Brokerage Services Regulations
REGULATION ON PROVISION OF BROKERAGE (AGENCY) SERVICES ON THE SECURITIES MARKET OF TITLE BROKER INTERNATIONAL LIMITED
1. General Provisions
1.1 These Regulations on the provision of brokerage (agency) services in the securities market (“Regulations”) establish the terms, conditions, and procedures under which Title Broker International Ltd (the “Company”, “TBI”), an Authorised Firm licensed by the Astana Financial Services Authority (“AFSA”), provides Regulated Activities to its clients. These Regulations govern the relationship between the Company and any natural person or legal entity that receives services from the Company (each, a “Client”) and form an integral part of the contractual framework governing the provision of brokerage and agency services within the Astana International Financial Centre (“AIFC”). In accordance with Licence No. AFSA-A-LA-2022-0022, the Company is authorised to conduct the following Regulated Activities provided in section 1.3 of these Regulations. The Company provides its services strictly within the scope of the permissions granted by AFSA and in compliance with all applicable AIFC legislation, including but not limited to the AIFC Conduct of Business Rules (COB), General Rules (GEN), Prudential Rules for Investment Firms (PRU(INV)), AML/CTF and Sanctions Rules, and AIFC Data Protection Regulations.
1.2 Hereinafter in these Regulations, the Company and the Client are individually referred to as the “Party”, and collectively referred to as the “Parties”.
1.3
Company name: Title Broker International Ltd.
Business Identification Number (BIN): 220240900049
Legal form: Private Company incorporated under the acting law AIFC
Registration date: 03 February 2022
Registration and supervisory authority: Astana Financial Services Authority (“AFSA”)
Licence number: AFSA-A-LA-2022-0022 The Company is registered as an Authorised Firm of the Astana International Financial Centre and is supervised by AFSA. The Company’s current registered office address, as recognised for regulatory purposes, is the address recorded in the AIFC Public Register maintained by AFSA. The most up-to-date information on the Company’s registered office is publicly available at: AIFC Public Register (AFSA): https://publicregister.afsa.kz/ The Company conducts its activities strictly within the permissions granted by its Licence, including:
Dealing in Investments as a Principal (matching-principal basis only);
Dealing in Investments as an Agent;
Arranging Deals in Investments, excluding Options, Futures, Contracts for Differences, and Digital Assets when dealing with Retail Clients. Company contact details: Telephone: +7 (727) 357-61-22 E-mail: info@titul-broker.kz Website: https://titul-broker.kz
1.4 The Company is authorised by AFSA, the independent regulator of the AIFC, to carry out Regulated Activities as specified in Licence No. AFSA-A-LA-2022-0022. The Company provides regulated financial services strictly within the scope of its Licence and in compliance with AIFC legislation, including the Financial Services Framework Regulations, Rulebooks, and any supervisory conditions imposed by AFSA
1.5 AFSA is the independent regulator of the AIFC. AFSA is responsible for the authorisation, supervision, and regulation of financial services, market institutions, and ancillary service providers operating within the AIFC, in accordance with the AIFC Acts. AFSA administers and enforces the AIFC Regulations and Rules applicable to authorised firms, including requirements relating to conduct of business, prudential standards, market integrity, and client protection.
1.6 The Client acknowledges that the services provided under these Regulations enable the Client to invest in securities and other permitted financial instruments in the financial markets. The Client undertakes to conduct all investment activities in compliance with applicable AIFC legislation, as well as any other laws applicable to the Client’s jurisdiction.
1.7 The Client appoints the Company as its agent and grants all powers to act in accordance with the instructions and orders of the Client (the "Order" or "Orders") and the provisions of these Regulations (unless otherwise provided by the applicable law) and the Client undertakes to take all reasonable and necessary actions when exercising his rights and obligations in accordance with the provisions of these Regulations.
1.8 The Client confirms its legal status and capacity to sign the statement for accession to these Regulations, as well as its awareness of the content of the regulatory legal acts in force in the territory of its country of residence, in relation to the legality of actions to be taken in accordance with these Regulations.
1.9 The Company provides access to securities markets operating in various jurisdictions and to financial instruments located in or issued under the laws of those jurisdictions. The Client confirms that he will comply with the laws of the AIFC, the laws of the Client’s country of residence, and the laws of the country of which the Client is a citizen. Regulated market transactions are conducted in accordance with the laws of the country where the regulated market is located and with the rules, regulations, and agreements of the relevant market regulators and capital market authorities.
1.10 The Client accepts and agrees to these Regulations by signing the Agreement for Accession to the Regulations in the form set out in Annex 1 hereto (the “Agreement”). These Regulations, together with all annexes thereto, including Annex 1 duly signed by the Client, constitute a single, binding contract between the Company and the Client and govern the legal relationship arising from the Company’s provision of brokerage (agency) services to the Client.
1.11 The Client signs the Agreement personally by any permitted method, including, but not limited to, electronic signature or confirmation via SMS code sent to the Client’s authorized mobile number or through a duly authorised representative (applicable to legal entities), acting on the basis of a valid document confirming the representative’s authority to perform transactions and sign documents on behalf of the Client.
1.12 Before signing the Agreement, the Client undertakes to familiarize himself with the Regulations in detail and ensure that he understands each paragraph of the
1.13 Regulations and any annexes thereto. These Regulations do not constitute a public offer. The company has the right to refuse any person's application to join the Regulations at its discretion, without disclosing the reason.
1.14 If any provision of these Regulations is, or becomes, invalid or becomes so, it does not entail the invalidity of any other provisions of these Regulations and the invalidity of the Regulations as a whole.
1.15 These Regulations are drawn up in Russian and English. In the event of a discrepancy between the Russian and English texts, the text drawn up in English shall prevail. The interpretation of the terms and legal concepts contained in these Regulations conforms to current AIFC legislation and legal practice.
1.16 These Regulations are governed by the legislation of the AIFC.
2. Financial Services of the Company
2.1 The Company provides the Client with brokerage (agency) services in regulated and/or non-regulated (over the counter ("OTC") transactions) financial markets (the "Service" or "Services"). Regulated market is a multilateral system regulated and/or managed by a market operator that: brings together or ensures the convergence of the interests of third parties in the purchase and sale of financial instruments, and within the framework of which, in accordance with the norms that are not provisional, the transactions with financial instruments admitted to trading in accordance with the relevant rules are performed; shall function continuously and be subject to the relevant provisions of the law. OTC transaction (OTC – over the counter) is a transaction with a financial instrument (share, bond, Digital Assets, depositary receipt), concluded by the parties not through the exchange (regulated market).
2.2 For the purposes of these Regulations, portfolio means all funds and financial instruments owned by the Client.
2.3 The Company has the right to delegate the performance of its obligations under these Regulations to third parties (the "Sub-brokers"), both in the regulated market and in the open market(OTC), on the terms of service established by Sub-brokers.
2.4 The Client understands and acknowledges that the Company provides services strictly within the scope of the regulated activities authorised under its licence issued by the AFSA and does not provide any services that fall outside such authorised activities. Unless expressly required under applicable AIFC legislation or expressly agreed in writing by the Company, the Company does not provide legal, tax, accounting, financial, investment or other advisory services. Any information provided by the Company shall not be construed as advice or a recommendation. The Client further acknowledges that the Company provides brokerage (agency) services on an execution-only basis and operates the Client’s trading account solely on the basis of agreements, contracts and instructions duly executed or confirmed by the Client in accordance with these Regulations and the Agreement.
3. Classification of the Customers
3.1 In accordance with the requirements of the AIFC Conduct of Business Rules, based on the information provided by the Client, the Company shall classify the Client in relation to the products and services offered to him. By accepting the terms of these Regulations, the Client acknowledges and confirms that he has read, understood, and agreed to the Client classification methodology applied by the Company, information on which is provided to the Client at the time of accession to these Regulations and is set out in Annex 5 hereto. ,
4. Customer's Account
4.1 To execute transactions in the Company's financial instruments, the TBI opens a broker account for the Client. To open such an account, the Client must complete the Application Form in the format set out in Annex 2 A) and B), sign the Agreement for accession to these Regulations or a brokerage agreement, and provide the Company with all documents required for identification, verification, and compliance purposes.
4.2 After reviewing the information and documents provided by the Client, the Company shall notify the Client of its decision to open a broker account or to refuse to open one. If the documents or information provided by the Client do not meet the requirements of AIFC legislation, the Company’s internal policies, or applicable AML/KYC and compliance procedures, the Company has the right to refuse to open or maintain a broker account, and the Company shall notify the Client of such refusal in writing.
