1. Introduction
    1. This Account Opening Agreement (this “Agreement”) is a legal agreement between you and PIVOT Fintech Pte. Ltd. (Company Registration No. 201716150D) (“PIVOT”) to use our Services (as defined below).
    2. PIVOT operates a digital investment management business called “SqSave” pursuant to a Capital Markets Services licence granted by the Monetary Authority of Singapore (“MAS”).
    3. By accepting or acknowledging this Agreement digitally, signing up for a SqSave Account or using our Services, you are deemed to have read, acknowledge and accept this Agreement. Your electronic acceptance of the terms of this Agreement has the same effect as if you physically signed this Agreement with us.

    The Summary in this column explains the terms of this Agreement in layman terms. The Summary is not legally binding. You should read and understand the terms of this Agreement which governs our relationship with you. In the event of any conflict between the provisions of the Agreement and the Summary, the Agreement will prevail.


  2. Definitions
    1. In this Agreement, specific words and expressions used shall have the meanings set out below:
    2. The words "we", "us", "our" or any of their derivatives refer to PIVOT, SqSave and its successors and any novatee, assignee, transferee or purchaser of PIVOT and/or SqSave's rights and/or obligations hereunder and any reference to SqSave includes a reference to such successor, novatee, assignee, transferee or purchaser.
    3. The words "you", "your", "yours" or any of their derivatives refer to the person who opened your Account and/or using our Services and shall include, as the context may require, personal representatives (as the case may be).

      "Account"

      means the SqSave account set up for you pursuant to this Agreement;

      "Affiliates"

      has the meaning ascribed to it in clause 17 of this Agreement;

      "Applicable Laws"

      means all applicable local or foreign laws, applicable statutes, rules, acts, regulations, subsidiary legislation notices, notifications, circulars, by-laws, policies, orders, licence conditions, directions, requests, requirements, guidelines, directives, codes, information papers, practice notes, demands, guidance and/or decisions of any national, state or local government, any agency, exchange, regulatory or self- regulatory body, law enforcement body, court, central bank or tax revenue authority or any other authority whether in Singapore or elsewhere, whether having the force of law or not, as may be amended from time to time;

      "Assets"

      means all monies, cash, securities, or other financial instruments or products, and other properties, including all your Investments held with us or through us;

      “Asset Allocation”

      has the meaning as defined in clause 5 of this Agreement;

      "Business Day"

      means a day, other than a Saturday or Sunday or Public Holiday, on which we are open for business (from 9am to 5pm Singapore time), and in the context of Instructions and Transactions involving a foreign element, a day, other than a Saturday or Sunday, when we and the relevant financial markets and institutions in the country concerned are open for business;

      “Customer Knowledge Assessment and Financial Needs Analysis”

      has the meaning as defined in clause 4.3 of this Agreement;

      "FAA"

      means the Financial Advisers Act (Chapter 110) of Singapore;

      "Gift-a-Portfolio"

      refers to an Account service option integrated within the SqSave System, allowing existing SqSave clients to send a gift to another individual (i.e., existing or non-existing SqSave client) subject to Section 6 and other relevant terms and conditions of this Agreement;

      "Giver"

      means the sender or creator of a Gift-a-Portfolio;

      “Goal”

      means the financial objective of your investment decision;

      "Instructions"

      means any communication, instruction, order, message data or information received by us through or pursuant to the SqSave System or otherwise referable to your User Access, and any information delivered to us offline by any methods as we may agree;

      "Investments"

      means any securities or financial instruments which we may purchase or sell on your behalf pursuant to this Agreement;

      "IRAS"

      means Inland Revenue Authority of Singapore;

      "MAS"

      means the Monetary Authority of Singapore;

      "Personal Data"

      has the meaning as defined in the Personal Data Protection Act (2012) of Singapore;

      "Privacy Policy"

      means our policy on the privacy and protection of Personal Data;

      "Recipient"

      means the intended person designated by the Giver to receive a Gift-a-Portfolio.

      “Risk Profile”

      means an evaluation of your willingness and ability to take risks for the purpose of determining a suitable investment asset allocation;

      “SqCash”

      means the sub-account of your Account which holds the cash component of your Assets;

      “SqSave System”

      means the hardware, software, digital communication links including our online platforms such as our website and/or mobile applications or other relevant instruments operated by us for the purpose of providing you Services pursuant to this Agreement;

      "Services"

      means any services provided by us pursuant to this Agreement;

      "SFA"

      means the Securities and Futures Act (Chapter 289) of Singapore;

      "Transactions"

      means transactions in such Investments carried out on your behalf pursuant to this Agreement;

      “User Access”

      means any user identification, passwords and other security credentials assigned to you and required to access and use the SqSave System using your Account.

    This section explains the meaning of words and expressions used in the Agreement.


  3. Account Application to Use Our Services
    1. To use our Services, you must provide such information and documents we may request from time to time, subject to the following requirements:
      1. complete an application form through our website or via other methods as required by us;
      2. receive confirmation directly from us that your application has been accepted and that you may use and access the SqSave System, your Account and/or our Services; and
      3. satisfy any such other criteria as we may determine from time to time.
    2. For avoidance of doubt, we are not obliged to open any Account for you or provide you with any Services even if you meet the requirements.
    3. You shall only apply for one Account and any such Account that we confirm acceptance to you must belong only to you and is not transferable to any other person. You shall not register an Account on behalf of any person other than yourself.
    4. You are deemed to have accepted the terms and conditions of this Agreement upon your first access and use of your Account and/or our Services. After opening an Account with us, you shall be entitled to enjoy the Services which we may provide, subject to any addition, modification, suspension or termination of such Services in accordance with this Agreement.
    5. We may monitor all your use of our Services to detect any improper activity relating thereto. You shall comply in a timely manner with our requests for information, documents and other material requested by us.
    6. You agree to use our Services only for lawful purposes, in accordance with the terms of this Agreement.
    7. We may at our absolute discretion provide alternative means by which you may enjoy the Services outside the SqSave System, which will be subject to such terms and conditions as we may notify you.

    If you wish to use our Services, you must give us certain information that we ask of you.

    We have the right not to offer you our Services.

    Your account must not be used by anyone else. You cannot use it for someone else.

    By your use of Services or Account access, you confirm you agree to our terms and conditions.

    We will monitor your activities. You will use our Services lawfully and cooperate with requests.


  4. Investment Management Services
    1. In accordance with this Agreement, we will provide and manage any number of investment portfolios based on specific and relevant information requested by us and provided by you for specific financial goals set up by you in our SqSave System, or in any other form.
    2. You acknowledge and agree that our Services do not include financial planning, estate planning, tax planning or any other related consultancy/advisory services unless otherwise expressly agreed to in writing.
    3. Before and during the provision of any Services, opening any Account or processing any Transactions for your Account, you agree that we may conduct an initial and periodic review of your risk profile, investment knowledge and experience, financial objectives and other relevant information to assess your specific needs or otherwise generally referred to as “Customer Knowledge Assessment & Financial Needs Analysis". Such information may be requested by us from time to time in such documentation or form that we may prescribe, and when so requested, you warrant and represent to us that any information provided to us is accurate, correct, complete and up-to-date.
    4. You acknowledge and agree that:
      1. you are always solely and personally responsible and liable for accuracy, correctness and completeness of the information provided to us;
      2. when we receive any requested information from you, we are entitled to rely and act, and continue to rely and act, on that information you provide without verifying such information or any further inquiry;
      3. you are solely and personally responsible to update and inform us promptly of any material change in such information;
      4. if you provide us with inaccurate, incorrect, incomplete or outdated information, or do not provide the information so requested by us, we are entitled to make decisions about your investment portfolio based only on the information already provided by you, in which case you acknowledge and agree that you shall be solely responsible if the investment strategy is deemed unsuitable and inappropriate for you. You also acknowledge and agree that we have the right to withhold Services from you at anytime if we are not satisfied that the information provided is accurate, correct, complete and up-to-date; and
      5. if you are deemed not to possess the relevant knowledge or experience to use our Services, we may require you to complete specific prescribed courses or take actions as directed by us or take other steps as we may reasonably require before we proceed to open an Account for, effect any Transactions for or offer Services to you.

