STANDARD CUSTOMER AGREEMENT
Tiger Brokers (Singapore) Pte. Ltd. ("TBSPL"), Unique Entity No. 201810449W, is a holder of a capital markets services licence for carrying on the regulated activities of (i) dealing in securities, collective investment schemes and exchange-traded derivatives contracts; (ii) product financing; and (iii) providing custodial services under the SFA (as defined below). In addition, TBSPL is an exempt financial adviser for both advising on investment products and issuing or promulgating research analyses or reports on investment products that are securities, collective investment schemes and exchange-traded derivatives contracts under the FAA (as defined below).
This Standard Customer Agreement ("Agreement") sets out the terms and conditions governing the Services (as defined below) provided by TBSPL to you (as a Customer of TBSPL). You acknowledge that you have read and agree to be bound by all terms and conditions set forth in the Agreement.
Section 1 applies to your relationship with TBSPL generally and applies to all Accounts (as defined below) opened and maintained by you with TBSPL.
Sections 2 to 10 contain additional terms and conditions governing the specific Services which you have applied or requested for and which we have agreed to provide.
The Risk Disclosure Statements are separately provided.
SECTION 1 - GENERAL TERMS AND CONDITIONS
SECTION 2 - ADDITIONAL TERMS FOR MARGIN TRADING
SECTION 3 - ADDITIONAL TERMS FOR OPTIONS TRADING
SECTION 4 - ADDITIONAL TERMS FOR FUTURES TRADING
SECTION 5 - ADDITIONAL TERMS FOR FUND MALL SERVICES
SECTION 6 - ADDITIONAL TERMS FOR FRACTIONAL SHARES TRADING
SECTION 7A - ADDITIONAL TERMS FOR SECURITIES BORROWING AND LENDING
SECTION 7B - ADDITIONAL TERMS FOR SHORT SELLING
SECTION 8 - ADDITIONAL TERMS FOR US TREASURY FIXED INCOME SECURITIES TRADING
SECTION 9 - ADDITIONAL TERMS FOR CASH BOOST ACCOUNT
SECTION 10 - ADDITIONAL TERMS FOR STRUCTURED NOTES
SECTION 1 - GENERAL TERMS AND CONDITIONS
The terms and conditions in this Section 1 (General Terms and Conditions), together with all disclosures, terms, conditions, rules, and regulations included on the Website (as defined below), as amended, modified, supplemented, or replaced from time to time, shall govern the general relationship between you (as a customer of TBSPL) and TBSPL. This Section applies to all types of Accounts opened or to be opened from time to time by you with TBSPL and all Transactions and Services in connection therewith.
1. Definitions and Interpretation
1.1. Definitions
In this Agreement, the following words and expressions shall have the meanings set out hereunder unless the context otherwise requires:
"Access ID" means any access identification created to sign in to your Account or Accounts that is unique to you.
"Account" means all and any accounts of any nature which TBSPL has opened or maintained for you or for your benefit (including but not limited to the Cash Account, Margin Account, Fund Mall Account, Futures Account, Cash Boost Account, Customer Custody Account and Custodial Account,).
"Account Statements" means any statement of Accounts that may be provided by TBSPL to you.
"Accredited Investor" shall have the meaning ascribed to it in section 4A of the SFA, and in addition, means a Customer who is assessed to be an accredited investor as defined in the SFA, and who has opted-in to be treated by TBSPL as such.
“App” means the mobile application known as “Tiger Trade” or such other name as may be given by TBSPL from time to time.
"Applicable Laws" means 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. This also includes the constitution, by-laws, rules, regulations, customs and usages of the exchange or market where Options Contracts and/or Futures Contracts (as the case may be) are executed (and of the applicable clearing house, if any), and any applicable federal law as amended from time to time, and the rules and regulations thereunder and any applicable rules and regulations of self-regulatory organisations.
"Application Form" means the application form provided by TBSPL to you for the purposes of opening an Account with TBSPL, in accordance with TBSPL's general operating procedures.
"Asset" means any financial instruments (including without limitation any securities, collective investment schemes and derivatives contracts), and any items, goods, or properties belonging to you and, if applicable, documents of title thereto.
"Associated Person" means 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 natural person.
"Authorised Person" means a Person authorised by you to access the Services in relation to your Account.
"Authorised Signatory" means 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.
“Automatic Currency Conversion” has the meaning ascribed to it in Clause 1.1 of Section 9 (Additional Terms for Cash Boost Account).
"Automatic Liquidation" shall have the meaning ascribed to it in Clause 6.2 of Section 2 (Additional Terms for Margin Trading).
"Business Day" means a day (other than a Saturday or Sunday or Singapore public holiday) on which TBSPL is open for business in Singapore and, in relation to 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" means the "Customer Account Review" as required under the MAS Notice on the Sale of Investment Products Notice No. SFA 04-N12.
"Cash Account" means an Account opened at your request and maintained by TBSPL for you or for your benefit and designated as the Cash Account for the purpose of trading in Securities, CIS Units, Options (where applicable) and such other Financial Products (where applicable) as TBSPL may, in its discretion, allow from time to time.
"Cash Boost Account" shall have the meaning ascribed to it in Clause 1.1 of Section 9 (Additional Terms for Cash Boost Account).
"CDP" means the Central Depository (Pte) Limited.
"CIS Unit" means a unit in a Collective Investment Scheme.
"Clearing Firm" means any contracted clearing firm of TBSPL which provides custodial services and/or clearance and settlement services for customers of TBSPL.
"Collateral" means 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 Assets.
"Collective Investment Scheme" or "CIS" shall have the meaning ascribed to it in the SFA and shall include without limitation any unit trust, investment fund, mutual fund, ETF and any other collective investment scheme satisfying such definition and as distributed by or made available through TBSPL from time to time.
"Communication" shall have the meaning ascribed to it in Clause 9.1 of Section 1 (General Terms and Conditions).
“Contra” has the meaning ascribed to it in Clause 1.1 of Section 9 (Additional Terms for Cash Boost Account).
"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.
"Contact Details" means your address, telephone number, email address or any other contact detail provided by you to TBSPL.
"Contract Notes" means the written confirmation of a Transaction which may be provided either electronically or on paper.
"Custodial Account" means an account opened by TBSPL for your benefit at the Clearing Firm or banks for the purpose of holding your Assets and cash.
"Custodian" means TBSPL, or an Intermediary that is a custodian or sub-custodian (whether in Singapore or elsewhere) appointed by TBSPL from time to time in respect of (a) your monies and/or (b) any Financial Products subscribed for or purchased by you through your Account.
"Customer" or "you" means the person(s) named in the Application Form as the applicant(s), and where the context so admits, includes any one of such persons, Authorised Users and/or Authorised Signatories, and "your" shall be construed accordingly.
"Customer Assessments" shall have the meaning ascribed to it in Clause 4.1 of Section 1 (General Terms and Conditions).
"Customer Custody Accounts" shall have the meaning ascribed to it in Clause 25.1 of Section 1 (General Terms and Conditions).
"Customer Data" means 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 your Account, 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, this Agreement and/or any other agreements between TBSPL and you including, but not limited to, Personal Data.
"Due Diligence" means investigations and checks that TBSPL may conduct (whether directly or through an agent) to confirm a Person's identity or particulars.
"Electronic Instruction" means 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" means any electronic trading and other services or facilities which TBSPL may make available to you from time to time (including, without limitation, through or at the Website and the App), 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" means an exchange traded fund.
"Executing Broker" means any contracted executing broker of TBSPL which provides order routing and market data services for customers of TBSPL.
"Expert Investor" shall have the meaning ascribed to it in section 4A of the SFA.
"Event of Default" means any event described as such in this Agreement, including without limitation, any of the events listed in Clause 29.1 of this Section and Clause 13 of Section 7A (Additional Terms for Securities Borrowing and Lending).
"Exchanges" means internationally recognised stock exchanges, including but not limited to, NASDAQ, NYSE, OPRA, HKEX, LSE, NZX, CME, SGX-ST, CBOE, OSE.
"FAA" means the Financial Advisers Act 2001 of Singapore, and all subsidiary legislation, notices, and guidelines promulgated thereunder, as amended, revised or restated from time to time.
"Financial Product" means any Securities, Options, Futures Contracts or CIS Units which TBSPL offers to its customers on its trading platform.
"Forward Exchange Rate" means the forward exchange rate quoted and agreed to by TBSPL at its discretion having regard to the prevailing forwards foreign exchange market conditions for the exchange of the currencies bought and sold under a FX Forward on the Value Date.
"Fund Mall Account" shall have the meaning ascribed to it in Clause 1.1 of Section 5 (Additional Terms for Fund Mall Services).
"Fund Representative" means the manager and/or issuer of any Fund.
"Futures Account" shall have the meaning ascribed to it in Clause 1.1 of Section 4 (Additional Terms for Futures Trading).
"Futures Contract" has the meaning ascribed to it in Clause 1.1 of Section 4 (Additional Terms for Futures Trading).
"FX" means foreign exchange.
"FX Order" means any request, application, Standing Order or Order, including an order to purchase, sell, subscribe and enter into, any foreign currency or FX transaction (as the case may be) and includes any request or order to revoke, ignore or vary any previous request (in the form and manner acceptable to TBSPL) made by you, or which TBSPL reasonably believes to be a request, application or order from you.
"HKD" means the lawful currency of Hong Kong.
"Initial Margin Requirement" means such initial margin requirement(s) imposed by TBSPL in its discretion from time to time.
"Institutional Investor" shall have the meaning ascribed to it in section 4A of the SFA.
"Instructions" means 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".
"Intended Denomination" means the standard nominal amount (or its multiples) of a bond, which is specified in the bonds' relevant documents, including, but not limited to, the offering circular, information memorandum, prospectus and pricing supplement.
"Intermediary" or "Intermediaries” shall have the meaning ascribed to it in Clause 5.1 of Section 1 (General Terms and Conditions).
"Liabilities" means all monies, obligations, and liabilities now or at any time hereafter due, owing, or incurred by you to TBSPL and any of its Intermediaries, wherever incurred, whether under your 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 without limitation all Margin Facilities extended to you, any outstanding Contra losses due and payable under your Cash Boost Account, obligations assumed by TBSPL, any Executing Broker or Clearing Firm in your favour or other persons at your request, together with interest, commissions, fees, charges and all expenses, and legal costs on a full indemnity basis.
"Loss" means any and all expenses, losses, damages, liabilities, demands, charges, actions and claims of any kind or nature whatsoever.
"Margin Account" shall have the meaning ascribed to it in Clause 1.1 of Section 2 (Additional Terms for Margin Trading).
"Margin Account Eligible Products" shall have the meaning ascribed to it in Clause 1.1 of Section 2 (Additional Terms for Margin Trading).
"Margin Call" means a request from TBSPL for additional cash or Collateral for the purpose of covering your financial obligations, open position(s) and/or meeting any Margin Requirement.
"Maintenance Margin Requirement" means such maintenance margin or close-out margin requirement(s) imposed by TBSPL it its discretion from time to time.
"Margin Requirements" means the Initial Margin Requirement and the Maintenance Margin Requirement.
“Marginable Financial Product” shall have the meaning ascribed to it in Clause 1.1 of Section 2 (Additional Terms for Margin Trading).
"Market Data" means data (including but not limited to symbols information, statistics and any other data in letter or numeral form), whether real-time or delayed, disseminated by the relevant stock exchange(s) disclosing, describing, summarising or otherwise commenting on the trading of the relevant Financial Product. This includes but is not limited to opening and closing prices, high-low prices, settlement prices, real-time buying and selling prices, open interest information, last sale prices, price limits, requests for quotations, fixing prices, data curves, estimated and actual volume data, contract specifications and advance or delayed message.
"Market data providers" shall have the meaning ascribed to it in Clause 15.1 of Section 1 (General Terms and Conditions).
"MAS" means the Monetary Authority of Singapore.
"Options Contract" has the meaning ascribed to it in Clause 1.1 of Section 3 (Additional Terms for Options Trading).
"Order" means an order to buy or sell or trade in any Financial Product or to otherwise enter into a Transaction, given or purportedly given by you or your Authorised Person or any other Authorised Signatory to TBSPL by such means as TBSPL may allow.
"Order Request" means the placement of an Order by you through our trading platform or via telephone with a representative of TBSPL.
"Password" means any word, number, or combination thereof which is used to confirm your identity in entering your Access ID to access or use any of the provided systems or trading platforms.
"PDPA" means the Personal Data Protection Act 2012 of Singapore and all subsidiary legislation, notices, and guidelines promulgated thereunder, as amended, revised or restated from time to time.
"Person" includes any individual, company, corporation, firm, partnership, joint venture, association, organisation, trust, state, or agency of a state (in each case, whether or not having separate legal personality).
"Personal Data" means data, whether true or not, about an individual who can be identified from that data or from that data and other information to which TBSPL has or is likely to have access, 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.
"Product Currency" shall have the meaning ascribed to it in Clause 24.4 of Section 1 (General Terms and Conditions).
"Purposes" shall have the meaning ascribed to it in Clause 7.4 of Section 1 (General Terms and Conditions).
"Restricted Scheme" means a Fund which may only be offered or marketed to Accredited Investors in Singapore or such other relevant persons as may be permitted under the SFA.
"Risk Disclosure Statement" means the risk disclosure statement provided to you during the account opening process or otherwise.
"RSP" shall have the meaning ascribed to it in Clause 20.1 of Section 1 (General Terms and Conditions).
"Securities" shall have the meaning ascribed to it in section 2 of the SFA and includes, for avoidance of doubt, US Treasury Fixed Income Securities.
"Services" means the products and services offered by TBSPL to you under this Agreement.
"SFA" means the Securities and Futures Act 2001 of Singapore and all subsidiary legislation, notices, and guidelines promulgated thereunder, as amended, revised or restated from time to time.
"SGD" means the lawful currency of Singapore.
"SGX-ST" means the Singapore Exchange Securities Trading Limited.
“Short Selling” shall have the meaning ascribed to it in Clause 1.1 of Section 7B (Additional Terms for Short Selling).
"Standing Orders" means instruction(s) given by you to TBSPL from time to time without further instruction from the you to enter into the FX Order at an exchange rate or Forward Exchange Rate specified by you in such instruction(s) as accepted by TBSPL (subject to TBSPL's discretion).
"Subscriber", in relation to the usage of Market Data, means a Customer who uses the Market Data on the Website.
"System" shall have the meaning ascribed to it in Clause 6.2.1 of Section 2 (Additional Terms for Margin Trading).
"Tax" means any fee or charge levied by a government agency in Singapore or any other relevant jurisdiction.
"Terms" means the terms and conditions of this Agreement.
"Transaction" 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.
"USD" means the lawful currency of the United States of America.
"US Person" means 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.
“US Treasury Fixed Income Securities” has the meaning ascribed to it in Clause 1.1 of Section 8 (Additional Terms for US Treasury Fixed Income Securities Trading)
"Value Date" means a date specified for payment or delivery under the FX Order and shall be determined in accordance with the relevant Business Day.
"Website" means the URL address of TBSPL: https://www.itiger.com/sg.
1.2. Interpretation
In this Agreement, and unless the context otherwise requires:
(a) headings and titles are inserted for convenience only and do not affect the interpretation of the contents;
(b) 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;
(c) 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;
(d) the singular includes the plural and vice versa;
(e) any reference to any gender shall include the other genders;
(f) any reference to TBSPL's, a Clearing Firm's, an Executing Broker's, or Intermediary'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
1.3. All Transactions and Services provided through any Account are entered into in reliance on the fact that this Agreement and all arrangements in relation to outstanding transactions shall form the entire agreement between TBSPL and you, and supersedes all prior or contemporaneous agreements between TBSPL and you.
1.4. 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 Services from, with or through TBSPL, you acknowledge to TBSPL that you have received, read and understood this Agreement and all its contents, acknowledge and accept the risks and other matters disclosed in this Agreement, and agree to, and undertake to be bound by, as applicable to your Account, Instructions, Transaction, and Service accessed, acquired or used.
1.5. Our agreement to perform our obligations under this Agreement, including accepting any of your Instructions, is subject to the fulfilment of all condition precedents that we may prescribe from time to time (including your acknowledgements, acceptance, agreements and undertakings in this Agreement). In this connection, we may require the execution of additional documentation, either by you or any other third party.
2. Amendment of terms in this Agreement
2.1. Without limiting any of our rights, we may at our discretion, add, vary, amend, supplement, or otherwise introduce new terms to this Agreement from time to time. This Agreement so expanded, varied, amended or supplemented shall be effective immediately upon the posting of the expanded, varied, amended or supplemented Agreement on the Website with respect to all Transactions and Services.
2.2. TBSPL may provide notice of such expanded, varied, amended or supplemented Agreement 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 expansion, variation, amendment or supplement shall take effect on the date of such notice or on the date that TBSPL may specify without further consent from you.
3. Compliance with Applicable Laws
3.1. You acknowledge and agree that TBSPL will execute your Transactions via Executing Brokers and Clearing Firms and all Transactions undertaken by you or on your behalf through TBSPL under this Agreement will be subject to the trading rules and policies of, or that apply to, as the case may be, both the relevant 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 clearing house) to ensure compliance with Applicable Laws and TBSPL shall have no liability whatsoever to you for doing so.
3.3. You shall ensure that you comply with all Applicable Laws in relation to each Transaction, including obtaining all necessary authorisations, licences, approvals and consents of any governmental or other regulatory body or authority as may be required. TBSPL may require you to supply, and you shall supply, such evidence of compliance 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, Transaction or any other obligation under this Agreement.
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 favour of you against TBSPL.
3.6. You shall be responsible for the reporting requirements under the Applicable Laws in respect of the purchase, subscription, sale and/or redemption of any Securities in any corporation including but not limited to your holdings in a corporation as a director and/or substantial shareholder of such corporation. Furthermore, you are aware of your obligations to disclose your substantial shareholding in securities of corporations whose securities are listed on Exchanges in accordance with Applicable Laws.
4. Customer Assessments
4.1. You acknowledge that your application to open an Account or undertake a Transaction may be subject to TBSPL having assessed that you have the requisite knowledge and competence under Applicable Laws (including CAR and CKA requirements under the SFA, which TBSPL may repeat from time to time) (such assessments, the "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 under such Customer Assessments, 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.
4.3. You may be assessed or deemed not to possess the requisite knowledge or competence in accordance with Applicable Laws if you fail or refuse to provide all relevant information and documents to TBSPL for such Customer Assessments or if you refuse to carry out the Customer Assessments (including carrying out any updates to the Customer Assessments as may be required by TBSPL).
4.4. 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 of TBSPL permitting you to open an Account or to enter into any Transaction.
4.5. Where you have been assessed by TBSPL to be an "Expert Investor", "Accredited Investor" or "Institutional Investor" under Applicable Laws and have so declared or confirmed your investor status to TBSPL, TBSPL may, at its sole discretion, permit you to open an Account or to enter into any Transaction without completing the Customer Assessments.
5. Use of Intermediaries
5.1. You acknowledge that TBSPL may, and you consent to and authorise TBSPL to, appoint, engage or use from time to time directly or indirectly, any Person (including another broker, correspondent broker, Custodian, executing broker, dealer, market-maker, exchange, clearing firm, clearing house, bank, custodian or other third party) (such Person, an "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 under this Agreement.
5.2. The use of any Intermediary shall be upon such terms and conditions as TBSPL deems fit in its discretion. If TBSPL has exercised reasonable care in its selection of the Intermediary and contracted such Intermediary in good faith, you acknowledge, agree and accept that TBSPL shall not be liable or responsible to you for any and all Losses, claims, liabilities, damages, costs of whatsoever nature or howsoever arising including profits or advantages which may be deprived or lost in connection with the use, engagement, or appointment of any Intermediary or any act or omission of such Intermediary (including any Intermediary default beyond TBSPL's control).
5.3. Without prejudice to the generality of the foregoing, TBSPL shall not be responsible to you in any case for an Executing Broker's or dealer's inability to execute Orders.
5.4. Without prejudice to the generality of 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.
5.5. The Clearing Firm, the Executing Broker, and the Intermediaries, unless specifically stated otherwise, act as agents of TBSPL in providing Services to you. TBSPL does not in any way act as agent of the Clearing Firm, the Executing Broker or any of the Intermediaries. Your contractual relationships and recourse are to TBSPL, not the Clearing Firm, the Executing Broker, or any of the Intermediaries unless specifically provided otherwise herein.
6. Customer Information
6.1. For the purposes of TBSPL providing any Services under this Agreement (including for the 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 to satisfy and/or fulfil its legal and regulatory requirements under Applicable Laws, in particular, those relating to the prevention of money laundering and countering the financing of terrorism, whether issued by the MAS or otherwise or pursuant to the request or requirement of any court of competent jurisdiction, governmental, regulatory, tax or other agency, authority or body, exchange, clearing house, broker, dealer, market-maker, clearing firm, or relevant third party whether in or outside Singapore.
6.2. You represent and warrant that the information provided to TBSPL at any time, including but not limited to the Application Form, setting up of an account profile, completing of Customer Assessment document, giving Instructions, entering into a Transaction and any and all other information and documents requested by TBSPL, is true, complete, accurate, and not misleading in any respect.
6.3. You further understand that you have a duty to, and agree and undertake to, immediately update TBSPL on such information and documents if there is any change to such information, documents, or financial circumstances provided by you to TBSPL. You further represent and warrant that such updated information and documents will be true, complete, accurate, and not misleading in any respect. If you fail to do so, TBSPL shall not be responsible for any resulting Loss, damage, claim, action, or cost to you.
7. Consent to Disclosure of Personal Data and Information
7.1. You may have provided, and may from time to time provide, to TBSPL, Personal Data concerning you or your directors, officers, employees, Authorised Persons, Authorised Signatories, partners, shareholders or beneficial owners (for the purposes of this Clause 7, collectively, "Natural Persons").
7.2. You acknowledge that failure to supply all of the data requested by TBSPL may result in TBSPL being unable to provide you with your Account and/or Services contemplated under this Agreement or to enter into any Transactions.
7.3. When disclosing such Personal Data to TBSPL, you represent, warrant and undertake that:
7.3.1. you would have prior to disclosing any Natural Person's Personal Data to TBSPL, obtained the appropriate consent from the Natural Persons whose Personal Data are being disclosed to: (i) permit you to disclose the Natural Persons' Personal Data to TBSPL for the Purposes (as defined under Clause 7.4); (ii) permit TBSPL (in Singapore or elsewhere) to collect, retain, use, disclose and/or process the Natural Persons' personal data for the Purposes; and/or (iii) notify TBSPL if you at any time receive notice from any such Natural Person that such Natural Person has withdrawn his consent to the collection, use or disclosure by TBSPL of Personal Data about him for any Purpose;
7.3.2. you shall give TBSPL notice in writing as soon as reasonably practicable should you become aware that any Natural Person mentioned above has withdrawn such consent as set out above under Clause 7.3.1. Without prejudice to TBSPL's rights under any Applicable Laws and/or any other agreement between TBSPL and you, upon the receipt by TBSPL of the said notification or, in the event that TBSPL at any time receives notice from any such Natural Persons that such Natural Person has withdrawn his consent to the collection, use or disclosure by TBSPL of Personal Data about him for any Purpose, TBSPL shall have the right to discontinue or not provide any Account and/or Services contemplated under this Agreement or to enter into any Transactions. You shall otherwise assist TBSPL to comply with the PDPA.
7.4. You hereby agree, authorise and consent to TBSPL and its directors, officers, employees, agents, representatives, contractors and/or third-party service providers collecting, using, disclosing, and/or processing any and all of the Customer Data (including all Personal Data) for any one or more of the following purposes (collectively, the "Purposes"):
7.4.1. to perform any obligations in the course of or in connection with TBSPL's provision of the goods and/or services requested by you;
7.4.2. for verification purposes, including (i) credit checks; (ii) data verification, including comparing with any other Personal Data (howsoever collected);
7.4.3. to review and approve your application for your Account, products or services provided or to be provided to you, conducting initial and anticipatory credit checks and assessments, relevant checks and reviewing your on-going creditworthiness or any other person;
7.4.4. to carry out new or existing client verification procedures and ongoing account administration;
7.4.5. to respond to, handle, and process queries, requests, applications, complaints, and feedback from you;
7.4.6. to administer and/or manage your relationship and/or Account with TBSPL;
7.4.7. to process payment or credit transactions;
7.4.8. to provide you with marketing, advertising and promotional information, materials and/or documents relating to the investment products and/or services that TBSPL or its business partners may be offering or managing, whether such products or services exist now or are created in the future via following modes of communication: (i) postal mail and/or electronic transmission to email address; and (ii) telephone contact number by way of voice, text (SMS/MMS), fax, VOIP based smart phone application such as WhatsApp, Viber, etc;
7.4.9. to develop and improve any products and services offered or to be offered by TBSPL to meet your needs;
7.4.10. to comply with any Applicable Laws, regulations, codes of practice, guidelines, or rules, or to assist in law enforcement and investigations conducted by any governmental and/or regulatory authority, including all government agencies and authorities, tax authorities, regulators, exchanges, clearinghouses, markets, or depositories;
7.4.11. to disclose to whom TBSPL is under a duty to disclose;
7.4.12. to disclose to whom such disclosure is considered by TBSPL to be in TBSPL's interest;
7.4.13. any other purposes for which you have provided the information;
7.4.14. any other incidental business purposes related to or in connection with the above; and/or
7.4.15. to transmit to TBSPL's affiliates or any unaffiliated third parties including TBSPL's Intermediaries, third party service providers and agents, and relevant governmental and/or regulatory authorities, whether in Singapore or abroad, for one or more purposes.
7.5. You further authorise TBSPL and/or its affiliates and/or relevant third party service providers to make such enquiries and carry out such credit checks and assessment on you and to obtain from any third party any and all information regarding you or your relationship or account(s) with such third party as TBSPL may in its sole and absolute discretion deem fit, and undertake to execute and deliver such documents as TBSPL may require for the purposes of such enquiries, credit checks and assessment and the obtaining of such information, including but not limited to a letter of authorisation in such form as TBSPL may require.
7.6. You acknowledge and agree that any Account established pursuant to this Agreement shall be subject to anti-money laundering requirements established by applicable government agencies or self-regulating organisations, and undertake to provide, upon request, any documents or certifications requested by TBSPL which TBSPL believes are necessary or advisable to obtain for anti-money laundering compliance purposes.
7.7. To the extent permissible under Applicable Laws, you have the right to access and/or correct your Personal Data. You acknowledge that some Personal Data may be exempt from such access and/or correction rights. Any such request for access to and/ or correction of your Personal Data should be in writing and addressed to TBSPL at its address for the time being in force. TBSPL may charge an administrative fee for the processing of any request to access Personal Data.
7.8. You consent to TBSPL transferring any Customer Data (including Personal Data) to any party to whom TBSPL is authorised to disclose the same to under this Agreement notwithstanding that such party's principal place of business is outside of your country of domicile or incorporation, as the case may be, or that such data following disclosure shall be collected, held, processed, or used by such party in whole or part outside of your country of domicile or incorporation or the transfer is otherwise made to a person outside Singapore.
7.9. For the avoidance of doubt, in the event that the PDPA or any other Applicable Laws permit an organisation such as TBSPL to collect, use or disclose Personal Data without consent, such permission as may be granted shall continue to apply.
