- INTEPRETATION
In these terms and conditions, the following words and expressions shall have the meanings set out hereunder unless the context otherwise requires:-
"Account" means the account which the Customer opens and maintains to have access to the financial products and services provided by iFAST or where applicable, the Discretionary Account as defined below;
“Accredited Investors” means a Customer who has successfully declared themselves as accredited investor, as defined in the SFA, as the same may be amended, re-enacted or re-constituted from time to time;
“Advanced Order” refers to Price Triggered Order, Stop Order and Stop Limit Order;
“Agent Bank” means a bank which is allowed by the CPF Board to handle CPF moneys for the purpose of the CPFIS-OA;
"Applicable Laws" means all relevant or applicable statutes, laws, rules, regulations, directives, notices, stock exchange rules and circulars;
"Application Form" means the application form provided by iFAST to the Customer in accordance with its general operating procedures for the application by the Customer to open an Account;
“Borrowed Securities” means the Eligible Securities that are the subject of the Borrowing Request under the SB Services;
"Business Day" means a day on which iFAST is open for business;
“Card” means the FSMOne Debit Card, which is a MasterCard debit consumer card co-branded in the brand of MasterCard and iFAST, and issued by NIUM Pte Ltd. The Customer’s activation of the Card constitutes the Customer’s acceptance and agreement to be bound by the terms as specified in Schedule 5.
"Cash Fund” is an authorised scheme under the SFA;
“CDP” means the Central Depository (Pte) Limited;
“CDP Securities account” means an account opened by the Customer with CDP where the CDP acts as the custodian of SGX listed Securities;
"Codes" shall have the meaning ascribed to it in Clause 18.2;
“Collateral” means an asset that iFAST accepts as security for a borrowing under the SB Services. Collateral may take the form of cash or acceptable securities, where applicable;
“Collateral Value” refers to the fair value of the Marginable Assets after the applicable Loan to Value (LTV) Ratio is applied;
“Corporate” means a company, sole proprietorship, partnership, club, society, charity, trust or Management Corporation; "CPF" means the Central Provident Fund. For the avoidance of doubt, provisions herein relating to CPF will not be applicable and/or relevant to a Corporate;
“CPFIS Registered Investment Administrator” means an entity designated by the CPF Board as an investment administrator to liaise with the CPF Agent Banks and the CPF Board in relation to the purchase, subscription, sale and/or redemption of units or bonds (as the case may be) using CPF monies;
“Credit Limit” is the maximum amount of Facility that iFAST will grant to the Customer irrespective of the amount of the Margin Services Collateral and Margin Ratio;
“Currency” means money denominated in the lawful currency of any jurisdiction;
"Custodian" means iFAST, or a custodian or sub-custodian (whether in Singapore or elsewhere) appointed by iFAST from time to time in respect of (1) monies of the Customer and/or (2) any Security subscribed for or purchased by the Customer through the Account;
"Customer" means any person(s) or Corporate(s) who hold(s) and operate(s) an Account with iFAST and includes the successors in title or legal representatives, whichever is applicable, of the Customer;
"Dealing Day" means, in respect of any Security, a day on which dealings take place or may be effected in relation to the relevant Security;
“Default”, in relation to the SB Services, means the occurrence of any of the following events in relation to the Customer has occurred – (a) the Customer becomes insolvent, is unable to pay its debts as they fall due, seeks to enter into a reorganisation, arrangement or composition with creditors, seeks or consents to the appointment of a trustee, receiver, judicial manager, liquidator or analogous officer over it or a material part of its assets, presents or files a petition for judicial management, insolvency, winding-up or similar proceedings;
(b) the Customer is declared in default of, or is suspended or expelled from membership of or participation in any exchange, clearing house or securities settlement system, including SGX-ST and CDP;
(c) the Customer fails to comply with, or it appears likely in iFAST’s opinion that the Customer will be unable to perform, any of its obligations under these terms and conditions;
(d) any representation or warranty made by the Customer is incorrect or untrue in any material respect;
(e) any event occurs which, in iFAST’s opinion, is likely to materially and adversely affect the Customer’s ability to perform its obligations under these terms and conditions;
(f) the Customer ceases or threatens to cease to carry on a material part of its business;
(g) the Customer fails to perform any of its obligations, whether under these terms and conditions or otherwise, in respect of the borrowing of Securities, where applicable;
or (h) the Customer breaches any agreement, terms or rules entered into with, or promulgated by, iFAST or its affiliates; "Discretionary Account" means the account of the Customer maintained with iFAST, where the Customer has granted a discretionary authority to iFAST to make investment decisions and execute Securities Transactions on behalf of the Customer through the account under the Discretionary Portfolio Management Services, and the operation of such account shall be in accordance with the provisions set out in Clause 15;
"Discretionary Portfolio Management Services" mean the asset management services provided by iFAST as described in Clause 15;
"Electronic Services" shall have the meaning ascribed to it in Clause 18.1;
"Eligible Securities” means securities designated by CDP from time to time as being eligible for borrowing from CDP under the SGX Securities Borrowing and Lending Programme;
“Force Majeure Event” means any event beyond IFAST’ control, such as fire, earthquake, flood, lightning, riots, strikes, lockouts, government action, war, the acts, orders, directives, policies, regulations, prohibitions or measures of any kind on the part of any court, governmental, parliamentary and/or regulatory authority imposed after the fact, power failure, acts or defaults of any telecommunications network operator, telecommunications disruption or computer failure;
“Forward Exchange Rate” means the forward exchange rate quoted and agreed to by iFAST at its discretion having regard to the prevailing forward foreign exchange market conditions for the exchange of the Currencies bought and sold under a FX Forward on the Value Date;
"Fund" means any unit trust, investment fund, mutual fund, exchange traded fund (“ETF”) or any other collective investment scheme authorised or recognised by the MAS (or deemed to be authorised or recognised under law) and distributed by or made available through iFAST from time to time;
“FX” means foreign exchange; “FX Order” means any request, application, Standing Order or order, including order to purchase, sell, subscribe and enter into, any foreign currency or FX transaction (as the case may be) and includes any request or order to revoke, ignore or vary any previous request (in the form and manner acceptable to iFAST) made by the Customer, or which iFAST reasonably believes to be a request, application or order from the Customer;
“IA” means the investment advisers, who are licensed by MAS, appointed by iFAST to provide investment and/or insurance advisory services in Clause 12; “iFAST” means iFAST Financial Pte. Ltd.;
“Intended Denomination” means the standard nominal amount (or its multiples) of a bond, which is specified in the bonds’ relevant documents, including, but not limited to, the offering circular, information memorandum, prospectus and pricing supplement;
“Limit Order” or any similarly named variant means Customer’s instruction to buy or sell a listed or unlisted Security at a specific price or better, subject to any rules, regulations and operating procedures of the relevant stock exchange or market in which it is placed;
“Loan to Value (LTV) Ratio” refers to the maximum percentage amount of Facility that a Customer can borrow from iFAST for a Marginable Asset. It also refers to the discount rate or haircut, as iFAST may in its sole discretion prescribe from time to time, that is applicable on Marginable Assets and used to compute the Collateral Value;
"Loss" means any and all loss, damage, costs (including cost of funding), charges and expenses of whatsoever nature and howsoever arising, including legal fees on a full indemnity basis;
"Manager" means the manager and/or issuer of any Fund; “Margin Ratio” is the percentage value of the outstanding Facility divided by the Margin Services Collateral, up to which the Customer is permitted to borrow or otherwise to secure other forms of financing accommodation from iFAST against the Margin Services Collateral;
“Margin Requirement(s)" means the margin required to be maintained in the Margin Account at all times, in relation to the Customer’s indebtedness to iFAST and as further stipulated in Clause 2.1 of Schedule 7;
“Margin Services” means the product margin financing services provided by iFAST and the provision of the Facility, as described under Schedule 7;
“Margin Services Collateral” means all cash holdings, Securities and Marginable Assets of the Customer, which includes but is not limited to, any dividends or interests paid or payable in respect of any Securities and Marginable Assets held and in possession of the Customer, and are now or shall at any time hereafter be deposited with, transferred or caused to be transferred to or held by iFAST or an entity within the iFAST Group, or transferred to or held by any other person in circumstances where iFAST accepts the same as security for the Customer’s obligations for the Margin Services. iFAST may determine from time to time at its absolute discretion, any other form of assets which is acceptable to iFAST, to be maintained at or delivered to iFAST or an entity within the iFAST Group by the Customer, as collateral;
“Marginable Assets” means, at any relevant time, the assets, including collective investment schemes, bonds and/or stocks/ETFs permitted by the relevant law or exchange to be bought and carried in the Margin Account, and approved by iFAST for financing pursuant to the Margin Services. Notwithstanding the foregoing, it shall be at the sole and absolute discretion of iFAST to (i) accept or reject any or all Marginable Assets and/or (ii) subject the Marginable Assets to a discount, including to determine the Collateral Value;
“Market Data” means data (including but not limited to symbols information, statistics and any other data in letter or numeral form), whether real-time or delayed, disseminated by the relevant stock exchange(s) or market(s) disclosing, describing, summarising or otherwise commenting on the trading of securities contract;
“Market Order” or any similarly named variant means Customer’s instruction to buy or sell a listed or unlisted Security at the current price available in the market at the time of execution, subject to the type of Security and any rules, regulations and operating procedures of the relevant stock exchange or market in which it is placed;
“MAS” means the Monetary Authority of Singapore;
“Odd Lot” means the non-standard trading nominal size that does not equal to a Security’s Intended Denomination;
"Officer" means any officer or employee of iFAST;
"Order" means any authorisation, request, instruction or order (in whatever form, including but not limited to a Transaction, and howsoever sent) given or transmitted to iFAST by the Customer or which iFAST or an Officer reasonably believes to be the authorisation, request, instruction or order of the Customer, and includes any authorisation, request, instruction or order to revoke, ignore or vary any previous authorisation, request, instruction or order;
“Parking Facility Funds” shall have the same meaning ascribed to it in Clause 6; "Parties" means iFAST and the Customer;
"Person" includes any individual, government, stock exchange, statutory body, business, firm, partnership, corporation or unincorporated body;
“Personnel” means the directors, officers, employees, servants, agents and employees of iFAST and/or its nominee;
“Restricted Scheme” means a Fund which may only be offered or marketed to accredited investors in Singapore or such other relevant persons as may be permitted under the SFA;
“Round Lot” means the standard trading nominal amount that is equal to a Security’s Intended Denomination;
“Price Triggered Order” or “PTO” means an Order from the Customer to buy or sell stocks or other specific listed securities once the stock or other specific listed securities reaches a specific price, known as trigger price. Price Triggered Order is only applicable to SGX Orders.
"SB Services” means the iFAST’s Securities borrowing services as described under Schedule 6;
“Security” or “Securities” means debentures, stocks, shares, bonds (including but not limited to SGS Bonds), notes, rights, warrants, Units in any Fund, certificates of deposit issued by a government, body corporate or unincorporated or international body and includes any derivative instrument (including any warrant, option, transferable subscription right, loan stock and convertible right) in respect of any security;
“SFA” means the Securities and Futures Act, Chapter 289, as the same may be amended from time to time;
“SGS Bonds” means Singapore Government Securities bonds issued by the MAS pursuant to the Government Securities Act;
“SGX-ST” means Singapore Exchange Securities Trading Limited;
“SRS” means the Supplementary Retirement Scheme. For the avoidance of doubt, provisions herein relating to SRS will not be applicable and/or relevant to a Corporate;
“Standing Orders” means instruction(s) given by the Customer to iFAST from time to time without further instruction from the Customer to enter into the FX Order at an exchange rate or Forward Exchange Rate specified by the Customer in such instruction(s) which is open for acceptance at iFAST’ discretion;
“Stop Limit Order” means an Order from the Customer to buy or sell stocks and other specific listed securities once the stock or other specific listed securities reaches a specific price, known as trigger price. When the stock or other specific listed securities reaches the Customer’s trigger price, the Stop Limit Order becomes a Limit Order. Stop Limit Order is only applicable to US Orders;
“Stop Order” means an Order from the Customer to buy or sell stocks and other specific listed securities once the stock or specific listed securities reaches a specific price, known as trigger price. When the stock or other specific listed securities reaches the Customer’s trigger price, the Stop Order becomes a Market Order. Stop Order is only applicable to US Orders;
“Subscriber” in relation to the usage of Market Data, means a Customer who uses the Market Data on the Website and agrees to the terms as specified in Schedule 3;
“Trading Representative” means a representative appointed by iFAST to provide dealing services;
"Transaction" means any transaction effected under the Account in respect of any Unit in a Security (where relevant) and includes the application for, subscribing, purchasing, switching, transferring, selling or redemption of any Unit in any Fund or the purchasing, subscription, sale or redemption of Securities (where relevant);
"Unit" means a share or unit in a Fund or Security;
“Value Date” means a date specified for payment or delivery under the FX Order and shall be determined in accordance with the relevant Business Day;
“Website” includes iFAST Financial Pte Ltd and/or its holding company, iFAST Corporation Ltd, and/or its subsidiaries and/or the subsidiaries of its holding company website, mobile applications and its affiliated sites and mobile applications such as, and not limited to, iFAST Central, iFAST Global Prestige, iFAST Global Markets and FSMOne.
- Any reference to a statutory provision shall include such provision as may from time to time be modified, amended or re-enacted so far as such modification, amendment or re-enactment applies or is capable of applying to any Transaction.
- SCOPE AND APPLICATION
- The terms and conditions herein and the prevailing relevant important notes for transacting in a relevant Security shall apply to the provision by iFAST to the Customer of all Account facilities, including but not limited to Securities, insurance and any other investment products and/or services under the Account and/or the Discretionary Account.
