T E R M S & C O N D I T I O N S
These terms and conditions (the “Terms and Conditions“) apply to the provision of certain services to you (“you“) by Pasiv Financial Limited (“Pasiv“, “us“, “our“, “we“) and its Associates. The Terms and Conditions contain the core information defining our business relationship with you, including the provision to you by Pasiv of the financial service of arranging deals in investments. Pasiv is a company incorporated and registered in the Dubai International Financial Centre (“DIFC“) with company number 3527, whose registered office is Unit P4-10 Park Towers, DIFC, Dubai, United Arab Emirates (“UAE”) and is authorized and regulated by the Dubai Financial Services Authority (“DFSA“).
These Terms and Conditions contain important information regarding the services that we will provide to you for your own protection. You should read them carefully before accepting them. Please let us know as soon as possible if there is anything which you do not understand or please visit our Website at www.pasiv.ae and ask for further information. These Terms and Conditions together with any appendices, annexes, accompanying documents and/or supplemental agreements (as may be amended from time to time) form an agreement between you and Pasiv (the “Agreement“). This Agreement constitutes a client agreement for the purposes of the DFSA Rulebook Conduct of Business Module.
1.1 Our Particulars
Pasiv Financial Limited is authorized and regulated by the DFSA with firm reference number 3527 Pasiv’s principal place of business is P4-10A, Park Towers, DIFC, Dubai, UAE. We are required to conduct our business and dealings with you in accordance with the “DFSA Rules”. You acknowledge and agree that this agreement is executed within the DIFC.
1.2 Communication with us
You may communicate with us in writing, including; email or other electronic means, or orally (including by telephone). The language of communication will be the English language, and you will receive documents and other information from us in the English language. If a document is translated into another language this will be for information purposes only and the English version will prevail at all times.
1.3 Our Website
Our Website at www.pasiv.ae contains further details about us and our services and other information, relevant to this Agreement and our Website. In the event of conflict between this Agreement and the Website, this Agreement will prevail.
1.4 Capacity
For the purpose of the DFSA Rules, we will treat you as a Retail Client when conducting business with you, and you will benefit from the regulatory protection afforded to that category of client protection under Applicable Regulations in relation to such business. If we assess that you are a Professional Client, we may ask you to provide evidence attesting to your net worth.
1.5 Applicable Regulations
This Agreement and all Transactions are subject to Applicable Regulations so that:if there is a conflict between this Agreement and any Applicable Regulations, the latter will prevail; nothing in this Agreement will exclude or restrict any obligation which we have to you under Applicable Regulations; we may take or omit to take any action we consider necessary to ensure compliance with any Applicable Regulations; all Applicable Regulations and whatever we do or fail to do in order to comply with them will be binding on you; and such actions that we take or fail to take for the purpose of compliance with any Applicable Regulations will not render us or any of our directors, or officers, employees liable.
1.6 Independent Decision
You must make an independent decision as to whether or not to enter into a Transaction with us and invest through the Pasiv Platform subject to this Agreement and to the following conditions:
You acknowledge and agree that we do not provide advice and/or recommendations and we will not advise on the merits or otherwise of your investment. The decision to invest is yours alone, and you are solely responsible for the effect the Transaction might have on your personal finances.
1.7 Conflicts of Interest
We are required to have arrangements in place to manage conflicts of interest between us and our clients and between different clients. We operate in accordance with a conflicts of interest policy which we have put in place for this purpose, under which we have identified those situations in which there may be a conflict of interest, and in each case the steps we have taken to manage that conflict (“Conflict of Interest Document”) a copy of which is found in Appendix 3. Any changes and/ or moderations to the Conflict of Interest Document will be available at all times at www.pasiv.ae
1.8 Market Abuse
By entering into any Transactions you represent and warrant that:you will act in accordance with any Applicable Regulations; you are not acting in any way which is intended to or may be considered to be “Market Abuse”(as such term is defined in the Applicable Regulations); and you are not acting with the intention of contravening any other provision of the Applicable Regulations.
2.2 Scope of this Agreement:
This Agreement sets out the basis on which we provide services to you. Pasiv provides a digital trading platform for the purposes of arranging investment deals with ChoiceTrade. During the course of your relationship with us, you represent and warrant to us that you:
2.3 Processing of your account:
The Pasiv app can be used to invest real money only after Pasiv issues you with a Basic account (Free) or a Premium account (Paid). You acknowledge and agree that
Pasiv Financial Ltd Client Agreement
These terms and conditions (the “Terms and Conditions“) apply to the provision of certain services to you (“you“) by Pasiv Financial Limited (“Pasiv“, “us“, “our“, “we“) and its Associates. The Terms and Conditions contain the core information defining our business relationship with you, including the provision to you by Pasiv of the financial service of arranging deals in investments. Pasiv is a company incorporated and registered in the Dubai International Financial Centre (“DIFC“) with company number 3527, whose registered office is Unit P4-10 Park Towers, DIFC, Dubai, United Arab Emirates (“UAE”) and is authorized and regulated by the Dubai Financial Services Authority (“DFSA“). These Terms and Conditions contain important information regarding the services that we will provide to you for your own protection. You should read them carefully before accepting them. Please let us know as soon as possible if there is anything which you do not understand or please visit our Website at www.pasiv.ae and ask for further information. These Terms and Conditions together with any appendices, annexes, accompanying documents and/or supplemental agreements (as may be amended from time to time) form an agreement between you and Pasiv (the “Agreement“). This Agreement constitutes a client agreement for the purposes of the DFSA Rulebook Conduct of Business Module.1. GENERAL INFORMATION
1.1 Our Particulars
Pasiv Financial Limited is authorized and regulated by the DFSA with firm reference number 3527 Pasiv’s principal place of business is P4-10A, Park Towers, DIFC, Dubai, UAE. We are required to conduct our business and dealings with you in accordance with the “DFSA Rules”. You acknowledge and agree that this agreement is executed within the DIFC.
1.2 Communication with us
You may communicate with us in writing, including; email or other electronic means, or orally (including by telephone). The language of communication will be the English language, and you will receive documents and other information from us in the English language. If a document is translated into another language this will be for information purposes only and the English version will prevail at all times.
1.3 Our Website
Our Website at www.pasiv.ae contains further details about us and our services and other information, relevant to this Agreement and our Website. In the event of conflict between this Agreement and the Website, this Agreement will prevail.
1.4 Capacity
For the purpose of the DFSA Rules, we will treat you as a Retail Client when conducting business with you, and you will benefit from the regulatory protection afforded to that category of client protection under Applicable Regulations in relation to such business. If we assess that you are a Professional Client, we may ask you to provide evidence attesting to your net worth.
1.5 Applicable Regulations
This Agreement and all Transactions are subject to Applicable Regulations so that:if there is a conflict between this Agreement and any Applicable Regulations, the latter will prevail; nothing in this Agreement will exclude or restrict any obligation which we have to you under Applicable Regulations; we may take or omit to take any action we consider necessary to ensure compliance with any Applicable Regulations; all Applicable Regulations and whatever we do or fail to do in order to comply with them will be binding on you; and such actions that we take or fail to take for the purpose of compliance with any Applicable Regulations will not render us or any of our directors, or officers, employees liable.
1.6 Independent Decision
You must make an independent decision as to whether or not to enter into a Transaction with us and invest through the Pasiv Platform subject to this Agreement and to the following conditions:
You acknowledge and agree that we do not provide advice and/or recommendations and we will not advise on the merits or otherwise of your investment. The decision to invest is yours alone, and you are solely responsible for the effect the Transaction might have on your personal finances.
1.7 Conflicts of Interest
We are required to have arrangements in place to manage conflicts of interest between us and our clients and between different clients. We operate in accordance with a conflicts of interest policy which we have put in place for this purpose, under which we have identified those situations in which there may be a conflict of interest, and in each case the steps we have taken to manage that conflict (“Conflict of Interest Document”) a copy of which is found in Appendix 3. Any changes and/ or moderations to the Conflict of Interest Document will be available at all times at www.pasiv.ae
1.8 Market Abuse
By entering into any Transactions you represent and warrant that:you will act in accordance with any Applicable Regulations; you are not acting in any way which is intended to or may be considered to be “Market Abuse”(as such term is defined in the Applicable Regulations); and you are not acting with the intention of contravening any other provision of the Applicable Regulations.2. SCOPE AND APPOINTMENT
2.1 Commencement:
You acknowledge and agree that: you have not relied on or been induced to enter into this Agreement by a representation other than those expressly set out in this Agreement; Pasiv shall not be responsible for providing the services set out in Appendix 1; you have read and understood the terms and conditions including but not limited to the customer account agreement of ChoiceTrade before opening an account with ChoiceTrade; and you understand that the management of your funds held with ChoiceTrade will be governed by the terms and conditions of ChoiceTrade.
2.2 Scope of this Agreement:
This Agreement sets out the basis on which we provide services to you. Pasiv provides a digital trading platform for the purposes of arranging investment deals with ChoiceTrade. During the course of your relationship with us, you represent and warrant to us that you:are duly authorized to enter into this Agreement;are over the age of eighteen (18);have not previously been suspended or removed from the services provided by Pasiv or ChoiceTrade;your registration and your use of the services provided by Pasiv is in compliance with any and all Applicable Regulations;may not authorize another user to use the services provided by Pasiv on your behalf; andare the sole owner of the funds invested into the ChoiceTrade Account and are the only person entitled to the funds and assets held in the ChoiceTrade Account; and are not a United States Resident.
2.3 Processing of your account:
The Pasiv app can be used to invest real money only after Pasiv issues you with a Basic account (Free) or a Premium account (Paid). You acknowledge and agree that
a. Under a Basic account
b. Under a Premium account
2.4 Charging the Subscription
If you opt for a Premium Account, you acknowledge that an annual service fee of $99 is charged once your ChoiceTrade account application is submitted, thereby starting the monthly or annual billing cycle. If your choice of subscription is the monthly fee, $9 will be charged at the time of application submission, and subsequently on a monthly basis. If the charging of your credit or debit card fails, Pasiv will notify you and provide you 7 days grace period to make the due payment. If the due payment is not made during the grace period, your account will be downgraded to a Basic account. If your account is not approved for opening, the $99 for annual plans, or the $9 for monthly plans, will be refunded to you. A reduced monthly and annual service fee will be charged only in case of a temporary promotional discount offer or promo code entered by you.
2.5 Late Payment, Failed Payment & Inability to Charge
If your account is downgraded to a Basic Account, securities you may be holding that are unavailable in the Basic Account will be set to “Closing Positions Only”. You will no longer be able to make new investments in those securities that are reserved for the Premium Account, but you will always be permitted to sell and withdraw your funds at any time. Once downgraded to the Basic Account, you will be limited to purchasing only the securities permitted under the Basic Account. To regain access to the full universe of securities and resume the subscription billing cycle as a Premium Account owner, you will need to pay the service fee to upgrade back to the Premium Account.
2.6 Balance At Account Closure
If you instruct Pasiv to close your account, it will automatically be closed at ChoiceTrade and the account closing procedure described in section 17.3 will apply. If the cash balance including the value of all securities you own falls below the $60 threshold (fee charged by ChoiceTrade’s bank for withdrawal), the brokerage firm will retain the amount in the account below $60 as a forced termination fee.
2.7 No Refunds
You acknowledge that once any subscription fee is paid, you are not normally entitled to a refund of your service fees from Pasiv. Pro-rata fees will also not be charged. Billing cycles commence at the time of account application submission. You understand that you are not entitled to any refund after a new billing cycle has begun, nor are you entitled to pro-rata compensation for any days in a billing cycle where you do not use, operate or log into your ChoiceTrade account through Pasiv. Any refund processed by Pasiv will be at the sole discretion of its management or subject to a review of a complaint submitted by a paid subscriber.
2.8 Changing Plans
You acknowledge that you have the right to
2.9 Automatic Renewal
Unless specifically stated in any subscription offer, you agree that at the end of the initial subscription period (and of each renewal period thereafter), any subscription will automatically renew for the same subscription period at the then prevailing Subscription Fee (which could be monthly or annual based on your subscription selection), which may be amended from time to time.
