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General Terms and Conditions

The following describes the General Terms and Conditions (“Terms”) upon which Mdollaz Ltd. trading as ArawakX (“ARAWAKX”) operates your Account or Facility. If any conflict arises between these Terms and those of any other document, these Terms will prevail unless expressly agreed otherwise by both parties.

In consequence, all types of transactions and accounts will be governed by these Terms or by the special conditions agreed from time to time and, lacking the one or the other, by the laws in force at any time in The Commonwealth of The Bahamas (“The Bahamas”) and financial services practices of The Bahamas. In addition, Stock Exchange transactions will be subject to the usage of the respective locality, and documentary credits to the uniform rules and uses of the International Chamber of Commerce.

1. TITLE OF THE ACCOUNTS

The holder of the account (“the Account Holder”) is the individual or legal person specified in the application for the opening of the account.

2. AVAILABILITY OF ACCOUNTS

The accounts may be opened in Bahamian Dollars {“BSD”).

The agreement of ARAWAKX will be required for the withdrawal of foreign exchange in cash other than BSD; in these cases, the Account Holder will only be able to dispose of their credit balances by bank transfers or acquiring bank drafts drawn up in the relevant currency; the use of other means of disposal will require the agreement of ARAWAKX.

3. JOINT AND SEVERAL LIABILITY OF THE Account Holder

Unless expressly agreed otherwise, in the case that the account has more than one holder, these will answer jointly and severally to ARAWAKX for the payment of any subsequent debtor balance.

If according to their powers either of the Account Holder may sign, any of them can, dispose of the whole of the balance of the account, pledge it in guarantee of debts to third parties, terminate in advance contracts signed by the other co-holders in relation to the accounts, purchase and sell securities, etc. and, in consequence, can give -individually- a receipt and discharge to ARAWAKX. If the aforesaid powers are joint, then in order to effect the actions referred to, the Account Holder will be required to execute such authorisations in the form agreed with ARAWAKX. Nevertheless, whatever may be the method of operating the account, all the co-holders may require statements and copies of vouchers for movements on the account.

If an Account Holder dies, ARAWAKX must be provided with a Grant of Probate and other appropriate documentation before ARAWAKX will transfer the balance in the Account and/or any deposited property to any third party.

Where there are joint Account Holders with two or more individuals with right of survivorship, the balance of the account and any deposited property will continue to be held for the surviving owner(s). Where the deceased is the last survivor of the account, payments may be made to the personal representative or heirs of the deceased upon production of a Grant of Probate and other appropriate documentation.

Any damage resulting from the legal incapacity of the Account Holder will be assumed by the Account Holder unless such incapacity is notified in writing to ARAWAKX. In the event that the said notification is not made, even although it may be public and well known, ARAWAKX will not be considered responsible for any loss or damage that may be caused.

4. REPRESENTATIVES OF THE ACCOUNT HOLDER(S)

The Account Holder may designate other authorized signatories (which may also include attorneys-in-fact) to operate the Account. The names and signatures of such authorized signatories shall be included in the Authorized Signatory Page. Except for any revocation made by the Account Holder in writing, the authorized signatories may operate the Account and execute any documents referring thereto in accordance with the powers granted under the joint application. The Account Holder shall be liable for the obligations resulting from the operating of the account by the authorized signatory(ies) and, upon request of ARAWAKX, it shall attest that the signatures of the persons designated in the Account Opening Application are authentic. ARAWAKX is hereby authorized to act upon all instructions given by the authorized signatory(ies) until written notice of any changes thereto has been given to ARAWAKX. This includes instructions purporting to be from such authorized signatory(ies). Any authorised signatory may require statements.

5. DEPOSITS IN CSD

ARAWAKX will provide physical safekeeping through its CSD, agents or nominees of all monies, securities, deeds and documents. ARAWAKX reserves the right to refuse to accept securities or investments that are not securitized valuables, documents and other items into its custody without stating a reason. The Monies, Securities, Deeds & Documents delivered and accepted into ARAWAKX’s custody shall be held in custody by ARAWAKX exercising the same diligence that it would exercise in respect of its own assets. The Account Holder hereby authorizes ARAWAKX to deposit those items elsewhere than at ARAWAKX’s own premises, in ARAWAKX’s name for Account Holder’s account and risk. When ARAWAKX acts jointly with another or others, all monies, securities, deeds and documents shall be in the custody of ARAWAKX or its agents or nominees, but any other trustee shall have all reasonable facilities for inspection or verification.

