1. Introduction
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.
1.1 Definitions
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.
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 NBLSLOR SEEK INDEPENDENT ADVICE.
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 PART OF THE APPLICATION PROCESS, IS LEGALLY EQUIVALENT TO MANUALLY SIGNING THIS AGREEMENT, AND YOU WILL BE LEGALLY BOUND BY THIS AGREEMENT.
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 (nblsl.com), AND YOU AGREE TO CHECK FOR UPDATES TO THIS AGREEMENT.
By entering into this Agreement, you acknowledge receipt of the NBLSL TERMS & CONDITIONS AND PRIVACY POLICY which are incorporated by reference into this Agreement. You also acknowledge receipt of the NBLSL Privacy Policy.
2. Account Related Declaration2.1. 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.
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.
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.
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.
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”).
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.
4. Customer Representations and Responsibilities.
4.1 Information Accuracy.
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. 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.
4.2 Self
You represent and warrant that:
(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.
(b) You are the sole owner of the Account. No other person has any interest in the Account opened pursuant to this Agreement.
(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.
(d) You are not a “Securities Professional”, and you are using the Account for your own personal/ non- business use.
(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.
4.3 Risks.
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).
4.4 Account Defaults.
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.
4.5 Knowledge of Account.
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.
4.6 Review of Confirmations and Statements.
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.
4.7 Orders and Instructions.
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.
4.8 Assistance by NBLSL
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.
4.9 No Advice.
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.
4.10 Discontinuation of Services.
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.
4.11 Promotions Programs
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.
4.12 Authorized Person and Power of Attorney (POA)
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).
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 actions generally or specifically with respect to your Account as if that order or instruction was directly from you.
4.13 Obligation towards Update Software.
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.
5. Account Security.
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.
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.
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.
6. Procedures for Opening a New Account or Maintaining an Account.
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.
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.
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.
7. Applicable Laws and Regulations.
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.
8. Residual Funds
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.
9. Market Volatility; Market Orders; Limit Orders; and Queued Orders.
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:
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.
10. Alternative Trading Board (ATB) Securities
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 than other securities and that you may encounter significant delays in executions, reports of executions, and updating of quotations in trading ATB Stocks. NBLSL in its sole discretion may require limit orders on certain Alternative Trading Board Stock transactions.
11. Exchange Traded Funds
You understand that you should consider the investment objectives and unique risk profile of Exchange Traded Funds (“ETFs”) carefully before investing, and that ETFs are subject to risks similar to those of other diversified portfolios. You further understand that leveraged and inverse ETFs may not be suitable for all investors and may increase exposure to volatility through the use of leverage, and other complex investment strategies, and that although ETFs are designed to provide investment results that generally correspond to the performance of their respective underlying indices, they may not be able to exactly replicate the performance of the indices because of expenses and other factors. You further understand that ETFs are required to distribute portfolio gains to shareholders at year end, which may be generated by portfolio rebalancing or the need to meet diversification requirements, and that ETF trading will also generate tax consequences.
12. Content
We may provide or make available certain content or information to you which may include news, articles, commentary, research, links to outside websites, and other information accessible through the Platform, but excluding brokerage services. Content may be prepared by third parties and independent external providers not affiliated with NBLSL “Providers”. If we provide or make Content available to you, this does not grant you any rights over or in that Content. You agree that you will not reproduce, sell, market, distribute, or commercially use the Content in any manner. NBLSL may terminate your access to the Content at any time. Content is provided or made available to you should not be considered as any form of advice or recommendation for your Account by NBLSL to buy or sell any securities or to engage in any investment strategy. You may use of any Content is at your own risk. Any views expressed in any third-party Content are not the views of NBLSL. NBLSL is not responsible for any third-party website or anything contained on or connected with any third-party website.
13. Restriction on Deposits, Withdrawals and Use of Services.NBLSL may at any time, at its sole discretion and without prior notice to you: (i) prohibit or restrict your access to the use of the Platform or related services; (ii) restrict your ability to deposit or withdrawal funds or (iii) terminate your Account. The closing of your Account will not affect the rights or obligations of either party that are incurred prior to the date your Account is closed. NBLSL may restrict deposits, withdrawals and use of services of your account for any kind of suspicious financial transactions which may create conflict with the AML & CFT guidelines provided for the Capital Market Intermediaries (CMIs) from the regulators or legal authority.
