GXS Bank
Invest Account Terms
These terms (“Terms”) set out the terms and conditions that govern the relationship between GXS Bank Pte. Ltd. (the “Bank”,“us”, “we” or “our”) and the customer (“you”, “your”) and the services and products that we provide to you under these Terms. The Bank agrees to provide you with the services or products that you have applied for, and for which we have approved your application.
Section A (General Terms and Conditions) sets out the terms and conditions (the “General Terms”) that apply generally to the services and products that the Bank provides to you under these Terms.
In addition, specific terms and conditions (each referred to as “Specific Terms”, and collectively referred to as the “Specific Terms”) will apply to the provision of specific services and products by the Bank to you. When the Bank introduces or agrees to provide you with new services or products, the Bank will inform you of the relevant Specific Terms that apply to the provision of such new services or products, and you agree that the relevant Specific Terms will apply to the provision of the relevant new service or product by the Bank. The Specific Terms are part of these Terms. If there is any inconsistency between the General Terms and the Specific Terms, the Specific Terms will prevail to the extent of such inconsistency.
A. General Terms and Conditions
1.1 To open any account with the Bank or use any service or product of the Bank, you:
- must meet such requirements that the Bank may specify from time to time, generally or in relation to any specific service or product;
- agree that the Bank may retrieve your personal information from the Myinfo platform maintained by the Singapore government; and
- agree to provide the Bank with any information or document that the Bank asks for from you in such form and manner required by the Bank from time to time.
1.2 The Bank shall have the right, in our discretion, to approve or reject any application to open any account with the Bank, or to use any service or product of theBank, without giving any reasons and shall not be liable for any Loss that maybe incurred as a result.
2.1 Instructions to the Bank must be given in writing (through any means specified and accepted by the Bank, including electronic means), or any other means permitted by theBank.
2.2 You may authorise another person (an “Authorised Person”) to give instructions to the Bank and operate your account on your behalf. You may apply for another person to be an Authorised Person by providing us with the details of such person in the manner specified by us. Your appointment of an Authorised Person is subject to our approval and such conditions (including providing any indemnity in favour of the Bank) specified by us. If we approve your appointment of an Authorised Person, you will ensure that such Authorised Person is aware of and complies with these Terms. The Bank is under no obligation to enquire as to the purpose for which any authority granted to any Authorised Person is exercised or whether any Authorised Person is doing so in good faith.
2.3 The Bank will not act on any instruction other than an instruction from you. The Bank is entitled to act and rely on any instruction that it reasonably believes to come from you. If we request for information, evidence of your identity or authentication before acting on any instruction, you shall promptly provide such information, evidence or authentication. Notwithstanding this, we may act and rely on any instruction without requesting for evidence of your identity or authentication.
2.4 Where any instruction is given through any means that require you to use a password or PIN to access an application or other system before giving such instruction or to provide an authentication code, you agree that the use of such password, PIN or authentication code is evidence that the instruction comes from you and is authorised by you. You must safeguard the confidentiality of your password, PINs and authentication codes.You must not disclose any password, PIN or authentication code to any person or keep a record of your password, PIN or authentication code in any matter that enables another person to misuse your password, PIN or authentication code. If you know or suspect that your passcode, PIN or authentication code has been compromised, you must immediately change your password, PIN or authentication code and notify the Bank.
2.5 The Bank may request you to provide additional confirmation before acting on any instruction. Notwithstanding this, we may act and rely on any instruction without requesting for such additional confirmation.
2.6 The Bank is not responsible or liable for any Loss that you may incur as a result of us acting on any instruction that was not authorised by you or did not come from you, unless such Loss is caused by our gross negligence, wilful misconduct or fraud.
2.7 You are responsible for ensuring that your instructions are given on time, and are accurate, clear and complete. The Bank may request confirmation, clarification or further information from you before acting on any instruction. We will not be responsible or liable for any Loss you may incur as a result of your instructions being late, inaccurate, unclear, inadequate or incomplete, or any time taken for us to confirm or clarify your instructions, unless such Loss is caused by our gross negligence, wilful misconduct or fraud.
2.8 The Bank shall have the right, but is not obliged, to not act on any instruction, or to carry out checks before acting on any instruction, if:
- we reasonably believe the instruction to be not authorised or to have not come from you;
- the instruction is unclear or incomplete, or we receive conflicting instructions;
- you do not provide any information, document, authentication or confirmation requested by us;
- we believe that you lack the mental capacity to give us instructions or operate your account;
- there are insufficient funds in your account, or if any instruction may result in your account being overdrawn or having a negative balance;
- doing so may result in a breach of any Applicable Law (including any Applicable Law relating to anti-money laundering, countering the financing of terrorism or sanctions), or if we are prohibited by any Applicable Law or any court order or any direction from any regulator from doing so;
- any event or circumstance that is not reasonably within our control prevents us from doing so; or
- there is any other reasonable ground for us to do so, including any ground on which we have a right to freeze or suspend your account under Clause A10 (Rights of the Bank) or if any Event of Default has occurred.
The Bank will not be responsible or liable for any Loss that you may incur as a result, including from any delay in carrying out your instructions, unless such Loss is caused by our gross negligence, wilful misconduct or fraud.
2.9 Instructions once given cannot be cancelled or reversed and are binding on you, unless the Bank agrees otherwise.
3.1 The Bank will periodically make available to you statements of account, confirmation advice, transaction records or other documents (“Statements”) setting out particulars of your accounts and transactions. The Bank may also send you notifications or alerts of transactions (“Notifications”) for your account, regardless of the value of the transaction.
3.2 You are responsible for checking your Statements and Notifications of transactions for errors or unauthorised transactions, and to verify the accuracy and completeness of the details in your Statements and Notifications. You must check any Statement or Notification immediately once you receive it.
3.3 We will be entitled to treat the details set out in the Statement or Notification as correct and accurate, and the relevant transaction as authorised by you, if you do not notify us of any errors or unauthorised transactions, or otherwise object to any details set out in your Statement or Notification within seven (7) days of the date of such Statement or Notification.
3.4 The Bank shall have the right, but is not obliged, to rectify any errors or omissions in any Statement or Notification.
4.1 The Bank may impose fees and charges for the provision of our services or products, and has the right to change the amount of such fees and charges. TheBank’s fees and charges will be set out in a fee schedule notified to you from time to time. The fee schedule is part of these Terms. If there is any inconsistency between these General Terms and the fee schedule, the fee schedule will prevail to the extent of such inconsistency.
4.2 In addition, you agree to pay the Bank for any expenses, taxes or other charges that the Bank may incur in providing you with any product or service. Where possible, the Bank will notify you in advance of any such expenses, taxes or charges.
4.3 You will pay the Bank such fees, charges and expenses promptly.
4.4 The Bank has the right to deduct such fees, charges and expenses from your account, or through any other means in our discretion.
5.1 You agree and consent to the Bank disclosing your Customer Information to:
- any person whom the Bank believes in good faith to be an Authorised Person or upon your death or mental incapacity, your legal representative or your family member or beneficiaries;
- any Related Entity of the Bank;
- our agents, advisers (whether professional or otherwise), auditors, service providers, contractors (including sub-contractors and any further indirect sub-contractors who may be engaged by a contractor or another sub-contractor), whether in or outside Singapore (including cloud storage providers, service providers who carry out background, anti-money laundering and other checks, marketing service providers, data analytics providers, research partners and debt collectors);
- any other bank, correspondent bank, broker, insurer, provider of credit protection, fund manager, financial institution, card association, financial market infrastructure or any other third party for the purposes of and in connection with the provision of services or products to you;
- any payment system operator, payment institution or any other party for the purposes of and in connection with a funds transfer or payment transaction (including the other parties to a funds transfer or payment transaction, payment processors, payment intermediaries, payment networks, card associations, banks and other financial institutions) and their respective service providers, contractors and agents;
- credit bureaus, alternative credit scoring agencies and any other credit reporting organisations;
- any government authority, regulator, enforcement agency, tax authority, court, tribunal or judicial body;
- any person to whom the Bank is required to disclose information under Applicable Law;
- our business partners, such as Singtel and Grab;
- any person for the purposes of, or in connection with, any legal action contemplated or taken against you or in connection with the provisions of services or products to you;
- any person to whom we assign or transfer (or may potentially assign or transfer) any of our rights or obligations under these Terms;
- any person with which the Bank is entering (or is proposing to enter) into a transaction for the sale or transfer of any part of its business or assets, or any merger, acquisition or other corporate transaction, and any legal or professional advisers and consultants appointed by any party or potential party to any such transaction;
- any person referred to in the Data Privacy Policy;
- any person as notified by the Bank to you from time to time; or
- any person to whom we are permitted to disclose your Customer Information under the Third Schedule to the Banking Act 1970 of Singapore or any other Applicable Law.
5.2 This Clause A5 (Disclosure of your Customer Information) does not constitute an express agreement by the Bank for a higher degree of confidentiality than that prescribed in section 47 of the Banking Act 1970 of Singapore.