Custody shall be for an indefinite period. The Account Holder shall be entitled to request delivery from custody. Such delivery may only be affected during ARAWAKX’s normal business hours or, in the case of items stored off premises, such delivery times that are customary shall apply. ARAWAKX may request the withdrawal of the items held in custody at any time. The Account Holder agrees to meet the transportation costs arising from the withdrawal of any item from custody. ARAWAKX may arrange for transport insurance cover for the items at your expense.

The risk is exclusively for the Account Holder who, in consequence, will bear, proportionately to their respective assets, all the losses and legal, political and financial restrictions on the right of disposal, and also the taxes and administrative charges current in the country where the currency is legal tender or the country where the deposit is located.

6. LEGAL PROVENANCE OF THE ASSETS

For the purpose of preventing the financing of terrorist activities and money laundering, ARAWAKX is required by applicable law to obtain, verify and keep the files containing the information which identifies clients which are Account Holders as well as the information on transactions performed by the Account Holder. In order to maintain the account at ARAWAKX, the Account Holder agrees to fully cooperate with ARAWAKX for obtaining and/or providing information and for preparing any forms or reports which ARAWAKX deems necessary to comply with the laws and regulations as applicable thereto. In addition, the Account Holder authorizes ARAWAKX to keep such information in its files and/or to disclose such information where required by a court of competent jurisdiction or otherwise in accordance with applicable law.

The Account Holder confirms to the legal provenance and destination of the assets paid into his account/s. In consequence, being aware of Bahamian regulations, specifically with regard to Anti- Money Laundering and the Countering of Terrorism the Account Holder agrees to take responsibility for the possible infractions of these regulations which could take place by means of his account(s).

7. WAIVER COMMUNICATIONS

Communications from ARAWAKX will be considered made at the moment of their despatch to the “postal address” indicated by the Account Holder; the date of despatch will be that which figures printed on the copy of the document or in the despatch list in the hands of ARAWAKX.

8. (A) ELECTRONIC COMMUNICATIONS

ARAWAKX is not bound to comply with orders made by telephone or electronically. ARAWAKX will accept no responsibility for any loss or damage which the giver of the order may suffer, either through abuse or through error of transmission.

ARAWAKX will accept instruction by telephone or electronically pursuant to the instructions below governing communication and transmission of instructions to the Company.

Losses arising from the use of normal or electronic post, and any other means of transmission or from the use of a transport business, in particular through delay, loss, misunderstandings, mutilations and double despatches, will be for the charge of the Account Holder except in the case of gross negligence by ARAWAKX. The Account Holder agrees that telephone calls may be recorded or monitored for security, training, clarification, evidential, service and quality purposes and the records of such calls shall remain the sole property of ARAWAKX.

8. (B) WAIVER FOR INSTRUCTIONS GIVEN BY TELEPHONE, OR BY ELECTRONIC MAIL AND/OR THROUGH THE PLATFORM

The undersigned (hereinafter collectively referred to as the “Client”) hereby authorizes ArawakX to act on any instructions which are received from the Account Holder, by telephone or by electronic mail and appear to ArawakX to be signed or given (in the case of telephone or electronic mail instructions) by the Account Holder or an attorney authorized to act on their behalf.

The Account Holder acknowledges that ArawakX will not have to constantly monitor their telephones, or computer, but need only use reasonable efforts to determine if ArawakX received any instructions from the Account Holder. Instructions given by the Account Holder to ArawakX under this authorization will not be considered to have been received by ArawakX until they are brought to the attention of the ArawakX’s employee to whom they are addressed or an officer of the ArawakX.

Although ArawakX will not have any duty to confirm the Account Holder’s signature on any instructions given by the Account Holder to Arawak X, so long as the signature purports to be the Account Holder’s signature, ArawakX may decline to act if it in good faith if it doubts that the instructions have been properly authorized by the Account Holder, have been accurately transmitted or properly understood by the Company.