7.10. You agree that where written consent or permission is required by law, regulation or otherwise for any such collection, use, disclosure and/or processing of personal data by TBSPL, the signing or electronic agreement or acceptance via application form(s), account opening document(s), consent form(s), and/or other methods of consent notification, as well as in any other manner permitted by law or regulation shall constitute and be deemed to be sufficient written consent or permission for such collection, use, disclosure, and/or processing of Personal Data.
7.11. TBSPL's rights under this clause 7 shall be in addition to and without prejudice to TBSPL's other rights and powers available pursuant to any other statutory provision and in any law or regulation and nothing herein is to be construed as limiting any of these other rights and powers.
7.12. Where Personal Data is transferred to any of TBSPL's related companies, affiliates, agents, or third parties outside of Singapore, TBSPL will ensure that such entities provide a standard of protection to Personal Data so transferred that is comparable to the protection under the PDPA.
7.13. If you do not wish for TBSPL to collect, retain, use or disclose your Personal Data for any of the above Purposes, to the extent applicable under the PDPA, you may withdraw your consent at any time by written notice to TBSPL. Depending on the circumstances and the nature/ extent of your withdrawal, however, the withdrawal of consent may result in TBSPL's inability to open or maintain your Account 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 your Account with TBSPL or result in other consequences of a legal nature which may arise by virtue of your legal relationship with TBSPL.
8. TBSPL's Acting as or Appointment of Custodian
8.1. Without prejudice to Clause 8.3 but subject to compliance with Applicable Laws, TBSPL may, when necessary and at its sole and absolute discretion, hold all Financial Products you have subscribed or purchased on your behalf as bare custodian and not trustee. If so instructed by you, TBSPL shall also be entitled to place any sale or redemption monies or other monies parked by you with TBSPL in an omnibus account to be held on trust on your behalf. In acting as custodian, TBSPL's sole duty shall be to act as bare custodian in respect of the Financial Products and cash and to take such care of such Financial Products and cash as it would in respect of similar properties or assets belonging to TBSPL. Without prejudice to the preceding, TBSPL shall be under no responsibility or obligation to take any action or notify you in respect of any Financial Products and cash unless otherwise instructed by you. TBSPL shall have no responsibility or duty to you to investigate, participate in or take any action whatsoever concerning proxies received, attendance at meetings and voting therein.
8.2. TBSPL will claim all amounts in respect of interest or dividends pertaining to your Financial Products held in custody which are known to TBSPL to be payable. Such amounts shall be paid to you (less any applicable Taxes and other charges which are required to be withheld by TBSPL and as imposed by the relevant authorities) as and when they are actually received by TBSPL. TBSPL is not responsible for claiming any other entitlement or benefit that you may have with respect to the relevant Financial Products.
8.3. TBSPL is hereby irrevocably authorised by you to appoint a Custodian for any period of time to hold (i) your monies and/or (ii) any and/or all of the Financial Products subscribed for or purchased on your behalf and for purposes as authorised by you. As long as TBSPL exercises good faith and uses reasonable care in the selection and continued appointment of the Custodian, TBSPL shall have no responsibility for or obligation in respect of the performance by the Custodian of any of the duties delegated to it by TBSPL in relation to your Account or any Financial Products held by the Custodian on your behalf. For Financial Products and monies that are held by a Custodian, which is outside of Singapore, the level of protection and safeguards afforded in the relevant foreign jurisdiction may not be the same as in Singapore, and there may be material differences between these regimes. In some instances, your monies or Financial Products may be passed to other entities along a holding chain, such that the manner in which your monies or Financial Products are held by the different entities may also be different. In a holding chain, there may be risk that you may incur delay in the recovery process or may not be able to fully recover your monies or Financial Products if the other entities in the holding chain were to fail, wind up or enter into liquidation. In addition, where your monies and Financial Products are held in an omnibus account, these monies and Financial Products are commingled with those of other customers in the same account, and you may be further exposed to losses of other customers. Any action that may be taken by you to enforce your rights, in relation to your Financial Products held under the Custodian's name, shall be directed at the Custodian. TBSPL shall not be liable for any Loss suffered or incurred by you arising from the insolvency of the Custodian or any act or omission of the Custodian.
8.4. Where custody services are provided by TBSPL or the Custodian, you shall pay to TBSPL or the Custodian such fees and other costs, charges and expenses as may be imposed by TBSPL or the Custodian in each of their sole and absolute discretion from time to time in respect of these services. You hereby authorise TBSPL to debit your Account for all such fees, costs, charges and expenses. You acknowledge and consent that any of your Financial Products and monies held with TBSPL or the Custodian may be held together with that for other customers on an aggregate or omnibus basis (where not prohibited by law). You understand that Financial Products and monies held on an aggregate or omnibus basis may not be specifically identifiable by separate certificates, other physical documents or equivalent electronic records and that you shall not have any right to any specific Financial Products or monies held by TBSPL or the Custodian but shall be entitled, subject to the provisions of this Agreement, to delivery by TBSPL or the Custodian of Financial Products of the same class, denomination and nominal amount and which rank pari-passu with those accepted and held by TBSPL or the Custodian for you, subject always to any corporate actions (mergers or sub-divisions, capital re-organisation, etc) which may have occurred. TBSPL shall keep and maintain records of the respective customer's interest in any Financial Products and monies which have been held on an aggregate or omnibus basis. This clause is without prejudice to the holding of Financial Products by TBSPL as bare custodian.
8.5. You acknowledge that as a general rule, excess monies (unless refunded to you), will be commingled with excess monies from other customers of TBSPL in an omnibus trust account and that administratively, it would not be practical or feasible and is economically counter-productive to attempt to allocate the respective interest entitlement (if the trust account is interest-bearing) on an individual basis in view of the constant fluctuations in the value of the collective monies in such trust account. You agree to waive and relinquish in favour of TBSPL any and all entitlements to interest accruing to your share of monies in such trust account. Where TBSPL utilises a bank to deposit your monies, TBSPL's sole responsibility to you as regards the utilisation of such bank shall be to exercise reasonable care in the selection of such bank. You shall not hold TBSPL liable for any wilful action or omission, default, fraud or negligence by that bank.
8.6. You acknowledge that your Financial Products may be commingled collectively with Financial Products of other customers of TBSPL and your entitlements may not be identifiable by separate certificates or records. Where as a result of such commingling and aggregation of the Financial Products of all of TBSPL's customers (including you), certain entitlements to dividends, interest and other monies are payable in respect of the said Financial Products, the Custodian has full discretion as to the allotment or distribution of such entitlements as amongst its customers.
8.7. Nothing herein shall prevent TBSPL or the Custodian from becoming the owner of Financial Products which are of the same class or series as or otherwise fungible with any Financial Products and holding, disposing or otherwise dealing with the same, with the same rights which TBSPL or the Custodian would have had services not been provided herein. TBSPL may buy, hold and deal in any Financial Products on its own account notwithstanding that Financial Products or similar Financial Products are held by TBSPL or the Custodian for you.
9. Notices, Communications, Contract Notes and Account Statements
9.1. Reports, statements, Contract Notes, notices and any other communications given hereunder (collectively, "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 Contact Details 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:
9.1.1. 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;
9.1.2. immediately upon delivery, if delivered personally to you; and
9.1.3. at the time of dispatch or transmission by TBSPL if sent by facsimile or electronic mail to any of your relevant facsimile or electronic mail addresses last known to TBSPL, whether or not actually received by you.
9.2. All Communications (other than Instructions relating to Orders) may be sent by you in writing and sent by hand or registered mail, or via email, telephone, or facsimile transmission to TBSPL, and all Communications sent to TBSPL will only be effective upon receipt by TBSPL of the same. You hereby waive all rights, if any, to bring an action against TBSPL for any of the Communications you receive from TBSPL.
9.3. By consenting to the electronic delivery of all information relating to your Account, you authorise TBSPL to deliver all Communications by the following means: (i) by email to the email address specified by you; (ii) by posting the Communication on the Website, other sites on the Internet where the Communication can be read and printed; (iii) by sending you an email that includes a hyperlink to the Website or an address on the Internet where the information is posted, and can be read and printed; and (iv) by sending you a notice that directs you to an address on the Internet or a place within the website where the Communication is posted and from which it can be read and printed. Such delivery will be an effective delivery to you for the purposes of any Applicable Law whether or not the Communications are accessed or reviewed. You agree that TBSPL fulfils its legal obligation to deliver you any Communications if sent via electronic delivery. You shall notify TBSPL if you are unable to receive electronically delivered documents. Should you experience any difficulty opening a document electronically delivered by TBSPL, you shall promptly notify TBSPL in order to allow TBSPL to make the required delivery by other means or otherwise amend delivery. Failure to advise TBSPL of such difficulty within after delivery shall serve as an affirmation that you were able to receive and open such document. In the event that an email notification sent to you is returned to TBSPL as undeliverable, TBSPL will contact you. TBSPL may elect to deliver Communications by other means which shall not affect your consent.
9.4. You may withdraw such consent at any time by providing electronic notice to TBSPL through Website or request so by telephone. Upon receiving such request, TBSPL may provide your Account Statements by post, in which TBSPL reserves the right to levy an administration charge or TBSPL may, in its sole and absolute discretion, terminate your Account.
9.5 SERVICE OF DOCUMENTS
We may serve you with a writ of summons, statement of claim or any other legal process or document requiring personal service by delivering it personally, sending it by ordinary post or by leaving it at your last known address (whether a post office address or private residence or business residence or otherwise). You will be considered to have been properly served on the date of delivery if we deliver such process personally to you or served on the next date after the date of posting if such process is posted to you. In addition to these methods of service, we may serve you in any other method permitted by law.
10. Electronic Services
10.1. TBSPL may, from time to time and at its sole and absolute discretion, provide to you, such website, computer, telephone, mobile telephone services or systems and/or other services or information accessible through TBSPL's proprietary software or mobile technology (including, without limitation, the App) for the purposes of, among other things: (i) viewing details or information relating to your Account; (ii) transmitting Orders to TBSPL for execution; (iii) engaging in any other activities and services that TBSPL may include as part of its Services from time to time; and (iv) providing access to (including but not limited to) Market Data, key market indicators and real-time quotes. TBSPL may, from time to time and at its sole and absolute discretion and without notice to you, (i) amend, modify, suspend or terminate the operation of any electronic Services; (ii) suspend or terminate your access to or use of any electronic Services; or (iii) deactivate any of your Access IDs or Passwords (as the case may be). TBSPL shall not be liable to you for any Loss which may be suffered by you consequent upon any of the above actions.
10.2. Electronic Contract Notes and Account Statements
10.2.1. 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.
10.2.2. You shall check and verify all Account Statements and Contract Notes supplied by TBSPL. Unless you object by (i) a verbal notice to the contrary within 14 days of the deemed delivery of such statement or confirmation; and (ii) followed by a written confirmation of such verbal notification from you to TBSPL within 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:
10.2.2.1. accepted and ratified all the matters contained in such Account Statements or, as the case may be, Contract Notes, as true and accurate and binding on you, subject to TBSPL's right to rectify any error which TBSPL determined may have been made or reflected; and
10.2.2.2. waived all rights to bring an action against TBSPL in respect of any error or omission.
10.2.3. Notwithstanding any other provision in this Agreement or any other agreement or arrangement between you and TBSPL to the contrary, all objections shall be deemed received by TBSPL only if actually delivered or sent by registered mail, with return receipt requested. TBSPL may at any time rectify any error on any entry, Account Statement or Contract Note which has been proved to its satisfaction, and may demand immediate repayment from you of any monies erroneously paid over to you as a result of such error. You shall immediately notify TBSPL if an Account Statement or Contract Note is not received by you in the ordinary course of business.
10.3. Electronic Instructions and Communications
10.3.1. You agree and acknowledge that TBSPL is authorised to act as your broker to transact in Financial Products for your Account based on your Instructions.
10.3.2. You acknowledge and agree that the Electronic Trading Services are provided on an "as is" and "as available" basis, and, to the fullest extent permitted by law, TBSPL makes no guarantee, representation or warranty of any kind, express or implied, with respect to the functionality, operation, content or otherwise of the Electronic Trading Services. TBSPL and/or, where applicable, its Intermediaries with whom TBSPL or its Intermediaries has custodial and/or clearing relationship, shall not in any event be liable for any system error, faults, delay, interruption, congestion, force majeure or failure of such Electronic Trading Services (or any part thereof), or of any exchange or clearing house, 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.
10.3.3. You agree and acknowledge that 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 your Account or otherwise.
10.3.4. You agree and acknowledge 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 this Agreement, violation of TBSPL's stated policies, inadequate Account equity, insufficient Collateral, risk considerations, and other matters affecting trading generally.
10.3.5. You agree and acknowledge that 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 this Agreement shall be deemed to include the Authorised Person's use or access, where applicable.
10.3.6. You agree and acknowledge that the risk of electronic Instructions given by you pursuant to this Agreement not being genuine or being forged, fraudulent, ambiguous or erroneous lies solely with you, and you undertake to keep TBSPL and its directors, officers, and employees indemnified against any and all Losses incurred by TBSPL or its directors, officers, or employees arising out of anything done or omitted pursuant to the said electronic Instructions given or purportedly given by you or your Authorised Person. It is your responsibility to obtain independent professional advice in respect of any information and/or reports obtained via the Services, and to verify such information and/or reports. Neither TBSPL nor its directors, officers, or employees shall have any liability to you incurring any loss, damage, cost, expense or claim whatsoever and howsoever caused or arising.
10.4. You acknowledge and agree that you have sole responsibility and shall be liable for the security and safe-keeping of your Account numbers as well as any and all passwords, identification and other codes issued to you by TBSPL or by any certification authority duly recognised by TBSPL for the purpose of enabling you to access the Services and your Account.
10.5. 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 Account.
10.6. 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.
10.7. 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; (iii) 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.
10.8. 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.
10.9. 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 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. You shall be fully responsible and liable for any Orders placed with TBSPL through the use of the Electronic Trading Services notwithstanding that such Order may have been given by a third party with or without authority to give such instructions or Order on your behalf, and you may not be able to amend or cancel its Orders before they are executed.
10.10. In utilising the Electronic Trading Services, you agree:
10.10.1. not to do anything that will violate, infringe, prejudice or in any way affect TBSPL's or any third party's intellectual property rights ("IP Rights") and shall take all necessary measures to preserve and protect these IP Rights. All IP Rights (whether by way of copyright or otherwise), in the information or reports available from or generated under this Agreement vest solely in and will remain the exclusive property of TBSPL.
10.10.2. not to:
10.10.2.1. reproduce, retransmit, disseminate, sell, distribute, publish, broadcast, circulate, exploit (whether for commercial benefit or otherwise) the information and/or reports obtained from or through the Electronic Trading Services in any manner whatsoever without the express written consent of TBSPL;
10.10.2.2. use the information for any wrongful or illegal purpose or in contravention of Applicable Laws;
10.10.2.3. make any additions, modifications, adjustments or alterations to, tamper any part or corrupt any information or services available on or through the Electronic Trading Services;
10.10.2.4. permit any equipment or software to be linked to or communicate in any manner or be used in connection with any other service or system whereby any information and/or reports obtained from TBSPL may be accessed, used, stored or redistributed by or through such other equipment or software; and/or
10.10.2.5. use the facilities available under the Electronic Trading Services otherwise than as contemplated under this Agreement or such other directions which may be issued by TBSPL from time to time.
11. Update of your Information
11.1. You acknowledge that TBSPL is required to obtain and record your personal and financial information to facilitate the opening, ongoing operation and maintenance of your Account, including monitoring your Account for compliance with regulatory requirements. You hereby agree to ensure that 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 being 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 limited to suspending or closing the Account) and TBSPL shall not be responsible for any resulting Loss to you. Any change will be effective only upon TBSPL's receipt of your notification and after TBSPL's verification where it deems necessary.
12. Instructions/ Orders
12.1. TBSPL will execute Orders for Transactions in Financial Products on your behalf, at your risk and upon your specific Instructions, provided that the Financial Products are of a type and are traded on markets in which TBSPL in prepared at its discretion to transact. In executing such Orders, TBSPL shall not be liable for any loss in principal or lack of enhancement in the value of the principal occasioned by and/or from any Transactions effected and you acknowledge and accept the risk of any and all Losses or shortfalls that may result from any such Transactions effected.
12.2. 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.
12.3. 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.
12.4. 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.
12.5. 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 Financial Products and other property and any other Instructions concerning your Account.
12.6. TBSPL will not accept Orders by 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.
12.7. 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.
12.8. Unless otherwise provided, all Order Requests are deemed "Orders" (as such term is used in this Agreement) and accordingly shall be subject to the terms and conditions of this Agreement, which terms shall apply in full force and effect to all Order Requests. You acknowledge that any Order Request will not be binding on TBSPL and that no Transaction 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 this Agreement.
12.9. 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.
12.10. 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.
12.11. TBSPL shall act on your Instructions as soon as reasonably practicable, 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).
12.12. 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.
12.13. 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 Orders that can be executed during market hours for which access is not provided by TBSPL or its Intermediary. If TBSPL or its Intermediary believes that execution or attempted execution of any Order might contravene any Applicable Law or violate internal policies, TBSPL or its Intermediary may, in its sole discretion, delay or refuse to execute any Transaction, at any time.
12.14. 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, you acknowledge and agree that TBSPL shall bear no responsibility for transmissions that are inaccurate or not received by TBSPL, and TBSPL may execute any Transaction on the Instructions actually received by TBSPL.
12.15. You further understand and agree that:
12.15.1. 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
12.15.2. where any jurisdiction restricts foreign ownership of Financial Products, TBSPL shall have no duty to monitor and inform you of such restrictions and ascertain your nationality against such restrictions or whether the Financial Products deposited or received by you are approved for foreign ownership.
12.16. TBSPL shall not be obliged to enter into any Transaction if:
12.16.1. 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
12.16.2. 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 monies 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.
12.17. 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.
12.18. 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 this Agreement 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.
12.19. You are fully aware of, acknowledge and understand the risks associated with communicating Instructions by telephone or any other form of electronic communication including the risk of misuse and unauthorised use of Access ID and/or password by a third party. You accept full responsibility for monitoring your Instructions and safeguarding 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.
12.20. You undertake not to give any Instructions for sale of Financial Products which involves Short Selling and we shall treat all sale orders as long sale orders unless otherwise agreed between you and us.
13. Prior Consent for TBSPL acting as Principal
13.1. 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.
13.2. You hereby irrevocably and unconditionally consent to TBSPL's acting in such capacities 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. You confirm that notwithstanding any such conflict of interest and any remuneration, profits, fees, commissions, rebates, discounts, or other benefits or advantages (whether financial or otherwise) which TBSPL may make or receive in respect thereof, you will have no claim against TBSPL for, and TBSPL shall be entitled to retain and shall have no obligation to disclose to you or any other Person (and you or any other Person shall not be entitled to ask for disclosure of) the fact or amount of any monetary gain or whatsoever. You also agree that TBSPL will not be responsible for any Losses including loss of profit, or damage which may result from any such conflict.
13.3. Subject to Applicable Laws, TBSPL shall act as your agent and not as a principal in relation to any Transactions undertaken by TBSPL under this Agreement except where TBSPL gives notice to you to the contrary.
14. Use and Access of Electronic Trading Services
14.1. 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 Electronic Trading Services, as well as any amendments to the aforementioned, issued by TBSPL, from time to time.
14.2. Where TBSPL grants you access to the Electronic Trading Services, TBSPL shall grant you a personal, limited, non-exclusive, revocable, non-transferable and non-sublicensable licence to use the Electronic Trading Service pursuant to and in strict accordance with this Agreement. TBSPL may provide certain portions of the 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 Electronic Trading Service. If you do not accept the amendments, you must stop using/ accessing the Electronic Trading Services.
14.3. TBSPL provides the Electronic Trading Services to you only for your personal use and only for the purposes of, and subject to, this Agreement. You may not sell, lease, disseminate, reproduce, or provide, directly or indirectly, any or any portion of the Electronic Trading Services to any third party except as permitted by this Agreement. You acknowledge that all proprietary rights in the 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.
14.4. 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.
14.5. 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.
15. Market Data
15.1. You hereby acknowledge and agree to the following in relation to any Market Data or other information that TBSPL or any of TBSPL's third-party service providers (collectively referred as the "market data providers") provide to you in connection with your use of any Electronic Trading Services:
15.1.1. 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 understand and acknowledge that such Market Data constitutes valuable confidential information, trade secrets and/or proprietary rights of each of the market data providers and Exchanges, not within the public domain, that such Market Data shall remain valuable confidential information, trade secrets and/or proprietary rights of each of the market data providers and Exchanges at least until the market data providers and Exchanges place their respective Market Data in the public domain or authorise placement of their respective Market Data in the public domain;
15.1.2. 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;
15.1.3. TBSPL and its market data providers shall not be liable for the accuracy, completeness, timeliness or correct sequencing of the Market Data;
15.1.4. 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;
15.1.5. the Market Data is provided "as is" and on an "as available" basis. There is no warranty of merchantability, fitness for any particular purpose or noninfringement, and there is no other warranty of any kind, express or implied, regarding the Market Data;
15.1.6. 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;
15.1.7. TBSPL and its market data providers are not responsible or liable for any actions that you take or do not take based on such Market Data or information;
15.1.8. 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;
15.1.9. 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;
15.1.10. you will use such Market Data or information solely for the purposes set out in this Agreement and in compliance with the Applicable Laws;
15.1.11. you will pay such fees and any applicable Taxes (if applicable) associated with your use of Electronic Trading Services or use of Market Data as TBSPL may reasonably charge from time to time;
15.1.12. TBSPL may require you to comply with certain conditions in relation to your use of the Market Data;
15.1.13. TBSPL may require you to provide us with information in relation to you or your use or intended use of Market Data. You agree to furnish promptly to TBSPL, any information or reports that may be requested or required by TBSPL, any market data provider or Exchange (as applicable) and that is reasonably related to your receipt of Market Data;
15.1.14. TBSPL may, at its discretion, remove your access to Market Data at any time; and
15.1.15. 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. Risks relating to the use of the Internet
16.1. 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.
17. Recordings
17.1. TBSPL may, in its discretion, record by any means and at any time any and all Communications between you and TBSPL (whether such Communications are via the Electronic Trading Services, online chat sessions, or 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.
18. Trading Limits and Restrictions
18.1. 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 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.
18.2. TBSPL shall have the absolute discretion to entirely or partially accept or reject any Order to ensure that the relevant limit or restriction imposed is not breached.
19. Multi-Currency Conversion Services
19.1. TBSPL shall execute the FX Order placed by you and which it has accepted on the Value Date. An FX Order transmitted by you is irrevocable.
19.2. You understand and accept that where TBSPL quotes any exchange rate or Forward Exchange Rate for any FX Order, such quote is indicative only and solely for reference, and that TBSPL is not under any obligation to either accept or execute any FX Order for you at the exchange rate or Forward Exchange rate quoted. You agree and accept that TBSPL has the discretion to quote for and agree to any exchange rate or Forward Exchange Rate for the purpose of each FX Order, and that the exchange rate or Forward Exchange Rate applicable to any FX Order shall be conclusively determined by TBSPL at the time that the FX Order is accepted by TBSPL, and TBSPL will subsequently notify you of the exchange rate applicable to such FX Order.
19.3. You understand and accept that without prejudice to any provisions in this Agreement, TBSPL shall be entitled to, from the time that you place the FX Order with TBSPL to the Value Date, place a hold on such sums in your Account as TBSPL may determine, for all sums that may be payable by you to TBSPL in connection with such FX Order on the Value Date, as security for the settlement obligations in relation to the FX Order. For the avoidance of doubt, during such time that the hold is in place, you shall not be entitled to withdraw, draw down, utilise or otherwise deal with the amount in your Account that are subject to the hold.
19.4. You shall only use the foreign exchange services under this Clause 19 for the purposes of completing bona fide purposes and not for the purposes of entering into speculative foreign exchange transactions or arbitraging foreign exchange rates.
19.5. TBSPL reserves the right to take corrective action for invalid FX Orders, including the right to reverse or amend any FX Order constituting an invalid FX Order, or any or all relevant Transaction executed subsequent to the execution of an invalid FX Order and prior to TBSPL's corrective action. However, in the event that TBSPL does not reverse or amend any such invalid FX Order(s), TBSPL reserves the right to credit your Account for the portion of the realised loss, or debit your Account for the portion of the realised profit, in each case attributable to any such invalid FX Order(s). TBSPL shall not be liable to you for any loss or damage which you may suffer or incur as a result of any actions taken by TBSPL pursuant to this Clause 19.5.
20. Regular Savings Plan
20.1. If you at any time apply for and is accepted by TBSPL to use the regular savings plan ("RSP") services to make regular savings in your Account, the terms in this Clause 20 will apply.
20.2. You will be required to have a minimum initial investment amount or lot size, where applicable, in the nominated Financial Product which is chosen by you from a specified list of Financial Products provided by TBSPL. This minimum initial investment amount or lot size, as applicable, differs from Financial Product to Financial Product. You will subsequently be required to nominate a frequency to invest a minimum investment amount into this nominated Financial Product for the purposes of the RSP.
20.3. You acknowledge and agree that TBSPL reserves the right to terminate the RSP in any one of the below situations:
20.3.1. when the nominated Financial Product in the RSP has been completely sold off or switched out from your holdings;
20.3.2. when there are three (3) consecutive failed transactions to purchase the nominated Financial Product; or
20.3.3. when the nominated Financial Product is disabled for purchase, terminated or suspended for trading.
20.4. You shall be solely responsible for ensuring that your Account has sufficient monies to carry out Transactions under the RSP. You shall be solely liable for any losses or damages incurred by TBSPL in executing any failed Transactions under the RSP.
20.5. You may at any time to terminate the RSP and/or modify the RSP by submitting a form to TBSPL.
20.6. Depending on the cycle of the RSP, any Instructions relating to the RSP shall be executed in the next applicable RSP cycle.
21. Sale of your Financial Products
21.1. TBSPL shall not be under any obligation to act on any Instruction to sell any Financial Products (or enter into any Transaction in which Financial Products must be delivered) unless a sufficient amount of such Financial Products 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 Financial Products, TBSPL shall be entitled to debit the relevant Account with the relevant Financial Products 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 the Financial Products or assets until completion of the said sale.
21.2. You agree that TBSPL may transact, purchase, or sell any Financial Products 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.
22. Foreign Currency and Risk Involved with Foreign Currency
22.1. 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 this Agreement. Where monies 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 your 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 sole discretion elect.
22.2. TBSPL may at any time, but is not obliged 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.
22.3. 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. 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 relevant foreign currency’s value may fall in relation to the base currency of your Account.
22.4. 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.
23. Multi-Currency Account Facility
23.1. 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.
23.2. 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 centre country or the country of origin of the currency in order to facilitate your trading in investments denominated in that currency.
24. Commissions and Fees
24.1. 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, 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 any Intermediary that are passed through to you by TBSPL. To facilitate any such payment, TBSPL may in its sole and absolute discretion decide on any mode of payment including but not limited to:
24.1.1. deducting the relevant amount from your Account;
24.1.2. selling or redeeming your Collateral and/or Assets;
24.1.3. deducting the relevant amount from any sale or redemption proceeds and distribution income (including but not limited to Contra gains under the Cash Boost Account, dividends and coupon proceeds) from your investments or other assets; and/or
24.1.4. demanding that you make payment using other electronic means.
24.2. In relation to clause 24.1.2 above, you agree, consent and authorise TBSPL to act on your behalf (at TBSPL's sole discretion) to transfer out, sell or redeem necessary number of your Collateral and/or Assets to pay any outstanding fees and charges and any outstanding Contra losses due and payable under your Cash Boost Account).
