SECTION 1
CUSTOMER AGREEMENT FOR SECURITIES TRADING ACCOUNT
By completing, signing and submitting the account application form, you acknowledge your understanding and acceptance and you agree to all the terms and conditions in this Customer Agreement for Securities Trading Account (“Agreement”).
Definitions and Interpretation
Access ID - any access identification created to sign in to your Account or Accounts that is unique to you.
Account – all and any accounts of any nature which TBSPL has opened or maintained for you or for your benefit (including TBSPL’s trust accounts in Singapore held for the benefit of its customers, the Custodial Account, Securities Account, Futures Account and Margin Account) or, where you consist of more than one Person, any one or more of you.
Applicable Laws – all relevant or applicable statutes, laws, rules, regulations, notices, orders, by-laws, rulings, directives, circulars, guidelines, practice notes and interpretations (and any and all forms, letters, undertakings, agreements, deeds, contracts and all other documentation prescribed thereunder), whether of a governmental body, regulatory or other authority, market, exchange, clearing house or self-regulatory organisations in relation to which a party or a relevant Account or Transaction is subject to.
Asset – Securities and any items, goods, or properties belonging to you and, if applicable, documents of title thereto.
Associated Person – a natural person who is or has been entrusted with prominent public functions (including the roles held by a head of state, a head of government, government ministers, senior civil service officers, senior judicial or military officials, senior executives of state-owned corporations, and senior political party officials) whether in Singapore or a foreign country, and any immediate family members and close associates of such a natural person.
Authorised Person - a Person authorised by you to access the Services in relation to your Account.
Authorised Signatory - a Person authorised (whether solely or jointly with another Person) to give Instructions, orders, notices, communications, messages, information, or other materials in respect of your Account and its operation, to enter into any agreement or Transaction or to request for any Service or new Services to be provided by, or Accounts to be opened with or maintained by, TBSPL for your benefit.
Business Day – a day TBSPL is open during standard Singapore office hours and, in the context of Instructions and Transactions involving a foreign element, a day when banks and relevant financial markets and institutions are open for business in the country concerned.
“CAR” – ascribed to the term “Customer Account Review” under the Notice on the Sale of Investment Products issued by the MAS under SFA.
Clearing Firm - any firm which provides custodial services and/or clearance and settlement services.
Collateral - any asset acceptable to each of TBSPL and the Clearing Firm from time to time furnished as continuing security for your obligations hereunder including cash, bonds, stocks, shares, and other types of Securities.
Connected Person - in relation to (a) an individual, means (i) the individual's spouse, son, adopted son, stepson, daughter, adopted daughter, stepdaughter, father, stepfather, mother, stepmother, brother, stepbrother, sister or stepsister; and (ii) a firm, a limited liability partnership or a corporation in which the individual or any of the persons mentioned in sub-paragraph (i) has control of not less than 20% of the voting power in the firm, limited liability partnership, or corporation, whether such control is exercised individually or jointly; or (b) a firm, a limited liability partnership, or a corporation, means another firm, limited liability partnership, or corporation in which the first-mentioned firm, limited liability partnership, or corporation has control of not less than 20% of the voting power in that other firm, limited liability partnership or corporation.
Contract Notes (Trade Confirmations) - the written confirmation of a Transaction which may be provided either electronically or on paper.
Custodial Account - an account established by TBSPL for your benefit at the Clearing Firm or banks for the purpose of holding your Assets and cash.
Customer Data - all information and documents relating to you (and, where applicable, your directors, partners, agents, representatives, shareholders and beneficial owners), your financial condition, any Account, the beneficial owners and beneficial ownership of the Accounts, the Services or any other products or services provided or proposed to be provided to you, your Assets, Collateral, any Transactions or dealings between TBSPL and you, the Terms and/or any other agreements between TBSPL and you including, but not limited to, Personal Data.
Debit Balance- a negative cash balance (which is subject to interest charges) in the Account, up to such amount as TBSPL may from time to time agree (taking into account such factors as TBSPL may think fit (including, but not limited to, the amount and type of Collateral held in the Custodial Account)) reflecting the debts owed by you to TBSPL.
Due Diligence - Investigations the checks that TBSPL may conduct (whether directly or through an agent) to confirm a Person's identity or particulars.
Electronic Instruction - any communication, instruction, Order, message, data information, other materials, or request received by TBSPL via the Electronic Trading Services and referable to the Access ID and/or Password or Authorised Person's Access ID and/or Password (including use of the Access ID and/or Password or Authorised Person’s Access ID and/or Password by any person, whether authorised or unauthorised by you or your Authorised Person) from you or your Authorised Person, or purporting to come from you or Authorised Person.
Electronic Trading Service - any electronic trading and other services or facilities which TBSL may make available to you from time to time, including through or at the Website, which allows for transmission, storage and processing of Electronic Instruction(s) and account maintenance, and offered via electronic means, including any card, electronic, computerised or telecommunication devices or modes of operating Accounts in or outside Singapore, and where the context requires, also means any Access ID or Password used to access electronic trading services.
ETF - an exchange traded fund.
Executing Broker - any contracted executing broker of TBSPL, providing order routing and market data services for securities markets for customers of TBSPL.
Event of Default - any, each, or all of the events of default described in Clause 28 of this Customer Agreement.
Futures Account - a segregated account established by TBSPL for your benefit and the purpose of your Transactions in connection of Futures Contracts.
Futures Contract – has the same meanings as set out in line (b) of the definition of “futures contract” in section 2 of the SFA
HKD – the lawful currency of Hong Kong.
Instructions - any communication, instruction, Order, message, data information, other materials, or request received by TBSPL, given or purportedly given by you or your Authorised Person or any other Authorised Signatory to TBSPL by such means as TBSPL may allow, and shall include an "Electronic Instruction".
Intermediary (or Intermediaries) - shall have the meaning ascribed thereto in Clause 5.
Liabilities - all moneys, obligations, and liabilities now or at any time hereafter due, owing, or incurred by you to TBSPL and the Intermediary, wherever incurred, whether on the Account, or in respect of the Services or any Transaction or any Instructions or otherwise in whatever manner and actual or contingent, present or future and in whatever currency and whether solely or jointly and in whatever name, style, or form and whether as principal debtor or as surety, including all Margin Facilities extended to you, obligations assumed by TBSL, any Executing Broker or Clearing Firm in your favour or other persons at your request, together with interest, commissions, fees, charges and all expenses, and legal costs on a full indemnity basis.
Loss - any and all expenses, losses, damages, liabilities, demands, charges, actions and claims of any kind or nature whatsoever.
Margin Account - an Account providing you access to TBSPL’s Margin Facility.
Margin Facility - a loan reflected as the Debit Balance granted (or to be granted) by TBSPL to you in connection with your purchase, sale, trading in, or otherwise dealing in Approved Securities (as may from time to time be notified to you by TBSPL), up to such amount and to such extent as TBSPL may from time to time agree.
Margin Maintenance Requirements - such margin maintenance or close-out margin requirement(s) as TBSPL may consider appropriate and impose on you or your Margin Account from time to time, and which may be amended from time to time at its discretion.
Margin Requirements - the Initial Margin and the Margin Maintenance Requirements.
MAS - the Monetary Authority of Singapore.
Natural Person – an individual human being.
Order - an order to buy or sell Securities or to otherwise enter into a Transaction, given or purportedly given by you or your Authorised Person or any other Authorised Signatory to TBSPL by such means as TBSPL may allow.
Password - any word, number, or combination thereof which is used to confirm your identity in entering your Access ID to access or use any of the provided systems or trading platforms.
PDPA - means the Personal Data Protection Act 2012 (Act 26 of 2012) of Singapore.
Personal Data – any data about an individual who can be identified from that data such as the individual’s name, NRIC, passport or other identification number, telephone numbers, address, email address and any other information relating to the individual, which you have provided to TBSPL and any other information to which TBSPL has or is likely to have access.
Securities - as defined under the Securities and Futures Act 2001 of Singapore
Securities Account - a segregated account established by TBSPL for your benefit and the purpose of your Transactions in connection of Securities, including Securities Margin Account if applicable
Services - the products and services, including but not limited to the Electronic Trading Services and all services provided in conjunction with the Electronic Trading Services, which are offered by TBSPL to its customers.
SFA - Securities and Futures Act 2001 of Singapore and all subsidiary legislation, notices, directives and guidelines thereunder.
SGD - the lawful currency of Singapore.
Taxes - any fee or charge levied by a government agency in Singapore or any other relevant jurisdiction.
TBSPL – Tiger Brokers (Singapore) Pte. Ltd.
Terms - shall have the meaning ascribed thereto in Clause 1.
Transactions - means any transaction effected by TBSPL with you or for your benefit including any transaction pursuant to or as a result of an Instruction and any transaction effected by TBSPL in relation to an Account.
Undersigned/(the) customer/you - yourself, acting on your own behalf, or acting in any authorised capacity for a Person or Persons.
USD – the lawful currency of United States.
US Person – a United States citizen or corporation, a fiscal resident of the United States or a person liable to tax in the United States on any grounds whatsoever.
Website – the URL address of TBSPL: www.tigerbrokers.com.sg
you - means the person or persons named in the Account application for purposes of registration at the website as the applicant(s), and where the context so admits, includes any one of those persons and may include one or more individuals, a partnership, a sole proprietorship or a corporation, and includes an Authorised User or an Authorised Signatory.
In this Agreement, and unless the context otherwise requires:
- headings and titles are inserted for convenience only and do not affect the interpretation of the contents;
- any reference to any agreement or document is to that agreement or document (and, if applicable, any of its provisions) as amended, novated, supplemented or replaced from time to time;
- any reference to any legislation or legislative provision includes any statutory modification or re-enactment of, or legislative provision substituted for, and any subordinate legislative provision;
- the singular includes the plural and vice versa;
- any reference to any gender shall include the other genders;
- any reference to TBSPL, Executing Broker or Clearing Firm's "discretion" shall be construed to refer to such entity's "sole and absolute discretion"; any determination to be made by such entity or any exercise by such entity of any rights or entitlement may be made at its sole and absolute discretion and, in every case, shall be conclusive and binding on you; and
- "Person" includes any individual, company, corporation, firm, partnership, joint venture, association, organisation, trust, state, or agency of a state (in each case, whether or not having separate legal personality).
1. Applicability of Customer Agreement
1.1 The terms and conditions in this Agreement, together with all disclosures, terms, conditions, rules, and regulations included on the Website, as the same may be amended, modified, supplemented, or replaced from time to time (collectively the "Terms"), shall apply to and govern each Account currently requested for, all Accounts opened and currently maintained, and all Accounts subsequently opened or established with TBSPL and/or its Intermediaries and in respect of all Transactions and Services.
1.2 The Terms shall govern your use of and access to the Website and the Electronic Trading Service and shall constitute the entire agreement between you and TBSPL and supersedes all prior or contemporaneous agreements between TBSPL and you.
1.3 If, in respect of a given Account, Transaction or Service, any additional or specific terms are stated to apply, such additional or specific terms shall apply (as supplemented by and read together with this Agreement) in respect of that Account, Transaction or Service, and shall form an integral part of this Agreement.
1.4 If there is any conflict or inconsistency between the Terms of this Agreement and any additional or specific terms in respect of the relevant Account, Transaction or Service, the latter shall prevail but only to the extent of such conflict or inconsistency.
1.5 The Terms of this Agreement must be read together with the terms and conditions in the Additional Terms of Securities Margin Facility, which shall apply if you have established a Securities Margin Account with TBSPL.
1.6 By completing the Application Form, agreeing to open the Account, maintaining or operating an Account, issuing any Instructions, entering into any Transaction or accessing, acquiring or using any Service in relation to Securities from, with or through TBSPL, you acknowledges to TBSPL that you have received, read and understood the Terms and all its contents, acknowledges and accepts the risks and other matters disclosed in the Terms, and agrees to, and undertakes to be bound by, as applicable to the Account, Instructions, Transaction, and Service accessed, acquired or used. The Customer’s acknowledgements, acceptance, agreements and undertakings in this Clause shall be conditions precedent to TBSPL’s performance of its obligations under this Agreement.
2. Amendment of Terms
2.1 You acknowledge and agree that the Terms may be amended, varied or supplemented by TBSPL from time to time by notice through the Website or by such other method of notification as TBSPL may designate (which may include notification by way of email or via Electronic Trading Service), such amendment to take effect on the date of such notice or on the date that TBSPL may specify without further consent from you.
3. Compliance with Applicable Laws
3.1 You acknowledge and agree that TBSPL will execute your Transactions via Executing Brokers and Clearing Firms and all Transactions undertaken by you or on your behalf through TBSPL under the Terms will be subject to the trading rules and policies of both the Executing Brokers and the Clearing Firms. In addition, any Order routed in any other jurisdiction, will also be subject to the Applicable Laws in the relevant jurisdiction.
3.2 You acknowledge and agree that your relationship with TBSPL hereunder, the opening, maintaining and operation of all Accounts, the provision of all Services, the implementation and execution of all Orders, and the entry into and settlement of all Transactions, shall be subject at all times to Applicable Laws. Notwithstanding anything herein to the contrary, TBSPL may take or refrain from taking any action whatsoever and you shall do all things required by TBSPL (including giving your full co-operation with any market, exchange or clearinghouse) in order for TBSPL to secure, procure or ensure for TBSPL’s benefit all compliance with Applicable Laws and TBSPL shall have no liability whatsoever to you for doing so.
3.3 You shall ensure that all necessary authorisations, licences, approvals and consents of any governmental or other regulatory body or authority applicable to each Transaction are obtained and that the Terms thereof and of all Applicable Laws are complied with. TBSPL may require you to supply, and you shall supply such evidence of compliance with as TBSPL may require. Notwithstanding the foregoing, the absence or lack of any such authorisation, licence, approval or consent shall not be a bar to any action or proceedings for recovery of payment or delivery by TBSPL against you in respect of any Account, Service or Transaction.
3.4 You further acknowledge and agree that TBSPL shall not be required to inform or obtain prior consent from you to comply with any order or directive of any court or any applicable regulatory authority issued on or in respect of your Account. You also acknowledge and agree that TBSPL shall not be required to inform you after having complied with such order or directive, and TBSPL shall not be responsible for any loss whatsoever to your Account arising from TBSPL’s compliance with such order or directive.
3.5 TBSPL shall not be liable to you as a result of any action taken by TBSPL or its agent to comply with any Applicable Law. Any failure by TBSPL to comply with any Applicable Law shall not relieve you of any obligations under these Terms nor be construed to create any rights thereunder in favor of you against TBSPL.
4. Customer Assessments
4.1 You acknowledge that your application to open an Account or undertake a Transaction may be subject to TBSPL having established that you have the requisite knowledge and competence under Applicable Laws (including the relevant Customer Account Review (CAR) requirements under the SFA, which TBSPL may repeat from time to time) ("Customer Assessments"). Where TBSPL has determined that such Customer Assessments are required of you under Applicable Laws.
4.2 If you are assessed or deemed by TBSPL not to possess the requisite knowledge and competence, TBSPL may refuse to permit you to open an Account or to enter into any Transaction, without TBSPL incurring any liability whatsoever to you for such refusal; and
4.3 you may be assessed or deemed not to possess the requisite knowledge or competence in accordance with Applicable Laws or if you fail or refuse to provide all relevant information and documents to TBSPL for such Customer Assessments or you refuse to carry out the Customer Assessments (including carrying out any updates to the Customer Assessments as may be required by TBSPL).
5. To the fullest extent permitted by law, TBSPL does not undertake any duty or obligation to ensure that any Transaction is suitable or recommended for you, and TBSPL shall not be regarded as making any recommendation or suitability representation to you by reason only that TBSPL permitted you to open an Account or to enter into any Transaction.
5.1 In the case where you are considered a “Expert Investor”, “Accredited Investor” or “Institutional Investor” under Applicable Law and have declared the said Investor Status to TBSPL, TBSPL may assume that you to be better informed, and better able to access resources to protect your own interests, and therefore TBSPL may, at its sole discretion, permit you to open an Account or to enter into any Transaction without completing the Customer Assessments.
6. Use of Intermediaries
6.1 You acknowledge that TBSPL may, and you consent to and authorise TBSPL to appoint, engage or use from time to time directly or indirectly, any Person (including another broker, correspondent broker, executing broker, dealer, market-maker, exchange, clearing firm, clearing house, bank, custodian or other third party) ("Intermediary"), whether in Singapore or elsewhere, whether or not associated with, connected to or related to TBSPL, for the provision of any facilities and services to TBSPL.
6.2 The use of any Intermediary shall be upon such terms and conditions as TBSPL deems fit in its discretion. If TBSPL has exercised reasonable care in its selection of the Intermediary and contracted such Intermediary in good faith, you acknowledge, agree and accept that TBSPL shall not be liable or responsible to you for any and all Losses, claims, Liabilities, damages, costs of whatsoever nature or howsoever arising including profits or advantages which may be deprived or lost in connection with the use, engagement, or appointment of any Intermediary or any act or omission of such Intermediary (including any Intermediary default beyond TBSPL's control).
6.3 TBSPL shall not be responsible to you in any case for an Executing Broker’s or dealer’s inability to execute Orders (provided that TBSPL has contracted with them in good faith).
6.4 Without prejudice to the foregoing, TBSPL reserves the right to appoint any Executing Broker or Clearing Firm as it may determine at its discretion or to transfer any of your Accounts to the relevant Intermediary at its discretion. TBSPL will do so in order to ensure order execution and/or safety of your Assets. You acknowledge and agree that the Executing Broker or Clearing Firm shall be entitled to exercise any and all rights and remedies available to TBSPL, including but not limited to the right to cancel an outstanding Order, close out Transactions, or sell your Securities or other property held in your Accounts to satisfy any outstanding Liability to the Executing Broker and/or the Clearing Firm. Such third party rights conferred on the Executing Broker and Clearing Firm do not establish any contractual relationships between you and the Executing Broker and/or the Clearing Firm.
6.5 The Clearing Firm, the Executing Broker, and the Intermediaries, unless specifically stated otherwise, act as agent of TBSPL in providing Services to you. TBSPL does not in any way act as agent of the Clearing Firm, the Executing Broker or any of the Intermediaries. Your contractual relationships and recourse are to TBSPL, not the Clearing Firm, the Executing Broker, or any of the Intermediaries unless specifically provided otherwise herein.
7. Customer Information
7.1 For the purposes of opening and maintenance of an Account, you agree to immediately and voluntarily provide TBSPL with any and all information and documents that TBSPL may from time to time request from you including such information and documents as TBSPL may require under Applicable Laws such as to satisfy and/or fulfill its legal and regulatory requirements under the SFA, in particular, those relating to the prevention of money laundering and countering the financing of terrorism, whether issued by the MAS or otherwise or pursuant to the request or requirement of any court of competent jurisdiction, governmental, regulatory, tax or other agency, authority or body, exchange, clearing house, broker, dealer, market-maker, clearing firm, or relevant third party whether in or outside Singapore.
7.2 You represent and warrant that the information provided to TBSPL at any time, including but not limited to application to open an Account, setting up account profile, completing of Customer Assessment document, giving Instructions, entering into a Transaction and any and all other information and documents requested by TBSPL, is true, complete, accurate, and not misleading in any respect.
7.3 You further understand that you have a duty to, and agree and undertake to, immediately update TBSPL on such information and documents if such information, documents, or financial circumstances provided by you to TBSPL changes. You further represent and warrant that such updated information and documents will be true, complete, accurate, and not misleading in any respect. If you fail to do so, TBSPL shall not be responsible for any resulting Loss, damage, claim, action, or cost to you.
8. Consent to Disclosure of Personal Data and Information
8.1 You may have provided and may, from time to time, provide to TBSPL Personal Data concerning you or your directors, officers, employees, Authorised Persons, Authorised Signatories, partners, shareholders or beneficial owners (collectively “Natural Persons”).
8.2 You acknowledge that failure to supply all of the data requested by TBSPL may result in TBSPL being unable to provide you with the Accounts and/or Services contemplated under the Terms or to enter into any Transactions.
8.3 When disclosing such Personal Data to TBSPL, you represent, warrant and undertake that:
8.3.1 for any Personal Data of individuals that you are or will be disclosing to TBSPL, you would have prior to disclosing such personal data to TBSPL obtained the appropriate consent from the Natural Persons whose personal data are being disclosed to: (i) permit you to disclose the Natural Persons' Personal Data to TBSPL for the Purposes (as defined under Clause 7.4); (ii) permit TBSPL (in Singapore or elsewhere) to collect, retain, use, disclose and/or process the Natural Persons' personal data for the Purposes; and/or (iii) notify TBSPL if you at any time receive notice from any such Natural Person that such Natural Person has withdrawn his consent to the collection, use or disclosure by TBSPL of Personal Data about him for any Purpose;
8.3.2 you shall give TBSPL notice in writing as soon as reasonably practicable should you become aware that any Natural Person mentioned above has withdrawn such consent as set out above under Clause 7.3.1. Without prejudice to TBSPL’s rights under any Applicable Laws and/or any other agreement between TBSPL and you, upon the receipt by TBSPL of the said notification or, in the event that TBSPL at any time receives notice from any such Natural Persons that such Natural Person has withdrawn his consent to the collection, use or disclosure by TBSPL of personal data about him for any Purpose, TBSPL shall have the right to discontinue or not provide any of the Accounts and/or Services contemplated under the Terms or to enter into any Transactions; and you shall otherwise assist TBSPL to comply with the PDPA.
8.4 You hereby agree, authorise and consent to allow TBSPL and its directors, officers, employees, agents, representatives, contractors and/or third party service providers collecting, using, disclosing, and/or processing any and all of the Personal Data and/or Customer Data for any one or more of the following purposes (collectively, the "Purposes"):
8.4.1 to perform any obligations in the course of or in connection with TBSPL provision of the goods and/or services requested by you;
8.4.2 for verification purposes (i) credit checking; (ii) data verification, including comparing with any other personal data (howsoever collected);
8.4.3 to review and approve your application for the Account, products or services provided or to be provided to you, conducting initial and anticipatory credit checks and assessments, relevant checks and reviewing your on-going creditworthiness or any other person;
8.4.4 to carry out new or existing client verification procedures and ongoing account administration;
8.4.5 to respond to, handle, and process queries, requests, applications, complaints, and feedback from you;
8.4.6 to administer and/or manage your relationship and/or Account(s) with TBSPL;
8.4.7 to process payment or credit transactions;
8.4.8 to provide you with marketing, advertising and promotional information, materials and/or documents relating to the investment products and/or services that TBSPL or its business partners may be offering or managing, whether such products or services exist now or are created in the future via following modes of communication: (i) postal mail and/or electronic transmission to email address; and (ii) telephone contact number by way of voice, text (SMS/MMS), fax, VOIP based smart phone application such as WhatsApp, Viber, etc;
8.4.9 to develop and improve any products and services offered or to be offered by TBSPL to meet your needs;
8.4.10 to comply with any Applicable Laws, regulations, codes of practice, guidelines, or rules, or to assist in law enforcement and investigations conducted by any governmental and/or regulatory authority, including all government agencies and authorities, tax authorities, regulators, exchanges, clearinghouses, markets, or depositories;
8.4.11 to whom TBSPL is under a duty to disclose;
8.4.12 to whom such disclosure is considered by TBSPL to be in TBSPL’s interest;
8.4.13 any other purposes for which you have provided the information;
8.4.14 any other incidental business purposes related to or in connection with the above; and/or
8.4.15 to transmit to TBSPL’s affiliates or any unaffiliated third parties including TBSPL’s Intermediaries, third party service providers and agents, and relevant governmental and/or regulatory authorities, whether in Singapore or abroad, for one or more purposes.
8.5 You further authorise TBSPL to make such enquiries and carry out such credit checks and assessment on you and to obtain from any third party any and all information regarding you or your relationship or account(s) with such third party as TBSPL may in its sole and absolute discretion deem fit and undertake to execute and deliver such documents as TBSPL may require for the purposes of such enquiries, credit checks and assessment and the obtaining of such information, including but not limited to a letter of authorisation in such form as TBSPL may require.
8.6 You acknowledge and agree that any Account established pursuant to the Terms shall be subjected to anti-money laundering requirements established by applicable government agencies or self-regulating organisations. Accordingly, you shall promptly provide any documents or certifications requested by TBSPL which TBSPL believes are necessary or advisable to obtain for anti-money laundering compliance purposes.
8.7 To the extent that Applicable Laws allow, you have the right to access and/or correct your Personal Data. You acknowledge that some Personal Data may be exempt from such access and/or correction rights. Any such request for access to and/ or correction of your Personal Data should be in writing and addressed to TBSPL at its address for the time being in force. TBSPL may charge an administrative fee for the processing of any request to access Personal Data.
8.8 You consent to TBSPL transferring any Personal Data and/or Customer Data to any party to whom TBSPL is authorised to disclose the same to under the Terms notwithstanding that such party's principal place of business is outside of your country of domicile or incorporation, as the case may be, or that such data following disclosure shall be collected, held, processed, or used by such party in whole or part outside of your country of domicile or incorporation or the transfer is otherwise made to a person outside Singapore.
8.9 For the avoidance of doubt, in the event that Singapore personal data protection laws or Applicable Laws permit an organisation such as TBSPL to collect, use or disclose Personal Data without consent, such permission as may be granted shall continue to apply.
8.10 You agree that where its written consent or permission is required by law, regulation or otherwise for any such collection, use, disclosure and/or processing of personal data by TBSPL, the signing or electronic agreement or acceptance via application form(s), account opening document(s), consent form(s), and/or other methods of consent notification, as well as in any other manner permitted by law or regulation shall constitute and be deemed to be sufficient written consent or permission for such collection, use, disclosure, and/or processing of Personal Data.
8.11 TBSPL's rights under the above Clauses shall be in addition to and without prejudice to TBSPL’s other rights and powers available pursuant to any other statutory provision and in any law or regulation and nothing herein is to be construed as limiting any of these other rights and powers.
8.12 Where Personal Data is transferred to any of TBSPL's related companies, affiliates, agents, or third parties outside of Singapore, TBSPL will ensure that such entities provide a standard of protection to Personal Data so transferred that is comparable to the protection under the PDPA.
8.13 If you do not wish for TBSPL to collect, retain, use or disclose your Personal Data for any of the above Purposes, to the extent applicable under Singapore personal data protection laws and regulations, you may withdraw your consent at any time by written notice to TBSPL, however, depending on the circumstances and the nature/ extent of your withdrawal, the withdrawal of consent may result in TBSPL's inability to open or maintain any of the Accounts or to provide you with (or continue providing you with) any Service, enter into any Transaction or maintain any of your positions and hence, may result in the termination of your customer relationship and/or the Accounts with TBSPL or result in other consequences of a legal nature which may arise by virtue of your legal relationship with TBSPL.
9. Joint Account
9.1 If an Account is opened or maintained in the name of more than one person (referred to herein as a "joint account"), the expression "you" shall refer to each person jointly and severally (each such person referred to herein as the "joint account holder"), and the liability of each joint account holder under the Terms shall be joint and several. Each joint account holder will be able to view the joint account through the Electronic Trading Service and transact, give, authorise or issue Instructions in relation to such joint account, which TBSPL may choose to act upon. The Orders or agreement of any one joint account holder shall be deemed to be the Orders or agreement of all joint account holders.
9.2 TBSPL may at any time require all joint account holders to expressly give their consent to TBSPL in such manner as TBSPL deems appropriate before TBSPL chooses to act upon any Instruction in relation to any joint account.
9.3 You acknowledge and agree that TBSPL may suspend or terminate your access to (including your ability to view) any joint account of yours through the Electronic Trading Service.
9.4 You acknowledge and agree that TBSPL is entitled to decline to act upon any Instructions in respect of any joint account without incurring any responsibility for Loss, liability, or expense arising out of so declining to act.
9.5 TBSPL may debit the joint account at any time in respect of any sum howsoever due or owed to TBSPL by any of the joint account holders.
9.6 TBSPL may deliver Securities, and/or other property upon the Instructions of any joint account holder to any one joint account holder, and such delivery shall constitute full and complete delivery by TBSPL and shall be deemed to be sufficient delivery to all joint account holders.
9.7 TBSPL may send Contract Notes, and Communications of any kind, to any one joint account holder, and such action shall be deemed to have been addressed and/or sent to all of the joint account holders. Where any joint account holder shall have received or is deemed to have received any such Contract Note or Communication, all joint account holders shall be deemed to have received the same.
9.8 No joint account holder shall be discharged, nor shall his liability be affected by, any discharge, release, time, indulgence, concession, waiver, or consent at any time given or effected in relation to any one or more of the other joint account holders.
9.9 The doctrine of survivorship shall apply to any Account opened by you comprising more than one person, as between and as amongst the joint account holders provided that any and all of your property shall be held to the order of the survivor(s) subject to the full discharge by the survivor(s) of any and all your obligations and liabilities (including the deceased person) to TBSPL under the Terms of this Agreement.
10. Notices and Communications
10.1 Reports, statements, Contract Notes, notices and any other communications given hereunder (collectively refer as “Communications”) may be transmitted to you by TBSPL (or by any Intermediary appointed on behalf of TBSPL) via the Website or the Electronic Trading Services, or by telephone, electronic mail, facsimile or post to any of your address, telephone number, fax number, or email address (each such detail a “Contact Detail”) provided by you to, and last known to, TBSPL. You hereby undertake to keep each Contact Detail updated at all times and to regularly check your email and telephone for Communications from TBSPL. All written communication shall be deemed received by you:
10.2 two (2) days after dispatch by post to your last mailing address known to TBSPL if the same is a Singapore address or five (5) days after dispatch by post to your last mailing address known to TBSPL if the same is not a Singapore address;
10.3 immediately upon delivery, if delivered personally to you; and
10.4 at the time of dispatch or transmission by TBSPL if sent by facsimile or electronic mail to any of your relevant facsimile or electronic mail addresses last known to TBSPL, whether or not actually received by you.
10.5 All Communications (other than Instructions relating to Orders) may be sent by you in writing and sent by hand or registered mail, or via email, telephone, or facsimile transmission to TBSPL, and all Communications sent to TBSPL will only be effective upon receipt by TBSPL of the same, you hereby waive all rights, if any, to bring an action against TBSPL for any of the Communications you receive from TBSPL.
10.6 By consenting to the electronic delivery of all information relating to your Account, you authorise TBSPL to deliver all Communications by the following means: (i) by email to the email address specified by you; (ii) by posting the Communication on the Website, other sites on the Internet where the Communication can be read and printed; (iii) by sending you an email that includes a hyperlink to the Website or an address on the Internet where the information is posted, and can be read and printed; and (iv) by sending you a notice that directs you to an address on the Internet or a place within the website where the Communication is posted and from which it can be read and printed. Such delivery will be an effective delivery to you for the purposes of any Applicable Law whether or not the Communications are accessed or reviewed. You agree that TBSPL fulfils its legal obligation to deliver you any Communications if sent via electronic delivery. You shall notify TBSPL if you are unable to receive electronically delivered documents. Should you experience any difficulty opening a document electronically delivered by TBSPL, you shall promptly notify TBSPL in order to allow TBSPL to make the required delivery by other means or otherwise amend delivery. Failure to advise TBSPL of such difficulty within after delivery shall serve as an affirmation that you were able to receive and open such document. In the event that an email notification sent to you is returned to TBSPL as undeliverable, TBSPL will contact you. TBSPL may elect to deliver Communications by other means which shall not affect your consent.
10.7 You may withdraw such consent at any time by providing electronic notice to TBSPL through Website or request by telephone. Upon receiving such request, TBSPL may provide your Account Statements by post, in which TBSPL reserve the right to levy an administration charge or TBSPL may, in its sole and absolute discretion, terminate your Account.
11. Update of your Information
11.1 You acknowledge that TBSPL is required to obtain and record your personal and financial information to facilitate the opening, ongoing operation and maintenance of your Account, including monitoring your Account for compliance with regulatory requirements. You hereby agree to ensure all information provided by you is at all times accurate and current. You also agree to provide, upon request, further information and verification of all information and immediately notify TBSPL in writing of any change to your information provided.
11.2 It shall be your duty and you hereby undertake (without the need to be prompted by or being so requested to do so by TBSPL) to TBSPL that you shall promptly notify TBSPL in writing of any change in, including but not limit to the Contact Details: (i) your particulars, circumstances, status, including any change in citizenship, residence, tax residency, address(es) on record, telephone and facsimile numbers and email addresses; (ii) where applicable, your constitution, shareholders, partners, directors or company secretary, or the nature of your business; (iii) if you are a corporation or other entity, your corporate or organisational structure; and (iv) any information and/or document relating to any Account or to this Agreement or the Application Form as supplied to TBSPL (including valid copies of identification documents such as passport particulars' page and Personal Data relating to any Natural Person).You undertake to provide any relevant supporting documents as TBSPL may request for verification of such information updated. If you fail to comply with this Clause, TBSPL shall be entitled to take such action or refuse to take any action as TBSPL may deem fit (including but not limit to suspending or closing the Account) and TBSPL shall not be responsible for any resulting Loss to you. Any change will be effective only upon TBSPL’s receipt of your notification and after TBSPL’s verification where it deems necessary.
12. Electronic Contract Notes and Account Statements
12.1 You acknowledge and consent to that TBSPL will provide you Contract Notes and Account Statements electronically in lieu of the hard copy of such documents. TBSPL will provide you with an encrypted, secure inbox at the Account Management System website for receipt of all Contract Notes and Account Statements, which can only be accessed by signing in with your Access ID at the Website.
12.2 You shall check and verify all Account Statements and Contract Notes supplied by TBSPL. Unless you object by (i) a verbal notice to the contrary within 14 days of the deemed delivery of such statement or confirmation; and (ii) follow by a written confirmation of such verbal notification from you to TBSPL within seven (7) days of the date of the Account Statements, or the fifth (5th) Business Day of the date of the Contract Note (for equity Transactions) dispatched or transmitted, you will be deemed conclusively to have:
12.3 accepted and ratified all the matters contained in such Account Statements as the case may be. Contract Notes as true and accurate and binding on you, subject to TBSPL's right to rectify any error which TBSPL determined may have been made or reflected; and
12.4 waived all rights to bring an action against TBSPL in respect of any error or omission.
12.5 Notwithstanding any other provision in this Agreement or any other agreement or arrangement between you and TBSPL to the contrary, all objections shall be deemed received by TBSPL only if actually delivered or sent by registered mail, with return receipt requested. TBSPL may at any time rectify any error on any entry, Account Statement or Contract Note which has been proved to its satisfaction, and may demand immediate repayment from you of any monies erroneously paid over to you as a result of such error. You shall immediately notify TBSPL if an Account Statement or Contract Note is not received by you in the ordinary course of business.
12.6 Electronic Instructions and Communications
You agree to the following terms and conditions with respect to all your Instructions:
1.26.1 When you agreed and accepted the Terms and any other agreement TBSPL may require from time to time, you authorised TBSPL to act as your broker to purchase and sell Securities for your Account based on your Instructions.
12.6.2 Where the Electronic Trading Services are made available to you by or through TBSPL, any Orders placed through the Electronic Trading Services shall be subject to, and you agree to comply with, all terms and conditions as TBSPL and/or any other relevant third party service provider may from time to time prescribe for the your access and use of such Electronic Trading Services. You acknowledge and agree that access to such Electronic Trading Services is provided on an "as is" and "as available" basis and TBSPL makes no representation or warranty of any kind, express or implied, with respect to the functionality, operation, content or otherwise of such Electronic Trading Services and does not represent or warrant that the Electronic Trading Services or any part thereof is free from defect, failure or interruption or that they are fit for your purposes or any particular purpose and, without prejudice to the foregoing, TBSPL shall not in any event be liable for any system error, faults or failure of the Electronic Trading Services whatsoever and howsoever caused other than by the gross negligence or wilful misconduct of TBSPL. You shall indemnify, hold harmless and fully indemnify TBSPL from and against any and all losses, damages, actions, expenses, costs, charges and liabilities (including legal costs on a full indemnity basis) suffered or incurred by TBSPL in connection with your access to and use of such Electronic Trading Services and your acts or omissions in connection therewith, other than where such losses are directly caused by TBSPL's own gross negligence or wilful misconduct.
12.6.3 Under no circumstances shall TBSPL, its Intermediaries with whom TBSPL or its Intermediaries has custodial and/or clearing relationship have any responsibility or liability to you in the event that, whether because of electronic or other mechanical failure, system failure or delay, force majeure, or any other reason, (i) you are unable to access the Electronic Trading Services or use the Website or trading platform, whether to place an Order, receive Account related information, or otherwise engage in any Securities related activities, or (ii) any exchange or clearinghouse sustains any mechanical, electrical or other failure, delay, interruption, or congestion, whether or not such results in a failure to maintain an orderly market, failure or delay in the execution, clearance, or confirmation of Transactions for the Account or otherwise.
12.6.4 You will not transmit Orders for Securities Transactions to TBSPL using electronic communications except through the Electronic Trading Services designated by TBSPL for the express purpose of placing Orders. You understand that TBSPL will not act upon Orders transmitted through electronic communications other than Orders you transmit through the Electronic Trading Services. TBSPL, in its discretion, may decline to execute any of your Orders for a variety of reasons, including, but not limited to the size of the Order, market conditions, violations of the Terms, violation of TBSPL’s stated policies, inadequate Account equity, insufficient Collateral, risk considerations, and other matters affecting trading generally.
12.6.5 All use (or purported use) of or access (or purported access) to the Electronic Trading Service by an Authorised Person shall be deemed to be your use or access. All references to your use (or purported use) of or access (or purported access) to the Electronic Trading Service in the Terms shall be deemed to include the Authorised Person's use or access, where applicable.
12.7 You acknowledge and agree that any use (or purported use) of or access (or purported access) to the Electronic Trading Service and any information or data referable to the Access ID or Password or those of the Authorised Person and any Instructions shall be deemed to be, as the case may be: (i) for Electronic Instructions, use of or access to the Electronic Trading Service by you or such Authorised Person; (ii) information or data validly transmitted or issued by you or such Authorised Person; or (iii) Instructions transmitted or validly issued by you or such Authorised Person, and TBSPL shall be entitled (but not obliged) to act upon, rely on, or hold you solely responsible and liable in respect thereof as if the same were carried out or transmitted by you or such Authorised Person.
You further acknowledge and agree that you shall be bound by and agree to fully indemnify TBSPL against any and all Losses, liabilities, claims, damages, and expenses (including legal fees) attributable to, any use of or access to the Electronic Trading Service referable to the Access ID or Password or those of an Authorised Person. You agree to promptly provide TBSPL with any relevant information that would affect your Accounts.
12.8 An Access ID and Password may either be (i) determined and issued to you by TBSPL; or (ii) provided by you and accepted by TBSPL in its discretion. TBSPL may at any time in its discretion forthwith invalidate the Access ID and/ or Password without giving any reason or prior notice and shall not be liable or responsible for any Loss suffered by or caused by you or arising out of or in connection with or by reason of such invalidation.
12.9 You are to notify us immediately if you (i) become aware of any loss, theft, or unauthorised use of your Access ID and/or Password; (ii) have knowledge that or have reason for suspecting that the confidentiality of the Access ID and/or Password has been compromised; or (ii) receive a Contract Note for an Order that you did not place; or (iv) fail to receive an accurate Confirmation/Contract Note for an Order you did place.
12.10 You hereby agree to change your Password from time to time and you are responsible for the confidentiality and use of your Access ID, Password, Account Number, and for all Securities and other Transactions initiated through these means. Any Orders communicated to TBSPL through these means will be considered to have been sent and authorised by you (whether such use is authorised or not).
WARNING: DO NOT SHARE YOUR ACCOUNT NUMBER, PASSWORD, OR ACCESS NUMBER WITH ANYONE WHOM YOU DO NOT WANT TO HAVE REGULAR ACCESS TO YOUR ACCOUNT!
12.11 You agree that TBSPL shall in no way be liable for any damages, expenses, Losses, or costs incurred by you as a result of any Instruction which was fraudulently sent from a compromised Security Device or Password. Further, you agree that TBSPL shall in no way be liable for any damages, expenses, Losses, or costs incurred by you as a result of inaccessibility of your Account due to the suspension or cancellation of a Security Device or Password.
13. Instructions/ Orders
13.1 TBSPL will execute Orders for Transactions in Securities on your behalf, at your risk and upon your specific Instructions, provided that the Securities are of a type and are traded on markets in which TBSPL in prepared at its discretion to transact.
13.2 You expressly acknowledge and agree that it is your responsibility to understand how an Order operates and the relevant rules and regulations of the exchanges in which the Orders may be routed to before you place any such Order with TBSPL and you are solely responsible for ensuring the accuracy and completeness of all Instructions.
13.3 TBSPL is not obliged to act on any of your Instructions or enter into any Transaction with you for any reason and without giving any reason therefore and TBSPL shall not be responsible for or liable to you whatsoever as a result of such refusal to act, including but not limited to if: (i) any Instructions are, in TBSPL’s opinion, incomplete, unclear, conflicting, ambiguous or inconsistent with any other Instructions; (ii) any Instructions might cause TBSPL to contravene any Applicable Laws (whether or not having legal and binding effect); (iii) TBSPL has any doubt on the authenticity, clarity or completeness of the Instruction; and (iv) the form or content of such Instruction is not in accordance with the requirements or policies or practices as prescribed by TBSPL from time to time.
13.4 TBSPL may, at its discretion, rely on oral and written Instructions which TBSPL reasonably believes to be given by you or any person(s) granted trading authorisation by you, and the Transactions executed as a result of those Instructions shall be fully binding on you. Notwithstanding the above, any incomplete, general, or ambiguous Instructions may be interpreted and processed in good faith by TBSPL’s representative in the most reasonable manner in accordance with industry standards. TBSPL shall in no way be liable for acting on such incomplete, general, or ambiguous Instructions, and you shall reimburse TBSPL for any damages, expenses, or Losses that may result from investigations or lawsuits that pertain to such an occurrence.
13.5 You agree and acknowledge that the Executing Broker(s) and Clearing Firm(s) are authorised to and may accept from and rely upon TBSPL for Orders for the purchase and sale in your Account of Securities and other property and any other Instructions concerning your Account.
13.6 TBSPL will not accept Orders by phone, fax or email. All Orders MUST be entered via the trading platforms (which requires that orders are placed through the Electronic Trading Service), or communicated over the telephone with a representative of TBSPL, where applicable. You agree that any placement of Orders through the trading platforms or via telephone ("Order Request") are subject to the following terms: (i) if TBSPL, in its discretion, takes the Order Request, TBSPL may, but is not obliged to, enter such Order Request on your behalf into the Electronic Trading Services, in which case TBSPL will use reasonable endeavours to enter such Order Request into the Electronic Trading Services as soon as practicable. You acknowledge and agree that this may not be possible if the Electronic Trading Services are unavailable due to failure, breakdown, or outages of computer systems, telecommunications networks or systems or other network resources beyond TBSPL’s control or other similar events, actions, or omissions beyond TBSPL’s control.
13.7 TBSPL may in its sole and absolute discretion refuse to take any such Order Request and/ or refuse to enter such Order Request on your behalf into the Electronic Trading Services without providing any reason therefore.
13.8 Unless otherwise provided, all Order Requests are deemed "Orders" (as such term is used in the Terms) and accordingly shall be subject to the terms and conditions of the Terms, which terms shall apply in full force and effect to all Order Requests. You acknowledge that any Order Request will not be binding on TBSPL and that no Securities Transaction is executed until and unless such Order Request has been entered and executed on the Electronic Trading Services pursuant to the terms and conditions of the Terms.
13.9 You are responsible for the monitoring of all of your Orders entered into TBSPL’s Electronic Trading Services until such Order is confirmed or cancellation is acknowledged by TBSPL.
13.10 Without prejudice to Clause 12.2, 12.5, 12.6, TBSPL is not obliged to (but may in its discretion choose to) verify and satisfy itself as to the identity of the person purporting to give Instructions or the source and origin of such Instructions. If TBSPL exercises its rights to do so, it may refuse to rely or act upon any such Instruction unless and until TBSPL is satisfied as to the matters on which TBSPL sought verification.
13.11 TBSPL shall act your Instructions as soon as reasonably possible, but in the absence of gross negligence or wilful misconduct on TBSPL's part, TBSPL shall not be responsible for or liable to you for any Losses, damage, claims, actions, costs, charges, or expense, or any adverse market change arising from and in connection with (a) your providing Orders via fax or email which are NOT accepted nor acted on by TBSPL; (b) any Loss, failure, error or delay in the transmission or wrongful interception of any Order through any equipment or system, including the Electronic Trading Services; and (c) any delay in entering, or inability to enter, Orders based on or relating to an Order Request into the Electronic Trading Service (whether such delay or inability is caused by TBSPL or any of its representatives or agents).
13.12 Computer-based systems such as those used by TBSPL are inherently vulnerable to disruption, delay or failure. YOU MUST MAINTAIN ALTERNATIVE TRADING ARRANGEMENTS IN ADDITION TO YOUR TBSPL ACCOUNT FOR EXECUTION OF YOUR ORDERS IN THE EVENT THAT THE ELECTRONIC TRADING SYSTEM IS UNAVAILABLE.
13.13 You acknowledge that some electronic markets permit continuous trading and that access to those markets may not be provided by TBSPL or its Intermediaries. Under no circumstances shall TBSPL or its Intermediaries bear any liability to you for any losses that may result from the inability to access markets due to such restrictions. You shall bear sole responsibility for the cancellation of all unexecuted Day Orders that can be executed during market hours for which access is not provided by TBSPL or its Intermediary. If TBSPL or its Intermediaries believes that execution or attempted execution of any Order might contravene any Applicable Law or violate internal policies, TBSPL or its Intermediary in its sole discretion, may delay or refuse to execute any Transaction, at any time.
13.14 TBSPL is not obliged to accept, or to subsequently execute or cancel, all or any part of a Transaction or any Instruction that you seek to execute or cancel. Without limitation of the foregoing, we have no responsibility for transmissions that are inaccurate or not received by TBSPL, and TBSPL may execute any Transaction on the Terms actually received by TBSPL.
13.15 You further understand and agree that:
13.15.1 if you choose to change or cancel any Order entered before execution is completed (and notwithstanding that TBSPL did not inform you that your Order has been partially executed), you shall remain liable for all Transactions which were done for your Account until TBSPL accepts your withdrawal. TBSPL shall take no responsibility for the loss due to any delay in changing or cancelling of the Orders for any reason.; and
13.15.2 where any jurisdiction restricts foreign ownership of Securities, TBSPL shall have no duty to monitor and inform you of such restrictions and ascertain your nationality against such restrictions or whether the Securities deposited or received by you are approved for foreign ownership.
13.16 TBSPL shall not be obliged to enter into any Transaction if:
13.16.1 there are insufficient moneys held in cleared funds or due to be received under any sale Transactions to the credit of your Account or held for your benefit to meet any purchase price (or any other amount payable by you under such Transaction) together with any estimated expenses to be incurred in connection with such Transaction; or
13.16.2 where applicable, there are insufficient available Margin Facilities provided by TBSPL to meet such purchase price and expenses or if all terms and conditions relating to such Margin Facilities have not or will not be satisfied in TBSPL's opinion.
Without prejudice to the foregoing, where you have placed several Orders or Instructions and there are insufficient moneys or available Margin Facilities to meet the resulting obligations, TBSPL may, in its discretion, decide which of the Orders or Instructions will be executed, irrespective of the order in which, or dates on which TBSPL received them. TBSPL shall be entitled to debit the relevant Account with the amount payable for any Transaction on or (at TBSPL's discretion) at any time before the settlement date.
13.17 TBSPL reserves the right to cause any of your Orders to be routed for execution to one or more exchanges if TBSPL's Executing Broker, in its discretion, determines that the same will result in the best execution of your Order.
13.18 TBSPL will typically act as your broker in entering into Transactions effected by TBSPL on your behalf and you will therefore be bound by such Transactions entered into or transmitted to the Executing Broker by TBSPL. Notwithstanding this, you agree that neither the relationship between you and TBSPL as described in the Terms nor any other Service that TBSPL provides to you shall give rise to any fiduciary or equitable duties on TBSPL's part. All Transactions are subject to rules and policies of relevant markets and clearing houses, and Applicable Laws and regulations.
TBSPL SHALL NOT BE LIABLE FOR ANY ACTION OR DECISION OF ANY EXECUTION BROKERS, EXCHANGE, MARKET, DEALER, CLEARING FIRM, CLEARING HOUSE OR REGULATOR.
13.19 You are fully aware of, acknowledge and understands the risks associated with communicating Instructions by telephone or any other form of electronic communication including the risk of misuse and unauthorised use of Access ID and/or password by a third party. You accept full responsibility for monitoring your Instructions and safeguard the secrecy of your Access ID and password and agree that you shall be fully liable and responsible for any and all unauthorised use and misuse of your Access ID and/or password, and also for any and all acts done by any person through using your Access ID and/or password in any manner whatsoever.
14. Prior Consent for TBSPL acting as Principal
14.1 You understand, acknowledge, and agree that TBSPL, its affiliates, or other Persons connected with any of them may be (i) assuming the role of the counterparty and dealing as principal for its own account; or (ii) acting as agent or trustee or intermediary for the counterparty in relation to the products, investments, or transactions which you transact in through or with the assistance or involvement of TBSPL.
14.2 You hereby irrevocably and unconditionally consent to TBSPL’s acting in such capacities or position of conflict and hereby authorise TBSPL to continue to enter into such transactions for you without prior notice before executing your Instructions and despite TBSPL acting in such capacities or position of conflict. You confirm that notwithstanding any such conflict of interest and any remuneration, profits, fees, commissions, rebates, discounts, or other benefits or advantages (whether financial or otherwise) which TBSPL may make or receive in respect thereof, you will have no claim against TBSPL for, and TBSPL shall be entitled to retain and shall have no obligation to disclosure to you or any other Person (and you or any other Person shall not be entitled to ask for disclosure of) the fact or amount of any monetary gain or whatsoever. You also agree that TBSPL will not be responsible for any Losses including loss of profit, or damage which may result from any such conflict.
15. Use and Access of Materials/ Electronic Trading Services
15.1 You agree to comply with any and all the guidelines, notices, operating rules and policies and instructions pertaining to the use and/or access of the Materials and Electronic Trading Services, as well as any amendments to the aforementioned, issued by TBSPL, from time to time.
15.2 Where TBSPL grant you access to the Materials and Electronic Trading Services, TBSPL shall grant you a personal, limited, non-exclusive, revocable, non-transferable and non-sublicensable licence to use the Materials and Electronic Trading Service pursuant to and in strict accordance with the Terms. TBSPL may provide certain portions of our Electronic Trading Service under licence from third parties, and TBSPL reserves the right to revise the guidelines, notices, operating rules and policies and instructions at any time and you are deemed to be aware of and bound by any changes to the foregoing upon their publication on the Materials and Electronic Trading Service. If you do not accept the amendments, you must stop using/ accessing the Materials and Electronic Trading Services.
15.3 TBSPL provides the Materials and Electronic Trading Services to you only for your personal use and only for the purposes, and subject to the Terms. You may not sell, lease, disseminate, reproduce, or provide, directly or indirectly, any or any portion of the Materials and Electronic Trading Services to any third party except as permitted by this Agreement. You acknowledge that all proprietary rights in the Materials and Electronic Trading Services are owned by TBSPL or by any applicable third party licensors or service providers engaged by TBSPL to provide such Services, and are protected under copyright, trademark and other intellectual property laws and other Applicable Laws.
15.4 You agree and undertake NOT to and shall procure that you and/or Authorised Person does not: (i) use any equipment, device, software, or material which you and/or Authorised Person know or have reason to suspect contains any viruses, worms, malicious code or damaging component which may corrupt the Electronic Trading Service’s data or interfere with the operation of the Electronic Trading Service; (ii) transmit any materials or information through the Electronic Trading Service which are or may be offensive, indecent, harassing, defamatory, threatening or unlawful under Applicable Laws or which you and/or Authorised Person knows or have reason to suspect contains any viruses, worms, malicious code or damaging components which may detrimentally interfere with the Electronic Trading Service or the operation of the Electronic Trading Service; (iii) use any of the electronic communication feature to solicit TBSPL’s other customers or others; and/or (iv) use the Electronic Trading Service other than in conformance with the acceptable use policies of any connected computer networks and any applicable Internet standards.
15.5 TBSPL and its third party licensors or service providers (as the case may be) shall retain the intellectual property rights in all elements of the software and such software and databases within the Electronic Trading Services and you shall not in any circumstances, obtain title or interest in such elements other than as set out in this Agreement.
16. Market Data
16.1 You hereby acknowledge and agree that for any market data or other information that TBSPL or any of TBSPL’s third party service provider (collectively referred as “the market data providers”) provide to you in connection with your use of any Electronic Trading Services, you agree that:
16.1.1all market data is protected by copyright laws. You understand and acknowledge that the market data providers have a proprietary interest in the market data that originates on or derives from it or its markets. TBSPL provides market data for your personal non-commercial use; you will not sell, market, retransmit, publish or redistribute it in any way, unless you have entered into appropriate written agreements with the relevant market data providers;
16.1.2 TBSPL and its market data providers shall not be liable for the accuracy, completeness, timeliness or correct sequencing of the market data;
16.1.3 TBSPL and its market data providers shall not be liable for any interruptions in the availability of market data or your access to market data;
16.1.4 the market data is provided “as is” and on an “as available” basis. There is no warranty of any kind, express or implied, regarding the market data.
16.1.5 the market data does not constitute financial advice and TBSPL is therefore not acting as a financial or investment adviser when it provides you with market data;
16.1.6 TBSPL and its market data providers are not responsible or liable for any actions that you take or do not take based on such data or information;
16.1.7 TBSPL is not responsible for, and you agree not to hold liable TBSPL or its market data providers for, lost profits, trading losses, or other damages resulting from inaccurate, defective, or unavailable market data;
16.1.8 in any case, TBSPL’s liability arising from any legal claim (whether in contract, tort or otherwise) relating to the market data will not exceed the amount you have paid for the use of the Services or market data;
16.1.9 you will use such data or information solely for the purposes set out in this Agreement and in compliance with the Applicable Laws;
16.1.10 you will pay such market data fees and any applicable Taxes (if applicable) associated with your use of Electronic Trading Services or use of market data as TBSPL may reasonable charge from time to time;
16.1.11 you will notify us if you are not or are no longer a non-professional user for market data purposes;
16.1.12 TBSPL may require you to comply with certain conditions in relation to your use of the market data;
16.1.13 TBSPL may require you to provide us with information in relation to you or your use or intended use of market data;
16.1.14 TBSPL may, at its discretion, remove your access to market data at any time; and
16.1.15 TBSPL may correct any execution reported to you that was based on inaccurate market data provided to TBSPL by an exchange or market centre.
16.2 There is no warranty of merchantability, no warranty of fitness for a particular purpose and no warranty of noninfringement, and there is no other warranty of any kind, express or implied, regarding the Market Data.
17. Risks relating to the use of the Internet
17.1 TBSPL does not warrant the security of any information transmitted by you or to you through the Electronic Trading Services and you accept the risk that any information transmitted or received through the Electronic Trading Services may be accessed by unauthorised third parties. Transactions over the Internet may be subject to interruption, transmission blackout, delayed transmission due to Internet traffic, or incorrect data transmission due to the public nature of the Internet.
18. Recordings
18.1 TBSPL may, in its discretion, record by any means and at any time any telephone calls between you and TBSPL, email instructions from you and other Communications via the Electronic Trading Services, online chat sessions between you and TBSPL or through any other medium. You agree that all such recordings and all statements and Contract Notes and other records of TBSPL and its Intermediaries relating to any Account, Service, Order or Transaction shall be binding and conclusive for all purposes whatsoever and shall be conclusive evidence of the Instructions, Communications, Orders, Order Requests, information, data and/or content of the calls, chat sessions, or emails transmitted by you and/or any Authorised Person through any medium and are admissible in evidence in any proceedings and you will not challenge or dispute the admissibility, reliability, accuracy, or authenticity of the contents of such records merely on the basis that such records were incorporated and/or set out in electronic form or are produced by or were the output of a computer system, and you hereby waive any right (if any) to so object.
19. Trading Limits and Restrictions
19.1 TBSPL may in its sole and absolute discretion without giving any reason or without notice to you, at any time and from time to time impose, remove or amend any trading or Transaction restrictions or any limits, including position limits, Transaction limits and limits on contract size in respect to any Securities Account upon you. No previous limit or restriction shall set a precedent or bind TBSPL. You undertake to comply with and shall not breach or exceed such restrictions and limits as imposed on you by TBSPL and any other trading restrictions or positions limits under Applicable Laws, including those imposed by any exchange or market or clearing house. If you exceed any trading restriction or position limit, TBSPL is authorised to disclose your identity and your positions, and/or liquidate any of your positions.
20. Sale of your Securities
20.1 TBSPL shall not be under any obligation to act on any Instruction to sell any Securities (or enter into any Transaction in which Securities must be delivered) unless sufficient such Securities or other assets are held in your name (or that of TBSPL's custodian or nominee for your benefit) or are due to be credited to your Account under any purchase Transactions which are not subject to any charge, lien, or other security interest in favour of any Person including TBSPL. On receipt of any Instruction to sell Securities, TBSPL shall be entitled to debit the relevant Account with the relevant Securities on or (at TBSPL’s discretion) at any time before completion of the said sale. You acknowledge that you shall not be entitled to withdraw or in any way deal with all or any part of Securities or assets until completion of the said sale.
20.2 You agree that TBSPL may transact, purchase, or sell any Securities for you at a single price or rate quoted to you which includes part of TBSPL’s and any of its agents' fees, charges or commissions, payment of which will be deducted from such price or rate.
21. Foreign Currency and Risk Involved
21.1 You acknowledge, undertake, and agree to be always primarily liable for all Transactions effected by or through TBSPL with you or on your behalf pursuant to the Terms. Where moneys are payable in respect of any Transaction in any currency accepted by TBSPL, (i) TBSPL is authorised, in its sole discretion, to carry out any and all foreign exchange transaction at TBSPL’s or its agent’s prevailing rates to convert the currency to such currency requested by you which TBSPL agrees to accept, for intention of trading products denominated in such currency and to make any necessary withholding deduction as may be required by Applicable Laws; (ii) TBSPL is authorised, in its sole discretion, to carry out any and all foreign exchange transaction at TBSPL’s or its agent’s prevailing rates to convert one currency to another currency which are acceptable by TBSPL in your Account upon your request for the transaction for any purposes and TBSPL may retain a fee for such conversion; (iii) any profit or Loss arising as a result of a fluctuation in the exchange rate affecting such currency will be entirely for you own account and sole risk; and (iv) all initial and subsequent deposits for Collateral purposes shall be recorded in such currency or currencies, and in such amounts, as TBSPL may in its reasonable discretion elect.
21.2 TBSPL may at any time, but not obligate to, convert any amounts in any Account or standing to your credit in any other currency for the purposes of carrying out your Order or exercising its rights under this Agreement or under any Account. Exchange rate losses and the costs of conversion shall be borne by you.
21.3 Investments denominated in a foreign currency carry risk based on the fluctuation of such foreign currency's value against the base currency of your Account or Singapore dollar. TBSPL does not guarantee against this risk or provide any hedging services to prevent this risk from affecting your Account. While the value of your investment(s) may increase, it is possible that the USD or HKD's (or other relevant currency's) value may fall in relation to SGD.
21.4 In no event shall TBSPL be required to effect, or be responsible for, the conversion of funds in anticipation of changes in prevailing rates of exchange.
22. Multi-Currency Account Facility
22.1 You agree that TBSPL’s obligations to you shall be denominated in (i) a currency, accepted by TBSPL, in which funds are deposited by you or are converted at the request of you, to the extent of such deposits and conversions; or (ii) a currency, agreed upon, in which funds have accrued to you as a result of trading conducted on a designated contract market or registered derivatives transaction execution facility, to the extent of such accruals.
22.2 You may choose to trade products denominated in different currencies using a base currency (USD, HKD or SGD) chosen by you if you are granted the Margin Facility by TBSPL (“Margin Account”). Upon purchase of a product denominated in a different currency from the base currency without sufficient funds in such currency of product purchased, a margin loan will be created to fund the purchase, secured by the assets in the base currency in your Account. If you maintain positions denominated in foreign currency without sufficient fund in such currency in your Account, TBSPL will calculate Margin Requirements by applying exchange rates specified by TBSPL.
TBSPL WILL APPLY “HAIRCUTS” (A PERCENTAGE DISCOUNT ON THE FOREIGN CURRENCY EQUITY AMOUNT) TO REFLECT THE POSSIBILITY OF FLUCTUATING EXCHANGE RATES BETWEEN THE BASE CURRENCY AND THE FOREIGN CURRNECY. YOU MUST CLOSELY MONITOR MARGIN REQUIREMENTS AT ALL TIMES, PARTICULARLY FOR POSITIONS DENOMINATED IN FOREIGN CURRENCIES, BECAUSE FLUCTUATION IN THE CURRENCY and THE VALUE OF THE UNDERLYING POSITION CAN CAUSE A MARGIN DEFICIT.
22.3 TBSPL may and you acknowledge and authorise TBSPL to hold your funds outside of Singapore, in a jurisdiction that may be or may not be a money center country or the country of origin of the currency in order to facilitate your trading in investments denominated in that currency.
23. Commissions and Fees
You agree to promptly pay all of TBSPL’s brokerage commissions and/or transaction, processing, and other fees at such rates (including but not limited to clearing and custodial fees) and in such manner as may be imposed from time to time by TBSPL and posted on the Website, and which shall apply to your Account(s), your Transactions and the Services you receive. You further agree to pay all fees and other transaction costs imposed by any third parties including, but not limited to, those of Executing Broker and the Clearing Firm that are passed through to you by TBSPL.
24. Client Money and Assets
24.1 All money, approved securities or other property received by TBSPL from you or from any other Person, including but not limited to, any Clearing house, on your behalf, shall be held by TBSPL as trustee or custodian, segregated from its assets and paid into a segregated bank account or a segregated debt securities account (collectively “Client’s Accounts), and all such monies, approved debt securities or other property so held may be commingled with other client’s funds and shall not form part of TBSPL’s assets for the purposes of insolvency or winding-up.
24.2 You agree and acknowledge that TBSPL shall be entitled to, subject to any applicable Market Requirements and Applicable Laws, deposit any cash balances in any of the Client’s Accounts with any Intermediaries (whether in or outside Singapore) as TBSPL shall, in its sole and absolute discretion, think fit, including without limitation, with any of TBSPL’s affiliates.
24.3 You hereby authorise TBSPL to withdraw and utilise from such segregated bank account or segregated securities account:
24.3.1 monies or approved debt securities as may be required to meet TBSPL’s obligations to any Clearing house, other clearing organisation or any executing broker arising in connection with any Transactions entered into by you pursuant to the Terms;
24.3.2 monies that may be required to meet payments, whether to TBSPL or otherwise, in respect of commission, brokerage, levies, interest and other charges directly relating to any Transactions entered by you or entered by TBSPL acting on your Instructions pursuant to the Terms;
24.3.3 monies or approved debt securities which are transferred to another of your segregated bank account or segregated debt securities account (as the case may be) or any of your Accounts for the purposes of the Terms;
24.3.4 monies or approved debt securities paid to you in accordance with your Instructions, but in such case, notwithstanding such directions, no monies may be paid into any of your other Accounts unless such Account is a segregated bank account or segregated debt securities account (as the case may be) for the purposes of the Terms;
24.3.5 monies representing interest earned in respect of such Account; and,
24.3.6 monies or approved debt securities that may be required to meet TBSPL’s obligations to any party insofar as such obligations arise in connection with or are incidental to any Transactions entered into by TBSPL on your behalf pursuant to the Terms
24.4 You acknowledge and agree that you shall not be entitled to receive any interest in respect of any monies, approved debt securities or other property in any of such Accounts held by TBSPL for and on behalf of you for any reason whatsoever pursuant to Clause 24.3.5. You hereby agree to waive and relinquish in favour of TBSPL any and all entitlement to interest accruing to any of your monies, approved debt securities or other property in such Accounts.
24.5 TBSPL may in return for the interest waived and relinquished by you and at TBSPL’s sole and absolute discretion pay to you interest thereon of such amount or at such rate as TBSPL may deem appropriate net of its administration fee for crediting such interest into your Account.