If ArawakX acts on instructions received that are, or purport to be, given under the authority to this authorization, those instructions will be conclusively deemed to be valid, even if they did not, in fact, come from the Account Holder, or were not accurately transmitted or properly understood by ArawakX. This does not, however, apply if ArawakX is grossly negligent or if its actions amount to willful misconduct.

Unless ArawakX is grossly negligent or its action or inaction amounts to willful misconduct, ArawakX will not be responsible for anything tit can or cannot do, due to any of the following: –

  • Delays, breakdowns, slowdowns or failures in performance or otherwise resulting, whether directly or indirectly, from acts or circumstances beyond ArawakX’s control including without limitation, computer or access equipment or facsimile machine breakdown, slowdown, malfunction or delay. –
  • The action of, or any failure to act by, any third party. –
  •  Any inaccuracy or inadequacy in, or lack of authenticity of, any instructions received by ArawakX.

Any liability ArawakX may have in connection with this authorization, or any instructions delivered or purporting to be delivered to ArawakX under this authorization will be limited in the aggregate to actual and direct money damages. This will apply no matter what form of action or claim the Account Holder may bring against ArawakX. ArawakX will not in any event be liable for any indirect, consequential, or exemplary damages whatsoever including loss of profits. In addition, ArawakX will not be liable for any claim against the Account Holder by, or other liabilities the Account Holder may have to any third party, whether that claim, or those liabilities are for breach of warranty, negligence or otherwise, even if ArawakX has been advised or given notice of such a possibility.

The Account Holder will indemnify ArawakX and save it harmless from any loss, cost, damage or expense which ArawakX may suffer or incur from acting or declining to act upon any instructions the Account Holder may give under this authorization, including, without limitation, legal and other professional fees and disbursements which ArawakX may reasonably incur. This indemnity shall not extend to any loss, cost, damage or expense which results from the ArawakX’s gross negligence or willful misconduct.

The Account Holder hereby assumes all of the risks inherent in forms of communications agreed to in this authorization, in particular misrouting, identification errors, misunderstandings, garbling, delays, losses and wrongful acts committed by third parties and fully relieves ArawakX of any liability toward the Account Holder, his assigns and attorneys, unless there has been gross negligence or willful misconduct. The Account Holder agrees to be jointly and individually liable under this indemnity in respect of any joint account to which the Account Holder is a party.

For all other matters, the provisions of these Terms shall apply and are incorporated herein by reference.

9. DISCOUNTED BILLS

Bills discounted or paid into the account, and which are then unpaid may be returned by ARAWAKX with a charge to the account and if, as a result of the return, the balance of the account becomes a debtor balance, ARAWAKX may retain the bills and exercise all the rights incorporated in them. In no case will ARAWAKX be obliged to pay bills issued against an account in which there is not sufficient provision, even although the Account Holder has cover available in other accounts.

10. ADMINISTRATION AND CUSTODY

ARAWAKX will proceed, without explicit orders from the Account Holder, from the day of constitution of the deposits of securities, to collection or the most favourable sale of interest coupons and dividends due also collecting on repayable securities; monitoring conversions, subscription rights and increases of capital with bonus shares, according to the communications made directly by the entities concerned or in conformity with the publications available to ARAWAKX, also dealing with the renewal of coupon sheets and the exchange of provisional certificates for definitive documents of ownership.

Unless otherwise agreed, the Account Holder must take appropriate steps to preserve the rights relative to the securities on deposit. Only if the Account Holder has given the appropriate written instructions at the opportune moment, will ARAWAKX undertake other administrative tasks, such as payments which have to be made for securities which are not totally paid in, collection on mortgage securities, the exercise of option rights and the exercise or sale of subscription rights, although ARAWAKX is authorised to sell the subscription rights at the best price if it has not received contrary instructions from the Account Holder with reasonable notice.

ARAWAKX will receive, in accordance with the FEE SCHEDULE of ARAWAKX, commissions for the purchase and/or sale of equity securities, coupons and any other financial assets; for transfer of securities; for collection of dividends or interest on the securities deposited. At the same time, ARAWAKX will pass on to the Account Holder all the expenses for third parties participating in the operations mentioned above, such as expenses of correspondents, brokers, etc.