5.3 This Clause A5 (Disclosure of Your Customer Information) shall survive the termination of these Terms.
6.1 You agree and consent to the Bank or any of our officers, employees, agents, service providers and contractors (including subcontractors and any further indirect sub-contractors who may be engaged by a contractor or another sub-contractor) collecting, using, processing and disclosing the Personal Data provided by you in accordance with the Data Privacy Policy, which is incorporated by reference to this Clause 6 (Personal Data), and sets out:
- what Personal Data we collect;
- how Personal Data is collected;
- your representations with respect to Personal Data of third parties;
- what we use Personal Data for;
- who we disclose Personal Data to;
- overseas transfers of Personal Data;
- use of cookies and related technologies;
- protection of Personal Data;
- retention of Personal Data;
- your rights with respect to your Personal Data;
- amendments and updates; and
- how to contact us if you have any queries about the Data Privacy Policy or would like to exercise your rights as set out in the Data Privacy Policy.
7.1 You represent and warrant that the following are true and accurate at the time you first open any account with the Bank or use any service or product provided by the Bank, and on a continuing basis:
- you have full power, authority and capacity to enter into these Terms, to enter into any transactions with or through the Bank, and to perform and comply with all your obligations under these Terms;
- you have obtained all necessary authorisations and taken all other actions necessary for you to enter into these Terms and to be able to perform and comply with all your obligations under these Terms;
- your obligations under these Terms are valid and legally binding, and these Terms are enforceable against you;
- any information or documents that you provide to us, including your personal information on and from the Myinfo platform, are true, accurate, complete and not misleading;
- you have read and understood the Data Privacy Policy;
- you consent to, and have obtained all necessary consents for, the collection, use, processing and disclosure of all Personal Data that you or your representatives provide to us as set out in these Terms or the Data Privacy Policy;
- you will not be in breach of any Applicable Law or any contract, agreement or other document by entering into these Terms or obtaining any services or products from us;
- you are not involved in any unlawful activity, and you have not committed or been convicted of any tax, money laundering, terrorism financing or other criminal conduct, and you are not involved in any sanctioned activities or the subject of any sanctions;
- you are not a citizen or resident of any jurisdiction where we are not permitted to provide you with services or products;
- you are acting as a principal for your own benefit, and you are not acting on behalf of any other person, whether as trustee, agent, nominee or otherwise; and
- there is no Event of Default occurring.
7.2 You agree and undertake that you will:
- immediately inform us of any changes to your personal particulars, including any change in citizenship, tax residency, address(es) on record and taxpayer identification numbers, contact details or any other information or documents that you provided to us;
- immediately inform us if any of the representations and warranties set out in Clause A7.1 are no longer true or accurate;
- comply with all Applicable Laws, including tax laws and laws relating to anti-money laundering, countering the financing of terrorism and sanctions;
- not use the services and products of the Bank for any unlawful purpose, or that may involve a breach of any Applicable Law (including any Applicable Law relating to anti-money laundering, countering the financing of terrorism or sanctions);
- check your Statements and Notifications immediately once you receive them, and notify us immediately of any errors or unauthorised transactions. You agree to provide us with any information that we reasonably request to facilitate our investigations into the transactions, and to make a police report if we reasonably request such a report to be made to facilitate the claims investigation process. If there is any delay in your informing us of the error or unauthorised transaction, you must explain to us the reasons for such delay; and
- not share your password, PIN or other security code with any other person, and immediately inform us if you suspect that your password, PIN or other security code has been compromised. You agree to safeguard the confidentiality of your password, PIN and other security codes and not to keep a record of your password, PIN or other security codes in any matter that enables another person to misuse your password, PIN or other security codes.
7.3 The Bank will not request for your personal particulars, password, PIN or other security code through SMS or e-mail. You are responsible for safeguarding the confidentiality of your personal particulars, password, PIN and other security code. You must verify and agree to exercise caution with any hyperlink in any SMS or e-mail claimed to be sent by the Bank.
8.1 The services and products provided by the Bank are non-exclusive, and you agree and consent to the Bank providing the same services and products to other customers of the Bank.
8.2 You agree that (a) the Bank may introduce you to Grab, Singtel and our other business partners, who may recommend their services and products to you and otherwise collect, use, process and disclose your Personal Data as set out in the Data Privacy Policy, or (b) you may have been introduced to us by Grab, Singtel or our other business partners. You agree that we may receive or pay a referral fee or commission from or to such business partner for such introduction.
9.1 You agree that the Bank may engage third party service providers, contractors (including sub-contractors and any further indirect sub-contractors who may be engaged by a contractor or another sub-contractor) or agents for the purposes of, and in connection with, the provision of services or products to you.
10.1 The Bank shall have the right to decide whether to approve your application to obtain any services or products from the Bank, and whether to provide you (or continue to provide you) with any service or product. In addition, the Bank shall have the right to withdraw the provision of, or change the manner in which we provide you with, any service or product at any time in our discretion.
10.2 The Bank shall have the right, but is not obliged to, to record any of our telephone conversations or video conferences with you, or any other verbal instructions or communications from or with you. You agree that we shall have the right to use the recordings in the event of any dispute. We are not obliged to provide you with a copy of any such recordings.
10.3 The Bank will retain records of your Customer Information to comply with Applicable Laws and for business and operational purposes. Our records shall be conclusive evidence of the contents set out in the records, including details of your accounts and transactions. We may destroy or cease to maintain any records where we are no longer required to do so under Applicable Laws, and you agree that we are not obliged to retain any records after the record retention period under Applicable Laws has ended.
10.4 The Bank shall have the right to take any steps reasonably necessary to comply with any Applicable Law, court order or direction from any regulator. The Bank shall have the right not to do anything under these Terms or in connection with the provision of services or products to you, if doing so shall result in a breach of Applicable Laws, any court order or any direction from any regulator. The Bank shall not be responsible or liable for any Loss that you may incur as a result of any such actions of the Bank.
10.5 The Bank shall have the right to freeze, suspend, block, close or terminate any or all of your accounts maintained with us or any provision of services or products to you if:
- you have a zero or negative balance in your account;
- you do not provide any information or documents requested by us;
- any representation or warranty in Clause A7.1 is not true or accurate or is no longer true or accurate;
- we reasonably suspect that you are involved in any unlawful activity, including any breach of Applicable Law (including any Applicable Law relating to anti-money laundering, countering the financing of terrorism or sanctions);
- we are required to do so by any government authority, regulator, enforcement agency, tax authority or any other authority;
- we are required to do so under a garnishee order, Mareva injunction, or other similar court order, or any order of any court, tribunal or judicial body;
- in our opinion, any account, product or service provided by the Bank is not being used in a lawful, proper or regular manner;
- any Event of Default has occurred;
- we have reasonable grounds to believe that you are not likely to be able to repay any amount or liabilities that you owe to us, or otherwise to perform any of your obligations to us under these Terms or otherwise; or
- there is any other reasonable ground for doing so or the Bank deems fit in its absolute discretion.
The Bank shall not be responsible or liable for any Loss that you may incur as a result of any such actions of the Bank.
10.6 In the event that your account remains inactive or dormant for such period of time as the Bank may determine, the Bank shall have the right to impose such conditions in relation to the further operation of the account as we may determine in our discretion. The Bank shall not be responsible or liable for any Loss that you may incur as a result of any such actions of the Bank.
10.7 The Bank shall have the right, but is not obliged, to reverse or cancel any transaction and make any corresponding debits from or adjustments to your account, without prior notice to you or without your prior consent:
- to correct any mistake or error, including where we have made a mistake or error in crediting your account;
- where we are required to do so under any Applicable Law, any court order or any direction from any regulator; or
- if we have any other reasonable ground for doing so.
In particular, the Bank is not obliged to reverse or cancel any transaction, or make any corresponding debits from or adjustments to your account or the account of any other person, to correct any mistake or error made by you or a third party.
10.8 Certain of our services or products may be temporarily unavailable for certain periods of time to facilitate maintenance of our systems. Where possible, the Bank will notify you in advance of any such periods of temporary unavailability.
10.9 This Clause A10 (Rights of the Bank) shall survive the termination of these Terms.
11.1 Any payment you make to the Bank shall be made in freely available funds in Singapore dollars or such other currency specified by the Bank, without any set-off or counterclaim, or any withholding or deduction of any taxes, charges or other duties.
11.2 If any withholding or deduction is required to be made under any Applicable Law, you agree to pay us an amount equal to the amount withheld or deducted such that the Bank receives a net amount equal to the amount which we would have received if no such withholding or deduction had been made.
11.3 If any taxes, charges or other duties are payable on any payment that you make to the Bank, you shall pay us an additional amount equal to the amount of such taxes, charges or other duties.
11.4 If you do not make any payment to the Bank on time, the Bank shall have the right to charge you default interest on the overdue amounts that are outstanding at a rate determined by the Bank and notified to you.
11.5 This Clause A11 (Payments) shall survive the termination of these Terms.
12.1 If the Bank receives any payment from you or on your behalf, executes any transaction for you or on your behalf, or you owe any amount to us, in a currency other than Singapore dollars (or a currency other than the currency in which payment is due), we may convert the amount denominated in the foreign currency (or such other currency than the currency in which payment is due) into Singapore dollars (or the currency in which payment is due) at the prevailing foreign exchange as determined by us. If we incur any costs or expenses in making such currency conversion, you agree to pay us for such costs or expenses.
