be terminated by either party upon written notice to the other party under the following conditions:

- In the event of a material breach of this Agreement by either party, the non-breaching party may terminate this Agreement immediately upon written notice to the breaching party.
- By either party, without cause, upon providing thirty (30) days written notice to the other party.
- Automatically, upon the dissolution, liquidation, or winding up of either party's business operations.
- By Himma Financing Company, if it reasonably believes that continued provision of the Services to the Lender/Investor or Borrower would violate applicable laws and regulations of Saudi Arabia.
- In the event of any government action, regulation, or law that makes the provision of the Services, the conduct of Murabah transactions, or any other financial transactions facilitated through the Platform, illegal, or commercially untenable.
- Upon mutual agreement of the parties in writing.

Upon termination of this Agreement for any reason:

- All rights and licenses granted to the Lender/Investor or Borrower under this Agreement shall immediately cease.
- The Lender/Investor and Borrower must immediately cease using the Services and accessing the Platform.
- Each party must return or destroy all Confidential Information of the other party in its possession or control, and certify in writing to the other party that it has done so, except as required to be retained by law or regulation.
- Any outstanding financial obligations owed to or by either party under this Agreement must be settled within thirty (30) days of termination.

This termination clause shall survive the termination of this Agreement and continue in full force and effect.

15. Amendments to the Terms of Use

The Platform Operator reserves the right to amend, modify, add, or remove portions of these Terms of Use at any time by posting the amended terms on the Platform. Such amendments shall be effective immediately upon posting. The continued use of the Services by the Lender/Investor or the Borrower after any such changes constitutes acceptance of the new Terms of Use.

It is the responsibility of the Lender/Investor and the Borrower to review these Terms of Use periodically for changes. The Platform Operator will make reasonable efforts to notify the Lender/Investor and the Borrower of significant changes to the Terms of Use through the email address associated with their Account or through other reasonable means. Notwithstanding the foregoing, the Lender/Investor and the Borrower's failure to review the amended Terms of Use shall not affect the validity of any amended terms.

Any amendment to these Terms of Use shall not adversely affect the principal rights and obligations of the Lender/Investor and the Borrower under the Agreement prior to the date of the amendment.

16. Governing Law

This Agreement and any disputes arising out of or in connection with it shall be governed by and construed in accordance with the laws of the Kingdom of Saudi Arabia, without giving effect to any choice or conflict of law provisions or rules. Any legal suit, action, or proceeding arising out of, or related to, this Agreement or the Services provided hereunder shall be instituted exclusively in the competent courts of the Kingdom of Saudi Arabia. The Parties irrevocably consent to the jurisdiction of such courts and waive any and all objections to the exercise of jurisdiction over them by such courts and to the venue of such courts.

17. Dispute Resolution

In the event of any Dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, the Parties shall first seek to resolve the Dispute amicably through mutual consultations. If the Dispute is not resolved amicably within thirty (30) days from the date of notification of the Dispute, then the Dispute shall be referred to and finally resolved by the courts of the Kingdom of Saudi Arabia. This includes, where applicable, the Banking Disputes Committee ("BDC"), which operates under the auspices of the Saudi Arabian Monetary Authority ("SAMA"). The BDC is specifically designed to handle disputes related to banking transactions and services.

The Parties agree to submit to the exclusive jurisdiction of the said courts and acknowledge that the forum is appropriate and convenient. However, Himma Financing Company retains the right to initiate proceedings in any other court of competent jurisdiction within the Kingdom, if deemed necessary for the enforcement of any rights under this Agreement.

This clause shall not prevent the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.