Finance Conditions


 FINANCE CONDITIONS – KSA PILOT                                                                                                                         Published 20 October 2015
These Terms and Conditions are only applicable for the limited pilot that Beehive is undertaking in the Kingdom of Saudi Arabia (KSA) and have been varied from our standard Terms and Conditions that apply to our UAE business.
These Murabaha Conditions shall govern and be incorporated into every Murabaha Contract, and shall prevail over any terms or conditions (whether or not inconsistent with these Murabaha Conditions) contained or referred to in any correspondence or documentation submitted by any Investor or Business or implied by custom, practice or course of dealing.
Each Murabaha Contract forms a legally binding agreement between the Investor and Business and the relationship between the Parties shall be governed exclusively by these Murabaha Conditions and each Murabaha Contract. By clicking to accept these Murabaha Conditions you acknowledge and agree to be bound these Murabaha Conditions in respect all of your transactions conducted on Beehive.
If you are entering into a Murabaha Contract as an appointed representative of a partnership, company or other business you warrant that you are duly authorised to act on its behalf. Breach of this requirement may result in legal action being taken against you personally.

1.     Introduction
1.1    The Investor irrevocably appoints the Investor Agent to enter into the Purchase Broker Documents in order to purchase the Goods (for the Murabaha Amount) on its behalf following the acceptance by the Business of a successful Bid.  The Investor Agent’s fees and the costs for entering into the Purchase Broker Documents will be notified to the Investor.

1.2    The Business irrevocably appoints the Business Agent to enter into the Sale Broker Documents in order to sell the Goods (following the consummation of a Murabaha Contract) on its behalf following the acceptance by the Business of a successful Bid by an Investor. The Business Agent’s fees and the costs for entering into the Sale Broker Documents will be notified to the Business.

1.3    Each time a RFF is fulfilled by successful Bids and subsequently accepted by the Business, the Purchase Broker Documents will be entered into by the Investor Agent (acting on behalf of the Investor) and a Murabaha Contract shall immediately be created in respect of the resulting Murabaha Financing. Each Murabaha Contract shall include these Murabaha Conditions.  In addition business will be separately provided with key contract terms which set out, among other things, the details of the murabaha financing secured, a repayment schedule and the names and passport numbers of the relevant individual investors.

1.4    Immediately following the creation of a Murabaha Contract, the Sale Broker Documents will be entered into by the Business Agent (acting on behalf of the Business) whereby the Goods will be sold to a third party for the account of the Business.

1.5    Where a Murabaha Financing is made up of various Murabaha Parts, a separate Murabaha Contract shall be formed for every Murabaha Part, between the Business of that Murabaha Part and each Investor which has provided financing of a Murabaha Part to the Business.

2    Repayment
2.1    The Business’ obligation to make repayments to the Investor will be satisfied by the Business providing signed and dated cheques from a recognised KSA bank for the Murabaha Financing secured; one undated cheque for the full amount of the Murabaha Financing secured, and separate cheques for each instalment of the Murabaha Financing which will be payable in accordance with the Key Contract Terms dated on the dates that each payment will fall due.  The Business hereby authorises Beehive Group to present those cheques on or after the dates specified on each cheque, firstly for deposit into the Beehive Client Account, and thereafter for Beehive Group to repay the applicable amount owed by the Business to each Investor.

2.2    If, at any time during the term of a Murabaha Contract, the authorised signatory who signed the cheques provided by the Business in accordance with clause 2.1 above, is no longer authorised to bind the Business for any reason whatsoever, the Business shall provide replacement cheques signed by a duly authorised signatory within three (3) working days of any such change to the authority becoming effective.

2.3    It is essential that the Business ensures that sufficient funds are available in the account from which these cheques will be drawn at the time they will be drawn.  If there are insufficient funds at any time at which a cheque is presented, the Investor and Beehive Group may exercise the rights detailed in clause 7 (Events of Default).

2.4    All repayments will be made to Investors without deduction of tax.

2.5    Where a Murabaha Financing is made up of various Murabaha Parts, each repayment paid by the Business will be prorated between the various Murabaha Contracts, with reference to each Murabaha Part value and the profit rate associated with that Murabaha Part, that govern the various Murabaha Parts and used:

(a)    firstly to pay any administration charges or other fees due to Beehive Group under the Beehive Terms and Conditions;
(b)    secondly towards repaying any arrears on the Murabaha Financing; and
(c)    lastly to paying the current profit and principal due in respect of the Murabaha Amount.