11. RISKS OF SECURITIES

The Account Holder who gives ARAWAKX instructions or a mandate to enter into contracts, are aware that they assume the risks of important losses and they know that only those customers who have the necessary knowledge and who enjoy a healthy financial situation should take part in these operations and markets. Thus, the Account Holder is aware that the latter may lose not only the initial capital, but also the supplementary outlays which have to be made. In the case where a contract has to be settled at a loss or where the settlement cannot be carried to the due date, the Account Holder will have to bear all the corresponding losses. In order to guarantee these obligations of the Account Holder, ARAWAKX will have the right to pledge over all the Account Holder’s assets, as is set out in condition. ARAWAKX has at all times the power to terminate an agreed operation in advance, if it does not hold sufficient guarantee or cover from the Account Holder.

12. SATURDAY, SUNDAYAND PUBLIC HOLIDAYS

In all dealings with ARAWAKX, Saturday and Sunday shall be considered a public holiday. The same shall apply for all days recognised as public holidays by the Government of The Commonwealth of the Bahamas or by authorities of another market concerned by a transaction.

13. SET-OFF, COMPENSATION AND PLEDGING

All the accounts of the Account Holder and also the balances on accounts of which it may be CO-Account Holder, with powers of individual operation -whatever may be the denomination or currency in use- guarantee the debts of the Account Holder to ARAWAKX, which, at all times, can set them off, realising the assets -whatever the concept for which they have been deposited- for the necessary amount. 

In addition, ARAWAKX may retain or order to retain all the assets which the Account Holder, through so being, may have available on his sole signature, as well as the proportional part of the accounts in which it may be CO-Account Holder with joint powers of operation in order to guarantee sufficiently the collection of obligations charged to the Account Holder, due and outstanding for payment, including interest, commissions and outlays. 

These rights of set-off and retention in pledge include all the deposits in cash and securities effected with ARAWAKX. 

For all relationships between ARAWAKX and the Account Holder, the term ‘asset’ or ‘assets in general’ will be understood as the whole of deposits effected with ARAWAKX and comprises cash -in any currency-, securities, precious metals and any other asset in the possession of ARAWAKX. Further, when the term ‘accounts’ is used and from the sense of the phrase it is inferred that it refers to balances favourable to the customer, it shall be understood that the concept ‘accounts’ has the same meaning as the concept of ‘assets’.

14. FEE SCHEDULE

Published on the website of ARAWAKX. The Account Holder agrees to pay such fees and commission as contained in the FEE SCHEDULE. ARAWAKX reserves the right to unilaterally change such fees and commissions by posting such changes on the website of ArawakX. In addition to the fees and commissions, the Account Holder shall bear all the losses and/or expenses, including, without limitation, attorney’s fees incurred by ARAWAKX in the course of the relationship. ARAWAKX shall deduct from the account any and all fee, charges and commissions payable to ARAWAKX from the Account Holder.

15. FEES AND TAXES

All fees, tributes, taxes, contributions and fiscal demands, and all other taxation debt, whatever may be their name, arising from transactions between ARAWAKX and the Account Holder are for the account of the latter.

16. TAXATION BENEFITS ARISING FROM INTERNATIONAL DOUBLE TAXATION CONVENTIONS AND OBLIGATIONS AND RESPONSIBILITIES OF ACCOUNT HOLDER/S IN RELATION TO TAX MATTERS

It is understood that the Account Holder accepts that ARAWAKX will not undertake the necessary steps to obtain any benefit or tax rebate that could correspond to them with regard to international treaties to avoid double taxation signed by the State in which they are resident for tax purposes. If the Account Holder wishes to obtain the benefits of the aforesaid treaties, they must request the necessary documents from ARAWAKX in writing and must sign the forms needed in each case. 

Each Account Holder, as beneficial owner or not of the assets deposited in the account undertakes to inform ARAWAKX, on his own initiative, within thirty (30) days of any change to his personal situation, particularly his marital status, domicile, nationality or residence for tax purposes. It belongs to the Account Holder to consult his own tax advisors and experts to determine the reporting obligations to which he is subject and to fulfill his tax obligations in relation to his assets. 