2.10 Subscription Cancellation & Account Closure
You can cancel your subscription at any time, however you may or may not be entitled to a refund on your subscription depending on the nature of the cancellation. Your subscription will be automatically canceled in the event of non-payment if you are unable to settle your dues during the grace period of 7 days from the last date of the attempted charge. You acknowledge that a subscription cancellation is not an instruction to close your account. If you wish to close your account and withdraw your funds, you must do so explicitly by navigating to the account screen in the mobile app, going to setting and selecting “Close My Account”. You will be asked to sign and acknowledge the account closing formalities namely
2.11 Account Opening
To enter into a Transaction, you must open accounts with Pasiv and ChoiceTrade. To apply for such accounts, you will need to complete an online application form and provide us with information that we request, so that we can identify you, verify your identity, conduct fraud checks, sanctions checks, anti-money laundering and counter-terrorism checks, and any other checks as required by Applicable Regulations, or as required by our internal procedures. This means we will require you to provide us with personally identifiable information, the countries where you are a tax resident and any other information which is required under Applicable Regulations.
2.12 Brokerage Provider
You acknowledge and agree that Pasiv has entered into an agreement, or agreements, with ChoiceTrade. US Securities & Product are provided by ChoiceTrade. Pasiv may enter into agreement with additional brokerage providers in the future and will duly inform you of the same.
3.1 Subscription Fees & Deposit Fees
By using the Pasiv app, you are provided access to financial data, a financial chat assistant and alerts & updates on the securities you are holding within the Pasiv platform.
3.2 Third Party Expenses
You note that Pasiv may incur the costs, fees, charges and/or expenses of third parties in the delivery of the services to you. Such costs, fees, charges and/or expenses will be governed by the terms and conditions of such third parties. For instance: When depositing money into your account please note that Pasiv does not charge transfer fees, but your bank fees will apply. Fees typically range between $15-$30. This amount will be reflected as a deduction in your total cash. You may check your bank’s fees policy before transferring
For example: if you wanted to transfer $500 to your Pasiv account, and your local bank account charges $25 as international transfer fees, you will be receiving $475 in your Pasiv account.
Moreover, Pasiv does not charge or receive any withdrawal fees. A flat fee of $60 will however be charged by ChoiceTrade’s bank for all withdrawals. Please ensure that you have at least $60 in available funds before making a withdrawal. If you do not have atleast $60 of available cash the withdrawal will be rejected and the status of the withdrawal shown on your account as “rejected”. Example: if you have $1000 in your account available for withdrawal, and you attempted to withdraw the full amount, you will receive back $940 in your personal bank account You agree to pay, repay and/or reimburse such costs, fees, charges and/or expenses of Pasiv in connection with services provided by Pasiv to you under this Agreement. You shall also reimburse Pasiv for any part of such cost, fee, charge or expense (or proportion of it) which represents VAT, save to the extent that Pasiv notifies you that it is satisfied that it will be entitled to credit or repayment in respect of such VAT from the relevant tax authority. Deposits that you make under the Basic account may be subject to additional fees related to remittance, payment gateway charges, foreign exchange (FX) fees or other changes imposed by financial intermediaries. These fees are separate from those earned by Pasiv and ChoiceTrade. The Deposit Fee levied by ChoiceTrade will be based on the net amount ChoiceTrade receives after all intermediary fees have been deducted from any deposits you remit to your ChoiceTrade account.
3.3 No Interest
You acknowledge that your account at ChoiceTrade is consequently non-interest bearing.
3.4 Payment Due Date
Any payments due to us under this Agreement will be payable in same day funds in such currency as we may from time to time specify and to the bank account designated by us for such purposes.
3.5 Any payments due to us under this Agreement are:
3.6 Amendments to the Fee
Pasiv may, in its sole discretion, amend the Subscription Fee and/ or any other Fees payable by you upon thirty (30) days prior notice. The amount of fees, as well as the nature of fees, may change from time to time. Pasiv reserves the right to adjust its existing fees and add new fees at its sole discretion. You acknowledge that the prevailing fees may change. We will always notify you of the changes in fees which will apply to your account at least 30 days before these changes become effective.
3.7 Remuneration and Sharing of Charges:
Pasiv does not receive remuneration from ChoiceTrade in the form of payment for order flow which ChoiceTrade may earn from other partner execution providers. However, ChoiceTrade may share other fees earned from you which are generated as a result of you using the Basic Account or Premium Account with Pasiv, for example the Deposit Fee.
3.8 Third Party Payments:
In respect of Transactions which we enter with you, unless expressly affirmatively agreed between us in writing:
4.1 Instruction Only
In respect to each Transaction, we will deal with you solely on an Instruction-Only Basis. We will not advise on the merits of any Transaction or the taxation or other consequences hereof.
4.2 Own Judgment and Suitability
In entering into any Transaction, you represent that you have been solely responsible for making your own independent appraisal and investigations into the risks of the Transactions. You represent that you have sufficient knowledge, market sophistication, professional advice and experience to make your own evaluation of the merits and risks of the Transaction. We provide you with no warranty as to the suitability of the products traded under this Agreement and assume no fiduciary duty in our relations with you.
4.3 Risk Disclosure Statement
Please see attached at Appendix 2 - outlining ChoiceTrade’s Risk Disclosure which is in compliance with the rules of the DFSA. This Risk Disclosure Statement sets out the particular investment risks on trading certain Transactions. Your acceptance of this Agreement will be treated as your informed acknowledgment that you have carefully read and are prepared to accept the risks outlined in the Risk Disclosure Statement. If there is anything you do not understand it is recommended that you seek specialist independent financial and/or legal advice, in particular, regarding the suitability of trading in certain Transactions.
4.4 Investment research and delegation and use of third parties:
Where we do provide investment research, generic information about investments including but not limited to price, market or valuation information or assessment services, stock research and analysis, market commentary or other information (collectively “Investment Content“) through our website services you acknowledge and agree:
5.1 Access & Use
Your access to and use of the Pasiv Platform is subject to:
5.2 Agreement Inconsistencies
In the event of any inconsistency between the terms of this Agreement and the privacy policy, the provisions in the privacy policy will prevail.
5.3 Privacy Policy Amendments
Any amendments to the privacy policy will take immediate effect.
5.4 Platform Functionality & Configuration
You acknowledge that we will have sole discretion and control over, and the right to modify at any time, the Pasiv Platform and its functionality, configuration, appearance and content, including without limitation:the parameters and methods by which Transactions are placed, routed, marketed or otherwise processed by the Pasiv Platform; and
5.5 Disclaimers
You agree to be bound by the various legends, disclaimers, terms and conditions displayed on or linked to the Pasiv Platform and/ or the Website. Such legends and disclaimers may be updated and/or modified from time to time without prior written notice thereof to you.
6.1 Third Party Content
You acknowledge and agree that certain content is provided by third-parties and made available to Pasiv by or through social media websites, blogs, wikis, online conferences, telecasts, podcasts, and other forums (collectively, the “Forums“). Such content is not advice created or provided by Pasiv and does not constitute a recommendation to buy, sell, or hold any security or securities. Reliance on any third party content available on or through the Forums is used at your own risk and Pasiv will not be responsible or liable to you for the performance by the third party or their services and whether they have exercised reasonable care and diligence in the selection of the same.
6.2 Uploading Content
Whenever you make use of a feature that allows you to upload content to our Website and/or Pasiv Platform, or to make contact with other users of our Website and/or Pasiv Platform any content you upload must not:
6.3 Non-Confidentiality of Content
Any content you upload to our Website and/or Pasiv Platform will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us and other users of our Website and/or Pasiv Platform a limited license to use, store and copy that content and to distribute and make it available to third parties. We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our Website and/or Pasiv Platform constitutes a violation of their intellectual property rights, or of their right to privacy.
6.4 Responsibility for Backups
You are solely responsible for securing and backing up your content.
6.5 Content from Other Users
The Website and/or Pasiv Platform may include information and materials uploaded by other users. This information and these materials have not been verified or approved by us. The views expressed by other users on the Website and/or Pasiv Platform do not represent our views or values. If you wish to complain about information and materials uploaded by other users please contact us.
7.1 Confidentiality
The obligations relating to client confidentiality as set out in this clause 7 and the Privacy Policy shall not apply to any information:
7.2 Data Protection Disclosure
Before providing us with any information in connection with this Agreement, please read our privacy policy & data protection policy (the “Privacy Policy“). We are registered with the DIFC and are subject to the DIFC Data Protection Law 2020. This regulation mandates us to explain how and why we use your personal information when you use Pasiv. You can chat with us through the app or send us an email at support@pasiv.ae. Pasiv may collect, use and store the personal information which you provide from time to time including Personal Data and Sensitive Personal Data within the meaning given to the terms in the DIFC Data Protection Law No. 5 of 2020 (“Personal Data“). Personal Data may include information provided for the purpose of compliance with anti-money laundering regulations and information deriving from transactions that Pasiv facilitates on your instructions.
7.3 Consent
You consent to us using and holding your Personal Data in accordance with our Data Privacy & Data Protection Policy available on our website at www.pasiv.ae
7.4 Use
Pasiv may use the Personal Data that it collects:
7.5 Sharing
You acknowledge and agree that Pasiv may share your Personal Data in the following circumstances:
7.8 Retention
Pasiv will retain copy records for a period of six (6) years or otherwise stipulated by us in accordance with DFSA Rules and other applicable laws from the date of termination of your Agreement. Pasiv may scan and retain all hard copy documentation including Personal Data within our data storage system indefinitely. Retained data may be archived off-site and can usually be retrieved within three (3) working days. Pasiv may seek to recover reasonable expenses for retrieval of any such data after the date of termination of your Agreement.
8.1 Entering Transactions
The Pasiv Platform will display the indicative price to buy, and the price to sell for each product. This is called a “quote”. A quote is not an offer by us to buy or sell any products. Our quotes may be different from the prices provided by other brokers, the market price, as well as the current prices on any exchanges or trading platforms. Although, when we provide a quote, we may take into account the price that we receive from a broker, the market, or any exchanges or trading platforms, we are under no obligation to do this, and we are under no obligation to ensure that the quotes which we provide are within any specific percentage of such price. If the prices on a market, exchange or trading platform are distorted, for example during a short term price spike, or during pre-market, post-market, or intra-day auction periods, we may reflect similar prices in our quotes, but we are under no obligation to do this. When the underlying market or exchange is closed, our quotes may reflect what we believe to be the current bid and ask price of the relevant product. Quotes and prices are updated and change constantly which means that the price to buy or sell may change between the time that you view or place your order and the time that your order is executed by ChoiceTrade. We will tell you the price that your order was executed at. The number of shares or securities that we display may also change between the time that you view or place your order and the time that and the time that your order is executed by ChoiceTrade.
8.2 Rejected Orders
If we do not accept your order, instruct ChoiceTrade to complete/execute your order, or if we cancel your order, we will inform you by making that information available on the Pasiv Platform in the account screen in the transaction list, unless there is a legal reason that we cannot provide this information to you.
8.3 Erroneous Orders
If we have instructed ChoiceTrade to execute your order, and a transaction has occurred, we may instruct ChoiceTrade to take corrective actions and either modify the transaction, or void the transaction. We will inform you of errors by making information available on our trading platform, including any corrective actions we intend to take.
8.4 Fees & Charges
ChoiceTrade may use the money in your account to pay fees, costs or charges which become due and payable. Where you enter into a transaction, all fees, costs, and charges for that transaction will become due and payable immediately upon execution, and ChoiceTrade will deduct the relevant sum from your account at that point.
8.5 Losses Incurred from Erroneous Order Placement
Pasiv will not be responsible for any losses you incur as a result of any actions or inactions taken by us in accordance with clause 8.1. By using our service you acknowledge that there is a component of artificial intelligence / machine learning that is used to show you a particular security based on a natural language input from you. It is your sole responsibility to ensure that the security you are purchasing is indeed the company (stock) or fund (ETF) that you intended to purchase, and not a close alternative that our artificial intelligence / machine learning makes a match with. You can verify the company’s details by typing “More Info ____” followed by the ticker of the company to verify if its description, market cap and details match the company you intend to purchase.
8.6 Instruction Only Basis
Pasiv will transmit buy/sell trade orders to effect a transaction to ChoiceTrade for execution, based on your instructions. We will not advise you about the merits of any transactions. We will be dealing on an Instruction-Only Basis. All deals are arranged on your behalf with ChoiceTrade (who execute and are the counter party to all trades).
8.7 Appropriateness
We do not have to make sure that any transaction is suitable or appropriate for you. Therefore, you will not benefit from the protections of any relevant DFSA Rules which dictate when we need to assess the suitability or appropriateness of any transaction for you.
8.8 Instructions to Pasiv
Pasiv will act on your instructions to undertake (on your behalf) such actions as may reasonably be required for Pasiv to pass orders and effect transactions through ChoiceTrade on your behalf.
8.9 Authorizations & Documents
You will execute and deliver any authorizations and documents as may be reasonably necessary for Pasiv to carry out the arranging services under this Agreement.
