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Raison Securities Limited Terms of Brokerage (Agency) Service

Version 1.1.0 - 01.02.2025
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1. WHO WE ARE

1.1 We are Raison Securities Limited, a private company incorporated in the Astana International Financial Centre (“AIFC”) ("we", "us", “our” or "Raison").

1.2. Raison is an Authorised Firm which is regulated and licensed by the Astana Financial Services Authority ("AFSA") to carry on Regulated Activities.

1.3. General information about Raison:

  • Name: Raison Securities Limited
  • Business Identification Number: 230140900126
  • Registration date: 13 January 2023
  • Registration Authority: AFSA

1.4. Raison contact details:

1.5. 100% of Raison's shares are owned by Raison FinTechnologies, Inc., with the registered address at 8 The Green STE B, Dover, DE 19901, USA.

1.6. Raison is duly authorised by the AFSA to provide regulated investment services in the securities market.

1.7. License No.AFSA-A-LA-2023-0004 is issued by the AFSA for the provision of the following investment services:

  • 1.7.1. Dealing in Investments as a Principal;
  • 1.7.2. Dealing in Investments as an Agent;
  • 1.7.3. Advising on Investments;
  • 1.7.4. Arranging Deals in Investments with a scope of authorisation restricted to the specified Financial Products such as Shares, Debentures, Structured products, Units in a Collective Investment Scheme without permission to carry on the Regulated Activities with Structured products for retail Clients.

2. SUMMARY

2.1. This document (the “Agreement”) forms the basis of the agreement between you and Raison and provides you with important information about the Services relating to the provision of certain execution-only order transmission services by us to you in the Instruments offered through the Raison App (transferred via ETS or manually). If this Agreement is translated and made available to you in your local language, the English version of this Agreement will still prevail. In case we translate and make available Pre-Contractual Information and Declarations, Agreement and Order Handling and Best Execution Policy or any other document in a language other than English, all other documents and information related to our Services can still be provided to you in English and we will communicate to you in English.

2.2. In this Agreement, capitalised words and expressions have the meanings ascribed to them in Annex A (Definitions).

2.3. Please read this Agreement carefully before using the Services provided by us that are available through the Raison App. By accessing the Raison App you agree to be bound by this Agreement. If you do not agree to this Agreement, you must not use the Services available via the Raison App for any purpose whatsoever.

2.4. This Agreement relates only to the provision of execution-only order transmission services by us to you through the Raison App, and where we provide additional services to you, those services will be governed by our other terms as appropriate. This Agreement will apply to you from the date that you accept this Agreement in the Raison App. We provide this Agreement in English and will communicate to you in English going forward. You will receive a copy of this Agreement from us in a durable medium, i.e. via the email that you signed up with. We have disclosed certain important information (“Important Information”) in Raison App and on our website. You need to read the Important Information carefully before submitting any Order or using any of the Services that are available through the Raison App. Among others, the Important Information includes certain Pre-Contractual Information and Declarations, our Raison Risk Disclosure (“Risk Disclosure”) and Raison Order Handling and Best Execution Policy (“Order Handling and Best Execution Policy”). The risks set out in the Risk Disclosure do not represent all the risks involved when using the Services that we provide to you under this Agreement, as there may be additional risks to you and your capital both currently and in the future and the Risk Disclosure is not intended to be a comprehensive explanation of the key risks. By accepting this Agreement in the Raison App, you are deemed to represent to us that you have carefully read and understood all Important Information and you accept it. You accept that we may, in our absolute discretion, amend this Agreement and the Important Information, including the Risk Disclosure and the Order Handling and Best Execution Policy, from time to time and will notify you in a manner as set out in this Agreement. If you have any questions or concerns about any of the content of this Agreement or any of our other agreements or notices or any of the Important Information, you should seek independent professional advice before using the Services.

2.5. The Pre-Contractual Information and Declarations set forth certain declarations that we expect you to make. In providing a Service, we may ask you to make additional declarations, which we consider necessary in order to provide that Service. If you do not make all such additional declarations or repeat the declarations when we ask you to repeat them, we may not be able to provide you with all of our Services or we may restrict or limit your access to some of the Services either temporarily or permanently.

3. IMPORTANT INFORMATION ABOUT OUR SERVICES

3.1. We provide an execution only (no advice) with respect to your Orders in Instruments which we execute ourselves or transmit to a Third-Party Broker. This means that, under this Agreement, we will not provide you with any advice of any kind. Where we provide advice to you as an additional service, those services will be governed separately by our Investment Advisory Agreement. We will not in any way provide a view as to whether a particular instrument is suitable for you. In case we make available via Raison App any Complex Instruments, we will determine the appropriateness of such Instruments for you based on your investment knowledge and experience and determine whether you understand the risks associated with the Service or Instrument. This means we shall not assess the appropriateness if the provision of the Service is associated with a Non-complex Investment e.g. shares traded on the market, units of an undertaking for collective investment in transferable securities, money market instruments etc.). As a result of the above, your interests may be less protected. Also, if you fail to present information about your investment knowledge and experience to us or present inadequate or incorrect information to us, we need not be able to assess the appropriateness of the Service or Instrument to you. If you fail to present respective information to us or present inadequate or incorrect information to us or if, on the basis of the adequate information presented to us, the Service or Instrument is not appropriate for you, but, regardless of that, you wish to receive the Service or conduct the Transaction with the Instrument, you need not be able to understand the risks associated with the Service or Instrument and therefore your interests may be less protected. You are responsible for the decisions you make in relation to your Orders you submit to us. If you are uncertain (in cases where we do not or cannot assess appropriateness) about whether an Instrument is appropriate for your individual circumstances or needs, or if any part of this Agreement is unclear you should seek independent professional advice.

3.2. We will execute your Order ourselves or transmit your Orders to the Third Party Broker. Please refer to clause 33.5 for the circumstances which may delay us sending an Order to the Third Party Broker. The Third Party Broker will then be responsible for execution (or onward transmission for execution).

3.3. We cannot control the execution of your Orders once we transmit them to the Third Party Broker and there is no guarantee that either we or the Third Party Broker will accept your Order. In particular, your Order may not be accepted if it gives rise to too much risk for the Third Party Broker or if trading is no longer available or is suspended in the Instrument your Order relates to.

3.4. You can only cancel an Order with us before we forward your Order to the trading venue or Third Party Broker. This means it is important to ensure that you enter the details of your Order correctly and that you are willing and able to enter into a binding commitment to buy or sell an Instrument when you submit your Order.

3.5. You should read the remainder of this Agreement before opening an account with us and before submitting any Orders. If you would like to discuss any element of this or any part of the Services offered via the Raison App, please email us at [email protected].

3.6. If you are a consumer (i.e., an individual acting for purposes which are outside your business, trade or profession), you have a period of fourteen (14) calendar days from your acceptance of this Agreement to withdraw from this Agreement without giving any reason. If you would like to withdraw from this Agreement please let us know by email at [email protected]. You cannot withdraw from this Agreement once you have submitted an Order or otherwise in circumstances where the mandatory provisions of Applicable Law do not provide you with such right of withdrawal unless we explicitly accept your notice of withdrawal. Your withdrawal from the Agreement shall not affect any Order already executed under this Agreement which has been affected by fluctuations in the financial markets which will thereafter remain binding upon you. For the avoidance of doubt, the withdrawal provisions are separate from the termination provisions in section 34 and you will always have the right to terminate this Agreement.

