1. DEFINITIONS

1.1. The following terms shall have the meanings indicated below:

Affiliate: shall mean, with respect to a particular Person, any entity that directly or indirectly controls, is controlled by, or is under common control with such person.

Additional Services: shall mean those other services that are not specifically addressed in these Terms and are/may be offered by MNGM, Merchant, and Logistical Services Provider, as relevant in relation to the Customer Precious Metals subject to their relevant rules that are/will be posted on the Platform. For avoidance of doubt, in the event of any discrepancy between these Terms, being complementary rules to the aforementioned other services, and the relevant rules to such services the latter shall prevail to the extent of the conflict.

Business Day: a day other than a Friday, Saturday, Sunday or public holiday in Egypt when banks in Egypt are open for business.

Cash Wallet shall mean the amounts topped up by the Customer on the Platform for the purposes of purchase and Gifting, if applicable, of Precious Metals over the Platform.

Customer: shall mean any Person who, as an end-user and not a trader, transacts using the Platform, as outlined in these Terms, to get the Services.

Customer Precious Metals: shall mean the Precious Metals purchased, sold, if applicable, exchanged and/or gifted by the Customer through the Platform, whether it is stored with or delivered by the Logistical Services Provider to the Customer upon Customer Request.

Customer Request: shall mean a purchase order, sell order, exchange order, gift order, delivery order, or storage order, placed by the Customer over the Platform in relation to the Precious Metals.

Force Majeure Event” shall mean any event that is beyond the reasonable control of MNGM, Merchant and/or the Logistical Services Provider and shall include, without limitation, sabotage, fire, flood, explosion, pandemics, act of God, civil commotion, strikes, lockouts or industrial action of any kind, riots, insurrection, war, acts of government, computer hacking, civil disturbances, unauthorized access to computer data and storage device, computer crashes, virus attacks, breach of security and encryption, and any other similar events not within the control of MNGM , Merchant and/or the Logistical Services Provider  and which MNGM, Merchant and/or the Logistical Services Provider is/are not able to overcome.

Fractional Precious Metals: shall mean the fractional units of Bullions initially offered and allocated by the Merchant, over the Platform, to a Customer or a specific pool thereof.

Gifting: shall mean the transfer of title of Precious Metals from one Customer to another Customer (“Beneficiary”) without consideration via the Platform.

Know Your Customer “KYC”: shall mean the process of verifying Customer’s identity prior to implementing the Customer Request wherein Customer is obliged to fill in forms and provide MNGM, Merchant and/or Logistical Services Provider with information and supporting documents as may be requested from time to time.   

Logistical Service Provider: shall mean any and all service provider(s) that is/are offering the services of storage and delivery of Precious Metals and related services to Customer over the Platform, whether directly or through a third party service provider pursuant to these Terms. 

Merchant: shall mean a precious metals trading and services company offering selling and buying, if applicable Precious Metals sourced from London Bullion Market Association (“LBMA”) accredited refineries and/or Responsible Jewellery Council (“RJC’) certified refineries and suppliers as well as local compliant Precious Metals, hallmarked by the Egyptian Hallmarking Authority, in accordance with these Terms.

Minor: any and all natural persons whose age is/are sixteen (16) years old and above but do/does not attain the age of twenty-one (21) years old.

MNGM/Platform Provider: shall mean EIH Consulting, a joint stock company organized under the laws of Egypt, whose commercial register no. is 159440, having its registered address at 55 Mohamed Mazhar St., Zamalek, Cairo, Egypt, can be contacted on +202 27368693, and who is responsible for providing the Platform through which the Merchant and Logistical Services Provider, as relevant will be able to provide the Services to the Customer.

Person: shall mean an individual, a company, a joint venture, a fund, a trust, an unincorporated organization and any other legal entity.

Platform: shall mean, and include, the website (www.mngm.com) and mobile application together with any other communication channel made available by the Platform Provider for Customer to accessing Merchant and Logistical Services Provider’s services offered thereon.

Precious Metals: shall mean gold and silver bullion (referred to collectively as “Bullions”), and/or Fractional Precious Metals, initially offered to the Customer by the Merchant over the Platform.

Precious Metals Profile: shall mean the profile created by the Customer on the Platform for the purposes of purchase and sale, if applicable, of Precious Metals over the Platform from, and to, the Merchant, as relevant together with the Gifting of Precious Metals. This profile also reflects the Customer’s Precious Metals balance, which may change from time to time based on purchase, sale, and gift orders, as applicable.

Precious Metals Profile Information: shall mean the information provided by the Customer for the purpose of creation of the Precious Metals Profile.

Services: shall mean, as prescribed in these Terms, i) selling/buying/exchanging, /vaulting, delivering of Precious Metals and other related services provided by the Merchant and Logistical Services Provider, as appropriate to the Customer; ii) offering the Additional Services; and iii) allowing Gifting.

In addition to the terms defined above, additional terms used below shall have the respective meanings assigned to them.

