Terms & Conditions - Investors

Introductory Clauses & Definitions

This Agreement is entered into by and between Himma ("Platform"), a company incorporated under the laws of the Kingdom of Saudi Arabia, and the undersigned Investor ("Investor"), collectively referred to as the "Parties" and individually as a "Party". This Agreement sets forth the terms and conditions under which the Investor may participate in investment opportunities presented by the Platform.

The following terms shall have the meanings ascribed to them below:

"Agreement" means this Terms and Conditions Agreement between the Investor and the Platform.

"Investment Opportunity" means any investment project or opportunity that is offered by the Platform to the Investor.

"Parties" means both the Platform and the Investor collectively.

"Party" means either the Platform or the Investor individually.

"Murabaha Margin" means the agreed profit margin or markup applied to a Murabaha sale that represents the profit component of the financing arrangement; it may be expressed as a percentage or a fixed amount as set out in the relevant Investment Opportunity or financing offer. For avoidance of doubt, references in this Agreement to amounts described as or derived from the Murabaha Margin, profits or returns shall not be described or construed as interest or an interest rate.

Investor Eligibility & Onboarding

To participate in any Investment Opportunity offered through Himma ("the Platform"), investors ("Investors") must first satisfy the eligibility criteria and complete the onboarding process as outlined below. This process is designed to ensure compliance with applicable laws and regulations in Saudi Arabia, including those related to Know Your Customer (KYC) and Anti-Money Laundering (AML) requirements.

Investors must be at least 18 years of age and possess the legal capacity to enter into the Agreement.

Investors are required to complete a registration process, which includes providing accurate and current personal information, such as full name, date of birth, nationality, and contact details.

To comply with KYC and AML regulations, Investors must submit documentation verifying their identity and source of funds. This may include, but is not limited to, a copy of a government-issued identification card, proof of address, and financial statements.

The Platform reserves the right to conduct background checks on Investors to verify the information provided and assess the risk they may pose in terms of money laundering, terrorism financing, or other financial crimes.

Investors must agree to and accept the terms of the Agreement to complete the onboarding process and gain access to Investment Opportunities.

The Platform may, at its discretion, reject any Investor application without providing reasons. Similarly, the Platform may suspend or terminate an Investor's account if it is found to be in violation of the Agreement or if deemed necessary to comply with legal or regulatory requirements.

By completing the onboarding process and meeting the eligibility criteria, Investors acknowledge and agree to abide by all terms and conditions set forth in the Agreement and comply with all applicable laws and regulations governing their participation on the Platform.

Investment Process

The investment process under this Agreement shall be initiated by the Platform presenting Investment Opportunities to the Investor. The Investor, upon reviewing the details of each Investment Opportunity, may express their interest in financing said Investment Opportunity by submitting a bid or offer in accordance with the procedures and guidelines established by the Platform.

Each Investment Opportunity will be accompanied by relevant information necessary for the Investor to make an informed decision. This includes, but is not limited to, the project's financial details, risk assessment, and the expected profit or returns (as applicable under the Murabaha structure and expressed as the Murabaha Margin). The Investor's bid or offer must comply with the minimum and maximum investment amounts specified by the Platform for each Investment Opportunity.

Upon receipt of bids or offers from Investors, the Platform will evaluate all submissions based on predefined criteria, which may include the amount of the bid, the Investor's history with the Platform, and the strategic fit of the Investor with the Investment Opportunity. The Platform reserves the right to accept or reject any bid or offer at its sole discretion. Should an Investor's bid or offer be accepted, the Platform will notify the Investor, and the necessary steps to finalize the investment will be communicated.

It is understood that the finalization of any investment is subject to the execution of additional agreements and documents as may be required by the Platform, and the satisfaction of any conditions precedent as outlined in those documents. The Investor acknowledges that the Platform does not guarantee the performance of any Investment Opportunity and that all investments are subject to risk, including the loss of principal.

Risk Disclaimer

The Parties acknowledge that investing in the Investment Opportunities presented by the Platform carries inherent risks, including but not limited to the risk of loss of the Investor's capital. The Parties understand that any profit or returns (including any amounts attributable to a Murabaha Margin) are not guaranteed and may vary. The Investor hereby acknowledges and agrees that:

The decision to invest in any Investment Opportunity is made solely by the Investor based on the Investor's own judgment and analysis. The Platform does not provide any guarantee regarding the performance, success, or any profit or returns (including any Murabaha Margin) of any Investment Opportunity.

The Investor is aware that the value of investments and the profit or returns from them can decrease as well as increase, and the Investor may not get back the amount originally invested.

The Investor accepts and is willing to bear the financial risks associated with investing in the Investment Opportunities. The Platform shall not be liable for any loss or damage arising from the Investor's decision to invest, including but not limited to loss of capital, loss of profits, or any indirect or consequential losses.

It is the Investor's responsibility to assess the risks and merits of each Investment Opportunity and to seek independent advice if necessary.

This Risk Disclaimer is an integral part of the Agreement and shall be read in conjunction with the other provisions of the Agreement.

Fees, Charges, and Payments

In accordance with the terms of the Agreement, the Investor agrees to the following fees, charges, and payment terms related to the use of the Platform and participation in Investment Opportunities:

Platform Fees: The Platform may charge a fee for access to, and use of, the Platform and its services. The specific fee structure, including any subscription fees, transaction fees, or other applicable charges, will be communicated to the Investor through the Platform's website or through direct communication. These fees are subject to change at the Platform's discretion, provided that any changes will be communicated to the Investor with reasonable notice.