    We offer personalized investment management services.

    You agree to provide us with information so that we can assess your investment knowledge, experience and other relevant information to ensure that the Services are suitable for you.

    You are responsible to ensure that the information you provide are accurate and up-to-date. Else, we have the right to stop offering you our Services.

    We may ask you to take certain actions to ensure that it is appropriate for you to use our Services.


  5. Goals, Asset Allocation & Investment Portfolio
    1. Our Services include recommending an allocation of Assets based on your Risk Profile (“Asset Allocation”) for your investment portfolio based on the information you provide us. To access our Services, you shall specify a Goal chosen from our pre-determined list unless otherwise instructed.
    2. Each Goal shall be associated with a recommended Asset Allocation from us. The recommended Asset Allocation is used to determine the composition of the investment portfolio on an ongoing basis aligned to your specified Goal and is based on our understanding of your Risk Profile derived from our chosen methods or as otherwise specified by you based on our chosen definitions.
    3. You are entitled to determine, in your sole discretion, whether to accept, reject or implement any recommendation made by us. You may at any time request to change the Asset Allocation recommended by us by varying your Risk Profile parameters specified by us, and should you do so, you agree that you shall be solely responsible for ensuring that your decision is suitable and appropriate for you.
    4. From time to time, we may recommend or make changes to your Asset Allocation based either on changes in your specific financial objectives and risk, including but not limited to your financial situation and needs or based on our assessment of general economic or market conditions, or any other factors which we consider to be relevant. With your prior consent in accepting the initial recommended Asset Allocation, we may proceed to act on our recommended changes without obtaining further consent from you, and you are deemed to have agreed to our recommended Asset Allocation changes.
    5. You acknowledge and agree that when we recommend such changes, we will rely and act on the information you provided to us previously, and that such information provided by you is without verification or further inquiry by us.

    We make investment recommendations based on information you provide, and you may accept, change or reject any recommendations.

    You agree that any such actions by you means you accept full responsibility should the investments be unsuitable for you.

    You agree to allow us to proceed with any changes that we may recommend to your investments based on the latest information we have about you without obtaining further consent from you.


  6. Gift-A-Portfolio
    1. Gift-a-Portfolio is subject to the terms and conditions of the Agreement. As such, Gift-a-Portfolio will also be subject but not limited to related compliance checks, including those outlined in Sections 12 (Compliance with Law and Tax Implications) and 13 (Know Your Client Requirements) of the Agreement. We have the final right to reject any Gift-a-Portfolio without providing a reason.
    2. Gift-a-Portfolio is an investment and cannot be redeemed for cash.
    3. Delivery of Gift-a-Portfolio is strictly by and through the SqSave System, using email as the primary channel.
    4. The intended Recipient must meet all of our compliance and other requirements for account opening (including those outlined in various sections of the Agreement), failing which the Gift-a-Portfolio will be deemed to have been rejected and refunded back to the Giver.
    5. We are not responsible for any failure to complete the Gift-a-Portfolio process arising from technical or other reasons that may arise from time-to-time, including errors in communications, personal or other relevant details.
    6. The Gift-a-Portfolio amount will stay unchanged as it is uninvested until the Recipient confirms acceptance of the gift. Thereafter, the Gift-a-Portfolio amount stipulated by the Giver will be invested into an “Acorn” goal and its value will fluctuate with the market, which means there is a potential for gains and a risk of loss. As such, Gift-a-Portfolio is subject to the same risks as outlined in Section 9 (Risks) and Schedule 1 – Overseas-Listed Investment Products of the Agreement.
    7. The Giver has the ability to set the risk setting of the Gift-a-Portfolio and the minimum investment period during the online Gift-a-Portfolio process, accessible from the top menu options after logging into their Account. Once set and confirmed to be sent by the Giver to the Recipient, we will not be able to change or modify the settings made by the Giver. Likewise, the Recipient will not be able to change the risk settings, Gift-a-Portfolio amount, or the minimum investment period, if any, so decided by the Giver.
    8. During the minimum investment period, if any, set by the Giver, the Recipient will not be able to withdraw or top-up to the Acorn goal created upon acceptance of the Gift-a-Portfolio by the Recipient.
    9. After the minimum investment period, the Recipient will be able to withdraw from or top-up to the Acorn goal created by the Gift-a-Portfolio. Change of the Acorn goal’s risk settings can only be undertaken by withdrawing to the SqCash component and then transferring into a newly created goal with different selected risk settings.
    10. Gift-a-Portfolio is not intended to be used as a way to transfer money from one person to another. We will monitor transactions for such activity or any other activity that may constitute misuse of the Gift-a-Portfolio service or is potentially suspicious or illegal, and we reserve the right to coordinate and share information with relevant authorities as needed to ensure transactional and system integrity.

    We need to conduct checks on both Giver and Recipient of Gift-a-Portfolio to comply with local laws and to maintain integrity for the service.

    Recipients are subject to the same compliance requirements as any other SqSave Account holder.

    Gift-a-Portfolio’s underlying investments are exposed to same risks as any other Account goal, though you decide the risk level, for your gift Recipient.

    You decide what settings apply to the Gift-a-Portfolio, but once sent we are not able to change any settings.

    Your Gift-a-Portfolio Recipient has full control of what he or she wishes to do with the underlying goal investments after the minimum holding, period if any expires.

    Gift-a-Portfolio cannot be used to send money to another person to withdraw.


  7. Authorisation
    1. Pursuant to the Asset Allocation recommended by us and accepted by you, you hereby acknowledge and agree that:
      1. your Account is a fully discretionary investment service and you will not have any role or right to make investment decisions except for the deposit, withdrawal of your monies from your Account, and the risk profile that is used for each investment portfolio / financial goal;
      2. you authorise us with discretionary powers to withdraw and invest monies in your Account, as your agent and at your sole risk and account, in the Investments;
      3. you understand, acknowledge and accept fully the risks of giving us discretionary powers to manage your Assets and Investments on your behalf;
      4. we are entitled to manage your Assets in your Account accordingly, and we may transact on any market, exchange, and execute counterparty and account opening documentation on your behalf, and take all routine or day-to-day decisions, and otherwise act as we may consider appropriate in our sole and absolute discretion;
      5. we may enter into any kind of Transactions or arrangements for you and invest in any types of Investments or other assets and, without limitation, to close out Transactions, deal with your Assets including selling such Assets, or settling a sale order on your behalf;
      6. all Transactions, arrangements entered into and actions taken by us on your behalf, including the collection, delivery and receipt of funds, Assets, all payments, closing out and unwinding of Transactions, will be made by us as your agent, for your sole account and at your sole risk;
      7. we may determine how Transactions are to be carried out including investment timing and duration, or decide to use or refrain from using measures to hedge against price, currency or interest risks, choose investment instruments which appear appropriate for hedging and use any other measures to optimize returns on existing investments as we may in our absolute discretion, deem fit;
      8. provided always, that the Transactions, arrangements and actions taken on your behalf are in accordance with the recommended Asset Allocation;
      9. subject to our internal minimum threshold of investment size per Account set by us from time to time, we have full discretion to include you into an Asset Allocation with other Accounts for the purpose of reducing costs and expenses accruing to your Account otherwise; and
      10. we may pool your Transactions to be executed with Transactions executed on behalf of our other clients and proprietary accounts for the purpose of achieving economical transaction costs. Therefore, the precise proportion of your Assets allocated to each type of Investment may vary from any Asset Allocation representations we make to you regarding such Investments. Such Assets allocated may be rounded down and truncated to a pre-determined number of decimal places, thereby giving rise to rounding decimals or fractions that may not be directly allocated to any particular client. Any such rounding decimals or fractions that may arise shall be accumulated over time within and as part of our system for disposal as we solely deem fit.
      11. we may conduct activities, whether in the form of promotion(s), marketing or other, which may generate rewards in various form(s) including but not limited to credits, whether in the form of money, vouchers, tokens or any other direct, indirect or potential benefit subject to specific and relevant terms and conditions thereof, pursuant to which we are authorised to credit your investment goal(s) as the need arises.

