General Terms and Conditions

Chocolate Finance

Last updated: September 2026

These Terms and Conditions set out the essential terms and conditions that govern the operation of the Account.

By ticking the relevant checkbox in the Mobile Application and agreeing to open an Account, the Customer agrees to these Terms and Conditions and confirms that the Customer has read them and the Fund Documents for the relevant Sub-Fund. The Manager acts on the Customer’s Instructions. The Manager gives no advice and makes no recommendation to Customers.

Chocolate Finance is operated in the United Arab Emirates by Chocolate Finance for Managing Investments of Investment Funds - L.L.C - S.P.C, commercial registration number CN-5711927, licensed and regulated by the Capital Market Authority under two licences: Category Two, Dealing in Investment, for the activity of Investment Fund Management, under licence number 20200000382; and Category Five, Arrangement and Advice, for the activities of Financial Consultations, Introduction and Promotion, under licence number 20200000381.

The Manager’s registered office is at Al Ma’Mourah, Khalifa Industrial Zone, Area 8, Abu Dhabi, United Arab Emirates.

The Manager is not a bank. It is not licensed or supervised by the Central Bank of the United Arab Emirates, and the Customer has no recourse to any complaints body established for the customers of banks or insurers. Complaints are dealt with under section 24.

No deposit-guarantee scheme and no investor-compensation scheme in the United Arab Emirates covers the Customer’s investment.

The Account is not a deposit. The Customer’s money is invested in Units of investment funds. The value of Units can fall as well as rise, and the Customer may get back less than the amount invested.

1. Definitions

For the purposes of the Terms and Conditions, the following words and phrases shall have the following meaning:

“Account” shall mean an investment account opened in the Customer’s name with the Manager for the purpose of subscribing for, holding and redeeming Units of one or more Sub-Funds.

“Agreement” means the binding contractual arrangement constituted by and incorporating the provisions of this document, comprising Part 1 (General Terms and Conditions) and Part 2 (App & Website Terms and Conditions (Application Agreement)), which collectively govern the rights and obligations of the parties to it, as amended from time to time.

“Affiliate” shall have the meaning as set out in section 8.3 herein.

“Applicable Law” shall mean all relevant statutes, subsidiary legislation, regulations, rules, orders, guidelines, notices, directions, circulars, and binding administrative or judicial determinations, whether of the United Arab Emirates or of any applicable foreign jurisdiction, that are in effect and enforceable at the time of their application.

“Application” shall mean account opening within the Mobile Application.

“Authorised Investment” means Units of a Sub-Fund of the Fund.

“Authorised Person” means, in relation to a Customer, one or more natural person whose authority to give Instructions on behalf of the Customer has been notified to, and accepted by, the Manager in accordance with these Terms and Conditions. Where the Customer is an entity, Authorised Person includes each director, officer, employee, or agent so accepted by the Manager.

“Business Day” has the meaning given to it in the Fund Documents.

“Class” or “Class of Units” has the meaning given to it in the Prospectus.

“Custody Agreement” has the meaning given to it in the Prospectus.

“Compensation” means any reward that the Manager provides in respect of a Referral, in the form set out in section 25.7.3.

“Computer Virus” shall mean any computer code that would damage or corrupt the data or integrity of data, storage media, other computer programs or computer systems or network or disrupt, disable, harm, interfere or otherwise impede in any manner the operation of or communications between computer hardware, software, firmware, computers, computer systems or networks.

“Contract Currency” shall mean the currency selected by the Customer in respect of an Account, where applicable. The Contract Currency may be in United States Dollars or United Arab Emirates Dirham or such other currency made available by the Manager.

“Chocolate Group” has the meaning given to it in the Prospectus.

“Customer” means the individual or entity in whose name the Account is opened and maintained. Where the Customer is an individual, Customer includes that individual’s executor, administrator, and personal representative. Where the Customer is an entity, Customer includes that entity’s successor by operation of law. Customer includes a permitted transferee only where these Terms and Conditions expressly allow a transfer of the Account to that transferee and the Manager has confirmed acceptance in writing.

“Data Protection Notice” means the Manager’s notice of the same name, as amended from time to time, which sets out how the Manager processes the Customer’s personal data, the Customer’s rights in relation to that data and the Manager’s data-breach commitments, and which is available in the Mobile Application and at www.kelvin-dev.click.

“Distributor” has the meaning ascribed to such term under Section 3.4 of the Prospectus.

“Fund” means Chocolate Global Funds, the United Arab Emirates umbrella fund with segregated liabilities Sub-Funds established in accordance with the Funds Regulations, as further described in the Prospectus.

“Funds Regulations” means the Chairman of the Authority’s Board of Directors’ Decision No. (01/RM) of 2023 concerning the Regulation as to Investment Funds, as may be amended from time to time.

“Fund Documents” means the Prospectus, the Sub-Fund Supplement for the relevant Sub-Fund, and the Key Investor Information Document for the relevant Sub-Fund, in each case as approved by the Authority and as amended, supplemented or replaced only in accordance with the Funds Regulations and the Authority’s approval requirements. The Fund Documents are available in the Mobile Application and at www.kelvin-dev.click.“UAE Corporate Tax Law” means Federal Decree-Law No. 47 of 2022 on the Taxation of Corporations and Businesses, as amended, and any regulations, decisions or guidance issued thereunder.

“Instruction” shall mean any request from the Customer or their Authorised Person given in accordance with these Terms and Conditions, including a request relating to the opening of an Account, the subscription, redemption, conversion or transfer of Units of a Sub-Fund, or the termination of an Account, given via the Mobile Application or by another means of communication permitted under section 7, in each case subject to the Manager’s acceptance of such request, such acceptance not to be unreasonably withheld.

“Interested Person” shall have the meaning as set out in section 10.1.3 herein.

“Manager” shall mean Chocolate Finance for Managing Investments of Investment Funds - L.L.C - S.P.C (commercial registration number CN-5711927), a company incorporated under the laws of the United Arab Emirates, acting in its capacity as fund manager, global distributor and registrar and transfer agent of the Fund.

“Mobile Application” shall mean the digital platform (also referred to as the “Digital Platform”) provided by the Manager for opening and managing the Account, viewing the Customer’s holdings, effecting Transactions, and for communication between the Customer and the Manager, delivered using mobile technologies.

“Net Asset Value” means the net asset value of each Class or Sub-Fund, as relevant, calculated in accordance with the Prospectus.

“Portfolio” shall mean monies and other investments and assets from time to time held in or credited to the Account.

“Subscription Bank” means Standard Chartered Bank (UAE Branch), or such other bank appointed by the Manager from time to time, to receive subscription monies on behalf of the Fund pending the issue of Units, as named in the Prospectus.

“Custodian” means Standard Chartered Bank (UAE Branch), or such other entity appointed as custodian in respect of the Fund by the Manager from time to time pursuant to the Custody Agreement.

“Authority” means the UAE financial regulatory authority, the Capital Market Authority (formerly known as the Securities and Commodities Authority).

“Prospectus” means the prospectus of the Fund, as amended, supplemented or replaced from time to time.

“Sub-Fund” means a segregated sub-fund of the Fund, such as the Chocolate Global Income Fund, as further described in the Prospectus.

“Unit” means a unit of any Class within any Sub-Fund of the Fund, and “Unitholder” means a holder of Units.

“Services” shall mean the Mobile Application, electronic services and any other services provided by the Manager.

“Terms and Conditions” means the specific provisions, stipulations, requirements, and rules set out in this document that regulate the use of the products, services, or facilities described herein and form part of the Agreement, as amended or replaced from time to time.

“Transaction” shall mean any transaction effected under the Customer’s Account in respect of any investment, and includes purchase, subscription, switch, transferring, disposal and redemption of any investment.

“Treasury Department” shall mean the United States Treasury Department.

“US Person” has the meaning given to “U.S. Person” in the Prospectus.

“US Tax Code” shall mean the United States Internal Revenue Code of 1986, as amended.

“Website” shall mean the internet-based portal owned and/or operated by the Manager at www.kelvin-dev.click.

1.1. References

(i) References to “Customer” and “Manager” shall include any respective successors and permitted assigns thereat.

(ii) References to “sections” are sections of these Terms and Conditions.

(iii) Where appropriate, terms in the singular shall include the plural and vice versa and all references to any particular gender shall include all genders.

(iv) The headings to these Terms and Conditions are set out for ease of reference only and shall have no legal effect.

v) A capitalised term used in this document that is not defined in section 1 has the meaning given to it in the Fund Documents.

1.2. Order of precedence

These Terms and Conditions govern the Customer’s use of the Website, the Mobile Application and the operational aspects of the Customer’s relationship with the Manager that are not addressed in the Fund Documents. If and to the extent there is any conflict or inconsistency between these Terms and Conditions and the Fund Documents in relation to the Fund, the Sub-Fund, Units, fees, redemption or the Top-Up Feature, the Fund Documents prevail.

2. Disclaimer

Neither the Manager nor any of their respective subsidiaries, officers, employees or agents guarantee the maintenance or return of the capital invested by the Customer, or the performance of any investment or the Customer’s Account. The Manager does not guarantee that the Customer’s investment objective or particular need will be achieved through any investment made via such Customer’s Account, the success of the Customer’s Account, any repayment of capital, any particular rate of capital or income return or, other than in the Fund Documents, make any representation concerning the investments made via the Customer’s Account, including any representation with respect to income tax and other taxation consequences of such investments. The Manager will not make any investments on the Customer’s behalf via his/her Account without the Customer’s instructions to do so. In making available to the Customer his/her Account and any investment, the Manager has not taken and will not take into consideration the investment objectives, financial situation or particular needs of any particular person. Before the Customer makes an investment decision, the Customer needs to read the Fund Documents and consider, with or without the assistance of a Distributor, whether the investments the Customer intends to make via the Customer’s Account are appropriate in the light of the Customer’s particular investment needs, objectives, risk profile and financial circumstances. The Customer acknowledges that, other than on the Fund Documents, the Customer will place no reliance on the Manager in making any investment decision. Investment via the Customer’s Account requires consideration of all risks involved when investing, and in some cases of the particular risks associated with the specific investments the Customer intends to invest in.