A) TERMS OF PLATFORM USE:

2. CREATION OF PRECIOUS METALS PROFILE AND REGISTRATION OBLIGATIONS

2.1. Before availing the Services, the Customer shall complete the registration process as may be prescribed from time to time. The Customer shall follow the instructions given on the Platform for opening a Precious Metals Profile. MNGM shall be entitled to collect and store relevant information and documents provided by the Customer to the Platform as per its internal policy or the prevalent statutory requirement. MNGM shall also be entitled, and Customer so accepts, to share such information and documents with the Merchant and the L ogistical Services Provider who, in turn, may use and/or share such information with relevant third parties for the purpose of enabling the Merchant, Logistical Services Provider, and/or assigned third parties, as relevant to deliver the Services.

2.2. MNGM reserves the right to suspend or terminate any Precious Metals Profile in the event any information or other relevant documents/information, including that pertaining to KYC, are found to be incorrect or authenticity of the documents / information is found to be doubtful. The suspension by MNGM may take effect immediately or later, with or without notice. In case of termination, MNGM shall give Customer, at least, a three (3) Business Day written notice of the intention to terminate this Agreement without the need for a court order or any other judicial proceeding.The Customer hereby undertakes to indemnify and keep indemnified MNGM against any and all losses, claims, liabilities, costs, etc. which arise out of or relating to the failure to identify the Customer and validate the Precious Metals Profile promptly and/or due to any incorrect documents/information.

2.3. Customer’s Obligations

2.3.1. The Customer will be responsible for maintaining the confidentiality of the Precious Metals Profile Information, and shall be fully responsible for all activities that occur under the Precious Metals Profile. The Customer agrees to immediately notify MNGM of any unauthorized use of the Precious Metals Profile Information or any other breach of security. MNGM cannot and will not be liable for any loss or damage arising from failure to comply with this paragraph (2.3.1). The Customer may be held liable for losses incurred by MNGM or any user or visitor of the Platform due to authorized or unauthorized use of the Precious Metals Profile, as a result of Customer failure in keeping the Precious Metals Profile Information confidential.

2.3.2. The Customer shall ensure that the Precious Metals Profile Information provided by the Customer in the registration form is complete, accurate and up-to-date. Use of another Customer’s Profile Information for availing of any of the Services and/or for use of the Platform is expressly prohibited.

2.3.3. As and when required by MNGM pursuant to any requirement under law, internal policies, or as required by the Merchant and Logistical Services Provider, as relevant the Customer will be required to provide additional information and/or documents for fulfilling the requirements (including updated KYC, where applicable). The Customer authorizes MNGM, Merchant and Logistical Services provider, as relevant to make such enquiries as may be necessary to satisfy the validity of the Customer’s identity. The Customer shall be responsible for the correctness of information provided to MNGM from time to time. If the Customer have reasons to believe that there is an error in the information that the Customer has furnished , the Customer shall immediately provide correct/updated information. The Customer agrees that if the Customer provides any information/documentation (including for the purposes of KYC) that is untrue, inaccurate, not current or incomplete, (or becomes untrue, inaccurate, not current or incomplete) or if MNGM, Merchant and Logistical Services provider, as relevant,  have reasonable grounds to suspect that such information/documentation is untrue, inaccurate, not current, incomplete, or not in accordance with these Terms, MNGM, pursuant to paragraph (2.2) hereof, shall have the right to temporarily suspend the Customer’s access to the Precious Metals Profile, until it receives the required information and other documentation in a form and manner satisfactory to MNGM. MNGM shall also have the right to indefinitely suspend, terminate without the need for a court order or any other judicial proceeding, or block access to the Precious Metals Profile on the Platform and refuse to provide the Customer with access to the Platform on legitimate grounds, being legal, commercial or technological.

3. USE OF THE PLATFORM AND SERVICES

3.1. The Customer acknowledges that the Services provided through the Platform are for the personal use and agree not to publish or distribute the Precious Metals prices or descriptions of Precious Metals and/or any other information displayed on the Platform (in lieu of the Customer’s access to the Platform) on any other medium. The Customer shall not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or Services obtained from the Platform.

3.2. Subject to these Terms, the Customer hereby consents and grants MNGM, Merchant and Logistical Services provider, as relevant a non-exclusive, worldwide, royalty-free right to (a) collect, store and transmit Customer’s data, in each case solely to the extent necessary for providing the Services through the Platform to the Customer, and (b) share Customer’s data or interact with other people and third parties’ service providers, to distribute and publicly perform and display Customer’s data as the Customer direct or enable through the Services. The Customer hereby provides the Customer’s consent to MNGM, Merchant and Logistical Services Provider, as relevant to use and/or share any data generated by Customer when soliciting or using the Services over the Platform. Customer hereby understands and consents that MNGM, Merchant and/or the Logistical Services Provider, as appropriate may share Customer data with third parties’ service providers inside or outside Egypt to be able to enable or provide the Services. The Customer’s data will continue to be governed by confidentiality obligations outlined in paragraph (22).

3.3. The Customer represents and warrants that: (i) the Customer’s data and its transfer to and use by MNGM, the Merchant and Logistical Services Provider as authorized by the Customer under these Terms do not violate any laws or rights of any third party, including without limitation any intellectual property rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorized herein is not inconsistent with the terms of any applicable privacy policies. Other than its security obligations under these Terms, MNGM, Merchant and Logistical Services Provider assume no responsibility or liability for the Customer’s data, and the Customer shall be solely responsible for such data and the consequences of using, disclosing, storing, or transmitting it.