4. ACCOUNT OPENING

4.1. To have access to the Services, you need to be at least 18 years old and are required to create a registered Account with us by entering your mobile number and submitting the required information and documentation that we request during the account opening process.

4.2. You acknowledge and agree that you will provide us with all information which we may reasonably request of you from time to time for the purposes of verifying your identity as part of the process of opening an Account via the Raison App, or otherwise for the purpose of complying with Applicable Law.

4.3. We have legal obligations to verify your identity and certain information in order to comply with Applicable Law, including AIFC’s Anti-Money Laundering, Counter-Terrorist Financing and Sanctions Rules and other relevant regulations. As part of the onboarding process, we may request certain information from you so that we can perform anti-money laundering checks, screen our users against “Politically Exposed Person” and international sanctions’ lists as well as comply with Applicable Law and therefore also collect and process your information for these purposes.

4.4. You authorise Raison to, directly or through third parties, make any inquiries that we consider necessary to verify your identity and/or protect against fraud, including to query identity information contained in public domains or reports, to query account information associated with the bank, e-money or payment institution account that you link to the Account or qualifying credit/debit cards (e.g., name or account balance), and to take any action we reasonably deem necessary based on the results of such inquiries or reports. You further authorise any and all third parties to whom such inquiries or requests may be directed to fully respond to such inquiries or requests. If in our absolute discretion, we suspect or have reason to suspect money laundering or any other illegal activities, we may cease to provide the Services to you without any explanation or notice and inform law enforcement or other relevant authorities of our suspicions and the reasons for them. This is in order for us to comply with our legal obligations.

4.5. Once the information you have provided has been verified and you have completed our onboarding process, you will receive an Account with Raison that will be available via the Raison App.

4.6. You agree that we may exercise our rights under this section 4 both during the onboarding process and at any other time and as often as we consider necessary.

4.7. You agree that any information you submit to us about yourself, both during the onboarding process and at any other time under this Agreement, is true, accurate, current and complete. You agree to update us with any changes to your registration and profile information to keep it current and accurate. You agree you will only use and maintain one single Account to access or otherwise utilise the Services, and your creation and/or use of any subsequent accounts may result in our disabling any and all of your accounts and withdrawing your access to the Services.

5. USING THE RAISON APP

5.1. Raison does not allow you to share your Account with another person, and the Account must only be in your name.

5.2. You are solely responsible for ensuring the safekeeping of any passwords or security credentials connected to your Account and the Raison App and we are not responsible for anything that happens on your Account as a result of a person accessing your Account because you did not keep your password and security credentials safe. You must not disclose your passwords or security credentials to any third party. You accept full responsibility for any actions taken by anyone in relation to the Services using your Account details. Unless you have informed us otherwise, we are entitled to treat every action taken via your Account, as an action authorised and undertaken by you.

5.3. If you know or suspect that anyone other than you knows your password or security credentials connected to your use of your Account and the Raison App, you must contact us immediately through [email protected].

6. RAISON APP AVAILABILITY

6.1. We aim to make the Raison App available to you on a continuous basis, however, we cannot guarantee that the Raison App will be available at all times and there may be instances where you cannot submit Orders and monitor your Positions.

6.2. We will not be liable to you for any loss or damage which arises from the Raison App being unavailable for whatever reason. Where the Raison App is unavailable as a result of scheduled or urgent maintenance work, we will try, where practical, to give you advance notice of that unavailability so that you can plan around it.

6.3. It is your responsibility to ensure that you are able to access the Raison App from an appropriate device. You should be aware that connectivity to the Raison App may vary depending on your internet or network connection, and if you have a poor or weak connection, you may not be able to submit Orders and monitor your Positions with the same speed as you would otherwise be able to with a stronger connection.

7. ACCEPTABLE USE & RESTRICTIONS

7.1. Your use of the Raison App must at all times comply with this Agreement and Applicable Law.

7.2. You are not permitted to use any algorithms or electronic trading programs or systems in connection with your submission of Orders via the Raison App.

7.3. You can trade as often as you like through the Raison App.

8. THE SERVICES WE OFFER TO YOU

This section of the Agreement provides information about the Services we provide to you, the Orders you can make through the Raison App and how we will treat you for regulatory purposes.

8.1. Services

  • 8.1.1. Upon completion of the onboarding checks by you as specified in this Agreement, we will:

  • a)provide functionality via the Raison App to allow you to submit an Order;

  • b)provide you with reception and transmission of Orders in relation to one or more Instruments;

  • c)provide you with the execution of Orders in relation to one or more Instruments;

  • d)provide you with foreign exchange services connected to the provision of Services; and

  • e)provide you with the safekeeping of your Instruments.

8.2. Safekeeping of Instruments

  • 8.2.1. Safekeeping of Instrument shall mean the recording of the Instruments and Transactions belonging to you in your Account or organising thereof in other countries and other activities associated therewith, e.g. accepting and settling your Transactions.

  • 8.2.2. We shall offer safekeeping service for Instruments we make available via the Raison App.

  • 8.2.3. In order to protect your interests and your Instruments, we shall apply the due diligence usually demanded from a professional person offering the service of safekeeping of Instruments. We shall have the right to select Custodians and authorise them to use Custodians. We shall select the Custodians with due diligence and according to the criteria established by us in order for your interests and Instruments to be covered with maximum protection. We shall regularly inspect the activities of such Custodians.

  • 8.2.4. As a rule, we shall hold your Instruments along with the Instruments of other Сlients with Custodians in a security account intended for shared safekeeping of securities opened in the name of Raison (e.g. nominee account, client account).

  • 8.2.5.If the nature of the Instruments or the Service associated therewith requires safekeeping of the Instruments with a Custodian in a country or jurisdiction where the option of safekeeping Instruments in the manner specified in clause 8.2.4. is not offered or has not been regulated sufficiently enough, we may hold your Instruments as follows:

8.2.5.1. in a securities account opened in the name of Raison separately from Instruments belonging to other clients of Raison; or
8.2.5.2. separately in a securities account that has been opened in your name and the right of disposal of which is only with us.

  • 8.2.6. You accept that we may need to safekeep your Instruments in accounts that are or will be subject to the law of a jurisdiction other than that of the AIFC and your rights relating to those Instruments may differ accordingly.

  • 8.2.7. Your Instruments will always be held separately from our proprietary assets. In addition, in order to differentiate your Instruments from Instruments belonging to other clients, we shall maintain detailed ownership records, keep accounts and preserve these data in accordance with the law.

  • 8.2.8. Upon concluding this Agreement, you give Raison your consent for the safekeeping of Instruments pursuant to clauses 8.2.4 to 8.2.6.