3. Investing through the Customer’s Account

3.1. Important: Read and retain these Terms and Conditions for future reference. All enquiries about an Account or these Terms and Conditions should be directed to the Manager. The Manager may decline an application to open an Account. It will tell the applicant of its decision within a reasonable time and will give its reason, unless Applicable Law prevents it from doing so. The meanings of the defined terms used in these Terms and Conditions are set out in the section titled Definitions of this Agreement.

3.2 The Customer’s Account

3.2.1. The Customer must open an investment account with the Manager before the Customer can perform any Transaction.

3.2.2. The Customer may open one Account. The Customer may make investments in or through an Account and such investments will be held under the Account specified by the Customer at the time of the Customer’s investment or application (as the case may be). All Transactions under any Account shall be subject to these Terms and Conditions and the Fund Documents.

3.2.3. If applicable, the Customer will be required to select a Contract Currency for each Account opened by the Customer.

3.2.4. The Manager may, from time to time, make available additional features and enhancements to any of the Accounts, and the availability of such additional features and enhancements is subject to these Terms and Conditions and to any specific terms for that feature that the Manager notifies to the Customer in accordance with section 23.3 before the Customer uses it.

3.3. Types of Accounts

3.3.1. Accounts may be opened by (i) individuals who have attained the age of eighteen (18) years, or (ii) entities incorporated and registered in any jurisdiction, in each case provided that they meet the eligibility criteria applicable to the relevant Class of Units set out in the Prospectus and are not Restricted Persons (as defined in the Prospectus).

3.4. Investments held in the Customer’s Account

The Manager will provide the Customer with electronic confirmation of all investments held on the Customer’s behalf at least monthly, or at any greater frequency required by Applicable Law.

3.5 Custodial services

3.5.1. The Manager will provide to the Customer, by electronic means, such reports or information relating to investments as required by Applicable Law. Where not required by Applicable Law, the Manager may, at its discretion, provide other information received from the Custodian or Fund Administrator or other service provider.

3.6 Safeguarding of subscription monies

3.6.1. Customer monies received for subscription for Units shall be paid to the Subscription Bank for the account of the Fund pending the issue of Units, in accordance with the Prospectus.

4. How the Customer’s Account works

4.1. Investing in Funds

(i) All Accounts allow the Customer, as the investor, to make the Customer’s investment decisions. The Fund Documents for the relevant Sub-Fund set out the risks associated with the Customer’s choice of investments.

(ii) An Instruction to subscribe for, redeem, transfer or convert Units is irrevocable once the Manager has received it through the Mobile Application, except where the calculation of the Net Asset Value is suspended, as set out in the Fund Documents. If the Customer asks the Manager to cancel or amend an Instruction before the Cut-Off Time on the Dealing Day on which it is to be dealt with, the Manager will make all reasonable attempts to do so, and will tell the Customer if it cannot do so.

4.1.1. Subscriptions and acquisitions

(i) The Customer may, from time to time, make an order to subscribe for or otherwise acquire Units in one or more Sub-Funds through an Account by sending an Instruction via the Mobile Application, and by paying the subscription monies to the Subscription Bank in the manner specified in the Mobile Application.

(ii) The Manager will arrange settlement of a subscription Instruction via subscription for Units of the relevant Sub-Fund directly with the Fund, in accordance with the Prospectus. The Settlement Date, and what happens if cleared subscription monies are not received by it, are set out in the Fund Documents.

(iii) Subscription monies must be remitted from a bank account held in the Customer’s name with a financial institution acceptable to the Manager. Where the Customer is an individual, the Customer represents that the Customer is the beneficial owner of the subscription monies. Where the Customer is an entity, the Customer represents that the subscription monies are the Customer’s own monies and are not received, held, or paid on trust, escrow, agency, or nominee basis for any third party, unless the Manager has approved the arrangement in writing after completing its due diligence.

4.1.2. Withdrawals and redemptions

(i) The Customer may, from time to time, request to redeem the Customer’s Units under an Account, by sending a withdrawal Instruction via the Mobile Application. The Manager will arrange settlement of any such withdrawal Instruction via redemption of Units of the relevant Sub-Fund directly with the Fund, in accordance with the Prospectus.

(ii) Redemption proceeds will be paid only to a bank account held in the Customer’s name with a financial institution acceptable to the Manager. Where the Customer is an entity, the Customer represents that the redemption proceeds will be received for the Customer’s own account and not for any third party, unless the Manager has approved the arrangement in writing after completing its due diligence.

4.1.3. Transfers between Accounts of the same Customer

The Customer may request to transfer the Customer’s investments or monies from one Account to another Account. The Manager will carry out such a request unless doing so would breach the Fund Documents or Applicable Law, or the Manager has not yet completed a check that Applicable Law requires it to make. Where the Manager does not carry out the request, section 7.6 applies.

4.1.4. Transfers between Customers

The Customer may, from time to time, instruct the transfer of the Customer’s Units to another customer of the Manager via the Mobile Application (subject to such functionality becoming available in the Mobile Application). A transfer is dealt with in accordance with the Fund Documents, which set out the conditions that the transferee must meet and the grounds on which the Manager may refuse, suspend or delay a transfer.

4.1.5. Switches and conversions

The Customer may, from time to time, convert Units of one Class or Sub-Fund into Units of another Class or Sub-Fund by sending the relevant Instruction via the Mobile Application. A conversion is dealt with in accordance with the Fund Documents, which set out the Classes and Sub-Funds between which Units may be converted and the Conversion Day and Cut-Off Time that apply.

4.1.6. Distribution and reinvestment of income

Whether a Class of Units accumulates its earnings or distributes them is set out in the Fund Documents. Any dividend is paid to the Customer in accordance with the Fund Documents.

4.1.7. Transactions and turnaround time

(i) All the Customer’s Transactions in Funds are subject to the minimum subscription amount, the minimum subsequent subscription amount and the minimum holding amount, and to any Maximum Investment Amount per Investor, if any, as set out in the Sub-Fund Supplement for the relevant Sub-Fund.

(ii) The Customer’s Transactions will be processed in accordance with these Terms and Conditions and the Fund Documents.

(iii) The Dealing Day and the Cut-Off Time for each Sub-Fund, and the treatment of an Instruction received after the Cut-Off Time, are set out in the Fund Documents.

(iv) Units are subscribed for at the Subscription Price and redeemed at the Redemption Price determined in accordance with the Fund Documents for the Dealing Day on which the Instruction is dealt with. The Customer will not know the price when giving the Instruction, because the price is determined after the Cut-Off Time.

(v) The Manager will process Instructions and settle Transactions within the periods set out in the Fund Documents.

4.1.8. Deferment of transactions and valuation

The Manager may temporarily suspend the determination of the Net Asset Value per Unit of a Class, and the issue, redemption and conversion of Units, and may defer part or all of the requests received on a day, only in the circumstances and in the manner set out in the Fund Documents. The Fund Documents also set out how a suspended or deferred request is treated. The Manager will give the Customer notice of a suspension in accordance with section 6.1. The Manager is not liable to the Customer for loss caused by a suspension or deferral made in accordance with the Fund Documents. This does not affect the Manager’s liability under section 9.1.1.

4.1.9. Termination and winding-up of funds

The Customer acknowledges and agrees that:

(i) The Manager will give the Customer notice of the termination or winding-up of any Sub-Fund in which the Customer holds Units, and of any closure of such a Sub-Fund to further investment, in accordance with the Fund Documents and Applicable Law;

(ii) if notice of termination and/or winding-up of a Fund is given and units in the Fund under the Customer’s Account are to be redeemed, the Manager shall use the proceeds from such redemption to subscribe into other Funds only if it receives the relevant Instruction from the Customer within the period stated in the notice of termination and/or winding-up. In the absence of such Instructions, the Manager shall pay the proceeds of such redemption to the Customer.

(iii) the Manager may close a Sub-Fund or a Class to further subscriptions, or suspend the issue of Units, only where and as the Fund Documents and the Funds Regulations permit, and will give the Customer notice under paragraph (i).

(iv) The Customer authorises the Manager to redeem the Customer’s investments (if any) in any Fund with a stipulated maturity date upon its maturity as specified in the offering document for that Fund and pay the proceeds from such redemption to the Customer. The Manager shall use the proceeds to subscribe into other Funds only if it receives the relevant Instruction to do so from the Customer on or before the maturity of the first Fund.

4.1.10. Fund information and reports

The Customer consents to receiving Fund reports by electronic means via the Mobile Application, including by provision of an electronic link to the relevant reports. The latest Fund reports are available from the Manager, on the Website and in the Mobile Application within the periods required by the Funds Regulations.

5. Appointment and functions of the Manager

5.1. The Customer appoints the Manager to open and operate the Account, to act on the Customer’s Instructions in relation to Units of the Sub-Funds, and to provide the other Services set out in these Terms and Conditions. The Manager acts only on the Customer’s Instructions. The Manager does not exercise investment discretion for the Customer, does not select investments for the Customer, and does not give advice or make any recommendation. The Customer decides whether to subscribe for, hold, convert, transfer or redeem Units. The Manager manages each Sub-Fund itself, in its capacity as fund manager of the Fund, in accordance with the Fund Documents.

5.2. These Terms and Conditions take effect when the Customer accepts them in the Mobile Application. The Manager will not open the Account or act on any Instruction until it has completed its know-your-customer and anti-money laundering checks in respect of the Customer and is satisfied with the outcome.