24.3. TBSPL shall be entitled to charge interest on any sum or payment due to TBSPL (including but not limited to outstanding Contra losses due and payable under your Cash Boost Account) at such rate and calculated and/or compounded in such manner, and subject to such applicable grace period (if any), as TBSPL may, in its sole and absolute discretion, impose and determine from time to time, which will be published on the Website, and to collect the relevant interest due via the methods described in clause 24.1.
24.4. All payments from you to TBSPL shall be settled in the relevant currency of the Financial Product purchased and/or subscribed for and/or deposited/parked in your Account ("Product Currency") unless otherwise agreed between TBSPL and you. All payments from TBSPL to you for the sale or redemption of holdings in the Financial Products shall be settled in SGD unless otherwise agreed between TBSPL and you. In the event that monies accruing to your Account is received by TBSPL in a currency other than the Product Currency for subscriptions or purchase or in the Product Currency other than SGD for sale or redemptions, such monies shall be converted at such rate of exchange as TBSPL may in its sole and absolute discretion decide. You shall be fully responsible and liable for any Losses resulting from any currency conversion. If for any reason TBSPL cannot effect payment or repayment to you in the Product Currency or in the agreed currency between TBSPL and you, TBSPL may effect payment or repayment in the equivalent in any other currency selected by TBSPL based on the applicable rate of exchange at the time the payment or repayment is due.
24.5. All payments made by you to TBSPL shall be in free and clear funds and free of deductions or withholdings. If you are obliged by law to make such deduction, you shall pay to TBSPL such greater amount which after deduction shall ensure that the net amount actually received by TBSPL will equal the amount which would have been received by TBSPL had no such deduction been required.
24.6. You acknowledge that all payments for any purchase or subscription in relation to any Financial Product shall be made payable to "TBSPL - Client Trust Account", or such Person as specified by TBSPL from time to time.
24.7. Any taxes, duties, disbursements, costs and/or other expenses incurred by TBSPL in connection with your Account or otherwise in connection with you shall be borne by you. You shall reimburse TBSPL for any such said payments made by TBSPL on your behalf. All interest, fees, commissions and other charges of TBSPL are exclusive of any goods and services tax or any other applicable sales tax which shall be borne and separately charged to you.
24.8. Sale or redemption proceeds received by TBSPL (including but not limited to contra gains under the Cash Boost Account) will be parked in accordance with these terms and conditions or your instructions or otherwise, as required by Applicable Laws, to your Account. Such sale or redemption proceeds will be net of any fees, charges or expenses incurred in connection with the sale or redemption. TBSPL shall not be under any duty to ascertain or have any responsibility for the adequacy of the consideration received. TBSPL reserves the right to automatically park sale or redemption proceeds into your Account should the minimum threshold, as determined by TBSPL, for a pay out to you not be met.
24.9. You acknowledge that in relation to investments in the Financial Products, the counterparty (including a Fund Representative, where applicable) may pay monies (by way of commissions, discounts, fees or otherwise) to TBSPL in connection with, or in relation to, the Financial Products. You agree that TBSPL may retain these monies for its sole benefit and is under no obligation to account to you for such monies. Your Orders may be matched with other orders placed by TBSPL (1) for another customer, in which case TBSPL may receive monies (by way of commissions, discounts, fees or otherwise) from both parties to the trade or (2) as principal, in which case TBSPL may receive monies (by way of commissions, discounts, fees or otherwise) from you.
24.10. TBSPL will levy a charge for each Transaction settled in a currency other than SGD based on the prevailing rate to be advised by TBSPL from time to time, for the purpose of processing and remitting foreign currencies.
24.11. TBSPL shall be entitled to charge a fee for any retrieval of statements of account or confirmation notes, if so requested by you.
24.12. An initial upfront fee may be charged on the purchase or subscription order as agreed between you and TBSPL. The upfront fee is deducted upfront from the total purchase or subscription monies received and the net sum remaining shall be used to purchase and/or subscribe into the relevant Financial Products. TBSPL reserves the right to vary and increase the upfront fee from time to time. In the event that you decide to cancel his purchase or subscription pursuant this Agreement, the upfront fee shall be refunded to you. The upfront fee is separate and independent of the initial sales charge or front-end fee which may be charged by the counterparty (including a Fund Representative, where applicable).
25. Client Money and Assets
25.1. 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 "Customer Custody 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.
25.2. 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 Customer Custody 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.
25.3. You hereby authorise TBSPL to withdraw and utilise from such Customer Custody Accounts:
25.3.1. 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 this Agreement;
25.3.2. monies that may be required to meet payments, whether to TBSPL or otherwise, in respect of any purchase price, 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 this Agreement (including but not limited to any outstanding Contra losses due and payable under your Cash Boost Account);
25.3.3. monies or approved debt securities which are transferred to another Customer Custody Account or any of your Accounts for the purposes of this Agreement;
25.3.4. 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 Customer Custody Accounts for the purposes of this Agreement;
25.3.5. monies representing interest earned in respect of such Account; and
25.3.6. 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 this Agreement.
25.4. 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 25.3.5. 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.
25.5. 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 any administrative or other fee for crediting such interest into your Account.
25.6. You agree to and authorise TBSPL and/or the Clearing Firm to hold your funds (which includes cash Collateral) in accordance with and in any of the forms of investments permitted under Applicable Laws in Singapore (including without limitation those permitted under regulation 20 of the Securities and Futures (Licensing and Conduct of Business) Regulations) and other jurisdictions as applicable. TBSPL shall not be liable for any loss in principal or lack of enhancement in the value of the principal occasioned by and/or from any specific investments effected and you acknowledge and accept the risk of any and all Losses or shortfalls that may result from any such investments effected.
25.7. You hereby agree to waive and relinquish in favour of TBSPL and the Clearing Firm any and all entitlements to interest accruing to the foregoing investments. TBSPL may however from time to time pay to you such portion of any actual interest it may receive with respect to such investments as TBSPL deems appropriate in its discretion.
26. Maintenance of Foreign Trust Account
26.1. You authorise and consent to TBSPL depositing or maintaining your monies 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 or custody 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 law. 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 monies and/or any other property to be handled in this manner.
27. Payment of Dividends and Interest
27.1. Any Asset which pays 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 Assets held in custody which are known to TBSPL to be payable. Such amounts shall be paid to you or held in the Customer Custody Account as and when they are actually received, but neither 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 Assets or the sale thereof.
28. Exercise of any right and Power
28.1. You shall inform TBSPL of any instruction to exercise any right or power arising from the ownership of Assets in writing to TBSPL.
28.2. TBSPL shall not be required to inform you of the dates on which any shareholder' or bondholders' meetings of the companies whose Assets 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 Assets. TBSPL shall not exercise any voting rights attached to Assets, 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.
29. Event of Default
29.1. You understand that it will be an Event of Default if any of the following occurs:
29.1.1. if you fail to comply with or perform any of your obligations in this Agreement and/or any other agreement with TBSPL, or in respect of any Account, Service, Order or Transaction;
29.1.2. if you fail to make, when due, any payment or delivery required to be made by you under this Agreement or in respect of any Account, Service, Order or Transaction;
29.1.3. if you fail or refuse for any reason whatsoever to provide or comply with any request by TBSPL (or any Intermediary acting on behalf of TBSPL);
29.1.4. where applicable, if you fail to comply with any requirement 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 any Margin Requirement (as may be modified, amended, or supplemented from time to time);
29.1.5. if you fail to make, when and where due, any payment or delivery (including payment or delivery of any Collateral) required under this Agreement or you are generally unable to pay debts as they become due (or you admit of such inability);
29.1.6. 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;
29.1.7. 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;
29.1.8. 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;
29.1.9. 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;
29.1.10. 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;
29.1.11. in the event of your death or legal incompetence or unsound mind;
29.1.12. if in TBSPL's discretion, it determines that there are sufficient grounds to doubt 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
29.1.13. if any of your representations or warranties made to TBSPL, whenever made, are false or misleading when made or become untrue.
29.2. You shall immediately notify TBSPL if any Event of Default occurs, or if an Event of Default is likely to occur.
29.3. Without prejudice to any other rights or remedies of TBSPL, if an Event of Default has occurred, or at any time where TBSPL in good faith considers it necessary for its protection, TBSPL may (but is not obliged to) immediately or at any time thereafter take any or all of the following actions at its sole discretion:
29.3.1. sell any or all Assets and other property held in your Account (either individually or jointly with others);
29.3.2. cancel or complete any open, outstanding, unexecuted, or unmatched Orders for the purchase or sale of any Financial Product and other property;
29.3.3. borrow or buy-in any Financial Products 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;
29.3.4. 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;
29.3.5. 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;
29.3.6. liquidate all Collateral or part thereof at a price which TBSPL deems appropriate in the circumstances;
29.3.7. 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 your Account;
29.3.8. apply any amounts of whatsoever nature standing to the credit of any Account (including but not limited to Contra gains under your Cash Boost Account) against any amounts which you owe to TBSPL (of whatsoever nature and howsoever arising, including any prospective or contingent amounts) (including but not limited to Contra losses under your Cash Boost Account), or generally to exercise TBSPL's right of set-off against you. Where such set-off requires the conversion of one currency into another, TBSPL is entitled to effect such conversion at such time and rate of exchange in accordance with its usual practice and you must bear all exchange risks, reasonably incurred Losses, commission and other bank charges which may thereby arise;
29.3.9. 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 any bank account of yours which we have on our records; and
29.3.10. 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 purchaser for its own account. 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.
30. Payment of Indebtedness upon Demand
30.1. 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.
30.2. You shall at all times be liable for the payment upon demand of all amounts owing or payable by you to TBSPL and all Liabilities owing in each of your Accounts and you shall be liable to TBSPL for any deficiency remaining in all and any such Accounts in the event of the liquidation thereof, in whole or in part, by TBSPL or by you, and you shall make payment of such obligations and indebtedness upon demand.
30.3. 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.
30.4. 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.
30.5. 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.
30.6. Any Taxes, duties, disbursements, costs and/or other expenses incurred by TBSPL in connection with your Account or you shall be reimbursed in full by you.
30.7. All interests, fees, commissions and other charges of TBSPL are inclusive of any applicable Tax (including goods and services tax or any other applicable sales tax) which shall be borne by you.
30.8. 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.
30.9. 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.
30.10. 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.
30.11. You shall provide Financial Products to TBSPL for delivery against sales, and TBSPL shall be entitled to debit your Accounts for the relevant Financial Products to be delivered in respect of a sale Transaction. You shall provide money to TBSPL for the payment of Financial Products 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 Financial Products or money to TBSPL shall entitle TBSPL (but TBSPL shall not be obliged), without further notice or demand forthwith, to take any other action or steps that TBSPL may in its sole discretion consider appropriate or necessary.
31. Liability for Costs of Collection
31.1. You acknowledge and agree that the reasonable costs and expenses of collection of all amounts owing or payable by you to TBSPL 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.
32. Set-off, Withholding and Other Rights
32.1. Upon receipt of any Instruction to purchase Financial Products, TBSPL and/or its Intermediaries acting in good faith shall calculate the amount required to meet such purchase Instruction along with an estimate 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:
32.1.1. Each of TBSPL and its Intermediaries, as applicable, shall be entitled (but not obliged) to set-off receivables or monies held in your Account (including but not limited to funds arising from the sale of Assets 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 against all liabilities to 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. Where such set-off requires the conversion of one currency into another, TBSPL and its Intermediaries are entitled to effect such conversion at such time and rate of exchange in accordance with their usual practice and you must bear all exchange risks, reasonably incurred Losses, commission and other bank charges which may thereby arise;
32.1.2. each of 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;
32.1.3. You shall not be entitled to withdraw all or any part of the moneys and Assets (including moneys and Assets in the Custodial Account and Customer Custody Accounts) until completion or close out of the Transaction and satisfaction of all your obligations in relation thereto or if there is any outstanding Contra loss due and payable under your Cash Boost Account. The said monies and Assets shall not constitute an amount or Assets which TBSPL and/or its Intermediaries is required to return to you.
32.2. 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 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 monies and Assets and to apply the same in or towards payment or satisfaction of all Liabilities. Where such combination, consolidation, merger, transfer and/or set-off requires the conversion of one currency into another, TBSPL and its Intermediaries are entitled to effect such conversion at such time and rate of exchange in accordance with their usual practice and you must bear all exchange risks, reasonably incurred Losses, commission and other bank charges which may thereby arise. 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 your 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 your 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.
32.3. You acknowledge and agree that it is the intention of the parties that the Intermediary may in its own right enforce this Clause under and pursuant to the Contracts (Rights of Third Parties) Act 2001 of Singapore, which Act shall apply to the foregoing Clauses.
33. General Lien
33.1. You hereby grant to each of TBSPL and its Intermediaries, as the case may be, a lien over all your monies 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 Assets and other property.
33.2. You shall not be entitled to withdraw any monies or withdraw or dispose of any such Assets held by TBSPL pending the repayment or satisfaction in full to TBSPL of any of your indebtedness or obligations to TBSPL.
33.3. Without prejudice to any other rights or remedies of TBSPL, you authorise TBSPL, without giving prior notice, to collect, sell or realise all or any part of the monies and Assets referred to in Clause 33.1, at such price and in such manner at TBSPL’s absolute discretion, to satisfy all or any part of your Liabilities. You shall upon the request of TBSPL and at your cost and expense execute all transfers and do all things necessary for vesting the legal title in such monies and Assets.
34. Assignment
34.1. This Agreement 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.
34.2. TBSPL may assign TBSPL's rights and obligations under this Agreement to any subsidiary, affiliate, or successor by merger, consolidation or amalgamation without notice to you. In such case, this Agreement shall continue to be binding on and will inure to you and your heirs, executors, administrators, successors in titles, and assigns.
34.3. 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 Asset 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.
35. Representations and Warranties
35.1. You hereby represent and warrant to and covenant and agree with TBSPL that:
35.1.1. you have full capacity, power and authority (and if an individual, is of full legal age as defined by the Civil Law Act 1909 of Singapore) to enter into, accept and agree to this Agreement, to open, maintain and/or continue to maintain your Account 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. In addition, in the case that you are a director, officer, trading representative or employee of another trading member, you shall inform TBSPL and furnish TBSPL with written approval from such trading member prior to entering into any Transaction;
35.1.2. you have all authorisations, consents, licenses or approvals (whether under Applicable Laws or otherwise) required to enter into this Agreement, to open, maintain and/or continue to maintain your Account 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;
35.1.3. if you are a corporation, partnership, trust or other entity, you are duly organised and validly existing under the laws of your country of incorporation. In addition, your constitutional or governing instruments permit this Agreement, that all applicable Persons have authorised this Agreement and that the Authorised Signatory is authorised to bind you. You further represent that you shall comply with all Applicable Laws in connection with your Account. You further agree that you are acting as the principal but not trustee or agent in entering into this Agreement and any Transaction, unless you expressly request for an omnibus account to be opened;
35.1.4. you are under no legal disability which would prevent you from entering into any Transactions under this Agreement;
35.1.5. 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;
35.1.6. 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;
35.1.7. you are financially sophisticated and have sufficient experience in effecting Transactions in Financial Products that you wish to trade with TBSPL;
35.1.8. you shall ensure that you shall at all times be in a position to meet your commitments and obligations in respect of any Transaction;
35.1.9. no one other than you has an interest in your Account (unless agreed to by TBPSL);
35.1.10. except for any security or encumbrance created hereunder in favour of TBSPL, no Person has or will have any security or other encumbrance over any Account and/or over any cash or property in any Account;
35.1.11. any Orders placed or any other dealings in your Account 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;
35.1.12. TBSPL shall not be under any duty or obligation to you to inquire into the purpose or propriety of any Order and shall be under no obligation to see to the application of any of your delivered funds in respect of any Account;
35.1.13. unless otherwise disclosed to TBSPL in writing: (i) you are NOT and are not becoming a director, 5% beneficial shareholder, policy-making officer or otherwise a Connected Person of a publicly-traded company or a "politically exposed person", (ii) you are NOT and are not becoming affiliated with or employed by an exchange or any corporation of which any exchange owns a majority of the capital stock, or a member of any exchange or of a bank, trust company, insurance company, or of any corporation, firm, if you are so employed that a written consent of your employer is attached herewith; and (iii) you are NOT and are not an individual engaged in the business of dealing either as a broker or as principal in Financial Products traded under your Account, and in each case you will notify TBSPL promptly if there is any change to this representation;
35.1.14. no confiscation order, charging order, restraint order, production order or search warrant under the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 of Singapore has been issued or is pending against you. You shall notify TBSPL promptly if any such order or search warrant is issued or pending;
35.1.15. your name does not and has not at any time appeared on the Specially Designated Nationals and Blocked Persons list 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;
35.1.16. any monies 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;
35.1.17. the declarations made and information provided by you and any information provided from time to time to TBSPL are true, accurate, complete and not misleading in any respect and you have 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;
35.1.18. you have received, read, understood, acknowledged and accepted the terms and conditions of this Agreement, and relevant Risk Disclosure Statements made available to you. You further represent and warrant that the Risk Disclosure Statements are not a substitute for independent advice and no Transaction will be entered into in reliance on any statement, advice or information, unless provided otherwise, by TBSPL;
35.1.19. you will keep, save, defend, protect, indemnify, and hold TBSPL and its Intermediary harmless from any damages or costs incurred by TBSPL and/or 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 this Agreement;
35.1.20. you authorise TBSPL's Executing Brokers to disclose your Orders: (i) to others, including the Executing Broker's affiliates, for the execution of any of your Orders; (ii) on the Executing Broker's book to other customers of the Executing Broker and (iii) to disseminate quotes; and (iv) as the Executing Broker(s) may otherwise deem necessary;
35.1.21. you have the power to enter into, exercise your rights, perform and comply with your obligations, grant and/or confer any rights, powers, and authorities to any other Person (including, but not limited to, the Clearing Firm and/or TBSPL) under this Agreement (including, but not limited to, creation of a lien referred to in Clause 33);
35.1.22. no litigation, arbitration or administrative proceeding against you is current, pending or threatened, which may restrain or prohibit your entry into or performance of your obligations herein;
35.1.23. you shall immediately notify TBSPL of any monies or property received in any of your Accounts which do not belong to you, and shall immediately take any steps as may be required by TBSPL;
35.1.24. in the case that you are a Young Investor (as defined in the SGX-ST Rules), you represent and warrant that all risks and uncertainties associated with the trading or investing in the relevant Securities have been properly explained to you and that you have an appropriate understanding of such risks;
35.1.25. all information you provide or have provided (including without limitation financial statements) is accurate, true and complete and is not misleading and shall remain accurate, true and complete and not misleading.
35.2. In addition, and without prejudice to the generality of any Clause in this Agreement, you agree and acknowledge, and you represent and warrant to TBSPL (and TBSPL relies on such representations and warranties) that:
35.2.1. 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;
35.2.2. TBSPL does not purport to advise you on any financial product or investment;
35.2.3. 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);
35.2.4. 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;
35.2.5. 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;
35.2.6. 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;
35.2.7. you have not obtained from TBSPL any guarantee or assurances as to the profitability, performance, and/or results of any financial product or investment;
35.2.8. 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;
35.2.9. 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;
35.2.10. 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;
35.2.11. Unless related to risk management functions addressed in this Agreement, TBSPL representatives do not exercise discretion for your Account or 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
35.2.12. 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.
35.3. 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 Account with TBSPL.
35.4. 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).
35.5. You shall promptly notify TBSPL in writing of any change in such information or any change in circumstances which would affect any of the representations and warranties and information given to TBSPL or which in any way affect your ability to carry out any Transactions or performance of any obligations under this Agreement.
36. Termination
36.1. Your Account may be terminated and closed by either you or TBSPL at any time with or without cause or reason except that such closure or termination will not affect any rights or obligations of either you or TBSPL incurred prior to such closure or termination.
36.2. You may terminate your Account or Service provided by TBSPL to you by submitting the request for such termination through the App 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 this Agreement.
36.3. Prior to the date of termination of any Account or Service, you shall instruct TBSPL as to the proper disposal or transfer of your Assets 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 30.
36.4. Termination of this Agreement does not release the parties from any obligations which have accrued to that time (including, without limitation, your obligation to pay commission or any other fee or amount to TBSPL incurred before, or in connection with, termination of this Agreement) or from any liabilities for any breach of any of the terms of this Agreement arising before the date of termination.
37. General Exclusion
37.1. TBSPL shall not be liable to you in any respect for any Loss suffered by you, including any Loss resulting from action, inaction or insolvency by or of any Intermediary, exchange, market or clearing house (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.
38. General Indemnity
38.1. 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) your failure to comply with any clause 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 in 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 this Agreement; (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 this Agreement; (v) any change in any Applicable Laws; (vi) any act or thing done or caused to be done by TBSPL in connection with or referable to this Agreement or any Account, or Transaction entered into for or with, or any Service provided to, you; (vii) any act or loss due to trading disruption or trading suspension during corporate action; and/or (viii) any Event of Default caused by you.
38.2. 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 Instruction from outside Singapore.
38.3. Your obligations under this Agreement shall survive the termination of this Agreement.
39. Limitations of Liability and Force Majeure
39.1. The materials, Electronic Trading Service, and the Services under this Agreement 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, programme, or macros.
39.2. 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.
39.3. 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, and your acts or omissions in connection therewith, even if TBSPL or its agents or employees may have been advised of, or otherwise might have anticipated, the possibility of the same, other than where such losses are directly caused by TBSPL's own gross negligence or wilful misconduct.
39.4. 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.
39.5. TBSPL and its Service Providers, and their respective officers, employees and nominees 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 (except for wilful misconduct or gross negligence directly attributable to TBSPL), including any one or more of the following events or matters:
39.5.1. any loss or unauthorised use of the Electronic Trading Services;
39.5.2. 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 programmes, 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, acts or defaults of any telecommunications network operator, telecommunications disruption or computer failure) 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);
39.5.3. 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;
39.5.4. 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;
39.5.5. 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 your Account or the provision or operation of any Service, including any errors generated in the transmission of any data or Instruction; or
39.5.6. 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.
39.6. 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.
40. Severability
40.1. If any provision or condition of this Agreement is or becomes illegal, invalid, or unenforceable, the same shall not affect the legality, validity or enforceability of the remaining provisions or conditions of this Agreement nor the legality, validity or enforceability of such provisions or conditions under the law of any other jurisdiction.
41. Complaints and Dispute Resolution
41.1. You agree that any queries or complaints shall be sent to the email address of TBSPL's client service department at Feedbacks_sg@tigerbrokers.com.sg. Queries and complaints that are unresolved by TBSPL's client service department shall be handled by TBPSL's Risk & Compliance Committee in accordance with TBSPL's Complaint Procedure, a copy of which is available on Website or upon request. To the extent any queries or complaints remain unresolved or you remain dissatisfied with the result of TBSPL's Risk & Compliance Committee'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.
41.2. Without prejudice to any of TBSPL's other rights to close a Transaction under this Agreement, in any case where there is a dispute between TBSPL and you in respect of a Transaction or alleged Transaction or any communication relating to a Transaction, TBSPL may, at its discretion and without notice to you, close any such Transaction or alleged Transaction, where TBSPL reasonably believes such action to be desirable for the purpose of limiting the maximum amount involved in the dispute, and TBSPL will not be under any obligation to you in connection with any subsequent movement in the level of the Transaction concerned. If TBSPL closes one or more of your Transactions under this Clause, such action will be without prejudice to its 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 it intends 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, this 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 this Agreement, 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.
41.3. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference in this clause. The place and seat of arbitration shall be Singapore. The arbitral tribunal shall consist of one arbitrator. The language of the arbitration shall be English.
42. No Financial, Tax or Trading Advisory Services
42.1. Any information on TBSPL's Website, platform, or otherwise shared with you by TBSPL's representatives and/or agents shall not constitute an offer or solicitation of an offer to buy or sell any Financial Product, to make any investment, or participate in any investment strategy. TBSPL does not take into account of your personal investment objectives, specific investment goals, specific needs or financial situation and makes no representation and assumes no liability to the accuracy or completeness of the information provided. TBSPL does not provide any financial, tax, or trading advisory services. If you are in any doubt about any of the contents referred to in this Clause, you should obtain independent professional advice.
42.2. You acknowledge that all information, trading illustration tools and materials available on the Website and the Electronic Trading Services are for information purposes only. You further acknowledge that any examples included with or given in relation to such tools are also for information 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.
42.3. You hereby agree and acknowledge that as the Electronic Trading Service is online 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 [FAA-G11] 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.
42.4. TBSPL is not a fiduciary to you and does not take on any fiduciary obligations in relation to any Financial Products. 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 Financial Product.
42.5. 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 shall not rely on TBSPL, any of its agents, directors, officers, employees or vendors (including the Executing Broker or the Clearing Firm), 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.
42.6. You have made and will make your own assessment for investing in any product and you shall evaluate the suitability of any product or investment for yourself and make the final investment decision and accept all responsibility for your investment decisions. 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 and determining the suitability of your investment choice. You acknowledge that TBSPL shall have no responsibility in respect of the performance of your investment.
42.7. You acknowledge that past performance of any financial products or class of financial products is no indicator of future performance.
43. Power of Attorney
43.1. By trading with or through TBSPL with respect to your Account, 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 Agreement.
44. Ratification
44.1. 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 43) 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 Financial Products custodised with TBSPL.
45. Goods and Services Tax ("GST")
45.1. 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.
45.2. 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.
46. Tax
46.1. 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 1947 of Singapore), regulations, orders, agreements, or treaties made by or between tax authorities and/or governments to: (i) any of TBSPL's related companies or subsidiaries, wherever situated; (ii) any government, quasi-government, regulatory, monetary or other authority whether in Singapore or elsewhere, including 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.
46.2. You agree that you shall be required to, upon demand by TBSPL and in a timely manner:
46.2.1. provide any form, certification or other information, as may be requested by and in a form acceptable to TBSPL, that is necessary for TBSPL: (i) to prevent withholding tax or qualify for a reduced rate of withholding tax or backup withholding tax in any jurisdiction from or through which TBSPL receives payments; or (ii) to satisfy reporting or other obligations under the United States Tax Code and the United States Treasury regulations promulgated thereunder or the Income Tax Act 1947 of Singapore;
46.2.2. update or replace such form, certification, or other information in accordance with its terms of subsequent amendments; and
46.2.3. 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.
46.3. 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).
46.4. You acknowledge and agree that in the event the status of you or the beneficial owner(s) of your 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.
46.5. 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.
46.6. You acknowledge and agree that TBSPL shall not be responsible for or liable to you for any Loss to you arising as a result of any act or omission or any error of judgment not amounting to actual fraud in complying with TBSPL's reporting or other obligations under Applicable Laws (including the US Tax Code and the United States Treasury regulations promulgated thereunder or under the Income Tax Act 1947 of Singapore).
47. Governing Law
47.1. This Agreement shall be governed by and construed in accordance with Singapore law.
48. Third-Party Rights
48.1. Unless expressly provided in this Agreement, a person or entity who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 2001 of Singapore or any Applicable Laws to enforce or enjoy the benefit of any Clause of this Agreement, 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. Rights conferred to third parties under this Agreement are not assignable or transferable.
49. No Waiver
49.1. TBSPL's failure to exercise, or delay in exercising a right under this Agreement is not a forfeiture or waiver of its right under this Agreement. 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 this Agreement, 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.
50. TBSPL's Rights and Remedies Cumulative
50.1. 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.