- iFAST reserves the right to add to, amend or vary any these terms and conditions at any time in its sole and absolute discretion and any additions, amendments or variations shall take effect and bind each Customer from such date as iFAST may prescribe in its notice. Such notice by iFAST includes:(a) posting such change(s) on iFAST's Website;(b) electronic mail or letter;(c) notification in the Customer's iFAST account inbox; or(d) such other means of communication as iFAST may determine in its absolute discretion
- If the Customer continues to operate the Account and/or utilize the services provided by iFAST, the customer shall be deemed to have agreed to any addition, amendment and/or variation of these terms and conditions without reservation.
- In addition, iFAST reserves the right to add to, amend or vary any of its general operating procedures, including but not limited to the important notes for transacting in a relevant Security, at any time in its sole and absolute discretion.
- The Customer shall be responsible for updating itself as to iFAST's then prevailing policies in relation to fees and the terms and conditions of all products and services provided by iFAST.
- The Customer represents and undertakes that:(a) in the case of a Corporate, it is duly organized and validly existing under the laws of the country of its incorporation;(b) in the case of a Young Investor (as defined by the SGX-ST), it confirms that the risks and uncertainties associated with trading or investing in Securities have been properly explained to it and that it has an appropriate understanding of such risks;(c) it has full capacity and authority to accept and agree to these terms and conditions, to open, maintain and/or continue to maintain all Account(s) from time to time opened and/or maintained and/or continued to be maintained with iFAST, and to give iFAST Orders thereon and to enter into any Transactions contemplated herein. Furthermore, where it is a director, officer, trading representative or employee of another trading member, it shall inform iFAST and furnish iFAST with written approval from such trading member prior to entering into any Transaction;(d) it has taken all necessary corporate and other action and/or obtained all relevant authorizations, consents, licenses or approvals (whether under Applicable Laws or otherwise) required to accept and agree to these terms and conditions, to open, maintain and/or continue to maintain all Account(s) from time to time opened and/or maintained and/or continued to be maintained with iFAST, and to give iFAST Orders thereon and to enter into any Transactions contemplated herein;(e) no litigation, arbitration or administrative proceeding against the Customer is current, pending or threatened to restrain the Customer's entry into or performance of the Customer's obligations herein;(f) it has read, understood and accepted the terms of the risk disclosure statements, that the risk disclosure statements are not substitute for taking independent advice, and that no Transaction will be entered into in reliance on any statement, advise or information, unless provided otherwise, by iFAST;(g) unless agreed by iFAST, no person other than the Customer has an interest in any Account;(h) except with the express written consent of iFAST, no person has or will have any security or encumbrance over any Account and/or over any cash or assets in any Account;(i) any Orders placed or any dealings in the Account(s) is solely and exclusively based on its own judgment and after its own independent appraisal and investigation into the risks associated with such Orders or dealings;(j) it agrees to furnish appropriate financial statements to iFAST, disclose any material changes in its financial position to iFAST and furnish promptly such other information concerning the Customer as iFAST may reasonably request;(k) it shall immediately notify iFAST of any monies received in the Account which do not belong to the Customer and take the necessary steps as informed by iFAST.
The above representations and undertakings shall be deemed repeated whenever the Customer gives Orders to iFAST, enters into any transactions contemplated herein or whenever the Customer establishes a new Account with iFAST
- GENERAL CONDITIONS/APPOINTMENT OF CUSTODIAN
- The Customer authorises, consents and agrees to the disclosure by iFAST and/or any of its Officers or agents, at any time and from time to time, of any or all information in respect of any particulars of the Customer, the Transactions or the Account to any Person as iFAST may, in its sole and absolute discretion, deem fit, appropriate or necessary, or when such disclosure is made in accordance with Applicable Laws.
- The Customer shall not, without the prior written consent of iFAST, assign, charge or encumber any Account or the Customer's rights therein, or create or permit to create, in favour of any Person (other than iFAST) any interest by way of trust or otherwise in any Account. iFAST shall not be required to recognise any Person other than the Customer as having any interest in any Account. The Customer warrants that all its Securities transferred from another Person (other than iFAST) and deposited with iFAST are free from all charges, claims, interest and encumbrances other than those (if any) notified in writing to iFAST at or prior to such deposit and the Customer is beneficially entitled to all interest in the same.
- Without prejudice to Clause 3.5 but subject to compliance with Applicable Laws, iFAST may, when necessary and at its sole and absolute discretion, hold all Securities for which the Customer has subscribed or purchased, on behalf of the Customer as bare custodian and not trustee of the Securities. If so instructed by a Customer, iFAST shall also be entitled to place any sale or redemption monies or other monies parked by such Customer with iFAST in an omnibus account to be held on trust on behalf of such Customer provided that CPF and SRS monies shall be credited to the Customer's account with the relevant CPF Agent Bank, the CPF Board or SRS Operator (as the case may be). In acting as custodian for the Customer, iFAST's sole duty shall be to act as bare custodian in respect of the Securities and cash and to take such care of such Securities and cash as it would in respect of similar properties or assets belonging to iFAST. Without prejudice to the preceding, iFAST shall be under no responsibility or obligation to take any action or notify the Customer in respect of any Security and cash unless otherwise instructed by the Customer. iFAST shall have no responsibility or duty to the Customer to investigate, participate in or take any action whatsoever concerning proxies received, attendance at meetings and voting therein.
- iFAST will claim all amounts in respect of interest or dividends pertaining to the Customer's Securities held in custody which are known to iFAST to be payable. Such amounts shall be paid to the Customer (less any applicable taxes and other charges which are required to be withheld by iFAST and as imposed by the relevant authorities) as and when they are actually received by iFAST and iFAST is not responsible for claiming any other entitlement or benefit that the Customer may have.
- iFAST is hereby irrevocably authorised by the Customer to appoint a Custodian for any period of time to hold (1) monies of the Customer and/or (2) any and/or all of the Securities subscribed for or purchased on behalf of the Customer and for purposes as authorised by the Customer. As long as iFAST exercises good faith and uses reasonable care in the selection and continued appointment of the Custodian, iFAST shall have no responsibility for or obligation in respect of the performance by the Custodian of any of the duties delegated to it by iFAST in relation to the Account or any Security held by the Custodian on behalf of the Customer. For Securities and monies that are held by a Custodian, which is outside of Singapore, the level of protection and safeguards afforded in the relevant foreign jurisdiction may not be the same as in Singapore, and there may be material differences between these regimes. In some instances, the Customer's monies or Securities may be passed to other entities along a holding chain, such that the manner in which the Customer's monies or Securities are held by the different entities may also be different. In a holding chain, there may be risk that the Customer may incur delay in the recovery process or may not be able to fully recover their monies or Securities if the other entities in the holding chain were to fail, wind up or enter into liquidation. In addition, where the Customer's monies and Securities are held in an omnibus account, these monies and Securities are commingled with those of other customers in the same account, and the Customer may be further exposed to losses of other customers. Any action that may be taken by the Customer to enforce his rights, in relation to his units held under the Custodian's name, shall be directed at the Custodian. iFAST shall not be liable for any Loss suffered or incurred by the Customer arising from the insolvency of the Custodian or any act or omission of the Custodian.
- Where custody services are provided to the Customer either by iFAST or the Custodian, the Customer shall pay to iFAST or the Custodian such fees and other costs, charges and expenses as may be imposed by iFAST or the Custodian in their sole and absolute discretion from time to time in respect of these services, and hereby authorises iFAST to debit the Account for all such fees, costs, charges and expenses. The Customer acknowledges and consents to the fact that any Securities and cash belonging to the Customer held with the Custodian or iFAST may be held with Securities and cash held for other customer of the Custodian or iFAST on an aggregate or omnibus basis (where not prohibited by law) in interest-bearing bank accounts or in the form of permissible investments allowed under Applicable Laws. The Customer understands that Securities and cash held on an aggregate or omnibus basis may not be specifically identifiable by separate certificates, other physical documents or equivalent electronic records and that the Customer shall not have any right to any specific Security or cash held by iFAST or the Custodian but will be entitled, subject to the provisions in these terms and conditions, to delivery by iFAST or the Custodian of Securities of the same class, denomination and nominal amount and which rank pari passu with those accepted and held by iFAST or the Custodian for the Customer, subject always to any corporate actions (mergers or sub-divisions, capital re-organisation, etc) which may have occurred. iFAST shall keep and maintain records of the respective Customer’s interest in any Securities and cash which have been held on an aggregate or omnibus basis. This Clause 3.6 is without prejudice to the holding of Securities by iFAST as bare custodian.
- iFAST may engage or appoint any Person (who is not an Officer or related to iFAST) to carry out any Order or to exercise any authority granted to iFAST by the Customer whether under this Agreement or otherwise. In making such engagement or appointment, iFAST shall not be liable to the Customer for any Loss suffered or incurred by the Customer as a result of any act or omission of such Person.
- The Customer's relationship with iFAST, the operation of the Account and the implementation of all Orders shall be subject at all times to the Applicable Laws. iFAST may take or refrain from taking any action whatsoever (including but not limited to refusing to implement any Orders), and the Customer shall do all things required by iFAST, in order to procure or ensure compliance with Applicable Laws or any order of court/authority.
- The Customer hereby agrees to ratify and confirm all Transactions and all acts and things done or caused to be done or effected by iFAST and/or the Custodian on the Customer's behalf in relation to the Account or the Securities held on behalf of the Customer and agrees that such Transactions, acts and/or things done shall also be governed by these terms and conditions.
- iFAST reserves the right to take corrective action for invalid Orders, including the right to reverse or amend any Order constituting an invalid Order, or any or all relevant Transaction executed subsequent to the execution of an invalid Order and prior to iFAST’s corrective action. However, in the event that iFAST does not reverse or amend any such invalid Order(s), iFAST reserves the right to credit the Account for the portion of the realized loss, or debit the Account for the portion of the realized profit, in each case attributable to any such invalid Order(s). iFAST shall not be liable to the Customer for any loss or damage which the Customer may suffer or incur as a result of any actions taken by iFAST.
- The Customer hereby irrevocably appoints iFAST through any of its directors or officers as the attorney of the Customer for each and all of these terms and conditions and authorises such directors or officers of iFAST to sign and execute all documents and perform all acts in the name and on behalf of the Customer in connection therewith, whether in respect of any Transaction relating to the Account or these terms and conditions (including but not limited to the protection or preservation of any of iFAST's rights and remedies hereunder, the payment of all monies due and owing to iFAST by the Customer and as may be required under the laws of any jurisdiction for the exemption from any tax or duty in relation to the transfer and/or delivery of a Security) or in respect of anything required to give effect and/or substance thereto. For the avoidance of doubt, nothing in this Clause shall impose any obligation on iFAST to take any action or exercise any rights as the Customer's attorney and iFAST shall at all times have the absolute discretion in determining whether or not to exercise any of its powers as the Customer's attorney hereunder.
- The Customer agrees that all monies (including any sale or redemption monies or cash parked into the Cash Account, omnibus account or maintained with iFAST or the Custodian) and/or Securities and/or all other property of the Customer in iFAST or the Custodian's custody shall be subject to a general lien in favour of iFAST for the discharge of all or any indebtedness and other obligations of the Customer to iFAST. The Customer shall not be entitled to withdraw any monies or withdraw or dispose of such Securities held by iFAST pending the repayment or satisfaction in full to iFAST of any indebtedness or obligation of the Customer to iFAST.
- iFAST shall be entitled, at any time without notice to the Customer, combine or consolidate all or any of the Accounts and/or assets of the Customer and set-off or transfer any sum standing to the credit of any one or more of such Accounts in or towards the satisfaction of any obligations or liabilities of the Customer to iFAST, whether the obligations or liabilities are actual or contingent and irrespective of any differences in Currency. iFAST shall be entitled to effect such Currency conversions and at such rates of exchange as iFAST may in its sole and absolute discretion determine for the purposes of effecting such set-off.
- The Customer acknowledges that as a general rule, excess monies of the Customer (unless refunded to the Customer), will be commingled with excess monies from other customers of iFAST in an omnibus trust account and that administratively, it would not be practical or feasible and is economically counter-productive to attempt to allocate the respective interest entitlement (if the trust account is interest-bearing) on an individual basis in view of the constant fluctuations in the value of the collective monies in such trust account. The Customer agrees to waive and relinquish in favour of iFAST any and all entitlements to interest accruing to the Customer's share of monies in such trust account. Where iFAST utilises a bank to deposit Customer's monies, iFAST's sole responsibility to the Customer as regards the utilisation of such bank shall be to exercise reasonable care in the selection of such bank. The Customer will not hold iFAST liable for any wilful action or omission, default, fraud or negligence by the bank.
- The Securities may be commingled collectively with other securities of other customers of iFAST and the Customer's entitlements may not be identifiable by separate certificates or records. Where as a result of such commingling and aggregation of the Securities of the Customer and other persons, certain entitlements to dividends, interest and other monies are payable in respect of the said Securities, the Custodian has full discretion as to the allotment or distribution of such entitlements as amongst its customers.
- If any monies or debt(s) due from iFAST to the Customer remains unclaimed by the Customer six (6) years after the Customer's last Transaction with or through iFAST and iFAST determines in good faith that it is not able to trace the Customer, the Customer agrees that all such monies or debt(s) otherwise due shall be waived and abandoned in favour of iFAST. The Customer thereafter shall have no right to claim such monies or debt(s) and is deemed to have waived all rights in relation thereto.
- Whenever the Customer receives any statements of account, contract notes (if applicable), confirmations or notifications in respect of any Order or any document (the "Statement") provided in relation to the Account from iFAST, the Customer agrees that it will inform iFAST of any mistakes or omission or disagreements within fourteen (14) days from the date of the relevant Statement. If the Customer fails to do so, the Customer is deemed to have agreed to the contents in such Statement and will no longer have the right to dispute the accuracy of the Statement. Accordingly, iFAST has the right to treat the Customer's silence as the Customer's representation that the Statement is accurate. Nothing in this Clause shall prevent iFAST from unilaterally amending any such Statement for any inaccuracy it detects.