6. Rights in respect of authorised investments

6.1. The Manager will give the Customer the notices and information that the Fund Documents and Applicable Law require to be given to a Unitholder, including notice of a general meeting of Unitholders, notice of any suspension of the calculation of the Net Asset Value, and notice of any change to a Sub-Fund that must be notified to Unitholders. The Manager is not responsible for forwarding to the Customer any other document it receives in relation to an Authorised Investment.

6.2. Voting rights and other rights attaching to Units registered in the Customer’s name belong to the Customer, who may exercise them in accordance with the Fund Documents and the Funds Regulations. The Manager will not exercise those rights for the Customer unless the Customer instructs it to do so. Where a takeover, merger, consolidation, reorganisation, receivership, liquidation, bankruptcy, compromise or arrangement affects a Sub-Fund in which the Customer holds Units, the Manager will notify the Customer as required by the Fund Documents and Applicable Law.

7. Instructions

7.1. The Customer authorises the Manager to act on any Instructions given by the Customer or by an Authorised Person accepted by the Manager (and such Authorised Person may give a valid receipt and discharge to the Manager in each case until receipt by the Manager of written notification from the Customer of a change or cancellation of such authority, accompanied, where the Customer is an entity, by a board resolution or equivalent evidence of authority in a form satisfactory to the Manager).

7.2. Subject to section 7.3, all Instructions and communications to the Manager in connection with the Agreement shall only be effective upon receipt and acceptance by the Manager.

7.3. An Instruction to subscribe for, convert, transfer or redeem Units must be given through the Mobile Application. Other Instructions and communications may be given in writing, by email, by WhatsApp, by telephone or in person, through the channels that the Manager publishes in the Mobile Application and on the Website from time to time, as may be directed by the Manager. Before acting on an Instruction, the Manager will take reasonable care to satisfy itself that the Instruction has been given by the Customer or by an Authorised Person. Other than an Instruction given via the Mobile Application, if the Manager acts on an Instruction that was not in fact given by the Customer or by an Authorised Person, the Manager bears the resulting loss, if any. The Customer bears that loss only if the Customer acted fraudulently or failed to keep the Customer’s security credentials secret, and then only so far as that fraud or failure caused the loss.

7.4. In the event of receiving conflicting or ambiguous Instructions, the Manager may refuse to act on those Instructions until it has received unequivocal Instructions from or on behalf of the Customer. The Manager may carry out an Instruction given by telephone or by another means before it receives written confirmation, or may wait until it receives that confirmation. The Manager may refuse to act on an Instruction if the Manager reasonably believes that acting on it would breach Applicable Law, or if, having taken reasonable care, the Manager is not satisfied that the Instruction is genuine or was given by the Customer or by an Authorised Person. Section 7.6 applies where the Manager refuses to act.

7.5. The Customer agrees, from time to time, to sign (or cause to be signed on its behalf) all such documents, whether in physical form or by way of electronic acknowledgement or consent through the Mobile Application or other electronic means permitted under Federal Decree-Law No. 46 of 2021 on Electronic Transactions and Trust Services, as amended, and to provide all such information as the Manager may reasonably require in connection with the Agreement.

7.6. The Manager will act on an Instruction given by the Customer or by an Authorised Person in accordance with these Terms and Conditions and the Fund Documents. The Manager may decline to act on an Instruction only on a ground set out in these Terms and Conditions or in the Fund Documents, or where Applicable Law requires or permits it to decline. Where the Manager does not act on an Instruction, it will tell the Customer within a reasonable time and will give its reason, unless Applicable Law prevents it from doing so.

7.7. The Manager may rely on a document that appears to it to be genuine and in order, provided that it has taken reasonable care to satisfy itself that the document is genuine and in order.

7.8. Where the Customer is an entity:

7.8.1. the Customer shall deliver to the Manager, in a form acceptable to the Manager, evidence of authority identifying each Authorised Person and the scope of that person’s authority, including any additional approvals required and any transaction limits, imposed by the entity on the Authorised Person.

7.8.2. the Manager will treat an Instruction as valid only if it is given by an Authorised Person accepted by the Manager.

7.8.3. any appointment, revocation, or change of an Authorised Person takes effect only when received by the Manager and confirmed by the Manager through the Mobile Application or another written confirmation process. The Manager will confirm an appointment, revocation or change without undue delay once it has the evidence of authority it requires.

7.8.4. the Customer is responsible for its own internal governance, including the appointment, revocation or change of an Authorised Person. The Manager is not required to verify internal compliance with the Customer’s constitution, internal policies, shareholder arrangements, or internal delegations, beyond the evidence of authority provided by the Customer and which the Manager has accepted.

7.8.5. the Manager may require additional authorisation, authentication or verification for any Instruction, and may suspend processing of that Instruction until the verification is completed, where the Manager reasonably considers this necessary to confirm that the Instruction is genuine, to protect the Customer or the Account, or to comply with Applicable Law. Section 7.6 applies where processing is suspended.

8. Authority

8.1. During its appointment, the Manager will act on the Customer’s Instructions in relation to the Portfolio and will do what is reasonably necessary to give effect to those Instructions, in accordance with these Terms and Conditions and the Fund Documents.

8.2. The Customer authorises the Manager to do, on the Customer’s behalf, the acts that are reasonably necessary to give effect to the Customer’s Instructions and to comply with Applicable Law in relation to the Account and the Portfolio. This authority is subject to section 19.1 and may not be used for any other purpose.

8.3. The Customer acknowledges that the Manager may appoint a person to act for the Manager in performing the Services, including a service provider that operates or supports the Website or the Mobile Application, processes Instructions, or carries out checks that the Manager must make under Applicable Law, whether in the United Arab Emirates or elsewhere. Each person so acting for the Manager is referred to in this Agreement as an “Affiliate” of the Manager. Neither the Manager nor any Affiliate holds the Customer’s Units or monies for the Customer. Units are registered in the Customer’s name, and the assets of each Sub-Fund are held by the Custodian in accordance with the Fund Documents. Where the Fund Documents or Applicable Law require the approval of the Authority for a delegation or appointment, the Manager will obtain that approval before making it.

8.4. Without prejudice to the generality of the foregoing, and during the continuance of its appointment, the Manager shall be empowered to:

8.4.1. give instructions to the Custodian or a sub-custodian, so far as necessary to give effect to the Customer’s Instructions in respect of the Customer’s Units, in accordance with section 19.1; and

8.4.2. prepare and give to the Customer, in electronic form, the information and documents that these Terms and Conditions, the Fund Documents, and Applicable Law require.

8.5. The Manager may delegate the performance of any of its functions under this Agreement to an Affiliate of the Manager, so far as Applicable Law and the Fund Documents permit. A function that may only be performed by a person licensed by the Authority shall be delegated only to a person so licensed. The Manager may give the Affiliate the information about the Customer and the Portfolio that it needs in order to perform the delegated function, in accordance with the Data Protection Notice. The Manager remains liable to the Customer for anything so delegated as if the Manager had done it itself.

9. Important information for account holders

9.1. The Manager’s liability

9.1.1. The Manager is liable to the Customer for loss caused by the Manager’s own negligence, wilful default or fraud. The Manager is not liable for indirect or consequential loss of any kind, including loss of profit, and is not liable for punitive damages. Nothing in these Terms and Conditions excludes or limits any liability that cannot lawfully be excluded or limited.

9.1.2. Subject to section 9.1.1, the Manager is not liable to the Customer for loss suffered or incurred by the Customer as a result of a Transaction that the Customer decided to make, or decided not to make, on the basis of factual information provided by the Manager.

9.1.3. Except as expressly set out in these Terms and Conditions, the Manager gives no other warranty or representation. This does not affect the Manager’s duty to provide the Services with reasonable skill and care, and does not exclude or limit any warranty, representation, term or right that cannot lawfully be excluded or limited.

9.1.4. Section 21 sets out when the Manager is not responsible for a failure or delay caused by an event beyond the Manager’s control.

9.1.5. A Distributor appointed by the Manager acts under the Manager’s responsibility, as set out in the Prospectus. A Distributor has no authority to give advice or to make any representation on the Manager’s behalf.

9.1.6. The officers and employees of the Manager are not authorised to make any representation that is inconsistent with these Terms and Conditions or the Fund Documents and any such representation shall be void.

9.2. The Customer’s liability

9.2.1. The Customer agrees to indemnify the Manager against any claim, liability, expense, loss or cost, including reasonable legal costs, suffered or incurred by the Manager as a result of:

(i) any breach by the Customer of these Terms and Conditions;

(ii) any fraud or wilful misconduct by the Customer; and

(iii) any failure by the Customer to comply with Applicable Law in connection with the Customer’s Account.

9.2.2. This obligation is a continuing obligation, independent of the Customer’s other obligations under any agreement which the Customer may have with the Manager. It continues after termination of the Customer’s Account. The indemnity in section 9.2.1 does not cover any fine or penalty imposed on the Manager for the Manager’s own breach of Applicable Law, or any loss caused by the Manager’s own negligence, wilful default or fraud.

9.2.3. The Customer’s total liability under section 9.2.1 is limited to the value of the Portfolio at the time the claim arises.

9.3. Risks

9.3.1. As with any investment, there are risks involved with the Customer’s investments made through the Customer’s Account. The Customer should read the risk factors in the Fund Documents for the relevant Sub-Fund before giving an Instruction.

9.3.2. All investments carry a risk component. The Customer should carefully consider any investment decisions under the Customer’s Account. Portfolio values may rise and fall and the Customer may not receive:

(i) a return of some or all of the Customer’s capital;

(ii) a particular rate of return on capital; or

(iii) any return at all.

9.3.3. The Customer is responsible for ensuring that the investments made by the Customer meet the Customer’s investment objectives and that the Customer is in compliance with the laws, regulatory policies or other statutory requirements that may be applicable to the Customer when making any investment. The Customer confirms that the Customer has read the risk factors in the Fund Documents for the relevant Sub-Fund. This does not reduce any duty the Manager has under Applicable Law.