3.4. Accessing, browsing or otherwise using the Platform indicates the Customer’s agreement to all the terms and conditions under these Terms. The Customer is advised to read these Terms carefully before proceeding. By impliedly or expressly accepting these Terms, the Customer also accept and agree to be bound by all policies posted on the Platform, including but not limited to the privacy policy of MNGM (“Privacy Policy”), as amended from time to time. The Customer can view and read the Privacy Policy of MNGM at the Platform.

3.5. The Customer may not use the Platform or avail of the Services if the Customer does not accept the Terms or are unable to be bound by the Terms, as amended. As a condition of Customer’s access to and use of the Platform or the provision of any Services to the Customer using the Platform, the Customer agrees to comply with all applicable laws and regulations when using the Platform. If MNGM is of the opinion that the Precious Metals Profile is being used by the Customer for any unlawful purpose, MNGM shall have the right to take all actions available to it, including black-listing or blocking the Customer from using the Services through the Platform or intimating the relevant authorities of such unlawful activities.

3.6. MNGM, Merchant and Logistical Services Provider, as relevant shall not be held liable for any loss of data, technical or otherwise, information, or for particulars supplied by the Customer, due to the reasons beyond its control like corruption of data or delay or failure to perform as a result of a Force Majeure Event.

3.7. Access to and the provision of the Services through the Platform may be interrupted, including for maintenance, repairs, upgrades, or network or equipment failures. MNGM strives to keep access to the Services through the Platform up and running; however, all online services suffer occasional disruptions and outages. MNGM is not liable for any disruption or loss that Customer may suffer as a result.

4. MEMBER ELIGIBILITY

4.1 Use of the Platform and/or the Services is available only to a Person who can enter into legally binding contracts under the Egyptian laws. Persons who are "incompetent to contract" under the Egyptian laws including minors subject to paragraph (4.2) below, un-discharged insolvents and persons of unsound mind are not eligible to use the Platform or the Services. Subject to paragraph (4.2) below, any Person under the age of 21 shall not register on the Platform and shall not transact on or use the Platform in relation to or for any Services. MNGM reserves the right to terminate any Person’s membership and/or refuse to provide such Person with access to the Platform and/or any Services if it is brought to MNGM’s notice or if it is discovered that such Person is not eligible to use the Platform and/or any Service.

4.2 Minor is eligible to create an account over the Platform and place a Customer Request thereon, provided the following:

1. Minor is authorized, by law or by virtue of a court order, to dispose of Minor’s own assets, or a portion thereof;
2. Minor’s source of funding comes from gifts or donations granted by Minor’s father or any third parties; and/or
3. Minor’s source of funding emanates from remuneration or wages got from Minor’s job, being self-employed or employee.

4.3 A minor may not place a gift order over the Platform. A Minor may, though, be a Beneficiary of a gift order.

5. ASSIGNMENT

The Customer rights under the terms of Platform use are non-assignable without the prior written consent of MNGM.

6. SUSPENSION / CLOSURE OF PRECIOUS METALS PROFILE

6.1. MNGM may, at its discretion, suspend Precious Metals Profile of Customers, if there appears to be a fraudulent or suspicious activity in the profile. If MNGM is of the opinion that the Customer is involved in any unlawful activity or the Precious Metals Profile is used for any unlawful purpose, MNGM shall have the right to take all actions available to it, including black-listing or blocking the Customer from using the Services on its Platform or blocking Customer’s access to the Services through the Platform or intimating the relevant authorities of such unlawful activities.

6.2. The Customer shall inform immediately, in any case no later than 10 (ten) calendar days of the creation of the Precious Metals Profile, of any irregularities or discrepancies that may exist in Customer’s Precious Metals Profile, failing which it shall be deemed that there is no error or discrepancy in the profile. All records maintained by MNGM, in electronic or documentary form of the instructions of the Customer and such other details (including, but not limited to payments made or received by Customer) pursuant to the Terms, shall as against the Customer, be deemed to be conclusive evidence of such instructions.

7. TERMINATION OF SERVICES

With due regard to the timeframe set forth in paragraph (2.2), MNGM, in its sole discretion, may suspend, discontinue or terminate, without the need for a court order or any other judicial proceeding, access to all or any portion of the Platform or the Customer ability to access any Services through the Platform at any time for legal, business or technological reasons.

8. ABSENCE OF RELATIONSHIP

8.1. MNGM is the Platform Provider. The involvement of MNGM is limited to providing access to the Customers on the Platform to the Precious Metals made available by the Merchant and delivered and/or stored by the Logistical Services Provider, as relevant. MNGM as the Platform Provider assumes no liability for the Services except for providing Customer support in addressing the queries related to the Services and facilitating payment processing made in relation to them. For avoidance of doubt, MNGM in relation to Services offered over the Platform, is neither a buyer nor a seller nor a vault keeper nor a carrier nor an agent to either Merchant, Logistical Services Provider or Customer, and does not warrant the performance of the Merchant and/or Logistical Services Provider of their respective obligations under these Terms.

8.2. No relationship other than user-platform relationship, including, without limitation, any agent-principal relationship, any advisor-advisee relationship, any employee-employer relationship, any franchisee-franchisor relationship, any joint venture relationship or any partnership relationship, exists between the Customer and MNGM.

9. FEEDBACK

9.1. The Platform may allow the Customer to post reviews and experience of using the Platform ("Reviews") in order to improve the Platform and the user experience.