25. Maintenance of Foreign Trust Account
25.1 You authorise and consent to TBSPL depositing or maintaining your moneys and/or any other property received on account of you which are denominated in a foreign currency (currency other than SGD) in a trust or custody account with a custodian outside Singapore which is licensed, registered, or authorised to conduct banking business or act as a custodian, as the case may be, in that jurisdiction. You further acknowledge and agree that the laws and practices relating to trust accounts in the jurisdiction under which the custodian is licensed, registered or authorised may be different from the laws and practices in Singapore relating to trust accounts, and such differences may affect your ability to recover the funds deposited in the trust account and applicable foreign laws may not provide you for the same degree of investor protection as Singapore law. You understand and accept that such consent and agreement to such arrangements entails a waiver on your part of any protection you may receive under Singapore's asset protection laws. Owing to the nature of the execution and clearing arrangements which TBSPL has entered into for your benefit, you acknowledge and agree to such waiver and for your funds to be handled in this manner.
26. Payment of Dividends and Interest
26.1 Any Assets which pay dividends or interest will declare a record date to establish entitlement for such payment. TBSPL shall claim all amounts in respect of interest or dividends pertaining to your Securities held in custody which are known to TBSPL to be payable. Such amounts shall be paid to you or held in a segregated client money bank account with TBSPL as and when they are actually received, but neither the TBSPL nor its Intermediary shall be responsible for claiming any other distribution or entitlement or benefit you may have on your behalf, or for taking up or exercising any conversion rights, subscription rights or other rights of any nature, dealing with takeover or other offers or capital reorganisations. TBSPL and/or its Intermediary may execute in your name whenever it deems it appropriate such documents and other certificates as may be required to obtain the payment of income from your Securities or the sale thereof.
27. Exercise of any right and Power
27.1 You shall inform TBSPL of any instruction to exercise any right or power arising from the ownership of Assets (equity shares, ETF shares, or debt Securities) in writing to TBSPL.
27.2 TBSPL shall not require to inform you of the dates on which any shareholder’ or bondholders’ meetings of the companies whose Securities it holds for your Account will be held, nor of the items on the agendas of such meetings, nor of any notices, proxies, or proxy soliciting materials in relation to such Securities. TBSPL shall not exercise any voting rights attached to Securities, either directly or through a proxy designated by you, unless you have given, and TBSPL has accepted, Instructions to this effect. If you do not provide any such Instructions, TBSPL is not precluded from doing any of the matters referred to above at TBSPL’s discretion.
28. Event of Default
28.1 You understand that it will be an Event of Default if any of the following occurs:
28.1.1 if you fail to comply with or perform any of your obligations of the Terms and/or any other agreement with TBSPL, or in respect of any Account, Service, Order or Transaction;
28.1.2 if you fail to make, when due, any payment or delivery required to be made by you under the Terms or in respect of any Account, Service, Order or Transaction;
28.1.3 if you fail or refusal for any reason whatsoever to provide or comply with instructions in respect of any request by TBSPL (or any Intermediary acting on behalf of TBSPL);
28.1.4 where applicable, if you fail to comply to any require and/or additional Collateral, in TBSPL’s discretion, that TBSPL considers necessary for its own protection at an earlier or later point in time than called for by TBSPL’s general policies regarding Margin Maintenance Requirements (as may be modified, amended, or supplemented from time to time)
28.1.5 if a petition for insolvency, bankruptcy, winding-up, dissolution, administration, reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise), liquidation, judicial management, assignment for the benefit of creditors or receivership is filed by or against you (or you pass a resolution or any step is taken for such insolvency, bankruptcy, winding-up, dissolution, administration, reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise), liquidation, judicial management, assignment, or receivership) or any voluntary or involuntary proceeding seeking relief under any insolvency or other law affecting creditors' rights is instituted by or against you or you make a general arrangement or composition or compromise with or for the benefit of your creditors or any of them;
28.1.6 if, in the event that you are a partnership, any of the partners thereof dies, becomes of unsound mind, or if an action is commenced to dissolve and/or alter the partners or the constitution of the partnership;
28.1.7 if any claim, action, legal proceeding, or other procedure or any step of any nature is commenced or taken against you in relation to the suspension or rescheduling of payments, a moratorium of any of your indebtedness, or the appointment of a trustee in bankruptcy, liquidator, administrator, judicial manager, receiver, trustee, or other similar official for all or any part of your property, revenues or undertaking, or enforcement of any security over any of your assets;
28.1.8 if any action is initiated or any step is taken for an action to be initiated for administration of a trust under any rule or law in any jurisdiction, a new trustee has been appointed, or any step is taken for you to resign or be replaced as trustee;
28.1.9 if your Account is attached or a secured party takes possession of all or any part of your assets or you have a distress, execution, attachment, expropriation, sequestration, or other legal process levied, enforced, or sued on or against all or any part of your assets and either (i) such secured party maintains possession or (ii) any such process is not dismissed, discharged, stayed, or restrained, in each case within five (5) calendar days thereafter;
28.1.10 in the event of your death or legal incompetence or unsound mind;
28.1.11 if in TBSPL's discretion, it determines that it has reasonable doubts with respect to your performance of any obligation hereunder and, immediately after demand, you fail to provide assurance of such performance satisfactory to TBSPL or its Intermediaries, as applicable; or
28.1.12 if any of your representations or warranties to TBSPL, whenever made, are false or misleading when made or become untrue.
28.2 You shall immediately notify TBSPL if any Event of Default occurs, or if an Event of Default is likely to occur. Whenever TBSPL in good faith considers it necessary for its protection, in accordance with its or its Intermediaries' general policies regarding Margin Maintenance Requirements (as may be modified, amended, or supplemented from time to time), where applicable or upon an Event of Default, TBSPL may:
28.2.1 sell any or all Securities, Futures/Options Contracts, where applicable, and other property held in any of your Account(s) (either individually or jointly with others);
28.2.2 cancel or complete any open, outstanding, unexecuted, or unmatched Orders for the purchase or sale of any Securities, Futures/Options Contracts, where applicable, and other property; and/or
28.2.3 borrow or buy-in any Securities, Futures/Options Contracts and other property required to make delivery against any sale, including a short sale, effected for you, regardless of whether any demand for deposit or Collateral, other notice of sale or purchase, or other notice or advertisement has been made, each of which is expressly waived by you;
28.2.4 suspend (indefinitely or otherwise) or terminate any Account, or TBSPL's relationship with you and accelerate any and all your Liabilities to TBSPL so that they shall become immediately due and payable;
28.2.5 hedge and/or close out any outstanding Transaction (including any Transaction which has yet to be settled on the date on which TBSPL terminates such Transaction) by determining its value in good faith as of the date of the close-out as soon as practicable after the close-out;
28.2.6 liquidate all Collateral or part thereof at a price which TBSPL deems appropriate in the circumstances;
28.2.7 call upon any Collateral including any guarantees and letters of credit which may have been issued to or in favour of TBSPL as security for the Account(s);
28.2.8 apply any amounts of whatsoever nature standing to the credit of any Account against any amounts which you owe to TBSPL (of whatsoever nature and howsoever arising, including any prospective or contingent amounts), or generally to exercise TBSPL's right of set-off against you;
28.2.9 demand any shortfall, after taking any one or more of the above steps, from you, hold any excess pending full settlement of any other of your obligations, or pay any excess to you by way of cheque to your last known address; and
28.2.10 exercise such other authority and powers that may have been conferred upon TBSPL by this Agreement.
Any such sales or purchases referred to above may be made at the discretion of TBSPL or its Intermediaries on any exchange or other market where such business is usually transacted, or at public auction or private sale, and TBSPL may be the purchasers for their respective own accounts. It is understood that a prior demand, or call, or prior notice of the time and place of such sale or purchase shall not be considered a waiver of TBSPL's right to sell or buy without demand or notice as provided in this Agreement.
29. Payment of Indebtedness upon Demand
29.1 You acknowledge and agree that TBSPL may require you to deposit cash or adequate Collateral to your Account prior to any settlement date in order to assure the performance or payment of any open contractual commitments and/or unsettled Transactions.
29.2 You shall at all times be liable for the payment upon demand of any Debit Balance and all Liabilities owing in each of your Accounts and you shall be liable to TBSPL any deficiency remaining in all and any such Accounts in the event of the liquidation thereof, in whole or in part, by TBSPL or by you; and, you shall make payment of such obligations and indebtedness upon demand.
29.3 TBSPL may charge interest on any sum or payment due to TBSPL from you at such rate and calculated and/or compounded in such manner as TBSPL may impose and determine from time to time and you shall pay such interest to TBSPL.
29.4 All payments to TBSPL shall be in the currency they are due, in free and clear funds and free of deductions or withholdings. If you are required to effect such deductions or withholdings, then the amount due to TBSPL shall be increased by such amount as shall result in TBSPL receiving an amount equal to the amount TBSPL should have received in the absence of such deduction or withholding.
29.5 If for any reason TBSPL cannot effect payment or repayment to you in a particular currency in which the payment or repayment is due, TBSPL may effect payment or repayment in the equivalent in any other currency selected by TBSPL based on the rate of exchange quoted by TBSPL in respect thereof at the relevant time.
29.6 Any Taxes, duties, disbursements, costs and/or other expenses incurred by TBSPL in connection with the Account or you shall be reimbursed in full by you.
29.7 All interest, fees, commissions and other charges of TBSPL are inclusive of any goods and services tax (where applicable) or any other applicable sales tax which shall be borne by you.
29.8 TBSPL shall be fully entitled to debit any of your Account in respect of any and all payments due to TBSPL at such time and in such manner as TBSPL may determine.
29.9 Any and all payments to be made by TBSPL to you shall be made in such manner as TBSPL may from time to time determine. All such payments shall be subject to all applicable Taxes, deductions and withholdings, and less any and all amounts payable by you to TBSPL.
29.10 Unless TBSPL otherwise agrees with you, each obligation of TBSPL (including any obligation to make any payment or delivery) to you under this Agreement is subject to the condition precedent that there is no Event of Default subsisting or amount owing to TBSPL on your part.
29.11 You shall provide Securities to TBSPL for delivery against sales, and TBSPL shall be entitled to debit your Accounts for the relevant Securities to be delivered in respect of a sale Transaction. You shall provide money to TBSPL for the payment of Securities purchased by such time and at such place as may be necessary for TBSPL to make delivery or payment as required by the relevant exchange or other market. Any failure by you to provide such Securities or money to TBSPL shall entitle TBSPL (but TBSPL are not obliged), without further notice or demand forthwith to take any other action or steps that TBSPL in its sole discretion consider appropriate or necessary.
30. Liability for Costs of Collection
30.1 You acknowledge and agree that the reasonable costs and expenses of collection of the Debit Balance and any unpaid deficiency in your Account with TBSPL including legal fees on a full indemnity basis incurred and payable or paid by TBSPL shall be payable to TBSPL by you.
31. Set-off, Withholding and Other Rights
31.1 Upon receipt of any Instruction to purchase Securities, TBSPL and/or its Intermediaries acting in good faith will calculate the amount required to meet such purchase Instruction inclusive of the amount require to meet any Tax, duty, or other expense in connection with such purchase. Following such calculation, the following provisions shall apply:
31.1.1 TBSPL and its Intermediaries, as applicable, shall be entitled (but not obliged) to set-off the equivalent amount available in your Account (including but not limited to funds arising from the sale of Securities on your behalf and sums standing to the credit of the Custodial Account) or any other account maintained by you or for your benefit with or through TBSPL and its Intermediaries (in the form of credit balance and/or Margin Facility, where applicable) against all Liabilities incurred by TBSPL and its Intermediaries as a consequence of the said Instruction including any liability to pay the purchase price and other expenses to any third party;
31.1.2 TBSPL and its Intermediaries, as applicable, shall be entitled (but not obliged) to sell, realise or liquidate any Assets which may, for any reason whatsoever, be in TBSPL’s or its Intermediaries’ possession (whether held in its name or in its agent’s name) or control without further notice to or consent from you as TBSPL or its Intermediaries may, in its discretion, deem fit and to apply the net proceeds thereof against all Liabilities incurred by TBSPL and its Intermediaries as a consequence of the said Instruction including any liability to pay the purchase price and other expenses to any third party;
31.1.3 You shall not be entitled to withdraw all or any part of the moneys and Assets until completion of the purchase. The said moneys and Assets shall not constitute an amount or Assets which TBSPL and/or its Intermediaries is required to return to you.
31.2 TBSPL and its Intermediaries may at its discretion at any time and from time to time without notice to you combine, consolidate, merge or transfer interchangeably the cash balances on all or any of your Accounts, whether maintained with or at TBSPL or its Intermediaries and/or on any Assets in any of your Accounts and this right of set-off shall extend to include a continuing right at any time and without any prior notice or demand forthwith to sell the Assets, transfer, debit, and set-off all or any part of any moneys and Assets and to apply the same in or towards payment or satisfaction of all Liabilities. You agree that the authorisation given in this Clause is irrevocable so long as any Liabilities are owing from you to any of TBSPL or its Intermediaries. For this purpose, each of TBSPL and its Intermediaries have the right to retain all credit balances in all of your Accounts (including the Assets in the Accounts) and all Assets which may, for any reason whatsoever, be in any or each of TBSPL's or its Intermediaries' possession (whether held in the name of TBSPL or its Intermediaries or otherwise) or control and all Assets it holds for any of the Accounts, with power for each of TBSPL and its Intermediaries to sell, realise, or liquidate any or all of them without further notice to or consent from you as it may, in its discretion, deem fit and to apply and set-off the net proceeds thereof against, all and/or any part of the Liabilities.
31.3 You acknowledge and agree that it is the intention of the parties that the Intermediary may in its own right enforce this Clause under and pursuant to the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, which Act shall apply to the foregoing Clauses.
32. General Lien
32.1 You hereby grant to each of TBSPL and its Intermediaries, as the case may be, a lien over all your moneys and Assets now or hereafter held, carried or maintained by TBSPL and its Intermediaries (whether individually or jointly with others) in relation to any of your Accounts from time to time for any amount due in your Accounts or in accounts guaranteed by you or for the settlement or discharge of any of your Liabilities from time to time to TBSPL and its Intermediaries, wherever and however arising and without regard to whether or not TBSPL or its Intermediaries has made advances with respect to such Securities and other property.
33. Continuity of Terms
33.1 The Terms shall be binding on TBSPL and you and the respective successors in title and assigns, and shall be continue to be binding on you notwithstanding any change in the name or constitution of TBSPL, any change in the ownership structure of TBSPL, or the merger, consolidation or amalgamation of TBSPL into or with any other entity.
33.2 TBSPL may assign TBSPL’s rights and obligations under the Terms to any subsidiary, affiliate, or successor by merger, consolidation or amalgamation without notice to you. In such case, the Terms shall continue to be binding on and will inure to you and your heirs, executors, administrators, successors in titles, and assigns.
34. Representations and Warranties
34.1 You hereby represent and warrant to and covenant and agree with TBSPL that:
34.1.1 you have full capacity, power and authority (and if an individual, is of full legal age as defined by the Civil Law Act, Chapter 43 of Singapore) to enter into, accept and agree to the Terms, to open, maintain and/or continue to maintain All Account(s) from time to time opened, maintained and/or continued to be maintained with TBSPL, to give TBSPL Instructions thereon, to enter into Transactions, and to acquire or use any Service;
34.1.2 you have all authorisations, consents, licenses or approvals (whether under Applicable Laws or otherwise) required to enter into the Terms, to open, maintain and/or continue to maintain all Account(s) from time to time opened, maintained and/or continued to be maintained with TBSPL, to give TBSPL Instructions thereon, to enter into Transactions, and to acquire or use any Service;
34.1.3 if you are a corporation, partnership, trust or other entity, you represent your constitutional or governing instruments permit the Terms, that all applicable Persons have authorised the Terms and that the Authorised Signatory is authorised to bind you. You further represent that you shall comply with all Applicable Laws in connection with any Accounts. You further agree that you are acting as the principal but not trustee or agent in entering into the Terms and any Transaction, unless you expressly request that an omnibus account to be opened.
34.1.4 If you reside outside Singapore or give any Instruction to TBSPL from outside Singapore, all instructions given by you are in compliance with any and all Applicable Laws of the relevant jurisdiction from which your Instructions are given. You further agree to indemnify TBSPL from any claims, demands, litigations, costs and expenses incurred or suffered by TBSPL in connection with or arising from your residing or giving of any such Instruction from outside Singapore;
34.1.5 you are not bankrupt or financially insolvent and no order, declaration or steps are being or have been taken to appoint a trustee in bankruptcy, receiver, receiver and manager, judicial manager, liquidator, administrator or other similar person over you or your assets or property;
34.1.6 you are financially sophisticated and have sufficient experience in effecting Transactions in equity Securities, ETFs, warrants and other financial instruments in connection with Securities that you wish to trade with TBSPL;
34.1.7 you shall ensure that you shall at all times be in a position to meet your commitments and obligations in respect of any Transaction;
34.1.8 no one other than you has an interest in your Accounts;
34.1.9 except for any security or encumbrance created hereunder, no Person has or will have any security or other encumbrance over any Account and/or over any cash or property in any Account;
34.1.10 any Orders placed or any other dealings in the Account(s) is solely and exclusively based on your own judgment and after your own independent appraisal and investigation into the risks associated with such Orders or dealings;
34.1.11 TBSPL shall not be under any duty or obligation to you to inquire into the purpose or propriety of any Order and shall be under no obligation to see to the application of any of your delivered funds in respect of any Account;
34.1.12 unless otherwise disclosed to TBSPL in writing: (i) you are NOT or becoming a director, 5% beneficial shareholder, policy-making officer or otherwise a Connected Person of a publicly-traded company or a “politically exposed person”, (ii) you are NOT or becoming affiliated with or employed by an exchange or any corporation of which any exchange owns a majority of the capital stock, or a member of any exchange or of a bank, trust company, insurance company, or of any corporation, firm, if you are so employed that a written consent of your employer is attached herewith; or (iii) individual engaged in the business of dealing either as a broker or as principal in Securities traded under the Account(s) and you will notify TBSPL promptly if there is any change to this representation;
34.1.13 no confiscation order, charging order, restraint order, production order or search warrant under the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act (Chapter 65A of Singapore) has been issued or is pending against you. You shall notify TBSPL promptly if any such order or search warrant is issued or pending;
34.1.14 your name does not and has not at any time appeared on the list of Specially Designated Nationals and Blocked Persons maintained by the United States Office of Foreign Assets Control or on any lists or resolutions issued by the United Nations (whether through the Security Council or otherwise) pursuant to which dealings with persons specified therein are prohibited, restricted or discouraged;
34.1.15 any funds and/or assets placed now or subsequently provided by you from time to time with TBSPL will at all times comply with all Applicable Laws, including all tax laws and regulations;
34.1.16 the declarations made and information provided by you and any information provided from time to time to TBSPL are true, accurate, complete and not misleading in any respect and you has not withheld any information that would cause TBSPL to refuse to open or maintain any Account, to effect any Transaction or to provide any Service to you. TBSPL is entitled to rely fully on such information and representations unless and until TBSPL receives notice of any such change from you;
34.1.17 you have received, read, understood, acknowledged and accepted the terms and conditions of this Agreement, and relevant risk disclosure statements made available to you during the Account opening progress and/or at the Website;
34.1.18 you will keep, save, defend, protect, indemnify, and hold TBSPL and its Intermediary harmless from any damages or costs incurred by TBSPL and its Intermediary, including legal fees on a full indemnity basis, as a result of a breach or default by you of any representation, warranty, covenant, or agreement made by you under the Terms; and
34.1.19 you authorise TBSPL's Executing Brokers to disclose your Orders: (i) to others, including the Executing Broker's affiliates, for the execution of any of your Orders; (ii) on the Executing Broker's book to other customers of the Executing Broker and (iii) to disseminate quotes; and (iv) as the Executing Broker(s) may otherwise deem necessary; and
34.1.20 you have the power to enter into, exercise your rights, perform and comply with your obligations, grant and/ or confer any rights, powers, and authorities to any other Person (including, but not limited to, the Clearing Firm and/ or TBSPL) under the Terms (including, but not limited to, creation of a lien referred to in Clause 32).
34.2 The above representations, warranties and covenants shall be deemed repeated whenever you give Orders to TBSPL, enter into any Transaction, acquire or use any Service, or establish or operate any Securities Account with TBSPL.
34.3 You represent and warrant to TBSPL that all information you provide or have provided is accurate, true and complete and is not misleading and shall remain accurate, true and complete and not misleading, and you will promptly notify TBSPL in writing of any change in such information or any change in circumstances which would affect any of the representations and information given to TBSPL or which in any way affect your ability to carry out any Transactions in connection to Securities or performance of any obligations under any term of the Terms.
34.4 You acknowledge and agree that you shall be liable to TBSPL for any damages, expenses, or Losses incurred or suffered by TBSPL for any false or fraudulent representations, warranties, covenants and agreements in this Agreement (including but not limited to the aforementioned representations and warranties).
35. Termination
35.1 Your Account(s) with or maintained on behalf of TBSPL may be terminated and closed by either you or TBSPL at any time with or without cause or reason except that such closure or termination will not affect any rights or obligations of either you or TBSPL incurred prior to such closure or termination
35.2 You may terminate your Account or Service provided by TBSPL to you by submitting the “Application for Closure of Account or Revocation of Services” form to TBSPL and the termination will only take effect from the later of (i) the effective date of termination as stated in the form, or (ii) the date when TBSPL determines that there are no outstanding payments, obligations and/or liabilities due from you to TBSPL (whether subject to notice or not and whether matured or not and whether held singly or jointly) under the Terms.
35.3 Prior to the date of termination of any Account or Service, you shall instruct TBSPL as to the proper disposal or transfer of your monies and other property of yours in relation to such Account or Service. If you fail to do so, TBSPL may exercise any of its rights under Clause 28.2.
36. General Exclusion
36.1 So long as TBSPL acts in good faith, it shall not be liable to you in any respect for any Loss suffered by you, including any Loss resulting from action, inaction or insolvency by or of any Intermediary, exchange, market or clearinghouse (including wrongful or unlawful action or inaction), or howsoever otherwise suffered and/or incurred by you. TBSPL shall only be liable to you if TBSPL has been grossly negligent or engaged in wilful misconduct. Without prejudice to the generality of the foregoing, TBSPL shall not in any event be liable to you for any indirect or consequential Loss (including loss of profit and loss of opportunity) or special, incidental, exemplary, or punitive damages.
37. General Indemnity
37.1 You hereby agree to fully indemnify, keep indemnified, and hold TBSPL, its officers, employees and/or Nominees harmless from and against any and all Loss (including legal costs on a full indemnity basis) suffered or incurred, or which may be suffered or incurred by TBSPL, its officers, employees and/or Nominees arising from, as a result of or in connection with: (i) any of your failure to comply with the Terms of this Agreement, or to fully and punctually perform any of your obligations hereunder or in respect of any Transaction; (ii) any of your representations, warranties, agreements and undertakings in your Account application or this Agreement being untrue, incorrect, incomplete or misleading un any material respect; (iii) any actions, claims, demands or proceedings brought by third parties (including Intermediaries) against TBSPL further to TBSPL acting in accordance with your Instructions or otherwise in the exercise of its powers under the Terms; (iv) TBSPL acting or omitting to act in accordance with your Instructions (or any communication given or purportedly given by any person authorised to act in relation thereto), or taking any action, exercising any rights, power and discretion, performing any of its duties and obligations or otherwise acting in any manner in accordance with or as permitted under the Terms; (v) any change in any Applicable Laws; (vi) any act or thing done or caused to be done by TBSPL in connection with or referable to this Agreement or any Account, or Transaction entered into for or with, or any Service provided to, you; (vii) any act or loss due to trading disruption or trading suspension during corporate action; and/or (viii) any Event of Default caused by you.
38. Limitations of Liability and Force Majeure
38.1 The materials, Electronic Trading Service, and the Services are provided on an “as is” and “as available” basis. TBSPL does not warrant: (i) the accuracy, adequacy, or completeness of the materials, Electronic Trading Service, or the Services, and expressly disclaims any liability for errors, delays, or omissions in the materials, Electronic Trading Services, and/or the Services , or for any action taken in reliance on the materials, Electronic Trading Services, or the Services; (ii) that any of the materials, Electronic Trading Service or the Services will be provided uninterrupted or free from errors, or that any identified defect will be corrected, nor that the materials, Electronic Trading Service, or the Services are free from any computer virus or other malicious, destructive or corrupting code, agent, program, or macros.
38.2 No warranty of any kind, implied, express or statutory, including the warranties of non-infringement of third-party rights, title, merchantability, satisfactory quality, or fitness for a particular purpose, is given in conjunction with the materials, Electronic Trading Service, or the Services.
38.3 TBSPL shall in no event be liable to you or any other person for any loss, damages, or expenses whatsoever or howsoever caused and regardless of the form of action (including tort or strict liability) arising directly or indirectly in connection with any access, use, or inability to use the materials, Electronic Trading Service, or the Services, even if TBSPL or its agents or employees may have been advised of, or otherwise might have anticipated, the possibility of the same.
38.4 TBSPL will not at any time be liable for, even if foreseeable, within the contemplation of TBSPL or if TBSPL may have been advised of, or otherwise might have anticipated, the possibility of the same: (i) loss of revenue or business opportunities, lost profit, loss of anticipated savings or business, loss of data, loss of goodwill or loss of value of any equipment; and (ii) indirect, incidental, special, consequential losses, damages, or expenses or punitive damages.
38.5 TBSPL or its Service Providers, or their respective officers, employees or Nominees (except for wilful misconduct or gross negligence directly attributable to TBSPL) shall not be liable to you for suffering any prejudice or Loss whatsoever and howsoever caused or arising from the use of the materials, Electronic Trading Service, or the Services, including any one or more of the following events or matters:
38.5.1 any loss or unauthorised use of the Electronic Trading Services;
38.5.2 any delay, failure, interruption, breakdown, non-performance or unavailability of the Electronic Trading Service, the Services or any telecommunications or interconnection, electronic or mechanical equipment or system (whether or not owned, operate or maintained by TBSPL or any other person and whether or not used in the provision or operation of any service) through any cause whatsoever, (including errors due solely malfunction of the Electronic Trading Service or Electronic Trading Service equipment, infrastructure or programs, viruses, worms or any harmful, invasive or corrupted files or to any “force majeure” event (i.e. conditions or events beyond the reasonable control of any party including war, acts of terrorism, insurrections, riots, labor disputes, sabotage, extraordinary weather conditions, fire, earthquakes, or other acts of God, actions of government, communications, power failures, the malfunction of any hardware or software) whether or not leading to either or both of the Electronic Trading Service being totally or partially inaccessible or unavailable and/or Instructions given via the Electronic Trading Services not being acted upon promptly or at all);
38.5.3 any delay, failure, omission, cessation or interruption in the acceptance, recognition or execution of your Instructions, including the need to verify Instructions due to considerations of security and wrongful interception of any Instruction;
38.5.4 any inability or failure to accept and/or recognise and/or properly and accurately store, process and/or transmit dates or data incorporating or relying on dates, or the processing, storage and/or transmission of any inaccurate date or data;
38.5.5 any act or loss due to trading disruption or trading suspension during corporate action;
38.5.6 corruption or loss of any data stored in any equipment, terminal or system or Instruction or in the course of transmission through the internet, any computer or any electronic or telecommunications system used by TBSPL or any other person whether or not in connection with the Account or the provision or operation of any Service, including any errors generated in the transmission of any data or Instruction; or
38.5.7 any breach of TBSPL’s obligations or duties to you caused by or arising from any one or more of events or matters set out in any one or more of the foregoing Clauses.
38.6 You agree that TBSPL’s, its agents’ or employees’ liability will not exceed an amount equal to the highest aggregate monthly commissions and fees paid by you to TBSPL for any and all defaults referable to the materials, Electronic Trading Service, or the Services and/or their use and/or failure to be permitted their use.
39. Severability
39.1 If any provision or condition of the Terms is or becomes illegal, invalid, or unenforceable, the same shall not affect the legality, validity or enforceability of the remaining provisions or conditions of the Terms nor the legality, validity or enforceability of such provisions or conditions under the law of any other jurisdiction.
40. Complaints and Dispute Resolution
40.1 You agree that any queries or complaint should be raised with TBSPL’s trading services department or with one of TBSPL’s employees. Unresolved queries and complaints are handled by TBPSL’s compliance department according to TBSPL’s Complaint Procedure, a copy of which is available on Website or upon request. To the extent you remain dissatisfied with the result of TBSPL’s compliance department’s investigation or with any action taken by TBSPL as a result of such investigation, you may refer the matter to the Financial Industry Disputes Resolution Centre Ltd (FIDReC) for further investigation.
40.2 Without prejudice to any of TBSPL’s other rights to close a Transaction under the Terms, in any case where TBSPL is in dispute with you in respect of a Transaction or alleged Transaction or any communication relating to a Transaction, TBSPL may, at its discretion and without notice to you, close any such Transaction or alleged Transaction, where TBSPL reasonably believe such action to be desirable for the purpose of limiting the maximum amount involved in the dispute, and TBSPL will not be under any obligation to you in connection with any subsequent movement in the level of the Transaction concerned. If we close one or more of your Transactions under this Clause, such action will be without prejudice to our right to contend in relation to any dispute that such Transaction had already been closed by TBSPL or was never opened by you. Where reasonably practicable, TBSPL will try to give you prior notice of the actions we intend to take. In the event TBSPL is unable to do so, TBSPL will take reasonable steps to inform you that TBSPL has taken such action as soon as practicable after doing so. Where TBSPL closes a Transaction or alleged Transaction in accordance with this Clause, the closing will be without prejudice to your rights: (i) to seek redress or compensation for any loss or damage suffered in connection with the disputed or alleged Transaction or communication, prior to the closing; and (ii) to open a new Transaction at any time thereafter, provided that such Transaction is opened in accordance with the Terms, which will be applied, for the purposes only of calculating any relevant limits or money required from you, on the basis that TBSPL’s view of the disputed events or communication is correct.
40.3 TBSPL shall be entitled, at its sole option, to commence proceedings in the courts of the Republic of Singapore in respect or in connection with any dispute or controversy between TBSPL and you as to any matter arising under, out of or in connection with this Agreement or any other agreement between you and TBSPL. If arbitration has been initiated by you at the time that TBSPL chooses to submit such dispute, controversy or matter to the courts of the Republic of Singapore, then it is agreed that such arbitration is to be discontinued, unless the court finds that TBSPL has waived such right by substantially participating in the arbitration without having raised its rights under this Clause. If TBSPL should choose to exercise this right to submit such dispute, controversy or matter to the courts of the Republic of Singapore, each of TBSPL and you agree to: (i) submit to the exclusive jurisdiction of the courts of the Republic of Singapore; (ii) waive any objection that it may have at any time to the laying of venue of any proceedings brought in such courts; (iii) waive any claim that such proceedings have been brought in an inconvenient forum; and (iv) further waive the right to object with respect to such proceedings that any such court does not have jurisdiction over such party.
41. No Financial, Tax or Trading Advisory Services
41.1 The Services provided by TBSPL include that of Order execution in Securities, custodial services and product financing, not investment advisory services on Securities (or any other investment product).
41.2 While information may be shared with you from representatives and/ or agents of TBSPL, it is to be used solely for educational purposes. TBSPL and its officers, employees and representatives or other Intermediaries appointed by it, do not make recommendations, make solicitations, offer tax advice, offer investment advice, nor does TBSPL engage in any financial planning services.
41.3 You acknowledge that all trading tools and materials available on the Website and the Electronic Trading Services are to be used only for information and educational purposes. You further acknowledge that any examples included with or given in relation to such tools are also for educational or instructional purposes. TBSPL makes no warranties to the accuracy of these trading tools nor to any conclusions derived from or investment decisions based on information provided by such trading tools.
41.4 You hereby agree and acknowledge that as the Electronic Trading Service is on-line and execution-only, the dealings between TBSPL and you will hence not be subject to the Guidelines on Fair Dealing Board and Senior Management Responsibilities for Delivering Fair Dealing Outcomes to Customers issued by the MAS. This means that TBSPL will act on an execution-only basis and will not be providing any financial advice to you in relation to any Financial Product.
41.5 TBSPL is not a fiduciary to you nor does TBSPL take on any fiduciary obligations in relation to any Securities. TBSPL does not and is not willing to assume any advisory, fiduciary or similar or other duties or act as investment adviser to you. TBSPL strongly encourages you to take independent advice before purchasing, subscribing, disposing of, or entering into any Securities.
41.6 You agree that all decisions on whether to invest in any financial product, and whether such an investment is suitable or appropriate for you, are yours. You do not rely on, and TBSPL, any of its agents, directors, officers, employees or vendors (including the Executing Broker or the Clearing Firm) are not responsible for, any information, representation (whether written or oral), advice, recommendation, view, opinion, or other statement provided by TBSPL, or any of its affiliates, and every director, officer, or employee of the foregoing or any market data in making any investment decision, and you rely on your own judgment in making such investment decision.
41.7 You have made and will make your own assessment of an investment in any product and you shall evaluate the suitability of any product or investment for yourself in making any investment decision and that you shall make the final investment decision and accept all responsibility for your investment decisions, and TBSPL, any of its agents, directors, officers, employees or vendors (including the Executing Broker or the Clearing Firm) shall not be responsible or liable for reviewing your Account(s) and determining the suitability of your investment choice. You acknowledge that TBSPL shall have no responsibility in respect of the performance of transactions entered by you.
41.8 You acknowledge that past performance of any Securities or class of investment products is no indicator of future performance. In addition, and without prejudice to the generality of the foregoing, you agree and acknowledge, and you represent and warrant to TBSPL (and TBSPL relies on such representations and warranties) that:
41.8.1 you are aware that TBSPL does not hold out any of its agents, nominees, directors, officers, or employees as having any authority to advise you;
41.8.2 TBSPL does not purport to advise you on any financial product or investment;
41.8.3 you are acting for your own account and have made your own independent decision to enter into Transactions, and you are not relying on any communication (written or oral) of TBSPL as investment advice or as a recommendation to enter into any Transaction (it being understood that information and explanations related to the terms and conditions of a Transaction will not be considered investment advice or a recommendation to enter into that Transaction);
41.8.4 TBSPL does not provide advice with respect to any legal or tax ramifications of any financial product or investment and you shall obtain your own appropriate tax, legal, financial or other advice from an independent tax, legal or financial adviser;
41.8.5 TBSPL's making the Electronic Trading Service available to you should not be taken to constitute a recommendation and/or an endorsement of any financial product or investment, any form of advice or a determination of suitability of any financial product or investment for you by TBSPL or its representatives, or any representation in respect of any financial product or investment;
41.8.6 you are aware of the risks associated with any investment undertaken by you, and you are fully aware and accept that you will be solely responsible for determining the merits and suitability of each and every Transaction;
41.8.7 you have not obtained from TBSPL any guarantee or assurances as to the profitability, performance, and/or results of any financial product or investment;
41.8.8 TBSPL shall not be held responsible in any way whatsoever for the performance of any financial product or investment, which you have chosen to subscribe for;
41.8.9 TBSPL shall not be liable for the performance of any financial product, including any Losses which you may incur in your investment in the financial product;
41.8.10 TBSPL has not and will not authorise its employees to provide any representations on any investment, or any assurance or guarantees (orally or in writing) on the performance of any financial product or investment for the purpose of encouraging you to subscribe or purchase interests in any investment;
41.8.11 Unless related to risk management functions addressed in the Terms, TBSPL representatives do not exercise discretion in Accounts nor make recommendations. Any information given to you regarding Securities or any other investment products is incidental to TBSPL's brokerage business and shall be for informational purposes only; and
41.8.12 if you require financial advisory services in relation to any financial product or investment, you shall obtain appropriate financial advisory services from an independent financial adviser.
42. Power of Attorney
42.1 By trading with or through TBSPL with respect to the Account(s), or utilising any Services, you hereby confirm your irrevocable appointment of each and every director and officer of TBSPL (on a several basis), for so long as they are each a director or officer (as the case may be) of TBSPL, as your attorney for each and all of the purposes of this Agreement and with power to sign and execute all documents and perform all acts in your name and on your behalf in connection therewith whether in respect of any Transaction relating any Account, Services or in respect of anything required to facilitate or give effect and/or substance to the rights conferred on TBSPL under this Agreement, and to do anything reasonably ancillary thereto. Further, registration of this power of attorney in any jurisdiction may be effected on your behalf by TBSPL at your expense. You undertake to hold harmless, indemnify and keep indemnified TBSPL and any of the aforesaid attorneys from and against any and all Losses (including legal costs on a full indemnity basis) suffered or incurred by any of them in the proper exercise of their powers under this Clause.
43. Ratification
43.1 You agree to ratify and confirm, and hereby ratify and confirm, any and all acts and things done or caused to be done by TBSPL (including pursuant to the power of attorney granted in Clause 42) for and on behalf of you or otherwise in relation to any Account, any of the Transactions or Services or any part or all of the Securities custodised with TBSPL.
44. Goods and Services Tax (“GST”)
44.1 If any Services provided to you by TBSPL under or in connection with this Agreement is subject to GST, TBSPL may, in addition to any consideration payable pursuant to this Agreement, recover from you an additional amount on account of GST, such amount to be calculated by multiplying the relevant amount or consideration payable by you for the relevant supply by the prevailing GST rate.
44.2 If TBSPL is not entitled to an input tax credit in respect to the amount of any GST charged to or recovered from TBSPL by any Person, or payable by TBSPL, or in respect of any amount which is recovered from TBSPL by way of reimbursement of GST referable to any supply made under or in connection with the Agreement, TBSPL will be entitled to increase any amount or consideration payable by you on account of such input tax and recover from you the amount of any such increase. Such amount is to be calculated without any deduction or set-off any other amount and is payable by you upon demand by TBSPL whether such demand is by invoice or otherwise.
45. Tax
45.1 You authorise TBSPL to disclose any personal and account information where such disclosure is required by Applicable Laws (including applicable laws imposing any reporting and/or withholding obligations on TBSPL such as the United States Foreign Account Tax Compliance Act (“FATCA”) and Income Tax Act (Chapter 134 of Singapore)), regulations, orders, agreements, or treaties made by or between tax authorities and/or governments to: (i) any of TBSPL’s related companies or subsidiaries, wherever situated; (ii) any government, quasi-government, regulatory, monetary or other authority whether in Singapore or elsewhere, including the United States Internal Revenue Service, the United States Treasury Department, the Inland Revenue Authority of Singapore and MAS; (iii) any party to whom TBSPL is under a legal duty to disclose; and/or (iv) any party where TBSPL in good faith deems it in TBSPL’s interest to make such disclosure.
45.2 You agree that you shall be required to, upon demand by TBSPL and in a timely manner:
45.2.1 provide any form, certification or other information, as may be requested by and in a form acceptable to TBSPL, that is necessary for TBSPL: (i) to prevent withholding tax or qualify for a reduced rate of withholding tax or backup withholding tax in any jurisdiction from or through which TBSPL receives payments; or (ii) to satisfy reporting or other obligations under the United States Tax Code and the United States Treasury regulations promulgated thereunder or the Income Tax Act (Chapter 134 of Singapore);
45.2.2 update or replace such form, certification, or other information in accordance with its terms of subsequent amendments; and
45.2.3 otherwise comply with any reporting obligations imposed by the United States or any other jurisdiction, including reporting obligations that may be imposed by future legislation.
45.3 You acknowledge and agree that if, and to the extent that, TBSPL is required to make any payment, withholding or deduction as a consequence of you failing to comply in a timely manner with the requirement in the preceding representation and warranty, TBSPL shall be entitled to, at its sole and absolute discretion, withhold all or a portion of the amounts payable in respect thereof to you if TBSPL is required under Applicable Laws (including the laws of the United States) or as a consequence of any agreement between TBSPL and any tax, regulatory, governmental or quasi-governmental authority or body (including the United States Treasury Department or similar government division or department) to withhold any payments as a consequence of you failing to comply in a timely manner with the requirement in the preceding representation and warranty. You agree to hold harmless, indemnify and to keep TBSPL fully indemnified from and against any amount of payment, withholding or deduction referred to in this Clause that is in excess of such amount as may be standing to your Account(s).
45.4 You acknowledge and agree that in the event the status of you or the Beneficial Owner(s) of the Account change from a non-US Person to a US Person, you shall immediately notify TBSPL and you shall be required to, upon demand by TBSPL and in a timely manner, provide any form, certification, representation, confirmation or other information, as may be requested by and in a form acceptable to TBSPL.
45.5 You acknowledge and agree that TBSPL may in its sole and absolute discretion terminate your Account with immediate or subsequent effect by written notice if you fail to comply in a timely manner with the requirements in this Clause, whereupon TBSPL shall be entitled to receive all fees and other monies accrued up to the date of such termination.
45.6 You acknowledge and agree that TBSPL shall not be responsible for or liable to you for any Loss to you arising as a result of any act or omission or any error of judgment not amounting to actual fraud in complying with TBSPL’s reporting or other obligations under Applicable Laws (including the US Tax Code and the United States Treasury regulations promulgated thereunder or under the Income Tax Act (Chapter 134 of Singapore)).
46. Securities Trading Margin Account
46.1 If you wish to be grant access to TBSPL’s Margin Facility to facilitate your purchase and/or sale of Approved Securities on leverage, you are required to additionally agree to the terms and conditions in the Additional Terms of Securities Margin Account and understand and accept the risk involved in Margin Trading.
47. Governing Law
47.1 The Terms in this Agreements shall be governed by and construed in accordance with Singapore law.
48. Third Party Rights
48.1 Unless expressly provided in the Terms of this Agreement, a person or entity who is not a party to the Terms shall have no rights under the Contracts (Rights of Third Parties) Act Chapter 53B of Singapore or any Applicable Laws to enforce or enjoy the benefit of any Clause of the Terms, regardless of whether such Person has been identified by name, as a member of a class, or as answering a particular description. No third party beneficiary’s consent is required for any subsequent agreement between you and TBSPL to amend or vary (including any release or compromise of any liability) or terminate this Agreement. Where third parties are conferred rights under the Terms, those rights are not assignable or transferable.
49. Assignment, Charge or Encumbrance
49.1 You shall not without the prior written consent of TBSPL, assign, charge, pledge, encumber, or create or permit to create, or confer any interest, whether by way of trust or otherwise, in favour of any Person other than TBSPL (or its Intermediary), in or over Any Account, any cash or property in any Account or your rights therein. Unless otherwise agreed by TBSPL in writing, TBSPL shall not be required to recognise any Person other than you as having interest in any Account.
50. No Waiver
50.1 If TBSPL does not exercise or delays exercising a right under the Terms, this does not mean that it has given up or waived the right or that it cannot exercise the right later. No failure to exercise or enforce and no delay in exercising or enforcing on the part of TBSPL of any right, power or privilege shall operate as a waiver thereof, nor shall it in any way prejudice or affect the right of TBSPL afterwards to act strictly in accordance with the powers conferred on TBSPL under the Terms, nor shall any single or partial exercise of any right, power, or privilege of TBSPL preclude any other or further exercise thereof or the exercise of any other right, power or privilege of TBSPL. Unless otherwise expressly agreed in writing by TBSPL, no waiver of any provision in this Agreement, rules and regulations applicable to any exchange or clearing house, or otherwise imposed by TBSPL relating to all or any Transaction, Service, or Account may be implied from any conduct or course of dealing between you and TBSPL.
51. Rights and Remedies
51.1 All of TBSPL's rights and remedies under this Agreement are cumulative of, in addition to, and not exclusive or in derogation of, any other rights or remedies provided or available to TBSPL hereunder, by law, in equity or by any other agreement.
52. Unclaimed Monies and Assets
52.1 If there are any monies, Assets and/or other property standing to the credit of any Account (including a trust or custody account) or otherwise held by TBSPL or its Nominee or Sub-Custodian for and on behalf of you which are unclaimed by you six (6) years after your last transaction with or through TBSPL and TBSPL determines in good faith that it is not able to trace or locate you, you hereby irrevocably agree that all such monies, Assets sand other property including any and all accretions and accruals thereon (which in the case of monies shall include all interests earned thereon and all investments and their respective accretions and accruals which may have been made with such monies; and in the case of Securities shall include all accretions and accruals thereon) shall be deemed to have been abandoned by you in favour of TBSPL and may be appropriated by TBSPL to and for itself to utilise in any manner TBSPL so wishes for its own benefit. You therefore shall have no right to claim such monies, Assets or other property or their accretions and accruals.
53. Conflict of Interest
53.1 You hereby acknowledge and agree that when TBSPL, its affiliates or some other Person connected with any of them acts in any of the above capacities or in any other position of conflict, TBSPL and/or its interests may or will be in conflict with your interests under any transaction or matter. You hereby acknowledge and agree that when TBSPL, its affiliates, or some other Person connected with any of them act in any of the above capacities or in any other position of conflict, TBSPL may be remunerated accordingly and/or may make profits and/or receive fees, commissions, rebates, discounts, or other benefits or advantages (whether financial or otherwise) from the counterparty or issuer or any other third party. You hereby irrevocably and unconditionally consent to TBSPL’s acting in such capacities or position of conflict and hereby authorise TBSPL to continue to enter into such transactions for you without prior reference to you and despite TBSPL acting in such capacities or position of conflict. You confirm that notwithstanding any such conflict of interest and any remuneration, profits, fees, commissions, rebates, discounts, or other benefits or advantages (whether financial or otherwise) which TBSPL may make or receive in respect thereof, you will have no claim against TBSPL for, you consent to the receipt by TBSPL of, and TBSPL shall be entitled to retain and shall have no obligation to disclose to you or any other Person (and you or other Person shall not be entitled to ask for disclosure of) the fact or amount of, any such remuneration, profits, fees, commissions, rebates, discounts, or other benefits or advantages (whether financial or otherwise) arising from any such conflict. You also agree that TBSPL will not be responsible for any Losses including loss of profit, or damage which may result from any such conflict.
53.2 In addition, you accept, are aware of and consent to the payment by TBSPL of remuneration, profits, fees, commissions, rebates, discounts or other benefits or advantages, whether financial or otherwise, arising from any introduction or referral services (whether or not the fact of such introduction or referral or the receipt or the amount of such benefit or advantage is not disclosed to you) or in respect of any specific Transaction. TBSPL will not be responsible for any Losses, costs, damages, and expenses which may result from any such conflict of interest or duty.
53.3 In addition, TBSPL, its affiliates, and its agents shall be entitled and are authorised, without having to make prior or any disclosure to you, to accept for TBSPL or its affiliates' or its agents' sole benefit from any Person engaged in a Transaction effected by TBSPL with you or on your behalf, any soft commissions (including goods, services, discounts, or other allowances attributable to any transaction entered into by TBSPL or its affiliates), cash or money rebate, allowance or benefit as part of TBSPL’s, its affiliates', or its agents' own compensation, and you hereby consent to the receipt and retention therefor. However this will only be done where permitted by and subject to any Applicable Laws in the jurisdiction concerned.
53.4 TBSPL shall not be obliged to disclose to you any fact, matter or finding which comes to its notice or that of any of its directors, officers, employees or agents in the course of acting in any capacity for any other person.
53.5 You acknowledge that TBSPL’s directors, officers and employees may trade in their personal capacities.
53.6 The Services provided by TBSPL to you are nonexclusive. TBSPL shall not be under any obligation to account to you for any benefit received for providing services to others or to disclose to you any fact or thing which may come to the notice of TBSPL in the course of providing services to others in any other capacity or in any manner whatsoever.
54. Introductions/ Sharing of Fees, Commissions, and Other Charges
54.1 You acknowledge that you may have been introduced or referred to TBSPL by a third party. TBSPL has and will accept no responsibility for any conduct, action, representation, or statement of such third party.
54.2 You further acknowledge and agree that, in consideration of such introduction by such third party, TBSPL may share TBSPL's fees, commissions and/or other charges with such third party or any other third party.
54.3 You also acknowledge that TBSPL may from time to time (either of its own initiative or at your request or a relevant third party financial service/ product supplier), refer you to a third party for the possible provision of service/product by or through such third party. In such a case, you agree that you shall be solely responsible for deciding for yourself whether and if so to actually contract to open, establish and maintain any such account or concluding any transaction with the relevant third party and that: (i) TBSPL shall not in any way be regarded as an agent of the relevant third party (even if it is affiliated) and that you will establish and/or maintain your account or conclude and effect any transaction with the relevant party only on the basis that TBSPL will have no liability or responsibility for any representation or statements made to be relied on by you in establishing and/or maintaining such account or effecting such transaction; and (ii) TBSPL may however receive one or more payments for it having referred you to the relevant party for you to open and/or maintain an account with such party or effect any transaction with such party. You agree and consent to the foregoing and TBSPL’s retention and appropriation wholly for its own account and benefit of such payments.
55. Removal of Worthless Securities
55.1 TBSPL may remove a worthless security from your account including, and without limitation to, under the following circumstances: the primary custodian, the Depository Trust Company, has deemed the security eligible for removal and the Clearing Firm has reviewed and determined, to the best of its ability, that the security has no market value.
55.2 You agree to waive any claim to any future distribution from the security and agree to indemnify and hold TBSPL and the Clearing Firm harmless from any claims, liability, or damages resulting from the removal of such security. If you provide us with evidence of the value of the security from an independent third party within 60 days of receiving your account statement noting the removal, the Clearing Firm will review and, if able to, reinstate your position.
56. Acknowledgement of Disclosures
56.1 YOU HEREBY ACKNOWLEDGE AND UNDERSTAND THAT THERE ARE CERTAIN RISKS INVOLVED WHEN TRADING OVERSEAS-LISTED PRODUCTS AND YOU FURTHER ACKNOWLEDGE, UNDERSTAND AND ACCEPT THE RISKS AND OTHER MATTERS DISCLOSED TO YOU IN THE RISK DISCLOSURE FOR OVERSEAS-LISTED INVESTMENT PRODUCTS AND OTHER DISCLOSURES STATEMENTS PROVIDED TO YOU DURING THE ACCOUNT OPENING PROCESS OR OTHERWISE.
SECTION 2
ADDITIONAL TERMS FOR SECURITIES MARGIN ACCOUNT
If you have chosen to apply for the Securities Trading Margin Account with TBSPL, you are required to read, understand and accept the terms and conditions under this Additional Terms for Margin Account ("Margin Terms").
By completing, signing and submitting the account application form, you acknowledge your understanding of and acceptance to and you agree to all the terms herein, being the Margin Terms, which additionally apply to all Margin Accounts (as defined below) which you now have or may at any future time have from time to time closed and then reopened.
The Margin Terms are cumulative with and in addition to TBSPL’s Customer Agreement for Securities Trading Account (“Agreement”), which you have already accepted and agreed to and which is incorporated and equally applies to your Transactions in Approved Securities/Units (as defined below) except as otherwise provided herein. The Margin Terms and Addendum shall be read and construed together with the Agreement, together with all disclosures, terms, conditions, rules, and regulations included on the Website (as defined in TBSPL’s Agreement), as the same may be amended, modified, supplemented, or replaced from time to time (collectively referred to as the “Terms”), shall apply to all Margin Accounts and your Transactions in Approved Securities/Units.
In the event of any conflict or inconsistency between the provisions of the Terms and the Margin Terms, the provisions of the Margin Terms shall prevail with respect to or in connection with any Transactions in relation to the Margin Facility (as defined below). Unless the context otherwise requires, any capitalised term used in the Margin Terms and which is not specifically defined herein shall have the meaning given to it in the Agreement.
Definitions and Interpretation
Approved Securities/Units– such Securities or CIS Units (as applicable) as may from time to time be approved by TBSPL acting in its discretion, and as permitted by Applicable Laws to be purchased via a Margin Facility.
Automatic Liquidation – shall have the meaning thereto in Clause 5.2
CIS Unit means a unit in a Collective Investment Scheme as defined herein.
Collateral - any asset acceptable to each of TBSPL and the Clearing Firm from time to time furnished as continuing security for your obligations hereunder including cash, bonds, stocks, shares, and other types of Securities and CIS Units.
Collective Investment Scheme or CIS shall have the meaning given to this term under the SFA and shall include any unit trust, investment fund, mutual fund, exchange-traded fund (“ETF”) or any other collective investment scheme satisfying such definition and as distributed by or made available through TBSPL from time to time.
Custodial Account - an account established by TBSPL or its Intermediaries for your benefit and the purpose of holding your Assets and cash.
Debit Balance- a negative cash balance (which is subject to interest charges) in the Account, up to such amount as TBSPL may from time to time agree (taking into account such factors as TBSPL may think fit (including, but not limited to, the amount and type of Collateral held in the Custodial Account)) reflecting the debts owed by you to TBSPL.
Equity – means the mark-to-market value of Collateral held in the Account as determined by TBSPL, subject to any haircuts that TBSPL may, in its sole discretion, apply to any Collateral.
Financial Product - any Securities, Futures Contracts or CIS Units which TBSPL offers on its trading platform.
Initial Margin - such initial margin requirement(s) as TBSPL may consider appropriate and impose on you and/or your Margin Account from time to time, and which may be amended from time to time at the discretion of TBSPL.
Liabilities - all moneys, obligations, and liabilities now or at any time hereafter due, owing, or incurred by you to TBSPL and the Intermediary, wherever incurred, whether on the Account, or in respect of the Services or any Transaction or any Instructions or otherwise in whatever manner and actual or contingent, present or future and in whatever currency and whether solely or jointly and in whatever name, style, or form and whether as principal debtor or as surety, including all Margin Facilities extended to you, obligations assumed by TBSPL, any Executing Broker or Clearing Firm in your favour or other persons at your request, together with interest, commissions, fees, charges and all expenses, and legal costs on a full indemnity basis.
Margin Account - an Account providing you access to TBSPL’s Margin Facility.
Margin Call - a request from TBSPL for additional cash or Collateral to be used to cover your financial obligations and/or open position(s) and for purposes of providing the Initial Margin and/or maintaining the Margin Maintenance Requirement.
Margin Facility - a loan reflected as the Debit Balance granted (or to be granted) by TBSPL to you in connection with your purchase, sale, trading in, or otherwise dealing in Approved Securities/Units (as may from time to time be notified to you by TBSPL), up to such amount and to such extent as TBSPL may from time to time agree.
Margin Maintenance Requirements - such margin maintenance or close-out margin requirement(s) as TBSPL may consider appropriate and imposes on you or your Margin Account from time to time, and which may be amended from time to time at its discretion.
Options Clearing Corporation or OCC - the entity which is responsible for all operations and oversight over activities related to options trading in the USA.
SFA - Securities and Futures Act 2001 Ind_hkgrey
System - shall have the meaning thereto in Clause 5.2.1
you - means the person or persons named in the Account application for purposes of registration at the website as the applicant(s), and where the context so admits, includes any one of those persons and may include one or more individuals, a partnership, a sole proprietorship or a corporation, and includes an Authorised Person or an Authorised Signatory.
In these Margin Terms, and unless the context otherwise requires:
- headings and titles are inserted for convenience only and do not affect the interpretation of the contents;
- any reference to any agreement or document is to that agreement or document (and, if applicable, any of its provisions) as amended, novated, supplemented or replaced from time to time;
- any reference to any legislation or legislative provision includes any statutory modification or re-enactment of, or legislative provision substituted for, and any subordinate legislative provision;
- the singular includes the plural and vice versa;
- any reference to any gender shall include the other genders;
- any reference to TBSPL, Executing Broker or Clearing Firm's "discretion" shall be construed to refer to such entity's "sole and absolute discretion"; any determination to be made by such entity or any exercise by such entity of any rights or entitlement may be made at its sole and absolute discretion and, in every case, shall be conclusive and binding on you; and
- "Person" includes any individual, company, corporation, firm, partnership, joint venture, association, organisation, trust, state, or agency of a state (in each case, whether or not having separate legal personality).
1. Margin Facility
1.1 If your application for Margin Facility (“Margin Facility”) is accepted by TBSPL, TBSPL shall grant you access to its Margin Facility to facilitate loans for your purchase and/or sale of Approved Securities/Units.
1.2 As such, you may owe moneys to TBSPL as you utilise the Margin Facility under which TBSPL has to provide a guarantee of your Liabilities on your behalf to the Executing Broker and/or Clearing Firm to facilitate the Margin Facility. TBSPL will monitor your Debit Balances and Margin Requirements. You hereby acknowledge and agree that TBSPL has the authority to take action to sell any of your Collateral, close out your Transactions, enter into offsetting transactions at your expense or take any other action to reduce your Debit Balance and to ensure that your Margin Requirements are met and satisfied.
1.3 You acknowledge and agree that in the event that TBSPL is held liable for any payments that may result from any transactions, any Debit Balance or any other shortfall on your Margin Account, or if TBSPL makes any payment on your behalf (whether under the guarantee or otherwise), you will be responsible for any such payments and will hold harmless and indemnify TBSPL for all such costs, Losses, or Liabilities incurred by TBSPL.
YOU UNDERSTAND THAT TRADING ON MARGIN INVOLVES A HIGH DEGREE OF RISK AND MAY RESULT IN LOSS OF FUNDS EVEN GREATER THAN THE AMOUNT YOU HAVE DEPOSITED IN YOUR ACCOUNT.
1.4 TBSPL shall have the right to reduce, suspend, cancel or vary, and from time to time review any Margin Facility and nothing in this Margin Terms shall be deemed to impose on TBSPL any obligation under Applicable Laws or in equity to make or continue to make available to you any Margin Facility, and any and all moneys outstanding or owing by you to TBSPL under or in connection with your Margin Account shall become due and payable immediately upon demand. Upon such demand, you shall immediately repay all such moneys outstanding or owing by you to TBSPL.
2. Credit Limit
2.1 You understand and agree to the following:
2.1.1. you shall not permit or cause your Debit Balance to exceed the credit limit from time to time set by TBSPL for your Margin Account. You further agree to pay interest to TBSPL on the Debit Balance at such rate as TBSPL may from time to time notify you.
2.1.2. The types of Securities or CIS Units that are available for margin transactions may be limited by Applicable Laws, or the requirements of TBSPL, its Executing Broker(s) and/or Clearing Firm(s). TBSPL has sole discretion to determine what types of Securities or CIS Units are Approved Securities/Units. TBSPL may at any time amend the list of Approved Securities/Units without notice to you.
2.2. TBSPL may, in its sole and absolute discretion, grant you a temporary increase beyond the credit limit set by TBSPL. Any such temporary increase may be revoked by TBSPL at any time without notice to you and without prejudice to any of its rights under this Margin Terms, including the right to liquidate any Collateral.
2.3 TBSPL may request a credit report on you. If TBSPL extends, updates, or renews your credit, TBSPL may request a new credit report without notifying you.
3. Interest
3.1 Your Margin Accounts shall be charged daily interest at rates published on the Website from time to time, which rates of interest, as permitted by Applicable Laws, are subject to change upon notice by publication on the Website. Such interest shall be charged on all Debit Balances owed by you to TBSPL, and for any credit extended to you pursuant to an arrangement with TBSPL for the purpose of purchasing, carrying, or trading in Securities or CIS Units or otherwise. The market value of short Securities or CIS Units is treated as a debit to your Account. Dividends and interest credits held in Accounts are considered part of a free credit balance when calculating credit interest. Interest is calculated on a 360- day basis using settlement date balances.
3.2 The interest charged on the Debit Balances or adjusted balances in your Margin Accounts shall be debited from your Account on monthly basis. It is understood that the interest charge made to your Margin Account at the close of a charge period will be added to the opening balance for the next charge period unless paid.
3.3 You acknowledge and agree that you shall not be entitled to receive any interest in respect of any free cash balances in any of your Margin Accounts held by TBSPL for and on behalf of you for any reason whatsoever. You hereby agree to waive and relinquish in favour of TBSPL any and all entitlement to interest accruing to any of your cash balances in your Account.
3.4 TBSPL may in return for the interest waived and relinquished by you and at TBSPL’s sole and absolute discretion pay to you interest thereon of such amount or at such rate as TBSPL may deem appropriate net of its administration fee for crediting such interest into your Account.
4. Margin Requirements and Collateral
4.1 You agree that you are responsible for all of your Transactions in your Margin Account and prior to effecting each Transaction in Approved Securities/Units, you must have sufficient funds in your Margin Account to meet the Initial Margin and Maintenance Margin Requirement for that Transaction in Approved Securities/Units.
4.2 TBSPL may, at any time and from time to time, require you to, and you agree to, deposit Collateral with TBSPL for the due performance of your obligations under any and all Transactions, for the entry into or maintenance of any and all outstanding Transactions in your Margin Account, and/or for the due performance of your other obligations to TBSPL whether or otherwise.
4.3 You undertake to provide and maintain in your Margin Account Collateral of the type and amount required by: (i) the Executing Broker, Clearing Firm, applicable exchange rules, the SFA, regulations issued under the SFA, and other Applicable Laws; and, (ii) TBSPL’s internal credit terms and policies and general policies regarding Margin Maintenance Requirements in effect from time to time; and as required by TBSPL at its sole and absolute discretion, and you undertake to do so by the date and the time stipulated by TBSPL.
4.4 You acknowledge, accept, and agree that TBSPL may, with or without notice to you, vary its Margin Maintenance Requirements for your Margin Account(s) at any time and from time to time, stipulate that such revised Margin Maintenance Requirements shall apply to existing positions as well as new positions in respect of the Transactions or Accounts, or by notice to you effect an immediate change in Margin Maintenance Requirements and/or require with or without prior notice additional Collateral to be deposited immediately or within a very short period of time which may be less than twenty-four (24) hours. In this regard, no previous Margin Maintenance Requirements shall set a precedent or bind TBSPL. You accept that this is a risk inherent in entering into and dealing in Transactions involving margin.
4.5 You further acknowledge and agree that if Margin Maintenance Requirements are increased, by TBSPL or its Executing Broker/Clearing Firm or otherwise, and there is insufficient Equity in your Margin Account(s) to meet such increased Margin Maintenance Requirements, TBSPL, its Executing Broker or the Clearing Firm may liquidate your position in any of your Account(s) without notice, and will not have any liability to you for any Losses or damages sustained by you in connection with such liquidations, or if the System experiences a delay in effecting, or does not effect, such liquidations, even if you subsequently re-establish your position at a less favorable price.
4.6 You agree that TBSPL may, without prior notice to you, apply and use any and all cash, investments or other property for the time being deposited with, received by, held by or under the control of TBSPL, as Collateral for the purposes of any Transaction or Account (including to secure any and all of your obligations to TBSPL under any Transaction or Account, including Futures Trading Account where applicable) and for the purposes of meeting any Margin Requirements as may be imposed on you from time to time.
4.7 You shall promptly execute and do all such documents, instruments, assurances, acts and things as necessary or as required by TBSPL for creating, perfecting, and/or protecting the rights of TBSPL to any Collateral, including delivering to TBSPL all security and other documents, in such form or forms acceptable to TBSPL duly executed by you or for you in favour of TBSPL where necessary, having the same duly filed, stamped and registered in accordance with all Applicable Laws.
4.8 You agree that any and all of your Financial Products held by an Intermediary in any Account(s), including in a Futures Trading Account or deposited to secure the same may from time to time, without any notice to you, be pledged, hypothecated or re-hypothecated to secure the Margin Facility. Notwithstanding anything herein to the contrary, TBSPL and its Intermediaries will not be obliged to effect and will have the right to reject a Transaction in Financial Products on your behalf if your Margin Account does not meet the Margin Maintenance Requirements which are in effect from time to time.
4.9 In the event that such a Transaction in Approved Securities/Units has been undertaken by TBSPL in error, you will be permitted to choose whether to withdraw your Order from your Account or to retain your Order in your Account. If you choose to retain the Order in your Account, you are required to make payment for the amount payable on the Approved Securities/Units upon settlement of the Transaction. No additional Debit Balance will be granted to you to settle the Transaction.
4.10 You hereby acknowledge and agree that you shall maintain separate Collateral as margin in respect of each Margin (or Futures, if applicable) Account or Transaction as TBSPL may require, that the Collateral maintained as margin in respect of each Account or Transaction shall be treated as separate for the purposes of this Margin Terms, and upon your specific Instructions TBSPL may transfer all or part of such Collateral held by TBSPL for you in respect of any Account or Transaction to any other Account or Transaction, or to utilise such Collateral for any purposes as required by you.
4.11 Your Approved Securities/Units purchased through your Margin Account as well as your Collateral shall be marked-to-market to reflect their current market value on a daily basis.
5. Margin Call and Liquidation of Position
5.1 You understand that it is the prevailing practice of most brokerage firms to issue Margin Calls before liquidating an Account or a portion thereof and that TBSPL may not ordinarily do so. You agree to monitor your own Margin Accounts and, to avoid the possibility of a liquidation pursuant to Event of Default herein, to maintain sufficient Collateral in excess of the Margin Maintenance Requirements as prescribed by TBSPL from time to time.
