/a2/ AGREEMENT OF ACCESSION ON FINANCING OF TAWARRUK IN THE PRIVATE COMPANY Tayyab Finance Ltd.

Force-majeure (circumstances of insuperable force)

The Party shall be released from liability for partial/full failure to fulfill obligations under this Agreement if such failure was a consequence of force majeure circumstances, i.e. extraordinary and unavoidable circumstances under the given conditions that arose after the conclusion of this Agreement. Such circumstances include acts or actions of state bodies that impede the fulfillment of obligations under this Agreement, natural disasters (floods, earthquakes), epidemics, military conflicts, military coups, terrorist acts, civil unrest, strikes and other circumstances beyond the reasonable control of the Parties.
The Parties shall immediately notify each other in writing of such circumstances and their causes in the event of force majeure circumstances. If the Parties do not provide any proposals or instructions, the Parties shall continue to fulfill their obligations under this Agreement to the extent feasible and shall search for alternative ways of fulfilling this Agreement that are independent of force majeure circumstances.
If the duration of force majeure circumstances exceeds 90 (ninety) calendar days, the Parties agree to cancel this Agreement by written notice and reimburse each other for any previously existing debt.
Confirmation of the presence of force majeure circumstances and their duration shall be certificates issued by the Chamber of Foreign Trade of Kazakhstan, which is part of the National Chamber of Entrepreneurs of the Republic of Kazakhstan.

Confidentiality

Each Party undertakes to maintain strict confidentiality of financial, commercial and other information received from the other Party.
Transfer of such information to third parties, publication or disclosure is possible only with the written consent of the other Party, as well as at the request of bodies and officials directly authorized by the legislation of the Republic of Kazakhstan, acts of the AIFC, to receive such information.

Settlement of disputes

The Parties acknowledge and agree that the receipt and payment of interest is not permitted by the principles of Islamic finance and accordingly agree that if any claim for amounts due under this Agreement is brought in court by any Party, such court, applying the laws and legal acts of the legislation, imposes an obligation to pay interest on the amounts in the claim, the Parties irrevocably and unconditionally categorically waive and reject any right to collect such interest yield.
All disputes and disagreements arising between the Parties under the Agreement and/or in connection therewith shall be resolved through negotiations between the Parties. In case of impossibility of resolving disputes and disagreements through negotiations, they shall be resolved by applying the law of the AIFC, as well as the effective law of the Republic of Kazakhstan, which is applied in the part not regulated by this Agreement and the acts of the AIFC.
If the Client intends to file a complaint against the Company, a Company employee or a service provided, the Client shall describe in detail the essence of their claims in the complaint and send it to the Company in one of a following ways:
by email to [email protected];
by registered mail to the address:
"Astana city, Mangilik el Avenue, building 55/23, office 233; "
"Almaty city, 10/1 Yelebekova Street, VENUS Business Center, block 1."
Upon receiving the complaint, the Company undertakes to notify the Client within 7 (seven) days of receipt of the complaint and provide the Client with:
the name and contact details of a person who is handling the received complaint;
details of the Company's complaints handling procedure or a copy of the procedure upon request.
If necessary, the Company will inform the Client about the progress of the consideration of its complaint.
In order to resolve the Client's complaint, the Company may call the Client at the phone number indicated by it in the Application, if this is necessary to determine the nature of the complaint.
The Company will notify on the results of the complaint review and the proposed compensation, if applicable, no later than 20 (twenty) days from the date of receiving the complaint.
After the Company has carefully analyzed the matter, it will promptly:
notify the Client in writing about the results of the relevant investigation;
provide the Client with the proposed refund, if applicable; and
will provide a refund if the Client accepts it.
If the Client is not satisfied with the result and/or compensation, if applicable, offered by the Company, it has the right to other means of resolving the complaint. Such other means include arbitration, as provided below in the Agreement.
Complaints involving other parties: If the Company considers that another AIFC participant or any other regulated financial institution is responsible, in whole or in part, for the subject matter of a complaint, the Company has the right to refer the complaint or the relevant part of it to another AIFC participant or any other authorized or regulated financial institution. However, the Company will:
promptly notify the Client in writing that it plans to forward the complaint and request the Client's written consent to do so;
if the Client provides consent, promptly refer the complaint to another authorized firm or regulated financial institution in writing;
promptly notify the Client in writing that the complaint has been submitted and provide the necessary contact details; and,
continue to process any part of the complaint that is not referred to another authorized firm or regulated financial institution.
Complaints will be resolved within 30 (thirty) business days from the date of their receipt by the Company. If, due to the nature of the complaint, more time is required for its full investigation and decision, the Company will inform the Client of the approximate term for providing a final response.
The Parties have agreed that all disputes and disagreements arising in connection with and concerning the Agreement, which cannot be settled through negotiations, shall be subject to consideration and final resolution in the permanent Arbitration Court of Kazakhstan (hereinafter referred to as the Arbitration) in accordance with the Arbitration Rules.
Arbitration location: the Republic of Kazakhstan, Almaty, Almaly district, Baizakova Street, building 222, office 43, contact phone numbers: +7 705 603 26 51, Website: www.arbitsud.kz, e-mail: [email protected].
During the term of the Agreement, the Parties are obliged to immediately notify each other in writing about changes in their addresses and/or mobile phone numbers, otherwise the information (summons, notice, SMS message, Arbitration acts) transmitted to a party by the Arbitration to the last known address and/or mobile phone number to it and/or the other Party is considered delivered to the addressee, and the Party to whom it was sent is considered to be duly notified of the date, time and place of the arbitration dispute, even if it has changed its address and mobile number at the time of sending the message and documents.
The Parties confirm that they are familiar with the Arbitration Rules, the Register of Arbitrators and the Regulation on Arbitration Fees and Income.
The Parties have reached an agreement on the selection of a sole arbitrator – Omarova D.K..
In the event that the Parties fail to reach an agreement on the selection of a sole arbitrator, the Chairman of the Arbitration Court of Kazakhstan shall, within the period established by the Regulations, appoint at its own discretion a sole arbitrator from the Register.