4.3 The Client is not permitted to use the broker account to make payments, transfers, or settlements in favor of any third parties, as the broker account may be used solely for transactions related to the Client’s own trading activities in accordance with applicable AIFC legislation and the Company’s internal policies.
4.4 As part of providing services hereunder, the Company shall have the right to independently open and maintain broker accounts with the Company and/or accounts with third-party brokers, custodians, banks or other authorised financial institutions for the purpose of holding and accounting for the assets of the Company's clients, including the Client. The Client hereby authorises the Company, at its sole discretion, to select such third parties and to determine the number, type, purpose, and other parameters of any accounts opened with the Company and/or with such third parties, in accordance with applicable AIFC legislation and the Company’s internal policies.
5. Main Risks Associated with Investing in Financial Instruments in the International Financial Markets
5.1 Investment risks on bonds/long-term debt liabilities
5.1.1 Credit Risk The Client acknowledges that investing in debt instruments involves the risk of default by the issuer or counterparty. The Client is solely responsible for assessing such risks and may, at his own discretion, consider credit ratings assigned by independent rating agencies, as well as any other publicly available information. The Company does not provide credit analysis, investment recommendations, or advice, and all investment decisions are made by the Client independently.
5.1.2 Return Risk The Client acknowledges that the market value of fixed-income securities may fluctuate, particularly when such securities are sold before maturity. An increase in market interest rates may lead to a decrease in the price of comparable bonds, while a decrease in market interest rates may result in an increase in their price. The Client understands that these fluctuations may affect the return on the investment and that all investment decisions are made independently by the Client.
5.1.3 Bond liquidity risk In a low-liquidity market, the Client acknowledges that certain bonds may be difficult or impossible to sell at the desired time or price, and the Client may be required to hold such securities until maturity. The Client understands that liquidity limitations may affect the ability to exit an investment, and confirms that all investment decisions are made independently by the Client.
5.2 Investment risks in shares
5.2.1 Market risk The Client acknowledges that the value of stocks and other financial instruments may fluctuate significantly due to various factors, including the issuer's financial condition and business performance, overall market conditions, economic developments, geopolitical events, and changes in the general political environment. The Client understands that market risk may lead to partial or full loss of the invested amount, and confirms that all investment decisions are made independently by the Client.
5.2.2 Credit risk The Client acknowledges that investing in shares entails the risk that the issuer may experience financial difficulties or become insolvent, which may lead to a significant decrease in the value of the shares or a complete loss of the invested amount. Equity holders rank after creditors in the event of the issuer’s bankruptcy, and therefore, the Client understands that such investments carry a higher level of credit (issuer) risk. All investment decisions are made independently by the Client.
5.2.3 Shares liquidity risk In a low-liquidity market, the Client acknowledges that certain shares may be difficult or impossible to sell at the desired time or price, and that any attempt to sell such shares may result in significant losses due to adverse price movements. The Client understands that liquidity limitations may affect the ability to exit an investment, and confirms that all investment decisions are made independently by the Client.
5.3 Investment risks for investment funds
5.3.1 Risks in participation units of an investment fund The Client acknowledges that the risks associated with participation units of an investment fund depend on the fund’s investment strategy, the composition of its portfolio, and prevailing market conditions. Participation units may generally be redeemed in accordance with the fund’s rules; however, the value of such units may fluctuate, and redemption may result in a loss if market conditions are unfavourable at the time of sale. The Company makes no guarantees regarding the performance of investment funds, and all investment decisions are made independently by the Client.
5.3.2 Tax calculation The Client acknowledges that the tax treatment of any investment income, profit or gains, including but not limited to income from shares, bonds, investment funds, corporate actions, interest, dividends or capital gains, may vary depending on the nature of the investment, the Client’s tax residency, the Client’s personal tax status and the applicable tax laws of the relevant jurisdictions. The Company does not provide tax advice, and the Client is solely responsible for determining, assessing, and complying with all applicable tax obligations arising from investment activities carried out through the broker account.
5.4.1 Online trading risks The following risks are associated with the Client placing orders via trading systems: - high Internet traffic may cause delays in accessing the Customer's account due to limitations in the connection capacity; - the system response speed may be negatively affected by market volatility conditions; - interruption in operation and/or system delays as a result of power failures, software failures or high trading activity; - in a period of heightened volatility (this is a statistical indicator characterizing the trend of price volatility), there may be a problem of impossibility to submit an order to buy or sell, or its late submission; - equipment failure, software failure, communication and power supply problems, other technical reasons, as a result of which the submission of the Order may be impossible at a certain point in time, or the Order of the Client may not be executed (partially or completely) or executed not in compliance with the instructions of the Customer; - delayed quotations, decreased system productivity, as well as other factors that depend on the computer system and the Internet provider, and are beyond the control of the Company; - the Client makes random errors when submitting the Order (the Client submits the Order not in accordance with his actual intentions), including due to insufficient knowledge by the Client of the procedure for operating the Information Trading System and/or insufficient practical skills; - unauthorized access of third parties to the Customer's Workplace, performing actions at the Customer's Workplace using the Key carrier and/or password, or other confidential data of the Client by a person who does not have the authority to do so.
5.4.2 The Client hereby confirms that he has read, understood, and accepted the information set out in the Risk Disclosure Statement regarding the risks associated with operations in the securities market (Annex 4), which was provided to the Client during the process of opening a broker account.
6. Client Orders and Company Reporting to the Customer
6.1 The Company accepts Orders from the Client to perform trading and non-trading operations at any time and executes Orders during the Company's working hours taking into account the operating hours of trading platforms. The Client may determine the conditions under which the Order in respect of the transaction on the Regulated Market shall be executed. The following main types of conditional Orders should be noted: "Take Profit" Order – an Order for fixing the Client's profit. The Order of this type shall be activated at the moment when the price indicated in the Order is reached and executed at the market price of the financial instrument prevailing at the time of execution. The market price may be lower or higher than the price specified in the Order. "Stop Loss" Order – an Order for reducing losses of the Customer. The order of this type shall be activated the moment when the price indicated in the Order is reached and executed at the market price of the financial instrument prevailing at the time of execution. The market price may be lower or higher than the price specified in the Order. "Limit" Order – an Order of this type shall be activated the moment when the price indicated in the Order is reached. The Order shall be executed at the value of the price indicated in the Order or at the best market price prevailing on the date of actual execution, notwithstanding the conditions of high volatility of the financial instrument, operational delays, or insufficient supply of the financial instrument.
6.2 The Client sends to the Company the Orders to execute transactions with financial instruments in the following ways: (a) by telephone; (b) In writing through the Customer's authorized email. (c) using Online Trading Systems (described in clause 9 of these Regulations);
6.3 When concluding a transaction by telephone or in writing, the Clientr gives the following information to the trader in the following order: (1) His/her surname, first name, patronymic; (2) Trading account number; (3) Ticker of the security; (4) Type of order (Limited, Market, Stop); (5) Order direction (Purchase, Sale); (6) Number of securities; (7) The order price; (8) The term for which the order is submitted. Order by telephone After receiving all necessary information by telephone, the trader must repeat the order parameters to the Customer. Provided that the trader repeated the parameters of the order correctly, the Client has to say: "I confirm" to the confirmation request. If the order parameters are repeated incorrectly, the Client has to say: "Incorrect" to the confirmation request and repeat the correct order parameters. After confirmation, the trader makes a transaction. Written order After the transaction is executed, the Trader informs the Client of the order execution by sending a response to the Client’s e-mail address registered in the information system, indicating the number of securities and the execution price, if the transaction was executed simultaneously. If the transaction is executed later, the Client receives all transaction execution parameters from the Brokerage Report.
6.4 When concluding a transaction using Online Trading Systems, the Client independently (without the trader’s direct assistance) forms and submits an order to the Company to execute a specific transaction in the Customer’s interests, via direct access to the markets, based on the system user's instructions. When executing Orders from the Customer, the Company acts in accordance with the AIFC Conduct of Business Rules. In accordance with the AIFC Conduct of Business Rules, when making any transaction for a Customer, the Company shall take all sufficient steps to obtain the best possible result for the Customer, taking into account the information available.
6.5 The notification of the execution of the Order, including information on the execution of each Order of the Customer, shall be sent to the Client in a reliable manner after confirmation from a third party of the execution of the transaction, but no later than 2 (two) working days after the execution of the Order.