9.2. The Customer is responsible for the Reviews that the Customer uploads, posts, publishes, transmits or otherwise makes available on the Platform. The Customer represents that all such Reviews will be in accordance with applicable law. The Customer acknowledges that MNGM does not endorse any Reviews on the Platform and is not responsible or liable for any Reviews. The Customer understands that the Reviews do not fall within the scope of Confidential Information stated under paragraph (21); however, the Customer reserves the right to disable, at anytime, access to the Reviews on the Platform.

9.3. The Customer hereby grants MNGM a perpetual, non-revocable, worldwide, royalty-free and sub-licensable right and license to use, copy, distribute, display, publish, transmit, make available, reproduce, modify, adapt the Reviews in any manner as deemed appropriate by MNGM in any form including but not limited to print, broadcast, online and across any and all websites and platforms owned and/or operated by MNGM.

10. CONTENT AND INTELLECTUAL PROPERTY RIGHTS

10.1. MNGM solely and exclusively owns or duly licensed to use respective copyrights, trademarks, service marks, logos, trade names, and other intellectual and proprietary rights associated with the Services and displayed on/accessed on the Platform and is protected under Egyptian law.

10.2. Any infringement shall lead to appropriate legal proceedings against the Customer at appropriate forum for seeking all available remedies under applicable laws of the country.

11. LINKS TO/FROM THIRD-PARTIES WEBSITES/APPLICATIONS

The Platform may contain links and interactive functionality interacting with the websites of third parties. MNGM will not be responsible for and or has any liability for the functionality, actions, inactions, privacy settings, privacy policies, terms, or content of any such websites. Before enabling any sharing functions to communicate with any such website or otherwise visiting any such website, MNGM strongly recommends that the Customer review and understand the terms and conditions, privacy policies, settings, and information-sharing functions of each such third-party website.

12. ELECTRONIC ORDER RISKS

12.1. The Customer understands and acknowledges that the Platform may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information from the Customer’s device and/or any device used by the Customer to connect to the Platform as well as from peripherals (including, without limitation, servers and computers) connected to any of the above-mentioned devices. The Customer assumes all risks and costs associated with the Customer’s use of the Services and the Platform, including without limitation, any costs incurred for the use of the Customer’s device and any damage to any equipment, software or data.

12.2. Commercial internet service providers are not 100% reliable and a failure by one or more of these providers may affect internet-based order entry. The Customer acknowledges that the order entry system is an electronic mechanical system and as such may be subject to failure beyond the control of MNGM. Therefore, MNGM shall not be responsible for errors, negligence, inability to execute orders, delays in transmission, delivery or execution of order due to breakdown or failure of transmission or communication facilities (including in any device used to connect to the Platform), or to any other cause beyond MNGM control or anticipation.

B) TERMS OF SALE & PURCHASE:

13. PURCHASE OF PRECIOUS METALS

13.1. The Merchant will be selling Precious Metals to the Customer through the Platform.

13.2. The Customer can buy Precious Metals at the Market Raw Prices of Precious Metals shown on the Platform in addition to paying the Merchant’s related premium (altogether “Market Price”). Market Raw Prices means that these quotes are linked to the prices of Precious Metals in the domestic and/or international commercial bullion market in Egypt.

13.3. It is hereby clarified that such Market Price of Precious Metals shall constitute an invitation to purchase Precious Metals at the Market Price to all Customers. Notwithstanding the foregoing, the Customer understands that the Market Price may vary multiple times within a day, and accordingly the Customer’s payment obligations for any order will depend on the Market Price then prevailing.

13.4. The Merchant shall issue the Customer an electronic invoice confirming the Customer Request placed after placing such order, and upon receiving payments against the order, in a manner it may deem fit. Such invoice and confirmation shall be sent to the e-mail address provided by the Customer which evidence the receipt of the Customer Precious Metals by the Customer in the Precious Metals Profile and hence, the Customer is not entitled to correct or amend a Customer Request. Further, MNGM shall instantly update Customer’s Precious Metals Profile accordingly.

13.5 Customer is not entitled to correct or amend a purchase order of Fractional Precious Metals upon receiving the electronic invoice set forth in the preceding paragraph (13.4). For avoidance of doubt, purchased Fractional Precious Metals will be automatically stored with Logistical Service Provider, as such Fractional Precious Metals is, by its very nature, intended purpose and industry practice, non-separable and non-divisible part of the related Bullions.

13.6 Customer may not correct or amend a purchase order of Bullions upon receiving the electronic invoice set forth in paragraph (13.4) should the Customer opt for storing same with the Logistical Services Provider at the time of placing the aforementioned purchase order.

13.7 Customer may not ask for refund or replacement of Fractional Precious Metals nor delivery thereof throughout the term of this agreement, as such Fractional Precious Metals is, by its very nature, intended purpose and industry practice, non-separable and non-divisible part of the related Bullions.

13.8 Given the nature of the Precious Metals and trade usage in this industry, Customer may not ask for refund or replacement of Bullions upon delivery of same to the Customer or storing of same with the Logistical Services Provider, as appropriate.

13.9 In the event that the delivered Bullions, in the wake of purchase or exchange order, is/are defective, Customer may either ask for refund or replacement of same within thirty (30) calendar days from the delivery date. In this case, Merchant shall satisfy the Customer’s request within seven (7) calendar days from receiving the said request.