9.1 Accuracy & Correctness of Submission
You acknowledge that Pasiv will be relying on the information or documents provided by you to Pasiv. It is your responsibility to ensure that information or documentation provided by you to Pasiv is complete, accurate and not misleading in any material respect and that you have notified Pasiv of any information which could be relevant to the performance of Pasiv’s duties under this Agreement.
9.2 Submitting Additional Information
Further, we may, from time to time, require additional information and/or documents (including as required by anti-money laundering regulations and any other similar regulations applicable to us (“AML“), as well as for anti-fraud measures or any other related internal procedures), or clarifications to information and/or documents which you have provided to us. The information you provide to us must be complete, accurate and not misleading. If you do not provide us with the required information, or if you provide inaccurate, incomplete or misleading information, we will not be able to open a Pasiv Account for you, or, if you already have a Pasiv Account, we may freeze, block, or close your Pasiv Account.
9.3 Tax Obligations
You will be responsible for all tax returns, filings and reports on any transactions undertaken pursuant to this Agreement and for the payment of all unpaid capital calls, taxes or other liability arising out of, or in connection with, the investments held in your Account.
9.4 Borrowing to Invest
You acknowledge that borrowing money to finance a contribution into your ChoiceTrade Account involves the risk that the value of your capital investment will go down. If you borrow money to make a contribution, it is your sole responsibility to repay the loan and pay interest as required by the loan’s term – the obligation to pay back remains even if the value in ChoiceTrade Account declines. We strongly recommend against borrowing to fund an investment arranged with Pasiv. Should you wish to leverage your gains, you may apply for a margin account with Pasiv.
10.1 Authentication
If we accept your application, we will open a Pasiv Account for you. You will need to authenticate via OTP to access your Pasiv Account and we may also require other security details. It is your responsibility to take all reasonable steps to keep your Pasiv Account safe.
10.2 Suspected Intrusion
You will need to change your security details immediately and contact us as soon as possible if you think someone else knows them. We may block access to your Pasiv Account or block access to our services if we believe that it is necessary for security or legal reasons. For example, if we think someone may have access to or is using your Pasiv Account without your permission. We may contact you to provide you with new security details, or contact you to require you to change your security details.
10.3 3rd Party Access
You must not give any third party (including minors) any access to and/or control of your Pasiv Account. If you elect to give another person access to and/or control of your Pasiv Account, you do so at your own risk and we will not be responsible for the decisions of that third party.
11.1 Account Holder Instructions Only
Instructions may only be provided by you through the Pasiv Platform. All written communications should be directed to Pasiv’s registered office at the address set out in clause 20.3 of this Agreement and on our Website. Complaints should be notified to Pasiv in accordance with clause 16.
11.2 Instruction Source
Pasiv will be entitled to act on any instructions reasonably believed to be from you or an authorized representative of you. It is your responsibility to keep the security details applicable to your Pasiv Account safe and not share them with any other person. Where you have any reason to suspect that your security details have or might be compromised, you must contact us immediately.
11.3 Right To Refuse Instruction Execution
You acknowledge that: a) Pasiv may not accept instructions until it is able to satisfy itself that the instructions originated from you or an authorized representative of you; b) Pasiv will not be responsible for any losses or loss of opportunity due to any delays arising from Pasiv confirming the validity of instructions or the accuracy of instructions where they are, in Pasiv’s reasonable opinion, unclear.
11.4 Advisability or Suitability
Pasiv will not be responsible for the advisability or suitability of transactions made at your instruction.
11.5 Instruction Validity
Pasiv, in its sole discretion, may refuse to act on an instruction given by you or an authorized representative of you, where: (i) it has reason to doubt the validity of the instruction; and/or (ii) the instruction is not capable of being carried out on the Pasiv platform.
11.6 Non Transferability of Account Rights
Pasiv will not be obliged to deal with any person to whom you may have disposed of or otherwise assigned or transferred to or encumbered any funds, assets or other entitlements held in or under your Pasiv Account.
11.7 Email Deliverables
Transaction statements, third party valuation reports and other third party summary and research reports on the Pasiv Account and third party reports or investment commentary as Pasiv may choose to provide as part of your subscription, may be provided electronically to you by email to the address provided by you or via the dashboard on the Website and/or the Pasiv Platform.
11.8 Language Use for Communication
All communications between you and Pasiv must be in English. By entering into this Agreement, you confirm that you can read and understand the English language. If you are in doubt as to the meaning of any clause in any document that we provide to you, please seek independent advice.
12.1 No Custody of Funds
We are not permitted under the DFSA Rules to receive or hold any funds on your behalf. You acknowledge and agree that any funds relating to your Transactions will be held with ChoiceTrade.
12.2 Non-DIFC Based Custodian
Where you transfer your funds to a ChoiceTrade, you acknowledge and agree that your funds will be held with a bank that is not approved under the Client Money rules of the DFSA and that your funds may therefore not be protected as effectively as had it been held in a client bank account in the DIFC.
12.3 Broker Custody Agreement
You acknowledge and agree that you are solely responsible for reading and accepting the terms and conditions of ChoiceTrade before sending your funds to ChoiceTrade.
13.1 Pasiv will not instruct ChoiceTrade to (i) commit you to supplementing the assets in your Account by borrowing cash or investments on your behalf and by committing you to a contract which may require you to supplement such assets; or (ii) enter into stock lending, stock borrowing, repurchase or reverse repurchase arrangements in relation to assets in your Account.
14.1 Statements
Statements showing the composition and value of your Pasiv Account and ChoiceTrade Account and ongoing transactions will be provided in the Account Screen on the Pasiv Platform. This data is provided by ChoiceTrade and Pasiv does not guarantee its accuracy or timeliness. ChoiceTrade may have delays in providing you accurate composition and value numbers.
14.2 Valuation
Levels used in statements for the Pasiv Account to reflect the assets held in your ChoiceTrade Accounts will reflect Pasiv’s good faith effort to ascertain fair market values for the assets based on pricing and valuation information that Pasiv believes to be reliable and which may comprise and be based on valuation information provided by ChoiceTrade. Variations in market conditions will mean that the prices shown in periodic statements and any other reports do not necessarily reflect realizable values.
15.1 Representations and Warranties:
You represent and warrant to us as of the date of this Agreement and the date of each Transaction that:
15.2 Covenants:
You will:
16.1 Complaints
If you have any complaint about our performance under this Agreement, you should direct that complaint to our Compliance Officer at support@pasiv.ae, who will investigate the nature of the complaint in accordance with our complaints handling procedure to endeavor to resolve it. A copy of our complaints handling procedure is available on request. We have procedures for handling your complaints fairly and promptly and in accordance with the DFSA Rules.
16.1 Broker Complaints
Should we consider that ChoiceTrade is entirely or partly responsible for the matter complained of, we may refer your complaint to that institution. In this instance, we will firstly inform you that ChoiceTrade is entirely or partly to blame and will obtain your consent in writing to refer the complaint to the relevant institution.
16.2 Complaint Resolution
We will try to resolve your complaint as quickly as possible and to your complete satisfaction. If we are unable to satisfactorily address your complaint, you may be able to refer your complaint to the DFSA for independent assessment. Should you wish to contact them you can do so in writing at: Dubai Financial Services Authority, Level 13, The Gate, PO Box 75850, Dubai, UAE.
17.1 Termination
Unless required by Applicable Regulations, you may terminate this Agreement and the relationship between us by giving us 30 (thirty) days notice of termination using Pasiv Platform. Upon receipt of your termination request we will notify ChoiceTrade to close your ChoiceTrade Account. The redemption of your funds will be governed by the terms and conditions of ChoiceTrade’s Customer Account Agreement and the Account Closing process described in section 2.10 of this agreement.
17.2 Redemption Amount
Upon terminating this Agreement, subject to clause 17.1, all amounts payable by you to us will become immediately due and payable including (but without limitation):
17.3 Outstanding Transactions
All outstanding transactions at the time of Pasiv Account closure will be settled and the investments in your ChoiceTrade Account sold, with the funds and proceeds in your ChoiceTrade Account remitted to your designated account in accordance with the terms and conditions of the ChoiceTrade’s Customer Account Agreement.
17.4 Immediate Termination
Each of the following, including but not limited to, will constitute an event for termination of this Agreement with immediate effect and without further notice to you:
17.5 Existing Rights
Termination or expiry of this Agreement will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
The following clauses will continue in full force
18.1 No Investment Guarantee
Pasiv gives no assurance or guarantee that the value of investments in your ChoiceTrade Account will not go down or that the investment held in your ChoiceTrade Account will generate profits or income, or that any investment or savings goals you may have (even where you have notified us of them) will be achieved.
18.2 User Errors in Judgment
Pasiv will not be liable for any error of judgment or any loss suffered by you in connection with the services it provides to you under this Agreement (and in particular, but without limitation, Pasiv will not be liable for any loss which may be sustained in the purchase, holding or sale of any investments in accordance with those services) unless such loss arises from negligence, wilful default, dishonesty or fraud by it or any of its employees. Pasiv will not be liable for any other losses suffered by you (which will include loss of profits, income or capital, costs, expenses, claims or damages) including losses arising from:
18.3 Losses
Pasiv will not be liable for any consequential, special, indirect or speculative loss or damage, or loss of profits, loss of opportunity, goodwill or reputation suffered by you or any other person.
18.4 Third Party Defaults
In particular, but without limitation, Pasiv will not be liable for any default of any counterparty, bank, sub-custodian, or any other entity which holds money, investments or other documents of title on behalf of you or with or through whom transactions are conducted for you. Pasiv will not be liable to you for any losses incurred by you as a result of the acts or omissions of ChoiceTrade, save to the extent that such losses are caused by Pasiv’s negligence, wilful default or dishonesty in complying with clause 18.5.
18.5 Service is Provided As Is
The Pasiv Platform is provided “AS IS” on an “IS AVAILABLE” basis without any representations or any kind of warranties whatsoever (whether expressed or implied by law). We and our licensors disclaim to the fullest extent permitted by law all express, implied and statutory warranties, including without limitation, the warranties as to functionality, operability, accessibility, accuracy, correctness, reliability, updatedness, timeliness, satisfactory quality, merchantability, fitness for a particular purpose, and non-infringement of proprietary rights. Without limiting the foregoing, we do not warrant that our services, functions contained in or access to the Website and/or your Pasiv Platform and/or the dashboard or other content will be timely, uninterrupted or error-free without omission, that defects will be corrected, or that the Pasiv Platform or its contents are free of infection by computer viruses and/or other harmful or corrupting code, programme, macro and such other unauthorized software, or that the download, installation or use of any systems or content of the Pasiv Platform in or with any computer will not affect the functionality or performance of the computer. We are not responsible or liable for the deletion or failure to store any content maintained or posted by or through the Pasiv Platform.
18.6 Third Party Website & Links
The Pasiv Platform may contain links to other websites which are not maintained by us. Similarly, other websites may contain links to the Website. We have no control over such sites and resources, and you acknowledge and agree that we are not responsible for the availability or contents of those websites and will not be liable for any damages or injury arising from the availability or contents of those websites. Any links to other websites are provided as a convenience to you as a user of the Pasiv Platform and does not imply our endorsement of the linked website or association with their operators. We disclaim all responsibility and liability, direct or indirect, for any damage or losses (including any virus, spyware, malware, worms, errors or damaging materials contained in the linked sites) caused or alleged to be caused by or in connection with the use or reliance on any such content available on or through any such site or resource, which are accessed and used at your own risks.
18.7 Solicitation & Reliance
The content of the Pasiv Platform is only intended to provide you with general information and is neither an offer to sell nor a solicitation of an offer to purchase any security and may not be relied upon for investment purposes. Any commentaries, articles, daily news items, public and/or private chat publications/communications, stock analysis, stock reports and/or other information contained in the Pasiv Platform should not be considered, or construed as, professional or investment advice, nor should be relied upon as such. The information contained within any commentaries, articles, daily news items, public and/or private chat publications/communications, stock analysis, stock reports and/or other information contained in the Pasiv Platform is not specific to your personal circumstances and should not be taken as advice or recommendation and, before taking any particular action, specific and personal advice should be obtained from an independent advisor of your choice.
18.8 Limitation of Liability
We will not be liable to you for any partial or non-performance of our obligations hereunder by reason of any cause beyond our reasonable control, including without limitation any breakdown, delay, malfunction or failure of transmission, communication or computer facilities, industrial action, act of terrorism, act of God, acts and regulations of any governmental or supra-national bodies or authorities or the failure by the relevant intermediate broker or agent, agent or principal of our custodian, sub-custodian, dealer, market, clearing house, or regulatory or self-regulatory organisation, for any reason, to perform its obligations. Nothing in this Agreement will exclude or restrict any duty of liability we may have to you under the regulatory system (as defined in the DFSA Rules), which may not be excluded or restricted thereunder.