    You permit us to take all necessary actions on your behalf such as transactions with respect to any buying or selling of investments in your Account.

    You permit us to aggregate sales and purchases of investments that we execute on your behalf with other clients. You accept that there will be variations between the intended proportion of various assets and what is actually achieved.


  8. Money Transfers
    1. Pursuant to the Services we provide under this Agreement, you will be required to directly transfer and deposit monies into an account specified by us to fund your Asset Allocation and to effect Transactions.
    2. For the purposes of depositing monies received for your Account which are denominated in a foreign currency, we may maintain a bank account with a bank in Singapore or overseas.
    3. We may set minimum thresholds, from time to time, for money transfers to and from your Account, and which may vary depending on the currency in which the money transfer is being made and/or requested.
    4. We are entitled to convert any sum received by us (whether for credit into your Account or in payment of any sum due to us) to the currency of your Account or the currency in which payment is to be made at a rate of exchange determined by us at the relevant time.
    5. We may, at any time at a rate determined by us in our sole and absolute discretion, convert any amount in any Account or standing to your credit to any other currency for the purposes of carrying out your Instructions or exercising our rights under this Agreement. Exchange rate losses and the costs of conversion shall be borne by you.
    6. Each Goal in your Account may only be funded in one specified currency. If the inward money transfer to a specified Goal is in a currency other than the currency already set up for the Goal, we reserve the right to reject the inward money transfer or to effect the money transfer by first converting the inward money amount to the currency of the specified Goal, and any costs incurred shall be at your expense.
    7. Any withdrawal from a specified Goal in your Account may be done only in the currency of that specified Goal.
    8. If the sum of money to be withdrawn from any specified Goal, requested by you or otherwise, in your Account exceeds ninety per cent (90%) of the market value of the investment portfolio associated with that Goal, we reserve the right to withdraw the full and entire sum in that Goal.
    9. We may hold monies received for your Account in an omnibus account together with monies we hold for other clients including proprietary monies. You will be able to see the cash holdings of your Account in a sub-account called “SqCash”.
    10. Monies transferred from your Account to your designated bank account, and from your designated bank account to your Account may incur fees, charges, expenses or other form of costs including but not limited to foreign currency related costs and bank remittance related charges, and you hereby acknowledge and accept that any such costs incurred by you will be borne by you without recourse to us.
    11. Where there are fees, charges, expenses or other form of costs incurred by us to transfer monies from your Account to your designated bank account or from your designated bank account to your Account, whether at our discretion or on your Instruction, you acknowledge and accept that such costs incurred by us in whatever form may be payable directly by you, charged to your Account, debited from your Assets or paid through the sale of Investments.
    12. We shall only accept and/or remit monies received from / to bank accounts belonging to you and you only in single name. If we doubt or cannot verify that the monies deposited by you came from bank accounts belonging to you, we shall have the right to refuse Services and to return such monies to you, subject to Applicable Laws. If we doubt or cannot verify that the bank accounts designated to receive the remitted monies belong to you, we shall have the right to refuse Services and to withhold such remittance of monies, subject to Applicable Laws. Notwithstanding the foregoing, we will make exception(s) when there are proper written instructions authorized by you and if we assess that the proposed money transfer has a legitimate or economic basis.
    13. For avoidance of doubt, even with clear proof that a bank account designated by you does indeed belong to you, we are not obliged to accept, receive or remit monies, whether at our discretion or on your Instruction, if your designated bank does not meet our internal criteria to be on our list of approved banks.
    14. You acknowledge and agree that money transfers particularly withdrawals from your Goal(s) in your Account is not immediate and will take time, subject to the exigencies of normal business practice. Until money transfers are documented and evidenced, we are not liable for any action or the lack thereof in relation to our Services.

    You agree to remit and hold your monies in a bank account specified by us, together with funds from other clients.

    All inward and outward money transfers can only be made with a bank account bearing your name. Else, we may be required by Applicable Law to withhold such monies.

    You will bear all costs related to the inward and outward movement of monies from and to your Account.


  9. Brokerage and Custody
    1. You accept and agree that Investments pursuant to your Asset Allocation may be purchased or sold through or by any of our nominee, agent or broker, and where we use a broker to execute and/or clear your Transactions, we may have to accept sole and principal responsibility to the broker for the executed Transaction although we are your agent.
    2. You accept and agree that we will have full discretion as to the use of brokers to execute your Transactions. We will use brokers whom we reasonably believe will provide "best execution", timely and accurate reports, and relevant information when requested. The determination of best execution is not the lowest possible cost but whether the brokers can deliver good qualitative execution, taking into consideration the full range of a broker's services. Accordingly, while we seek competitive cost, the use of our brokers may not necessarily get the lowest possible commission rates for your Transactions.
    3. For avoidance of doubt, we may purchase or sell the same Investments for several clients at approximately the same time, or we may combine or "batch" such Transactions to obtain best execution, to negotiate more favourable Transaction costs or to allocate equitably among some or all our client Accounts. We may execute the purchase and sale of similar Investments across different clients, in whole or in part, without using a broker and thereby, reduce execution costs. Accordingly, Transactions may be bulked and settled based on fair and reasonable calculated or reference price(s) of the specific Investments and may be allocated among multiple client Accounts in proportion to the purchase and sale orders placed for each client Account on any given day.
    4. You hereby indemnify us against any and all actions which we deem in good faith necessary to ensure that we will not be in default of our obligations or responsibilities under this Agreement. Our foregoing right shall apply even though as between you and us, you may be in actual or anticipatory default. The foregoing indemnity in our favour is in addition to any other right that we may have whether expressly provided as between us or implied by law.
    5. As we may have accepted principal responsibility and/or liability to brokers, you acknowledge and agree that there is a risk that such brokers may regard any Investments which we purchase on your behalf, as investments for our own account, with possible instances of prejudice to you such as the risk that the brokers may use your Investments to satisfy our obligations or obligations of our other clients. You hereby accept and agree that this is a necessary risk of using our Services.
    6. You acknowledge and hereby agree that:
      1. we may hold Investments purchased for you in an omnibus account in-house or with another broker/ custodian/ nominee/ exchange/ clearing house aggregated with other Investments of our other clients;
      2. if we have engaged any such broker/ custodian/ nominee/ exchange/ clearing house 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 any such broker/ custodian/ nominee/ exchange/ clearing house;
      3. where Investments are denominated in a foreign currency, the Investments may be held with any entity engaged by us which is licensed, registered or authorised to act as a custodian in the country or territory where the Assets are held, and the omnibus account is maintained;
      4. your Investments may be treated as fungible with other Investments in the omnibus account and therefore, we are not obliged to deliver any specific Investments to you and may instead sell the Investments at your expense and transfer any proceeds to credit balance in your SqCash account.
      5. your Assets may be held by third-party custodians engaged by us at our full discretion, and in such cases, you are deemed to have fully authorized us to give Instructions to such third-party custodians with respect to all Transactions pursuant to the Services we provide you.
      6. where you close your Account before the receipt by us of proceeds arising from dividends and/or other corporate actions from any Investment(s) accruing to your Account, such a receipt may be remitted to you provided it is a gross amount of SGD 1.00 (One Singapore dollar) or more (or in equivalent foreign currency amounts as the case may be). Where such a receipt is less than SGD 1.00 (One Singapore Dollar) or in equivalent foreign currency amounts as the case may be, the receipt will be remitted to a holding account for donation to a charity of our choice at the appropriate time of our choosing.

