UniCap Securities Limited

1. INTRODUCTION

Welcome to UniCap Securities Limited ("UCSL", the "Company", "we", "us" or "our").

These Terms & Conditions ("Terms") govern access to and use of the website of UniCap Securities Limited, together with any information, publications, research, market information, digital services, online trading facilities, mobile applications, client portals and any other services or functionalities made available by the Company through its website or through any other authorised electronic channel (collectively, the "Website").

By accessing, browsing or using the Website or any digital service referred to in these Terms, you acknowledge that you have read, understood and agreed to be bound by these Terms, without limitation or qualification.

If you do not agree with these Terms, please do not access or use the Website or the relevant service.

These Terms should be read together with, and do not replace, any applicable client agreement, account-opening documentation, BO account terms, margin agreement, risk disclosure statement, online trading agreement, fee schedule, privacy policy, regulatory notice or other document applicable to a particular service (each, a "Specific Agreement").

Where a Specific Agreement, or applicable law, rule, regulation, directive or regulatory requirement, conflicts with these Terms, the Specific Agreement or the applicable legal or regulatory requirement shall prevail to the extent of the inconsistency.

2. DEFINITIONS AND INTERPRETATION

For the purposes of these Terms, unless the context otherwise requires:

• "Applicable Law" means the Securities and Exchange Ordinance, 1969; the Securities and Exchange Commission Act, 1993; the Depositories Act, 1999; the Companies Act, 1994; the Money Laundering Prevention Act, 2012; the Anti-Terrorism Act, 2009; the Cyber Security Act, 2023; the Personal Data Protection Ordinance, 2025; and any rule, regulation, directive, order, circular or notification issued thereunder or by BSEC, DSE, CSE, CDBL, Bangladesh Bank, BFIU, NBR or any other competent authority, in each case as amended, repealed, re-enacted or replaced from time to time;
• "BFIU" means the Bangladesh Financial Intelligence Unit;
• "BO Account" means a Beneficiary Owner's securities account maintained with CDBL;
• "BSEC" means the Bangladesh Securities and Exchange Commission;
• "Client" means a person or entity that has entered into an account-opening or other Specific Agreement with the Company for the provision of a regulated service;
• "Company Group" means UniCap Securities Limited, Union Capital Limited and their respective affiliates;
• "Services" means the brokerage, depository, margin financing, digital and online trading, research and other capital-market services referred to in Clause 5;
• "User" means any person who accesses or uses the Website, whether or not that person is a Client;
• "Website" has the meaning given in Clause 1.

Headings are for convenience only and do not affect the interpretation of these Terms. Words importing the singular include the plural and vice versa. A reference to a statute, rule or regulation includes any subordinate legislation made under it, as amended, repealed, re-enacted or replaced from time to time.

3. ABOUT UNICAP SECURITIES LIMITED

UniCap Securities Limited (UCSL) is a wholly owned subsidiary of Union Capital Limited.

UniCap Securities Limited was incorporated in Bangladesh on 9 October 1995 and operates as a capital-market intermediary licensed and regulated in Bangladesh.

UniCap Securities Limited is:

• a TREC Holder of Dhaka Stock Exchange PLC, TREC No. 163;
• a TREC Holder of Chittagong Stock Exchange PLC, TREC No. 082; and
• a Depository Participant of Central Depository Bangladesh Limited (CDBL), DP ID 19100.

UniCap Securities Limited provides capital-market services to retail, local institutional and international institutional clients, subject to Applicable Law and applicable regulatory approvals. Its services include brokerage and trade execution, clearing and settlement-related services, depository and BO-account-related services, margin financing, market information, research and other related capital-market services.

UniCap Securities Limited's public corporate information identifies it as a stockbroker and CDBL Depository Participant and confirms its DSE and CSE membership.

Nothing on this Website shall be interpreted as granting any regulatory authorisation, licence, registration or permission beyond those actually held by the Company.