8.3. Client Classification

We are required to classify you as a certain type of client based on the information provided by you. We will treat you as a Retail Client unless you have requested to instead be classified as a Professional Client and we have agreed to this request in writing. It is up to you to request at any time a different client classification to the one we have given you, but we may, in our sole discretion, reject any such request. If you are a Professional Client and request to be treated as a Retail Client, or a Market Counterparty requesting to be treated as Professional Client or Retail Client, we will treat you as such regarding all or certain Services, Transactions or Instruments. By accepting the terms of this Agreement, you acknowledge and confirm that you have read, understood and agreed with the method of classification of the clients, information about which is provided by Raison on its Website.

9. NO ADVICE

9.1. The Services that we will provide to you under this Agreement are non-advised, meaning that we will not provide you with any advice as to the merits of a particular Instrument or whether any particular Instrument is suitable for you.

9.2. How your Orders are executed is described in our Order Handling and Best Execution Policy, and Raison will execute your Orders or transmit the Orders to a Third Party Broker for execution (or onward transmission for execution). We will not provide you with any investment, legal, tax or other forms of advice; nor can you request any such advice from us, and any decision to buy or sell an Instrument is solely yours and we are not responsible for such decisions.

10. ORDERS

10.1. An order is an instruction from you to either buy or sell a particular Instrument which is submitted through the Raison App or any other channel or by any other means authorised by us from time to time (an “Order”).

10.2. We allow you to make Market Orders, Limit Orders and Stop Orders (once available) via the Raison App. We have sole discretion over the types of Orders that we allow you to make via the Raison App.

10.3. We do not permit you to place any Order through the Raison App that would involve going short on a particular Instrument. “Going short” on an Instrument involves selling an Instrument that you do not own in anticipation that the price of that Instrument will fall, allowing the sale of an Instrument at a higher price and giving the opportunity to buy that Instrument back in the market at a lower price at a later stage, with the profit being the difference between the higher and lower price. In order to sell an Instrument, you must have previously acquired that Instrument by submitting an Order to buy that Instrument via the Raison App which was subsequently executed.

11. SUBMITTING ORDERS AND CANCELLING ORDERS

11.1. Orders may be submitted via the Raison App or by any other means authorised by us from time to time. To submit an Order, you will need to have sufficient funds in your Account to enable a Transaction to take place and to pay any fees, charges, taxes or duties which may be incurred in the course of the relevant Transaction.

11.2. Except as otherwise permitted under a valid power of attorney or other legally recognized authorization accepted by Raison, you must act on your own behalf and for your own account when submitting any Order. If you have been granted authority to act on behalf of another person pursuant to a duly executed power of attorney or other similar documentation recognized by Raison, you may submit Orders for that person’s account only to the extent of the authority granted. In all other cases, you may not submit Orders on behalf of any third party.

11.3. It's important to note that by submitting an Order, you are entering into a binding commitment to buy or sell an Instrument. You can only cancel an Order with us before we communicate your Order to the trading venue or Third Party Broker. You may submit a request to cancel an order via the Raison App to the Third Party Broker. Due to the speed of order execution, a cancellation request might not arrive in time to cancel previously submitted Orders. You can submit cancellation orders from the pending Transactions list in the Raison App. Because of this, you should always make sure that before you have submitted any Order you:

  • 11.3.1. have inputted the right values;
  • 11.3.2. are certain that you wish to go ahead with that Order;
  • 11.3.3. understand how this Agreement apply to that Order;
  • 11.3.4. are willing and able to bear the risk of any potential loss associated with that Instrument in the event the price of that Instrument goes down; and
  • 11.3.5. you understand the risks of investing in that Instrument.

11.4. From time to time other restrictions may apply to submitting Orders dependent upon regulatory requirements and market conditions. These may include but are not limited to situations such as:

  • 11.4.1. trading restrictions imposed by regulators on certain Instruments;
  • 11.4.2. trading restrictions imposed by regulators on us; or
  • 11.4.3. trading restrictions imposed by the Third Party Broker on us.

11.5. You can choose a Limit Order to remain live for 1 day or with a validity of good ‘til cancelled, in which case it will remain live until it is cancelled by you or until it executes, whichever is the sooner.

12. INSTRUMENTS AVAILABLE

Your Orders may relate only to the Instruments that are available via the Raison App from time to time. We have complete sole discretion as to the Instruments that we make available to you via the Raison App and we may add or remove any Instrument at any time.

13. ACCEPTANCE OF ORDERS

13.1. Raison has the final say on whether or not an Order submitted by you is communicated to the trading venue or Third-Party Broker. If Raison rejects an Order, we will not have to explain to you why that Order has been rejected, but we will notify you if any of your Orders are rejected.

13.2. The Third Party Broker also maintains various risk limits and tolerances that govern whether or not it will accept an Order, and we have no control over such procedures.

13.3. There may also be circumstances in which we are required by a third party, such as by the underlying market on which an Instrument is listed or by a regulatory authority, to cancel your Order.

14. EXECUTION OF ORDERS

14.1. If we accept your Order, we will execute it or transmit it to the Third Party Broker for execution (or onward transmission for execution) which will usually take place the same day that we receive your Order, provided you have sufficient funds to make the Order.

14.2. We have a duty to act in your best interest when we execute your Order and when we transmit your Order to the Third Party Broker for execution (or onward transmission for execution). We are responsible for ensuring that the Third Party Broker, or any other entity which we have selected for the execution of Orders or onward transmission for the execution of Orders, delivers the best possible result to our clients on a consistent basis. Please refer to our Order Handling and Best Execution Policy for more information on how we execute and how we have selected the Third Party Broker and why we consider that they enable us to act in your best interest when transmitting Orders to them.

14.3. By opening an Account, you are deemed to consent to our Order Handling and Best Execution Policy. Should we amend the Order Handling and Best Execution Policy, we will notify you pursuant to the terms of this Agreement. Please note that an Order placed outside of Market Hours will be executed once Market Hours commence.

14.4. The Third Party Broker will be subject to certain rules and regulations relating to how it executes your Orders. You should be aware that the Third Party Broker may execute your Orders outside of a regulated market, multilateral trading facility or organised trading facility, and by accepting this Agreement you expressly consent to the execution of your Orders in such circumstances. This happens for example when executing an Order to buy or sell a fraction of an Instrument.

14.5. When placing an Order, we will provide you with the indicative prices of the relevant Instruments that you can buy or sell via the Raison App. These prices are provided by a third party and we have no control over them. Due to the inherent nature of a moving market, indicative prices can change, sometimes rapidly and significantly prior to an Order being executed, and it may not be possible to execute an Order at the price shown on the Raison App at the time that you place your Order. This means that the price at which you submitted your Order may not be the price at which your Order is in fact executed. In some circumstances, your Order may be executed at a "better" price and in other circumstances, it may be executed at a "worse" price than the price quoted to you via the Raison App. If your Order is executed at a "worse" price than the price of the Instrument at the time you submitted the Order, we have no liability to you to provide you with the difference in those prices.

14.6. Raison is committed to promptly notifying you of any Transaction executed on your behalf. As soon as possible, and in any case no later than 2 business days following the date of execution of the Transaction, Raison will provide you with a Trade Confirmation via the Raison App and/or via email. In addition, you can access comprehensive transaction statements and reports at any time through the Raison App, ensuring continuous availability of transaction information. In the event of any discrepancies between your Order and the executed Transaction, you should notify Raison immediately.