9.3.4. If the Customer gives the Manager an Instruction that does not meet the minimum amounts referred to in section 4.1.7, the Manager will not deal with the Instruction unless the Manager, as fund manager, grants an exemption in accordance with the Fund Documents. The Manager will tell the Customer within a reasonable time if an Instruction is not dealt with for this reason.

9.3.5. The Manager is responsible for the Fund Documents in accordance with the Funds Regulations. The Customer should read the current version of the Fund Documents for a Sub-Fund before instructing a Transaction in it.

9.3.6. The Customer may wish to seek independent financial, tax or legal advice before giving an Instruction. Section 5.1 sets out that the Manager acts on Instructions only and gives no advice or recommendation.

9.3.7. Units of a Sub-Fund that is a Private Fund (as defined in the Prospectus) may be acquired only by a Customer whom the Manager has classified as a Professional Investor or a Counterparty (each as defined in the Prospectus) under the Financial Rulebook (as defined in the Prospectus). The Manager carries out that classification before it deals with an Instruction for such Units and may ask the Customer for the information and documents it needs to do so. The Customer must tell the Manager without delay if the Customer no longer meets the requirements of that classification, or if the law of the Customer’s country of domicile or nationality prohibits the Customer from acquiring or holding such Units.

10. Representation and warranties

10.1. The Customer hereby makes the following representations and warranties to the Manager, which shall continue in full force and effect throughout the term of the Agreement:

10.1.1. (for individuals) the Customer is of full legal age and has the legal capacity to execute, deliver or perform the Agreement and to make the investments envisaged thereby;

10.1.2. (for corporations) the Customer has been duly organised and validly existing under the laws of the country in which it is established or incorporated, with full power and authority to enter into and perform its obligations under this Agreement;

10.1.3. neither the Customer, nor any person interested either actually or prospectively in the Account (where relevant) (“Interested Person”), is a US Person;

10.1.4. the tax information and declarations the Customer has given to the Manager, including any declaration of tax residence, are true, complete and not misleading, and the Customer will tell the Manager without undue delay if any of them changes;

10.1.5. the monies paid into the Account are from legitimate sources in connection with the Customer’s regular personal or business activities and do not constitute the proceeds of criminal conduct within the meaning of Federal Decree-Law No. 10 of 2025 Regarding Anti-Money Laundering, and Combating the Financing of Terrorism and Proliferation Financing, as amended, and all disclosures and representations made by the Customer in the Agreement are true and accurate in all respects;

10.1.6. neither the Customer nor any beneficial owner of the Account is named on, or is owned or controlled by a person named on, the United Nations Security Council Consolidated List, the United Arab Emirates Local Terrorist List, the list of Specially Designated Nationals and Blocked Persons maintained by OFAC, or any other sanctions list that applies to the Manager under Applicable Law;

10.1.7. The Customer has not engaged in, facilitated, or attempted to facilitate money laundering, terrorism financing, fraud, bribery, corruption, or any other financial crime; received or channeled monies through unlawful means or prohibited persons; or structured, concealed, or disguised their activities or monies to avoid detection or reporting obligations.

10.1.8. The Customer must promptly notify the Manager of any suspicion or knowledge of potential money laundering, terrorism financing, or other financial crime they become aware of or suspect in connection with their own activities and any referral activity.

10.1.9. the information set out in the Agreement and any other information the Customer provides to the Manager from time to time are true, complete and not misleading. The Manager is entitled to rely fully on such information and representations unless and until the Manager receives notice of any such change from the Customer.

10.2. The Customer undertakes to notify the Manager of any change from time to time with respect to any information, representations, warranties, covenants, agreements and confirmations provided pursuant to this Agreement.

10.2.1. The Manager may at any time ask the Customer for further information or documents about the Customer, any beneficial owner of the Account, any Authorised Person, or the source of the Customer’s funds and wealth, so that the Manager can meet its obligations under Applicable Law. The Manager may delay or decline to act on an Instruction, or suspend the Account, until it has received and is satisfied with that information. Section 19.5 also applies.The Manager is under no obligation to share the status of such checks with the Customer whatsoever.

10.2.2. Where Applicable Law requires it, including where the Customer, a beneficial owner of the Account or a Transaction matches a person or entity named on a list that applies to the Manager, the Manager may without notification freeze the Customer’s Units, monies and proceeds, refuse to deal with them, and/or report the matter to the competent authorities. The Manager shall not be obligated to inform the Customer that it has made, or intends to make, a report where Applicable Law prohibits it from doing so. The Manager is not liable to the Customer for loss caused by any action it takes in good faith under this section 10.2.2 to comply with Applicable Law, except to the extent that the loss is caused by the Manager’s own negligence, wilful default or fraud.

10.2.3. The Manager will keep records of the Customer’s identity, the Account and each Transaction for at least five years after the Account is closed or the Transaction is completed, or for any longer period that Applicable Law requires.

10.3. The Manager hereby makes the following representations and warranties to the Customer, which shall continue in full force and effect throughout the term of this Agreement:

10.3.1. the Manager has been duly organised and is validly existing under the laws of the United Arab Emirates, with full power and authority to enter into and perform its obligations under this Agreement;

10.3.2. the Manager will devote, during the term of this Agreement, such time to the conduct of the business of the Manager as is necessary to provide the services contemplated by this Agreement;

10.3.3. the Manager will maintain all governmental and regulatory licences, registrations and approvals required by law as may be necessary to continue to perform its obligations under this Agreement; and

10.3.4. the Manager will comply with such securities and other laws and regulations as are applicable to the Manager, the operation of the Account or its other obligations hereunder.

11. Conflicts

11.1. The Services of the Manager to the Customer are not deemed exclusive. Nothing in the Agreement shall in any way be deemed to restrict the right of the Manager from performing investment management or other services permitted by the Manager’s licenses and the Fund Documents for any other person or entity, and the performance of such services for others is not, by itself, a breach of the Agreement. This does not reduce the Manager’s duty under Applicable Law to identify and manage conflicts of interest and to treat the Customer fairly.

11.2. The Manager may carry out a Transaction on the Customer’s Instruction in circumstances where the Manager is a party to the transaction, or knows that it has a material beneficial interest in it, only if (1) the Manager has disclosed its interest to the Customer, (2) the transaction is on arm’s length terms, and (3) the transaction complies with the Fund Documents, the Funds Regulations and Applicable Law, including any disclosure required in advance for a related party transaction.

11.3. The Manager acts on the Customer’s Instructions only. Other customers of the Manager, and members of the Chocolate Group, may hold Units of the same Sub-Funds as the Customer. The Customer may instruct the Manager to acquire Units of Sub-Funds that the Manager itself manages. The Manager receives the fees set out in the Fund Documents in respect of those Sub-Funds.

11.4. Members of the Chocolate Group and their officers, directors and employees may hold Units of a Sub-Fund in which the Customer holds Units, and may subscribe for or redeem Units at different times from the Customer. The Manager shall manage such subscriptions and redemptions in accordance with the Fund Documents and Applicable Law.

12. Introduction or referrals

12.1. The Customer may have been introduced to the Manager by a third party. For the avoidance of doubt, the Manager does not accept responsibility for any conduct, action, representation or statement of such a third party. The third party is not an agent or representative of the Manager and has no authority to bind the Manager. This section 12.1 does not apply to a Distributor (if any) appointed by the Manager, for whom the Manager is responsible as set out in the Fund Documents, and does not exclude any liability the Manager has under Applicable Law for a person acting on its behalf.

13. Fees and charges

13.1. The fees, charges and expenses that apply to the Customer’s investment are those set out in the Fund Documents. The Fund Documents are available in the Mobile Application and at www.kelvin-dev.click. Other fees may be payable by the Customer, to the Manager, in connection with the Account or the Services, including fees for transfer of funds, transfer of units, FX fees, and other reasonable fees, provided they are disclosed to the Customer.

14. Losses and liabilities

14.1. The Manager’s liability to the Customer is as set out in section 9.1.1 and is not extended or limited by this section 14.

14.2. The Customer’s indemnity to the Manager is as set out in section 9.2.1 and, where the Customer is a Referrer, in section 25.9.1. The Customer gives no other indemnity.

15. Termination of the Customer’s Account

15.1. This Agreement constituted by these Terms and Conditions between the Customer and the Manager in respect of the Customer’s Account will continue until it is terminated in accordance with these Terms and Conditions. The Manager may terminate the Customer’s Account with immediate effect by notice to the Customer if any of the following events occurs:

(i) The Customer fails to comply with a material obligation under these Terms and Conditions or under any Account or Transaction and, where the failure can be remedied, does not remedy it within fourteen days after the Manager tells the Customer about it;

(ii) An encumbrancer takes possession or a receiver and manager is appointed over any of the Customer’s property or assets;

(iii) The Customer makes any voluntary arrangement with creditors or becomes subject to a preventive settlement, restructuring or similar procedure under Applicable Law;

(iv) The Customer is the subject of a petition presented or an order made or a resolution of winding-up, to place the Customer in bankruptcy or insolvency proceedings, or to take any similar or analogous action under Applicable Law;

(v) Where applicable, the Customer ceases, or threatens to cease, to carry on business;

(vi) Any of the Customer’s representations, warranties or statements hereunder or in the Instructions or in any document delivered pursuant to the Account has not been complied with or is incorrect or incomplete in any material respect;

(vii) The Manager reasonably suspects, on grounds that it records, that the Account is being or has been used in connection with fraud, money laundering, terrorist financing, proliferation financing or a breach of sanctions, or that continuing the Account would cause the Manager to break Applicable Law;

(viii) The Manager is required to terminate the Customer’s Account by Applicable Law, or by an order or a direction of a court or of a competent authority.

(ix) The Customer uses the Account for an unlawful purpose, or in a way that breaches section 22; or

(x) The Manager ceases to provide the Services or to operate fund management accounts generally. Termination under this paragraph (x) takes effect on the expiry of not less than 30 days’ written notice to the Customer, or other period as may be required by Applicable Law, and does not take immediate effect.