Deductions from Returns: Any profit or returns (including amounts attributable to a Murabaha Margin) on investments made through the Platform may be subject to deductions, which may include, but are not limited to, management fees, performance fees, and any applicable taxes as required by law. The specific details of such deductions will be outlined in the individual agreement for each Investment Opportunity.

Payment Terms: The Investor is responsible for ensuring timely payment of all fees and charges due to the Platform. Failure to make payments as required may result in suspension or termination of the Investor's access to the Platform and its services.

All payments to the Platform must be made in the currency specified by the Platform and through the payment methods approved by the Platform. The Investor acknowledges that failure to adhere to these payment terms may result in additional charges or legal action to recover any unpaid fees.

Investor's Representations & Warranties

The Investor hereby represents and warrants to the Platform that as of the date of entering into the Agreement:

The Investor is of legal age and capacity to enter into the Agreement and to undertake investments through the Platform.

The Investor has obtained all necessary consents, approvals, and authorizations required under applicable laws and regulations of Saudi Arabia to enter into and perform its obligations under the Agreement and to invest in the Investment Opportunities presented by the Platform.

The Investor is in compliance with all laws, regulations, and guidelines in Saudi Arabia that are applicable to its investment activities, including but not limited to anti-money laundering (AML) and counter-terrorism financing (CTF) regulations.

The Investor confirms that all funds used for investment in the Investment Opportunities are legally obtained and are not the proceeds of any illegal activity.

The Investor agrees to promptly notify the Platform of any change in its legal standing, or if it becomes subject to any law or regulation that would prohibit its participation in the Investment Opportunities, or if any representation or warranty made herein becomes untrue or misleading in any respect.

Covenants (The Obligations)

By entering into the Agreement, each Party hereby covenants to the other to:

Act in good faith and in a manner that is fair and reasonable towards each other, particularly in relation to the fulfillment of their respective obligations under this Agreement.

Provide, in a timely and accurate manner, all such information and documentation as may reasonably be required by the other Party for the purpose of verification, due diligence, or as may otherwise be necessary for the proper performance and fulfillment of the Investment Opportunity.

Cooperate fully with the other Party in all matters relating to the Investment Opportunity, including but not limited to, any efforts related to collection, verification, and due diligence processes.

Comply with all applicable laws, regulations, and guidelines of Saudi Arabia that govern or affect the execution and performance of their obligations under this Agreement.

Notify the other Party without undue delay of any circumstances or events that may reasonably be expected to prevent or materially delay the performance of their obligations under this Agreement.

This clause outlines the ongoing duties and obligations of the Parties with respect to the Agreement and the Investment Opportunity, ensuring cooperation and compliance for the mutual benefit of both Parties.

Recourse and Risk Management

This Recourse and Risk Management clause outlines the recourse options available to the Parties and the risk management measures in place, particularly in cases of debtor default, within the context of the Agreement.

In the event of a debtor default on any Investment Opportunity, the following recourse options are available to the Investor:

Direct intervention by the Platform to negotiate with the debtor for recovery of the invested funds.

Initiation of legal proceedings against the debtor, under the jurisdiction of Saudi Arabia, to recover the invested amount. The Platform may assist the Investor in such proceedings.

Access to a reserve fund, if available, set aside by the Platform for covering losses in cases of default. The conditions for accessing and the amount available from this reserve fund will be specified in the specific terms of each Investment Opportunity.

To manage risk associated with Investment Opportunities, the Platform implements the following measures:

Thorough due diligence on all investment projects or opportunities before they are offered to the Investor.

Regular monitoring of the investment's performance and the debtor's financial health.

Provision of detailed risk assessments to the Investor prior to any investment, including potential scenarios of default and their implications.

Both Parties acknowledge that investing in Investment Opportunities carries inherent risks, including the risk of total loss of investment. The Investor agrees to assume all such risks, except as otherwise specifically provided in the Agreement.

Legal & Miscellaneous

This Legal & Miscellaneous section forms part of the Agreement and sets forth additional terms and conditions that are applicable to the Parties.

Murabaha Margin: For the purposes of this Agreement, "Murabaha Margin" means the agreed profit margin (expressed as a percentage or a fixed amount) applied to the cost of goods or financing under any Murabaha or Murabaha-style financing arrangement provided or facilitated under this Agreement. The Murabaha Margin constitutes profit payable by the Borrower (and not interest) and shall be calculated and applied in accordance with the terms of the Loan Agreement, applicable Saudi law, and Sharia principles.

Data Privacy: The Parties agree to comply with applicable data protection laws in Saudi Arabia. The Platform will implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk of processing personal data of the Investor.

Confidentiality: Each Party agrees to maintain the confidentiality of all confidential information received from the other Party, and not to use such information for any purpose outside the scope of the Agreement, except with the prior written consent of the disclosing Party or as required by law.

Termination: This Agreement may be terminated by either Party upon written notice to the other if the other Party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days of receipt of notice.

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Kingdom of Saudi Arabia, without regard to its conflict of law provisions.

Dispute Resolution: Any disputes arising out of or in connection with this Agreement shall be resolved through amicable negotiation between the Parties. If the dispute cannot be resolved through negotiation within a reasonable period, the Parties agree that such dispute shall be subject to the exclusive jurisdiction of the competent courts of the Kingdom of Saudi Arabia. The Parties expressly waive any right to have such disputes decided by arbitration and hereby submit to the jurisdiction and venue of those courts.