5.2 You acknowledge and agree that:
5.2.1 TBSPL’s account maintenance systems (collectively the “System”) are designed generally to automatically effect a close-out of your positions ("Automatic Liquidation") which will cause the account Equity to decrease in value below Margin Maintenance Requirements, without providing you: (i) notice of such action; (ii) an opportunity to select the Securities or CIS Units to be liquidated; or (iii) an opportunity to deposit additional funds to prevent such closeout; however, TBSPL's delay in effecting, or its failure to effect, such liquidation will not make TBSPL liable to you or relieve you of your obligations following a liquidation;
5.2.2 if TBSPL does not, for any reason, effect an Automatic Liquidation, and TBSPL issues a Margin Call to you by email or any other method, you must satisfy such Margin Call immediately. Notwithstanding such Margin Call, you acknowledge that TBSPL or its Executing Broker or Clearing Firms, in their discretion, may liquidate your positions at any time;
5.2.3 in any event, you understand and accept that any Margin Call given by TBSPL shall not be considered a waiver of TBSPL’s rights to apply your Collateral hereunder, nor is TBSPL bound by such prior Margin Call to forestall the exercise of any of such rights;
5.2.4 even if TBSPL has notified you and provided a specific date or time by which you are required to meet a Margin Call, TBSPL can still take necessary steps to protect its financial interests before such specified date; and,
5.2.5 without prejudice and in addition to all other rights of TBSPL under the Margin Terms, if at any time your Margin Account has insufficient Collateral to meet Margin Requirements or is in deficit, TBSPL shall have the right, in its sole and absolute discretion (but is not obliged), to liquidate any or all of your positions in your Account at any time and in any manner and through any market or dealer, without prior notice or Margin Call to you. You shall be liable and will promptly pay TBSPL for any deficiencies in your Margin Account that arise from such liquidation or remain after such liquidation. TBSPL shall have no liability for any Loss sustained by you in connection with such liquidations (or if TBSPL delays effecting, or does not effect, such liquidations) even if you re-establish your position at a worse price; and
5.2.6 you shall monitor your email messages and satisfy any Margin Call issued by TBSPL by immediately depositing funds in your Account to pay, in full, the under-margined position.
5.3 You further acknowledge and agree that in addition to the provisions above regarding Automatic Liquidation, TBSPL has granted the right to its Executing Broker and Clearing Firm to, without notice to you or demand for additional funds, liquidate your positions for an Event of Default by: (i) selling any and all Securities, CIS Units and/ or other property in any of your Accounts, whether carried individually or jointly with others; (ii) buying any and all Securities, CIS Units or other property which may be short in such other Accounts; or (iii) canceling any open orders and closing any or all outstanding orders or commitments of yours. You expressly waive any rights to receive prior notice or demand from TBSPL and agree that any prior demand, notice, announcement, or advertisement shall not be deemed a waiver of TBSPL's, Executing Broker's or the Clearing Firm's right to liquidate any of your positions. You understand that, in the event positions are liquidated by TBSPL, Executing Broker, or the Clearing Firm, you may have no right or opportunity to determine the Securities, CIS Units and/ or other property to be liquidated or the order or manner of liquidation. TBSPL, its Executing Broker, or Clearing Firm may, in their discretion, effect a liquidation on any exchange, ECN or other market, and TBSPL, its Executing Brokers, or Clearing Firm or their affiliates may take the other side of such liquidating transaction.
6. TBSPL’s Right to On-Lend/Pledge Client’s Securities and/or CIS Units
6.1 You agree, understand and acknowledge that when you purchase Securities and/or CIS Units using Margin Facility, the purchased Securities and/or CIS Units are Collateral for the liabilities owing to TBSPL under, or in connection with the Margin Account. You hereby agree to assign all the Collateral to TBSPL by way of collateral coupled with such title transfer rights to enable TBSPL to borrow for its own, or on-lend to other TBSPL customers, its Intermediary’s customers or to other market participants as the principal of such Securities or CIS Units. You further agree in connection with the foregoing that no compensation will be payable to you and that TBSPL is the sole beneficiary of any fee or commission that TBSPL may earn from any exercise of TBSPL’s right under this Clause. By clicking the "Agree" button at the bottom of this page, you have executed the Margin Terms, and you verify that you understand the associated risks including the failure of counterparties to return the borrowed Securities and/or CIS Units and any other default risks associated with such on-lending. You hereby acknowledge these risks and agree to proceed with this arrangement.
7. Short Selling
7.1 The Electronic Trading Systems will recognise if an Order is placed as a long or short sale. You acknowledge that: (i) short sales may only be effected in a Margin Account and are subject to Applicable Laws and requirements (including in relation to disclosure and reporting of short sales where the short position passes certain thresholds under any relevant Applicable Laws), and to the Initial Margin and Margin Maintenance Requirements set forth in Clause 4; (ii) prior to effecting a short sale for you, TBSPL or its Intermediary must be able to borrow such Securities or CIS Units on your behalf to effect delivery of such Securities or CIS Units to the purchaser; (iii) if TBSPL or its Intermediary is able to borrow stock to enable you to effect a short sale and the lender subsequently issues a re-call notice for such stock, TBSPL or its Intermediary will attempt to re-borrow the Securities or CIS Units on your behalf, it being expressly understood by you that if TBSPL or its Intermediary is unable to re-borrow such Securities or CIS Units, then TBSPL or its Intermediary, without notice to you, is authorised by you to cover your short position by purchasing Securities or CIS Units on the open market at the then-current market price and you shall be liable for any resulting Losses and all associated costs incurred by TBSPL, Executing Broker, and/or its Clearing Firm. As noted in Clause 3.1, the market value of the short Securities or CIS Units is treated as a debit item to your Account.
8. Option Transactions
8.1 If at any time you shall enter into any Transaction for purchase or resale of an option contract, you hereby agree to abide by Applicable Laws, including the rules of any national securities association, registered securities exchange, or clearing organisation applicable to the trading of such option contract and that you, acting alone or in concert, shall not violate the position or exercise limitation rules of any such association or exchange or of the OCC or other clearing organisation in the Applicable Laws. You also acknowledge that you have read and fully understand the "Characteristics and Risks of Standardized Options," which is published by the OCC.
9. Notice, Exercise, Random Allocation of Option Contracts
9.1 You understand that you may not receive actual notice of exercise of an option contract until the week following exercise of the same. You shall bear full responsibility for taking action to exercise or sell valuable options; however, in the absence of your notifying TBSPL to exercise an option contract by 3:00 p.m. SGT two (2) days before the last Business Day prior to expiration date of the options contract, you consent and understand that “Out-of-Money” options contract will lose all value and the Executing Broker/Clearing Firm (acting on behalf of TBSPL) may exercise “In-the-Money” options contract on your behalf but is under no obligation to do so and you will hold TBSPL harmless for any Loss that may result at that time or any time hereafter.
9.2 In the event of such exercise, the Transaction shall be placed in your Account. In the event that the commissions charged for such an expiration transaction exceeds the proceeds to be realised, you agree and hereby relinquish your ownership in said option contract to the Clearing Firm and the Clearing Firm may exercise the option for its own account. You acknowledge the Clearing Firm may utilise a random method of allocation for all option(s) assignments received and exercise assignment notices for options contracts allocated among all customers' short positions within that series. You shall read and understand the rules and regulations of option contracts trading of the relevant Exchanges and Clearing Firm prior to trading any options contract.
9.3 You shall not, acting alone or in concert with others, exceed the position/exercise limits set forth by any exchange or market or by any other regulatory authority of the relevant jurisdiction.
9.4 You acknowledge and accept that should TBSPL in its discretion, deem it necessary for its protection for any reason, or if you die, TBSPL can buy, sell, or short any part or all of the underlyers represented by options endorsed by the Clearing Firm for your Account. Any and all expenses incurred by TBSPL or the Clearing Firm in connection with such transactions shall be reimbursed by you to TBSPL and the Clearing Firm. You understand and acknowledge that when Transactions are traded in more than one marketplace the Clearing Firm or the Executing Broker may use its discretion in selecting the market in which to enter your Order unless you specifically instruct otherwise. All moneys, Securities, CIS Units, or other property which TBSPL or the Clearing Firm may hold in any of your Accounts shall be held subject to a general lien for the discharge of your obligations to TBSPL and/or the Clearing Firm under the Terms or otherwise.
9.5 You agree that in connection with any uncovered option(s) for your Account, you will not sell, during the lifetime of such options, the underlying Collateral collateralising such options, any underlying cash, Securities, CIS Units or other assets which may accrue on the underlying covered Securities or CIS Units until such options are closed, exercised, or expired or the undersigned has met the Collateral requirements established by TBSPL and/or the Clearing Firm for carrying uncovered options. You also agree that TBSPL and/or the Clearing Firm, in its/their respective discretion, may refuse any order to sell such underlying Securities or CIS Units received from you or by means of a "give-up" basis through another firm unless, prior to such sale, you have met the Collateral requirements established by TBSPL and/or the Clearing Firm for carrying uncovered options. TBSPL has the right in its discretion, to permit you to apply the proceeds of such sale to such Collateral requirements.
9.6 You are aware of the high degree of risk involved in option transactions and have given TBSPL, in strict confidence, information to demonstrate that this Account and the trading anticipated therewith is not unsuitable for you in light of your investment objectives, financial situation and needs, experience, and knowledge. Notwithstanding that neither TBSPL nor its Intermediary provides financial advisory services to you, you agree to advise TBSPL of any changes in your investment objectives, financial situation or other circumstances that may materially affect your suitability of trading in option transactions as TBSPL or its Intermediaries may require such information to take steps to protect their own position and to otherwise comply with Applicable Laws and regulations.
10. Representations and Warranties
10.1 You represent and warrant that you are under no legal disability which would prevent you from Margin Trading or entering into the Margin Terms and that all of the information contained in your Margin Facility application is true, complete, and correct as of the date hereof.
10.2 You will promptly notify TBSPL in writing of any changes in such information or any change in circumstances which would affect any of the representations and information given to TBSPL or which would in any way affect your ability to carry out any Transactions in Margin Trading or performance of any obligations under any term of the Margin Terms.
10.3 You represent and warrant that you are financially sophisticated and have sufficient experience in effecting Transactions in equity Securities, equity options, and equity index options, and CIS Units.
10.4 You will notify TBSPL in writing to liquidate all open positions on margin and close your Margin Account if losses therein approach the extent at which your lifestyle or any dependent may become adversely affected.
11. Entire Agreement and Amendment
11.1 The Margin Terms together with the Agreement is the entire agreement of the parties governing the Margin Account, and supersedes all prior or contemporaneous agreements between TBSPL and you concerning the Margin Account. TBSPL reserves the right to amend these Margin Terms without prior notice to you, or as required by Applicable Law. The current version of the Margin Terms will be available on the Website and your continued account activity after such amendment constitutes your agreement to be bound by all amendments to these Margin Terms, regardless of whether you review them. No person has the authority to represent that these Margin Terms will not be enforced in accordance with its terms or to make any representation inconsistent with the terms of any Risk Disclosure/Warning Statements concurrently delivered to you. TBSPL’s failure to insist on your strict adherence to the terms hereof shall not act as a waiver of its rights to so insist at any time thereafter, all such rights being cumulative and unconditional in nature.
12. Consent to Credit Check and Anti-Money Laundering Provisions
12.1 You acknowledge, understand and consent to any investigation that may be made pertaining to your credit standing and your business accounts, and you authorise TBSPL and/or its affiliates and/or relevant third party service provider to contact such banks, financial institutions, and credit agencies as TBSPL and/or its affiliates and/or relevant third party service provider shall deem appropriate.
12.2 You further acknowledge and agree that any Margin Account established pursuant to the Margin Terms shall be subjected to anti-money laundering requirements established by applicable government agencies or self-regulating organisations. Accordingly, you shall promptly provide any supporting documents or certifications requested by TBSPL which TBSPL believes are necessary or advisable to obtain for anti-money laundering compliance purposes.
13. Disclosure of Personal Information
13.1 Without prejudice to TBSPL’s rights or any consents that you may have given to TBSPL under the Agreement, you authorise and permit TBSPL to disclose any information with respect to you, any Margin Account, your financial condition, the beneficial owners, and beneficial ownership of the Margin Account(s), any of the Services provided or proposed Services, any Transactions or dealings between TBSPL and you, the Terms and/or any other agreement(s) between TBSPL and you (collectively, the "Customer Information") as TBSPL shall consider appropriate for any purpose whatsoever as TBSPL may think fit to: (i) any affiliate whether situated in Singapore or elsewhere; and (ii) any other person, whether situated in Singapore or elsewhere: to (or through) whom TBSPL assigns or transfers (or may potentially assign or transfer) all or any of its rights and obligations pursuant to any of the Services or proposed Services; with whom TBSPL enters into (or may potentially enter into) any contractual or other arrangement in relation to any of the Services or proposed Services or any facility or proposed facility (including any guarantors, sureties, and/or third party security providers); to whom TBSPL outsources the performance of operational functions of TBSPL; pursuant to the procuring or management of data relating to any of the Services or proposed Services or any facility or proposed facility or any client; to whom (including all government agencies and authorities, tax authorities, regulators, exchanges, clearinghouses, markets, or depositories) such disclosure is required by Applicable Law or pursuant to the directives of such entities; or to whom TBSPL is under a duty to disclose; and to whom such disclosure is considered by TBSPL to be in TBSPL’s interests.
14. Contract Notes and Account Statements
14.1 In addition to the terms of Contract Notes and Account Statements agreed by you in the Agreement, you further agree that you shall check and verify all Account Statements and Contract Notes (including statements related to Margin Trading and Equity Options Trading) supplied by TBSPL. Unless you object by (i) a verbal notice to the contrary within twenty-four (24) hours of the deemed delivery of such statement or confirmation; and (ii) follow by a written confirmation of such verbal notification from you to TBSPL within seven (7) days of the date of the Account Statements, or the fifth (5th) Business Day of the date of the Contract Note (for equity Transactions) or within one (1) Business Day of the date of the Contract Note (for options Transactions) dispatched or transmitted, you will be deemed conclusively to have: (i) accepted and ratified all the matters contained in such Account Statements or, as the case may be, Contract Notes as true and accurate and binding on you, subject to TBSPL's right to rectify any error which TBSPL determined may have been made or reflected; and (ii) waived all rights to bring an action against TBSPL in respect of any error or omission.
15. Severability
15.1 If any provision or condition of the Margin Terms shall be held to be invalid or unenforceable by any court, or regulatory or self-regulatory agency or body, such invalidity or unenforceability shall attach only to such provision or condition. The validity of the remaining provisions and conditions shall not be affected thereby and the Margin Terms shall be carried out as if any such invalid or unenforceable provision or condition were not contained herein.
16. Governing Law
16.1 The Margin Terms and the enforcement of the Margin Terms shall be governed by and construed in accordance with Singapore law. In relation to any legal action or proceedings arising out of or in connection with any Account (including Transactions effected for the Account) or referable to any Services, you hereby submit to the non-exclusive jurisdiction of the courts of Republic of Singapore and you waive any objection to the proceedings on the ground that the proceedings have been brought in an inconvenient forum.
16.2 TBSPL reserves the right to submit any dispute to any other court of competent jurisdiction and you agree to submit to the jurisdiction of such other court, whether concurrently or not.
17. Compliance with Applicable Laws
17.1 TBSPL shall not be liable to you as a result of any action taken by TBSPL or its agent to comply with any Applicable Law. Any failure by TBSPL to comply with any Applicable Law shall not relieve you of any obligations under these Margin Terms nor be construed to create any rights thereunder in favor of you against TBSPL.
18. Risk of Loss and Indemnification
18.1 You acknowledge, understand and agree that all Transactions effected for your Margin Accounts and all fluctuations in the market prices of the Securities and/or CIS Units carried in your Margin Accounts are at your sole risk and you shall be solely liable under all circumstances for any losses arising from such Transactions. By entering into the Margin Terms, you warrant that you are willing and financially able to sustain any such losses. Neither TBSPL nor any TBSPL’s Intermediary is responsible for the obligations of the Persons with whom your Transactions are effected; nor are any of them responsible for delays in transmission, delivery, or execution of your Orders due to malfunctions of communications facilities or other causes. None of TBSPL or its Intermediary shall be liable to you for the loss of any margin deposits which is the direct or indirect result of the bankruptcy, insolvency, liquidation, custodianship, exchanges, clearing house, bank or similar entity. You agree to hold harmless and indemnify TBSPL and its Intermediaries or their respective officers, employees, agents or representatives from any Liabilities, cost, or expense (including attorneys’ fees and expenses and any fines or penalties imposed by any governmental or regulatory agency, self-regulatory body, contract market, exchange, clearing organisation, or other self-regulatory body) which TBSPL may incur or be subjected to with respect to your Margin Account or any Transaction or position therein.
18.2 You affirm that you are able to assume the financial risks of Margin Trading and that Margin Trading meets your financial objectives. You agree to notify TBSPL if there is any material change in your financial condition or objectives.
18.3 You understand that Margin Trading involves a high degree of risk and may result in loss of funds even greater than the amount you have deposited in your Margin Account. You acknowledge that you are willing and financially able to sustain any losses resulting from all Transactions effected for your Accounts, and your unconditional obligation to pay TBSPL the amount of any such losses.
18.4 You agree, accept and understand all implications under Applicable Laws as a consequence of trading with TBSPL and on different exchanges. You also consent to and acknowledge that there are exchange rate risks in respect of Transactions denominated in a foreign currency, and you represent and warrant that you are able and willing to take such country and currency risks.
18.5 You further agree, accept and understand that if you utilise Margin Facility to trade products denominated in different currencies using a base currency chosen by you, TBSPL will calculate Margin Requirements by applying exchange rates specified by TBSPL. TBSPL WILL APPLY “HAIRCUTS” (A PERCENTAGE DISCOUNT ON THE FOREIGN CURRENCY EQUITY AMOUNT) TO REFLECT THE POSSIBILITY OF FLUCTUATING EXCHANGE RATES BETWEEN THE BASE CURRENCY AND THE FOREIGN CURRENCY. YOU AGREE TO CLOSELY MONITOR MARGIN REQUIREMENTS AT ALL TIMES, PARTICULARLY FOR POSITIONS DENOMINATED IN FOREIGN CURRENCIES, BECAUSE FLUCTUATION IN THE CURRENCY AND THE VALUE OF THE UNDERLYING POSITION CAN CAUSE A MARGIN DEFICIT.
18.6 You understand that TBSPL has not undertaken and will not undertake an independent evaluation of whether Margin Trading generally or any specific Transaction entered into by you or under your Instruction is appropriate, and you undertake, represent and warrant to TBSPL that you have made such evaluations independently and TBSPL is relying solely on your representations in this regard.
19. Acknowledgment of Disclosures
19.1 YOU HEREBY UNDERSTAND THE MARGIN TERMS AND CONSENT AND AGREE TO ALL OF THE TERMS AND CONDITIONS SET FORTH ABOVE. YOU ACKNOWLEDGE THAT TRADING SECURITIES AND/OR CIS UNITS WITH MARGIN IS SPECULATIVE, INVOLVES A HIGH DEGREE OF RISK, AND IS APPROPRIATE ONLY FOR PERSONS WHO CAN ASSUME RISK OF LOSS IN EXCESS OF WHAT THEY DEPOSITED IN THE MARGIN ACCOUNT.
19.2 YOU FURTHER ACKNOWLEDGE AND ACCEPT THE RISKS AND OTHER MATTERS DISCLOSED TO YOU IN THE RISK WARNING STATEMENT FOR OVERSEAS-LISTED INVESTMENT PRODUCTS, THE RISK DISCLOSURE STATEMENT (FUTURES CONTRACTS OR LEVERAGED FOREIGN EXCHANGE CONTRACTS), THE MARGIN DISCLOSURE STATEMENT, AND OTHER DISCLOSURES PROVIDED TO YOU DURING THE ACCOUNT OPENING PROCESS OR OTHERWISE.
You agree to promptly satisfy all Margin Calls and understand and acknowledge that Debit Balances in all of your Account(s) shall be charged with interest are required by all applicable statutes, rules, regulations, procedures or as deemed necessary by TBSPL or its Intermediaries. You understand that you are liable for payment upon demand of any obligations owned relating to Account and that your Account can and may be liquidated at any time in order to meet Margin Requirements without demand or notice being sent to you. You acknowledge that you have read and agree to be bound by all terms and conditions set forth in the Agreement.
SECTION 3
Customer Agreement for Options Trading Account
If you have chosen to apply for Options Trading Account with TBSPL, you are required to read, understand and accept the terms and conditions under this Customer Agreement for Options Trading Account ("Option Terms”). By completing, signing and submitting the application, you acknowledge your understanding of and acceptance to and you agree to all the terms herein, being the Option Terms, which additionally apply to all Options Trading Account (as defined below) which you now have or may at any future time have from time to time closed and then reopened.
The Options Terms are cumulative with and in addition to TBSPL’s Customer Agreement for Securities Trading Account (“Agreement”) and Additional Terms for Securities Margin Account ("Margin Terms"), which you have already accepted and agreed to and which are incorporated and equally apply to your Transactions in Approved Options (as defined below) except as otherwise provided herein. The Options Terms and Addendum shall be read and construed together with the Agreement, together with all disclosures, terms, conditions, rules, and regulations included on the Website (as defined in TBSPL’s Agreement / Margin Terms), as the same may be amended, modified, supplemented, or replaced from time to time (collectively referred to as the “Terms”), shall apply to all Options Trading Account and your Transactions in Approved Options. In the event of any conflict or inconsistency between the provisions of the Terms and the Option Terms, the provisions of the Option Terms shall prevail with respect to or in connection with any transactions in relation to Option (as defined below). Unless the context otherwise requires, any capitalised term used in the Option Terms and which is not specifically defined herein shall have the meaning given to it in the Agreement.
Definitions and Interpretation
Access ID - any access identification created to sign in to your Account or Accounts that is unique to you.
Account – all and any accounts of any nature which TBSPL has opened or maintained for you or for your benefit (including TBSPL’s trust accounts in Singapore held for the benefit of its customers) or, where you consist of more than one Person, any one or more of you.
Applicable Law – any applicable laws and regulations, including the constitution, by-laws, rules, regulations, customs and usages of the exchange or market where Options Contracts are executed (and of the applicable clearing house, if any) and any applicable rules and regulations of self-regulatory organisations.
Assets – any financial instruments (including without limitation, securities, collective investment schemes, and derivatives contracts) and any items, goods, or properties belonging to you and, if applicable, documents of title thereto.
Associated Person – a natural person who is or has been entrusted with prominent public functions (including the roles held by a head of state, a head of government, government ministers, senior civil service officers, senior judicial or military officials, senior executives of state-owned corporations, and senior political party officials) whether in Singapore or another country or jurisdiction, and any immediate family members and close associates of such a natural person.
Authorised Person - a Person authorised by you to access the Services in relation to your Account.
Authorised Signatory - a Person authorised (whether solely or jointly with another Person) to give Instructions, orders, notices, communications, messages, information, or other materials in respect of your Account and its operation, to enter into any agreement or Transaction or to request for any Service or new Services to be provided by, or Accounts to be opened with or maintained by, TBSPL for your benefit.
Business Day – a day TBSPL is open during standard Singapore office hours and, in the context of Instructions and Transactions involving a foreign element, a day when banks and relevant financial markets and institutions are open for business in the country concerned.
CAR – the meaning ascribed to the term “Customer Account Review” under the Notice on the Sale of Investment Products issued by the MAS under the SFA.
Clearing Firm - a firm providing clearing services.
Client's Accounts - the meaning ascribed thereto in Clause 20.
Collateral - any asset acceptable to each of TBSPL and the Clearing Firm from time to time furnished as continuing security for your obligations hereunder including cash, bonds, stocks, shares, and other types of Securities.
Communication - the meaning ascribed thereto in Clause 9.
Customer Assessments - shall have the meaning ascribed thereto in Clause 4.
Contact Detail - the meaning ascribed thereto in Clause 9.
Contract Notes (Trade Confirmations) - the written confirmation of a Transaction which may be provided either electronically or on paper.
Custodial Account - an account established by TBSPL or its Intermediaries for your benefit and the purpose of holding your Assets and cash.
Customer Data - all information and documents relating to you (and, where applicable, your directors, partners, agents, representatives, shareholders and beneficial owners), your financial condition, any Account, the beneficial owners and beneficial ownership of the Accounts, the Services or any other products or services provided or proposed to be provided to you, your Assets, Collateral, any Transactions or dealings between TBSPL and you, the Options Terms and/or any other agreements between TBSPL and you including, but not limited to, Personal Data.
Debit Balance - a negative cash balance (which is subject to interest charges) in the Account, up to such amount as TBSPL may from time to time agree (taking into account such factors as TBSPL may think fit (including, but not limited to, the amount and type of Collateral held in the Custodial Account)) reflecting the debts owed by you to TBSPL.
Electronic Instruction - any communication, instruction, Order, message, data information, other materials, or request received by TBSPL via the Electronic Trading Services and referable to the Access ID and/or Password or Authorised Person's Access ID and/or Password (including use of the Access ID and/or Password or Authorised Person’s Access ID and/or Password by any person, whether authorised or unauthorised by you or your Authorised Person) from you or your Authorised Person, or purporting to come from you or Authorised Person.
Electronic Trading Service - any electronic trading and other services or facilities which TBSPL may make available to you from time to time, including through or at the Website, which allows for transmission, storage and processing of Electronic Instruction(s) and account maintenance, and offered via electronic means, including any card, electronic, computerised or telecommunication devices or modes of operating Accounts in or outside Singapore, and where the context requires, also means any Access ID or Password used to access electronic trading services.
Executing Broker - any contracted executing broker of TBSPL, providing order routing and market data services for markets for customers of TBSPL.
Event of Default - any, each, or all of the events of default described in Clause 33 of this Agreement.
Financial Product - any financial product which TBSPL offers on its trading platform.
HKD – the lawful currency of Hong Kong.
Initial Margin - such initial margin requirement(s) as TBSPL may consider appropriate and impose on you from time to time and which be amended from time to time at the discretion of TBSPL.
Instructions - any communication, instruction, Order, message, data information, other materials, or request received by TBSPL, given or purportedly given by you or your Authorised Person or any other Authorised Signatory to TBSPL by such means as TBSPL may allow, and shall include an “Electronic Instruction”.
Intermediary (or Intermediaries) - shall have the meaning ascribed thereto in Clause 5.
joint account - shall have the meaning ascribed thereto in Clause 8.
joint account holder - shall have the meaning ascribed thereto in Clause 8.
Liabilities - all moneys, obligations, and liabilities now or at any time hereafter due, owing, or incurred by you to TBSPL, wherever incurred, whether on an Account, or in respect of the Services or any Transaction or any Instructions or otherwise in whatever manner and actual or contingent, present or future and in whatever currency and whether solely or jointly and in whatever name, style, or form and whether as principal debtor or as surety, including all Margin Facilities extended to you, obligations assumed by TBSPL, any Intermediaries in your favour or other persons at your request, together with interest, commissions, fees, charges and all expenses, and legal costs on a full indemnity basis.
Loss - any and all expenses, losses, damages, liabilities, demands, charges, actions and claims of any kind or nature whatsoever.
Margin Agreement means TBSPL's Additional Terms for Margin Account.
Margin Call - a request from TBSPL for additional cash or Collateral to be used to cover your financial obligations and/or open positions for the purposes of meeting the Initial Margin and/or maintaining the Margin Maintenance Requirements.
Margin Facility - has the meaning set out in the Margin Agreement.
Margin Maintenance Requirements - such margin maintenance or close-out margin requirement(s) as TBSPL may consider appropriate and impose on you from time to time, and which be amended from time to time at its discretion.
Margin Requirements - the Initial Margin and the Margin Maintenance Requirements.
market data providers – shall have the meaning ascribed thereto in Clause 16.
MAS - the Monetary Authority of Singapore.
Natural Person – an individual human being.
OCC - the Options Clearing Corporation.
OCC Document – means the latest version of document issued by the OCC entitled “Characterisations and Risks of Standardized Options”, available online at https://www.theocc.com/Company-Information/Documents-and-Archives/Options-Disclosure-Document
Option – means an instrument that entitles (but does not oblige) the holder to sell or buy respectively the specified underlying asset during a specified period of time at an agreed price with another party, but excludes an option over an exchange-traded derivatives contract.
Options Account – an account established by TBSPL for your benefit and the purpose of your Transactions in connection with Options Contracts.
Options Contract – means a contract to buy or sell an Option.
Option Exercise Time - shall have the meaning ascribed thereto in Clause 24.
Options Terms – shall have the meaning ascribed thereto in Clause 1.
Order - an order to buy or sell an Options Contract or to otherwise enter into a Transaction, given or purportedly given by you or your Authorised Person or any other Authorised Signatory to TBSPL by such means as TBSPL may allow.
Order Request – shall have the meaning ascribed thereto in Clause 13.
Password - any word, number, or combination thereof which is used to confirm your identity in entering your Access ID to access or use any of the provided systems or trading platforms.
PDPA - means the Personal Data Protection Act 2012 of Singapore.
Person - includes any individual, company, corporation, firm, partnership, joint venture, association, organisation, trust, state, or agency of a state (in each case, whether or not having separate legal personality).
Personal Data – any data about an individual who can be identified from that data such as the individual’s name, NRIC, passport or other identification number, telephone numbers, address, email address and any other information relating to the individual, which you have provided to TBSPL.
Purpose – shall have the meaning ascribed thereto in Clause 7.
Risk Disclosure Statement – means, in the context of options and other derivatives trading, the risk disclosure statement in the form as set forth in this Agreement.
Securities – means any shares, bonds, debentures, units in a collective investment scheme or fund, or equivalent.
Services - the products and services, including but not limited to the Electronic Trading Services and all services provided in conjunction with the Electronic Trading Services, which are offered by TBSPL to its customers.
SFA - Securities and Futures Act 2001 of Singapore.
SGD - the lawful currency of Singapore.
Taxes - any fee or charge levied by a government agency in Singapore or any other relevant jurisdiction.
TBSPL – Tiger Brokers (Singapore) Pte. Ltd.
Transactions - means any transaction effected by TBSPL with you or for your benefit including any transaction pursuant to or as a result of an Instruction and any transaction effected by TBSPL in relation to an Account.
Undersigned/(the) customer/you - means the person or persons named in the Account application for purposes of registration at the website as the applicant(s), and where the context so admits, includes any one of those persons and may include one or more individuals, a partnership, a sole proprietorship or a corporation, and includes an Authorised User or an Authorised Signatory.
USD – the lawful currency of United States.
US Person – a United States citizen or corporation, a fiscal resident of the United States or a person liable to tax in the United States on any grounds whatsoever.
Website – the URL address of TBSPL: www.tigerbrokers.com.sg
In this Agreement, and unless the context otherwise requires:
- headings and titles are inserted for convenience only and do not affect the interpretation of the contents;
- any reference to any agreement or document is to that agreement or document (and, if applicable, any of its provisions) as amended, novated, supplemented or replaced from time to time;
- any reference to any legislation or legislative provision includes any statutory modification or re-enactment of, or legislative provision substituted for, and any subordinate legislative provision;
- the singular includes the plural and vice versa;
- any reference to any gender shall include the other genders; and
- any reference to TBSPL, Executing Broker, Clearing Firm's or OCC’s “discretion” shall be construed to refer to such entity's “sole and absolute discretion”; any determination to be made by such entity or any exercise by such entity of any rights or entitlement may be made at its sole and absolute discretion and, in every case, shall be conclusive and binding on you.
1. Applicability of Customer Agreement for Options Trading Account
1.1 The terms and conditions in this Agreement, together with all disclosures, terms, conditions, rules, and regulations included on the Website, as the same may be amended, modified, supplemented, or replaced from time to time (collectively the “Options Terms”), shall apply to and govern each Options Account currently requested for, all Options Accounts opened and currently maintained, and all Options Accounts subsequently opened or established with TBSPL and/or its Intermediaries and in respect of all Transactions and Services.
1.2 The Options Terms shall govern your use of and access to the Website and the Electronic Trading Service and shall constitute the entire agreement between you and TBSPL and supersedes all prior or contemporaneous agreements between TBSPL and you.
1.3 If, in respect of a given Account, Transaction or Service, any additional or specific terms are stated to apply, such additional or specific terms shall apply (as supplemented by and read together with this Agreement) in respect of that Account, Transaction or Service, and shall form an integral part of this Agreement.
1.4 If there is any conflict or inconsistency between the Options Terms of this Agreement and any additional or specific terms in respect of the relevant Account, Transaction or Service, the latter shall prevail but only to the extent of such conflict or inconsistency.
1.5 No person has the authority to represent that these Options Terms will not be enforced in accordance with its terms or to make any representation inconsistent with the terms of the Risk Disclosure Statements concurrently delivered to you. TBSPL’s failure to insist on your strict adherence to the terms hereof shall not act as a waiver of its rights to so insist at any time thereafter, all such rights being cumulative and unconditional in nature.
1.6 By completing the Application Form, agreeing to open the Options Account, maintaining or operating an Options Account, issuing any Instructions, entering into any Transaction or accessing, acquiring or using any Service in relation to Options from, with or through TBSPL, you acknowledge to TBSPL that you have received, read and understood the Options Terms and all its contents and accept the risks and other matters disclosed in the Options Terms, and agree to, and undertake to be bound by, the Options Terms as applicable to the Account, Instructions, Transaction, and Service accessed, acquired or used. The customer’s acknowledgements, acceptance, agreements and undertakings in this Clause shall be conditions precedent to TBSPL’s performance of its obligations under this Agreement.
2. Amendment of Terms
2.1 You acknowledge and agree that the Options Terms may be amended, varied or supplemented by TBSPL from time to time by notice through the Website or by such other method of notification as TBSPL may designate (which may include notification by way of email or via Electronic Trading Service), such amendment to take effect on the date of such notice or on the date that TBSPL may specify without further consent from you.
3. Compliance with Applicable Laws
3.1 You acknowledge and agree that TBSPL may execute your Transactions via Executing Brokers and Clearing Firms and all such Transactions undertaken by you or on your behalf through TBSPL under the Options Terms will be subject to the trading rules and policies of the Executing Brokers, Clearing Firms and any exchange that the Options are traded on. In addition, any Order routed in any other jurisdiction, will also be subject to the Applicable Laws in the relevant jurisdiction. Without limiting the foregoing, Options Contracts issued by the OCC are subject to all rules and regulations of the OCC.
3.2 You acknowledge and agree that your relationship with TBSPL hereunder, the opening, maintaining and operation of all Accounts, the provision of all Services, the implementation and execution of all Orders, and the entry into and settlement of all Transactions, shall be subject at all times to Applicable Laws. Notwithstanding anything herein to the contrary, TBSPL may take or refrain from taking any action whatsoever and you shall do all things required by TBSPL (including giving your full co-operation with any market, exchange or clearing house) in order for TBSPL to secure, procure or ensure for TBSPL’s benefit all compliance with Applicable Laws and TBSPL shall have no liability whatsoever to you for doing so.
3.3 You shall ensure that all necessary authorisations, licences, approvals and consents of any governmental or other regulatory body or authority applicable to each Transaction are obtained and that the Options Terms thereof and of all Applicable Laws are complied with. TBSPL may require you to supply, and you shall supply such evidence of compliance with all Applicable Laws as TBSPL may require. Notwithstanding the foregoing, the absence or lack of any such authorisation, licence, approval or consent shall not be a bar to any action or proceedings for recovery of payment or delivery by TBSPL against you in respect of any Account, Service or Transaction.
3.4 You further acknowledge and agree that TBSPL shall not be required to inform or obtain prior consent from you to comply with any order or directive of any court or any applicable regulatory authority issued on or in respect of your Account. You also acknowledge and agree that TBSPL shall not be required to inform you after having complied with such order or directive, and TBSPL shall not be responsible for any loss whatsoever to your Account arising from TBSPL’s compliance with such order or directive.
3.5 TBSPL shall not be liable to you as a result of any action taken by TBSPL or its agent to comply with any Applicable Law. Any failure by TBSPL to comply with any Applicable Law shall not relieve you of any obligations under these Options Terms nor be construed to create any rights thereunder in favour of you against TBSPL.
4. Customer Assessments
4.1 You acknowledge that your application to open an Options Account or undertake a Transaction in Options Contracts may be subject to TBSPL having established that you have the requisite knowledge and/or competence under all Applicable Laws (including after carrying out the relevant Customer Account Review (“CAR”) requirements under the SFA, which TBSPL may repeat from time to time) (“Customer Assessments”). Where TBSPL has determined that such Customer Assessments are required of you under Applicable Laws: (i) if you are assessed or deemed by TBSPL not to possess the requisite knowledge and competence, TBSPL may refuse to permit you to open an Options Account and/or to enter into any such Transaction in Options Contracts, without TBSPL incurring any liability whatsoever to you for such refusal; and (ii) you may be assessed or deemed not to possess the requisite knowledge or competence in accordance with Applicable Laws or by reason of your failure or refusal to provide all relevant information and documents to TBSPL for such Customer Assessments or by reason of your refusal to carry out the Customer Assessments (including carrying out any updates to the Customer Assessments as may be required by TBSPL).
4.2 To the fullest extent permitted by law, TBSPL does not undertake any duty or obligation to ensure that any Transaction is suitable or recommended for you, and TBSPL shall not be regarded as making any recommendation or suitability representation to you by reason only that TBSPL permitted you to open an Options Account or to enter into any Transaction in Options Contracts.
4.3 In the case where you are considered an “Expert Investor”, “Accredited Investor” or “Institutional Investor” under Applicable Law and have declared the said investor status to TBSPL, TBSPL may assume that you to be better informed, and better able to access resources to protect your own interests, and therefore TBSPL may, at its sole discretion, permit you to open an Account or to enter into any Transaction without completing the Customer Assessments.
5. Use of Intermediaries
5.1 You acknowledge that TBSPL may, and you consent to and authorise TBSPL to appoint, engage or use from time to time directly or indirectly, any Person (including another broker, correspondent broker, executing broker, dealer, market-maker, exchange, clearing firm, clearing house, bank, custodian or other third party) (“Intermediary”), whether in Singapore or elsewhere, whether or not associated with, connected to or related to TBSPL, for the provision of any facilities and services to TBSPL.
5.2 The use of any Intermediary shall be upon such terms and conditions as TBSPL deems fit in its discretion. If TBSPL has exercised reasonable care in its selection of the Intermediary and contracted such Intermediary in good faith, you acknowledge, agree and accept that TBSPL shall not be liable or responsible to you for any and all Losses, claims, Liabilities, damages, costs of whatsoever nature or howsoever arising including profits or advantages which may be deprived or lost in connection with the use, engagement, or appointment of any Intermediary or any act or omission of such Intermediary (including any Intermediary default beyond TBSPL's control).
5.3 TBSPL shall not be responsible to you in any case for an Executing Broker’s or dealer’s inability to execute Orders (provided that TBSPL has contracted with them in good faith).
5.4 Without prejudice to the foregoing, TBSPL reserves the right to appoint any Executing Broker or Clearing Firm as it may determine at its discretion or to transfer any of your Options Accounts to the relevant Intermediary at its discretion. TBSPL will do so in order to ensure order execution and/or safety of your Assets. You acknowledge and agree that the Executing Broker or Clearing Firm shall be entitled to exercise any and all rights and remedies available to TBSPL, including but not limited to the right to cancel an outstanding Order, close out Transactions, or offset your Options Contracts positions or other property held in your Options Accounts to satisfy any outstanding Liability to the Executing Broker and/or the Clearing Firm. Such third party rights conferred on the Executing Broker and Clearing Firm do not establish any contractual relationships between you and the Executing Broker and/or the Clearing Firm.
5.5 The Clearing Firm, the Executing Broker, and the Intermediaries, unless specifically stated otherwise, act as agent of TBSPL in providing Services to you. TBSPL does not in any way act as agent of the Clearing Firm, the Executing Broker or any of the Intermediaries. Your contractual relationships and recourse are to TBSPL, not the Clearing Firm, the Executing Broker, or any of the Intermediaries unless specifically provided otherwise herein.
6. Customer Information
6.1 For the purposes of opening and maintenance of an Account, you agree to immediately and voluntarily provide TBSPL with any and all information and documents that TBSPL may from time to time request from you including such information and documents as TBSPL may require under Applicable Laws such as to satisfy and/or fulfil its legal and regulatory requirements under the SFA, in particular, those relating to the prevention of money laundering and countering the financing of terrorism, whether issued by the MAS or otherwise, or pursuant to the request or requirement of any court of competent jurisdiction, governmental, regulatory, tax or other agency, authority or body, exchange, clearing house, broker, dealer, market-maker, clearing firm, or relevant third party whether in or outside Singapore.
6.2 You represent and warrant that the information provided to TBSPL at any time, including but not limited to the application to open an Account, setting up of an account profile, completing of Customer Assessment document, giving Instructions, entering into a Transaction and any and all other information and documents requested by TBSPL, is true, complete, accurate, and not misleading in any respect.
6.3 You further understand that you have a duty to, and agree and undertake to, immediately update TBSPL on such information and documents if such information, documents, or financial circumstances provided by you to TBSPL changes. You further represent and warrant that such updated information and documents will be true, complete, accurate, and not misleading in any respect. If you fail to do so, TBSPL shall not be responsible for any resulting Loss, damage, claim, action, or cost to you.
7. Consent to Disclosure of Personal Data and Information
7.1 You may have provided and may, from time to time, provide to TBSPL personal data concerning you or your directors, officers, employees, Authorised Persons, Authorised Signatories, partners, shareholders or beneficial owners (collectively “Natural Persons”).
7.2 You acknowledge that failure to supply all of the data requested by TBSPL may result in TBSPL being unable to provide you with the Accounts and/or Services contemplated under the Options Terms or to enter into any Transactions.
7.3 When disclosing such Personal Data to TBSPL, you represent, warrant and undertake that:
7.3.1 for any Personal Data of individuals that you are or will be disclosing to TBSPL, you would have, prior to disclosing such personal data to TBSPL, obtained the appropriate consent from the Natural Persons whose personal data are being disclosed to: (i) permit you to disclose the Natural Persons' Personal Data to TBSPL for the Purposes (as defined under Clause 7.4); (ii) permit TBSPL (in Singapore or elsewhere) to collect, retain, use, disclose and/or process the Natural Persons' personal data for the Purposes; and/or (iii) notify TBSPL if you at any time receive notice from any such Natural Person that such Natural Person has withdrawn his consent to the collection, use or disclosure by TBSPL of Personal Data about him for any Purpose;
7.3.2 you shall give TBSPL notice in writing as soon as reasonably practicable should you become aware that any Natural Person mentioned above has withdrawn such consent as set out above under Clause 7.3.1. Without prejudice to TBSPL’s rights under any Applicable Laws and/or any other agreement between TBSPL and you, upon the receipt by TBSPL of the said notification or, in the event that TBSPL at any time receives notice from any such Natural Persons that such Natural Person has withdrawn his consent to the collection, use or disclosure by TBSPL of personal data about him for any Purpose, TBSPL shall have the right to discontinue or not provide any of the Accounts and/or Services contemplated under the Options Terms or to enter into any Transactions in relation to Options Contracts; and you shall otherwise assist TBSPL to comply with the PDPA.
7.4 You hereby agree, authorise, allow and consent to TBSPL and its directors, officers, employees, agents, representatives, contractors and/or third party service providers collecting, using, disclosing, and/or processing any and all of the personal data and/or Customer Data for any one or more of the following purposes (collectively, the “Purposes”):
7.4.1 to perform any obligations in the course of or in connection with TBSPL's provision of the goods and/or services requested by you;
7.4.2 for verification purposes including: (i) credit checking; and (ii) data verification, including comparing with any other personal data (howsoever collected);
7.4.3 to review and approve your application for the Account, products or services provided or to be provided to you, the conducting of initial and anticipatory credit checks and assessments, relevant checks and the reviewing of your on-going creditworthiness or any other person;
7.4.4 to carry out new or existing client verification procedures and ongoing account administration;
7.4.5 to respond to, handle, and process queries, requests, applications, complaints, and feedback from you;
7.4.6 to administer and/or manage your relationship and/or Account(s) with TBSPL;
7.4.7 to process payment or credit transactions;
7.4.8 to provide you with marketing, advertising and promotional information, materials and/or documents relating to the investment products and/or services that TBSPL or its business partners may be offering or managing, whether such products or services exist now or are created in the future via the following modes of communication: (i) postal mail and/or electronic transmission to email address; and (ii) telephone contact number by way of voice, text (SMS/MMS), fax, VOIP based smart phone application such as WhatsApp, Viber, etc;
7.4.9 to develop and improve any products and services offered or to be offered by TBSPL to meet your needs;
7.4.10 to comply with any Applicable Laws, regulations, codes of practice, guidelines, or rules, or to assist in law enforcement and investigations conducted by any governmental and/or regulatory authority, including all government agencies and authorities, tax authorities, regulators, exchanges, clearing houses, markets, or depositories;
7.4.11 for disclosures to those whom TBSPL is under a duty to make disclosure;
7.4.12 to make disclosures where such disclosure is considered by TBSPL to be in TBSPL’s interest;
7.4.13 any other purposes for which you have provided the information;
7.4.14 any other incidental business purposes related to or in connection with the above; and/or
7.4.15 to transmit to TBSPL’s affiliates or any unaffiliated third parties including TBSPL’s Intermediaries, third party service providers and agents, and relevant governmental and/or regulatory authorities, whether in Singapore or abroad, for one or more aforementioned purposes.
7.5 You further authorise TBSPL to make such enquiries and carry out such credit checks and assessment on you and to obtain from any third party any and all information regarding you or your relationship or account(s) with such third party as TBSPL may in its sole and absolute discretion deem fit and undertake to execute and deliver such documents as TBSPL may require for the purposes of such enquiries, credit checks and assessment and the obtaining of such information, including but not limited to a letter of authorisation in such form as TBSPL may require.
7.6 You further acknowledge and agree that any Options Account established pursuant to the Options Terms shall be subjected to anti-money laundering requirements established by applicable government agencies or self-regulating organisations. Accordingly, you shall promptly provide any documents or certifications requested by TBSPL which TBSPL believes are necessary or advisable to obtain for anti-money laundering compliance purposes.
7.7 To the extent that Applicable Laws allow, you have the right to access and/or correct your Personal Data. You acknowledge that some Personal Data may be exempt from such access and/or correction rights. Any such request for access to and/ or correction of your Personal Data should be in writing and addressed to TBSPL at its address for the time being in force. TBSPL may charge an administrative fee for the processing of any request to access Personal Data.
7.8 You consent to TBSPL transferring any Personal Data and/or Customer Data to any party to whom TBSPL is authorised to disclose the same to under the Options Terms notwithstanding that such party's principal place of business is outside of your country of domicile or incorporation, as the case may be, or that such data following disclosure shall be collected, held, processed, or used by such party in whole or part outside of your country of domicile or incorporation or the transfer is otherwise made to a person outside Singapore.
7.9 For the avoidance of doubt, in the event that Singapore personal data protection laws or Applicable Laws permit an organisation such as TBSPL to collect, use or disclose Personal Data without consent, such permission as may be granted shall continue to apply.
7.10 You agree that where its written consent or permission is required by law, regulation or otherwise for any such collection, use, disclosure and/or processing of personal data by TBSPL, the signing or electronic agreement or acceptance via application form(s), account opening document(s), consent form(s), and/or other methods of consent notification, as well as in any other manner permitted by law or regulation shall constitute and be deemed to be sufficient written consent or permission for such collection, use, disclosure, and/or processing of Personal Data.
7.11 TBSPL's rights under the above Clauses shall be in addition to and without prejudice to TBSPL’s other rights and powers available pursuant to any other statutory provision and in any law or regulation and nothing herein is to be construed as limiting any of these other rights and powers.
7.12 Where Personal Data is transferred to any of TBSPL's related companies, affiliates, agents, or third parties outside of Singapore, TBSPL will ensure that such entities provide a standard of protection to Personal Data so transferred that is comparable to the protection under the PDPA.
7.13 If you do not wish for TBSPL to collect, retain, use or disclose your Personal Data for any of the above Purposes, to the extent applicable under Singapore personal data protection laws and regulations, you may withdraw your consent at any time by written notice to TBSPL, however, depending on the circumstances and the nature/ extent of your withdrawal, the withdrawal of consent may result in TBSPL's inability to open or maintain any of the Accounts or to provide you with (or continue providing you with) any Service, enter into any Transaction or maintain any of your positions and hence, may result in the termination of your customer relationship and/or the Accounts with TBSPL or result in other consequences of a legal nature which may arise by virtue of your legal relationship with TBSPL.
8. Joint Account
8.1 If an Account is opened or maintained in the name of more than one person (referred to herein as a “joint account”), the expression “you” shall refer to each person jointly and severally (each such person referred to herein as the “joint account holder”), and the liability of each joint account holder under the Options Terms shall be joint and several. Each joint account holder will be able to view the joint account through the Electronic Trading Service and transact, give, authorise or issue Instructions in relation to such joint account, which TBSPL may choose to act upon. The Orders or agreement of any one joint account holder shall be deemed to be the Orders or agreement of all joint account holders.
8.2 TBSPL may at any time require all joint account holders to expressly give their consent to TBSPL in such manner as TBSPL deems appropriate before TBSPL chooses to act upon any Instruction in relation to any joint account.
8.3 You acknowledge and agree that TBSPL may suspend or terminate your access to (including your ability to view) any joint account of yours through the Electronic Trading Service.
8.4 You acknowledge and agree that TBSPL is entitled to decline to act upon any Instructions in respect of any joint account without incurring any responsibility for Loss, liability, or expense arising out of so declining to act.
8.5 TBSPL may debit the joint account at any time in respect of any sum howsoever due or owed to TBSPL by any of the joint account holders.
8.6 TBSPL may deliver Options Contracts, and/or other property upon the Instructions of any joint account holder to any one joint account holder, and such delivery shall constitute full and complete delivery by TBSPL and shall be deemed to be sufficient delivery to all joint account holders.
8.7 TBSPL may send Contract Notes, and Communications of any kind, to any one joint account holder, and such action shall be deemed to have been addressed and/or sent to all of the joint account holders. Where any joint account holder shall have received or is deemed to have received any such Contract Note or Communication, all joint account holders shall be deemed to have received the same.
8.8 No joint account holder shall be discharged, nor shall his liability be affected by, any discharge, release, time, indulgence, concession, waiver, or consent at any time given or effected in relation to any one or more of the other joint account holders.
8.9 The doctrine of survivorship shall apply to any Account opened by you comprising more than one person, as between and as amongst the joint account holders provided that any and all of your property shall be held to the order of the survivor(s) subject to the full discharge by the survivor(s) of any and all your obligations and liabilities (including the deceased person) to TBSPL under the Options Terms of this Agreement.
9. Notices and Communications
9.1 Reports, statements, Contract Notes, notices and any other communications given hereunder (collectively refer as “Communications”) may be transmitted to you by TBSPL (or by any Intermediary appointed on behalf of TBSPL) via the Website or the Electronic Trading Services, or by telephone, electronic mail, facsimile or post to any of your address, telephone number, fax number, or email address (each such detail a “Contact Detail”) provided by you to, and last known to, TBSPL. You hereby undertake to keep each Contact Detail updated at all times and to regularly check your email and telephone for Communications from TBSPL. All written communication shall be deemed received by you: (i) two (2) days after dispatch by post to your last mailing address known to TBSPL if the same is a Singapore address or five (5) days after dispatch by post to your last mailing address known to TBSPL if the same is not a Singapore address; (ii) immediately upon delivery, if delivered personally to you; and (iii) at the time of dispatch or transmission by TBSPL if sent by facsimile or electronic mail to any of your relevant facsimile or electronic mail addresses last known to TBSPL, whether or not actually received by you.
9.2 All Communications (other than Instructions relating to Orders) may be sent by you in writing and sent by hand or registered mail, or via email, telephone, or facsimile transmission to TBSPL, and all Communications sent to TBSPL will only be effective upon receipt by TBSPL of the same. You hereby waive all rights, if any, to bring an action against TBSPL for any of the Communications you receive from TBSPL.
9.3 By consenting to the electronic delivery of all information relating to your Account, you authorise TBSPL to deliver all Communications by the following means: (i) by email to the email address specified by you; (ii) by posting the Communication on the Website, other sites on the Internet where the Communication can be read and printed; (iii) by sending you an email that includes a hyperlink to the Website or an address on the Internet where the information is posted, and can be read and printed; and (iv) by sending you a notice that directs you to an address on the Internet or a place within the website where the Communication is posted and from which it can be read and printed. Such delivery will be an effective delivery to you for the purposes of any Applicable Law whether or not the Communications are accessed or reviewed. You agree that TBSPL fulfils its legal obligation to deliver you any Communications if sent via electronic delivery. You shall notify TBSPL if you are unable to receive electronically delivered documents. Should you experience any difficulty opening a document electronically delivered by TBSPL, you shall promptly notify TBSPL in order to allow TBSPL to make the required delivery by other means or otherwise amend delivery. Failure to advise TBSPL of such difficulty within forty-eight (48) hours after delivery shall serve as an affirmation that you were able to receive and open such document. In the event that an email notification sent to you is returned to TBSPL as undeliverable, TBSPL will contact you. TBSPL may elect to deliver Communications by other means which shall not affect your consent.
9.4 You may withdraw such consent at any time by providing electronic notice to TBSPL through Website or make a request by telephone. Upon receiving such request, TBSPL may provide your Account Statements by post, in which TBSPL reserve the right to levy an administration charge or TBSPL may, in its sole and absolute discretion, terminate your Account.
10. Update of your Information
10.1 You acknowledge that TBSPL is required to obtain and record your personal and financial information to facilitate the opening, ongoing operation and maintenance of your Account, including monitoring your Account for compliance with regulatory requirements. You hereby agree to ensure all information provided by you is at all times accurate and current. You also agree to provide, upon request, further information and verification of all information and immediately notify TBSPL in writing of any change to your information provided.
10.2 It shall be your duty and you hereby undertake (without the need to be prompted by or being so requested to do so by TBSPL) to TBSPL that you shall promptly notify TBSPL in writing of any change in, including but not limited to the Contact Details: (i) your particulars, circumstances, status, including any change in citizenship, residence, tax residency, address(es) on record, telephone and facsimile numbers and email addresses; (ii) where applicable, your constitution, shareholders, partners, directors or company secretary, or the nature of your business; (iii) if you are a corporation or other entity, your corporate or organisational structure; and (iv) any information and/or document relating to any Account or to this Agreement or the Application Form as supplied to TBSPL (including valid copies of identification documents such as passport particulars' page and Personal Data relating to any Natural Person). You undertake to provide any relevant supporting documents as TBSPL may request for verification of such information updated. If you fail to comply with this Clause, TBSPL shall be entitled to take such action or refuse to take any action as TBSPL may deem fit (including but not limited to suspending or closing the Account) and TBSPL shall not be responsible for any resulting Loss to you. Any change will be effective only upon TBSPL’s receipt of your notification and after TBSPL’s verification where it deems necessary.
11. Electronic Contract Notes and Account Statements
11.1 You consent to and acknowledge that TBSPL will provide you Contract Notes and Account Statements electronically in lieu of the hard copy of such documents. TBSPL will provide you with an encrypted, secure inbox at the account management system website for receipt of all Contract Notes and Account Statements, which can only be accessed by signing in with your Access ID at the Website.
11.2 You shall check and verify all Account Statements and Contract Notes supplied by TBSPL. Unless you object by (i) a verbal notice to the contrary within 14 days of the deemed delivery of such statement or confirmation; and (ii) followed by a written confirmation of such verbal notification from you to TBSPL within five (5) Business Days of such verbal notification, you will be deemed conclusively to have:
11.2.1 accepted and ratified all the matters contained in such Account Statements or, as the case may be, Contract Notes as true and accurate and binding on you, subject to TBSPL's right to rectify any error which TBSPL determined may have been made or reflected; and
11.2.2 waived all rights to bring an action against TBSPL in respect of any error or omission.
11.3 Notwithstanding any other provision in this Agreement or any other agreement or arrangement between you and TBSPL to the contrary, all objections shall be deemed received by TBSPL only if actually delivered or sent by registered mail, with return receipt requested. TBSPL may at any time rectify any error on any entry, Account Statement or Contract Note which has been proved to its satisfaction, and may demand immediate repayment from you of any monies erroneously paid over to you as a result of such error. You shall immediately notify TBSPL if an Account Statement or Contract Note is not received by you in the ordinary course of business.
12. Electronic Instructions and Communications
12.1 You agree to the following terms and conditions with respect to all your Instructions in connection with Options Contracts:
12.1.1 When you agreed to and accepted the Options Terms and any other agreement TBSPL may require from time to time, you have thereby authorised TBSPL to act as your broker to purchase, execute, invest in, sell or act in any dealing in connection with Options Contracts for your Options Account based on your Instructions.
12.1.2 Where the Electronic Trading Services are made available to you by or through TBSPL, any Orders placed through the Electronic Trading Services shall be subject to, and you agree to comply with, all terms and conditions as TBSPL and/or any other relevant third party service provider may from time to time prescribe for your access and use of such Electronic Trading Services. You acknowledge and agree that access to such Electronic Trading Services is provided on an “as is” and “as available” basis and TBSPL makes no representation or warranty of any kind, express or implied, with respect to the functionality, operation, content or otherwise of such Electronic Trading Services and does not represent or warrant that the Electronic Trading Services or any part thereof is free from defect, failure or interruption or that they are fit for your purposes or any particular purpose and, without prejudice to the foregoing, TBSPL shall not in any event be liable for any system error, faults or failure of the Electronic Trading Services whatsoever and howsoever caused other than by the gross negligence or wilful misconduct of TBSPL. You shall indemnify, hold harmless and fully indemnify TBSPL from and against any and all losses, damages, actions, expenses, costs, charges and liabilities (including legal costs on a full indemnity basis) suffered or incurred by TBSPL in connection with your access to and use of such Electronic Trading Services and your acts or omissions in connection therewith, other than where such losses are directly caused by TBSPL's own gross negligence or wilful misconduct.
12.1.3 Under no circumstances shall TBSPL, its Intermediaries or any other person with whom TBSPL or its Intermediaries has custodial and/or clearing relationship have any responsibility or liability to you in the event that, whether because of electronic or other mechanical failure, system failure or delay, force majeure, or any other reason, (i) you are unable to access the Electronic Trading Services or use the Website or trading platform, whether to place an Order, receive Options Account related information, or otherwise engage in any futures related activities, or (ii) any exchange or clearing house sustains any mechanical, electrical or other failure, delay, interruption, or congestion, whether or not such results in a failure to maintain an orderly market, failure or delay in the execution, clearance, or confirmation of Transactions for the Options Account or otherwise.
12.1.4 You will not transmit Orders for Transactions in connection with Options Contracts to TBSPL using electronic communications except through the Electronic Trading Services designated by TBSPL for the express purpose of placing Orders. You understand that TBSPL will not act upon Orders transmitted through electronic communications other than Orders you transmit through the Electronic Trading Services. TBSPL, in its discretion, may decline to execute any of your Orders for a variety of reasons, including, but not limited to the size of the Order, market conditions, violations of the Options Terms, violation of TBSPL’s stated policies, inadequate Account equity, insufficient Collateral, risk considerations, and other matters affecting trading generally.
12.1.5 All use (or purported use) of or access (or purported access) to the Electronic Trading Service by an Authorised Person shall be deemed to be your use or access. All references to your use (or purported use) of or access (or purported access) to the Electronic Trading Service in the Options Terms shall be deemed to include the Authorised Person's use or access, where applicable.
12.2 You acknowledge and agree that any use (or purported use) of or access (or purported access) to the Electronic Trading Service and any information or data referable to the Access ID or Password or those of the Authorised Person and any Instructions shall be deemed to be, as the case may be: (i) for Electronic Instructions, use of or access to the Electronic Trading Service by you or such Authorised Person; (ii) information or data validly transmitted or issued by you or such Authorised Person; or (iii) Instructions transmitted or validly issued by you or such Authorised Person, and TBSPL shall be entitled (but not obliged) to act upon, rely on, or hold you solely responsible and liable in respect thereof as if the same were carried out or transmitted by you or such Authorised Person.
You further acknowledge and agree that you shall be bound by and agree to fully indemnify TBSPL against any and all Losses, liabilities, claims, damages, and expenses (including legal fees) attributable to any use of or access to the Electronic Trading Service referable to the Access ID or Password or those of an Authorised Person. You agree to promptly provide TBSPL with any relevant information that would affect your Accounts.
12.3 An Access ID and Password may either be (i) determined and issued to you by TBSPL; or (ii) provided by you and accepted by TBSPL in its discretion. TBSPL may at any time in its discretion forthwith invalidate the Access ID and/ or Password without giving any reason or prior notice and shall not be liable or responsible for any Loss suffered by or caused by you or arising out of or in connection with or by reason of such invalidation.
12.4 You are to notify us immediately if you (i) become aware of any loss, theft, or unauthorised use of your Access ID and/or Password; (ii) have knowledge that or have reason for suspecting that the confidentiality of the Access ID and/or Password has been compromised; or (ii) receive a confirmation or Contract Note for an Order that you did not place; or (iv) fail to receive an accurate confirmation or Contract Note for an Order you did place.
12.5 You hereby agree to change your Password from time to time and you are responsible for the confidentiality and use of your Access ID, Password, Account number, and for all Securities and other Transactions initiated through these means. Any Orders communicated to TBSPL through these means will be considered to have been sent and authorised by you (whether such use is authorised or not).
WARNING: DO NOT SHARE YOUR ACCOUNT NUMBER, PASSWORD, OR ACCESS NUMBER WITH ANYONE WHOM YOU DO NOT WANT TO HAVE REGULAR ACCESS TO YOUR ACCOUNT!
12.6 You agree that TBSPL shall in no way be liable for any damages, expenses, Losses, or costs incurred by you as a result of any Instruction which was fraudulently sent from a compromised security device or Password. Further, you agree that TBSPL shall in no way be liable for any damages, expenses, Losses, or costs incurred by you as a result of inaccessibility of your Account due to the suspension or cancellation of a security device or Password.
13. Instructions/Orders
13.1 TBSPL will execute Orders for Transactions in connection with Options Contracts on your behalf, at your risk and upon your specific Instructions, provided that the Options Contracts are of a type and are traded on markets in which TBSPL in prepared at its discretion to transact.
13.2 You expressly acknowledge and agree that it is your responsibility to understand how an Order operates and the relevant rules and regulations of the exchanges in which the Orders may be routed to before you place any such Order with TBSPL and you are solely responsible for ensuring the accuracy and completeness of all Instructions.
13.3 TBSPL is not obliged to act on any of your Instructions or enter into any Transaction with you for any reason and without giving any reason therefore and TBSPL shall not be responsible for or liable to you whatsoever as a result of such refusal to act, including but not limited to if: (i) any Instructions are, in TBSPL’s opinion, incomplete, unclear, conflicting, ambiguous or inconsistent with any other Instructions; (ii) any Instructions might cause TBSPL to contravene any Applicable Laws (whether or not having legal and binding effect); (iii) TBSPL has any doubt on the authenticity, clarity or completeness of the Instruction; and (iv) the form or content of such Instruction is not in accordance with the requirements or policies or practices as prescribed by TBSPL from time to time.
13.4 TBSPL may, at its discretion, rely on oral and written Instructions which TBSPL reasonably believes to be given by you or any person(s) granted trading authorisation by you, and the Transactions executed as a result of those Instructions shall be fully binding on you. Notwithstanding the above, any incomplete, general, or ambiguous Instructions may be interpreted and processed in good faith by TBSPL’s representative in the most reasonable manner in accordance with industry standards. TBSPL shall in no way be liable for acting on such incomplete, general, or ambiguous Instructions, and you shall reimburse TBSPL for any damages, expenses, or Losses that may result from investigations or lawsuits that pertain to such an occurrence.
13.5 You agree and acknowledge that the Executing Broker(s) and Clearing Firm(s) are authorised to and may accept from and rely upon TBSPL for Orders for the purchase and sale in your Account of Options Contracts and other property in connection with Options Contracts and any other Instructions concerning your Options Account.
13.6 TBSPL will not accept Orders by phone, fax or email. All Orders MUST be entered via the trading platforms (which requires that orders are placed through the Electronic Trading Service). You agree that any placement of Orders through the trading platforms or via telephone (“Order Request”) are subject to the following terms: (i) if TBSPL, in its discretion, takes the Order Request, TBSPL may, but is not obliged to, enter such Order Request on your behalf into the Electronic Trading Services, in which case TBSPL will use reasonable endeavours to enter such Order Request into the Electronic Trading Services as soon as practicable. You acknowledge and agree that this may not be possible if the Electronic Trading Services are unavailable due to failure, breakdown, or outages of computer systems, telecommunications networks or systems or other network resources beyond TBSPL’s control or other similar events, actions, or omissions beyond TBSPL’s control.