- Any instructions (oral or otherwise) purported to be given by any person other than the Customer, need not be acted on by iFAST or the Custodian but iFAST and the Custodian is authorised to act on any and all such instructions which iFAST or the Custodian believes in good faith, or has reason to believe, is from the Customer as soon as such instructions have been received by iFAST or the Custodian without requiring written confirmation thereof. iFAST and the Custodian shall not be liable for any Loss incurred by the Customer as a result of iFAST or the Custodian so acting.
- Nothing herein shall prevent iFAST or the Custodian from becoming the owner of the Customer's Securities and holding, disposing or otherwise dealing with the same, with the same rights which iFAST or the Custodian would have had services not been provided herein. iFAST may buy, hold and deal in any Securities on its own account notwithstanding that such Securities or similar Securities may be held by or for the Customer's Account
- In the event that iFAST ceases its business activities for any reasons whatsoever, iFAST shall procure that all Customer's assets and/or monies have been accounted for and returned to the Customer as soon as practicable. If a Customer cannot be contacted or does not give any instructions or make any claim in relation to the said assets and/or monies after a period of six (6) months, iFAST shall have the absolute and sole discretion to make arrangements for such assets and/or monies to be paid to and dealt with by the courts of the Republic of Singapore.
- The Customer irrevocably authorises iFAST to grant a lien, right of retention, or right of sale over any or all of the Customer’s assets held by iFAST, including but not limited to Securities, monies, or other property, to the appointed Custodian, sub-broker or other third party for the purposes of securing any transactions executed by iFAST or the Custodian on behalf of the Customer, specifically in relation to transactions involving overseas markets. This lien shall act as collateral for any transactions where payment has not been received by the sub-broker, Custodian or third party at the time of execution of the transaction. The Customer acknowledges and consents to the sub-broker, Custodian or third party holding such a lien over the Customer’s assets and agrees to the transfer of such assets to the sub-broker, Custodian or third party, as necessary, to secure such transactions, provided that any such lien, retention, or transfer of assets is not prohibited by any application laws or regulations in the relevant jurisdiction(s).
- CASH ACCOUNT
- A cash account (the "Cash Account") could be opened for the Customer, through which the Customer's investment monies under this Agreement are transacted.
- The Cash Account is not applicable for investments using CPF monies or SRS monies.
- Unless otherwise instructed by the Customer, iFAST has the discretion to use the Cash Account to:(a) park the sale or redemption proceeds and distribution income (including but is not limited to dividends and coupon proceeds) from the Customer's investments;(b) pay the Loss stated in Clause 7.4 and any other fees and charges imposed by iFAST from time to time with the available funds in the Cash Account;(c) park excess monies for bonds (including for SGS Bonds) and/or monies received for bonds (including for SGS Bonds) orders that are subsequently voided or unfulfilled;(d) park the rebate amount from iFAST with respect to the Customer's insurance policies (if applicable); and(e) park any other monies of the Customer, including but is not limited to, the Customer's stale or invalid cheques.
- Where there are insufficient monies in the Cash Account to make the required payments in Clause 4.3(b), iFAST shall sell or redeem from any of the Securities invested by the Customer to pay the outstanding amount.
- The Customer acknowledges that the monies in the Cash Account would be parked by iFAST into interest-bearing bank accounts in Singapore or elsewhere or in the form of permissible investments allowed under Applicable Laws. The Customer agrees to waive and relinquish in favour of iFAST a certain percentage, as determined by iFAST from time to time, of the Customer's entitlements to interest accruing to the Customer's share of monies in the Cash Account being administrative fee payable to iFAST. The interest is computed daily and credited at the end of every calendar quarter into the Customer's Cash Account. The Customer acknowledges that monies parked outside Singapore will be subject to regulations of the foreign jurisdiction and may not be subject to the same protection as that conferred on monies parked in Singapore.
- iFAST reserves the right to impose minimum values for monies parked in the Cash Account or withdrawals from the Cash Account.
- iFAST reserves the right to return the balance monies in the Cash Account to the Customer at any time as determined by iFAST, including but is not limited to, if the balance monies fall below a minimum value to be determined by iFAST.
- If the Customer at any time apply for and are accepted by iFAST to use the services that enable the Customer to make recurring withdrawals from the Cash Account, the Customer will be subjected to the relevant terms and conditions as stipulated by iFAST.
- iFAST reserves the right to vary the interest rates being paid on the Cash Account at any time and from time to time at its absolute discretion. The current interest rates being paid on the Cash Account will always be displayed on iFAST's platform and it is the Customer's sole responsibility to monitor such interest rates. iFAST shall not be liable or responsible for any Loss suffered or incurred by the Customer arising from any variation of the interest rates being paid on the Cash Account.
- AUTO-SWEEP ACCOUNT
- If the Customer at any time enrols and opts in for the auto-sweep account facility ("Auto-Sweep Account") offered by iFAST, the Customer shall be subject to the terms and conditions under Clause 5 and/or any other terms and conditions as may be imposed by iFAST.
- The Customer acknowledges that iFAST will have discretionary authority (including but not limited to the frequency, scope and methodology of rebalancing) to execute any Transaction in the Auto-Sweep Account on behalf of the Customer. The discretionary authority shall include the rights of iFAST to purchase, subscribe, switch, sell and redeem the shares, units of interests in Securities (including but not limited to funds) as well as to decide on the appropriate actions or inactions with respect to each of the corporate actions of the underlying Securities on the Customer’s behalf. For the execution of such Transactions, iFAST has the discretion to deduct the relevant amount from the Customer’s Auto-Sweep Account.
- With the discretionary authority given to iFAST, the Customer also gives iFAST the authority to accept the relevant documents (including but not limited to prospectus, product highlight sheet, offering documents) of the relevant Securities on behalf of the Customer.
- The Customer hereby gives iFAST the authority to use the Auto-Sweep Account to pay the Loss stated in Clause 7.4 and any other fees and charges imposed by iFAST from time to time with the available funds in the Auto-Sweep Account. Where there are insufficient monies in the Auto-Sweep Account to make the required payments, iFAST shall sell or redeem from any of the Securities invested by the Customer to pay the outstanding amount.
- The Customer acknowledges that no confirmation note/contract note will be provided for the Securities Transactions executed on the discretion of iFAST, on behalf of the Customer, via the Auto-Sweep Account.
- The Customer hereby acknowledges the investment risks involved in the Auto-Sweep Account and that derivative financial products and/or unauthorised and/or unrecognised products may be transacted by iFAST on behalf of the Customer if iFAST considers the products suitable with the investment strategies and objectives of the Auto-Sweep Account.
- The Customer hereby agrees that iFAST shall be entitled to receive the fees as set out in the fee schedule for the Customer’s Auto-Sweep Account. The Customer acknowledges that in relation to the Transactions of Securities executed by iFAST on the Customer’s behalf in the Customer’s Auto-Sweep Account, iFAST may be entitled from the Managers a commission by way of rebate of any part of, or calculated based on, any management, distribution or other administration fee calculated by reference to the value or number of units of any holding in such funds held by the Customer whether calculated or payable annually or otherwise periodically. The Customer consents to the receipt of such commission by iFAST.
- The Customer acknowledges that iFAST may enter into soft commission arrangements with the Managers through which Transactions are executed for the Customer’s Auto-Sweep Account. iFAST will enter into such an arrangement only where the goods or services are of demonstrable benefit to the Customer. iFAST will ensure that brokerage rates are not in excess of customary full-service retail rates and iFAST agrees that the quality of Transaction executed will be consistent with the best execution standards. The Customer consents to the receipt by iFAST of the benefits of the said soft commission arrangements.
- For the purpose of Clause 5.8, such goods and services may include: research and advisory services; economic and political analysis; portfolio analysis, including valuation and performance measurement; market analysis, data and quotation services; computer hardware and software incidental to such goods and services; clearing and custodian services and investment-related publications. The goods and services do not include travel, accommodation, entertainment, general administrative goods or services, general office equipment or premises, membership fees, employee salaries or direct money payments.
- PARKING FACILITY FUNDS
- There are certain funds such as the Cash Fund, which are designated as Parking Facility Funds. The Customer can park their funds in these Parking Facility Funds and may use such Parking Facility Funds to purchase other Funds.
- iFAST reserves the right to add or remove any funds designated as Parking Facility Funds.
- SECURITIES PROVISIONS
- The Customer may instruct iFAST to execute any Transaction by placing an Order with iFAST. Upon the receipt of such Order, iFAST shall execute the Transaction by placing an order with the relevant Manager/counterparty/stock exchange. The Order becomes irrevocable immediately after iFAST has executed the Transaction by placing an order with the relevant Manager/counterparty/stock exchange.
- In the case of an Order for the purchase or subscription of Securities (excluding ETFs and stocks), iFAST shall execute the Transaction by placing the Order with the relevant Manager/counterparty:(a) where the purchase or subscription is settled by cheque payment, upon the receipt of the Order and on a cleared-funds basis or, in the sole and absolute discretion of iFAST, upon the receipt of the Order and cheque and this shall not in any way be deemed as iFAST providing an advance, loan or credit facility to the Customer; or(b) where the purchase or subscription is settled by CPF or SRS funds, upon the receipt of the Order.
- In any event, iFAST is entitled to require the Customer to place cash as deposit prior to execution of any Order. iFAST is entitled at its discretion to determine the amount of deposit payable by the Customer and the time and manner for the placement and nature of such deposit. Nevertheless, where an Order is executed by iFAST prior to receipt of payment, this shall not in any way be deemed as iFAST providing an advance, loan or credit facility to the Customer.
- If iFAST has executed a purchase or subscription Transaction before the actual receipt of the necessary application monies and fees, the Customer shall procure that payment in cleared funds should be received by iFAST at such time period specified by iFAST in its sole and absolute discretion from time to time. The Customer shall ensure that there are sufficient funds in the Customer’s CPF/SRS account to settle all the Customer’s CPFIS-Ordinary Account (CPFIS-OA)/ CPFIS-Special Account (CPFIS-SA)/ SRS Transactions. If payment is not received within the time period specified by iFAST or where there is confirmation of insufficient funds in the Customer’s bank account, CPF investment account, CPF special account or SRS account (as the case may be), the purchase or subscription may be cancelled forthwith or resold to the Manager/counterparty without any liability or responsibility on the part of iFAST, in which event the Customer shall be responsible for any Loss suffered by iFAST resulting from the failure by the Customer to make such payment. iFAST reserves the right to set off or recover the said Loss by either (a) deducting the relevant amount from the Customer’s Cash Account, Auto-Sweep Account and/or the Customer’s Parking Facility Fund; (b) selling or redeeming the Customer’s Securities; (c) deducting the relevant amount from any sale or redemption proceeds and distribution income (including but is not limited to dividends and coupon proceeds) from the Customer’s investments or other assets; or (d) requesting the Customer to issue a cheque or make payment using other electronic means available.
- The Customer understands that if there is any outstanding payment required for any Securities, which he/she purchases or subscribe to, after the due date of the Transaction (if applicable), iFAST has the right to force sell any or all of these Securities. The Customer shall be responsible for any Loss suffered by iFAST and iFAST shall not be liable to the Customer for any Loss, suffered by the Customer, including but not limited to a Loss as a result of any fall in the market price of the Securities between the time the right to force sell arose and the time it actually sells the Securities.
- Orders placed by the Customer with iFAST (whether using cash, CPF monies or SRS monies) may be aggregated and consolidated either daily or from time to time by iFAST together with orders placed by iFAST's other customers or any other person whom iFAST deems fit, for the purposes of placement of the orders by iFAST with the relevant Manager/counterparty/stock exchange.
- Orders (and monies in the case of a cash purchase or subscription) received by iFAST on any Dealing Day before the relevant cut-off time (as may be specified by iFAST in its sole and absolute discretion) shall be consolidated with other orders (if any) for placement with the relevant Manager/counterparty/stock exchange on the same Dealing Day. Orders (and monies in the case of a cash purchase or subscription) received after the specified cut-off time shall be deemed to be an Order received by iFAST on the next Dealing Day and shall only be placed with the relevant Manager/ counterparty/stock exchange on the next Dealing Day.
- Where iFAST has placed a consolidated order for the purchase or subscription of Securities or for the switching of Units with the relevant Manager, the Manager will (subject to the Manager's right to refuse or reject any such order pursuant to the trust deed and/or prospectus of the relevant Security) issue the relevant Securities to and register the Securities in the name of the Custodian or the Customer (whichever is applicable). The Securities so issued will be allotted or allocated among the Customers and the other relevant customers of iFAST in any order or manner as iFAST may in its sole and absolute discretion determine. In respect of Securities purchased using cash, dividends declared by any Security shall either be paid out to the Customer, subject to a minimum threshold as determined by iFAST, or automatically reinvested in the Security through the purchase or subscription by iFAST of additional Units, where applicable, in the relevant Security on behalf of the Customer. Where the minimum threshold is not met, iFAST shall have the right to park the said dividends in the Cash Account. In the event that a Security is fully sold or redeemed, if dividends are declared thereafter and are reinvested in the Security, iFAST will subsequently have the right to sell or redeem such Security and park the sale or redemption proceeds into the Cash Account.
- In respect of (a) Transactions involving Securities purchased using cash; or (b) Transactions involving Units purchased using CPF or SRS monies, and made through iFAST as a designated CPFIS Registered Investment Administrator, iFAST will send the confirmation notes and statements to the Customer in respect of all Transactions in the Account. In respect of Transactions involving Units purchased using CPF or SRS monies, and made before iFAST was designated as a CPFIS Registered Investment Administrator, the Manager of the relevant Security will continue to send the confirmation notes and the relevant CPF Agent Bank, CPF Board or SRS Operator (as the case may be) will continue to send the statement of accounts to the Customer.