14.7. Upon completion of your Order, a certificate of completion will be provided to you via the Raison App and/or sent by email. You acknowledge and agree that three (3) days after the date of provision, the certificate of completion is considered accepted by you unless disputed in writing within this period. Any disagreements must be submitted in writing to Raison by emailing [email protected]; failure to dispute within the stipulated timeframe will be considered a waiver of your right to challenge the content of the certificate of completion. Raison will review written disputes and take necessary actions for resolution, in accordance with the terms and conditions of this Agreement.

14.8. Raison may act as principal in a Transaction, which means we may buy or sell Instruments as a counterparty to you, instead of merely transmitting the Client's Order to a Third-Party Broker for execution. If we act as principal, we will provide you with the details of the Transaction via Raison App and/or email.

14.9. The obligation of Raison to provide best execution may be waived in certain circumstances, including when Raison receives specific instructions from you regarding the Transaction. However, Raison shall not be relieved from providing best execution with respect to any aspect of the Transaction that lies outside the scope of the specific instructions. In all other situations, Raison shall owe a duty of best execution to its clients.

15. PAYING FOR ORDERS

15.1. When you wish to submit an Order to buy an Instrument:

  • 15.1.1. any money which is at least equal to the estimated value of the Order (including the relevant fees and charges) that is held in your Account will be blocked at the time that you place your Order and then used to fund the Order (including the relevant fees and charges); or

  • 15.1.2. if you are not holding sufficient funds in your Account, you will be required to deposit money which is at least equal to the estimated value of the Order (including the relevant fees and charges).

15.2. Payments under this Agreement may be made in the following currencies: Russian Ruble (RUB), US Dollar (USD), Euro (EUR), Kazakhstani Tenge (KZT), United Arab Emirates Dirham (AED),when such a choice of currency is permitted by the Applicable Law.

15.3. SALE PROCEEDS

15.4. In the event that you sell a particular Instrument and there are proceeds due to you from that sale, any sale proceeds will be placed in your Account. You can then reinvest these funds or request that they are paid out into abank account in your name.

15.5. In most underlying markets, settlement of the Instruments available via the Raison App typically occurs within two trading days. This is when the relevant funds should have been received into your Account and can be withdrawn or reinvested or Instruments settled to your Account.

16. ORDER FEES

16.1. A full list of Raison fees can be found on the website on Pricing page. All payment and transfer charges will be borne by you, and Raison is entitled to debit your Account for these charges. You could find all the fees debited to your account in the Raison App or on a website.

16.2. The currency in which any Order will be executed is determined by the currency in which the Instrument is traded on the relevant market. In order to execute the Order, you need to convert the currency in your Account to the relevant currency. You can see the current exchange rate in the Raison App. Once the currency is converted, your transaction history in the Raison App will show the exchange rate that was used to carry out this currency conversion. We use the spot exchange rate that is available to us and applies at the time we carry out the currency conversion.

16.3. Please note that you will only be charged for Orders which are executed. You acknowledge and agree that you are wholly liable for, and will pay our fees and charges, for the relevant Services. Any fees charged in connection with your Transactions will be debited from your Account and paid to us once your Orders have been executed.

16.4. You acknowledge and agree that you are wholly responsible for any taxes or duties, local or international, which are incurred as a result of your Transactions and your use of the Services and that such taxes or duties may not be imposed at the time of purchasing the Instrument, but at a later date, and you agree that you will remain responsible for such taxes and duties as and when they are incurred or fall due.

16.5. All amounts due by Raison under this Agreement will be made without withholding or deduction for or on account of any present or future taxes, duties, levies, assessments, or other governmental charges of whatever nature imposed or levied by or on behalf of any governmental authority of any jurisdiction unless the withholding or deduction is required by any applicable law, regulation, or official interpretation thereof. Raison will not pay any additional amounts to you in the event that any withholding or deduction is so required by law, regulation or the official interpretation thereof, and the imposition of a requirement to make any such withholding or deduction will not give rise to any claims against Raison under this Agreement or otherwise. You will be required to provide without undue delay all information that Raison may request from time to time to facilitate correct withholding or deduction and/or reporting of such withheld or deducted amounts by Raison.

16.6 You will be wholly responsible for any fees incurred in the transfer, deposit or withdrawal of any funds to and from your Account and your bank, e-money or payment institution account.

17. CONFLICTS OF INTEREST

17.1. We are required to take all reasonable steps to prevent or manage conflicts of interest between us and you and between our different clients. We operate in accordance with our conflicts of interest policy we have put in place for this purpose in 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 prevent or manage that conflict. A summary of Raison Securities Conflicts of Interest Policy is available on our website. Where such arrangements would be insufficient to eliminate the risk of damage to your interests then, as a last resort, we will disclose to you the general nature and/or source of those conflicts of interest and the steps we have taken to mitigate such risks. 17.2. We are under no obligation to:

  • 17.2.1. disclose to you or take into consideration any fact, matter or finding which might involve a breach of confidence to any other person, or which comes to the notice of any of our directors, officers, employees or agents, where the individual(s) dealing with you have no actual notice of a such fact, matter or finding; or 17.2.2. account to you for any profit, commission or remuneration made or received by us from or by reasons of any Transactions or circumstances in which we have a material interest or where in particular circumstances a conflict of interest may exist.

18. CORPORATE ACTIONS

18.1. If we have information about corporate actions or other rights and duties arising from the Instruments and we consider it necessary to notify you thereof, then we shall notify you via Raison App. You undertake to gather information about the rights and duties arising from the Instruments and about corporate actions personally and to perform any and all duties and obligations arising from the Instruments. We do not have the duty to notify you of such rights and duties or corporate actions. We are not liable for damage or loss or expenses caused or a threat of causing damage or loss or expenses to you as a result of being unaware of such rights and duties.

18.2. You have the right to give us instructions for exercising the voting rights related to your Instruments. The instructions are given in the form accepted by us and you are obligated to compensate us for any expenses, damage and loss relating to the execution of such instruction. We have the right to decide at our own discretion with regard to which market-related Instruments and on what conditions we exercise the right to vote. We have the right to sign any and all documents and perform any acts in your name, which are necessary for exercising such rights arising from the Instrument and which do not require submitting an Order. This right applies even in case you have not provided us with instructions for exercising the voting rights related to your Instruments.

19. YOUR INFORMATION

19.1. Raison takes its data security seriously. We will only use your personal information as detailed in our Privacy Policy which is available online. You should review our Privacy Policy to ensure you understand and agree to our collection, use and disclosure of your personal information.

19.2. For certain Instruments that may be made available from time to time via the Raison App, we may be required to obtain certain information on your knowledge and experience of such Instruments to determine whether or not such Instruments are appropriate for you. Where we are subject to such obligations, we will inform you and request such information from you as we deem necessary in order to perform an appropriateness assessment. You acknowledge and agree that you will provide all such information as may be reasonably requested by us for the purposes of us conducting such assessment. If you do not provide such information, we are under no obligation to execute any Orders in such Instruments and we may refuse to do so.