14. Use of the Platform, Market data and Electronic Services
14.1 Warranties
You agree that your use of the Platform or any other service provided by NBLSL or its Affiliates is at your sole risk. The NBLSL services (including the Platform, the provision of Market Data, Content, or any other information provided by NBLSL, any of its Affiliates, or any third-party content provider or market data provider) is provided on an "as is," "as available" basis without warranties of any kind, either express or implied, statutory (including without limitation, timeliness, truthfulness, sequence, completeness, accuracy, freedom from interruption), implied warranties arising from trade usage, course of dealing, course of performance, or the implied warranties of merchantability or fitness for a particular purpose or application, other than those warranties which are implied by and incapable of exclusion, restriction or modification under the laws applicable to this Agreement.
14.2 Limitation of Liability
Although considerable effort is expended to make the Platform and other operational and communications channels available around the clock, NBLSL does not guarantee that these channels will be available and error free every minute of the day. Interruptions of service due to maintenance, Platform changes or system failures may occur.
“NBLSL PARTIES” WILL NOT BE RESPONSIBLE FOR ANY LOSSES YOU INCUR BY REASON OF SUCH INTERRUPTIONS OF SERVICE, EXCEPT WHERE SUCH LOSS RESULTS FROM VIOLATION OF THIS AGREEMENT, APPLICABLE RULES, OR APPLICABLE STANDARDS OF CONDUCT.
14.3 Operational Interruption and Force majeure Events
NBLSL WILL NOT BE RESPONSIBLE FOR OPERATIONAL INTERRUPTIONS AND EXTRAORDINARY EVENTS OF SERVICE DUE TO GOVERNMENT OR MARKET RESTRICTIONS, SUSPENSIONS OF TRADING, THE ACTION OF ANY EXCHANGE OR OTHER SELF-REGULATORY ORGANIZATION, HIGH MARKET VOLATILITY OR TRADING VOLUME, ARMED CONFLICTS, NATURAL DISASTERS, FORCES OF NATURE, POWER OUTAGES, NETWORK OR SYSTEM FAILURES, UNFORSEEABLE SOFTWARE OR HARDWARE MALFUNCTIONS, COMPUTER VIRUSES, MESSAGE INTERRUPTION, AND INSTANCES OF UNAUTHORIZED ACCESS OR BREACH OF.
14.4 Indemnification
Except as otherwise provided by law, NBLSL or any of its affiliates or respective partners, officers, directors, employees or agents (collectively, “Indemnified Parties”) shall have no liability for, and you agree to indemnify, defend and hold harmless the Indemnified Parties from all Losses that result from: (i) any noncompliance by you with any of the terms and conditions of this Agreement; (ii) any third-party actions related to your receipt and use of any Market Data, Content, market analysis, other third-party content, or other such information obtained on the Platform, whether authorized or unauthorized under this Agreement; (iii) any third- party actions related to your use of the Platform; (iv) your or your agent’s misrepresentation or alleged misrepresentation, or act or omission; (v) Indemnified Parties following your or your agent’s directions or instructions, or failing to follow your or your agent’s unlawful or unreasonable directions or instructions; (vi) any activities or services of the Indemnified Parties in connection with your Account (including any technology services, reporting, trading, research or capital introduction services); or (vii) the failure by any person not controlled by the Indemnified Parties and their affiliates to perform any obligations to you, except to the extent such Losses result from the Indemnified Parties’ violation of this Agreement, Applicable Rules, or applicable standards of conduct. Further, if you authorize or allow third parties to gain access to NBLSL`s services, including your Account, you will indemnify, defend, and hold harmless the Indemnified Parties against any Losses arising out of claims or suits by such third parties based upon or relating to such access and use. NBLSL does not warrant against loss of use or any direct, indirect, or consequential damages or losses to you caused by your assent, expressed or implied, to a third party accessing your Account or information, including access provided through any other third-party systems or sites.