13.7 TBSPL may in its sole and absolute discretion refuse to take any such Order Request and/ or refuse to enter such Order Request on your behalf into the Electronic Trading Services without providing any reason therefore.
13.8 Unless otherwise provided, all Order Requests are deemed “Orders” (as such term is used in the Options Terms) and accordingly shall be subject to the terms and conditions of the Options Terms, which terms shall apply in full force and effect to all Order Requests. You acknowledge that any Order Request will not be binding on TBSPL and that no Transaction in connection with Options Contracts is executed until and unless such Order Request has been entered and executed on the Electronic Trading Services pursuant to the terms and conditions of the Options Terms.
13.9 You are responsible for the monitoring of all of your Orders entered into TBSPL’s Electronic Trading Services until such Order is confirmed or cancellation is acknowledged by TBSPL.
13.10 Without prejudice to Clause 12.2, 12.5, 12.6, TBSPL is not obliged to (but may in its discretion choose to) verify and satisfy itself as to the identity of the person purporting to give Instructions, or the source and origin of such Instructions. If TBSPL exercises its rights to do so, it may refuse to rely or act upon any such Instruction unless and until TBSPL is satisfied as to the matters on which TBSPL sought verification.
13.11 TBSPL shall act on your Instructions as soon as reasonably possible, but in the absence of gross negligence or wilful misconduct on TBSPL's part, TBSPL shall not be responsible for or liable to you for any Losses, damage, claims, actions, costs, charges, or expense, or any adverse market change arising from and in connection with (a) your provision of Orders via fax or email which are NOT accepted nor acted on by TBSPL; (b) any Loss, failure, error or delay in the transmission or wrongful interception of any Order through any equipment or system, including the Electronic Trading Services; and (c) any delay in entering, or inability to enter, Orders based on or relating to an Order Request into the Electronic Trading Service (whether such delay or inability is caused by TBSPL or any of its representatives or agents).
13.12 Computer-based systems such as those used by TBSPL are inherently vulnerable to disruption, delay or failure. YOU MUST MAINTAIN ALTERNATIVE TRADING ARRANGEMENTS IN ADDITION TO YOUR TBSPL ACCOUNT FOR EXECUTION OF YOUR ORDERS IN THE EVENT THAT THE ELECTRONIC TRADING SYSTEM IS UNAVAILABLE.
13.13 You acknowledge that some electronic markets permit continuous trading and that access to those markets may not be provided by TBSPL or its Intermediaries. Under no circumstances shall TBSPL or its Intermediaries bear any liability to you for any losses that may result from the inability to access markets due to such restrictions. You shall bear sole responsibility for the cancellation of all unexecuted Day Orders that can be executed during market hours for which access is not provided by TBSPL or its Intermediary. If TBSPL or its Intermediaries believe that execution or attempted execution of any Order might contravene any Applicable Law or violate internal policies, TBSPL or its Intermediary in its sole discretion, may delay or refuse to execute any Transaction, at any time.
13.14 TBSPL is not obliged to accept, or to subsequently execute or cancel, all or any part of a Transaction or any Instruction that you seek to execute or cancel. Without limitation of the foregoing, we have no responsibility for transmissions that are inaccurate or not received by TBSPL, and TBSPL may execute any Transaction on the Options Terms actually received by TBSPL.
13.15 You further understand and agree that:
13.15.1 if you choose to change or cancel any Order entered before execution is completed (and notwithstanding that TBSPL did not inform you that your Order has been partially executed), you shall remain liable for all Transactions which were done for your Options Account until TBSPL accepts your withdrawal. TBSPL shall take no responsibility for the loss due to any delay in changing or cancelling of the Orders for any reason.; and
13.15.2 where any jurisdiction restricts foreign ownership of Financial Products or any of their underlying products, TBSPL shall have no duty to monitor and inform you of such restrictions and ascertain your nationality against such restrictions or whether the Financial Products or their underlying products which are the subject of any Transaction or proposed Transaction are approved for foreign ownership.
13.15.3 TBSPL shall not be obliged to enter into any Transaction if there are insufficient monies held in cleared funds or due to be received under any other transactions to the credit of your Options Account or held for your benefit to meet any Margin Requirements (including any Initial Margin requirements) needed to enter into the Options Contracts position, any premium or purchase price (or any other amount payable by you under such Transaction) together with any fees or estimated expenses to be incurred in connection with such Transaction.
13.15.4 Without prejudice to the foregoing, where you have placed several Orders or Instructions and there are insufficient monies to meet the resulting obligations, TBSPL may, in its discretion, decide which of the Orders or Instructions will be executed, irrespective of the order in which, or dates on which TBSPL received them. TBSPL shall be entitled to debit the relevant Options Account with the amount payable for any Transaction on or (at TBSPL's discretion) at any time before the settlement date.
13.16 TBSPL reserves the right to cause any of your Orders to be routed for execution to one or more exchanges if TBSPL's Executing Broker, in its discretion, determines that the same will result in the best execution of your Order.
13.17 TBSPL will typically act as your broker in entering into Transactions effected by TBSPL on your behalf and you will therefore be bound by such Transactions entered into or transmitted to the Executing Broker by TBSPL. Notwithstanding this, you agree that neither the relationship between you and TBSPL as described in the Options Terms nor any other Service that TBSPL provides to you shall give rise to any fiduciary or equitable duties on TBSPL's part. All Transactions are subject to rules and policies of relevant markets, clearing houses and the OCCs, and Applicable Laws and regulations.
TBSPL SHALL NOT BE LIABLE FOR ANY ACTION OR DECISION OF ANY EXECUTION BROKER, EXCHANGE, MARKET, DEALER, CLEARING FIRM OR REGULATOR, OR THE OCC.
13.18 You are fully aware of, acknowledge and understand the risks associated with communicating Instructions by telephone or any other form of electronic communication including the risk of misuse and unauthorised use of Access ID and/or password by a third party. You accept full responsibility for monitoring your Instructions and safeguard the secrecy of your Access ID and password and agree that you shall be fully liable and responsible for any and all unauthorised use and misuse of your Access ID and/or password, and also for any and all acts done by any person through using your Access ID and/or password in any manner whatsoever.
14. Prior Consent for TBSPL acting as Principal
14.1 You understand, acknowledge, and agree that TBSPL, its affiliates, or other Persons connected with any of them may be (i) assuming the role of the counterparty and dealing as principal for its own account; or (ii) acting as agent or trustee or intermediary for the counterparty in relation to the products, investments, or transactions which you transact in through or with the assistance or involvement of TBSPL.
14.2 You hereby irrevocably and unconditionally consent to TBSPL’s acting in such capacities or position of conflict and hereby authorise TBSPL to continue to enter into such transactions for you without prior notice before executing your Instructions and despite TBSPL acting in such capacities or position of conflict. You confirm that notwithstanding any such conflict of interest and any remuneration, profits, fees, commissions, rebates, discounts, or other benefits or advantages (whether financial or otherwise) which TBSPL may make or receive in respect thereof, you will have no claim against TBSPL for, and TBSPL shall be entitled to retain and shall have no obligation to disclose to you or any other Person (and you or any other Person shall not be entitled to ask for disclosure of) the fact or amount of any monetary gain or whatsoever. You also agree that TBSPL will not be responsible for any Losses including loss of profit, or damage which may result from any such conflict.
15. Use and Access of Materials/ Electronic Trading Services
15.1 You agree to comply with any and all the guidelines, notices, operating rules and policies and instructions pertaining to the use and/or access of the materials and Electronic Trading Services, as well as any amendments to the aforementioned, issued by TBSPL, from time to time.
15.2 Where TBSPL grants you access to the materials and Electronic Trading Services, TBSPL shall grant you a personal, limited, non-exclusive, revocable, non-transferable and non-sublicensable licence to use the materials and Electronic Trading Service pursuant to and in strict accordance with the Options Terms. We may provide certain portions of our Electronic Trading Service under licence from third parties, and TBSPL reserves the right to revise the guidelines, notices, operating rules and policies and instructions at any time and you are deemed to be aware of and bound by any changes to the foregoing upon their publication on the materials and Electronic Trading Service. If you do not accept the amendments, you must stop using/ accessing the materials and Electronic Trading Services.
15.3 TBSPL provides the materials and Electronic Trading Services to you only for your personal use and purposes, and subject to the Options Terms. You may not sell, lease, disseminate, reproduce, or provide, directly or indirectly, any or any portion of the materials and Electronic Trading Services to any third party except as permitted by this Agreement. You acknowledge that all proprietary rights in the materials and Electronic Trading Services are owned by TBSPL or by any applicable third party licensors or service providers engaged by TBSPL to provide such Services, and are protected under copyright, trademark and other intellectual property laws and other Applicable Laws.
15.4 You agree and undertake NOT to and shall procure that you and/or any Authorised Person does not: (i) use any equipment, device, software, or material which you and/or Authorised Person know or have reason to suspect contains any viruses, worms, malicious code or damaging component which may corrupt the Electronic Trading Service’s data or interfere with the operation of the Electronic Trading Service; (ii) transmit any materials or information through the Electronic Trading Service which are or may be offensive, indecent, harassing, defamatory, threatening or unlawful under Applicable Laws or which you and/or Authorised Person knows or have reason to suspect contains any viruses, worms, malicious code or damaging components which may detrimentally interfere with the Electronic Trading Service or the operation of the Electronic Trading Service; (iii) use any of the electronic communication feature to solicit TBSPL’s other customers or others; and/or (iv) use the Electronic Trading Service other than in conformance with the acceptable use policies of any connected computer networks and any applicable Internet standards.
15.5 TBSPL and its third party licensors or service providers (as the case may be) shall retain the intellectual property rights in all elements of the software and such software and databases within the Electronic Trading Services and you shall not in any circumstances, obtain title or interest in such elements other than as set out in this Agreement.
16. Market Data
16.1 In relation to any market data or other information that TBSPL or any of TBSPL’s third party service provider (collectively referred as the “market data providers”) may provide to you in connection with your use of any Electronic Trading Services, you hereby acknowledge and agree that:
16.1.1 all market data is protected by copyright laws. You understand and acknowledge that the market data providers have a proprietary interest in the market data that originates on or derives from it or its markets. TBSPL provides market data for your personal non-commercial use; you will not sell, market, retransmit, publish or redistribute it in any way, unless you have entered into appropriate written agreements with the relevant market data providers;
16.1.2 TBSPL and its market data providers shall not be liable for the accuracy, completeness, timeliness or correct sequencing of the market data;
16.1.3 TBSPL and its market data providers shall not be liable for any interruptions in the availability of market data or your access to market data;
16.1.4 the market data is provided “as is” and on an “as available” basis. There is no warranty of any kind, express or implied, regarding the market data;
16.1.5 the market data does not constitute financial advice and TBSPL is therefore not acting as a financial or investment adviser when it provides you with market data;
16.1.6 TBSPL and its market data providers are not responsible or liable for any actions that you take or do not take based on such data or information;
16.1.7 TBSPL is not responsible for, and you agree not to hold liable TBSPL or its market data providers for, lost profits, trading losses, or other damages resulting from inaccurate, defective, or unavailable market data;
16.1.8 in any case, TBSPL’s liability arising from any legal claim (whether in contract, tort or otherwise) relating to the market data will not exceed the amount you have paid for the use of the Services or market data;
16.1.9 you will use such data or information solely for the purposes set out in this Agreement and in compliance with the Applicable Laws;
16.1.10 you will pay such market data fees and any applicable Taxes (if applicable) associated with your use of Electronic Trading Services or use of market data as TBSPL may reasonable charge from time to time;
16.1.11 you will notify us if you are not or are no longer a non-professional user for market data purposes;
16.1.12 TBSPL may require you to comply with certain conditions in relation to your use of the market data;
16.1.13 TBSPL may require you to provide us with information in relation to you or your use or intended use of market data;
16.1.14 TBSPL may, at its discretion, remove your access to market data at any time; and
16.1.15 TBSPL may correct any execution reported to you that was based on inaccurate market data provided to TBSPL by an exchange or market centre.
16.2 There is no warranty of merchantability, no warranty of fitness for a particular purpose and no warranty of noninfringement, and there is no other warranty of any kind, express or implied, regarding the market data.
17. Risks relating to the use of the Internet
17.1 TBSPL does not warrant the security of any information transmitted by you or to you through the Electronic Trading Services and you accept the risk that any information transmitted or received through the Electronic Trading Services may be accessed by unauthorised third parties. Transactions over the Internet may be subject to interruption, transmission blackout, delayed transmission due to Internet traffic, or incorrect data transmission due to the public nature of the Internet.
18. Recordings
18.1 TBSPL may, in its discretion, record by any means and at any time any telephone calls between you and TBSPL, email instructions from you and other Communications via the Electronic Trading Services, online chat sessions between you and TBSPL or through any other medium. You agree that all such recordings and all statements and Contract Notes and other records of TBSPL and its Intermediaries relating to any Account, Service, Order or Transaction shall be binding and conclusive for all purposes whatsoever and shall be conclusive evidence of the Instructions, Communications, Orders, Order Requests, information, data and/or content of the calls, chat sessions, or emails transmitted by you and/or any Authorised Person through any medium and are admissible in evidence in any proceedings and you will not challenge or dispute the admissibility, reliability, accuracy, or authenticity of the contents of such records merely on the basis that such records were incorporated and/or set out in electronic form or are produced by or were the output of a computer system, and you hereby waive any right (if any) to so object.
19. Trading Limits and Restrictions
19.1 TBSPL may in its sole and absolute discretion without giving any reason or without notice to you, at any time and from time to time impose, remove or amend any trading or Transaction restrictions or any limits, including position limits, Transaction limits and limits on contract size in respect of any Options Account upon you. No previous limit or restriction shall set a precedent or bind TBSPL. You undertake to comply with and shall not breach or exceed such restrictions and limits as imposed on you by TBSPL and any other trading restrictions or positions limits under Applicable Laws, including those imposed by any exchange or market or clearing house or the OCC, whether you are acting alone or in concert with others. If you exceed any trading restriction or position limit, TBSPL is authorised to disclose your identity and your positions, and/or liquidate any of your positions.
20. Client Money and Assets
20.1 Your funds in relation to Options Contracts received by TBSPL from you or from any other Person, including but not limited to, any clearing house, on your behalf, shall be held by TBSPL as trustee or custodian, segregated from its assets and paid into a segregated bank account (“Client’s Accounts”), which may be commingled with other client’s funds and shall not form part of TBSPL’s assets for the purposes of insolvency or winding-up.
20.2 You agree and acknowledge that:
20.2.1 your money will be held on behalf of TBSPL by a bank licensed under the Banking Act 1970 of Singapore, a merchant bank approved by MAS as a financial institution, a finance company licensed under the Finance Companies Act 1967 of Singapore, or a custodian outside Singapore which is licensed, registered or authorised to conduct banking business in the country or territory where the account is maintained;
20.2.2 TBSPL may withdraw your money from the trust account and deposit it with an approved clearing house, recognised clearing house, a member of a clearing facility or a member of an organised market (a) for the purpose of entering into, facilitating the continued holding of a position in, or facilitating a transaction in, any capital markets products on your behalf on the organised market, (b) for the purpose of the clearing or settlement of any capital markets products on the clearing facility for and on behalf of you; or (c) for any other purpose specified under the business rules and practices of the approved clearing house, recognised clearing house, organised market or clearing facility, as the case may be. If the approved clearing house, recognised clearing house, member of the facility or member of the organised market becomes insolvent, there is a risk that some or all of your moneys may not be recovered;
20.2.3 your money will be deposited in a trust account together with, and commingled with, the moneys of TBSPL’s other customers. As such, although TBSPL will maintain records, your moneys will not be separately identifiable from those of TBSPL’s other customers. In the event of a shortfall, there is a risk that the shortfall will be shared amongst TBSPL’s customers pro rata to the amounts they have in the account. TBSPL will not be responsible or liable to you for any such loss; and
20.3 You hereby agree, consent to and authorise TBSPL to deposit monies received from or on account of you with Execution Brokers and/or Clearing Firms of exchanges which you transact in, for purposes of facilitating the continued holding of your positions or facilitating or settling a Transaction, or for any other purposes specified in the business rules and practices of the exchange.
20.4 You hereby authorise TBSPL to (in addition to all rights TBSPL has under any Applicable Laws) withdraw and utilise from such segregated bank account: (i) monies as may be required to meet TBSPL’s obligations to any clearing house, clearing organisation, the OCC or any Executing Broker arising in connection with any Transactions entered into by you pursuant to the Options Terms; (ii) monies that may be required to meet your obligations, whether to TBSPL or otherwise, in respect of commission, brokerage, levies, interest and other charges directly relating to any Transactions entered by you or entered by TBSPL acting on your Instructions pursuant to the Options Terms; (iii) monies which are transferred to another of your segregated bank account or any of your Accounts for the purposes of the Options Terms; (iv) monies paid to you in accordance with your Instructions, but in such case, notwithstanding such directions, no monies may be paid into any of your other Accounts unless such Account is a segregated bank account for the purposes of the Options Terms; (v) monies representing interest earned in respect of such Account; and, (vi) monies that may be required to meet TBSPL’s obligations to any party insofar as such obligations arise in connection with or are incidental to any Transactions entered into by TBSPL on your behalf pursuant to the Options Terms.
20.5 You authorise and consent to TBSPL depositing or maintaining your moneys and/or any other property received on account of you which are denominated in a foreign currency (currency other than SGD) in a trust or custody account with a custodian outside Singapore which is licensed, registered, or authorised to conduct banking business or act as a custodian, as the case may be, in that jurisdiction.
20.6 You further acknowledge and agree that the laws and practices relating to trust accounts in the jurisdiction under which the custodian is licensed, registered or authorised may be different from the laws and practices in Singapore relating to trust accounts, and such differences may affect your ability to recover the funds deposited in the trust account and applicable foreign laws may not provide you with the same degree of investor protection as Singapore law. You understand and accept that such consent and agreement to such arrangements entails a waiver on your part of any protection you may receive under Singapore's asset protection laws. Owing to the nature of the execution and clearing arrangements which TBSPL has entered into for your benefit, you acknowledge and agree to such waiver and for your funds to be handled in this manner.
20.7 You acknowledge and agree that you shall not be entitled to receive any interest in respect of any monies, approved debt securities or other property in any of such Accounts held by TBSPL for and on behalf of you for any reason whatsoever pursuant to this Clause 20. You hereby agree to waive and relinquish in favour of TBSPL any and all entitlement to interest accruing to any of your monies and/or other property in such Accounts.
20.8 TBSPL may in return for the interest waived and relinquished by you and at TBSPL’s sole and absolute discretion pay to you interest thereon of such amount or at such rate as TBSPL may deem appropriate net of its administration fee for crediting such interest into your Account.
21. Investment of your Funds
21.1 You agree to and authorise TBSPL and/or the Clearing Firm to hold your funds (which includes cash Collateral) in accordance with and in any of the forms of investments permitted under Applicable Laws in Singapore (including without limitation those permitted under regulation 20 of the Securities and Futures (Licensing and Conduct of Business) Regulations) and other jurisdictions as applicable. TBSPL shall not be liable for any loss in principal or lack of enhancement in the value of the principal occasioned by and/or from any specific investments effected and you acknowledge and accept the risk of any and all Losses or shortfalls that may result from any such investments effected.
21.2 You hereby agree to waive and relinquish in favour of TBSPL and the Clearing Firm any and all entitlements to interest accruing to the foregoing investments. TBSPL may however from time to time pay to you such portion of any actual interest it may receive with respect to such investments as TBSPL deems appropriate in its discretion.
22. Margins
22.1 You agree that you are responsible for all your Transactions in your Options Account and prior to effecting each Transactions in connection with Options Contracts, you must have sufficient funds in your Options Account to meet the Initial Margin and Maintenance Margin Requirement for that Transaction.
22.2 TBSPL may, at any time, from time to time and in its sole and absolute discretion require you to provide to TBSPL such cash or other property in such form and of such amount, currency denomination, specifications or value as TBSPL may determine in its discretion for the due performance of your obligations under your Transactions and Accounts, for entry into or maintaining any and all outstanding Transactions or Accounts, and/or for the due performance of your other obligations to TBSPL whether hereunder or otherwise.
22.3 TBSPL shall have the right to set and revise Margin Requirements and to limit, without prior notice to you, the number of Options Contracts which you may maintain or acquire through TBSPL. No previous margin requirements shall establish any precedent and Margin Requirements once established may at the discretion of TBSPL apply to existing positions as well as new positions in the Transactions and Options Contracts affected by such change,
22.4 You agree and undertake to at all times provide and maintain Collateral and margin for all Options Accounts on the conditions and by the date and time stipulated by TBSPL in its discretion at any time from time to time or as may be required by: (i) the Executing Broker, Clearing Firm, the OCC, applicable exchange rules, SFA regulations and other Applicable Laws; (ii) TBSPL’s internal credit terms and policies and general policies regarding Margin Maintenance Requirements in effect from time to time; and as required by TBSPL at its sole and absolute discretion, and you undertake to do so by the date and the time stipulated by TBSPL.
22.5 TBSPL may at any time apply and/or transfer margin received from you to another entity, including an exchange or a clearing house to satisfy any delivery or payment obligations in connection with Options Contracts entered into for you in connection with the Options Terms or to procure the same.
22.6 TBSPL shall not be liable to you for the loss of any margin deposits which is the direct or indirect result of the failure to perform, bankruptcy, insolvency, liquidation, receivership, or custodianship or assignment for the benefit of creditors of any exchange, clearing house, bank, executing broker, clearing organisation, or similar entity with whom such margins have been onward deposited. Under no circumstance shall TBSPL be liable to you for punitive, exemplary, special, incidental, indirect, or consequential damages.
22.7 All cash margin that you provide to TBSPL are considered your funds which are subject to the terms and conditions herein relating to your funds.
22.8 You hereby expressly authorise TBSPL at any and all times to take action to transfer and/or sell any of your Assets, or take any other action to reduce your Debit Balance or to ensure that your Margin Requirements are met and satisfied or to otherwise protect TBSPL’s interest.
22.9 You shall promptly execute and do (as applicable) all such documents, instruments, assurances, acts and things as necessary or as required by TBSPL for creating, perfecting, and/or protecting the rights of TBSPL to any Collateral, including delivering to TBSPL all security and other documents, in such form or forms acceptable to TBSPL duly executed by you or for you in favour of TBSPL and where necessary, having the same duly filed, stamped and registered in accordance with all Applicable Laws.
22.10 You agree that TBSPL may, but is not obligated to, without prior notice to you, apply and use any and all cash or other property for the time being deposited with, received by, held by or under the control of TBSPL, as Collateral for the purposes of any Transaction or Account (including to secure any and all of your obligations to TBSPL under any Transaction or Account) and for the purposes of meeting any Margin Requirements as may be imposed on you from time to time.
22.11 You hereby acknowledge and agree that you shall maintain separate Collateral as margin in respect of each Account or Transaction as TBSPL may require, that the Collateral maintained as margin in respect of each Account or Transaction shall be treated as separate for the purposes of this Options Terms, and upon your specific Instructions TBSPL may transfer all or part of such Collateral held by TBSPL for you in respect of any Account or Transaction to any other Account or Transaction, or to utilise such Collateral for any purposes as required by you.
23. Margin Facilities
23.1 Where the entry into any Transactions or performance of your obligations under the Transactions involves utilisation of a Margin Facility, the Margin Agreement shall apply to the use of such Margin Facility.
23.2 Unless otherwise agreed by TBSPL Margin Facilities cannot be used to pay for initial purchase prices (including without limitation any fees, expenses and/or premiums) of Options Contracts.
23.3 You acknowledge and agree that use of a Margin Facility may be subject to margin maintenance requirements under the Margin Agreement. For avoidance of doubt, such margin maintenance requirements shall be in addition to, and not in substitution of, any Margin Maintenance Requirements imposed under these Options Terms.
24. Exercise of Options
24.1 You acknowledge and agree that TBSPL shall not be obliged to notify or remind you of the exercise date of your open Options Contracts, or to take any action to exercise an Options Contract prior to its expiration or prevent any automatic exercise, except upon your Instructions. You further understand that TBSPL is not obliged to seek your Instructions in this regard nor remind you to give TBSPL the appropriate Instructions and that TBSPL may have established exercise cut-off times, which may be different from the times established by the contract markets in clearing houses. You agree that you will give TBSPL Instructions to liquidate, exercise, or allow the expiration of the options in the case of long positions in the options by 3:00 p.m. SGT two (2) days before the last Business Day prior to expiration date or such other time as TBSPL may specify in its sole discretion (the “Option Exercise Time”). In the event that timely exercise and assignment Instructions are not made or given (as applicable) by the Option Exercise Time, you hereby agree to waive any and all claims for damage or loss you might have against TBSPL or its Intermediary arising out of the fact that an Option was or was not exercised.
24.2 Although a Clearing Firm, exchange or clearing house may automatically exercise an Options Contract that is “in-the-money”, none of TBSPL, any Executing Broker or the Clearing Firm will be held liable for failure to do so. You acknowledge and agree to take full responsibility and shall not have any claims whatsoever against TBSPL as a result of or in connection with taking action either to exercise or to prevent exercise of an option contract, as the case may be.
24.3 TBSPL reserves the right to refuse to exercise any option contract that would cause undue risk to TBSPL, the Executing Broker, or the Clearing Firm (as determined by TBSPL in its sole discretion).
24.4 In the event you do not have ample equity, before the expiration of an equity Options Contract, to meet the Initial Margin requirements prescribed for the purchase or sale of the underlying security, the Executing Broker may in its discretion liquidate the underlying position which results from the exercise of the Options Contract and none of TBSPL, Executing Broker, and the Clearing Firm is under any obligation to purchase or sell the underlying security on your behalf.
24.5 You understand that the OCC assigns exercises to clearing firms such as the Clearing Firm and you acknowledge that, upon assignment, you shall be required: (i) in the case of an equity option, to deliver or accept the required number of shares of the underlying security, or (ii) in the case of an equity index option, to pay or receive the settlement price, in cash. You understand that you may not receive notice of an assignment from TBSPL or its Clearing Firm until one or more days following the date of the initial assignment by OCC to the Clearing Firm and that the lack of such notice creates a special risk for uncovered writers of physical delivery call stock options.
24.6 You acknowledge and agree that when exercising an Option, you must ensure that there are sufficient funds or assets in your Account to meet your delivery or settlement obligations under the Option. TBSPL may, in its sole discretion, refuse to exercise an Option, close out your positions, or take any other actions if you have insufficient funds in your Account.
24.7 In the event that an exercise of one or more of your put Options Contracts results in your entering into a short sale of the underlying security (i.e. where you have insufficient securities in your Account to fulfil the delivery obligations under the Options Contracts), you are responsible for the order at the time the order is placed; you acknowledge that short sales may only be executed in a Margin Account subject to Initial Margin and Margin Maintenance Requirements and the provisions of the Margin Agreement. Prior to the execution of a short sale, TBSPL's Clearing Firm must be able to borrow the specified security on your behalf in order to deliver the security to the purchaser; if the security has been borrowed on your behalf and the lending firm subsequently issues a recall notice to the Clearing Firm, then TBSPL's Clearing Firm will attempt to re-borrow the security on your behalf. However, if in the event the security cannot be re-borrowed you acknowledge that TBSPL may, at its sole discretion and without notice to you, cover your short position by purchasing stock in the open market at the current market price. You shall then be held liable for all related costs incurred by TBSPL. The market value of short stock is treated as a debit item in your Margin Account.
25. Liquidation of Positions
25.1 If your Options Account is under-margined or if TBSPL or its Intermediary, in its discretion, determines that it has reasonable doubts with respect to your willingness or ability to fulfil your obligations hereunder (which includes but is not limited to the delivery or exercise of Options Contracts, inability to meet Margin Requirements, breach or potential breach of any limits, your perceived death, disability, insolvency, or TBSPL’s inability to communicate at any time with you), TBSPL may in its discretion and without prior notice to you offset any of your open Options Contracts positions so as to eliminate such margin deficiency or the aforementioned doubts, and you shall remain liable to TBSPL for any loss or Debit Balance that results therefrom, without regard to (i) whether TBSPL has adhered to margin or other rules of any contract market, or (ii) any other term of the Options Terms. This right to offset includes the right, if deemed appropriate in the exercise of TBSPL’s discretion, to buy and/or sell any Options Contracts or other property, including but not limited to the use of spreads, straddles, and/or off-exchange Transactions, such as an exchange for physical or other cash Transaction, including TBSPL’s account, in order to effectuate such liquidation. You agree that a prior demand or call or prior notice of the time and place of such sale or purchase shall not be considered a waiver of TBSPL's right to sell or buy without demand or notices herein provided.
25.2 TBSPL may issue a Margin Call to you by email or any other method, and in such cases you must satisfy such Margin Call immediately. For the purposes of the Options Terms, one hour or less shall be deemed to be a reasonable amount of time. Notwithstanding any such Margin Call, you acknowledge that TBSPL, in its discretion may liquidate your positions any time. You understand and accept that any Margin Call given by TBSPL shall not be considered a waiver of TBSPL’s rights under Clause 25.1 and you shall remain liable for and shall pay to TBSPL immediately any amount owed to TBSPL in any of your Options Accounts resulting from any Transactions.
25.3 You further acknowledge and agree that if Margin Maintenance Requirements are increased, by TBSPL or its Executing Broker/Clearing Firm, the OCC or otherwise, and there is insufficient Collateral in your Options Account(s) to meet such increased Margin Maintenance Requirements, TBSPL or its Executing Broker/Clearing Firm, or the OCC may liquidate your position in any of your Account(s) without notice, and will not have any liability to you for any Losses or damages sustained by you in connection with such liquidations, or if the System experiences a delay in effecting, or does not effect, such liquidations, even if you subsequently re-establish your position at a less favourable price.
26. Representations and Warranties
26.1 You hereby represent and warrant to and covenant and agree with TBSPL that:
26.1.1 you have full capacity, power and authority (and if an individual, is of full legal age as defined by the Civil Law Act 1909 of Singapore) to enter into, accept and agree to the Options Terms, to open, maintain and/or continue to maintain all Account(s) from time to time opened, maintained and/or continued to be maintained with TBSPL, to give TBSPL Instructions thereon, to enter into Transactions, and to acquire or use any Service;
26.1.2 you have all authorisations, consents, licenses or approvals (whether under Applicable Laws or otherwise) required to enter into the Options Terms, to open, maintain and/or continue to maintain all Account(s) from time to time opened, maintained and/or continued to be maintained with TBSPL, to give TBSPL Instructions thereon, to enter into Transactions, and to acquire or use any Service;
26.1.3 if you are a corporation, partnership, trust or other entity, you represent your constitutional or governing instruments permit the Options Terms, that all applicable Persons have authorised the Options Terms and that the Authorised Signatory is authorised to bind you. You further represent that you shall comply with all Applicable Laws in connection with any Options Accounts. You further agree that you are acting as the principal but not trustee or agent in entering into the Options Terms and any Transactions, unless you expressly request that an omnibus account to be opened.
26.1.4 if you reside outside Singapore or give any Instruction to TBSPL from outside Singapore, all Instructions given by you are in compliance with any and all Applicable Laws of the relevant jurisdiction from which your Instructions are given. You further agree to indemnify TBSPL from any claims, demands, litigations, costs and expenses incurred or suffered by TBSPL in connection with or arising from your residing or giving of any such Instruction from outside Singapore;
26.1.5 you are not bankrupt or financially insolvent and no order, declaration or steps are being or have been taken to appoint a trustee in bankruptcy, receiver, receiver and manager, judicial manager, liquidator, administrator or other similar person over you or your assets or property;
26.1.6 you are financially sophisticated and have sufficient experience in effecting Transactions in Options Contracts and any other Financial Products in connection with Options Contracts that you wish to trade with TBSPL;
26.1.7 you will notify TBSPL in writing to liquidate all open Options Contracts positions in, and close, your Options Accounts if losses therein approach the extent to which your lifestyle or any dependent may become adversely affected;
26.1.8 you shall ensure that you shall at all times be in a position to meet your commitments and obligations in respect of any Transaction;
26.1.9 no one other than you has an interest in your Options Accounts;
26.1.10 except for any security or encumbrance created hereunder, no Person has or will have any security or other encumbrance over any Options Account and/or over any cash or property in any Options Account;
26.1.11 any Orders placed or any other dealings in the Options Account(s) is solely and exclusively based on your own judgment and after your own independent appraisal and investigation into the risks associated with such Orders or dealings;
26.1.12 TBSPL shall not be under any duty or obligation to you to inquire into the purpose or propriety of any Order and shall be under no obligation to see to the application of any of your delivered funds in respect of any Options Account;
26.1.13 unless otherwise disclosed to TBSPL in writing: (i) you are NOT and/or NOT BECOMING a director, 5% beneficial shareholder, policy-making officer or otherwise a connected person of a publicly-traded company or a “politically exposed person”, (ii) you are NOT and/or NOT BECOMING affiliated with or employed by an exchange or any corporation of which any exchange owns a majority of the capital stock, or a member of any exchange or of a bank, trust company, insurance company, or of any corporation or firm, and if you are so employed that a written consent of your employer is attached herewith; or (iii) you are NOT and/or NOT BECOMING an individual engaged in the business of dealing either as a broker or as principal in Financial Products traded under the Account(s) and you will notify TBSPL promptly if there is any change to this representation;
26.1.14 no confiscation order, charging order, restraint order, production order or search warrant under the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 of Singapore has been issued or is pending against you. You shall notify TBSPL promptly if any such order or search warrant is issued or pending;
26.1.15 your name does not and has not at any time appeared on the list of “Specially Designated Nationals and Blocked Persons” maintained by the United States Office of Foreign Assets Control or on any lists or resolutions issued by the United Nations (whether through the Security Council or otherwise) pursuant to which dealings with persons specified therein are prohibited, restricted or discouraged;
26.1.16 any funds and/or assets placed now with or subsequently provided by you from time to time to TBSPL will at all times comply with all Applicable Laws, including all tax laws and regulations;
26.1.17 the declarations made and information provided by you now and from time to time to TBSPL are true, accurate, complete and not misleading in any respect and you have not withheld any information that would cause TBSPL to refuse to open or maintain any Options Account, to effect any Transaction or to provide any Service to you. TBSPL is entitled to rely fully on such information and representations unless and until TBSPL receives notice of any such change from you;
26.1.18 you have received, read, understood, acknowledged and accepted the terms and conditions of this Agreement, and relevant risk disclosure statements made available to you during Account opening progress and/or at the Website, including without limitation the most up to date version of the OCC disclosure document on Characteristics and Risks of Standardized Options (the “OCC Document”). If you do not understand or require clarification on any term, condition or risk, you must seek clarification or independent advice before acknowledging to TBSPL that you have read and understood the risk disclosure statements and/or the OCC Document;
26.1.19 you will keep, save, defend, protect, indemnify, and hold TBSPL and its Intermediary harmless from any damages or costs incurred by TBSPL and its Intermediary, including legal fees on a full indemnity basis, as a result of a breach or default by you of any representation, warranty, covenant, or agreement made by you under the Options Terms; and
26.1.20 you authorise TBSPL's Executing Brokers to disclose your Orders: (i) to others, including the Executing Broker's affiliates, for the execution of any of your Orders; (ii) on the Executing Broker's book to other customers of the Executing Broker; (iii) to disseminate quotes; and (iv) as the Executing Broker(s) may otherwise deem necessary; and
26.1.21 you have the power to enter into any agreement with, exercise your rights, perform and comply with your obligations, grant and/or confer any rights, powers, and authorities to, any other Person (including, but not limited to, the Clearing Firm and/ or TBSPL) under the Options Terms (including, but not limited to, creation of a lien referred to in Clause 27).
26.2 The above representations, warranties and covenants shall be deemed repeated whenever you give Orders to TBSPL, enter into any Transaction, acquire or use any Service, or establish or operate any Options Account with TBSPL.
26.3 You represent and warrant to TBSPL that all information you provide or have provided is accurate, true and complete and is not misleading and shall remain accurate, true and complete and not misleading, and you will promptly notify TBSPL in writing of any change in such information or any change in circumstances which would affect any of the representations and information given to TBSPL or which in any way affect your ability to carry out any Transactions in Options Contracts or performance of any obligations under any term of the Options Terms.
26.4 You acknowledge and agree that you shall be liable to TBSPL for any damages, expenses, or Losses incurred or suffered by TBSPL for any false or fraudulent representations, warranties, covenants and agreements in this Agreement (including but not limited to the aforementioned representations and warranties).
27. General Lien
27.1 You hereby grant to each of TBSPL and its Intermediaries, as the case may be, a lien over all your moneys and Assets now or hereafter held, carried or maintained by TBSPL and its Intermediaries (whether individually or jointly with others) in relation to any of your Options Accounts from time to time for any amount due in your Options Accounts or in any Accounts guaranteed by you or for the settlement or discharge of any of your Liabilities from time to time to TBSPL and its Intermediaries, wherever and however arising and without regard to whether or not TBSPL or its Intermediaries has made advances with respect to such Options Contracts and other property.
28. General Exclusion
28.1 So long as TBSPL acts in good faith, it shall not be liable to you in any respect for any Loss suffered by you, including any Loss resulting from action, inaction or insolvency by or of any Intermediary, exchange, market or clearing house or the OCC (including in each case, any wrongful or unlawful action or inaction), or howsoever otherwise suffered and/or incurred by you. TBSPL shall only be liable to you if TBSPL has been grossly negligent or engaged in wilful misconduct. Without prejudice to the generality of the foregoing, TBSPL shall not in any event be liable to you for any indirect or consequential Loss (including loss of profit and loss of opportunity) or special, incidental, exemplary, or punitive damages.
29. Limitations of Liability and Force Majeure
29.1 The materials, Electronic Trading Service, and the Services are provided on an “as is” and “as available” basis. TBSPL does not warrant: (i) the accuracy, adequacy, or completeness of the materials, Electronic Trading Service, or the Services, and expressly disclaims any liability for errors, delays, or omissions in the materials, Electronic Trading Services, and/or the Services, or for any action taken in reliance on the materials, Electronic Trading Services, or the Services; (ii) that any of the materials, Electronic Trading Service or the Services will be provided uninterrupted or free from errors, or that any identified defect will be corrected, nor that the materials, Electronic Trading Service, or the Services are free from any computer virus or other malicious, destructive or corrupting code, agent, program, or macros.
29.2 No warranty of any kind, implied, express or statutory, including the warranties of non-infringement of third-party rights, title, merchantability, satisfactory quality, or fitness for a particular purpose, is given in conjunction with the materials, Electronic Trading Service, or the Services.
29.3 TBSPL shall in no event be liable to you or any other person for any loss, damages, or expenses whatsoever or howsoever caused and regardless of the form of action (including tort or strict liability) arising directly or indirectly in connection with any access, use, or inability to use the materials, Electronic Trading Service, or the Services, even if TBSPL or its agents or employees may have been advised of, or otherwise might have anticipated, the possibility of the same.
29.4 TBSPL will not at any time be liable for, even if foreseeable, within the contemplation of TBSPL or if TBSPL may have been advised of, or otherwise might have anticipated, the possibility of the same: (i) loss of revenue or business opportunities, lost profit, loss of anticipated savings or business, loss of data, loss of goodwill or loss of value of any equipment; and (ii) indirect, incidental, special, consequential losses, damages, expenses or punitive damages.
29.5 TBSPL or its Service Providers, or their respective officers, employees or Nominees (except for wilful misconduct or gross negligence directly attributable to TBSPL) shall not be liable to you for suffering any prejudice or Loss whatsoever and howsoever caused or arising from the use of the materials, Electronic Trading Service, or the Services, including any one or more of the following events or matters:
29.5.1 any loss or unauthorised use of the Electronic Trading Services;
29.5.2 any delay, failure, interruption, breakdown, non-performance or unavailability of the Electronic Trading Service, the Services or any telecommunications or interconnection, electronic or mechanical equipment or system (whether or not owned, operated or maintained by TBSPL or any other person and whether or not used in the provision or operation of any service) through any cause whatsoever, (including errors due solely to the malfunction of the Electronic Trading Service or Electronic Trading Service equipment, infrastructure or programs, viruses, worms or any harmful, invasive or corrupted files or to any “force majeure” event (i.e. conditions or events beyond the reasonable control of any party including war, acts of terrorism, insurrections, riots, labour disputes, sabotage, extraordinary weather conditions, fire, earthquakes, or other acts of God, actions of government, communications, power failures, the malfunction of any hardware or software) whether or not leading to either or both of the Electronic Trading Service being totally or partially inaccessible or unavailable and/or Instructions given via the Electronic Trading Services not being acted upon promptly or at all);
29.5.3 any delay, failure, omission, cessation or interruption in the acceptance, recognition or execution of your Instructions, including the need to verify Instructions due to considerations of security and wrongful interception of any Instruction;
29.5.4 any inability or failure to accept and/or recognise and/or properly and accurately store, process and/or transmit dates or data incorporating or relying on dates, or the processing, storage and/or transmission of any inaccurate date or data;
29.5.5 corruption or loss of any data stored in any equipment, terminal or system or Instruction, or in the course of transmission through the internet, any computer or any electronic or telecommunications system used by TBSPL or any other person whether or not in connection with the Options Account or the provision or operation of any Service, including any errors generated in the transmission of any data or Instruction; or
29.5.6 any breach of TBSPL’s obligations or duties to you caused by or arising from any one or more events or matters set out in any one or more of the foregoing Clauses.
29.6 You agree that TBSPL’s, its agents’ or employees’ liability will not exceed an amount equal to the highest aggregate monthly commissions and fees paid by you to TBSPL for any and all defaults referable to the materials, Electronic Trading Service, or the Services and/or their use and/or failure to be permitted for use.
30. Your Obligations
30.1 You agree to pay TBSPL when due, charges for commissions at rates established by TBSPL and for related fees and charges as a result of, or related to, the Transactions effected under these Options Terms (such commissions, rates, fees and charges as may be notified to you from time to time), and for other Services offered and accepted in connection with the Options Account.
30.2 You agree to pay promptly on demand any and all sums due to TBSPL for monies owning including any unsecured Debit Balance and any interest that may be charged on the monies owed.
30.3 You further acknowledge and agree, at any time upon TBSPL’s demand, to discharge all obligations to TBSPL or, in the event of a closing of any Options Account in whole or in part, to pay to TBSPL any amount owed, if any, including costs, damages, or attorney fees suffered or paid by TBSPL, directly or indirectly, in connection with such amount owed.
30.4 In lieu of requiring the immediate discharge of any of your obligations, TBSPL may, in its discretion, where applicable, demand security for such obligation and, if elected, for all future obligations in which event you will either discharge all existing obligations to TBSPL or furnish security as TBSPL demands, and in that connection, execute and deliver such security agreements, financing statements, and other documents, in forms prescribed or approved by TBSPL as shall be reasonably requested.
31. Risk of Loss; Indemnification
31.1 All Transactions effected for your Options Accounts and all fluctuations in the market prices of the Options Contracts carried in your Options Accounts are at your sole risk and you shall be solely liable under all circumstances for any losses arising from such Transactions. By entering into the Options Terms, you represent and warrant that you are willing and financially able to sustain any losses resulting therefrom, and your unconditional obligation to pay TBSPL the amount of any such losses.
31.2 Neither TBSPL nor its Intermediary is responsible for (i) the obligations of the Persons with whom your Transactions are effected; (ii) any delays in transmission, delivery, or execution of your Orders due to malfunctions of communications facilities or other causes.
31.3 Neither TBSPL nor its Intermediary shall be liable to you for the loss of any margin deposits which is the direct or indirect result of the bankruptcy, insolvency, liquidation, receivership, custodianship, or assignment for the benefit of creditors of any exchange, clearing house, bank, clearing firm, executing broker, or similar entity.
31.4 You agree to hold harmless and indemnify TBSPL and its Intermediaries or their respective officers, employees, agents or representatives from any Liabilities, cost, or expense (including attorneys’ fees and expenses and any fines or penalties imposed by any governmental or regulatory agency, self-regulatory body) which TBSPL may incur or be subjected to with respect to: (i) any of your failure to comply with the Options Terms, or to fully and punctually perform any of your obligations hereunder or in respect of any Transaction; (ii) any of your representations, warranties, agreements and undertakings in your Options Account application or this Agreement being untrue, incorrect, incomplete or misleading un any material respect; (iii) any actions, claims, demands or proceedings brought by third parties (including Intermediaries) against TBSPL further to TBSPL acting in accordance with your Instructions or otherwise in the exercise of its powers under the Options Terms; (iv) TBSPL acting or omitting to act in accordance with your Instructions (or any communication given or purportedly given by any person authorised to act in relation thereto), or taking any action, exercising any rights, power and discretion, performing any of its duties and obligations or otherwise acting in any manner in accordance with or as permitted under the Options Terms; (v) any change in any Applicable Laws; (vi) any act or thing done or caused to be done by TBSPL in connection with or referable to this Agreement or any Account, or Transaction entered into for or with, or any Service provided to, you; and/or (vii) any Event of Default caused by you.
31.5 You affirm that you are able to assume the financial risks of Options Contract trading and that Options Contract trading meets your financial objectives. You agree to notify TBSPL if there is any material change in your financial condition or objectives.
31.6 You understand that TBSPL has not undertaken and will not undertake an independent evaluation of whether trading in Options Contracts generally or any specific Transaction in Options Contracts entered into by you is appropriate, and you undertake, represent and warrant to TBSPL that you have made such evaluations independently and TBSPL is relying solely on your representations in this regard.
31.7 You further agree, accept and understand all implications under Applicable Laws. You also consent to and acknowledge that there are exchange rate risks in respect of Transactions denominated in a foreign currency, and you represent and warrant that you are able and willing to take such country and currency risks.
31.8 You acknowledge and agree that in the event that TBSPL is held liable for any payments that may result from any Transactions, any Debit Balance, or any other shortfall on your Options Account, or if TBSPL makes any payment on your behalf (even though it is not obliged to do so, and whether under an agreement between TBSPL and any Intermediary or otherwise in respect of your obligations), you will be responsible for any such payments and will hold harmless and indemnify TBSPL for all such costs, losses, or liabilities incurred by TBSPL respectively.
32. Foreign Currency Conversions and Multicurrency Account
32.1 You shall make all deposits to your Options Account only in the currencies accepted and permitted by TBSPL. Unless another currency is designated in the confirmation for a Transaction in Options Contracts and permitted by TBSPL, all margin deposits for such Options Contracts and any debit or credit made in the Options Account as a result of liquidating such a Options Contract shall be in the contractual currency of the Options Contract. Where moneys are payable in respect of any Transaction in any currency accepted by TBSPL, (i) TBSPL is authorised, in its sole discretion, to carry out any and all foreign exchange transactions at TBSPL’s or its agent’s prevailing rates to convert the currency to such currency requested by you which TBSPL agrees to accept, for the intention of trading the Options Contracts that are denominated in such currency and to make any necessary withholding deduction as may be required by Applicable Laws; (ii) TBSPL is authorised, in its sole discretion, to carry out any and all foreign exchange transaction at TBSPL’s or its agent’s prevailing rates to convert one currency to another currency which is acceptable by TBSPL in your Account upon your request for the Transaction for any purposes and TBSPL may retain a fee for such conversion; (iii) any profit or Loss arising as a result of a fluctuation in the exchange rate affecting such currency will be entirely for you own account and sole risk; and (iv) all initial and subsequent deposits for Collateral purposes shall be recorded in such currency or currencies, and in such amounts, as TBSPL may in its reasonable discretion elect.
32.2 You agree that TBSPL’s obligations to you shall be denominated in (i) a currency, accepted by TBSPL, in which funds are deposited by you or are converted at the request of you, to the extent of such deposits and conversions; or (ii) a currency, agreed upon, in which funds have accrued to you as a result of trading conducted on a designated contract market or registered derivatives transaction execution facility, to the extent of such accruals.
32.3 You may choose to trade Options Contracts denominated in different currencies using a base currency (USD, HKD or SGD) chosen by you. If you maintain positions denominated in foreign currencies other than the base currency, TBSPL will calculate Margin Requirements by applying exchange rates specified by TBSPL.
WHERE YOU MAINTAIN MARGIN IN A CURRENCY DIFFERENT FROM THE MARGIN REQUIREMENTS, TBSPL MAY APPLY “HAIRCUTS” (A PERCENTAGE DISCOUNT ON THE FOREIGN CURRENCY EQUITY AMOUNT) TO REFLECT THE POSSIBILITY OF FLUCTUATING EXCHANGE RATES BETWEEN THE BASE CURRENCY AND THE FOREIGN CURRENCY. YOU MUST CLOSELY MONITOR MARGIN REQUIREMENTS AT ALL TIMES, PARTICULARLY FOR POSITIONS DENOMINATED IN FOREIGN CURRENCIES, BECAUSE FLUCTUATIONS IN THE CURRENCY AND THE VALUE OF THE UNDERLYING POSITION CAN CAUSE A MARGIN DEFICIT.
32.4 TBSPL may, and you acknowledge and authorise TBSPL to, hold your funds outside of Singapore, in a jurisdiction that may be or may not be the country of origin of the currency in order to facilitate your trading in investments denominated in that currency.
32.5 You understand that investments denominated in a foreign currency carry risk based on the fluctuation of such foreign currency’s value against the base currency of your Account or SGD. TBSPL does not guarantee against this risk or provide any hedging services to prevent this risk from affecting your Account. While the value of your investment(s) may increase, it is possible that the currency’s, which such investment is denominated in, value may fall in relation to the base currency of your Account or SGD.
33. Events of Default
33.1 You shall immediately notify TBSPL if any Event of Default occurs, or if an Event of Default is likely to occur. Whenever TBSPL in good faith considers it necessary for its protection, in accordance with its or its Intermediaries’ general policies, TBSPL may sell any or all Assets held in any of your Options Accounts (either individually or jointly with others), cancel or complete any open, outstanding, unexpected, or unmatched Orders for the purchase or sale of any Options Contracts and other property, and/or borrow or buy-in any Securities or other property (if applicable) to fulfil any of your delivery obligations, all without demand for deposit or Collateral, other notice of sale or purchase, or other notice or advertisement, each of which is expressly waived by you and TBSPL may require you to deposit cash or adequate Collateral to your Options Account prior to any settlement date in order to assure the performance or payment of any open contractual commitments and/or unsettled Transactions. TBSPL is hereby authorised to sell and/or otherwise deal with any and all such Assets. TBSPL is authorised to transfer any such monies and Assets among any of your Accounts to the fullest extent of the law and without notice where allowed. The costs and expenses of the collection of any Debit Balance and any amount owned in your Options Accounts, including reasonable legal fees and expenses on a full indemnity basis, incurred and payable to TBSPL shall be payable by you.
33.2 It will be an Event of Default if any of the following occurs: (i) any breach by you of the Options Terms or any other agreement with TBSPL; (ii) your failure to fulfil your obligations under the Transactions in Options Contracts; (iii) your failure or refusal for any reason whatsoever to provide or comply with instructions in respect of any request by TBSPL; (iv) your failure to make, when and where due, any payment or delivery (including payment or delivery of any Collateral) required to be made by you under the Options Terms or you are generally unable to pay debts as they become due (or you admit of such inability); (v) if a petition for insolvency, bankruptcy, winding up, dissolution, administration, reorganisation (by way of voluntary arrangement, scheme of arrangement, or otherwise), liquidation, judicial management, assignment, or receivership) or any voluntary or involuntary proceeding seeking relief under any insolvency or other law affecting creditors' rights is instituted by or against you or you make a general arrangement or composition or compromise with or for the benefit of your creditors or any of them; (vi) if any action, legal proceeding or other procedure, or any step is taken in relation to the suspension or rescheduling of payments, a moratorium of any of your indebtedness, or the appointment of a trustee in bankruptcy, liquidator, administrator, judicial manager, receiver, trustee or other similar official for all or any part of your property, revenues or undertaking, or enforcement of any security over any of your assets; (vii) if your Options Account is attached or a secured party takes possession of all or any part of your assets or you have a distress, execution, attachment, expropriation, sequestration, or other legal process levied, enforced, or sued on or against all or any part of your assets and either (A) such secured party maintains possession or (B) any such process is not dismissed, discharged, stayed, or restrained, in each case within five (5) calendar days thereafter; (viii) in the event of your death or legal incompetence; (ix) if in TBSPL's discretion it determines that there are sufficient grounds for lack of confidence with respect to your performance of any obligation hereunder and, immediately after demand, you fail to provide assurance of such performance satisfactory to TBSPL; or (x) if any of your representations or warranties to TBSPL, whenever made, are false or misleading when made or subsequently at any time become untrue.
34. Payment of Indebtedness upon Demand
34.1 You acknowledge and agree that TBSPL may require you to deposit cash or adequate Collateral to your Options Account prior to any settlement date in order to assure the performance or payment of any open contractual commitments and/or unsettled Transactions.
34.2 You shall at all times be liable for the payment upon demand of any Debit Balance and all Liabilities owing in each of your Options Accounts and you shall be liable to TBSPL for any deficiency remaining in all and any such Accounts in the event of the liquidation thereof, in whole or in part, by TBSPL or by you; and, you shall make payment of such obligations and indebtedness upon demand.
34.3 TBSPL may charge interest on any sum or payment due to TBSPL from you at such rate and calculated and/or compounded in such manner as TBSPL may impose and determine from time to time and you shall pay such interest to TBSPL.
34.4 All payments to TBSPL shall be in the currency they are due, in free and clear funds and free of deductions or withholdings. If you are required to effect such deductions or withholdings, then the amount due to TBSPL shall be increased by such amount as shall result in TBSPL receiving an amount equal to the amount TBSPL should have received in the absence of such deduction or withholding.
34.5 If for any reason TBSPL cannot effect payment or repayment to you in a particular currency in which the payment or repayment is due, TBSPL may effect payment or repayment in the equivalent in any other currency selected by TBSPL based on the rate of exchange quoted by TBSPL in respect thereof at the relevant time.
34.6 Any Taxes, duties, disbursements, costs and/or other expenses incurred by TBSPL in connection with the Account or you shall be reimbursed in full by you.
34.7 All interests, fees, commissions and other charges of TBSPL are inclusive of any goods and services tax (where applicable) or any other applicable sales tax which shall be borne by you.
34.8 TBSPL shall be fully entitled to debit any of your Options Account in respect of any and all payments due to TBSPL at such time and in such manner as TBSPL may determine.
34.9 Any and all payments to be made by TBSPL to you shall be made in such manner as TBSPL may from time to time determine. All such payments shall be subject to all applicable Taxes, deductions and withholdings, and less any and all amounts payable by you to TBSPL.
34.10 Unless TBSPL otherwise agrees with you, each obligation of TBSPL (including any obligation to make any payment or delivery) to you under this Agreement is subject to the condition precedent that there is no Event of Default subsisting or amount owing to TBSPL on your part.
34.11 You acknowledge and agree that the reasonable costs and expenses of collection of the Debit Balance and any unpaid deficiency in your Options Account with TBSPL including legal fees on a full indemnity basis incurred and payable or paid by TBSPL shall be payable to TBSPL by you.
35. Set-off, Withholding and Other Rights
35.1 On receipt of any Instruction to enter into a Transaction in Options Contracts, TBSPL acting in good faith will calculate the sums required to meet such Instruction plus an estimate of the sums required to meet any tax, duty, or other expenses in connection with such Transaction, following such calculation, the following provisions shall apply:
35.1.1 each of TBSPL and its Intermediaries shall be entitled (but not obliged) to set off an amount equivalent to such sum available in your Options Account or any other account maintained by you with TBSPL (in the form of credit balance) against all Liabilities incurred by TBSPL as a consequence of the said Instruction including any liabilities to pay the purchase price and other expenses to any third party;
35.1.2 each of TBSPL and its Intermediaries shall be entitled (but not obliged) to sell, realise, or liquidate any Assets which may, for any reason whatsoever, be in TBSPL’s or its Intermediaries’ possession (whether held in its name or in its agent’s name) or control without further notice to or consent from you as TBSPL or its Intermediaries may, in its discretion, deem fit and to apply the net proceeds thereof against all Liabilities incurred by TBSPL and its Intermediaries as a consequence of the said Instruction including any liability to pay the purchase price and other expenses to any third party; and
35.1.3 until completion or close-out of the Transaction and satisfaction of all your obligations with relation thereto, you shall not be entitled to withdraw all or any part of the money and Assets and the money and Assets shall not constitute an amount or Assets which TBSPL and its Intermediaries is required to return to you.
35.2 As permitted by Applicable Law, TBSPL and its Intermediaries may at its discretion at any time and from time to time without notice to you combine, consolidate, or merge the balances on all or any of your Accounts, whether maintained with or at TBSPL or its Intermediaries and/or on any Assets in any of your Accounts and this right of set-off shall extend to include a continuing right at any time and without any prior notice or demand forthwith to sell the Assets, transfer, debit, and set-off all or any part of any money and Assets and to apply the same in or towards payment or satisfaction of all Liabilities. You agree that the authorisation given in this Clause is irrevocable so long as any Liabilities are owing from you to any of TBSPL or its Intermediaries. TBSPL and its Intermediaries have the right to retain all credit balances in your Options Accounts (including the Assets in the Options Accounts) and all assets which may, for any reason whatsoever, be in any or each of TBSPL’s or its Intermediaries’ possession (whether held in the name of TBSPL or its Intermediaries or otherwise) or control and all Assets it holds for any of the Accounts, with power for each of TBSPL and its Intermediaries to sell, realise, or liquidate any or all of them without further notice to or consent from you as it may, in its discretion, deem fit and to apply and set-off the net proceeds thereof against, all and/or any part of the Liabilities.
35.3 You acknowledge and agree that it is the intention of the parties that the Intermediary may in its own right enforce this Clause under and pursuant to the Contracts (Rights of Third Parties) Act 2001 of Singapore, which shall apply to the foregoing Clauses.
36. Assignment
36.1 Your rights and duties hereunder may not be assigned to any other Person and TBSPL shall not be required to recognise any Person other than you as having any interest in any and all of your Options Accounts unless with the written consent of TBSPL.
36.2 TBSPL may assign TBSPL’s rights and obligations under the Options Terms to any subsidiary, affiliate, or successor by merger or consolidation without prior notice to you. The Options Terms, in such case, shall continue to be binding on and will inure to you and your heirs, executors, administrators, successors in titles, and assigns.
37. Termination
37.1 Your Options Account(s) with or maintained on behalf of TBSPL may be terminated and closed by either you or TBSPL at any time with or without cause or reason except that such closure or termination will not affect any rights or obligations of either you or TBSPL incurred prior to such closure or termination.
37.2 You may terminate your Options Account or Service provided by TBSPL to you by submitting the “Application for Closure of Account or Revocation of Services” form to TBSPL and the termination will only take effect from the later of (i) the effective date of termination as stated in the form, or (ii) the date when TBSPL determines that there are no outstanding payments, obligations and/or liabilities due from you to TBSPL (whether subject to notice or not and whether matured or not and whether held singly or jointly) under the Options Terms.
37.3 Prior to the date of termination of any Options Account or Service, you shall instruct TBSPL as to the proper disposal or transfer of your monies and other property of yours in relation to such Options Account or Service. If you fail to do so, TBSPL may exercise any of its rights under Clause 33.1.
38. Severability
38.1 If any provision or condition of the Options Terms is held to be illegal, invalid or unenforceable by any court, regulatory or self-regulatory agency or body, such illegality, invalidity or unenforceability shall attach only to such provision or condition. The validity of the remaining provisions and conditions shall not be affected thereby and the Options Terms shall be carried out as if any such illegal, invalid or unenforceable provision or condition were not contained therein.
39. Complaints and Dispute Resolution
39.1 You agree that any queries or complaint should be raised with TBSPL’s trading services department or with one of TBSPL’s employees. Unresolved queries and complaints are handled by TBSPL's compliance department according to TBSPL’s complaint procedure, a copy of which is available on the Website or upon request. To the extent you remain dissatisfied with the result of TBSPL’s compliance department’s investigation or with any action taken by TBSPL as a result of such investigation, you may refer the matter to the Financial Industry Disputes Resolution Centre Ltd (FIDReC) for further investigation.
39.2 Any case where TBSPL is in dispute with you in respect of a Transaction or alleged Transaction or any communication relating to a Transaction, TBSPL may, at its discretion and without notice to you, close any such Transaction or alleged Transaction, where TBSPL reasonably believes such action to be desirable for the purpose of limiting the maximum amount involved in the dispute, and TBSPL will not be under any obligation to you in connection with any subsequent movement in the level of the Transaction concerned. If we close one or more of your Transactions under this Clause, such action will be without prejudice to our right to contend in relation to any dispute that such Transaction had already been closed by TBSPL or was never opened by you. Where reasonably practicable, TBSPL will try to give you prior notice of the actions we intend to take. In the event TBSPL is unable to do so, TBSPL will take reasonable steps to inform you that TBSPL has taken such action as soon as practicable after doing so. Where TBSPL closes a Transaction or alleged Transaction in accordance with this Clause, the closing will be without prejudice to your rights: (i) to seek redress or compensation for any loss or damage suffered in connection with the disputed or alleged Transaction or communication, prior to the closing; and (ii) to open a new Transaction at any time thereafter, provided that such Transaction is opened in accordance with the Options Terms, which will be applied, for the purposes only of calculating any relevant limits or money required from you, on the basis that TBSPL’s view of the disputed events or communication is correct.
39.3 TBSPL shall be entitled, at its sole option, to commence proceedings in the courts of the Republic of Singapore in respect of or in connection with any dispute or controversy between TBSPL and you as to any matter arising under, out of, or in connection with this Agreement or any other agreement between you and TBSPL. If arbitration has been initiated by you at the time that TBSPL chooses to submit such dispute, controversy or matter to the courts of the Republic of Singapore, then it is agreed that such arbitration is to be discontinued, unless the court finds that TBSPL has waived such right by substantially participating in the arbitration without having raised its rights under this Clause. If TBSPL should choose to exercise this right to submit such dispute, controversy or matter to the courts of the Republic of Singapore, each of TBSPL and you agree to: (i) submit to the exclusive jurisdiction of the courts of the Republic of Singapore; (ii) waive any objection that it may have at any time to the laying of venue of any proceedings brought in such courts; (iii) waive any claim that such proceedings have been brought in an inconvenient forum; and (iv) further waive the right to object with respect to such proceedings that any such court does not have jurisdiction over such party.
40. No Financial, Tax or Trading Advisory Services
40.1 The Services provided by TBSPL include that of Order execution in Options Contracts, custodial services and product financing, not investment advisory services on Options Contracts (or any other investment product).
40.2 While information may be shared with you from representatives and/ or agents of TBSPL, it is to be used solely for educational purposes. TBSPL and its officers, employees and representatives or other Intermediaries appointed by it, do not make recommendations, make solicitations, offer tax advice, offer investment advice, nor does TBSPL engage in any financial planning services.
40.3 You acknowledge that all trading tools and materials available on the Website and the Electronic Trading Services are to be used only for information and educational purposes. You further acknowledge that any examples included with or given in relation to such tools are also for educational or instructional purposes. TBSPL makes no warranties to the accuracy of these trading tools nor to any conclusions derived from or investment decisions based on information provided by such trading tools.
40.4 You hereby agree and acknowledge that as the Electronic Trading Service is on-line and execution-only, the dealings between TBSPL and you will hence not be subject to the Guidelines on Fair Dealing – Board and Senior Management Responsibilities for Delivering Fair Dealing Outcomes to Customers issued by the MAS. This means that TBSPL will act on an execution-only basis and will not be providing any financial advice to you in relation to any Financial Product.
40.5 TBSPL is not a fiduciary to you nor does TBSPL take on any fiduciary obligations in relation to any Options Contracts. TBSPL does not and is not willing to assume any advisory, fiduciary or similar or other duties or act as investment adviser to you. TBSPL strongly encourages you to take independent advice before purchasing, subscribing, disposing of, or entering into any Options Contracts.
40.6 You agree that all decisions on whether to invest in any Financial Product, and whether such an investment is suitable or appropriate for you, are yours. You do not rely on, and TBSPL, any of its agents, directors, officers, employees or vendors (including the Executing Broker, the Clearing Firm or the OCC) are not responsible for, any information, representation (whether written or oral), advice, recommendation, view, opinion, or other statement provided by TBSPL, or any of its affiliates, and every director, officer, or employee of the foregoing or any market data in making any investment decision, and you rely on your own judgment in making such investment decision.
