Tiger Brokers (Singapore) Pte. Ltd. (“TBSPL”), Unique Entity No. 201810449W, is a holder of a capital markets services license for carrying on the regulated activities of dealing in securities, trading in futures contracts, securities financing, and providing custodial services for securities under the Securities and Futures Act, Chapter 289 of Singapore.
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 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 (Chapter 289 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, Chapter 289 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.
1. headings and titles are inserted for convenience only and do not affect the interpretation of the contents;
2. 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;
3. 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;
4. the singular includes the plural and vice versa;
5. any reference to any gender shall include the other genders;
6. 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
7. "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.
3.1. 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.
6.1. 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.
7.1. 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.
8.1. 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.
9.1. 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.
11.1. 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:
12.6.1. 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.
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:
16.1.1. 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.
18.1. 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).
35.1. 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; and/or (vii) 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. 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
38.5.6. 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.
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.
39.1. 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.
43.1. 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.
45.1. 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.