19.3. In order to satisfy our own obligations in relation to the Orders you may submit and the Positions you may maintain, you agree to provide us with all such information as we may reasonably request.

19.4. You acknowledge and agree that we are entitled to disclose information about your Orders and Positions as may be required under Applicable Law.

20. HOW TO CONTACT US

20.1. How to Contact Us and How We Will Contact You

  • 20.1.1. if we need to speak to you, in relation to any matters arising out of or in connection with this Agreement, you specifically consent that we will contact you via email or via Raison App. For the avoidance of doubt, such consent includes your consent to receive Transaction confirmations and any other reports, documents, statements or similar that we may provide to you in connection with this Agreement. If you need to contact us, you may do so by emailing us at [email protected].

  • 20.1.2. We may use the email address you provide to us when creating your Account to contact you.

20.2. If You Have a Complaint

20.2.1. If you feel dissatisfied with any aspect of our Service, then in the first instance please contact us by emailing [email protected]. We will immediately carry out an independent investigation of your complaint and will provide a written response. More details on the process can be found in Raison Complaints Management Policy which is available on our website.

21. YOUR MONEY & INSTRUMENTS

21.1. Your Money

  • 21.1.1. We must, on receiving funds from you, promptly place it into an account opened with (a) a central bank, (b) a credit institution authorised in Kazakhstan or the AIFC, or (c) a bank authorised in a third country.

  • 21.1.2. You can top up your Account by a transfer of funds using details of the account mentioned in clause 21.1.1. The details of this account are made available to you via email or in Raison App.

  • 21.1.3. All funds you deposit are deposited into your Account, until such time as you request to transfer those funds.

  • 21.1.4. Any payments made or received by you in connection with the submission of Orders and your Positions will be credited to and debited from your Account.

  • 21.1.5. You are subject to the protection conferred by the AIFC Client Money Rules and Client Investments Rules, as a consequence: (a) your money will be held separate from money belonging to Raison; and (b) in the event of Raison’s insolvency, winding up or other Distribution Event stipulated by the AIFC, your money will be subject to the Client Money Distribution Rules.

21.2. Your Instruments

21.2.1. After your Orders have been accepted and executed, your Instruments will be held by the Third Party Broker acting as a Custodian or another Custodian. We have exercised all due care, skill and diligence in appointing the Third Party Broker and the Custodians. Further detail on Safekeeping your Instruments can be found in clause 8.2 of this Agreement.

21.3. Interest

  • 21.3.1. If you are eligible to receive interest on your money, the terms and conditions governing the accrual and payment of such interest shall be as specified on the Raison’s website on the webpage “Pricing”. You acknowledge that any interest earned may be subject to fees or charges as indicated on Raison’s website or other relevant disclosures. You agree to review and comply with the terms regarding the accrual and payment of interest, as provided on Raison’s website.

  • 21.3.2. Raison may provide an indication of the potential interest rate applicable to your money on its website or other communication channels. You acknowledge that such indication is for informational purposes only and does not guarantee the actual interest rate or the accrual of interest on your money.

  • 21.3.3. The accrual and payment of interest on your money may be subject to regulatory requirements and limitations imposed by relevant authorities. Raison shall comply with applicable regulations and notify you of any material changes or limitations affecting the accrual or payment of interest, to the extent reasonably practicable.

  • 21.3.4. Raison reserves the right to modify the terms and conditions related to the accrual and payment of interest on your money, including any applicable fees or charges, at its sole discretion. You shall be notified of any material changes in accordance with the notification provisions set forth in this Agreement.

22. IN THE EVENT OF DEATH OR INCAPACITY

22.1. If we receive a notification that you have died, we will suspend your Account as soon as we can. The value of your Positions, and any funds remaining in your Account, may form part of your estate and, subject to us receiving appropriate confirmation from an executor or appropriate representative responsible for the management of your estate, we may act on the instructions given to us by such representatives. Any actions we take based on instructions received under a power of attorney will be subject to our stated fees and charges.

22.2. You should be aware that we are not liable to you for any loss or damage incurred by you in relation to your Positions whilst we await instructions from any of your representatives. This Agreement shall continue in full force and effect after your death until such time as your Account is closed and the Agreement is terminated.

22.3. If you are deemed legally incapable of engaging with the Services, and we are provided with documentation to this effect, we will manage your Account in accordance with any instructions received under a power of attorney, until such time as the power of attorney is revoked or until the time of your death. Any actions we take based on instructions received under a power of attorney will be subject to our stated fees and charges.

22.4. In the event of the dissolution of a legal entity holding an Account with us, or in other situations where the legal entity cannot manage its own assets (e.g., bankruptcy, administration, liquidation, receivership, insolvency, winding up, court-ordered liquidation, corporate restructuring, statutory administration, or schemes of arrangement, or any other similar legal or financial circumstances), we will suspend the Account upon receiving appropriate legal documentation confirming the dissolution or relevant legal status. The value of the Positions and any funds remaining in the Account may be distributed in accordance with the applicable legal processes governing the dissolution or the administration of the entity's assets. We may act on the instructions given to us by the authorised representative(s) handling the dissolution, administration, liquidation, or other relevant legal process.

22.5. Any actions we take based on instructions received from the authorised representative(s) of the legal entity will be subject to our stated fees and charges. You should be aware that we are not liable to the legal entity or its representatives for any loss or damage incurred in relation to the Positions whilst we await instructions from the authorised representative(s). This Agreement shall continue in full force and effect until such time as the Account is closed and the Agreement is terminated following the dissolution or any other similar legal or financial circumstances.

23.  RECORDING CONVERSATIONS AND ELECTRONIC COMMUNICATIONS

23.1. We may record telephone conversations we have with you and store electronic communications between you and us, and you hereby specifically consent to this. You also specifically consent to such records being used in any arbitral or legal proceedings between us.

23.2. Where we have recorded a conversation we have had with you or stored an electronic communication between you and us in accordance with our obligations, we will make a copy of such recordings and/or communications available to you on request for a period of six (6) years.

24. NOTICES

24.1. Any notice or other communication given to either party in connection with this Agreement shall be in English and, unless otherwise stated in this Agreement, shall be sent:

  • 24.1.1. by email to the email address notified to the other party in accordance with this Agreement. Our email address for the service of notices is [email protected]; or
  • 24.1.2. via the Raison App.

24.2. Any notice or other communication will be deemed to have been received if sent by email or via the Raison App, at 9.00 am on the next business day after it is sent.

25. AMENDMENTS TO THIS AGREEMENT OR THE SERVICES

25.1. We may amend this Agreement at any time by providing you with 14 calendar days’ notice unless the amendments are required by Applicable Law.

25.2. A notice shall be provided to you by e-mail to the email address that you have provided to us. You will be deemed to accept and agree to any and all amendments to this Agreement that have been notified to you. If you object to any of our amendments to this Agreement, you have the right to terminate the Agreement with immediate effect. If you have not notified us of the wish to terminate, then the amended Agreement will take effect from the date indicated in the notice referred to in clause 25.1. Any amended version of this Agreement will supersede any previous version of the Agreement entered into between Raison and you.