18.9 Indemnity
You will pay to us such sums as we may from time to time require in or towards satisfaction of any debit balance on any of your Accounts with us and, on a full indemnity basis, any losses, liabilities, costs or expenses (including legal fees), taxes, imposts and levies which we may incur or be subjected to with respect to any of your Accounts or any Transaction or any matching Transaction on a market or with an intermediate broker or as a result of any misrepresentation by you on any violation by you of your obligations under this Agreement (including any Transaction) or by the enforcement of our rights.
19.1 In the event of any failure, hindrance or delay in performance of Pasiv’s obligations under this Agreement where such failure, hindrance or delay arises directly or indirectly from circumstances outside Pasiv’s control, including, but not limited to acts or regulations of any governmental bodies or authorities or securities exchanges, any delay or changes in the market conditions, settlement system, a custodian refusing to act on Pasiv’s instructions or the breakdown, failure, disruptions or malfunction of any telecommunications or computer service, except for Pasiv’s own systems, Pasiv will have no liability for any loss or change in the value of the assets in ChoiceTrade Account or any opportunity lost incurred as a result of above failure or delay.
20.1 Amendments
We have the right to amend the terms of this Agreement. If we make any material change to this Agreement, we will provide you with at least thirty (30) Business Days written notice to you. Such an amendment will become effective on the date specified in the notice. For the avoidance of doubt, any amendment to the Subscription Fees will be deemed material. If you do not close your Accounts prior to the date on which you are notified that the changes will come into effect, you will be deemed to have agreed to the changes and they will apply to your Accounts.
Any other amendment must be agreed in writing between us. Unless otherwise agreed, an amendment will not affect any outstanding order or Transaction or any legal rights or obligations which may already have arisen.
20.2 Assignment
Pasiv may on thirty (30) days’ prior written notice (which may be via email to the email address provided to Pasiv by you), assign its rights and/or obligations under this Agreement to a third party selected by Pasiv, including by way of merger, consolidation or the acquisition of all or substantially all of Pasiv’s business and assets relating to this Agreement, provided that; (i) doing so will not adversely affect your rights or obligations under this Agreement; and (ii) the assignee is to Pasiv’s reasonable satisfaction able to provide an equivalent level of service and regulatory and commercial assurance.
20.3 Notices
Unless otherwise agreed, all notices, instructions and other communications to be provided by us under this Agreement will be given to the address or email provided by you. You will notify us of any changes to your address.
All notices, instructions and other communications to be given by you to us under this Agreement will be given in writing using the details below or such other details as may be notified to you from time to time.
Address: P4-10A Park Towers, DIFC, Dubai, United Arab Emirates (“UAE”)
Email: support@pasiv.ae
Subject: For the attention of: Legal & Compliance Department
20.4 Electronic Communication
Subject to Applicable Regulations, any communication between us using electronic signatures will be binding as if it were in writing. Orders or instructions provided to us via email or other electronic means will constitute evidence of the orders or instructions provided to us
20.5 Recording of Calls
In order to comply with our regulatory requirements, we are required to record telephone conversations relating to Transactions. You consent to the recording of such telephone conversations and the use of such recordings and/or transcripts from such recordings for any purpose. The recordings and/or transcripts will be our sole property and you acknowledge and agree that they may be used as evidence of the orders or instructions that you provided.
20.6 Our Records
Our records, unless shown to be wrong, will be evidence of your dealings with us in connection with our services. You will not object to the admission of our records as evidence in any legal proceedings because such records are not originals, are not in writing or are documents produced by a computer. You will not rely on us to comply with your record keeping obligations, although records may be made available to you on request at our absolute discretion.
20.7 Your Records
You agree to keep adequate records in accordance with Applicable Regulations to demonstrate the nature of orders submitted and the time at which such orders are submitted.
20.8 Third Party Rights
This Agreement will be for the benefit of and binding upon us both and our respective successors and assigns. You will not assign, charge or otherwise transfer or purport to assign, charge or otherwise transfer your rights or obligations under this Agreement or any interest in this Agreement, without our prior written consent, and any purported assignment, charge or transfer in violation of this clause will be void.
20.9 Time of Essence
Time will be of the essence in respect of all your obligations under this Agreement (including any Transaction).
20.10 Rights and Remedies
The rights and remedies provided under this Agreement are cumulative and not exclusive of those provided by law. We will be under no obligation to exercise any right or remedy either at all or in a manner or at any time beneficial to you. No failure by us to exercise or delay by us in exercising any of our rights under this Agreement (including any Transaction) or otherwise will operate as a waiver of those or any other rights or remedies. No single or partial exercise of a right or remedy will prevent further exercise of that right or remedy or the exercise of another right or remedy.
20.11 Set-off
Without prejudice to any other rights to which we may be entitled, we may at any time and without notice to you set-off any amount (whether actual or contingent, present or future) owed by you against any amount (whether actual or contingent, present or future) owed by us to you. For these purposes we may ascribe a commercially reasonable value to any amount which is contingent or which for any other reason is unascertained.
20.12 Partial Invalidity
If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Agreement nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
21.1 Governing Law
A Transaction which is subject to the rules of a market will be governed by the law applicable to it under those rules.
21.2 DIFC Laws
This Agreement will be governed by and construed in accordance with the laws of the DIFC.
21.3 Dispute Resolution
Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, will be subject to the exclusive jurisdiction of the Courts of the DIFC. For disputes under AED 1,000,000 in value, the parties agree to exclusively hear the matter in the Small Claims Tribunal at the DIFC Courts.
22.1 Defined Terms:
In this Agreement
“Accounts” means collectively the Pasiv Account and ChoiceTrade Account.
“Applicable Regulations” means each of the following, as in force from time to time: (i) DFSA Rules or any other rules of a relevant regulatory authority; and (ii) All other applicable laws, rules and regulations.
“Associate” means an undertaking in the same group as us, a representative whom we or an undertaking in the same group as us appoints, or any other person with whom we have a relationship that might reasonably be expected to give rise to a community of interest between us and them.
“Pasiv Account” means an account opened by you directly with Pasiv for the purposes of arranging deals in investments with a ChoiceTrade which will display in aggregate the status of your ChoiceTrade Account(s).
“Pasiv Platform” means the Pasiv mobile application.
“Business Day” means a day which is not a Friday or a Saturday and upon which banks are open for business in the United Arab Emirates
“DFSA” means Dubai Financial Services Authority.
“DFSA Rules” means the subsidiary legislation made under the DIFC Regulatory law 2004 by the Board of Directors of the DFSA or any other law applicable in the DIFC which is administered by the DFSA.
“Financial Instrument” means and includes but is not limited to securities, futures, swaps, forward rate agreements and any other derivative contracts relating to securities, currencies, interest rates or yields, or other derivatives instruments, financial indices, financial measures or commodities;
“Instruction-Only Basis” means we will convey your instructions to arrange to buy and sell securities through a ChoiceTrade but will not give you advice about the securities and/or any Transactions.
“Order” means an instruction to buy or sell a Financial Instrument at a price quoted by us as appropriate.
“Retail Client” means as defined in the DFSA Rules.
“Risk Disclosure Statement” means as defined in Appendix 2.
“ChoiceTrade” means an entity, including but not limited to a US broker-dealer, which is licensed to carry out certain financial service and brokerage services activities including: (a) holding your funds; and (b) the execution of certain transactions that are arranged by Pasiv on an Instruction-Only Basis and offered to you through the Pasiv Platform.
“ChoiceTrade Account” means an account opened by you with a ChoiceTrade.
“Subscription Fee” means the fees that are required to be paid by you to us on a monthly and/or annual basis for the duration of the subscription period.
“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any interest or penalty payable in connection with any failure to pay or any delay in paying any of the same).
“Transaction” means any transaction in a Financial Instrument or any other contractual arrangement entered into between you and us.
“United States Resident” means any natural person resident in the United States.
“VAT” means any value added tax, including value added tax as provided for in the United Arab Emirates Value Added Tax Law No. 8 of 2017, and any other Tax of a similar nature.
“Website” means Pasiv’s website, as amended from time to time, which may be found at www.pasiv.ae
Pasiv Financial Ltd Client Agreement
These terms and conditions (the “Terms and Conditions“) apply to the provision of certain services to you (“you“) by Pasiv Financial Limited (“Pasiv“, “us“, “our“, “we“) and its Associates. The Terms and Conditions contain the core information defining our business relationship with you, including the provision to you by Pasiv of the financial service of arranging deals in investments. Pasiv is a company incorporated and registered in the Dubai International Financial Centre (“DIFC“) with company number 3527, whose registered office is Unit P4-10 Park Towers, DIFC, Dubai, United Arab Emirates (“UAE”) and is authorized and regulated by the Dubai Financial Services Authority (“DFSA“). These Terms and Conditions contain important information regarding the services that we will provide to you for your own protection. You should read them carefully before accepting them. Please let us know as soon as possible if there is anything which you do not understand or please visit our Website at www.pasiv.ae and ask for further information. These Terms and Conditions together with any appendices, annexes, accompanying documents and/or supplemental agreements (as may be amended from time to time) form an agreement between you and Pasiv (the “Agreement“). This Agreement constitutes a client agreement for the purposes of the DFSA Rulebook Conduct of Business Module.
BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICES PROVIDED BY US, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICES, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING PASIV’S PRIVACY POLICY. IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS AND CONDITIONS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICES.GENERAL INFORMATION
Our Particulars
Pasiv Financial Limited is authorized and regulated by the DFSA with firm reference number 3527 Pasiv’s principal place of business is P4-10A, Park Towers, DIFC, Dubai, UAE. We are required to conduct our business and dealings with you in accordance with the “DFSA Rules”. You acknowledge and agree that this agreement is executed within the DIFC.
Communication with us
You may communicate with us in writing, including; email or other electronic means, or orally (including by telephone). The language of communication will be the English language, and you will receive documents and other information from us in the English language. If a document is translated into another language this will be for information purposes only and the English version will prevail at all times.
Our Website
Our Website at www.pasiv.ae contains further details about us and our services and other information, relevant to this Agreement and our Website. In the event of conflict between this Agreement and the Website, this Agreement will prevail.
Capacity
For the purpose of the DFSA Rules, we will treat you as a Retail Client when conducting business with you, and you will benefit from the regulatory protection afforded to that category of client protection under Applicable Regulations in relation to such business. If we assess that you are a Professional Client, we may ask you to provide evidence attesting to your net worth.
Applicable Regulations
This Agreement and all Transactions are subject to Applicable Regulations so that:if there is a conflict between this Agreement and any Applicable Regulations, the latter will prevail;nothing in this Agreement will exclude or restrict any obligation which we have to you under Applicable Regulations;we may take or omit to take any action we consider necessary to ensure compliance with any Applicable Regulations;all Applicable Regulations and whatever we do or fail to do in order to comply with them will be binding on you; and such actions that we take or fail to take for the purpose of compliance with any Applicable Regulations will not render us or any of our directors, or officers, employees liable.
Independent Decision
You must make an independent decision as to whether or not to enter into a Transaction with us and invest through the Pasiv Platform subject to this Agreement and to the following conditions:
You acknowledge and agree that we do not provide advice and/or recommendations and we will not advise on the merits or otherwise of your investment. The decision to invest is yours alone, and you are solely responsible for the effect the Transaction might have on your personal finances.
Conflicts of Interest
We are required to have arrangements in place to manage conflicts of interest between us and our clients and between different clients.
We operate in accordance with a conflicts of interest policy which we have put in place for this purpose, under which we have identified those situations in which there may be a conflict of interest, and in each case the steps we have taken to manage that conflict (“Conflict of Interest Document”) a copy of which is found in Appendix 3. Any changes and/ or moderations to the Conflict of Interest Document will be available at all times at www.pasiv.ae.
Market Abuse
By entering into any Transactions you represent and warrant that:you will act in accordance with any Applicable Regulations; you are not acting in any way which is intended to or may be considered to be “Market Abuse”(as such term is defined in the Applicable Regulations); and you are not acting with the intention of contravening any other provision of the Applicable Regulations.
2. SCOPE AND APPOINTMENT
Commencement
You acknowledge and agree that:you have not relied on or been induced to enter into this Agreement by a representation other than those expressly set out in this Agreement; Pasiv shall not be responsible for providing the services set out in Appendix 1; you have read and understood the terms and conditions including but not limited to the customer account agreement of ChoiceTrade before opening an account with ChoiceTrade; and you understand that the management of your funds held with ChoiceTrade will be governed by the terms and conditions of ChoiceTrade.