You consent to the use of automated systems or service bureaus by NBLSL and its respective affiliates in conjunction with your Account, including automated order entry and execution, record keeping, reporting and account reconciliation and risk management systems (collectively "Automated Systems"). You understand that the use of Automated Systems entails risks, such as interruption or delays of service, errors or omissions in the information provided, system failure, and errors in the design or functioning of such Automated Systems (collectively, a "System Failure") that could cause substantial damage, expense, or liability to you. As set forth in Section 14.2, you understand and agree that Indemnified Parties will not be responsible for any of your Losses arising out of or relating to a System Failure, except to the extent such Losses result from the Indemnified Parties’ violation of this Agreement, Applicable Rules, or applicable standards of conduct.
NBLSL shall not be liable for refusing to obey any orders given by or for you with respect to your Account that has or have been subject to an attachment or sequestration in any legal proceeding against you, and NBLSL shall be under no obligation to contest the validity of any such attachment or sequestration.
16. Event of Death
You must agree to inform your nominee that in the event of your death, the nominee of your account shall immediately give NBLSL written notice thereof, and NBLSL may, after receiving such notice, subject to proof of identification of the nominee take such proceedings, to retain such portion of, or restrict transactions in the Account as NBLSL may deem advisable to protect NBLSL against any tax, liability, penalty or loss under any present or future laws or otherwise.
17. Tax; Tax Reporting
17.1 Tax
You undertake and declare to NBLSL that you are responsible to pay all applicable tax against income, gains, or similar to the tax authorities, make any tax filings, and to pay any and all taxes, duties, or similar (“tax”) when due in all applicable jurisdictions.
17.2 Reporting
The proceeds of sale transactions and dividends (and substitute payments in lieu of dividends) paid will be reported to the National Board of Revenue (“NBR”) in accordance with applicable law.
18. Equity Orders and Payment for Order Flow
For direct trading, NBLSL shall receive all orders in writing or by Fax or E-mail or any other mode as specified by the Commission from time to time; and number and time-stamp at the time of receipt thereof and enter in the chronological order in a register which states your name and address, the name and number of the securities to be bought or sold, the nature of the transaction and the limit, if any, as to the price of the securities or the period for which the order is to be valid.
Your order to NBLSL placed in the trading system of the exchange through Web Terminal (Trek) or theMobile App (Trek)following the applicable rules and regulations, shall be treated as valid order which shall be maintained and preserved electronically by the NBLSL.
NBLSL shall upon executing an order, within the day of the execution of the order, give Short Message Service (SMS) to the cellular phone number or e-mail address as provided by the customers, or in writing in person or by Fax; as a confirmation message through the app, which shows the details of the transaction as determined by the exchange including the date and time on which the order was executed, the name and number of securities bought or sold, the nature of the transaction, the price of the securities, customer’s code number, brokerage and other expenses, if any.
19. Fees and Charges
You understand that NBLSL charges commissions and/or fees for executing buy and sell orders as well as other fees that may apply. The current fees are included in the Charge Schedule available on the Platform. You agree to pay any such fees at the prevailing rate. You acknowledge that the prevailing fees may change and that change may occur with prior notice. You agree to be bound by such changes once they are posted in the fee schedule available on the Platform. NBLSL reserves the right to vary rates and fees among customers in connection with special offers, promotions, arrangements, or account criteria such as account value/balance or customer loyalty. You also agree to pay all applicable taxes, and any fees, costs, or expenses incurred by NBLSL in connection with collection of any unpaid balance due on your Account.
You authorize NBLSL to automatically debit your Account for any fees, charges or other amounts owed to NBLSL by you.
20. Disclosure of Information
All disclosures of your non-public personal information shall be made in accordance with the terms of this Agreement or the NBLSL Privacy Policy (available in the Legal section), as applicable. You agree that your consent to sharing certain types of non-public personal information will remain in effect until you revoke such consent by updating your settings.
In addition, you understand and agree that NBLSL may disclose information about your Account and your related activities to third parties under the following circumstances: (i) As necessary to complete your Payment transactions; (ii) to investigate any complaint, disputed transaction, transaction inquiry, or request you make or as necessary to investigate potential fraud, money laundering, or other misuse related to your Account; (iii) as necessary to comply with any applicable law, regulation, government, or court order; or (iv) in accordance with your written permission or as otherwise permitted under the NBLSL Privacy Policy.