4. REGULATORY FRAMEWORK AND LICENCES

UniCap Securities Limited operates within the regulatory framework applicable to securities-market intermediaries in Bangladesh, and its Services are subject, as applicable, to requirements, rules, regulations, directives, orders, circulars and instructions issued by:

• the Bangladesh Securities and Exchange Commission (BSEC), including the Bangladesh Securities and Exchange Commission (Stock Dealer, Stock Broker and Authorised Representative) Rules, 2000 and the Bangladesh Securities and Exchange Commission (Margin) Rules, 2025, each as amended from time to time;
• Dhaka Stock Exchange PLC (DSE) and its trading and settlement regulations;
• Chittagong Stock Exchange PLC (CSE) and its trading and settlement regulations;
• Central Depository Bangladesh Limited (CDBL), including the Depositories Act, 1999 and regulations made thereunder;
• Bangladesh Bank and the Bangladesh Financial Intelligence Unit (BFIU), including anti-money laundering and combating the financing of terrorism requirements;
• the National Board of Revenue (NBR); and
• any other competent governmental, regulatory, exchange, clearing, settlement or depository authority.

These Terms shall at all times be subject to Applicable Law, including amendments, replacements and new requirements introduced from time to time. In the event of any conflict between these Terms and Applicable Law, Applicable Law shall prevail.

5. SCOPE OF SERVICES

Depending on a Client's eligibility and applicable regulatory requirements, UniCap Securities Limited may provide or facilitate the following Services:

5.1 Brokerage and Trading Services

• securities brokerage and trade execution;
• DSE trading;
• CSE trading;
• clearing and settlement-related services;
• dedicated trading services;
• institutional and international brokerage services;
• block sourcing; and
• other permitted brokerage-related services.

5.2 Depository Services

• BO account-related services;
• CDBL depository services;
• securities custody and related services;
• transfer and settlement-related services; and
• other services permitted under the applicable CDBL framework.

5.3 Digital and Online Services

UniCap Securities Limited may provide electronic or digital facilities, including online trading, mobile or other electronic trading facilities, client portals and related digital services.

The availability and functionality of such services may vary depending on the applicable platform, Client eligibility, regulatory requirements and technical arrangements.

5.4 Margin Financing

UniCap Securities Limited may provide margin financing facilities to eligible Clients, subject to Applicable Law, BSEC requirements, the applicable Margin Agreement, internal policies and prevailing terms and conditions.

Margin financing involves additional investment risk and may result in losses exceeding a Client's expectations or available free resources.

The specific terms governing margin financing are set out in the applicable Margin Agreement and related documents.

5.5 IPO and Public Offering Services

UniCap Securities Limited may provide services relating to IPOs and other public offerings where permitted by Applicable Law.

Submission of an IPO or public-offering application does not guarantee allotment.

Eligibility, application procedures, deadlines, allocation, refund and other matters are governed by the applicable offering documents, regulatory requirements and instructions issued by the relevant authorities.

5.6 Research and Market Information

UniCap Securities Limited maintains research and market-information activities that may include:

• daily and weekly market publications;
• stock insights and valuation reports;
• IPO notes;
• mutual-fund insights;
• macroeconomic views;
• daily news summaries;
• sector and industry analysis;
• customised research;
• industry dashboards;
• customised indexes;
• analyst conference calls;
• road shows and reverse road shows; and
• other permitted research and analytical services.

These services are reflected in the Company's current published service information.

6. WEBSITE INFORMATION IS FOR INFORMATIONAL PURPOSES ONLY

Information available on the Website may include market, financial and economic information, research reports, company and securities information, market commentary, news summaries, statistics, charts, forecasts, valuation information, educational materials and other capital-market information.

Such information is provided primarily for general informational and educational purposes.

Unless expressly stated otherwise in a Specific Agreement, publication or service, such information does not constitute personalised investment, financial, legal, accounting or tax advice.