6.6 The Company reserves the right to refuse to execute the Client’s Order if such an order, or any part of it, violates the legislation governing the Company's activities. The company has the right to take any action it deems necessary to comply with applicable legal requirements.
6.7 The Client has the right to submit an Order to withdraw funds from the Customer's account, provided there are no debts or liabilities owed to the Company, and no blocked assets, and after reimbursement of all costs and expenses associated with this transfer. Funds will be transferred to the Client only by non-cash method to the Customer’s bank account within 10 (ten) working days from the date the Company receives the Order authorizing withdrawal of the Funds, signed by the Customer. Execution and/or the deadline for the banks to fulfill the payment instructions for transfer of the Customer’s funds submitted by the Company, as well as subsequent crediting of the funds to the Customer’s bank account/bank card specified by the Client Client in the Customer’s Order to withdraw the funds, depends on the timing and procedure for processing payment orders by the financial organizations involved in transfer, including correspondent banks.
6.8 At the Customer's request, the Company may provide Reports for a certain period. The deadline for submitting the Report for the period is no more than 5 (five) working days from the date the Company receives the Customer's written request. The report may be received via the Online Trading System.
6.9 The Client may express his disagreement with the information provided in the Report by sending a written objection to the Company no later than 3 (three) working days from the date of sending the Report to the Client. If the Client has not sent a written objection to the Company within the specified period, the Report is deemed accepted by the Client without comment, and the Client is deemed to have unconditionally agreed to all items specified in the Report. The Client may send an objection in electronic form from an authorized e-mail, as well as personally submit an objection to the Company in writing in accordance with the Dispute Settlement Procedure described in section 19 of these Regulations.
7. Recordkeeping, Safekeeping and Using the Funds and Financial Instruments
7.1 The Company hereby declares that it records, safeguards, and accounts for the Client’s funds and financial instruments separately from its own assets, by holding them in a special segregated account (the “Company’s Client Account”) in accordance with applicable AIFC legislation and COB requirements. The Company may hold the Client’s funds and financial instruments in omnibus (pooled) accounts opened with third-party brokers, custodians, banks or other authorised financial institutions, where the assets of multiple clients may be co-mingled. The use of omnibus (pooled) accounts may result in the aggregation of client assets and associated payments, and the Client acknowledges the risks arising from such co-mingling. The Company undertakes to ensure accurate and prudent accounting and reconciliation of the Client’s funds and financial instruments in accordance with AIFC rules and its internal policies.
7.1.1 In this case, the Company confirms that it applies the following controls and procedures in accordance with AIFC legislation and COB requirements: • The Company maintains detailed internal accounting records of the funds and financial instruments of all Clients held with third parties. • The Company has control systems enabling separate internal accounting for each Client, even where assets are held in omnibus (pooled) accounts with third parties. • The Company regularly conducts reconciliations between its internal records and the statements of third-party brokers, custodians or other financial institutions holding Client assets. • The Company verifies the accuracy and correspondence of Client positions recorded in its internal systems with the positions reflected by Sub-custodians/Sub-brokers, including verification of the aggregate Client property against the total positions held with the Sub-custodian/Sub-broker in the relevant registry or authorised organisation. • The Client acknowledges that funds and financial instruments may be held in jurisdictions outside the AIFC, and that market practice, insolvency regimes, and applicable legal frameworks in such jurisdictions may differ from those in the AIFC, which may create additional legal and operational risks.
7.2 The Company takes reasonable and legally required measures to select and verify the banks in which Clients’ funds are held, and the custodians (depositories)/Sub-brokers in which Clients’ financial instruments are kept, to ensure that such third parties are authorised, reputable and subject to appropriate regulatory supervision. The Company periodically monitors the custody of Clients’ funds and financial instruments by requesting information regarding the financial condition and operational reliability of such banks and custodians (depositories)/Sub-brokers. On a best-effort basis, the Company selects third-party banks and Sub-custodians/Sub-brokers that maintain segregated accounting of client assets and that seek to ensure that such assets are not included in the insolvency estate of such third parties. For the avoidance of doubt, the Company does not guarantee that, in the event of the financial insolvency of any bank or Sub-custodian/Sub-broker, the regime applicable to the segregation, protection or return of Client funds or financial instruments will be identical to the regime established under AIFC legislation, or that the Client’s funds or financial instruments will be fully available at the time of, or during, such insolvency proceedings. The Client acknowledges the legal, operational, and jurisdictional risks associated with the holding of assets with third parties.
7.3 The Company maintains detailed and accurate records of the Client’s broker accounts, which enable the separate identification of each Client’s assets and ensure their segregation from the assets of other Clients and from the Company’s own assets, in accordance with applicable AIFC legislation and COB requirements.
7.4 Funds may be credited to the Client’s broker account only from the Client’s own bank account and solely by wire transfer. In the event that funds are received from a third party, the Company may refuse to credit such funds to the Client’s broker account and return them to the remitting party, net of any expenses associated with the return of funds, in accordance with AIFC AML requirements. A Client intending to carry out an electronic transfer of funds to or from the Client’s broker account shall provide the Company with the Client’s bank account details, if such information is not already available in the Company’s systems. All withdrawals are executed exclusively to the Client’s personal bank account, and transfers to third-party bank accounts are strictly prohibited.
7.5 The Company undertakes to maintain complete, accurate, and up-to-date records of all transactions executed on behalf of the Client, including information on all purchased and sold securities and any other transactions or operations carried out in the Client’s interests, in accordance with applicable AIFC legislation, COB recordkeeping requirements, and these Regulations.
7.6 The Company is authorised to receive and hold the Client’s funds and financial instruments strictly for the purposes of executing and settling transactions on behalf of the Client, and such assets may be held only for the period necessary to fulfil the Client’s contractual obligations, in accordance with the applicable AIFC legislation, including the Client Assets provisions of the AIFC COB and these Regulations.
7.7 The procedure for maintaining the above custody and bank accounts is governed by the laws and regulatory requirements of the jurisdictions in which the relevant Sub-brokers, custodians, credit institutions or other third parties are registered and operate. As a result, the Client acknowledges that the legal regime applicable to the protection, segregation, and return of Client funds and financial instruments held with such third parties may differ from the regime established under AIFC legislation, and that the Client’s rights in relation to such assets may be affected accordingly. This disclosure is made in compliance with the COB, including the Client Assets requirements.
7.8 The Company reserves the right to engage affiliated or non-affiliated third parties, including agents, authorised organisations and nominee holders (“Sub-custodians”) for the purposes of holding and safeguarding Client funds and financial instruments. In doing so, the Company does not transfer its regulatory responsibilities and remains responsible for exercising due skill, care, and diligence when selecting, appointing, and monitoring such Sub-custodians, in accordance with AIFC legislation, COB requirements, and these Regulations.
7.9 The Company implements appropriate internal controls and procedures designed to reduce the risk of loss, misuse, or unauthorised access to Client Assets, and takes all reasonable and legally required measures to safeguard such assets, in accordance with the Company’s Client Money Policy, COB 8.2 (Client Money Rules), COB 8.3 (Client Investments Rules), and other applicable AIFC legislation.
7.10 The Company shall not be liable to the Client for any acts or omissions of any third-party service providers, including Sub-custodians, brokers, banks, custodians or other Third-Party Providers (together, “Third-Party Providers”), nor for any damage suffered by the Client as a result of such acts or omissions, unless such damage directly results from the Company’s wilful misconduct, gross negligence or fraud, or that of its employees. The Company shall also not be liable, including financially, for any adverse consequences to the Client arising from the insolvency or bankruptcy of any Third-Party Provider, provided that the Company has complied with its obligations under applicable AIFC legislation and COB, including the Client Assets requirements, when selecting, appointing, and monitoring such Third-Party Provider.
7.11 In the event of the Company’s insolvency, winding up or any other Distribution Event stipulated by AIFC legislation, the Client’s funds will be subject to the Client Money Distribution Rules as set out in COB 8.2.16. In particular, under COB the Client’s funds and financial instruments are required to be segregated from the Company’s own assets and are not included in the Company’s liquidation estate. Such Client Assets must be distributed to Clients in accordance with the priority rules established under COB 8.2.16 and the AIFC Insolvency Regulations, subject to the availability of Client Money and Client Investments held by the Company or held on its behalf with Third-Party Providers.