51. Unclaimed Monies and Assets
51.1. 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 is not able to trace or locate you, you hereby irrevocably agree that all such monies, Assets and other property including any and all accretions and accruals thereon (which in the case of monies shall include all interests earned thereon and all investments and their respective accretions and accruals which may have been made with such monies; and in the case of Assets 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 and are deemed to have waived all rights in relation thereto.
52. Conflict of Interest
52.1. 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.
52.2. In addition, you accept, are aware of and consent to the payment by TBSPL of remuneration, profits, fees, commissions, rebates, discounts or other benefits or advantages, whether financial or otherwise, arising from any introduction or referral services (whether or not the fact of such introduction or referral or the receipt or the amount of such benefit or advantage is disclosed to you) or in respect of any specific Transaction. TBSPL will not be responsible for any Losses, costs, damages, and expenses which may result from any such conflict of interest or duty.
52.3. 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. This will only be done where permitted by and subject to any Applicable Laws in the jurisdiction concerned.
52.4. 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.
52.5. You acknowledge that TBSPL's directors, officers and employees may trade in their personal capacities.
52.6. The Services provided by TBSPL to you are non-exclusive. 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.
53. Introductions/ Sharing of Fees, Commissions, and Other Charges
53.1. 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.
53.2. 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.
53.3. 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.
54. Removal of Worthless Financial Products
54.1. TBSPL may remove a worthless Financial Product from your Account including, and without limitation to, under the following circumstances: the primary custodian, the Depository Trust Company, has deemed the Financial Product eligible for removal and the Clearing Firm has reviewed and determined, to the best of its ability, that the Financial Product has no market value.
54.2. You agree to waive any claim to any future distribution from the Financial Product and agree to indemnify and hold TBSPL and the Clearing Firm harmless from any claims, liability, or damages resulting from the removal of such Financial Product. If you provide us with evidence of the value of the Financial Product 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.
55. Authority of personal representatives
55.1. All acts performed by TBSPL prior to receiving written notice together with the necessary documentations, of your death, incapacity or incapability shall be valid and binding upon you and your successors in title.
55.2. In the event of your death, TBSPL shall be absolutely protected in acting under this Agreement until TBSPL receives actual notice of death from your legal personal representatives or executors. The legal personal representatives or executors will be recognised by TBSPL as having the sole authority to act under this Agreement on behalf of you.
56. Cessation of Business
56.1. In the event that TBSPL ceases its business activities for any reasons whatsoever, TBSPL shall procure that all customer monies and/or assets have been accounted for and returned to each customer (including you) as soon as reasonably practicable. If you cannot be contacted or do not give any instructions or make any claim in relation to the said monies and/or assets after a period of six (6) months, TBSPL shall have the absolute and sole discretion to make arrangements for such monies and/or assets to be paid to and dealt with by the courts of the Republic of Singapore.
57. Changes of Circumstances
57.1. You shall immediately notify TBSPL of any material changes in your circumstances that may in any way affect your capacity, authority, entitlement, or ability to meet its obligations under this Agreement, including but not limited to any changes in your constitutional documents, licensing arrangements, composition of board of directors, or change in control, or civil or criminal proceedings which are current, threatened or pending or any court orders.
58. Delinquent/Disputed Account
58.1. You understand that TBSPL may report all delinquent and disputed Accounts. You further consent to the reporting of the pertinent particulars relating to your Account, including but not limited to, your name, address and NRIC/Passport number or unique entity number (as the case may be) and claim amount and such other appropriate information, in the event that your account is classified by TBSPL at its sole discretion as delinquent or disputed.
59. Acknowledgement of Disclosures
59.1. YOU HEREBY ACKNOWLEDGE AND UNDERSTAND THIS AGREEMENT AND CONSENT TO ALL OF THE TERMS AND CONDITIONS SET FORTH. YOU ACKNOWLEDGE THAT THERE ARE CERTAIN RISKS INVOLVED WHEN TRADING IN FINANCIAL PRODUCTS AND YOU FURTHER ACKNOWLEDGE, UNDERSTAND AND ACCEPT THE RISKS AND OTHER MATTERS DISCLOSED TO YOU IN THE RISK DISCLOSURE STATEMENT PROVIDED TO YOU DURING THE ACCOUNT OPENING PROCESS OR OTHERWISE.
SECTION 2 – ADDITIONAL TERMS FOR MARGIN TRADING
TBSPL may, in its discretion and upon your request, permit you to open a Margin Account upon the applicable terms and conditions of this Agreement. Section 1 (General Terms and Conditions) and this Section 2 (Additional Terms for Margin Trading) set out the terms and conditions that apply to your Margin Account, your use of the Margin Facility, the trading of Margin Account Eligible Products (including Marginable Financial Products) in your Margin Account, the Transactions and the Services in connection therewith. In the event of any conflict or inconsistency between Section 1 (General Terms and Conditions) this Section, this Section shall prevail to the extent of such conflict or inconsistency.
1. Definitions
1.1. In this Section, the following words and expressions shall have the meanings set out hereunder unless the context otherwise requires. Terms used but otherwise not defined have the same meaning in Clause 1.1 of Section 1 (General Terms and Conditions):
"Acceptable Collateral" means any Collateral which may be accepted by TBSPL in its discretion to secure your obligations under Margin Facility, and which shall at all times comply with the types of acceptable collateral for purposes of margin requirements set out in the SF(FMR)R.
“Debit Balance” means the amount owing by you in your Margin Account and includes:
(a) amounts to be financed by TBSPL in respect of outstanding purchases of Marginable Financial Products made in your Margin Account, net of: (i) cash collateral, (ii) cash dividends declared and payable into your Margin Account; and (iii) sales proceeds receivable from open sale contracts (as defined in the SF(FMR)R) made in your Margin Account; and
(b) all commission charges, interest expenses and other related expenses.
“Equity” means the sum of the current market value of (a) Marginable Financial Products (which constitute Acceptable Collateral) bought and carried in your Margin Account and (b) Acceptable Collateral deposited by you in your Margin Account.
"Margin Account" means an Account opened at your request and maintained by TBSPL for you or for your benefit, designated as the Margin Account, for the purpose of trading in Margin Account Eligible Products and which provides access to the Margin Facility.
"Margin Facility" means the facility granted or to be granted by TBSPL to you for the purchase of, Marginable Financial Products on the terms and conditions set out in Section 2 (Additional Terms for Margin Trading), up to such amount and to such extent as TBSPL may from time to time agree.
“Marginable Financial Products” means, at any relevant time, the Margin Account Eligible Products permitted by Applicable Law to be bought and carried in the Margin Account and approved by TBSPL for financing under the Margin Facility. Notwithstanding the foregoing, it shall be at the sole and absolute discretion of TBSPL to (i) accept or reject any or all Marginable Financial Products and/or (ii) subject the Marginable Financial Products to a discount, including determining the Acceptable Collateral value.
“SF(FMR)R” means the Securities and Futures (Financial and Margin Requirements for Holders of Capital Markets Services Licences) Regulations.
“SGX-ST Rules” means the rules, directives, practice notes, regulations and any and all other requirements as prescribed by the SGX-ST from time to time.
"Transaction" means any Transaction in a Margin Account Eligible Product (including a Marginable Financial Product) as may be permitted from time to time by TBSPL to be carried out in your Margin Account.
2. Margin Account and Margin Facility
2.1. The types of Financial Products that may be traded through your Margin Account may be limited by Applicable Laws, or the requirements of TBSPL, its Executing Broker(s) and/or Clearing Firm(s). TBSPL shall have sole discretion to determine what types of Financial Products are Margin Account Eligible Products. TBSPL may at any time amend the list of Margin Account Eligible Products without notice to you.
2.2. Not all Margin Account Eligible Products which may be traded through your Margin Account may be purchased using the Margin Facility. Only Marginable Financial Products may be purchased using the Margin Facility.
2.3. Where you enter into any Transaction involving the use of the Margin Facility (including Transactions in Marginable Financial Products), the provisions of this Section as are applicable to the use of the Margin Facility and/or Marginable Financial Products shall apply.
2.4. You acknowledge and agree that, in addition to Initial Margin Requirements, the use of the Margin Facility is subject to Maintenance Margin Requirements.
2.5. You agree to hold harmless and indemnify TBSPL for any costs, Losses, or liabilities incurred by TBSPL in connection with the provision of the Margin Facility to you.
2.6. YOU UNDERSTAND THAT TRADING ON MARGIN INVOLVES A HIGH DEGREE OF RISK AND MAY RESULT IN LOSS OF FUNDS EVEN GREATER THAN THE AMOUNT YOU HAVE DEPOSITED IN YOUR ACCOUNT.
2.7. TBSPL shall have the right to reduce, suspend, cancel or vary, and from time to time review any Margin Facility and nothing in this Section shall be deemed to impose on TBSPL any obligation under Applicable Laws or in equity to make or continue to make available to you any Margin Facility, and any and all moneys outstanding or owing by you to TBSPL under or in connection with your Margin Account shall become due and payable immediately upon demand. Upon such demand, you shall immediately repay all such moneys outstanding or owing by you to TBSPL.
2.8. Purpose of Margin Facility
If granted, the Margin Facility shall only be used by you for financing the purchase of Marginable Financial Products, subject to any limits imposed by TBSPL at its discretion and notified to you including for financing the purchase of any single Marginable Financial Product.
3. Conduct of Transactions under Margin Account utilising the Margin Facility
You hereby undertake:
3.1.1. (without prejudice to Clause 5 below) to comply at all times with all Collateral deposits, Margin Requirements, margin ratio, and/or any other requirement prescribed by TBSPL or otherwise notified to you by TBSPL;
3.1.2. to comply at all times with such position and/or financial exposure limits which TBSPL may prescribe or otherwise notify you from time to time with respect to any single securities counter that you may transact in with respect to your Margin Account;
3.1.3. to take all reasonable steps to obtain and communicate to TBSPL all information, and deliver or cause to be delivered to TBSPL all documents, with respect to transactions under your Margin Account which may be requested by TBSPL, SGX-ST, CDP, MAS or any authority having such right to request for such information to enable TBSPL to comply with Applicable Laws and in any case not later than seven (7) days after being requested in writing by TBSPL to do so or such earlier date as the SGX-ST, CDP, MAS or any other authority may require;
3.1.4. to disclose to TBSPL if there is any material adverse change in your business, assets, financial condition, operating environment or management; and
3.1.5. that all Transactions in your Margin Account shall be on an immediate or a ready basis and the credit extended under your Margin Account shall not be used to meet margin requirements in respect of Marginable Futures Contracts (as defined in the SGX-ST Rules).
3.2. You agree and acknowledge that:
3.2.1. TBSPL is not, in any event, obliged to accept any Order you may give under your Margin Account. TBSPL may, amongst other things, be subject to its own aggregate limits of exposure to a particular securities counter or to aggregate limits to the financing available to TBSPL or permitted of TBSPL or which TBSPL is permitted to engage in. You agree and acknowledge that if TBSPL had in good faith inadvertently accepted any of your Orders which would cause TBSPL to be in breach of any of its obligations, whether under Applicable Laws (including but not limited to the SGX-ST Rules) or the terms of financing extended to TBSPL, TBSPL may in its sole and absolute discretion, take any and all action necessary to rectify such a breach (including but not limited to allocating the Order to an Account in your name other than your Margin Account) and you will effect settlement accordingly;
3.2.2. (without prejudice to Clause 6 below) you are not permitted to effect any buy Transaction under your Margin Account unless the Equity is not less than 150% (or such percentage as may be prescribed from time to time by TSBPL) of the Debit Balance under your Margin Account;
3.2.3. (without prejudice to Clause 6 below) should the Equity fall below 140% (or such percentage as may be prescribed from time to time by TSBPL) of the Debit Balance, TSBPL is entitled to require (and you shall comply with any such requirement) to provide additional Acceptable Collateral to bring the Equity to not less than 140% (or such percentage as may be prescribed from time to time by TSBPL) of the Debit Balance within two (2) Market Days (as defined in the SGX-ST Rules) (or such period as TSBPL may in its discretion determine from time to time) and in the interim you are not permitted to effect any new transactions for its Margin Account except to liquidate or close out outstanding positions; and
3.2.4. (without prejudice to Clause 6 below) you are not permitted to withdraw cash, Margin Account Eligible Products or Collateral from your Margin Account unless such withdrawal does not result in the Equity falling below 150% (or such percentage as may be prescribed from time to time by TSBPL) of the Debit Balance.
3.3. Credit Limit
You shall not permit or cause the amount of Margin Facility extended to you to exceed the credit limit from time to time set by TBSPL for your Margin Account.
3.3.1. TBSPL may, in its sole and absolute discretion, grant you a temporary increase beyond the credit limit set by TBSPL. Any such temporary increase may be revoked by TBSPL at any time without notice to you and without prejudice to any of its rights hereunder, including the right to liquidate all or any Margin Account Eligible Products purchased under your Margin Account and all or any Collateral.
3.3.2. TBSPL may request a credit report on you. If TBSPL extends, updates, or renews your credit, TBSPL may request a new credit report without notifying you.
4. Interest
4.1. Without prejudice to the generality of Clause 24.3 of Section 1 (General Terms and Conditions), the amount of Margin Facility extended to you shall be charged interest at rates published on the Website from time to time, which rates of interest, as permitted by Applicable Laws, are subject to change upon notice by publication on the Website. Interest shall accrue on a daily basis on a 360-day year from the settlement date.
4.2. Interest charged on the amount of Margin Facility extended to you shall be debited from your Margin Account on a monthly basis. It is understood that the interest charge made to your Margin Account at the close of a charge period will be added to the opening balance for the next charge period unless paid.
4.3. You agree and acknowledge that dividends and interest payments on dividend-bearing and interest-bearing Approved Financial Products held in your Margin Account may be applied by TBSPL towards satisfaction or reduction of the interest charged on the amount of Margin Facility extended to you.
4.4. You acknowledge and agree that you shall not be entitled to receive any interest in respect of any free cash balances in your Margin Account held by TBSPL for and on behalf of you for any reason whatsoever. You hereby agree to waive and relinquish in favour of TBSPL any and all entitlement to interest accruing to any of your cash balances in your Margin Account.
4.5. 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.
5. Margin Requirements and Collateral
5.1. You agree and acknowledge that you are responsible for all of your Transactions in your Margin Account and that, prior to effecting any such Transaction, you must have sufficient cash and/or other Collateral (including Acceptable Collateral) in your Margin Account to meet the applicable Initial Margin Requirement and Maintenance Margin Requirement for such Transaction For the avoidance of doubt, only Acceptable Collateral may be used to meet the applicable Margin Requirement for Transactions utilising the Margin Facility.
5.2. TBSPL may, at any time and from time to time and in its sole and absolute discretion require you to, and you agree to, deposit Collateral (including Acceptable Collateral) with TBSPL in such form and of such amount, currency denomination, specifications or value as may be acceptable to TBSPL in its sole and absolute discretion for the due performance of your obligations under any and all Transactions in your Margin Account, for the entry into or maintenance of any and all outstanding Transactions in your Margin Account, and/or for the due performance of your other obligations to TBSPL whether hereunder or otherwise.
5.3. TBSPL shall have the right to set and revise the Margin Requirements without prior notice to you. No previous Margin Requirements shall establish any precedent and Margin Requirements once established may at the discretion of TBSPL apply to existing as well as new Transactions affected by such change.
5.4. You undertake to provide and maintain Collateral and margin for your Margin Account in accordance with the conditions, and by the date and time, stipulated by TBSPL in its discretion from time to time or as may be required by: (i) the Executing Broker, Clearing Firm, applicable exchange rules, the SFA, and other Applicable Laws; and (ii) TBSPL's internal credit terms and policies and general policies regarding any Maintenance Margin Requirement in effect from time to time and as required by TBSPL at its sole and absolute discretion.
5.5. You acknowledge, accept, and agree that TBSPL may, with or without notice to you, vary the Maintenance Margin Requirements for your Margin Account at any time and from time to time, stipulate that such revised Maintenance Margin Requirements shall apply to existing as well as new Transactions in your Margin Account, or by notice to you effect an immediate change in Maintenance Margin Requirements and/or require, with or without prior notice, additional Collateral (including Acceptable Collateral) to be deposited immediately or within a very short period of time which may be less than 24 hours. In this regard, no previous Maintenance Margin Requirement shall set a precedent or bind TBSPL. You accept that this is a risk inherent in entering into and dealing in Transactions involving margin.
5.6. You further acknowledge and agree that if Maintenance Margin Requirements are increased, by TBSPL or its Executing Broker/Clearing Firm or otherwise, and there is insufficient Equity in your Margin Account to meet such increased Maintenance Margin Requirements, TBSPL, its Executing Broker or the Clearing Firm may liquidate any position in your Margin Account without notice, and shall not be liable for any Losses or damages sustained by you in connection with such liquidations, or if the System experiences a delay in effecting, or does not effect, such liquidations, even if you subsequently re-establish your position at a less favourable price.
5.7. You agree that TBSPL may, without prior notice to you, apply and use any and all of your cash, investments or other property for the time being deposited with, received by, held by or under the control of TBSPL, as Collateral for the purposes of any Transaction in your Margin Account (including to secure any and all of your obligations to TBSPL under any Transaction in your Margin Account) and for the purposes of meeting any Margin Requirements as may be imposed on you from time to time.
5.8. You shall promptly execute and do all such documents, instruments, assurances, acts and things as necessary or as required by TBSPL to ensure that TSBPL will have a valid and enforceable first security interest over all of your securities and/ or property deposited with TBSPL as Collateral, including delivering to TBSPL all security and other documents, in such form or forms acceptable to TBSPL duly executed by you or for you in favour of TBSPL where necessary, having the same duly filed, stamped and registered in accordance with all Applicable Laws.
5.9. Notwithstanding anything herein to the contrary, TBSPL and its Intermediaries will not be obliged to effect and will have the right to reject any Transaction under your Margin Account if your Margin Account does not meet the Maintenance Margin Requirements in effect from time to time.
5.10. In the event that an Order to purchase Marginable Financial Product has been accepted in error by TBSPL notwithstanding that your Margin Account does not meet the Initial Margin Requirement for such purchase, you may choose to withdraw or retain such Order. If you choose to retain such Order, you will not be permitted to utilise the Margin Facility for the purchase and will be required to make full payment for the purchase on the settlement date.
5.11. Marginable Financial Products purchased through your Margin Account as well as your Collateral shall be marked-to-market to reflect their current market value on a daily basis (applying any haircut as may be prescribed under Applicable Laws, including by SGX-ST, from time to time).
5.12. For the avoidance of doubt:
5.12.1. any Securities held as Collateral in your Margin Account may not be lent by you to another Person, whether for a Borrowing Transaction (as defined in Section 7A) pursuant to Section 7A (Additional Terms for Securities Borrowing and Lending) or otherwise; and
5.12.2. Collateral utilised for meeting applicable Margin Requirement for Transactions utilising the Margin Facility may not be utilised for meeting any requirement to provide Collateral (as defined in Section 7A (Additional Terms for Securities Borrowing and Lending) to TBSPL including for a Lending Transaction (as defined in Section 7A), and vice versa.
5.13. You agree and acknowledge that the Collateral requirements, Margin Requirements and other requirements imposed by TBSPL under Clause 5 may be identical to or be more stringent than that required under Applicable Laws.
6. Margin Call and Liquidation
6.1. You agree and acknowledge that whilst it is the prevailing practice of most brokerage firms to issue Margin Calls before liquidating an Account or a portion thereof, TBSPL may not ordinarily do so. You agree to monitor your Margin Account and maintain sufficient Collateral in excess of the Maintenance Margin Requirements prescribed by TBSPL from time to time to avoid such liquidation.
6.2. You acknowledge and agree that:
6.2.1. TBSPL's account maintenance systems (collectively the "System") are designed generally to automatically effect a liquidation of, and TSBPL shall be entitled (but not obliged), in its absolute discretion, to liquidate Margin Account Eligible Products purchased and carried in your Margin Account and all or any Collateral ("Automatic Liquidation"), if necessary, to bring the Equity to at least 130% (or such other percentage as may be prescribed by TBSPL from time to time) of the Debit Balance, or to ensure that Excess Liquidity is no less than zero. TBSPL has the absolute discretion to carry out such liquidation without being obligated to: (i) provide you with prior notice; (ii) allow you to select which Margin Account Eligible Products or Collateral are liquidated; or (iii) give you the opportunity to deposit additional funds or Collateral to prevent the liquidation. However, any delay or failure by TBSPL in effecting such liquidation will not make TBSPL liable to you, nor will it relieve you of your obligations after the liquidation;
6.2.2. if TBSPL does not, for any reason, effect an Automatic Liquidation, and TBSPL issues a Margin Call to you by email or any other method, you must satisfy such Margin Call immediately. You acknowledge and agree that you will monitor your email messages and satisfy any Margin Call issued by TBSPL by immediately depositing funds in your Margin Account to pay, in full, the under-margined position. Notwithstanding such Margin Call, you acknowledge that TBSPL or its Executing Broker or Clearing Firms, in their discretion, may liquidate your positions at any time;
6.2.3. in any event, you understand and accept that any Margin Call given by TBSPL shall not be considered a waiver of TBSPL's rights to apply your Collateral hereunder, nor is TBSPL bound by such prior Margin Call to forestall the exercise of any of such rights;
6.2.4. even if TBSPL has notified you and provided a specific date or time by which you are required to meet a Margin Call, TBSPL can still take necessary steps to protect its financial interests before such specified date;
6.2.5. without prejudice and in addition to all other rights of TBSPL hereunder, if at any time your Margin Account has insufficient Collateral to meet Margin Requirements or is in deficit, TBSPL shall have the right, in its sole and absolute discretion (but is not obliged), to liquidate any or all of your positions in your Account at any time and in any manner and through any market or dealer, without prior notice or Margin Call to you. You shall be liable and will promptly pay TBSPL for any deficiencies in your Margin Account that arise from such liquidation or remain after such liquidation. TBSPL shall have no liability for any Loss sustained by you in connection with such liquidations (or if TBSPL delays effecting, or does not effect, such liquidations) even if you re-establish your position at a worse price.
6.3. Without prejudice to any other right or remedy that TSBPL may have under Agreement, you hereby acknowledge and agree that TBSPL has the authority to take action to sell any of your Collateral, close out your Transactions, enter into offsetting transactions at your expense or take any other action to reduce the amount owing by you to TBSPL and to ensure that your Margin Requirements are met and satisfied.
7. TBSPL's Right to On-Lend/Pledge Client's Marginable Financial Products
7.1. You agree, understand and acknowledge that when you purchase any Marginable Financial Products using a Margin Facility, the purchased Marginable Financial Product are Collateral for the liabilities owing to TBSPL under, or in connection with the Margin Account. You hereby agree to assign all the Collateral to TBSPL by way of title transfer to enable TBSPL to borrow for its own, or on-lend to other TBSPL customers, its Intermediary's customers or to other market participants as the principal of such Marginable Financial Products. You further agree in connection with the foregoing that no compensation will be payable to you and that TBSPL is the sole beneficiary of any fee or commission that TBSPL may earn from any exercise of TBSPL's right under this Clause. You acknowledge that you understand the associated risks including the failure of counterparties to return the borrowed Marginable Financial Products and any other default risks associated with such on-lending. You hereby acknowledge these risks and agree to proceed with this arrangement.
7.2. Without prejudice to any other right or remedy that TSBPL may have under the Agreement, you agree and acknowledge that TBSPL shall have the discretion, with or without prior notice to you, to sell or dispose of any or all of the Margin Account Eligible Products purchased and carried in your Margin Account in order to meet the margin financing requirements prescribed or imposed and/or varied by TBSPL from time to time.
8. Purchases in currencies other than base currency
8.1. If you purchase a Marginable Financial Product denominated in a different currency from the base currency of your Margin Account, notwithstanding that you may have sufficient funds in the base currency for such purchase, the purchase will be treated as being made using the Margin Facility in the currency which the Marginable Financial Product is denominated and your existing funds in the base currency will be utilised to satisfy the Margin Requirements for such purchase.
8.2. If you maintain positions denominated in any currency other than the base currency of your Margin Account (in this Clause, “non-base currency”) without sufficient funds in such non-base currency in your Margin Account to satisfy applicable Margin Requirements, TBSPL will calculate such Margin Requirements by applying exchange rates specified by TBSPL. TBSPL WILL APPLY “HAIRCUTS” (A PERCENTAGE DISCOUNT) TO REFLECT THE POSSIBILITY OF FLUCTUATING EXCHANGE RATES BETWEEN THE BASE CURRENCY AND SUCH NON-BASE CURRENCY. YOU MUST CLOSELY MONITOR MARGIN REQUIREMENTS AT ALL TIMES, PARTICULARLY FOR POSITIONS DENOMINATED IN NON-BASE CURRENCIES, BECAUSE EXCHANGE RATE FLUCTUATIONS AND FLUCTUATIONS IN THE VALUE OF THE UNDERLYING POSITION CAN CAUSE A MARGIN DEFICIT.
9. Representations and Warranties
9.1. In addition to the representations and warranties made in Clause 35 of Section 1 (General Terms and Conditions), you hereby represent and warrant and covenant and agree with TBSPL that:
9.1.1. You shall notify TBSPL immediately in writing to liquidate all open positions on margin and close your Margin Account if losses therein approach the extent at which your lifestyle or any dependent may become adversely affected.
10. Contract Notes and Account Statements
In addition to and notwithstanding anything to the contrary in Clause 8 of Section 1 (General Terms and Conditions), you further agree to check and verify all Account Statements and Contract Notes (including statements related to any Services provided under this Section) supplied by TBSPL. Unless you object by (i) a verbal notice to the contrary within twenty-four (24) hours of the deemed delivery of such statement or confirmation; and (ii) followed by a written confirmation of such verbal notification from you to TBSPL within seven (7) days of the date of the Account Statements or Contract Notes (as the case may be), dispatched or transmitted, you will be deemed conclusively to have: (i) accepted and ratified all the matters contained in such Account Statements or Contract Notes (as the case may be) as true and accurate and binding on you, subject to TBSPL's right to rectify any error which TBSPL determined may have been made or reflected; and (ii) waived all rights to bring an action against TBSPL in respect of any error or omission.
11. Risk of Loss and Indemnification
11.1. You acknowledge, understand and agree that all Transactions effected for your Margin Account and all fluctuations in the market prices of the Margin Account Eligible Products carried in your Margin Account are at your sole risk. You understand that trading on margin involves a high degree of risk and may result in loss of funds even greater than the amount you have deposited in your Margin Account. You understand therefore that such trading is appropriate only for persons who can assume risk of loss in excess of that deposited in their margin account. You shall be solely liable under all circumstances for any and all losses arising from such Transactions. By opening a Margin Account, you warrant that you are willing and financially able to sustain any such losses resulting therefrom, and your unconditional obligation to pay TBSPL the amount of any such losses.
11.2. None of TBSPL and its Intermediaries shall be responsible for the obligations of the Persons with whom your Transactions under your Margin Account are effected, nor shall any of them be responsible for delays in transmission, delivery, or execution of your Orders due to malfunctions of communications facilities or other causes.
11.3. None of TBSPL and its Intermediaries shall be liable to you for the loss of any margin deposits which is the direct or indirect result of the bankruptcy, insolvency, liquidation, custodianship, exchanges, clearing house, bank or similar entity. You agree to hold harmless and indemnify TBSPL and its Intermediaries and their respective officers, employees, agents or representatives from any liabilities, cost, or expense (including legal fees and expenses and any fines or penalties imposed by any governmental or regulatory agency, self-regulatory body, contract market, exchange, clearing organisation, or other self-regulatory body) which they may incur or be subject to with respect to your Margin Account or any Transaction or position therein or your obligations hereunder.