7. INVESTMENT AND MARKET RISK DISCLAIMER

Investment in securities involves risk.

The value and price of securities may increase or decrease, and investors may lose some or all of their invested capital.

Past performance is not necessarily indicative of future performance.

Market conditions may be affected by, among other things:

• economic conditions;
• interest rates;
• exchange rates;
• inflation;
• monetary and fiscal policies;
• political and regulatory developments;
• corporate events;
• liquidity conditions;
• investor sentiment;
• domestic and international events; and
• technological or operational disruptions.

UniCap Securities Limited does not guarantee:

1. any particular return on investment;
2. preservation of invested capital;
3. future performance of any security;
4. future market prices;
5. the accuracy of any forecast or projection; or
6. any particular outcome from an investment decision.

Investors should consider their own circumstances, investment objectives, financial position and risk tolerance before making investment decisions, and should obtain independent professional advice where appropriate.

8. RESEARCH AND ANALYTICAL MATERIALS

UniCap Securities Limited may publish research and analytical materials prepared by its research personnel, in accordance with its internal research and conflicts-of-interest policies (see Clause 19).

Such materials may contain opinions, assumptions, estimates, forecasts, valuations, target prices or other analytical judgments.

Research views may change without prior notice as market conditions, company fundamentals, economic conditions, regulatory circumstances or other relevant factors change.

Research reports are not intended to constitute individualised investment advice unless expressly provided under a separate arrangement that permits such service.

No research report should be interpreted as a guarantee of investment performance. Users should conduct their own assessment before making an investment decision.

9. IPO AND PUBLIC OFFERING DISCLAIMER

Information relating to IPOs, public offerings or other securities offerings may be provided for general informational purposes.

Users should carefully review the relevant prospectus, offer document, regulatory disclosures and other official documents before submitting an application.

UniCap Securities Limited does not guarantee:

• eligibility of an individual applicant;
• successful submission where the applicant fails to meet applicable requirements;
• allotment of securities;
• the number of securities allotted;
• the future market price of allotted securities; or
• any investment return from the securities.

All applications remain subject to Applicable Law and the rules and procedures applicable to the relevant offering.

10. MARGIN FINANCING AND MARGIN TRADING

Margin financing involves additional risk because investments are made partly or wholly using borrowed funds.

Where a Client receives margin financing from UniCap Securities Limited, the Client shall comply with the applicable Margin Agreement, Applicable Law and instructions issued by UniCap Securities Limited.

Margin requirements, eligible securities, financing limits, interest or other applicable charges, maintenance requirements, collateral requirements and related matters are governed by Applicable Law, the applicable Margin Agreement and prevailing Company policies.

Where required under Applicable Law or the applicable Margin Agreement, UniCap Securities Limited may take action to protect its interests, including requiring additional margin, liquidating collateral, restricting transactions or taking other permitted measures.

Clients should carefully understand the risks associated with margin financing before entering into such arrangements.

The current BSEC regulatory framework for margin financing is set out in the Bangladesh Securities and Exchange Commission (Margin) Rules, 2025, as amended, supplemented or replaced from time to time and as reflected on BSEC's current laws page.

11. ONLINE AND ELECTRONIC TRADING

UniCap Securities Limited may provide online, mobile or other electronic facilities for eligible Clients.

Electronic trading services may involve risks associated with:

• internet connectivity;
• telecommunications;
• network congestion;
• system capacity;
• software and hardware;
• cybersecurity;
• authentication;
• third-party technology;
• power failure;
• exchange connectivity;
• delayed or incorrect information; and
• other technical or operational circumstances.

UniCap Securities Limited will take reasonable measures to maintain the security and functionality of its systems but does not guarantee uninterrupted or error-free availability.

Specific terms applicable to electronic trading may be contained in a separate Online Trading Agreement or platform-specific terms.