12.2 Where any currency in which any of the Bank’s payment obligations is denominated becomes unavailable due to the imposition of currency exchange controls or restrictions, other governmental action, extreme volatility in the foreign exchange markets, or any other event or circumstance that is not reasonably within our control, the Bank shall have the right to convert the amount to be paid into another currency at the prevailing foreign exchange rate as determined by us.
13.1 The Bank shall have the right to retain and not repay you any amount which it holds for you in any account, or to withhold any payments due to you, if there is any outstanding amount you owe to the Bank, if you have any other outstanding liabilities to the Bank, or if the Bank has placed a hold or set aside any amount in any of your accounts for any reason.
13.2 All your funds in your accounts with the Bank are subject to a banker’s lien in our favour. We may apply the lien as security for any amount you owe to the Bank or any other outstanding liabilities you owe to the Bank.
13.3 Without limiting our rights under the banker’s lien above or any other rights we may have under these Terms or otherwise, the Bank and any of our Related Entities may, at any time and without any prior notice to you, set-off any balance in your accounts with the Bank and any amount that we or any of our Related Entities owe to you, against any amount that you owe to us or any of our Related Entities, or debit any of your accounts with the Bank or any of our Related Entities with any such amount that you owe to us or any of our Related Entities. The Bank and our Related Entities may also combine or consolidate all your accounts held with us or any of our Related Entities.
13.4 The Bank may exercise our rights under this Clause A13 (Right of Set-Off and Lien) at any time, regardless whether an Event of Default has occurred and whether your account has been closed or whether these Terms have been terminated.
13.5 You must not create any security interest or any other encumbrance over your accounts with the Bank, any funds or assets in your accounts with the Bank, or rights or obligations vis-a-vis, the Bank without our prior written consent.
13.6 This Clause A13 (Right of Set-Off and Lien) shall survive the termination of these Terms.
14.1 The Bank does not provide any advice on tax, accounting, insurance, legal, regulatory or environmental matters. If you need such advice, you should seek advice from your own independent advisers.
14.2 The Bank does not act as your agent, trustee or fiduciary in providing services or products to you.
15.1 The Bank shall not be liable for any Loss that you may incur in connection with or arising from our provision of services or products to you, unless such Loss is caused by our gross negligence, wilful misconduct or fraud. Without limiting the generality of the above, and without prejudice to any other provision of these Terms, the Bank shall not be liable for any Loss that you may incur:
- arising from us acting on any instruction that we reasonably believe to have been authorised by you, or to have come from you or to have been given on your behalf;
- any omission or delay in carrying out your instructions, unless such omission or delay is due to our gross negligence, wilful misconduct or fraud;
- as a result of the Bank taking any steps reasonably necessary to comply with any Applicable Law, court order or direction from any regulator or taking any other action in accordance with our rights under these Terms;
- where the provision of services or products to you is affected by any event or circumstance that is not reasonably within our control, regardless of the duration of such event or circumstance;
- where there is any unauthorised use or access of any smartphone or other device used to access the services or products provided by the Bank, or any such smartphone or other device is lost, misplaced or stolen; or
- where your password, PIN or other security code is compromised or misused by another person.
In any event, we shall not be liable for any Loss that is an indirect or consequential loss, or any lost profits, earnings, business, goodwill or opportunity, even if such Loss is foreseeable.
15.2 We are not responsible or liable for the acts of any third party, including the acts of any third party involved in the provision of services or products to you, or the acts of any third party service providers, contractors or agents engaged by the Bank and their sub-contractors or further indirect sub-contractors or the insolvency or bankruptcy of any such third party, and we will not be liable for any Loss that you may incur as a result of the acts of any such third party, unless such Loss is caused by our gross negligence, wilful misconduct or fraud.
15.3 We are not responsible for any decision you make to obtain our services or products or to enter into these Terms, and any such decision is your own decision based on your independent judgment. If you need any advice, you should seek advice from your own independent advisers.
15.4 We are not responsible or liable for any acts or representations of our employees or agents that are made without our authority.
15.5 This Clause A15 (Liabilities) shall survive the termination of these Terms.
16.1 You agree, on a continuing basis, to indemnify the Bank, and pay and reimburse the Bank, for all and any Losses that the Bank may incur in connection with or arising from our provision of services or products to you, except where such Loss is caused by our gross negligence, wilful misconduct or fraud.
16.2 This Clause A16 (Indemnities) shall survive the termination of these Terms.
17.1 The Bank shall not be responsible or liable for any Loss which you may incur where such Loss arises from any event or circumstance that is not reasonably within our control, regardless of the duration of such event or circumstance. Such events include earthquakes, fires, floods, storms, pandemics, natural disasters or other acts of God, wars, acts of terrorism, military action, riots, civil unrest or other disturbances, strikes, industrial disputes or other industrial actions, imposition of currency exchange controls or restrictions, embargoes, changes to laws and regulations or other governmental action, mechanical errors or malfunctions in any machines or systems, sabotage, fluctuations or failures in power supply or telecommunication networks, disruptions to the Internet, computer viruses, or the failure of any financial market infrastructure.
18.1 You may terminate these Terms or any service or product provided by the Bank and close your
account by giving the Bank notice in writing, provided that you do not owe any outstanding amount to the Bank or have any outstanding liabilities to the Bank.
18.2 The Bank may terminate these Terms or the provision of any service or product to you and close your account by giving you reasonable notice in writing.
18.3 In addition, the Bank shall have the right to terminate these Terms or the provision of any service or product to you and close your account, with immediate effect and without any notice to you if any of the following Events of Default occur:
- you do not make any payment that is due to us;
- you breach any of your obligations under these Terms;
- you do not provide any information or documents requested by us;
- any representation or warranty in Clause A7.1 is not true or accurate or is no longer true or accurate;
- you have a zero or negative balance in your account;
- you are, or are likely to become, insolvent or bankrupt, or any insolvency or bankruptcy proceedings are commenced against you;
- you are, or are likely to be, unable to fulfil any of your financial obligations to any person, including third parties;
- your assets are subject to enforcement proceedings in any jurisdiction;
- you are the subject of any civil, criminal, investigation or disciplinary proceedings in any jurisdiction or any such proceedings are threatened against you or disciplinary proceedings in any jurisdiction;
- you commit or are convicted of any criminal offence in any jurisdiction, or you are found to be fraudulent or dishonest in any proceedings;
- we reasonably suspect that you are involved in any unlawful activity, including any breach of Applicable Law (including any Applicable Law relating to anti-money laundering, countering the financing of terrorism or sanctions);
- in our opinion, any account, product or service provided by the Bank is not being used in a lawful, proper or regular manner;
- it becomes unlawful for you to perform any of your obligations under these Terms or any relevant transaction document with the Bank or any of your obligations under these Terms or any transaction document with the Bank ceases to be legal, valid, binding or enforceable;
- we are required under Applicable Law, by any court order or direction from any regulator to do so or we would otherwise breach any Applicable Law or agreement with a third party; or
- the occurrence of any Event of Default under any Specific Terms or any event of default or any similar event under any other terms and conditions governing the provision of any services or products by the Bank to you.
18.4 If you wish to terminate these Terms or close your account with the Bank under Clause A18.1, you shall transfer all funds out from your account with the Bank, and as the case may be, repay all outstanding amounts and liabilities due to the Bank and/or comply with any other reasonable procedures or requests of the Bank (including closure of any other account with the Bank) before the termination or account closure is effective.
18.5 Upon the termination of these Terms or the closure of your account with the Bank, any amount that you owe to us shall immediately become due and payable.
18.6 If these Terms are terminated or your account is closed for any reason and you do not transfer all funds out from your account, we may proceed to exercise our rights of set-off and consolidation under Clause A13 (Right of Set-Off and Lien) and pay you the net balance in your account by any means in our discretion, and you agree that this shall be a full discharge of the Bank’s liabilities to you in respect of your account and these Terms, and you waive any and all rights or claims you may have against the Bank under these Terms.
18.7 Termination of these Terms do not affect any rights or obligations of any party that arose before the termination, or any liabilities that accrued before the termination.
18.8 This Clause A18 (Account Closure and Termination) shall survive the termination of these Terms.
19.1 You shall provide the Bank with your residential address, Singapore telephone number, e-mail address or any other contact information at which we may contact you, and send you notices and communications. Your residential address may be used by the Bank as your mailing address. We may also provide your residential address, Singapore telephone number, e-mail address or any other contact information to any government authority, regulator, enforcement agency, tax authority, court, tribunal or judicial body if we are required to do so. You must immediately inform us of any change to your contact information.
19.2 The Bank may publish certain notices or communications to you on our website or mobile application. You should check our website or mobile application regularly for notices or communications.
19.3 Any notice or communication that the Bank sends to you will be deemed to be delivered and effective:
- if sent in person, at the time of delivery;
- if sent by post to an address in Singapore, on the second Business Day following the date of posting;
- if sent by post to an address outside Singapore, on the fifth Business Day following the date of posting;
- if sent by SMS or e-mail, at the time of delivery, unless we receive a message delivery failure receipt;
- if sent by push notification through our mobile application, at the time of delivery; and
- if published on our website or mobile application, at the time of publication.