- In the case of Securities purchased using CPF or SRS monies, the Customer irrevocably authorizes iFAST as a designated CPFIS Registered Investment Administrator, to submit all Orders received from the Customer to, and obtain the purchase or subscription monies and such other relevant information as may be required from, the CPF Agent Bank, the CPF Board or the SRS Operator (whichever is applicable). Sale or redemption proceeds shall be credited to the Customer's CPF investment account, CPF ordinary account, CPF special account or SRS account (whichever is applicable). In respect of Securities purchased using CPF or SRS monies, and made before iFAST was designated as a CPFIS Registered Investment Administrator, dividends declared by any investment product shall be credited to the Customer's CPF investment account, CPF ordinary account, CPF special account or SRS account (whichever is applicable). Otherwise, if permitted under the terms of such Security, dividends declared will not be withdrawn by the Custodian and shall automatically be reinvested in the Security through the purchase or subscription by iFAST of additional Units in the relevant Security on behalf of the Customer. iFAST shall comply with any other conditions as may be imposed on iFAST in its capacity as CPFIS Registered Investment Administrator by the CPF Board. In the event that a Security is fully sold or redeemed, if dividends are declared thereafter and are reinvested in the Security, iFAST will subsequently have the right to sell or redeem such Security and credit the proceeds to the Customer's CPF investment account, CPF ordinary account, CPF special account or SRS account (whichever is applicable).
- Where the Customer makes an Order for the switching between the relevant Securities, iFAST will subscribe for, and/or purchase the, Securities required by the Customer upon the fulfilment of certain conditions as prescribed by iFAST and in any event, iFAST shall not be deemed as providing an advance, loan or credit facility to the Customer. Furthermore, the Customer should be aware of the costs and/or disadvantages that may arise from any switch transactions.
- The Customer acknowledges that any Manager/counterparty/stock exchange or Fund which receives the order from iFAST is not obliged to accept the order in part or whole. iFAST shall not be liable or responsible for any action or rejection on the part of any Manager/counterparty/stock exchange or Fund in respect of any order. iFAST or the Custodian shall have no responsibility or liability for ensuring that the relevant Manager/counterparty/stock exchange or Fund allots the Securities or for any Losses (including any loss of investment opportunity) which the Customer may suffer or incur as a result of any refusal to accept or delay in accepting such order by the Manager/counterparty/stock exchange or the Fund (including but not limited to delays due to a Fund holiday).
- The Customer acknowledges that the issue prices and redemption (realisation) prices are determined by the Manager/counterparty/stock exchange in accordance with the relevant trust deed or prescribed procedures on any Dealing Day. Accordingly, any price or value quoted by iFAST to the Customer in respect of any Securities is not conclusive and is indicative only. The Customer hereby agrees that in placing its Order, it is not relying on any such information provided to it by iFAST and acknowledges that the applicable issue or redemption price in relation to the Customer's Order may be different from the indicated or quoted prices.
- Any cancellation by a Customer of any Order for the purchase or subscription of Securities (save for restricted Funds where cancellations are not allowed) shall be notified in writing to iFAST within 7 calendar days (or such other period as may be prescribed by the relevant authority) of the original purchase or subscription Order. All such cancellations shall be subject to Applicable Laws and the terms and conditions of the relevant Manager/counterparty/stock exchange or Security. The Customer shall be liable for any and all costs and expenses incurred by iFAST and/or the Custodian or which may be imposed by the relevant Manager/counterparty/stock exchange or investment product or the CPF Board or SRS operator banks (whichever is applicable) in relation to any cancellation of Securities and hereby authorises iFAST to deduct all such costs and expenses from the cancellation proceeds due to the Customer as may be permitted under Applicable Laws.
- If, in iFAST opinion, there is a dispute about an Order, iFAST may take any action which it considers necessary to close any open position that is the subject of the dispute, without any prior notice to the Customer.
- The Customer acknowledges that he/she is aware of the arrangements in relation to claiming and receiving dividends and other entitlements accruing to the Customer. The declaration of dividend distribution is at the sole discretion of the Fund Manager/ counterparty/stock exchange and is not guaranteed.
- The Customer agrees and acknowledges that he/she is responsible for fully understanding and complying with the rules and regulations of each exchange or market (including but not limited to those mentioned in Schedule 3) on which a Security is entered into by or through iFAST as well as those of any relevant clearing house. A breach of any such rules or regulations may result in disciplinary action or civil liabilities against the Customer. Without limitation to the foregoing, the Customer understands and acknowledges that regulatory authorities and exchanges or markets have rules which prohibit or delay the execution of certain Orders that may disrupt or violate the rules of the respective exchange or market. iFAST also reserves the right in its sole discretion, without notice, to impose restrictions on any Order and shall not be liable for any Order that is (without limitation) delayed in submission or execution, cancelled or rejected arising from the implementation of such restrictions.
- The Customer shall be responsible for the reporting requirements under the Applicable Laws in respect of the purchase, subscription, sale and/or redemption of any Securities in any corporation including but not limited to the Customer's holdings in a corporation as a director and/or substantial shareholder of such corporation. Furthermore, the Customer is aware of his/her obligations to disclose his/her substantial shareholding in securities of corporations whose securities are listed on the SGX-ST in accordance with Applicable Laws.
- For Securities purchased or subscribed through iFAST, the Securities must be sold through iFAST otherwise additional transfer fees may be incurred by the Customer (if applicable). All Securities purchased or subscribed through iFAST will be held in the name of the Custodian hence the Securities are not registered in the Customer's name.
- The Customer may instruct iFAST to transfer its relevant Securities to its direct securities account with the CDP or to any other securities account maintained by the Customer with another custodian or depository in any jurisdiction, subject to any of iFAST rights relating to the relevant Securities. The Customer shall pay such fees or charges in connection with such transfer as may be prescribed by iFAST from time to time and all expenses incurred in connection with such transfer. The Customer acknowledges that fees, charges or expenses may also be payable to the CDP or any other relevant custodian or depository.
- The records (including but is not limited to phone recordings) of any and all instructions, communications, operations or transactions, or recollection of any Personnel receiving any oral instructions, from the Customer whether subsequently reduced to writing or otherwise, is conclusive against the Customer and binding on the Customer as to the contents of such oral instructions. The Customer agrees that such records are admissible as evidence and that the Customer shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of the contents of such records.
- Any sum that may be payable to the Customer shall be subject to all applicable laws, including withholding tax requirement, foreign exchange restriction or control. The Customer agrees and acknowledges that iFAST may perform, or cause to be performed withholding of any monies payable to the Customer and/or retain such monies pending the determination of the applicability of such withholding tax requirement, foreign exchange restriction or control. iFAST shall not be liable for any Losses that may be incurred by reason of such withholding or retention.
- Where the Customer transacts through a Trading Representative, the Customer acknowledges that iFAST prohibits the aforesaid Trading Representative from giving any trading suggestions, recommendations or information on behalf of iFAST.
- While iFAST strives to execute the Orders based on its Best Execution Policy which is contained in Schedule 4, the Customer acknowledges and agrees that iFAST shall be allowed such amount of time to act and implement any Order (including but not limited to phone orders and electronic mail) as may be reasonable having regard to the system and operations of iFAST and other prevailing circumstances. The Customer accepts that iFAST shall not be liable for any Loss arising from any delay on the part of iFAST in acting on such Order.
- If a Customer at any time applies for the SB Services and is accepted by iFAST to use the SB Services, the Customer shall be subject to the terms and conditions found in Schedule 6.
- If a Customer wishes to be granted access to the Margin Services to facilitate the increase of a Customer’s investment purchasing power through margin financing, the Customer is required to additionally agree to the terms and conditions found in Schedule 7.
- BOND PROVISIONS
- In relation to Odd Lot Transactions, it is only available to Accredited Investors and only a selected list of bonds are made available for such transactions and iFAST reserves the right to amend the list of bonds from time to time.
- As the contract sizes for Odd Lot Transactions are below its Intended Denomination, such Transactions may be incapable of being traded on the open market and may have no readily ascertainable market value. The Customer agrees that iFAST will deal as principal for all Odd Lot Transactions, unless otherwise informed. While iFAST commits to facilitate Odd Lot Transactions, iFAST is not obliged to do so.
- Due to the minimum denomination requirement of relevant clearing systems, bonds held in quantities below its Intended Denomination may not be transferred out from iFAST's custody.
- In relation to the exercise of any rights for any event (including but not limited to corporate or legal action events), given that relevant clearing systems or trustees may only recognize votes cast for bonds held in its Intended Denomination, iFAST reserves the right, in its absolute discretion, to vote, to give instructions or to give consents (or otherwise), on behalf of the Customer, at any meeting or event as conducted pertaining to the said bond.
- Trading information for bonds (including but not limited to, bid and ask prices, yields and volume) may be based on availability and/or assumptions under prevailing market conditions and are therefore indicative in nature. In the event that iFAST indicates trading information or deals as principal for Odd Lot Transactions, the Customer is aware that the trading information indicated or prices executed for such Transactions may be different from or inferior to those of the Round Lot trading in the open market.
- Upon settlement, all Odd Lot bonds will amalgamate with the Customer's existing bond holdings.
- The Customer understands that iFAST undertakes to accurately price Odd Lot Transactions on a best effort basis, which includes (but is not limited) to the bid-ask prices and eventual transacted price. In the event of any pricing inaccuracies which result in the subsequent matching of a trade (otherwise known as an "Error Trade"), the Customer agrees that iFAST reserves the right to cancel or void the Error Trade.
- STOCK AND ETF PROVISIONS
- All Orders placed by the Customer shall be on Market Order or Limit Order or Advanced Order, where applicable. All Orders, with the exception of some Advanced Orders, are valid only for the day unless otherwise agreed between iFAST and the Customer. In the event the Orders have not been executed, the Customer would have to place the Order again at the next Business Day.
- iFAST may decline to act on the Customer's Orders at any time without prior notice or giving any reason therefor where the Customer does not reconfirm the Customer's Orders after
- (a) a trading suspension on the Securities subject to the Customer's Orders has been lifted; or(b) the Customer's Orders lapse or are cancelled by any relevant exchange.
- Where the notice of a voluntary corporate action has been sent to the Customer, which provides details of the corporate action and due date, the Customer is to provide iFAST with instructions in relation to the option of settlement as mentioned in the notice. Should the Customer fail to provide iFAST with such instructions within the due date as mentioned in the notice, the default option shall be executed by iFAST on the Customer's behalf. The Customer will not hold iFAST responsible for any liability arising from the execution of the same.
- Trades shall be accepted subject to the respective stock exchanges being open. In circumstances where the settlement dates fall on Singapore holidays or any date on which the relevant stock exchange is not open for its regular trading session, trades on such days shall not be accepted by iFAST. Any amount to be credited to the Customer's Account during such days shall be made only on the next Business Day on which the relevant stock exchange is open for its regular trading session (if applicable).
- In the event that the Customer requests iFAST to apply for new stocks in a new offer of the same, the Customer hereby:(a) authorises iFAST to make such application on behalf of the Customer;(b) warrants that the application for stocks made by iFAST on the Customer's behalf is the only application made or intended to be made for the benefit of the Customer or any person for whose benefit the Customer has requested the application to be made;(c) warrants that no other application is being made or is intended to be made by the Customer itself or for the benefit of the Customer by any other person;(d) authorises iFAST to represent and warrant to the stock exchange (if applicable) on the application form that no other application is being made or is intended to be made by the Customer itself or for the benefit of the Customer by any other person;(e) authorises iFAST to disclose that application made by iFAST on the Customer's behalf is the only application made or intended to be made for the benefit of the Customer or any person for whose benefit the Customer has requested the application to be made;(f) acknowledges that the representations, warranties and disclosure referred to above will be relied upon by the issuer of the stocks in deciding whether or not to allot stocks to iFAST on behalf of the Customer;(g) agrees to comply with such other terms and conditions as iFAST may require; and(h) agrees to indemnify iFAST and its Personnel in full against any and all Loss arising out of or in connection with any breach of Clause 9.5.
- MULTI-CURRENCY CONVERSION SERVICES PROVISIONS
- iFAST shall execute the FX Order placed by the Customer and which it has accepted on the Value Date. Once the FX Order is transmitted by the Customer, it is irrevocable. Unless the Customer has specified a disposal instruction, for the contract amount prior to the Value Date, the contract amount shall be deposited in the respective Currency into the Cash Account. Where the Customer does not have an existing cash account denominated in the respective Currency, iFAST is authorized to open such cash account on the Customer's behalf without further notification.
- For the avoidance of doubt, iFAST transmits any FX Order placed by the Customer to external source(s) for execution.
- Pursuant to Clause 10.2, the Customer understands and accepts that iFAST externally sources the exchange rate or Forward Exchange rate before quoting any exchange rate or Forward Exchange Rate for any FX Order, and such quote is indicative only and solely for reference, which iFAST is not under any obligation to either accept or execute any FX Order with the Customer at the exchange rate or Forward Exchange rate quoted. The Customer agrees and accepts that iFAST has the discretion in quoting and agreeing to any exchange rate or Forward Exchange Rate which may include what iFAST believes to be a reasonable bid-ask spread and/or markup that is reflected in the bid-ask spread or as an additional charge above the exchange rate or Forward Exchange Rate sourced by iFAST externally for the purpose of each FX Order, and that the exchange rate or Forward Exchange Rate applicable to any FX Order shall be conclusively determined by iFAST at the time that the FX Order is accepted by iFAST, and iFAST will subsequently notify the Customer of the exchange rate applicable to such FX Order.