7.12 The purchase and sale of financial instruments involve various risks, including market risk, and the Client acknowledges these risks. The Company is not authorised to exercise discretionary powers over the Client’s funds or financial instruments. However, the Company may use or realise the Client’s funds or financial instruments strictly in the cases permitted under applicable AIFC legislation and COB, including for the purposes of settling outstanding obligations arising from transactions executed on behalf of the Client, or to satisfy legal or regulatory claims that may be lawfully enforced against the Client or the Client’s account. The Company may take such actions only to the extent required to meet the Client’s settlement, margin, legal, or regulatory obligations, and shall not use Client Assets for any other purpose.
8. Payment for Services and Reimbursement of Expenses of the Company and Third Parties Providers
8.1 The Client undertakes to pay the Company the commission fees and charges and to reimburse the Company and any Third-Party Providers engaged by the Company for the provision of services, including, but not limited to, the following expenses (“Expenses”) incurred by the Company in the proper performance of its obligations under these Regulations: (a) any expenses associated with the execution, clearing, and settlement of transactions carried out on behalf of the Client, including, without limitation, exchange fees, clearing fees, transfer agent fees, regulatory fees, bank charges, transaction charges, and other mandatory payments; (b) currency conversion costs, where a Client Order or the settlement of funds or financial instruments is required to be executed in a currency different from the currency of the funds available in the Client’s broker account; (c) fees of custodians, registrars, sub-custodians, and other organisations involved in the safekeeping or administration of Client Investments; (d) wire transfer fees and any other bank or payment system charges. All amounts payable to the Company and/or Third-Party Providers may be debited from the Client’s broker account, to the extent permitted under AIFC legislation and COB, and only in respect of amounts duly payable by the Client under these Regulations, the Fee Schedule (Annex 3), or any other agreement concluded between the Parties. The Client hereby authorises the Company to set off any outstanding obligations of the Client to the Company against funds standing to the credit of the Client’s broker account, provided that such set-off is permitted under applicable AIFC legislation, COB, and these Regulations, and is performed only to the extent necessary to satisfy the Client’s due and payable obligations. The Company’s fees are established in Annex 3, in additional agreements with the Client, and in notices or offers issued by the Company, which may be accepted by the Client in accordance with the procedures set out in such notices or offers.
8.2 When performing currency conversion, rounding is carried out to the minimum monetary unit of the relevant currency (such as cent, euro cent, kopeck or any other smallest fraction of the currency) in accordance with generally accepted international mathematical rounding standards and applicable market conventions. Amounts where the third digit after the decimal point is equal to or greater than five are rounded up, and amounts where the third digit after the decimal point is less than five are rounded down. Rounding is applied uniformly and does not provide preferential treatment to either the Client or the Company.
8.3 The Client confirms his consent that in the absence of funds and/or financial instruments necessary for the execution of the Client’s Order on the account (accounts), as well as in the absence of funds necessary to pay for the Company's services and/or other expenses incurred by it in accordance with the terms and conditions of these Regulations, the Company has the right not to execute the Client's Orders.
8.4 Due to the fact that the services provided by the Company are not subject to VAT and the Company is not a VAT payer, the Company does not provide Clients with an invoice / electronic invoice for the services specified in clause 2 of these Regulations.
9. Online Trading Systems
9.1 One way to execute transactions in financial instruments is through the Company's Online Trading System (the "OTS"). The Company provides the Client with access code(s), login code(s), password(s), or any other information required to access the OTS, as applicable, depending on the specific circumstances (hereinafter, "Access Codes").
9.2 All rights, including intellectual property rights (all company logos and names related to the Company and other elements of intellectual property rights), belong to the Company or its representatives, and are used by the Company in accordance with the existing license and/or rights. The Client has no rights or share in the above intellectual property, except for the right to access the OTS and the right to use the services offered by the Company through the OTS. The Company reserves the right at any time and without prior notice to the Client to make amendments and/or modifications to any part of the OTS in a manner chosen at its own discretion.
9.3 The Client should not consider the Electronic Materials contained in the Electronic System to constitute an offer to enter into a transaction on the conditions specified therein. The Company has the right to change the content of the Electronic Materials at any time and at its discretion, including the time after receiving the Client’s Instructions to make the transaction.
9.4 The Client understands and assumes all risks associated with the fact that electronic messages may be subject to delays and/or corruption and that the content of the OTS and other systems of the Company may not be provided in real time or not updated; there may be delays and/or errors in updating Electronic Materials.
9.5 The Client is obliged to take the necessary measures to ensure the confidentiality of all information, including, but not limited to, the Client's Access Codes to the OTS, user identification means, the contents of the Portfolio, data on the trading transactions, the Account balance, as well as other information related to the Portfolio and the Customer’s data. The Client undertakes not to transfer Access Codes to third parties, including to the Company's employees.
9.6 The Client hereby agrees that any Orders submitted to the Broker through the OTS using the Access Codes belonging to the Client shall be deemed as Orders directly submitted by the Client. The Company shall not be liable for any transfer of the Client's Access Codes to any third parties (including the Company's employees) and for possible losses incurred by the Client as a result of the Company's proper execution of any Orders and operations on the Client's account, which were confirmed by the respective Client's Access Code. The Client shall be solely responsible for the storage, use, and disposal of his Access Codes and shall not be entitled to claim that Orders confirmed using the respective Client's Access Codes, including those sent via OTS, were not sent by the Client and/or were not submitted on behalf of the Client.
9.7 The Client is personally liable for all Orders given on his behalf using the Access Codes provided to him by the Company. If third parties act as an authorized representative of the Customer, the Client is personally liable for all Orders placed by the representative on the Customer's behalf using the Access Codes provided by the Company. The Company shall not be liable for any damage caused to the Client or third parties as a result of the compromise of the Client's Access Codes by third parties, the submission of Orders to the Broker by such third parties, or their subsequent execution by the Broker. For the purposes of these Regulations, the «breach of Access Code» shall mean the Client's loss of control over the Access Codes required for the Client's authentication and authorization in the OTS, and also any form of transfer of such Access Codes by the Client to third parties, as a result of which third parties may gain unauthorized access to the Client's account in the OTS.
9.8 The Client undertakes to immediately notify the Company if they become aware of any third-party use of the Access Codes provided by the Company to the Client.
9.9 The Company shall not be liable if third parties have gained access to the information provided to the Client by the Company in the process of communication via the Internet, by telephone or otherwise, including email addresses, electronic messages or any other means of electronic communication.
9.10 The Company shall not be liable for any damage or loss to the Customer's hardware or software arising from viruses, defects, or malfunctions during connection to the Company's OTS or its use.
9.11 The company undertakes to support the OTS to ensure its performance and reliability. To this end, the Company maintains, modifies, and updates the OTS. As a result, the OTS may be unavailable for a certain period of time. The Company shall not be liable for lost profit, damage, or loss, including financial losses, which the Client may incur in the event of performing the above-mentioned works by the Company.
9.12 The Company reserves the right to suspend or deny the Client access to the OTS in the event that the Company has reason to suppose that the Client has not fulfilled its payment obligations in relation to the services provided through the OTS; or if the Client by his actions causes damage to the Company or third parties; or if uses the OTS for purposes other than those specified in these Regulations.
10. Mutual Setoff of Liabilities
10.1 If there is a mutual debt between the Company and the Client, such debt is set off between the Parties. If the amounts payable is denominated in different currencies, the Company may convert currencies at the exchange rate at its discretion
11. Inactive Accounts
11.1 If the Client does not submit any Orders for the execution of trading or non-trading operations for a continuous period of twelve (12) months, and the balance of the Client’s account is less than USD 300 and no financial instruments are recorded on that account, such account may be classified by the Company as an “Inactive Account”. Before classifying an account as Inactive, the Company shall notify the Client in advance using the contact details available in the Company’s records.
12. Conflict of Interest
12.1 As required by the applicable AIFC legislation, the Company must take all reasonable steps to identify, prevent, manage and, where prevention is not possible, appropriately disclose any conflicts of interest that may arise between the Company and the Client, between the Company’s employees and the Client, or between one Client and another, in a manner that ensures that the Client’s interests are not adversely affected. The Company maintains internal policies and procedures designed to identify potential and actual conflicts of interest and to implement adequate systems and controls to manage or mitigate such conflicts in accordance with COB 7.