3    Profit
The Business agrees to pay the Investor profit on the Murabaha Financing at the profit rate set out in the Key Contract Terms. Profit on the Murabaha Financing shall be calculated at the outset of the Murabaha Financing for the whole period of the Murabaha Financing and shall be stated in the Key Contract Terms. Profit shall be paid in regular instalments as specified in the Key Contract Terms.
4    Early Repayment
4.1    Should the Business wish to repay a Murabaha Financing early, it may do so, provided it repays the entire Murabaha Amount and not just some of the Murabaha Parts. The Business can repay the Murabaha Financing early by following the instructions in the “Dashboard” section of the Site and repaying the full Murabaha Amount the Business owes under its Murabaha Contract. On an early repayment of a Murabaha Financing, the Murabaha Amount will include profit that would have accrued to the end of the month in which the early repayment is made.

4.2    Upon early payment by the Business pursuant to paragraph 4.1 above, the Business may ask the Investor for a rebate on any outstanding amount relating to a Murabaha Contract.

5    Covenants
The Business covenants with Beehive Group that, as from the date of the Murabaha Contract until all its liabilities under the Murabaha Contract have been discharged:

5.1    The Business will deliver to Beehive Group:
(a)    within ninety (90) days after the end of each of its financial years, its audited accounts (if such audited accounts are applicable to the Business);
(b)    promptly, all notices or other documents dispatched by the Business to its shareholders (if any) or to its creditors generally;
(c)    within sixty (60) days post issue, any updates to the Business’ trade licence; and
(d)    promptly, such financial or other information as Beehive Group may, from time to time, reasonably request.

5.2    The Business will:
(a)    promptly, after becoming aware of them, notify Beehive Group of any litigation, arbitration or administrative proceedings or claims;
(b)    promptly obtain all consents or authorisations necessary (and do all that is needed to maintain them in full force and effect) under any law or regulation to enable it to perform its obligations under the Murabaha Contract and to ensure the legality, validity, enforceability and admissibility in evidence of the Murabaha Financing in any relevant jurisdiction, including the United Arab Emirates and KSA;
(c)    notify Beehive Group of any Event of Default promptly on becoming aware of its occurrence; and
(d)    will carry on and conduct its business in a proper and efficient manner and will not make any substantial change to the general nature or scope of its business as carried on at the date of these Murabaha Conditions.

5.3    If Beehive Group is obliged for any reason to comply with “know your business ” or similar identification procedures in circumstances where the necessary information is not already available to it, the Business (and each guarantor as applicable) will, promptly on the request of Beehive Group, supply (or procure the supply of) such documentation and other evidence as is reasonably requested in order for Beehive Group to be able to carry out, and be satisfied that it has complied with, all necessary “know your business ” or other similar checks under all applicable laws and regulations.

5.4    The Business agrees that it will not:
(a)    Borrow any monies or raise any financing from its directors, officers, members, partners, shareholders or any other third party that ranks in priority of recovery to the Murabaha Financing. In the event that the Business does enter into any such financing arrangement, the rights to payment of that financing will be subordinated behind the Murabaha Financing, except to the extent otherwise required by the applicable insolvency law;
(b)    enter into any other new unsecured borrowing arrangement (or any arrangement having the effect of a borrowing) with any third party where the total amount of external finance raised from third parties would as a result exceed 75% of the total amount advanced to the Business through Beehive without the prior written consent of Beehive Group. Such consent shall not be unreasonably withheld. This clause shall not restrict the Business from entering into asset-specific financing or invoice purchasing arrangements;
(c)    enter into any amalgamation, demerger, merger or corporate reconstruction; or
(d)    make any substantial change to the general nature of its business from that carried on at the date of the Murabaha Contract.

6    Shariah Compliance
The Investor and the Business confirm to each other that they have agreed to accept these Murabaha Conditions and enter into Murabaha Contracts having reviewed these Murabaha Conditions and related documents for the purposes of compliance with Shariah principles and with, to the extent they have considered necessary, independent advice from advisors specialising in matters of Shariah and:

(a)    they have satisfied themselves that the provisions of these Murabaha Conditions and transactions contemplated hereby do not contravene Shariah principles; and
(b)    confirm that they do not have any objection, nor will they raise any objections, as to matters of Shariah compliance in respect of or otherwise in relation to any of the provisions of these Murabaha Conditions and related documents.