Final provisions

This Agreement constitutes the entire agreement of the Parties. Each Party confirms that it did not rely on any representations not included herein that induced it to enter into this Agreement.
If any provision of this Agreement is unlawful or unenforceable, this will not affect the validity and enforcement of the remaining provisions of this Agreement, except in cases where the primary purpose of this Agreement becomes unattainable, in which case the Parties have the right to terminate this Agreement by sending written notification to the other Party.
The Client gives irrevocable and perpetual consent to:
provision of information about it to credit bureaus and issuance of a credit report to the Company;
disclosure of any information about the Client, this Agreement and the Client's obligations under this Agreement by the Company to state and other authorized bodies.
The Client hereby gives its consent to the disclosure of any or all information constituting a banking secret by the Company, its employees, authorized representatives, shareholder(s) and agents, in accordance with the banking legislation of the Republic of Kazakhstan and the acts of the AIFC:
to the shareholders of the Company, as well as subsidiaries of shareholders of the Company, auditors, legal consultants and other professional consultants of the Company;
to third parties in connection with the assignment or transfer (including prospective) of the Company's rights and obligations under the Agreement to a third party;
to any government agency of a foreign state that is authorized to supervise and regulate the activities of the Company and its shareholder(s), in order to ensure that the Company and its shareholder(s) comply with the requirements of applicable legislation and regulations.
All amendments and additions to this Agreement shall be executed in the same form as the Agreement. The Agreement may be amended depending on changes in the legislation of the Republic of Kazakhstan and/or the AIFC rules or at the discretion of the Company unilaterally in accordance with the procedure provided for in this Agreement. The Company has the right to notify the Client of particularly significant changes using the contact information that the Client has provided to the Company. Any amendments and additions to the Agreement executed by the Company shall come into force from the date of their posting or updating on the Company's website
https://tayyab.kz/ or in the Tayyab Digital App mobile application, for the purpose of familiarization by all concerned persons, unless otherwise provided for in the new version of the Agreement. Unilateral termination of the Agreement is not allowed, except for cases provided for in the Agreement, acts of the AIFC or the legislation of the Republic of Kazakhstan. Early termination of the Agreement is possible only after full fulfillment of the Client's obligations to the Company under the Agreement.
The Agreement shall be directly applicable to all relations arising in connection with the conclusion and execution of the Agreement.
All notifications, demands and other documents within the terms of the Agreement shall be deemed to have been duly sent and received by the Parties provided that they are delivered to the authorized representative of the addressee Party (with a delivery note) or sent by mail to the address of the Parties specified in the Agreement. The date of receipt of the notification, demand and other documents by the Client shall be deemed to be the date specified in the delivery note.
In the absence of a message about a change in the address and/or contact number of the Client specified in the Application, all notifications, demands and other documents within the terms of the Agreement shall be sent to the last address and/or contact number of the Client known to the Company and shall be considered to have been delivered properly. The Parties have mutually agreed that notifications, demands and other documents sent by e-mail or fax shall be accepted by the Parties as duly executed documents. In this case, the date of delivery shall be considered to be the date of sending the document by e-mail or fax.
In all other respects that are not expressly provided for by this Agreement, the Parties shall be regulated by the acts of the AIFC, as well as the laws and principles of Sharia, to the extent that they do not contradict the acts of the AIFC and the laws and principles of the legislation of the Republic of Kazakhstan.
By signing the Application, the Client agrees to the disclosure of confidential information by the Company, including information constituting a banking secret, as well as personal data:
to persons auditing the Company's activities, on the basis of and in accordance with the law of the AIFC and/or the legislation of the Republic of Kazakhstan;
to individuals and legal entities, as well as government agencies in accordance with the Acting law of the AIFC and/or the legislation of the Republic of Kazakhstan;