- The Customer understands and accepts that without prejudice to any provisions in these terms and conditions, iFAST shall be entitled to, from the time that the Customer places the FX Order with iFAST to the Value Date, place a hold on such of the Customer's Cash Account(s) as iFAST may determine, for all sums that may be payable by the Customer to iFAST in connection with such FX Order on the Value Date, as security for the settlement obligations in relation to the FX Order. For the avoidance of doubt, during such time that the hold is in place, the Customer shall not be entitled to withdraw, draw down, utilize or otherwise deal with the amount in the Cash Account that are subject to the hold.
- The Customer shall only use the foreign exchange services under Clause 10 for the purposes of completing bona fide purposes and not for the purposes of entering into speculative foreign exchange transactions or arbitraging foreign exchange rates.
- iFAST reserves the right to take corrective action for invalid FX Orders, including the right to reverse or amend any FX Order constituting an invalid FX Order, or any or all relevant Transaction executed subsequent to the execution of an invalid FX Order and prior to iFAST’s corrective action. However, in the event that iFAST does not reverse or amend any such invalid FX Order(s), iFAST reserves the right to credit the Account for the portion of the realized loss, or debit the Account for the portion of the realized profit, in each case attributable to any such invalid FX Order(s). iFAST shall not be liable to the Customer for any loss or damage which the Customer may suffer or incur as a result of any actions taken by iFAST pursuant to this Clause 10.6.
- REGULAR SAVING PLAN (RSP)
- If the Customer at any time applies for and is accepted by iFAST to use the services that enable the Customer to make regular savings, the Customer will be subject to the terms and conditions under Clause 11.
- The Customer on application for RSP will need to have a minimum initial investment amount or lot size, where applicable, in the nominated Security which is chosen by the Customer from a specified list of Securities provided by iFAST. This minimum initial investment amount or lot size, where applicable, differs from Security to Security. The Customer will subsequently nominate a frequency to invest a minimum investment amount into this nominated Security. The source of monies can be from CPF-OA/SA, SRS or cash (through GIRO) as applicable.
- The Customer acknowledges that iFAST reserves the right to terminate the RSP in any one of the below situation:(a) When the nominated Security in the RSP has been completely sold off or switch out from the Customer holdings;(b) When there are 3 consecutive failed transactions; or(c) When the nominated Security is disabled for purchase, terminated or suspended for trading
- The Customer has the sole responsibility of having sufficient monies in the bank account and/or CPF accounts to ensure that the RSP transactions are successful and the Customer shall be liable for any losses or damages incurred by iFAST in executing the failed transactions.
- The Customer has the right at any time to terminate the RSP and/or modify the RSP by submitting a form to iFAST. Depending on the cycle of the RSP, the instructions will be executed in the next applicable RSP cycle.
- INSURANCE PROVISIONS
- The Customer acknowledges that in order for the IA to make a suitable recommendation, the Customer would need to provide the IA with sufficient information such as investment objective, risk profile, time horizon, financial situation and needs. Such aforesaid information would form the underlying assumptions that the IA would consider when formulating his/her recommendations to the Customer. The Customer hereby understands that where information is insufficient, incomplete or inaccurate, this may affect the suitability of the recommendation to be made by the IA.
- Rebates to the Customer will be provided at a frequency determined by iFAST, in its sole discretion, and will be paid only after 3 months from the inception of the Customer’s insurance policy, regardless of the premium frequency. iFAST reserves the right to amend the rebate percentage or to update the list of insurance policies that are entitled to a rebate, from time to time. No rebates will be given for policies purchased using CPF Medisave. Only the cash portion of these policies (i.e. the amount paid in cash and not through Medisave) will be eligible for rebate. If the premium increases over the years (e.g. for health policies), the rebate amount may be adjusted accordingly. Rebates will be provided for as long as iFAST continues to receive commission for the policy.
- The rebate figures are meant as an estimate only, and they are not guaranteed. In the event of a discrepancy, the amount given by iFAST is final.
- In the event that the policy lapses/terminates, outstanding rebates, if any, will not be paid out to the Customer. iFAST reserves the right to perform a clawback for any rebates already paid out for this lapsed/terminated policy.
- The Customer acknowledges that insurance plans (including iFAST Digital Term) are underwritten by licensed insurers and are not iFAST deposits or guaranteed by iFAST. When purchasing an insurance policy, the Customer is entering into an agreement with the relevant insurer, and not with iFAST. Consequently, iFAST will bear no responsibility or liability for the Customer's purchase, quality of the product or services or the agreement entered with the relevant insurer.
- For online purchase of general insurance, the Customer will be redirected to the relevant insurer and the Customer's personal data will be disclosed and forwarded to the relevant insurer to enable the purchase of the Customer's general insurance policy. Online payments are thereafter performed by the relevant insurer's designated payment gateway, and are not related to iFAST. All prices shown are derived from the relevant insurer, and iFAST does not warrant or guarantee the accuracy of the quotes. In the event of price discrepancy, the quotes shown on the relevant insurer's website will be the actual price.
- For online purchase of iFAST Digital Term, payment for this policy will be deducted from the Customer's Cash Account.
- iFAST reserves the right to include new or withdraw existing insurers without prior notice to the Customer. All rebates will be subjected to the continued payment by the relevant insurers.
- All rebates will be credited to the Customer's Cash Account with iFAST. To facilitate the crediting of such rebates, the Customer must maintain an active Cash Account with the iFAST platform. Customers who do not have a Cash Account will be deemed to have forfeited any commission rebates, and iFAST will not be obligated to provide any rebates to such Customers
- SGS BOND PROVISIONS
- The Customer acknowledges that iFAST acts as a secondary dealer in relation to any purchase or sale of SGS Bonds and may instruct iFAST to execute any Transaction by placing an Order with iFAST in relation to the SGS Bonds. All Orders shall be irrevocable and the Customer authorises iFAST to deal with the designated primary dealers (generally banks) appointed by MAS for and on behalf of the Customer. The Customer understands that iFAST does not acquire the SGS Bonds from MAS and does not auction for such SGS Bonds as a primary dealer.
- The Customer understands that all SGS Bonds are issued by MAS (on behalf of the Government of Singapore) on such terms and conditions and procedures and in accordance with Applicable Laws, all of which shall be applicable to the registered holder of such SGS Bonds. The Customer is deemed to have consented to and agreed to be bound by all such terms and condition and procedures. All SGS Bonds are issued on a book-entry system (non-bearer) and without any requirement for a prospectus and the primary dealers are required to maintain records relating to transfers of SGS Bonds.
- Any SGS Bonds purchased by iFAST on behalf of a Customer in accordance with these terms and conditions shall be registered under iFAST in the Customer individual Depository Agents (DAs) sub-accounts account and to be maintained by iFAST. No action shall be required to be taken by iFAST as the registered holder of any such SGS Bonds and iFAST shall not be responsible for any Losses resulting from any act or omission to act as registered holder thereof. iFAST will separately maintain records of the relevant SGS Bonds held by iFAST on behalf of each Customer and issue quarterly statements, transaction statements (if transactions are made by the Customer in the relevant month) and coupon payment notifications to the Customer by electronic or ordinary mail.
- The Customer agrees to pay for all processing fees or counterparty fees which may be charged or imposed by iFAST or from primary dealers from time to time at its sole and absolute discretion in relation to the SGS Bonds (including any processing fees levied in respect of any Order to purchase or sell SGS Bonds or in relation to any coupon or interest payment received from SGS Bonds). In the event that any Orders are not executed or remain unfulfilled, no fees or expenses will be levied by iFAST or from primary dealers. The amount of processing fee or counterparty fee is subject to change at iFAST's discretion.
- iFAST shall be entitled to charge the Customer a platform fee, which is subject to change at iFAST’s discretion, as set out in the fee schedule for providing custodial services (“Custody Fee”) in relation to the SGS Bonds. If for whatever reason, the fees are not received by iFAST when due, the Customer agrees to forthwith pay the Custody Fee by authorizing iFAST to deduct the same from the Customer’s monies by such means as iFAST may require.
- Prior to the receipt of the estimated investment amount payable in cleared funds in respect of purchases using cash, iFAST may but shall be under no duty or obligation to place any Order with any primary dealer on behalf of the Customer and the Customer shall be responsible for any Loss suffered by iFAST resulting from the failure by the Customer to make such payment. In the event that payment is not received from the Customer in respect of the Transaction for whatever reason by the Settlement Date or such other time and/or date as iFAST may in its sole and absolute discretion determine from time to time), iFAST has the right to sell any or all of the SGS Bonds without notice to the Customer. iFAST may exercise this right on any day on or after the Settlement Date and iFAST shall not be liable to the Customer for any Loss suffered by the Customer as a result of any fall in price in the market price of the SGS Bonds between the first day on which the right to sell the SGS Bonds arose and the day iFAST actually sells the SGS Bonds.
- All Orders from a Customer may be either a Market Order or Limit Order. In the case of a Market Order to buy or sell SGS Bonds, the Customer's Order will be transacted at the current market quoted buy and sell prices respectively from the primary dealer. In the case of a Limit Order, the Customer must specify a specific price for the purchase or sale of the SGS Bonds. For buy orders, the Customer's Order will only be fulfilled if the clean price obtained from the primary dealer is equal or lower than the buy Limit Order. For sell orders, the Customer's Order will only be fulfilled if the clean price obtained from the primary dealer is equal or higher than the sale Limit Order. Subject to the right of cancellation and amendment stated below, all Limit Orders shall remain valid and may be acted upon by iFAST for a period of four (4) Business Days ("Limit Order Period"), commencing from and including the Business Day on which such Limit Order is placed by the Customer in accordance with Clause 13.8. Any price amendment made in respect of a Limit Order already placed by the Customer shall not affect nor restart the Limit Order Period applicable to the original Limit Order and such amended Limit Order, if unfulfilled, shall automatically lapse on the expiry of the Limit Order Period applicable to the original Limit Order. The length of the Limit Order Period is subject to change and may be shortened or extended at iFAST's discretion provided that any such change shall not affect any Limit Order already placed by the Customer. A Limit Order (including any amended Limit Order) which remains unfulfilled shall automatically lapse on the expiry of the Limit Order Period. iFAST will notify the Customer of any unfulfilled Orders by ordinary mail or such other medium as iFAST may determine. In order to cancel any unfulfilled Limit Order or amend the price (but not the quantity of SGS Bonds stated in such Limit Order) on a Business Day during the Limit Order Period, a Customer must provide iFAST the cancellation or price amendment instructions, as the case maybe, by 5 p.m. on such Business Day. Any cancellation or price amendment instructions received after 5 p.m. on a Business Day shall be treated as having been received on the next Business Day of such Limit Order Period. For the avoidance of doubt, iFAST shall be entitled, but is under no obligation, to place any Limit Order with the primary dealer prior to receipt of the estimated investment amount, notwithstanding that the Limit Order Period in respect of such Limit Order would have commenced once the Customer placed such Limit Order with iFAST. All Limit Orders (including amended orders) of the same purchase or sale price (as the case may be) received from Customers, including those which are carried over during a Limit Order Period applicable to the relevant Customer's Limit Order, shall rank equally with no priority given to any particular Limit Order. iFAST shall have full discretion in determining the manner of allocation of any executed Limit Orders amongst the Customers (if so required) and shall endeavour to act fairly and in the interests of all Customers generally.
- Orders placed by a Customer relating to the purchase or sale of SGS Bonds on any Dealing Day before the cut-off time (as may be specified by iFAST in its sole and absolute discretion) shall be aggregated or consolidated with other orders (if any) placed by iFAST's other customers or any other person whom iFAST deems fit for the purposes of placement of the orders by iFAST with the primary dealers.
- All sale proceeds from SGS Bonds (including the proceeds received upon maturity of the relevant SGS Bond), coupon or interest payments or any other payments relating to the SGS Bonds shall be paid into the Customer's Parking Facility Fund or by such other means as iFAST may determine from time to time, subject to such deductions or set-off as may be permitted under these terms and conditions. The Customer shall notify iFAST in writing of any change in particulars of any of its said accounts at least 30 Business Days' prior thereto. All payments made by crediting into the Customer's Parking Facility Fund or by such other means as iFAST may determine shall constitute a good and valid discharge of iFAST's obligations in relation to all such monies and the Customer shall not have any further or other claim against iFAST in respect of such monies.
- All notifications or confirmations or correspondence from iFAST to the Customer in respect of any Transaction or unfulfilled Order relating to the SGS Bonds shall be sent by electronic or ordinary mail only. The Customer shall forthwith notify iFAST of any change to his correspondence email and mail address. Any notification or confirmation or correspondence send by electronic or ordinary mail shall be deemed received by the Customer in accordance with Clause 27.1.
- All prices relating to SGS Bonds displayed on iFAST's Website are indicative clean price only. Such prices are for information only and the Customer shall not be entitled to rely on such prices for the purposes of any Orders relating to the SGS Bonds.
- iFAST shall not in any way be responsible for the non-payment or late payment of any of the maturity proceeds, coupon or interest payments, or any other monies due and owing under the SGS Bonds.
- iFAST shall not be responsible for any act or omission on the part of any primary dealer as counter-party to any Transaction (including but not limited to the acts of any primary dealer keeping and maintaining the omnibus SGS account) and shall not be required to take any action or proceedings against any such primary dealer in respect of any Transaction unless so determined by iFAST in its sole and absolute discretion. As between iFAST and the relevant primary dealer with whom iFAST executes the Transaction, iFAST may be obliged to regard itself as being primarily responsible for the execution of the Customer's Orders. In this connection, the Customer recognises that iFAST may take such measures (including effecting payment and settlement in respect of the Customer's Orders which have been executed) as may be necessary to ensure non-default of iFAST's own primary responsibility as aforesaid (notwithstanding that as between the Customer and iFAST, the Customer is in or has notified iFAST that it will be in default). Accordingly, the Customer shall indemnify iFAST against any and all actions which IFAST deems in good faith necessary to be taken to ensure that iFAST will not be in default of its said primary responsibility.