A notice of termination under this section 15.1 will state the ground on which the Manager relies, unless Applicable Law prevents the Manager from doing so. Termination does not affect any Instruction that the Manager has already submitted to the Fund, or any right or obligation of either party that arose before termination.

15.2. The Customer may terminate the Customer’s Account at any time by sending the relevant instructions to the Manager requesting for closure of the Customer’s Account. The Customer’s notice takes effect when the Manager receives it. The Manager will then redeem the Customer’s remaining holdings and pay the proceeds to the Customer in the ordinary course, in accordance with the Fund Documents and section 15.3.

15.3. If the Customer’s Account is terminated, the Manager may, immediately or at any time after termination, do any one or more of the following. Where a paragraph below says that the Manager must act, the Manager is obliged to act.

(i) finalise any incomplete aspects of the Customer’s Instructions in respect of the Customer’s Account received up to and including the termination date;

(ii) pay to the Customer any proceeds of the Customer’s investments that accrue to the Customer’s Account after its closure or termination;

(iii) the Manager must submit a redemption request for all Units remaining in the Customer’s Account so that it is dealt with on the first Redemption Day, as defined in the Fund Documents, after the termination date, and pay the proceeds to the Customer within the period the Fund Documents set for payment of redemption proceeds, unless the Customer has given the Manager different Instructions and the Manager has accepted those Instructions. Where the Fund Documents require a longer period, for example because redemptions are suspended or deferred, or where Applicable Law prevents payment, the Manager will pay as soon as the Fund Documents and Applicable Law allow; and

(iv) exercise such other authority and powers that may have been conferred upon the Manager by these Terms and Conditions, the Fund Documents, or Applicable Law.

15.4. The Manager will follow the Customer’s Instructions on the disposal of the Customer’s investments in the Customer’s Account. If the Manager does not receive the Customer’s Instructions concerning disposal of assets in the Customer’s Account, the Manager will act in accordance with section 15.3(iii).

15.5. The Manager may treat the Customer’s Account as dormant if, for a continuous period of twenty four months, the Customer has given no Instruction and has not logged in to the Mobile Application, and the Manager has been unable to contact the Customer despite reasonable and documented efforts over at least ninety days. While the Account is dormant, the Customer’s Units remain registered in the Customer’s name and the Manager will not redeem or convert them without the Customer’s Instruction, unless Applicable Law or the Fund Documents require it. The Manager may require the Customer to complete renewed identity verification before acting on a new Instruction. The Manager will tell the Customer when it treats the Account as dormant and how to reactivate it.

16. Correspondence

16.1. Any reports, notices or other communications given to the Customer hereunder will be sent through electronic mail and/or via the Mobile Application. A notice sent in this way is treated as received by the Customer on the next Business Day after it is sent. A notice of termination under section 15.1 and a notice of a material amendment under section 23.3 will be sent to the Customer’s registered electronic mail address, and may also be given through the Mobile Application. While the Manager has suspended the Customer’s access to the Mobile Application, a notice sent through the Mobile Application is not treated as received, and the Manager will give the notice by electronic mail or send it again once access is restored.

16.2. Subject to section 7.3 and section 24, any notice or communication to be given by the Customer to the Manager must be in writing and be delivered personally, or by post or electronic mail to the address that the Manager publishes for that purpose in the Mobile Application and on the Website from time to time. The Manager’s registered office address and contact details are published in the Mobile Application and on the Website. A notice is received by the Manager when the Manager actually receives it. The Manager may take reasonable steps to confirm that a notice came from the Customer before acting on it.

16.3. The Manager may send the Customer marketing about the Manager’s own products and services by electronic mail, through the Mobile Application or other means. The Manager does this on the basis of its legitimate interests, and this section is the Customer’s notice of that. The Customer may object at any time, and the Manager will then stop. The Manager will send the Customer marketing by telephone or by SMS only where the Customer has separately opted in to that channel. The Customer may also change their marketing preferences at any time by contacting the Manager’s customer service team.

17. Recording

17.1. The Manager and its Affiliates may record telephone conversations and electronic communications between the Customer and the Manager. The Manager makes these recordings to confirm Instructions, to resolve queries and complaints, to train its staff, to prevent and detect financial crime and to meet its legal and regulatory obligations. The Manager retains the recordings in accordance with Applicable Law. A recording may be given in evidence in any proceedings.

18. Data protection

18.1. The Manager processes the Customer’s personal data in accordance with the Manager’s Data Protection Notice. The Data Protection Notice is available in the Mobile Application and at www.kelvin-dev.click. The Customer may contact the Manager’s Data Protection Officer at DPO@chocfin.com.

19. Execution attorney, statements, personal data of other individuals and tax

19.1. The Customer appoints the Manager, and any person acting for the Manager in performing the Services, severally to be the Customer’s attorney for the limited purposes of signing and delivering the documents, and doing the acts, that are necessary to give effect to the Customer’s own Instructions, including giving instructions to the Custodian or sub-custodian so far as necessary for that purpose, and of acting before the registrar of the Fund in respect of the Customer’s Units. This power may not be used for any other purpose. The Manager remains liable to the Customer for anything done under this appointment by a person acting for the Manager, as set out in section 8.5.

19.2. Where the Customer is an entity and gives the Manager personal data about another individual, such as an Authorised Person or a beneficial owner, the Customer confirms that it has told that individual how the Manager will process their personal data by referring them to the Data Protection Notice, and that it has a lawful basis under Applicable Law for giving that data to the Manager. The Manager processes all personal data in accordance with the Data Protection Notice and section 18.

19.3. The Customer should check each account statement, and any other statement or document that the Manager provides, and should tell the Manager about any discrepancy, omission or error within sixty days of the date of that document. The Manager will investigate what the Customer reports and will tell the Customer the outcome. A statement or a document is not conclusive evidence against the Customer, and the Customer may show at any time that it is wrong. The Manager must tell the Customer about any discrepancy, omission or error that the Manager finds within the same period of sixty days of the date of the document.

19.4. The Manager may correct an entry in the Account that is a manifest error, and may demand the refund of an amount paid to the Customer by manifest error. A manifest error is an error that is obvious on the face of the record, such as an overpayment, a wrongful credit or a clerical mistake. The Manager will give the Customer reasonable notice before it corrects the entry or debits the Account, and will explain the error to the Customer. The Manager must act within the period stated in section 19.3.

19.5. The Customer hereby understands, acknowledges and agrees that in order to comply with any applicable anti-money laundering and the prevention of the financing of terrorism regulations, the Manager may require detailed verification of the Customer’s identity and the source of the payment of monies. The Manager reserves the right to request such information as is necessary to verify the identity of the Customer and its beneficial owners (if any) and the source of the payment, and to comply with anti-money laundering and anti-terrorism rules under Applicable Laws. In the event of delay or failure by the Customer to produce any information required for verification purposes, the Manager may refuse to accept a payment into the Account, may delay paying withdrawal proceeds until the information has been provided and verified, and may terminate this Agreement under section 15. The Manager may also freeze funds or Units where Applicable Law requires it to do so. Neither the Manager nor its delegates shall be liable for any loss suffered by the Customer as a result of the rejection or delay of any payment into or out of the Account, compulsory redemption under the Fund Documents, or termination of the Agreement, except to the extent that the loss is caused by the Manager’s own negligence, wilful default or fraud.

19.6. The Customer agrees that the Customer shall be required to, upon demand by the Manager and in a timely manner: (a) provide any form, certification or other information, as may be requested by and in a form acceptable to the Manager, that is necessary for the Manager: (i) to prevent withholding or qualify for a reduced rate of withholding or backup withholding in any jurisdiction from or through which the Manager receives payments; or (ii) to satisfy reporting or other obligations under the US Tax Code and the Treasury regulations promulgated thereunder, the Common Reporting Standard as implemented in the United Arab Emirates, or the UAE Corporate Tax Law; (b) to update or replace such form, certification, or other information in accordance with its terms or subsequent amendments; and (c) otherwise comply with any reporting obligations imposed by any jurisdiction, including reporting obligations that may be imposed by future legislation.

19.7. The Customer hereby understands, acknowledges and agrees that the Manager may disclose such information and/or produce such forms, certifications and/or such other documents as the Manager is required by Applicable Law or by a competent authority to disclose or produce to the Treasury Department, the UAE Federal Tax Authority, the Capital Market Authority and/or such other government division or department and/or statutory body as may be required to satisfy the Manager’s reporting or other obligations under the US Tax Code and the Treasury regulations promulgated thereunder, under the Common Reporting Standard as implemented in the United Arab Emirates, or under the UAE Corporate Tax Law.

19.8. The Customer acknowledges and agrees that if, and to the extent that, the Manager is required to make any payment, withholding or deduction as a consequence of the Customer failing to comply in a timely manner with the requirement in section 19.6, the Manager may withhold from the amounts payable to the Customer no more than the amount that the Manager is required to withhold, and will tell the Customer the amount withheld and the reason, where the Manager is required under the laws of the United States or as a consequence of any agreement between the Manager and the Treasury Department or similar government division or department to withhold any payments as a consequence of the Customer failing to comply in a timely manner with the requirement in section 19.6.

19.9. The Customer acknowledges and agrees that in the event the status of the Customer or any Interested Person changes from a non-US Person to a US Person, the Customer shall immediately notify the Manager and the Customer shall be required to, upon demand by the Manager and in a timely manner, provide any form, certification, representation, confirmation or other information, as may be requested by and in a form acceptable to the Manager.

19.10. The Manager is not liable to the Customer for loss arising from the Manager’s compliance with its reporting or other obligations under the US Tax Code and the Treasury regulations promulgated thereunder or under the UAE Corporate Tax Law, except to the extent that the loss is caused by the Manager’s own negligence, wilful default or fraud.