The Account Holder undertakes to comply with all tax laws and regulations of the jurisdictions to which he is subject. The Account Holder confirms having been advised by ARAWAKX that any failure on his part to comply with his tax obligations could expose him to financial penalties or criminal proceedings, depending on the laws and regulations to which he is subject. 

ARAWAKX cannot be held liable for any failure of the Account Holder to fully or partially honor his tax obligations in his country of residence or towards any country that would consider him as tax resident or subject to tax related obligations. The Account Holder undertakes to compensate ARAWAKX for any loss or harm that it may suffer as a result of his failure to comply with the obligations and guarantees he has undertaken under this article, or which may result from his failure to comply with his tax obligations. 

ARAWAKX expressly draws the attention of the Account Holder that under the international treaties to which The Bahamas is a party, his identity and other information held by ARAWAKX in relation to the account may be transmitted, following a valid request, to authorities abroad, including tax authorities. ARAWAKX takes no responsibility for any harm or loss that the Account Holder may suffer as a consequence of his legal or tax status, or of any failure from his part to comply with his obligations in this regard. 

In cases where the Account Holder is covered by an international agreement imposing a tax withholding, it bears upon him to provide ARAWAKX with all necessary information, which he guarantees the truthfulness. 

If the Account Holder has not taken steps to avoid the tax withholding by authorizing ARAWAKX to transmit the required information under the terms of the applicable treaties, ARAWAKX will be obliged to act as paying agent and apply the withholding on income considered as taxable. To determine what amounts are subject to withholding, ARAWAKX relies on information supplied in particular by the Account Holder, as well as by approved data providers. 

If the Account Holder and the beneficial owner are different individuals/entities, it is the responsibility of the Account Holder to inform the beneficial owner of their respective obligations and responsibilities and of the warnings contained in this article.

17. PROBATIVE VALUE OF THE BOOKS OF ARAWAKX

The settlement of the account as prepared by ARAWAKX will be valid in court or outside and the Account Holder submits himself to it. The amount resulting from it shall be considered specific and demandable. 

The accounting books and documents of ARAWAKX will be good evidence for the amount which, for all concepts, the Account Holder has in credit or debit at all times. 

ARAWAKX will send or prepare electronically, at least once a year, a settlement or statement of the accounts. When the statement is made annually, it will take place at the end of December or at the beginning of January; in other cases, the settlement will take place during the last days of the period to which it refers or during the first days of the next. The Account Holder will have available thirty (30) days to formulate the observations or claims considered pertinent and, if they have not received the statement or do not have it available, to ask for it. The thirty (30) days having passed without ARAWAKX having received any objection, or without any request for the settlement, it shall be considered that the Account Holder agrees it as being in order.

18. DORMANT ACCOUNTS, INACTIVE ACCOUNTS AND STATUTORY PERIOD

“Statutory period” means the seven (7) year period during which no customer-initiated activity has taken place in respect of a deposit account. 

“Inactive account” refers to a deposit account in respect of which no customer-initiated activity has taken place for a period of at least one (1) year and up to six (6) years. Account Holder having more than one deposit account should be required to undertake some customer-initiated activity in respect of each of the deposit accounts to prevent such deposit accounts from becoming inactive. “Dormant account” refers to a deposit account in respect of which no customer-initiated activity has taken place during a period of seven (7) years. 

If the Account Holder has not undertaken any customer-initiated activity on his or her deposit account for at least seven (7) year, ARAWAKX, after making reasonable efforts to contact the Account Holder, shall remit to the Central Bank an amount equal to the amount held by the bank in respect of dormant accounts. Dormant accounts are to be transferred in the same currency in which they were held 

and the remitted amount should include any interest payable up to the date of transfer to the Central Bank. 

If ARAWAKX transfers dormant account balances to the Central Bank, ARAWAKX shall be required, pursuant to the Bank & Trust Companies Regulations Act, 2020 and the applicable regulation, to retain, until notified that they are no longer required, all registers, signature cards, signing authorities and other records relating to the dormant accounts, or microfilm or electronically stored copies thereof.