25.3. Raison may discontinue or modify the Services or content of the Raison App, or any portion thereof, at any time. You release and agree to indemnify and hold harmless Raison for any loss or damages arising from or relating to such discontinuation or modification. It is important that you keep your personal contact information up to date, so please let us know if any of your details change.

26. TRANSFER RIGHTS

26.1. Raison and you are the only parties to this Agreement. You cannot transfer any rights or obligations under this Agreement to any other person without our written consent.

26.2. We may at any time assign or transfer any or all of our rights under this Agreement upon providing you with prior notice, provided that we meet our regulatory and legal obligations prior to doing so.

27. THIRD-PARTY RIGHTS

Any party who is not a party to this Agreement cannot enforce the rights or enjoy the benefits of any of its provisions.

28. IN THE EVENT OF A BREACH OF THESE TERMS

28.1. If you believe or have reason to believe that you have or may breach this Agreement, you must notify us immediately at [email protected]. 28.2. Where you have breached this Agreement you may be liable for any damage, loss or expenses that we suffer as a result of, or which a reasonable person would consider as resulting from, your breach of this Agreement. If we become aware that you have breached this Agreement, either because you have told us that you have or we otherwise become aware of such breach, we may take all or any of the following actions:

  • 28.2.1. immediate, temporary or permanent withdrawal of your right to use the Services (i.e. account suspension);
  • 28.2.2. terminate this Agreement, which will result in action being taken to close out Positions;
  • 28.2.3. legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
  • 28.2.4. further legal action against you; and
  • 28.2.5. disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.

28.3. We exclude our liability for all action we may take in response to breaches of this Agreement. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate. Among others, we may apply any other legal remedies available to us under Applicable Law.

29. ACCOUNT SUSPENSION

29.1. We may close or suspend your Account or access to the Raison App immediately, and end your access to the Raison App, in exceptional circumstances. Exceptional circumstances include the following:

  • 29.1.1. we identify that any of the personal information you have provided is false, misleading and/or incomplete;
  • 29.1.2. if we are notified that you know or suspect that anyone other than you knows your user identification code, password or other account details;
  • 29.1.3. if we have good reason to suspect that you are behaving fraudulently;
  • 29.1.4. if you have not given us (or someone acting on our behalf) any information we need, or we have good reason to believe that information you have provided is incorrect or not true;
  • 29.1.5. if you have breached this Agreement in a serious or persistent way and you haven't put the matter right within a reasonable time of us asking you to;
  • 29.1.6. if we have good reason to believe that your use of the Raison App is harmful to us or our software, systems or hardware; 7. if we have good reason to believe that continuing to use your Account could damage our reputation or goodwill; 8. we believe that your Account is being used for fraudulent and/or illegal purposes; and/or 9. if we have asked you to repay money you owe us and you have not done so within a reasonable period of time; 10. if you have been declared bankrupt; 11. if we have to do so under Applicable Law, court order or Financial Intelligence Unit's or other relevant governmental or other authority's instructions.
  1. We may also decide to close or suspend your Account for other reasons at our absolute discretion. Where possible we would contact you via email at least 30 calendar days before we do this although in certain circumstances we may be required to take such actions without providing you with prior written notice.

31. INTELLECTUAL PROPERTY

31.1. We own the Services, the documentation, specifications, written instructions or explanatory material relating to the installation, operation, use or maintenance of the Services and the Raison App and any subsequent versions thereof, available through the Raison App (“Licensed Work”), and all improvements, modifications and derivative works thereof and all intellectual property rights therein or relating thereto are and shall remain the exclusive property of Raison or its licensors as the case may be. Except as set forth in this Agreement, Raison does not grant any rights to the Services or Licensed Work to you. You further acknowledge that we retain all rights, title and interest in the Licensed Work including all rights to patent, copyright, and trade secret. 31.2. For the avoidance of doubt, all intellectual property rights which are created pursuant to the provision of the Services by us (other than those which subsist in your personal data) shall vest on creation in us and shall remain our sole property. 31.3. You acknowledge and agree that the Licensed Work constitutes and contains valuable proprietary products and trade secrets of Raison, embodying confidential information, ideas and expressions. 31.4. You agree not to challenge, directly or indirectly, any right or interest of Raison in the Services or Licensed Work nor the validity or enforceability of our rights under Applicable Law. You agree not to directly or indirectly register, apply for registration or attempt to acquire any legal protection for, or any proprietary rights in, the Services or Licensed Work or to take any other action which may adversely affect our rights or interest in the Services or Licensed Work in any jurisdiction.

32. CONFIDENTIALITY/NON-DISCLOSURE

We may disclose information to third parties about you or any of your Orders or Transactions you are making using the Services: 32.1. as permitted by Applicable Law; 32.2. where it is necessary or helpful for completing or correcting Transactions or resolving any claims regarding Transactions; 32.3. in order to comply with a valid request by a regulatory body, government agency, a court order, or other legal or administrative reporting requirements; 32.4. to our employees, auditors, affiliates, the Third Party Broker, or lawyers as needed to assist or enable the proper performance of the Services; 32.5. in order to prevent, investigate or report possible illegal activity; 32.6. for any reason as necessary to fulfil our obligations under this Agreement or applicable to the Services you are using; 32.7. if it is in the public interest to disclose such information; and/ or 32.8. at your request or with your consent.

33. DISCLAIMERS & NON-WARRANTY

33.1. All our Services, content and the Raison App are provided on an “as is” and “as available” basis.

33.2. To the fullest extent permitted under Applicable Law, Raison expressly disclaims all warranties of any kind with respect to the Services and any content provided directly or indirectly through the Raison App, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Raison does not guarantee the accuracy, timeliness, completeness or usefulness of any content or information. You agree to use the content, the Raison App and the Services entirely at your own risk.

33.3. Any Service, content and information are not intended to provide financial, legal, tax or investment advice or recommendations. You are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. You should consult your legal or tax professional regarding your specific situation.

33.4. Raison not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Raison App, and will not be a party to or in any way be responsible for monitoring any transaction between you and such third party providers of products or services. You are solely responsible for all of your communications and interactions with other persons with whom you communicate or interact as a result of your use of the Services.

34. INDEMNIFICATION AND LIABILITY

34.1. You will indemnify and hold harmless Raison and the officers, directors, agents, partners, employees, licensors, distributors, and representatives of Raison (together the “Service Providers”), from and against any and all claims, demands, actions, causes of action, suits, proceedings, losses, damages, costs, and expenses, including reasonable attorneys' fees, arising from or relating to your access and/or use of, the Services, or any act, error, or omission of your use of your Account or any user of your Account, in connection therewith, including, but not limited to, matters relating to incorrect, incomplete, or misleading information; libel; invasion of privacy; infringement of copyright, trade name, trademark, service mark, or other intellectual property; any defective product or any injury or damage to person or property caused by any products sold or otherwise distributed through or in connection with the Service; or violation of any Applicable Law.