Scope of this Agreement
This Agreement sets out the basis on which we provide services to you. Pasiv provides a digital trading platform for the purposes of arranging investment deals with ChoiceTrade. During the course of your relationship with us, you represent and warrant to us that you:are duly authorized to enter into this Agreement; are over the age of eighteen (18);have not previously been suspended or removed from the services provided by Pasiv or ChoiceTrade; your registration and your use of the services provided by Pasiv is in compliance with any and all Applicable Regulations; may not authorize another user to use the services provided by Pasiv on your behalf; and are the sole owner of the funds invested into the ChoiceTrade Account and are the only person entitled to the funds and assets held in the ChoiceTrade Account; and are not a United States Resident.
Basic Accounts & Premium Accounts
The Pasiv app can be used only after Pasiv issues you with a Basic account or a Premium account. Under a basic account, there is no recurring monthly or annual fee but rather a deposit fee of 1% levied on each deposit amount into your investing account. Under a premium account there is a subscription fee which can be paid monthly or annually in the form of a subscription and no deposit fee.
Processing of optional subscription
The Pasiv app comes with an optional subscription based service offering wider access to US securities & products under our Premium account. Use of this platform is free, but involves an Annual or Monthly Service Fee if you opt for a Premium account. You acknowledge and agree to pay the service fee by credit or debit card. Pasiv may invoice you by email and/or send you a payment request in the chat if you do not pay your service fees at the time of onboarding. Pasiv will provide you with a receipt after payment. You understand and agree to the service fees being processed by a third party Stripe LLC or any other third party payment processing entity that Pasiv chooses to affiliate with. You understand that Stripe provides you the option to save your credit or debit card information so as to automatically renew your subscription on a monthly or annual basis. You understand you have been given the choice to pay these fees monthly or annually. If you opt to pay annually, you may or may not be entitled to some discount. You acknowledge that a finder’s fee may be paid pursuant to agreement. You acknowledge that these fees will be charged to your debit or credit card monthly or annually from the day of account opening. We will use reasonable endeavours to process your subscription promptly. We do not guarantee that your subscription will be activated by any specific time. You will not be provided with access to Pasiv subscription service until we have successfully verified your payment and contact details. You will receive email confirmation when your subscription has been accepted.
Charging the Subscription
If you opt for a premium account, you acknowledge that an annual service fee of $99 is charged once your ChoiceTrade account application is submitted, thereby starting the monthly or annual billing cycle. The monthly or annual billing cycle also commences at the time you opt for the premium account if you are upgrading from a basic account. If your choice of subscription is the monthly fee, $9 will be charged at the time of application submission, and subsequently on a monthly basis. If the charging of your credit or debit card fails, your account will be downgraded to a Basic account. If your account is not approved for opening, and if you opted for the $99 annual plan, or the $9 monthly plan, any initial amount paid towards these subscriptions will be refunded to you. A reduced monthly and annual service fee will be charged only in case of a temporary promotional discount offer or promo code entered by you.
Late Payment, Failed Payment & Inability to Charge
You acknowledge that your account will be downgraded to a Basic account when the service fee cannot be charged due to card expiry or insufficient funds. If your account is downgraded to a Basic account, you can upgrade again at any time to remove the restriction on the number of securities you can trade. If you downgrade from a Premium account to a Basic account, you understand you can no longer make new investments in some securities you may already hold that were permitted to be traded under the Premium account, but can only sell these securities & make withdrawals from your account until a time the service fee is paid in the form of an upgrade back to the Premium account to initiate a new subscription billing cycle.
Retained Balance at Closure
If the cash balance including the value of all securities you own falls below the $60 threshold (fee charged by ChoiceTrade’s bank for withdrawal) at the time of your account closure, the brokerage firm will retain the amount in the account below $60 as a forced termination fee.
No Refunds
You acknowledge that once the subscription fee is paid, you are not normally entitled to a refund of your service fees from Pasiv. Pro-rata fees will also not be charged. Billing cycles commence at the time of account application submission. You understand that you are not entitled to any refund after a new billing cycle has begun, nor are you entitled to pro-rata compensation for any days in a billing cycle where you do not use, operate or log into your ChoiceTrade account through Pasiv. Any refund processed by Pasiv will be at the sole discretion of its management or subject to a review of a complaint submitted by a paid subscriber.
Changing Plans
You acknowledge that you have the right to change your plan from the annual plan to the monthly plan and vice versa, but using the “change plan” option from the Account screen in the app, or contacting Pasiv directly at support@pasiv.ae. Additionally you can use the change plan option to upgrade from a Basic account to a Premium account, or downgrade from a Premium account to a Basic account. If you have paid the annual plan and you are switching to the monthly plan, the first charge will take place on the anniversary of your annual plan (the same date as the expiry of your annual plan). If you are switching from the monthly plan to the annual plan, your annual plan will commence 30 days after the most recent monthly plan payment. Pasiv will email you a payment link to confirm and complete the change in both scenarios. If you are upgrading, Pasiv will email you a payment link to confirm and complete the process. If you are downgrading, billing will stop immediately.
Automatic Renewal of Premium Accounts
Unless specifically stated in any subscription offer, you agree that at the end of the initial subscription period (and of each renewal period thereafter), your subscription will automatically renew for the same subscription period at the then prevailing Subscription Fee (which could be monthly or annual based on your subscription selection), which may be amended from time to time.
Subscription Cancellation for Premium Accounts
You can cancel your subscription at any time, however you may or may not be entitled to a refund on your subscription depending on the nature of the cancellation. Your subscription will be automatically canceled in the event of non-payment if you are unable to settle your dues after a period of 60 days from the last date of the attempted charge and your account downgraded. No Subscription Refund : you are not entitled to a refund or pro-rata refund on the days left in your billing cycle for which the service was not rendered. Withdrawal Fees Apply : the withdrawal fee of $60 will apply as per the norm. A withdrawal can only be made to an account that the customer has already uploaded a bank statement for. Sale of Securities : you must sell your securities in the account and wait for those securities to settle as cash before you can close your account. Data Disposal : Pasiv will delete any and all data pertaining to this customer from its company servers apart from data we may retain for regulatory and legal purposes in line with the DIFC 2020 Data Protection Law. The company will comply with all relevant DIFC laws regarding data protection & privacy with regard to terminating your account, and all your personal information from company servers. You will be duly informed that a secure data disposal exercise has taken place once your account closure process is complete.
Closing Your Account
You acknowledge that if you wish to close your account and withdraw your funds, you can do so at any time by navigating to the account screen in the mobile app, going to setting and selecting “Close My Account”. You will be asked to sign and acknowledge the account closing formalities namely.
Account Opening
To enter into a Transaction, you must open accounts with Pasiv and ChoiceTrade. To apply for such accounts, you will need to complete an online application form and provide us with information that we request, so that we can identify you, verify your identity, conduct fraud checks, sanctions checks, anti-money laundering and counter-terrorism checks, and any other checks as required by Applicable Regulations, or as required by our internal procedures. This means we will require you to provide us with personally identifiable information, the countries where you are a tax resident and any other information which is required under Applicable Regulations.
Brokerage Provider
You acknowledge and agree that Pasiv has entered into an agreement, or agreements, with ChoiceTrade. US Securities & Product are provided by ChoiceTrade. Pasiv may enter into agreement with additional brokerage providers in the future and will duly inform you of the same.Custody of Funds: By making use of the services provided by Pasiv you acknowledge and agree that Pasiv does not handle cash and does not execute trades. All money and securities are held by a regulated custodian of ChoiceTrade and all trades are executed by ChoiceTrade.Third Party Agreement : You acknowledge and agree that you will enter into a separate customer agreement with ChoiceTrade which will govern your relationship with ChoiceTrade. A copy of these supplemental agreements can be found in Appendix 7 of this document.Non Supervision & Responsibility : You acknowledge and agree that Pasiv does not supervise ChoiceTrade and will not be responsible, and will not be liable, for any of ChoiceTrade’s actions. In the event of any disputes between you and ChoiceTrade, you will resolve such disputes directly with ChoiceTrade.Execution : You understand that all orders for the purchase of securities given for your Pasiv Account will be authorized and executed by ChoiceTrade in reliance on your promise that an actual purchase is intended. By confirming a trade order in Pasiv using an authorization code sent to your mobile device, ChoiceTrade will consider this promise made.
3. FEES, PAYMENT, REVENUE
Subscription Fee
To opt for a Premium account which offers you access to the full universe of US stocks & ETFs, chat alerts & updates on the securities you are holding within the Pasiv platform, the fee is USD 9 per month or USD 99 per year. Pasiv will have the right to levy such fees and charges (“Fees“) (in the manner determined by Pasiv) in relation to any service offered by Pasiv pursuant to this Agreement as prescribed by Pasiv from time to time.
Deposit Fee
If you opt for a Basic account, the fee is 1% per deposit, charged once at the time any deposit you make to your brokerage account is credited.
Third Party Expenses
You note that Pasiv may incur the costs, fees, charges and/or expenses of third parties in the delivery of the services to you. Such costs, fees, charges and/or expenses will be governed by the terms and conditions of such third parties. For instance: When depositing money into your account please note that Pasiv does not charge transfer fees, but your bank fees will apply. Fees typically range between $15-$30. This amount will be reflected as a deduction in your total cash. You may check your bank’s fees policy before transferring
For example: if you wanted to transfer $500 to your Pasiv account, and your local bank account charges $25 as international transfer fees, you will be receiving $475 in your Pasiv account.Moreover, Pasiv does not charge or receive any withdrawal fees. A flat fee of $60 will however be charged by ChoiceTrade’s bank for all withdrawals. Please ensure that you have at least $60 in available funds before making a withdrawal. If you do not have atleast $60 of available cash the withdrawal will be rejected and the status of the withdrawal shown on your account as “rejected”. Example: if you have $1000 in your account available for withdrawal, and you attempted to withdraw the full amount, you will receive back $940 in your personal bank account You agree to pay, repay and/or reimburse such costs, fees, charges and/or expenses of Pasiv in connection with services provided by Pasiv to you under this Agreement. You shall also reimburse Pasiv for any part of such cost, fee, charge or expense (or proportion of it) which represents VAT, save to the extent that Pasiv notifies you that it is satisfied that it will be entitled to credit or repayment in respect of such VAT from the relevant tax authority.
No Interest
You acknowledge that your account at ChoiceTrade is consequently non-interest bearing.
Payment Due Date
Any payments due to us under this Agreement will be payable in same day funds in such currency as we may from time to time specify and to the bank account designated by us for such purposes.
Any payments due to us under this Agreement are: exclusive of VAT or any other similar taxes, and you will in addition pay an amount equal to any VAT chargeable on those sums; andwill be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of Tax as required by law). If you are required by law to deduct or withhold Tax you will pay to us additional amounts as may be necessary to ensure that we receive a net amount equal to the full amount we would have received had such payment not been subject to a deduction or withholding of Tax.
Amendments to the Fee
Pasiv may, in its sole discretion, amend the Subscription Fee and/ or any other Fees payable by you upon thirty (30) days prior notice. The amount of fees, as well as the nature of fees, may change from time to time. Pasiv reserves the right to adjust its existing fees and add new fees at its sole discretion. You acknowledge that the prevailing fees may change. We will always notify you of the changes in fees which will apply to your account at least 30 days before these changes become effective.
Remuneration and Sharing of Charges: Pasiv does not receive remuneration from ChoiceTrade in the form of payment for order flow which ChoiceTrade may earn from other partner execution providers.
Third Party Payments: In respect of Transactions which we enter with you, unless expressly affirmatively agreed between us in writing:We reserve the right not to comply with any request by you to make a payment or a delivery to a third party; andWhere we become aware that funds have been paid to us and/or ChoiceTrade or a delivery made to us other than by you, we reserve the right to refuse such payment or delivery.
4. SELF DIRECTED INVESTING
Instruction Only
In respect to each Transaction, we will deal with you solely on an Instruction-Only Basis. We will not advise on the merits of any Transaction or the taxation or other consequences hereof.
Own Judgment and Suitability
In entering into any Transaction, you represent that you have been solely responsible for making your own independent appraisal and investigations into the risks of the Transactions. You represent that you have sufficient knowledge, market sophistication, professional advice and experience to make your own evaluation of the merits and risks of the Transaction. We provide you with no warranty as to the suitability of the products traded under this Agreement and assume no fiduciary duty in our relations with you.