21. Deposits
21.1 General; Holds
You acknowledge and agree that funds that you deposit to your Account may be subject to one or more hold periods, which are described in the NBLSL Funds Availability schedule available in the Disclosure Library. You understand and agree that NBLSL reserves the right to modify the NBLSL Funds Availability schedule at any time by posting an updated schedule in the Disclosure Library or otherwise providing notice to you. During the applicable hold period, your funds will not be available for Payments, withdrawal, or the settling of securities transactions, in each case as described in the NBLSL Funds Availability schedule. You further understand and agree that NBLSL reserves the right to further delay making deposited funds available for periods longer than
the hold periods specified in the NBLSL Funds Availability schedule to the extent NBLSL determines that additional time is needed to verify information about the item deposited or the sender or if NBLSL otherwise believes there is a risk of fraud or other unlawful activity with respect to your Account.
21.2 Mistaken Deposits
If funds are deposited or transferred into your Account by mistake or otherwise, you agree that NBLSL may correct the situation within three (03) days without prior notice to you.
21.3 Returned Funds
You acknowledge and agree that you are responsible for returned transactions. If you have funds transferred into your Account and that transfer is returned for any reason, NBLSL may charge the transfer against your Account, without prior notice to you.
22. Electronic Signatures; Modifications to the Agreement
You agree to transact business with NBLSL electronically. By electronically signing an application through scanned signature, or accepting various terms by clicking or ticking the designated place for acceptance in the app, for an Account, you acknowledge and agree that such electronic signature is valid evidence of your consent to be legally bound by this Agreement and such subsequent terms as may govern the use of NBLSL’s services. The use of an electronic version of any document fully satisfies any requirement that the document be provided to you in writing. You accept notice by electronic means as reasonable and proper notice, for the purpose of any and all laws, rules and regulations. You acknowledge and agree that NBLSL may modify this Agreement from time to time and you agree to consult the Website from time to time for the most up-to-date Agreement. The electronically stored copy of this Agreement is considered to be the true, complete, valid, authentic and enforceable record of the Agreement, admissible in judicial or administrative proceedings to the same extent as if the documents and records were originally generated and maintained in printed form. You agree to not contest the admissibility or enforceability of NBLSL’s electronically stored copy of the Agreement.
23. Extended Trading Hours
In certain circumstances, you may be able to engage in Extended Hours trading, meaning, for purposes of this section, trading outside of the regular trading hours of 9:30 a.m. and 4:00 p.m. Bangladeshi Time (GMT +6). This ability may be limited to certain account types or other eligibility criteria, and the order types available for Extended Hours trading may be limited. You may not execute Extended Hours trades in an IPO on its first day of trading. There are unique risks to Extended Hours trading and by participating in this type of trading, you are deemed to understand and agree to accept such risks, including those set out in the Extended Hours Trading Disclosure available in the Disclosure Library. If any terms of the Extended Hours Trading Disclosure conflict with any terms of this Agreement, the terms of this Agreement will control.
24. Authentication
You agree that, by providing information NBLSL requests, opening or applying to open, or maintaining an Account, or by downloading Trek App, NBLSL and its third-party service providers may contact you either (i) via mail, phone, or email, or other details you have provided, or (ii) via any other form of electronic or other communications facility available via the Platform or a third-party service provider such as “chat”, “voice”, or messaging functionality
Specifically, if you provide us with a phone number: (a) you represent and warrant that the number you provide is your phone number, and you will promptly notify us if that changes, and (b) you consent to receive calls (including text messages) made to that phone number that may be prerecorded or completed with an automatic telephone dialing system (automated calls) for purposes including but not limited to providing account-related communications (including security alerts), telemarketing, investigating or preventing fraud, or collecting amounts owed to NBLSL. We may share your number with third parties that provide services to us in connection with any of the foregoing purposes, including but not limited to debt collectors. You understand that message, telephone minute and data rates may apply for calls made to a mobile phone number. You may opt out at any time from receiving these types of calls orally or in writing to privacy@nblsl.com. Please note, even if you opt out, we may still make other calls as permitted by law.