    You agree that we can execute sales and purchases of investments on your behalf through our account held with a broker of our choice.

    You agree that we may aggregate sales and/or purchase of similar investments for you with other clients, including the matching of sales and purchases between our clients, with the main aim of lowering transaction costs.

    In so doing, you acknowledge that we will do so in good faith and you agree to indemnify us from any outcomes that may not be in your favour.

    You accept the risk that our chosen broker(s) may use the investments held by us to satisfy any outstanding claims, which may in turn affect the value and composition of your investments.

    You agree that your investments can be held together with our other clients in appropriate and suitable providers, whether in-house or external, and without direct ownership, so long as there is proper attribution and accounting for your share of the investments. However, we shall not be held liable for actions of any such providers, local or overseas, that result in losses to you.


  10. Risks
    1. We do not guarantee the future performance of your Assets. You agree that Transactions made pursuant to our recommended Asset Allocation for and on your behalf involve substantial risks arising from and related to among others, market, currency, economic, political and business risks, and that those Transactions will not always be profitable.
    2. There is no guarantee that Asset Allocation pursuant to the Services we provide you will necessarily produce the intended results. The price of any security or the value of an entire asset class can decline for a variety of reasons outside of our control. High volatility and/or the lack of deep and active liquid markets may prevent selling Investments at all, or at an advantageous time or price because of difficulty in finding a buyer and may be forced to sell at a significant discount to market value. You agree that we shall have no liability for any losses in your Account or Assets.
    3. In using our Services, you acknowledge and accept that you are solely responsible to be fully aware of the risks of Transactions entered into for and on your behalf pursuant to this Agreement, which includes and is not limited to the following:
      1. Your Assets and Investments are not "capital protected", and there is risk of capital loss by using our Services and entering into Transactions pursuant to this Agreement;
      2. Where the Investments are domiciled or listed in jurisdictions other than Singapore, such Investments are subject to the laws and regulations of the jurisdiction where they are domiciled or listed, and you hereby acknowledge and accept the risks involved with such Investments as stated in the Overseas Investment Products Risk Warning Statement in Schedule 1;
      3. Payments or receipts related to your Transactions will be exposed to price, foreign currency exchange, interest rate or other volatility in that market or markets as well as finance charges, among others, where your Investments are domiciled or listed, resulting in potential losses which may be substantial if market conditions are adverse;
      4. Fluctuations in foreign currency rates will impact the value of your Investments resulting in either profit or loss if the related Transactions are denominated or settled in a different currency from the currency where you carry on your ordinary business or keep your financial accounts; and
      5. Performance-based fees can increase the risk of excessive trading in client accounts, though our SqSave System by its automated nature limits excessive trading risk, although human programming error may result in excessive trading.
    4. You are solely responsible to fully understand that the use of our Services exposes your Assets to vagaries of volatile markets, and there is no certainty as to the extent of profit/loss you would be exposed to thereof, including the extent of loss should we have to liquidate your Investments pursuant to our discretionary Asset Allocation decisions for and on your behalf. If your Investments are liquidated at a loss, you hereby acknowledge and accept that you will be liable to us for any resulting deficit in your Assets held in your Account.
    5. Any advice provided by us to you will be based on information from sources believed to be accurate, and that no representation or warranty, express or implied, is made by us as to the accuracy, completeness or suitability of such advice.
    6. You are solely responsible for making your own independent investigation and appraisal of all Investments and your own independent verification of any advice, recommendations, view, opinion or information provided by us.
    7. You shall fully understand and familiarise yourself with all the terms and conditions of the Investments and the risks involved, and agree that you will only accept our recommended Asset Allocation and Transactions on the basis of your own independent review and determination that the Asset Allocation and/or Investments are suitable and appropriate for you, taking into account your specific objectives, financial situation, investment knowledge and experience.
    8. You agree that you have made all necessary enquiries and we have informed you of all material features of and risks involved in respect of the Investments including but not limited to information on:
      1. the nature, objective(s), key benefit(s) and risk(s) of the Investments;
      2. the providers of the Investments;
      3. your key rights with respect to the Investments;
      4. the intended time horizon of the Investments;
      5. the ease of converting the Investments to cash;
      6. the expected risk tolerance you need to take on the Investments;
      7. the pricing of the Investments;
      8. the fees and charges to be borne by you to take on the Investments;
      9. the frequency of reports to be provided to you in respect of the Investments;
      10. any applicable charges or restrictions on withdrawal, surrender or claim procedures of the Investments;
      11. any applicable warnings, exclusions and disclaimers; and
      12. the documented information pertaining to the Investments and where the prospectus, if available, may be accessed.
    9. You accept that you have the requisite risk appetite to assume all economic consequences and risks of the Investments and are solely responsible for any necessary consultation with your own tax, legal and other advisers.
    10. We may have an interest in the subject of any investment report or recommendation or may be a counterparty to any Investments entered by you and/or may otherwise benefit from your Investments.
    11. You acknowledge that our Asset Allocation recommendations may rely on computer models, data inputs and assumptions in generating trade orders or recommendations (as applicable). Statistical investing models, such as those used by us, rely on back-tested information, and, thus, may not operate as expected or intended when events having few or no historical antecedents occur, and, accordingly, may generate losses another manager could have been able to avoid. In addition, any termination of our Asset Allocation algorithms may result in disruptions to your Investments and Assets.
    12. We, including our Affiliates and other service providers for which our Services may rely on in one form or other, are subject to risks associated with a breach in cybersecurity. Such a breach may result in damage and disruption of hardware and software systems, loss or corruption of data, and/or misappropriation of confidential information. You may incur substantial losses and/or costs as the result of a cybersecurity breach, including those associated with forensic analysis of the origin and scope of the breach, increased and upgraded cybersecurity, identity theft, unauthorized use of proprietary information, litigation, and the dissemination of confidential and proprietary information. Any such breach could expose us to civil liability as well as regulatory inquiry and/or action. In addition, you could be exposed to additional losses as a result of unauthorized use of your personal information.
    13. While we have established business continuity plans, incident response plans and systems designed to mitigate cybersecurity risks, there are inherent limitations in such plans and systems, including the possibility that certain risks have not been identified. Similar types of cybersecurity risks also are present for issuers of securities in which we invest, which could result in material adverse consequences for such issuers and may cause losses in Investments and Assets.
    14. The foregoing list of risks does not purport to be a complete enumeration or explanation of the risks involved in using our Services. As investment strategies develop and change over time, you may be subject to additional and different risk factors. No assurance can be made that profits will be achieved or that substantial losses will not be incurred.

    You acknowledge that investments carry many risks.

    You agree that these investments may suffer capital loss, and all indicated past returns have no certainty that they will continue into the future.

    You accept that our investment decisions may not produce intended results, and we are not liable for any losses that may arise in your investments.


  11. Fees and Charges
    1. The fee(s) payable by you to us for the Services is specified in the Fee Schedule available at our website and may be amended from time to time. You agree that any amendments to the charges and fees can and may be applied to you with adequate notice through our website or other forms of communications with you.
    2. You shall make all payments due under this Agreement free and clear of, and without deduction, withholding or set-off on account of, any tax or levy or any other charges present and future.
    3. You shall be liable for any goods and services tax, stamp duties or any other tax of a similar nature chargeable by law on any payment you are required to make to us. If we are required by law to collect and make payment in respect of such tax, you will indemnify us against such payments.
    4. We may deduct your Account and Assets with the full amount of any fees payable by you, or any other monies owed by you to us pursuant to any liability of any nature arising in respect of your Account or otherwise. For this purpose, we may withdraw and collect uninvested cash in your Account and/or sell your Assets and collect the proceeds from such sale.
    5. You acknowledge and accept that you may incur, for certain Investments such as collective investment schemes, fees and charges imposed directly at the collective investment scheme level.
    6. We reserve the right and sole discretion to negotiate the fee for certain client Accounts for any period of time determined by us and may adjust or waive our fees for the Accounts of some clients without notice to, or similar fee adjustment for you.