11.4. You affirm that you are able to assume the financial risks of trading under your Margin Account and that such trading meets your financial objectives. You agree to notify TBSPL if there is any material change in your financial condition or objectives.
11.5. You understand that TBSPL has not undertaken and will not undertake an independent evaluation of whether Margin Trading generally or any specific Transaction entered into by you or under your Instruction is appropriate, and you undertake, represent and warrant to TBSPL that you have made such evaluations independently and TBSPL is relying solely on your representations in this regard.
11.6. You agree, accept and understand all implications under Applicable Laws as a consequence of trading with TBSPL and on different exchanges. You also consent to and acknowledge that there are exchange rate risks in respect of Transactions denominated in a foreign currency, and you represent and warrant that you are able and willing to take such country and currency risks.
SECTION 3 – ADDITIONAL TERMS FOR OPTIONS TRADING
TBSPL may, in its discretion and upon your request, permit you to trade Options under your Eligible Account upon the applicable terms and conditions of this Agreement. This Section 3 (Additional Terms for Options Trading) sets out the additional terms and conditions that apply to the trading of Options in your Eligible Account, the Transactions and the Services in connection therewith. In the event of any conflict or inconsistency between Section 1 (General Terms and Conditions) and this Section, this Section shall prevail to the extent of such conflict or inconsistency.
1. Definitions
1.1. In this Section, the following words and expressions shall have the meanings set out hereunder unless the context otherwise requires. Terms used but otherwise not defined have the same meaning in Clause 1.1 of Section 1 (General Terms and Conditions):
"Eligible Account" means your Cash Account or Margin Account (as the case may be).
"Option" means an instrument that entitles (but does not oblige) the holder to sell or buy respectively the specified underlying asset (other than an exchange-traded derivatives contract) during a specified period of time at an agreed price with another party.
"Options Clearing Corporation" or "OCC" means the entity which is responsible for all operations and oversight over activities related to options trading in the USA.
"Options Contract" means a contract to buy or sell an Option.
"Option Exercise Time" shall have the meaning ascribed to it in Clause 6.1.
"Transaction" means any Transaction in an Option as may be permitted from time to time by TBSPL to be carried out in your Eligible Account.
2. Option Transactions
2.1. If at any time you shall enter into any Transaction for purchase or resale of an option contract, you hereby agree to abide by Applicable Laws, including the rules of any national securities association, registered securities exchange, or clearing organisation applicable to the trading of such option contract and that you, acting alone or in concert, shall not violate the position or exercise limitation rules of any such association or exchange or of the OCC or other clearing organisation in the Applicable Laws. You also acknowledge that you have read and fully understand the "Characteristics and Risks of Standardized Options," which is published by the OCC.
3. Notice, Exercise, Random Allocation of Option Contracts
3.1. You understand that you may not receive actual notice of exercise of an option contract until the week following exercise of the same. You shall bear full responsibility for taking action to exercise or sell valuable options; however, in the absence of your notifying TBSPL to exercise an option contract by 3:00 p.m. SGT two (2) days before the last Business Day prior to expiration date of the options contract, you consent and understand that "Out-of-Money" options contract will lose all value and the Executing Broker/Clearing Firm (acting on behalf of TBSPL) may exercise "In-the-Money" options contract on your behalf but is under no obligation to do so and you will hold TBSPL harmless for any Loss that may result at that time or any time hereafter.
3.2. In the event of such an exercise, the transaction will be placed in your Eligible Account. Should the commissions charged for the expiration transaction exceed the proceeds to be realised, you agree to relinquish ownership of the option contract to the Clearing Firm, which may exercise the option for its own account. You acknowledge that the Clearing Firm may use a random allocation method for all option assignments received, and exercise assignment notices for options contracts will be allocated among all customers' short positions within that series. You are responsible for reading and understanding the rules and regulations governing options contract trading on the relevant Exchanges and Clearing Firm prior to trading any options contract.
3.3. You shall not, acting alone or in concert with others, exceed the position/exercise limits set forth by any exchange or market or by any other regulatory authority of the relevant jurisdiction.
3.4. You acknowledge and accept that, should TBSPL, at its discretion, deem it necessary for its protection for any reason, or in the event of your death, TBSPL may buy, sell, or short any part or all of the underlyers represented by options endorsed by the Clearing Firm for your Eligible Account. Any and all expenses incurred by TBSPL or the Clearing Firm in connection with such transactions shall be reimbursed by you to TBSPL and the Clearing Firm. You further understand and acknowledge that when transactions are traded in more than one marketplace, the Clearing Firm or the Executing Broker may use its discretion in selecting the market in which to enter your order unless you provide specific instructions otherwise. All monies, securities, CIS units, or other property held by TBSPL or the Clearing Firm in any of your accounts shall be subject to a general lien to secure the discharge of your obligations to TBSPL and/or the Clearing Firm under this Agreement or otherwise.
3.5. You agree that in connection with any uncovered option(s) for your Eligible Account, you will not sell, during the lifetime of such options, the underlying Collateral collateralising such options, any underlying cash, Securities, CIS Units or other assets which may accrue on the underlying covered Securities or CIS Units until such options are closed, exercised, or expired or the undersigned has met the Collateral requirements established by TBSPL and/or the Clearing Firm for carrying uncovered options. You also agree that TBSPL and/or the Clearing Firm, in its/their respective discretion, may refuse any order to sell such underlying Securities or CIS Units received from you or by means of a "give-up" basis through another firm unless, prior to such sale, you have met the Collateral requirements established by TBSPL and/or the Clearing Firm for carrying uncovered options. TBSPL has the right in its discretion, to permit you to apply the proceeds of such sale to such Collateral requirements.
3.6. You are aware of the high degree of risk involved in option transactions and have given TBSPL, in strict confidence, information to demonstrate that this Eligible Account and the trading anticipated therewith is not unsuitable for you in light of your investment objectives, financial situation and needs, experience, and knowledge. Notwithstanding that neither TBSPL nor its Intermediary provides financial advisory services to you, you agree to advise TBSPL of any changes in your investment objectives, financial situation or other circumstances that may materially affect your suitability of trading in option transactions as TBSPL or its Intermediaries may require such information to take steps to protect their own position and to otherwise comply with Applicable Laws and regulations.
4. Trading Limits and Restrictions
4.1. TBSPL may in its sole and absolute discretion without giving any reason or without notice to you, at any time and from time to time impose, remove or amend any trading or Transaction restrictions or any limits, including position limits, Transaction limits and limits on contract size in respect of any Eligible Account upon you. No previous limit or restriction shall set a precedent or bind TBSPL. You undertake to comply with and shall not breach or exceed such restrictions and limits as imposed on you by TBSPL and any other trading restrictions or positions limits under Applicable Laws, including those imposed by any exchange or market or clearing house or the OCC, whether you are acting alone or in concert with others. If you exceed any trading restriction or position limit, TBSPL is authorised to disclose your identity and your positions, and/or liquidate any of your positions.
5. Margin Requirements and Collateral
5.1. You agree that you are responsible for all your Transactions in your Eligible Account and prior to effecting each Transactions in connection with Options Contracts, you must have sufficient funds in your Eligible Account to meet the Initial Margin Requirement and Maintenance Margin Requirement for that Transaction.
5.2. TBSPL may, at any time and at its sole and absolute discretion, require you to deposit collateral with TBSPL in such form, amount, currency denomination, specifications, or value as TBSPL may determine. This collateral is required for the proper performance of your obligations under any and all transactions and your Eligible Account, for entering into or maintaining any outstanding transactions or your Eligible Account, and/or for fulfilling your other obligations to TBSPL, whether under this agreement or otherwise.
5.3. TBSPL shall have the right to set and revise Margin Requirements and to limit, without prior notice to you, the number of Options Contracts which you may maintain or acquire through TBSPL. No previous margin requirements shall establish any precedent and Margin Requirements once established may at the discretion of TBSPL apply to existing positions as well as new positions in the Transactions and Options Contracts affected by such change.
5.4. You agree and undertake to at all times provide and maintain Collateral and margin for your Eligible Account on the conditions and by the date and time stipulated by TBSPL in its discretion at any time from time to time or as may be required by: (i) the Executing Broker, Clearing Firm, the OCC, applicable exchange rules, the SFA and other Applicable Laws; (ii) TBSPL's internal credit terms and policies and general policies regarding any Margin Requirement in effect from time to time and as required by TBSPL at its sole and absolute discretion. You undertake to do so by the date and the time stipulated by TBSPL.
5.5. TBSPL may at any time and from time to time apply and/or transfer margin received from you to another entity, including an exchange or a clearing house to satisfy any delivery or payment obligations in connection with Options Contracts entered into for you or to procure the same.
5.6. TBSPL shall not be liable to you for the loss of any margin deposits which is the direct or indirect result of the failure to perform, bankruptcy, insolvency, liquidation, receivership, or custodianship or assignment for the benefit of creditors of any exchange, clearing house, bank, executing broker, clearing organisation, or similar entity with whom such margins have been onward deposited. Under no circumstance shall TBSPL be liable to you for punitive, exemplary, special, incidental, indirect, or consequential damages.
5.7. All cash margin that you provide to TBSPL are considered your funds which are subject to the terms and conditions herein relating to your funds.
5.8. You hereby expressly authorise TBSPL at any and all times to take action to transfer and/or sell any of your Assets, or take any other action to reduce the amount owing by you to TBSPL or to ensure that your Margin Requirements are met and satisfied or to otherwise protect TBSPL's interest.
5.9. You shall promptly execute and do (as applicable) all such documents, instruments, assurances, acts and things as necessary or as required by TBSPL for creating, perfecting, and/or protecting the rights of TBSPL to any Collateral, including delivering to TBSPL all security and other documents, in such form or forms acceptable to TBSPL duly executed by you or for you in favour of TBSPL and where necessary, having the same duly filed, stamped and registered in accordance with all Applicable Laws.
5.10. You agree that TBSPL may, but is not obligated to, without prior notice to you, apply and use any and all cash or other property for the time being deposited with, received by, held by or under the control of TBSPL, as Collateral for the purposes of any Transaction your Eligible Account (including to secure any and all of your obligations to TBSPL) and for the purposes of meeting any Margin Requirements as may be imposed on you from time to time.
5.11. You hereby acknowledge and agree that you shall maintain separate Collateral as margin in respect of your Eligible Account or Transaction as TBSPL may require, that the Collateral maintained as margin in respect of each Account or Transaction shall be treated as separate for the purposes of this Options Terms, and upon your specific Instructions TBSPL may transfer all or part of such Collateral held by TBSPL for you in respect of any Account or Transaction (as defined in Section 1 (General Terms and Conditions)) to any other Account or Transaction (as defined in Section 1 (General Terms and Conditions)), or to utilise such Collateral for any purposes as required by you.
6. Exercise of Options
6.1. You acknowledge and agree that TBSPL shall not be obliged to notify or remind you of the exercise date of your open Options Contracts, or to take any action to exercise an Options Contract prior to its expiration or prevent any automatic exercise, except upon your Instructions. You further understand that TBSPL is not obliged to seek your Instructions in this regard nor remind you to give TBSPL the appropriate Instructions and that TBSPL may have established exercise cut-off times, which may be different from the times established by the contract markets in clearing houses. You agree that you will give TBSPL Instructions to liquidate, exercise, or allow the expiration of the options in the case of long positions in the options by 3:00 p.m. Singapore time two (2) Business Days before the last Business Day prior to expiration date or such other time as TBSPL may specify in its sole discretion (the "Option Exercise Time"). In the event that timely exercise and assignment Instructions are not made or given (as applicable) by the Option Exercise Time, you hereby agree to waive any and all claims for damage or loss you might have against TBSPL or its Intermediary arising out of the fact that an Option was or was not exercised.
6.2. Although a Clearing Firm, exchange or clearing house may automatically exercise an Options Contract that is "in-the-money", none of TBSPL, any Executing Broker or the Clearing Firm will be held liable for its failure to do so. You acknowledge and agree to take full responsibility and shall not have any claims whatsoever against TBSPL as a result of or in connection with taking action either to exercise or to prevent exercise of an option contract, as the case may be.
6.3. TBSPL reserves the right to refuse to exercise any Option Contract that would cause undue risk to TBSPL, the Executing Broker, or the Clearing Firm (as determined by TBSPL in its sole discretion).
6.4. In the event you do not have sufficient equity, before the expiration of an Equity Options Contract, to meet the Initial Margin Requirement prescribed for the purchase or sale of the underlying Financial Product, the Executing Broker may in its discretion liquidate the underlying position which results from the exercise of the Options Contract and none of TBSPL, Executing Broker, and the Clearing Firm shall be under any obligation to purchase or sell the underlying Financial Product on your behalf.
6.5. You understand that the OCC assigns exercises to clearing firms such as the Clearing Firm and you acknowledge that, upon assignment, you shall be required: (i) in the case of an equity option, to deliver or accept the required number of shares of the underlying security, or (ii) in the case of an equity index option, to pay or receive the settlement price, in cash. You understand that you may not receive notice of an assignment from TBSPL or its Clearing Firm until one or more days following the date of the initial assignment by OCC to the Clearing Firm and that the lack of such notice creates a special risk for uncovered writers of physical delivery call stock options.
6.6. You acknowledge and agree that when exercising an Options Contract, you must ensure that there are sufficient funds or assets in your Account to meet your delivery or settlement obligations under the Option. TBSPL may, in its sole discretion, refuse to exercise an Options Contract, close out your positions, or take any other actions if you have insufficient funds in your Account.
6.7. In the event that an exercise of one or more of your put Options Contracts results in your entering into a short sale of the underlying Financial Product (i.e. where you have insufficient Financial Product in your Account to fulfil the delivery obligations under the Options Contracts), you are responsible for the order at the time the order is placed. You acknowledge that short sales may only be executed in a Margin Account subject to the provisions of Section 7B (Additional Terms of Short Selling).
7. Margin Call and Liquidation of Positions
7.1. If your Eligible Account is under-margined or if any of TBSPL and its Intermediaries, in its discretion, determines that it has reasonable doubt with respect to your willingness or ability to fulfil your obligations hereunder (which includes but is not limited to the delivery or exercise of Options Contracts, inability to meet Margin Requirements, breach or potential breach of any limits, your perceived death, disability, insolvency, or TBSPL's inability to communicate at any time with you), TBSPL may in its discretion and without prior notice to you offset any of your open Options Contracts positions so as to eliminate such margin deficiency or the aforementioned doubts, and you shall remain liable to TBSPL for any loss that results therefrom, without regard to (i) whether TBSPL has adhered to margin or other rules of any contract market, or (ii) any other term of the Options Terms. This right to offset includes the right, if deemed appropriate in the exercise of TBSPL's discretion, to buy and/or sell any Options Contracts or other property, including but not limited to the use of spreads, straddles, and/or off-exchange Transactions, such as an exchange for physical or other cash Transaction, including TBSPL's account, in order to effectuate such liquidation. You agree that a prior demand or call or prior notice of the time and place of such sale or purchase shall not be considered a waiver of TBSPL's right to sell or buy without demand or notices herein provided.
7.2. TBSPL may issue a Margin Call to you by email or any other method, and in such cases you must satisfy such Margin Call immediately within one hour or less. Notwithstanding any such Margin Call, you acknowledge that TBSPL, in its discretion may liquidate your positions any time. You understand and accept that any Margin Call given by TBSPL shall not be considered a waiver of TBSPL's rights under Clause 7.1 and you shall remain liable for and shall pay to TBSPL immediately any amount owed to TBSPL in your Eligible Account resulting from any Transactions.
7.3. You further acknowledge and agree that if any Maintenance Margin Requirement is increased, by TBSPL or its Executing Broker/Clearing Firm, the OCC or otherwise, and there is insufficient Collateral in your Eligible Account to meet such increased Maintenance Margin Requirement, TBSPL or its Executing Broker/Clearing Firm, or the OCC may liquidate your position in your Eligible Account without notice, and shall not be liable for any Losses or damages sustained by you in connection with such liquidations, or if the System experiences a delay in effecting, or does not effect, such liquidations, even if you subsequently re-establish your position at a less favourable price.
7.4. You agree to promptly satisfy all Margin Calls and understand and acknowledge that amounts owing by you to TBSPL in all of your Eligible Account shall be charged with interest as required by all applicable statutes, rules, regulations, procedures or as deemed necessary by TBSPL or its Intermediaries. You understand that you are liable for payment upon demand of any obligations owed relating to your Eligible Account and that your Eligible Account can and may be liquidated at any time in order to meet Margin Requirements without demand or notice being sent to you.
8. Representations and Warranties
8.1. In addition to the representations and warranties made in Clause 35 of Section 1 (General Terms and Conditions), you hereby represent and warrant and covenant and agree with TBSPL that:
8.1.1. you shall notify TBSPL immediately in writing to liquidate all open Options Contracts positions in, and close, your Eligible Account if losses therein approach the extent to which your lifestyle or any dependent may become adversely affected; and
8.1.2. you have received, read, understood, acknowledged and accepted the terms and conditions of this Agreement, and relevant Risk Disclosure Statements made available to you during Account opening progress and/or at the Website, including without limitation the most up-to-date version of the OCC disclosure document on Characteristics and Risks of Standardized Options (the "OCC Document"). If you do not understand or require clarification on any term, condition or risk, you must seek clarification or independent advice before acknowledging to TBSPL that you have read and understood the Risk Disclosure Statements and/or the OCC Document.
9. General Exclusion
9.1. TBSPL shall not be liable to you in any respect for any Loss suffered by you, including any Loss resulting from action, inaction or insolvency by or of any Intermediary, exchange, market or clearing house or the OCC (including in each case, any wrongful or unlawful action or inaction), or howsoever otherwise suffered and/or incurred by you. TBSPL shall only be liable to you if TBSPL has been grossly negligent or engaged in wilful misconduct. Without prejudice to the generality of the foregoing, TBSPL shall not in any event be liable to you for any indirect or consequential Loss (including loss of profit and loss of opportunity) or special, incidental, exemplary, or punitive damages.
10. Your Obligations
10.1. You agree to pay TBSPL when due, charges for commissions at rates established by TBSPL and for related fees and charges as a result of, or related to, the Transactions (such commissions, rates, fees and charges as may be notified to you from time to time), and for other Services offered and accepted in connection therewith.
10.2. You agree to pay promptly on demand any and all sums due to TBSPL and any interest that may be charged on the monies owed.
10.3. You further acknowledge and agree, at any time upon TBSPL's demand, to discharge all obligations to TBSPL or, in the event of a closing of your Eligible Account in whole or in part, to pay to TBSPL any amount owed, if any, including costs, damages, or attorney fees suffered or paid by TBSPL, directly or indirectly, in connection with such amount owed.
10.4. In lieu of requiring the immediate discharge of any of your obligations, TBSPL may, in its discretion, where applicable, demand security for such obligation and, if elected, for all future obligations in which event you will either discharge all existing obligations to TBSPL or furnish security as TBSPL demands, and in that connection, execute and deliver such security agreements, financing statements, and other documents, in forms prescribed or approved by TBSPL as shall be reasonably requested.
11. Risk of Loss and Indemnification
11.1. All Transactions effected for your Eligible Account and all fluctuations in the market prices of the Options Contracts carried in your Eligible Account are at your sole risk. You shall be solely liable under all circumstances for any losses arising from such Transactions. By requesting TBSPL to permit you to trade Options under your Eligible Account, you represent and warrant that you are willing and financially able to sustain any losses resulting therefrom, and your unconditional obligation to pay TBSPL the amount of any such losses.
11.2. None of TBSPL and its Intermediaries shall be responsible for (i) the obligations of the Persons with whom your Transactions are effected; or (ii) any delays in transmission, delivery, or execution of your Orders due to malfunctions of communications facilities or other causes. None of TBSPL and its Intermediaries shall be liable to you for the loss of any margin deposits which is the direct or indirect result of the bankruptcy, insolvency, liquidation, receivership, custodianship, or assignment for the benefit of creditors of any exchange, clearing house, bank, clearing firm, executing broker, or similar entity. You agree to hold harmless and indemnify TBSPL and its Intermediaries and their respective officers, employees, agents or representatives from any Liabilities, cost, or expense (including legal fees and expenses and any fines or penalties imposed by any governmental or regulatory agency, self-regulatory body) which they may incur or be subject to with respect to your Eligible Account or any Transaction or position therein or your obligations hereunder.
11.3. You affirm that you are able to assume the financial risks of Options Contract trading and that Options Contract trading meets your financial objectives. You agree to notify TBSPL if there is any material change in your financial condition or objectives.
11.4. You understand that TBSPL has not undertaken and will not undertake an independent evaluation of whether trading in Options Contracts generally or any specific Transaction in Options Contracts entered into by you is appropriate, and you undertake, represent and warrant to TBSPL that you have made such evaluations independently and TBSPL is relying solely on your representations in this regard.
11.5. You further agree, accept and understand all implications under Applicable Laws as a consequence of trading with TBSPL and on different exchanges. You also consent to and acknowledge that there are exchange rate risks in respect of Transactions denominated in a foreign currency, and you represent and warrant that you are able and willing to take such country and currency risks.
11.6. You may choose to trade Options Contracts denominated in different currencies using the base currency of your Account. If you maintain positions denominated in foreign currencies other than the base currency, TBSPL will calculate Margin Requirements by applying exchange rates specified by TBSPL.
WHERE YOU MAINTAIN MARGIN IN A CURRENCY DIFFERENT FROM THE MARGIN REQUIREMENTS, TBSPL MAY APPLY "HAIRCUTS" (A PERCENTAGE DISCOUNT ON THE FOREIGN CURRENCY EQUITY AMOUNT) TO REFLECT THE POSSIBILITY OF FLUCTUATING EXCHANGE RATES BETWEEN THE BASE CURRENCY AND THE FOREIGN CURRENCY. YOU MUST CLOSELY MONITOR MARGIN REQUIREMENTS AT ALL TIMES, PARTICULARLY FOR POSITIONS DENOMINATED IN FOREIGN CURRENCIES, BECAUSE FLUCTUATIONS IN THE CURRENCY AND THE VALUE OF THE UNDERLYING POSITION CAN CAUSE A MARGIN DEFICIT.
11.7. You acknowledge and agree that in the event that TBSPL is held liable for any payments that may result from any Transactions, or any other shortfall on your Eligible Account, or if TBSPL makes any payment on your behalf (even though it is not obliged to do so, and whether under an agreement between TBSPL and any Intermediary or otherwise in respect of your obligations), you shall be responsible for any such payments and shall hold harmless and indemnify TBSPL for all such costs, losses, or liabilities incurred by TBSPL respectively.
12. Foreign Currency Conversions and Multicurrency Account
12.1. You shall make all deposits to your Eligible Account only in the currencies accepted and permitted by TBSPL. Unless another currency is designated in the confirmation for a Transaction in Options Contracts and permitted by TBSPL, all margin deposits for such Options Contracts and any debit or credit made in the Eligible Account as a result of liquidating such an Options Contract shall be in the contractual currency of the Options Contract. Where moneys are payable in respect of any Transaction in any currency accepted by TBSPL, (i) TBSPL is authorised, in its sole discretion, to carry out any and all foreign exchange transactions at TBSPL's or its agent's prevailing rates to convert the currency to such currency requested by you which TBSPL agrees to accept, for the intention of trading the Options Contracts that are denominated in such currency and to make any necessary withholding deduction as may be required by Applicable Laws; (ii) TBSPL is authorised, in its sole discretion, to carry out any and all foreign exchange transaction at TBSPL's or its agent's prevailing rates to convert one currency to another currency which is acceptable by TBSPL in your Account upon your request for the Transaction for any purposes and TBSPL may retain a fee for such conversion; (iii) any profit or Loss arising as a result of a fluctuation in the exchange rate affecting such currency will be entirely for your 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.
12.2. You agree that TBSPL's obligations to you shall be denominated in (i) a currency, accepted by TBSPL, in which funds are deposited by you or are converted at the request of you, to the extent of such deposits and conversions; or (ii) a currency, agreed upon, in which funds have accrued to you as a result of trading conducted on a designated contract market or registered derivatives transaction execution facility, to the extent of such accruals.
12.3. 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 the country of origin of the currency in order to facilitate your trading in investments denominated in that currency.
12.4. You understand that investments denominated in a foreign currency carry risk based on the fluctuation of such foreign currency's value against the base currency of your Account. TBSPL does not guarantee against this risk or provide any hedging services to prevent this risk from affecting your Account. While the value of your investment(s) may increase, it is possible that the currency's, which such investment is denominated in, value may fall in relation to the base currency of your Account.
SECTION 4 – ADDITIONAL TERMS FOR FUTURES TRADING
TBSPL may, in its discretion and upon your request, permit you to open a Futures Account upon the applicable terms and conditions of this Agreement. Section 1 (General Terms and Conditions) and this Section 4 (Additional Terms for Futures Trading) set out the terms and conditions that apply to your Futures Account, the trading of Futures Contracts thereunder, the Transactions and the Services in connection therewith. In the event of any conflict or inconsistency between Section 1 (General Terms and Conditions) and this Section, this Section shall prevail to the extent of such conflict or inconsistency.
1. Definitions
1.1 In this Section, the following words and expressions shall have the meanings set out hereunder unless the context otherwise requires. Terms used but otherwise not defined have the same meaning in Clause 1.1 of Section 1 (General Terms and Conditions):
"Futures Account" means a segregated account opened at your request and maintained by TBSPL for your benefit, designated as the Futures Account, the purpose of trading in such Futures Contracts as TBSPL may, in its discretion, allow from time to time.
"Futures Contract" has the meaning ascribed to it in Section 2 of the SFA.
"Transaction" means any Transaction in a Futures Contract as may be permitted from time to time by TBSPL to be carried out in your Futures Account.
2. Margins
2.1 You acknowledge and agree that you are responsible for all your Transactions and prior to effecting each Transaction in connection with Futures Contracts, you must have sufficient funds in your Futures Account to meet the Initial Margin Requirement and Maintenance Margin Requirement for that Transaction.
2.2 TBSPL may, at any time, from time to time and in its sole and absolute discretion require you to provide to TBSPL such cash or other property in such form and of such amount, currency denomination, specifications or value as TBSPL may determine in its discretion for the due performance of your obligations under your Transactions and Futures Account, for entry into or maintaining any and all outstanding Transactions or your Futures Account, and/or for the due performance of your other obligations to TBSPL whether hereunder or otherwise.
2.3 TBSPL shall have the right to set and revise Margin Requirements and to limit, without prior notice to you, the number of Futures Contracts which you may maintain or acquire through TBSPL. No previous margin requirements shall establish any precedent and Margin Requirements once established may at the discretion of TBSPL apply to existing positions as well as new positions in the Transactions and Futures Contracts affected by such change.
You further agree and undertake to at all times provide and maintain Collateral and margin for your Futures Account on the conditions and by the date and time stipulated by TBSPL in its discretion at any time from time to time or as may be required by: (i) the Executing Broker, Clearing Firm, applicable exchange rules, the SFA and other Applicable Laws; (ii) TBSPL's internal credit terms and policies and general policies regarding any Margin Requirement in effect from time to time; and as required by TBSPL at its sole and absolute discretion, and you undertake to do so by the date and the time stipulated by TBSPL.