25. Consent to Electronic Delivery of Documents
25.1 Consent
By agreeing to electronic delivery, you are giving your informed consent to electronic delivery of all Account Documents. “Account Documents”include notices, disclosures, current and future account statements, trade confirmations, tax-related documents, and any other information, documents, data, and records regarding your Account, regulatory and shareholder communications (such as prospectuses, proxy solicitations, and privacy notices), this Agreement (including amendments to this Agreement), and the agreements and disclosures governing the services delivered or provided to you by NBLSL, the issuers of the securities or other property in which you invest, and any other parties. You agree that you can access, view, download, save, and print any Account Documents you receive via electronic delivery for your records.
25.2 Electronic Delivery System
You acknowledge that NBLSL’s primary methods of communication with you include (A) posting information on the Website, (B) providing information via the App, (C) sending email(s) to your email address of record, and, to the extent required by law, (D) providing you with notice(s) that will direct you to the Platform where you can read and print such information. Unless otherwise required by law, NBLSL reserves the right to post Account Documents on the Website without providing notice to you. Further, NBLSL reserves the right to send Account Documents to your postal or email address of record, or via the Platform. You agree that all Account Documents provided to you in any of the foregoing manners are considered delivered to you personally when sent or posted by NBLSL, whether you receive it or not.
All email notifications regarding Account Documents will be sent to your e-mail address of record. You agree to maintain the email address that you have provided NBLSL until you provide NBLSL with a new one. You understand that email messages may fail to transmit promptly or properly, including being delivered to SPAM folders. You further understand that it is your sole responsibility to ensure that any emails from NBLSL or its Affiliates are not marked as SPAM. If a notification cannot be delivered to you because you failed to maintain a valid and/or deliverable email address with NBLSL, such notification will be sent to you via postal mail for a fee, as described in Section 34.3, below, and in the Fee Schedule. Regardless of whether or not you receive an email notification, you agree to check the Website regularly to avoid missing any information, including amendments or supplements to this Agreement, or time-sensitive or otherwise important communications. If you authorize someone else to access the email account you have provided NBLSL, you agree to tell them to share the Account Documents with you promptly, and you accept the risk that they will see your sensitive information. You understand that if you use a work email address or computing or communications device, your employer or other employees may have access to the Account Documents.
Additionally, you acknowledge that the Internet is not a secure network and agree that you will not send any confidential information, including Account numbers or passwords, in any unencrypted emails. You also understand that communications transmitted over the Internet may be accessed by unauthorized or unintended third parties and agree to hold NBLSL, its Affiliates, and NBLSL and its Affiliates’ respective officers and employees harmless for any such access regardless of the cause.
You agree to promptly and carefully review all Account Documents when they are delivered and notify NBLSL in writing within Seven (7) days of delivery if you object to the information provided (or other such time specified therein). If you fail to object in writing within such time, NBLSL is entitled to treat such information as accurate and conclusive. You will contact NBLSL to report any problems with accessing the Account Documents.
25.3 Costs and Fees
Potential costs associated with electronic delivery of Account Documents may include charges from Internet access providers and telephone companies, and you agree to bear these costs. NBLSL will not charge you additional online access fees for receiving electronic delivery of Account Documents.
Additionally, if you fail to maintain a valid and/or deliverable email address of record on your Account, NBLSL reserves the right to charge you a fee for certain documents that must be re-delivered via postal mail. You will incur such fee for each instance of postal mail delivery until such time as you update your email address. The types of Account Documents that are subject to these fees and the current fee amounts are detailed in the Fee Schedule. You agree that NBLSL may deduct these fees from your Account consistent with the terms of this Agreement.
25.4 Archival
Upon your request, you may obtain electronic copies of account statements and trade confirmations, subject to availability.
25.5 Revocation of Consent
Consent to electronic delivery of documents is required to establish and maintain an Account with NBLSL. Subject to the terms of this Agreement, you may revoke or restrict your consent to electronic delivery of Account Documents at any time by notifying NBLSL in writing of your intention to do so. However, you understand that if you revoke or restrict your consent to electronic delivery of Account Documents, NBLSL has the right to restrict and/or close your Account, and terminate your access to NBLSL’s services. NBLSL may elect to deliver Account Documents by other means, including paper delivery via postal mail, which will not revoke or otherwise affect your consent. You understand that neither your revocation or restriction of consent nor NBLSL’s delivery of paper copies of Account Documents will affect the legal effectiveness or validity of any electronic communication provided while your consent was in effect.