20. Currency conversion

20.1. Where the Customer’s Instruction, or a payment to the Customer, requires a sum to be converted into another currency, the Manager will convert it at the rate of exchange prevailing in a recognised market at the time of the conversion or, where the Fund Documents apply to the conversion, at the rate that the Fund Documents set, subject to any additional margin, spread, or charge that the Manager may add to that rate. The Manager will not convert a sum for any other reason unless the Customer instructs it to do so or Applicable Law requires it. The Manager will show the Customer the rate and charges applied (if any).

20.2. There may be a gain or loss on a currency conversion, and the Customer bears the exchange rate risk. The Manager is not liable for a change in the value of a sum that is caused by movements in exchange rates. Section 21 applies to events beyond the Manager’s control. This does not relieve the Manager of liability for loss caused by its own fraud, wilful default or negligence.

21. Force majeure

21.1. The Manager shall not be responsible for the loss of or damage to any property of the Customer in the possession of the Manager or for any failure to perform, or delay in performing, its duties under the Agreement if such loss, damage, failure or delay is caused directly by an event beyond the Manager’s control, such as war damage, terrorist or enemy action, the act of any government or other competent authority, riot, civil commotion, rebellion, storm, tempest, accident, fire, lock-out, strike, power failure, computer failure or error, breakdown or delay in communications, unavailability of prices or disruption of relevant markets or other causes, whether similar or not, beyond the control of the Manager, provided that the Manager shall use reasonable efforts to minimise the effects of the same and shall tell the Customer about the event and its expected effect on the Services as soon as it reasonably can. This section 21.1 does not relieve the Manager of liability for any loss, damage, failure or delay that is caused by the Manager’s own fraud, wilful default or negligence.

22. Intended use policy

22.1. The Account is for investing in Units of the Sub-Funds on the Customer’s own Instructions. The Customer must use the Account only for the intended uses set out in section 22.2 and must not use it in the way described in section 22.3. If the Customer breaks this section 22, the Manager may suspend the Account, will tell the Customer that it has done so and why unless Applicable Law prevents it, and may terminate the Account under section 15. The Manager may make a report to a competent authority where Applicable Law requires or permits it.

22.2. For the purpose of this section, the intended uses of the Account are: (i) subscribing for Units, by a single subscription or by regular subscriptions, holding them and redeeming them and transferring them in accordance with the Fund Documents; and (ii) giving the Manager Instructions through the Mobile Application to invest the Customer’s subscription monies in Units of the relevant Sub-Fund or Sub-Funds. Nothing in this section 22 limits the Customer’s right to redeem Units on any Redemption Day in accordance with the Fund Documents.

22.3. The Customer must not use the Mobile Application or the Account to carry out Transactions whose purpose is to obtain, or to arbitrage between, promotions or benefits offered by the Manager, its Affiliates or any other financial service provider rather than to invest, and must not use the Account for any unlawful purpose.

23. General

23.1. The Manager shall be entitled at any time to disclose to governmental or regulatory authorities information relating to the Customer, to the extent that the disclosure is required by Applicable Law or by the authority concerned, whether such information has been acquired by the Manager pursuant to, or in connection with the Agreement or otherwise.

23.2. Where the Customer is an entity, the Customer shall promptly notify the Manager of any change in its ownership, controllers, directors, constitutional documents, or Authorised Persons. The Manager may suspend Transactions upon any such change while it checks the change. The Manager will complete its checks without undue delay and will tell the Customer when it has done so.

23.3. The Manager may amend these Terms and Conditions and the Data Protection Notice. An amendment is material if it reduces a right of the Customer, adds to the Customer’s obligations, changes the way in which Instructions are given or acted on, changes the Manager’s liability, or changes the way in which the Customer can complain or bring a claim. Where an amendment is material, the Manager will give the Customer at least thirty days’ notice of it, in accordance with section 16, before the amendment takes effect. The notice will set out the amendment and the date on which it takes effect. At any time before that date the Customer may give an Instruction to close the Account and end the Agreement, free of charge. If the Customer does so, the amendment does not apply to the Customer, including while the Account is being closed under section 15. The Manager may make any other amendment by giving the Customer notice in accordance with section 16, stating the date on which it takes effect. An amendment that is required by Applicable Law or by a regulator may take effect immediately, and the Manager will tell the Customer as soon as it reasonably can. Continued use of the Account, the Mobile Application or the Website is not, by itself, acceptance of an amendment. No failure, delay, relaxation or indulgence on the part of the Manager in exercising any power or right conferred upon it in these Terms and Conditions shall operate as a waiver of such power or right, nor shall any single exercise of any such power or right preclude any other or future exercise thereof, or the exercise of any other power or right under these Terms and Conditions. This section 23.3 does not extend to the Fund Documents: the Fund Documents may only be amended, supplemented or replaced in accordance with the Funds Regulations and with the Authority’s approval, and nothing in this section 23.3 varies, limits or terminates any right, eligibility or obligation arising under the Fund Documents.

23.4. If any provision of these Terms and Conditions is held or interpreted by any governmental authority or court of competent jurisdiction to be illegal or invalid under present or future laws or regulations effective and applicable during the term of these Terms and Conditions, such provisions shall be fully separable and these Terms and Conditions shall be construed as if such illegal or invalid provision had never comprised a part of these Terms and Conditions and the remaining provisions of these Terms and Conditions shall remain in full force and effect and shall not be affected by the illegal or invalid provision or by its severance from these Terms and Conditions.

23.5. All questions pertaining to the construction and interpretation of the Agreement and relating to the performance of any of the obligations or duties set forth herein by either of the parties hereto shall be determined in accordance with the law of the United Arab Emirates as applied in the Emirate of Abu Dhabi.

23.6. Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, is subject to the exclusive jurisdiction of the onshore courts of the Emirate of Abu Dhabi, United Arab Emirates. This applies to the Manager and to the Customer alike, and neither party may bring proceedings on the dispute in any other forum. Either party may apply to any court of competent jurisdiction for protective or interim relief, and doing so does not affect the exclusive jurisdiction of the onshore courts of the Emirate of Abu Dhabi over the dispute itself. This section 23.6 does not prevent the Customer from making a complaint under section 24, or from using any dispute resolution right that Applicable Law gives to a consumer and that cannot be excluded by agreement.

23.7. The Agreement supersedes any previous agreement between the parties in relation to the matters dealt with herein and represents the entire understanding between the parties in relation thereto. This section 23.7 is subject to section 1.2 and does not affect the order of precedence set out in that section. It does not affect the Fund Documents or the Data Protection Notice, each of which continues to apply. Nothing in this section 23.7 limits or excludes any liability of the Manager for fraud or fraudulent misrepresentation, or for any other misrepresentation or pre-contractual statement for which the Manager is liable under Applicable Law, and it does not limit the Customer’s right to rely on the Fund Documents.

23.8. A person who is not a party to this Agreement has no right to enforce any term of this Agreement. No term of this Agreement imposes an obligation on a person who is not a party to it. A Referrer is a party to this Agreement, and the Referral Terms bind the Manager and the Referrer accordingly.

23.9. These Terms and Conditions are made in English, and the English text is the operative text between the Customer and the Manager. An Arabic version is available on request from the Manager, free of charge. Where these Terms and Conditions are construed or enforced before a court or authority of the United Arab Emirates, the Arabic version prevails. The Customer may correspond with the Manager in English or in Arabic.

24. Complaints

24.1. If the Customer is not satisfied with the Account, with the Services, or with anything the Manager has done, the Customer may complain to the Manager. A complaint may be made through the Mobile Application, by electronic mail to support.ae@chocolatefinance.com, or by WhatsApp on the number that the Manager publishes for complaints in the Mobile Application and on the Website. The Customer must provide their name, their Account details, and details of their complaint.

24.2. The Manager will acknowledge a complaint within two Business Days of receiving it.

24.3. The Manager will investigate the complaint and give the Customer a written response within thirty days of receiving it. If the Manager needs longer than thirty days, it will tell the Customer before that period ends, explain why, and give the date by which it will respond.

24.4. If the Customer is not satisfied with the Manager’s response, or the Manager does not respond within the period set out in section 24.3, the Customer may refer the complaint to the Capital Market Authority of the United Arab Emirates, which is the Manager’s regulator. The Customer may also refer the complaint to the Ministry of Economy or to the Abu Dhabi Department of Economic Development. The Customer may contact the Capital Market Authority at any time and does not have to wait for the Manager’s response before doing so.

24.5. Nothing in this section 24 limits the Customer’s right to bring proceedings in accordance with section 23.6, or any other right or remedy the Customer has under Applicable Law.

25. Referral Terms

25.1.1. These Referral Terms govern the arrangements under which a Customer refers another person to the Manager. Only a Customer may take part in the referral scheme.

25.1.2. These Referral Terms form part of the Agreement between the Manager and the Customer. They take effect between the Manager and a Customer when that Customer joins the referral scheme in the Mobile Application, by accepting these Referral Terms and asking the Manager for a referral link or code. Accepting, receiving or retaining Compensation is not, by itself, acceptance of these Referral Terms.

25.1.3. Acceptance in the Mobile Application is enough for these Referral Terms to take effect. A handwritten signature is not required.

25.1.4. The Referrer takes part in the referral scheme in a personal capacity. Nothing in these Referral Terms creates any agency, partnership, joint venture, fiduciary, employment or contractor relationship between the Manager and the Referrer. The Referrer has no authority to bind the Manager or make representations on its behalf. The Referrer must not act as the agent or representative of the Manager, and must not hold itself out as doing so. The Manager does not authorise any Referrer to promote its products or services on its behalf.

25.1.5. The Manager may decline to recognise a Referral, withhold Compensation, claw back Compensation or end a referral arrangement only on the grounds set out in these Referral Terms.

25.1.6. These Referral Terms are published in the Mobile Application and on the Website. The Manager may amend them, and section 23.3 applies to any amendment. Accepting or retaining Compensation is not acceptance of an amendment.

