Terms & Conditions - Borrowers

Introduction and Overview

This Terms and Conditions document ("Agreement") is entered into by and between the Borrower ("Borrower") and Himma ("Investment Agent"), collectively referred to as the "Parties". This Agreement sets forth the terms under which the Borrower agrees to borrow funds and the Investment Agent agrees to lend funds or facilitate the lending of funds. The Parties acknowledge that this Agreement is subject to and will be construed in accordance with the laws of the Kingdom of Saudi Arabia.

The purpose of this Agreement is to establish a legal framework within which the Borrower can receive funds from the Investment Agent or through the Investment Agent's facilitation, and to outline the responsibilities and obligations of each Party in connection with the borrowing and lending of funds. This Agreement is binding upon the Parties, their successors, and permitted assigns.

Definitions

For the purposes of these Terms and Conditions, the following terms shall have the meanings ascribed to them below:

Borrower means any individual or entity that has entered into a loan agreement with the Investment Agent.

Investment Agent means Himma, a company incorporated under the laws of Saudi Arabia, acting as the intermediary between Borrowers and investors.

Murabaha Financing Agreement means the agreement entered into between the Borrower and the Investment Agent, under which the Investment Agent facilitates or provides financing to the Borrower by way of Murabaha (a cost-plus sale) and under which the Borrower agrees to pay the purchase price, the Murabaha Margin, and any fees in accordance with the agreed payment schedule.

Terms and Conditions means this document, including any amendments or supplements thereto, governing the relationship between the Borrower and the Investment Agent.

Murabaha Margin means the profit margin agreed between the parties under a Murabaha Financing Agreement (the profit component of the cost-plus sale); references to Murabaha Margin include any component described as profit, markup, or similar under the relevant Murabaha Financing Agreement.

Obligation to Comply with Murabaha Finance Agreement

The Borrower hereby acknowledges and agrees to comply fully with all terms and conditions of the Murabaha Financing Agreement, as may be amended from time to time, entered into with the Investment Agent. This includes, without limitation, the Borrower's obligation to make timely payments of the purchase price and any Murabaha Margin or fees due under the terms of the Murabaha Financing Agreement, in accordance with the principles of Murabaha financing as recognized under Saudi Arabian law.

Furthermore, the Borrower agrees to provide the Investment Agent with all necessary information and cooperation as may be reasonably required to facilitate the Investment Agent's performance under the Loan Agreement, including but not limited to, the execution of any documents necessary for the perfection of any security interests or for compliance with regulatory requirements.

Failure by the Borrower to comply with any of the obligations set forth in the Murabaha Financing Agreement or these Terms and Conditions may result in legal action by the Investment Agent, including but not limited to, the acceleration of the repayment obligations under the Murabaha Financing Agreement, imposition of late payment charges and collection costs permitted under applicable Saudi Arabian law, and/or initiation of proceedings for the recovery of the financed amount, the Murabaha Margin, and permitted fees.

Disclaimer and Indemnification

The Borrower acknowledges that the Investment Agent, Himma, acts solely as an intermediary between Borrowers and investors and does not assume any responsibility for the success of any loan or investment. The Borrower agrees to indemnify and hold harmless the Investment Agent, its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to the Borrower's use of the services provided under the Terms and Conditions, the Borrower's breach of the Terms and Conditions, or the Borrower's loan transactions.

Furthermore, the Borrower understands that the Investment Agent does not provide any warranty, express or implied, regarding the performance of any loan, investment, or the expected returns from such investments. The Borrower assumes all risks associated with the use of the Investment Agent's services and any financial transactions conducted through the Investment Agent.

Debtor Default, Disputes, & Recourse

In the event of a Debtor Default under the Murabaha Financing Agreement, the following procedures shall apply:

The Investment Agent shall provide written notice to the Borrower of such default, specifying the nature of the default and allowing a cure period of fifteen (15) days to remedy the default, unless the default is of such a nature that it cannot be remedied.

If the Borrower fails to remedy the default within the specified cure period, the Investment Agent may exercise any of its rights under the Murabaha Financing Agreement, including but not limited to acceleration of the financing and the Borrower's repayment obligations thereunder, initiation of collection procedures, or enforcement of any security interests.