under the AIFC law and/or the legislation of the Republic of Kazakhstan on combating the legalization (laundering) of proceeds from crime and the financing of terrorism.
In order to ensure conditions for the Company to comply with the requirements of the AIFC Acting law and/or the legislation of the Republic of Kazakhstan on combating the legalization (laundering) of proceeds from crime and the financing of terrorism, the Client agrees that the Company may take any measures and actions not prohibited by the AIFC Acting law and/or the legislation of the Republic of Kazakhstan to obtain, verify/re-verify any type of data provided to the Company for the purpose of conducting transactions.
In accordance with the AIFC regulations, the Company may be required to notify the Astana Financial Services Authority or other authorities about any person it knows or suspects, or has reasonable grounds to know or suspect, is engaged in money laundering or terrorist financing. These obligations supersede any confidentiality obligations the Company might otherwise have to the Client.
The Company has the right to terminate all or any part of the service or the terms of this Agreement immediately and without prior notification if the Client refuses to provide the documents and information requested by the Company to fulfill its obligations regarding client due diligence, anti-money laundering, countering the financing of terrorism, sanctions and tax evasion.
The Client shall not directly or indirectly use the funds provided under the Agreement for any purposes that violate any laws relating to the fight against bribery and corruption, combating money laundering, combating the financing of terrorism and sanctions in the Republic of Kazakhstan.
By signing the Application, the Client:
confirms that it has read the terms and conditions of the Agreement, that it understands and accepts the terms and conditions of the Agreement and it will have no claims against the Company in the future in relation to them;
confirms that it has been familiarized with the consequences, responsibilities and risks arising on the basis of the Agreement, in the event of failure to comply with the terms and conditions of the Agreement and/or the Acting law of the AIFC and/or the legislation of the Republic of Kazakhstan;
confirms that the Company has the right to report to law enforcement agencies and the authorized body any violations of the Acting law of the AIFC and/or the legislation of the Republic of Kazakhstan committed by the Client;
confirms that it is aware of its right to contact the Company, an authorized body or arbitration, in the event of a dispute related to the concluded Agreement, and that it has been informed of the location address, postal address and email, website address of the Company;
confirms that the operations/transactions carried out by it, the products/services of the Company used by it are not connected and/or will not be connected in the future with:
the use for the purposes of committing or assisting in the legalization (laundering) of proceeds from crime, financing terrorism and financing the proliferation of weapons of mass destruction and other assistance to terrorism or extremism, evasion of procedures/measures stipulated by the requirements of the effective law of the AIFC legislation of the Republic of Kazakhstan;
the execution of operations/transactions aimed at circumventing and/or failing to comply with the requirements stipulated by the Acting law of the AIFC and the legislation of the Republic of Kazakhstan, including in the field of anti-money laundering, countering the financing of terrorism, international economic sanctions of the USA, the European Union, the UN, the UK and/or this Agreement and fully assumes the obligation to comply with them.
By signing the Agreement, the Client provides unconditional consent to the collection, processing, storage and transfer of any data and information contained in the Client's personal data: to employees/representatives / authorized persons and bodies of the Company, including collegial bodies, mobile communication/mail service providers; third parties providing support and servicing the Company's software; authorized persons/bodies in accordance with the Acting law of the AIFC and/or the legislation of the Republic of Kazakhstan. The above consent is given for any action (operation) or set of actions (operations) with personal data with/without the use of automation tools, including, but not limited to: collection, recording, copying, backup, protection, control, systematization, accumulation, storage, clarification (updating, modification), extraction, use, transfer (distribution, disposal, access, including transfer to third parties with the right to process personal data of investors by automated, mechanical, manual or any other methods, including reproduction, electronic copying and cross-border transfer), as well as depersonalization, blocking, deletion, destruction of personal data of the Client.