Risk Disclosure Statement
Please see attached at Appendix 2 - outlining ChoiceTrade’s Risk Disclosure which is in compliance with the rules of the DFSA. This Risk Disclosure Statement sets out the particular investment risks on trading certain Transactions. Your acceptance of this Agreement will be treated as your informed acknowledgment that you have carefully read and are prepared to accept the risks outlined in the Risk Disclosure Statement. If there is anything you do not understand it is recommended that you seek specialist independent financial and/or legal advice, in particular, regarding the suitability of trading in certain Transactions.
Investment research and delegation and use of third parties: Where we do provide investment research, generic information about investments including but not limited to price, market or valuation information or assessment services, stock research and analysis, market commentary or other information (collectively “Investment Content“) through our website services you acknowledge and agree:the Investment Content is provided solely to enable you to make your own investment decisions and does not amount to advice; andWe give no representation, warranty or guarantee as to the accuracy or completeness of such Investment Content.
5. USE OF THE PASIV PLATFORM
Access & Use
Your access to and use of the Pasiv Platform is subject to:your compliance with the terms of this Agreement; andYour compliance with any guidelines for using the Pasiv Platform which are posted on or provided through the Pasiv Platform (as may be amended from time to time); andOur privacy policy (as may be amended from time to time).
Agreement Inconsistencies
In the event of any inconsistency between the terms of this Agreement and the privacy policy, the provisions in the privacy policy will prevail.
Privacy Policy Amendments
Any amendments to the privacy policy will take immediate effect.
Platform Functionality & Configuration
You acknowledge that we will have sole discretion and control over, and the right to modify at any time, the Pasiv Platform and its functionality, configuration, appearance and content, including without limitation:the parameters and methods by which Transactions are placed, routed, marketed or otherwise processed by the Pasiv Platform; andthe availability of the Pasiv Platform to any user or with respect to particular Financial Instrument, or Transactions at any particular places, times or locations.
Disclaimers
You agree to be bound by the various legends, disclaimers, terms and conditions displayed on or linked to the Pasiv Platform and/ or the Website. Such legends and disclaimers may be updated and/or modified from time to time without prior written notice thereof to you.
6. USER CONTENT
Third Party Content
You acknowledge and agree that certain content is provided by third-parties and made available to Pasiv by or through social media websites, blogs, wikis, online conferences, telecasts, podcasts, and other forums (collectively, the “Forums“). Such content is not advice created or provided by Pasiv and does not constitute a recommendation to buy, sell, or hold any security or securities. Reliance on any third party content available on or through the Forums is used at your own risk and Pasiv will not be responsible or liable to you for the performance by the third party or their services and whether they have exercised reasonable care and diligence in the selection of the same.
Uploading Content
Whenever you make use of a feature that allows you to upload content to our Website and/or Pasiv Platform, or to make contact with other users of our Website and/or Pasiv Platform any content you upload must not:be defamatory of any person;contain material which is obscene, discriminatory, offensive, hateful, threatening or inflammatory;infringe any copyright, database right or trademark of any other person;be likely to deceive any person;promote any illegal activity;be likely to harass, upset, embarrass, alarm or annoy any other person; orbe used to impersonate any person, or to misrepresent your identity or affiliation with any person.
Non-Confidentiality of Content
Any content you upload to our Website and/or Pasiv Platform will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us and other users of our Website and/or Pasiv Platform a limited license to use, store and copy that content and to distribute and make it available to third parties. We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our Website and/or Pasiv Platform constitutes a violation of their intellectual property rights, or of their right to privacy.
Responsibility for Backups
You are solely responsible for securing and backing up your content.
Content from Other Users
The Website and/or Pasiv Platform may include information and materials uploaded by other users. This information and these materials have not been verified or approved by us. The views expressed by other users on the Website and/or Pasiv Platform do not represent our views or values. If you wish to complain about information and materials uploaded by other users please contact us.
7. YOUR INFORMATION
Confidentiality
The obligations relating to client confidentiality as set out in this clause 7 and the Privacy Policy shall not apply to any information:we provide to our employees, officers, representatives, group companies, affiliates, advisers or credit reference agencies who need to know such information for the purposes of carrying out obligations under or in connection with this Agreement or providing us with services relating to the subject matter of this Agreement.’; andas may be required – by law, a court of competent jurisdiction or any governmental or regulatory authority.
Data Protection Disclosure
Before providing us with any information in connection with this Agreement, please read our privacy policy & data protection policy (the “Privacy Policy“). We are registered with the DIFC and are subject to the DIFC Data Protection Law 2020. This regulation mandates us to explain how and why we use your personal information when you use Pasiv. You can chat with us through the app or send us an email at support@pasiv.ae. Pasiv may collect, use and store the personal information which you provide from time to time including Personal Data and Sensitive Personal Data within the meaning given to the terms in the DIFC Data Protection Law No. 5 of 2020 (“Personal Data“). Personal Data may include information provided for the purpose of compliance with anti-money laundering regulations and information deriving from transactions that Pasiv facilitates on your instructions.
Consent
You consent to us using and holding your Personal Data in accordance with our Data Privacy & Data Protection Policy available on our website at www.pasiv.ae
Use
Pasiv may use the Personal Data that it collects:to open your Pasiv Account and enable related Transaction and trading arrangements;to supply the services;to meet Pasiv’s obligations under DFSA Rules and other applicable law;for client service, analysis and market research purposes;to undertake credit and reference checks and/or to recover a debt or for the purposes of legal proceedings; and/orfor general account administration purposes.
Sharing
You acknowledge and agree that Pasiv may share your Personal Data in the following circumstances:where Pasiv uses your Personal Data to assess your eligibility for the services and to verify your identity;Pasiv may share Personal Data with its affiliates and with third parties who may administer and operate the Pasiv Account from time to time. Pasiv will always take appropriate measures and meet its legal obligations to ensure that any Personal Data transferred to such third parties is kept securely;on an assignment of the obligation and rights under this Agreement, or if Pasiv restructures its business or the whole or any part of its business is sold then Pasiv may transfer your information to the relevant third party provided this is in line with statutory data protection requirements; andPasiv may share your Personal Data with UAE and overseas law enforcement agencies or regulatory authorities and other relevant bodies for crime prevention purposes.
Retention
Pasiv will retain copy records for a period of six (6) years or otherwise stipulated by us in accordance with DFSA Rules and other applicable laws from the date of termination of your Agreement. Pasiv may scan and retain all hard copy documentation including Personal Data within our data storage system indefinitely. Retained data may be archived off-site and can usually be retrieved within three (3) working days. Pasiv may seek to recover reasonable expenses for retrieval of any such data after the date of termination of your Agreement.
8. TRANSACTIONS
Entering Transactions
The Pasiv Platform will display the indicative price to buy, and the price to sell for each product. This is called a “quote”. A quote is not an offer by us to buy or sell any products. Our quotes may be different from the prices provided by other brokers, the market price, as well as the current prices on any exchanges or trading platforms. Although, when we provide a quote, we may take into account the price that we receive from a broker, the market, or any exchanges or trading platforms, we are under no obligation to do this, and we are under no obligation to ensure that the quotes which we provide are within any specific percentage of such price. If the prices on a market, exchange or trading platform are distorted, for example during a short term price spike, or during pre-market, post-market, or intra-day auction periods, we may reflect similar prices in our quotes, but we are under no obligation to do this. When the underlying market or exchange is closed, our quotes may reflect what we believe to be the current bid and ask price of the relevant product. Quotes and prices are updated and change constantly which means that the price to buy or sell may change between the time that you view or place your order and the time that your order is executed by ChoiceTrade. We will tell you the price that your order was executed at. The number of shares or securities that we display may also change between the time that you view or place your order and the time that and the time that your order is executed by ChoiceTrade.When you use our services, you will place an order. An order is any request placed by you with us to purchase or to sell or otherwise deal in securities (via ChoiceTrade) on the trading platform from time to time. We will then need to accept your order and instruct ChoiceTrade to execute it for it to take effect. You can place an order by using the Pasiv Platform. We will instruct ChoiceTrade to execute orders that are received from your Pasiv Account on the Pasiv Platform, and which we reasonably believe are from you, or authorized by you. Please be careful when making an order. If you place orders by accident or in error, for example if you place multiple orders which are the same, we will assume that you did this on purpose, and we will instruct ChoiceTrade to execute them without checking this with you.Once we accept your order, we will transmit it to ChoiceTrade to execute it in accordance with any specific instructions that you give. This is called a trade. We cannot guarantee that your execution price will match your order price. This is because the market may be volatile and/or the price may have moved up or down between the time that you place your order (or the time your limit order, take profit and/or stop loss order has been activated) and the time that ChoiceTrade executes your order. This is known as slippage. When this happens, we will execute your order at the next best price.If you have placed an order during: (a) times in which the market of the underlying is suspended (for example, during the weekend or at off-market hours, suspension due to market conditions or due to any other event in which the market of the underlying is suspended), and/or (b) during the time the market was open, however, your order is triggered shortly following a suspension, then the applicable order you have placed will be executed by ChoiceTrade as soon as is reasonable under the circumstances when market liquidity conditions are reasonable. We do not guarantee that your order will be executed by ChoiceTrade at the first available underlying market price at commencement of trading or within any specific range compared to other market prices which may be available to you from other sources. We are not liable for any loss or for other claims which you may have in connection with such orders.
We will transmit orders to ChoiceTrade for execution during trading hours. Different products have different trading hours. It is your responsibility to ensure you are aware of the trading hours for the product you are trading. We may agree to instruct ChoiceTrade to execute orders outside of business hours, at our discretion.Where you place an order outside of market hours, or where the product you are trading has a 24/7 market, but your order is placed during a period where there is limited trading (for example during the weekend), the availability of the different functionalities which we may provide as part of our services, including instructions which you may give in respect of a trade, may be delayed or may not be available. We are not liable for any loss which results from your inability to access or provide certain trading functionalities and instructions.
You may request to cancel or modify an order which we have not instructed ChoiceTrade to execute. However, we cannot guarantee that we will be able to carry out your request. This will depend on the product that you are trading.We are not required to accept every order that you make and we reserve the rights to decline any order or transaction. If we have accepted your order, we are not required to instruct ChoiceTrade to complete/execute every order. We provide below a non-exhaustive list of examples of situations where we may not accept an order, not instruct a ChoiceTrade to execute or complete an order, or cancel an order:if we reasonably believe the security of your Pasiv Account or Account with ChoiceTrade is at risk, or if we’re concerned about unauthorized or fraudulent use of your Accounts with Pasiv. This might happen if we think someone is using your Pasiv Account or your ChoiceTrade Account provider without your permission;if you do not have enough money in your ChoiceTrade Account to cover the maximum amount of loss associated with your order, plus any associated fees, charges and applicable margin;if we reasonably believe that there is an error with your order. For example, if you have placed an order that is unusually large and you have never done this before;if the order you have requested is unusual or for exaggerated volumes;there is an error with the quote that is displayed. For example, if the quote is manifestly different to the market price, prices on exchanges, prices on trading platforms, and/or if the quote is clearly loss making;there is a change in applicable law, which means that the order is no longer in compliance with applicable law;an exchange requests or recommends that the order is canceled;you breach the rules of trading.Where you place a fractional share order (an order for a non-integer amount of shares), the terms outlined in Appendix 4 of this agreement will apply. ChoiceTrade reserves the right to reject any fractional orders at any time.
Rejected Orders
If we do not accept your order, instruct ChoiceTrade to complete/execute your order, or if we cancel your order, we will inform you by making that information available on the Pasiv Platform in the account screen in the transaction list, unless there is a legal reason that we cannot provide this information to you.
Erroneous Orders
If we have instructed ChoiceTrade to execute your order, and a transaction has occurred, we may instruct ChoiceTrade to take corrective actions and either modify the transaction, or void the transaction. We will inform you of errors by making information available on our trading platform, including any corrective actions we intend to take.
Fees & Charges
ChoiceTrade may use the money in your account to pay fees, costs or charges which become due and payable. Where you enter into a transaction, all fees, costs, and charges for that transaction will become due and payable immediately upon execution, and ChoiceTrade will deduct the relevant sum from your account at that point.
Losses Incurred from Erroneous Order Placement
Pasiv will not be responsible for any losses you incur as a result of any actions or inactions taken by us in accordance with clause 8.1. By using our service you acknowledge that there is a component of artificial intelligence / machine learning that is used to show you a particular security based on a natural language input from you. It is your sole responsibility to ensure that the security you are purchasing is indeed the company (stock) or fund (ETF) that you intended to purchase, and not a close alternative that our artificial intelligence / machine learning makes a match with. You can verify the company’s details by typing “More Info ____” followed by the ticker of the company to verify if its description, market cap and details match the company you intend to purchase.