13.10 In the event of non-delivery of Bullions within thirty (30) calendar days from receiving the aforementioned electronic invoice for reasons attributable to Merchant, except for Force Majeure Event, Customer may request from Merchant to refund the amount paid by Customer to Merchant at the time of the buy transaction(s) at Merchant’s expense.

13.11 The risk of loss and/or deterioration of Precious Metals shall be transferred to the Customer upon delivery of Bullions to the Customer or storage of Precious Metals with the Logistical Services Provider, as appropriate. 

13.12 In all cases, the Customer irrevocably waives all rights, preemption or otherwise, related to the purchase of Fractional Precious Metals i) sold by Merchant or another Customer, as prescribed by these Terms; and/or ii) gifted by the Customer pursuant to these Terms.

13.13. Notwithstanding anything to the contrary contained in these Terms, the Merchant shall be entitled to accept or reject a Customer purchase order, at its sole discretion. Any rejection shall be based on reasonable and legitimate grounds.

13.14 In case of rejection of a Customer purchase order in accordance with these Terms, where payments have been received, such payments shall be returned to the Customer to the bank account linked to the Customer’s Precious Metals Profile or the other payment method used by the Customer in the purchase transaction.  

14. SELL THE CUSTOMER PRECIOUS METALS

14.1. The Customer is provided an option, not an obligation, to sell the Customer Precious Metals based on the Market Raw Prices on the Platform to the Merchant. Such option will be available for the Customer after two (2) Business Days from the date of Precious Metals purchase. If the prices are found acceptable to the Customer, the Customer shall confirm the Customer Request, in a form and manner acceptable to the Merchant. After placing such Request, Customer shall receive an electronic invoice, via email or other electronic medium, confirming the Customer sale order. MNGM shall instantly update Customer’s Cash Wallet accordingly.

14.2. In the absence of a manifest technical error attributable to the banking systems, within a period of two (2) Business Days of the Customer Request being confirmed or such further period as may be required, the payment, pursuant to the Customer Request, shall be disbursed by the Merchant at the Market Raw Prices indicated at the time of placing such Customer Request. The Merchant shall arrange for such payments to be made to the Customer’s bank account or the other payment method used by the Customer in the purchase transaction, if possible (as the case may be), details of which are provided by the Customer. If there is any mistake in any relevant information provided by the Customer, the Merchant will not be held responsible for the same.

14.3. It is hereby clarified that the Merchant will provide this service on a best-efforts basis and only when the commercial bullion market is in operation. The Merchant does not in any way guarantee that this option will be available to the Customer at all times.

14.4. While reasonable efforts will be made to offer the Customer a competitive price for the Customer Precious Metals, there is no guarantee that the price offered to the Customer will be close to or comparable with other prices available in the market.

14.5. For avoidance of doubt, the Customer may sell, at the Customer sole discretion, the delivered purchased Bullions to any third party without prior notice to the Merchant. The Merchant shall not be held liable for such transaction.

14.6 If the Customer wishes to sell Fractional Precious Metals, the Customer may freely do so as set out under clause 14.1 of these Terms. Customer may also buy additional Fractional Precious Metals so that the Customer owns at least one Bullion and i) sell it as set out under paragraph (14.5), if delivered, or paragraph (18.11), if stored with the Logistical Services Provider; or ii) exchange it pursuant to paragraph (15).

15. EXCHANGE ORDER

15.1 Customer is eligible at any moment throughout the term of these Terms, to place an exchange order of the owned Fractional Precious Metals with Bullions if the total weight and/or value of the Customer Fractional Precious Metals reaches the weight and/or value of the Bullions determined by the Merchant and posted on the Platform.

15.2 Customer is eligible at any moment throughout these Terms to place an exchange order of the owned Bullions with Fractional Precious Metals if the exchange order contains the weight and/or value of the fractional Precious Metals eligible for exchange, as determined by the Merchant and posted on the platform.

15.3 The exchange orders set forth in the preceding paragraphs (15.1) & (15.2) are subject to fees to be determined by the Merchant and posted on the Platform.

16. Gifting

16.1 Customer may freely place a gift order to any other Customer over the Platform. An electronic message, being it an email or otherwise, shall be sent to the Customer and the Beneficiary confirming the gift order. MNGM shall instantly update the Precious Metals Profile of Customer and Beneficiary respectively.

16.2 Beneficiary is provided an option, not an obligation, to sell the gifted Precious Metals based on the Market Raw Prices to the Merchant subject to the terms of paragraph (14).

17. EFFECT OF TERMINATION OF SALE & PURCHASE SERVICES

On termination of services offered by Merchant to Customer over the Platform for any reason whatsoever:

17.1 Without prejudice to paragraphs (18.11; 18.12; 18.13;19) Customer may, in its sole discretion, sell to Merchant the Precious Metals that are stored with the Logistical Services Provider in accordance with paragraph (14).

C) TERMS OF LOGISTICAL SERVICES

18. GENERAL STORAGE & DELIVERY TERMS

18.1 Prior to storage, Customer shall create a storage account with the Logistical Services Provider and complete the verification process, including a KYC form, if applicable which may include the provision of relevant information and/or documentation. Such information and/or documentation, in whole or in part, may be provided through MNGM.

