Customer Terms and Conditions

(a) you are a natural person ordinarily resident in the United Arab Emirates and hold a valid Emirates ID and valid UAE residency status, or you are an entity validly incorporated and existing under UAE law with its principal place of business in the UAE;

(b) you are at least 21 years of age and have full legal capacity, or, if an entity, the persons acting on your behalf are duly authorised;

(c) you are not a US person for tax purposes (unless and to the extent Hattword expressly accepts such customers and you have completed the relevant FATCA documentation);

(d) you are not a person or entity subject to sanctions administered by the UAE, the United Nations, the European Union, the United Kingdom, the United States (including OFAC), or any other relevant jurisdiction, and you are not located in a sanctioned country or region;

(e) you successfully complete Hattword's KYC, customer due diligence, suitability, and (where applicable) enhanced due diligence processes;

(f) you provide all information and documentation required for FATCA, CRS, tax residency, beneficial ownership, and source of funds reporting;

(g) you accept and continue to comply with the Customer Documents and all applicable UAE law.

(a) Investment advisory services under its CMA Category 5 licence, including assessment of your investment objectives, risk tolerance, and financial circumstances; preparation and delivery of personalised investment advice and recommendations; and ongoing portfolio guidance.

(b) Distribution of third-party financial products (including, without limitation, international mutual funds and ETFs, bonds and other fixed-income instruments, term deposits, private-market funds and vehicles, pre-IPO and late-stage private investments, OTC instruments, structured products, alternative investment fund units, and any other product that Hattword is permitted to distribute under applicable law from time to time, each a "Distributed Product"), in each case offered, manufactured, issued, sponsored, or provided by the relevant product manufacturer, sponsor, issuer, fund manager, bank, or other provider (each a "Product Partner").

(c) Order facilitation and access to execution through Hattword's execution arrangements with Al-Dar Shares and Bonds LLC, or such other CMA-licensed broker as Hattword may appoint from time to time (the "Executing Broker"). Execution, clearing, settlement, custody, and related functions are performed by the Executing Broker. The Executing Broker's services are integrated into the Platform so that you can transact without leaving the Platform; however, the Executing Broker is a separate legal entity, and you will be required to enter into the Executing Broker's customer agreement / terms of business and to comply with its rules.

(d) Reporting, statements, and digital tools to support the above Services.

(a) Mandate. Where you elect to receive investment advice, the scope, frequency, and basis of advice will be set out in a separate Investment Advisory Agreement and/or in the Suitability Questionnaire. Unless expressly stated otherwise, Hattword's advisory relationship is non-discretionary: you make all final investment decisions, and Hattword does not exercise discretion over your account.

(b) Suitability. Hattword's recommendations are based on the information you provide. You must provide accurate, complete, and current information and must promptly update Hattword on any material change in your circumstances, objectives, risk tolerance, or financial situation.

(c) No guarantee of outcomes. Hattword does not guarantee any specific investment outcome, return, yield, capital protection, or performance, and does not warrant that any recommendation will achieve your objectives. Investment returns depend on market conditions and other factors beyond Hattword's control.

(d) Periodic review. Where Hattword agrees to provide ongoing advice, the cadence and scope of reviews will be specified in the Investment Advisory Agreement. You are responsible for engaging with reviews and for updating your information.

(e) Conflicts of interest. Hattword may receive commissions, trail fees, and other consideration from Product Partners as described in Section 6(g) and Section 8. Hattword manages conflicts of interest in accordance with applicable CMA regulations and its internal conflicts-of-interest policy. Where a material conflict cannot be reasonably mitigated, Hattword will disclose it to you so that you can make an informed decision.

(a) Role and capacity. In its capacity as a CMA-licensed Distributor of Capital Market Products, Hattword distributes Distributed Products on behalf of, and as facilitator between you and, the relevant Product Partner.

(b) Hattword is not the manufacturer. Distributed Products are offered, manufactured, issued, sponsored, or provided by the relevant Product Partner. Hattword's role in relation to a Distributed Product is limited to facilitating your subscription, investment, servicing, and redemption, including ancillary actions such as collecting application data, transmitting your application to the Product Partner, assisting with account setup with the Product Partner or its registrar/administrator, and providing consolidated reporting on the Platform. Hattword does not act as the principal, issuer, custodian, or guarantor of any Distributed Product.