12. ELECTRONIC INSTRUCTIONS AND ORDERS

Where electronic order placement or instructions are permitted, Clients are responsible for ensuring that:

1. their credentials are kept confidential;
2. their devices and communication channels are reasonably secure;
3. orders and instructions submitted through authorised channels are reviewed carefully;
4. transaction confirmations and statements are reviewed promptly; and
5. suspected unauthorised access or transactions are reported immediately.

Clients should not disclose passwords, PINs, OTPs, authentication credentials or other security information to unauthorised persons.

UniCap Securities Limited may take reasonable measures to verify, reject, suspend or restrict instructions where necessary to protect the Client, the Company, the market or to comply with Applicable Law.

13. USER ACCOUNTS AND SECURITY CREDENTIALS

Where registration or an account is required, Users are responsible for maintaining the confidentiality and security of their account credentials.

Users must immediately notify UniCap Securities Limited if they become aware of:

• unauthorised access;
• loss or theft of credentials;
• suspected account compromise;
• suspicious transactions;
• unauthorised instructions; or
• any other security incident.

UniCap Securities Limited may suspend or restrict access where it reasonably believes that an account or credential has been compromised or misused.

14. MARKET DATA AND THIRD-PARTY INFORMATION RIGHTS

The Website or digital services may contain information obtained from DSE, CSE, CDBL or other authorised information providers.

Market data may be subject to intellectual-property rights, licensing conditions, contractual restrictions and exchange requirements.

Users must not, without the required authorisation:

1. reproduce substantial portions of protected market data;
2. redistribute or commercially exploit exchange data;
3. sell or sublicense market data;
4. create unauthorised derivative data products;
5. systematically scrape or extract protected data;
6. remove ownership or proprietary notices; or
7. provide protected market data to third parties in violation of applicable licensing conditions.

UniCap Securities Limited's agreements with exchanges and data providers concerning market information impose confidentiality, security and restrictions on unauthorised distribution and use of such information.

15. ACCURACY AND TIMELINESS OF INFORMATION

UniCap Securities Limited makes reasonable efforts to maintain accurate information on the Website.

However, information may be delayed, incomplete, inaccurate or subject to subsequent correction. Market information may change rapidly, and information obtained from third parties may be outside the Company's direct control.

UniCap Securities Limited does not guarantee that all information available on the Website will always be:

• complete;
• accurate;
• current;
• uninterrupted;
• error-free; or
• available in real time.

Users should verify material information from the relevant authoritative source before relying upon it.

16. INTELLECTUAL PROPERTY RIGHTS

Unless otherwise stated, all intellectual-property rights relating to the UniCap Securities Limited Website and its original content belong to UniCap Securities Limited or its licensors.

This may include:

• trademarks;
• logos;
• website design;
• text;
• research reports;
• publications;
• graphics;
• images;
• databases;
• software;
• proprietary methodologies;
• compilations; and
• other proprietary materials.

All rights are reserved.

Users may access publicly available materials for lawful personal or internal informational purposes, subject to these Terms and any additional restrictions applicable to particular materials.

17. PROHIBITED USE OF CONTENT

Unless expressly authorised in writing, Users must not:

1. republish substantial portions of Website content;
2. reproduce protected materials for commercial purposes;
3. sell, rent or sublicense Website content;
4. create derivative commercial products from protected content;
5. systematically download or scrape Website information;
6. redistribute proprietary research;
7. remove copyright or proprietary notices;
8. misrepresent the source of information; or
9. use UniCap Securities Limited's name, trademarks or materials in a manner that implies unauthorised endorsement.

18. CLIENT MONEY, CLIENT ASSETS AND SEGREGATION

Where UniCap Securities Limited holds or receives money or securities on behalf of a Client in connection with a regulated Service, such money and securities shall be held and accounted for in accordance with Applicable Law, including the requirement to maintain Client funds in a designated consolidated customers' account separate from the Company's own funds, and to hold Client securities through the Client's own BO Account maintained with CDBL.