2.4 TBSPL may at any time apply and/or transfer margin received from you to another entity, including an exchange or a clearing house to satisfy any delivery or payment obligations in connection with Futures Contracts entered into for you hereunder or to procure the same.
2.5 TBSPL shall not be liable to you for the loss of any margin deposits which is the direct or indirect result of the failure to perform, bankruptcy, insolvency, liquidation, receivership, or custodianship or assignment for the benefit of creditors of any exchange, clearing house, bank, executing broker, clearing organisation, or similar entity with whom such margins have been onward deposited. Under no circumstance shall TBSPL be liable to you for punitive, exemplary, special, incidental, indirect, or consequential damages.
2.6 All cash margin that you provide to TBSPL are considered your funds which are subjected to the terms and conditions herein relating to your funds.
2.7 You hereby expressly authorise TBSPL at any and all times to take action to transfer and/or sell any of your Assets, or take any other action to reduce the amount owing by you to TBSPL or to ensure that your Margin Requirements are met and satisfied or to otherwise protect TBSPL's interest.
2.8 You shall promptly execute and do all such documents, instruments, assurances, acts and things as necessary or as required by TBSPL for creating, perfecting, and/or protecting the rights of TBSPL to any Collateral, including delivering to TBSPL all security and other documents, in such form or forms acceptable to TBSPL duly executed by you or for you in favour of TBSPL where necessary, having the same duly filed, stamped and registered in accordance with all Applicable Laws.
2.9 You agree that TBSPL may but is not obliged to, without prior notice to you, apply and use any and all cash or other property for the time being deposited with, received by, held by or under the control of TBSPL, as Collateral for the purposes of any Transaction or your Futures Account (including to secure any and all of your obligations to TBSPL) and for the purposes of meeting any Margin Requirements as may be imposed on you from time to time.
2.10 You hereby acknowledge and agree that you shall maintain separate Collateral as margin in respect of each Futures (or Securities, if applicable) Account or Transaction as TBSPL may require, that the Collateral maintained as margin in respect of each Account or Transaction shall be treated as separate for the purposes of this Section, and upon your specific Instructions TBSPL may transfer all or part of such Collateral held by TBSPL for you in respect of any Account or Transaction (as defined in Section 1 (General Terms and Conditions)) to any other Account or Transaction (as defined in Section 1 (General Terms and Conditions)), or to utilise such Collateral for any purpose(s) as required by you.
3. Liquidation of Positions
3.1 If your Futures Account is under-margined or if TBSPL or its Intermediary, in its discretion, determines that it has reasonable doubts with respect to your willingness or ability to fulfil your obligations hereunder (which includes but is not limited to the delivery or exercise of Futures Contracts, your perceived death, disability, insolvency, or TBSPL's inability to communicate at any time with you), TBSPL may in its discretion and without prior notice to you offset any of your open Futures Contracts positions so as to eliminate such margin deficiency or the aforementioned doubts, and you shall remain liable to TBSPL for any loss or amounts owing by you to TBSPL that results therefrom, without regard to (i) whether TBSPL has adhered to margin or other rules of any contract market, or (ii) any other term of this Section. This right to offset includes the right, if deemed appropriate in the exercise of TBSPL's discretion, to buy and/or sell any Futures Contracts or other property, including but not limited to the use of spreads, straddles, and/or off-exchange Transactions, such as an exchange for physical or other cash Transaction, including TBSPL's account, in order to effectuate such liquidation. You agree that a prior demand or call or prior notice of the time and place of such sale or purchase shall not be considered a waiver of TBSPL's right to sell or buy without demand or notices herein provided.
3.2 TBSPL may issue a Margin Call to you by email or any other method, and in such cases you must satisfy such Margin Call immediately within one hour or less. Notwithstanding such Margin Call, you acknowledge that TBSPL, in its discretion may liquidate your positions any time. You understand and accept that any Margin Call given by TBSPL shall not be considered a waiver of TBSPL's rights under Clause 3.1 and you shall remain liable for and shall pay to TBSPL immediately any amount owed to TBSPL in your Futures Account resulting from any Transactions.
3.3 You further acknowledge and agree that if any Maintenance Margin Requirement is increased, by TBSPL or its Executing Broker/Clearing Firm or otherwise, and there is insufficient Collateral in your Futures Account to meet such increased Maintenance Margin Requirement, TBSPL or its Executing Broker/Clearing Firm may liquidate your position in your Futures Account without notice, and shall not be liable to you for any Losses or damages sustained by you in connection with such liquidations, or if the System experiences a delay in effecting, or does not effect, such liquidations, even if you subsequently re-establish your position at a less favourable price.
4. Your Obligations
4.1 You agree to pay TBSPL when due, charges for commissions at rates established by TBSPL and for related fees and charges as a result of, or related to, the Transactions (such commissions, rates, fees and charges as may be notified to you from time to time), and for other Services offered and accepted in connection with the Futures Account.
4.2 You agree to pay promptly on demand any and all sums due to TBSPL for monies owning and any interest that may be charged on the monies owed.
4.3 You further acknowledge and agree, at any time upon TBSPL's demand, to discharge all obligations to TBSPL or, in the event of a closing of any of Futures Account in whole or in part, to pay to TBSPL any amount owed, if any, including costs, damages, or attorney fees suffered or paid by TBSPL, directly or indirectly, in connection with such amount owed.
4.4 In lieu of requiring the immediate discharge of any of your obligation, TBSPL may, in its discretion, where applicable, demand security for such obligation and, if elected, for all future obligations in which event you will either discharge all existing obligations to TBSPL or furnish security as TBSPL demands, and in that connection, execute and deliver such security agreements, financing statements, and other documents, in forms prescribed or approved by TBSPL as shall be reasonably requested.
4.5 You agree to reimburse TBSPL on demand for any cost of collection incurred by TBSPL in collecting any sums owing by you hereunder and any cost incurred by either of them in successfully defending itself against any claims asserted by you, including all legal fees, interest, and expenses.
5. Risk of Loss and Indemnification
5.1 All transactions effected for your Futures Account and all fluctuations in the market prices of the Futures Contracts carried in your Futures Account are at your sole risk. You shall be solely liable under all circumstances for any losses arising from such Transactions. By opening a Futures Account, you represent and warrant that you are willing and financially able to sustain any losses resulting therefrom, and your unconditional obligation to pay TBSPL the amount of any such losses.
5.2 None of TBSPL and its Intermediaries shall be responsible for (i) the obligations of the Persons with whom your Transactions are effected; or (ii) any delays in transmission, delivery, or execution of your Orders due to malfunctions of communications facilities or other causes.
5.3 None of TBSPL and its Intermediaries shall be liable to you for the loss of any margin deposits which is the direct or indirect result of the bankruptcy, insolvency, liquidation, receivership, custodianship, or assignment for the benefit of creditors of any exchange, clearing house, bank, clearing firm, executing broker, or similar entity. You agree to hold harmless and indemnify TBSPL and its Intermediaries and their respective officers, employees, agents or representatives from any Liabilities, cost, or expense (including legal fees and expenses and any fines or penalties imposed by any governmental or regulatory agency, self-regulatory body) which they may incur or be subject to with respect to your Futures Account or any Transaction or position therein or your obligations hereunder.
5.4 You affirm that you are able to assume the financial risks of Futures Contract trading and that Futures Contract trading meets your financial objectives. You agree to notify TBSPL if there is any material change in your financial condition or objectives.
5.5 You understand that TBSPL has not undertaken and will not undertake an independent evaluation of whether trading in Futures Contracts generally or any specific Transaction in Futures Contracts entered into by you is appropriate, and you undertake, represent and warrant to TBSPL that you have made such evaluations independently and TBSPL is relying solely on your representations in this regard.
5.6 You further agree, accept and understand all implications under Applicable Laws (including but not limited to Singapore law as a consequence of trading with TBSPL) and on foreign exchanges (including but not limited to the Hong Kong Futures Exchange). You also consent to and acknowledge that there are exchange rate risks in respect of Transactions denominated in a foreign currency, and you represent and warrant that you are able and willing to take such country and currency risks.
5.7 You acknowledge and agree that in the event that TBSPL is held liable for any payments that may result from any Transactions, or any other shortfall on your Futures Account, or if TBSPL makes any payment on your behalf (even though it is not obliged to do so, and whether under an agreement between TBSPL and any Intermediary or otherwise in respect of your obligations), you will be responsible for any such payments and will hold harmless and indemnify TBSPL for all such costs, losses, or liabilities incurred by TBSPL respectively.
5.8 You may choose to trade Futures Contracts denominated in different currencies from the base currency of your Account. Upon purchase of the Futures Contract denominated in a different currency from the base currency without sufficient funds in such currency of Future Contract purchased, a margin loan will be created to fund the Margin Requirement of the Futures Contract position, secured by the assets in the other currency in your Account. The loan amount will be charged daily interest at rates published on the Website from time to time, which rates of interest, as permitted by Applicable Laws, are subject to change upon notice by publication on the Website. Such interest shall be charged on all amounts owing by you to TBSPL. If you maintain positions denominated in foreign currencies other than the base currency, TBSPL will calculate Margin Requirements by applying exchange rates specified by TBSPL.
TBSPL WILL APPLY "HAIRCUTS" (A PERCENTAGE DISCOUNT ON THE FOREIGN CURRENCY EQUITY AMOUNT) TO REFLECT THE POSSIBILITY OF FLUCTUATING EXCHANGE RATES BETWEEN THE BASE CURRENCY AND THE FOREIGN CURRENCY. YOU MUST CLOSELY MONITOR MARGIN REQUIREMENTS AT ALL TIMES, PARTICULARLY FOR POSITIONS DENOMINATED IN FOREIGN CURRENCIES, BECAUSE FLUCTUATIONS IN THE CURRENCY AND THE VALUE OF THE UNDERLYING POSITION CAN CAUSE A MARGIN DEFICIT.
6. Foreign Currency Conversions and Multicurrency Account
6.1 You shall make all deposits to your Futures Account only in the currencies accepted and permitted by TBSPL. Unless another currency is designated in the confirmation for a Transaction in Futures Contracts and permitted by TBSPL, all margin deposits for such Futures Contract and any debit or credit made in the Futures Account as a result of liquidating such a Futures Contract shall be in the contractual currency of the Futures Contract. Where moneys are payable in respect of any Transaction in any currency accepted by TBSPL, (i) TBSPL is authorised, in its sole discretion, to carry out any and all foreign exchange transaction at TBSPL's or its agent's prevailing rates to convert the currency to such currency requested by you which TBSPL agrees to accept, for intention of trading the Futures Contracts that denominated in such currency and to make any necessary withholding deduction as may be required by Applicable Laws; (ii) TBSPL is authorised, in its sole discretion, to carry out any and all foreign exchange transaction at TBSPL's or its agent's prevailing rates to convert one currency to another currency which are acceptable by TBSPL in your Account upon your request for the transaction for any purposes and TBSPL may retain a fee for such conversion; (iii) any profit or Loss arising as a result of a fluctuation in the exchange rate affecting such currency will be entirely for your 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.
6.2 You agree that TBSPL's obligations to you shall be denominated in (i) a currency, accepted by TBSPL, in which funds are deposited by you or are converted at the request of you, to the extent of such deposits and conversions; or (ii) a currency, agreed upon, in which funds have accrued to you as a result of trading conducted on a designated contract market or registered derivatives transaction execution facility, to the extent of such accruals.
6.3 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 centre country or the country of origin of the currency in order to facilitate your trading in investments denominated in that currency.
6.4 You understand that investments denominated in a foreign currency carry risk based on the fluctuation of such foreign currency's value against the base currency of your Account. TBSPL does not guarantee against this risk or provide any hedging services to prevent this risk from affecting your Account. While the value of your investment(s) may increase, it is possible that the currency's, which such investment is denominated in, value may fall in relation to the base currency of your Account.
You agree to promptly satisfy all Margin Calls and understand and acknowledge that all amounts owing in your Account shall be charged with interest are required by all applicable statutes, rules, regulations, procedures or as deemed necessary by TBSPL or its Intermediaries. You understand that you are liable for payment upon demand of any obligations owed relating to Account and that your Account can and may be liquidated at any time in order to meet Margin Requirements without demand or notice being sent to you. You acknowledge that you have read and agree to be bound by all terms and conditions set forth in the TBSPL Agreements.
SECTION 5 – ADDITIONAL TERMS FOR FUND MALL SERVICES
TBSPL may, in its discretion and upon your request, permit you to open a Fund Mall Account upon the applicable terms and conditions of this Agreement. Section 1 (General Terms and Conditions) and this Section 5 (Additional Terms for Fund Mall Services) set out the terms and conditions that apply to your Fund Mall Account, the trading of CIS Units thereunder, the Transactions and the Services in connection therewith. In the event of any conflict or inconsistency between Section 1 (General Terms and Conditions) and this Section, this Section shall prevail to the extent of such conflict or inconsistency.
1. Definitions
1.1 In this Section, the following words and expressions shall have the meanings set out hereunder unless the context otherwise requires. Terms used but otherwise not defined have the same meaning in Clause 1.1 of Section 1 (General Terms and Conditions):
"Fund Mall Account" means a segregated account opened at your request and maintained by TBSPL for your benefit, designated as the Fund Mall Account, and the purpose of trading in such CIS Units as TBSPL may, in its discretion, allow from time to time.
"Transaction" means any Transaction in a CIS Unit as may be permitted from time to time by TBSPL to be carried out in your Fund Mall Account.
2. Fund Mall Transactions
2.1 You may instruct TBSPL to execute any Transaction by placing an Order with TBSPL. Upon the receipt of an Order to execute a Transaction, TBSPL shall execute the Transaction by placing an order with the relevant Fund Representative, counterparty or exchange (as the case may be). The Order will become irrevocable immediately after TBSPL has executed the Transaction by placing an order with the relevant Fund Representative, counterparty or exchange (as the case may be).
2.2 In the case of an Order for the subscription or purchase of CIS Units (excluding ETFs), TBSPL shall execute the Transaction by placing the Order with the relevant Fund Representative, counterparty or exchange (as the case may be) where the subscription or purchase is settled by electronic means, upon the receipt of the Order and on a cleared-funds basis or, in the sole and absolute discretion of TBSPL, upon the receipt of the Order and this shall not in any way be deemed as TBSPL providing an advance, loan or credit facility to you.
2.3 In any event, TBSPL is entitled to require you to place cash as deposit prior to execution of any Order. TBSPL is entitled at its discretion to determine the amount of deposit payable by you and the time and manner for the placement and nature of such deposit. Nevertheless, where an Order is executed by TBSPL prior to receipt of payment, this shall not in any way be deemed as TBSPL providing an advance, loan or credit facility to you.
2.4 If TBSPL has executed a subscription or purchase Transaction before the actual receipt of the necessary application monies and fees, you shall procure that payment in cleared funds should be received by TBSPL at such time period specified by TBSPL in its sole and absolute discretion from time to time. If payment is not received within the time period specified by TBSPL or where there is confirmation of insufficient funds in your Fund Mall Account, the subscription or purchase may be cancelled forthwith or resold to the Fund Representative, counterparty or exchange (as the case may be) without any liability or responsibility on the part of TBSPL, in which event you shall be responsible for any Loss suffered by TBSPL resulting from your failure to make such payment. TBSPL reserves the right to set off or recover the said Loss by:
2.4.1 deducting the relevant amount from your Fund Mall Account;
2.4.2 selling or redeeming your CIS Units;
2.4.3 deducting the relevant amount from any sale or redemption proceeds and distribution income (including but not limited to dividends and coupon proceeds) from your investments or other Assets; or
2.4.4 requesting you to make payment using other electronic means available.
2.5 You understand that if there is any outstanding payment required for any CIS Units, which you purchase or subscribe to, after the due date of the Transaction (if applicable), TBSPL has the right to force sell any or all of these CIS Units. You shall be responsible for any Loss suffered by TBSPL and TBSPL shall not be liable to you for any Loss suffered by you, including but not limited to a Loss as a result of any fall in the market price of the CIS Units between the time the right to force sell arose and the time TBSPL actually sold the CIS Units.
2.6 Orders placed by you with TBSPL may be aggregated and consolidated either daily or from time to time by TBSPL together with orders placed by TBSPL's other customers or any other person whom TBSPL deems fit, for the purposes of placement of the orders by TBSPL with the relevant Fund Representative, counterparty or exchange (as the case may be).
2.7 Orders (and monies in the case of a cash purchase or subscription) received by TBSPL on any Business Day before the relevant cut-off time (as may be specified by TBSPL in its sole and absolute discretion) shall be consolidated with other orders (if any) for placement with the relevant Fund Representative, counterparty or exchange (as the case may be) on the same Business Day. Orders (and monies in the case of a cash purchase or subscription) received after the specified cut-off time shall be deemed to be an Order received by TBSPL on the next Business Day and shall only be placed with the relevant Fund Representative, counterparty or exchange (as the case may be) on the next Business Day.
2.8 Where TBSPL has placed a consolidated order for the purchase or subscription of CIS Units or for the switching of Units with the relevant Fund Representative, the Fund Representative will (subject to the Fund Representative's right to refuse or reject any such order pursuant to the trust deed and/or prospectus of the relevant CIS Unit) issue the relevant CIS Units to and register the CIS Units in the name of the Custodian or your name (whichever is applicable). The CIS Units so issued will be allotted or allocated among you and the other relevant customers of TBSPL in any order or manner as TBSPL may in its sole and absolute discretion determine. In respect of CIS Units purchased using cash, dividends declared by any CIS shall either be paid out to you, subject to a minimum threshold as determined by TBSPL, or automatically reinvested in the CIS through the purchase or subscription by TBSPL of additional CIS Units, where applicable, in the relevant CIS, on your behalf. Where the minimum threshold is not met, TBSPL shall have the right to park the said dividends in the Fund Mall Account. In the event that all CIS Units in a CIS are fully sold or redeemed, if dividends are declared thereafter and are reinvested in the CIS, TBSPL will subsequently have the right to sell or redeem such CIS Units and park the sale or redemption proceeds into the Fund Mall Account.
2.9 Where you make an Order for the switching between the relevant CIS Units, TBSPL will subscribe for, and/or purchase, the CIS Units required by you upon the fulfilment of certain conditions as prescribed by TBSPL and in any event, TBSPL shall not be deemed as providing an advance, loan or credit facility to you. TBSPL is not obliged to inform you of the costs and/or disadvantages that may arise from any switch transactions.
2.10 You acknowledge and agree that any Fund Representative, counterparty or exchange or Fund (as the case may be) which receives the order from TBSPL is not obliged to accept the order in part or whole. TBSPL shall not be liable or responsible for any action or rejection on the part of any Fund Representative, counterparty or exchange or Fund (as the case may be) in respect of any order. TBSPL or the Custodian shall have no responsibility or liability for ensuring that the relevant Fund Representative, counterparty or exchange or Fund (as the case may be) allots the CIS Units or for any Losses (including any loss of investment opportunity) which you may suffer or incur as a result of any refusal to accept or delay in accepting such order by the Fund Representative, counterparty or exchange or Fund (as the case may be) (including but not limited to delays due to a Fund holiday).
2.11 You acknowledge and agree that the issue price and redemption or realisation price are determined by the Fund Representative, counterparty or exchange (as the case may be) in accordance with the constitutional document of the Fund or prescribed procedures on any Business Day. Accordingly, any price or value quoted by TBSPL to you in respect of any CIS Units is not conclusive and is indicative only. You acknowledge and agree that in placing your Order, you are not relying on any such information provided to you by TBSPL, and that the applicable issue price or redemption price in relation to your Order may be different from the indicated or quoted prices.
2.12 Any cancellation of any Order by you for the purchase or subscription of CIS Units (save for restricted Funds where cancellations are not allowed) shall be notified in writing to TBSPL within seven (7) calendar days (or such other period as may be prescribed by the relevant authority) of the original purchase or subscription Order. All such cancellations shall be subject to Applicable Laws and the terms and conditions of the relevant Fund Representative, counterparty or exchange or Fund (as the case may be). You shall be liable for any and all costs and expenses incurred by TBSPL and/or the Custodian or which may be imposed by the relevant Fund Representative, counterparty or exchange or Fund (as the case may be) or investment product (whichever is applicable) in relation to any cancellation of CIS Units. You hereby authorise TBSPL to deduct all such costs and expenses from such cancellation as may be permitted under Applicable Laws.
2.13 If TBSPL determines in its sole and absolute discretion that there is a dispute about an Order, TBSPL may take any action which it considers necessary to close any open position that is the subject of the dispute, without any prior notice to you.
2.14 You acknowledge that you are aware of the arrangements in relation to claiming and receiving dividends and other entitlements accruing to you. The declaration of dividend distribution is at the sole discretion of the Fund Representative, counterparty or exchange (as the case may be) and is not guaranteed.
2.15 You agree and acknowledge that you are responsible for fully understanding and complying with the rules and regulations of each exchange or market on which a CIS Unit is entered into by or through TBSPL as well as those of any relevant clearing house. A breach of any such rules or regulations may result in disciplinary action or civil liabilities against you. Without limitation to the foregoing, you understand and acknowledge you are prohibited from executing certain transactions on exchanges, including wash trades and pre-arranged trades.
2.16 CIS Units purchased or subscribed through TBSPL must be sold through TBSPL. Failure to do so may incur additional transfer fees for you. All CIS Units purchased or subscribed through TBSPL will be held in the name of the Custodian.
2.17 You may instruct TBSPL to transfer your CIS Units to your account opened with the CDP or to any other account maintained by you with another custodian or depository in any jurisdiction, subject to any of TBSPL's rights relating to the relevant CIS Units. You shall pay such fees or charges in connection with such transfer as may be prescribed by TBSPL from time to time and all expenses incurred in connection with such transfer. You acknowledge that fees, charges or expenses may also be payable to the CDP or any other relevant custodian or depository.
3. Fund Mall Account
3.1 Your investments under this Section shall be transacted through a Fund Mall Account.
3.2 Unless otherwise instructed by you, TBSPL has the discretion to use the Fund Mall Account to:
3.2.1 park the sale or redemption proceeds and distribution income (including but is not limited to dividends and coupon proceeds) from your investments;
3.2.2 pay the Loss stated in Clause 2.4 and any other fees and charges imposed by TBSPL from time to time with the available funds in the Fund Mall Account; and
3.2.3 park any other of your monies.
3.3 Where there are insufficient monies in the Fund Mall Account to make the required payments in Clause 3.2.2, TBSPL shall sell or redeem from any of the CIS Units you have invested to pay the outstanding amount.
4. Representations and Warranties
4.1 In addition to the representations and warranties made in Clause 35 of Section 1 (General Terms and Conditions), you hereby represent and warrant and covenant and agree with TBSPL that:
4.1.1 you have read or will obtain from either TBSPL or the Fund Representative, counterparty or exchange (as the case may be), the most up-to-date versions of the offering documents or any materials supplied by the relevant Fund Representative, counterparty or exchange (as the case may be) that might exist on the date of the Transaction and the date of the Order given by you to TBSPL prior to placing any Order with TBSPL to subscribe for, and/or purchase, the CIS Units;
4.1.2 any dealings or investments in the Fund Mall Account relating to any CIS Unit is solely and exclusively made by you, based on your own judgment and after your own independent appraisal and investigation into the risks associated with such dealings or investments;
4.1.3 in the case that you apply for, or are otherwise interested in investing in any Restricted Scheme:
4.1.3.1 you are a "relevant person" in accordance with section 305 of the SFA (as the same may be amended or modified from time to time);
4.1.3.2 you are not prohibited from acquiring such CIS Units by reason of your domicile, nationality or other standing; and
4.1.3.3 you have consulted or otherwise have been advised by a financial or legal adviser on the terms and risks which may be applicable to the Restricted Schemes.
5. Risk of Loss and Indemnification
5.1 All transactions effected for your Fund Mall Account and all fluctuations in the market prices of the CIS Units carried in your Fund Mall Account are at your sole risk. You shall be solely liable under all circumstances for any and all losses arising from such Transactions. By opening a Fund Mall Account, you represent and warrant that you are willing and financially able to sustain any losses resulting therefrom, and your unconditional obligation to pay TBSPL the amount of any such losses.
5.2 Neither TBSPL nor any of its Intermediaries are responsible for the obligations of the Persons with whom your Transactions are effected, nor are any of them responsible for any delays in transmission, delivery, or execution of your Orders due to malfunctions of communications facilities or other causes.
5.3 Neither TBSPL nor any of its Intermediaries shall be liable to you for the loss of any margin deposits which is the direct or indirect result of the bankruptcy, insolvency, liquidation, receivership, custodianship, or assignment for the benefit of creditors of any exchange, clearing house, bank, clearing firm, executing broker, or similar entity. You agree to hold harmless and indemnify TBSPL and its Intermediaries or their respective officers, employees, agents or representatives from any Liabilities, cost, or expense (including legal fees and expenses and any fines or penalties imposed by any governmental or regulatory agency, self-regulatory body) which they may incur or be subject to with respect to your Fund Mall Account or any Transaction or position therein or your obligations hereunder.
5.4 You affirm that you are able to assume the financial risks of CIS Units trading and that CIS Units trading meets your financial objectives. You agree to notify TBSPL if there is any material change in your financial condition or objectives.
5.5 You understand that TBSPL has not undertaken and will not undertake an independent evaluation of whether trading in CIS Units generally or any specific Transaction in CIS Units entered into by you is appropriate, and you undertake, represent and warrant to TBSPL that you have made such evaluations independently and TBSPL is relying solely on your representations in this regard.
5.6 You further agree, accept and understand all implications under Applicable Laws (including but not limited to Singapore law as a consequence of trading with TBSPL and on foreign exchanges. You also consent to and acknowledge that there are exchange rate risks in respect of Transactions denominated in a foreign currency, and you represent and warrant that you are able and willing to take such country and currency risks.
5.7 You may choose to trade Transactions denominated in different currencies from the base currency of your Account. If you maintain positions denominated in foreign currencies other than the base currency, TBSPL will calculate Margin Requirements by applying exchange rates specified by TBSPL.
WHERE YOU MAINTAIN MARGIN IN A CURRENCY DIFFERENT FROM THE MARGIN REQUIREMENTS, TBSPL MAY APPLY "HAIRCUTS" (A PERCENTAGE DISCOUNT ON THE FOREIGN CURRENCY EQUITY AMOUNT) TO REFLECT THE POSSIBILITY OF FLUCTUATING EXCHANGE RATES BETWEEN THE BASE CURRENCY AND THE FOREIGN CURRENCY. YOU MUST CLOSELY MONITOR MARGIN REQUIREMENTS AT ALL TIMES, PARTICULARLY FOR POSITIONS DENOMINATED IN FOREIGN CURRENCIES, BECAUSE FLUCTUATIONS IN THE CURRENCY AND THE VALUE OF THE UNDERLYING POSITION CAN CAUSE A MARGIN DEFICIT.
5.8 You acknowledge and agree that in the event that TBSPL is held liable for any payments that may result from any Transactions or any other shortfall in your Fund Mall Account, or if TBSPL makes any payment on your behalf (even though it is not obliged to do so, and whether under an agreement between TBSPL and any Intermediary or otherwise in respect of your obligations), you will be responsible for any such payments and will hold harmless and indemnify TBSPL for all such costs, losses, or liabilities incurred by TBSPL respectively.