(c) Customer decision; eligibility. You confirm that, where you proceed to invest in a Distributed Product after receiving Hattword's advice, you are doing so based on your own evaluation, having read and understood the offering documents (including the prospectus, scheme information document, private placement memorandum, term sheet, key information document, subscription agreement, and similar documents) and other materials made available by the Product Partner. You further confirm that you are an eligible investor for the relevant Distributed Product under the rules of the Product Partner and under applicable law (including, where relevant, accredited-investor, qualified-investor, or similar thresholds for private-market, pre-IPO, OTC, and alternative products).

(d) Product Partner terms prevail. Each Distributed Product is governed by its own offering documents and Product Partner terms, including as to eligibility, minimum and maximum investment amounts, lock-ins, gates, redemption and settlement timelines, tax treatment, transfer restrictions, secondary-market features, fees and charges, risk disclosures, dispute mechanisms, and governing law. In the event of any inconsistency between these Terms and the documents of the Product Partner with respect to a specific Distributed Product, the Product Partner documents shall prevail as to that product, except in respect of matters strictly concerning Hattword's own services.

(e) No guarantee of returns. Hattword does not guarantee any rate of return, yield, interest, coupon, distribution, capital protection, liquidity, or performance of any Distributed Product. Past performance is not indicative of future performance. Private-market, pre-IPO, OTC, and alternative products in particular may be highly illiquid, long-dated, subject to valuation uncertainty, and may have limited or no secondary market.

(f) Transmission and reliance on data. Hattword is entitled to rely on the KYC, suitability, eligibility, and transaction data you provide, and to transmit such data to Product Partners, the Executing Broker, and their service providers, for the purpose of effecting transactions. You are responsible for ensuring that such data is accurate, current, and complete. Hattword is not responsible for delays, rejections, or failures on the part of a Product Partner or the Executing Broker, or for any action taken by them based on data transmitted by Hattword in good faith.

(g) Commissions, trail fees, and other consideration. You acknowledge and agree that Hattword may receive commissions, trail fees, placement fees, upfront fees, retrocessions, rebates, marketing support, referral fees, distribution fees, or other consideration from Product Partners (or their affiliates or service providers) in connection with the distribution of their products through the Platform. The existence and broad nature of such consideration is disclosed at the Platform level and, where required by applicable law, at the product level; specific details for a given Distributed Product are available on request to support@valura.ai. Receipt of such consideration by Hattword does not, by itself, constitute a cost to you over and above the fees disclosed by the Product Partner, unless otherwise stated.

(a) Order placement. You may place orders through the Platform during the operating hours of the relevant exchange and within Hattword's and the Executing Broker's operational hours. Orders are routed by Hattword to the Executing Broker for execution.

(b) Executing Broker relationship. Execution, clearing, settlement, and custody are performed by the Executing Broker (Al-Dar Shares and Bonds LLC, or such other CMA-licensed broker as Hattword may appoint). You acknowledge and agree that, in order to access execution, you will be required to enter into the Executing Broker's customer agreement / terms of business and you will be bound by its rules. Hattword is not a party to the execution relationship between you and the Executing Broker, and is not responsible for the conduct, errors, omissions, insolvency, or default of the Executing Broker.

(c) Custody of cash and securities. Cash balances and securities purchased through the Platform are held by the Executing Broker (or its sub-custodians and clearing members) in accordance with the rules of the relevant jurisdiction and the segregation requirements applicable to it. You are not granted any proprietary right against Hattword in respect of such cash or securities.

(d) Best execution. The Executing Broker is responsible for executing your orders in accordance with its best execution and order handling policies. Hattword will use reasonable efforts to select an Executing Broker that maintains appropriate execution standards.

(e) Corporate actions and proxy. Corporate actions are processed in accordance with the rules of the relevant issuer, exchange, and Executing Broker.

(f) Errors and cancellations. Trades, statements, or balance entries that result from a technical error, exchange error, market disruption, or unauthorised access may be cancelled, reversed, or corrected by the Executing Broker (and reflected by Hattword on the Platform) in accordance with applicable rules.