40.7 You have made and will make your own assessment of an investment in any product and you shall evaluate the suitability of any product or investment for yourself in making any investment decision and that you shall make the final investment decision and accept all responsibility for your investment decisions, and TBSPL, any of its agents, directors, officers, employees or vendors (including the Executing Broker, the Clearing Firm or the OCC) shall not be responsible or liable for reviewing your Options Account(s) and determining the suitability of your investment choice. You acknowledge that TBSPL shall have no responsibility in respect of the performance of Transactions entered into by you.
40.8 You acknowledge that past performance of any Options Contracts or class of investment products is no indicator of future performance. In addition, and without prejudice to the generality of the foregoing, you agree and acknowledge, and you represent and warrant to TBSPL (and TBSPL relies on such representations and warranties) that:
40.8.1 you are aware that TBSPL does not hold out any of its agents, nominees, directors, officers, or employees as having any authority to advise you;
40.8.2 TBSPL does not purport to advise you on any Financial Product or investment;
40.8.3 you are acting for your own account and have made your own independent decision to enter into Transactions, and you are not relying on any communication (written or oral) of TBSPL as investment advice or as a recommendation to enter into any Transaction (it being understood that information and explanations related to the terms and conditions of a Transaction will not be considered investment advice or a recommendation to enter into that Transaction);
40.8.4 TBSPL does not provide advice with respect to any legal or tax ramifications of any Financial Product or investment and you shall obtain your own appropriate tax, legal, financial or other advice from an independent tax, legal or financial adviser;
40.8.5 TBSPL's making the Electronic Trading Service available to you should not be taken to constitute a recommendation and/or an endorsement of any Financial Product or investment, any form of advice or a determination of suitability of any Financial Product or investment for you by TBSPL or its representatives, or any representation in respect of any Financial Product or investment;
40.8.6 you are aware of the risks associated with any investment undertaken by you, and you are fully aware and accept that you will be solely responsible for determining the merits and suitability of each and every Transaction;
40.8.7 you have not obtained from TBSPL any guarantee or assurances as to the profitability, performance, and/or results of any Financial Product or investment;
40.8.8 TBSPL shall not be held responsible in any way whatsoever for the performance of any Financial Product or investment, which you have chosen to subscribe for;
40.8.9 TBSPL shall not be liable for the performance of any Financial Product, including any Losses which you may incur in your investment in the Financial Product;
40.8.10 TBSPL has not and will not authorise its employees to provide any representations on any investment, or any assurance or guarantees (orally or in writing) on the performance of any Financial Product or investment for the purpose of encouraging you to subscribe or purchase interests in any investment;
40.8.11 Unless related to risk management functions addressed in the Options Terms, TBSPL representatives do not exercise discretion in Options Accounts nor make recommendations. Any information given to you regarding Options Contracts or any other investment products is incidental to TBSPL's brokerage business and shall be for informational purposes only; and
40.8.12 if you require financial advisory services in relation to any Financial Product or investment, you shall obtain appropriate financial advisory services from an independent financial adviser.
41. Power of Attorney
41.1 By trading with or through TBSPL with respect to the Options Account(s), or utilising any Services, you hereby confirm your irrevocable appointment of each and every director and officer of TBSPL (on a several basis), for so long as they are each a director or officer (as the case may be) of TBSPL, as your attorney for each and all of the purposes of this Agreement and with power to sign and execute all documents and perform all acts in your name and on your behalf in connection therewith whether in respect of any Transaction relating any Options Account, Services or in respect of anything required to facilitate or give effect and/or substance to the rights conferred on TBSPL under this Agreement, and to do anything reasonably ancillary thereto. Further, registration of this power of attorney in any jurisdiction may be effected on your behalf by TBSPL at your expense. You undertake to hold harmless, indemnify and keep indemnified TBSPL and any of the aforesaid attorneys from and against any and all Losses (including legal costs on a full indemnity basis) suffered or incurred by any of them in the proper exercise of their powers under this Clause.
42. Ratification
42.1 You agree to ratify and confirm, and hereby ratify and confirm, any and all acts and things done or caused to be done by TBSPL (including pursuant to the power of attorney granted in Clause 41) for and on behalf of you or otherwise in relation to any Options Account, any of the Transactions or Services with TBSPL.
43. Goods and Services Tax (“GST”)
43.1 If any Services provided to you by TBSPL under or in connection with this Agreement is subject to GST, TBSPL may, in addition to any consideration payable pursuant to this Agreement, recover from you an additional amount on account of GST, such amount to be calculated by multiplying the relevant amount or consideration payable by you for the relevant supply by the prevailing GST rate.
43.2 If TBSPL is not entitled to an input tax credit in respect to the amount of any GST charged to or recovered from TBSPL by any Person, or payable by TBSPL, or in respect of any amount which is recovered from TBSPL by way of reimbursement of GST referable to any supply made under or in connection with the Agreement, TBSPL will be entitled to increase any amount or consideration payable by you on account of such input tax and recover from you the amount of any such increase. Such amount is to be calculated without any deduction or set-off from any other amount and is payable by you upon demand by TBSPL whether such demand is by invoice or otherwise.
44. Tax
44.1 You authorise TBSPL to disclose any personal and account information where such disclosure is required by Applicable Laws (including applicable laws imposing any reporting and/or withholding obligations on TBSPL such as the United States Foreign Account Tax Compliance Act and Income Tax Act 1947 of Singapore), regulations, orders, agreements, or treaties made by or between tax authorities and/or governments to: (i) any of TBSPL’s related companies or subsidiaries, wherever situated; (ii) any government, quasi-government, regulatory, monetary or other authority whether in Singapore or elsewhere, including but not limited to the United States Internal Revenue Service, the United States Treasury Department, the Inland Revenue Authority of Singapore and MAS; (iii) any party to whom TBSPL is under a legal duty to disclose; and/or (iv) any party where TBSPL in good faith deems it in TBSPL’s interest to make such disclosure.
44.2 You agree that you shall be required to, upon demand by TBSPL and in a timely manner:
44.2.1 provide any form, certification or other information, as may be requested by and in a form acceptable to TBSPL, that is necessary for TBSPL: (i) to prevent withholding tax or qualify for a reduced rate of withholding tax or backup withholding tax in any jurisdiction from or through which TBSPL receives payments; or (ii) to satisfy reporting or other obligations under the United States Tax Code and the United States Treasury regulations promulgated thereunder or the Income Tax Act 1947 of Singapore);
44.2.2 update or replace such form, certification, or other information in accordance with its terms of subsequent amendments; and
44.2.3 otherwise comply with any reporting obligations imposed by the United States or any other jurisdiction, including reporting obligations that may be imposed by future legislation.
44.3 You acknowledge and agree that if, and to the extent that, TBSPL is required to make any payment, withholding or deduction as a consequence of you failing to comply in a timely manner with the requirement in the preceding representation and warranty, TBSPL shall be entitled to, at its sole and absolute discretion, withhold all or a portion of the amounts payable in respect thereof to you if TBSPL is required under Applicable Laws (including the laws of the United States) or as a consequence of any agreement between TBSPL and any tax, regulatory, governmental or quasi-governmental authority or body (including the United States Treasury Department or similar government division or department) to withhold any payments as a consequence of you failing to comply in a timely manner with the requirement in the preceding representation and warranty. You agree to hold harmless, indemnify and to keep TBSPL fully indemnified from and against any amount of payment, withholding or deduction referred to in this Clause that is in excess of such amount as may be standing to your Account(s).
44.4 You acknowledge and agree that in the event the status of you or the beneficial owner(s) of the Account change from a non-US Person to a US Person, you shall immediately notify TBSPL and you shall be required to, upon demand by TBSPL and in a timely manner, provide any form, certification, representation, confirmation or other information, as may be requested by and in a form acceptable to TBSPL.
44.5 You acknowledge and agree that TBSPL may in its sole and absolute discretion terminate your Account with immediate or subsequent effect by written notice if you fail to comply in a timely manner with the requirements in this Clause, whereupon TBSPL shall be entitled to receive all fees and other monies accrued up to the date of such termination.
44.6 You acknowledge and agree that TBSPL shall not be responsible for or liable to you for any Loss to you arising as a result of any act or omission or any error of judgment not amounting to actual fraud in complying with TBSPL’s reporting or other obligations under Applicable Laws (including the US Tax Code and the United States Treasury regulations promulgated thereunder or under the Income Tax Act 1947 of Singapore).
45. Governing Law
45.1 The Options Terms in this Agreement shall be governed by and construed in accordance with Singapore law.
46. Third Party Rights
46.1 Unless expressly provided in the Options Terms of this Agreement, a person or entity who is not a party to the Options Terms shall have no rights under the Contracts (Rights of Third Parties) Act 2001 Singapore or any Applicable Laws to enforce or enjoy the benefit of any Clause of the Options Terms, regardless of whether such Person has been identified by name, as a member of a class, or as answering a particular description. No third party beneficiary’s consent is required for any subsequent agreement between you and TBSPL to amend or vary (including any release or compromise of any liability) or terminate this Agreement. Where third parties are conferred rights under the Options Terms, those rights are not assignable or transferable.
47. No Waiver
47.1 If TBSPL does not exercise or delays exercising a right under the Options Terms, this does not mean that it has given up or waived the right or that it cannot exercise the right later. No failure to exercise or enforce and no delay in exercising or enforcing on the part of TBSPL of any right, power or privilege shall operate as a waiver thereof, nor shall it in any way prejudice or affect the right of TBSPL afterwards to act strictly in accordance with the powers conferred on TBSPL under the Options Terms, nor shall any single or partial exercise of any right, power, or privilege of TBSPL preclude any other or further exercise thereof or the exercise of any other right, power or privilege of TBSPL. Unless otherwise expressly agreed in writing by TBSPL, no waiver of any provision in this Agreement, rules and regulations applicable to any exchange or clearing house, or otherwise imposed by TBSPL relating to all or any Transaction, Service, or Account may be implied from any conduct or course of dealing between you and TBSPL.
48. Rights and Remedies
48.1 All of TBSPL's rights and remedies under this Agreement are cumulative of, in addition to, and not exclusive or in derogation of, any other rights or remedies provided or available to TBSPL hereunder, by law, in equity or by any other agreement.
49. Unclaimed Monies and Assets
49.1 If there are any monies, Assets and/or other property standing to the credit of any Account (including a trust or custody account) or otherwise held by TBSPL or its nominee or sub-custodian for and on behalf of you which are unclaimed by you six (6) years after your last transaction with or through TBSPL and TBSPL determines in good faith that it is not able to trace or locate you, you hereby irrevocably agree that all such monies, Assets and other property including any and all accretions and accruals thereon (which in the case of monies shall include all interests earned thereon and all investments and their respective accretions and accruals which may have been made with such monies) shall be deemed to have been abandoned by you in favour of TBSPL and may be appropriated by TBSPL to and for itself to utilise in any manner TBSPL so wishes for its own benefit. You therefore shall have no right to claim such monies, Assets or other property or their accretions and accruals.
50. Conflict of Interest
50.1 You hereby acknowledge and agree that when TBSPL, its affiliates or some other Person connected with any of them acts in any of the above capacities or in any other position of conflict, TBSPL and/or its interests may or will be in conflict with your interests under any transaction or matter. You hereby acknowledge and agree that when TBSPL, its affiliates, or some other Person connected with any of them act in any of the above capacities or in any other position of conflict, TBSPL may be remunerated accordingly and/or may make profits and/or receive fees, commissions, rebates, discounts, or other benefits or advantages (whether financial or otherwise) from the counterparty or issuer or any other third party. You hereby irrevocably and unconditionally consent to TBSPL’s acting in such capacities or position of conflict and hereby authorise TBSPL to continue to enter into such transactions for you without prior reference to you and despite TBSPL acting in such capacities or position of conflict. You confirm that notwithstanding any such conflict of interest and any remuneration, profits, fees, commissions, rebates, discounts, or other benefits or advantages (whether financial or otherwise) which TBSPL may make or receive in respect thereof, you will have no claim against TBSPL for, you consent to the receipt by TBSPL of, and TBSPL shall be entitled to retain and shall have no obligation to disclose to you or any other Person (and you or other Person shall not be entitled to ask for disclosure of) the fact or amount of, any such remuneration, profits, fees, commissions, rebates, discounts, or other benefits or advantages (whether financial or otherwise) arising from any such conflict. You also agree that TBSPL will not be responsible for any Losses including loss of profit, or damage which may result from any such conflict.
50.2 In addition, you accept, are aware of and consent to the payment by TBSPL of remuneration, profits, fees, commissions, rebates, discounts or other benefits or advantages, whether financial or otherwise, arising from any introduction or referral services (whether or not the fact of such introduction or referral or the receipt or the amount of such benefit or advantage is disclosed to you) or in respect of any specific Transaction. TBSPL will not be responsible for any Losses, costs, damages, and expenses which may result from any such conflict of interest or duty.
50.3 In addition, TBSPL, its affiliates, and its agents shall be entitled and are authorised, without having to make prior or any disclosure to you, to accept for TBSPL or its affiliates' or its agents' sole benefit from any Person engaged in a Transaction effected by TBSPL with you or on your behalf, any soft commissions (including goods, services, discounts, or other allowances attributable to any transaction entered into by TBSPL or its affiliates), cash or money rebate, allowance or benefit as part of TBSPL’s, its affiliates', or its agents' own compensation, and you hereby consent to the receipt and retention therefor. However this will only be done where permitted by and subject to any Applicable Laws in the jurisdiction concerned.
50.4 TBSPL shall not be obliged to disclose to you any fact, matter or finding which comes to its notice or that of any of its directors, officers, employees or agents in the course of acting in any capacity for any other person.
50.5 You acknowledge that TBSPL’s directors, officers and employees may trade in their personal capacities.
50.6 The Services provided by TBSPL to you are nonexclusive. TBSPL shall not be under any obligation to account to you for any benefit received for providing services to others or to disclose to you any fact or thing which may come to the notice of TBSPL in the course of providing services to others in any other capacity or in any manner whatsoever.
51. Introductions/ Sharing of Fees, Commissions, and Other Charges
51.1 You acknowledge that you may have been introduced or referred to TBSPL by a third party. TBSPL has and will accept no responsibility for any conduct, action, representation, or statement of such third party.
51.2 You further acknowledge and agree that, in consideration of such introduction by such third party, TBSPL may share TBSPL's fees, commissions and/or other charges with such third party or any other third party.
51.3 You also acknowledge that TBSPL may from time to time (either of its own initiative or at your request or a relevant third party financial service/ product supplier), refer you to a third party for the possible provision of service/product by or through such third party. In such a case, you agree that you shall be solely responsible for deciding for yourself whether and if so to actually contract to open, establish and maintain any such account or conclude any transaction with the relevant third party and that: (i) TBSPL shall not in any way be regarded as an agent of the relevant third party (even if it is affiliated) and that you will establish and/or maintain your account or conclude and effect any transaction with the relevant party only on the basis that TBSPL will have no liability or responsibility for any representation or statements made to be relied on by you in establishing and/or maintaining such account or effecting such transaction; and (ii) TBSPL may however receive one or more payments for it having referred you to the relevant party for you to open and/or maintain an account with such party or effect any transaction with such party. You agree and consent to the foregoing and TBSPL’s retention and appropriation wholly for its own account and benefit of such payments.
52. Acknowledgment of Disclosures
52.1 YOU HEREBY UNDERSTAND THE OPTIONS TERMS AND CONSENT AND AGREE TO ALL OF THE TERMS AND CONDITIONS SET FORTH ABOVE. YOU ACKNOWLEDGE THAT TRADING IN OPTIONS CONTRACTS IS SPECULATIVE, INVOLVES A HIGH DEGREE OF RISK, AND IS APPROPRIATE ONLY FOR PERSONS WHO CAN ASSUME RISK OF LOSS IN EXCESS OF THEIR MARGIN DEPOSIT. YOU FURTHER ACKNOWLEDGE, UNDERSTAND AND ACCEPT THE RISKS AND OTHER MATTERS DISCLOSED TO YOU IN THE RISK DISCLOSURE FOR FUTURES AND OPTIONS, THE RISK WARNING STATEMENT FOR OVERSEAS-LISTED INVESTMENT PRODUCTS AND OTHER DISCLOSURES STATEMENTS PROVIDED TO YOU DURING THE ACCOUNT OPENING PROCESS OR OTHERWISE.
You agree to promptly satisfy all Margin Calls and understand and acknowledge that Debit Balances in all of your Account(s) shall be charged with interest are required by all applicable statutes, rules, regulations, procedures or as deemed necessary by TBSPL or its Intermediaries. You understand that you are liable for payment upon demand of any obligations owned relating to Account and that your Account can and may be liquidated at any time in order to meet Margin Requirements without demand or notice being sent to you. You acknowledge that you have read and agree to be bound by all terms and conditions set forth in the TBSPL Agreements.
SECTION 4
CUSTOMER AGREEMENT FOR FUTURES TRADING ACCOUNT
If you have chosen to apply for Futures Trading Account with TBSPL, you are required to read, understand and accept the terms and conditions under this Customer Agreement for Futures Trading Account ("Futures Terms”). By completing, signing and submitting the application, you acknowledge your understanding of and acceptance to and you agree to all the terms herein, being the Futures Terms, which additionally apply to all Futures Trading Account (as defined below) which you now have or may at any future time have from time to time closed and then reopened.
The Futures Terms are cumulative with and in addition to TBSPL’s Customer Agreement for Securities Trading Account (“Agreement”), which you have already accepted and agreed to and which are incorporated and equally apply to your Transactions in Approved Futures (as defined below) except as otherwise provided herein. The Futures Terms and Addendum shall be read and construed together with the Agreement, together with all disclosures, terms, conditions, rules, and regulations included on the Website (as defined in TBSPL’s Agreement), as the same may be amended, modified, supplemented, or replaced from time to time (collectively referred to as the “Terms”), shall apply to all Futures Trading Account and your Transactions in Approved Futures. In the event of any conflict or inconsistency between the provisions of the Terms and the Futures Terms, the provisions of the Futures Terms shall prevail with respect to or in connection with any transactions in relation to Futures (as defined below). Unless the context otherwise requires, any capitalised term used in the Futures Terms and which is not specifically defined herein shall have the meaning given to it in the Agreement.
Definitions and Interpretation
Access ID - any access identification created to sign in to your Account or Accounts that is unique to you.
Account – all and any accounts of any nature which TBSPL has opened or maintained for you or for your benefit (including TBSPL’s trust accounts in Singapore held for the benefit of its customers, the Custodial Account, Securities Account, Futures Account and Margin Account) or, where you consist of more than one Person, any one or more of you.
Applicable Law – in addition to the definition of “Applicable Laws” in the Customer Agreement, such term as used in the Futures Terms shall include the constitution, by-laws, rules, regulations, customs and usages of the exchange or market where Futures Contracts are executed (and of the applicable clearing house, if any), and any applicable federal law as amended from time to time, and the rules and regulations thereunder and any applicable rules and regulations of self-regulatory organisations.
Assets – Securities and any items, goods, or properties belonging to you and, if applicable, documents of title thereto.
Associated Person – a natural person who is or has been entrusted with prominent public functions (including the roles held by a head of state, a head of government, government ministers, senior civil service officers, senior judicial or military officials, senior executives of state-owned corporations, and senior political party officials) whether in Singapore or a foreign country, and any immediate family members and close associates of such a natural person.
Authorised Person - a Person authorised by you to access the Services in relation to your Account.
Authorised Signatory - a Person authorised (whether solely or jointly with another Person) to give Instructions, orders, notices, communications, messages, information, or other materials in respect of your Account and its operation, to enter into any agreement or Transaction or to request for any Service or new Services to be provided by, or Accounts to be opened with or maintained by, TBSPL for your benefit.
Business Day – a day TBSPL is open during standard Singapore office hours and, in the context of Instructions and Transactions involving a foreign element, a day when banks and relevant financial markets and institutions are open for business in the country concerned.
“CAR” – ascribed to the term “Customer Account Review” under the Notice on the Sale of Investment Products issued by the MAS under SFA.
Clearing Firm - a registered broker-dealer who performs custodial duties and clearance and settlement services.
Collateral - any asset acceptable to each of TBSPL and the Clearing Firm from time to time furnished as continuing security for your obligations hereunder including cash, bonds, stocks, shares, and other types of Securities.
Customer Assessments - shall have the meaning ascribed thereto in Clause 4.
Contract Notes (Trade Confirmations) - the written confirmation of a Transaction which may be provided either electronically or on paper.
Custodial Account - an account established by TBSPL or its Intermediaries for your benefit and the purpose of holding your Assets and cash.
Customer Data - all information and documents relating to you (and, where applicable, your directors, partners, agents, representatives, shareholders and beneficial owners), your financial condition, any Account, the beneficial owners and beneficial ownership of the Accounts, the Services or any other products or services provided or proposed to be provided to you, your Assets, Collateral, any Transactions or dealings between TBSPL and you, the Terms and/or any other agreements between TBSPL and you including, but not limited to, Personal Data.
Debit Balance- a negative cash balance (which is subject to interest charges) in the Account, up to such amount as TBSPL may from time to time agree (taking into account such factors as TBSPL may think fit (including, but not limited to, the amount and type of Collateral held in the Custodial Account)) reflecting the debts owed by you to TBSPL.
Due Diligence - Investigations the checks that TBSPL may conduct (whether directly or through an agent) to confirm a Person's identity or particulars.
Electronic Instruction - any communication, instruction, Order, message, data information, other materials, or request received by TBSPL via the Electronic Trading Services and referable to the Access ID and/or Password or Authorised Person's Access ID and/or Password (including use of the Access ID and/or Password or Authorised Person’s Access ID and/or Password by any person, whether authorised or unauthorised by you or your Authorised Person) from you or your Authorised Person, or purporting to come from you or Authorised Person.
Electronic Trading Service - any electronic trading and other services or facilities which TBSL may make available to you from time to time, including through or at the Website, which allows for transmission, storage and processing of Electronic Instruction(s) and account maintenance, and offered via electronic means, including any card, electronic, computerised or telecommunication devices or modes of operating Accounts in or outside Singapore, and where the context requires, also means any Access ID or Password used to access electronic trading services.
Executing Broker - any contracted executing broker of TBSPL, providing order routing and market data services for markets for customers of TBSPL.
Event of Default - any, each, or all of the events of default described in Clause 32 of this Agreement.
FCM – Futures Commission Merchant, a registered broker of futures or futures-related product.
Financial Product - any Securities or Futures Contract which may be traded at an exchange or marketplace which TBSPL offers on its trading platform.
Futures Account - a segregated account established by TBSPL for your benefit and the purpose of your Transactions in connection with Futures Contracts.
Futures Contract – means an exchange-traded derivatives contract under which one party agrees to transfer title to an underlying thing (or a specified quantity of an underlying thing), to another party at a specified future time and at a specified price payable at that future time, or where the parties will discharge their obligations under the contract by settling the difference between the value of a specified quantity of an underlying thing agreed at the time of the making of the contract and at a specified future time. This includes an option on such an exchange-traded derivatives contract.
Futures Margin Call - a request from TBSPL for additional cash or Collateral to be used to cover your financial obligations and/or open positions for the purposes of meeting the Initial Margin and/or maintaining the Margin Maintenance Requirements.
H.K. – Hong Kong
HKD – the lawful currency of Hong Kong.
HKFE – Hong Kong Futures Exchange
Initial Margin - such initial margin requirement(s) as TBSPL may consider appropriate and impose on you from time to time and which be amended from time to time at the discretion of TBSPL.
Instructions - any communication, instruction, Order, message, data information, other materials, or request received by TBSPL, given or purportedly given by you or your Authorised Person or any other Authorised Signatory to TBSPL by such means as TBSPL may allow, and shall include an "Electronic Instruction".
Intermediary (or Intermediaries) - shall have the meaning ascribed thereto in Clause 5.
Liabilities - all moneys, obligations, and liabilities now or at any time hereafter due, owing, or incurred by you to TBSPL, wherever incurred, whether on an Account, or in respect of the Services or any Transaction or any Instructions or otherwise in whatever manner and actual or contingent, present or future and in whatever currency and whether solely or jointly and in whatever name, style, or form and whether as principal debtor or as surety, including all Margin Facilities extended to you, obligations assumed by TBSPL, any Intermediaries in your favour or other persons at your request, together with interest, commissions, fees, charges and all expenses, and legal costs on a full indemnity basis.
Loss - any and all expenses, losses, damages, liabilities, demands, charges, actions and claims of any kind or nature whatsoever.
Margin Maintenance Requirements - such margin maintenance or close-out margin requirement(s) as TBSPL may consider appropriate and impose on you from time to time, and which be amended from time to time at its discretion.
Margin Requirements - the Initial Margin and the Margin Maintenance Requirements.
MAS - the Monetary Authority of Singapore.
Natural Person – an individual human being.
Order - an order to buy or sell a Futures Contract or to otherwise enter into a Transaction, given or purportedly given by you or your Authorised Person or any other Authorised Signatory to TBSPL by such means as TBSPL may allow.
Password - any word, number, or combination thereof which is used to confirm your identity in entering your Access ID to access or use any of the provided systems or trading platforms.
PDPA - means the Personal Data Protection Act 2012 (Act 26 of 2012) of Singapore.
Personal Data – any data about an individual who can be identified from that data such as the individual’s name, NRIC, passport or other identification number, telephone numbers, address, email address and any other information relating to the individual, which you have provided to TBSPL.
Securities - as defined under the Securities and Futures Act 2001 of Singapore
Securities Account - a segregated account established by TBSPL for your benefit and the purpose of your Transactions in connection with Securities including Securities Margin Account if applicable
Services - the products and services, including but not limited to the Electronic Trading Services and all services provided in conjunction with the Electronic Trading Services, which are offered by TBSPL to its customers.
SFA - Securities and Futures Act 2001 of Singapore.
SGD - the lawful currency of Singapore.
Taxes - any fee or charge levied by a government agency in Singapore or any other relevant jurisdiction.
TBSPL – Tiger Brokers (Singapore) Pte. Ltd.
Terms / Futures Terms - shall have the meaning ascribed thereto in Clause 1.
Transactions - means any transaction effected by TBSPL with you or for your benefit including any transaction pursuant to or as a result of an Instruction and any transaction effected by TBSPL in relation to an Account.
Undersigned/(the) customer/you - yourself, acting on your own behalf, or acting in any authorised capacity for a Person or Persons.
USD – the lawful currency of United States.
US Person – a United States citizen or corporation, a fiscal resident of the United States or a person liable to tax in the United States on any grounds whatsoever.
Website – the URL address of TBSPL: www.tigerbrokers.com.sg
you - means the person or persons named in the Account application for purposes of registration at the website as the applicant(s), and where the context so admits, includes any one of those persons and may include one or more individuals, a partnership, a sole proprietorship or a corporation, and includes an Authorised User or an Authorised Signatory.
In this Agreement, and unless the context otherwise requires:
- headings and titles are inserted for convenience only and do not affect the interpretation of the contents;
- any reference to any agreement or document is to that agreement or document (and, if applicable, any of its provisions) as amended, novated, supplemented or replaced from time to time;
- any reference to any legislation or legislative provision includes any statutory modification or re-enactment of, or legislative provision substituted for, and any subordinate legislative provision;
- the singular includes the plural and vice versa;
- any reference to any gender shall include the other genders;
- any reference to TBSPL, Executing Broker, Clearing Firm's or FCM’s "discretion" shall be construed to refer to such entity's "sole and absolute discretion"; any determination to be made by such entity or any exercise by such entity of any rights or entitlement may be made at its sole and absolute discretion and, in every case, shall be conclusive and binding on you; and
- "Person" includes any individual, company, corporation, firm, partnership, joint venture, association, organisation, trust, state, or agency of a state (in each case, whether or not having separate legal personality).
1. Applicability of Customer Agreement
1.1 The terms and conditions in this Agreement, together with all disclosures, terms, conditions, rules, and regulations included on the Website, as the same may be amended, modified, supplemented, or replaced from time to time (collectively the "Futures Terms"), shall apply to and govern each Futures Account currently requested for, all Futures Accounts opened and currently maintained, and all Futures Accounts subsequently opened or established with TBSPL and/or its Intermediaries and in respect of all Transactions and Services.
1.2 The Futures Terms shall govern your use of and access to the Website and the Electronic Trading Service and shall constitute the entire agreement between you and TBSPL and supersedes all prior or contemporaneous agreements between TBSPL and you.
1.3 If, in respect of a given Account, Transaction or Service, any additional or specific terms are stated to apply, such additional or specific terms shall apply (as supplemented by and read together with this Agreement) in respect of that Account, Transaction or Service, and shall form an integral part of this Agreement.
1.4 If there is any conflict or inconsistency between the Futures Terms of this Agreement and any additional or specific terms in respect of the relevant Account, Transaction or Service, the latter shall prevail but only to the extent of such conflict or inconsistency.
1.5 No person has the authority to represent that these Futures Terms will not be enforced in accordance with its terms or to make any representation inconsistent with the terms of the Risk Disclosure Statements and the Risk Warning Statement concurrently delivered to you. TBSPL’s failure to insist on your strict adherence to the terms hereof shall not act as a waiver of its rights to so insist at any time thereafter, all such rights being cumulative and unconditional in nature.
1.6 By completing the Application Form, agreeing to open the Futures/Options Account (“Futures Account”), maintaining or operating a Futures Account, issuing any Instructions, entering into any Transaction or accessing, acquiring or using any Service in relation to Futures Contracts or Options on Futures Contracts (collectively refer to the “Futures Contracts”) from, with or through TBSPL, you acknowledges to TBSPL that you have received, read and understood the Futures Terms and all its contents, acknowledges and accepts the risks and other matters disclosed in the Futures Terms, and agrees to, and undertakes to be bound by, as applicable to the Account, Instructions, Transaction, and Service accessed, acquired or used. The Customer’s acknowledgements, acceptance, agreements and undertakings in this Clause shall be conditions precedent to TBSPL’s performance of its obligations under this Agreement.
2. Amendment of Terms
2.1 You acknowledge and agree that the Futures Terms may be amended, varied or supplemented by TBSPL from time to time by notice through the Website or by such other method of notification as TBSPL may designate (which may include notification by way of email or via Electronic Trading Service), such amendment to take effect on the date of such notice or on the date that TBSPL may specify without further consent from you.
3. Compliance with Applicable Laws
3.1 You acknowledge and agree that TBSPL will execute your Transactions via Executing Brokers, Clearing Firms and FCMs and all Transactions undertaken by you or on your behalf through TBSPL under the Futures Terms will be subject to the trading rules and policies of the Executing Brokers, the Clearing Firms and FCMs. In addition, any Order routed in any other jurisdiction, will also be subject to the Applicable Laws in the relevant jurisdiction.
3.2 You acknowledge and agree that your relationship with TBSPL hereunder, the opening, maintaining and operation of all Accounts, the provision of all Services, the implementation and execution of all Orders, and the entry into and settlement of all Transactions, shall be subject at all times to Applicable Laws. Notwithstanding anything herein to the contrary, TBSPL may take or refrain from taking any action whatsoever and you shall do all things required by TBSPL (including giving your full co-operation with any market, exchange or clearinghouse) in order for TBSPL to secure, procure or ensure for TBSPL’s benefit all compliance with Applicable Laws and TBSPL shall have no liability whatsoever to you for doing so.
3.3 You shall ensure that all necessary authorisations, licences, approvals and consents of any governmental or other regulatory body or authority applicable to each Transaction are obtained and that the Futures Terms thereof and of all Applicable Laws are complied with. TBSPL may require you to supply, and you shall supply such evidence of compliance with as TBSPL may require. Notwithstanding the foregoing, the absence or lack of any such authorisation, licence, approval or consent shall not be a bar to any action or proceedings for recovery of payment or delivery by TBSPL against you in respect of any Account, Service or Transaction.
3.4 You further acknowledge and agree that TBSPL shall not be required to inform or obtain prior consent from you to comply with any order or directive of any court or any applicable regulatory authority issued on or in respect of your Account. You also acknowledge and agree that TBSPL shall not be required to inform you after having complied with such order or directive, and TBSPL shall not be responsible for any loss whatsoever to your Account arising from TBSPL’s compliance with such order or directive.
3.5 TBSPL shall not be liable to you as a result of any action taken by TBSPL or its agent to comply with any Applicable Law. Any failure by TBSPL to comply with any Applicable Law shall not relieve you of any obligations under these Futures Terms nor be construed to create any rights thereunder in favor of you against TBSPL.
4. Customer Assessments
4.1 You acknowledge that your application to open a Futures Account or undertake a Transaction in Futures Contracts may be subjected to TBSPL having established that you have the requisite knowledge and/or competence under all Applicable Laws (including after carrying out the relevant Customer Account Review (“CAR”) requirements under the SFA, which TBSPL may repeat from time to time) (“Customer Assessments”). Where TBSPL has determined that such Customer Assessments are required of you under Applicable Laws: (i) if you are assessed or deemed by TBSPL not to possess the requisite knowledge and competence, TBSPL may refuse to permit you to open a Futures Account and/or to enter into any such Transaction in Futures Contracts, without TBSPL incurring any liability whatsoever to you for such refusal; and (ii) you may be assessed or deemed not to possess the requisite knowledge or competence in accordance with Applicable Laws or by reason of your failure or refusal to provide all relevant information and documents to TBSPL for such Customer Assessments or by reason of your refusal to carry out the Customer Assessments (including carrying out any updates to the Customer Assessments as may be required by TBSPL).
4.2 To the fullest extent permitted by law, TBSPL does not undertake any duty or obligation to ensure that any Transaction is suitable or recommended for you, and TBSPL shall not be regarded as making any recommendation or suitability representation to you by reason only that TBSPL permitted you to open a Futures Account or to enter into any Transaction in Futures Contracts.
4.3 In the case where you are considered an “Expert Investor”, “Accredited Investor” or “Institutional Investor” under Applicable Law and have declared the said Investor Status to TBSPL, TBSPL may assume that you to be better informed, and better able to access resources to protect your own interests, and therefore TBSPL may, at its sole discretion, permit you to open an Account or to enter into any Transaction without completing the Customer Assessments.
5. Use of Intermediaries
5.1 You acknowledge that TBSPL may, and you consent to and authorise TBSPL to appoint, engage or use from time to time directly or indirectly, any Person (including another broker, correspondent broker, executing broker, dealer, market-maker, exchange, clearing firm, clearing house, FCM, bank, custodian or other third party) ("Intermediary"), whether in Singapore or elsewhere, whether or not associated with, connected to or related to TBSPL, for the provision of any facilities and services to TBSPL.
5.2 The use of any Intermediary shall be upon such terms and conditions as TBSPL deems fit in its discretion. If TBSPL has exercised reasonable care in its selection of the Intermediary and contracted such Intermediary in good faith, you acknowledge, agree and accept that TBSPL shall not be liable or responsible to you for any and all Losses, claims, Liabilities, damages, costs of whatsoever nature or howsoever arising including profits or advantages which may be deprived or lost in connection with the use, engagement, or appointment of any Intermediary or any act or omission of such Intermediary (including any Intermediary default beyond TBSPL's control).
5.3 TBSPL shall not be responsible to you in any case for an Executing Broker’s or dealer’s inability to execute Orders (provided that TBSPL has contracted with them in good faith).
5.4 Without prejudice to the foregoing, TBSPL reserves the right to appoint any Executing Broker, Clearing Firm, or FCM as it may determine at its discretion or to transfer any of your Futures Accounts to the relevant Intermediary at its discretion. TBSPL will do so in order to ensure order execution and/or safety of your Assets. You acknowledge and agree that the Executing Broker, Clearing Firm or FCM shall be entitled to exercise any and all rights and remedies available to TBSPL, including but not limited to the right to cancel an outstanding Order, close out Transactions, or offset your Futures Contracts positions or other property held in your Futures Accounts to satisfy any outstanding Liability to the Executing Broker, the Clearing Firm and/or FCM. Such third party rights conferred on the Executing Broker, Clearing Firm and FCM do not establish any contractual relationships between you and the Executing Broker, the Clearing Firm and/or the FCM.
5.5 The Clearing Firm, the Executing Broker, and the Intermediaries, unless specifically stated otherwise, act as agent of TBSPL in providing Services to you. TBSPL does not in any way act as agent of the Clearing Firm, the Executing Broker or any of the Intermediaries. Your contractual relationships and recourse are to TBSPL, not the Clearing Firm, the Executing Broker, or any of the Intermediaries unless specifically provided otherwise herein.
6. Customer Information
6.1 For the purposes of opening and maintenance of an Account, you agree to immediately and voluntarily provide TBSPL with any and all information and documents that TBSPL may from time to time request from you including such information and documents as TBSPL may require under Applicable Laws such as to satisfy and/or fulfill its legal and regulatory requirements under the SFA, in particular, those relating to the prevention of money laundering and countering the financing of terrorism, whether issued by the MAS or otherwise or pursuant to the request or requirement of any court of competent jurisdiction, governmental, regulatory, tax or other agency, authority or body, exchange, clearing house, broker, dealer, market-maker, clearing firm, or relevant third party whether in or outside Singapore.
6.2 You represent and warrant that the information provided to TBSPL at any time, including but not limited to application to open an Account, setting up account profile, completing of Customer Assessment document, giving Instructions, entering into a Transaction and any and all other information and documents requested by TBSPL, is true, complete, accurate, and not misleading in any respect.
6.3 You further understand that you have a duty to, and agree and undertake to, immediately update TBSPL on such information and documents if such information, documents, or financial circumstances provided by you to TBSPL changes. You further represent and warrant that such updated information and documents will be true, complete, accurate, and not misleading in any respect. If you fail to do so, TBSPL shall not be responsible for any resulting Loss, damage, claim, action, or cost to you.
7. Consent to Disclosure of Personal Data and Information
7.1 You may have provided and may, from time to time, provide to TBSPL personal data concerning you or your directors, officers, employees, Authorised Persons, Authorised Signatories, partners, shareholders or beneficial owners (collectively “Natural Persons”).
7.2 You acknowledge that failure to supply all of the data requested by TBSPL may result in TBSPL being unable to provide you with the Accounts and/or Services contemplated under the Futures Terms or to enter into any Transactions.
7.3 When disclosing such Personal Data to TBSPL, you represent, warrant and undertake that:
7.3.1 for any Personal Data of individuals that you are or will be disclosing to TBSPL, you would have prior to disclosing such personal data to TBSPL obtained the appropriate consent from the Natural Persons whose personal data are being disclosed to: (i) permit you to disclose the Natural Persons' Personal Data to TBSPL for the Purposes (as defined under Clause 7.4); (ii) permit TBSPL (in Singapore or elsewhere) to collect, retain, use, disclose and/or process the Natural Persons' personal data for the Purposes; and/or (iii) notify TBSPL if you at any time receive notice from any such Natural Person that such Natural Person has withdrawn his consent to the collection, use or disclosure by TBSPL of Personal Data about him for any Purpose;
7.3.2 you shall give TBSPL notice in writing as soon as reasonably practicable should you become aware that any Natural Person mentioned above has withdrawn such consent as set out above under Clause 7.3.1. Without prejudice to TBSPL’s rights under any Applicable Laws and/or any other agreement between TBSPL and you, upon the receipt by TBSPL of the said notification or, in the event that TBSPL at any time receives notice from any such Natural Persons that such Natural Person has withdrawn his consent to the collection, use or disclosure by TBSPL of personal data about him for any Purpose, TBSPL shall have the right to discontinue or not provide any of the Accounts and/or Services contemplated under the Futures Terms or to enter into any Transactions in relation to Futures Contracts; and you shall otherwise assist TBSPL to comply with the PDPA.
7.4 You hereby agree, authorise and consent to allow TBSPL and its directors, officers, employees, agents, representatives, contractors and/or third party service providers collecting, using, disclosing, and/or processing any and all of the personal data and/or Customer Data for any one or more of the following purposes (collectively, the "Purposes"):
7.4.1 to perform any obligations in the course of or in connection with TBSPL provision of the goods and/or services requested by you;
7.4.2 for verification purposes (i) credit checking; (ii) data verification, including comparing with any other personal data (howsoever collected);
7.4.3 to review and approve your application for the Account, products or services provided or to be provided to you, conducting initial and anticipatory credit checks and assessments, relevant checks and reviewing your on-going creditworthiness or any other person;
7.4.4 to carry out new or existing client verification procedures and ongoing account administration;
7.4.5 to respond to, handle, and process queries, requests, applications, complaints, and feedback from you;
7.4.6 to administer and/or manage your relationship and/or Account(s) with TBSPL;
7.4.7 to process payment or credit transactions;
7.4.8 to provide you with marketing, advertising and promotional information, materials and/or documents relating to the investment products and/or services that TBSPL or its business partners may be offering or managing, whether such products or services exist now or are created in the future via following modes of communication: (i) postal mail and/or electronic transmission to email address; and (ii) telephone contact number by way of voice, text (SMS/MMS), fax, VOIP based smart phone application such as WhatsApp, Viber, etc;
7.4.9 to develop and improve any products and services offered or to be offered by TBSPL to meet your needs;
7.4.10 to comply with any Applicable Laws, regulations, codes of practice, guidelines, or rules, or to assist in law enforcement and investigations conducted by any governmental and/or regulatory authority, including all government agencies and authorities, tax authorities, regulators, exchanges, clearinghouses, markets, or depositories;
7.4.11 to whom TBSPL is under a duty to disclose;
7.4.12 to whom such disclosure is considered by TBSPL to be in TBSPL’s interest;
7.4.13 any other purposes for which you have provided the information;
7.4.14 any other incidental business purposes related to or in connection with the above; and/or
7.4.15 to transmit to TBSPL’s affiliates or any unaffiliated third parties including TBSPL’s Intermediaries, third party service providers and agents, and relevant governmental and/or regulatory authorities, whether in Singapore or abroad, for one or more aforementioned purposes.
7.5 You further authorise TBSPL to make such enquiries and carry out such credit checks and assessment on you and to obtain from any third party any and all information regarding you or your relationship or account(s) with such third party as TBSPL may in its sole and absolute discretion deem fit and undertake to execute and deliver such documents as TBSPL may require for the purposes of such enquiries, credit checks and assessment and the obtaining of such information, including but not limited to a letter of authorisation in such form as TBSPL may require.
7.6 You further acknowledge and agree that any Futures Account established pursuant to the Futures Terms shall be subjected to anti-money laundering requirements established by applicable government agencies or self-regulating organisations. Accordingly, you shall promptly provide any documents or certifications requested by TBSPL which TBSPL believes are necessary or advisable to obtain for anti-money laundering compliance purposes.
7.7 To the extent that Applicable Laws allow, you have the right to access and/or correct your Personal Data. You acknowledge that some Personal Data may be exempt from such access and/or correction rights. Any such request for access to and/ or correction of your Personal Data should be in writing and addressed to TBSPL at its address for the time being in force. TBSPL may charge an administrative fee for the processing of any request to access Personal Data.
7.8 You consent to TBSPL transferring any Personal Data and/or Customer Data to any party to whom TBSPL is authorised to disclose the same to under the Futures Terms notwithstanding that such party's principal place of business is outside of your country of domicile or incorporation, as the case may be, or that such data following disclosure shall be collected, held, processed, or used by such party in whole or part outside of your country of domicile or incorporation or the transfer is otherwise made to a person outside Singapore.
7.9 For the avoidance of doubt, in the event that Singapore personal data protection laws or Applicable Laws permit an organisation such as TBSPL to collect, use or disclose Personal Data without consent, such permission as may be granted shall continue to apply.
7.10 You agree that where its written consent or permission is required by law, regulation or otherwise for any such collection, use, disclosure and/or processing of personal data by TBSPL, the signing or electronic agreement or acceptance via application form(s), account opening document(s), consent form(s), and/or other methods of consent notification, as well as in any other manner permitted by law or regulation shall constitute and be deemed to be sufficient written consent or permission for such collection, use, disclosure, and/or processing of Personal Data.
7.11 TBSPL's rights under the above Clauses shall be in addition to and without prejudice to TBSPL’s other rights and powers available pursuant to any other statutory provision and in any law or regulation and nothing herein is to be construed as limiting any of these other rights and powers.
7.12 Where Personal Data is transferred to any of TBSPL's related companies, affiliates, agents, or third parties outside of Singapore, TBSPL will ensure that such entities provide a standard of protection to Personal Data so transferred that is comparable to the protection under the PDPA.
7.13 If you do not wish for TBSPL to collect, retain, use or disclose your Personal Data for any of the above Purposes, to the extent applicable under Singapore personal data protection laws and regulations, you may withdraw your consent at any time by written notice to TBSPL, however, depending on the circumstances and the nature/ extent of your withdrawal, the withdrawal of consent may result in TBSPL's inability to open or maintain any of the Accounts or to provide you with (or continue providing you with) any Service, enter into any Transaction or maintain any of your positions and hence, may result in the termination of your customer relationship and/or the Accounts with TBSPL or result in other consequences of a legal nature which may arise by virtue of your legal relationship with TBSPL.
8. Joint Account
8.1 If an Account is opened or maintained in the name of more than one person (referred to herein as a "joint account"), the expression "you" shall refer to each person jointly and severally (each such person referred to herein as the "joint account holder"), and the liability of each joint account holder under the Futures Terms shall be joint and several. Each joint account holder will be able to view the joint account through the Electronic Trading Service and transact, give, authorise or issue Instructions in relation to such joint account, which TBSPL may choose to act upon. The Orders or agreement of any one joint account holder shall be deemed to be the Orders or agreement of all joint account holders.
8.2 TBSPL may at any time require all joint account holders to expressly give their consent to TBSPL in such manner as TBSPL deems appropriate before TBSPL chooses to act upon any Instruction in relation to any joint account.
8.3 You acknowledge and agree that TBSPL may suspend or terminate your access to (including your ability to view) any joint account of yours through the Electronic Trading Service.
8.4 You acknowledge and agree that TBSPL is entitled to decline to act upon any Instructions in respect of any joint account without incurring any responsibility for Loss, liability, or expense arising out of so declining to act.
8.5 TBSPL may debit the joint account at any time in respect of any sum howsoever due or owed to TBSPL by any of the joint account holders.
8.6 TBSPL may deliver Futures Contracts, and/or other property upon the Instructions of any joint account holder to any one joint account holder, and such delivery shall constitute full and complete delivery by TBSPL and shall be deemed to be sufficient delivery to all joint account holders.
8.7 TBSPL may send Contract Notes, and Communications of any kind, to any one joint account holder, and such action shall be deemed to have been addressed and/or sent to all of the joint account holders. Where any joint account holder shall have received or is deemed to have received any such Contract Note or Communication, all joint account holders shall be deemed to have received the same.
8.8 No joint account holder shall be discharged, nor shall his liability be affected by, any discharge, release, time, indulgence, concession, waiver, or consent at any time given or effected in relation to any one or more of the other joint account holders.
8.9 The doctrine of survivorship shall apply to any Account opened by you comprising more than one person, as between and as amongst the joint account holders provided that any and all of your property shall be held to the order of the survivor(s) subject to the full discharge by the survivor(s) of any and all your obligations and liabilities (including the deceased person) to TBSPL under the Futures Terms of this Agreement.
9. Notices and Communications
9.1Reports, statements, Contract Notes, notices and any other communications given hereunder (collectively refer as “Communications”) may be transmitted to you by TBSPL (or by any Intermediary appointed on behalf of TBSPL) via the Website or the Electronic Trading Services, or by telephone, electronic mail, facsimile or post to any of your address, telephone number, fax number, or email address (each such detail a “Contact Detail”) provided by you to, and last known to, TBSPL. You hereby undertake to keep each Contact Detail updated at all times and to regularly check your email and telephone for Communications from TBSPL. All written communication shall be deemed received by you: (i) two (2) days after dispatch by post to your last mailing address known to TBSPL if the same is a Singapore address or five (5) days after dispatch by post to your last mailing address known to TBSPL if the same is not a Singapore address; (ii) immediately upon delivery, if delivered personally to you; and (iii) at the time of dispatch or transmission by TBSPL if sent by facsimile or electronic mail to any of your relevant facsimile or electronic mail addresses last known to TBSPL, whether or not actually received by you.
9.2 All Communications (other than Instructions relating to Orders) may be sent by you in writing and sent by hand or registered mail, or via email, telephone, or facsimile transmission to TBSPL, and all Communications sent to TBSPL will only be effective upon receipt by TBSPL of the same. You hereby waive all rights, if any, to bring an action against TBSPL for any of the Communications you receive from TBSPL.
9.3 By consenting to the electronic delivery of all information relating to your Account, you authorise TBSPL to deliver all Communications by the following means: (i) by email to the email address specified by you; (ii) by posting the Communication on the Website, other sites on the Internet where the Communication can be read and printed; (iii) by sending you an email that includes a hyperlink to the Website or an address on the Internet where the information is posted, and can be read and printed; and (iv) by sending you a notice that directs you to an address on the Internet or a place within the website where the Communication is posted and from which it can be read and printed. Such delivery will be an effective delivery to you for the purposes of any Applicable Law whether or not the Communications are accessed or reviewed. You agree that TBSPL fulfils its legal obligation to deliver you any Communications if sent via electronic delivery. You shall notify TBSPL if you are unable to receive electronically delivered documents. Should you experience any difficulty opening a document electronically delivered by TBSPL, you shall promptly notify TBSPL in order to allow TBSPL to make the required delivery by other means or otherwise amend delivery. Failure to advise TBSPL of such difficulty within forty-eight (48) hours after delivery shall serve as an affirmation that you were able to receive and open such document. In the event that an email notification sent to you is returned to TBSPL as undeliverable, TBSPL will contact you. TBSPL may elect to deliver Communications by other means which shall not affect your consent.
9.4 You may withdraw such consent at any time by providing electronic notice to TBSPL through Website or request by telephone. Upon receiving such request, TBSPL may provide your Account Statements by post, in which TBSPL reserve the right to levy an administration charge or TBSPL may, in its sole and absolute discretion, terminate your Account.
10. Update of your Information
10.1 You acknowledge that TBSPL is required to obtain and record your personal and financial information to facilitate the opening, ongoing operation and maintenance of your Account, including monitoring your Account for compliance with regulatory requirements. You hereby agree to ensure all information provided by you is at all times accurate and current. You also agree to provide, upon request, further information and verification of all information and immediately notify TBSPL in writing of any change to your information provided.
10.2 It shall be your duty and you hereby undertake (without the need to be prompted by or being so requested to do so by TBSPL) to TBSPL that you shall promptly notify TBSPL in writing of any change in, including but not limit to the Contact Details: (i) your particulars, circumstances, status, including any change in citizenship, residence, tax residency, address(es) on record, telephone and facsimile numbers and email addresses; (ii) where applicable, your constitution, shareholders, partners, directors or company secretary, or the nature of your business; (iii) if you are a corporation or other entity, your corporate or organisational structure; and (iv) any information and/or document relating to any Account or to this Agreement or the Application Form as supplied to TBSPL (including valid copies of identification documents such as passport particulars' page and Personal Data relating to any Natural Person).You undertake to provide any relevant supporting documents as TBSPL may request for verification of such information updated. If you fail to comply with this Clause, TBSPL shall be entitled to take such action or refuse to take any action as TBSPL may deem fit (including but not limit to suspending or closing the Account) and TBSPL shall not be responsible for any resulting Loss to you. Any change will be effective only upon TBSPL’s receipt of your notification and after TBSPL’s verification where it deems necessary.
11. Electronic Contract Notes and Account Statements
11.1 You acknowledge and consent to that TBSPL will provide you Contract Notes and Account Statements electronically in lieu of the hard copy of such documents. TBSPL will provide you with an encrypted, secure inbox at the Account Management System website for receipt of all Contract Notes and Account Statements, which can only be accessed by signing in with your Access ID at the Website.
11.2 You shall check and verify all Account Statements and Contract Notes supplied by TBSPL. Unless you object by (i) a verbal notice to the contrary within 14 days of the deemed delivery of such statement or confirmation; and (ii) follow by a written confirmation of such verbal notification from you to TBSPL within five (5) Business Days of such verbal notification, you will be deemed conclusively to have:
11.2.1 accepted and ratified all the matters contained in such Account Statements or, as the case may be, Contract Notes as true and accurate and binding on you, subject to TBSPL's right to rectify any error which TBSPL determined may have been made or reflected; and
11.2.2 waived all rights to bring an action against TBSPL in respect of any error or omission.
11.3 Notwithstanding any other provision in this Agreement or any other agreement or arrangement between you and TBSPL to the contrary, all objections shall be deemed received by TBSPL only if actually delivered or sent by registered mail, with return receipt requested. TBSPL may at any time rectify any error on any entry, Account Statement or Contract Note which has been proved to its satisfaction, and may demand immediate repayment from you of any monies erroneously paid over to you as a result of such error. You shall immediately notify TBSPL if an Account Statement or Contract Note is not received by you in the ordinary course of business.
12. Electronic Instructions and Communications
12.1 You agree to the following terms and conditions with respect to all your Instructions in connection with Futures Contracts:
12.1.1 When you agreed and accepted the Futures Terms and any other agreement TBSPL may require from time to time, you authorised TBSPL to act as your broker to purchase, execute, invest in, sell or in any dealing in connection with Futures Contracts for your Futures Account based on your Instructions.
12.1.2 Where the Electronic Trading Services are made available to you by or through TBSPL, any Orders placed through the Electronic Trading Services shall be subject to, and you agree to comply with, all terms and conditions as TBSPL and/or any other relevant third party service provider may from time to time prescribe for the your access and use of such Electronic Trading Services. You acknowledge and agree that access to such Electronic Trading Services is provided on an "as is" and "as available" basis and TBSPL makes no representation or warranty of any kind, express or implied, with respect to the functionality, operation, content or otherwise of such Electronic Trading Services and does not represent or warrant that the Electronic Trading Services or any part thereof is free from defect, failure or interruption or that they are fit for your purposes or any particular purpose and, without prejudice to the foregoing, TBSPL shall not in any event be liable for any system error, faults or failure of the Electronic Trading Services whatsoever and howsoever caused other than by the gross negligence or willful misconduct of TBSPL. You shall indemnify, hold harmless and fully indemnify TBSPL from and against any and all losses, damages, actions, expenses, costs, charges and liabilities (including legal costs on a full indemnity basis) suffered or incurred by TBSPL in connection with your access to and use of such Electronic Trading Services and your acts or omissions in connection therewith, other than where such losses are directly caused by TBSPL's own gross negligence or willful misconduct.
12.1.3 Under no circumstances shall TBSPL, its Intermediaries or any other FCM with whom TBSPL or its Intermediaries has custodial and/or clearing relationship have any responsibility or liability to you in the event that, whether because of electronic or other mechanical failure, system failure or delay, force majeure, or any other reason, (i) you are unable to access the Electronic Trading Services or use the Website or trading platform, whether to place an Order, receive Futures Account related information, or otherwise engage in any futures related activities, or (ii) any exchange or clearinghouse sustains any mechanical, electrical or other failure, delay, interruption, or congestion, whether or not such results in a failure to maintain an orderly market, failure or delay in the execution, clearance, or confirmation of Transactions for the Futures Account or otherwise.
12.1.4 You will not transmit Orders for Transactions in connection with Futures Contracts to TBSPL using electronic communications except through the Electronic Trading Services designated by TBSPL for the express purpose of placing Orders. You understand that TBSPL will not act upon Orders transmitted through electronic communications other than Orders you transmit through the Electronic Trading Services. TBSPL, in its discretion, may decline to execute any of your Orders for a variety of reasons, including, but not limited to the size of the Order, market conditions, violations of the Futures Terms, violation of TBSPL’s stated policies, inadequate Account equity, insufficient Collateral, risk considerations, and other matters affecting trading generally.
12.1.5 All use (or purported use) of or access (or purported access) to the Electronic Trading Service by an Authorised Person shall be deemed to be your use or access. All references to your use (or purported use) of or access (or purported access) to the Electronic Trading Service in the Futures Terms shall be deemed to include the Authorised Person's use or access, where applicable.
12.2 You acknowledge and agree that any use (or purported use) of or access (or purported access) to the Electronic Trading Service and any information or data referable to the Access ID or Password or those of the Authorised Person and any Instructions shall be deemed to be, as the case may be: (i) for Electronic Instructions, use of or access to the Electronic Trading Service by you or such Authorised Person; (ii) information or data validly transmitted or issued by you or such Authorised Person; or (iii) Instructions transmitted or validly issued by you or such Authorised Person, and TBSPL shall be entitled (but not obliged) to act upon, rely on, or hold you solely responsible and liable in respect thereof as if the same were carried out or transmitted by you or such Authorised Person.
You further acknowledge and agree that you shall be bound by and agree to fully indemnify TBSPL against any and all Losses, liabilities, claims, damages, and expenses (including legal fees) attributable to, any use of or access to the Electronic Trading Service referable to the Access ID or Password or those of an Authorised Person. You agree to promptly provide TBSPL with any relevant information that would affect your Accounts.
12.3 An Access ID and Password may either be (i) determined and issued to you by TBSPL; or (ii) provided by you and accepted by TBSPL in its discretion. TBSPL may at any time in its discretion forthwith invalidate the Access ID and/ or Password without giving any reason or prior notice and shall not be liable or responsible for any Loss suffered by or caused by you or arising out of or in connection with or by reason of such invalidation.
12.4 You are to notify us immediately if you (i) become aware of any loss, theft, or unauthorised use of your Access ID and/or Password; (ii) have knowledge that or have reason for suspecting that the confidentiality of the Access ID and/or Password has been compromised; or (ii) receive a Contract Note for an Order that you did not place; or (iv) fail to receive an accurate Confirmation/Contract Note for an Order you did place.
12.5 You hereby agree to change your Password from time to time and you are responsible for the confidentiality and use of your Access ID, Password, Account Number, and for all Securities and other Transactions initiated through these means. Any Orders communicated to TBSPL through these means will be considered to have been sent and authorised by you (whether such use is authorised or not).
WARNING: DO NOT SHARE YOUR ACCOUNT NUMBER, PASSWORD, OR ACCESS NUMBER WITH ANYONE WHOM YOU DO NOT WANT TO HAVE REGULAR ACCESS TO YOUR ACCOUNT!
12.6 You agree that TBSPL shall in no way be liable for any damages, expenses, Losses, or costs incurred by you as a result of any Instruction which was fraudulently sent from a compromised Security Device or Password. Further, you agree that TBSPL shall in no way be liable for any damages, expenses, Losses, or costs incurred by you as a result of inaccessibility of your Account due to the suspension or cancellation of a Security Device or Password.
13. Instructions/ Orders
13.1 TBSPL will execute Orders for Transactions in connection with Futures Contracts on your behalf, at your risk and upon your specific Instructions, provided that the traded products are of a type and are traded on markets in which TBSPL in prepared at its discretion to transact.
13.2 You expressly acknowledge and agree that it is your responsibility to understand how an Order operates and the relevant rules and regulations of the exchanges in which the Orders may be routed to before you place any such Order with TBSPL and you are solely responsible for ensuring the accuracy and completeness of all Instructions.
13.3 TBSPL is not obliged to act on any of your Instructions or enter into any Transaction with you for any reason and without giving any reason therefore and TBSPL shall not be responsible for or liable to you whatsoever as a result of such refusal to act, including but not limited to if: (i) any Instructions are, in TBSPL’s opinion, incomplete, unclear, conflicting, ambiguous or inconsistent with any other Instructions; (ii) any Instructions might cause TBSPL to contravene any Applicable Laws (whether or not having legal and binding effect); (iii) TBSPL has any doubt on the authenticity, clarity or completeness of the Instruction; and (iv) the form or content of such Instruction is not in accordance with the requirements or policies or practices as prescribed by TBSPL from time to time.
13.4 TBSPL may, at its discretion, rely on oral and written Instructions which TBSPL reasonably believes to be given by you or any person(s) granted trading authorisation by you, and the Transactions executed as a result of those Instructions shall be fully binding on you. Notwithstanding the above, any incomplete, general, or ambiguous Instructions may be interpreted and processed in good faith by TBSPL’s representative in the most reasonable manner in accordance with industry standards. TBSPL shall in no way be liable for acting on such incomplete, general, or ambiguous Instructions, and you shall reimburse TBSPL for any damages, expenses, or Losses that may result from investigations or lawsuits that pertain to such an occurrence.
13.5 You agree and acknowledge that the Executing Broker(s), Clearing Firm(s) and FCM(s) are authorised to and may accept from and rely upon TBSPL for Orders for the purchase and sale in your Account of Futures Contracts and other property in connection with Futures Contracts and any other Instructions concerning your Futures Account.
13.6 TBSPL will not accept Orders by phone, fax or email. All Orders MUST be entered via the trading platforms (which requires that orders are placed through the Electronic Trading Service), or communicated over the telephone with a representative of TBSPL, where applicable. You agree that any placement of Orders through the trading platforms or via telephone ("Order Request") are subject to the following terms: (i) if TBSPL, in its discretion, takes the Order Request, TBSPL may, but is not obliged to, enter such Order Request on your behalf into the Electronic Trading Services, in which case TBSPL will use reasonable endeavours to enter such Order Request into the Electronic Trading Services as soon as practicable. You acknowledge and agree that this may not be possible if the Electronic Trading Services are unavailable due to failure, breakdown, or outages of computer systems, telecommunications networks or systems or other network resources beyond TBSPL’s control or other similar events, actions, or omissions beyond TBSPL’s control.
13.7 TBSPL may in its sole and absolute discretion refuse to take any such Order Request and/ or refuse to enter such Order Request on your behalf into the Electronic Trading Services without providing any reason therefore.
13.8 Unless otherwise provided, all Order Requests are deemed "Orders" (as such term is used in the Futures Terms) and accordingly shall be subject to the terms and conditions of the Futures Terms, which terms shall apply in full force and effect to all Order Requests. You acknowledge that any Order Request will not be binding on TBSPL and that no Transaction in connection with Futures Contracts is executed until and unless such Order Request has been entered and executed on the Electronic Trading Services pursuant to the terms and conditions of the Futures Terms.
13.9 You are responsible for the monitoring of all of your Orders entered into TBSPL’s Electronic Trading Services until such Order is confirmed or cancellation is acknowledged by TBSPL.
13.10 Without prejudice to Clause 12.2, 12.5, 12.6, TBSPL is not obliged to (but may in its discretion choose to) verify and satisfy itself as to the identity of the person purporting to give Instructions or the source and origin of such Instructions. If TBSPL exercises its rights to do so, it may refuse to rely or act upon any such Instruction unless and until TBSPL is satisfied as to the matters on which TBSPL sought verification.
13.11 TBSPL shall act your Instructions as soon as reasonably possible, but in the absence of gross negligence or willful misconduct on TBSPL's part, TBSPL shall not be responsible for or liable to you for any Losses, damage, claims, actions, costs, charges, or expense, or any adverse market change arising from and in connection with (a) your providing Orders via fax or email which are NOT accepted nor acted on by TBSPL; (b) any Loss, failure, error or delay in the transmission or wrongful interception of any Order through any equipment or system, including the Electronic Trading Services; and (c) any delay in entering, or inability to enter, Orders based on or relating to an Order Request into the Electronic Trading Service (whether such delay or inability is caused by TBSPL or any of its representatives or agents).
13.12 Computer-based systems such as those used by TBSPL are inherently vulnerable to disruption, delay or failure. YOU MUST MAINTAIN ALTERNATIVE TRADING ARRANGEMENTS IN ADDITION TO YOUR TBSPL ACCOUNT FOR EXECUTION OF YOUR ORDERS IN THE EVENT THAT THE ELECTRONIC TRADING SYSTEM IS UNAVAILABLE.
13.13 You acknowledge that some electronic markets permit continuous trading and that access to those markets may not be provided by TBSPL or its Intermediaries. Under no circumstances shall TBSPL or its Intermediaries bear any liability to you for any losses that may result from the inability to access markets due to such restrictions. You shall bear sole responsibility for the cancellation of all unexecuted Day Orders that can be executed during market hours for which access is not provided by TBSPL or its Intermediary. If TBSPL or its Intermediaries believes that execution or attempted execution of any Order might contravene any Applicable Law or violate internal policies, TBSPL or its Intermediary in its sole discretion, may delay or refuse to execute any Transaction, at any time.
13.14 TBSPL is not obliged to accept, or to subsequently execute or cancel, all or any part of a Transaction or any Instruction that you seek to execute or cancel. Without limitation of the foregoing, we have no responsibility for transmissions that are inaccurate or not received by TBSPL, and TBSPL may execute any Transaction on the Futures Terms actually received by TBSPL.