25.2.1. In addition to the definitions in section 1 of these Terms and Conditions, in this section 25, unless the context otherwise requires:

“Applicable Regulator” means any governmental, regulatory, supervisory, judicial, administrative, or self-regulatory authority with jurisdiction over the Manager, the Referrer, or any aspect of the referral activity, including the Authority.

“Chocolate IP” shall have the meaning ascribed to it in section 25.14.1.

“Confidential Referral Information” shall have the meaning ascribed to it in section 25.11.1.

“Referral” means naming the Manager to another person and pointing that person to the Manager’s Website, Mobile Application or official contact channels. A Referral is confined to those two acts. A Referral does not include promoting, marketing or advertising the Manager or any product or service. It does not include any recommendation, any advice, any comparison, any forecast, any analysis or any description of the features, risks, returns or pricing of any product or service. It does not include any act that is a regulated financial activity under Applicable Law.

“referral communication” means any communication, in any form, in which the Referrer makes a Referral or shares a referral link or code.

“Referrer” means a Customer who has accepted these Referral Terms in the Mobile Application and who makes a Referral. A Referrer remains a Customer and is a party to the Agreement. “Referral Terms” means the specific provisions, stipulations, requirements, and rules set out in this section 25, that regulate the Referral activities described herein, as amended or replaced from time to time.

25.2.2. References to statutes, regulations, guidelines, notices, or rules include amendments, consolidations, replacements, and re-enactments.

25.2.3. References to persons include natural persons, legal persons, and unincorporated associations.

25.2.4. The terms “including”, “include” and “in particular” are illustrative and do not limit the generality of related words.

25.3.1. The Referrer represents and warrants full legal capacity, power, and authority to enter into and perform these Referral Terms.

25.3.2. The following are not eligible to act as Referrers: (i) persons under 18 years of age; (ii) persons who are bankrupt, insolvent, or otherwise prohibited by Applicable Law from receiving Compensation; (iii) competitors of the Manager, unless the Manager agrees otherwise in writing under a separate arrangement; (iv) persons subject to sanctions, prohibition orders, or regulatory restrictions imposed by any Applicable Regulator; and (v) any person whom the Manager has notified is ineligible.

25.3.3. The Referrer must at all times comply with Applicable Law. The Referrer must not carry on any activity that requires a licence, approval or registration from the Authority, and must not promote or market any financial product or service. Nothing in these Referral Terms permits the Referrer to do so. The Referrer acknowledges these obligations apply personally to the Referrer.

25.3.4. The Referrer undertakes that it will continue to meet the eligibility requirements in section 25.3.2 for as long as it takes part in the referral scheme.

25.3.5. The Referrer must immediately notify the Manager in writing if it ceases to meet any requirement in this section 25.3.

25.4.1. The Referrer may only: (i) name the Manager to another person and point that person to the Manager’s Website, Mobile Application or official contact channels; and (ii) use a referral link or code issued to the Referrer by the Manager, in the form in which the Manager issues it and without alteration. The Referrer may do nothing else in connection with a Referral.

25.4.2. The Referrer must not: (i) promote, market, advertise or recommend the Manager or any financial product or service, or provide any financial advisory service, investment recommendation, comparison, performance claim, forecast or analysis of any financial product or service; (ii) make any statement about the returns, pricing, features or risks of the Manager’s products and services; (iii) use any mark, logo, image, advertising material or marketing material of the Manager, except a referral link or code as permitted by section 25.4.1; (iv) misrepresent or exaggerate the nature of the Manager’s products or services; (v) solicit, collect or handle any personal data of a prospective Customer or a Customer; (vi) handle, receive or process any money or other property of a prospective Customer, of a Customer or of the Manager in connection with a Referral or with the Manager’s products and services, whether or not on the Manager’s behalf; (vii) make a Referral by public post on any website or social media platform, by paid placement, by mass or automated message, or to any person the Referrer does not know personally, unless licensed or approved to do so by a relevant and applicable authority; or (viii) engage in any referral activity that is unlawful, unethical, or otherwise inconsistent with these Referral Terms or Applicable Law.

25.4.3. The Referrer must strictly comply with this section 25.4, and Applicable Law and must, immediately upon becoming aware of, or upon notification by the Manager, amend, correct, or withdraw any non-compliant communication or material.

25.5.1. The Referrer must clearly and prominently disclose in every referral communication that it receives Compensation from the Manager. Disclosures must be legible, understandable to the intended audience, and not hidden or obscured. The Manager may prescribe standard disclosure wording; the Referrer must use it verbatim unless the Manager agrees otherwise in writing.

25.5.2. All referral communications must be factual, balanced, fair, and not misleading. The Referrer must not use superlatives, performance claims or guarantees.

25.5.3. A written referral communication, including a message sent through a digital platform, must use clear language and a legible layout. The disclosure required by section 25.5.1 must be visible in the communication itself, without additional clicks or actions, and formatting must not obscure or contradict it.

25.5.4. The Referrer must not: (i) state or imply that the Referrer is licensed or authorised by any Applicable Regulator unless it is so licensed or authorised; (ii) claim or imply status as an employee, agent, or authorised representative of the Manager; (iii) make statements of future performance, rates of return, or guaranteed outcomes; (iv) suggest that investments with the Manager are free of risk; or (v) give any testimonial, endorsement, review or opinion about the Manager or the Manager’s products and services in connection with a Referral unless licensed or authorised to do so.

25.5.5. The Manager may require prior written approval for any referral communication and may instruct amendment or withdrawal at any time. The Referrer must comply immediately and confirm such compliance in writing.

25.6.1. The Referrer must act honestly, fairly, and in good faith and must not engage in conduct that could reasonably be expected to damage the Manager’s reputation, business, or regulatory standing.

25.6.2. The Referrer must not create, conceal, or fail to disclose any conflict of interest in relation to any Referral, and must not accept Compensation from any third party in respect of the same Referral unless expressly authorised in writing by the Manager.

25.6.3. The Referrer must promptly provide information requested by the Manager for compliance, monitoring, audit, or regulatory reporting, and must cooperate with investigations or reasonable requests by the Manager or any Applicable Regulator.

25.7.1. The Manager publishes on the Website the criteria for Compensation and the rate or amount of Compensation payable for a Referral. Where a Referral meets the criteria in section 25.7.2, the Manager shall pay the Compensation at the published rate after those criteria are met, within a reasonable time. Whether Compensation is due is decided by those criteria and not by the Manager’s discretion. Section 25.7.4 applies where payment is withheld or delayed.

25.7.2. Compensation is payable where: (i) a person who was not already a Customer, and who had not already been introduced to the Manager by another Referrer or by the Manager, opens an Account using the Referrer’s referral link or code; (ii) that person completes the Manager’s onboarding requirements, including the Manager’s anti-money-laundering and countering-terrorism-financing checks; and (iii) meets any other criteria determined at the Manager’s sole discretion. Compensation is not paid for promoting, recommending or describing the Manager or any product or service, and it is not calculated by reference to the amount that the person invests or to any return on an investment.

The Manager will tell the Referrer only whether Compensation is payable for a Referral. The Manager will not give the Referrer any other information about the person referred, including whether that person has applied for an Account, the outcome of the Manager’s checks, or anything about that person’s Account or investments. A person who opens an Account using a referral link or code is told, before opening the Account, that the Referrer will learn that Compensation has become payable. The Data Protection Notice explains how the Manager processes personal data in connection with the referral scheme.

25.7.3. The Manager may change, suspend or withdraw the Compensation scheme, and section 23.3 applies to that change. A change does not affect Compensation already earned under the criteria published before the change takes effect. The Manager pays Compensation only by transferring Units that the Manager holds to the Referrer’s Account, in accordance with the Fund Documents. The Units transferred have a value equal to the Compensation, calculated at the Net Asset Value per Unit on the day of the transfer. Where the Manager does not hold enough Units, it first subscribes for further Units for its own account, with its own monies, in accordance with the Fund Documents, and then transfers them. Neither the Manager nor the Fund pays Compensation in cash or by any other means than that described above, to the Referrer or to any other person. The Manager pays Compensation from its own resources. No Compensation is paid by the Fund, by any Sub-Fund or by any Customer, and no fee or charge is payable by the person referred because of the Referral.

25.7.4. The Manager may withhold or delay payment of Compensation if: (i) the Manager is checking whether the criteria in section 25.7.2 are met, or is completing its due diligence or compliance checks; (ii) the Referrer is in material breach of these Referral Terms, or is in breach of Applicable Law in connection with a Referral; (iii) the Manager must do so to comply with Applicable Law or with a regulatory or tax requirement; or (iv) the Manager reasonably suspects fraud, misconduct or other improper activity in relation to the Referral. The Manager will complete its checks without undue delay. The Manager will tell the Referrer that payment is being withheld or delayed and why, unless Applicable Law prevents it from doing so. Where the ground no longer applies and the criteria in section 25.7.2 are met, the Manager shall pay the Compensation within a reasonable time.

25.7.5. The Manager may claw back Compensation already paid only if: (i) the Manager reasonably determines that the Referral, or the Referrer’s conduct in making it, breached these Referral Terms or Applicable Law; (ii) the same Referral has already been paid for, whether to the Referrer or to another Referrer; or (iii) the Compensation was paid in error.

25.7.6. The Manager shall exercise clawback rights reasonably, having regard to the Referrer’s fault or misconduct.

25.7.7. The Referrer shall refund the clawed-back amount within seven days of written demand, or within any longer period that the Manager allows in writing. The Manager’s demand must state the ground in section 25.7.5 on which the Compensation is clawed back.

25.7.8. The Referrer is solely responsible for all taxes, levies, and duties arising from Compensation received. The Manager has no responsibility to withhold or account for such taxes unless required by Applicable Law.

25.7.9. Except for Compensation payable under these Referral Terms, the Referrer is not entitled to any fees, commissions, benefits, or reimbursements. No implied entitlement or precedent arises from past payments.