(a) the value of your investments can rise or fall and you may lose part or all of your invested capital;

(b) past performance is not indicative of future results;

(c) cross-border investing exposes you to currency risk, country risk, regulatory risk, custody and counterparty risk (including in respect of the Executing Broker and its sub-custodians), settlement risk, liquidity risk, market risk, time-zone and information asymmetry risk, and tax risk;

(d) certain Distributed Products may carry product-specific risks, including credit risk of the Product Partner or issuer, liquidity risk (which may be significant for private-market, pre-IPO, OTC, alternative, and structured products), valuation risk (including absence of reliable mark-to-market prices), lock-in and gate risk, concentration risk, leverage risk, regulatory and licensing risk, and operational and custody risk at the Product Partner level;

(e) Hattword does not guarantee returns, principal protection, or any specific outcome, and does not underwrite, guarantee, or warrant the performance, solvency, or conduct of any Product Partner or Executing Broker;

(f) statements, dashboards, valuations, and data displayed on the Platform are indicative and may be subject to delays, errors, or revisions; settlement values may differ from indicative values.

(a) use the Platform in violation of any applicable UAE or foreign law, including securities laws, sanctions, anti-money laundering and counter-terrorism financing laws (including UAE Federal Decree-Law No. 20 of 2018 and its amendments), tax laws, anti-bribery and corruption laws, data protection laws (including the UAE PDPL), and consumer protection laws;

(b) engage in market manipulation, insider trading, front-running, fraud, or any other prohibited trading practice;

(c) use the Platform to launder money, finance terrorism, evade taxes, or for any other unlawful purpose;

(d) provide false, misleading, or incomplete information to Hattword, the Executing Broker, any Product Partner, custodian, exchange, regulator, or counterparty;

(e) impersonate any person, misrepresent your affiliation, or use credentials belonging to another person;

(f) reverse engineer, decompile, scrape, or otherwise interfere with the Platform, its underlying APIs, or its security mechanisms;

(g) use any automated means (including bots, scrapers, or trading robots) without Hattword's express written authorisation;

(h) upload viruses or malicious code or attempt to compromise the security or integrity of the Platform;

(i) infringe Hattword's, the Executing Broker's, any Product Partner's, or any third party's intellectual property, privacy, or other rights.

(a) you breach the Customer Documents, the Risk Disclosure Document, or any applicable law;

(b) we are required to do so by the CMA, the UAE Central Bank, the UAE Financial Intelligence Unit, a court, law enforcement, or any other competent authority;

(c) we have reasonable grounds to suspect fraud, money laundering, sanctions violations, market abuse, or any unlawful activity;

(d) you become subject to sanctions, insolvency, or any other event that materially affects the relationship;

(e) you cease to be a UAE Resident, your residency status lapses, or you become unable to satisfy the eligibility requirements in Section 2;

(f) the information or documents provided by you are false, incomplete, or misleading;

(g) we discontinue the Service or any part of it.

(a) Hattword shall not be liable for any indirect, incidental, consequential, exemplary, special, or punitive damages, loss of profit, loss of revenue, loss of opportunity, loss of business, loss of goodwill, loss of anticipated savings, loss of data, or loss arising from market movements, the conduct of the Executing Broker, the conduct of any Product Partner, or any matter beyond Hattword's reasonable control, whether in contract, tort (including negligence), statute, or otherwise;

(b) Hattword's aggregate liability arising out of or in connection with the Customer Documents and the Services in any twelve-month period shall not exceed the total advisory and platform fees actually paid by you to Hattword (excluding pass-through charges) in the twelve (12) months preceding the event giving rise to the liability, or AED 5,000, whichever is higher, unless otherwise required by applicable law.

(a) your breach of the Customer Documents or applicable law;

(b) your wilful misconduct, fraud, or gross negligence;

(c) any claim by a regulator, tax authority, exchange, custodian, the Executing Broker, a Product Partner, or any third party arising out of your acts or omissions;

(d) any unauthorised use of your account caused by your failure to safeguard your credentials.

(a) the parties shall first attempt to resolve any dispute through Hattword's complaints and grievance redressal mechanism;

(b) thereafter, any unresolved dispute shall be subject to the exclusive jurisdiction of the competent courts of Dubai, United Arab Emirates.