Client funds and securities shall not be commingled with the Company's proprietary assets, and shall not be used for the Company's own account or benefit, except as expressly permitted by Applicable Law or the relevant Specific Agreement.

The Company maintains internal records reconciling Client balances and holdings, and shall make such records available to BSEC, DSE, CSE, CDBL or other competent authority upon lawful request.

Nothing in this Clause imposes an obligation on the Company beyond what is required under Applicable Law and the relevant Specific Agreement.

19. CONFLICTS OF INTEREST

The Company maintains policies and procedures designed to identify, prevent and manage conflicts of interest that may arise between the Company, its directors, officers, employees, the Company Group and its Clients, including in connection with research, brokerage, margin financing, proprietary dealing and IPO-related services.

Where the Company acts for more than one Client in a transaction, or where the Company or an associated person has a material interest in a transaction or a conflict of interest with a Client, the Company shall take reasonable steps, consistent with Applicable Law and its internal conflicts-of-interest policy, to ensure fair treatment of the Client.

Research analysts are subject to internal policies restricting personal account dealing and requiring disclosure of material interests, where applicable, in accordance with Applicable Law.

Transactions between the Company and other members of the Company Group, including Union Capital Limited, are conducted on an arm's-length basis to the extent required by Applicable Law.

Nothing in this Clause obliges the Company to disclose confidential or proprietary information where disclosure would breach a duty of confidentiality owed to another client or contravene Applicable Law.

20. BEST EXECUTION AND ORDER HANDLING

The Company will take reasonable steps, consistent with Applicable Law, DSE and CSE trading rules and its internal order-handling procedures, to execute Client orders on terms most favourable to the Client, having regard to price, cost, speed, likelihood of execution and settlement, and other relevant factors.

Orders are executed subject to prevailing market conditions, exchange trading rules, circuit-breaker or price-band restrictions, system availability and any specific instructions given by the Client. The Company does not guarantee execution of any order at a specific price or within a specific time.

21. FEES, CHARGES, INTEREST AND TAXES

Use of the Services is subject to the Company's prevailing brokerage commission, margin interest, depository, custody and other fees and charges, as set out in the applicable fee schedule, Specific Agreement, or as otherwise notified by the Company from time to time.

All amounts payable by a Client are exclusive of applicable Value Added Tax, Advance Income Tax, stamp duty, exchange or CDBL levies, and any other tax, duty or statutory charge, which shall be borne by the Client except where Applicable Law requires the Company to bear such amount.

The Company may deduct applicable fees, charges, taxes and duties from a Client's account or transaction proceeds in accordance with Applicable Law and the relevant Specific Agreement.

22. PRIVACY, PERSONAL INFORMATION AND DATA PROTECTION

UniCap Securities Limited may collect and process information necessary for providing Services, operating the Website, maintaining security, complying with regulatory obligations and conducting legitimate business activities.

Depending on the service, information may include:

• name and identification information;
• contact information;
• NID, passport or other identification information;
• BO account information;
• trading information;
• financial information;
• tax information;
• KYC information;
• transaction records;
• communications;
• technical information; and
• other information required for regulatory or operational purposes.

Information may be processed or disclosed where necessary to comply with Applicable Law, court orders, exchange requirements, depository requirements or legitimate service requirements.

The Company processes personal data in accordance with Applicable Law, including the Personal Data Protection Ordinance, 2025 (as amended), to the extent applicable to the Company's operations, and its applicable Privacy Policy, which sets out further detail on the collection, use, storage, disclosure and retention of personal information.

23. KYC, AML/CFT AND SANCTIONS COMPLIANCE

UniCap Securities Limited conducts customer identification, verification, Know Your Customer (KYC), and anti-money laundering and combating the financing of terrorism (AML/CFT) screening in accordance with the Money Laundering Prevention Act, 2012, the Anti-Terrorism Act, 2009, and applicable guidelines and circulars issued by Bangladesh Bank, BFIU and BSEC, each as amended from time to time.