- INVESTMENT AND INSURANCE ADVISORY SERVICES
- If the Customer at any time requests and apply for investment and insurance advisory services ("Advisory Services") to be provided by the IA and is accepted by iFAST to provide such Advisory Services to the Customer, the Customer shall be subject to the terms and conditions under this Clause 14.
- The Customer must reserve or make a booking in advance, with iFAST, for the provision of the Advisory Services. The Advisory Services will be conducted by the IA either via face to face meetings, telephone, electronic mail or such other means as may be agreed between iFAST and the Customer.
- Prior to providing the Advisory Services, the IA will conduct the "Know Your Customer" ("KYC") procedures to gather and assess the Customer's personal background information which include but not limited to his/her investment objective, financial background and risk tolerance. Such KYC findings will be recorded in the prescribed form.
- In providing the Advisory Services, the IA shall endeavour to ensure that any recommendations or advice on investments or Security made to the Customer are suitable and appropriate in light of the Customer's personal circumstances and risk tolerance. The IA shall explain to the Customer on the underlying rationale and risks associated with the relevant investments or Security being recommended and in the event that there is a mismatch between the recommended investments or Security with the Customer's risk tolerance, the IA shall notify the Customer of such mismatch and provide the necessary warnings to the Customer.
- The IA shall provide the Customer with the regulatory required product related documents, including but not limited to the offering document, key fact statement and factsheet of the Security either via hard copy or electronically.
- The Customer is required to sign off and acknowledge his/her consent and acceptance of the findings and recommendations of the IA in the prescribed form, and a copy of such form will be provided to the Customer.
- There is no additional fees payable by the Customer to iFAST for the provision of the Advisory Services. However, iFAST may, in its sole and absolute discretion, impose such fees from time to time with respect to the Advisory Services provided iFAST gives prior written notice of the relevant fees and charges by sending the same to the Customer by post, fax, electronic mail or other means as may be decided by iFAST.
- DISCRETIONARY PORTFOLIO MANAGEMENT SERVICES (My Assisted Portfolio Solution)
- The Customer has or will engage the My Assisted Portfolio Solution ("MAPS") of iFAST. With the said engagement, the Customer has duly agreed and authorised iFAST, as portfolio manager, dealer and Custodian, with the discretionary authority, including but not limited to deciding on the frequency, scope and methodology of rebalancing, to execute Transactions on behalf of the Customer for the purpose of managing the Customer's investment. The discretionary authority shall include the rights of iFAST to purchase, subscribe, switch, sell and redeem the shares, units of interests in Securities (including but not limited to funds) in the relevant portfolio(s) as well as to decide on the appropriate actions or inactions with respect to each of the corporate actions of the underlying Securities on the Customer's behalf. For the execution of such Transactions, iFAST has the discretion to deduct the relevant amount from the Customer's Cash Account. Such discretionary authority granted by the Customer does not extend to any transfers out, sales or redemptions where proceeds are not deposited into the Customer's Cash Account or disposal of Securities (including but not limited to funds) due to cancellation or termination of the Customer's Account or withdrawal from the Account to a bank account.
- iFAST shall endeavour to ensure that the Transactions executed in the portfolio(s) are consistent with the investment strategies and objectives of the respective portfolio(s).
- The account under MAPS will be designated as "Discretionary Account" in all transaction forms and account opening forms.
- With the discretionary authority given to iFAST, the Customer also gives iFAST the authority to accept the relevant documents (including but not limited to prospectus, product highlight sheet, offering documents) of the relevant Securities on behalf of the Customer. The relevant documents of the Securities that form the MAPS portfolio will be available on the Website.
- The Customer acknowledges that no confirmation note/contract note will be provided for the Securities Transactions executed on the discretion of iFAST, on behalf of the Customer, as a portfolio manager via the Discretionary Account. iFAST shall provide the Customer a monthly statement with regards to the current position of the portfolio(s).
- The MAPS herein shall immediately terminate upon the full redemption of all the relevant portfolios in the Discretionary Account of the Customer.
- The Customer hereby acknowledges the investment risks involved in providing the MAPS herein and that derivative financial products and/or unauthorised and/or unrecognised products may be transacted by iFAST on behalf of the Customer if iFAST considers the products suitable with the investment strategies and objectives of the relevant portfolio(s).
- The Customer hereby agrees that iFAST shall be entitled to receive the fees as set out in the fee schedule for the provision of MAPS for the Customer's Discretionary Account. The Customer acknowledges that in relation to the Transactions of Securities executed by iFAST on the Customer's behalf in the Customer's Discretionary Account, iFAST may be entitled from the Managers a commission by way of rebate of any part of, or calculated based on, any management, distribution or other administration fee calculated by reference to the value or number of units of any holding in such funds held by the Customer whether calculated or payable annually or otherwise periodically. The Customer consents to the receipt of such commission by iFAST.
- The Customer acknowledges that iFAST may enter into soft commission arrangements with the Managers through which Transactions are executed for the Customer's Discretionary Account. iFAST will enter into such an arrangement only where the goods or services are of demonstrable benefit to the Customer. iFAST will ensure that brokerage rates are not in excess of customary full-service retail rates and iFAST agrees that the quality of Transaction executed will be consistent with the best execution standards. The Customer consents to the receipt by iFAST of the benefits of the said soft commission arrangements.
- For the purpose of Clause 15.9, such goods and services may include: research and advisory services; economic and political analysis; portfolio analysis, including valuation and performance measurement; market analysis, data and quotation services; computer hardware and software incidental to such goods and services; clearing and custodian services and investment-related publications. The goods and services do not include travel, accommodation, entertainment, general administrative goods or services, general office equipment or premises, membership fees, employee salaries or direct money payments.
- In the case of a sale or purchase of the fractional component in Securities that form the MAPS portfolio, the Customer acknowledges that the fractional component may be aggregated with those of other customers and iFAST in order to meet the minimum investment amount or lot size stipulated by the relevant issuers. The Customer understands and accepts that iFAST may make a profit under such circumstances.
- The Customer accepts that iFAST will not distribute any interests arising from a corporate action event pertaining to a particular Security in the MAPS portfolio if the amount of interest is less than $0.01 (in the relevant currency) based on the overall position (inclusive of whole and fractional components) in that Security.
- iFAST strives to execute the Transactions based on its Best Execution Policy which is contained in Schedule 4.
- RISKS
- The Customer acknowledges that investments in Securities are subject to investment risks and market risks, including possible loss of the principal amount invested. The Customer represents and warrants that the Customer understands and is fully aware of the risks involved in investing in the Securities.
- In relation to investments into Securities, the Customer acknowledges that it has read or will obtain from either iFAST or the relevant Manager/counterparty/stock exchange or investment product up-to-date versions of the prospectuses or any materials supplied by the relevant Manager/counterparty/stock exchange or investment product that might exist on the date of the Transaction and the date of the Order given by the Customer to iFAST prior to placing any Order with iFAST to subscribe for, and/or purchase the, Units in such Securities. The Customer acknowledges and agrees that iFAST shall bear no liability or responsibility whatsoever to the Customer for any error, misstatement or omission in any Prospectus or report or any other material prepared by or issued by any Manager/counterparty/stock exchange or investment product, or willful action or omission, default, fraud or negligence by the Manager/counterparty/stock exchange. iFAST undertakes no liability with regard to the performance of the obligations represented by the Manager/counterparty/stock exchange. The Customer acknowledges that iFAST is assisting the Customer to purchase the Securities from such Manager/counterparty/stock exchange and does not act as agent on behalf of the Manager/counterparty/stock exchange.
- Save as provided otherwise, iFAST accepts no responsibility and will bear no liability to the Customer for giving any recommendations, advice, reports, summaries, analysis, views or representations to the Customer as to whether to invest or not to invest in any Security, or in connection with the performance of any Security. The Customer acknowledges the desirability and importance of seeking independent tax, regulatory, legal, financial or professional advice with respect to any dealings or investments in Securities or investment opportunities. The Customer acknowledges that any dealings or investments under the Account in any such Security is solely and exclusively made by the Customer based on the Customer's own judgment and after the Customer's own independent appraisal and investigation into the risks associated with such dealings or investments.
- The Customer should be aware that if the Customer sells or redeems the Securities before the maturity date (if applicable), the Customer may not receive the benefit of the capital protection, the capital guarantee or the additional minimum return (if applicable).
- The Customer who applies for, or is otherwise interested in any units/shares in any Restricted Schemes is responsible to ensure that (i) the Customer satisfies the requirements set out in s305 of the SFA (as the same may be amended or modified from time to time); (ii) the Customer is not prohibited from acquiring such shares by reason of his/her domicile, nationality or other standing; and (iii) the Customer is fully aware or has consulted and been advised by a financial or legal advisor on the terms and risks which may be applicable to the Restricted Schemes.
- In addition to the above, the acknowledgement and acceptance by the Customer of the Risk Disclosure Statement Relating to Securities set out in Schedule 1 and the Risk Warning Statement for Overseas-Listed Investment Products set out in Schedule 2 shall be a condition precedent to iFAST’ performance of its obligations in relation to the Account.
- TRANSACTION LIMITS AND RESTRICTIONS
- iFAST may, at any time in its sole and absolute discretion, impose upon the Customer any position or Transaction limits, or any trading or Transaction restrictions. Such limits may include minimum sizes for Transactions, specified times or procedures for communicating Orders to iFAST or otherwise. Such limits may also be set by a regulatory, statutory or such other body as may govern the Transactions. In placing Orders with iFAST, the Customer shall not exceed any limits or breach any restrictions, whether imposed by iFAST or any such body.
- iFAST shall have the absolute discretion whether to accept and partially execute any Order to ensure that the relevant limit or restriction imposed is not breached or to entirely reject such Order.
- ELECTRONIC SERVICES
- iFAST may, from time to time and at its sole and absolute discretion, provide to the Customer, such Website, computer, telephone, mobile telephone services, electronic mail, or systems (including but not limited to iPASS, iSIGN and/or other services or information accessible through iFAST's proprietary software or mobile technology such as 3G) (the "Electronic Services") for the purposes of(a) viewing details or information relating to his Account;(b) transmitting Orders to iFAST for execution;(c) engaging in any other activities and services as iFAST may include as part of such Electronic Services from time to time; and(d) having access to, including but not limited to, Market Data, key market indicators and real-time quotes.
- The Customer has the sole responsibility and shall be liable for the security and safe-keeping of the Customer's Account number as well as any and all passwords, identification and other codes issued to the Customer by iFAST or by any certification authority duly recognised by iFAST for the purpose of enabling the Customer to access the Electronic Services and the Account (the "Codes").
- The Customer agrees that iFAST shall be entitled to rely on the digital signature and/or correct entry of the Codes in order to ascertain whether any Order placed with iFAST is that of the Customer's and to act on that assumption. Orders placed via the Electronic Services are placed at the Customer's sole risk. The Customer shall be fully responsible and liable for any Orders placed with iFAST through the use of the Electronic Services notwithstanding that such Order may have been given by a third party with or without authority to give such instructions or Order on behalf of the Customer, and the Customer may not be able to amend or cancel its Orders before they are executed.
- In utilising the Electronic Services, the Customer agrees not to do anything that will violate, infringe, prejudice or in any way affect IFAST's or any third party's intellectual property rights ("IP Rights") and shall take all necessary measures to preserve and protect these IP Rights. All IP Rights (whether by way of copyright or otherwise) in the information or reports available from or generated by the Electronic Services vest solely in and will remain the exclusive property of iFAST.
- The Customer agrees that the risk of electronic instructions given by the Customer pursuant to this Agreement not being genuine or being forged, fraudulent, ambiguous or erroneous lies solely with the Customer, and the Customer undertakes to keep iFAST and its Personnel indemnified against all Loss incurred by iFAST or its Personnel arising out of anything done or omitted pursuant to the said electronic instructions given or purportedly given by the Customer or his authorised person. It is the Customer's responsibility to obtain independent professional advice in respect of any information and/or reports obtained via the Electronic Services, and to verify such information and/or reports. Neither iFAST nor the Personnel shall have any liability to the Customer incurring any loss, damage, cost, expense or claim whatsoever and howsoever caused or arising, including but not limited to:(a) any reliance by the Customer on any information and/or reports which are incomplete, inaccurate, corrupted, non-sequential, untrue or out-of-date, notwithstanding that such information and/or reports may or may not have been customized for the use of the Customer;(b) the loss or unauthorised use of the Codes;(c) the unauthorised use of or access to the Electronic Services;(d) forgery of the Customer's digital signature;(e) any delay, fault, failure or loss of access to, or unavailability of the Electronic Services for whatever reason (including but not limited to the failures of third party providers);(f) any delay, failure or omission in the execution of the instructions of the Customer, inclusive but not limited to the need to verify instructions due to considerations of security;(g) any non-performance, defective performance or late performance of the Electronic Services through any cause whatsoever, including errors due solely to malfunction of the Electronic Services or equipment, infrastructure or programs;(h) any telecommunication or interconnection defects, faults or problems, system crashes, software errors or defects, sabotage or unlawful access; or(i) any failure, downtime, crash, breakdown or malfunction of or defects or glitches in the Electronic Services.
- In the use of the Electronic Services, the Customer shall not:-(a) reproduce, retransmit, disseminate, sell, distribute, publish, broadcast, circulate, exploit (whether for commercial benefit or otherwise) the information and/or reports obtained from or through the Electronic Services in any manner whatsoever without the express written consent of iFAST and shall not use the information for any wrongful or illegal purpose or in contravention of Applicable Laws;(b) make any additions, modifications, adjustments or alterations to, tamper any part or corrupt any information or services available on or through the Electronic Services;(c) permit any equipment or software to be linked to or communicate in any manner or be used in connection with any other service or system whereby any information and/or reports obtained from iFAST may be accessed, used, stored or redistributed by or through such other equipment or software; and(d) use the facilities available under the Electronic Services otherwise than as contemplated under these terms and conditions or such other directions which may be issued by iFAST from time to time.