12.2 Identifying the conflicts of interest To identify potential or actual conflicts of interest that may arise in the course of its activities, the Company assesses, among others, the following situations: (a) the Company or any person associated with the Company may obtain a financial benefit or avoid a financial loss at the expense of the Client; (b) the Company or any person associated with the Company has an interest in the outcome of a service provided to the Client or a transaction carried out on behalf of the Client that differs from the Client’s interest in that outcome; (c) the Company or any person associated with the Company may have an incentive to favour one business unit, service line or activity of the Company over another in a manner that could disadvantage the Client; (d) the Company or any person associated with the Company has an incentive to favour one Client over another Client in the allocation of time, resources, services or execution priority; (e) the Company or any person associated with the Company is engaged in the same business, activity or transaction as the Client, or otherwise competes with the Client; (f) the Company or any person associated with the Company receives or may receive from a third party any inducement, remuneration, fee, commission, or non-monetary benefit in connection with a service provided to the Client, other than where such inducement is permitted under COB and does not impair the Company’s duty to act in the Client’s best interest; (g) any personal transaction of an employee or an associated person may conflict with the interests of a Сlient or with the proper execution of the Company’s duties.
12.3 Conflict of interest management Where the Company identifies a conflict or a potential conflict of interest, it must take all reasonable steps to prevent such conflict from adversely affecting the interests of the Client. To manage conflicts of interest, the Company may apply, among others, the following measures: (a) implementing and maintaining effective internal controls and organisational arrangements designed to prevent or manage conflicts of interest, including the establishment of information barriers (“Chinese Walls”) and restrictions on the flow of confidential or sensitive information between different units of the Company; (b) where a conflict of interest cannot be prevented or fully mitigated by internal controls, providing the Client with a clear written disclosure describing the nature of the conflict, its potential risks, and the measures taken by the Company to address it, in accordance with COB requirements; (c) where the conflict of interest cannot be adequately prevented, managed or mitigated, refraining from acting for the Client in relation to the relevant service or transaction.
12.4 The Company maintains an Information Segregation Framework under which individuals within one business unit are prohibited from accessing or sharing confidential information with individuals in other units, unless such access is expressly permitted and necessary to perform their duties. This ensures that information flows are controlled and conflicts of interest are effectively mitigated.
13. Liability
13.1 The Company shall be liable for non-performance or improper performance of its obligations under these Regulations to the extent such liability arises as a result of the Company’s intentional misconduct or negligence. The Company shall also be liable for the non-performance or improper performance of the Client’s Orders by Third-Party Providers to whom the Company has outsourced certain functions, only where such non-performance or improper performance results from the Company’s failure to exercise due skill, care and diligence, or failure to take all reasonable steps required under the applicable AIFC legislation when selecting, appointing or overseeing such Third-Party Providers. The Company shall not be liable for acts or omissions of Third-Party Providers where such providers act outside of the scope of the Company’s instructions, where failures are caused by circumstances beyond the Company’s reasonable control, or where the Company has duly complied with the requirements of AIFC legislation regarding outsourcing and oversight.
13.2 The Parties are not liable for non-fulfillment or improper fulfillment of their obligations hereto due to the occurrence of unforeseen circumstances (the "Force Majeure"). The following events constitute Force Majeure: (a) Strikes, (b) unplanned work stoppages, (c) accidents, (d) acts of war or terrorism, (e) civil or military disturbances, (f) nuclear or natural catastrophes or acts of God, (g) quarantines, (h) embargo, (i) consequences of economic, financial, and political sanctions, (j) acts or omissions of government bodies, AIFC bodies, or self-regulatory organizations (what includes adoption or cancelation of normative acts), which stop or suspend activities of Trading Authority (Exchange), the securities issuer, the issuer's registrar, the depository, the Sub-broker, the Sub-custodian, which may prevent, suspend, or protract performance of the Company's obligations hereunder or performance of any transactions which is subject to these Regulations (k) corporate actions of the issuer which affect performance of the transactions subject to these Regulations, also (l) loss or malfunctions of utilities, communications or computer (software and hardware) services. It shall be understood that the Parties must use reasonable efforts consistent with accepted practices to resume performance as soon as practicable under the circumstances. The Company shall notify the Client of non-fulfillment or improper fulfillment of the Client's Orders or instructions due to the occurrence of the Force Majeure events. If Force Majeure causes a violation or non-fulfillment of the obligations of the Parties lasting more than 30 (thirty) calendar days, each Party has the right to terminate the existing legal relations of the Parties, subject to the submission of a preliminary (10 (ten) calendar days before) written notice to the other Party. In the event of Force Majeure, the Company has the right to take one of the following actions without notifying the Client: suspend or amend the application of all or any of the Terms and Conditions of these Regulations until the Force Majeure Event makes it impossible for the Company to comply with these terms and conditions; or take any actions that the Company believes are reasonable to the Company and its Clients.
14. Risks and Liability of the Client
14.1 To receive services under these Regulations, the Client must have reliable access to the Internet, a valid mobile phone number, and a functioning email address. The availability of such means of communication is a necessary condition for the use of the Company’s services and for the receipt of notifications, confirmations, disclosures, and other information provided by the Company in accordance with AIFC legislation. The Client is responsible for ensuring the continuous operability, security, and accessibility of their communication channels and devices, and acknowledges that any failure, malfunction, loss of access, or unauthorised use of such communication means may affect their ability to receive information or submit Orders. The Company shall not be liable for any losses arising from failures or disruptions of the Client’s Internet connection, electronic devices, mobile networks or e-mail services that are outside the Company’s reasonable control. The Client undertakes to promptly notify the Company of any changes to their contact details to ensure correct and uninterrupted communication.
14.2 The Client is solely responsible for assessing and independently determining the risks associated with the purchase, sale or holding of securities and other financial instruments. The Client acknowledges that all investment decisions are made at their own discretion and risk.
14.3 The Company does not provide investment, financial, tax, or legal advice, nor does it make any representations or give any guarantees regarding the suitability, profitability, or advisability of any investment or transaction. The Company’s role is limited to the execution of Client Orders on an execution-only basis, unless otherwise expressly agreed in writing in accordance with AIFC legislation. The Company may provide Clients or potential Clients with a description of the general nature and risks associated with trading in securities, as required under the applicable AIFC legislation, including COB. However, such information is of a general informational nature, does not take into account the Client’s individual circumstances, and does not constitute investment advice or a recommendation to engage in any transaction.
14.4 The Client assumes all risks associated with investments in financial markets under these Regulations, including risks related to the tax treatment of income, gains, and transactions. The Company does not provide tax, legal, or accounting advice, and does not act as a tax agent of the Client unless expressly required under the applicable laws.
14.5 The Company provides the Client with access to regulated markets in the AIFC, Kazakhstan, and foreign jurisdictions. The tax regime applicable to transactions on such markets may vary depending, among other factors, on: (i) the jurisdiction in which the transaction is executed; (ii) the trading venue or market operator (for example, tax treatment may differ for transactions on KASE, AIX or OTC markets); (iii) the regulatory regime applicable to the brokerage company executing the transaction (local regulator or AIFC regulator); (iv) any combination of the above factors. The Client acknowledges and agrees that they are solely responsible for assessing the tax consequences of their investment activities and for paying all applicable taxes, levies and charges arising from such activities in accordance with the tax laws of the relevant jurisdictions. The Company does not guarantee the application of any reduced tax rate, exemption, or preferential tax treatment, even where the Client completes and submits Form W-8BEN or any similar tax form. The acceptance of such forms by the Company does not constitute a confirmation that the Client is eligible for any tax benefit, nor does it impose any obligation on the Company to verify the accuracy of the information provided by the Client, unless required under applicable law.
14.6 The Client agrees that the primary means of communication between the Company and the Client shall be the e-mail address specified by the Client in the application form or subsequently updated by the Client. The Client acknowledges that it is their responsibility to ensure that such e-mail address remains valid, accessible, and regularly monitored. The Company may also use other communication channels specified in these Regulations or agreed with the Client, including the Client’s personal account on the Company’s electronic platform (if applicable), SMS messages, or other electronic means permitted under AIFC legislation. Communications delivered to the Client using the latest contact details provided by the Client shall be deemed duly received.
14.7 The Client agrees that actions performed by the Client under these Regulations and confirmed via an SMS confirmation code sent to the Client's authorised mobile phone number shall be deemed duly authenticated, shall have full legal force and effect, and shall be binding upon both Parties. An SMS confirmation constitutes the Client’s electronic instruction or consent for the purposes of these Regulations, provided that such confirmation is received by the Company through its secure communication channels and is authenticated in accordance with the Company’s internal procedures and applicable AIFC legislation on electronic communications.