18.2 Fractional Precious Metals purchased by the Customer pursuant to these Terms, must be stored with the Logistical Services Provider in a vault, as such Fractional Precious Metals are, by their very nature, intended purpose and industry practice, non-separable and non-divisible part of the related Bullions.

18.3 Bullions purchased by the Customer pursuant to these Terms, may, at Customer’s sole discretion, be stored with the Logistical Services Provider in a vault.

18.4 Payment to Logistical Service Provider for storage services shall be made by Customer in accordance with the following:

a)  Storage fee shall be i) 0.5% of the value of stored gold; or ii) 2% of the value of stored silver computed, as follows:

1. (Value of stored gold/silver, as relevant) x (0.5%/2%, as appropriate) x (No. of days utilized /365))

b) Value of stored Precious Metals is calculated daily based on precious metals ask price posted on the Platform at 9pm Greenwich Mean Time (“GMT”).

c) All payments shall be effected by Customer no later than the last Business Day of the following month of receiving an electronic invoice with the due amount, via email or other electronic medium.

d) In the event that the Customer defaults on the payment of the storage fee or any other fees owed to the Logistical Services Provider (if applicable), the Customer irrevocably authorizes the Merchant to settle the overdue amount by deducting the outstanding sum from the Customer’s Cash Wallet.

e) In the event that the balance in the Cash Wallet is insufficient to pay off the debt, the Customer irrevocably authorizes the Merchant to deduct any amounts subsequently topped up by the Customer into the Cash Wallet, up to the outstanding debt amount.

F) For any amounts remaining unpaid after 365 days, the Customer irrevocably authorizes the Merchant to sell an equivalent value of the Customer’s Fractional Precious Metals to settle the outstanding debt. The sale shall be executed at the Market Raw Prices at 2pm Cairo Time.  MNGM shall update the Precious Metals Profile accordingly.  In the event of any residual cash remaining after the sale, the Merchant, in coordination with MNGM, shall transfer such residual amount to the Customer’s bank account. MNGM shall update the Cash Wallet accordingly.

18.5 Upon Customer’s request, the Logistical Services Provider will make delivery of Bullions to Customer either directly or through another third party service provider appointed by the Logistical Services Provider against delivery fee to be determined by the Logistical Services Provider and posted on the Platform. For the purpose of this delivery, Customer shall provide a valid address together with any other documents and/or information that is specified by the Logistical Services Provider from time to time.

18.6 Logistical Services Provider shall perform its obligations under these Terms in a professional and high-quality manner and in accordance with good industry practice as a reasonable and prudent operator and provider of commercial vault services and shall maintain and operate the vault and associated ancillary equipment so to be always suitable for the storage, receipt and handling of the Precious Metals. Logistical Services Provider is responsible for the good and proper maintenance, supervision and protection of the vault at all times. 

18.7 Customer acknowledges and agree that Logistical Services Provider shall have full liberty to perform its obligations directly by itself or sub-contract any or all of the said obligations to a third-party subcontractor provided always that Logistical Services Provider shall be liable in full for the acts and omissions of any subcontractor through whom it performs such obligations as if those acts or omissions were those of the Logistical Services Provider itself.

18.8 The Logistical Services Provider has the right to process data provided by the Customer either directly or through MNGM in connection with the Precious Metals that will be stored by the Logistical Service Provider, to transfer such data to other contractors or sub-contractors and partners of the Logistical Service Provider network, and to have it processed by them if and to the extent the transfer and processing of the data is required for performing the Service Provider’s obligations under these Terms.

18.9 To ensure that the Customer Precious Metals stored in the vault is adequately protected, necessary insurance policy/ies has been obtained by the Logistical Service Provider or its sub-contractor, as relevant in line with the industry practice. Pursuant to such insurance policy/ies, for any loss or damage to the Customer Precious Metals stored in the vault, the Customer hereby authorizes the Logistical Service Provider to act as the beneficiary under the said insurance policy/ies and to take all steps necessary to protect the Customer interests. The Logistical Services Provider undertakes to pay the Customer the insurance proceeds amount proportionate to loss or damage of the Precious Metals stored in the vault after receiving it in accordance with the aforementioned insurance policy/ies. The aforementioned proceeds constitute the Customer’s exclusive remedy in relation to loss or damage of the Precious Metals provided that it is not due to fraud committed by or gross negligence of the Logistical Services Provider or any of its sub-contractors, where applicable.

18.10 Unless specifically agreed otherwise in writing, Logistical Service Provider shall be under no obligation whatsoever to ascertain or check the nature or condition of the Precious Metals or confirm the authenticity of any Precious Metals.

18.11 If the Customer wishes to sell, lease, give a possessory lien over, or dispose of Precious Metals kept in vault, by any means, to any third- party, both the Customer and such third-party must appear in-person at the Logistical Service Provider’s head office and complete the verification process of the transfer of ownership, rights, interests, or of the said lien, as appropriate which may include the provision of relevant information and/or documentation. Customer may procure the address of the said head office from MNGM.

18.12 Should Logistical Services Provider suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of its business, or be subject to any court order or legal proceedings to appointing an administrator or receiver over its assets, Logistical Services Provider must deliver to Customer Bullions stored in the vault in the name of Customer within 30 days from the occurrence of any of the aforementioned events whichever is earlier subject to pay the other dues that are owed to Logistical Services Provider under these Terms, if applicable.