5.9 TBSPL shall bear no liability or responsibility whatsoever to you for any error, misstatement or omission in any prospectus, offering document, report or any other material prepared by or issued by any Fund Representative, counterparty or exchange (as the case may be), or wilful action or omission, default, fraud or negligence by the Fund Representative, counterparty or exchange (as the case may be). TBSPL undertakes no liability with regards to the performance of the obligations represented by the Fund Representative, counterparty or exchange (as the case may be). You acknowledge that TBSPL is assisting you to purchase the CIS Units from such Fund Representative, counterparty or exchange (as the case may be) and TBSPL does not act as agent on behalf of the Fund Representative, counterparty or exchange (as the case may be).
5.10 If you sell or redeem the CIS Units before the maturity date (if applicable), you may not receive the benefit of the capital protection, the capital guarantee or the additional minimum return (if applicable).
5.11 In addition to the above, your acknowledgement and acceptance of the Risk Disclosure Statement shall be a condition precedent to TBSPL's performance of its obligations in relation to your Account.
SECTION 6 – ADDITIONAL TERMS FOR FRACTIONAL SHARES TRADING
TBSPL may, in its discretion and upon your request, permit you to trade fractional shares under your Eligible Account upon the applicable terms and conditions of this Agreement. This Section 6 (Additional Terms for Fractional Shares Trading) sets out the additional terms and conditions that apply to the trading of fractional shares in your Eligible Account, the Transactions and the Services in connection therewith. In the event of any conflict or inconsistency between Section 1 (General Terms and Conditions) and this Section, this Section shall prevail to the extent of such conflict or inconsistency.
1. Definitions
1.1. In this Section, the following words and expressions shall have the meanings set out hereunder unless the context otherwise requires. Terms used but otherwise not defined have the same meaning in Clause 1.1 of Section 1 (General Terms and Conditions):
"Eligible Account" means your Cash Account or Margin Account (as the case may be).
"Transaction" means any Transaction in a fractional share as may be permitted from time to time by TBSPL to be carried out in your Eligible Account.
2. Fractional Shares Trading Services
2.1. TBSPL may, in respect of certain shares in certain markets, at its discretion accept and execute Orders for Transactions to buy or sell a fraction of such shares. The shares for which TBSPL will provide the fractional shares trading services will be determined by TBSPL at its discretion.
2.2. You will not be able to transfer any fractional shares that are held in your Eligible Account with us to another account you hold with any other custodian or bank. In the event you decide to close your Eligible Account with TBSPL, your fractional shares will have to be sold through TBSPL.
2.3. You will be entitled to receive dividends in relation to any fractional shares held in your Eligible Account with us.
2.4. Notwithstanding Clause 28 of Section 1 (General Terms and Conditions) or any other clause in Section 1, in relation to any fractional shares held in your Eligible Account with us, you will not be entitled to exercise any rights or powers (e.g. voting rights or election rights in relation to corporate actions) arising from ownership of the fractional shares, and you will not receive any notices or communications or any shareholder documentation of any nature, in relation to such fractional shares.
3. Execution of Orders for Fractional Shares
3.1. Although the shares for which TBSPL will provide the fractional shares trading services may be listed or primarily traded on a particular exchange or marketplace, TBSPL will not route such an Order for fractional shares for execution on the exchange or marketplace where the shares are listed or primarily traded. Instead, TBSPL will place the Order with an Executing Broker who will arrange for execution of the Order in another marketplace or in an over-the-counter transaction (and the seller or buyer of the fractional shares may be an affiliate of the Executing Broker or the Executing Broker itself.
3.2. The prices that are displayed in respect of shares in the Electronic Trading System are for whole shares and not fractional shares. You acknowledge that the market for fractional shares is significantly less liquid than the market for whole shares, and the price at which an Order for fractional shares is executed may be materially different from the prevailing prices for the shares that are displayed on the Electronic Trading Service.
3.3. Where you place an Order for a quantity of shares that includes at least one whole share and a fractional share, you will be deemed to have placed an Order for the whole share(s) and a separate Order for the fractional shares. You acknowledge that the two Orders may be executed separately (at a different time and at different prices) or one may be executed while the other is not.
3.4. The types of Orders that TBSPL will accept, and the trading hours in which such Orders may be placed or executed, in respect of fractional shares may be different from Orders in respect of whole shares.
4. Custody of Fractional Shares
You acknowledge and agree that any fractional shares that are purchased through TBSPL will be held by us in your Eligible Account as custodian through a sub-custodian or nominee in accordance with Clause 8 of Section 1 (General Terms and Conditions).
SECTION 7A – ADDITIONAL TERMS FOR SECURITIES BORROWING AND LENDING
TBSPL may, in its discretion and upon your request, permit you to enter into Securities borrowing and lending arrangements with TBSPL under your Margin Account upon the applicable terms and conditions of this Agreement. This Section 7A (Additional Terms for Securities Borrowing and Lending) sets out the additional terms and conditions that apply to such Securities borrowing and lending arrangements entered into between TBSPL and you (both acting as principal) under your Margin Account, the Borrowing Transactions, the Lending Transactions and the Services in connection therewith ("SBL Terms"). In the event of any conflict or inconsistency between Section 1 (General Terms and Conditions), this Section and/or any other section of this Agreement, this Section shall prevail with respect to such borrowing and lending arrangements to the extent of such conflict or inconsistency.
The SBL Terms, all Borrowing Transactions (defined below) and Lending Transactions (defined below) shall constitute a single agreement in relation to the Securities borrowing and lending arrangements.
1. Definitions
In this Section, the following words and expressions shall have the meanings set out hereunder unless the context otherwise requires. Terms used but otherwise not defined have the same meaning in Clause 1.1 of Section 1 (General Terms and Conditions):
"Collateral" means all cash or other financial products that TBSPL notifies you as being acceptable to TBSPL as collateral.
"Borrowed Securities" shall have the meaning ascribed to it in Clause 4.1 of these SBL Terms.
"Borrowing Transaction" shall have the meaning ascribed to it in Clause 4.1 of these SBL Terms.
"Equivalent Collateral" means Securities or other property of an identical type, nominal value, description and amount to the Collateral so provided. If and to the extent that such Collateral consists of Securities that are partly paid or have been converted, subdivided, consolidated, made the subject of a takeover, rights of pre-emption, rights to receive securities or a certificate which may at a future date be exchanged for Securities, the expression shall include such Securities or other assets to which TBSPL or you (as the case may be) are entitled following the occurrence of the relevant event, and provided that TBSPL or you have paid to the other party all and any sums due in respect thereof. In the event that such Collateral has been redeemed, are partly paid, are the subject of a capitalisation issue or are subject to an event similar to any of the foregoing events described in this paragraph, the expression shall have the following meanings:
(i) in the case of redemption, a sum of money equivalent to the proceeds of the redemption;
(ii) in the case of a call on partly-paid Securities, Securities equivalent to the relevant Collateral, provided that the borrowing party shall have paid to the lending party an amount of money equal to the sum due in respect of the call;
(iii) in the case of a capitalisation issue, Securities equivalent to the relevant Collateral together with the securities allotted by way of bonus thereon;
(iv) in the case of any event similar to any of the foregoing events described in this paragraph, Securities equivalent to the Collateral, together with or replaced by a sum of money or Securities or other property to that received in respect of such Collateral resulting from such event;
"Equivalent Securities" means Securities of an identical type, nominal value, description and amount to the Loaned Securities or Borrowed Securities (as the case may be). If and to the extent that such Loaned Securities or Borrowed Securities (as the case may be) consists of Securities that are partly paid or have been converted, subdivided, consolidated, made the subject of a takeover, rights of pre-emption, rights to receive securities or a certificate which may at a future date be exchanged for Securities, the expression shall include such Securities or other assets to which TBSPL or you (as the case may be) are entitled following the occurrence of the relevant event, and provided that TBSPL or you have paid to the other party all and any sums due in respect thereof. In the event that such Collateral has been redeemed, are partly paid, are the subject of a capitalisation issue or are subject to an event similar to any of the foregoing events described in this paragraph, the expression shall have the following meanings:
(i) in the case of redemption, a sum of money equivalent to the proceeds of the redemption;
(ii) in the case of a call on partly-paid Securities, Securities equivalent to the relevant Loaned Securities or Borrowed Securities (as the case may be), provided that the borrowing party shall have paid to the lending party an amount of money equal to the sum due in respect of the call;
(iii) in the case of a capitalisation issue, Securities equivalent to the relevant Loaned Securities or Borrowed Securities (as the case may be) together with the securities allotted by way of bonus thereon;
(iv) in the case of any event similar to any of the foregoing events described in this paragraph, Securities equivalent to the Loaned Securities or Borrowed Securities (as the case may be), together with or replaced by a sum of money or Securities or other property to that received in respect of such Loaned Securities or Borrowed Securities (as the case may be) resulting from such event.
"Lending Transaction" shall have the meaning ascribed to it in Clause 5.1 of these SBL Terms.
"Loaned Securities" shall have the meaning ascribed to it in Clause 5.1 of these SBL Terms.
"Securities" means securities, securities-based derivatives contracts that are not futures contracts or units in a collective investment scheme, each as defined in the SFA.
2. Duration
2.1. The agreement under the SBL Terms commences on the date it is executed and continues until terminated under Clause 12 or an Event of Default occurs under Clause 13.
3. Account for Borrowing Transactions and Lending Transactions
3.1. You agree that for the purposes of these SBL Terms, all Securities (whether Borrowed Securities or Loaned Securities), Equivalent Securities, Collateral, or Equivalent Collateral, shall be credited into or debited from the client's existing Account opened and maintained on the books of TBSPL. You will be required to open an Account before entering into any transactions under this Agreement.
4. Securities Borrowing
4.1. Upon your request, TBSPL may, subject to TBSPL's approval, conclude Securities borrowing transactions (each a "Borrowing Transaction") with you on the basis of these SBL Terms. Under a Borrowing Transaction, TBSPL borrows Securities (the "Borrowed Securities") from you for a determined period of time as agreed between the parties.
4.2. For the avoidance of doubt, nothing in these SBL Terms shall create an obligation on TBSPL to borrow Securities from you.
5. Securities Lending
5.1. TBSPL may, subject to TBSPL's approval, conclude Securities lending transactions (each a "Lending Transaction") with you on the basis of these SBL Terms. Under a Lending Transaction, TBSPL lends Securities (the "Loaned Securities") to you for a determined period of time as agreed between the parties.
5.2. You agree that TBSPL may, but shall not be obliged to (acting as lender for its own account and as borrower on behalf of you), enter into Lending Transactions if, but not limited to the case where, in providing services in dealing in capital markets products to you, TBSPL is obliged to deliver Securities on behalf of you in accordance with the rules of any exchange or any over-the-counter contract and the balance of such Securities on any Account opened for you is not sufficient for TBSPL to fulfil its obligations.
5.3. For the avoidance of doubt, nothing in these SBL Terms shall create an obligation on TBSPL to lend Securities to you. In particular, TBSPL may at its sole discretion, but is under no obligation to, lend Securities to you in order for you (or for TBSPL acting on your behalf) to settle your open short positions.
6. Title Transfer of Securities and Collateral
6.1. Notwithstanding the use of the terms 'loan', 'lending' or 'borrowing', any delivery of Securities (whether Borrowed Securities or Loaned Securities), Equivalent Securities, Collateral, or Equivalent Collateral by a party to the other pursuant to this Agreement shall constitute a transfer to such other party of the full and unrestricted title to such Securities or Collateral, or, if customary in the place where delivery is to be effected, of a legal position which is the functional equivalent of such title (including, in each case, an unrestricted right during the term of such Borrowing Transaction or Lending Transaction to on-lend or dispose of such Securities or Collateral (which are in the form of Securities). The party acquiring title to the Securities or Collateral shall have no obligation to return or deliver any of the assets so acquired but, in so far as any Securities are borrowed by or any Collateral is delivered to such party, the party is obliged (subject to the terms of this Agreement) to deliver Equivalent Securities or Equivalent Collateral as appropriate.
6.2. The transferor shall execute and deliver all necessary documents and give all necessary instructions reasonably required to procure that all rights, title and interest in the Securities, Equivalent Securities, Collateral, or Equivalent Collateral shall pass from one party to the other subject to the terms and conditions set out in this Agreement, on delivery of the same in accordance with this Agreement with full title guarantee, fee from all liens, charges and encumbrances. If the Securities, Equivalent Securities, Collateral, or Equivalent Collateral which are to be transferred are to be or may be registered, the transferee may dispose of the same received before the transfer is entered into the relevant register. However, if the entry depends upon a circumstance beyond the transferor's reasonable control, the transferor does not warrant that such entry will be effected.
6.3. You hereby undertake to procure that all reasonable instructions received from TBSPL in respect of conversions, subdivisions, consolidations, redemptions, takeovers, pre-emptions, options (including an option to take distribution in the form of Securities or a certificate which may at a future date be exchanged to Securities) or other rights, are complied with in respect of the Loaned Securities of a Lending Transaction (or the Equivalent Securities in respect thereof), as well as the Collateral provided by TBSPL (if any) in respect of a Borrowing Transaction (or the Equivalent Collateral in respect thereof).
6.4. You hereby undertake to arrange for any voting rights attached to any Loaned Securities of a Lending Transaction (or the equivalent Securities in respect thereof, as well as the Collateral provided by TBSPL (if any) in respect of a Borrowing Transaction (or the equivalent Collateral in respect thereof) to be exercised in accordance with the instructions of TBSPL.
6.5. You hereby authorise TBSPL to administer and utilise any cash, Securities and other assets held by TBSPL on behalf of the Client for any purpose that it would be permitted under applicable laws or regulations (including the SFA) to utilise such cash, Securities and other Assets in your Account, including (without limitation) for the purposes of lending Securities to you.
7. Collateral
7.1. Where TBSPL enters into a Lending Transaction with you, you undertake to transfer to TBSPL (or in accordance with TBSPL's instructions) Collateral (the market value of which shall be at least equivalent to the market value of the Loaned Securities or any higher amount as may be prescribed by TBSPL in its sole discretion (the "Lending Margin Threshold")) no later than the delivery of the Loaned Securities to which the Lending Transaction relates in accordance with these SBL Terms.
7.2. Where TBSPL enters into a Borrowing Transaction with you, TBSPL shall provide Collateral to you (the market value of which shall be equivalent to the market value of the Borrowed Securities or such lower amount as may be prescribed by TBSPL and permitted by applicable law ("Borrowing Margin Threshold")) no later than the delivery of the Borrowed Securities to which the Borrowing Transaction relates in accordance with this Agreement.
7.3. All Collateral provided for the purposes of Clause 7.2 shall be credited into an Account. You agree that you shall not withdraw any Collateral from your Account until and unless:
(a) an Event of Default has occurred with respect to TBSPL; or
(b) these SBL Terms are terminated under Clause 12.
7.4. Collateral for the purposes of this clause shall be in such form as may be prescribed by and acceptable to TBSPL in its sole and absolute discretion (subject to requirements of applicable law).
7.5. The market value of the Borrowed Securities or Loaned Securities during the duration of any Borrowing Transaction or Lending Transaction shall be determined by TBSPL in its sole and absolute discretion on a daily basis for the purposes of determining the Borrowing Margin Threshold or Lending Margin Threshold (as the case may be), and in calculating the market value of the Securities, TBSPL may take into consideration any information or market data as it shall reasonably deem to be relevant.
7.6. The market value of Collateral to be transferred to, or (if required) provided by, TBSPL during the duration of any Borrowing Transaction or Lending Transaction shall be determined by TBSPL in its sole and absolute discretion on a daily basis, and in calculating the market value of the Collateral, TBSPL may take into consideration any information or market data as it shall reasonably deem to be relevant. If at any time on any Business Day, the market value of the Collateral transfer to, or (if required) provided by, TBSPL in respect of any Borrowing Transaction or Lending Transaction is less than the Borrowing Margin Threshold or Lending Margin Threshold (as the case may be), TBSPL or you, as the case may be, shall provide further Collateral without demand to the other party to eliminate the deficiency.
7.7. On the date and time that Equivalent Securities are redelivered by the borrowing party on the termination of a Borrowing Transaction or Lending Transaction, the lending party shall simultaneously redeliver to the borrowing party any Collateral pursuant to such Borrowing Transaction or Lending Transaction. For the avoidance of doubt any reference in this Agreement or in any other agreement or communication between the parties (however expressed) to an obligation to redeliver or account for or act in relation to Collateral shall accordingly be construed as a reference to an obligation to redeliver or account for or act in relation to Equivalent Collateral.
7.8. TBSPL may from time to time call for the repayment of Collateral in the form of cash or the delivery of Collateral equivalent to any Collateral delivered by TBSPL to you prior to the Redelivery Date, provided that at or prior to the time of such repayment or redelivery, TBSPL shall have delivered alternative Collateral having a market value (as determined by TBSPL in its sole and absolute discretion) equal to such Collateral repaid or redelivered pursuant to this Clause 7.8.
8. Distributions, Bonus Shares and Subscription Rights in relation to TBSPL
8.1. TBSPL shall be entitled to the interest earnings, profit shares and other distributions paid on the Loaned Securities during the term of a Lending Transaction and on the Collateral (if any) provided by TBSPL (in the form of Securities) during the term of a Borrowing Transaction. You shall pay the equivalent with value date the day of the actual payment by the issuer, plus the amount of any Tax retained, as well as any Tax credits ("TB Compensation Payment") to TBSPL.
8.2. In the case of bonds, the TB Compensation Payment shall encompass all interest paid on those bonds. In the case of shares, the TB Compensation Payment shall encompass all distributions such as dividends or payments in case of reductions of share capital. The amount of TB Compensation Payment covering Tax shall only be paid to the extent that any of TBSPL's Tax reimbursement or set-off claims have been notified to you.
8.3. Bonus shares, and any fractional rights, which have been issued with regard to Loaned Securities during the term of a Lending Transaction or Collateral provided by TBSPL (in the form of Securities) during the term of a Borrowing Transaction, shall form part of the respective Lending Transaction or Borrowing Transaction (as the case may be) and shall be delivered by you to TBSPL on the Redelivery Date.
8.4. In the event that subscription rights are attached to the Loaned Securities or the Collateral provided by TBSPL (in the form of Securities), you shall deliver such subscription rights to TBSPL at the latest on the fourth day on which such subscription rights are traded. If the subscription rights are not delivered by this date, TBSPL shall be entitled to purchase the subscription rights for your Account on the following Business Day or to demand the payment of damages for non-performance.
9. Distributions, Bonus Shares and Subscription Rights in relation to you
9.1. You shall be entitled to the interest earnings, profit shares and other distributions paid on the Borrowed Securities during the term of a Borrowing Transaction and on the Collateral provided by you (in the form of Securities) during the term of a Lending Transaction. TBSPL shall pay the equivalent with value date the day of the actual payment by the issuer, plus the amount of any Tax retained, as well as any Tax credits ("Customer Compensation Payment") to you.
9.2. In the case of bonds, the Customer Compensation Payment shall encompass all interest paid on those bonds. In the case of shares, the Customer Compensation Payment shall encompass all distributions such as dividends or payments in case of reductions of share capital. The amount of the Customer Compensation Payment covering Tax shall only be paid to the extent that your Tax reimbursement or set-off claims have been notified to TBSPL.
9.3. Bonus shares, and any fractional rights, which have been issued with regard to Borrowed Securities during the term of a Borrowing Transaction or Collateral provided by you (in the form of Securities) during the term of a Lending Transaction, shall form part of the respective Borrowing Transaction or Lending Transaction (as the case may be) and shall be delivered by TBSPL to you on the Redelivery Date.
9.4. In the event that subscription rights are attached to the Borrowed Securities or the Collateral provided by you (in the form of Securities), TBSPL shall deliver such subscription rights to the Client at the latest on the fourth (4th) day on which such subscription rights are traded.
9.5. Notwithstanding anything in this Clause 9, TBSPL shall have no obligation to pay or deliver any interests earnings, profit shares or other distributions or to fulfil any of its obligations under this Clause 9 where you are in default under this Agreement, or under any other agreement or transaction entered into between the Parties.
10. Termination of Borrowing Transactions and Lending Transactions
10.1. A Borrowing Transaction or a Lending Transaction will be terminated at the end of the time period agreed between the Parties. TBSPL may however at any time terminate any Borrowing Transaction or Lending Transaction with immediate effect by giving notice to you. Upon termination, the lender shall redeliver to the borrower Equivalent Securities, and the borrower shall deliver to the lender Equivalent Collateral (if applicable).
10.2. You may, subject to TBSPL's written approval, terminate any Lending Transaction for which no end date or recall notice period has been agreed at any time by redelivery of the Loaned Securities.
10.3. In the event of the occurrence of a corporate event of the issuer of Securities borrowed under this Agreement - i.e., determination of the holder of such Securities for the purpose of entitlement to dividends, stock dividend, bonus shares, conversion Securities or voting rights, whether or not by way of a record date, termination as set out in Clause 10.1 or 10.2 above or redelivery as set out in Clause 11.1 below may only be effected two (2) full trading days (on the relevant market) before the last moment that the relevant Securities can be traded on the relevant market without that corporate event occurring. For the avoidance of doubt, this Clause 10.3 is intended to protect TBSPL against having an unexpected open position in its books during a corporate event. Termination as set out in Clause 10.1 or 10.2 above or redelivery as set out in Clause 11.1 below with a non-standard settlement period can put Tiger Brokers in such position.
11. Redelivery
11.1. TBSPL shall redeliver to you (in the case of a Borrowing Transaction) and you shall redeliver to TBSPL (in the case of a Lending Transaction) Equivalent Securities on the following dates (the "Redelivery Date"):
11.1.1. as long as this Agreement, the relevant Borrowing Transaction or the relevant Lending Transaction has not been terminated, on the date of redelivery as agreed in the relevant Borrowing Transaction or the Lending Transaction; or
11.1.2. if this Agreement, the relevant Borrowing Transaction or the relevant Lending Transaction has been terminated, on the day on which the standard settlement period, starting at the day of termination of this Agreement, a Borrowing Transaction or a Lending Transaction, for the Securities on the Exchange where the Borrowed Securities or the Loaned Securities were originally delivered, ends or as agreed between the Parties.
11.2. In the event of exchange offers, settlement offers or other published purchase offers or redemption, the Borrowed Securities, the Loaned Securities or Equivalent Securities shall be redelivered upon notice by TBSPL of not less than the standard settlement period for such Securities on the Exchange where the Borrowed Securities or the Loaned Securities were originally delivered or as agreed between the Client and Tiger Brokers. The same shall apply to interest-bearing Securities which are divided into series or groups for the purpose of drawings or which are terminated early for redemption.
11.3. TBSPL shall have no obligation to deliver or redeliver the Loaned Securities, the Borrowed Securities or Equivalent Securities where you are in default under this Agreement, or under any other agreement or transaction entered into between the Parties.
12. Termination
12.1. Upon any termination pursuant to Clause 36 of Section 1 (General Terms and Conditions), the Parties' payment and delivery obligations (and any other obligations) under these SBL Terms shall be accelerated to require performance at such termination date ("Termination Date") so that performance of such delivery and payment obligations shall be effected only in accordance with this clause. TBSPL will determine the market value of the Equivalent Securities and Equivalent Collateral to be delivered and any other amounts (including interest accrued) to be paid by each Party. The sums due from TBSPL to you and vice versa will be netted and only the balance of the account shall be payable (the "Termination Amount"). The Termination Amount shall be payable on the next following Business Day. For the purposes of this clause, TBSPL can effect the conversion of any sum into any other currency at the prevailing spot rate (as determined by Tiger Brokers in its discretion).
13. Event of Default
13.1. In addition to the Events of Default in Clause 29 of Section 1 (General Terms and Conditions), the following event is also an Event of Default with respect to you:
13.2. A failure by you to deliver the Borrowed Securities on the date agreed between the parties, or to redeliver the Loaned Securities or Equivalent Securities on the Redelivery Date.
13.3. In addition to the Events of Default in Clause 29 of Section 1 (General Terms and Conditions), the following event is also an Event of Default with respect to both Parties.
13.4. If a party does not perform any provision of this Agreement requiring performance by it (other than a failure referred to elsewhere in this clause) or if a party does not comply with any provision of this Agreement and such failure is incapable of remedy or, if capable of remedy, continues for five (5) Business Days after the other party gives notice to the first party requiring that the failure be remedied.
14. Right of Set-off
14.1. In addition to the rights set out in Clause 32 of Section 1 (General Terms and Conditions), TBSPL's obligations hereunder to deliver Loaned Securities, provide Collateral and return Equivalent Securities or Equivalent Collateral shall be subject to the full payment of all sums, and the due performance of all obligations, owing by you to TBSPL, whether under these SBL Terms or otherwise, and to all rights and claims (including but not limited to any security interests, lien, rights of set-off, counterclaim or withholding) which TBSPL may have against you, whether under these SBL Terms or otherwise.
15. Fees and Costs
15.1. A borrowing fee is payable by you to TBSPL in respect of each Borrowing Transaction, such fee to be calculated by reference to a fee calculation formula or amount determined by TBSPL and as notified to you for any and all of your Borrowing Transactions.
15.2. Each Party shall bear and is responsible for its own costs (including without limitation legal costs) in connection with the negotiation, preparation, execution, completion, performance of the obligations under these SBL Terms.
15.3. Save as set out in this Clause 15 and unless as otherwise notified by TBSPL, there are no other fees payable under these SBL Terms.
SECTION 7B – ADDITIONAL TERMS FOR SHORT SELLING
TBSPL may, in its discretion and upon your request, permit you to Short Sell Short Sale Eligible Products under your Margin Account upon the applicable terms and conditions of this Agreement. This Section 7B (Additional Terms for Short Selling) sets out the additional terms and conditions that apply to Short Selling of Short Sale Eligible Products in your Margin Account, the Transactions and the Services in connection therewith (“Short Selling Terms”). In the event of any conflict or inconsistency between Section 1 (General Terms and Conditions), this Section and/or any other section of this Agreement, this Section shall prevail with respect to such short selling to the extent of such conflict or inconsistency.
1. Definitions
1.1. In this Section, the following words and expressions shall have the meanings set out hereunder unless the context otherwise requires. Terms used but otherwise not defined have the same meaning in Clause 1.1 of Section 1 (General Terms and Conditions):
“Approved Exchange” shall have the same meaning as set out under Section 2 of the SFA (which includes SGX-ST).
“Interest” shall have the same meaning as set out under Section 137ZH(2) and 137ZH(3) of the SFA (save that references to specified capital markets products shall be read and construed as references to Short Sale Eligible Products).
“Short Sale Eligible Products” means such Margin Account Eligible Products as may be permitted from time to time by TBSPL for Short Sale under your Margin Account.
“Short Selling” means selling any Short Sale Eligible Product where the person making such sale does not, at the time of the order to sell, have an Interest in such Short Sale Eligible Product, and “Short Sale” and “Shorted” shall be construed accordingly.
"Transaction" means any Transaction to Short Sell an Short Sale Eligible Product as may be permitted from time to time by TBSPL to be carried out in your Margin Account.
2. Short Selling
2.1. Short Selling may be effected only in a Margin Account.
2.2. Notwithstanding Clause 12.20 of Section 1 (General Terms and Conditions), where TBSPL consent and agree to your entering into a Short Sale, you may do so subject to these Short Selling Terms.
2.3. Prior to effecting a Short Sale in an Short Sale Eligible Product for you, TBSPL or its Intermediary must be able to borrow such Short Sale Eligible Product on your behalf to effect delivery of such Short Sale Eligible Products to the purchaser.