34.2. Notwithstanding other provisions of the Agreement, the Service Providers' liability for any incompliance with the Agreement and your rights to apply legal remedies in connection therewith are excluded and/or limited to the maximum possible extent permitted under Applicable Law. The Service Providers shall not be liable for any loss or damage sustained by you as a direct or indirect result of the provision by the Service Providers of any of the services under this Agreement, save that nothing in this Agreement excludes or restricts any of the Service Provider’s liability for any incompliance with the Agreement resulting from:

  • 34.2.1. death or personal injury;
  • 34.2.2. breach of any obligation owed to you under the regulatory system; or
  • 34.2.3. the negligence, or intent; or
  • 34.2.4. to the extent, they exclude or limit any liability to the extent the same cannot be excluded or limited by Applicable Law.

34.3. To the fullest extent permitted by Applicable Law, in no event shall Raison or any other Service Provider be liable for any direct, indirect, special, incidental, consequential, exemplary or punitive damages of any kind (including, but not limited to, loss of revenue, income or profits, loss of use or data, loss or diminution in value of assets or securities, or damages for business interruption) arising out of or in any way related to the access or use of the Services or otherwise related to this Agreement (including, but not limited to, any damages caused by or resulting from reliance by you on any information obtained from any Service Provider or from mistakes, omissions, interruptions, deletions of files or emails, errors, defects, bugs, viruses, trojan horses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to Raison’s records, programs or systems), regardless of the form of action, whether based in contract, tort, strict product liability or any other legal or equitable theory (even if the party has been advised of the possibility of such damages and regardless of whether such damages were foreseeable) and even if caused by a Service Provider’s negligence and/or breach of contract.

34.4. To the fullest extent permitted by Applicable Law, the maximum aggregate liability of Raison arising out of or in any way related to this Agreement, the access to and use of the Services and materials or any products or Services purchased from Raison shall not exceed the amount you have paid to us in connection with the event giving rise to such liability or if nothing was paid, USD 100.

34.5. None of the Service Providers will be liable for non-performance of the Services or breach of this Agreement where it is caused by force majeure (for example war, riot, force of nature, strike, pandemic, unavailability of IT systems, unavailability of communication services, power outage, cyberattack), acts of public authorities or any other factor independent of you/us, provided the party in breach could not have affected the issue arising and the issue could not have been reasonably expected to have been avoided.

34.6. You also agree and acknowledge that our ability to provide the Services through the Raison App is dependent on third parties continuing to provide their services in an available and uninterrupted manner. In the event that there is an interruption in their services, we may be unable to carry out our Services through the Raison App. We shall not be responsible, and shall accept no liability, for any disruption to the services that we provide under this Agreement that is caused due to the unavailability of the services provided by such third parties.

34.7. The losses, costs and expenses, including but not limited to reasonable legal fees and expenses, incurred and payable or paid by Raison in the collection of or enforcement of an obligation outstanding and/or any unpaid fees or other payments relating to your Account with Raison or defense of any matter arising out of your transactions, shall be payable to Raison by you.

35. TERMINATION

35.1. This Agreement is of unlimited duration and the Agreement shall remain in full force and effect unless terminated in accordance with the provisions of this section.

35.2. You may terminate your Account at any time and for any reason by giving us notice via email at [email protected].

35.3. Upon termination of your Account, you are required to submit Orders to close any Positions in 30 calendar days and funds will be transferred to your Account and then paid out to you. You will not be able to transfer any open Positions to another platform.

35.4. Raison may terminate this Agreement at any time by giving you at least 30 calendar days written notice of such termination.

35.5. Raison may also immediately terminate this Agreement if any of the following circumstances occur:

  • 35.5.1. you have breached this Agreement;
  • 35.5.2. you are declared or it is acknowledged that you are insolvent or upon the filing of any proceeding (whether voluntary or involuntary) for bankruptcy, insolvency or relief from your creditors;
  • 35.5.3. it has been 365 calendar days since you last logged in to the Raison App.

35.6. When your Account is closed, the electronic documents, authentication credentials, device associations, identity certificates and verification documents related to your Account are deleted, except the data that is needed to provide Services to other Raison customers, comply with the Applicable Law or maintain the Service.

36. RELEVANT LAWS

36.1. This Agreement and any non-contractual obligations arising out of or in connection with them, and all Transactions will be governed by and construed in accordance with the AIFC laws. The laws of other countries applicable to the Instruments, the Third Party Broker or the Custodian and their services may affect and be also applicable to individual Transactions and safekeeping of Individual Instruments. 36.2. Without prejudice to any rights, you may have to refer a complaint to the authorities, as set out in the “If you have a complaint“ clause above, the AIFC court has exclusive jurisdiction to settle any dispute arising in connection with this Agreement and for such purposes, we and you irrevocably submit to the jurisdiction of the AIFC court.

37. ENTIRE AGREEMENT

37.1. This Agreement constitutes the entire Agreement between Raison and you with respect to the Services and supersedes all prior or contemporaneous oral or written communications, proposals, agreements and representations with respect to the such subject matter. 37.2. Except as required by statute, no terms will be implied (whether by custom, usage, course of dealing or otherwise) into this Agreement. 37.3. Each of us acknowledges that in entering into this Agreement we have not relied on any express or implied representation (including any made negligently), assurance, undertaking, collateral agreement, warranty or covenant which is not set out in this Agreement. 37.4. In connection with the subject matter of this Agreement, each of us waives all rights and remedies (including any right or remedy based on negligence) which might otherwise be available to it in respect of any express or implied representation, assurance, undertaking, collateral agreement, warranty or covenant which is not set out in this Agreement.

38. GENERAL

38.1. 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.

38.2. No person other than you or us shall be entitled to enforce any of the provisions in this Agreement in any circumstances.

38.3. Any failure by us (whether continued or not) to insist upon strict compliance with any of the terms in this Agreement shall not constitute nor be deemed to constitute a waiver by us of any of our or their rights or remedies.

38.4. Nothing in this Agreement is intended to or will be used to establish any partnership or joint venture between the parties, nor authorise any party to make any commitments for or on behalf of any other party.

38.5. If you have breached this Agreement and we don't enforce our rights, or we delay enforcing them, this will not prevent us from enforcing those or any other rights at a later date.

Annex A to Raison Securities Limited Terms of Brokerage (Agency) Service

The terms defined in this Annex A shall, for all purposes of the Agreement, have the respective meanings set forth below. Other capitalised terms and not otherwise defined in the Agreement or in the Annex A, shall have the meanings given in the AIFC Glossary.

  • AFSA
    Astana Financial Services Authority

  • AIFC
    Astana International Financial Centre

  • Agreement
    These Raison Securities Limited Terms of Brokerage (Agency) Service and its Annexes, as amended from time to time and made available in Raison App and our website.

  • Account
    This is the account maintained with us in your name through which you will submit Orders via the Raison App and can use the Services.

  • Applicable Law
    Means any and all applicable laws, legislation, bye-laws, decisions, notices, statutes, orders, rules (including any rules or decisions of court), regulations, directives, edicts, schemes, warrants, local government rules, statutory instruments or other delegated or subordinate legislation and any directions, codes of practice issued pursuant to any legislation, voluntary codes, other instruments made or to be made under any statute and codes of conduct and mandatory guidelines (including in all cases those that relate to audit, accounting or financial reporting) and which have legal effect, whether local, national, international or otherwise existing from time to time, together with any similar instrument having a legal effect in the relevant circumstances, and shall include, for the avoidance of doubt, anti-money laundering requirements.