In the case of disputes arising under or in connection with the Murabaha Financing Agreement or the Terms and Conditions, the parties agree to first seek resolution through good faith negotiations. If such disputes cannot be resolved amicably within thirty (30) days, the parties submit to the exclusive jurisdiction of the competent courts of the Kingdom of Saudi Arabia.

The Investment Agent reserves the right to a Buy-Back Obligation (Recourse) in the event of Debtor Default, whereby the Investment Agent may require the Borrower to repurchase the loan at a price determined by the Investment Agent.

The Investment Agent shall have the right to set-off any amounts owed by the Borrower under the Murabaha Financing Agreement against any funds held on behalf of the Borrower by the Investment Agent.

All rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.

Covenants (The Obligations)

The Borrower hereby covenants with the Investment Agent to adhere to the following obligations throughout the term of the Murabaha Financing Agreement:

Cooperation: The Borrower shall cooperate fully with the Investment Agent in all matters relating to the Terms and Conditions and the Murabaha Financing Agreement. This includes, but is not limited to, providing any information and documentation requested by the Investment Agent in a timely and accurate manner.

Notification of Disputes: The Borrower shall notify the Investment Agent immediately upon becoming aware of any dispute, litigation, or governmental investigation involving the Borrower that could reasonably be expected to have a material adverse effect on the Borrower's ability to fulfill its obligations under the Murabaha Financing Agreement.

No Interference: The Borrower agrees not to interfere with the Investment Agent's rights and remedies under the Murabaha Financing Agreement and the Terms and Conditions. This includes refraining from any actions that would cause a breach of the agreement or any actions that would encumber the rights of the Investment Agent.

Financial Information: The Borrower shall provide the Investment Agent with timely and accurate financial information as may be required under the Murabaha Financing Agreement or as reasonably requested by the Investment Agent. This is to ensure that the Investment Agent can effectively monitor the Borrower's compliance with the financial covenants and conditions of the Murabaha Financing Agreement.

No Guarantees, Search Period

The Borrower acknowledges that the Investment Agent does not guarantee the availability of funds for the financing requested under the Terms and Conditions. The Investment Agent will make reasonable efforts to match the Borrower with potential investors within a search period of up to sixty (60) days from the date of the Murabaha Financing Agreement. If, at the end of this search period, the Investment Agent is unable to secure funding for the Borrower, the Murabaha Financing Agreement may be terminated by either party without penalty.

Furthermore, the Borrower understands that the Investment Agent does not guarantee the terms of any financing, including but not limited to, the Murabaha Margin, repayment period, and financing amount, until such terms are agreed upon by both the Borrower and the prospective investor. The Borrower acknowledges that all terms are subject to change based on market conditions and investor availability at the time of funding.

This clause does not limit the Borrower's obligation to repay any amounts actually financed under the Terms and Conditions, nor does it affect any other rights or obligations of either party under the Murabaha Financing Agreement.

Fees, Charges, and Payments

This clause outlines the various fees, charges, and payment obligations that the Borrower is subject to under the Terms and Conditions of the Murabaha Financing Agreement with the Investment Agent. The Borrower agrees to adhere to the following financial obligations:

Fee Structure: The Borrower shall be informed of the initial fees, ongoing charges, and any other costs associated with the financing. These will be communicated to the Borrower in a clear and transparent manner at the time of the Murabaha Financing Agreement and may include, but are not limited to, processing fees, administrative fees, legal costs and any applicable Murabaha Margin components.

Calculation of Fees: All fees and charges payable by the Borrower will be calculated in accordance with the terms set out in the Murabaha Financing Agreement. The Borrower shall be provided with a detailed breakdown of these fees upon request.

Late Payment Charges: In the event of late payment by the Borrower, additional charges and collection costs may be applied as stipulated in the Murabaha Financing Agreement. The specific conditions and amounts for such late payment charges will be detailed in the Murabaha Financing Agreement.

Payment & Collections: The Borrower is responsible for making all payments due under the Murabaha Financing Agreement in a timely manner. The Investment Agent reserves the right to employ collection practices as permitted by Saudi Arabian law to recover any outstanding amounts. This may include, but is not limited to, direct debit arrangements, legal action, and reporting to credit bureaus.

It is the responsibility of the Borrower to ensure that they are fully aware of all fees, charges, and payment obligations under the Murabaha Financing Agreement and to seek clarification from the Investment Agent if any aspect of their financial obligation is unclear.