13.15 You further understand and agree that:
13.15.1 if you choose to change or cancel any Order entered before execution is completed (and notwithstanding that TBSPL did not inform you that your Order has been partially executed), you shall remain liable for all Transactions which were done for your Futures Account until TBSPL accepts your withdrawal. TBSPL shall take no responsibility for the loss due to any delay in changing or cancelling of the Orders for any reason.; and
13.15.2 where any jurisdiction restricts foreign ownership of Financial Products or any of their underlyings, TBSPL shall have no duty to monitor and inform you of such restrictions and ascertain your nationality against such restrictions or whether the Financial Products or their underlyings which are the subject of any Transaction or proposed Transaction are approved for foreign ownership.
13.16 TBSPL shall not be obliged to enter into any Transaction if:
13.16.1 there are insufficient monies held in cleared funds or due to be received under any sale Transactions to the credit of your Futures Account or held for your benefit to meet Initial Margin or the Margin Requirement needed to establish the Futures Contracts position. any purchase price (or any other amount payable by you under such Transaction) together with any estimated expenses to be incurred in connection with such Transaction; or
13.16.2 there are insufficient monies in the Futures Account to meet such establishment and the expenses, including but not limit to the commission fee of Futures Contracts position in TBSPL's opinion.
Without prejudice to the foregoing, where you have placed several Orders or Instructions and there are insufficient monies to meet the resulting obligations, TBSPL may, in its discretion, decide which of the Orders or Instructions will be executed, irrespective of the order in which, or dates on which TBSPL received them. TBSPL shall be entitled to debit the relevant Futures Account with the amount payable for any Transaction on or (at TBSPL's discretion) at any time before the settlement date.
13.17 Acceptance of an Order for placement does not constitute an agreement or representation by TBSPL that there is sufficient margin in the Futures Account to support the resulting position. You acknowledge that TBSPL may set minimum net liquidating equity for the Futures Account. You hereby acknowledge your responsibility to keep appraised of current Margin Requirements in connection with all trading activities, agree to post all required margin for trades, and agree to be liable for the losses incurred on all trades, regardless of whether there is sufficient margin posted when the trade is ordered.
13.18 TBSPL reserves the right to cause any of your Orders to be routed for execution to one or more exchanges if TBSPL's Executing Broker, in its discretion, determines that the same will result in the best execution of your Order.
13.19 TBSPL will typically act as your broker in entering into Transactions effected by TBSPL on your behalf and you will therefore be bound by such Transactions entered into or transmitted to the Executing Broker by TBSPL. Notwithstanding this, you agree that neither the relationship between you and TBSPL as described in the Futures Terms nor any other Service that TBSPL provides to you shall give rise to any fiduciary or equitable duties on TBSPL's part. All Transactions are subject to rules and policies of relevant markets, clearing houses and FCMs, and Applicable Laws and regulations.
TBSPL SHALL NOT BE LIABLE FOR ANY ACTION OR DECISION OF ANY EXECUTION BROKERS, EXCHANGE, MARKET, DEALER, CLEARING HOUSE, FCM OR REGULATOR.
13.20 You are fully aware of, acknowledge and understands the risks associated with communicating Instructions by telephone or any other form of electronic communication including the risk of misuse and unauthorised use of Access ID and/or password by a third party. You accept full responsibility for monitoring your Instructions and safeguard the secrecy of your Access ID and password and agree that you shall be fully liable and responsible for any and all unauthorised use and misuse of your Access ID and/or password, and also for any and all acts done by any person through using your Access ID and/or password in any manner whatsoever.
14. Prior Consent for TBSPL acting as Principal
14.1 You understand, acknowledge, and agree that TBSPL, its affiliates, or other Persons connected with any of them may be (i) assuming the role of the counterparty and dealing as principal for its own account; or (ii) acting as agent or trustee or intermediary for the counterparty in relation to the products, investments, or transactions which you transact in through or with the assistance or involvement of TBSPL.
14.2 You hereby irrevocably and unconditionally consent to TBSPL’s acting in such capacities or position of conflict and hereby authorise TBSPL to continue to enter into such transactions for you without prior notice before executing your Instructions and despite TBSPL acting in such capacities or position of conflict. You confirm that notwithstanding any such conflict of interest and any remuneration, profits, fees, commissions, rebates, discounts, or other benefits or advantages (whether financial or otherwise) which TBSPL may make or receive in respect thereof, you will have no claim against TBSPL for, and TBSPL shall be entitled to retain and shall have no obligation to disclosure to you or any other Person (and you or any other Person shall not be entitled to ask for disclosure of) the fact or amount of any monetary gain or whatsoever. You also agree that TBSPL will not be responsible for any Losses including loss of profit, or damage which may result from any such conflict.
15. Use and Access of Materials/ Electronic Trading Services
15.1 You agree to comply with any and all the guidelines, notices, operating rules and policies and instructions pertaining to the use and/or access of the Materials and Electronic Trading Services, as well as any amendments to the aforementioned, issued by TBSPL, from time to time.
15.2 Where TBSPL grant you access to the Materials and Electronic Trading Services, TBSPL shall grant you a personal, limited, non-exclusive, revocable, non-transferable and non-sublicensable licence to use the Materials and Electronic Trading Service pursuant to and in strict accordance with the Futures Terms. We may provide certain portions of our Electronic Trading Service under licence from third parties, and TBSPL reserves the right to revise the guidelines, notices, operating rules and policies and instructions at any time and you are deemed to be aware of and bound by any changes to the foregoing upon their publication on the Materials and Electronic Trading Service. If you do not accept the amendments, you must stop using/ accessing the Materials and Electronic Trading Services.
15.3 TBSPL provides the Materials and Electronic Trading Services to you only for your personal use and only for the purposes, and subject to the Futures Terms. You may not sell, lease, disseminate, reproduce, or provide, directly or indirectly, any or any portion of the Materials and Electronic Trading Services to any third party except as permitted by this Agreement. You acknowledge that all proprietary rights in the Materials and Electronic Trading Services are owned by TBSPL or by any applicable third party licensors or service providers engaged by TBSPL to provide such Services, and are protected under copyright, trademark and other intellectual property laws and other Applicable Laws.
15.4 You agree and undertake NOT to and shall procure that you and/or Authorised Person does not: (i) use any equipment, device, software, or material which you and/or Authorised Person know or have reason to suspect contains any viruses, worms, malicious code or damaging component which may corrupt the Electronic Trading Service’s data or interfere with the operation of the Electronic Trading Service; (ii) transmit any materials or information through the Electronic Trading Service which are or may be offensive, indecent, harassing, defamatory, threatening or unlawful under Applicable Laws or which you and/or Authorised Person knows or have reason to suspect contains any viruses, worms, malicious code or damaging components which may detrimentally interfere with the Electronic Trading Service or the operation of the Electronic Trading Service; (iii) use any of the electronic communication feature to solicit TBSPL’s other customers or others; and/or (iv) use the Electronic Trading Service other than in conformance with the acceptable use policies of any connected computer networks and any applicable Internet standards.
15.5 TBSPL and its third party licensors or service providers (as the case may be) shall retain the intellectual property rights in all elements of the software and such software and databases within the Electronic Trading Services and you shall not in any circumstances, obtain title or interest in such elements other than as set out in this Agreement.
16. Market Data
16.1 You hereby acknowledge and agree that for any market data or other information that TBSPL or any of TBSPL’s third party service provider (collectively referred as “the market data providers”) provide to you in connection with your use of any Electronic Trading Services, you agree that:
16.1.1 all market data is protected by copyright laws. You understand and acknowledge that the market data providers have a proprietary interest in the market data that originates on or derives from it or its markets. TBSPL provides market data for your personal non-commercial use; you will not sell, market, retransmit, publish or redistribute it in any way, unless you have entered into appropriate written agreements with the relevant market data providers;
16.1.2 TBSPL and its market data providers shall not be liable for the accuracy, completeness, timeliness or correct sequencing of the market data;
16.1.3 TBSPL and its market data providers shall not be liable for any interruptions in the availability of market data or your access to market data;
16.1.4 the market data is provided “as is” and on an “as available” basis. There is no warranty of any kind, express or implied, regarding the market data.
16.1.5 the market data does not constitute financial advice and TBSPL is therefore not acting as a financial or investment adviser when it provides you with market data;
16.1.6 TBSPL and its market data providers are not responsible or liable for any actions that you take or do not take based on such data or information;
16.1.7 TBSPL is not responsible for, and you agree not to hold liable TBSPL or its market data providers for, lost profits, trading losses, or other damages resulting from inaccurate, defective, or unavailable market data;
16.1.8 in any case, TBSPL’s liability arising from any legal claim (whether in contract, tort or otherwise) relating to the market data will not exceed the amount you have paid for the use of the Services or market data;
16.1.9 you will use such data or information solely for the purposes set out in this Agreement and in compliance with the Applicable Laws;
16.1.10 you will pay such market data fees and any applicable Taxes (if applicable) associated with your use of Electronic Trading Services or use of market data as TBSPL may reasonable charge from time to time;
16.1.11 you will notify us if you are not or are no longer a non-professional user for market data purposes;
16.1.12 TBSPL may require you to comply with certain conditions in relation to your use of the market data;
16.1.13 TBSPL may require you to provide us with information in relation to you or your use or intended use of market data;
16.1.14 TBSPL may, at its discretion, remove your access to market data at any time; and
16.1.15 TBSPL may correct any execution reported to you that was based on inaccurate market data provided to TBSPL by an exchange or market centre.
16.2 There is no warranty of merchantability, no warranty of fitness for a particular purpose and no warranty of noninfringement, and there is no other warranty of any kind, express or implied, regarding the Market Data.
17. Risks relating to the use of the Internet
TBSPL does not warrant the security of any information transmitted by you or to you through the Electronic Trading Services and you accept the risk that any information transmitted or received through the Electronic Trading Services may be accessed by unauthorised third parties. Transactions over the Internet may be subject to interruption, transmission blackout, delayed transmission due to Internet traffic, or incorrect data transmission due to the public nature of the Internet.
18. Recordings
18.1 TBSPL may, in its discretion, record by any means and at any time any telephone calls between you and TBSPL, email instructions from you and other Communications via the Electronic Trading Services, online chat sessions between you and TBSPL or through any other medium. You agree that all such recordings and all statements and Contract Notes and other records of TBSPL and its Intermediaries relating to any Account, Service, Order or Transaction shall be binding and conclusive for all purposes whatsoever and shall be conclusive evidence of the Instructions, Communications, Orders, Order Requests, information, data and/or content of the calls, chat sessions, or emails transmitted by you and/or any Authorised Person through any medium and are admissible in evidence in any proceedings and you will not challenge or dispute the admissibility, reliability, accuracy, or authenticity of the contents of such records merely on the basis that such records were incorporated and/or set out in electronic form or are produced by or were the output of a computer system, and you hereby waive any right (if any) to so object.
19. Trading Limits and Restrictions
19.1 TBSPL may in its sole and absolute discretion without giving any reason or without notice to you, at any time and from time to time impose, remove or amend any trading or Transaction restrictions or any limits, including position limits, Transaction limits and limits on contract size in respect to any Futures Account upon you. No previous limit or restriction shall set a precedent or bind TBSPL. You undertake to comply with and shall not breach or exceed such restrictions and limits as imposed on you by TBSPL and any other trading restrictions or positions limits under Applicable Laws, including those imposed by any exchange or market or clearing house or the FCM which TBSPL will affect your Futures Contracts with for your benefit, whether you are acting alone or in concert with others. If you exceed any trading restriction or position limit, TBSPL is authorised to disclose your identity and your positions, and/or liquidate any of your positions.
20. Client Money and Assets
20.1 Your funds in relation to Futures Contracts received by TBSPL from you or from any other Person, including but not limited to, any Clearing house or FCM, on your behalf, shall be held by TBSPL as trustee or custodian, segregated from its assets and paid into a segregated bank account (“Client’s Accounts”), which may be commingled with other client’s funds and shall not form part of TBSPL’s assets for the purposes of insolvency or winding-up.
20.2 You agree and acknowledge:
20.2.1 your money will be held on behalf of TBSPL by a bank licensed under the Banking Act, Chapter 19 of Singapore, a merchant bank approved by MAS as a financial institution, a finance company licensed under the Finance Companies Act, Chapter 108 of Singapore, or a custodian outside Singapore which is licensed, registered or authorised to conduct banking business in the country or territory where the account is maintained;
20.2.2 TBSPL may withdraw your money from the trust account and deposit it with an approved clearing house, recognised clearing house, a member of a clearing facility or a member of an organised market (a) for the purpose of entering into, facilitating the continued holding of a position in, or facilitating a transaction in, any capital markets products on your behalf on the organised market, (b) for the purpose of the clearing or settlement of any capital markets products on the clearing facility for your; or (c) for any other purpose specified under the business rules and practices of the approved clearing house, recognised clearing house, organised market or clearing facility, as the case may be. If the approved clearing house, recognsied clearing house, member of the facility or member of the organised market becomes insolvent, there is a risk that some or all of your moneys may not be recovered;
20.2.3 your money will be deposited in a trust account together with, and commingled with, the moneys of TBSPL’s other customers. As such, although TBSPL will maintain records, your moneys will not be separately identifiable from those of TBSPL’s other customers. In the event of a shortfall, there is a risk that the shortfall will be shared amongst TBSPL’s customers pro rata to the amounts they have in the account. TBSPL will not be responsible or liable to you for any such loss; and
20.3 You hereby agree, consent to and authorise TBSPL to deposit monies received from or on account of you with execution brokers and/or members of overseas futures exchanges which you transact in (including but not limited to H.K. FCM), for purposes of facilitating the continued holding of futures positions or facilitating a Transactions in Futures Contract, for the settlement of a Transaction in Futures Contract, or for any other purposes specified in the business rules and practices of the overseas futures exchange.
20.4 You hereby authorise TBSPL to (in addition to all rights TBSPL has under any Applicable Laws) withdraw and utilise from such segregated bank account: (i) monies as may be required to meet TBSPL’s obligations to any Clearing house, other clearing organisation or any executing broker or FCM arising in connection with any Transactions entered into by you pursuant to the Futures Terms; (ii) monies that may be required to meet your obligations, whether to TBSPL or otherwise, in respect of commission, brokerage, levies, interest and other charges directly relating to any Transactions entered by you or entered by TBSPL acting on your Instructions pursuant to the Futures Terms; (iii) monies which are transferred to another of your segregated bank account or any of your Accounts for the purposes of the Futures Terms; (iv) monies paid to you in accordance with your Instructions, but in such case, notwithstanding such directions, no monies may be paid into any of your other Accounts unless such Account is a segregated bank account for the purposes of the Futures Terms; (v) monies representing interest earned in respect of such Account; and, (vi) monies that may be required to meet TBSPL’s obligations to any party insofar as such obligations arise in connection with or are incidental to any Transactions entered into by TBSPL on your behalf pursuant to the Futures Terms.
20.5 You authorise and consent to TBSPL depositing or maintaining your moneys and/or any other property received on account of you which are denominated in a foreign currency (currency other than SGD) in a trust or custody account with a custodian outside Singapore which is licensed, registered, or authorised to conduct banking business or act as a custodian, as the case may be, in that jurisdiction.
20.6 You further acknowledge and agree that the laws and practices relating to trust accounts in the jurisdiction under which the custodian is licensed, registered or authorised may be different from the laws and practices in Singapore relating to trust accounts, and such differences may affect your ability to recover the funds deposited in the trust account and applicable foreign laws may not provide you for the same degree of investor protection as Singapore law. You understand and accept that such consent and agreement to such arrangements entails a waiver on your part of any protection you may receive under Singapore's asset protection laws. Owing to the nature of the execution and clearing arrangements which TBSPL has entered into for your benefit, you acknowledge and agree to such waiver and for your funds to be handled in this manner.
20.7 You acknowledge and agree that you shall not be entitled to receive any interest in respect of any monies, approved debt securities or other property in any of such Accounts held by TBSPL for and on behalf of you for any reason whatsoever pursuant to Clause 20.4(v). You hereby agree to waive and relinquish in favour of TBSPL any and all entitlement to interest accruing to any of your monies and/or other property in such Accounts.
20.8 TBSPL may in return for the interest waived and relinquished by you and at TBSPL’s sole and absolute discretion pay to you interest thereon of such amount or at such rate as TBSPL may deem appropriate net of its administration fee for crediting such interest into your Account.
21. Investment of your Funds
21.1 You agree to and authorise TBSPL, the Clearing Firm and/or FCM to hold your funds (which includes cash Collateral) in accordance with and in any of the forms of investments permitted under Applicable Laws in Singapore (including without limitation those permitted under regulation 20 of the Securities and Futures (Licensing and Conduct of Business) Regulations) and other jurisdiction as applicable. TBSPL shall not be liable for any loss in principal or lack of enhancement in the value of the principal occasioned by and/or from any specific investments effected and you acknowledge and accept the risk of any and all Losses or shortfalls that may result from any such investments effected.
21.2 You hereby agree to waive and relinquish in favor of TBSPL, the Clearing Firm and FCM any and all entitlements to interest accruing to the foregoing investments. TBSPL may however from time to time pay to you such portion of any actual interest it may receive with respect to such investments as TBSPL deems appropriate in its discretion.
22. Margins
22.1 You agree that you are responsible for all your Transactions in your Futures Account and prior to effecting each Transactions in connection with Futures Contracts, you must have sufficient funds in your Futures Account to meet the Initial Margin and Maintenance Margin Requirement for that Transaction.
22.2 TBSPL may, at any time, from time to time and in its sole and absolute discretion require you to provide to TBSPL such cash or other property in such form and of such amount, currency denomination, specifications or value as TBSPL may determine in its discretion for the due performance of your obligations under your Transactions and Accounts, for entry into or maintaining any and all outstanding Transactions or Accounts, and/or for the due performance of your other obligations to TBSPL whether hereunder or otherwise.
22.3 TBSPL shall have the right to set and revise Margin Requirements and to limit, without prior notice to you, the number of Futures Contracts which you may maintain or acquire through TBSPL. No previous margin requirements shall establish any precedent and Margin Requirements once established may at the discretion of TBSPL apply to existing positions as well as new positions in the Transactions and Futures Contracts affected by such change.
You agree and undertake to at all times provide and maintain Collateral and margin for all Futures Accounts on the conditions and by the date and time stipulated by TBSPL in its discretion at any time from time to time or as may be required by: (i) the Executing Broker, Clearing Firm, FCM, applicable exchange rules, SFA regulations and other Applicable Laws; (ii) TBSPL’s internal credit terms and policies and general policies regarding Margin Maintenance Requirements in effect from time to time; and as required by TBSPL at its sole and absolute discretion, and you undertake to do so by the date and the time stipulated by TBSPL.
22.4 TBSPL may at any time apply and/or transfer margin received from you to another entity, including an exchange or a clearing house to satisfy any delivery or payment obligations in connection with Futures Contracts entered into for you in connection with the Futures Terms or to procure the same.
22.5 TBSPL shall not be liable to you for the loss of any margin deposits which is the direct or indirect result of the failure to perform, bankruptcy, insolvency, liquidation, receivership, or custodianship or assignment for the benefit of creditors of any exchange, clearing house, bank, executing broker, clearing organisation, or similar entity with whom such margins have been onward deposited. Under no circumstance shall TBSPL be liable to you for punitive, exemplary, special, incidental, indirect, or consequential damages.
22.6 All cash margin that you provide to TBSPL are considered your funds which are subjected to the terms and conditions herein relating to your funds.
22.7 You hereby expressly authorise TBSPL at any and all times to take action to transfer and/or sell any of your Assets, or take any other action to reduce your Debit Balance or to ensure that your Margin Requirements are met and satisfied or to otherwise protect TBSPL’s interest.
22.8 You shall promptly execute and do all such documents, instruments, assurances, acts and things as necessary or as required by TBSPL for creating, perfecting, and/or protecting the rights of TBSPL to any Collateral, including delivering to TBSPL all security and other documents, in such form or forms acceptable to TBSPL duly executed by you or for you in favour of TBSPL where necessary, having the same duly filed, stamped and registered in accordance with all Applicable Laws.
22.9 You agree that TBSPL may but not obligated to, without prior notice to you, apply and use any and all cash or other property for the time being deposited with, received by, held by or under the control of TBSPL, as Collateral for the purposes of any Transaction or Account (including to secure any and all of your obligations to TBSPL under any Transaction or Account, including Securities Trading Account if applicable) and for the purposes of meeting any Margin Requirements as may be imposed on you from time to time.
22.10 You hereby acknowledge and agree that you shall maintain separate Collateral as margin in respect of each Futures (or Securities, if applicable) Account or Transaction as TBSPL may require, that the Collateral maintained as margin in respect of each Account or Transaction shall be treated as separate for the purposes of this Futures Terms, and upon your specific Instructions TBSPL may transfer all or part of such Collateral held by TBSPL for you in respect of any Account or Transaction to any other Account or Transaction, or to utilise such Collateral for any purposes as required by you.
23. Liquidation of Positions
23.1 If your Futures Account is under-margined or if TBSPL or its Intermediary, in its discretion, determines that it has reasonable doubts with respect to your willingness or ability to fulfill your obligations hereunder (which includes but is not limited to the delivery or exercise of Futures Contracts, your perceived death, disability, insolvency, or TBSPL’s inability to communicate at any time with you), TBSPL may in its discretion and without prior notice to you offset any of your open Futures Contracts positions so as to eliminate such margin deficiency or the aforementioned doubts, and you shall remain liable to TBSPL for any loss or Debit Balance that results therefrom, without regard to (i) whether TBSPL has adhered to margin or other rules of any contract market, or (ii) any other term of the Futures Terms. This right to offset includes the right, if deemed appropriate in the exercise of TBSPL’s discretion, to buy and/or sell any Futures Contracts or other property, including but not limited to the use of spreads, straddles, and/or off-exchange Transactions, such as an exchange for physical or other cash Transaction, including TBSPL’s account, in order to effectuate such liquidation. You agree that a prior demand or call or prior notice of the time and place of such sale or purchase shall not be considered a waiver of TBSPL's right to sell or buy without demand or notices herein provided.
23.2 TBSPL may issue a Margin Call to you by email or any other method, you must satisfy such Margin Call immediately. For the purpose of the Futures Terms, one hour or less shall be deemed to be a reasonable amount of time. Notwithstanding such Margin Call, you acknowledge that TBSPL, in its discretion may liquidate your positions any time. You understand and accept that any Margin Call given by TBSPL shall not be considered a waiver of TBSPL’s rights under Clause 23.1 and you shall remain liable for and shall pay to TBSPL immediately any amount owed to TBSPL in any of your Futures Accounts resulting from any Transactions.
23.3 You further acknowledge and agree that if Margin Maintenance Requirements are increased, by TBSPL or its Executing Broker/Clearing Firm, FCM or otherwise, and there is insufficient Collateral in your Futures Account(s) to meet such increased Margin Maintenance Requirements, TBSPL or its Executing Broker/Clearing Firm, FCM may liquidate your position in any of your Account(s) without notice, and will not have any liability to you for any Losses or damages sustained by you in connection with such liquidations, or if the System experiences a delay in effecting, or does not effect, such liquidations, even if you subsequently re-establish your position at a less favorable price.
24. Representations and Warranties
24.1 You hereby represent and warrant to and covenant and agree with TBSPL that:
24.1.1 you have full capacity, power and authority (and if an individual, is of full legal age as defined by the Civil Law Act, Chapter 43 of Singapore) to enter into, accept and agree to the Futures Terms, to open, maintain and/or continue to maintain All Account(s) from time to time opened, maintained and/or continued to be maintained with TBSPL, to give TBSPL Instructions thereon, to enter into Transactions, and to acquire or use any Service;
24.1.2 you have all authorisations, consents, licenses or approvals (whether under Applicable Laws or otherwise) required to enter into the Futures Terms, to open, maintain and/or continue to maintain all Account(s) from time to time opened, maintained and/or continued to be maintained with TBSPL, to give TBSPL Instructions thereon, to enter into Transactions, and to acquire or use any Service;
24.1.3 if you are a corporation, partnership, trust or other entity, you represent your constitutional or governing instruments permit the Futures Terms, that all applicable Persons have authorised the Futures Terms and that the Authorised Signatory is authorised to bind you. You further represent that you shall comply with all Applicable Laws in connection with any Futures Accounts. You further agree that you are acting as the principal but not trustee or agent in entering into the Futures Terms and any Transactions, unless you expressly request that an omnibus account to be opened.
24.1.4 if you reside outside Singapore or give any Instruction to TBSPL from outside Singapore, all Instructions given by you are in compliance with any and all Applicable Laws of the relevant jurisdiction from which your Instructions are given. You further agree to indemnify TBSPL from any claims, demands, litigations, costs and expenses incurred or suffered by TBSPL in connection with or arising from your residing or giving of any such Instruction from outside Singapore;
24.1.5 you are not bankrupt or financially insolvent and no order, declaration or steps are being or have been taken to appoint a trustee in bankruptcy, receiver, receiver and manager, judicial manager, liquidator, administrator or other similar person over you or your assets or property;
24.1.6 you are financially sophisticated and have sufficient experience in effecting Transactions in Futures Contracts and any other Financial Products in connection with Futures Contracts that you wish to trade with TBSPL;
24.1.7 you will notify TBSPL in writing to liquidate all open Futures Contracts positions in and close your Futures Accounts if losses therein approach the extent to which your lifestyle or any dependent may become adversely affected;
24.1.8 you shall ensure that you shall at all times be in a position to meet your commitments and obligations in respect of any Transaction;
24.1.9 no one other than you has an interest in your Futures Accounts;
24.1.10 except for any security or encumbrance created hereunder, no Person has or will have any security or other encumbrance over any Futures Account and/or over any cash or property in any Futures Account;
24.1.11 any Orders placed or any other dealings in the Futures Account(s) is solely and exclusively based on your own judgment and after your own independent appraisal and investigation into the risks associated with such Orders or dealings;
24.1.12 TBSPL shall not be under any duty or obligation to you to inquire into the purpose or propriety of any Order and shall be under no obligation to see to the application of any of your delivered funds in respect of any Futures Account;
24.1.13 unless otherwise disclosed to TBSPL in writing: (i) you are NOT or becoming a director, 5% beneficial shareholder, policy-making officer or otherwise a Connected Person of a publicly-traded company or a “politically exposed person”, (ii) you are NOT or becoming affiliated with or employed by an exchange or any corporation of which any exchange owns a majority of the capital stock, or a member of any exchange or of a bank, trust company, insurance company, or of any corporation, firm, if you are so employed that a written consent of your employer is attached herewith; or (iii) individual engaged in the business of dealing either as a broker or as principal in Financial Products traded under the Account(s) you will notify TBSPL promptly if there is any change to this representation;
24.1.14 no confiscation order, charging order, restraint order, production order or search warrant under the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act (Chapter 65A of Singapore) has been issued or is pending against you. You shall notify TBSPL promptly if any such order or search warrant is issued or pending;
24.1.15 your name does not and has not at any time appeared on the list of Specially Designated Nationals and Blocked Persons maintained by the United States Office of Foreign Assets Control or on any lists or resolutions issued by the United Nations (whether through the Security Council or otherwise) pursuant to which dealings with persons specified therein are prohibited, restricted or discouraged;
24.1.16 any funds and/or assets placed now or subsequently provided by you from time to time with TBSPL will at all times comply with all Applicable Laws, including all tax laws and regulations;
24.1.17 the declarations made and information provided by you and any information provided from time to time to TBSPL are true, accurate, complete and not misleading in any respect and you has not withheld any information that would cause TBSPL to refuse to open or maintain any Futures Account, to effect any Transaction or to provide any Service to you. TBSPL is entitled to rely fully on such information and representations unless and until TBSPL receives notice of any such change from you;
24.1.18 you have received, read, understood, acknowledged and accepted the terms and conditions of this Agreement, and relevant risk disclosure statements made available to you during Account opening progress and/or at the Website;
24.1.19 you will keep, save, defend, protect, indemnify, and hold TBSPL and its Intermediary harmless from any damages or costs incurred by TBSPL and its Intermediary, including legal fees on a full indemnity basis, as a result of a breach or default by you of any representation, warranty, covenant, or agreement made by you under the Futures Terms; and
24.1.20 you authorise TBSPL's Executing Brokers to disclose your Orders: (i) to others, including the Executing Broker's affiliates, for the execution of any of your Orders; (ii) on the Executing Broker's book to other customers of the Executing Broker and (iii) to disseminate quotes; and (iv) as the Executing Broker(s) may otherwise deem necessary; and
24.1.21 you have the power to enter into, exercise your rights, perform and comply with your obligations, grant and/ or confer any rights, powers, and authorities to any other Person (including, but not limited to, the Clearing Firm and/ or TBSPL) under the Futures Terms (including, but not limited to, creation of a lien referred to in Clause 25).
24.2 The above representations, warranties and covenants shall be deemed repeated whenever you give Orders to TBSPL, enter into any Transaction, acquire or use any Service, or establish or operate any Futures Account with TBSPL.
24.3 You represent and warrant to TBSPL that all information you provide or have provided is accurate, true and complete and is not misleading and shall remain accurate, true and complete and not misleading, and you will promptly notify TBSPL in writing of any change in such information or any change in circumstances which would affect any of the representations and information given to TBSPL or which in any way affect your ability to carry out any Transactions in Futures Contracts or performance of any obligations under any term of the Futures Terms.
24.4 You acknowledge and agree that you shall be liable to TBSPL for any damages, expenses, or Losses incurred or suffered by TBSPL for any false or fraudulent representations, warranties, covenants and agreements in this Agreement (including but not limited to the aforementioned representations and warranties).
25. General Lien
25.1 You hereby grant to each of TBSPL and its Intermediaries, as the case may be, a lien over all your moneys and Assets now or hereafter held, carried or maintained by TBSPL and its Intermediaries (whether individually or jointly with others) in relation to any of your Futures Accounts from time to time for any amount due in your Futures Accounts or in any Accounts guaranteed by you or for the settlement or discharge of any of your Liabilities from time to time to TBSPL and its Intermediaries, wherever and however arising and without regard to whether or not TBSPL or its Intermediaries has made advances with respect to such Futures Contracts and other property.
26. General Exclusion
26.1 So long as TBSPL acts in good faith, it shall not be liable to you in any respect for any Loss suffered by you, including any Loss resulting from action, inaction or insolvency by or of any Intermediary, exchange, market or clearinghouse, FCM (including wrongful or unlawful action or inaction), or howsoever otherwise suffered and/or incurred by you. TBSPL shall only be liable to you if TBSPL has been grossly negligent or engaged in willful misconduct. Without prejudice to the generality of the foregoing, TBSPL shall not in any event be liable to you for any indirect or consequential Loss (including loss of profit and loss of opportunity) or special, incidental, exemplary, or punitive damages.
27. Limitations of Liability and Force Majeure
27.1 The materials, Electronic Trading Service, and the Services are provided on an “as is” and “as available” basis. TBSPL does not warrant: (i) the accuracy, adequacy, or completeness of the materials, Electronic Trading Service, or the Services, and expressly disclaims any liability for errors, delays, or omissions in the materials, Electronic Trading Services, and/or the Services , or for any action taken in reliance on the materials, Electronic Trading Services, or the Services; (ii) that any of the materials, Electronic Trading Service or the Services will be provided uninterrupted or free from errors, or that any identified defect will be corrected, nor that the materials, Electronic Trading Service, or the Services are free from any computer virus or other malicious, destructive or corrupting code, agent, program, or macros.
27.2 No warranty of any kind, implied, express or statutory, including the warranties of non-infringement of third-party rights, title, merchantability, satisfactory quality, or fitness for a particular purpose, is given in conjunction with the materials, Electronic Trading Service, or the Services.
27.3 TBSPL shall in no event be liable to you or any other person for any loss, damages, or expenses whatsoever or howsoever caused and regardless of the form of action (including tort or strict liability) arising directly or indirectly in connection with any access, use, or inability to use the materials, Electronic Trading Service, or the Services, even if TBSPL or its agents or employees may have been advised of, or otherwise might have anticipated, the possibility of the same.
27.4 TBSPL will not at any time be liable for, even if foreseeable, within the contemplation of TBSPL or if TBSPL may have been advised of, or otherwise might have anticipated, the possibility of the same: (i) loss of revenue or business opportunities, lost profit, loss of anticipated savings or business, loss of data, loss of goodwill or loss of value of any equipment; and (ii) indirect, incidental, special, consequential losses, damages, or expenses or punitive damages.
27.5 TBSPL or its Service Providers, or their respective officers, employees or Nominees (except for willful misconduct or gross negligence directly attributable to TBSPL) shall not be liable to you for suffering any prejudice or Loss whatsoever and howsoever caused or arising from the use of the materials, Electronic Trading Service, or the Services, including any one or more of the following events or matters:
27.5.1 any loss or unauthorised use of the Electronic Trading Services;
27.5.2 any delay, failure, interruption, breakdown, non-performance or unavailability of the Electronic Trading Service, the Services or any telecommunications or interconnection, electronic or mechanical equipment or system (whether or not owned, operate or maintained by TBSPL or any other person and whether or not used in the provision or operation of any service) through any cause whatsoever, (including errors due solely malfunction of the Electronic Trading Service or Electronic Trading Service equipment, infrastructure or programs, viruses, worms or any harmful, invasive or corrupted files or to any “force majeure” event (i.e. conditions or events beyond the reasonable control of any party including war, acts of terrorism, insurrections, riots, labor disputes, sabotage, extraordinary weather conditions, fire, earthquakes, or other acts of God, actions of government, communications, power failures, the malfunction of any hardware or software) whether or not leading to either or both of the Electronic Trading Service being totally or partially inaccessible or unavailable and/or Instructions given via the Electronic Trading Services not being acted upon promptly or at all);
27.5.3 any delay, failure, omission, cessation or interruption in the acceptance, recognition or execution of your Instructions, including the need to verify Instructions due to considerations of security and wrongful interception of any Instruction;
27.5.4 any inability or failure to accept and/or recognise and/or properly and accurately store, process and/or transmit dates or data incorporating or relying on dates, or the processing, storage and/or transmission of any inaccurate date or data;
27.5.5 corruption or loss of any data stored in any equipment, terminal or system or Instruction or in the course of transmission through the internet, any computer or any electronic or telecommunications system used by TBSPL or any other person whether or not in connection with the Futures Account or the provision or operation of any Service, including any errors generated in the transmission of any data or Instruction; or
27.5.6 any breach of TBSPL’s obligations or duties to you caused by or arising from any one or more of events or matters set out in any one or more of the foregoing Clauses.
27.6 You agree that TBSPL’s, its agents’ or employees’ liability will not exceed an amount equal to the highest aggregate monthly commissions and fees paid by you to TBSPL for any and all defaults referable to the materials, Electronic Trading Service, or the Services and/or their use and/or failure to be permitted their use.
28. Your Obligations
28.1 You agree to pay TBSPL when due, charges for commissions at rates established by TBSPL and for related fees and charges as a result of, or related to, the Transactions effected under these Futures Terms (such commissions, rates, fees and charges as may be notified to you from time to time), and for other Services offered and accepted in connection with the Futures Account.
28.2 You agree to pay promptly on demand any and all sums due to TBSPL for monies owning including any unsecured Debit Balance and any interest that may be charged on the monies owed.
28.3 You further acknowledge and agree, at any time upon TBSPL’s demand, to discharge all obligations to TBSPL or, in the event of a closing of any of Futures Account in whole or in part, to pay to TBSPL any amount owed, if any, including costs, damages, or attorney fees suffered or paid by TBSPL, directly or indirectly, in connection with such amount owed.
28.4 In lieu of requiring the immediate discharge of any of your obligation, TBSPL may, in its discretion, where applicable, demand security for such obligation and, if elected, for all future obligations in which event you will either discharge all existing obligations to TBSPL or furnish security as TBSPL demands, and in that connection, execute and deliver such security agreements, financing statements, and other documents, in forms prescribed or approved by TBSPL as shall be reasonably requested.
28.5 You agree to maintain USD 500.00 net liquidating value in your Futures Account at all times. TBSPL, without prior notice and in its sole discretion, reserves the right to raise the minimum account net liquidating value at any time. You agree to reimburse TBSPL on demand for any cost of collection incurred by TBSPL in collecting any sums owing by you under the Futures Terms and any cost incurred by either of them in successfully defending itself against any claims asserted by you, including all attorneys' fees, interest, and expenses.
29. Risk of Loss; Indemnification
29.1 All transactions effected for your Futures Accounts and all fluctuations in the market prices of the Futures Contracts carried in your Futures Accounts are at your sole risk and you shall be solely liable under all circumstances for any losses arising from such Transactions. By entering into the Futures Terms, you represent and warrant that you are willing and financially able to sustain any losses resulting therefrom, and your unconditional obligation to pay TBSPL the amount of any such losses.
29.2 Neither TBSPL nor its Intermediary is responsible for (i) the obligations of the Persons with whom your Transactions are effected; (ii) any delays in transmission, delivery, or execution of your Orders due to malfunctions of communications facilities or other causes.
29.3 Neither TBSPL nor its Intermediary shall be liable to you for the loss of any margin deposits which is the direct or indirect result of the bankruptcy, insolvency, liquidation, receivership, custodianship, or assignment for the benefit of creditors of any exchange, clearing house, bank, clearing firm, executing broker, or similar entity.
29.4 You agree to hold harmless and indemnify TBSPL and its Intermediaries or their respective officers, employees, agents or representatives from any Liabilities, cost, or expense (including attorneys’ fees and expenses and any fines or penalties imposed by any governmental or regulatory agency, self-regulatory body) which TBSPL may incur or be subjected to with respect to: (i) any of your failure to comply with the Futures Terms, or to fully and punctually perform any of your obligations hereunder or in respect of any Transaction; (ii) any of your representations, warranties, agreements and undertakings in your Futures Account application or this Agreement being untrue, incorrect, incomplete or misleading un any material respect; (iii) any actions, claims, demands or proceedings brought by third parties (including Intermediaries) against TBSPL further to TBSPL acting in accordance with your Instructions or otherwise in the exercise of its powers under the Futures Terms; (iv) TBSPL acting or omitting to act in accordance with your Instructions (or any communication given or purportedly given by any person authorised to act in relation thereto), or taking any action, exercising any rights, power and discretion, performing any of its duties and obligations or otherwise acting in any manner in accordance with or as permitted under the Futures Terms; (v) any change in any Applicable Laws; (vi) any act or thing done or caused to be done by TBSPL in connection with or referable to this Agreement or any Account, or Transaction entered into for or with, or any Service provided to, you; and/or (vii) any Event of Default caused by you
29.5 You affirm that you are able to assume the financial risks of Futures Contract trading and that Futures Contract trading meets your financial objectives. You agree to notify TBSPL if there is any material change in your financial condition or objectives.
29.6 You understand that TBSPL has not undertaken and will not undertake an independent evaluation of whether trading in Futures Contracts generally or any specific Transaction in Futures Contracts entered into by you is appropriate, and you undertake, represent and warrant to TBSPL that you have made such evaluations independently and TBSPL is relying solely on your representations in this regard.
29.7 You further agree, accept and understand all implications under Applicable Laws (including but not limited to Singapore law as a consequence of trading with TBSPL and on foreign exchanges (including but not limit to HKFE). You also consent to and acknowledge that there are exchange rate risks in respect of Transactions denominated in a foreign currency, and you represent and warrant that you are able and willing to take such country and currency risks.
29.8 You acknowledge and agree that in the event that TBSPL is held liable for any payments that may result from any Transactions, any Debit Balance, or any other shortfall on your Futures Account, or if TBSPL makes any payment on your behalf (even though it is not obliged to do so, and whether under an agreement between TBSPL and any Intermediary or otherwise in respect of your obligations), you will be responsible for any such payments and will hold harmless and indemnify TBSPL for all such costs, losses, or liabilities incurred by TBSPL respectively.
30. Futures and Options Contracts
30.1 You acknowledge and agree that TBSPL shall not be obliged to notify or remind you of the exercise date of your open option contracts. You understand that some exchanges and clearing house have established exercise requirements for the tender of exercise instructions and that the exchange-traded options on futures will become worthless in the event that you do not deliver Instructions by such expiration times. You agree that you will give TBSPL Instructions to liquidate, exercise, or allow the expiration of the options in the case of long positions in the options at least five (5) Business Days prior to the last trading day of such options. If such Instructions or such funds, are not received by TBSPL prior to the expiration of the option, TBSPL may permit an option to expire. You also understand that certain exchanges and clearing house automatically exercise some “in-the-money” options unless instructed otherwise. You acknowledge and agree to take full responsibility and shall not have any claims whatsoever against TBSPL as a result of or in connection with taking action either to prevent exercise or to prevent exercise of an option contract, as the case may be.
30.2 You understand that TBSPL is not required to take any action with respect to an option, including without limitation any action to exercise a valuable option contract prior to its expiration or to prevent the automatic exercise of an option contract, except upon your Instructions with receipt of acceptance by TBSPL. You further understand that TBSPL is not obliged to seek your Instructions in this regard nor remind you to give TBSPL the appropriate Instructions and that TBSPL may have established exercise cutoff times, which may be different from the times established by the contract markets in clearing houses. In the event that timely exercise and assignment Instructions are not given, you hereby agree to waive any and all claims for damage or loss you might have against TBSPL or its Intermediary arising out of the fact that an option was or was not exercised.
30.3 You acknowledge and agree that for all short option positions are subjected to assignment at any time, including, without limitation, short positions that are established on the same day that they are assigned. You further acknowledge and agree that TBSPL shall have the right to allocate assignment notices among all its clients’ short positions in any manner which TBSPL may, in its sole and absolute discretion, deem appropriate and that such allocation method may change at any time without prior notice to you. You accept such assignment as aforesaid may result in prejudice and/or loss to you and you hereby accept the risk thereof as being for your account.
30.4 You acknowledge and agree for Transactions in Futures Contracts (excluding exchange-traded options on futures), you shall give TBSPL liquidating Instructions on open positions in a current delivery month at least five (5) Business Days prior the first (1st) notice day in the case of long positions, and at least five (5) Business Days prior to the last trading day in the case of short positions. TBSPL does not allow for Futures Contracts to be settled with physical delivery of a commodity nor does TBSPL allow for positions to be held on or after first (1st) notice day. You are required to close your positions to the next active month prior to first (1st) notice day. While any of your positions can be liquidated at the discretion of TBSPL at any time and without prior notice, open positions (regardless of whether they are long or short) in physically delivered products will be liquidated before first notice day or last trade date, whichever occurs first, without notice to you. If funds, documents, or Instructions are not received, TBSPL may, without notice, close out such positions without additional prior notification. TBSPL shall have no liability to you and you shall be liable for all losses/costs for any such action.
30.5 In relation to any applicable Futures Contacts, you acknowledge and agree to be bound by any changes in the capital structure or composition of the underlying issuer or, where the relevant clearing house considers necessary or desirable to ensure fair treatment to all parties to such contracts, any adjustments to the terms and conditions of that class. Subject to any Applicable Laws, whenever any new transaction is entered into to close out any existing Futures Contracts, the obligations of TBSPL and you under such existing Futures Contracts shall, except for any settlement payments that may be due in respect of such existing Futures Contracts, be automatically terminated immediately upon the entering into of such new transaction.
31. Foreign Currency Conversions and Multicurrency Account
31.1 You shall make all deposits to your Futures Account only in the currencies accepted and permitted by TBSPL. Unless another currency is designated in the confirmation for a Transaction in Futures Contracts and permitted by TBSPL, all margin deposits for such Futures Contract and any debit or credit made in the Futures Account as a result of liquidating such a Futures Contract shall be in the contractual currency of the Futures Contract. Where moneys are payable in respect of any Transaction in any currency accepted by TBSPL, (i) TBSPL is authorised, in its sole discretion, to carry out any and all foreign exchange transaction at TBSPL’s or its agent’s prevailing rates to convert the currency to such currency requested by you which TBSPL agrees to accept, for intention of trading the Futures Contracts that denominated in such currency and to make any necessary withholding deduction as may be required by Applicable Laws; (ii) TBSPL is authorised, in its sole discretion, to carry out any and all foreign exchange transaction at TBSPL’s or its agent’s prevailing rates to convert one currency to another currency which are acceptable by TBSPL in your Account upon your request for the transaction for any purposes and TBSPL may retain a fee for such conversion; (iii) any profit or Loss arising as a result of a fluctuation in the exchange rate affecting such currency will be entirely for you own account and sole risk; and (iv) all initial and subsequent deposits for Collateral purposes shall be recorded in such currency or currencies, and in such amounts, as TBSPL may in its reasonable discretion elect.
31.2 You agree that TBSPL’s obligations to you shall be denominated in (i) a currency, accepted by TBSPL, in which funds are deposited by you or are converted at the request of you, to the extent of such deposits and conversions; or (ii) a currency, agreed upon, in which funds have accrued to you as a result of trading conducted on a designated contract market or registered derivatives transaction execution facility, to the extent of such accruals.
31.3 You may choose to trade Futures Contracts denominated in different currencies using a base currency (USD, HKD or SGD) chosen by you. Upon purchase of the Futures Contract denominated in a different currency from the base currency without sufficient funds in such currency of Future Contract purchased, a margin loan will be created to fund the Margin Requirement of the Futures Contract position, secured by the assets in the other currency in your Account. The loan amount will be charged daily interest at rates published on the Website from time to time, which rates of interest, as permitted by Applicable Laws, are subject to change upon notice by publication on the Website. Such interest shall be charged on all Debit Balances owed by you to TBSPL. If you maintain positions denominated in foreign currencies other than the base currency, TBSPL will calculate Margin Requirements by applying exchange rates specified by TBSPL.
TBSPL WILL APPLY “HAIRCUTS” (A PERCENTAGE DISCOUNT ON THE FOREIGN CURRENCY EQUITY AMOUNT) TO REFLECT THE POSSIBILITY OF FLUCTUATING EXCHANGE RATES BETWEEN THE BASE CURRENCY AND THE FOREIGN CURRNECY. YOU MUST CLOSELY MONITOR MARGIN REQUIREMENTS AT ALL TIMES, PARTICULARLY FOR POSITIONS DENOMINATED IN FOREIGN CURRENCIES, BECAUSE FLUCTUATION IN THE CURRENCY and THE VALUE OF THE UNDERLYING POSITION CAN CAUSE A MARGIN DEFICIT.
31.4 TBSPL may and you acknowledge and authorise TBSPL to hold your funds outside of Singapore, in a jurisdiction that may be or may not be a money center country or the country of origin of the currency in order to facilitate your trading in investments denominated in that currency.
31.5 You understand that investments denominated in a foreign currency carry risk based on the fluctuation of such foreign currency’s value against the base currency of your Account or Singapore dollar. TBSPL does not guarantee against this risk or provide any hedging services to prevent this risk from affecting your Account. While the value of your investment(s) may increase, it is possible that the currency’s, which such investment is denominated in, value may fall in relation to the base currency of your Account or Singapore dollar.
32. Event of Default
32.1 You shall immediately notify TBSPL if any Event of Default occurs, or if an Event of Default is likely to occur. Whenever TBSPL in good faith considers it necessary for its protection, in accordance with its or its Intermediaries’ general policies, TBSPL may sell any or all Assets held in any of your Futures Accounts (either individually or jointly with others), cancel or complete any open, outstanding, unexpected, or unmatched Orders for the purchase or sale of any Futures Contracts and other property, and/or borrow or buy-in any Securities other property (if applicable) required to make delivery against any sale, including a short sale, effected for you, all without demand for deposit or Collateral, other notice of sale or purchase, or other notice or advertisement, each of which is expressly waived by you and TBSPL may require you to deposit cash or adequate Collateral to your Futures Account prior to any settlement date in order to assure the performance or payment of any open contractual commitments and/or unsettled Transactions. TBSPL is hereby authorised to sell and/or otherwise deal with any and all such Assets TBSPL is authorised to transfer any such monies and Assets among any of your Accounts to the fullest extent of the law and without notice where allowed. The costs and expenses of collection of any Debit Balance and any amount owned in your Futures Accounts, including reasonable legal fees and expenses on a full indemnity basis, incurred and payable to TBSPL shall be payable by you.
32.2 It will be an Event of Default if any of the following occurs: (i) any breach by you of the Futures Terms or any other agreement with TBSPL; (ii) your failure to fulfill your obligations under the Transactions in Futures Contracts; (iii) your failure or refusal for any reason whatsoever to provide or comply with instructions in respect of any request by TBSPL; (iv) your failure to make, when and where due, any payment or delivery (including payment or delivery of any Collateral) required to be made by you under the Futures Terms or you are generally unable to pay debts as they become due (or you admit of such inability); (v) if a petition for insolvency, bankruptcy, winding up, dissolution, administration, reorganisation (by way of voluntary arrangement, scheme of arrangement, or otherwise), liquidation, judicial management, assignment, or receivership) or any voluntary or involuntary proceeding seeking relief under any insolvency or other law affecting creditors' rights is instituted by or against you or you make a general arrangement or composition or compromise with or for the benefit of your creditors or any of them; (vi) if any action, legal proceeding or other procedure, or any step is taken in relation to the suspension or rescheduling of payments, a moratorium of any of your indebtedness, or the appointment of a trustee in bankruptcy, liquidator, administrator, judicial manager, receiver, trustee or other similar official for all or any part of your property, revenues or undertaking, or enforcement of any security over any of your assets; (vii) if your Futures Account is attached or a secured party takes possession of all or any part of your assets or you have a distress, execution, attachment, expropriation, sequestration, or other legal process levied, enforced, or sued on or against all or any part of your assets and either (a) such secured party maintains possession or (b) any such process is not dismissed, discharged, stayed, or restrained, in each case within five (5) calendar days thereafter; (viii) in the event of your death or legal incompetence; (ix) if in TBSPL's discretion determines that there are sufficient grounds for lack of confidence with respect to your performance of any obligation hereunder and, immediately after demand, you fail to provide assurance of such performance satisfactory to TBSPL; or (x) if any of your representations or warranties to TBSPL, whenever made, are false or misleading when made or subsequently at any time become untrue.
33. Payment of Indebtedness upon Demand
33.1 You acknowledge and agree that TBSPL may require you to deposit cash or adequate Collateral to your Futures Account prior to any settlement date in order to assure the performance or payment of any open contractual commitments and/or unsettled Transactions.
33.2 You shall at all times be liable for the payment upon demand of any Debit Balance and all Liabilities owing in each of your Futures Accounts and you shall be liable to TBSPL any deficiency remaining in all and any such Accounts in the event of the liquidation thereof, in whole or in part, by TBSPL or by you; and, you shall make payment of such obligations and indebtedness upon demand.
33.3 TBSPL may charge interest on any sum or payment due to TBSPL from you at such rate and calculated and/or compounded in such manner as TBSPL may impose and determine from time to time and you shall pay such interest to TBSPL.
33.4 All payments to TBSPL shall be in the currency they are due, in free and clear funds and free of deductions or withholdings. If you are required to effect such deductions or withholdings, then the amount due to TBSPL shall be increased by such amount as shall result in TBSPL receiving an amount equal to the amount TBSPL should have received in the absence of such deduction or withholding.
33.5 If for any reason TBSPL cannot effect payment or repayment to you in a particular currency in which the payment or repayment is due, TBSPL may effect payment or repayment in the equivalent in any other currency selected by TBSPL based on the rate of exchange quoted by TBSPL in respect thereof at the relevant time.
33.6 Any Taxes, duties, disbursements, costs and/or other expenses incurred by TBSPL in connection with the Account or you shall be reimbursed in full by you.
33.7 All interest, fees, commissions and other charges of TBSPL are inclusive of any goods and services tax (where applicable) or any other applicable sales tax which shall be borne by you.
33.8 TBSPL shall be fully entitled to debit any of your Futures Account in respect of any and all payments due to TBSPL at such time and in such manner as TBSPL may determine.
33.9 Any and all payments to be made by TBSPL to you shall be made in such manner as TBSPL may from time to time determine. All such payments shall be subject to all applicable Taxes, deductions and withholdings, and less any and all amounts payable by you to TBSPL.
33.10 Unless TBSPL otherwise agrees with you, each obligation of TBSPL (including any obligation to make any payment or delivery) to you under this Agreement is subject to the condition precedent that there is no Event of Default subsisting or amount owing to TBSPL on your part.
33.11 You acknowledge and agree that the reasonable costs and expenses of collection of the Debit Balance and any unpaid deficiency in your Futures Account with TBSPL including legal fees on a full indemnity basis incurred and payable or paid by TBSPL shall be payable to TBSPL by you.
34. Set-off, Withholding and Other Rights
34.1 On receipt of any Instruction to enter into a Transaction in Futures Contracts, TBSPL acting in good faith will calculate the sums required to meet such Instruction plus an estimate of the sums required to meet any tax, duty, or other expenses in connection with such Transaction, following such calculation, the following provisions shall apply:
34.1.1 each of TBSPL and its Intermediaries shall be entitled (but not obliged) to set off an amount equivalent to such sum available in your Futures Account or any other account maintained by you with TBSPL (in the form of credit balance) against all Liabilities incurred by TBSPL as a consequence of the said Instruction including any liabilities to pay the purchase price and other expenses to any third party;
34.1.2 each of TBSPL and its Intermediaries shall be entitled (but not obliged) to sell, realise, or liquidate any Assets which may, for any reason whatsoever, be in TBSPL’s or its Intermediaries’ possession (whether held in its name or in its agent’s name) or control without further notice to or consent from you as TBSPL or its Intermediaries may, in its discretion, deem fit and to apply the net proceeds thereof against all Liabilities incurred by TBSPL and its Intermediaries as a consequence of the said Instruction including any liability to pay the purchase price and other expenses to any third party; and
34.1.3 until completion or close-out of the Transaction and satisfaction of all your obligations with relation thereto, you shall not be entitled to withdraw all or any part of the money and Assets and the money and Assets shall not constitute an amount or Assets which TBPSL and its Intermediaries is required to return to you.
34.2 As permitted by Applicable Law, TBSPL and its Intermediaries may at its discretion at any time and from time to time without notice to you combine, consolidate, or merge the balances on all or any of your Accounts, whether maintained with or at TBSPL or its Intermediaries and/or on any Assets in any of your Accounts and this right of set-off shall extend to include a continuing right at any time and without any prior notice or demand forthwith to sell the Assets, transfer, debit, and set-off all or any part of any money and Assets and to apply the same in or towards payment or satisfaction of all Liabilities. You agree that the authorisation given in this clause is irrevocable so long as any Liabilities are owing from you to any of TBSPL or its Intermediaries. TBSPL and its Intermediaries have the right to retain all credit balances in your Futures Accounts (including the Assets in the Futures Accounts) and all assets which may, for any reason whatsoever, be in any or each of TBSPL’s or its Intermediaries’ possession (whether held in the name of TBSPL or its Intermediaries or otherwise) or control and all Assets it holds for any of the Accounts, with power for each of TBSPL and its Intermediaries to sell, realise, or liquidate any or all of them without further notice to or consent from you as it may, in its discretion, deem fit and to apply and set-off the net proceeds thereof against, all and/or any part of the Liabilities.
34.3 You acknowledge and agree that it is the intention of the parties that the Intermediary may in its own right enforce this Clause under and pursuant to the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, which Act shall apply to the foregoing Clauses.
35. Assignment
35.1 Your rights and duties hereunder may not be assigned to any other Person and TBSPL shall not be required to recognise any Person other than you as having any interest in any and all of your Futures Accounts unless with the written consent of TBSPL.
35.2 TBSPL may assign TBSPL’s rights and obligations under the Futures Terms to any subsidiary, affiliate, or successor by merger or consolidation without prior notice to you. The Futures Terms, in such case, shall continue to be binding on and will inure to you and your heirs, executors, administrators, successors in titles, and assigns.
36. Termination
36.1 Your Futures Account(s) with or maintained on behalf of TBSPL may be terminated and closed by either you or TBSPL at any time with or without cause or reason except that such closure or termination will not affect any rights or obligations of either you or TBSPL incurred prior to such closure or termination.
36.2 You may terminate your Futures Account or Service provided by TBSPL to you by submitting the “Application for Closure of Account or Revocation of Services” form to TBSPL and the termination will only take effect from the later of (i) the effective date of termination as stated in the form, or (ii) the date when TBSPL determines that there are no outstanding payments, obligations and/or liabilities due from you to TBSPL (whether subject to notice or not and whether matured or not and whether held singly or jointly) under the Futures Terms.
36.3 Prior to the date of termination of any Futures Account or Service, you shall instruct TBSPL as to the proper disposal or transfer of your monies and other property of yours in relation to such Futures Account or Service. If you fail to do so, TBSPL may exercise any of its rights under Clause 32.1.
37. Severability
37.1 If any provision or condition of the Futures Terms is held to be illegal, invalid or unenforceable by any court, regulatory or self-regulatory agency or body, such illegality, invalidity or unenforceability shall attach only to such provision or condition. The validity of the remaining provisions and conditions shall not be affected thereby and the Futures Terms shall be carried out as if any such illegal, invalid or unenforceable provision or condition were not contained therein.
38. Complaints and Dispute Resolution
38.1 You agree that any queries or complaint should be raised with TBSPL’s trading services department or with one of TBSPL’s employees. Unresolved queries and complaints are handled by TPSL’s compliance department according to TBSPL’s Complaint Procedure, a copy of which is available on Website or upon request. To the extent you remain dissatisfied with the result of TBSPL’s compliance department’s investigation or with any action taken by TBSPL as a result of such investigation, you may refer the matter to the Financial Industry Disputes Resolution Centre Ltd (FIDReC) for further investigation.
38.2 Any case where TBSPL is in dispute with you in respect of a Transaction or alleged Transaction or any communication relating to a Transaction, TBSPL may, at its discretion and without notice to you, close any such Transaction or alleged Transaction, where TBSPL reasonably believe such action to be desirable for the purpose of limiting the maximum amount involved in the dispute, and TBSPL will not be under any obligation to you in connection with any subsequent movement in the level of the Transaction concerned. If we close one or more of your Transactions under this Clause, such action will be without prejudice to our right to contend in relation to any dispute that such Transaction had already been closed by TBSPL or was never opened by you. Where reasonably practicable, TBSPL will try to give you prior notice of the actions we intend to take. In the event TBSPL is unable to do so, TBSPL will take reasonable steps to inform you that TBSPL has taken such action as soon as practicable after doing so. Where TBSPL closes a Transaction or alleged Transaction in accordance with this Clause, the closing will be without prejudice to your rights: (i) to seek redress or compensation for any loss or damage suffered in connection with the disputed or alleged Transaction or communication, prior to the closing; and (ii) to open a new Transaction at any time thereafter, provided that such Transaction is opened in accordance with the Futures Terms, which will be applied, for the purposes only of calculating any relevant limits or money required from you, on the basis that TBSPL’s view of the disputed events or communication is correct.
38.3 TBSPL shall be entitled, at its sole option, to commence proceedings in the courts of the Republic of Singapore in respect or in connection with any dispute or controversy between TBSPL and you as to any matter arising under, out of or in connection with this Agreement or any other agreement between you and TBSPL. If arbitration has been initiated by you at the time that TBSPL chooses to submit such dispute, controversy or matter to the courts of the Republic of Singapore, then it is agreed that such arbitration is to be discontinued, unless the court finds that TBSPL has waived such right by substantially participating in the arbitration without having raised its rights under this Clause. If TBSPL should choose to exercise this right to submit such dispute, controversy or matter to the courts of the Republic of Singapore, each of TBSPL and you agree to: (i) submit to the exclusive jurisdiction of the courts of the Republic of Singapore; (ii) waive any objection that it may have at any time to the laying of venue of any proceedings brought in such courts; (iii) waive any claim that such proceedings have been brought in an inconvenient forum; and (iv) further waive the right to object with respect to such proceedings that any such court does not have jurisdiction over such party.
39. No Financial, Tax or Trading Advisory Services
39.1 The Services provided by TBSPL include that of Order execution in Futures Contracts, custodial services and product financing, not investment advisory services on Futures Contracts (or any other investment product).
39.2 While information may be shared with you from representatives and/ or agents of TBSPL, it is to be used solely for educational purposes. TBSPL and its officers, employees and representatives or other Intermediaries appointed by it, do not make recommendations, make solicitations, offer tax advice, offer investment advice, nor does TBSPL engage in any financial planning services.
39.3 You acknowledge that all trading tools and materials available on the Website and the Electronic Trading Services are to be used only for information and educational purposes. You further acknowledge that any examples included with or given in relation to such tools are also for educational or instructional purposes. TBSPL makes no warranties to the accuracy of these trading tools nor to any conclusions derived from or investment decisions based on information provided by such trading tools.
39.4 You hereby agree and acknowledge that as the Electronic Trading Service is on-line and execution-only, the dealings between TBSPL and you will hence not be subject to the Guidelines on Fair Dealing Board and Senior Management Responsibilities for Delivering Fair Dealing Outcomes to Customers issued by the MAS. This means that TBSPL will act on an execution-only basis and will not be providing any financial advice to you in relation to any Financial Product.
39.5 TBSPL is not a fiduciary to you nor does TBSPL take on any fiduciary obligations in relation to any Futures Contracts. TBSPL does not and is not willing to assume any advisory, fiduciary or similar or other duties or act as investment adviser to you. TBSPL strongly encourages you to take independent advice before purchasing, subscribing, disposing of, or entering into any Futures Contracts.
39.6 You agree that all decisions on whether to invest in any financial product, and whether such an investment is suitable or appropriate for you, are yours. You do not rely on, and TBSPL, any of its agents, directors, officers, employees or vendors (including the Executing Broker, the Clearing Firm or the FCMs) are not responsible for, any information, representation (whether written or oral), advice, recommendation, view, opinion, or other statement provided by TBSPL, or any of its affiliates, and every director, officer, or employee of the foregoing or any market data in making any investment decision, and you rely on your own judgment in making such investment decision.
39.7 You have made and will make your own assessment of an investment in any product and you shall evaluate the suitability of any product or investment for yourself in making any investment decision and that you shall make the final investment decision and accept all responsibility for your investment decisions, and TBSPL, any of its agents, directors, officers, employees or vendors (including the Executing Broker, the Clearing Firm or the FCM) shall not be responsible or liable for reviewing your Futures Account(s) and determining the suitability of your investment choice. You acknowledge that TBSPL shall have no responsibility in respect of the performance of Transactions entered into by you.
39.8 You acknowledge that past performance of any Futures Contracts or class of investment products is no indicator of future performance. In addition, and without prejudice to the generality of the foregoing, you agree and acknowledge, and you represent and warrant to TBSPL (and TBSPL relies on such representations and warranties) that:
39.8.1 you are aware that TBSPL does not hold out any of its agents, nominees, directors, officers, or employees as having any authority to advise you;
39.8.2 TBSPL does not purport to advise you on any financial product or investment;
39.8.3 you are acting for your own account and have made your own independent decision to enter into Transactions, and you are not relying on any communication (written or oral) of TBSPL as investment advice or as a recommendation to enter into any Transaction (it being understood that information and explanations related to the terms and conditions of a Transaction will not be considered investment advice or a recommendation to enter into that Transaction);
39.8.4 TBSPL does not provide advice with respect to any legal or tax ramifications of any financial product or investment and you shall obtain your own appropriate tax, legal, financial or other advice from an independent tax, legal or financial adviser;
39.8.5 TBSPL's making the Electronic Trading Service available to you should not be taken to constitute a recommendation and/or an endorsement of any financial product or investment, any form of advice or a determination of suitability of any financial product or investment for you by TBSPL or its representatives, or any representation in respect of any financial product or investment;
39.8.6 you are aware of the risks associated with any investment undertaken by you, and you are fully aware and accept that you will be solely responsible for determining the merits and suitability of each and every Transaction;
39.8.7 you have not obtained from TBSPL any guarantee or assurances as to the profitability, performance, and/or results of any financial product or investment;
39.8.8 TBSPL shall not be held responsible in any way whatsoever for the performance of any financial product or investment, which you have chosen to subscribe for;
39.8.9 TBSPL shall not be liable for the performance of any financial product, including any Losses which you may incur in your investment in the financial product;
39.8.10 TBSPL has not and will not authorise its employees to provide any representations on any investment, or any assurance or guarantees (orally or in writing) on the performance of any financial product or investment for the purpose of encouraging you to subscribe or purchase interests in any investment;
39.8.11 Unless related to risk management functions addressed in the Futures Terms, TBSPL representatives do not exercise discretion in Futures Accounts nor make recommendations. Any information given to you regarding Futures Contracts or any other investment products is incidental to TBSPL's brokerage business and shall be for informational purposes only; and
39.8.12 if you require financial advisory services in relation to any financial product or investment, you shall obtain appropriate financial advisory services from an independent financial adviser.