Instruction Only Basis
Pasiv will transmit buy/sell trade orders to effect a transaction to ChoiceTrade for execution, based on your instructions. We will not advise you about the merits of any transactions. We will be dealing on an Instruction-Only Basis. All deals are arranged on your behalf with ChoiceTrade (who execute and are the counter party to all trades).
Appropriateness
We do not have to make sure that any transaction is suitable or appropriate for you. Therefore, you will not benefit from the protections of any relevant DFSA Rules which dictate when we need to assess the suitability or appropriateness of any transaction for you.
Instructions to Pasiv
Pasiv will act on your instructions to undertake (on your behalf) such actions as may reasonably be required for Pasiv to pass orders and effect transactions through ChoiceTrade on your behalf.
Authorizations & Documents
You will execute and deliver any authorizations and documents as may be reasonably necessary for Pasiv to carry out the arranging services under this Agreement.
9. YOUR OBLIGATIONS
Accuracy & Correctness of Submission
You acknowledge that Pasiv will be relying on the information or documents provided by you to Pasiv. It is your responsibility to ensure that information or documentation provided by you to Pasiv is complete, accurate and not misleading in any material respect and that you have notified Pasiv of any information which could be relevant to the performance of Pasiv’s duties under this Agreement.
Submitting Additional Information
Further, we may, from time to time, require additional information and/or documents (including as required by anti-money laundering regulations and any other similar regulations applicable to us (“AML“), as well as for anti-fraud measures or any other related internal procedures), or clarifications to information and/or documents which you have provided to us. The information you provide to us must be complete, accurate and not misleading. If you do not provide us with the required information, or if you provide inaccurate, incomplete or misleading information, we will not be able to open a Pasiv Account for you, or, if you already have a Pasiv Account, we may freeze, block, or close your Pasiv Account.
Tax Obligations
You will be responsible for all tax returns, filings and reports on any transactions undertaken pursuant to this Agreement and for the payment of all unpaid capital calls, taxes or other liability arising out of, or in connection with, the investments held in your Account.
Borrowing to Invest
You acknowledge that borrowing money to finance a contribution into your ChoiceTrade Account involves the risk that the value of your capital investment will go down. If you borrow money to make a contribution, it is your sole responsibility to repay the loan and pay interest as required by the loan’s term – the obligation to pay back remains even if the value in ChoiceTrade Account declines. We strongly recommend against borrowing to fund an investment arranged with Pasiv. Should you wish to leverage your gains, you may apply for a margin account with Pasiv.
10. KEEPING YOUR ACCOUNT SAFE
Authentication
If we accept your application, we will open a Pasiv Account for you. You will need to authenticate via OTP to access your Pasiv Account and we may also require other security details. It is your responsibility to take all reasonable steps to keep your Pasiv Account safe.
Suspected Intrusion
You will need to change your security details immediately and contact us as soon as possible if you think someone else knows them. We may block access to your Pasiv Account or block access to our services if we believe that it is necessary for security or legal reasons. For example, if we think someone may have access to or is using your Pasiv Account without your permission. We may contact you to provide you with new security details, or contact you to require you to change your security details.
3rd Party Access
You must not give any third party (including minors) any access to and/or control of your Pasiv Account. If you elect to give another person access to and/or control of your Pasiv Account, you do so at your own risk and we will not be responsible for the decisions of that third party.
11. INSTRUCTIONS AND COMMUNICATION
Account Holder Instructions Only
Instructions may only be provided by you through the Pasiv Platform. All written communications should be directed to Pasiv’s registered office at the address set out in clause 20.3 of this Agreement and on our Website. Complaints should be notified to Pasiv in accordance with clause 16.
Instruction Source
Pasiv will be entitled to act on any instructions reasonably believed to be from you or an authorized representative of you. It is your responsibility to keep the security details applicable to your Pasiv Account safe and not share them with any other person. Where you have any reason to suspect that your security details have or might be compromised, you must contact us immediately.
Right To Refuse Instruction Execution
You acknowledge that: a) Pasiv may not accept instructions until it is able to satisfy itself that the instructions originated from you or an authorized representative of you; b) Pasiv will not be responsible for any losses or loss of opportunity due to any delays arising from Pasiv confirming the validity of instructions or the accuracy of instructions where they are, in Pasiv’s reasonable opinion, unclear.
Advisability or Suitability
Pasiv will not be responsible for the advisability or suitability of transactions made at your instruction.
Instruction Validity
Pasiv, in its sole discretion, may refuse to act on an instruction given by you or an authorized representative of you, where: (i) it has reason to doubt the validity of the instruction; and/or (ii) the instruction is not capable of being carried out on the Pasiv platform.
Non Transferability of Account Rights
Pasiv will not be obliged to deal with any person to whom you may have disposed of or otherwise assigned or transferred to or encumbered any funds, assets or other entitlements held in or under your Pasiv Account.
Email Deliverables
Transaction statements, third party valuation reports and other third party summary and research reports on the Pasiv Account and third party reports or investment commentary as Pasiv may choose to provide as part of your subscription, may be provided electronically to you by email to the address provided by you or via the dashboard on the Website and/or the Pasiv Platform.
Language Use for Communication
All communications between you and Pasiv must be in English. By entering into this Agreement, you confirm that you can read and understand the English language. If you are in doubt as to the meaning of any clause in any document that we provide to you, please seek independent advice.
12. CLIENT FUNDS AND ACCOUNT FUNDING
No Custody of Funds
We are not permitted under the DFSA Rules to receive or hold any funds on your behalf. You acknowledge and agree that any funds relating to your Transactions will be held with ChoiceTrade.
Non-DIFC Based Custodian
Where you transfer your funds to a ChoiceTrade, you acknowledge and agree that your funds will be held with a bank that is not approved under the Client Money rules of the DFSA and that your funds may therefore not be protected as effectively as had it been held in a client bank account in the DIFC.
Broker Custody Agreement
You acknowledge and agree that you are solely responsible for reading and accepting the terms and conditions of ChoiceTrade before sending your funds to ChoiceTrade.
13. LENDING, BORROWING AND UNDERWRITING
13.1 Pasiv will not instruct ChoiceTrade to (i) commit you to supplementing the assets in your Account by borrowing cash or investments on your behalf and by committing you to a contract which may require you to supplement such assets; or (ii) enter into stock lending, stock borrowing, repurchase or reverse repurchase arrangements in relation to assets in your Account.
14. VALUATIONS AND REPORTING
Statements
Statements showing the composition and value of your Pasiv Account and ChoiceTrade Account and ongoing transactions will be provided in the Account Screen on the Pasiv Platform. This data is provided by ChoiceTrade and Pasiv does not guarantee its accuracy or timeliness. ChoiceTrade may have delays in providing you accurate composition and value numbers.
Valuation
Levels used in statements for the Pasiv Account to reflect the assets held in your ChoiceTrade Accounts will reflect Pasiv’s good faith effort to ascertain fair market values for the assets based on pricing and valuation information that Pasiv believes to be reliable and which may comprise and be based on valuation information provided by ChoiceTrade. Variations in market conditions will mean that the prices shown in periodic statements and any other reports do not necessarily reflect realizable values.
15. REPRESENTATIONS, WARRANTIES AND COVENANTS
Representations and Warranties: You represent and warrant to us as of the date of this Agreement and the date of each Transaction that:you have the power to execute, deliver and perform your obligations under this Agreement and all necessary action has been taken to authorize that execution, delivery and performance; as at the date of each Transaction, you have all the necessary authority, powers, consents, licenses and authorisation and have taken all the necessary action to enable you lawfully to enter into such Transaction; you have obtained from all relevant authorities all licences, permissions and consents required in order for you to enter into a Transaction and to perform your obligations under this Agreement; this Agreement, each Transaction and the obligations created under them are binding upon you and enforceable against you in accordance with their terms and do not and will not violate the terms of any regulation, order, charge or agreement by which you are bound; no event of default (“Event of Default“) or any event which may become (with the passage of time, the giving of notice, the making of any determination or any combination of the above) an event of default (a “Potential Event of Default“) has occurred and is continuing with respect to you; you act as principal and sole beneficial owner in entering into this Agreement and each Transaction; any information which you provide or have provided to us in respect of your financial position, domicile or other matters is accurate and not misleading in any material respect; except as otherwise agreed in writing by us, you are the sole beneficial owner of all funds you transfer to us or ChoiceTrade under this Agreement;
Covenants: You will:at all times obtain and comply, and so all that is necessary to maintain in full force and effect, all authority, powers, consents, licenses and authorisations referred to in this clause 15; promptly notify us of the occurrence of any Event of Default or Potential Event of Default with respect to yourself.use all reasonable steps to comply with all Applicable Regulations in relation to this Agreement and any Transaction, so far as they are applicable to you or us, and in any event you will at all times act with due skill and care.
16. COMPLAINTS
Complaints
If you have any complaint about our performance under this Agreement, you should direct that complaint to our Compliance Officer at support@pasiv.ae, who will investigate the nature of the complaint in accordance with our complaints handling procedure to endeavor to resolve it. A copy of our complaints handling procedure is available on request. We have procedures for handling your complaints fairly and promptly and in accordance with the DFSA Rules.
Broker Complaints
Should we consider that ChoiceTrade is entirely or partly responsible for the matter complained of, we may refer your complaint to that institution. In this instance, we will firstly inform you that ChoiceTrade is entirely or partly to blame and will obtain your consent in writing to refer the complaint to the relevant institution.
Complaint Resolution
We will try to resolve your complaint as quickly as possible and to your complete satisfaction. If we are unable to satisfactorily address your complaint, you may be able to refer your complaint to the DFSA for independent assessment. Should you wish to contact them you can do so in writing at: Dubai Financial Services Authority, Level 13, The Gate, PO Box 75850, Dubai, UAE.
17. TERMINATION
Termination
Unless required by Applicable Regulations, you may terminate this Agreement and the relationship between us by giving us 30 (thirty) days notice of termination using Pasiv Platform. Upon receipt of your termination request we will notify ChoiceTrade to close your ChoiceTrade Account. The redemption of your funds will be governed by the terms and conditions of ChoiceTrade’s Customer Account Agreement and the Account Closing process described in section 2.10 of this agreement.
Redemption Amount
Upon terminating this Agreement, subject to clause 17.1, all amounts payable by you to us will become immediately due and payable including (but without limitation):(All outstanding fees, charges and commission; andAny investment expenses or withdrawal fees incurred by terminating this Agreement.
Outstanding Transactions
All outstanding transactions at the time of Pasiv Account closure will be settled and the investments in your ChoiceTrade Account sold, with the funds and proceeds in your ChoiceTrade Account remitted to your designated account in accordance with the terms and conditions of the ChoiceTrade’s Customer Account Agreement.
Immediate Termination
Each of the following, including but not limited to, will constitute an event for termination of this Agreement with immediate effect and without further notice to you:
You fail to make any payment when due under this Agreement, or to observe or perform any other provision of this Agreement and such failure continues for one (1) Business Day after notice of non-performance has been given by us;We have reason to suspect fraud or that the security of the Pasiv Account or ChoiceTrade Account has otherwise been breached;We have reason to suspect that ChoiceTrade Account or Pasiv Account is being used in a way that is contrary to financial services and markets regulations, for market abuse, or for the furtherance of a financial crime including money laundering;You fail to provide us with information that in our reasonable opinion we need to satisfy our obligations under any applicable laws, rules and regulations, whether relating to the prevention of financial crime or otherwise;We have reason to suspect that your Accounts are being used in a way that is contrary to sanctions related laws, rules or regulations.
You commence a voluntary case or other procedure seeking or proposing liquidation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law;An involuntary case or other procedure is commenced against you seeking or proposing liquidation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law.
To the extent we are permitted to do so by Applicable Regulations we will contact you on the suspension of your Accounts promptly and seek to satisfactorily resolve the issue and will remove the suspension when we do so resolve the issue. We may be prohibited by law from contacting you or discussing details with you.
Existing Rights
Termination or expiry of this Agreement will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.The following clauses will continue in full forceClause 18 (Exclusions, Limitations and Indemnity) of this agreement;Clause 21 (Governing Law and Jurisdiction); of this agreement and any other clauses agreed between us in relation to such Transactions.
18. EXCLUSIONS, LIMITATIONS AND INDEMNITY
No Investment Guarantee
Pasiv gives no assurance or guarantee that the value of investments in your ChoiceTrade Account will not go down or that the investment held in your ChoiceTrade Account will generate profits or income, or that any investment or savings goals you may have (even where you have notified us of them) will be achieved.