    You must pay fees and charges specified at www.sqsave.com.

    Any taxes or lawful charges are payable by you.

    You permit us to deduct any outstanding fees and charges before remitting any proceeds to you.


  12. Representations
    1. You represent and warrant that:
      1. you are an individual, and the legal and beneficial owner of your Account;
      2. all information and documents provided to us, including the information contained in the pre- admission questionnaire completed by you prior to opening an Account with us, are true, correct and complete and not misleading in any material way;
      3. you have the capacity, power and authority to enter into, exercise your rights and perform and comply with your obligations under this Agreement;
      4. all actions, conditions and things required to be taken, fulfilled and done, in order (i) to enable you to lawfully enter into, exercise your rights and perform and comply with your obligations under this Agreement, and (ii) to ensure that those obligations are valid, legally binding and enforceable, have been taken, fulfilled and done;
      5. your obligations under this Agreement are valid, binding and enforceable;
      6. you are solvent, able to pay your debts as they fall due and are a going concern or not an undischarged bankrupt;
      7. your entry into, exercise of your rights and/or performance of or compliance with your obligations under this Agreement does not and will not (i) violate any agreement to which you or where applicable, any of your Affiliates, is a party or which is binding on any of you or your respective Assets, or (ii) result in the existence of, or oblige any of you to create, any security over those Assets;
      8. you have obtained all consents, licences, approvals or authorisations of, exemptions by or registrations with or declarations by, any governmental or other authority that you require, and these are valid and subsisting and will not be contravened by the execution or performance of this Agreement;
      9. your use of our Services complies with all Applicable Laws; and
      10. you will, if necessary, consult your own professional advisers as to the relevant legal, tax and exchange control regulations in force in the countries of your citizenship, incorporation, residence or domicile.

    You confirm that you are the proper, lawful and ultimate beneficiary of this Account.


  13. Compliance with Law and Tax Implications
    1. The provision of all Services by us to you, any Account and Transaction and the relationship between us and you shall be subject to all Applicable Laws provided that to the extent permitted by law, a breach of any Applicable Law shall not discharge or release you from any of your obligations under this Agreement to us. The availability of any Services or any terms and conditions applicable thereto (including pursuant to this Agreement) may be varied by us without notice to you for compliance (voluntary or otherwise) with the Applicable Laws.
    2. We do not provide any tax or legal advice to you but in providing the Services to you, we may rely on external tax and legal advice but, to the extent permitted by law, we accept no responsibility for such advice.
    3. We shall be entitled to rely on and act in accordance with all legislation and any guidelines, codes, or other information applicable to it, including that published by the MAS to the extent applicable to us and we shall not incur any liability to you as a result of so relying or acting. For the avoidance of doubt, this Agreement shall be construed in accordance with the laws of Singapore.
    4. You agree that nothing in this Agreement shall exempt, limit or exclude us from acting in compliance with any applicable guidelines or any other Applicable Laws in carrying out our obligations under this Agreement. To the extent that any provision of this Agreement is inconsistent with the requirements of any Applicable Laws or other information applicable to us, including that published by the MAS, the requirements of the relevant Applicable Laws shall prevail over this Agreement.

    You acknowledge that we do not provide any tax or legal advice.

    You agree that we may take all necessary actions in compliance with the laws of Singapore, even if such actions may be detrimental to you.


  14. Know Your Client Requirements
    1. We are obliged to conduct "Know Your Client" procedures in accordance with our compliance policies and Applicable Laws. As such, you acknowledge and accept that before we can open an Account, execute any Transactions or allow you to use our Services, you must submit to us (through our website or such other method as we may require) all documents, evidence, and information as we may request from you to carry out "Know Your Client" procedures.
    2. As part of our ongoing “Know Your Client” procedures, you undertake to inform us promptly of any material change in the information provided, and agree to provide any information or documents requested by us in relation to any Account, Transaction and Services, including, where desirable or where required for the purposes of complying with any Applicable Law or pursuant to any order, direction, or request by any applicable court, government or regulatory authority.
    3. You acknowledge and accept that, without prejudice to the generality of our rights pursuant to this Agreement, we may share the information you provide to us to the Inland Revenue Authority of Singapore and/or the Internal Revenue Service of the United States of America for the purposes of complying with our obligations under applicable tax disclosure or reporting obligations. You hereby confirm that, without prejudice to any other representation and/or warranty you have provided, you have examined the information and documents you have provided to us and such information and documents are true, correct and complete.

    You agree that we have the right to ask all necessary information for us to provide our Services in accordance with applicable laws, professional and/or compliance requirements.


  15. Power of Attorney
    1. You hereby authorize us to be your attorney 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:
      1. carrying out any Transactions for your Account or any of your Instructions;
      2. discharging any of our obligations to you under this Agreement; and/or
      3. doing anything which in our opinion is necessary or desirable to preserve our rights under this Agreement.
    2. You undertake to ratify and confirm, and hereby ratify and confirm, all that we may do pursuant to this power of attorney.

    You give us full authorisation to do the actions listed in para 14.1 (a) to (c).


  16. Records and Reports
    1. We shall maintain proper and complete records relating to our Services under this Agreement, and we shall provide you with periodic reports for your Account. Any statements and any other documents will be sent to you via electronic means to the electronic mail address indicated by you at Account Opening or edited subsequently. You may download, save or print the documents for your subsequent reference.
    2. You agree to verify the correctness of all details contained in each statement, or any document sent to you and inform us within 14 days from the date of such document of any discrepancies, omissions, or errors. Upon the expiry of this period, the details in such documents shall be conclusive evidence against you (save for manifest or clerical error) without further proof, except as to any alleged errors so notified, that such details are correct, but subject always to our right to amend or delete from time to time, any details wrongly inserted by us.
    3. You agree that provided we are not fraudulent or in willful default, we shall be free from all claims in respect of any Account or the details of the Transactions or Services contained in such documents.
    4. We have the right, upon giving reasonable notice to you, to reverse any entry, demand refund, and/or debit your Account in respect of any overpayment or wrongful credit in your Account.
    5. Without prejudice to any of the foregoing we may at any time without prior notice to you rectify any clerical errors that may have been made.

    We will send you reports via your registered email and you may view your records via our website.

    You agree to inform us of any errors or omissions within 14 days. Thereafter, we have the sole discretionary right to consider the details as confirmed without further change.


  17. Set-Off and Lien
    1. For so long as you owe monies or obligations (of any nature and however arising) to us, you may not withdraw your Assets from your Account without our consent. We may at any time withhold any Assets pending full settlement of all such monies or obligations owed by you.
    2. All your Assets in your Account shall be subject to a continuing first fixed charge and general lien for the discharge of all obligations due from you to us. You agree that we have the right to sell any Assets in your Accounts in or towards settlement of your obligations to us.
    3. All documents of title and other documents relating to the Assets shall be deposited or transferred by you to us or otherwise placed at our order or at our disposal or under our control, if required.
    4. You warrant and undertake that none of the Assets held in your Account are or shall be subject to any lien or charge in favour of any other third party.
    5. Without prejudice to any right of set-off or general lien or other rights to which we may be entitled, we may set-off from any Assets held in your Account (including any of your monies held in a trust account) against and in whole or partial payment of any sum or liability owed by you to us.
    6. You authorise us to do anything in your name which is necessary for us to be able to do any of the foregoing.
    7. Our rights under this Agreement are in addition to any other rights we have at law or under any other agreement and shall not prejudice any other rights or security that we may have.
     