- In providing the Electronic Services to the Customer, iFAST may in its sole and absolute discretion, from time to time and without notice to the Customer:(a) amend, modify, suspend or terminate the operation of the Electronic Services;(b) suspend or terminate the Customer's access to or use of the Electronic Services; or(c) deactivate the Codes, and shall not be liable to the Customer for any Loss which may be suffered by the Customer consequent upon any of the above actions.
- iFAST may, from time to time and at its sole and absolute discretion, provide to the Customer, such Website, computer, telephone, mobile telephone services, electronic mail, or systems (including but not limited to iPASS, iSIGN and/or other services or information accessible through iFAST's proprietary software or mobile technology such as 3G) (the "Electronic Services") for the purposes of
- FEES AND PAYMENT
- Unless otherwise agreed, to facilitate payment of any outstanding fees and charges imposed by iFAST from time to time in its sole and absolute discretion with respect to the execution of any Transaction or otherwise for the maintenance of the Account or the provision of any service or facility to the Customer in connection with the Account and to also facilitate payment of any transaction payments due from the Customer, taxes, duties, disbursements, costs and/or other expenses incurred by iFAST in connection with the Account, iFAST has the discretion to: (a) deducting the relevant amount from the Customer’s Cash Account, Auto-Sweep Account and/or the Customer’s Parking Facility Fund; (b) selling or redeeming the Customer’s Securities; (c) deducting the relevant amount from any sale or redemption proceeds and distribution income (including but is not limited to dividends and coupon proceeds) from the Customer’s investments or other assets; or (d) requesting the Customer to issue a cheque or make payment using other electronic means available. iFAST shall, from time to time, have the discretion to decide on any other mode of payment apart from the aforesaid.
- Where the balance monies in the Customer's Parking Facility Fund are insufficient to satisfy the outstanding fees and charges, iFAST shall sell, redeem or transfer out from any of the Securities to pay the outstanding fees and charges.
- The Customer shall promptly pay to iFAST all applicable fees (including where relevant, applicable levies and fees imposed by the relevant stock exchange) as set out in the fee schedule on the due date of the relevant Transaction, or upon demand by iFAST as provided for under these terms and conditions. For all fees and other charges of iFAST, the Customer shall be responsible to pay any applicable goods and services tax (GST), taxes, duties and charges of any kind. In no event shall iFAST nor the Personnel be liable for any adverse tax implications in respect of the services performed by iFAST or transactions conducted with or through iFAST.
- iFAST shall be entitled to charge interest on any sum or payment due to iFAST from the Customer at such rate and calculated and/or compounded in such manner as iFAST may, in its sole and absolute discretion, impose and determine from time to time and to collect the relevant interest due via the methods described in clause 19.1.
- All payments from the Customer to iFAST shall be settled in the relevant Currency of the Securities and Cash Account ("Product Currency") whose Units and/or Cash Account monies are being purchased and/or subscribed for and/or parked unless otherwise agreed between iFAST and the Customer. All payments from iFAST to the Customer for the sale or redemption of holdings in the Securities and/or Cash Account shall be settled in Singapore Dollars unless otherwise agreed between iFAST and the Customer. In the event that monies accruing to the Account is received by iFAST in a Currency other than the Product Currency for purchase or subscriptions and in the Product Currency other than Singapore Dollars for sale or redemptions, such monies shall be converted at such rate of exchange as iFAST may, in its sole and absolute discretion decide. The Customer shall be fully responsible and liable for any Losses resulting from any Currency conversion. If for any reason iFAST cannot effect payment or repayment to the Customer in the Product Currency or in the agreed Currency between iFAST and the Customer, iFAST may effect payment or repayment in the equivalent of any other Currency selected by iFAST based on the applicable rate of exchange at the time the payment or repayment is due. For the avoidance of doubt, CPF or SRS monies (denominated in Singapore Dollars) received by iFAST shall be converted into the relevant Product Currency and all sale or redemption proceeds from such Securities shall be converted into Singapore Dollars prior to being credited to the relevant Customer's account with the CPF Agent Bank, CPF Board or SRS Operator (as the case may be) in accordance with the provisions herein.
- All payments made by the Customer to iFAST shall be in free and clear funds and free of deductions or withholdings. If the Customer is obliged by law to make such deduction, the Customer shall pay to iFAST such greater amount which after deduction shall ensure that the net amount actually received by iFAST will equal the amount which would have been received by iFAST had no such deduction been required.
- The Customer acknowledges that with effect from a date to be determined by iFAST, all payments for any purchase or subscription in relation to any Securities, shall be made payable to "iFast Financial - Client Trust Account", or such Person as specified by iFAST from time to time.
- Any taxes, duties, disbursements, costs and/or other expenses incurred by iFAST in connection with the Account or otherwise in connection with the Customer shall be borne by the Customer who shall reimburse iFAST for any such said payments made by iFAST on behalf of the Customer. All interest, fees, commissions and other charges of iFAST are exclusive of any goods and services tax or any other applicable sales tax which shall be borne and separately charged to the Customer.
- Sale or redemption proceeds received by iFAST will be parked in accordance with these terms and conditions or the Customer's instructions or otherwise, as required by Applicable Laws, to the Customer's Cash Account or Parking Facility Fund, and in the case of a sale or redemption of Securities acquired using CPF or SRS monies, the sale or redemption proceeds will be credited to the Customer's CPF investment account held with the Customer's agent bank/the CPF Board or the relevant SRS operator bank (as may be applicable). The sale or redemption proceeds will be net of any fees, charges or expenses incurred in connection with the sale or redemption. Sale or redemption proceeds from the sale of SGS Bonds shall be paid in accordance with Clause 13.9. iFAST shall not be under any duty to ascertain or have any responsibility for the adequacy of the consideration received. iFAST reserves the right to automatically park sale or redemption proceeds into the Cash Account should the minimum threshold, as determined by iFAST, for a pay out to the Customer not be met.
- The Customer acknowledges that in relation to investments in the Securities, the Manager/counterparty/stock exchange and/or the investment product may pay monies (by way of commissions, discounts, fees or otherwise) to iFAST in connection with, or in relation to, the issue of Units to or for the Customer, or other dealings in connection with Units in any Security. The Customer agrees that iFAST may retain these monies for its sole benefit and is under no obligation to account to the Customer for such monies. The Customer's Orders may be matched with other orders placed by iFAST (1) for another customer, in which case iFAST may receive monies (by way of commissions, discounts, fees or otherwise) from both parties to the trade or (2) as principal, in which case iFAST may receive monies (by way of commissions, discounts, fees or otherwise) from the Customer.
- iFAST will levy a charge for each Transaction settled in a currency other than Singapore Dollar based on the prevailing rate to be advised by iFAST from time to time, for the purpose of processing and remitting foreign currencies.
- iFAST shall be entitled to charge a fee for any retrieval of statements of account or confirmation notes, if so requested by the Customer.
- iFAST may at its full and absolute discretion charge an upfront fee ("Upfront Fee") for the purchase or subscriptions of Units in any of the Funds. The Upfront Fee accrues to iFAST and is deducted upfront from the total purchase or subscription monies received and the nett sum remaining shall be used to purchase and/or subscribe for Units in the relevant Fund. Where an Upfront Fee is charged by iFAST, no other sales charge or initial sales charge will be charged by the Manager of the relevant Fund. Where no Upfront Fee is charged by iFAST, a sales charge or initial sales charge will be charged by the Manager of the relevant Fund. iFAST reserves the right to vary and increase the Upfront Fee from time to time. In the event that a Customer decides to cancel his purchase or subscription pursuant to Clause 7.14, the Upfront Fee shall be refunded to the Customer. The Upfront Fee is separate and independent of the initial sales charge or front-end fee which may be charged by the Manager of the relevant Security.
- BENEFICIARY ACCOUNTS
- If an Account is opened or maintained in the name of a main applicant ("Main Applicant") and a designated beneficiary ("Beneficiary Applicant"):-(a) the term "Customer" shall refer to the Main Applicant of this Account;(b) iFAST shall be entitled to debit that Account at any time in respect of any sum howsoever due or owed to iFAST by the Main Applicant of this Account; and(c) the Customer is only allowed to use cash investments in a Beneficiary Account, and cannot use either his or her CPF or the Beneficiary Applicant's CPF account to invest in the Beneficiary Account.
- In respect of each Beneficiary Account opened in the name of the Main Applicant and Beneficiary Applicant, only the Main Applicant is authorised to give Orders in relation thereto provided that such Main Applicant is above 18 years of age. Any correspondence, mail, notice, e-notice or communication is to be addressed and sent by iFAST only to the Main Applicant of the Beneficiary Account. For the avoidance of doubt, where the Customer has requested for the sale or redemption proceeds or withdrawals to be made in cheque or other payment modes agreeable by iFAST, the said cheque or other payment modes shall be made payable only to the Main Applicant of the Account.
- In the event of the death of the Main Applicant, the assets of the Beneficiary Account belongs to the respective Beneficiary Applicant. Where the Beneficiary Applicant is a minor, iFAST shall, subject to Applicable Laws, act on the instructions of the legal guardian of the Beneficiary Applicant, provided the legal guardian agrees to indemnify iFAST against any losses, damages and legal costs which may be incurred by iFAST as a result of acting on the legal guardian's instructions. In the absence of evidence to the contrary, iFAST shall regard the minor's natural parents as the minor's legal guardian.
- All Securities purchased or subscribed by Customers through a Beneficiary Account may not be paid for using CPF or SRS monies and must be paid for in cash.
- iFAST may, from time to time and at its sole and absolute discretion, provide to the Beneficiary Account, such Electronic Services as described in Clause 18.1.
- If an Account is opened or maintained in the name of a main applicant ("Main Applicant") and a designated beneficiary ("Beneficiary Applicant"):-
- CHANGE OF PARTICULARS
- The Customer agrees and undertakes to notify iFAST immediately of any change in the particulars of the Customer, or any information relating to any Account or to these terms and conditions, supplied to iFAST or to update the changes online. iFAST shall at all times be entitled to rely on the records in the Application Form last submitted by the Customer unless any change in the particulars therein have been notified to iFAST or updated online by the Customer. iFAST is not obliged to verify any particulars furnished or updated online by the Customer and iFAST shall not be liable or responsible for any Loss suffered or incurred by the Customer or any other Person by reason of any error or omission in the completion of the Application Form or in the furnishing or online updating of the particulars by the Customer.
- AUTHORITY OF PERSONAL REPRESENTATIVES
- All acts performed by iFAST prior to receiving written notice together with the necessary documentations, of the Customer's death, incapacity or incapability shall be valid and binding upon the Customer and the Customer's successors in title.
- In the event of the Customer's death, iFAST shall be absolutely protected in acting under this Agreement until iFAST receives actual notice of death from the legal personal representatives or executors of the Customer. The legal personal representatives or executors will be recognised by iFAST as having the sole authority to act under this Agreement on behalf of the deceased Customer.
- GENERAL INDEMNITY
- In addition and without prejudice to any other right or remedy of iFAST (at law or otherwise) the Customer shall indemnify and hold iFAST and its Personnel harmless from and against any and all Loss suffered or incurred by iFAST and/or its Personnel as a result of: -(a) any failure by the Customer to comply with these terms and conditions;(b) any failure by the Customer to provide full and accurate details as requested by iFAST;(c) any failure by the Customer to having sufficient Securities in the Account and/or direct securities account with CDP to meet sell orders;(d) iFAST acting in accordance with the Orders or in any manner permitted under these terms and conditions;(e) iFAST acting in accordance with any order of court/authority;(f) any change in any Applicable Laws; and/or(g) any act or thing done or caused to be done by iFAST in connection with or referable to these terms and conditions or any Account or the instructions of the Customer.
The Customer's obligation to indemnify iFAST and its Personnel shall survive the termination of the Account, these terms and conditions or the Electronic Services.
- In addition and without prejudice to any other right or remedy of iFAST (at law or otherwise) the Customer shall indemnify and hold iFAST and its Personnel harmless from and against any and all Loss suffered or incurred by iFAST and/or its Personnel as a result of: -
- GENERAL EXCLUSION AND LIMITATION OF LIABILITY
- In addition and without prejudice to any other right or remedy which may be available (whether under these terms and conditions or under Applicable Laws), and in the absence of fraud on the part of iFAST and/or its Personnel, neither iFAST nor the Custodian nor its Personnel shall be liable to the Customer in any respect for any Loss suffered by the Customer, including but not limited to any Loss arising out of any of the following:(a) any reliance by the Customer on any information and/or reports which are incomplete, inaccurate, corrupted, untrue or out-of-date, notwithstanding that such information and/or reports may or may not have been customised for the use of the Customer, where such information and/or reports have been prepared, compiled or produced by any Manager/counterparty/stock exchange or any third party, received by iFAST in good faith and forwarded to the Customer by iFAST or made available through the Electronic Services;(b) any loss or unauthorised use of the Electronic Services or delay in the transmission or wrongful interception of any Order or contract through any equipment or system, including any equipment or system owned and/or operated by or behalf of iFAST;(c) any delay, fault, failure or loss of access to or unavailability of the Electronic Services for whatever reason; or(d) any non-payment by the Manager/counterparty/stock exchange;(e) any delay, failure or omission in the execution of the Orders of the Customer due to any reason, circumstances, acts or Force Majeure Events beyond the control of iFAST or where such Orders are ambiguous, contradictory or conflicting;(f) the manner in which the Custodian holds the Securities or deals with monies received or intended to be received in connection therewith;(g) the performance or non-performance of iFAST hereunder;(h) any corporate action(s) which the Customer participates in or which the Customer is unable to participate in;(i) any act, omission or insolvency of any entity providing central depository, clearing and/or settlement facilities;(j) any liability for tax or similar payment or withholding in connection with any Security;(k) iFAST suspending or terminating the operations of any or all of the Customer's Accounts and/or services under the terms herein.