40. Power of Attorney
40.1 By trading with or through TBSPL with respect to the Futures Account(s), or utilising any Services, you hereby confirm your irrevocable appointment of each and every director and officer of TBSPL (on a several basis), for so long as they are each a director or officer (as the case may be) of TBSPL, as your attorney for each and all of the purposes of this Agreement and with power to sign and execute all documents and perform all acts in your name and on your behalf in connection therewith whether in respect of any Transaction relating any Futures Account, Services or in respect of anything required to facilitate or give effect and/or substance to the rights conferred on TBSPL under this Agreement, and to do anything reasonably ancillary thereto. Further, registration of this power of attorney in any jurisdiction may be effected on your behalf by TBSPL at your expense. You undertake to hold harmless, indemnify and keep indemnified TBSPL and any of the aforesaid attorneys from and against any and all Losses (including legal costs on a full indemnity basis) suffered or incurred by any of them in the proper exercise of their powers under this Clause.
41. Ratification
41.1 You agree to ratify and confirm, and hereby ratify and confirm, any and all acts and things done or caused to be done by TBSPL (including pursuant to the power of attorney granted in Clause 40) for and on behalf of you or otherwise in relation to any Futures Account, any of the Transactions or Services with TBSPL.
42. Goods and Services Tax (“GST”)
42.1 If any Services provided to you by TBSPL under or in connection with this Agreement is subject to GST, TBSPL may, in addition to any consideration payable pursuant to this Agreement, recover from you an additional amount on account of GST, such amount to be calculated by multiplying the relevant amount or consideration payable by you for the relevant supply by the prevailing GST rate.
42.2 If TBSPL is not entitled to an input tax credit in respect to the amount of any GST charged to or recovered from TBSPL by any Person, or payable by TBSPL, or in respect of any amount which is recovered from TBSPL by way of reimbursement of GST referable to any supply made under or in connection with the Agreement, TBSPL will be entitled to increase any amount or consideration payable by you on account of such input tax and recover from you the amount of any such increase. Such amount is to be calculated without any deduction or set-off any other amount and is payable by you upon demand by TBSPL whether such demand is by invoice or otherwise.
43. Tax
43.1 You authorise TBSPL to disclose any personal and account information where such disclosure is required by Applicable Laws (including applicable laws imposing any reporting and/or withholding obligations on TBSPL such as the United States Foreign Account Tax Compliance Act (“FATCA”) and Income Tax Act (Chapter 134 of Singapore)), regulations, orders, agreements, or treaties made by or between tax authorities and/or governments to: (i) any of TBSPL’s related companies or subsidiaries, wherever situated; (ii) any government, quasi-government, regulatory, monetary or other authority whether in Singapore or elsewhere, including but not limit to the United States Internal Revenue Service, the United States Treasury Department, the Inland Revenue Authority of Singapore and MAS; (iii) any party to whom TBSPL is under a legal duty to disclose; and/or (iv) any party where TBSPL in good faith deems it in TBSPL’s interest to make such disclosure.
43.2 You agree that you shall be required to, upon demand by TBSPL and in a timely manner:
43.2.1 provide any form, certification or other information, as may be requested by and in a form acceptable to TBSPL, that is necessary for TBSPL: (i) to prevent withholding tax or qualify for a reduced rate of withholding tax or backup withholding tax in any jurisdiction from or through which TBSPL receives payments; or (ii) to satisfy reporting or other obligations under the United States Tax Code and the United States Treasury regulations promulgated thereunder or the Income Tax Act (Chapter 134 of Singapore);
43.2.2 update or replace such form, certification, or other information in accordance with its terms of subsequent amendments; and
43.2.3 otherwise comply with any reporting obligations imposed by the United States or any other jurisdiction, including reporting obligations that may be imposed by future legislation.
43.3 You acknowledge and agree that if, and to the extent that, TBSPL is required to make any payment, withholding or deduction as a consequence of you failing to comply in a timely manner with the requirement in the preceding representation and warranty, TBSPL shall be entitled to, at its sole and absolute discretion, withhold all or a portion of the amounts payable in respect thereof to you if TBSPL is required under Applicable Laws (including the laws of the United States) or as a consequence of any agreement between TBSPL and any tax, regulatory, governmental or quasi-governmental authority or body (including the United States Treasury Department or similar government division or department) to withhold any payments as a consequence of you failing to comply in a timely manner with the requirement in the preceding representation and warranty. You agree to hold harmless, indemnify and to keep TBSPL fully indemnified from and against any amount of payment, withholding or deduction referred to in this Clause that is in excess of such amount as may be standing to your Account(s).
43.4 You acknowledge and agree that in the event the status of you or the Beneficial Owner(s) of the Account change from a non-US Person to a US Person, you shall immediately notify TBSPL and you shall be required to, upon demand by TBSPL and in a timely manner, provide any form, certification, representation, confirmation or other information, as may be requested by and in a form acceptable to TBSPL.
43.5 You acknowledge and agree that TBSPL may in its sole and absolute discretion terminate your Account with immediate or subsequent effect by written notice if you fail to comply in a timely manner with the requirements in this Clause, whereupon TBSPL shall be entitled to receive all fees and other monies accrued up to the date of such termination.
43.6 You acknowledge and agree that TBSPL shall not be responsible for or liable to you for any Loss to you arising as a result of any act or omission or any error of judgment not amounting to actual fraud in complying with TBSPL’s reporting or other obligations under Applicable Laws (including the US Tax Code and the United States Treasury regulations promulgated thereunder or under the Income Tax Act (Chapter 134 of Singapore)).
44. Governing Law
44.1 The Futures Terms in this Agreements shall be governed by and construed in accordance with Singapore law.
45. Third Party Rights
45.1 Unless expressly provided in the Futures Terms of this Agreement, a person or entity who is not a party to the Futures Terms shall have no rights under the Contracts (Rights of Third Parties) Act Chapter 53B of Singapore or any Applicable Laws to enforce or enjoy the benefit of any Clause of the Futures Terms, regardless of whether such Person has been identified by name, as a member of a class, or as answering a particular description. No third party beneficiary’s consent is required for any subsequent agreement between you and TBSPL to amend or vary (including any release or compromise of any liability) or terminate this Agreement. Where third parties are conferred rights under the Futures Terms, those rights are not assignable or transferable.
46. No Waiver
46.1 If TBSPL does not exercise or delays exercising a right under the Futures Terms, this does not mean that it has given up or waived the right or that it cannot exercise the right later. No failure to exercise or enforce and no delay in exercising or enforcing on the part of TBSPL of any right, power or privilege shall operate as a waiver thereof, nor shall it in any way prejudice or affect the right of TBSPL afterwards to act strictly in accordance with the powers conferred on TBSPL under the Futures Terms, nor shall any single or partial exercise of any right, power, or privilege of TBSPL preclude any other or further exercise thereof or the exercise of any other right, power or privilege of TBSPL. Unless otherwise expressly agreed in writing by TBSPL, no waiver of any provision in this Agreement, rules and regulations applicable to any exchange or clearing house, or otherwise imposed by TBSPL relating to all or any Transaction, Service, or Account may be implied from any conduct or course of dealing between you and TBSPL.
47. Rights and Remedies
47.1 All of TBSPL's rights and remedies under this Agreement are cumulative of, in addition to, and not exclusive or in derogation of, any other rights or remedies provided or available to TBSPL hereunder, by law, in equity or by any other agreement.
48. Unclaimed Monies and Assets
48.1 If there are any monies, Assets and/or other property standing to the credit of any Account (including a trust or custody account) or otherwise held by TBSPL or its Nominee or Sub-Custodian for and on behalf of you which are unclaimed by you six (6) years after your last transaction with or through TBSPL and TBSPL determines in good faith that it is not able to trace or locate you, you hereby irrevocably agree that all such monies, Assets and other property including any and all accretions and accruals thereon (which in the case of monies shall include all interests earned thereon and all investments and their respective accretions and accruals which may have been made with such monies) shall be deemed to have been abandoned by you in favour of TBSPL and may be appropriated by TBSPL to and for itself to utilise in any manner TBSPL so wishes for its own benefit. You therefore shall have no right to claim such monies, Assets or other property or their accretions and accruals.
49. Conflict of Interest
49.1 You hereby acknowledge and agree that when TBSPL, its affiliates or some other Person connected with any of them acts in any of the above capacities or in any other position of conflict, TBSPL and/or its interests may or will be in conflict with your interests under any transaction or matter. You hereby acknowledge and agree that when TBSPL, its affiliates, or some other Person connected with any of them act in any of the above capacities or in any other position of conflict, TBSPL may be remunerated accordingly and/or may make profits and/or receive fees, commissions, rebates, discounts, or other benefits or advantages (whether financial or otherwise) from the counterparty or issuer or any other third party. You hereby irrevocably and unconditionally consent to TBSPL’s acting in such capacities or position of conflict and hereby authorise TBSPL to continue to enter into such transactions for you without prior reference to you and despite TBSPL acting in such capacities or position of conflict. You confirm that notwithstanding any such conflict of interest and any remuneration, profits, fees, commissions, rebates, discounts, or other benefits or advantages (whether financial or otherwise) which TBSPL may make or receive in respect thereof, you will have no claim against TBSPL for, you consent to the receipt by TBSPL of, and TBSPL shall be entitled to retain and shall have no obligation to disclose to you or any other Person (and you or other Person shall not be entitled to ask for disclosure of) the fact or amount of, any such remuneration, profits, fees, commissions, rebates, discounts, or other benefits or advantages (whether financial or otherwise) arising from any such conflict. You also agree that TBSPL will not be responsible for any Losses including loss of profit, or damage which may result from any such conflict.
49.2 In addition, you accept, are aware of and consent to the payment by TBSPL of remuneration, profits, fees, commissions, rebates, discounts or other benefits or advantages, whether financial or otherwise, arising from any introduction or referral services (whether or not the fact of such introduction or referral or the receipt or the amount of such benefit or advantage is not disclosed to you) or in respect of any specific Transaction. TBSPL will not be responsible for any Losses, costs, damages, and expenses which may result from any such conflict of interest or duty.
49.3 In addition, TBSPL, its affiliates, and its agents shall be entitled and are authorised, without having to make prior or any disclosure to you, to accept for TBSPL or its affiliates' or its agents' sole benefit from any Person engaged in a Transaction effected by TBSPL with you or on your behalf, any soft commissions (including goods, services, discounts, or other allowances attributable to any transaction entered into by TBSPL or its affiliates), cash or money rebate, allowance or benefit as part of TBSPL’s, its affiliates', or its agents' own compensation, and you hereby consent to the receipt and retention therefor. However this will only be done where permitted by and subject to any Applicable Laws in the jurisdiction concerned.
49.4 TBSPL shall not be obliged to disclose to you any fact, matter or finding which comes to its notice or that of any of its directors, officers, employees or agents in the course of acting in any capacity for any other person.
49.5 You acknowledge that TBSPL’s directors, officers and employees may trade in their personal capacities.
49.6 The Services provided by TBSPL to you are nonexclusive. TBSPL shall not be under any obligation to account to you for any benefit received for providing services to others or to disclose to you any fact or thing which may come to the notice of TBSPL in the course of providing services to others in any other capacity or in any manner whatsoever.
50. Introductions/ Sharing of Fees, Commissions, and Other Charges
50.1 You acknowledge that you may have been introduced or referred to TBSPL by a third party. TBSPL has and will accept no responsibility for any conduct, action, representation, or statement of such third party.
50.2 You further acknowledge and agree that, in consideration of such introduction by such third party, TBSPL may share TBSPL's fees, commissions and/or other charges with such third party or any other third party.
50.3 You also acknowledge that TBSPL may from time to time (either of its own initiative or at your request or a relevant third party financial service/ product supplier), refer you to a third party for the possible provision of service/product by or through such third party. In such a case, you agree that you shall be solely responsible for deciding for yourself whether and if so to actually contract to open, establish and maintain any such account or concluding any transaction with the relevant third party and that: (i) TBSPL shall not in any way be regarded as an agent of the relevant third party (even if it is affiliated) and that you will establish and/or maintain your account or conclude and effect any transaction with the relevant party only on the basis that TBSPL will have no liability or responsibility for any representation or statements made to be relied on by you in establishing and/or maintaining such account or effecting such transaction; and (ii) TBSPL may however receive one or more payments for it having referred you to the relevant party for you to open and/or maintain an account with such party or effect any transaction with such party. You agree and consent to the foregoing and TBSPL’s retention and appropriation wholly for its own account and benefit of such payments.
51. Acknowledgement of Disclosures
51.1 YOU HEREBY UNDERSTAND THE FUTURES TERMS AND CONSENT AND AGREE TO ALL OF THE TERMS AND CONDITIONS SET FORTH ABOVE. YOU ACKNOWLEDGE THAT TRADING IN FUTURES CONTRACTS IS SPECULATIVE, INVOLVES A HIGH DEGREE OF RISK, AND IS APPROPRIATE ONLY FOR PERSONS WHO CAN ASSUME RISK OF LOSS IN EXCESS OF THEIR MARGIN DEPOSIT.YOU FURTHER ACKNOWLEDGE, UNDERSTAND AND ACCEPT THE RISKS AND OTHER MATTERS DISCLOSED TO YOU IN THE RISK DISCLOSURE FOR FUTURES AND OPTIONS, THE RISK WARNING STATEMENT FOR OVERSEAS-LISTED INVESTMENT PRODUCTS AND OTHER DISCLOSURES STATEMENTS PROVIDED TO YOU DURING THE ACCOUNT OPENING PROCESS OR OTHERWISE.
You agree to promptly satisfy all Margin Calls and understand and acknowledge that Debit Balances in all of your Account(s) shall be charged with interest are required by all applicable statutes, rules, regulations, procedures or as deemed necessary by TBSPL or its Intermediaries. You understand that you are liable for payment upon demand of any obligations owned relating to Account and that your Account can and may be liquidated at any time in order to meet Margin Requirements without demand or notice being sent to you. You acknowledge that you have read and agree to be bound by all terms and conditions set forth in the TBSPL Agreements.
“HKFE” Disclaimer
Stock indices and other proprietary products upon which contracts traded on Hong Kong Futures Exchange Limited (the "Exchange") may be based may from time to time be developed by the Exchange. The HKFE Taiwan Index is the first of such stock indices developed by the Exchange. The HKFE Taiwan Index and such other indices or proprietary products as may from time to time be developed by the Exchange (the "Exchange Indices") are the property of the Exchange. The process of compilation and computation of each of the Exchange Indices is and will be the exclusive property of and proprietary to the Exchange. The process and basis of compilation and computation of the Exchange Indices may at any time be changed or altered by the Exchange without notice and the Exchange may at any time require that trading in and settlement of such futures or options contracts based on any of the Exchange Indices as the Exchange may designate be conducted by reference to an alternative index to be calculated. The Exchange does not warrant or represent or guarantee to any Exchange Participant or any third party the accuracy or completeness of any of the Exchange Indices or their compilation and computation or any information related thereto and no such warranty or representation or guarantee of any kind whatsoever relating to any of the Exchange Indices is given or may be implied. Further, no responsibility or liability whatsoever is accepted by the Exchange in respect of the use of any of the Exchange Indices or for any inaccuracies, omissions, mistakes, errors, delays, interruptions, suspensions, changes or failures (including but not limited to those resulting from negligence) of the Exchange or any other person or persons appointed by the Exchange to compile and compute any of the Exchange Indices in the compilation and computation of any of the Exchange Indices or for any economic or other losses which may be directly or indirectly sustained as a result thereof by any Exchange Participant or any third party dealing with futures or options contracts based on any of the Exchange Indices. No claims, actions or legal proceedings may be brought by any Exchange Participant or any third party against the Exchange in connection with or arising out of matters referred to in this disclaimer. Any Exchange Participant or any third party engages in transactions in futures and options contracts based on any of the Exchange Indices in full knowledge of this disclaimer and can place no reliance on the Exchange in respect of such transactions.
Futures Contracts
HSI Services Limited ("HSI") currently publishes, complies and computes a number of stock indices and may publish, compile and compute such additional stock indices at the request of Hang Seng Data Services Limited ("HSDS") from time to time (collectively, "the Hang Seng Indices"). The marks, names and processes of compilation and computation of the respective Hang Seng Indices are the exclusive property of and proprietary to HSDS. HSI has granted to the Exchange by way of licence the use of the Hang Seng Index and the four Sub indices of the Hang Seng Index, the Hang Seng China-Affiliated Corporations Index and the Hang Seng China Enterprises Index solely for the purposes of and in connection with the creation, marketing and trading of futures contracts based on such indices respectively and may from time to time grant to the Exchange corresponding use of any other Hang Seng Indices for the purposes of and in connection with futures contracts based on such other Hang Seng Indices (collectively, "Futures Contracts"). The process and basis of compilation and computation of any of the Hang Seng Indices and any of the related formula or formulae, constituent stocks and factors may at any time be changed or altered by HSI without notice and the Exchange may at any time require that trading in and settlement of such of the Futures Contracts as the Exchange may designate be conducted by reference to an alternative index or alternative indices to be calculated. Neither the Exchange nor HSDS nor HSI warrants or represents or guarantees to any Exchange Participant or any third party the accuracy or completeness of the Hang Seng Indices or any of them and the compilation and computation thereof or any information related thereto and no such warranty or representation or guarantee of any kind whatsoever relating to the Hang Seng Indices or any of them is given or may be implied. Further, no responsibility or liability whatsoever is accepted by the Exchange, HSDS or HSI in respect of the use of the Hang Seng Indices or any of them for the purpose of and in connection with the Futures Contracts or any of them and/or dealings therein, or for any inaccuracies, omissions, mistakes, errors, delays, interruptions, suspension, changes or failures (including but not limited to those resulting from negligence) of HSI in the compilation and computation of the Hang Seng Indices or any of them or for any economic or other losses which may be directly or indirectly sustained as a result thereof by any Exchange Participant or any third party dealing with the Futures Contracts or any of them. No claims, actions or legal proceedings may be brought by any Exchange Participant or any third party against the Exchange and/or HSDS and/or HSI in connection with or arising out of matters referred to in this disclaimer. Any Exchange Participant or any third party deals in the Futures Contracts or any of them in full knowledge of this disclaimer and can place no reliance whatsoever on the Exchange, HSDS and/or HSI. For the avoidance of doubt, this disclaimer does not create any contractual or quasi-contractual relationship between any Exchange Participant or any third party and HSDS and/or HSI and must not be construed to have created such relationship.
Options Contracts
HSI Services Limited ("HSI") currently publishes, complies and computes a number of stock indices and may publish, compile and compute such additional stock indices at the request of Hang Seng Data Services Limited ("HSDS") from time to time (collectively, the Hang Seng Indices"). The marks, names and processes of compilation and computation of the respective Hang Seng Indices are the exclusive property of and proprietary to HSDS. HSI has granted to the Exchange by way of licence the use of the Hang Seng Index and the four Sub indices of the Hang Seng Index, the Hang Seng China-Affiliated Corporations Index and the Hang Seng China Enterprises Index solely for the purposes of and in connection with the creation, marketing and trading of options contracts based on such indices respectively and may from time to time grant to the Exchange corresponding use of any other Hang Seng Indices for the purposes of and in connection with option contracts based on such other Hang Seng Indices (collectively, the "Options Contracts"). The process and basis of compilation and computation of any of the Hang Seng Indices and any of the related formula or formulae, constituent stocks and factors may at any time be changed or altered by HSI without notice and the Exchange may at any time require that trading in and settlement of such of the Options Contracts as the Exchange may designate be conducted by reference to an alternative index or alternative indices to be calculated. Neither the Exchange nor HSDS nor HSI warrants or represents or guarantees to any Exchange Participant or any third party the accuracy or completeness of the Hang Seng Indices or any of them and the compilation and computation thereof or any information related thereto and no such warranty or representation or guarantee of any kind whatsoever relating to the Hang Seng Indices or any of them is given or may be implied. Further, no responsibility or liability whatsoever is accepted by the Exchange, HSDS or HSI in respect of the use of the Hang Seng Indices or any of them for the purpose of and in connection with the Options Contracts or any of them and/or dealings therein, or for any inaccuracies, omissions, mistakes, errors, delays, interruptions, suspension, changes or failures (including but not limited to those resulting from negligence) of HSI in the compilation and computation of the Hang Seng Indices or any of them or for any economic or other losses which may be directly or indirectly sustained as a result thereof by any Exchange Participant or any third party dealing with the Options Contracts or any of them. No claims, actions or legal proceedings may be brought by any Exchange Participant or any third party against the Exchange and/or HSDS in connection with or arising out of matters referred to in this disclaimer. Any Exchange Participant or any third-party deals in the Options Contracts or any of them in full knowledge of this disclaimer and can place no reliance whatsoever on the Exchange, HSDS and/or HSI.
SECTION 5
MARKET DATA SUBSCRIBER AGREEMENT
1. OVERVIEW
This Market Data Subscriber Agreement (the “Agreement”) is entered into by and between Client (“Subscriber”) and Tiger Brokers (Singapore) Pte Ltd (“TBSPL”). This Agreement governs Subscriber’s receipt and use of the Market Data, and constitutes a binding legal agreement by and between TBSPL and the Subscriber (collectively the “Parties”).
2. PROPRIETARY RIGHTS IN THE MARKET DATA
2.1 Subscriber acknowledges and agrees that each of the Exchanges has exclusive and valuable property rights in and to its own Market Data, that such Market Data constitute valuable confidential information, trade secrets and/or proprietary rights of each of the Exchanges, not within the public domain, that such Market Data shall remain valuable confidential information, trade secrets and/or proprietary rights of each of the Exchanges at least until the Exchanges place their respective Market Data in the public domain or authorize placement of their respective Market Data in the public domain, and that, but for this Agreement, Subscriber would have no rights or access to such Market Data.
2.2 "Exchanges" means including but not limited to NASDAQ, NYSE, OPRA, HKEX, LSE, NZX, CME, SGX, CBOE, OSE.
2.3 "Market Data" means including but not limited to, opening and closing prices, high-low prices, settlement prices, real-time buying and selling prices, open interest information, last sale prices, price limits, requests for quotations, fixing prices, data curves, estimated and actual volume data, contract specifications and advance or delayed messages. With respect to Subscriber’s obligations under the Agreement, Market Data also includes information, data and materials that convey information to Subscriber substantially equivalent to Market Data.
3. REPORTING
Subscriber agrees to furnish promptly to TBSPL, any information or reports that may be requested or required by any of the Exchanges as applicable and that is reasonably related to Subscriber’s receipt of Market Data. Subscriber further agrees to furnish promptly to TBSPL any additional information or reports that may be required by TBSPL as it relates to Subscriber’s receipt of Market Data.
4. MARKET DATA FEES
4.1 When Subscriber applies for acceptance and use of Market Data, TBSPL needs to determine whether Subscriber is a “Non-professional” stipulated by Exchanges. If Subscriber confirms not to meet, or is not confirmed as a “Non-professional”, TBSPL can choose to collect relevant fees from such Subscriber in accordance with the TBSPL’s own customer use standard or provide delayed Market Date.
4.2 TBSPL can adjust the Market Data fee standards and preferential fee policies according to the fee standards published by Exchanges and/or related market distributors. If Subscriber does not agree with the fee changes, it can notify TBSPL of cancelling subscriptions for Market Data. He/She will be charged according to the Market Data fee standards for the month when TBSPL confirms the cancellation instruction, and the cancellation of the market subscription will take effect on the first day of the next month.
4.3 “Non-professional” Subscriber shall be an individual, natural person or small business entity, who must not be a member (or hold or rent any type of membership) of any exchange, or be registered or qualified as a professional trader or investment adviser with any stock, commodities or futures exchange or contract market, or with any financial regulatory authority, or be acting on behalf of an institution that engages in brokerage, banking, investment, or financial activities. The Non-Professional Subscriber’s Use of Information must be solely for the Subscriber’s personal or private use and limited to managing the Subscriber’s own assets, and not be used in connection with the management of any assets of any third party(ies) in any capacity. Any Subscriber who does not meet the qualifications of a Non-Professional Subscriber will be considered as a Professional Subscriber.
4.4 When Professional subscriber confirms access to real-time Market Data, he/she shall pay the due Market Data fee to TBSPL in accordance with the Market Data fee standards regulated by Exchanges, and TBSPL shall pay Exchanges on behalf of Professional subscriber.
4.5 TBSPL has the right to inspect from time to time to confirm whether Subscriber is a “Non-professional” stipulated by Exchanges. If it is confirmed that Subscriber’s identity should be adjusted, TBSPL will notify Subscriber in writing (e.g. by email) of such adjustment and collect the due fees in accordance with the Market Data fee standards for the updated identification.
5. REAL-TIME MARKET DATA SUBSCRIPTION
When Subscriber files a request for access to a real-time Market Data, Subscriber shall re-confirm his/her rights and obligations with TBSPL and Exchanges regarding the subscription of Market Data by clicking the "Accept" button.
6. COVENANTS, REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER
6.1 Subscriber covenants, represents and warrants that he/she is not engaged in the business of distributing Market Data and that, to his/her knowledge after reasonable inquiry, he/she is receiving the Market Data as authorized hereunder.
6.2 Subscriber covenants, represents and warrants he/she provides true and effective information in the Non-Professional Self-Certification Questionnaire or equivalent form.
6.3 Subscriber agrees that TBSPL determines his/her identity by means of the Non-Professional Self-Certification Questionnaire or equivalent form.
6.4 Subscriber agrees that he/she will promptly notify TBSPL in writing of any change that may cause he/she to be no longer a “Non-professional”, and TBSPL will determine his/her qualification based on the updated information.
6.5 Subscriber agrees that he/she will not use Market Data in any way to compete with the Exchanges or TBSPL, nor use the Market Data in any way so as to assist or allow a third party to compete with the Exchanges or TBSPL.
6.6 Subscriber agrees that the provision of Market Data hereunder is conditioned upon Subscriber’s strict compliance with the terms of this Agreement and that TBSPL or Exchange may forthwith discontinue said service whenever in its judgment there has been any default or breach by Subscriber of the provisions hereof.
6.7 Subscriber understands that TBSPL is obliged to furnish to Exchanges on schedule, any information or reports that may be requested or required by any of the Exchanges and that is reasonably related to Subscriber’s receipt of Market Data. Subscriber further agrees to authorize TBSPL to provide his/her information regarding identity confirmation to any of the Exchanges.
7. DISCLAIMER OF WARRANTIES
Market Data is provided, and subscriber agrees that the market data is provided, on an “as is,” “as available” basis without warranties of any kind. Subscriber agrees that: TBSPL and its affiliates; Exchange and its affiliates; and any of their respective members, directors, officers, employees, do not make any representations or warranties, express or implied, with respect to the market data or the transmission, timeliness, accuracy or completeness thereof, including, without limitation, any implied warranties or any warranties of merchantability, quality or fitness for a particular purpose or use or non- infringement.
8. INDEMNIFICATION
Subscriber will indemnify, defend and hold TBSPL and its affiliates, directors, officers and employees harmless from and against any and all claims arising out of or in connection with the Agreement, including, without limitation, any liability caused by untruthful information provided by the Subscriber.
9. TERMS AND TERMINATION
9.1 By accepting and signing below, Subscriber acknowledges and agrees that this Agreement will immediately become effective until the termination of this Agreement.
9.2 Subscriber can notify TBSPL in writing of the termination of the Agreement. TBSPL reserves the right to stop services and terminate this Agreement if TBSPL believes that Subscriber has violated any of the terms of this Agreement or used Market Data for inappropriate purposes.
10. MISCELLANEOUS
10.1 This Agreement is governed by the laws of Singapore and the terms hereof in confliction with the law provisions will be void. The court of Singapore has the exclusive right of jurisdiction over the dispute related to this Agreement.
10.2 Subscriber may not assign all or any part of the Agreement without the prior written consent of TBSPL.
10.3 In the event of any conflict between the terms and conditions of the Agreement and any other agreement relating to Subscriber’s receipt and use of Market Data, the terms and conditions of the Agreement will prevail.
10.4 TBSPL has the right to modify or amend the content of the Agreement at any time, and shall announce such modification or amendment at the official website (https://www.tigerbrokers.com.sg) and need not to obtain Subscriber’s prior approval. Any modified or amended term shall take effect upon the date of announcement.
10.5 In case of any terms hereof being fully or partially ineffective or unenforceable due to whatever reason, the other terms hereof shall remain valid and binding.
SECTION 6
PRODUCT APPLICATION LICENSE AGREEMENT
You are welcome to use the “TIGER TRADE” APP or / and PC client software and its accompanying products or services, including all documents and files included with it (the “Product”) of Tiger, which including Tiger Brokers (NZ) Limited, Tiger Brokers (AU) Pty Limited, Tiger Brokers (Singapore) Pte. Ltd., and other related companies (the “Tiger”). We are dedicated to providing you with more comprehensive and quality service. Before using the Product, please read carefully the content of the Agreement. This agreement constitutes a legal agreement between you and the products and operator. You confirmed that you are eligible to use this product and agree to this Agreement.
Article 1 Definitions
- For the purpose of the agreement, “You” refers to any natural person, legal person or unincorporated organization using the Product.
- For the purpose of the agreement, “To use” refers to any behavior including to download, install, apply, visit and any other means of making use of the functions of the Product.
Article 2 Acceptance of Terms of Service
When you click “install” or register to be a user of the Product or actually use the Product by any other means, it shall be deemed as that you have read carefully and agreed to all the terms of the Agreement and you are willing to be bound by the Agreement, and that you have had full knowledge of the possible risks and agreed to undertake all the risks relating to using the Product and its relevant services. If you do not agree to these terms, please terminate the download, stop using the product and immediately delete the product and related documents.
Article 3 Amendment of Terms of Service
3.1 For the purpose of complying with regulatory policies or improving the experience of this product, Tiger has the right to modify or amend the content of the Agreement at any time, and shall announce such modification or amendment at the official website and need not to obtain your prior approval. Therefore, please notice the update of the Tiger official website and short messaging service reminder from time to time. Any modified or amended term shall take effect upon the date of announcement of the Tiger official website.
3.2 If you continue to use the Product after the Agreement is modified or amended, it shall be deemed as that you have read, understood and accepted the terms upon modification or amendment. If you refuse to accept the modified or amended agreement, you shall immediately cease using the Product and the services of the Tiger or ask the Tiger to cancel your qualification of user after informing it of your objection in a timely manner.
Article 4 Register of User Account
4.1 Steps for registering the Tiger user account: Log in the Tiger official website or the Product and enter the account register interface; then type in your valid personal mobile phone number and the instant verification code, and you can register to be a Tiger user.
4.2 Once you have registered to be a Tiger user, it shall be deemed as that you have agreed to authorize the Tiger to send your mobile phone number a variety of text messages including but not limited to the account security prompt message, mobile phone log-in verification code, password modification prompt message, product marketing message, special offers and other commercial advertising messages.
4.3 Upon your successful register of the user account, the account use right shall belong to you and the account ownership shall belong to the Tiger. You shall provide the timely, detailed and accurate personal information and update your register information after your information has changed from time to time. In case of any problem, controversy or dispute incurred from your inauthentic, inaccurate, illegal or invalid register information, you shall assume the relevant consequences and liabilities by yourself, and the Tiger shall not be involved therein. In order to avoid disputes or disputes caused by untrue information, Tiger is entitled to cease providing you with any service.
4.4 Your user account and password shall be only used by yourself rather than transferred or lent to any other person in any form. If you find that your personal account is used by any other person illegally or with any security vulnerability, please notify the Tiger immediately. In the event that the account and password is illegally used, stolen or disclosed due to hacking or the user’s negligence of custody, the Tiger shall not assume any responsibilities.
4.5 In case that it is found that the same account and password is logged in and used by multiple persons simultaneously, the Tiger may contact the original registered user of said account immediately and has the right to suspend or cease the user qualification of said account without assuming any liabilities.
Article 5 User Privacy Protection
It has been the Tiger’s important principle to respect and protect the user privacy, and the Tiger will not disclose or provide any third person with your register or personal information unless:
5.1 when we have obtained your explicit authorization in advance;
5.2 when we have to provide your personal information so as to apply for or provide you with the products and services which you require according to your needs;
5.3 for the necessity of performing the Tiger’s statutory responsibilities or protecting its legal rights;
5.4 for the necessity of law enforcement or regulation by the judicial, administrative or other competent supervision authority.
5.5 for the necessity of disclosure in accordance with applicable laws, rules or regulations.
Please read our Privacy Policy carefully for more details about the protection of users' personal information.
Article 6 User Permission
6.1 To download, install and use: The Product is free of charge and you may download, install and use the Product for non-commercial purpose without limit on the number.
6.2 To copy and transmit: You may copy and transmit the Product for non-commercial purpose without limit on the number, however, you shall guarantee that each copy and transmission is complete and authentic, including all the software, electronic documents and trademark relating to the Product and all the content of the Agreement.
6.3 Under the agreement, the term of service of the Product shall commence from the day of successful register of your user account.
Article 7 User Management
7.1 To regularize the user behavior of using the Product, please undertake as below to the Tiger:
(i) to use the Product in compliance with the laws, rules, regulations, normative documents and the Agreement.
(ii) neither to conduct reverse engineering, reverse compiling or reverse assembly to the Product, nor to alter any resource compiled in the internal program files.
(iii) since the Product is licensed to be used as a single product, you shall undertake not to use it upon disassembling for any purpose.
(iv) not to use it for the purpose of operation by means of sale, leasing, lending, gifting or transfer.
(v) not to use the Product for any illegal purpose or by any illegal method, and to observe the applicable laws, regulations and international conventions concerning the use of internet products.
(vi) not to conduct any behaviour that is illegal or infringes any other person’s rights and interests by making use of the services provided by the Tiger.
(vii) not to publish or transmit any speech, article or information that may jeopardize national security, undermine national unity, advocate heresy and feudal superstition, be obscene or violent, insult or slander any other persons or be involved in subornation through the Product.
(viii) not to illegally break in any other computer information networks, embezzle any other persons’ computer information resources, tamper with the computer data and applications in a malicious way, produce and transmit the computer virus by design or conduct any other behaviour that may jeopardize the security of computer information network by using the Product.
(ix) not to carry out any other behaviour that shall be prohibited or restricted by law.
7.2 You shall independently assume the liabilities for all your behaviours of using the Product and services. In case that the Tiger finds out that any of your behaviours violates the commitments above, it shall have the right to take measures immediately such as cut off the transmitted content, save the transmission records, close the user account or delete the link of infringement, and may report the same to the competent supervision authority if necessary.
Article 8 Intellectual Property
8.1 The Tiger enjoys independent and complete ownership and intellectual property over the software, programs, product structures and designs used by the Product. Any person shall neither arbitrarily use, modify, reproduce, transmit, restructure, spread, issue, publish, restore or decode the Product without authorization, nor conduct reverse compiling to the Product to obtain the source code or extract the essential parts of the Product for other application, otherwise it shall be deemed as infringement.
8.2 The Tiger and other obligees enjoy independent and complete ownership and intellectual property over the quotation, information, top posts, pictures, data and archives of the Product and services. Without prior written approval of the Tiger and other obligees, any person shall neither arbitrarily copy, reprint, tamper with, or quote the relevant content of services for commercial purpose without authorization, nor shall make use of the aforesaid information and content to charge any improper fees from any other person, otherwise it shall be deemed as infringement.
8.3 In the event that your behavior infringes the intellectual property of the Tiger or any other obligees, resulting in any loss to the Tiger or any other third person, you shall assume all the liabilities for damage by yourself including but not limited to the litigation fee, forensic fee and attorney fee.
Article 9 Risk Prompt
9.1 You should have sufficient knowledge of the risks of portfolio investment. All the financial information and market quotation data provided by the Tiger are for your reference only. During the use of the Product, you shall neither regard the information and data above as explicit or implied commitment of income from investment of any financial product, nor deem the same as advice on selection/ deal of any specific varieties of any particular security or derivative, nor take it as the feasibility analysis, prediction or suggestion on the trends of the stock market and varieties of securities and investment securities, or consultation/ advice of securities investment of any other forms.
9.2 The Tiger and its affiliated companies will try to guarantee the reliability and accuracy of the information which we have provided, however, we are incapable of ensuring the absolute reliability and accuracy. You have to cautiously judge the accuracy of the price quotes, charts, comments, purchase or other information relating to the Product, which shall only be used for reference.
9.3 If you operate the securities investment based on the data and information provided by the Tiger, you shall assume all the risks and losses by your own, and the Tiger shall not bear any liabilities of breach, infringement or any other civil liabilities for the risks or losses that may be incurred from your investment decisions.
Article 10 Disclaimer
10.1 You shall confirm that you are informed of the functions of the Product and the necessary operations for fulfilment of said functions, and voluntarily choose to use the Product and relevant services based on your own needs. Any risks or consequences due to the use of the Product and relevant services shall be completely borne by yourself rather than the Tiger.
10.2 The Product has been tested in a detailed and rigorous way; however, we cannot guarantee that it is completely compatible with all software and hardware systems or that no bug exists in the Product. In case of incompatibility or software bug, you may contact the Tiger to get corresponding technical assistance.
10.3 Within the maximum scope allowed by applicable laws, as to any loss and risk incurred from the use or failure of use of the Product, including but not limited to the direct or indirect personal impairment, loss of commercial profit, trade suspension, loss of business information or any other economic loss, the Tiger shall not assume any liabilities.
10.4 As to the loss incurred from the telecommunications system or internet network failure, computer failure or virus, information breakdown or loss, computer system problems or any other force majeure, the Tiger shall not assume any liabilities.
10.5 You shall voluntarily take reasonable protective measures when using the Product. The services provided by the Product may cease or break down due to objective factors and result in your inconvenience of use or economic loss. In case of any loss incurred to you from your use or failure of use of the services provided by the Product under such circumstances, the Tiger shall nor assume any liabilities.
10.6 The Tiger will try to maintain the security and convenience of the Product; however, it shall not assume any liability as to the information deletion or memory failure.
10.7 The Tiger will publish or reprint the news, information and articles of exchange provided by the cooperative companies in the Product according to the operation requirements of the company, and we will specify the provider of the content during publication and reprinting. Based on the respect to the intellectual property of the content provider, the Tiger will not make any substantial review or modification to the content provided, thus will not guarantee the authenticity, completeness, accuracy and suitability of said content; you shall make judgment by yourself. Specially, the Tiger disclaims liability towards any client, partner and supplier for:
- the accuracy of any news, information and articles;
- any delay, inaccuracy, error, interruption or omission in providing news, information and articles; and
- any discontinuance of news, information and articles.
If you consider that any of the content is involved in infringement or false, please express your opinions to the provider of said content by yourself.
10.8 Any fact, assessment, analysis, forecasts, opinion and other information (collectively “Information”) released by the Tiger do not take into account any of your investment objectives, investment goals, financial situation, and specific needs and demands. Therefore, all information of the Tiger is, unless otherwise stated, intended for general information and/or marketing purposes only and should not be construed as
- financial, investment, tax or accounting advice;
- a general or personal recommendation of trading financial products; or
iii. any other type of encouragement to act, invest or divest in a particular manner.
10.9 The information in the Product may be accessed worldwide however it is not directed at residents in any country or jurisdiction where such distribution or use would be contrary to local law or regulation.
Article 11 Termination of Service
11.1 Under any one of the circumstances below, the services of the Tiger shall be terminated:
(i) You refuse to accept the modified or amended terms of the Agreement, or no longer use the services of the Tiger as shown by any other forms;
(ii) In case of your behavior that violates the Agreement, the Tiger shall be entitled to terminate the services immediately and cancel your qualification of user without assuming any liabilities of breach;
(iii) In the event that the Tiger fails to continue to provide the services, both parties shall have the right to terminate the services without assuming any liabilities of breach.
As mentioned above, "Force Majeure" means all events which are beyond the control of the Parties to this Contract, and which are unforeseen, unavoidable or insurmountable, and which prevent total or partial performance by any of the Parties. Such events shall include earthquakes, typhoons, flood, fire, war, strikes, riots, acts of governments, changes in law or the application thereof or any other instances which cannot be foreseen, prevented or controlled, including instances which are accepted as Force Majeure in general international commercial practice.
11.2 In case of termination of the Tiger services, your qualification of user shall be lost upon the date of such termination, and you shall not have the right to use the Tiger services, and the Tiger shall not bear any obligations to you.
Article 12 Miscellaneous
12.1 The execution, effectiveness, performance, termination and dispute settlement of the Agreement shall be governed by the laws of Hong Kong.
12.2 As to any dispute arising in the execution, effectiveness, performance and termination of the Agreement, the Tiger expects to settle through friendly consultation with you; in case that the consultation fails or the consultation result is not satisfactory to you, you and the Tiger shall, upon consent, file an arbitration to the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the HKIAC Administered Arbitration Rules for settlement of the dispute.
12.3 In the event that any term of the Agreement becomes completely or partially invalid or not enforceable due to any reason, or violated any applicable law, said term shall automatically become ineffective; however, the other terms of the Agreement shall remain effective and binding.
12.4 The Tiger shall have the right of final interpretation over the Agreement.
SECTION 7
DATA PROTECTION NOTICE
This Data Protection Notice (“Notice”) sets out the basis which Tiger Brokers (Singapore) Pte Ltd (“TBSPL”) may collect, use, disclose or otherwise process personal data of our customers in accordance with the Personal Data Protection Act (“PDPA”). This Notice applies to personal data in our possession or under our control, including personal data in the possession of organisations which we have engaged to collect, use, disclose or process personal data for our purposes.
PERSONAL DATA
1. As used in this Notice:
“customer” means an individual who (a) has contacted TBSPL through any means to find out more about any goods or services TBSPL provide, or (b) may, or has, entered into a contract with TBSPL for the supply of any goods or services by us; and
“personal data” means data, whether true or not, about a customer who can be identified: (a) from that data; or (b) from that data and other information to which we have or are likely to have access.
2. Depending on the nature of your interaction with TBSPL, some examples of personal data which TBSPL may collect from you include your name and identification information such as your NRIC number, contact information such as your address, email address or telephone number, nationality, gender, date of birth, marital status, photographs and other audio-visual information, employment information and financial information such as credit card numbers, debit card numbers or bank account information.
3. Other terms used in this Notice shall have the meanings given to them in the PDPA (where the context so permits).
COLLECTION, USE AND DISCLOSURE OF PERSONAL DATA
4. TBSPL generally do not collect your personal data unless:
-
- it is provided to TBSPL voluntarily by you directly or via a third party who has been duly authorised by you to disclose your personal data to TBSPL (your “authorised representative”) after
- you (or your authorised representative) have been notified of the purposes for which the data is collected, and
- you (or your authorised representative) have provided written consent to the collection and usage of your personal data for those purposes; or
- collection and use of personal data without consent is permitted or required by the PDPA or other laws. TBSPL shall seek your consent before collecting any additional personal data and before using your personal data for a purpose which has not been notified to you (except where permitted or authorised by law).
5. TBSPL may collect and use your personal data for any or all of the following purposes:
- performing obligations in the course of or in connection with our provision of the goods and/or services requested by you;
- verifying your identity;
- responding to, handling, and processing queries, requests, applications, complaints, and feedback from you;
- managing your relationship with TBSPL;
- processing payment or credit transactions;
- sending you marketing information about TBSPL’s goods or services including notifying you of TBSPL’s marketing events, initiatives and promotions, lucky draws, membership and rewards schemes and other promotions;
- complying with any applicable laws, regulations, codes of practice, guidelines, or rules, or to assist in law enforcement and investigations conducted by any governmental and/or regulatory authority;
- any other purposes for which you have provided the information;
- transmitting to TBSPL’s affiliates or any unaffiliated third parties including TBSPL’s third party service providers and agents, and relevant governmental and/or regulatory authorities, whether in Singapore or abroad, for the aforementioned purposes; and
- any other incidental business purposes related to or in connection with the above.
6. We may disclose your personal data:
-
- where such disclosure is required for performing obligations in the course of or in connection with TBSPL’s provision of the goods or services requested by you; or
- to third party service providers, agents and other organisations we have engaged to perform any of the functions listed in clause 5 above for TBSPL.
7. The purposes listed in the above clauses may continue to apply even in situations where your relationship with TBSPL (for example, pursuant to a contract) has been terminated or altered in any way, for a reasonable period thereafter (including, where applicable, a period to enable us to enforce our rights under any contract with you).
WITHDRAWING YOUR CONSENT
8. The consent that you provide for the collection, use and disclosure of your personal data will remain valid until such time it is being withdrawn by you in writing. You may withdraw consent and request TBSPL to stop using and/or disclosing your personal data for any or all of the purposes listed above by submitting your request in writing or via email to TBSPL’s Data Protection Officer at the contact details provided below in clause 21.
9. Upon receipt of your written request to withdraw your consent, TBSPL may require reasonable time (depending on the complexity of the request and its impact on TBSPL’s relationship with you) for your request to be processed and for TBSPL to notify you of the consequences of TBSPL acceding to the same, including any legal consequences which may affect your rights and liabilities to TBSPL. In general, TBSPL shall seek to process your request within ten (10) business days of receiving it. Whilst TBSPL respects your decision to withdraw your consent, please note that depending on the nature and scope of your request, TBSPL may not be in a position to continue providing its goods or services to you and TBSPL shall, in such circumstances, notify you before completing the processing of your request. Should you decide to cancel your withdrawal of consent, please inform TBSPL in writing in the manner described in clause 8 above.
10.Please note that withdrawing consent does not affect our right to continue to collect, use and disclose personal data where such collection, use and disclose without consent is permitted or required under applicable laws.
ACCESS TO AND CORRECTION OF PERSONAL DATA
11. If you wish to make (a) an access request for access to a copy of the personal data which TBSPL hold about you or information about the ways in which TBSPL use or disclose your personal data, or (b) a correction request to correct or update any of your personal data which we hold about you, you may submit your request in writing or via email to our Data Protection Officer at the contact details provided below in clause 21.
12. Please note that a reasonable fee may be charged for an access request. If so, TBSPL will inform you of the fee before processing your request.
13. TBSPL will respond to your request as soon as reasonably possible. Should TBSPL not be able to respond to your request within thirty (30) days after receiving your request, TBSPL will inform you in writing within thirty (30) days of the time by which we will be able to respond to your request. If TBSPL is unable to provide you with any personal data or to make a correction requested by you, TBSPL shall generally inform you of the reasons why TBSPL are unable to do so (except where TBSPL is not required to do so under the PDPA).
PROTECTION OF PERSONAL DATA
14. To safeguard your personal data from unauthorised access, collection, use, disclosure, copying, modification, disposal or similar risks, TBSPL have introduced appropriate administrative, physical and technical measures such as up-to-date antivirus protection, encryption and the use of privacy filters to secure all storage and transmission of personal data by TBSPL, and disclosing personal data both internally and to our authorised third party service providers and agents only on a need-to-know basis.
15. You should be aware, however, that no method of transmission over the Internet or method of electronic storage is completely secure. While security cannot be guaranteed, TBSPL strives to protect the security of your information and is constantly reviewing and enhancing its information security measures.
ACCURACY OF PERSONAL DATA
16. TBSPL generally relies on personal data provided by you (or your authorised representative). In order to ensure that your personal data is current, complete and accurate, please update TBSPL if there are changes to your personal data by informing our Data Protection Officer in writing or via email at the contact details provided below.
RETENTION OF PERSONAL DATA
17. TBSPL may retain your personal data for as long as it is necessary to fulfil the purpose for which it was collected, or as required or permitted by applicable laws.
18. TBSPL will cease to retain your personal data, or remove the means by which the data can be associated with you, as soon as it is reasonable to assume that such retention no longer serves the purpose for which the personal data was collected, and is no longer necessary for legal or business purposes.
TRANSFERS OF PERSONAL DATA OUTSIDE OF SINGAPORE
19. TBSPL generally does not transfer your personal data to countries outside of Singapore. However, if we do so, we will obtain your consent for the transfer to be made and we will take steps to ensure that your personal data continues to receive a standard of protection that is at least comparable to that provided under the PDPA.
DATA PROTECTION OFFICER
20. You may contact TBSPL’s Data Protection Officer if you have any enquiries or feedback on TBSPL’s personal data protection policies and procedures, or if you wish to make any request, in the following manner:
DPO contact details:
Contact number: +65 6331 2277
Email address: dpo@tigerbrokers.com.sg
EFFECT OF NOTICE AND CHANGES TO NOTICE
21. This Notice applies in conjunction with any other notices, contractual clauses and consent clauses that apply in relation to the collection, use and disclosure of your personal data by TBSPL.
22. TBSPL may revise this Notice from time to time without any prior notice. You may find the updated Notice on TBSPL’s website or upon request. Your continued use of our services constitutes your acknowledgement and acceptance of such changes.
SECTION 8
FUND MALL SERVICE AGREEMENT
UNIT TRUST INVESTMENT TERMS AND CONDITIONS
If you have chosen to apply for Fund Mall Service with TBSPL, you are required to read, understand and accept the terms and conditions under this Fund Mall Service Agreement ("Fund Mall Terms”). By completing, signing and submitting the application, you acknowledge your understanding of and acceptance to and you agree to all the terms herein, being the Fund Mall Terms, which additionally apply to all Fund Mall Service which you now have or may at any future time have from time to time closed and then reopened.
The Fund Mall Terms are cumulative with and in addition to TBSPL’s Customer Agreement for Securities Trading Account (“Agreement”) which you have already accepted and agreed to and which are incorporated and equally apply to your Transactions in Funds (as defined below) except as otherwise provided herein. The Fund Mall Terms and Addendum shall be read and construed together with the Agreement, together with all disclosures, terms, conditions, rules, and regulations included on the Website (as defined in TBSPL’s Agreement), as the same may be amended, modified, supplemented, or replaced from time to time (collectively referred to as the “Terms”), shall apply to all Fund Mall Services and your Transactions in Approved Funds. In the event of any conflict or inconsistency between the provisions of the Terms and the Fund Mall Terms, the provisions of the Fund Mall Terms shall prevail with respect to or in connection with any transactions in relation to Fund (as defined below). Unless the context otherwise requires, any capitalised term used in the Fund Mall Terms and which is not specifically defined herein shall have the meaning given to it in the Agreement.
1. INTERPRETATION
1.1 In these terms and conditions, the following words and expressions shall have the meanings set out hereunder unless the context otherwise requires:-
“Account” means the account which the Customer opens and maintains to have access to the financial products and services provided by TBSPL as defined below, amended, re-enacted or re-constituted from time to time;
“Accredited Investors” means a Customer who has successfully declared themselves as accredited investor, as defined in the SFA, as the same may be amended, re-enacted or re-constituted from time to time;
“Applicable Laws” means all relevant or applicable statutes, laws, rules, regulations, directives, notices, stock exchange rules and circulars; “Application Form” means the application form provided by TBSPL to the Customer in accordance with its general operating procedures for the application by the Customer to open an Account;
“Business Day” means a day on which TBSPL is open for business;
“Corporate” means a company, sole proprietorship, partnership, club, society, charity, trust or Management Corporation;
“Currency” means money denominated in the lawful currency of any jurisdiction;
“Custodian” means TBSPL, or a custodian or sub-custodian (whether in Singapore or elsewhere) appointed by TBSPL from time to time in respect of (1) monies of the Customer and/or (2) any Security subscribed for or purchased by the Customer through the Account;
“Customer” means any person(s) or Corporate(s) who hold(s) and operate(s) an Account with TBSPL and includes the successors in title, legal representatives or Authorised Person, whichever is applicable, of the Customer;
“Dealing Day” means, in respect of any Security, a day on which dealings take place or may be affected in relation to the relevant Security;
“Force Majeure Event” means any event beyond TBSPL’ control, such as fire, earthquake, flood, lightning, riots, strikes, lockouts, government action, war, the acts, orders, directives, policies, regulations, prohibitions or measures of any kind on the part of any court, governmental, parliamentary and/or regulatory authority imposed after the fact, power failure, acts or defaults of any telecommunications network operator, telecommunications disruption or computer failure;
“Forward Exchange Rate” means the forward exchange rate quoted and agreed to by TBSPL at its discretion having regard to the prevailing forward foreign exchange market conditions for the exchange of the Currencies bought and sold under a FX Forward on the Value Date;
“FX” means foreign exchange;
“FX Order” means any request, application, Standing Order or order, including order to purchase, sell, subscribe and enter into, any foreign currency or FX transaction (as the case may be) and includes any request or order to revoke, ignore or vary any previous request (in the form and manner acceptable to TBSPL) made by the Customer, or which TBSPL reasonably believes to be a request, application or order from the Customer;
“Fund” means any unit trust, investment fund, mutual fund, exchange traded fund (“ETF”) or any other collective investment scheme distributed by or made available through TBSPL from time to time;
“Intended Denomination” means the standard nominal amount (or its multiples) of a bond, which is specified in the bonds’ relevant documents, including, but not limited to, the offering circular, information memorandum, prospectus and pricing supplement;
“Loss” means any and all loss, damage, costs (including cost of funding), charges and expenses of whatsoever nature and howsoever arising, including legal fees on a full indemnity basis;
“MAS” means the Monetary Authority of Singapore;
“Manager” means the manager and/or issuer of any Fund;
“Market Data” means data (including but not limited to symbols information, statistics and any other data in letter or numeral form), whether real-time or delayed, disseminated by the relevant stock exchange(s) disclosing, describing, summarising or otherwise commenting on the trading of securities contract;
“Odd Lot” means the non-standard trading nominal size that does not equal to a Security’s Intended Denomination;
“Officer” means any officer or employee of TBSPL;
“Order” means any authorisation, request, instruction or order (in whatever form, including but not limited to a Transaction, and howsoever sent) given or transmitted to TBSPL by the Customer or which TBSL or an Officer reasonably believes to be the authorisation, request, instruction or order of the Customer, and includes any authorisation, request, instruction or order to revoke, ignore or vary any previous authorisation, request, instruction or order;
“Parties” means TBSPL and the Customer;
“Person” includes any individual, government, stock exchange, statutory body, business, firm, partnership, corporation or unincorporated body;
“Personnel” means the directors, officers, employees, servants, agents and employees of TBSPL and/or its nominee;
“Processing Fee” means an administrative and/or advisory fee in relation to the handling of securities and/or investment products.
“Restricted Scheme” means a Fund which may only be offered or marketed to Accredited Investors in Singapore or such other relevant persons as may be permitted under the SFA;
“Round Lot” means the standard trading nominal amount that is equal to a Security’s Intended Denomination;
“Security” or “Securities” shall have the same meaning ascribed in SFA;
“SFA” means the Securities and Futures Act 2001 of Singapore, as the same may be amended from time to time;
“SGX-ST” means the Singapore Exchange Securities Trading Limited;
“SRS” means the Supplementary Retirement Scheme. For the avoidance of doubt, provisions herein relating to SRS will not be applicable and/or relevant to a Corporate;
“Standing Orders” means instruction(s) given by the Customer to TBSPL from time to time without further instruction from the Customer to enter into the FX Order at an exchange rate or Forward Exchange Rate specified by the Customer in such instruction(s) which is open for acceptance at TBSPL’ discretion;
“Subscriber” in relation to the usage of Market Data, means a Customer who uses the Market Data on the Website and agrees to the terms as specified in Market Data Subscriber Agreement;
“TBSPL” or "TBSG" means Tiger Brokers (Singapore) Pte. Ltd.;
“Transaction” means any transaction effected under the Account in respect of any Unit in a Security (where relevant) and includes the application for, subscribing, purchasing, switching, transferring, selling or redemption of any Unit in any Fund or the purchasing, subscription, sale or redemption of Securities (where relevant);
“Unit” means a share or unit in a Fund or Security;
“Value Date” means a date specified for payment or delivery under the FX Order and shall be determined in accordance with the relevant Business Day;
“Website” includes Tiger Brokers (Singapore) Pte Ltd and/or its holding company, TBSPL and/or its subsidiaries and/or the subsidiaries of its holding company website and its affiliated sites such as, and not limited to.;
1.2 Any reference to a statutory provision shall include such provision as may from time to time be modified, amended or re-enacted so far as such modification, amendment or re-enactment applies or is capable of applying to any Transaction.
2. GENERAL CONDITIONS/APPOINTMENT OF CUSTODIAN
2.1 The Customer authorises, consents and agrees to the disclosure by TBSPL and/or any of its Officers or agents, at any time and from time to time, of any or all information in respect of any particulars of the Customer, the Transactions or the Account to any Person as TBSPL may, in its sole and absolute discretion, deem fit, appropriate or necessary, or when such disclosure is made in accordance with Applicable Laws.
2.2 The Customer shall not, without the prior written consent of TBSPL, assign, charge or encumber any Account or the Customer's rights therein, or create or permit to create, in favour of any Person (other than TBSPL) any interest by way of trust or otherwise in any Account. TBSPL shall not be required to recognise any Person other than the Customer as having any interest in any Account.
2.3 Without prejudice to Clause 2.5 but subject to compliance with Applicable Laws, TBSPL may, when necessary and at its sole and absolute discretion, hold all Funds for which the Customer has subscribed or purchased, on behalf of the Customer as bare custodian and not trustee of the Funds. If so instructed by a Customer, TBSPL shall also be entitled to place any sale or redemption monies or other monies parked by such Customer with TBSPL in an omnibus account to be held on trust on behalf of such Customer. In acting as custodian for the Customer, TBSPL’s sole duty shall be to act as bare custodian in respect of the Securities, Funds and cash and to take such care of such Funds and cash as it would in respect of similar properties or assets belonging to TBSPL. Without prejudice to the preceding, TBSPL shall be under no responsibility or obligation to take any action or notify the Customer in respect of any Fund and cash unless otherwise instructed by the Customer. TBSPL shall have no responsibility or duty to the Customer to investigate, participate in or take any action whatsoever concerning proxies received, attendance at meetings and voting therein.
2.4 TBSPL will claim all amounts in respect of interest or dividends pertaining to the Customer’s Funds held in custody which are known to TBSPL to be payable. Such amounts shall be paid to the Customer (less any applicable taxes and other charges which are required to be withheld by TBSPL and as imposed by the relevant authorities) as and when they are actually received by TBSPL and TBSPL is not responsible for claiming any other entitlement or benefit that the Customer may have.
2.5 TBSPL is hereby irrevocably authorised by the Customer to appoint a Custodian for any period of time to hold (1) monies of the Customer and/or (2) any and/or all of the Funds subscribed for or purchased on behalf of the Customer and for purposes as authorised by the Customer. As long as TBSPL exercises good faith and uses reasonable care in the selection and continued appointment of the Custodian, TBSPL shall have no responsibility for or obligation in respect of the performance by the Custodian of any of the duties delegated to it by TBSPL in relation to the Account or any Fund held by the Custodian on behalf of the Customer. For Funds and monies that are held by a Custodian, which is outside of Singapore, the level of protection and safeguards afforded in the relevant foreign jurisdiction may not be the same as in Singapore, and there may be material differences between these regimes. In some instances, the Customer’s monies or Funds may be passed to other entities along a holding chain, such that the manner in which the Customer’s monies or Funds are held by the different entities may also be different. In a holding chain, there may be risk that the Customer may incur delay in the recovery process or may not be able to fully recover their monies or Funds if the other entities in the holding chain were to fail, wind up or enter into liquidation. In addition, where the Customer’s monies and Funds are held in an omnibus account, these monies and Funds are commingled with those of other customers in the same account, and the Customer may be further exposed to losses of other customers. Any action that may be taken by the Customer to enforce his rights, in relation to his units held under the Custodian’s name, shall be directed at the Custodian. TBSPL shall not be liable for any Loss suffered or incurred by the Customer arising from the insolvency of the Custodian or any act or omission of the Custodian.
2.6 Where custody services are provided to the Customer either by TBSPL or the Custodian, the Customer shall pay to TBSPL or the Custodian such fees and other costs, charges and expenses as may be imposed by TBSPL or the Custodian in their sole and absolute discretion from time to time in respect of these services, and hereby authorises TBSPL to debit the Account for all such fees, costs, charges and expenses. The Customer acknowledges and consents to the fact that any Funds and cash belonging to the Customer held with the Custodian or TBSPL may be held with Funds and cash held for other customer of the Custodian or TBSPL on an aggregate or omnibus basis (where not prohibited by law). The Customer understands that Funds and cash held on an aggregate or omnibus basis may not be specifically identifiable by separate certificates, other physical documents or equivalent electronic records and that the Customer shall not have any right to any specific Fund or cash held by TBSPL or the Custodian but will be entitled, subject to the provisions in these terms and conditions, to delivery by TBSPL or the Custodian of Funds of the same class, denomination and nominal amount and which rank pari passu with those accepted and held by TBSPL or the Custodian for the Customer, subject always to any corporate actions (mergers or sub-divisions, capital re-organisation, etc) which may have occurred. TBSPL shall keep and maintain records of the respective Customer’s interest in any Funds and cash which have been held on an aggregate or omnibus basis. This Clause 2.6 is without prejudice to the holding of Funds by TBSPL as bare custodian.
2.7 TBSPL may engage or appoint any Person (who is not an Officer or related to TBSPL) to carry out any Order or to exercise any authority granted to TBSPL by the Customer whether under this Agreement or otherwise. In making such engagement or appointment, TBSPL shall not be liable to the Customer for any Loss suffered or incurred by the Customer as a result of any act or omission of such Person.
2.8 The Customer’s relationship with TBSPL, the operation of the Account and the implementation of all Orders shall be subject at all times to the Applicable Laws. TBSPL may take or refrain from taking any action whatsoever (including but not limited to refusing to implement any Orders), and the Customer shall do all things required by TBSPL, in order to procure or ensure compliance with Applicable Laws or any order of court/authority.
2.9 The Customer hereby agrees to ratify and confirm all Transactions and all acts and things done or caused to be done or effected by TBSPL and/or the Custodian on the Customer’s behalf in relation to the Account or the Securities held on behalf of the Customer and agrees that such Transactions, acts and/or things done shall also be governed by these terms and conditions.
2.10 The Customer hereby irrevocably appoints TBSPL through any of its directors or officers as the attorney of the Customer for each and all of these terms and conditions and authorises such directors or officers of TBSPL to sign and execute all documents and perform all acts in the name and on behalf of the Customer in connection therewith, whether in respect of any Transaction relating to the Account or these terms and conditions (including but not limited to the protection or preservation of any of TBSPL’s rights and remedies hereunder, the payment of all monies due and owing to TBSPL by the Customer and as may be required under the laws of any jurisdiction for the exemption from any tax or duty in relation to the transfer and/or delivery of a Security) or in respect of anything required to give effect and/or substance thereto. For the avoidance of doubt, nothing in this Clause shall impose any obligation on TBSPL to take any action or exercise any rights as the Customer’s attorney and TBSPL shall at all times have the absolute discretion in determining whether or not to exercise any of its powers as the Customer’s attorney hereunder.
2.11 The Customer agrees that all monies (including any sale or redemption monies or cash parked into the Cash Account, omnibus account or maintained with TBSPL or the Custodian) and/or Securities and/or all other property of the Customer in TBSPL or the Custodian’s custody shall be subject to a general lien in favour of TBSPL for the discharge of all or any indebtedness and other obligations of the Customer to TBSPL. The Customer shall not be entitled to withdraw any monies or withdraw or dispose of such Securities / Funds held by TBSPL pending the repayment or satisfaction in full to TBSPL of any indebtedness or obligation of the Customer to TBSPL.
2.12 TBSPL shall be entitled, without notice to the Customer, to set-off any debts owing by the Customer against any amounts due to the Customer whether the debts are actual or contingent and irrespective of any differences in Currency. TBSPL shall be entitled to affect such Currency conversions and at such rates of exchange as TBSPL may in its sole and absolute discretion determine for the purposes of effecting such set-off.
2.13 The Customer acknowledges that as a general rule, excess monies of the Customer (unless refunded to the Customer), will be commingled with excess monies from other customers of TBSPL in an omnibus trust account and that administratively, it would not be practical or feasible and is economically counter-productive to attempt to allocate the respective interest entitlement (if the trust account is interest-bearing) on an individual basis in view of the constant fluctuations in the value of the collective monies in such trust account. The Customer agrees to waive and relinquish in favour of TBSPL any and all entitlements to interest accruing to the Customer’s share of monies in such trust account. Where TBSPL utilises a bank to deposit Customer’s monies, TBSPL’s sole responsibility to the Customer as regards the utilisation of such bank shall be to exercise reasonable care in the selection of such bank. The Customer will not hold TBSPL liable for any wilful action or omission, default, fraud or negligence by the bank.
2.14 The Funds may be commingled collectively with other funds of other customers of TBSPL and the Customer’s entitlements may not be identifiable by separate certificates or records. Where as a result of such commingling and aggregation of the Funds of the Customer and other persons, certain entitlements to dividends, interest and other monies are payable in respect of the said Funds, the Custodian has full discretion as to the allotment or distribution of such entitlements as amongst its customers.