  18. Related Dealings
    1. All Transactions that you carry out with us and/or Services we provide to you shall be interrelated. We are therefore entitled to withhold performance of or not to perform our obligations should you fail to fulfil any one of the obligations due upon you.
     

  19. Individual Accounts Only
    1. You may only open an Account with us as an individual and be at least 18 years of age. In the event of your death, your executor or administrator shall be the only person recognised by us to act on your behalf. Upon your death, we are entitled to retain any of your Assets, and any monies payable to or credit in any Account until such time that a grant of probate or letters of administration are produced by your executor or administrator.
     

  20. Refferals
    1. If you have been introduced to us by a third party, you acknowledge and agree that we do not accept responsibility for any conduct, action, representation or statement of such third party although we may share our fees with or provide such other benefit as we may deem appropriate to such third party or any other third party.
     

  21. Dormant Accounts and Unclaimed Assets
    1. Your Account will be deemed dormant if you have not accessed your Account or otherwise undertaken any activity in relation to your Account for five (5) years, in which case, we reserve the right to de-activate your Account.
    2. If you wish to resume activity, you will have to reactivate your Account by providing us with such information as we may require, to authenticate your identity.
    3. If we determine in good faith that we are still unable to trace you in the five (5) years following dormancy, your Account will be terminated, and you agree that all Assets then standing to the credit of any Account or otherwise held by us or our Affiliate (as the case may be) together with any property as may from time to time continue to accrue to those monies and property (whether by way of dividends, interest or otherwise) may forthwith be appropriated by us to ourselves to utilise in any manner we so wish for our own benefit. You thereafter shall have no right whatsoever to claim such monies and property (or any other property as may accrue to it), you being deemed to have waived and abandoned all your rights to such Assets (and any other property as may accrue to it) in favour of us and we will after setting off any applicable administrative costs, donate the proceeds of your Assets to a charity of our choice.
     

  22. No Waiver
    1. No failure or delay on our part in exercising any power of sale or any other rights or options hereunder and no notice or demand which may be given to or made upon you by us with respect to any power of sale or other right or option hereunder, shall constitute a waiver thereof, or limit or impair our right to take any action or to exercise any power of sale or any other rights or options hereunder without notice or demand, or prejudice our rights as against you in any respect or render us responsible for any loss arising therefrom. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver. No waiver in any particular instance shall extend to or affect any other or subsequent event or impair any powers, rights or remedies in respect of it or in any way modify or diminish our other rights or remedies under this Agreement or at law.
    2. We may grant time or other indulgence to you or any other person, without impairing or affecting in any way any of our rights as against you or any such other persons.
     

  23. Electronic Records
    1. Our records including computer and microfilm stored records or any other electronic records stored by us of all matters relating to you, any Transactions, Accounts and/or any Services provided to you is conclusive evidence of such matters and is binding against you for all purposes, save for manifest or clerical error, subject to our right to rectify any error or omission therein and our right to adduce other evidence. You hereby agree not to at any time dispute the authenticity or accuracy of any computer output relied upon by us for any purpose whatsoever.
    2. You acknowledge and agree that we shall be entitled to destroy or dispose of all registers, statements and other records and documents relating to your Account, Services or Transactions at any time after the expiration of any period of retention required by Applicable Law. We shall not be liable in any way for such destruction or disposal.
     

  24. Affiliates
    1. You acknowledge and agree that we may, in the conduct of our functions, instead of acting ourselves, delegate to or appoint any service provider, agent, sub-agent, contractor, sub-contractor, broker, dealer, custodian, nominee or other third parties, whether in Singapore or otherwise, (and such persons shall each be referred to in this Agreement as an "Affiliate" of ours, where the context permits) to carry out, execute or clear any Transaction, hold, custodise or deal with your Assets, or provide ongoing maintenance and support services for the operation of the SqSave System or such other Services or business as may be required by us.
    2. You acknowledge and agree that we may delegate to such Affiliates all or any of the power, authority or discretion vested in us and any such delegation may be made upon such terms and conditions and subject to such regulations (including the power to sub-delegate) as we may think fit and, provided always that we shall have exercised reasonable care in the selection of such Affiliate, we shall not be bound to supervise the actions of and shall not in any way or to any extent be responsible for any loss incurred by you for any failure, neglect, default or breach by any such Affiliate.
    3. You agree that our employees, officers, or Affiliates shall not have any authority to bind us to any obligations or liabilities as otherwise expressly provided in these Terms.
     

  25. Confidential Information
    1. Save as permitted under this Agreement or any other agreement with you, we shall treat all information relating to you and your Accounts as confidential.
    2. Notwithstanding, you acknowledge that the following information will not be regarded as confidential information and we do not owe you or any other person any duty to keep such information confidential:
      1. information that is in the public domain other than through a breach of this Agreement;
      2. information that was already in our possession before you provided the information to us;
      3. information which we received from a third party who has lawfully acquired such information and is under no confidentiality obligation regarding its disclosure to us; and
      4. any information which is anonymised or encrypted in such a manner where the identities of any person cannot be readily inferred, or which cannot be related to by inference or otherwise to identify any particular person.
    3. You hereby give us permission to disclose information relating to you and your Account as follows:
      1. any of our directors, officers, employees, representatives, agents or delegates;
      2. any of our Affiliates, shareholders or related corporations and any of their successors, assigns or sub-contractors, and their directors, officers, employees, representatives, agents or delegates;
      3. our professional advisers, consultants and auditors;
      4. anyone who takes over or may take over all or part of our rights or obligations under this Agreement or anyone this Agreement (or any part of it) is transferred to or may be transferred to;
      5. any person who we believe in good faith to be your legal advisers or other professionals;
      6. any regulatory body or governmental authority in any jurisdiction, in so far as we need to do so to keep to Applicable Laws, or which we in good faith believe that we should keep to;
      7. pursuant to a request by any regulatory body or governmental authority (regardless of the reason for such request and whether such request is exercised under a court order or otherwise); and
      8. to such other persons or under such other circumstances as you agree,
      provided that in the case of disclosures under any of the circumstances in (a) to (c), we shall, where reasonably possible, procure that the recipient is subject to the same duty of confidence.
    4. The permission you give us by agreeing to Section 18 of this Agreement will apply even after this Agreement ends or your Account is terminated.
    5. Any data, information or message transmitted to you is confidential and intended for the sole use of the intended recipient. If you are not the intended recipient, you should immediately notify us and delete or destroy such data, information or message, including all copies thereof.
    6. You must keep confidential, all information about the SqSave System and any information, data, materials or documents provided to you.
     

  26. Recording
    1. You authorise us and any of our Affiliates to record any telephone conversation or any electronic communication conducted between you and us or our personnel, to retain such recordings and use them in such manner as we consider appropriate. The recordings shall be admissible in evidence in legal proceedings and shall have the same probative value as a written original document. You shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of the contents of such records and you hereby waive any right (if any) to so challenge or dispute. You agree that the recordings made by us shall be conclusive evidence of the contents and shall be binding on you.
     