19.4 Notices or communications that you send to the Bank will be deemed to be delivered and effective only when we receive them.
20.1 The Bank may amend any or all of these Terms (including our fees and charges) at any time. We may make such amendments because of changes in the way we provide you with services or products, or other changes in our operations or business, to introduce new features, services or products, because of changes to Applicable Law or to clarify the meaning of these Terms. The Bank will notify you of any amendment. Such amendment will take effect on the date we specify in the notice to you. The Bank may introduce additional terms and conditions governing new features, services or products without giving you any advance notice. Nonetheless, we will use reasonable endeavours to provide you with 30 days' advance notice for any amendment relating to our fees and charges and your liabilities or obligations, unless the amendment is clarificatory in nature, required for compliance with Applicable Law (which may take effect immediately) or time sensitive, or it is not practicable to do so.
20.2 The Bank may introduce additional Specific Terms that apply to the provision of new services or products without giving you any advance notice. Any such Specific Terms will take effect from the date we agree to provide you with the relevant new service or product.
20.3 If you continue to use any service or product provided by the Bank to you after having been notified of amendments to these Terms, you are deemed to have agreed to and accepted the amendments. If you do not accept any such amendments, you must discontinue your use of the Bank’s services or products and terminate your banking relationship with us with respect to such relevant service or product in accordance with these Terms.
21.1 The Bank is entitled to assign or transfer any or all of our rights or obligations under these Terms to any person without notice to you and without your consent.
21.2 You may not assign or transfer any part of your rights or obligations under these Terms without our prior written consent.
22.1 A third party who is not a party to these Terms shall have no rights under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce or enjoy the benefit of any provision of these Terms.
23.1 A failure or delay by the Bank in exercising or enforcing any power or right under these Terms, or in enforcing compliance with any provision of these Terms, shall not operate as a waiver or release by the Bank, and the Bank is not prevented from exercising or enforcing any such power or right.
24.1 If any provision of these Terms is, or becomes, illegal or otherwise invalid or unenforceable in any way, such illegality, invalidity or unenforceability shall not in any way affect or impair any other provision of these Terms, and these Terms shall be interpreted as if such illegal, invalid or unenforceable provision was varied so that it is legal, valid and enforceable or as if such illegal, invalid or unenforceable provision was not part of these Terms.
25.1 These Terms set out the entire contractual agreement between the Bank and you in connection with the provision of services or products by the Bank to you. These Terms supersede any other agreement, understanding, notice, statement or representation, whether oral or written, in relation to any services or products of the Bank.
26.1 These Terms shall be governed by and interpreted in accordance with Singapore law.
26.2 You agree to submit to the exclusive jurisdiction of the Singapore courts. You may only bring an action or proceeding against the Bank in the Singapore courts. The Bank may bring an action or proceeding against you in the courts of any jurisdiction, including any jurisdiction where you may be resident or where you may own assets.
27.1 Any originating claim, statement of claim, originating application or any other notice or document relating to legal proceedings shall be deemed to be sufficiently served on you if sent in person or by post to your last known address in our records.
27.2 Nothing in this Clause A27 (Service of Legal Process or Documents) shall affect or limit our rights to serve any legal process or documents on you in any other manner allowed under Applicable Law.
28.1 The table below sets out the meaning of the following capitalised words when used in these
Terms.
“Applicable Law”
means any and all applicable laws, regulations, guidelines, codes or rules, including industry guidelines, codes or rules, whether in Singapore or elsewhere, and whether having the force of law, as amended, modified, varied or re-enacted from time to time.
“Business Day”
means any day on which banks in Singapore are generally open for business.
“Customer Information”
means any information relating to you, including your Personal Data and other personal information, and information on your accounts and transactions, that the Bank has in connection with the provision of services or products to you.
“Data Privacy Policy”
means our data privacy policy as (i) set out at the following URL: www.gxs.com.sg/data-privacy, or (ii) made available through our mobile application.
“Event of Default”
means any event that gives the Bank the right to terminate these Terms or the provision of any service or product to you under Clause 18 (Account Closure and Termination), any Specific Terms or otherwise.
“Loss”
means any losses, damages, costs (including legal costs on a full indemnity basis), expenses, liabilities, taxes, charges, suits, proceedings, actions, claims, any other demands or remedies of any kind, whatsoever and however caused, whether arising under contract, tort or otherwise, and including any lost profits, earnings, business, goodwill or opportunity, any costs or expenses incurred to protect or enforce legal rights, whether or not foreseeable, and whether direct, indirect or consequential.
“Notifications”
shall have the meaning defined in Clause A3.1.
“Personal Data”
means any information (whether true or not) which identifies or that relates to an individual.
“PIN”
means the personal identification number for any service or product provided by the Bank.
“Related Entity”
in relation to an entity, means any holding company, subsidiary, affiliate, related corporation or other related entity of the first entity.
“Statements”
shall have the meaning defined in Clause A3.1.
28.2 In these Terms, unless the context requires otherwise:
- the headings shall be ignored in interpreting the provisions of these Terms;
- any reference to a Clause shall be to a Clause of these Terms – references to a Clause number prefixed bythe Section number shall be a reference to a Clause in that Section (e.g.Clause A1 refers to Clause 1 of Section A);
- any reference to “you” shall include the individual in whose name an account is maintained with the Bank, the individual offered a product or service by the Bank, and (as the context may require) any legal representative or Authorised Person.
- any reference to a person shall include body corporates, unincorporated associations, partnerships, trusts and other bodies of persons;
- the word “includes” or “including” shall be understood to mean “includes without limitation” or “including without limitation”;
- any reference to actions or acts shall include failures to act; and
- any reference to any statute, regulation, guidelines, code or rules shall be a reference to such statute, regulation, guidelines, code or rules as may be amended, modified, varied or re-enacted from time to time.
B. Invest Account
This Section B (Invest Account) sets out the terms and conditions on which the Bank provides you with an invest account.
1.1 To open an invest account, you:
(a) must be at least 18 years old;
(b) must be a resident in Singapore;
(c) must meet such other requirements that the Bank may specify from time to time.
1.2 You shall be allowed to hold and maintain only one personal, single name invest account with the Bank. If you attempt to open or maintain more than one invest account with the Bank, this shall be a breach of your obligations under these Terms and the Bank shall have the right to terminate these Terms and close your account(s) with the Bank in accordance with Clause A18 (Account Closure and Termination) and Clause B4 (Account Closure), or the right to combine and consolidate your accounts in accordance with Clause A13 (Right of Set-Off and Lien).
2.1 The invest account is for the purposes of making investments in Funds that are specified by and acceptable to the Bank, using funds from your designated deposit account in your own name that is maintained with the Bank or your preferred bank account in your own name that is held with a third party bank and that is acceptable to the Bank (a “Designated Account”).
2.2 When you make an investment using funds from your designated deposit account maintained with the Bank, the Bank will process the purchase by debiting the purchase amount from the Main Account of your savings account. You authorise the Bank to process the transaction by debiting the corresponding amount from the Main Account of your savings account.
2.3 When you sell or redeem an Investment, the proceeds from such sale or redemption will be credited into the Main Account of your savings account, subject to the maximum balance amount of your savings account as referred to in Clause B5 of the Deposit Account Terms (Minimum and Maximum Balances). To ensure that you receive the sale or redemption proceeds upon the successful sale or redemption, you must ensure that the balance in your savings account will not be greater than its maximum balance amount if the sale or redemption proceeds are credited to you in full. If, at the time of successful sale or redemption, the maximum balance amount in your savings account has been reached for any reason, or the crediting of the sale or redemption proceeds in full will cause such maximum balance amount to be reached, you will not be allowed to receive the sale or redemption proceeds (in full or in part) unless the balance in your savings account will not be greater than its maximum balance amount if the sale or redemption proceeds are credited to you in full and in accordance with such re-crediting date or schedule as the Bank may prescribe.
2.4 The Bank, the Fund Manager and/or Intermediaries may impose charges in connection with your Fund investment, including but not limited to every Fund transaction. Such charges are determined by the Fund Manager, the Intermediaries and/or the Bank from time to time.
2.5 If we are not satisfied that the monies received from you came from a Designated Account, we shall reserve the right to reject or refund such monies to the account from which the monies were remitted to us.
2.6 We shall only pay monies to the Designated Account. We reserve the right to withhold such payments if:
(a) we are not satisfied that the monies will be paid to such Designated Account;
(b) the payment of such monies is to be made to the Main Account of your GXS Savings Account and such payment will result in a breach of the maximum balance amount as referred to in Clause B5 of the Deposit Account Terms (Minimum and Maximum Balances).
2.7 As we may use or engage Intermediaries to execute your instructions, orders and transactions, our obligation to credit your invest account or the Designated Account with any Investments or monies is subject to our receiving such Investments or monies from Intermediaries or any other third parties.