User Errors in Judgment
Pasiv will not be liable for any error of judgment or any loss suffered by you in connection with the services it provides to you under this Agreement (and in particular, but without limitation, Pasiv will not be liable for any loss which may be sustained in the purchase, holding or sale of any investments in accordance with those services) unless such loss arises from negligence, wilful default, dishonesty or fraud by it or any of its employees. Pasiv will not be liable for any other losses suffered by you (which will include loss of profits, income or capital, costs, expenses, claims or damages) including losses arising from:negligence, wilful default, fraud or insolvency of any other person; Pasiv carrying out or relying on instructions or on any information provided or made available to Pasiv by you, ChoiceTrade, any appointed representative or agent of yours or any person duly appointed by Pasiv; market conditions or changes in market conditions; or any delayed receipt, non-receipt, loss or corruption of any information contained in email or for any breach of confidentiality resulting from email communication or any consequential loss arising from either of the foregoing.
Losses
Pasiv will not be liable for any consequential, special, indirect or speculative loss or damage, or loss of profits, loss of opportunity, goodwill or reputation suffered by you or any other person.
Third Party Defaults
In particular, but without limitation, Pasiv will not be liable for any default of any counterparty, bank, sub-custodian, or any other entity which holds money, investments or other documents of title on behalf of you or with or through whom transactions are conducted for you. Pasiv will not be liable to you for any losses incurred by you as a result of the acts or omissions of ChoiceTrade, save to the extent that such losses are caused by Pasiv’s negligence, wilful default or dishonesty in complying with clause 18.5.
Service is Provided As Is
The Pasiv Platform is provided “AS IS” on an “IS AVAILABLE” basis without any representations or any kind of warranties whatsoever (whether expressed or implied by law). We and our licensors disclaim to the fullest extent permitted by law all express, implied and statutory warranties, including without limitation, the warranties as to functionality, operability, accessibility, accuracy, correctness, reliability, updatedness, timeliness, satisfactory quality, merchantability, fitness for a particular purpose, and non-infringement of proprietary rights. Without limiting the foregoing, we do not warrant that our services, functions contained in or access to the Website and/or your Pasiv Platform and/or the dashboard or other content will be timely, uninterrupted or error-free without omission, that defects will be corrected, or that the Pasiv Platform or its contents are free of infection by computer viruses and/or other harmful or corrupting code, programme, macro and such other unauthorized software, or that the download, installation or use of any systems or content of the Pasiv Platform in or with any computer will not affect the functionality or performance of the computer. We are not responsible or liable for the deletion or failure to store any content maintained or posted by or through the Pasiv Platform.
Third Party Website & Links
The Pasiv Platform may contain links to other websites which are not maintained by us. Similarly, other websites may contain links to the Website. We have no control over such sites and resources, and you acknowledge and agree that we are not responsible for the availability or contents of those websites and will not be liable for any damages or injury arising from the availability or contents of those websites. Any links to other websites are provided as a convenience to you as a user of the Pasiv Platform and does not imply our endorsement of the linked website or association with their operators. We disclaim all responsibility and liability, direct or indirect, for any damage or losses (including any virus, spyware, malware, worms, errors or damaging materials contained in the linked sites) caused or alleged to be caused by or in connection with the use or reliance on any such content available on or through any such site or resource, which are accessed and used at your own risks.
Solicitation & Reliance
The content of the Pasiv Platform is only intended to provide you with general information and is neither an offer to sell nor a solicitation of an offer to purchase any security and may not be relied upon for investment purposes. Any commentaries, articles, daily news items, public and/or private chat publications/communications, stock analysis, stock reports and/or other information contained in the Pasiv Platform should not be considered, or construed as, professional or investment advice, nor should be relied upon as such. The information contained within any commentaries, articles, daily news items, public and/or private chat publications/communications, stock analysis, stock reports and/or other information contained in the Pasiv Platform is not specific to your personal circumstances and should not be taken as advice or recommendation and, before taking any particular action, specific and personal advice should be obtained from an independent advisor of your choice.
Limitation of Liability
We will not be liable to you for any partial or non-performance of our obligations hereunder by reason of any cause beyond our reasonable control, including without limitation any breakdown, delay, malfunction or failure of transmission, communication or computer facilities, industrial action, act of terrorism, act of God, acts and regulations of any governmental or supra-national bodies or authorities or the failure by the relevant intermediate broker or agent, agent or principal of our custodian, sub-custodian, dealer, market, clearing house, or regulatory or self-regulatory organisation, for any reason, to perform its obligations. Nothing in this Agreement will exclude or restrict any duty of liability we may have to you under the regulatory system (as defined in the DFSA Rules), which may not be excluded or restricted thereunder.
Indemnity
You will pay to us such sums as we may from time to time require in or towards satisfaction of any debit balance on any of your Accounts with us and, on a full indemnity basis, any losses, liabilities, costs or expenses (including legal fees), taxes, imposts and levies which we may incur or be subjected to with respect to any of your Accounts or any Transaction or any matching Transaction on a market or with an intermediate broker or as a result of any misrepresentation by you on any violation by you of your obligations under this Agreement (including any Transaction) or by the enforcement of our rights.
19. FORCE MAJEURE
In the event of any failure, hindrance or delay in performance of Pasiv’s obligations under this Agreement where such failure, hindrance or delay arises directly or indirectly from circumstances outside Pasiv’s control, including, but not limited to acts or regulations of any governmental bodies or authorities or securities exchanges, any delay or changes in the market conditions, settlement system, a custodian refusing to act on Pasiv’s instructions or the breakdown, failure, disruptions or malfunction of any telecommunications or computer service, except for Pasiv’s own systems, Pasiv will have no liability for any loss or change in the value of the assets in ChoiceTrade Account or any opportunity lost incurred as a result of above failure or delay.
20. MISCELLANEOUS
Amendments
We have the right to amend the terms of this Agreement. If we make any material change to this Agreement, we will provide you with at least thirty (30) Business Days written notice to you. Such an amendment will become effective on the date specified in the notice. For the avoidance of doubt, any amendment to the Subscription Fees will be deemed material. If you do not close your Accounts prior to the date on which you are notified that the changes will come into effect, you will be deemed to have agreed to the changes and they will apply to your Accounts.
Any other amendment must be agreed in writing between us. Unless otherwise agreed, an amendment will not affect any outstanding order or Transaction or any legal rights or obligations which may already have arisen.
Assignment
Pasiv may on thirty (30) days’ prior written notice (which may be via email to the email address provided to Pasiv by you), assign its rights and/or obligations under this Agreement to a third party selected by Pasiv, including by way of merger, consolidation or the acquisition of all or substantially all of Pasiv’s business and assets relating to this Agreement, provided that; (i) doing so will not adversely affect your rights or obligations under this Agreement; and (ii) the assignee is to Pasiv’s reasonable satisfaction able to provide an equivalent level of service and regulatory and commercial assurance.
Notices
Unless otherwise agreed, all notices, instructions and other communications to be provided by us under this Agreement will be given to the address or email provided by you. You will notify us of any changes to your address.
All notices, instructions and other communications to be given by you to us under this Agreement will be given in writing using the details below or such other details as may be notified to you from time to time.
Address: P4-10A Park Towers, DIFC, Dubai, United Arab Emirates (“UAE”)
Email: support@pasiv.ae
Subject : For the attention of: Legal & Compliance Department
Electronic Communication
Subject to Applicable Regulations, any communication between us using electronic signatures will be binding as if it were in writing. Orders or instructions provided to us via email or other electronic means will constitute evidence of the orders or instructions provided to us
Recording of Calls
In order to comply with our regulatory requirements, we are required to record telephone conversations relating to Transactions. You consent to the recording of such telephone conversations and the use of such recordings and/or transcripts from such recordings for any purpose. The recordings and/or transcripts will be our sole property and you acknowledge and agree that they may be used as evidence of the orders or instructions that you provided.
Our Records
Our records, unless shown to be wrong, will be evidence of your dealings with us in connection with our services. You will not object to the admission of our records as evidence in any legal proceedings because such records are not originals, are not in writing or are documents produced by a computer. You will not rely on us to comply with your record keeping obligations, although records may be made available to you on request at our absolute discretion.
Your Records
You agree to keep adequate records in accordance with Applicable Regulations to demonstrate the nature of orders submitted and the time at which such orders are submitted.
Third Party Rights
This Agreement will be for the benefit of and binding upon us both and our respective successors and assigns. You will not assign, charge or otherwise transfer or purport to assign, charge or otherwise transfer your rights or obligations under this Agreement or any interest in this Agreement, without our prior written consent, and any purported assignment, charge or transfer in violation of this clause will be void.
Time of Essence
Time will be of the essence in respect of all your obligations under this Agreement (including any Transaction).
Rights and Remedies
The rights and remedies provided under this Agreement are cumulative and not exclusive of those provided by law. We will be under no obligation to exercise any right or remedy either at all or in a manner or at any time beneficial to you. No failure by us to exercise or delay by us in exercising any of our rights under this Agreement (including any Transaction) or otherwise will operate as a waiver of those or any other rights or remedies. No single or partial exercise of a right or remedy will prevent further exercise of that right or remedy or the exercise of another right or remedy.
Set-off
Without prejudice to any other rights to which we may be entitled, we may at any time and without notice to you set-off any amount (whether actual or contingent, present or future) owed by you against any amount (whether actual or contingent, present or future) owed by us to you. For these purposes we may ascribe a commercially reasonable value to any amount which is contingent or which for any other reason is unascertained.
Partial Invalidity
If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Agreement nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
21. GOVERNING LAW AND JURISDICTION
Governing Law
A Transaction which is subject to the rules of a market will be governed by the law applicable to it under those rules.
DIFC Laws
This Agreement will be governed by and construed in accordance with the laws of the DIFC.
Dispute ResolutionAny dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, will be subject to the exclusive jurisdiction of the Courts of the DIFC. For disputes under AED 1,000,000 in value, the parties agree to exclusively hear the matter in the Small Claims Tribunal at the DIFC Courts.
22. INTERPRETATION
Defined Terms:
In this Agreement
“Accounts” means collectively the Pasiv Account and ChoiceTrade Account.
“Applicable Regulations” means each of the following, as in force from time to time: (i) DFSA Rules or any other rules of a relevant regulatory authority; and (ii) All other applicable laws, rules and regulations.“Associate” means an undertaking in the same group as us, a representative whom we or an undertaking in the same group as us appoints, or any other person with whom we have a relationship that might reasonably be expected to give rise to a community of interest between us and them.
“Pasiv Account” means an account opened by you directly with Pasiv for the purposes of arranging deals in investments with a ChoiceTrade which will display in aggregate the status of your ChoiceTrade Account(s).
“Pasiv Platform” means the Pasiv mobile application.
“Business Day” means a day which is not a Friday or a Saturday and upon which banks are open for business in the United Arab Emirates
“DFSA” means Dubai Financial Services Authority.
“DFSA Rules” means the subsidiary legislation made under the DIFC Regulatory law 2004 by the Board of Directors of the DFSA or any other law applicable in the DIFC which is administered by the DFSA.
“Financial Instrument” means and includes but is not limited to securities, futures, swaps, forward rate agreements and any other derivative contracts relating to securities, currencies, interest rates or yields, or other derivatives instruments, financial indices, financial measures or commodities;
“Instruction-Only Basis” means we will convey your instructions to arrange to buy and sell securities through a ChoiceTrade but will not give you advice about the securities and/or any Transactions.
“Order” means an instruction to buy or sell a Financial Instrument at a price quoted by us as appropriate.
“Retail Client” means as defined in the DFSA Rules.
“Risk Disclosure Statement” means as defined in Appendix 2.
“ChoiceTrade” means an entity, including but not limited to a US broker-dealer, which is licensed to carry out certain financial service and brokerage services activities including: (a) holding your funds; and (b) the execution of certain transactions that are arranged by Pasiv on an Instruction-Only Basis and offered to you through the Pasiv Platform.
“ChoiceTrade Account” means an account opened by you with a ChoiceTrade.
“Subscription Fee” means the fees that are required to be paid by you to us on a monthly and/or annual basis for the duration of the subscription period.
“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any interest or penalty payable in connection with any failure to pay or any delay in paying any of the same).
“Transaction” means any transaction in a Financial Instrument or any other contractual arrangement entered into between you and us.
“United States Resident” means any natural person resident in the United States.
“VAT” means any value added tax, including value added tax as provided for in the United Arab Emirates Value Added Tax Law No. 8 of 2017, and any other Tax of a similar nature.
“Website” means Pasiv’s website, as amended from time to time, which may be found at www.pasiv.ae