25.8.1. The Manager may monitor, supervise, and review all referral activity.

25.8.2. The Referrer must, upon reasonable request, promptly provide the Manager with copies of all referral communications, statements, records, and supporting materials used in connection with any Referral.

25.8.3. The Manager may review the Referrer’s referral activity at any time. The Manager may ask the Referrer for the records described in sections 25.8.2 and 25.12.1, and the Referrer must provide them within the reasonable period that the Manager states in its request, which will be not less than five Business Days unless Applicable Law or an Applicable Regulator requires an earlier date.

25.8.4. Failure to comply with monitoring, control, or audit requirements is a material breach. The Manager may end the Referrer’s participation, and may withhold or claw back Compensation in accordance with sections 25.7.4 and 25.7.5.

25.9.1. The Referrer will indemnify the Manager against direct loss that the Manager suffers and that is caused by: (i) the Referrer’s breach of these Referral Terms; (ii) the Referrer’s breach of Applicable Law; or (iii) the Referrer’s fraud or wilful misconduct. The Referrer’s total liability under this indemnity is limited to the total amount of Compensation the Referrer has received, except where the loss is caused by the Referrer’s fraud or wilful misconduct. This is the only indemnity the Referrer gives under these Referral Terms. Section 9.2.1 continues to apply to the Referrer as a Customer, and the Manager may not recover the same loss twice. The indemnity does not extend to indirect or consequential loss, to any fine or penalty imposed on the Manager, to the Manager’s own costs of a regulatory investigation or of remediation, or to damage to the Manager’s reputation.

25.9.2. The indemnity in section 25.9.1 is a continuing obligation, independent of other obligations under these Referral Terms, and survives termination. It provides the Manager with contractual recourse but does not affect or reduce the Manager’s statutory responsibilities or the supervisory and enforcement powers of any Applicable Regulator.

25.9.3. The Manager may set off an amount that the Referrer has agreed is due under the indemnity, or that a court has decided is due, against Compensation payable to the Referrer. The Manager may not set off any amount under this section 25.9.3 against the Referrer’s Units, redemption proceeds or any other money held for the Referrer as a Customer.

25.9.4. A Customer may take part in the referral scheme only in a personal capacity. The Referrer must not make Referrals in the course of a business of introducing or referring customers to financial service providers, and must not be paid by any other person for making Referrals. A person who wishes to introduce customers to the Manager in the course of a business must not use the referral scheme and must hold any licence that Applicable Law requires.

25.9.5. Section 9.1.1 applies to the Manager’s liability to the Referrer under these Referral Terms.

25.9.6. Section 21 applies to the Manager’s obligations under these Referral Terms. The Manager is relieved of liability for a failure or delay only where the event that caused it was beyond the Manager’s control, and not where the failure or delay was within the Manager’s own control.

25.10.1. The Manager may end a Referrer’s participation in the referral scheme at any time by giving the Referrer notice in accordance with section 16. The notice takes immediate effect where a ground in section 25.10.2 or section 25.10.3 applies. In any other case the notice takes effect thirty days after it is given. Ending participation does not affect Compensation already earned under the published criteria, which remains payable unless section 25.7.4 or section 25.7.5 applies.

25.10.2. The Manager may end a Referrer’s participation with immediate effect by notice under section 25.10.1 where: (i) the Referrer is in material breach of these Referral Terms; (ii) the Referrer has breached Applicable Law in connection with a Referral; (iii) the Referrer has acted fraudulently or dishonestly in connection with a Referral; (iv) the Referrer ceases to meet the eligibility requirements in section 25.3; or (v) the Manager ceases to operate a referral scheme, in which case section 25.7.3 applies. A Referrer’s participation ends automatically when the Referrer ceases to be a Customer.

25.10.3. The Manager may suspend the Referrer’s ability to conduct referral activity or to receive Compensation if: (i) the Manager reasonably suspects a breach of these Referral Terms or Applicable Law; (ii) the Manager is investigating the Referrer’s conduct; (iii) the Manager reasonably considers suspension necessary to comply with Applicable Law or to prevent a breach of these Referral Terms; or (iv) required by an Applicable Regulator or by Applicable Law. The Manager will tell the Referrer that it has been suspended and why, unless Applicable Law prevents it from doing so, and will lift the suspension as soon as the ground for it no longer applies. Suspension does not affect Compensation already earned under the published criteria, unless section 25.7.4 or section 25.7.5 applies.

25.10.4. The Referrer may end its participation in the referral scheme at any time, with immediate effect, by telling the Manager through the Mobile Application or in accordance with section 16. Ending participation does not affect Compensation already earned under the published criteria, which remains payable unless section 25.7.4 or section 25.7.5 applies.

25.10.5. Termination by the Referrer does not affect the Manager’s rights to withhold or claw back Compensation already paid or accrued where grounds exist under these Referral Terms.

25.10.6. Upon termination or suspension for any reason, the Referrer shall immediately cease referral activity and remove referral communications and content pertaining to the Manager and the Manager’s products and services. Any Compensation already earned under the published criteria remains payable, unless section 25.7.4 or section 25.7.5 applies. The Manager’s rights to claw back Compensation, enforce indemnities, and pursue remedies survive termination or suspension.

25.10.7. The Manager is not liable for loss of Compensation that the Referrer might have earned after termination or suspension. This section 25.10.7 does not limit section 25.9.5, and does not exclude the Manager’s liability for its own negligence, wilful default or fraud.

25.11.1. The Referrer shall treat as confidential all information relating to the Manager, its business, its Customers and prospective Customers, and its operations accessed in connection with any Referral (“Confidential Referral Information”) and must not use or disclose Confidential Referral Information except strictly as required to perform referral activity in accordance with these Referral Terms.

25.11.2. The Referrer must not solicit, collect, store, process, or transmit any personal data or other information relating to a prospective or actual Customer. All Referrals must direct prospects exclusively to the Manager’s official channels for the provision of personal data.

25.11.3. Any unauthorised use, disclosure, or handling of Confidential Referral Information or personal data by the Referrer constitutes a material breach of these Referral Terms. The Manager may enforce its rights by termination, withholding or clawing back Compensation, and seeking damages or injunctive relief in addition to any other remedies available at law.

25.11.4. The Referrer must immediately return or permanently destroy all Confidential Referral Information upon request or termination.

25.11.5. The Referrer must comply with all Applicable Law relating to privacy, data protection, and secrecy and must not act in a way that would place the Manager in breach of such laws, including Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data, as amended.

25.11.6. Obligations in this section 25.11 survive termination or suspension.

25.12.1. The Referrer must keep a copy of each written referral communication, and of any disclosure made with it, for as long as the Referrer takes part in the referral scheme and for twelve months after the Referrer’s participation ends, or for any longer period that Applicable Law requires.

25.12.2. Records must be provided in a form and format reasonably specified by the Manager and must be organised and accessible for prompt inspection and audit by the Manager.

25.12.3. The Referrer must immediately notify the Manager in writing of any error, misstatement, or breach of these Referral Terms relating to referral activity, and must report any complaint, claim, or inquiry received from a prospective Customer, Customer, regulator, or third party with respect to the Manager or any Referral.

25.12.4. The Referrer must notify the Manager without delay if the Referrer becomes the subject of any investigation, inquiry, sanction, or enforcement action by any Applicable Regulator, or of any matter that could reasonably be expected to affect its ability to comply with these Referral Terms or Applicable Law.

25.12.5. Failure to comply with this section 25.12 is a material breach. The Manager may end the Referrer’s participation, and may withhold or claw back Compensation in accordance with sections 25.7.4 and 25.7.5.

25.13.1. The Referrer acknowledges that the Manager is regulated by and is subject to oversight by the Applicable Regulators, including the Authority.

25.13.2. The Manager may disclose a Referrer’s identity, details, and activities to any Applicable Regulator where Applicable Law or that Applicable Regulator requires it, or where the Manager reasonably considers the disclosure necessary to meet its own regulatory obligations. Section 23.1 and the Data Protection Notice apply to any such disclosure.

25.13.3. The Referrer must cooperate fully with the Manager in responding to any regulatory inquiry or proceeding relating to referral activity, including by providing information, records, documents, and explanations as reasonably required.

25.13.4. If an Applicable Regulator makes a direct request to the Referrer concerning referral activity, the Referrer must comply with that request in accordance with Applicable Law. The Referrer must also notify the Manager without delay and provide details of the request, unless the Applicable Regulator or Applicable Law prevents the Referrer from doing so.

25.13.5. The Referrer must not obstruct, delay, or interfere with the Manager’s regulatory communications or compliance.

25.13.6. The Referrer bears its own costs of complying with this section 25.13. Section 25.9 applies to any loss that the Manager suffers because the Referrer fails to comply with this section 25.13.

25.14.1. All intellectual property rights in the Manager’s name, logos, trademarks, service marks, trade names, designs, content, materials, and proprietary assets (“Chocolate IP”) remain the exclusive property of the Manager.

25.14.2. The Referrer may use Chocolate IP only as section 25.4.1 permits, which is a referral link or code issued by the Manager, used in the form in which the Manager issues it, and the Manager’s name for the purpose of naming the Manager. The Referrer must not use Chocolate IP for any other purpose, and must not use any advertising, promotional or marketing material of the Manager. The Manager may withdraw a referral link or code at any time by telling the Referrer. Withdrawal does not affect Compensation already earned under the published criteria.

25.14.3. The Referrer must not alter, misuse, or register confusingly similar marks, incorporate Chocolate IP in the Referrer’s own identifiers, or use Chocolate IP after termination or suspension.

25.14.4. Official materials provided by the Manager must be returned or destroyed upon request or termination.

25.14.5. The Referrer shall promptly notify the Manager of suspected unauthorised use of Chocolate IP. The Manager retains sole discretion on enforcement.

25.14.6. Obligations in this section 25.14 survive termination or suspension.

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