Such screening may include identity verification, source-of-fund and source-of-wealth checks, politically exposed person (PEP) screening, sanctions and adverse-media screening, and ongoing due diligence throughout the business relationship.

Users and Clients are required to provide accurate, complete and up-to-date information and documentation when requested, and to promptly notify the Company of any change in the information previously provided.

UniCap Securities Limited may refuse to onboard a client, decline, delay, restrict, suspend or terminate a transaction or service, or report a matter to BFIU or another competent authority, where required or permitted by Applicable Law or the Company's internal AML/CFT and sanctions-compliance policies.

The Company is not obliged to disclose to a Client or User the fact, timing or content of any suspicious-transaction assessment or report made to a competent authority, where such disclosure is prohibited by Applicable Law.

24. ANTI-BRIBERY, ANTI-CORRUPTION AND ETHICAL CONDUCT

The Company conducts its business in accordance with Applicable Law and maintains internal policies prohibiting bribery, facilitation payments and other corrupt practices by its directors, officers, employees and authorised representatives in connection with the Services.

Users and Clients must not offer, promise, give, solicit or accept any bribe, kickback, improper gift or other undue advantage in connection with any Service or dealing with the Company, its personnel or authorised representatives.

Any concern regarding suspected bribery, corruption or unethical conduct involving the Company may be reported through the Company's official communication channels referred to in Clause 33.

25. CYBERSECURITY AND PROHIBITED ACTIVITIES

Users must not:

1. attempt unauthorised access to UniCap Securities Limited systems;
2. bypass authentication or security controls;
3. introduce viruses, malware or malicious code;
4. interfere with Website or platform operation;
5. conduct unauthorised penetration or vulnerability testing;
6. use automated tools in a manner that adversely affects system performance;
7. scrape or extract information without authorisation;
8. impersonate another person;
9. use another person's account or credentials; or
10. engage in any unlawful or malicious activity, including any activity prohibited under the Cyber Security Act, 2023.

UniCap Securities Limited may take appropriate action, including restriction of access, preservation of evidence and notification to competent authorities, where necessary.

26. THIRD-PARTY TECHNOLOGY AND SERVICE PROVIDERS

UniCap Securities Limited may use third-party technology providers, market-data providers, communication providers, hosting providers, cybersecurity providers, software providers, payment-related service providers and other service providers.

Third-party providers may be subject to contractual confidentiality, security and service requirements.

UniCap Securities Limited will take reasonable measures in managing relevant third-party arrangements. However, the performance or availability of third-party services may depend on circumstances outside the Company's direct control.

27. THIRD-PARTY WEBSITES AND LINKS

The UniCap Securities Limited Website may contain links to external websites, including websites of regulators, stock exchanges, depositories, government agencies, financial institutions, news providers and other third parties.

Such links are provided for convenience and informational purposes.

UniCap Securities Limited does not necessarily control, endorse or guarantee the accuracy, security, availability or content of third-party websites.

Users access third-party websites at their own risk and should review the terms and privacy policies applicable to those websites.

28. SERVICE AVAILABILITY

UniCap Securities Limited may temporarily suspend, restrict or modify Website or digital services for:

• maintenance;
• upgrades;
• security;
• system testing;
• regulatory compliance;
• technical reasons;
• prevention of fraud or misuse;
• protection of clients; or
• other legitimate operational reasons.

Where reasonably practicable, advance notice will be provided for planned interruptions.

29. NO WARRANTY

To the maximum extent permitted by Applicable Law, the Website and its publicly available content are provided on an "as available" basis.

UniCap Securities Limited does not warrant that:

1. the Website will always be available;
2. the Website will always operate without interruption;
3. information will always be complete or error-free;
4. market information will always be available in real time;
5. third-party information will always be accurate; or
6. the Website will be free from every possible security threat.

Nothing in these Terms excludes any legal obligation or liability that cannot lawfully be excluded.