2.8 The Bank acts as an agent for you in respect of our execution of all instructions, orders and transactions in respect of Investments carried out through your invest account and all actions taken by us on your behalf, including the collection, delivery and receipt of Investments or monies in relation to any Investments and the purchase or sale of Investments, unless we inform or agree with you otherwise. This means that you are principally liable for and shall assume all risks associated with such Investments.
2.9 You are responsible for making your own investment decisions, and whether to invest in, continue to hold, sell or redeem your Funds or Investments. The Bank does not act as a financial adviser and does not offer any investment or financial advice of any nature. You must ensure that any investment you make is suitable and appropriate for you in light of your own investment objectives, financial situation or particular needs, and you must consult your own financial or other professional advisers if necessary or appropriate. You acknowledge that you are able to bear the risks of any Losses that you may incur on your investments, including potentially losing your entire investment amount. The Bank is not responsible for the performance, or any act, omission, insolvency, negligence, failure, delay or default of any Fund Manager, and shall not be liable for any Losses that you may incur from your Fund investments.
2.10 All Funds distributed by the Bank and that the Bank may purchase or transact on your behalf are collective investment schemes that are authorised or recognised under the Securities and Futures Act and that are permitted to be distributed or sold to residents in Singapore only, and are not available for distribution or sale to you if you are a U.S. Person or are not resident in Singapore.
3.1 We may, in our sole and absolute discretion, accept, rely upon, and act upon any instruction from you to us, for the purposes of these Terms (including without limitation the holding, purchase, sale, subscription, redemption, transfer or cancellation of any Investment), provided such instructions are given to us through means that are stipulated in Clause A2 (Instructions).
3.2 By submitting any instruction for any Investment to us (including without limitation a buy order for any Investment), you are deemed to have read, understood and accepted, and you agree to, and will ensure that you will fulfil, comply fully with and be bound by, all of the terms and conditions of the Fund Documents, as may be amended, modified, or supplemented from time to time, including without limitation the structure of and the terms and conditions applicable to the Investment (such as capital commitment, investor requirements, and any conditions or restrictions on subscription, holding, switching, transfer, cancellation, disposal and redemption and/or any other restrictions or conditions) and accept any and all risks associated therewith.
3.3 You agree that we may aggregate your order with that of our other customers. You acknowledge and agree that, to the extent permitted under Applicable Laws, we may, in our sole and absolute discretion, allot or distribute your Investment pursuant to such aggregated order amongst you and other customers in any manner as we may deem appropriate and you shall be bound by any such allotment or distribution (notwithstanding that it may be less than the amount of Investment specified in your order). You accept that such allotment or distribution by us may result in Losses to you and you accept the risk thereof, and any such Losses, as being for your account.
3.4 We shall have the sole and absolute discretion to accept and partially execute any order to ensure that the relevant limit or restriction imposed is not breached, or to entirely reject such order. Without limitation, we may reject any purchase order if you do not have sufficient cleared funds in the Designated Account to meet the purchase price and any applicable fees and charges.
3.5 Please note that buy and sell orders are subject to (i) the cut-off times; and (ii) the minimum number of units and/or minimum amount per order, as determined by us in our sole and absolute discretion and as specified in our mobile application and/or the Fund Documents. If there is any inconsistency between the (i) the cut-off times; and (ii) the minimum number of units and/or minimum amount per order as specified in the Fund Documents and our mobile application, the cut-off times and minimum number of units and/or minimum amount per order as specified in our mobile application will prevail. In placing orders with us, you hereby agree and warrant that you will not exceed any limits or breach any conditions or restrictions, whether imposed by us, the Fund Manager, any Intermediary or pursuant to any Applicable Laws.
3.6 Buy or sell orders received by us on any Dealing Day before the relevant cut-off time (as may be determined by us in our sole and absolute discretion and specified in our mobile application and/or the Fund Documents) may be consolidated with other orders (if any) for placement with the relevant Fund Manager or Intermediary on the same Dealing Day. Buy or sell orders received after the aforementioned relevant cut-off time shall be deemed to be an order received by us on the next Dealing Day and shall only be placed with the relevant Fund Manager or Intermediary on the next Dealing Day.
3.7 For buy orders, the investment amount will be debited from the Designated Account as specified in the order (where applicable). If there are insufficient monies in your Designated Account or where payment is not completed, the order will not be placed by us. There may be delays in the processing of your order (including but not limited to technical, administrative or operational errors in processing, errors in details of the Designated Account (such as the payer’s name and account number) or any other type of error, delay or failure otherwise), and you acknowledge and agree that the Bank shall not be responsible or liable for any Losses that you may incur as a result of such delay.
3.8 For sell or redemption orders, the sale or redemption proceeds will be credited to the Designated Account as specified in the order. There may be delays in the payment of your sale or redemption proceeds (including but not limited to technical, administrative or operational errors in payment, errors in details of the Designated Account (such as the payee’s name and account number) or any other type of error, delay or failure otherwise, or circumstances relating to the Designated Account (e.g. if the Designated Account is subject to a maximum balance or limit and the crediting would cause the balance in the Designated Account to exceed the maximum balance or limit)), and you acknowledge and agree that the Bank shall not be responsible or liable for any Losses that you may incur as a result of such delay.
3.9 You will not be able to revoke your order once your order has been successfully submitted to us, unless such order is your first purchase of the Investment, in which case you can exercise your right of cancellation in relation to the Investment in accordance with these Terms.
3.10 There may be situations in which we may not be able to execute your instruction. Additionally, we may (but are not obliged to), without prior notice or providing any reason, disregard or refuse any instruction, suspend or delay acting on any instruction, refuse to provide or allow you to use the invest account, reverse or interrupt any transaction on the invest account, or process or execute only some or part of any instruction, including if:
(a) we are of the reasonable opinion that the instruction is inconsistent, wrongly denominated, incomplete, incorrect, misleading, unclear, conflicting, fraudulent or not given in a manner specified by us;
(b) it is unreasonable and impracticable to do so;
(c) it is against our business practice or any internal policy or procedure;
(d) it is against any Applicable Law (including the regimes governing the prevention of money laundering, the financing of terrorism, tax matters and any economic and trade sanctions imposed by any regulator in any jurisdiction where we operate in or by any supranational organisation, official body including, but not limited to, Singapore, the United Nations, the United States and the European Union);
(e) we believe that the instruction may be fraudulent, forged, or unauthorised or otherwise have doubts concerning the authority of the party instructing us;
(f) you have not provided us with all documents, verification, information, and/or assistance that we require;
(g) the processing or execution of the instruction is inconsistent with ordinary banking practice;
(h) you are not eligible or permitted to invest in the Fund;
(i) there are insufficient monies in your Designated Account from which the investment amount will be debited, there are insufficient Investments in your invest account to effect a sell order or the outstanding amounts and liabilities that you owe to us, whether under these Terms or otherwise, exceed the value of the monies in your accounts with the Bank or the value of Investments in your invest account;
(j) the invest account is closed, suspended, frozen, or otherwise inaccessible for any reason; or
(k) there are circumstances beyond our control that prevent the instruction from being carried out.
3.11 Under no circumstances shall we be liable to you for any Losses incurred as a result of any such inaction, action, rejection or delay. You shall, at all times, keep us fully indemnified against all Losses referable to any such inaction, action, rejection or delay.
3.12 You acknowledge that the Fund Manager or any Intermediary which receives the order from us is not obliged to accept the order in part or whole. We shall not be liable or responsible for any Losses incurred as a result of action, inaction, rejection or delay on the part of the Fund Manager or any Intermediary in respect of any order.
3.13 If we or the Fund Manager or any Intermediary rejects any instruction to purchase or subscribe for any Investment, any investment amount received shall, subject to Applicable Laws, be refunded without interest to you by credit to your Designated Account within a reasonable time as determined by us and/or the Fund Manager or Intermediary.
3.14 You acknowledge that the buy and sell prices of the Investment are determined by the Fund Manager in accordance with the Fund Documents. Accordingly, any buy or sell price or value quoted by us to you is indicative only and not conclusive until confirmed by the Fund Manager. You hereby agree that in placing your buy or sell order, the applicable buy or sell price in relation to your order may be different from the indicative prices quoted by us.
4.1 If you wish to close the invest account, you are required to instruct us through specified channels as notified by us to you and be responsible for arranging for the sale of all the Investments in your invest account or, where applicable, transferring all Investments in your invest account to a third party custodian or financial institution that is acceptable to the Bank, before closure of the invest account can be effected.
4.2 You agree and acknowledge that we have the right to close the invest account pursuant to Clause A18 (Account Closure and Termination). Where we exercise our rights to close the invest account, we shall also have the right to sell, redeem or otherwise liquidate all the Investments held in your invest account at the prevailing price or at any other price at which the Bank deems appropriate in its sole and absolute discretion and pay the proceeds to the Designated Account. You hereby consent to any such sale, redemption or liquidation, and acknowledge and agree that: (a) the payment of the proceeds from such sale, redemption or liquidation shall be a discharge of all of the Bank’s liabilities to you in respect of the Investments, and (b) such sale, redemption or liquidation may be at a lower price than the price at which you purchased the Investments, and that you therefore may incur a Loss as a result, and the Bank shall not be responsible or liable for any such Loss that you may incur as a result.