14.8 If the Company has reasonable grounds to suspect that fraudulent, unauthorised, illegal or otherwise irregular activities may have been carried out by the Client or by third parties in relation to the Client’s account, the Company is entitled to temporarily suspend or block the Client’s trading account. Such suspension may be applied for the purpose of conducting an internal investigation, fulfilling the Company’s obligations under applicable AIFC legislation, including AML/CFT requirements, or preventing potential harm to the Client, the Company or other Clients. The Company may take any measures required under the applicable law, AFSA Rules, and the Company’s internal policies and procedures, including reporting suspicious activities to competent authorities where required. The Client shall be notified of the suspension, unless such notification is prohibited by law or may compromise the investigation or the Company’s regulatory obligations.
14.9 In the course of an internal investigation carried out pursuant to paragraph 14.8 of these Regulations, the Company may request from the Client any documents, information or explanations that are reasonably necessary for the purposes of verifying the Client’s identity, the legitimacy of the Client’s transactions, the source of funds, or any other matters relevant to the investigation and the Company’s obligations under the applicable AIFC legislation, including AML/CFT requirements. If the Client fails or refuses to provide the requested documents or information within the timeframe specified by the Company, the Company may, in accordance with the applicable AIFC legislation and its internal policies, temporarily suspend or block the Client’s account and restrict the provision of services until the required documents or information are provided. The Company may refrain from notifying the Client of certain actions taken during the investigation if such notification is prohibited by law or could compromise the investigation or the Company’s regulatory obligations.
14.10 If the Client’s brokerage account is temporarily suspended or blocked in accordance with paragraph 14.9 of these Regulations, the Company shall not be liable for any indirect, consequential, special or incidental losses suffered by the Client as a result of such suspension or blocking, including, without limitation, loss of profit, loss of opportunity, trading losses or any similar damages, provided that such suspension or blocking was carried out in compliance with applicable AIFC legislation and the Company’s internal policies. Nothing in these Regulations shall exclude or limit the Company’s liability for losses arising directly from the Company’s intentional misconduct or gross negligence.
14.11 The Client is strictly prohibited from engaging in any form of market manipulation or abusive market practices, including but not limited to: manipulation in the securities market, insider dealing, unlawful disclosure of inside information, “painting the tape”, wash trades, matched orders, artificial transactions, or any other trading practices prohibited under the applicable laws and regulations of the Republic of Kazakhstan, the AIFC, and the rules of the relevant trading venues. The Client is also prohibited from participating in any unlawful activities, including fraud, money laundering, terrorist financing, or any actions that may breach the AIFC Anti-Money Laundering, Counter-Terrorist Financing and Sanctions Rules (AML Rules), AIFC Market Abuse Rules (MAR), or any other applicable legislation. Such actions constitute a material breach of these Regulations and may result in immediate suspension or termination of the Client’s account.
14.12 The Client undertakes to submit an Order to update the information and/or details contained in the Client’s identity document no later than 30 (thirty) calendar days prior to the expiration date of such identity document. The Company may inform the Client about the upcoming expiration of the identity document 60 (sixty) calendar days prior to its expiration date by sending an SMS and/or e-mail to the Client’s registered contact details. The Client acknowledges that such notification is provided as a courtesy only, and that the Client remains solely responsible for timely updating his/her identity documentation in accordance with applicable AIFC AML/CFT requirements and these Regulations.
14.13 On an ongoing basis, the Client represents, warrants, covenants and undertakes to the Company, that: a) all documents delivered by or on behalf of the Client to the Company are, at all times true, valid and authentic; b) the amount of the investment has been determined by the Client with due consideration of all financial circumstances, and the Client deems it reasonable under the given conditions; c) all funds transferred to the Company belong solely to the Client, are not subject to any pledge, seizure, mortgage, or any other encumbrance, and do not represent direct or indirect proceeds from any unlawful act or omission, nor the product of any criminal activity; d) the Client acts solely on its own behalf and not as a representative, agent, nominee or trustee of any third party, unless the Client has provided the Company with valid documents evidencing such authority, which the Company has reviewed and accepted as satisfactory following its due diligence procedures under AIFC AML Rules; e) any information provided by the Client to the Company is complete, true, accurate and not misleading in any material respect, and the Client agrees to immediately notify the Company of any changes in circumstances that may cause such information to become inaccurate, incomplete or misleading, as required under AIFC AML Rules 5.1 and 5.3 regarding ongoing monitoring and review of CDD information. f) The Client unconditionally represents, affirms, warrants and undertakes that any losses, damages, penalties, regulatory sanctions, legal costs or other expenses incurred by the Company arising out of, or in connection with, any breach of these representations and warranties, including but not limited to losses resulting from false, inaccurate, incomplete or misleading information provided by the Client, or from the Client’s failure to verify or update information as required, shall be fully and immediately indemnified by the Client to the Company. g) Such indemnification applies irrespective of whether the losses arise directly or indirectly and includes any consequences arising from regulatory inquiries, reporting obligations, investigations, or enforcement actions initiated pursuant to applicable AIFC legislation, including AIFC AML Rules and Conduct of Business Rules.
15. Anti-money Laundering Provisions
15.1 The Company is obliged to comply with all applicable requirements relating to anti-money laundering, counter-terrorist financing and sanctions, including the AIFC Anti-Money Laundering, Counter-Terrorist Financing and Sanctions Rules (“AIFC AML Rules”). These requirements obligate the Company to conduct Customer Due Diligence (“CDD”) measures, which include, among other things, identifying and verifying the Client’s identity, establishing the beneficial owner (where applicable), understanding the nature and purpose of the business relationship, and obtaining all mandatory information and documentation required under the AIFC AML Rules and other applicable legislation.
15.2 The Company may, from time to time, request the Client to provide any additional information and/or documentation required for the purposes of implementing the obligations set out in clause 15.1 of these Regulations and in accordance with the AIFC AML Rules, including but not limited to periodic and annual confirmations that the Client’s information, documents and details remain accurate, complete and up to date. The Client undertakes to provide such information and documentation promptly upon the Company’s request.
15.3 The Company is not entitled to transfer funds from the Client’s Account to any third-party accounts held with other financial institutions, except in the following strictly limited circumstances: (a) where such transfer is required for the execution, clearing or settlement of transactions concluded on behalf of the Client, including transfers to exchanges, clearing institutions, sub-brokers, custodians or other professional market participants involved in the settlement process; (b) where a transfer without a change of beneficial ownership is objectively impossible, provided that the Client submits all documents and confirmations required by the Company to evidence that the beneficial ownership of the funds remains with the Client; (c) In all cases, such transfers shall fully comply with the AIFC Conduct of Business Rules (including COB 8 on Client Money and Client Investments) and AIFC AML Rules.
15.4 The Company has the right to suspend, delay or discontinue the execution of any Orders (Instructions) submitted by the Client until the Client provides all information and/or documentation requested by the Company. This includes, without limitation, the Company’s right to suspend or refuse to execute withdrawal Instructions until the Client verifies the accuracy of the information previously provided for identification purposes and provides all documents required under the applicable legislation in the area of anti-money laundering and combating the financing of terrorism, including a valid identification document. The Company further has the right to suspend, interrupt, and/or refuse to execute any Orders (Instructions) of the Client if such Orders (Instructions): (i) may cause financial, regulatory, or reputational damage to the Company; (ii) may lead to a breach of any applicable legislation, rules, or regulations of the AIFC; or (iii) may contradict the Company’s internal policies, procedures, or risk management requirements. The Company shall not be liable for any delays in the execution of Orders or Instructions that arise from or are connected with the Company’s compliance with its obligations under applicable AML/CFT legislation, regulatory requirements, supervisory expectations, or internal compliance procedures.
16. Communication Methods and Procedures
16.1 Any information provided to the Client under these Regulations may be delivered to the Client. a) by way of publishing it on the Company's website www.titul-broker.kz and/or in the Online Trading System, as well as (b) by sending it to the e-mail address of the Client. (c) using any other means of communication at the discretion of the Company. Information provided by the above methods is deemed to be properly provided and received by the Client.
16.2 In the event that, under the terms of these Regulations, the Client sends to the Company any information related to the provision of Services in accordance with the Regulations, such information may be provided to the Company by sending a request to the Company's e-mail from the Client’s authorized e-mail address or through the personal account of the Online System Trading. Any information provided via the above methods is considered properly provided and received by the Company.