30. LIMITATION OF LIABILITY

To the maximum extent permitted by Applicable Law, the Company shall not be liable for indirect, incidental, special or consequential losses arising solely from a User's access to or use of the Website or publicly available informational content, including losses arising from:

1. reliance upon general market information;
2. reliance upon research or analytical content;
3. market movements;
4. interruption of third-party services;
5. internet or telecommunications failures;
6. system interruptions beyond the Company's reasonable control; or
7. force majeure events.

Nothing in these Terms shall exclude or limit liability to the extent such exclusion or limitation is prohibited by Applicable Law, or in circumstances where liability cannot legally be excluded.

31. INVESTMENT DECISION RESPONSIBILITY

Each investor is responsible for his or her own investment decisions unless a Specific Agreement or regulated service expressly provides otherwise.

Information available through the UniCap Securities Limited Website should not be interpreted as a guarantee of investment performance.

Investors should consider their own financial circumstances and obtain independent professional advice where appropriate.

32. CLIENT RESPONSIBILITIES

Clients and Users are responsible for:

1. providing accurate and complete information;
2. keeping their account information updated;
3. complying with Applicable Law;
4. protecting their credentials;
5. reviewing transaction confirmations and account statements;
6. promptly reporting apparent errors or unauthorised transactions;
7. complying with applicable Specific Agreements; and
8. paying applicable fees, charges, interest and other amounts properly due under the relevant agreement.

33. COMPLAINTS AND GRIEVANCE REDRESSAL

Clients should raise complaints or concerns with UniCap Securities Limited through the official communication channels set out in Clause 45.

UniCap Securities Limited will acknowledge and investigate complaints and seek to resolve them promptly, fairly and in accordance with its internal grievance-redressal procedures and Applicable Law.

Where a complaint is not resolved to the Client's satisfaction, or where Applicable Law provides a specific escalation route, the Client may refer the matter to BSEC, DSE, CSE, CDBL or another competent regulatory authority in accordance with the applicable regulatory complaint-handling mechanism.

Where a dispute is subject to a mandatory regulatory, exchange, depository or contractual dispute-resolution mechanism, that mechanism shall apply.

34. INDEMNIFICATION

To the extent permitted by Applicable Law, a User agrees to indemnify and hold harmless UniCap Securities Limited, its directors, officers, employees and authorised representatives against losses, liabilities, costs and reasonable expenses arising directly from:

1. a material breach of these Terms by the User;
2. unauthorised use of the Website or digital services;
3. unlawful or fraudulent conduct by the User; or
4. infringement of third-party intellectual-property rights resulting from materials supplied by the User.

This provision shall not apply to the extent the relevant loss results from circumstances for which UniCap Securities Limited is legally responsible.

35. FORCE MAJEURE

UniCap Securities Limited shall not be responsible for delay, interruption or failure to perform an obligation caused by circumstances beyond its reasonable control, which may include:

• natural disasters;
• floods;
• cyclones;
• earthquakes;
• fires;
• war;
• terrorism;
• civil unrest;
• governmental action;
• regulatory intervention;
• changes in law;
• exchange or depository system failure;
• power failure;
• telecommunications failure;
• internet disruption;
• cyberattacks despite reasonable security measures;
• third-party service failure; and
• other circumstances beyond reasonable control.

36. SUSPENSION OR TERMINATION

UniCap Securities Limited may suspend or restrict access to the Website or any digital service where reasonably necessary to:

1. protect Clients or the Company;
2. investigate suspected misuse;
3. address cybersecurity concerns;
4. comply with Applicable Law;
5. carry out maintenance or upgrades;
6. prevent fraud or unauthorised activity; or
7. comply with an order, instruction or decision of a competent authority.

Termination or suspension of Website access shall not automatically terminate any separate contractual relationship between UniCap Securities Limited and a Client.