5.1 You authorise us to perform all acts, on your behalf or otherwise, at any time, which are in our sole opinion necessary or desirable to enable us to perform our duties and/or exercise our rights under these Terms and/or to comply with the provisions of any Applicable Law.
5.2 You hereby irrevocably appoint and authorise us and such persons duly authorised by us severally to act as your attorney (with full rights of substitution) with full authority to be your true and lawful attorney and to in your name do on your behalf all things you could have done for the purposes of:
(a) carrying out any transactions for your invest account or any of your instructions;
(b) executing your order(s) for any Investment or providing any service to you;
(c) discharging any of our obligations to you under these Terms;
(d) acquiring, holding in custody, disposing of or otherwise dealing with your Investments on your instructions;
(e) doing all things as may be required for the full exercise of all or any of the powers hereby conferred upon us or as we may consider expedient in connection with the dealing, custody of or otherwise transacting in Investments and/or any transaction; and/or
(f) doing any and all things which in our opinion is necessary or desirable to preserve or enforce our rights under these Terms.
5.3 You undertake to ratify and confirm, and hereby ratify and confirm, all that we may do or cause to be done pursuant to this power of attorney on your behalf.
6.1 We may use or engage intermediaries, such as a broker, sub-custodian, and/or other third party (each an “Intermediary”) to, directly or indirectly:
(a) purchase or sell your Investments;
(b) assist us to hold or custodise any of your Investments; and/or
(c) assist in or facilitate the provision of any service or product to you in connection with these Terms.
6.2 Provided that we have used reasonable care and acted in good faith in the selection of such Intermediary, you agree we shall have no liability or responsibility for any act, omission, insolvency, negligence, failure, delay or default of any Intermediary. Our Intermediaries may also appoint further custodians, sub-custodians, trustees, registrars, administrators, nominees and/or agents (each a “Sub-Intermediary”) as may be necessary or expedient in connection with the provision of services or products to you. You agree that we shall have no liability or responsibility in relation to any actions taken by such Sub-Intermediaries or these further appointments by our Intermediaries which are beyond our reasonable control.
6.3 You agree and consent to the Bank receiving and retaining for its own account commissions, trailer fees, retrocessions, rebates, remuneration or other monetary or non-monetary benefits from Intermediaries, Fund Managers and other third parties, notwithstanding whether there may be any conflicts of interests and subject to Applicable Law. The Bank shall not be liable to account to you for any such commissions, trailer fees, retrocessions, rebates, remuneration or other monetary or non-monetary benefits that we may receive.
7.1 In addition to the representations and warranties given by you under Clause A7 (Your Obligations) to us, you hereby represent and warrant that the following are true and accurate at the time you first open your invest account with the Bank, and on a continuing basis:
(a) are not a U.S. Person;
(b) accept any and all risks in connection with the access and use of the invest account and in connection with any and all Investments purchased, redeemed or sold or otherwise transacted in;
(c) have the experience necessary to evaluate and understand the financial, investment and other risks involved in your Investment;
(d) have the financial means to bear all economic consequences and risks of your Investments and to the extent necessary, have consulted your own tax, legal, financial and other advisers;
(e) are not the subject of any litigation, investigation, legal or criminal proceedings; and
(f) are solvent, and no bankruptcy or similar proceedings, nor any litigation, arbitration, administrative or other proceedings with respect to your assets have been commenced by any person nor are any of the foregoing intended or anticipated by you; and
you shall notify us immediately if any of the representations set forth above or elsewhere in these Terms is no longer truthful or accurate or if you are otherwise in breach of any of the terms of these Terms.
7.2 You agree and undertake to promptly do all such acts, provide us with all such assistance and information and do all such acts or execute all such documents as we may reasonably specify (and in such form and substance as we may require), whether or not it is in connection with your account with the Bank or any service or product provided by the Bank, and whether in order for us to comply with all Applicable Laws or otherwise.
7.3 You acknowledge and agree that we, any Intermediary and/or the Fund Manager shall have the right to sell, redeem or otherwise realise your Investment if any representation and/or warranty given by you in connection with these Terms is or turns out to be untrue, and we shall not be liable for any Losses that you may incur as a result.
8.1 All materials and contents relating to Investments on our website or mobile application are generic and strictly for information purposes only and do not constitute the distribution of any information or the making of any offer or solicitation of any Investment in any jurisdiction in which such distribution or offer is not authorised or to any person to whom it is unlawful to distribute such information or make such an offer or solicitation. The information provided on our website and mobile application is intended for general circulation and/or discussion purposes only, and shall not be considered or construed as an offer, recommendation, inducement, solicitation or investment or financial advice to buy or sell or otherwise transact in any Investment and shall not be transmitted, disclosed, copied or relied upon by any person for whatever purpose.
8.2 Any description of any Investment on our website and mobile application (“Product Description”) is qualified in its entirety by these Terms and where applicable, the Fund Documents. Nothing in our website or mobile application constitutes accounting, legal, regulatory, tax, financial or other advice, and does not take into account the specific investment objectives, financial situation or particular needs of any particular person. The Product Descriptions are provided for general information only, and you should seek your own independent financial, professional or other advice at all times and obtain independent verification of the Product Descriptions and review the Fund Documents before making any investment decision based on any such Product Descriptions.
8.3 The information on our website and mobile application has not been reviewed by the Monetary Authority of Singapore (“MAS”).
8.4 We may provide the following types of information about the Funds to you via various channels as we deem appropriate:
(a) statistical information, including but not limited to, information on the past performance of the Funds;
(b) prices of the Funds which are based on historical or indicative pricing;
(c) projected returns which are not indicative of future performance and not guaranteed; or
(d) any other information produced and provided to us by the Fund Manager or Intermediaries.
8.5 The information provided to you in relation to the Funds contains information produced and provided by the relevant Fund Manager or Intermediary to us. We do not guarantee or endorse the accuracy, adequacy, reasonableness, reliability and/or completeness of information provided by the Fund Manager or Intermediary or that the information is up-to-date, or that such information has been independently verified by us. We disclaim liability for any errors, omissions or inaccuracies in such information.
8.6 Any forecasts or projections or forward-looking statements made, whether by us or any other party, in our website or mobile application are not indicative of future or likely performance, future events or future financial performance of products, countries, markets or companies. These statements are only predictions and actual events or results may differ. Please make your own assessment of the relevance, accuracy and adequacy of the information contained in our website and mobile application. You are advised to make your independent investigations as may be necessary or appropriate for the purpose of such assessment. Any opinion or estimate contained in our website and mobile application is made on a general basis and neither us nor any of our employees or agents or the Fund Manager or any Intermediary has given any consideration to nor have they or any of them made any investigation of the investment objective, financial situation or particular needs of any user or reader, any specific person or group of persons. Accordingly, we expressly disclaim all liability for your use or interpretation of, or reliance on, any information found in our website or mobile application or for any Losses arising whether directly or indirectly as a result of you acting on any information, opinion or estimate found in our website or mobile application. You are solely responsible for decisions made based on or in reliance on the information contained in our website or mobile application and you agree to hold us harmless against all and any claims for Losses arising from any decisions that you make based on or in reliance on such information.
8.7 You agree that we shall have no liability whatsoever for any error or misstatement or omission in any Fund Document or any Losses suffered or incurred by you in connection with any transaction entered into or steps taken or omitted to be taken by you on the basis of or in reliance on any Fund Document.
8.8 You acknowledge and agree that your investment in the Fund(s) is made solely on the basis of or in reliance on the information contained in the relevant Fund Documents. You further acknowledge and agree that all other information or representations not contained in the relevant Fund Documents must be regarded as unauthorised and must not be relied on.
8.9 Our distribution of the Fund(s) does not represent our recommendation of any Fund. For the avoidance of doubt, we do not provide any financial advisory service and do not provide any investment or financial advice concerning any Fund to you, whether directly or through publications or writings, and whether in writing, electronic, print or other form.
9.1 In addition to and without prejudice to any rights we may have under Applicable Laws, these Terms or otherwise, all of your Investments in the invest account, including any dividends, payments or other proceeds, and any rights or interests, relating to such Investments, shall be subject to a first fixed and floating charge, pledge and general lien in favour of, and shall be assigned absolutely to, us, and we may at any time sell, redeem or otherwise liquidate your Investments and apply the proceeds towards payment and satisfaction of all or part of any obligations or liabilities owing by you to us in any manner whatsoever.
9.2 You agree and acknowledge that our Intermediaries may also claim a lien, right of retention or sale over any Investments as may be held by such Intermediaries.