  • Client(s)
    A Person to whom Raison provides, intends to provide or has provided a service in the course of carrying on Financial Services.

  • COB
    AIFC Conduct of Business Rules, AIFC Rules No. FR0005 of 2017 (COB), which ensures that financial services firms operating in the AIFC meet the standards of conduct expected of such firms, particularly with regard to the treatment of their clients, but also in their dealings with counterparties and other market participants. COB also includes rules to ensure that the behaviour of firms operating in the AIFC contributes to fostering and maintaining the integrity of financial markets in the AIFC. For more detailed information about AIFC Rules, you can visit the Astana International Financial Center website at http://www.aifc.kz

  • Complex Investment
    An Instrument, which Is not a Non-complex Investment

  • Custodian
    A legal entity that offers to Raison the safekeeping, registration and settlement of Instruments and other services associated with Instruments.

  • Eastern Standard Time
    The standard time in a zone including the eastern states of the United States of America and parts of Canada.

  • Financial Intelligence Unit
    Financial Monitoring Agency of the Republic of Kazakhstan

  • Financial Services
    Means services provided by Raison as defined in clause 1.7

  • Financial Products
    A Security, Unit, Derivative or a Private E-currency and a right or interest in the relevant Security, Unit, Derivative or Private E-currency.

  • Important Information
    The information that we have disclosed to you in Raison App and our website, including the Pre-Contractual Information and Declarations, Risk Disclosure and Order Handling and Best Execution Policy.

  • Instruments
    These are the financial instruments available via the Raison App for which you may submit Orders.

  • Licensed Work
    As defined in clause 31.1

  • Limit Order
    An Order to buy or sell an Instrument (e.g. a whole share) at a specified price or better than the specified price. A Limit Order to buy an Instrument will be executed at the specified price or lower than the specified price. A sell Limit Orders will be executed at the specified price or higher than the specified price. There is a possibility that the Order may not be executed at all. We accept no liability for losses arising from this. By choosing to use Raison’s Limit Order service you agree that we will not disclose or publish details of your unexecuted limit orders.

  • Market Counterparty
    A market counterparty as defined in the COB 2.7.1.

  • Market Order
    An Order to buy or sell a specified number of Instruments immediately during Market Hours at the best available price at that point in time. We may automatically convert market buy orders into limit orders with a 5% collar to help cushion against any significant upward price movements, where it is able to do so.

  • Market Hours
    The Market Hours are hours when the trading venues of Instruments made available via the Raison App are open. For US Instruments, this is 9:30 am to 4 pm Eastern Standard Time.

  • Non-complex Investment
    A non-complex financial instrument set out in the COB 5.3.3.

  • Order As defined in clause 10.1, this is an instruction from you submitted through the Raison App or any other channel or by any other means authorised by Raison from time to time.

  • Order Handling and Best Execution Policy
    Raison Securities Limited Order Handling and Best Execution Policy available in Raison App and on our website.

  • Person
    A Person includes any natural person, Body Corporate or body unincorporated, including a legal person, company, Partnership, unincorporated association, government or state.

  • Positions
    Your positions in the Instruments that you hold as a result of the Orders that you have submitted via the Raison App which have been executed

  • Professional Client
    A professional client as defined in the COB 2.3.1.

  • Raison, we, us, or our
    Raison Securities Limited

  • Raison App
    This is our mobile application through which we will provide you with the Services

  • Retail Client
    A retail client as defined in the COB Rules 2.2.1.

  • Risk Disclosure
    Raison Risk Disclosure, which is available on our website and in Raison App

  • Service Provider
    Raison and the officers, directors, agents, partners, employees, licensors, distributors, and representatives of Raison.

  • Services
    Means the services that Raison provides to you under this Agreement which are set out in clause 8.1.

  • Stop Order
    An Order to buy or sell an Instrument at the market price once the Instrument has traded at or through a specified price that is not yet available in the market when the Order is originally placed. Once the Instrument reaches the stop price, the Order becomes a traditional Market Order and is filled at the next available market price. If the Instrument fails to reach the stop price, the Order is not executed. A Stop Order does not guarantee the Order will be filled at a certain price after it is converted to a Market Order. We accept no liability for losses arising from this. By choosing to use Raison’s Stop Order service you agree that we will not disclose or publish details of your unexecuted stop orders.

  • Terms of Service
    Means Raison Securities Limited Terms of Brokerage (Agency) Service concluded between a Client and Raison that provides you with important information about the Services relating to the provision of certain execution-only order transmission services by Raison to the Client in the Instruments offered through the Raison App.

  • Third-Party Broker
    A legal entity that executes the Orders or transmits Orders received from Raison or another Third Party Broker for execution.

  • Trade Confirmation
    A confirmation note that include details of the executed Transaction, including the Instrument traded, the quantity traded, the price, and the transaction fees.

  • Transaction
    A buy or sell Order that has been executed

  • you or your
    means you

Annex B To Raison Securities Limited Terms of Brokerage (Agency) Service

NOTICE OF CLASSIFICATION AS A RETAIL CLIENT

Raison Securities Limited (hereinafter – Raison) is subject to AIFC Conduct of Business Rules (hereinafter – regulatory requirements, COB), including obligations to protect investors. Raison also has license restrictions.

A fundamental part of this regulatory framework is the requirement to classify Clients. We are required under regulatory requirements to classify you into one of the categories (Retail Client, Professional Client or Market Counterparty) so that when carrying out business with you we can provide the level of information, services and protection that is appropriate to and consistent with your classification as well as apply licensing restrictions on the carrying out transactions with certain financial products.

In accordance with regulatory requirements, the Retail Client category will be provided with the maximum level of protection. Please read Section 11 of the CLIENT CLASSIFICATION on our Website.

This Notice is to inform you that we will, on the basis of the information available to us, treat you as a Retail Client in accordance with regulatory requirements in providing our services to you.

You, as a Retail Client, will have access to transactions with financial instruments including Shares, Debentures and Units in Collective Investment Schemes. In accordance with license restrictions, Raison is not entitled to carry on with Retail Clients the following financial instruments:

  • Structured Financial Products,
  • Futures,
  • Contracts for Differences,
  • Options
  • Warrants
  • Certificates
  • Rights to or interests in Investments

In case you want to be treated as a Professional client, you need to go through the appropriate procedure and meet certain criteria. In this case, Raison still has the right to leave you in the Retail Client category based on the assessment carried out.

The criteria that will allow us to classify you as a Professional Client as well as the reclassification procedure are set out in the CLIENT CLASSIFICATION which can also be found on Raison's Website as well as in Raison App.

It is your responsibility to inform us if you want to change your classification and if any change occurs that could affect your classification as a Retail Client. In order to go through the procedure for your classification to the Professional Client category, contact your relationship manager or submit a request for reclassification via Raison App or via [email protected].

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