37. NOTICES, COMMUNICATIONS AND LANGUAGE

Notices, statements, confirmations and other communications may be given by UniCap Securities Limited to a Client or User by post, courier, email, SMS, in-app or website notification, or through any other channel agreed under a Specific Agreement, using the contact details most recently provided by the Client or User.

A communication sent in accordance with this Clause is deemed received within a reasonable time in the ordinary course of the relevant means of transmission, unless the sender knows or ought reasonably to know that it was not received.

Clients and Users are responsible for promptly notifying the Company of any change to their contact details.

Where these Terms or any related document are made available in more than one language, the English-language version shall prevail to the extent of any inconsistency, unless Applicable Law requires otherwise.

38. RECORD RETENTION

UniCap Securities Limited retains Client records, transaction records, KYC/AML documentation and related information for the minimum period required under Applicable Law, including applicable BSEC and BFIU record-keeping requirements, and thereafter in accordance with its internal record-retention policy.

39. CHANGES TO THESE TERMS

UniCap Securities Limited reserves the right to amend, update or modify these Terms from time to time.

The updated version will be published on the Website and shall become effective from the date specified in the revised document.

Continued use of the Website after the effective date of revised Terms constitutes acceptance of the updated Terms, subject to Applicable Law.

40. GOVERNING LAW

These Terms shall be governed by and interpreted in accordance with the laws of Bangladesh.

Nothing in these Terms shall restrict the statutory powers or jurisdiction of BSEC, DSE, CSE, CDBL, Bangladesh Bank, BFIU, NBR or any other competent authority.

41. DISPUTE RESOLUTION AND JURISDICTION

Users should first contact UniCap Securities Limited to seek an amicable resolution of any complaint or dispute concerning the Website or an applicable service, in accordance with Clause 33.

Where a dispute relates to brokerage, trading, settlement, depository, margin financing, IPO or another regulated capital-market service, the dispute shall also be subject to:

• the applicable client agreement;
• applicable BSEC requirements;
• applicable DSE or CSE rules;
• applicable CDBL requirements; and
• any other mandatory regulatory or contractual dispute-resolution mechanism.

Where no mandatory mechanism applies, the competent courts of Bangladesh shall have jurisdiction, with the courts of Dhaka having jurisdiction to the extent permitted by Applicable Law.

42. SEVERABILITY, WAIVER AND ASSIGNMENT

If any provision of these Terms is determined to be invalid, unlawful or unenforceable, that provision shall be modified or severed to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

Failure by UniCap Securities Limited to enforce any provision of these Terms shall not constitute a waiver of its right to enforce that provision at a later time.

UniCap Securities Limited may assign, novate or transfer its rights and obligations under these Terms, in whole or in part, to any Company Group entity or to a successor in connection with a merger, reorganisation or transfer of business, subject to Applicable Law.

A User or Client may not assign or transfer any right or obligation under these Terms without the Company's prior written consent, except as permitted under a Specific Agreement.

43. RELATIONSHIP WITH UNION CAPITAL LIMITED; NO PARTNERSHIP OR AGENCY

UniCap Securities Limited is a wholly owned subsidiary of Union Capital Limited. These Terms govern the use of the UniCap Securities Limited Website and Services only.

Unless expressly stated otherwise in a separate agreement, nothing in these Terms creates any contractual obligation, guarantee or liability on behalf of Union Capital Limited. Services provided by Union Capital Limited or any other Company Group entity are governed by their respective terms, agreements and regulatory requirements.

Nothing in these Terms creates a partnership, joint venture, agency, fiduciary relationship or employment relationship between a User and UniCap Securities Limited unless expressly established by a separate written agreement.

44. ENTIRE AGREEMENT

These Terms, together with the applicable Privacy Policy, notices, service-specific terms, Specific Agreements and other documents expressly incorporated by reference, constitute the terms governing use of the UniCap Securities Limited Website.

Specific agreements governing client accounts, brokerage, margin financing, online trading, depository services or other services continue to apply according to their respective terms.

45. CONTACT INFORMATION