18.13 Should Logistical Services Provider suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of its business, or be subject to any court order or legal proceedings to appointing an administrator or receiver over its assets, Customer hereby authorizes Logistical Services Provider to sell on the Customer’s behalf Fractional Precious Metals stored in the vault in the name of Customer to Merchant or third parties based on bid price depicted on the Platform at 2pm Cairo Time. Logistical Services Provider shall transfer the proceeds of the said sale to the Customer’s bank account or the other payment method used by the Customer in the purchase transaction after deducting all the charges (including but not limited to charges due and payable to Logistical Services Provider together any other relevant expenses, and third-parties service providers’ charges, if applicable) within 30 days from the occurrence of any of the aforementioned events whichever is earlier.

19. EFFECTS OF TERMINATION OF LOGISTICAL SERVICES

On termination of services offered by Logistical Services Provider over the Platform:

19.1 Customer may, in its sole discretion, request from the Logistical Services Provider to deliver to the Customer the Bullions against delivery fee together with the other dues that are owed to Logistical Services Provider under these Terms, if applicable or to keep same in the vault after the termination of these Terms for any reason whatsoever for a period not exceeding thirty (30) days (“Extended Period”) from the termination date of services, as described above, subject to paying the fee set forth in paragraph (18.4).

19.2 Customer may, in its sole discretion, request from the Service Provider to keep the Fractional Precious Metals after the termination of these Terms for any reason whatsoever for a period not exceeding the Extended Period from the termination date of services, as described above, subject to paying the fee set forth in paragraph (18.4).

19.3 Nothing in these Terms prevent Customer and Logistical Services Provider from entering into a separate logistical services agreement between them after the termination of these Terms, for any reason whatsoever, or the lapse of the Extended Period, as appropriate.

19.4 In the event that Customer elects not extend the storage pursuant to paragraph (19.2) nor to sign a new agreement in accordance with paragraph (19.3), Customer hereby authorizes Logistical Services Provider to sell on the Customer’s behalf Fractional Precious Metals stored in the vault in the name of Customer to Merchant or third parties based on the bid price posted on the Platform at 2pm Cairo Time. Logistical Services Provider shall transfer the proceeds of the said sale to the Customer’s bank account or the other payment method used by the Customer in the purchase transaction after deducting all the charges (including but not limited to charges due and payable to Logistical Services Provider together any other relevant expenses, and third-parties service providers’ charges, if applicable) within 30 days from the termination of this agreement, for any reason whatsoever, or the lapse of Extended Period, as appropriate.

D) MISCELLANEOUS TERMS:

20. PAYMENT

 20.1 Payment will be accepted through the payment options made available on the Platform, which may include redirection to a Payment Gateway hosted by other third party website or platform who may charge Customer a service fee. At the time of the Customer Request, the relevant taxes, levies and fees will be chargeable as applicable as per the enforceable regulations. It is hereby clarified that Customer Request that received electronic invoice pursuant to paragraph (13.4) shall stand, however, cancelled if the payment fails for any reason whatsoever.

20.2 The Merchant and Logistical Services Provider, as relevant reserve the right to cancel a Customer Request, at its/their sole discretion, if the Customer’s information, provided prior to placing the Customer Request, is not accurate or complete and the Merchant and Logistical Services Provider, as appropriate is/are of the opinion, based on legitimate grounds, that the Customer is not eligible to get the relevant Services. MNGM shall amend accordingly the Customer’s Precious Metals Profile and Cash Wallet, if applicable.

20.3 Without prejudice to paragraph 18.4 hereof and the Additional Services, it is agreed that all residual amounts in the Cash Wallet will be allocated to the next purchase order. However, Customer may expressly request the refund of such amounts or a portion thereof. For avoidance of doubt, the cost of refund will be borne by the Customer.

21 FORCE MAJEURE

If performance under these Terms is prevented, restricted, delayed or interfered with by reason of labour disputes, strikes, acts of God, floods, lightning, severe weather, shortages of materials, rationing, inducement of any virus, trojan or other disruptive mechanisms, any event of hacking or illegal usage of the Platform, utility or communication failures, earthquakes, war, revolution, acts of terrorism, civil commotion, acts of public enemies, blockade, embargo or any law, order, proclamation, regulation, ordinance, demand or requirement having legal effect of any government or any judicial authority or representative of any such government, or failure of any device used to access the Platform, or any other act whatsoever, whether similar or dissimilar to those referred to in this paragraph (21), which are beyond the reasonable control of MNGM, Merchant and/or the Logistical Services Provider and could not have been prevented by reasonable precautions, then MNGM, Merchant and/or the Logistical Services Provider shall be discharged from such performance to the extent of and during the period of such force majeure event. Such non-performance by MNGM, Merchant and/or the Logistical Services Provider shall, in no manner whosoever, amount to a breach of its obligations under these Terms.

22. CONFIDENTIALITY

MNGM, Merchant and the Logistical Services Provider will keep all confidential information confidential, including the Customer personal information, and shall not disclose it to anyone except as required by law and to third-parties service providers to fulfil their obligations therewith, and shall ensure that such confidential information is protected with security measures and a degree of care that it would apply to its own confidential information. MNGM, Merchant and the Logistical Services Provider shall use all reasonable endeavors to ensure that its employees, directors, agents and contractors acknowledge and comply with the provisions of this paragraph (22) as if such person was subject to these terms of confidentiality.