16.3 The Parties undertake to notify each other in advance of any change to the contact information previously provided, using the communication methods and procedures established under these Regulations. Any change in contact details shall be deemed effective only upon proper notification in accordance with these Regulations.
16.4 Any exchange or provision of information, as well as any communication between the Parties in relation to these Regulations, may be conducted in Kazakh, Russian, or English. The Company shall provide a response to the Client’s request for information within 14 (fourteen) calendar days from the date of receipt of such request, in the language in which the request was submitted. The period for consideration may vary depending on the nature, scope and complexity of the requested information and, in certain cases, may reasonably exceed 14 (fourteen) calendar days. The Client acknowledges that the Company may require additional time to review and respond where the request relates to information subject to regulatory, compliance or operational procedures.
17. Confidentiality and Protection of Personal Data
17.1 In accordance with these Regulations, applicable AIFC legislation and regulatory requirements, the Client undertakes to provide the Company, within the shortest reasonable time, with all information and documents requested by the Company for the purposes of onboarding, ongoing verification, Customer Due Diligence, sanctions screening and other obligations arising under the AIFC AML, CTF and sanctions framework. The Client further undertakes to promptly notify the Company of any material changes to the information previously provided, including identification details, contact information, beneficial ownership, residency status or any other relevant circumstances, in accordance with AML Rules 5.1 and 6.4 (ongoing CDD obligations).
17.2 In accordance with the AIFC Data Protection Regulations and the AIFC Data Protection Rules, the Company undertakes to implement all necessary technical and organisational measures to ensure the confidentiality, lawful Processing and protection of any Personal Data provided by the Client, including compliance with the principles of lawful, fair and transparent Processing, data minimisation, accuracy, security of Processing and protection against unauthorised or unlawful access.
17.3 The Client’s Personal Data shall be collected and processed by the Company strictly for lawful, specific and legitimate purposes permitted under the applicable AIFC Legislation, including the AIFC Data Protection Regulations, AIFC Data Protection Rules, the AIFC AML/CTF and Sanctions Rules, the AIFC Conduct of Business Rules, and other applicable acts. Such purposes include the following: (a) accession by the Client to these Regulations and establishment of the contractual relationship between the Parties; (b) provision by the Company to the Client of the services authorised under the Company’s Licence, including execution, settlement, custody and other operations in accordance with these Regulations; (c) biometric identification, authentication and remote onboarding of the Client (including the Client’s agents and representatives) in accordance with AML Rule 6.1–6.4 (Customer Due Diligence requirements) and DPR 10 (Processing of Sensitive Personal Data); (d) internal control, compliance monitoring, risk management and accounting activities of the Company connected with the provision of services to the Client; (e) conducting initial and ongoing due diligence, including CDD, EDD, sanctions screening, transaction monitoring and verification of the Client (and, where relevant, the Client’s agents and representatives) as required under the AIFC AML/CTF and Sanctions Rules; (f) ensuring compliance by the Company and its affiliates with the legal, regulatory and supervisory requirements applicable within the AIFC and other relevant jurisdictions; (g) development, testing and improvement of products, services and technological platforms of the Company and its affiliates, to the extent permitted by applicable data protection laws; (h) development and implementation of marketing and advertising campaigns by the Company and/or its affiliates, including provision or sending of informational or promotional materials to the Client, subject to the Client’s consent where required under DPR 9-1; (i) identification, authentication and authorisation of the Client (and, where applicable, the Client’s agents and representatives) and verification of information, data, codes and identifiers used in connection with the Client’s operations for the purposes of ensuring security of transactions and preventing unauthorised actions, in accordance with AML, COB and DPR 16 (security of processing); (j) interaction with Third Parties Providers involved or potentially involved in the conclusion, execution or servicing of transactions and operations between the Client and the Company; (k) provision by the Company of reports, notifications or information to authorised governmental bodies, AIFC Bodies, auditors, consultants, valuers, affiliated persons, database operators, telecom operators, counterparties, and receipt of information from such persons where required under applicable law or for purposes of providing services to the Client; (l) enabling the Company, its affiliates and authorised third-party service providers to support information technology, information security, integration of information assets and continuity of services, subject to compliance with the requirements of DPR 11–12 regarding international transfers; (m) the potential transfer or assignment of the Company’s rights and/or obligations under these Regulations to another authorised person, strictly to the extent permitted under the applicable AIFC Legislation, including in cases of reorganisation, business transfer, regulated outsourcing, or where such transfer is required or directed by the AFSA to ensure continuity of service to Clients; (n) compliance with statutory data retention and recordkeeping obligations imposed by AML, COB, DAA and AIFC Data Protection Regulations; (o) judicial and non-judicial protection of the Company’s rights in disputes related to the performance of obligations under these Regulations, including disputes involving Third Parties Providers; (p) exchange of information in connection with consideration of appeals, complaints and inquiries of the Client, including exchange of correspondence by post or courier; (q) sending of information materials, including those relating to the Company’s products and services, via telephone, email or other communication channels, to the extent permitted by applicable marketing and consent requirements under DPR; (r) performance by the Company’s employees of internal investigations and inspections, including fraud-prevention, AML/CTF reviews and security monitoring; (s) fulfilment by the Company of any other legal or regulatory requirements applicable to its activities under the AIFC Legislation or other jurisdictions to which the Company is subject.;
17.4 “Processing of Personal Data” means any operation or set of operations that is performed upon Personal Data, whether or not by automated means, as defined under the AIFC Data Protection Regulations. Such operations include, without limitation: the collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction of Personal Data.
17.5 Except where otherwise required or permitted by the applicable AIFC legislation, the Client’s Personal Data may be Processed solely for the specific, explicit and legitimate purposes set out in these Regulations and shall not be further Processed in a manner incompatible with those purposes, in accordance with the AIFC Data Protection Regulations (including Regulation parts 8 and Regulation 9).
17.6 The Personal Data shall be kept by the Company on any media for at least six (6) years from the date on which the notification or report was made, the business relationship ends, or the transaction is completed, whichever occurs last.
17.7 The individual to whom the Personal Data relate (“Data Subject”) is entitled, upon request, to obtain from the Company confirmation as to whether Personal Data concerning that individual are being Processed, and, where this is the case, to receive access to such Personal Data and to the information required under AIFC Data Protection Regulation 17. The Data Subject is further entitled to request the rectification, erasure, or blocking of Personal Data where such Personal Data are inaccurate, incomplete, no longer necessary for the purposes for which they were collected, or are otherwise Processed in contravention of the AIFC Data Protection Regulations. The Data Subject acknowledges and agrees that the Company may refuse or limit the erasure or blocking of Personal Data where such Processing remains necessary for the Company to comply with its legal obligations, including obligations under the AIFC AML/CTF legislation, regulatory record-keeping requirements, sanctions compliance, or where erasure would prejudice the legitimate interests of the Company or the rights of third parties, in accordance with AIFC Data Protection Regulation 17(6). If the Data Subject who is a Client of the Company requests the rectification, erasure, or blocking of Personal Data in a manner that renders it impossible for the Company to continue providing services, operating the Client’s Account, conducting Customer Due Diligence, or fulfilling legal or regulatory obligations, the Company shall be entitled to terminate the legal relationship with the Client in accordance with clause 19.4 of these Regulations and the applicable AIFC legislation.
17.8 The Client agrees that the Company may transfer any data owned or provided by the Client, including Personal Data, to the Company’s affiliates, agents, service providers or other Third-Party Providers, where such transfer is: (i) required under applicable law or pursuant to a lawful request of a competent authority; (ii) necessary for the performance of contractual obligations between the Client and the Company or for the execution of services involving such Third Party Providers; or (iii) required for the implementation of the Company’s internal policies and procedures, including those relating to risk management, compliance, IT security and operational support. Any transfer of Personal Data shall be carried out strictly in accordance with the AIFC Data Protection Regulations and AIFC Data Protection Rules governing domestic and cross-border transfers of Personal Data, including Articles 11 and 12. The Company shall ensure that such third parties are bound by appropriate contractual obligations requiring them to maintain the confidentiality, security, and lawful Processing of all transferred data.