  27. Suspension and Termination of Service
    1. We reserve the right to restrict, temporarily or permanently suspend or terminate your Account, or the provision of any Services, at any time and with immediate effect, without incurring liability of any kind to you, if any of the following events occur:
      1. you have not fully complied with our account opening criteria and/or met our account opening criteria (as we shall set from time to time), including, our "Know Your Client" procedures;
      2. you fail to make any payment to us or any other party when due, whether under this Agreement or otherwise for the Services;
      3. your death or insanity;
      4. any grounds exist for the presentation of a bankruptcy petition against you;
      5. any representation or warranty made by you under this Agreement for the Services is incomplete, untrue, incorrect or misleading in any material respect;
      6. you have breached the terms of this Agreement;
      7. you are using the SqSave System or the Services in a manner that may cause us to breach Applicable Laws, have legal liability or disrupt others’ use of the SqSave System or the Services;
      8. you are using the Services for any illegal activities or where we have reasonable suspicion that you may be doing so, or we become aware or suspect that your Account is or will be used for illegal, fraudulent or unauthorized uses;
      9. we become aware or suspect that your User Access (i.e. any user identification, passwords and other security credentials assigned to you and required to access and use the SqSave System)
      10. are stolen, lost, damaged or compromised;
      11. we become aware or suspect that the person logged into your Account is not you,
      12. we are required to do so by Applicable Laws or pursuant to a request by any Regulatory Body;
      13. scheduled downtime or recurring downtime;
      14. a Force Majeure Event;
      15. you publish, post, transfer, distribute or upload any content or information to the SqSave System which is false, misleading or inaccurate, contains rude and inappropriate language or which creates the impression that any content is sponsored or endorsed by us;
      16. you modify, adapt or reverse engineer the SqSave System or any part thereof;
      17. you transmit any viruses, worms, defects, Trojan horses or any other items of a destructive nature, or that may otherwise compromise the security of the SqSave System;
      18. you create multiple Accounts;
      19. you create Accounts by automated means or under false or fraudulent pretenses; or
      20. you are, in our opinion, the subject of any adverse publicity or involved in any litigation that we reasonably believe would be detrimental to our interests.
    2. "Force Majeure Event" means any event beyond our reasonable control (and which does not relate to or arise by reason of our default or negligence) which renders impossible or hinders our performance of this Agreement including our Services, including, without limitation:
      1. war, riot, civil unrest or revolution, sabotage, terrorism, insurrection, acts of civil or military authority, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;
      2. terrorist attacks, civil war, civil commotions or riots;
      3. acts of God, epidemic, pandemic, flood, earthquake, typhoon or other natural disasters or adverse weather or environmental condition;
      4. any act of state or other exercise of sovereign, judicial or executive prerogative by any government or public authority, including expropriation, nationalisation or compulsory acquisition or acts claimed to be justified by executive necessity;
      5. fire, explosion or accidental damage;
      6. collapse of building structures or failure of plant machinery, computers or vehicles;
      7. interruption or failure of utility service, including but not limited to electric power, gas, water, telecoms or general internet failure; or
      8. any labour disputes, including but not limited to strikes, industrial action or lockouts;
    3. For the avoidance of doubt, we shall not be in breach of this Agreement, nor liable for any failure or delay in the performance of any other obligations under this Agreement arising from or attributable to any of the circumstances giving rise to a right to termination under Section 27.1 of this Agreement.
    4. We may at any time and without liability to you terminate this Agreement including our Services. In such cases, we will endeavor to provide you with not less than 14 calendar days' written notice. However, in certain cases, we may terminate your Account, the Services or this Agreement by providing shorter notice or providing notice with immediate effect. No such termination will affect any Instruction given by you which is properly received by us before the date of such notice.
    5. You may terminate this Agreement or your Account with us at any time by providing us with notice in the manner as we may specify. However, no such termination will affect any Instruction given by you which is properly received by us before the receipt of such notice or any action we may take in relation to your Account before the receipt of such notice.
    6. On termination of your Account or any Services or the agreement or relationship between you and us:
      1. you will stop using any Services;
      2. all charges, costs and/or expenses due to us or any third parties under this Agreement shall fall due for repayment immediately;
      3. we may discharge our entire liability with respect to your Account by selling your Assets at your expense and arranging for any credit balance in your Account to you at the earliest time possible and within 15 Business Days from the termination of this Agreement, subject to Applicable Laws and unforeseen processing delays by the banks;
      4. you shall, upon our request (acting reasonably), return, destroy or delete any information or documents received from us, including any copies thereof.
     

  28. Indemnity and Exclusion of Liability
    1. You agree to indemnify on a full indemnity basis, to compensate us, and to hold us and all of our employees, officers, Affiliates or counter-party employed or used by us in connection with the Services (collectively, our "Associates") harmless from and against any and all losses, and reimburse on demand, against all losses which we or our Associates may suffer or incur arising from or in connection with the operation of your Account, Transactions, Services, or any Instructions, whether incurred directly or indirectly (unless they arise solely from our fraud, gross negligence or willful default).
    2. We and our Associates shall not be responsible for or liable to you for any loss which may be suffered or incurred by you in any way in relation to any Services provided pursuant to this Agreement, or Transaction contemplated under this Agreement, howsoever caused, except for any such loss or damage which is due to our fraud, gross misconduct or willful default. In such event, our liability in connection with any Transaction or Service, shall not exceed the market value of such Transaction or Service at the time of the fraud, gross negligence or willful default.
    3. We shall not be liable for any losses incurred by you as a result of any action taken by or omission on our part in good faith. We shall not, in the absence of fraud, gross negligence or willful default be liable to you for any act or omission in the course of or in connection with the Services rendered by under this Agreement or for any losses which you may suffer or sustain as a result of, in connection with or in the course of discharge by us of its duties hereunder.
    4. To the maximum extent permitted by law, in the even that SqSave is liable to you, SqSave’s maximum aggregate liability arising out of or in connection with this Agreement regardless of the cause of action and whether arising in contract, tort (including negligence), indemnity, warranty or any other undertaking contained in this Agreement shall be limited to S$20,000 (Singapore Dollars Twenty Thousand Only).
     

  29. Notices
    1. All notices, demands or other communications required or permitted to be given under this Agreement (“Notices”) shall be sent as follows:
      1. in the case of a Notice to you, to the electronic mail address indicated by you at Account Opening or edited subsequently through the “Change of Email procedure” on the SqSave System or by posting a Notice on the SqSave System; and
      2. in the case of a Notice to us, by email to clientservices@sqsave.com
    2. You are deemed to receive the Notice sent by us upon the earlier of:
      1. receipt of the Notice by you on the SqSave System;
      2. receipt of the Notice by you through your electronic mail address; or
      3. expiration of the calendar month following the posting of the Notice on the SqSave System or to your electronic mail address.
    3. We are deemed to receive the Notice sent by you on the date upon which it is sent, unless it is sent after 5.00 pm on a Business Day or at any time on a non-Business Day in which case it will be deemed to have been received on the next following Business Day.
    4. You must promptly inform us in writing of any change in your mailing address, fax number and/or email address for communication or any of your relevant particulars available in our records and send us all supporting documents we require. We will need a reasonable time period, not being less than seven (7) Business Days from receipt, to act and effect the change in our records, after which, we may rely on the change.
     

  30. Complaints Handling and Dispute Resolution
    1. We explain what, why and how we collect, manage, store and other actions with respect to your personal data in our Privacy Policy. You may refer to our Privacy Policy at www.sqsave.com for more information on the collection, use, disclosure and protection or your personal data and information on how to access and change your personal data consent. Any complaint regarding how we handle your personal data may be referred our data protection officer who can be contacted dpo@sqsave.com or +65-8481-8933. Any other complaint, dispute or controversy raised by you should in the first instance be referred to clientservices@sqsave.com. We will investigate the complaint and report back to you on the findings and the resolution to the complaint or dispute. If you remain dissatisfied with our findings or the handling of your complaint, dispute or controversy, you may, if appropriate, refer the matter to the Financial Industry Disputes Resolution Centre Ltd (“FIDReC”) at 112 Robinson Road #13-03 Singapore 068902 or the courts of Singapore. As a capital markets services licence holder regulated by MAS, we subscribe to FIDReC. Further information about FIDReC may be obtained from its online website at www.fidrec.com.sg.
    2. Any dispute arising out of or in connection with this Agreement and/or the documents referred to herein, including any question regarding their existence, validity or termination, shall be referred to and finally resolved by the Courts of Singapore and both you and we hereby unconditionally and irrevocably submit to the exclusive jurisdiction of the Courts of Singapore.
     