25.6 Duration of Consent
Your consent to receive electronic delivery of Account Documents will be effective immediately and will remain in effect unless and until either you or NBLSL revokes it. You understand that it may take up to three (3) trading days to process a revocation of consent to electronic delivery, and that you may receive electronic notifications until such consent is processed.
25.7 Hardware and Software Requirements
You understand that in order to receive electronic deliveries, you must have access to a computer or Mobile Device with Internet access, a valid e-mail address, and the ability to download such applications as NBLSL may specify and to which you have access. You also understand that if you wish to download, print, or save any information you wish to retain, you must have access to a printer or other device in order to do so.
25.8 Consent & Representations
You hereby agree that you have carefully read the above information regarding informed consent to electronic delivery and fully understand the implications thereof. Additionally, you hereby agree to all conditions outlined above with respect to the electronic delivery of any Account Document. You will maintain a valid email address and continue to have access to the Internet. If your email address changes, you agree to immediately notify NBLSL Financial of your new email address in writing.
26. Recording and Monitoring of Communications
You understand and agree that NBLSL may record and monitor any telephone or electronic communications with you. Unless otherwise agreed in writing in advance, NBLSL does not consent to the recording of telephone conversations by any third party or by you. You acknowledge and understand that not all telephone or electronic communications are recorded by NBLSL, and NBLSL does not guarantee that recordings of any particular telephone or electronic communications will be retained or capable of being retrieved.
27. Miscellaneous Provisions
27.1 Contract Information
NBLSL Customer Service may be contacted by email at support@nblsl.com.
27.2 Interpretation
The heading of each provision hereof is for descriptive purposes only and shall not be (1) deemed to modify or qualify any of the rights or obligations set forth herein or (2) used to construe or interpret any of the provisions hereunder. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The word “or,” when used in this Agreement, has the inclusive meaning represented by the phrase “and/or.” Unless the context of this Agreement otherwise requires: (i) words using the singular or plural number also include the plural or singular number, respectively; and (ii) the terms “hereof,” “herein,” “hereunder” and derivative or similar words refer to this entire Agreement. References to any law shall be deemed to refer to such law as amended from time to time and to any rules or regulations promulgated thereunder. References to “days” means calendar days unless indicated otherwise.
27.3 Binding Effect; Assignment
This Agreement shall bind your heirs, assigns, executors, successors, conservators and administrators. You may not assign this Agreement or any rights or obligations under this Agreement without first obtaining NBLSL’s prior written consent. NBLSL may assign, sell, or transfer your Account and this Agreement, or any portion thereof, at any time, without your prior consent.
27.4 Severability
If any provisions or conditions of this Agreement are or become inconsistent with any present or future law, rule, or regulation of any applicable government, regulatory or self-regulatory agency or body, or are deemed invalid or unenforceable by any court of competent jurisdiction, such provisions shall be deemed rescinded or modified, to the extent permitted by applicable law, to make this Agreement in compliance with such law, rule or regulation, or to be valid and enforceable, but in all other respects, this Agreement shall continue in full force and effect.
27.5 Website Postings
You agree and understand that NBLSL may post other specific agreements, disclosures, policies, procedures, terms, and conditions that apply to your use of the Platform or your Account, on the Website from time to time including in the Disclosure Library, and that this includes updates or amendments to this Agreement or other agreements or Risk Disclosures incorporated in or referenced in this Agreement (“Website Postings”). You understand that it is your continuing obligation to monitor the Website and the Disclosure Library for Website Postings and to understand the terms of the Website Postings. You agree to be bound by the Website Postings (and the most current version of this Agreement) as are in effect at the time of your access or use of the Platform or the giving of any order or instruction relating to your Account.
27.6 Entirety of Agreement
This Agreement, any attachments hereto, other agreements and policies referred to in this Agreement (including the Website Postings and Risk Disclosures), and the terms and conditions contained in your Account statements and confirmations, contain the entire agreement between NBLSL and you and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between NBLSL and you, provided, however, that any and all other agreements between NBLSL and you, not inconsistent with this Agreement, will remain in full force and effect.