17.9 The Client agrees that the Company may transfer the Client’s Personal Data to foreign jurisdictions, including jurisdictions that are not included in the list of jurisdictions with an adequate level of protection published under the AIFC Data Protection Rules. Any such transfer shall be carried out strictly in accordance with the requirements of the applicable AIFC Data Protection Legislation, including Articles 11 and 12 of the AIFC Data Protection Regulations, which require the Company to implement appropriate safeguards ensuring that the rights of the Data Subject are adequately protected. Such safeguards may include, where applicable, contractual clauses, written data-processing agreements, or other mechanisms permitted under the AIFC Data Protection Framework. The Company undertakes to ensure that any recipient of Personal Data outside the AIFC is bound by confidentiality and data protection obligations no less protective than those required under the AIFC Data Protection Legislation.
17.10 By accepting the terms of these Regulations, the Client expressly agrees that all telephone conversations and any other voice or electronic communications between the Client and the Company may be recorded, stored and used by the Company for the purposes of: (i) verifying Instructions and Orders; (ii) ensuring compliance with the Company’s regulatory obligations; (iii) resolving disputes; and (iv) fulfilling requirements of the applicable AIFC legislation, including the AIFC Data Protection Legislation and the AIFC Conduct of Business Rules. The Client acknowledges and agrees that such recordings may, where required by law or upon a lawful request, be disclosed to courts, competent governmental authorities, or the AFSA. All Instructions, requests, and Orders given by the Client by telephone or through other recorded electronic communication channels shall have full legal force and effect as if they had been submitted in writing, provided that such Instructions are authenticated and recorded in accordance with the Company’s internal procedures and applicable law.
17.11 All rights, title, and interest in and to any recordings, logs, transcripts, electronic messages, and other records created, stored, or maintained by the Company in connection with communications or transactions with the Client shall belong exclusively to the Company. Such records may be retained, processed, and used by the Company strictly in accordance with the applicable AIFC Legislation, including the AIFC Data Protection Legislation and the AIFC Conduct of Business Rules. The Client acknowledges and agrees that these records may be relied upon by the Company as admissible evidence in any judicial, administrative, regulatory or other proceedings, and shall have the same evidentiary value as original written documents, to the fullest extent permitted under the AIFC law.
17.12 By acceding to these Regulations and, where required, by providing explicit consent in the manner prescribed by the AIFC Data Protection Legislation, the Client acknowledges and agrees that the Company may collect, record, store, use and otherwise Process the Client’s Personal Data for the purposes specified in these Regulations, in accordance with Articles 8, 9 and 9-1 of the AIFC Data Protection Regulations. The Client further gives his voluntary, specific and informed consent to receive communications from the Company and its affiliated persons, including by telephone, email, SMS, mobile applications or other means of communication, for the purposes of: (i) providing information about products and services; (ii) conducting surveys and client satisfaction research; and (iii) other direct marketing activities permitted under the applicable AIFC Legislation. The Client acknowledges that such consent may be withdrawn at any time, free of charge and without prejudice to the lawfulness of Processing carried out prior to withdrawal, by submitting a written request to the Company or by using any opt-out mechanism provided by the Company, as required under Article 9-2 of the AIFC Data Protection Regulations.
17.13 By acceding to these Regulations, the Client acknowledges and agrees that, unless expressly permitted in writing by the Company, the Client shall not be entitled to make any audio, photographic or video recordings within the premises owned, leased or otherwise used by the Company or its affiliated persons. The Client further agrees that any audio, photographic or video materials that may be created on such premises, whether intentionally or accidentally, shall not be used, copied, disclosed, stored, published or otherwise processed by the Client without the prior written consent of the Company. This restriction is introduced to ensure compliance with the applicable AIFC Legislation, including the AIFC Data Protection Legislation, confidentiality obligations, and the Company’s internal security and information-protection procedures, and to prevent the unauthorized capture of Personal Data or confidential information belonging to the Company, its employees, Clients or any third parties. In case of breach of this provision, the Company reserves the right to take all measures permitted under applicable law, including restricting the Client’s access to the Company’s premises or services, terminating the relationship with the Client, and seeking legal remedies.
18. Dispute Settlement Procedure
18.1 Consideration of appeals, complaints and settlement of disputes between the Company and the Client shall be carried out in accordance with the Company’s Complaints Handling and Dispute Resolution Policy, developed in full compliance with Chapter 15 of the AIFC Conduct of Business Rules. The Client may submit a complaint to the Company in writing, including by electronic means, using the contact details specified in these Regulations or on the Company’s official website. The Company shall acknowledge receipt of the complaint and shall review and respond to the complaint within the timeframe required by the applicable AIFC Legislation and the Company’s internal policy. If the Client is not satisfied with the Company’s response, or if the Company fails to provide a response within the prescribed period, the Client has the right to refer the complaint to the Astana Financial Services Authority (AFSA), in accordance with the procedures established by AFSA for the submission and consideration of complaints. The Parties shall make all reasonable efforts to resolve disputes through negotiation and internal procedures before resorting to any external remedies.
19. Validity Period, Amendment and Termination of Legal Relations of the Parties
19.1 These Regulations enter into force upon the Client’s accession and remain in effect indefinitely. The Regulations govern the legal relations between the Parties throughout the term of their interaction, until such relations are terminated in accordance with these Regulations and the applicable AIFC Legislation.
19.2 The Company may amend or supplement these Regulations, including their annexes, unilaterally, to the extent permitted under the applicable AIFC Legislation. All amendments and additions introduced by the Company shall become effective and binding upon the Client after the expiration of five (5) calendar days from the date the Client is deemed to have been notified of such amendments and/or additions, unless a different effective date is expressly provided in the relevant amendment document. Notification may be carried out by any means specified in these Regulations, including publication of the updated version on the Company’s official website or by electronic communication to the Client. Continued use of the Company’s services after the effective date of the amendments shall constitute acceptance of the updated terms.
19.3 The Client is notified of amendments and/or additions to these Regulations by publishing messages on the Company's website www.titul-broker.kz, and, at the Company's discretion, is additionally notified in one of the ways specified in clause 16.1 of these Regulations.
19.4 The legal relations between the Parties arise from the moment the Client accedes to these Regulations or signs a brokerage agreement with the Company. Such relations may be terminated by either Party at any time, without the need for judicial proceedings and without an obligation to provide reasons, by delivering a written notice of early termination no later than ten (10) business days before the intended termination date, unless a different notice period is required under the applicable AIFC Legislation. Termination shall not affect any rights or obligations accrued prior to the effective date of termination, including the fulfilment of outstanding transactions, settlement of fees, commissions, or other payments due to the Company.
19.5 From the moment the notification of termination is sent, the Company does not execute any Orders of the Client, except for those aimed at: - liquidation/completion of transactions concluded pursuant to the Client’s Orders received prior to sending the notification of the Agreement termination to the Party. - carrying out final settlements with the Client. The previously started transactions are completed by the Company either in accordance with the Client’s Orders, or in the absence of such Orders, at the Company's discretion, at the current market prices.
19.6 When the Client sends a notification of terminating the Agreement, the said Agreement is considered terminated after 10 working days from the date of receipt by the Company of the notification in the absence of the Client’s outstanding obligations to the Company established by these Regulations. If the Client has outstanding obligations under the Regulations, the Agreement is deemed terminated upon the Client's full fulfillment of those obligations to the Company.
19.7 The Company has the right to terminate this Agreement unilaterally without compliance with the time requirements of prior written notification in the following cases: (a) if the Client violates the terms of this or any other agreement concluded between the Company and the Client, or if, in the opinion of the Company, the terms of this Agreement cannot be fulfilled; (b) If the Client directly or indirectly is the reason that the Company may be involved in fraudulent practices; (c) if the Company has reason to believe that the Client’s activity negatively affects the level of reliability or the performance of the Company's Electronic Communications Network; (d) If, during the inspection or investigation at the request of the Company or other competent authority, the Client did not provide the required information; (e) If the Client addressed the Company's employees in a blunt or insulting manner; (f) If the Client has provided false and misleading information. (g) If the Client, its controlling shareholder (up to beneficial owner), or any member of the Client’s group, or any director of any member of the Client’s group, has been designated by Sanctions obligatory in AIFC.
20. Annexes
Annex 1 – Contract for accession to the Regulations on provision of brokerage (agency) services in the securities market
Annex 2 (A) – Application form for Natural persons
Annex 2 (B) – Application form for Legal entities
Annex 3 – Fees and Tariffs Schedule
Annex 4 – Risk disclosure statement regarding the risks associated with operations in the securities market
Annex 5 – Client Classification