19. DATA PROTECTION AND CONFIDENTIALITY

The Account Holder hereby acknowledges that information and data in relation to the Account Holder provided to ARAWAKX may be shared with and provided to other companies belonging to ARAWAKX Group including entities located in jurisdictions outside The Bahamas and jurisdictions that may not have equivalent laws in relation to confidentiality of information and data. 

Pursuant to the Data Protection (privacy of Personal Information) Act, 2003, the Account Holder hereby consents to the sharing and provision of the Account Holder’s data and information to other members of the ARAWAKX group for purposes of assisting with carrying out services for the Account Holder and to the release of the Account Holder’s data outside the jurisdiction to members of the ARAWAKX group to facilitate the performance of ARAWAKX’s functions. 

ARAWAKX shall take all reasonable steps to ensure the confidentiality of the information and data transmitted. In addition, the Account Holder acknowledges that in some instances, in order to carry out certain functions on behalf of the Account Holder and in order to properly fulfill the legal, operational, contractual, banking or securities’ custody obligations that might arise, the Account Holder’s information or data may be transferred to third parties external to the ARAWAKX Group in the absolute discretion of such member of the ARAWAKX Group in possession of the client’s information or data. The Account Holder hereby consents to the sharing and provision of the Account Holder’s data and information to third parties located in jurisdictions outside the Commonwealth of the Bahamas by members of the ARAWAKX group for purposes of assisting with carrying our services for the client in order to properly fulfill the legal, operational, contractual, banking securities’ custody obligations that might arise. Any action shall be carried out with view to satisfactorily fulfilling the instructions given by the Account Holder. 

The treatment and transfer of data shall not be regarded in any case as a violation of bank secrecy. For definition purposes of bank secrecy, the regulations of each Jurisdiction shall be applicable.

20. APPLICABLE LAW AND JURISDICTION

These General Conditions shall be subject to and be construed and interpreted in accordance with the laws of The Bahamas.

(a) You hereby irrevocably submit to the non-exclusive jurisdiction of the courts of competent jurisdiction in The Bahamas in any action or proceeding arising out of or relating to these Terms and you hereby irrevocably agree that all claims in respect of such action or proceedings may be heard and determined in any such court and irrevocably waive any objection you may now or hereafter have as to the venue of any such action or proceeding brought in such a court or the fact that such court is an inconvenient forum.

(b) You irrevocably and unconditionally consent to the service of process in any such action or proceeding in any of the aforesaid courts by the mailing of copies of such process to you, by certified or registered mail at your or such other parties’ address notified in writing to ARAWAKX.

(c) You agree that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right of ARAWAKX to sue in any other jurisdiction.

(d) You waive to the maximum extent not prohibited by law any right you may have to claim or recover in any legal action or proceedings, any exemplary, punitive or consequential damages.

21. TERM; TERMINATION; AMENDMENTS

  1. These Terms will remain in effect until terminated upon thirty (30) days’ (or, if longer, the mandatory minimum period under the applicable law) prior written notice. In the event of a material breach by the other party or in accordance with a Government requirement, termination may be exercised immediately.
  2. The Parties agree that a judicial decision is not required all, or part of any service provided by ArawakX.
  3. These Terms replace any others previously existing agreement between the Account Holder and ARAWAKX. Further, ARAWAKX reserves the right at all times to unilaterally change these Terms. Such changes will be notified by post, by a notice displayed in the premises of ARAWAKX or by a notice posted in ARAWAKX’ website. In default of any written objection within thirty (30) days of the notification, publication or display, it shall be understood that the Account Holder accepts the new general terms and conditions.

The Account Holder authorizes Mdollaz Ltd. trading as ArawakX’s to obtain independent verification of the information provided in the application and any other forms completed during the onboarding process, and to examine such documents or other evidence reasonably capable of providing such verification.  

The Account hereby acknowledge that they were advised to consult with independent legal and tax counsel and that the ArawakX has not offered such advice on the establishing of the account(s) with the client with regard to legal or tax matters in his/her country of residence.

By clicking on the Agree to General Terms and Conditions on ArawakX’s website, the Client agrees to have read, understood and accepted the General Terms and Conditions as outlined above and shall be bound by its terms and conditions.