2.15 If any monies or debt(s) due from TBSPL to the Customer remains unclaimed by the Customer six (6) years after the Customer’s last Transaction with or through TBSPL and TBSPL determines in good faith that it is not able to trace the Customer, the Customer agrees that all such monies or debt(s) otherwise due shall be waived and abandoned in favour of TBSPL. The Customer thereafter shall have no right to claim such monies or debt(s) and is deemed to have waived all rights in relation thereto.
2.16 Whenever the Customer receives any statements of account, contract notes (if applicable), confirmations or notifications in respect of any Order or any document (the “Statement”) provided in relation to the Account from TBSPL, the Customer agrees that it will inform TBSPL of any mistakes or omission or disagreements within fourteen (14) days from the date of the relevant Statement. If the Customer fails to do so, the Customer is deemed to have agreed to the contents in such Statement and will no longer have the right to dispute the accuracy of the Statement. Accordingly, TBSPL has the right to treat the Customer’s silence as the Customer’s representation that the Statement is accurate. Nothing in this Clause shall prevent TBSPL from unilaterally amending any such Statement for any inaccuracy it detects.
2.17 Any instructions (oral or otherwise) purported to be given by any person other than the Customer, need not be acted on by TBSPL or the Custodian but TBSPL and the Custodian is authorised to act on any and all such instructions which TBSPL or the Custodian believes in good faith, or has reason to believe, is from the Customer as soon as such instructions have been received by TBSG or the Custodian without requiring written confirmation thereof. TBSPL and the Custodian shall not be liable for any Loss incurred by the Customer as a result of TBSPL or the Custodian so acting.
2.18 Nothing herein shall prevent TBSPL or the Custodian from becoming the owner of the Customer’s Funds and holding, disposing or otherwise dealing with the same, with the same rights which TBSPL or the Custodian would have had services not been provided herein. TBSPL may buy, hold and deal in any Funds on its own account notwithstanding that such Funds or similar Funds may be held by or for the Customer’s Account.
2.19 In the event that TBSPL ceases its business activities for any reasons whatsoever, TBSPL shall procure that all Customer’s assets and/or monies have been accounted for and returned to the Customer as soon as practicable. If a Customer cannot be contacted or does not give any instructions or make any claim in relation to the said assets and/or monies after a period of six (6) months, TBSPL shall have the absolute and sole discretion to make arrangements for such assets and/or monies to be paid to and dealt with by the courts of the Republic of Singapore.
3 CASH ACCOUNT
3.1 A cash account (the “Cash Account”) could be opened for the Customer, through which the Customer’s investment monies under this Fund Mall Terms are transacted.
3.2 Unless otherwise instructed by the Customer, TBSPL has the discretion to use the Cash Account to:
- park the sale or redemption proceeds and distribution income (including but is not limited to dividends and coupon proceeds) from the Customer’s investments;
- pay the Wrap Fee, the Loss stated in Clause 6.4 and any other fees and charges imposed by TBSPL from time to time with the available funds in the Cash Account; and
- park any other monies of the Customer, including but is not limited to, the Customer’s stale or invalid cheques.
3.3 Where there are insufficient monies in the Cash Account to make the required payments in Clause 3.2(b), TBSPL shall sell or redeem from any of the Funds invested by the Customer to pay the outstanding amount.
3.4 The Customer acknowledges that the monies in the Cash Account would be parked by TBSPL into interest-bearing bank accounts in Singapore or elsewhere. The Customer agrees to waive and relinquish in favour of TBSPL a certain percentage, as determined by TBSPL from time to time, of the Customer’s entitlements to interest accruing to the Customer’s share of monies in the Cash Account being administrative fee payable to TBSPL. The interest is computed daily and credited at the end of every calendar quarter into the Customer’s Cash Account. The Customer acknowledges that monies parked outside Singapore will be subject to regulations of the foreign jurisdiction and may not be subject to the same protection as that conferred on monies parked in Singapore.
3.5 TBSPL reserves the right to impose minimum values for monies parked in the Cash Account or withdrawals from the Cash Account.
3.6 TBSPL reserves the right to return the balance monies in the Cash Account to the Customer at any time as determined by TBSPL, including but is not limited to, if the balance monies fall below a minimum value to be determined by TBSPL.
4. FUNDS PROVISIONS
4.1 The Customer may instruct TBSPL to execute any Transaction by placing an Order with TBSPL. Upon the receipt of such Order, TBSPL shall execute the Transaction by placing an order with the relevant Manager/counterparty/stock exchange. The Order becomes irrevocable immediately after TBSPL has executed the Transaction by placing an order with the relevant Manager/counterparty/stock exchange.
4.2 In any event, TBSPL is entitled to require the Customer to place cash as deposit prior to execution of any Order. TBSPL is entitled at its discretion to determine the amount of deposit payable by the Customer and the time and manner for the placement and nature of such deposit. Nevertheless, where an Order is executed by TBSPL prior to receipt of payment, this shall not in any way be deemed as TBSPL providing an advance, loan or credit facility to the Customer.
4.3 If TBSPL has executed a subscription or purchase Transaction before the actual receipt of the necessary application monies and fees, the Customer shall procure that payment in cleared funds should be received by TBSPL at such time period specified by TBSPL in its sole and absolute discretion from time to time. If payment is not received within the time period specified by TBSPL or where there is confirmation of insufficient funds in the Customer’s account, the subscription or purchase may be cancelled forthwith or resold to the Manager/counterparty without any liability or responsibility on the part of TBSPL, in which event the Customer shall be responsible for any Loss suffered by TBSPL resulting from the failure by the Customer to make such payment. TBSPL reserves the right to set off or recover the said Loss by either
- deducting the relevant amount from the Customer’s Account;
- selling or redeeming the Customer’s Securities / Funds;
- deducting the relevant amount from any sale or redemption proceeds and distribution income (including but is not limited to dividends and coupon proceeds) from the Customer’s investments or other assets; or
- requesting the Customer to issue a cheque or make payment using other electronic means available.
4.4 The Customer understands that if there is any outstanding payment required for any Funds, which he/she purchases or subscribe to, after the due date of the Transaction (if applicable), TBSPL has the right to force sell any or all of these Funds. The Customer shall be responsible for any Loss suffered by TBSPL and TBSPL shall not be liable to the Customer for any Loss, suffered by the Customer, including but not limited to a Loss as a result of any fall in the price of the Funds between the time the right to force sell arose and the time it actually sells the Funds.
4.5 Orders placed by the Customer with TBSPL may be aggregated and consolidated either daily or from time to time by TBSPL together with orders placed by TBSPL's other customers or any other person whom TBSPL deems fit, for the purposes of placement of the orders by TBSPL with the relevant Manager/counterparty/stock exchange.
4.6 Orders (and monies in the case of a cash purchase or subscription) received by TBSPL on any Dealing Day before the relevant cut-off time (as may be specified by TBSPL in its sole and absolute discretion) shall be consolidated with other orders (if any) for placement with the relevant Manager/counterparty/stock exchange on the same Dealing Day. Orders (and monies in the case of a cash purchase or subscription) received after the specified cut-off time shall be deemed to be an Order received by TBSPL on the next Dealing Day and shall only be placed with the relevant Manager/counterparty/stock exchange on the next Dealing Day.
4.7 Where TBSPL has placed a consolidated order for the purchase or subscription of Funs or for the switching of Units with the relevant Manager, the Manager will (subject to the Manager’s right to refuse or reject any such order pursuant to the trust deed and/or prospectus of the relevant Security) issue the relevant Funds to and register the Funds in the name of the Custodian or the Customer (whichever is applicable). The Funds so issued will be allotted or allocated among the Customers and the other relevant customers of TBSPL in any order or manner as TBSPL may in its sole and absolute discretion determine. In respect of Funds purchased using cash, dividends declared by any Fund shall either be paid out to the Customer, subject to a minimum threshold as determined by TBSPL, or automatically reinvested in the Fund through the purchase or subscription by TBSPL of additional Units, where applicable, in the relevant Fund, on behalf of the Customer. Where the minimum threshold is not met, TBSPL shall have the right to park the said dividends in the Cash Account. In the event that a Fund is fully sold or redeemed, if dividends are declared thereafter and are reinvested in the Fund, TBSPL will subsequently have the right to sell or redeem such Fund and park the sale or redemption proceeds into the Cash Account.
4.8 In respect of Transactions involving Funds purchased using cash TBSPL will send the confirmation notes and statements to the Customer in respect of all Transactions in the Account.
4.9 Where the Customer makes an Order for the switching between the relevant Funds, TBSPL will subscribe for, and/or purchase the, Funds required by the Customer upon the fulfilment of certain conditions as prescribed by TBSPL and in any event, TBSPL shall not be deemed as providing an advance, loan or credit facility to the Customer. Furthermore, the Customer should be aware of the costs and/or disadvantages that may arise from any switch transactions.
4.10 The Customer acknowledges that any Manager/counterparty/stock exchange or Fund which receives the order from TBSPL is not obliged to accept the order in part or whole. TBSPL shall not be liable or responsible for any action or rejection on the part of any Manager/counterparty/stock exchange or Fund in respect of any order. TBSPL or the Custodian shall have no responsibility or liability for ensuring that the relevant Manager/counterparty/stock exchange or Fund allots the Securities or for any Losses (including any loss of investment opportunity) which the Customer may suffer or incur as a result of any refusal to accept or delay in accepting such order by the Manager/counterparty/stock exchange or the Fund (including but not limited to delays due to a Fund holiday).
4.11 The Customer acknowledges that the issue prices and redemption (realisation) prices are determined by the Manager/counterparty/stock exchange in accordance with the relevant trust deed or prescribed procedures on any Dealing Day. Accordingly, any price or value quoted by TBSPL to the Customer in respect of any Funds is not conclusive and is indicative only. The Customer hereby agrees that in placing its Order, it is not relying on any such information provided to it by TBSPL and acknowledges that the applicable issue or redemption price in relation to the Customer’s Order may be different from the indicated or quoted prices.
4.12 Any cancellation by a Customer of any Order for the purchase or subscription of Funds (save for restricted Funds where cancellations are not allowed) shall be notified in writing to TBSPL within 7 calendar days (or such other period as may be prescribed by the relevant authority) of the original purchase or subscription Order. All such cancellations shall be subject to Applicable Laws and the terms and conditions of the relevant Manager/counterparty/stock exchange or Fund. The Customer shall be liable for any and all costs and expenses incurred by TBSPL and/or the Custodian or which may be imposed by the relevant Manager/counterparty/stock exchange or investment product or the CPF Board or SRS Operator banks (whichever is applicable) in relation to any cancellation of Funds and hereby authorises TBSPL to deduct all such costs and expenses from the cancellation proceeds due to the Customer as may be permitted under Applicable Laws.
4.13 If, in TBSPL opinion, there is a dispute about an Order, TBSPL may take any action which it considers necessary to close any open position that is the subject of the dispute, without any prior notice to the Customer.
4.14 The Customer acknowledges that he/she is aware of the arrangements in relation to claiming and receiving dividends and other entitlements accruing to the Customer. The declaration of dividend distribution is at the sole discretion of the Fund Manager/ Manager/counterparty/stock exchange and is not guaranteed.
4.15 The Customer agrees and acknowledges that he/she is responsible for fully understanding and complying with the rules and regulations of each exchange or market on which a Fund is entered into by or through TBSPL as well as those of any relevant clearing house. A breach of any such rules or regulations may result in disciplinary action or civil liabilities against the Customer. Without limitation to the foregoing, the Customer understands and acknowledges that many exchanges have rules which prohibit the execution of certain types of transactions using their Account, such as wash trades and pre-arranged trades.
4.16 For Funds purchased or subscribed through TBSPL, the Funds must be sold through TBSPL otherwise additional transfer fees may be incurred by the Customer (if applicable). All Funds purchased or subscribed through TBSPL will be held in the name of the Custodian hence the Funds are not registered in the Customer’s name.
4.17 The Customer may instruct TBSPL to transfer his/her relevant Securities to its direct securities account with the CDP or to any other securities account maintained by the Customer with another custodian or depository in any jurisdiction, subject to any of TBSPL rights relating to the relevant Securities. The Customer shall pay such fees or charges in connection with such transfer as may be prescribed by TBSPL from time to time and all expenses incurred in connection with such transfer. The Customer acknowledges that fees, charges or expenses may also be payable to the CDP or any other relevant custodian or depository.
4.18 The records (including but is not limited to phone recordings) of any and all instructions, communications, operations or transactions, or recollection of any Personnel receiving any oral instructions, from the Customer whether subsequently reduced to writing or otherwise, is conclusive against the Customer and binding on the Customer as to the contents of such oral instructions. The Customer agrees that such records are admissible as evidence and that the Customer shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of the contents of such records.
4.19 Any sum that may be payable to the Customer shall be subject to all applicable laws, including withholding tax requirement, foreign exchange restriction or control. The Customer agrees and acknowledges that TBSPL may perform, or cause to be performed withholding of any monies payable to the Customer and/or retain such monies pending the determination of the applicability of such withholding tax requirement, foreign exchange restriction or control. TBSPL shall not be liable for any Losses that may be incurred by reason of such withholding or retention.
5. MULTI-CURRENCY CONVERSION SERVICES PROVISIONS
5.1 TBSPL shall execute the Currency Conversion Order placed by the Customer and which it has accepted on the Value Date. Once the Currency Conversion Order is transmitted by the Customer, it is irrevocable. Unless the Customer has specified a disposal instruction, for the contract amount prior to the Value Date, the contract amount shall be deposited in the respective Currency into the Cash Account. Where the Customer does not have an existing cash account denominated in the respective Currency, TBSPL is authorized to open such cash account on the Customer’s behalf without further notification.
5.2 The Customer understands and accepts that where TBSG quotes any exchange rate or Forward Exchange Rate for any Currency Conversion Order, such quote is indicative only and solely for reference, and that TBSPL is not under any obligation to either accept or execute any Currency Conversion Order with the Customer at the exchange rate or Forward Exchange rate quoted. The Customer agrees and accepts that TBSPL has the discretion in quoting and agreeing to any exchange rate or Forward Exchange Rate for the purpose of each Currency Conversion Order, and that the exchange rate or Forward Exchange Rate applicable to any Currency Conversion Order shall be conclusively determined by TBSPL at the time that the Currency Conversion Order is accepted by TBSPL, and TBSPL will subsequently notify the Customer of the exchange rate applicable to such Currency Conversion Order.
5.3 The Customer understands and accepts that without prejudice to any provisions in these terms and conditions, TBSPL shall be entitled to, from the time that the Customer places the Currency Conversion Order with TBSPL to the Value Date, place a hold on such of the Customer’s Cash Account(s) as TBSPL may determine, for all sums that may be payable by the Customer to TBSPL in connection with such Currency Conversion Order on the Value Date, as security for the settlement obligations in relation to the Currency Conversion Order. For the avoidance of doubt, during such time that the hold is in place, the Customer shall not be entitled to withdraw, draw down, utilize or otherwise deal with the amount in the Cash Account that are subject to the hold.
5.4 The Customer shall only use the foreign exchange services for the purposes of completing bona fide purposes and not for the purposes of entering into speculative foreign exchange transactions or arbitraging foreign exchange rates.
5.5 TBSPL reserves the right to take corrective action for invalid Currency Conversion Orders, including the right to reverse or amend any Currency ConversionOrder constituting an invalid Currency Conversion Order, or any or all relevant Transaction executed subsequent to the execution of an invalid Currency Conversion Order and prior to TBSPL’s corrective action. However, in the event that TBSPL does not reverse or amend any such invalid Currency Conversion Order(s), TBSPL reserves the right to credit the Account for the portion of the realized loss, or debit the Account for the portion of the realized profit, in each case attributable to any such invalid Currency Conversion Order(s). TBSPL shall not be liable to the Customer for any loss or damage which the Customer may suffer or incur as a result of any actions taken by TBSPL.
6. REGULAR SAVING PLAN (RSP)
6.1 If the Customer at any time applies for and is accepted by TBSPL to use the services that enable the Customer to make regular savings, the Customer will be subject to the terms and conditions under Clause 6.
6.2 The Customer on application for RSP will need to have a minimum initial investment amount or lot size, where applicable, in the nominated Fund which is chosen by the Customer from a specified list of Funds provided by TBSPL. This minimum initial investment amount or lot size, as applicable, differs from Fund to Fund. The Customer will subsequently nominate a frequency to invest a minimum investment amount into this nominated Fund.
6.3 The Customer acknowledges that TBSPL reserves the right to terminate the RSP in any one of the below situations:
- When the nominated Fund in the RSP has been completely sold off or switch out from the Customer holdings;
- When there are 3 consecutive failed transactions; or
- When the nominated Fund is disabled for purchase, terminated or suspended for trading
6.4 The Customer has the sole responsibility of having sufficient monies in the bank account and/or CPF accounts to ensure that the RSP transactions are successful and the Customer shall be liable for any losses or damages incurred by TBSPL in executing the failed transactions.
6.5 The Customer has the right at any time to terminate the RSP and/or modify the RSP by submitting a form to TBSPL.
Depending on the cycle of the RSP, the instructions will be executed in the next applicable RSP cycle.
7. RISKS
7.1 The Customer acknowledges that investments in Funds are subject to investment risks and market risks, including possible loss of the principal amount invested. The Customer represents and warrants that the Customer understands and is fully aware of the risks involved in investing in the Funds.
7.2 In relation to investments into Funds, the Customer acknowledges that it has read or will obtain from either TBSPL or the relevant Manager/counterparty/stock exchange or investment product up-to-date versions of the prospectuses or any materials supplied by the relevant Manager/counterparty/stock exchange or investment product that might exist on the date of the Transaction and the date of the Order given by the Customer to TBSPL prior to placing any Order with TBSPL to subscribe for, and/or purchase the, Units in such Funds. The Customer acknowledges and agrees that TBSPL shall bear no liability or responsibility whatsoever to the Customer for any error, misstatement or omission in any Prospectus or report or any other material prepared by or issued by any Manager/counterparty/stock exchange or investment product, or wilful action or omission, default, fraud or negligence by the Manager/counterparty/stock exchange. TBSPL undertakes no liability with regards to the performance of the obligations represented by the Manager/counterparty/stock exchange. The Customer acknowledges that TBSPL is assisting the Customer to purchase the Funds from such Manager/counterparty/stock exchange and does not act as agent on behalf of the Manager/counterparty/stock exchange.
7.3 Save as provided otherwise, TBSPL accepts no responsibility and will bear no liability to the Customer for giving any recommendations, advice, reports, summaries, analysis, views or representations to the Customer as to whether to invest or not to invest in any Fund, or in connection with the performance of any Fund. The Customer acknowledges the desirability and importance of seeking independent tax, regulatory, legal, financial or professional advice with respect to any dealings or investments in Funds or investment opportunities. The Customer acknowledges that any dealings or investments under the Account in any such Fund is solely and exclusively made by the Customer based on the Customer’s own judgment and after the Customer’s own independent appraisal and investigation into the risks associated with such dealings or investments.
7.4 The Customer should be aware that if the Customer sells or redeems the Funds before the maturity date (if applicable), the Customer may not receive the benefit of the capital protection, the capital guarantee or the additional minimum return (if applicable).
7.5 The Customer who applies for, or is otherwise interested in any units/shares in any Restricted Schemes is responsible to ensure that
- the Customer satisfies the requirements set out in s305 of the SFA - Offer made to accredited investors and certain other persons (as the same may be amended or modified from time to time);
- the Customer is not prohibited from acquiring such shares by reason of his/her domicile, nationality or other standing; and
- the Customer is fully aware or has consulted and been advised by a financial or legal advisor on the terms and risks which may be applicable to the Restricted Schemes.
7.6 In addition to the above, the acknowledgment and acceptance by the Customer of the Risk Disclosure Statement shall be a condition precedent to TBSPL’ performance of its obligations in relation to the Account.
8. TRANSACTION LIMITS AND RESTRICTIONS
8.1 TBSPL may, at any time in its sole and absolute discretion, impose upon the Customer any position or Transaction limits, or any trading or Transaction restrictions. Such limits may include minimum sizes for Transactions, specified times or procedures for communicating Orders to TBSPL or otherwise. Such limits may also be set by a regulatory, statutory or such other body as may govern the Transactions. In placing Orders with TBSPL, the Customer shall not exceed any limits or breach any restrictions, whether imposed by TBSPL or any such body.
8.2 TBSPL shall have the absolute discretion whether to accept and partially execute any Order to ensure that the relevant limit or restriction imposed is not breached or to entirely reject such Order.
9. FEES AND PAYMENT
9.1 The Customer shall promptly pay to TBSPL the Wrap Fee and any other applicable fees (including where relevant, applicable levies and fees imposed by the relevant stock exchange) as set out in the fee schedule on the due date of the relevant Transaction, or upon demand by TBSPL as provided for under these terms and conditions. For all fees and other charges of TBSPL, the Customer shall be responsible to pay any applicable goods and services tax (GST), taxes, duties and charges of any kind. In no event shall TBSPL nor the Personnel be liable for any adverse tax implications in respect of the services performed by TBSPL or transactions conducted with or through TBSPL.
9.2 Unless otherwise agreed, to facilitate payment of any outstanding fees and charges imposed by TBSPL from time to time in its sole and absolute discretion with respect to the execution of any Transaction or otherwise for the maintenance of the Account or the provision of any service or facility to the Customer in connection with the Account and to also facilitate payment of any transaction payments due from the Customer, taxes, duties, disbursements, costs and/or other expenses incurred by TBSPL in connection with the Account, TBSPL has the discretion to:
- deducting the relevant amount from the Customer’s Cash Account
- selling or redeeming the Customer’s Securities / Funds;
- deducting the relevant amount from any sale or redemption proceeds and distribution income (including but is not limited to dividends and coupon proceeds) from the Customer’s investments or other assets; or
- requesting the Customer to make payment using other means available. TBSPL shall, from time to time, have the discretion to decide on any other mode of payment apart from the aforesaid.
9.3 In relation to Item 9.2(b) above, the Customer agrees, consents and authorises TBSPL to act on the Customer’s behalf (at TBSPL’s sole discretion) to transfer out, sell or redeem necessary number of Units from any of the Securities to pay any outstanding fees and charges.
9.4 TBSPL shall be entitled to charge interest on any sum or payment due to TBSPL from the Customer at such rate and calculated and/or compounded in such manner as TBSPL may, in its sole and absolute discretion, impose and determine from time to time and to collect the relevant interest due via the methods described in clause 9.2.
9.5 All payments from the Customer to TBSPL shall be settled in the relevant Currency of the Funds (“Product Currency”) unless otherwise agreed between TBSPL and the Customer. Upon purchase of a product denominated in a different currency from the base currency of the account without sufficient funds in such currency of product purchased, a currency loan will be created to fund the purchase, secured by the assets in the base currency in your Account. If you maintain positions denominated in foreign currency without sufficient fund in such currency in your Account, TBSPL will calculate currency deficit by applying exchange rates specified by TBSPL.
9.6 All payments made by the Customer to TBSPL shall be in free and clear funds and free of deductions or withholdings. If the Customer is obliged by law to make such deduction, the Customer shall pay to TBSPL such greater amount which after deduction shall ensure that the net amount actually received by TBSPL will equal the amount which would have been received by TBSPL had no such deduction been required.
9.7 Any taxes, duties, disbursements, costs and/or other expenses incurred by TBSPL in connection with the Account or otherwise in connection with the Customer shall be borne by the Customer who shall reimburse TBSPL for any such said payments made by TBSPL on behalf of the Customer. All interest, fees, commissions and other charges of TBSPL are exclusive of any goods and services tax or any other applicable sales tax which shall be borne and separately charged to the Customer.
9.8 Sale or redemption proceeds received by TBSPL will be parked in accordance with these terms and conditions or the Customer's instructions or otherwise, as required by Applicable Laws, to the Customer's Cash Account. The sale or redemption proceeds will be net of any fees, charges or expenses incurred in connection with the sale or redemption. TBSPL shall not be under any duty to ascertain or have any responsibility for the adequacy of the consideration received. TBSPL reserves the right to automatically park sale or redemption proceeds into the Cash Account should the minimum threshold, as determined by TBSPL, for a pay out to the Customer not be met.
9.9 The Customer acknowledges that in relation to investments in the Funds, the Manager/counterparty/stock exchange and/or the investment product may pay monies (by way of commissions, discounts, fees or otherwise) to TBSPL in connection with, or in relation to, the issue of Units to or for the Customer, or other dealings in connection with Units in any Fund. The Customer agrees that TBSPL may retain these monies for its sole benefit and is under no obligation to account to the Customer for such monies. The Customer’s Orders may be matched with other orders placed by TBSPL (1) for another customer, in which case TBSPL may receive monies (by way of commissions, discounts, fees or otherwise) from both parties to the trade or (2) as principal, in which case TBSPL may receive monies (by way of commissions, discounts, fees or otherwise) from the Customer.
9.10 TBSPL will levy a charge for each Transaction settled in a Currency other than Singapore Dollar based on the prevailing rate to be advised by TBSPL from time to time, for the purpose of processing and remitting foreign currencies.
9.11 TBSPL shall be entitled to charge a fee for any retrieval of statements of account or confirmation notes, if so requested by the Customer.
9.12 An initial upfront fee (“Upfront Fee”) may be charged on the purchase or subscription order as agreed between you and TBSPL. It is deducted upfront from the total purchase or subscription monies received and the net sum remaining shall be used to purchase and/or subscribe into the Funds. TBSPL reserves the right to vary and increase the Upfront Fee from time to time. In the event that a Customer decides to cancel his purchase or subscription pursuant to Clause 5.13, the Upfront Fee shall be refunded to the Customer. The Upfront Fee is separate and independent of the initial sales charge or front-end fee which may be charged by the Manager of the Fund.
10. CHANGE OF PARTICULARS
10.1 The Customer agrees and undertakes to notify TBSPL immediately of any change in the particulars of the Customer, or any information relating to any Account or to these terms and conditions, supplied to TBSPL or to update the changes online. TBSPL shall at all times be entitled to rely on the records in the Application Form last submitted by the Customer unless any change in the particulars therein have been notified to TBSPL or updated online by the Customer. TBSPL is not obliged to verify any particulars furnished or updated online by the Customer and TBSPL shall not be liable or responsible for any Loss suffered or incurred by the Customer or any other Person by reason of any error or omission in the completion of the Application Form or in the furnishing or online updating of the particulars by the Customer.
12. GENERAL EXCLUSION AND LIMITATION OF LIABILITY
12.1 In addition and without prejudice to any other right or remedy which may be available (whether under these terms and conditions or under Applicable Laws), and in the absence of fraud on the part of TBSPL and/or its Personnel, neither TBSPL nor the Custodian nor its Personnel shall be liable to the Customer in any respect for any Loss suffered by the Customer, including but not limited to any Loss arising out of any of the following:
- any reliance by the Customer on any information and/or reports which are incomplete, inaccurate, corrupted, untrue or out-of-date, notwithstanding that such information and/or reports may or may not have been customised for the use of the Customer, where such information and/or reports have been prepared, compiled or produced by any Manager/counterparty/stock exchange or any third party, received by TBSPL in good faith and forwarded to the Customer by TBSPL or made available through the Electronic Services;
- any loss or unauthorised use of the Electronic Services or delay in the transmission or wrongful interception of any Order or contract through any equipment or system, including any equipment or system owned and/or operated by or behalf of TBSPL;
- any delay, fault, failure or loss of access to or unavailability of the Electronic Services for whatever reason;
- any non-payment by the Manager/counterparty/stock exchange;
- any delay, failure or omission in the execution of the Orders of the Customer due to any reason, circumstance, acts or Force Majeure Events beyond the control of TBSPL or where such Orders are ambiguous, contradictory or conflicting;
- the manner in which the Custodian holds the Securities or deals with monies received or intended to be received in connection therewith; (g) the performance or non-performance of TBSPL hereunder;
- any corporate action(s) which the Customer participates in or which the Customer is unable to participate in;
- any act, omission or insolvency of any entity providing central depository, clearing and/or settlement facilities;
- any liability for tax or similar payment or withholding in connection with any Security/Fund; or
- TBSPL suspending or terminating the operations of any or all of the Customer’s Accounts and/or services under the terms herein.
12.2 For the avoidance of doubt and without prejudice to the generality of the foregoing, TBSPL and its Personnel shall not in any event be liable to the Customer for any indirect or consequential loss, or for punitive damages.
13. GOVERNING LAW AND JURISDICTION
13.1 These Fund Mall terms, any Account, and the relationship between the Customer and TBSPL, and the rights and obligations contemplated thereunder, shall be governed by and be construed in accordance with the laws of the Republic of Singapore. The Customer and TBSPL submit to the non-exclusive jurisdiction of the courts of the Republic of Singapore.
14. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 2001
14.1Save as expressly provided herein, the Contracts (Rights of Third Parties) Act 2001 of Singapore shall not under any circumstances apply to these terms and conditions and any person who is not a party to these terms and conditions (whether or not such person shall be named, referred to, or otherwise identified in, or form part of a class of persons so named, referred to or identified in, these terms and conditions) shall have no right whatsoever under the Contracts (Rights of Third Parties) Act 2001 to enforce these terms and conditions or any of its terms.
SECTION 9
SECURITIES BORROWING AND LENDING
1. GENERAL
1.1 Application
This Agreement applies where Tiger Brokers (Singapore) Pte. Ltd. ("Tiger Brokers"), acting as principal, agrees at its sole and absolute discretion to enter into borrowing and lending arrangements of Securities (defined below) with you (the "Client"), acting as principal.
1.2 Duration
This Agreement commences on the date it is executed and continues until terminated under clause 11 or 12.
1.3 Scope
- This Agreement, all Borrowing Transactions (defined below) and Lending Transactions (defined below) shall constitute a single agreement.
- For the purposes of this Agreement:
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- "Collateral" means all cash or other financial products that Tiger Brokers notifies the Client is acceptable to Tiger Brokers as collateral;
- "Equivalent Collateral" means Securities or other property of an identical type, nominal value, description and amount to the Collateral so provided. If and to the extent that such Collateral consists of Securities that are partly paid or have been converted, subdivided, consolidated, made the subject of a takeover, rights of pre-emption, rights to receive securities or a certificate which may at a future date be exchanged for Securities, the expression shall include such Securities or other assets to which Tiger Brokers or the Client (as the case may be) is entitled following the occurrence of the relevant event, and provided that Tiger Brokers or the Client has paid to the other party all and any sums due in respect thereof. In the event that such Collateral has been redeemed, are partly paid, are the subject of a capitalisation issue or are subject to an event similar to any of the foregoing events described in this paragraph, the expression shall have the following meanings:
- in the case of redemption, a sum of money equivalent to the proceeds of the redemption;
- in the case of a call on partly-paid Securities, Securities equivalent to the relevant Collateral, provided that the borrowing party shall have paid to the lending party an amount of money equal to the sum due in respect of the call;
- in the case of a capitalisation issue, Securities equivalent to the relevant Collateral together with the securities allotted by way of bonus thereon;
- in the case of any event similar to any of the foregoing events described in this paragraph, Securities equivalent to the Collateral, together with or replaced by a sum of money or Securities or other property to that received in respect of such Collateral resulting from such event; and
- "Securities" means securities, securities-based derivatives contracts that are not futures contracts or units in a collective investment scheme, each as defined in the SFA;
- Equivalent Securities" means Securities of an identical type, nominal value, description and amount to the Loaned Securities or Borrowed Securities (as the case may be) (defined below). If and to the extent that such Loaned Securities or Borrowed Securities (as the case may be) consists of Securities that are partly paid or have been converted, subdivided, consolidated, made the subject of a takeover, rights of pre-emption, rights to receive securities or a certificate which may at a future date be exchanged for Securities, the expression shall include such Securities or other assets to which Tiger Brokers or the Client (as the case may be) is entitled following the occurrence of the relevant event, and provided that Tiger Brokers or the Client has paid to the other party all and any sums due in respect thereof. In the event that such Collateral has been redeemed, are partly paid, are the subject of a capitalisation issue or are subject to an event similar to any of the foregoing events described in this paragraph, the expression shall have the following meanings:
- in the case of redemption, a sum of money equivalent to the proceeds of the redemption;
- in the case of a call on partly-paid Securities, Securities equivalent to the relevant Loaned Securities or Borrowed Securities (as the case may be), provided that the borrowing party shall have paid to the lending party an amount of money equal to the sum due in respect of the call;
- in the case of a capitalisation issue, Securities equivalent to the relevant Loaned Securities or Borrowed Securities (as the case may be) together with the securities allotted by way of bonus thereon;
- in the case of any event similar to any of the foregoing events described in this paragraph, Securities equivalent to the Loaned Securities or Borrowed Securities (as the case may be), together with or replaced by a sum of money or Securities or other property to that received in respect of such Loaned Securities or Borrowed Securities (as the case may be) resulting from such event.
2. ACCOUNT
2.1 The Client agrees that for the purposes of this Agreement, all Securities (whether Borrowed Securities or Loaned Securities), Equivalent Securities, Collateral, or Equivalent Collateral, shall be credited into or debited from the client's existing account opened and maintained on the books of Tiger Brokers. Any Client that does not have an existing account with Tiger Brokers will be required to open an account before entering into any transactions under this Agreement. The reference to "Account" in this Agreement shall refer to any such existing client account or new account to be opened.
2.2 The Account shall be governed by Tiger Broker's prevailing Customer Agreements]. In the event of any inconsistency between the Customer Agreements and this Agreement, this Agreement shall prevail to the extent of such inconsistency.
3. TERMS FOR SECURITIES BORROWING
3.1 Upon request by the Client, Tiger Brokers and the Client may, subject to the approval of Tiger Brokers, conclude Securities borrowing transactions (each a "Borrowing Transaction") on the basis of this Agreement. Under a Borrowing Transaction, Tiger Brokers borrows from the Client Securities (the "Borrowed Securities") for a determined period of time as agreed between the parties.
3.2 For the avoidance of doubt, nothing in this Agreement shall create an obligation on Tiger Brokers to borrow Securities from the Client.
4. TERMS FOR SECURITIES LENDING
4.1 Tiger Brokers and the Client may, subject to the approval of Tiger Brokers, conclude Securities loan transactions (each a "Lending Transaction") on the basis of this Agreement. Under a Lending Transaction, Tiger Brokers lends to the Client Securities (the "Loaned Securities") for a determined period of time as agreed between the parties.
4.2 The Client agrees that Tiger Brokers may, but shall not be obliged to (acting as lender for its own account and as borrower on behalf of the Client), enter into Lending Transactions if, but not limited to the case where, in providing services in dealing in capital markets products to the Client, Tiger Brokers is obliged to deliver Securities on behalf of the Client in accordance with the rules of any exchange or any over-the-counter contract and the balance of such Securities on any Account opened for the Client is not sufficient for Tiger Brokers to fulfill its obligations.
4.3 This Agreement does not create any obligation on Tiger Brokers to lend Securities to the Client. In particular, Tiger Brokers may at its sole discretion, but is under no obligation to, lend Securities to the Client in order for the Client or for Tiger Brokers acting on behalf of the Client to settle open short positions of the Client.
5. TITLE TRANSFER OF SECURITIES AND COLLATERAL
5.1 Notwithstanding the use of the terms 'loan', 'lending' or 'borrowing', any delivery of Securities (whether Borrowed Securities or Loaned Securities), Equivalent Securities, Collateral, or Equivalent Collateral by a party to the other pursuant to this Agreement shall constitute a transfer to such other party of the full and unrestricted title to such Securities or Collateral, or, if customary in the place where delivery is to be effected, of a legal position which is the functional equivalent of such title (including, in each case, an unrestricted right during the term of such Borrowing Transaction or Lending Transaction to on-lend or dispose of such Securities or Collateral (which are in the form of Securities). The party acquiring title to the Securities or Collateral shall have no obligation to return or deliver any of the assets so acquired but, in so far as any Securities are borrowed by or any Collateral is delivered to such party, the party is obliged (subject to the terms of this Agreement) to deliver Equivalent Securities or Equivalent Collateral as appropriate.
5.2 The transferor shall execute and deliver all necessary documents and give all necessary instructions reasonably required to procure that all rights, title and interest in the Securities, Equivalent Securities, Collateral, or Equivalent Collateral shall pass from one party to the other subject to the terms and conditions set out in this Agreement, on delivery of the same in accordance with this Agreement with full title guarantee, fee from all liens, charges and encumbrances. If the Securities, Equivalent Securities, Collateral, or Equivalent Collateral which are to be transferred are to be or may be registered, the transferee may dispose of the same received before the transfer is entered into the relevant register. However, if the entry depends upon a circumstance beyond the transferor's reasonable control, the transferor does not warrant that such entry will be effected.
5.3 The Client hereby undertakes to procure that all reasonable instructions received from Tiger Brokers in respect of conversions, subdivisions, consolidations, redemptions, takeovers, pre-emptions, options (including an option to take distribution in the form of Securities or a certificate which may at a future date be exchanged to Securities) or other rights, are complied with in respect of the Loaned Securities of a Lending Transaction (or the Equivalent Securities in respect thereof), as well as the Collateral provided by Tiger Brokers (if any) in respect of a Borrowing Transaction (or the Equivalent Collateral in respect thereof).
5.4 The Client hereby undertakes to arrange for any voting rights attached to any Loaned Securities of a Lending Transaction (or the equivalent Securities in respect thereof, as well as the Collateral provided by Tiger Brokers (if any) in respect of a Borrowing Transaction (or the equivalent Collateral in respect thereof) to be exercised in accordance with the instructions of Tiger Brokers.
5.5 The Client hereby authorises Tiger Brokers to administer and utilise any cash, Securities and other assets held by Tiger Brokers on behalf of the Client for any purpose that it would be permitted under applicable laws or regulations (including the SFA) to utilize such cash, Securities and other Assets in the Account, including (without limitation) for the purposes of lending Securities to the Client.
6. COLLATERAL
6.1 Where Tiger Brokers enters into a Lending Transaction with the Client, the Client undertakes to transfer to Tiger Brokers (or in accordance with Tiger Brokers’ instructions) Collateral (which market value shall be at least equivalent to the market value of the Loaned Securities or any higher amount as may be prescribed by Tiger Brokers in its sole discretion (the "Lending Margin Threshold") no later than the delivery of the Loaned Securities to which the Lending Transaction relates in accordance with this Agreement.
6.2 Where Tiger Brokers enters into a Borrowing Transaction with the Client, Tiger Brokers shall also provide Collateral to the Client (the market value of which shall be equivalent to the Margin Threshold or such lower amount as may be prescribed by Tiger Brokers and permitted by applicable law ("Borrowing Margin Threshold") no later than the delivery of the Borrowed Securities to which the Borrowing Transaction relates in accordance with this Agreement.
6.3 All Collateral provided for the purposes of clause 6.2 shall be credited into an Account. The Client agrees that the Client shall not withdraw any Collateral from the Account until and unless:
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- an event of default in clause 12 has occurred with respect to Tiger Brokers; or
- the Agreement is terminated under clause 11.
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6.4 Collateral for the purposes of this clause 6 shall be in such form as may be prescribed by and acceptable to Tiger Brokers in its sole and absolute discretion (subject to requirements of applicable law).
6.5 The market value of the Borrowed Securities or Loaned Securities during the duration of any Borrowing Transaction or Lending Transaction shall be determined by Tiger Brokers in its sole and absolute discretion on a daily basis for the purposes of determining the Borrowing Margin Threshold or Lending Margin Threshold (as the case may be), and in calculating the market value of the Securities, Tiger Brokers may take into consideration any information or market data as it shall reasonably deem to be relevant.
6.6 The market value of Collateral to be transferred to, or (if required) provided by, Tiger Brokers during the duration of any Borrowing Transaction or Lending Transaction shall be determined by Tiger Brokers in its sole and absolute discretion on a daily basis, and in calculating the market value of the Collateral, Tiger Brokers may take into consideration any information or market data as it shall reasonably deem to be relevant. If at any time on any Business Day, the market value of the Collateral transfer to, or (if required) provided by, Tiger Brokers in respect of any Borrowing Transaction or Lending Transaction is less than the Borrowing Margin Threshold or Lending Margin Threshold (as the case may be), Tiger Brokers or the Client, as the case may be, shall provide further Collateral without demand to the other party to eliminate the deficiency.
6.7 On the date and time that Equivalent Securities are redelivered by the borrowing party on the termination of a Borrowing Transaction or Lending Transaction, the lending party shall simultaneously redeliver to the borrowing party any Collateral pursuant to such Borrowing Transaction or Lending Transaction. For the avoidance of doubt any reference in this Agreement or in any other agreement or communication between the parties (however expressed) to an obligation to redeliver or account for or act in relation to Collateral shall accordingly be construed as a reference to an obligation to redeliver or account for or act in relation to Equivalent Collateral.
6.8 Tiger Brokers may from time to time call for the repayment of Collateral in the form of cash or the delivery of Collateral equivalent to any Collateral delivered by Tiger Brokers to the Client prior to the Redelivery Date, provided that at or prior to the time of such repayment or redelivery, Tiger Brokers shall have delivered alternative Collateral having a market value (as determined by Tiger Brokers in its sole and absolute discretion) equal to such Collateral repaid or redelivered pursuant to this clause 6.8.
7. Distributions, Bonus Shares AND Subscription Rights in relation to TIGER BROKERS
7.1 Tiger Brokers shall be entitled to the interest earnings, profit shares and other distributions paid on the Loaned Securities during the term of a Lending Transaction and on the Collateral (if any) provided by Tiger Brokers (in the form of Securities) during the term of a Borrowing Transaction. The Client shall pay the equivalent with value date the day of the actual payment by the issuer, plus the amount of any tax retained, as well as any tax credits ("TB Compensation Payment") to TB Compensation Payment.
7.2 In the case of bonds, the TB Compensation Payment shall encompass all interest paid on those bonds; in the case of shares, it shall encompass all distributions such as dividends or payments in case of reductions of share capital. The amount of TB Compensation Payment covering tax shall only be paid to the extent that the tax reimbursement or set-off claims of Tiger Brokers have been notified to the Client.
7.3 Bonus shares, and any fractional rights, which have been issued with regard to Loaned Securities during the term of a Lending Transaction or Collateral provided by Tiger Brokers (in the form of Securities) during the term of a Borrowing Transaction, shall form part of the respective Lending Transaction or Borrowing Transaction (as the case may be) and shall be delivered by the Client to Tiger Brokers on the Redelivery Date (clause 10.1).
7.4 In the event that subscription rights are attached to the Loaned Securities or the Collateral provided by Tiger Brokers (in the form of Securities), the Client shall deliver such subscription rights to Tiger Brokers at the latest on the fourth day on which such subscription rights are traded. If the subscription rights are not delivered by this date, Tiger Brokers shall be entitled to purchase the subscription rights for the Client’s account on the following Business Day or to demand the payment of damages for non-performance.
8. Distributions, Bonus Shares AND Subscription Rights in relation to the Client
8.1 The Client shall be entitled to the interest earnings, profit shares and other distributions paid on the Borrowed Securities during the term of a Borrowing Transaction and on the Collateral provided by the Client (in the form of Securities) during the term of a Lending Transaction. Tiger Brokers shall pay the equivalent with value date the day of the actual payment by the issuer, plus the amount of any tax retained, as well as any tax credits ("Client Compensation Payment") to the Client.
8.2 In the case of bonds, the Client Compensation Payment shall encompass all interest paid on those bonds; in the case of shares, it shall encompass all distributions such as dividends or payments in case of reductions of share capital. The amount of the Client Compensation Payment covering tax shall only be paid to the extent that the tax reimbursement or set-off claims of the Client have been notified to Tiger Brokers.
8.3 Bonus shares, and any fractional rights, which have been issued with regard to Borrowed Securities during the term of a Borrowing Transaction or Collateral provided by the Client (in the form of Securities) during the term of a Lending Transaction, shall form part of the respective Borrowing Transaction or Lending Transaction (as the case may be) and shall be delivered by Tiger Brokers to the Client on the Redelivery Date (clause 10.1).
8.4 In the event that subscription rights are attached to the Borrowed Securities or the Collateral provided by the Client (in the form of Securities), Tiger Brokers shall deliver such subscription rights to the Client at the latest on the fourth day on which such subscription rights are traded.
8.5 Notwithstanding anything in this clause 8, Tiger Brokers shall have no obligation to pay or deliver any interests earnings, profit shares or other distributions or to fulfil any of its obligations under this paragraph where the Client is in default under this Agreement, or any other agreement or transaction entered into between Tiger Brokers and the Client.
9. Termination of Borrowing Transactions and Lending Transactions
9.1 A Borrowing Transaction or a Lending Transaction will terminate at the end of the period agreed between the parties. Tiger Brokers may however at any time terminate any Borrowing Transaction or Lending Transaction with immediate effect by giving notice to the Client. Upon termination, the lender shall redeliver to the borrower Equivalent Securities, and the borrower shall deliver to the lender Equivalent Collateral (if applicable).
9.2 The Client may, subject to the written approval of Tiger Brokers, terminate any Lending Transaction for which no end date or recall notice period has been agreed at any time by redelivery of the Loaned Securities.
9.3 In the event of the occurrence of a corporate event of the issuer of Securities borrowed under this Agreement - i.e., determination of the holder of such Securities for the purpose of entitlement to dividends, stock dividend, bonus shares, conversion Securities or voting rights, whether or not by way of a record date - termination as set out in paragraph (a) above or redelivery as set out in paragraph (b) above may only be effected two full trading days (on the relevant market) before the last moment that the relevant Securities can be traded on the relevant market without that corporate event occurring. For the avoidance of doubt, this paragraph (c) aims to protect Tiger Brokers against having an unexpected open position in its books during a corporate event. Termination as set out in paragraph (a) above or redelivery as set out in paragraph (b) above with a non-standard settlement period can put Tiger Brokers in such position.
10. REDELIVERY
10.1 Tiger Brokers shall redeliver to the Client (in the case of a Borrowing Transaction) and the Client shall redeliver to Tiger Brokers (in the case of a Lending Transaction) Equivalent Securities on the following dates (the "Redelivery Date"):
- as long as this Agreement, the relevant Borrowing Transaction or the relevant Lending Transaction has not been terminated, on the date of redelivery as agreed in the relevant Borrowing Transaction or the Lending Transaction; or
- if this Agreement, the relevant Borrowing Transaction or the relevant Lending Transaction has been terminated, on the day on which the standard settlement period, starting at the day of termination of this Agreement, a Borrowing Transaction or a Lending Transaction, for the Securities on the Exchange where the Borrowed Securities or the Loaned Securities were originally delivered, ends or as agreed between the Client and Tiger Brokers.
10.2 In the event of exchange offers, settlement offers or other published purchase offers or redemption, the Borrowed Securities, the Loaned Securities or Equivalent Securities shall be redelivered upon notice by Tiger Brokers of not less than the standard settlement period for such Securities on the Exchange where the Borrowed Securities or the Loaned Securities were originally delivered or as agreed between the Client and Tiger Brokers. The same shall apply to interest-bearing Securities which are divided into series or groups for the purpose of drawings or which are terminated early for redemption.
10.3 Tiger Brokers shall have no obligation to deliver or redeliver the Loaned Securities, the Borrowed Securities or Equivalent Securities where the Client is in Default under this Agreement, or any other agreement or transaction entered into between Tiger Brokers and the Client.
10.4 If the Client fails to deliver the Borrowed Securities on the date agreed between the parties, or to redeliver the Loaned Securities or Equivalent Securities on the Redelivery Date, such failure shall constitute an event of default (in clause 12) in relation to the Client.
11. TERMINATION OF AGREEMENT
11.1 Termination upon notice
Subject to clause 11.3, Tiger Brokers and the Client are entitled to terminate this Agreement without cause with 5 business days notice to the other party. The Client shall only terminate this Agreement through Tiger Brokers' mobile application.
11.2 Consequences of termination
The parties' payment and delivery obligations (and any other obligations) under this Agreement shall be accelerated to require performance at such termination date ("Termination Date") so that performance of such delivery and payment obligations shall be effected only in accordance with this clause. Tiger Brokers will determine the market value of the Equivalent Securities and Equivalent Collateral to be delivered and any other amounts (including interest accrued) to be paid by each party. The sums due from Tiger Brokers to the Client and the Client to Tiger Brokers will be netted off and only the balance of the account shall be payable (the "Termination Amount"). The Termination Amount shall be payable on the next following business day. For the purposes of this clause, Tiger Brokers can effect the conversion of any sum into any other currency at the prevailing spot rate (as determined by Tiger Brokers in its discretion).
11.3 Termination of this Agreement under this clause 11 does not release the parties from any obligations which have accrued to that time (including, without limitation, the Client’s obligation to pay commission or any other fee or amount to Tiger Brokers incurred before, or in connection with, termination of this Agreement and its obligations under the applicable rules, laws or regulations) or from any liabilities for any breach of any of the terms of this Agreement arising before the Termination Date.
12. EVENT OF DEFAULT
12.1 Circumstances applying to both parties
The following events of default apply to both parties:
- if a party does not perform any provision of this Agreement requiring performance by it (other than a failure referred to elsewhere in this clause) or if a party does not comply with any provision of this Agreement and such failure is incapable of remedy or, if capable of remedy, continues for 5 business days after the other party gives notice to the first party requiring that the failure be remedied.
12.2 Circumstances applying to Client
It is also an event of default in relation to the Client if:
- the Client acts in contravention of a trading restriction. For the purposes of this clause, a "trading restriction" means, at any time, any extant restrictions notified by Tiger Brokers to the Client at that time with respect to entry by the Client into any transaction, including, without limitation, restrictions which
- restrict the number and type of transactions which the Client can enter into; or
- place a monetary limit in respect of individual transactions; or
- require the Client to decrease the risk involved with existing transactions; or
- restrict the maximum amount which the Client is permitted to become obliged to pay on settlement of any transaction;
- the Client engages in any trading activity that would constitute market misconduct or other prohibited conduct under the SFA or any other applicable laws or regulations;
- the Client breaches any of its regulatory obligations or other external limits of any regulatory body (including but not limited to margin limits or position limits);
- the Client does not perform any provision of any other agreement entered into with Tiger Brokers or any of its related corporations requiring performance by it or breaches any of its obligations under such agreement and that breach or failure is incapable of remedy or, if capable of remedy, continues for 5 business days after Tiger Brokers or such related corporation of Tiger Brokers gives the Client notice requiring that the breach or failure be remedied.
- the Client's authority to enter into this Agreement ceases or is withdrawn;
- any representation, warranty or statement made or repeated in or in connection with this Agreement by the Client is untrue or misleading (whether by omission or otherwise) in any material respect when so made or repeated;
- an application is made for winding up the Client or any of its related corporations and the application is not dismissed or withdrawn within 15 business days, or an order is made for winding up the Client or any of its related corporations, except for the purpose of a reconstruction, amalgamation, merger or consolidation on terms approved by Tiger Brokers before that application or order is made where the reconstruction, amalgamation, merger or consolidation is implemented in accordance with the terms of the approval;
- the Client or any of its related corporations passes a resolution for its winding up, except for the purpose of a reconstruction, amalgamation, merger or consolidation on terms approved by Tiger Brokers before that resolution is passed where the reconstruction, amalgamation, merger or consolidation is implemented in accordance with the terms of that approval;
- a controller, provisional liquidator, trustee for creditors or in bankruptcy or analogous person is appointed to, or the holder of a security interest takes (or appoints an agent or controller to take) possession of, any property of the Client or any of its related corporations;
- the Client or any other person appoints a judicial manager or an administrator to it or any of its related corporations, or takes any step to do so;
- the Client or any of its related corporations suspends payment of its debts, ceases or threatens to cease to carry on all or a material part of its business, is or states that it is unable to pay its debts, or is taken to fail to comply with a statutory demand in accordance with section 125(2)(a) of the Insolvency, Restructuring and Dissolution Act 2018, or any analogous demand under the laws of any other jurisdiction;
- the Client takes any step for the purpose of entering into a compromise or arrangement with any of its members, or creditors, generally or any class of them;
- the process of any court or authority is invoked against the Client or any of its property:
- to obtain an order to restrain any dealing with property;
- to enforce any judgment or order for the payment of money or the recovery of property,
and the Client is unable, within 5 business days, to satisfy Tiger Brokers that there is no substantial basis for the judgment or order in respect of which the process was invoked.
12.3 Consequences of Client's event of default
In the event of an event of default in clause 12.1 and 12.2, Tiger Brokers is entitled with immediate effect and without any prior notice, at its sole and absolute discretion without prior consultation with the Client and without prejudice to any other right or remedy which may be granted to it under any applicable law, immediately or at any time thereafter, to do any of the following:
- combine, consolidate, merge or apply all or any part of any credit balance standing to any account of the Client with Tiger Brokers or any other amount available to Tiger Brokers by way of set-off, lien or counterclaim in or towards satisfaction of any money due and payable by the Client to Tiger Brokers under this Agreement (if applicable);
- realise an asset held on trust by Tiger Brokers for the Client, or any asset over which Tiger Brokers holds a charge or other Security Interest, in order to discharge any liability of the Client to Tiger Brokers under this Agreement;
- terminate any or all Transactions or this Agreement upon notice to the Client (whereupon the provisions of clause 11.2 shall apply).
12.4 Consequences of Tiger Brokers' event of default under clause 12.1
In the event of an event of default in clause 12.1, the Client is entitled to terminate this Agreement with written notice to Tiger Brokers, whereupon the provisions of clause 11.2 shall apply.
13. REPRESENTATIONS AND WARRANTIES
13.1 Representations and warranties by both parties
Each party makes the following representations and warranties set out in this clause on the date of this Agreement:
- all information provided is accurate, true and complete and is not misleading and shall remain accurate, true and complete and not misleading;
- it has have full capacity, power and authority (and if an individual, is of full legal age as defined by the Civil Law Act, Chapter 43 of Singapore) to enter into, accept and agree to this Agreement;
- it has all authorisations, consents, licences or approvals as may be required to enter into this Agreement;
13.2 Representations and warranties from the Client
In addition to Clause 13.2, the Client further represents and warrants that:
- it has have full capacity, power and authority (and if an individual, is of full legal age as defined by the Civil Law Act, Chapter 43 of Singapore) to open, maintain and/or continue to maintain all Account(s) from time to time opened, maintained and/or continued to be maintained with Tiger Brokers for the purposes of this Agreement;
- where the Client is a corporation, partnership, trust or other entity, its constitutional or governing instruments permit the entry into the Agreement. The Client further represents that it shall comply with all applicable laws and regulations in connection with this Agreement;
- the Client is acting as the principal but not trustee or agent in entering into this Agreement and any Borrowing Transaction or Lending Transaction;
- If the Client resides outside Singapore or give any instruction to Tiger Brokers from outside Singapore with regards to this Agreement and any Borrowing Transaction or Lending Transaction, all instructions given by the Client are in compliance with any and all applicable laws and regulations of the relevant jurisdiction from which the Client's instructions are given. The Client further agrees to indemnify Tiger Brokers from any claims, demands, litigations, costs and expenses incurred or suffered by Tiger Brokers in connection with or arising from the Client's residing or giving of any such instruction from outside Singapore;
- the Client is not bankrupt or financially insolvent and no order, declaration or steps are being or have been taken to appoint a trustee in bankruptcy, receiver, receiver and manager, judicial manager, liquidator, administrator or other similar person over the Client or its assets or property;
- the Client is financially sophisticated and have sufficient experience in effecting Borrowing Transactions and Lending Transactions;
- the client shall at all times be in a position to meet its commitments and obligations in respect of any Borrowing Transaction or Lending Transaction;
- no one other than the Client has an interest in its Accounts, Securities, Collateral, Equivalent Securities or Equivalent Collateral;
- no person has or will have any security or other encumbrance over any Account and/or over any cash or property in any Account, including Securities, Collateral, Equivalent Securities or Equivalent Collateral;
- unless otherwise disclosed to Tiger Brokers in writing: (i) the Client is NOT or becoming a director, 5% beneficial shareholder, policy-making officer or otherwise a connected person of a publicly-traded company or a “politically exposed person”, (ii) the Client is NOT or becoming affiliated with or employed by an exchange or any corporation of which any exchange owns a majority of the capital stock, or a member of any exchange or of a bank, trust company, insurance company, or of any corporation, firm, if the Client is are so employed that a written consent of the Client's employer is attached herewith; or (iii) individual engaged in the business of dealing either as a broker or as principal in Securities, Collateral, Equivalent Securities or Equivalent Collateral in the Account(s). The Client shall notify Tiger Brokers promptly if there is any change to this representation;
- no confiscation order, charging order, restraint order, production order or search warrant under the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act (Chapter 65A of Singapore) has been issued or is pending against the Client. The Client shall notify Tiger Brokers promptly if any such order or search warrant is issued or pending;
- the Client's name does not and has not at any time appeared on the list of Specially Designated Nationals and Blocked Persons maintained by the United States Office of Foreign Assets Control or on any lists or resolutions issued by the United Nations (whether through the Security Council or otherwise) pursuant to which dealings with persons specified therein are prohibited, restricted or discouraged;
- any funds and/or assets placed now or subsequently provided by the Client from time to time with Tiger Brokers will at all times comply with all applicable laws and regulations, including all tax laws and regulations;
- the declarations made and information provided by the Client and any information provided from time to time to Tiger Brokers are true, accurate, complete and not misleading in any respect and the Client has not withheld any information that would cause Tiger Brokers to refuse to open or maintain any Account, to effect any Borrowing Transaction or Lending Transaction under this Agreement. Tiger Brokers is entitled to rely fully on such information and representations unless and until Tiger Brokers receives notice of any such change from the Client;
- the Client has received, read, understood, acknowledged and accepted the terms and conditions of this Agreement, including the risk disclosure statement in Appendix I;
- the Client shall keep, save, defend, protect, indemnify, and hold Tiger Brokers harmless from any damages or costs incurred by Tiger Brokers, including legal fees on a full indemnity basis, as a result of a breach or default by the Client of any representation, warranty, covenant, or agreement made by the Client under the this Agreement.
13.3 The above representations, warranties and covenants shall be deemed repeated for each time the parties enter into a Borrowing Transaction and Lending Transaction under this Agreement.
13.4 Each party shall promptly notify the other party in writing of any change in such information or any change in circumstances which would affect any of the representations and information given to the other party or which in any way affect that party's ability to carry out any Borrowing Transaction and Lending Transaction or performance of any obligations under any term of this Agreement.
13.5 The Client acknowledges and agrees that it shall be liable to Tiger Brokers for any damages, expenses, or losses incurred or suffered by Tiger Brokers for any false or fraudulent representations and warranties in this Agreement (including but not limited to the aforementioned representations and warranties).
14. Changes in Circumstances
14.1 Tiger Brokers
Tiger Brokers may at any time transfer or assign any of its rights or obligations under this Agreement or any transaction hereunder to any person (including, without limitation, any of its related corporations or any buyer of Tiger Brokers or any part of its business).
14.2 The Client
The Client will immediately notify Tiger Brokers of any material changes in the Client's circumstances that may in any way affect the Clients’ capacity, authority, entitlement, or ability to meet its obligations under this Agreement, including but not limited to:
- any changes in the Client's constitutional documents, licensing arrangements, composition of board of directors, or change in control;
- civil or criminal proceedings which are current, threatened or pending or any court orders.
15. Limitation of liability
15.1 Tiger Brokers shall not be liable to the Client for any loss (consequential or otherwise, including, without limitation, loss of profit) incurred by the Client or any other person, whether direct or indirect, arising from any Borrowing Transaction or any Lending Transaction entered into under this Agreement.
16. INDEMNITY
16.1 The Client shall be liable to Tiger Brokers for the amount of all reasonable legal and other professional expenses incurred by Tiger Brokers in connection with or as a consequence of an event of default under clause 11, together with interest thereon at such rate as determined by Tiger Brokers in its sole discretion.
17. Right of Set off
17.1 Notwithstanding anything herein to the contrary, Tiger Brokers' obligations hereunder to deliver Loaned Securities, provide Collateral and return Equivalent Securities or Equivalent Collateral shall be subject to the full payment of all sums, and the due performance of all obligations, owing by the Client to Tiger Brokers, whether under this Agreement or otherwise, and to all rights and claims (including but not limited to any security interests, lien, rights of set-off, counterclaim or withholding) which Tiger Brokers may have against the Client, whether under this Agreement or otherwise.
18. Fees and Costs
18.1 The Client shall pay Tiger Brokers a borrowing fee to be calculated with respect to each borrowing by reference to such fee calculation formula or amount determined by Tiger Brokers and as notified to the Client for any and all of the Client's Borrowing Transactions.
18.2 Each party shall bear and is responsible for its own costs (including without limitation legal costs) in connection with the negotiation, preparation, execution, completion, performance of this Agreement.
18.3 Save as set out in this clause and unless as otherwise notified by Tiger Brokers, there are no other fees payable with respect to this Agreement.
19. Notice
19.1 Any communication to be made under or in connection with this Agreement shall be made in writing in the English language and, unless otherwise stated, may be made by fax or letter.
19.2 Addresses
- The contact details for any communication or document to be made or delivered under or in connection with this Agreement to Tiger Brokers is as set out in its website at https://www.tigerbrokers.com.sg/about/contactus.
- All communication from Tiger Brokers to the Client shall be made by way of Tiger Broker's mobile application, or to the Client's registered email address as provided by the Client to Tiger Brokers.
19.3 Delivery
Any communication or document made or delivered by one person to another under or in connection with this Agreement will be effective:
- if by way of letter, only when it has been left at the relevant address 5 business days after being deposited in the post postage prepaid in an envelope addressed to it at that address, and, if a particular department or officer is specified as part of its address details provided under clause 19.2, if addressed to that department or officer;
- if by way of Tiger Broker's mobile application, as set out in clause 19.5.
19.4 Any communication or document which becomes effective after 5.00 p.m. in the place of receipt in accordance with this clause shall be deemed only to become effective on the following day.
19.5 Electronic communication
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- Any communication to be made between Tiger Brokers and the Client under or in connection with this Agreement may be made by electronic mail or other electronic means (including by way of posting to a secure website) if the parties:
- notify each other in writing of their electronic mail address and/or any other information required to enable the transmission of information by that means; and
- notify each other of any change to their address or any other such information supplied by them by not less than 5 business days’ notice.
- Any such electronic communication as specified in this clause to be made between Tiger Brokers and the Client may only be made in that way to the extent that Tiger Brokers and the Client agree that, unless and until notified to the contrary, this is to be an accepted form of communication.
- Any such electronic communication as specified in this clause made between Tiger Brokers and the Client will be effective only when actually received (or made available) in readable form.
- Any electronic communication which becomes effective after 5.00 p.m. in the place in which the party to whom the relevant communication is sent or made available has its address for the purpose of this Agreement shall be deemed only to become effective on the following day.
- Any reference in this Agreement to a communication being sent or received shall be construed to include that communication being made available in accordance with this clause 19.5.
- Any communication to be made between Tiger Brokers and the Client under or in connection with this Agreement may be made by electronic mail or other electronic means (including by way of posting to a secure website) if the parties:
20. Rights of third parties
A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce or enjoy the benefit of any of its terms.
21. Agreement
21.1 This Agreement shall not be amended without the prior agreement of both parties.
21.2 Notwithstanding clause 20.1, if so required for compliance with any change in law or regulation, Tiger Brokers may at any time at its absolute discretion, with notice to the Client, delete, vary, supplement, amend or modify any one or more of this Agreement in such manner as Tiger Brokers shall think fit, in order to ensure compliance with any law or regulation.
21.3 Any provision in this Agreement which is invalid or unenforceable in any jurisdiction is to be read down for the purposes of that jurisdiction, so far as possible, so as to be valid and enforceable, and is otherwise capable of being severed to the extent of the invalidity or unenforceability, without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of that provision in any other jurisdiction.
21.4 This Agreement represents the only enforceable obligations and liabilities of the parties in relation to its subject matter. Any representations, conduct or prior agreements in relation to its subject matter are merged in and superseded by this Agreement.
22. Enforcement
22.1 The non-exercise of or delay in exercising any power or right of a party does not operate as a waiver of that power or right, nor does any single exercise of a power or right preclude any other or further exercise of it or the exercise of any other power or right. A power or right may only be waived in writing, signed by the party to be bound by the waiver.
22.2 The rights and remedies provided in this Agreement are cumulative with and do not exclude any rights or remedies provided by law.
23. Execution in counterparts
This Agreement may be executed in any number of counterparts and all of those counterparts taken together constitute the one and the same instrument.
24. GOVERNING LAW AND JURISDICTION
24.1 This Agreement shall be governed by, and construed in accordance with, the laws of Singapore.
24.2 The Singapore courts have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including any dispute relating to any non-contractual obligation arising from or in connection with this Agreement and any dispute regarding the existence, validity or termination of this Agreement) or any non-contractual obligation arising out of or in connection with this Agreement.