23. LIMITATION OF LIABILITY

23.1 The Customer hereby acknowledge that the MNGM, Merchant and/or Logistical Services Provider (including but not limited to its, directors, employees, agents and partners) shall not be held liable to the Customer for any consequential, incidental, and or loss of profit or revenues. MNGM, Merchant and/or Logistical Services Provider shall also not be liable under any circumstances for damages arising out or related in any way to the Customer’s inability to access, or Customer’s difficulty in accessing the Platform to avail of any Services, any bugs, viruses, trojan horses, or the like, which may be transmitted to or through the Platform by any third party, any loss of Customer’s data, any claim relating to Customer’s data or content from the Services and/or Customer’s failure to keep the Precious Metals Profile Information secure and confidential. The Customer further agrees that MNGM shall not be held responsible in any manner whatsoever for any and all acts or omissions of the Merchant, the Logistical Services Provider or any other third party whosoever including (but not limited to) any person whose device has been used by the Customer to access the Platform for the purposes of accepting/collecting any payments from the Customer to get the Services on the Platform . MNGM shall not be held responsible in any manner whatsoever for any and all acts of Merchant, Logistical Services Provider and/or any third-party service provider.

23.2 The Merchant and/or the MNGM do not guarantee any returns, on any transactions consummated vis-à-vis the Platform, to any person, either directly or indirectly. The Customer shall be solely responsible for undertaking appropriate and effective due diligence and related analysis before undertaking any transactions pursuant to these Terms. The Customer acknowledges that the Merchant and MNGM are not providing or offering any investment product or advice and do not offer any guarantee / assured returns. The Customer further acknowledges that value of Precious Metals may vary/fluctuate depending on various factors and forces. The Customer represents and warrants to MNGM and the Merchant that Customer has sufficient experience and knowledge to make informed decisions to purchase/sell/exchange/ and/or gift Precious Metals. The Customer also acknowledges that he/she has not relied on any information made available either by the MNGM or the Merchant and that MNGM or the Merchant is not making any recommendation with respect to such purchase/sell, if applicable/exchange or gift of Precious Metals. The Customer further acknowledges and agrees that the Merchant and/or MNGM and its/their officers, directors, employees, agents and Affiliate will have no liability for the Customer’s purchase/sell/exchange and/or gift decisions.

24. AMENDMENTS, ACCEPTANCE OF TERMS

The MNGM, Merchant and/or Logistical Services Provider reserve the right, to change, modify, add or remove portions of these Terms at any time. Such changes shall be posted on the Platform and shall be notified to the Customer prior to applying such changes. Notwithstanding anything to the contrary, Customer shall be responsible for regularly reviewing the Terms, including amendments thereto as may be posted on the Platform and shall be deemed to have accepted the amended Terms by continuing the use of Platform.

25. SEVERANCE

If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms.

26. NOTICES

26.1 Notices under these Terms said notice shall be addressed, as follows:

26.1.1 MNGM, Merchant and/or Logistical Services Provider:

Physical Address: 55 Mohamed Mazhar St. Zamalek, Cairo, Egypt

or

Electronic means: Sending email to hello@mngm.com

26.1.2: Customer:

Physical address: address shown on the identity card/residence card, as appropriate (for individuals), or the commercial register/constitutional documents, as relevant (for legal persons).

or

Electronic means: Sending the notice to Customer’s VERIFIED email address or mobile number.

• In the event of any change of the Customer’s addresses, including the electronic means, set forth in paragraph (26.1), Customer is changed is required to inform MNGM, Merchant and Logistical Services Provider about such change via a registered letter with acknowledgment of receipt within seven (7) calendar days from the date of this change. Failing that, it will be considered correct to contact the Customer at the addresses stated in the Terms.

• In the event of any change of the MNGM, Merchant and/or Logistical Services’ addresses, including the electronic means, set forth in paragraph (26.1), MNGM, Merchant and/or Logistical Services Provider is/are required to inform the Customer about such change via an email or SMS, as relevant to Customer’s VERIFIED email address or mobile number within seven (7) calendar days from the date of this change. Failing that, it will be considered correct to contact the MNGM, Merchant and/or Logistical Services Provider at the addresses stated in the Terms.

• Notices sent in accordance with this paragraph (26) will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) via registered email with acknowledgement of receipt; or (d) if transmitted by electronic means, be deemed to have been given and received on the next Business Day following the day of sending the notice to i) the email stated above in the case of MNGM, Merchant and Logistical Services Provider; and/or ii) the verified email address or mobile number, in the case of Customer.

27. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms shall be governed by and interpreted and construed in accordance with the laws of Egypt. Any dispute, controversy or claim arising out of or relating to these Terms, its interpretation, execution, the termination or invalidity thereof, shall be settled by arbitration in accordance with the Rules of Arbitration of the Cairo Regional Centre for International Commercial Arbitration (“CRCICA”). The number of arbitrators shall be one and the place of arbitration shall be Cairo. The language to be used in the arbitral proceedings shall be Arabic. The arbitral award rendered will be final, binding and conclusive.