Correction of personal data: The Client has the right to request a copy of any personal data that the Company holds about it. If the personal data is actually inaccurate, incomplete or outdated, or is processed in a manner that violates legal provisions, that person may request that such data be corrected, supplemented, deleted or blocked.
Consent to disclosure: By entering into this Agreement, the Client, acting freely, of its own free will, having all due rights and powers to do so, provides, on an indefinite basis, its unconditional, specific, informed and conscious consent to both the collection, processing and storage, and the cross-border transfer of his personal data and the personal data of his affiliates.
Record Retention: Client understands and agrees that Company may retain all records relating to this Agreement and the relationship with Client for at least six years after termination of the relationship with Client.
The above consent may be revoked by the Client by means of a written application to the Company, except in cases where it contradicts the Acting law of the AIFC and/or the legislation of the Republic of Kazakhstan or in the event of any unfulfilled obligations to the Company.
By signing the Agreement and in order to ensure that the Company complies with the requirements of the AIFC Acting law and/or the legislation of the Republic of Kazakhstan on combating the legalization (laundering) of proceeds from crime and the financing of terrorism, the requirements of international/intergovernmental agreements, as well as the requirements of FATCA, the Client provides the Company the right to take measures and actions not prohibited by the AIFC Acting law and/or the legislation of the Republic of Kazakhstan to receive, verify/re-verify any type of data provided to the Company for the purpose of conducting transactions, as well as to provide information on the concluded Agreement, the transactions conducted by the Client, to the authorized body and other competent bodies, on the grounds and within the limits established by the AIFC Acting law and/or the legislation of the Republic of Kazakhstan and the Agreement.
The Company's regulatory status, as well as the final list of financial services that the Company may provide to its clients, which may change from time to time, can be verified in the public register of the Astana Financial Services Authority at:
https://publicreg.myafsa.com/roc/.
The Сompany is an Islamic financial institution, and its activities are carried out in accordance with the principles/norms of Sharia and under the supervision of the Sharia Supervisory Board, the composition of which is posted on the official website of the Сompany
https://tayyab.kz/. The client has the right to obtain information about the manner and frequency of Sharia supervisory reviews by submitting a request through the official contacts specified in this Agreement.
When providing services, the Company organizes transactions in such a way as to avoid conflicts of interest between clients, between the Client and the Company.
The Company guarantees fair treatment of the Client: The Company undertakes to treat the Client fairly with respect to conflicts of interest or material interests. To the extent possible, the Company will attempt to prevent or manage conflicts of interest, including, for example, by establishing or maintaining effective information barriers to limit the transfer of relevant information. In the event that the measures taken by the Company to prevent or manage conflicts of interest are insufficient to provide with reasonable certainty that the risks of damage to the Client's interests will be prevented, the Company undertakes to disclose the general nature and/or sources of the conflicts of interest to the Client and require the Client to consent to the Company acting despite such conflict or material interest. The Company also has the right to refuse to act if it considers that there is no other feasible way to treat the Client and other clients of the Company fairly.
Inducements: The Company hereby warrants that neither it nor its employees or affiliates of the Company have the right to offer, provide, request or accept incentives, such as commissions not specified in the terms of the Agreement, gifts or direct or indirect benefits, if such inducements are reasonably likely to conflict with any of the Company's obligations to the Client.
This Agreement is executed in English, Russian and Kazakh, which have equal legal force. In case of discrepancies in the texts, the text of this Agreement executed in Russian shall prevail.

Company details:

Private Company Tayyab Finance Ltd., BIN 211140900393, license issued by the Astana Financial Services Authority No. AFSA-A-LA-2024-0012 dated 29.05.2024, legal address: Astana city, Mangilik el Avenue, building 55/23, office 233, bank account KZ1782112U7L10000001, JSC ""Bank ""Bank RBK"", BIC: KINCKZKA.