10.1 You agree and acknowledge that:
(a) we shall be entitled in our sole and absolute discretion to make arrangements as we may think fit for the holding and custody of your Investments, including our holding of the Investments as your nominee and custodian or the appointment of any Intermediary that is licensed under the Securities and Futures Act to provide custodial services (including without limitation a sub-custodian). We may, whether directly or indirectly (through Intermediaries, Sub-Intermediaries or otherwise), hold Investments purchased for you in an omnibus custody account for the purpose of holding such Investment on your behalf, deposited together with other Investments of our other customers, and such Investments may not be held in your name. This means that your Investments will be commingled with the Investments of our other customers. Given such commingling, the Investments may be registered collectively in our name, the name of the Intermediary, Sub-Intermediary and/or any other third party and your Investments may not be identifiable by separate certificates, or other physical documents or equivalent electronic records. In such case, we will maintain records of your interest in the Investments which have been commingled in the manner as provided in this Clause B10.1 (How Your Investments Will Be Held);
(b) if there are any dividends, interests, rights, benefits or other proceeds in relation to your Investments resulting from such commingling, we shall have the sole and absolute discretion as to the allotment of such dividends, interests, rights, benefits or other proceeds amongst our customers;
(c) in the event of insolvency or default of the Intermediary or Sub-Intermediary, you understand that you may not be able to fully recover your Investments held in the omnibus custody account. You may also be exposed to the Losses of our other customers;
(d) provided that we have selected or engaged such Intermediary in good faith, we shall not be liable to you for any and all Losses suffered or incurred by you as a result of any act, omission or insolvency of such Intermediary or any Sub-Intermediary;
(e) where Investments are denominated in a foreign currency, the Investments may be held in an omnibus custody account with an entity which is licensed, registered or authorised to act as a custodian in the jurisdiction where such Investments are held. In such a case, you understand that the laws and practices relating to custody accounts in the relevant jurisdiction may differ from the laws and practices in Singapore. Such differences mean that your Investments may not enjoy the same level of protection as accorded to Investments that are held in Singapore. Depending on the jurisdiction, this may affect your ability to recover the Investments deposited in the custody account;
(f) you may not receive identical Investments from those deposited in custody. You agree that we are not obliged to return to you any specific Investments and may instead sell the Investments at your expense and transfer to the Designated Account the proceeds of such sale (if any); and
(g) we may (but are not obliged to) withdraw your assets from the custody account and deposit your assets with an approved or recognised clearing house, a member of the clearing facility or a member of an organised market for any of the following purposes:
(i) entering into, facilitating the continued holding of a position in, or facilitating a transaction in any Investment on your behalf on the organised market;
(ii) clearing or settlement of any Investment on the clearing facility; or
(iii) any other purpose specified under the business rules and practices of the approved or recognised clearing house, organised market or clearing facility, as the case may be.
11.1 If you have not provided us with any specific instructions regarding your dividends (if any), and if permitted by the terms of the relevant Fund, dividends declared by the relevant Fund Manager or Fund will be automatically reinvested by default at the predetermined value of units of the Fund set by the relevant Fund Manager or net asset value of the units of the Fund(s) on the day the dividends are officially paid, as the case may be, without any further or fresh authorisation from you.
12.1 We will take reasonable steps to forward to you any notice or communication we receive in respect of your Investments.
12.2 We will not be liable for any Losses arising from any failure to forward a notice or communication correctly or promptly to you, except where such Losses are caused by our save in the event of gross negligence, wilful misconduct or fraud.
13.1 You hereby authorise us or our nominee to exercise or procure the exercise of all rights accruing or vested in you under Applicable Laws in relation to the rights of voting or exercising or participating in any Corporate Action in respect of any Investment held in your invest account as we deem fit in our sole and absolute discretion. You acknowledge and agree that we may at our sole discretion decide not to exercise or procure the exercise of any voting rights or participate in any Corporate Action in respect of the Investments held in your invest account. You acknowledge and agree that we do not guarantee, nor are we able to ensure, that any Corporate Action in respect of any Investment held in your invest account would be in accordance with any instructions you have given to us.
13.2 We may (but are not obligated) to ascertain or inform you with respect to or for taking any action concerning meetings, calls, conversions, offers, redemptions, dividends, coupons, payments or any other similar matters, or to forward or procure to forward to you any notices, proxies or proxy soliciting materials, in relation to the Investments held pursuant to these Terms.
14.1 It shall be your sole responsibility to assert and/or defend your rights pertaining to your Investments in any contentious or non-contentious proceedings with any third party including to obtain any information required in this respect. We shall not be under any obligation to initiate or participate in any judicial action, arbitration proceeding or any other contentious or non-contentious proceedings, whether in Singapore or elsewhere, for the purpose of representing your interest, including, inter alia, any action for damages with respect to the Investments or to provide information or advice on such matters. Should we agree to represent or co-operate with you in any such proceedings, we shall do so only at your sole expense and risk, and you hereby agree to indemnify us in full against any and all Losses arising directly or indirectly by reason of or in connection with such proceedings, including but not limited to all fees for such proceedings and for the lawyers or other professionals retained on a full indemnity basis.
15.1 You shall have the right to cancel your agreement to purchase an Investment in relation to an Authorised Fund (the “Purchase Agreement”) within 7 calendar days from the date on which you have entered into the Purchase Agreement (“Cancellation Period”).
15.2 Where the last calendar day of the Cancellation Period falls on a Sunday or a public holiday, the Cancellation Period shall be extended to the next calendar day, not being a Sunday or a public holiday.
15.3 You are not entitled to cancel the Purchase Agreement if you are an existing participant in the Authorised Fund, and such Purchase Agreement is your second or any subsequent Purchase Agreement, unless such second or subsequent Purchase Agreement was entered into by you within the Cancellation Period of your first Purchase Agreement in respect of the Authorised Fund.
15.4 You can exercise your right to cancel a Purchase Agreement by placing an order to redeem your Investment that is an Authorised Fund on our mobile application, and any such order placed within the Cancellation Period shall be treated as a cancellation. Any submission of the cancellation order is subject to the cut-off times and limits as specified in our mobile application and the Fund Documents.
15.5 Any cancellation order placed successfully on our mobile application before the relevant cut-off time shall be processed on the same day (provided such day is a relevant dealing day). If the cancellation order is placed after the relevant cut-off time, the transaction shall be processed the next dealing day.
15.6 The cancellation proceeds that will be paid to you will be calculated based on the net asset value on the relevant dealing day, and less any applicable expenses incurred by and payable to the Fund Manager (if any).
15.7 There will be no penalty or fees imposed on you by us for the cancellation of the Purchase Agreement.
15.8 You acknowledge that the published prices are indicative in nature and can change during the period between the submission and processing of the cancellation request, and will be subject to the Fund Manager’s confirmation.
15.9 You may choose to redeem your Investment instead of exercising your right to cancel within the Cancellation Period. Where you do so, the redemption will be in accordance with the procedures set out in the relevant Fund Documents, you will not be able to enjoy the benefits of cancellation (i.e. no refund of any initial sales charge will be given for redemption, and levy of a realisation charge is allowed), and the redemption proceeds that you receive may be lower than the amount refunded if you had exercised your right to cancel (if the appreciation in the value of the units in the Fund is less than the initial sales charge).
16.1 If you maintain an investment in a Specified Fund, you will, if you qualify and meet the eligibility criteria, benefit from complimentary insurance coverage underwritten by a third party insurer under a group insurance policy while the group insurance policy is valid and in force, and subject to the terms, conditions and exclusions set out in the Insurance Product Summary. The Insurance Product Summary is available on our mobile application. Please read the Insurance Product Summary carefully.
16.2 The scope of insurance coverage shall be as stated in the Insurance Product Summary and the certificate of insurance which are available on our mobile application. To qualify, you must, subject to the terms, conditions and exclusions of the Insurance Product Summary:
(a) meet the eligibility criteria specified in the Insurance Product Summary;
(b) be a resident in Singapore;
(c) your invest account must be in good standing at the point in time the cause for any claim arose and at the point of such claim thereafter;
(d) meet such other requirements that the Bank may specify from time to time; and
(e) meet such other requirements that the third party insurer may specify from time to time.
16.3 If you do not meet the conditions for having the insurance, the Bank will continue to provide the invest account in accordance with these Terms, save that this Clause B16 (Complimentary Insurance) will not apply.
16.4 The availability of the complimentary insurance coverage is at the discretion of the Bank, and may be withdrawn or discontinued at any time. You should not rely on the complimentary insurance coverage as your sole source of insurance coverage, and should obtain your own insurance coverage as may be necessary or appropriate.
16.5 The Bank is not an insurer, insurance broker or insurance agent, registered or otherwise, and is not an agent of any third party insurer that provides the insurance coverage. The insurance products and services are provided by third party insurers.
16.6 The Bank cannot guarantee that the insurance is suitable for you. We do not offer insurance advice of any nature, and any information which we provide is not offered as insurance advice or recommendations. Any such information which we provide is intended for general circulation and does not take into account the specific insurance objectives, financial situation or particular needs of any particular person. You shall place no reliance on us as giving you any advice or making any recommendations. You should seek your own independent financial, professional or other advice if necessary.
16.7 You agree that (i) we may disclose your information to any third party insurer or any insurance intermediary, in connection therewith (including but not limited to whether you have fulfilled the requirements for complimentary insurance upon your application of claims, your application and processing of claims (if any) relating to the complimentary insurance coverage) and (ii) the third party insurer or insurance intermediary may use the contact information provided herein to contact you regarding this complimentary insurance coverage via an appropriate channel (including by email, telephone or SMS) as the third party insurer may determine at its sole discretion.