The Financing Process

The Financing Process under these Terms and Conditions shall proceed as follows:

Submission of Invoices: The Borrower shall submit to the Investment Agent all invoices for which financing is sought. This submission must be in accordance with the procedures and requirements specified by the Investment Agent.

Invoice Verification: Upon receipt of the invoices, the Investment Agent shall verify the invoices for accuracy and completeness. The Investment Agent reserves the right to reject any invoice that does not meet its criteria.

Financing Offers: Following verification, the Investment Agent will present the Borrower with one or more financing offers. Each offer will detail the terms under which the Investment Agent is willing to provide financing, including but not limited to, the Murabaha Margin, repayment schedule, and any fees associated with the financing.

Acceptance of Offer: The Borrower has the right to accept any of the Murabaha Financing offers presented by the Investment Agent. Acceptance must be communicated to the Investment Agent in the manner specified in the offer.

Funding: Upon acceptance of a Murabaha Financing offer by the Borrower, the Investment Agent will fund the Murabaha Financing in accordance with the terms of the accepted offer. The funding will be subject to the completion of any required legal documentation and compliance checks.

This process is designed to ensure a clear and efficient mechanism for the provision of Murabaha Financing to the Borrower, in compliance with the laws of Saudi Arabia and the terms of the Murabaha Financing Agreement.

"Murabaha Margin" means the profit margin agreed between the parties under a Murabaha Financing Agreement, representing the permissible profit component of a Sharia-compliant Murabaha transaction; for the avoidance of doubt, "Murabaha Margin" replaces any reference to "interest", "interest rate" or "loan interest" in this Agreement and shall be applied and disclosed in accordance with applicable Saudi law and SAMA guidelines.

Compliance with SAMA Guidelines and Saudi Law

The Borrower and the Investment Agent agree to comply fully with all applicable laws, regulations, guidelines, and instructions of the Saudi Central Bank (SAMA) and any other relevant regulatory authorities in the Kingdom of Saudi Arabia. This includes, but is not limited to, adherence to the Saudi Personal Data Protection Law (PDPL), ensuring the protection and secure handling of personal data in accordance with the provisions of the PDPL and any regulations issued thereunder. Any fees, late charges, or other charges associated with Murabaha Financing shall be applied, described and disclosed in accordance with applicable Saudi law and SAMA guidelines and shall be expressed as Murabaha Margin or other lawful fees; such charges shall not be termed or calculated as 'interest'.

Furthermore, the Borrower shall ensure that all activities undertaken in connection with the Loan Agreement are in full compliance with Saudi law. This encompasses the observance of all financial practices, reporting requirements, and any other legal obligations as mandated by Saudi legislation and SAMA guidelines. The Investment Agent, for its part, commits to facilitating compliance by providing the Borrower with necessary guidance and support to meet these requirements.

In the event of any conflict between the provisions of this Terms and Conditions and the requirements of SAMA or any applicable Saudi law, the latter shall prevail. Both parties agree to promptly adjust their practices to conform to any changes in legal requirements or SAMA guidelines. Failure to comply with these obligations may result in penalties, including but not limited to, the imposition of fines, suspension of services, or other legal actions as deemed appropriate by the relevant authorities.

Both parties acknowledge that this clause is fundamental to the integrity and legality of the Loan Agreement and agree to act in good faith to ensure ongoing compliance.

Governing Law and Jurisdiction

This Terms and Conditions, including any amendments or supplements thereto, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the Kingdom of Saudi Arabia. The parties irrevocably agree that the competent courts of the Kingdom of Saudi Arabia shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Terms and Conditions or its subject matter or formation (including non-contractual disputes or claims).

Limitation of Himma's Liability

Notwithstanding any provision to the contrary within these Terms and Conditions or any other agreement between the Borrower and the Investment Agent, the liability of the Investment Agent, Himma, whether arising under contract, tort, negligence, or any other legal or equitable theory, shall be limited. In no event shall the total liability of the Investment Agent for all damages, losses, and causes of action exceed the sum of SAR 200,000 (Saudi Riyals Two Hundred Thousand).

This limitation of liability shall apply to the fullest extent permitted by law and shall survive the termination or expiration of the Loan Agreement or these Terms and Conditions.