  31. General
    1. Further Assurance. You shall execute such other documents, do such acts and things and take such further actions as may be reasonably required or desirable to give full effect to the provisions of this Agreement and the transactions hereunder and you shall use your best endeavors to procure that any necessary third party shall execute such documents, do such acts and things and take such further actions as may be reasonably required for giving full effect to the provisions of this Agreement and the transactions hereunder.
    2. Assignment. You shall not have the right to assign any rights, undertakings, agreements, duties, liabilities and/or obligations hereunder, except with our written consent. We may assign or transfer any of our rights hereunder to any party without your consent, but subject to prior notification.
    3. Variation. We shall be entitled to, by posting an updated version of this Agreement at www.sqsave.com to supplement, vary and/or modify the terms of this Agreement at any time and such supplement, variation and/or modification shall take effect from the date the Agreement is posted at www.sqsave.com or emailed to you, or any other date specified by us. You agree that it shall be your responsibility to review this Agreement regularly. If you do not accept any such supplement, variation and/or modification, you shall immediately discontinue operating your Account and/or utilizing the Services provided by us and promptly close your Account and terminate this Agreement. If you continue to operate your Account and/or utilise the Services provided by us after such notice, you are deemed to have agreed to such supplement, deletion, variation and/or modification without reservation.
    4. Entire Agreement. This Agreement and the documents referred to in this Agreement collectively embody the entire terms and conditions agreed upon by you and us as to the subject matter of the same and supersedes and revokes in all respects all other documents, agreements, letters of intent, and undertakings entered into between you and us, whether such be written or oral, with respect to the subject matter hereof. All provisions of this Agreement shall so far as they are capable of being performed or observed continue in full force and effect notwithstanding completion of the matters set out therein except in respect of those matters then already performed and except where expressly stated to the contrary. This Agreement shall be binding on and shall endure for the benefit of each of your and our successors in title or legal personal representatives.
    5. Survival on Termination. All disclaimers, indemnities and exclusions in this Agreement shall survive the termination of this Agreement.
    6. Severance. If any provision of this Agreement or part thereof is rendered void, illegal or unenforceable by any legislation to which it is subject, it shall be rendered void, illegal or unenforceable to that extent and no further and, for the avoidance of doubt, the rest of this Agreement shall continue in full force and effect and the legality, validity and enforceability of the whole of this Agreement in any other jurisdiction shall not be affected.
    7. No Third-Party Rights. A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act (Cap 53B) of Singapore or under any law, to enforce any provision in this Agreement.
    8. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of Singapore.
     

Schedule 1 : Overseas-Listed Investment Products

RISK WARNING

An overseas-listed investment product* is subject to the laws and regulations of the jurisdiction it is listed in. Before you trade in an overseas-listed investment product or authorise someone else to trade for you, you should be aware of:

  • The level of investor protection and safeguards that you are afforded in the relevant foreign jurisdiction as the overseas-listed investment product would operate under a different regulatory regime.
  • The differences between the legal systems in the foreign jurisdiction and Singapore that may affect your ability to recover your funds.
  • The tax implications, currency risks, and additional transaction costs that you may have to incur.
  • The counterparty and correspondent broker risks that you are exposed to.
  • The political, economic and social developments that influence the overseas markets you are investing in.

These and other risks may affect the value of your investment. You should not invest in the product if you do not understand or are not comfortable with such risks.

*An “overseas-listed investment product” in this statement refers to a capital markets product that is listed for quotation or quoted only on overseas securities exchange(s) or overseas futures exchange(s) (collectively referred to as “overseas exchanges”).

  1. This statement is provided to you in accordance with paragraph 29D of the Notice on the Sale of Investment Products [SFA04-N12].
  2. This statement does not disclose all the risks and other significant aspects of trading in an overseas-listed investment product. You should undertake such transactions only if you understand and are comfortable with the extent of your exposure to the risks.
  3. You should carefully consider whether such trading is suitable for you in light of your experience, objectives, risk appetite, financial resources and other relevant circumstances. In considering whether to trade or to authorise someone else to trade for you, you should be aware of the following:

Differences in Regulatory Regimes

  1. Overseas markets may be subject to different regulations, and may operate differently from approved exchanges in Singapore. For example, there may be different rules providing for the safekeeping of securities and monies held by custodian banks or depositories. This may affect the level of safeguards in place to ensure proper segregation and safekeeping of your investment products or monies held overseas. There is also the risk of your investment products or monies not being protected if the custodian has credit problems or fails. Overseas markets may also have different periods for clearing and settling transactions. These may affect the information available to you regarding transaction prices and the time you have to settle your trade on such overseas markets.
  2. Overseas markets may be subject to rules which may offer different investor protection as compared to Singapore. Before you start to trade, you should be fully aware of the types of redress available to you in Singapore and other relevant jurisdictions, if any.
  3. Overseas-listed investment products may not be subject to the same disclosure standards that apply to investment products listed for quotation or quoted on an approved exchange in Singapore. Where disclosure is made, differences in accounting, auditing and financial reporting standards may also affect the quality and comparability of information provided. It may also be more difficult to locate up-to-date information, and the information published may only be available in a foreign language.

Differences in legal systems

  1. In some countries, legal concepts which are practiced in mature legal systems may not be in place or may have yet to be tested in courts. This would make it more difficult to predict with a degree of certainty the outcome of judicial proceedings or even the quantum of damages which may be awarded following a successful claim.
  2. The Monetary Authority of Singapore will be unable to compel the enforcement of the rules of the regulatory authorities or markets in other jurisdictions where your transactions will be effected.
  3. The laws of some jurisdictions may prohibit or restrict the repatriation of funds from such jurisdictions including capital, divestment proceeds, profits, dividends and interest arising from investment in such countries. Therefore, there is no guarantee that the funds you have invested and the funds arising from your investment will be capable of being remitted.
  4. Some jurisdictions may also restrict the amount or type of investment products that foreign investors may trade. This can affect the liquidity and prices of the overseas- listed investment products that you invest in.

Different costs involved

  1. There may be tax implications of investing in an overseas-listed investment product. For example, sale proceeds or the receipt of any dividends and other income may be subject to tax levies, duties or charges in the foreign country, in Singapore, or in both countries.
  2. Your investment return on foreign currency-denominated investment products will be affected by exchange rate fluctuations where there is a need to convert from the currency of denomination of the investment products to another currency, or may be affected by exchange controls.
  3. You may have to pay additional costs such as fees and broker’s commissions for transactions in overseas exchanges. In some jurisdictions, you may also have to pay a premium to trade certain listed investment products. Therefore, before you begin to trade, you should obtain a clear explanation of all commissions, fees and other charges for which you will be liable. These charges will affect your net profit (if any) or increase your loss. Counterparty and correspondent broker risks.
  4. Transactions on overseas exchanges or overseas markets are generally effected by your Singapore broker through the use of foreign brokers who have trading and/or clearing rights on those exchanges. All transactions that are executed upon your Instructions with such counterparties and correspondent brokers are dependent on their respective due performance of their obligations. The insolvency or default of such counterparties and correspondent brokers may lead to positions being liquidated or closed out without your consent and/or may result in difficulties in recovering your monies and assets held overseas.

Political, Economic and Social Developments

  1. Overseas markets are influenced by the political, economic and social developments in the foreign jurisdiction, which may be uncertain and may increase the risk of investing in overseas-listed investment products.

You acknowledge that you have received a copy of the Risk Warning Statement and understand its contents.

Last updated on 31 Dec 2022.