7    Events of Default
7.1    The Business agrees that should any of the events or circumstances set out in this clause 7.1 occur each shall be deemed to be an Event of Default and Beehive Group may, on the Investors’ behalf, terminate all Murabaha Contracts relating to a Murabaha Financing and demand immediate repayment.  Furthermore, the Business agrees that Beehive Group may, on the Investors’ behalf, terminate all Murabaha Contracts relating to a Murabaha Financing and demand immediate repayment of the full Murabaha Amount owed by the Business under each Murabaha Contract in respect of that Murabaha Financing if:
(a)    the Business has provided incomplete, false or inaccurate information in a way which affects the decision to allow the Business to register as a business on Beehive, list RFFs on the Site or the risk band that Beehive Group has given to the Business;
(b)    the Business has breached the terms of any Murabaha Contract it is a party to and either notice has been given to the Business ending that Murabaha Contract or Beehive Group has reasonable grounds to believe that as a result:
(i)    the Business will also breach the terms of these Murabaha Conditions and any Murabaha Contract; or
(ii)    any other Event of Default will occur,
(c)    the Business’ access to Beehive is terminated for any reason under the Beehive Terms and Conditions;
(d)    the Business becomes insolvent, or any step is taken which could result in it becoming insolvent, or a petition is presented, or an order made or an effective resolution passed for the winding up or dissolution or for the appointment of a liquidator of the Business;
(e)    the Business ceases to pay its outstanding financing obligations or is unable to pay its outstanding financing obligations as they fall due or is deemed unable or admits its inability to do so or makes a general assignment for the benefit of or a composition with its creditors;
(f)    the Business sells or disposes of the whole or a substantial part of its undertaking, property or assets or ceases to carry on the business conducted by it when it entered into the Murabaha Contract;
(g)    notice is given of an intention to appoint an administrator, a petition is filed or a competent court makes an order for the appointment of an administrator in relation to the Business;
(h)    an encumbrancer takes possession or steps are taken for the appointment of an administrator or receiver or administrative receiver or manager or sequestrator over the whole or any substantial part of the undertaking, property or assets of the Business;
(i)    any person who has provided a guarantee for the Murabaha Financing disputes or threatens to dispute the enforceability of that guarantee or Beehive Group has any reason to believe that a guarantee has become unenforceable, and in either case, a replacement guarantee has not been provided to Beehive Group’s reasonable satisfaction within fourteen (14) days of a request from Beehive Group;
(j)    the Business (or if any person who has provided a guarantee for the Murabaha Financing) dies, becomes of unsound mind, becomes bankrupt or makes a voluntary arrangement with anyone that they owe money to;
(k)    a distress, attachment, execution, expropriation, sequestration or another analogous legal process is levied, enforced or sued out on, or against, the Business’ (or a guarantor’s (as appropriate)) undertaking, property or assets;
(l)    any part of the Murabaha Contract ceases to be legally valid, binding or enforceable or it is or becomes unlawful for an Investor, Beehive Group or the Business or any other person to perform its or their obligations under the Murabaha Contract; or
(m)    Beehive Group (in its reasonable opinion) considers there is a serious deterioration in the Business’ financial condition or in its creditworthiness or in its operating performance or its management and control or in its general day to day administration and organisation or in its sales ledger, administration or credit control process.

7.2    Before making any demand, the Investor (or Beehive Group on its behalf) will take all the steps an Investor is required to take by law for the Business’ protection.  At any time, an investor may decide to enforce its rights under these Murabaha Conditions and any Murabaha Contract directly against a business and the business hereby consents to us providing any of its investors with its relevant contact details for this purpose.

8    Beehive Fees
8.1    If the Business accepts a Murabaha Financing Beehive Group shall charge fees as per the prevailing fee tariff published on the Site.

8.2    Beehive Group will deduct the arrangement fee from the Murabaha Amount before it is transferred to the Business so the Business will receive the Murabaha Amount less the arrangement fee. A higher arrangement fee may be charged for applications made by registered agents on behalf of a Business.  By contrast the Investor shall be obliged to pay annual fees as described in the Beehive Terms and Conditions.