16.8 You are responsible for the completeness and accuracy of the personal particulars and all other information provided in connection with the invest account (as such personal particulars and information may be relied on in determining your eligibility for complimentary insurance coverage) and the information provided at the point of submission of your claim. The third party insurer has the right to review and assess your claim before deciding on whether to process your claim, and the processing of your claim shall be at the third party insurer’s sole discretion. The third party insurer’s decision on all matters relating to claims for the insurance coverage shall be final and binding on the claimants. Any disputes over the insurance coverage by the third party insurer should be resolved directly with the third party insurer.
16.9 You are responsible for and agree to bear your own costs or expenses in making claims under the complimentary insurance coverage. The Bank will not be liable for any costs, expenses or purchases you may incur in making such claim or that are not supported by any documentary proof.
17.1 The table below sets out the meaning of the following capitalised words when used in this Section B (Invest Account).
“Authorised Fund”
shall bear the same meaning as ascribed to the definition of “Authorised CIS” under the MAS Notice SFA 04/13-N01 on Cancellation Period for Units in Authorised Collective Investment Schemes, excluding an Authorised CIS that is listed on an approved exchange approved under section 9 of the Securities and Futures Act.
“Cancellation Period”
has the meaning given to it in Clause B15.1.
“Corporate Action”
means matters relating to corporate changes, actual or proposed takeover, offer, sale, merger, compromise, arrangement, bankruptcy, insolvency or administrative proceedings affecting or in relation to any of your Investment(s), relating to any rights for conversion, transfer or exchange of your Investments, relating to shareholders’ meetings, relating to your Investments (including but not limited to changes to the investment objective of the Fund or the investment approach of the Fund Manager, the fees or charges of the Fund, the Fund Documents or the Fund Manager) or relating to any similar matters or rights.
“Dealing Day”
shall, in relation to a Fund, have the same meaning as defined in the Fund Documents for the Fund.
“Designated Account”
has the meaning given to it in Clause B2.1.
“Fund”
means any investment company, unit trust, mutual fund or other collective investment schemes offered to the public in Singapore for purchase and which are distributed by or made available through the Bank.
“Fund Documents”
means legal and other documents to be provided to investors in relation to an offer of any Investment, which may include a trust deed, prospectus, explanatory memoranda, annual and/or bi-annual reports and accounts, notices, circulars, publications, statistical information, fact sheet and product highlights sheet.
“Fund Manager”
means any manager of any Fund(s).
“Insurance Product Summary”
means the product summary setting out the key terms (including eligibility, coverage, benefits and conditions) of the group insurance policy where the Bank is the assured person or policy owner, and where the insured persons are customers of the Bank who meet the prescribed eligibility criteria.
“Intermediary”
has the meaning given to it in Clause B6.1.
“Investment(s)”
means any unit, share or interest in any Fund and, where the context so requires, any instrument evidencing ownership thereof or representing rights to receive, purchase or subscribe for the same, or evidencing or representing any other rights and interest therein.
“MAS”
means the Monetary Authority of Singapore.
“Product Description”
has the meaning given to it in Clause B8.2.
“Purchase Agreement”
has the meaning given to it in Clause B15.1.
“Securities and Futures Act”
means the Securities and Futures Act 2001 of Singapore.
“Specified Fund”
means any Fund specified by the Bank from time to time, where you will, if you qualify and are eligible, benefit from complimentary insurance coverage underwritten by a third party insurer under a group insurance policy if you invest in such Fund through the Bank.
“Sub-Intermediary”
has the meaning given to it in Clause B6.2.
“U.S. Person”
in relation to a natural person, means a United States citizen or resident, a fiscal resident of the United States or a person liable to tax in the United States on any grounds whatsoever.
1. All investments come with risks, and you may lose all or part of your investment. Investments are not deposits and should not be treated as deposits.
2. You acknowledge that you have received, read and understood the relevant prospectus or other offering document and, where applicable, the product highlights sheet or other materials or documents relating to the Fund which you are applying to invest into, and agree to be bound by the prospectus and offering and constitutive documents of the Fund.
3. Past performance of an investment does not necessarily reflect its future performance. Any indicative return and/or distribution rate (where applicable) is for illustrative purposes only, and is not a prediction, projection or forecast of the future performance of the investment. There is no guarantee that the indicative return and/or distribution rate (where applicable) will be achieved. The value of investments and investment returns (including dividends, distributions, income or other returns) may rise or fall.
4. You represent and warrant that you are fully aware of the risks involved in the investment, including the risks set out in these Terms, and you undertake all investments and investment transactions at your sole risk.
5. You are responsible for your own investment decisions. We do not offer investment advice of any nature, and any information which we provide is not offered as investment advice or recommendations. Any such information which we provide is intended for general circulation and does not take into account the specific investment objectives, financial situation or particular needs of any particular person. You shall place no reliance on us as giving you any advice or making any recommendations. You should seek your own independent financial, professional or other advice if necessary.
6. Unless we inform you otherwise, we are acting as your agent in the investment transaction.
7. An indicative price on the net asset value of the Investments is provided at the point of sale. This may differ substantially from the actual net asset value price that you transact in, especially if market movements become adverse.
8. You understand and acknowledge that all transactions, arrangements, entered into and actions taken by us on your behalf will be made by us as your agent, for your sole account and at your sole risk.
9. You understand and acknowledge that your Investments may also carry the following risks:
a. Price fluctuations: The price of the Funds will fluctuate, and as a result, the value of your investment may increase or decrease.
b. Currency risk: Your portfolio will be valued in Singapore dollars. If a Fund’s underlying Investments are in a currency different to the denominated currency of the Fund, there will be foreign exchange risk and the the value of the Fund may be affected adversely by exchange control regulations or changes in the exchange rates between such foreign currency and Singapore dollars, meaning that, for example, even if the value of the Fund goes up, a decline in the foreign currency can potentially reduce your returns when such returns are converted into Singapore dollars.
c. Limits on redemption: The Fund Manager may, in its sole and absolute discretion, limit or suspend redemptions in a Fund for a short period of time. Its purpose is to prevent a run on a fund in times of market stress. You may be unable to redeem your Investments in such a situation.
d. Market risks: Under certain market conditions, it may be difficult or impossible to liquidate or rebalance positions. The value of investments may increase or decrease due to moves in market factors, and these will impact on the net asset value of Funds.
e. Third party intermediaries’ risks: Transactions, including those of the underlying Funds, will be conducted through or with brokers, clearing houses, asset managers, market counterparties and other agents. The assets of the underlying Funds are held by custodians or sub-custodians appointed in various jurisdictions. The underlying Funds will be subject to the risk of the inability of any such counterparty or custodian to perform its obligations, whether due to insolvency, bankruptcy or other causes. An underlying Fund may invest in instruments such as notes, bonds or warrants, the performance of which is linked to a market or investment. Such instruments are issued by a range of counterparties and through its investment, the Fund will be exposed to the counterparty (or credit) risk of the issuer in addition to the investment exposure it seeks. It is possible that the brokers, dealers or asset managers engaged for the underlying Fund may encounter financial difficulties that may impair the operational capabilities of the underlying Fund. If the broker, dealer or asset manager fails or becomes insolvent, there is a risk that the underlying Fund’s orders may not be transmitted or executed, instructions from the asset manager may not be provided to the broker or dealer and its outstanding trades made through the broker or dealer may not settle. This may then affect the performance of the underlying Fund and cause you to lose money on your investment.
f. Liquidity risk: Investments held by the underlying Funds may need to be sold if insufficient cash is available to finance redemptions of the Fund by investors. If the size of the disposals is sufficiently large, or the market is illiquid, there is a risk that the investments might not be sold or the price at which they are sold may adversely affect the net asset value of the Fund.
g. Technology risk: Transactions conducted on an electronic system will be exposed to risks associated with the system including the failure of hardware and software. The result of any system failure may be that your order is either not executed according to your instructions or not executed at all.
1. We are required, pursuant to regulatory requirements, to put in place a best execution policy when executing your buy and sell orders.
2. Best execution refers to placement and execution of customers’ orders for capital markets products (which includes any Investment) on the best available terms (taking into account a range of factors).
3. Best execution applies when we place your orders directly on an execution venue, or with another capital markets intermediary (such as the Fund Manager) or person dealing in capital markets products, for execution.
4. Upon receipt of the buy and sell orders from us, the Fund Manager or administrator or transfer agent of the Fund will process the orders in accordance with the terms and conditions as stated in the Fund Documents.
5. For the avoidance of doubt, the Funds can generally only be bought and sold, directly or indirectly (e.g. through an intermediary), through the Fund Manager or administrator or transfer agent of the Fund and at one price (the net asset value of the Fund) and as such there are no “best available terms” when it comes to placing orders for Investments in Funds as there is no discretion with regards to the execution venue and price, although the fees, charges, expenses and other factors may be different depending on the intermediary (if any) through which the order is executed. If appointing an intermediary, we will choose an intermediary so as to obtain the best possible outcome for you.
6. The Fund Manager will also be subject to the regulatory requirement to put in place a best execution policy in relation to placing or executing orders for investments to be made for the Fund.