27.7 Amendment
NBLSL may at any time amend this Agreement and any other agreement or document incorporated or referenced in this Agreement without prior notice to you. The current version of the Agreement will be posted in the Disclosure Library, and your continued Account activity (including accessing the Platform or submitting an order or instruction) after such amendment constitutes your agreement to be bound by all then-in-effect amendments to the Agreement, regardless of whether you have actually reviewed them.
Continued use of the Platform or any other NBLSL services after such posting will constitute your acknowledgment and acceptance of such amendment. You agree to regularly consult the Website and the Disclosure Library for up-to-date information about NBLSL services and any modifications to this Agreement, Risk Disclosures, or any other agreement incorporated or referenced in this Agreement or related to services provided to you by NBLSL. NBLSL is not bound by any verbal statements that seek to amend the Agreement. Any communication from you that purports to amend or supplement the terms of this Agreement or impose other terms on NBLSL will only take effect if agreed to in writing and signed by one of our authorized signatories.
27.8 Tenure & Termination
1. This agreement shall be remaining in force initially for a period of 1 year from the date of signing. The agreement shall automatically be renewed for a further period of another year unless either party gives thirty (30) days written notice to the other party of his/its intention not to renew the agreement.
27.9 No Waiver; Cumulative Nature of Rights and Remedies
You understand that NBLSL’s failure to insist at any time upon strict compliance with any term contained in this Agreement, or any delay or failure on NBLSL’s part to exercise any power or right given to NBLSL in this Agreement, or a continued course of such conduct on NBLSL’s part, shall at no time operate as a waiver of such power or right, nor shall any single or partial exercise preclude any other further exercise. All rights and remedies given to NBLSL in this Agreement are cumulative and not exclusive of any other rights or remedies to which NBLSL is entitled.
27.10 International Customers
The products and services described on the Website are offered only to customers residing in Bangladesh. The Platform shall not be considered a solicitation for or offering of any investment product or service to any person who is a non-resident Bangladeshi. You understand that NBLSL is based in Bangladesh and that NBLSL accepts only Bangladeshi Taka as currency in NBLSL’s customer accounts.
28. Governing Law
This Agreement and all transactions made in your Account shall be governed by the prevailing land laws and Rules and Regulations of Bangladesh Securities and Exchange Commission (BSEC), Exchanges and other relevant laws and regulations of Bangladesh and in particular the authority herein by the Client to NBLSL.
29. Arbitration
In case of any dispute or difference arising between the parties regarding the meaning, construction, interpretation, breach or fulfillment or non-fulfillment of the terms and obligations of these presents or any clause or condition thereof, the same shall be resolved amicably by mutual discussion. If such discussion fails to resolve the dispute, the Broker and the account holder shall refer the matter to mediation before initiating Arbitration for final resolution by the binding decision. If the mediation fails to cause any settlement between the Parties within 45 days of reference to mediation, two arbitrators, one to be nominated by each party, shall be appointed, for resolution of the disputes, who shall then appoint an umpire to act as the third Arbitrator, who shall chair the proceeding. Any reference to arbitration shall be deemed to be a submission to arbitration within the meaning of the Arbitration Act, 2001 or any statutory modification thereof. The award of the Arbitrator or Arbitrators, as the case may be, shall be final and binding on the parties. The language of Arbitration shall be English, legal seat and venue of Arbitration shall be Dhaka, Bangladesh and the substantive laws of Bangladesh shall govern the dispute.
ACCEPTED AND AGREED: You acknowledge that you have read the preceding terms and conditions of this Agreement, that you understand them and that you hereby manifest your assent to, and your agreement to comply with, those terms and conditions by accepting this agreement.YOU ALSO UNDERSTAND THAT BY ACCEPTING THIS AGREEMENT YOU HAVE ACKNOWLEDGED THAT THIS AGREEMENT CONTAINS A PREDISPUTE ARBITRATION CLAUSE.
HEREIN. YOU ALSO AGREE THAT YOU HAVE BEEN PROVIDED WITH AND AGREE TO THE NBLSL TERMS & CONDITIONS AND PRIVACY POLICY WHICH ARE INCORPORATED BY REFERENCE INTO THIS AGREEMENTAND MENTIONED HEREIN AS (“DISCLOSURE DOCUMENTS”)