8.3    Other fees or charges that may be charged by Beehive or any collections agency it may appoint in relation to the Business’ Murabaha Contracts and added to the balance outstanding are:
(a)    once a sum has been outstanding for three (3) days or more, any collection agent that Beehive Group appoints to attempt to collect overdue money from a Business on behalf of Investors will charge a penalty of up to 15% of the original Murabaha contract amount, as determined at the time of acceptance of the contract;
(b)    tracing charges (for finding the Business if he or she can’t be contacted by Beehive Group or its appointed collection agency);
(c)    where a field agent has been employed as part of the collections process, Beehive Group or its appointed collection agency may charge a fee; and
(d)    all litigation, enforcement and recovery costs and expenses, including (but not limited to) legal fees and expenses, to cover litigation or enforcement of any judgement in each case to recover any financing or outstanding arrears,

In the case of the fees referred to in (b), (c) and (d) above, the Business will be advised of the cost if such action proves necessary. The Business will be notified (by way of general update to the Beehive Terms and Conditions or on Beehive) if these charges change in nature or amount.

9    Assignment

9.1    Neither Investors nor a Business shall be entitled to assign or transfer their rights or obligations under any Murabaha Contract.

10    General
10.1    If any part of the Murabaha Conditions that is not fundamental is found to be illegal or unenforceable, such finding will not affect the validity or enforceability of the remainder of the Murabaha Conditions or the Murabaha Contract.

10.2    The failure on the part of either of the Parties to exercise or enforce any right conferred upon it by a Murabaha Contract shall not be deemed to be a waiver of any such right or operate so as to prevent the exercise or enforcement of any right conferred upon the Parties by this Murabaha Contract at any time or times thereafter.

10.3    The records kept by Beehive Group shall be conclusive of the facts and matters they purport to record.

10.4    In the event that the Business is a partnership or company, by entering into the Murabaha Contract the representative of the Business makes the following declaration:

“I confirm that I am authorised by the business I represent to enter into this agreement for and on behalf of the business I represent and that I am authorised to bind the business I represent to the terms of this agreement.”

10.5    The Business and Investor agree that, while Beehive Group is not a party to this Murabaha Contract, Beehive Group may take the benefit of and specifically enforce each express term of this Murabaha Contract and any term implied under it pursuant to the Beehive Terms and Conditions.

10.6    These Murabaha Conditions and any Murabaha Contract will be entered into by electronic means in accordance with the Beehive Terms and Conditions upon the acceptance by the Business of Bids satisfying its initial RFF and this will have the same effect as if the Murabaha Contract was signed in a hard single copy.

10.7    The Parties shall do and cause to be done all such acts, matters and things and shall execute and deliver all such documents and instruments as shall be required to enable the Parties to perform their respective obligations under, and to give effect to the transactions contemplated by these Murabaha Conditions and any Murabaha Contract.

10.8    These Murabaha Conditions and the documents referred to in it constitute the entire understanding and agreement of the Parties relating to the subject matter of these Murabaha Conditions and supersede, cancel and replace all prior agreements between the Parties which relate to the same subject matter whether written, oral, implied or as may be inferred from the correspondence, oral statements or conduct of the Parties.

10.9    No amendments or variations to these Murabaha Conditions shall be effective unless made in writing and signed by the duly authorised representatives of the Parties.

10.10    All notices required to be given by either of the Parties to the other pursuant to the provisions of these Murabaha Conditions must be in writing and shall be sent:
(a)    by hand;
(b)    by registered post; or
(c)    by facsimile with a copy sent by registered post,

To the Investor / Business, c/o Beehive Group at Unit No. 2405 Mazaya Business Avenue BB2, Jumeirah Lakes Towers, Dubai, United Arab Emirates (PO Box 72479) and with fax number +971 4 550 6799.

10.11    Any notice delivered by hand shall be deemed to have been served at the time of delivery. Any notice sent by registered mail shall be deemed to have been served on the seventh (7th) day after the date on which it is posted.  Any notice sent by facsimile shall be deemed to have been served on the date on which such facsimile is transmitted.  In each case if the date of delivery is not a Business Day the date of service shall be the next succeeding Business Day.

10.12    The Business undertakes that it shall not at any time after the date of the Murabaha Contract use, divulge or communicate to any person (except to professional representatives or advisers or as may be required by law or any legal or regulatory authority) any Confidential Information, and will use best endeavours to prevent the unauthorised publication or disclosure of any Confidential Information, and will only use such Confidential Information for the purposes of proposing, considering or making transactions through Beehive.

10.13    Murabaha Conditions, and any non-contractual obligations arising out of or in connection with them, shall be governed by the laws of the Dubai International Financial Centre. The Business and the Investor irrevocably submit to the exclusive jurisdiction of the Courts of the Dubai International Financial Centre over any claim or matter arising under or in connection with these Murabaha Conditions or any Murabaha Contract.

11    Interpretation
11.1    Unless the context otherwise requires references in these Murabaha Conditions to:

(a)    persons includes individuals, corporations, and unincorporated bodies or associations that are recognised at law (whether or not having a separate legal personality and irrespective of their jurisdiction or origin, incorporation or residence);
(b)    a Party means a party to this Agreement and includes its successors and permitted assigns;
(c)    time shall be construed by reference to the Gregorian calendar;
(d)    Clauses and Schedules shall be references to the relevant clause or schedule of these Murabaha Conditions; and a reference to a paragraph is to the relevant paragraph in the Schedule in which it appears;
(e)    the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
(f)    the singular includes the plural (and vice versa) and use of any gender includes the other genders.

11.2    The headings in these Murabaha Conditions are for convenience only and shall not affect the construction or interpretation of these Murabaha Conditions.

12    Defined terms
In these Murabaha Conditions and each Murabaha Contract the following words have the meanings set out next to them in the table below:

Beehive means the Beehive online financing platform operated by Beehive Group;

Beehive Client Account means the bank account that Beehive Group maintains, which is managed by Beehive Group and its third party fund administrator for the sole purpose of holding funds on behalf of each individual Business and Investor, and which contains the uninvested funds which the Investor has credited to the Beehive Client Account and the funds which the Business is entitled to withdraw in accordance with any Murabaha Contract to which it is a party;

Beehive Group means Beehive Group DMCC a company incorporated in the Dubai Multi Commodities Centre, under licence number DMCC-34138 and whose registered office and principal place of business is at Unit No. 2405 Mazaya Business Avenue BB2, Jumeirah Lakes Towers, Dubai, United Arab Emirates (PO Box 72479).

Beehive Terms and Conditions means the Business terms and conditions, the Investor terms and conditions and the general Beehive terms of use, available on the Site, as the same may be amended or replaced from time to time;

Bid means a bid which an Investor posts on Beehive making that Investor’s offer of funds in part satisfaction of an RFF, including any such bid posted automatically on that Investor’s behalf using the Beehive ‘Diversification-Plus’ tool;

Business Day means any day except a Friday, Saturday or public holiday, and on which the banks in the Emirate of Dubai, United Arab Emirates are open for business;

Confidential Information means all information in whatever form (including in visual, oral or electronic form) relating to Beehive Group or any Investor (including all Investor profiles) or a company that was previously a Investor, which is provided or disclosed through Beehive (or to any employees or agents) in connection with the use of Beehive;

Business means the member of Beehive identified as the business in the Key Contract Terms;

Business Agent means Back Office FZ LLC;

Dashboard means the part of the Beehive website which can only be accessed by a member of Beehive, using his or her own secure login details;

Goods means Shariah compliant commodities traded on the Dubai Multi Commodities Centre Tradeflow online platform;

Investor or Investors means the member or members of Beehive identified as the investor in the Key Contract Terms (and their permitted successors and assignors);

Investor Agent means Beehive Group;

Key Contract Terms the key commercial terms provided only to a business applicable to a particular Murabaha Financing derived from the RFF and subsequent winning Bids that form the Murabaha Contract;

Murabaha Financing means the individual murabaha financing transaction entered into between a Business and an Investor or multiple Investors in response to the RFF and the subsequent Bids being placed by the relevant Investors and accepted by the Business for those Murabaha Parts;

Murabaha Amount means the total amount of principal and profit outstanding under the Murabaha Contract relating to that Murabaha Financing;

Murabaha Conditions means these Beehive Murabaha conditions;

Murabaha Contract means the agreement governing the terms on which an Investor makes a Murabaha Financing to a Business, in each case made up of the Murabaha Conditions and Key Contract Terms applicable to the relevant Murabaha Financing;

Murabaha Part means the individual tranche of a Murabaha financing which has been financed by a particular Investor;

Purchase Broker Documents means the documents to be entered into by the Investor Agent (acting on behalf of the Investor) in order to purchase the Goods;

RFF means a request for funding which the Business posted on Beehive requesting Murabaha financing funds;

Sale Broker Documents means the documents to be entered into by the Business Agent (acting on behalf of the Business) in order to sell the Goods;

Site means the website accessible at www.beehive.ae used to access Beehive; and

 

Certificate Ref.#: BVE-350-01-01-07-15