2.4. If TBSPL or its Intermediary is able to borrow stock to enable you to effect a short sale and the lender subsequently issues a recall notice for such stock, TBSPL or its Intermediary will attempt to re-borrow the Short Sale Eligible Products on your behalf. If TBSPL or its Intermediary is unable to re-borrow such Short Sale Eligible Products, then TBSPL or its Intermediary, without notice to you, shall be authorised by you to cover your short position by purchasing Short Sale Eligible Products on the open market at the then-current market price and you shall be liable for any resulting Losses and all associated costs incurred by TBSPL and/or its Intermediary.
2.5. For the avoidance of doubt, all loans of Securities by TBSPL to you are additionally subject to the provisions under Section 7A (Additional Terms for Securities Borrowing and Lending), as applicable.
2.6. Short Selling is subject to:
2.6.1. Such margin requirements as may be imposed by TBSPL from time to time at its absolute discretion; and
2.6.2. such conditions as may be imposed by TBSPL from time to time at its absolute discretion (including but not limited to restrictions on the Short Sale Eligible Products that may be Shorted).
3. Marking of Short Sale Orders
3.1. Before or at the time of giving any Instructions relating to a Short Sale of Short Sale Eligible Products traded on an Approved Exchange (and notwithstanding that the Electronic Trading System may tentatively mark an Order as a Short Sale Order or a long sale Order), you are required to:
3.1.1. inform TBSPL that the Order is a Short Sale;
3.1.2. where you own some but not the full quantity of the Short Sale Eligible Product to be sold, ensure that any “partial” short sell order is split into separate Orders (such that a particular order should either be a sell order or a Short Sale order), and inform TBSPL which Order is a Short Sale Order; and
3.1.3. in the event of an error in respect of information provided to TBSPL by you, notify TBSPL (via such means as TBSPL may at its sole discretion prescribe) immediately.
4. Reporting requirements
4.1. Without prejudice to any other provision in this Agreement, you are required to comply with, and be solely responsible for complying with, any Applicable Laws that apply to you in connection with such Short Selling (including without limitation reporting requirements under Section 137ZK of the SFA where applicable).
SECTION 8 – ADDITIONAL TERMS FOR US TREASURY FIXED INCOME SECURITIES TRADING
TBSPL may, in its discretion and upon your request, permit you to trade US Treasury Fixed Income Securities under your Eligible Account upon the applicable terms and conditions of this Agreement. This Section 8 (Additional Terms for US Treasury Fixed Income Securities Trading) sets out the additional terms and conditions that apply to the trading of US Treasury Fixed Income Securities traded in your Eligible Account, the Transactions and the Services in connection therewith. In the event of any conflict or inconsistency between Section 1 (General Terms and Conditions) and this Section, this Section shall prevail to the extent of such conflict or inconsistency.
1. Definitions
1.1. In this Section, the following words and expressions shall have the meanings set out hereunder unless the context otherwise requires. Terms used but otherwise not defined have the same meaning in Clause 1.1 of Section 1 (General Terms and Conditions):
"Eligible Account" means your Cash Account or Margin Account or Cash Boost Account (as the case may be).
"Transaction" means any Transaction in US Treasury Fixed Income Securities as may be permitted from time to time by TBSPL to be carried out in your Eligible Account.
“US Treasury Bills” means negotiable debt obligations issued by the United States Treasury Department having an original maturity at issuance of not more than 52 weeks;
“US Treasury Bonds” means negotiable debt obligations issued by the United States Treasury Department having an original maturity at issuance of more than 10 years;
“US Treasury Fixed Income Securities” means any US Treasury Bills or US Treasury Bonds.
2. US Treasury Fixed Income Securities
2.1. TBSPL may at its discretion accept Orders for Transactions to buy or sell US Treasury Fixed Income Securities.
2.2. TBSPL may at its discretion permit you to transfer any US Treasury Fixed Income Securities that are held in your Eligible Account with TBSPL to another account you hold with any other custodian or bank, subject to any of TBSPL's rights relating to the relevant US Treasury Fixed Income Securities. You shall pay such fees or charges in connection with such transfer as may be prescribed by TBSPL from time to time and all expenses incurred in connection with such transfer. You acknowledge that fees, charges or expenses may also be payable to the relevant custodian or bank.
2.3. Any price of any US Treasury Fixed Income Securities quoted by TBSPL is for reference only and shall not be binding on TBSPL. TBSPL shall be entitled to act on any Instruction for the sale and purchase of any US Treasury Fixed Income Securities even if the price of such US Treasury Fixed Income Securities has altered to your disadvantage between the time of receipt of such Instruction and the time at which such sale or purchase is completed.
3. Execution of Orders for US Treasury Fixed Income Securities
3.1. Orders placed by you in US Treasury Fixed Income Securities will, at TBSPL’s entire discretion and without notification to you, be placed by TBSPL with an Executing Broker who will arrange for execution of the Order in another marketplace or in an over-the-counter transaction.
3.2. TBSPL will act as your agent 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. For the avoidance of doubt and without prejudice to the general applicability of Section 1 (General Terms and Conditions), Clause 12.18 of Section 1 (General Terms and Conditions) shall apply to all such Transactions.
4. Custody and Settlement
4.1. You acknowledge and agree that any US Treasury Fixed Income Securities that are purchased through TBSPL will be held by TBSPL in your Eligible Account as custodian through a sub-custodian or nominee in accordance with Clause 8 of Section 1 (General Terms and Conditions).
4.2. TBSPL shall have no obligation to pay any principal, coupon, interest or other amount repayable or payable on any US Treasury Fixed Income Securities to you until TBSPL has received full payment of the same. Such principal, coupon, interest or other amount shall be paid to you by way of crediting to your Eligible Account after taking into account any necessary deduction or withholding tax.
4.3. For the avoidance of doubt and without prejudice to the general applicability of Section 1 (General Terms and Conditions), Clause 21 and Clause 22 of Section 1 (General Terms and Conditions) shall apply to all Transactions.
SECTION 9 – ADDITIONAL TERMS FOR CASH BOOST ACCOUNT
TBSPL may, in its discretion and upon your request, permit you to open a Cash Boost Account upon the applicable terms and conditions of this Agreement. Section 1 (General Terms and Conditions) and this Section 9 (Additional Terms for Cash Boost Account) set out the terms and conditions that apply to your Cash Boost Account, the trading of Securities thereunder, the Transactions and the Services in connection therewith. In the event of any conflict or inconsistency between Section 1 (General Terms and Conditions) and this Section, this Section shall prevail to the extent of such conflict or inconsistency.
1. Definitions and Interpretation
1.1. In this Section, the following words and expressions shall have the meanings set out hereunder unless the context otherwise requires. Terms used but otherwise not defined have the same meaning in Clause 1.1 of Section 1 (General Terms and Conditions):
“Automatic Currency Conversion” has the meaning ascribed to it in Clause 5.2.
“Cash Boost Account” means an account opened at your request and maintained by TBSPL for you or for your benefit, designated as the Cash Boost Account, for the purpose of trading in such Securities as TBSPL may, in its discretion, allow from time to time.
“Contra Statement”, in respect of a Contra Trade Pair, means the daily statement issued by TBSPL to you setting out the Contra loss or Contra gain (as the case may be) arising from the Contra Trading of such Contra Trade Pair.
“Contra Statement Date” means the date of the Contra Statement.
“Contra Trading”, in relation to a Securities counter, means offsetting an initial buy Trade in such Securities counter with a subsequent sell Trade in the same Securities counter within the Contra Period whereby the offsetting Trades are settled on a net basis as either Contra gains or Contra losses, and “Contra” shall be construed accordingly.
“Contra Trade Pair” means the pair of initial buy Trade and subsequent sell Trade referred to in the definition of Contra Trading.
“Contra Period”, in relation to a Securities counter, means the prevailing applicable timeframe permitted for effecting Contra Trading for such Securities counter (depending on the Exchange on which the Securities are traded) published by TBSPL on the Website from time to time.
“Manual Currency Conversion” has the meaning ascribed to it in Clause 2.2.3.
“Non-Contra”, in relation to a Trade, means a Trade (or such portion thereof) to which Contra Trading does not apply.
“Open”, in relation to a Trade, means a Trade which is not yet due for settlement, which has not been settled and which has not been offset by way of Contra Trading.
“Permitted Currencies” means such currencies, as may be determined by TBSPL from time to time and published on the Website, that may be held under the Cash Boost Account.
“Trade” means an Order in Securities which has been executed.
“Trading Day”, in relation to Contra losses in respect of a Securities counter, means a day on which the relevant Exchange is open to handle transactions in such Securities counter.
“Transaction” means any Transaction in Securities (whether or not involving Contra Trading) as may be permitted by TBSPL from time to time to be carried out in your Cash Boost Account.
1.2. For the avoidance of doubt:
1.2.1. Clauses 2.2 and 5 are without prejudice to TBSPL’s rights under Clauses 22, 29, 32 and 33 of Section 1 (General Terms and Conditions).
1.2.2. Without prejudice to the general applicability of Section 1 (General Terms and Conditions), Clauses 12, 18, 22 and 42 of Section 1 (General Terms and Conditions) shall apply to all Transactions in the Cash Boost Account.
2. Cash Boost Account
2.1. The Securities counters which may be traded through the Cash Boost Account are published on the Website and are subject to change from time to time. You agree and accept that it is solely your responsibility to be aware of this. For the avoidance of doubt, the foregoing is without prejudice to Clauses 12.13 and 12.14 of Section 1 (General Terms and Conditions).
2.2. Multi-currency account
The Cash Boost Account is a multi-currency account and the following provisions shall apply:
2.2.1. You are permitted to deposit funds, and maintain credit balances, in any one or more Permitted Currencies under your Cash Boost Account.
2.2.2. TBSPL will maintain separate entries in its books in respect of debits and credits denominated in different Permitted Currencies under your Cash Boost Account, which will not be converted to a base currency.
2.2.3. An Instruction to TBSPL to effect a currency exchange of all or part of the credit balance denominated in one Permitted Currency under your Cash Boost Account to another Permitted Currency (“Manual Currency Conversion”) shall be made through the App and is, for avoidance of doubt, subject to Clause 19 of Section 1 (General Terms and Conditions).
2.2.4. You agree and acknowledge that by holding credit balances in foreign currencies, you are exposing yourself to foreign currency risk and the risk that a currency may be subject to foreign exchange control and may be non-convertible.
2.2.5. All Transactions and payments (including, without limitation, Contra gains, Contra losses, fees and charges) in the Cash Boost Account shall be settled in the currency in which they are denominated.
2.2.6. It is solely your responsibility to ensure that you have sufficient credit balance in the applicable currency under your Cash Boost Account to pay for any amounts due and payable to TBSPL under your Cash Boost Account, including:
2.2.6.1. any due and payable Non-Contra buy Trade in Securities by its settlement date, failing which (including, without limitation, where a Manual Currency Conversion or Automatic Currency Conversion which would otherwise result in you having such sufficient credit balance in the applicable currency is not completed in time by such settlement date) TBSPL shall be entitled (but not obliged) to force-sell any or all of such Securities notwithstanding that you may have sufficient credit balance in the equivalent in one or more other currencies; and
2.2.6.2. Contra losses due and payable (subject to interest charges).
2.2.7. From time to time, TBSPL may provide information to you which presents your multi-currency balances in the equivalent value of a single currency (for example, SGD) using the rates prevailing at the time the information is produced. However, such balances have not been converted and the presentation of the information in the single currency is for information only.
2.2.8. If for any reason TBSPL cannot effect payment to you in the applicable currency, TBSPL may effect payment in the equivalent in any other currency selected by TBSPL in its discretion and at TBSPL’s prevailing rates of exchange determined in its discretion.
2.2.9. For the avoidance of doubt, Clause 24.4 of Section 1 (General Terms and Conditions) shall not apply to the Cash Boost Account.
2.3. Earmarking
2.3.1. Without prejudice to any rights which TBSPL may be entitled to, you irrevocably authorise TBSP (but without obligation on the part of TBSPL) to earmark or place any hold on any credit balance and/or anticipated incoming proceeds (including anticipated incoming proceeds from unsettled Non-Contra sell Trades and anticipated Contra gains) under your Cash Boost Account for the purpose of ensuring settlement of Transactions (including, without limitation, due and unpaid Non-Contra buy Trades and Contra losses), regardless of currency.
2.3.2. Should TBSPL earmark or hold any amount, the relevant credit balance(s) and/or incoming credit balance(s) standing to your Cash Boost Account shall be reduced by such amount and may not be used.
2.3.3. For the avoidance of doubt, regardless of any earmark or hold on anticipated incoming proceeds (including anticipated incoming proceeds from unsettled Non-Contra sell Trades and anticipated Contra gains), unsettled Transactions (including, without limitation, due and unpaid Non-Contra buy Trades and Contra losses) shall not be considered settled or paid until such anticipated incoming proceeds has been credited to your Cash Boost Account and converted to the relevant settlement/payment currency by way of either Automatic Currency Conversion or, if you have opted out of Automatic Currency Conversion, Manual Currency Conversion.
2.3.4. For the avoidance of doubt, where any amount earmarked by TBSPL for the purpose of ensuring settlement of a Transaction is not in the applicable currency for settlement of that Transaction, TBSPL will not effect a Manual Currency Conversion on your behalf on such earmarked amount. It is solely your responsibility to instruct TBSPL to effect Manual Currency Conversion pursuant to Clause 2.2.3, failing which any outstanding amounts due and payable to TBSPL (including Contra losses due and payable) which remain unpaid will be subject to interest charges notwithstanding such earmark.
3. Contra Trading
3.1. You may carry out Contra Trading under your Cash Boost Account.
3.2. Contra Trading must be made within the Contra Period. A sell Trade in a Securities counter outside of the Contra Period will not result in the Contra of the sell Trade against an Open buy Trade in the same Securities counter and may result in TBSPL effecting a buy-in of Securities pursuant to Clause 4 if you do not settle the sell Trade when due.
3.3. Auto-Contra
If you enter into a sell Trade in a Securities counter and you have an existing Open buy Trade in the same Securities counter at the time of execution of such sell Trade, TBSPL will automatically Contra your sell Trade against such buy Trade on a first-in-first-out basis regardless of whether the quantities of Securities under such buy and sell Trades are the same.
3.4. Contra gains and Contra losses
3.4.1. Contra gains and Contra losses are due and payable in the currency of the Contra Trade Pair on the Contra Statement Date.
3.4.2. A Contra Statement in respect of a Contra Trade Pair will be issued by TBSPL on the next Trading Day after the date of the subsequent sell Trade of such Contra Trade Pair or within such other timeframe as may be stipulated by TBSPL from time to time and published on the Website.
3.4.3. Contra gains will be credited by TBSPL, in the currency of the Contra Trade Pair, into your Cash Boost Account on the Contra Statement Date or within such other timeframe as may be stipulated by TBSPL from time to time and published on the Website.
3.4.4. Contra losses
3.4.4.1. Outstanding Contra losses due and payable will be debited (whether wholly of partially) by TBSPL from the credit balance in the relevant currency (if any) of your Cash Boost Account.
3.4.4.2. Where your Cash Boost Account has insufficient credit balance in the relevant currency, but has credit balance(s) in one or more other currencies, TBSPL may (but is not obliged to) effect Automatic Currency Conversion pursuant to Clause 5 (provided you have not opt-ed out) and debit outstanding Contra losses due and payable from the converted credit balance(s).
3.4.4.3. For the avoidance of doubt, outstanding Contra losses due and payable are subject to interest charges pursuant to Clause 24.3 of Section 1 (General Terms and Conditions) after the expiry of any applicable grace period as may be stipulated by TBSPL from time to time and published on the Website.
3.4.4.4. Without prejudice to any other rights or remedies of TBSPL, if you fail to pay to TBSPL on demand any outstanding Contra losses due and payable (including all interest accrued thereon), TBSPL may (but is not obliged to) take any one or more of the following actions:
3.4.4.4.1. for the avoidance of doubt, exercise any of its rights under Clause 29.2 of Section 1 (General Terms and Conditions);
3.4.4.4.2. liquidate any position or sell any Financial Product in your Cash Boost Account or any other Account to satisfy all or part of such Contra losses (including all interest accrued thereon); and
3.4.4.4.3. debit any available credit balance(s) standing to any of your Accounts (which, for the avoidance of doubt, does not extend to using the Margin Facility), regardless of currency. Where currency conversion is required to satisfy all or part of such Contra losses (including all interest accrued thereon), such conversion may be effected at TBSPL’s prevailing rates of exchange determined in its discretion.
4. Force-sale and buy-in
4.1. Without prejudice to any other rights or remedies of TBSPL (including, without limitation, to charge interest on any sum or payment due to TBSPL pursuant to Clause 24.3 of Section 1 (General Terms and Conditions)), you agree and acknowledge that if you do not pay for a Non-Contra buy Trade by its settlement date, or if you do not have sufficient Securities in the free balance standing under your Cash Boost Account to settle a Non-Contra sell Trade by its settlement date, TBSPL shall be entitled (but not obliged) to force-sell or buy-in (as the case may be) any or all of these Securities.
4.2. TBSPL shall not be liable to you for, and you agree to indemnify and hold TBSPL harmless from and against, any loss, damages, costs, charges and/or expenses (whether of a direct or indirect or consequential nature, including, without limitation, any economic loss or other loss of turnover, profits, business or goodwill) suffered or incurred by you or TBSPL as a result of or in connection with any such force-sale or buy-in, including, but not limited to, the following:
4.2.1. any fall in the market price of Securities between the day on which the right to force-sell arose and the day TBSPL actually sells such Securities, as a result of any failure to force-sell and/ or as a result of the mode of such force-selling; or
4.2.2. any rise in the market price of Securities between the day on which the right to buy-in arose and the day TBSPL actually buys such Securities, as a result of any failure to buy-in and/or as a result of the mode of such buying-in.
4.3. Any waiver of or delay in exercising the right to force-sell any Securities by TBSPL shall not be regarded by you as an entitlement or right to the same at any time and shall be without prejudice to all other rights, powers and remedies available to TBSPL.
5. Automatic Currency Conversion
5.1. Automatic Currency Conversion (defined below) is, by default, enabled for your Cash Boost Account. You may opt-out of, or opt back into, Automatic Currency Conversion by contacting TBSPL through its customer service.
5.2. To facilitate payment and/or settlement of:
5.2.1. due and payable Non-Contra buy Trades (subject to force-selling pursuant to Clause 4); and/or
5.2.2. outstanding Contra losses due and payable,
(collectively, “Amounts Due and Payable”),
where there are available credit balance(s) under your Cash Boost Account (“Available Amounts”) which are in one or more currencies which is/are a different currency from the currency/currencies of the Amounts Due and Payable, the Available Amounts may be automatically converted into the currency/currencies of the Amounts Due and Payable to the extent necessary for such payment and/or settlement (“Automatic Currency Conversion”).
5.3. Automatic Currency Conversion will be effected at TBSPL’s prevailing rates of exchange which are displayed within the App. For the avoidance of doubt, such prevailing rates of exchange are subject to change from time to time by TBSPL in its sole and absolute discretion. You shall be fully responsible and liable for any Losses resulting from any currency conversion.
5.4. The order of priority in which the Amounts Due and Payable would be subject to Automatic Currency Conversion where there are insufficient Available Amounts is published on the Website and subject to change from time to time by TBSPL.
5.5. Automatic Currency Conversion will be effected (in whole or in part) in respect of outstanding Contra losses due and payable. Automatic Currency Conversion will only be effected in respect of a Non-Contra buy Trade if there are sufficient Available Amounts for the payment and settlement of the whole (and not part) of such Non-Contra buy Trade.
5.6. Without prejudice to the applicability of Clause 10.3.2 of Section 1 (General Terms and Conditions), Automatic Currency Conversion is provided on an "as is" and "as available" basis and TBSPL shall not be liable for any system error, faults, delay, interruption, congestion or failure thereof.
SECTION 10 - ADDITIONAL TERMS FOR STRUCTURED NOTES
TBSPL may, in its discretion and upon your request, permit you to trade Structured Notes under your Eligible Account upon the applicable terms and conditions of this Agreement. This Section 10 (Additional Terms for Structured Notes) sets out the additional terms and conditions that apply to the trading of Structured Notes traded in your Eligible Account, the Transactions and the Services in connection therewith. In the event of any conflict or inconsistency between Section 1 (General Terms and Conditions) and this Section, this Section shall prevail to the extent of such conflict or inconsistency.
1. Definitions
1.1. In this Section, the following words and expressions shall have the meanings set out hereunder unless the context otherwise requires. Terms used but otherwise not defined have the same meaning in Clause 1.1 of Section 1 (General Terms and Conditions):
"Eligible Account" means your Cash Account or Margin Account (as the case may be).
"Transaction" means any Transaction in Structured Notes as may be permitted from time to time by TBSPL to be carried out in your Eligible Account.
2. Transactions in respect of Structured Notes with TBSPL
2.1 You may submit an Instruction to request for a price quote for the purchase of Structured Notes to TBSPL in such form and specifying such information as TBSPL may require. Upon receipt of the Instruction, TBSPL may (but shall not be obliged to) provide you with a price quote.
2.2 You may submit an Order on the basis of the quote, which shall be an Instruction for the purposes of Clause 12.3 of Section 1 (General Terms and Conditions).
2.3 TBSPL may, at its sole discretion, aggregate your Order with such other Orders to purchase Structured Notes, and place aggregated Orders for the Structured Notes.
2.4 Unless otherwise agreed, or TBSPL is already holding sufficient cash on your behalf to settle the Transaction, in respect of each Transaction, TBSPL shall only execute the Transaction after you have made the relevant payment to TBSPL by such time notified by TBSPL in writing.
2.5 TBSPL will furnish you with the relevant term sheet and trade confirmation for each Transaction executed in respect of Structured Notes. Notwithstanding anything to the contrary in Clause 10.2.2 of Section 1 (General Terms and Conditions), unless you object by (i) a verbal notice to the contrary within twenty-four (24) hours of the deemed delivery of such term sheet and trade confirmation; and (ii) followed by a written confirmation of such verbal notification from you to TBSPL within seven (7) days of the date of the term sheet and trade confirmation, dispatched or transmitted, you will be deemed conclusively to have:
(a) accepted and ratified all the matters contained in such term sheet and trade confirmation 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
(b) waived all rights to bring an action against TBSPL in respect of any error or omission.
2.6 Unless otherwise notified by TBSPL to you, TBSPL acts as your agent in respect of all Orders for Structured Notes. You hereby authorise TBSPL and any of TBSPL’s affiliates to place Orders on your behalf and at your sole risk with the relevant distributors or issuers of such Structured Notes.
3. Investor Status
3.1 You acknowledge and agree that you may only enter into Transactions to buy or sell Structured Notes where:
3.1.1. you qualify as, and have been assessed by TBSPL to be, an “Accredited Investor” or “Institutional Investor” under Applicable Laws. To be regarded as an Accredited Investor, you will also need to have opted-in to be treated as TBSPL as such;
3.1.2. you qualify as, and have been assessed by TBSPL to be, a relevant person (as defined in Section 275(2) of the SFA) (other than an Accredited Investor); or
3.1.3. you qualify as, and have been assessed by TBSPL to be, a person to whom an offer is made under Section 275(1A) of the SFA.
3.2. In the case that you enter into Transactions to buy or sell Structured Notes under Clause 3.1.1 of this Section, without prejudice to the generality of Clause 6.3 and Clause 11 of Section 1 (General Terms and Conditions), you undertake to forthwith notify TBSPL in writing if you have any reason to believe that you have ceased, or will cease, to be an Accredited Investor or Institutional Investor.
3.3. In the case that you enter into Transactions to buy or sell Structured Notes under Clause 3.1.2 of this Section, you undertake to forthwith notify TBSPL in writing if you have ceased to be a relevant person (as defined in Section 275(2) of the SFA) (other than an Accredited Investor).
4. Custody
4.1. You acknowledge and agree that any (i) Structured Notes that are purchased through TBSPL, and (ii) monies and underlying assets received at settlement of such Structured Notes, will be held by:
4.1.1. TBSPL solely as custodian; or
4.1.2. Custodian(s) appointed by TBSPL (including TBSPL’s sub-custodian(s)),
in accordance with the terms under the Standard Customer Agreement relating to custody services, including without limitation Clause 8 of Section 1 (General Terms and Conditions).
5. Representations and warranties
5.1. In addition to the representations and warranties made in Clause 35 of Section 1 (General Terms and Conditions), you hereby represent, warrant, covenant and agree with TBSPL at any time when you place an Order or enter into any Transaction in relation to a Structured Note:
5.1.1. you fully comprehend and familiarise yourself with all the terms and conditions of the Transactions to be executed or entered into by us on your behalf, as well as the risks associated therewith (including but not limited to the risks set out in Schedule 11 of the Risk Disclosure Statement);
5.1.2. you shall comply with all of the obligations and restrictions set out in the term sheet, information sheet, and/or any other offering documents/circulars issued in connection with the Structured Notes, to the extent that they apply to you;
5.1.3. you shall not sell or offer to sell to any other person, whether directly or indirectly, the Structured Notes acquired pursuant to this Agreement;
5.1.4. you are an “Accredited Investor” or “Institutional Investor” under Applicable Laws, a relevant person as defined in Section 275(2) of the SFA or a person to whom an offer is made under Section 275(1A) of the SFA.
5.2. The above representations and warranties shall be deemed repeated whenever you give Orders to TBSPL, and/or enter into any Transaction, in relation to Structured Notes.
6. Physically-settled Structured Notes
6.1. Notwithstanding Clause 4.1 above, where the Structured Notes are physically settled by the delivery of assets (the “reference assets”), TBSPL and / or the Custodian(s) may (but shall not be obliged to) hold the reference assets received at settlement, and shall have sole and absolute discretion to accept or refuse to hold such assets. In the event that TBSPL and / or the Custodian(s) decline(s) to custodise such assets, you agree to promptly take all actions to arrange for the transfer of such assets to you or a person designated by you in writing. For the avoidance of doubt, a failure by you to do so shall constitute an Event of Default under Clause 29.1 of Section 1 (General Terms and Conditions), and TBSPL may take all necessary actions to protect its and / or the Custodian(s)’ interests, including but not limited to effecting a sale of the reference assets.
6.2. In respect of the reference assets, you represent and warrant that:
6.2.1. You have full capacity, power and authority (and if an individual, is of full legal age as defined by the Civil Law Act 1909 of Singapore) to take delivery of the reference assets following settlement of the Structured Notes and that such delivery does not contravene any Applicable Laws, contractual obligations or orders of court that apply to you. Without prejudice to the generality of the foregoing, you represent that entry into the Structured Notes and delivery of the reference assets to you will not breach any prohibitions under any insider dealing rules, interested party transaction rules or blackout periods imposed on any directors or existing shareholders of issuers or their close associates on the issuers under Applicable Laws; and
6.2.2. In particular, and without prejudice to the generality of the foregoing and Clause 3 of Section 1 (General Terms and Conditions), you shall have the sole responsibility of ensuring that you adhere to, and do not contravene Applicable Laws in relation to receiving and holding the reference assets (including any reporting and disclosure requirements, shareholding restrictions, and market conduct / trading offences) and your other contractual obligations, and TBSPL need not enquire into or verify any action taken by you in connection therewith.
6.3. The representations and warranties in Clause 6.2 above shall be deemed repeated on each settlement date under the Structured Notes and on delivery of the reference assets, and at all times while TBSPL and/or the Custodian(s) hold(s) the reference assets on a continuing basis.
Signature:
Name:
Date: