PREFACE TO AGREEMENT TO OUR LEGAL TERMS

• Company Information: Simodi Bullion FZCO (“Simodi Bullion” or the “Company”) is a company duly incorporated and registered under the laws of the Dubai Multi Commodities Centre (DMCC), United Arab Emirates. The Company’s registered office is located at Unit No. 1902, The Dome Tower, Cluster N, Jumeirah Lakes Towers, Dubai, United Arab Emirates.
• Scope of Services: Simodi Bullion operates the Simodi Bullion website (the “Site”), the Simodi Bullion mobile application (the “App”), and other associated digital services (collectively, the “Services”). By accessing or using the Services, you agree to be bound by these Terms and Conditions (the “Legal Terms”). If you do not accept or agree to these Legal Terms in their entirety, you must immediately cease using the Services.
• Eligibility: The Services are intended exclusively for individuals who are at least 18 years of age. By using the Services, you represent and warrant that you meet this minimum age requirement.
• User Representations and Warranties: By accessing or using the Services, you represent and warrant that:
  1. You are legally competent and at least 18 years of age;
  2. All information you provide to the Company is true, accurate, complete, and current;
  3. Any funds used in connection with the Services are lawful and do not constitute proceeds of criminal activity;
  4. You are not a sanctioned individual or entity, and you are not otherwise prohibited from using the Services under applicable law; and
  5. You will not use the Services for any unlawful, fraudulent, or prohibited purpose.
• Legal Compliance: You agree to comply with all applicable laws, regulations, and rules in connection with your use of the Services. The Company reserves the right to suspend or terminate access to the Services in the event of any violation of these Legal Terms or applicable law.

DEFINITIONS & INTERPRETATION

In these Terms & Conditions (“Terms”), unless the context requires otherwise, the following expressions shall have the meanings set out below:

• Affiliate: Any entity that directly or indirectly controls, is controlled by, or is under common control with Simodi Bullion FZCO.
• Authorised Partners: Third-party bullion dealers, vault operators, logistics providers, refineries, or jewellers approved by Simodi Bullion to support the redemption, exchange, storage, or delivery of gold.
• Bay’ al-Ṣarf: The Sharīʿah-compliant contract governing the spot exchange of monetary items, including gold, which requires immediate payment and immediate possession.
• Charge Fees: Sharīʿah-compliant fees charged for operational, custody, handling, delivery, minting, administrative, or facilitation services.
• Control: The meaning attributed under UAE company law, including ownership or voting rights exceeding 50%.
• Conversion Notice: A request submitted by a Digital Gold Holder to convert Digital Gold into physical gold.
• Digital Gold: A dematerialised, uncertificated, Sharīʿah-compliant digital representation of physical gold, fully backed on a one-to-one (1:1) basis by physical gold bullion.
• Digital Gold Holder / You: Any registered user who holds Digital Gold on the Platform.
• Digital Wallet: A wallet provided by Simodi Bullion or an approved third-party provider for the storage of Digital Gold.
• Gold Reserves: Physical gold bullion of not less than 999 purity, held in segregated, insured vaults and identifiable by bar number, weight, and purity.
• Platform: The Simodi Bullion mobile application, website, APIs, smart contracts, and all supporting infrastructure.
• Price of Gold: The live spot price displayed on the Platform at the time a transaction is executed.
• Prohibited Person: Any individual or entity subject to sanctions, AML/CFT restrictions, or otherwise prohibited under Sharīʿah.
• Sharīʿah: Islamic law as derived from the Qur’an, Sunnah, ijmāʿ, and qiyās.
• Vault: A certified, insured, and audited facility used for the storage of gold.

OUR SERVICES

Simodi Bullion provides a Sharīʿah-compliant digital gold ownership platform, allowing users to purchase, hold, transfer, sell, and redeem physical gold represented digitally on a 1:1 fully backed basis.

The Services are not intended for use where prohibited by law. Users accessing the Services from outside the UAE do so at their own risk and are responsible for compliance with local laws.

DIGITAL GOLD STRUCTURE

Nature of Digital Gold

• Digital Gold represents direct ownership of physical gold.
• Each unit corresponds to one (1) gram of 999-purity gold held in the Gold Reserves.
• Digital Gold:
  1. Is not money or legal tender
  2. Is not a security or investment product
  3. Is not a bank deposit
• Digital Gold is issued only upon full payment and is always 100% physically backed.

Ownership, Possession & Sharīʿah Compliance

• All buy/sell transactions are executed as Bay’ al-Ṣarf (spot).
• Ownership and constructive possession (Qabd Ḥukmī) transfer immediately upon payment.
• Simodi Bullion acts as custodian and agent in possession only, holding gold on your behalf.
• Simodi Bullion:
  1. Does not lend, lease, pledge, or rehypothecate customer gold
  2. Does not offer interest, yields, or guaranteed returns
  3. Does not pool customer gold for income-generating activities
• Operations align with AAOIFI Sharīʿah Standard No. 57 (Gold & Precious Metals).
• Any impermissible income, if inadvertently received, shall be purified through charitable donation.

STORAGE, VAULTING & INSURANCE

Vaulting & Custody

• Gold Reserves are stored in segregated vaults operated by custodians of international repute in the UAE or other approved jurisdictions.
• Gold belonging to users is not commingled with Simodi Bullion’s own assets.
• Simodi Bullion may appoint Affiliates or third-party vaults, subject to DMCC and regulatory requirements.

Insurance

• Gold Reserves are insured under an all-risk policy, subject to policy terms.
• Insurance does not cover market price fluctuations.

USER REGISTRATION & ACCOUNT SECURITY

Simodi Bullion is not liable for losses resulting from unauthorised access caused by user negligence. We reserve the right to suspend or reclaim usernames deemed misleading or inappropriate.

TRADING, TRANSFERS & REDEMPTIONS

• Listing & Trading: Digital Gold is available for spot trading only. Short selling, margin trading, futures, or speculative trades are strictly prohibited.
• Transfers: Transfers of Digital Gold occur instantly. Delayed settlement is not permitted under Sharīʿah.
• Physical Redemption: Users may redeem Digital Gold for physical gold, subject to minimum quantity requirements, identity verification, and applicable fabrication, delivery, and handling charges. Ownership and associated risks transfer to the user upon confirmed delivery or collection.

FEES (SHARĪʿAH-COMPLIANT)

• Fees: Permissible fees include:
  1. Storage & insurance
  2. Delivery & logistics
  3. Transfers
  4. Administrative facilitation
• No interest, financing fees, or time-based charges are permitted.
• Fee schedules are published on the Platform and may be updated with notice.

AML, SANCTIONS & REGULATORY COMPLIANCE

Simodi Bullion complies with UAE Federal Decree-Law No. 10 of 2025 (AML/CFT) & Sanctions and counter-terrorism regulations. Accounts may be frozen or reported as required by law.

GOVERNING LAW & DISPUTE RESOLUTION

These Legal Terms are governed by the laws of the United Arab Emirates and the principles of Islamic Sharīʿah. Any disputes arising under or in connection with these terms shall be resolved exclusively by the courts of the UAE, unless the parties agree otherwise in writing.

INTELLECTUAL PROPERTY RIGHTS

All content, software, designs, trademarks, logos, and databases included in the Services are owned by or licensed to Simodi Bullion and are protected under UAE and international intellectual property laws.

Simodi Bullion grants users a limited, non-exclusive, non-transferable, and revocable license to access and use the Services solely for personal, non-commercial purposes. No content may be copied, reproduced, distributed, sold, or exploited in any manner without prior written consent.

The App is licensed, not sold. Users may not reverse-engineer, duplicate, modify, or misuse the App. Apple and Google act only as platform distributors and are not responsible for the provision, operation, or content of Simodi Bullion Services.

GENERAL TERMS

1. Pricing and Payments
   1. Gold prices reflect live spot market rates plus any disclosed operational fees.
   2. Accepted payment methods are displayed on the Platform.
   3. All payments must be completed in full prior to the transfer of ownership.
   4. Transactions are final; no refunds are available once a gold purchase has been executed, except as required by law.
2. Account Suspension and Termination: Simodi Bullion may suspend or terminate user accounts in cases of:
   1. Regulatory breaches
   2. Sharīʿah non-compliance
   3. Security risks
3. Indemnification: You agree to indemnify and hold Simodi Bullion harmless against any losses, liabilities, or damages arising from:
   1. Breach of these Terms
   2. Violations of applicable regulations
   3. Misuse of the Platform
4. Limited Liability:
   1. Simodi Bullion’s liability is limited to the value of gold or funds held on your behalf.
   2. The Company is not liable for any indirect, incidental, or consequential losses.
5. Risk Disclosure:
   1. Gold prices are subject to market fluctuations, and users bear all associated market risks.
   2. Digital Gold holdings are not capital-protected.
6. Service Modifications & Availability: Simodi Bullion may change, suspend, or discontinue services at any time without prior notice. We are not responsible for any downtime, maintenance periods, or service interruptions.
7. User Data & Record Retention: Simodi Bullion retain transaction and compliance data as required by law. Users are responsible for maintaining their own records.
8. Electronic Communications & Signatures: By using the Services, you consent to the formation of contracts, the delivery of notices, and the execution of signatures electronically, and agree that such electronic communications satisfy any legal requirement for written communication.
9. Privacy & Data Protection: Personal data is collected, processed, and stored in accordance with UAE data protection laws and Simodi Bullion’s Privacy Policy. By using the Services, you consent to the processing and storage of your personal data within the UAE.
10. Miscellaneous: If any provision of these terms is found to be unenforceable or invalid, the remaining provisions shall continue in full force and effect.