- For the avoidance of doubt and without prejudice to the generality of the foregoing, iFAST and its Personnel shall not in any event be liable to the Customer for any indirect or consequential loss, or for punitive damages.
- The Customer hereby agrees and acknowledges that the CDP shall have no liability to any party affected or aggrieved by any alleged action or omission of CDP or any of the directors, officers or employees of CDP.
- In addition and without prejudice to any other right or remedy which may be available (whether under these terms and conditions or under Applicable Laws), and in the absence of fraud on the part of iFAST and/or its Personnel, neither iFAST nor the Custodian nor its Personnel shall be liable to the Customer in any respect for any Loss suffered by the Customer, including but not limited to any Loss arising out of any of the following:
- TERMINATION
- Either Party may terminate the Account by giving the other seven (7) Business Days' written notice.
- Termination of the Account shall in no way prejudice or affect any rights iFAST may have against the Customer under these terms and conditions or under Applicable Laws.
- Notwithstanding Clause 25.1 above, iFAST shall be entitled to terminate or suspend the Account, immediately and without notice to the Customer, on the happening of any of the following events:(a) an Account that has no holdings and/or activity for the past two (2) years;(b) an Account that has been deemed to be dormant based on a set of criteria that iFAST may determine from time to time;(c) an Account where the aggregate value of the Customer's holdings fall below a certain threshold, to be decided by iFAST;(d) the Customer fails to comply with, or when iFAST forms the view, in good faith, that an event had occurred that might have a material adverse effect upon the Customer's ability to comply with, any of its obligations hereunder or under any Account or Transaction;(e) an encumbrancer takes possession or a receiver or receiver and manager is appointed over any of the property or assets of the Customer;(f) the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order;(g) the Customer is the subject of a petition presented or an order made or a resolution passed to wind up the Customer, to place the Customer in bankruptcy, to place the Customer in judicial management or to take any similar or analogous action in respect of the Customer;(h) where applicable, the Customer ceases, or threatens to cease, to carry on business;(i) any of the Customer's representations, warranties or statements hereunder or in the Application Form or in any document delivered pursuant to the Account has not been complied with or is incorrect or incomplete in any respect; or(j) iFAST forms the view, in good faith, that an Account is not operated in a proper or regular manner;(k) iFAST deems it necessary or appropriate in good faith to comply with applicable laws, regulations, notices, directives or good standard of market practice; or(l) iFAST forms the view, in good faith, that it should take action in order to preserve its rights or interests in relation to any Account or under its relationship with the Customer.
- CONSEQUENCES OF TERMINATION
- In the event that the Account is terminated by either Party in accordance with Clause 25.1 above, iFAST shall deduct from the Parking Facility Fund the sum of any outstanding fees, charges and expenses, and where necessary sell or redeem from any of the Securities and/or Cash Fund in the Account to satisfy any monies due from the Customer to IFAST under these terms and conditions or in connection with the Account or any Transaction effected there under.
- In the event that the Account is terminated by iFAST pursuant to Clause 25.3 above, and without prejudice to any other right of iFAST hereunder or under Applicable Law, iFAST may (but is not obliged to) immediately or at any time thereafter, do any one or more of the following: -(a) suspend (indefinitely or otherwise) or terminate the Account, or iFAST's relationship with the Customer, accelerate any and all liabilities of the Customer to iFAST so that they shall become immediately due and payable, and exercise its rights under Clause 26.1;(b) cancel any of the Customer's outstanding Order(s);(c) apply any amounts of whatsoever nature standing to the credit of the Customer against any amounts which the Customer owes to iFAST (of whatsoever nature and howsoever arising, including any contingent amounts), or generally to exercise iFAST's right of set-off against the Customer;(d) exercise its right of sale and/or redemption in respect of any of the Customer's Securities or call upon any security including but not limited to any guarantees and letters of credit which may have been issued to or in favour of iFAST as security for the Account;(e) demand any shortfall after (c) or (d) above from the Customer, hold any excess pending full settlement of any other obligations of the Customer, or pay any excess to the Customer by way of cheque to the last known address of the Customer; and(f) exercise such other authority and powers that may have been conferred upon iFAST by these terms and conditions.
- COMMUNICATIONS
- The Customer acknowledges and agrees that any communication (including but not limited to the sending of notices, annual and semi-annual reports, statements, performance statements, or confirmation notes or status of Orders (whichever may be applicable for the relevant Security in question)) to the Customer from iFAST may be sent, at iFAST's sole discretion, by electronic mail, facsimile, telex, e-notice, SMS, mobile apps notification or ordinary mail to the Customer's last known address. Any such communication shall be deemed to be received by the Customer (a) if given by electronic mail, facsimile, e-notice, SMS, mobile apps notification or telex transmission at the same time it is dispatched, notwithstanding that such communication may be returned undelivered; or (b) if given by ordinary mail two days after the same has been posted, notwithstanding that such communication may be returned through the post office undelivered.
- The Customer agrees and consent that iFAST may send direct marketing materials or messages to him/her from time to time by electronic mail, facsimile, telex, e-notice, SMS, mobile apps notification or ordinary mail, relating to financial products and/or services. The Customer agrees that to the extent permitted by the laws the consent herein shall constitute specific opt-in for the purpose of any Applicable Laws.
- Any communications from the Customer to iFAST, whether they be instructions relating to any of the Accounts or otherwise, shall be given in accordance with iFAST's general operating procedures.
- GOVERNING LAW AND JURISDICTION
- These terms and conditions, any Account, and the relationship between the Customer and iFAST, and the rights and obligations contemplated thereunder, shall be governed by and be construed in accordance with the laws of the Republic of Singapore. The Customer and iFAST submit to the non-exclusive jurisdiction of the courts of the Republic of Singapore.
- CONTRACTS (RIGHTS OF THIRD PARTIES) ACT CHAPTER 53B
- Save as expressly provided herein, the Contracts (Rights of Third Parties) Act Chapter 53B of Singapore shall not under any circumstances apply to these terms and conditions and any person who is not a party to these terms and conditions (whether or not such person shall be named, referred to, or otherwise identified in, or form part of a class of persons so named, referred to or identified in, these terms and conditions) shall have no right whatsoever under the Contracts (Rights of Third Parties) Act Chapter 53B to enforce these terms and conditions or any of its terms.
SCHEDULE 1
Risk Disclosure Statement Relating to Securities
Customers who trade or transact in Securities through iFAST should be aware of the following risks which may be involved in such trading:
Contractual Terms
- The terms as to price, term, expiration dates, restrictions or exercising an option and other terms material to a transaction.
- Any terms describing risk factors, such as volatility, liquidity, etc.
- The circumstances under which you may become obliged to make or take delivery of the underlying interest of a transaction.
- The legal risk surrounding the transaction, including but not limited to the circumstances under which the transaction may be illegal, resulting in it being void and unenforceable.
Market Forces
- Your payments or receipts under a transaction will be linked to changes in the particular financial market or markets which the transaction is linked, and you will be exposed to price, currency exchange, interest rate or other volatility in that market or markets. You may sustain substantial losses on the contract, trade, product or financial investment if the market conditions move against your positions. It is in your interest to fully understand the impact of market movements, in particular the extent of profit/loss you would be exposed to when there is an upward or downward movement in the relevant rates, and the extent of loss if you have to liquidate a position if market conditions move against you. Your position may be liquidated at a loss, and you will be liable for any resulting deficit in your Account with iFAST.
- The price and value of any investment in securities and the income, if any, from them, can fluctuate and may fall against your interest. An individual security may experience downward price movements and may under some circumstance even become valueless. An inherent risk of trading Securities is that losses may be incurred, rather than profits made, as a result of buying and selling Securities. Any representation of part performance is not necessarily a guide to future performance.
- Under certain market conditions you may find it difficult or impossible to liquidate a position, to assess a fair price or assess risk exposure. This can happen, for example, where the market for a transaction is illiquid or where there is a failure in electronic or telecommunications systems, and where there is occurrence of a Force Majeure Event (which shall include without limitation, any form of restriction, moratorium or suspension on trading imposed by an exchange, market or other authority regulating trading in the transactions). This could also happen for unlisted Securities where there is no formal market for such Securities and are often thinly traded. In addition there can be no certainty that market traders will be prepared to deal in Securities, in particular in relation to unlisted Securities.
- Transactions on markets in other jurisdictions may expose you to additional risk. Such markets may be subject to regulation that may offer different or diminished investor protection. Transactions related to emerging countries may carry high investment risks such as political risks, risks of economic instability, greater prevalence of illegitimate market practices and laws and regulations which afford inadequate protection and safeguards to investors. You may be exposed to operational risks and other risks associated with the market infrastructure in that jurisdiction. The concept of beneficial ownership may not exist or be fully developed in the foreign jurisdiction and it is possible that its law will not recognize your beneficial ownership of Securities held by a sub-custodian in that jurisdiction.
Electronic Trading
- iFAST's trading facilities are supported by computer-based component systems for the order-routing, execution, matching, registration or clearing of trades. As with all facilities and computer systems, you will be exposed to risks associated with the systems including the failure of hardware and software, risks of any defect, deficiency or malfunction in, and /or any breakdown, disruption or failure of any telecommunications, computer or other electronic equipment or system associated with such electronic system, loss of data or information that may occur due to any cause whatsoever. The result of any system failure may be that your Order is either not executed according to instructions or is not executed at all.
- You should also be aware that the Internet is not a completely reliable transmission medium and there may be delays in service provisions.
Overseas-Listed Investment Products
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, 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 local regulatory authority may be unable to compel the enforcement of the rules of regulatory authorities or markets in other jurisdictions where your transaction has been effected.
- 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.
- There are also certain stock exchanges which have been established as markets designed to accommodate companies to which a high investment risk may be attached, such as Growth Enterprise Market in Hong Kong and Catalist in Singapore. In particular, companies may list on these stock exchanges with neither a track record of profitability nor any obligation to forecast future profitability. There may be risks arising out of the emerging nature of companies listed on these exchanges and the business sectors or countries in which the companies operate. Further there is a risk that companies traded on such exchanges may be susceptible to market volatility and there is no assurance that there will be a liquid market in the securities of such companies
Warrant
A warrant is a time-limited right to purchase and/or subscribe for securities and is exercisable against the original issuer of the underlying securities. A relatively small movement in the price of the underlying security results in a disproportionately large movement, favourable or unfavourable, in the price of the warrant. The prices of warrants can therefore be volatile. It is essential for anyone who is considering purchasing warrants to understand that the right to purchase and/or subscribe which a warrant confers is invariably limited in time with the consequence that if the investor fail to exercise this right within the predetermined time-scale then the investment becomes worthless.
Currency Risk
The fluctuations in foreign currency rates have an impact on the profit/loss and the financial investment where the transaction is denominated or settled in a different currency from the currency where you carry on your ordinary business or keep your accounts.
Credit Risk
- As iFAST may not always be your contractual counterparty, your contractual counterparty or a third party issuer, will be liable to you under the transaction. Therefore, you should take into account all risks associated with such counterparty or third party issuer, including the counterparty's or issuer's financial standing.
- In the event of insolvency of the issuer of a Security or the counterparty to a transaction, you may experience delay in liquidating your investment and may suffer losses, including a decline in the value of your investment. Furthermore, the insolvency of the issuer of a Security or the counterparty to a transaction may lead to positions being liquidated or closed out without your consent.
Counterparty Risks
You need to be aware of the identity of the contractual counterparty you are or may be matched with. Often, you will be purchasing an unsecured obligation of such counterparty and you should evaluate the comparative credit risk.
Tax Risk
You should understand the tax implications prior to entering into any transactions. Different transactions may have different tax implications. Therefore, you should consult your tax adviser to understand the relevant tax considerations.
Over-The-Counter (OTC) Products
Because the prices and characteristics of over-the-counter transactions are individually negotiated and there is no central source for obtaining prices, there are inefficiencies in transaction pricing. As a result, the Customer is exposed to credit risk of the counterparty in which they enter into a bilateral agreement with. The Customer may also be exposed to liquidity risk and iFAST cannot and does not warrant that there is an active trading market and the price iFAST secures for the Customer will at any time be the best price available to the Customer. In entering an OTC transaction, iFAST may make a profit despite the Customer incurring a loss.
Exchange traded Funds (ETF)
ETFs are open-ended collective investment schemes, traded as shares on stock exchanges, and typically replicate a stock market index, market sector, commodity or basket of assets. ETFs can be broadly grouped into two types. Traditional ETCs track, replicate and correspond to the performance of an underlying index. Synthetic ETFs mimics the behavior of traditional ETFs through the use of derivatives such as swaps and performance-linked notes.
- ETFs are subject to tracking error risk, namely the disparity between the performance of the ETF as measured by its net asset value and the performance of the underlying index. Tracking error may arise due to various factors. These include, failure of the ETFs tracking strategy, the impact of fees and expenses, foreign exchange differences between the base currency or trading currency of an ETF and currencies of the underlying investments, or corporate actions such as rights and bonus issues by the issuers of the ETFs underlying securities.
- Trading on an exchange does not, in and of itself guarantee that a liquid market exists for an ETF. A higher liquidity risk is also involved if an ETF invests in financial derivative instruments that are not actively traded in the secondary market and where price transparency is not as easily accessible as physical securities. This may result in a bigger bid and offer spread.
- Further, an ETF is exposed to the economic, political, currency, legal and other risks of a specific sector or market related to the underlying equity, commodity, asset or index that the ETF is designated to track.
- Synthetic ETFs typically invest in over-the-counter derivatives issued by counterparties. Such a synthetic ETF may suffer losses potentially equal to the full value of the derivatives issued by the counterparty upon its default. Synthetic ETFs are thus exposed to both the risks of the securities that constitute the index as well as the credit risk of the counterparty that issues the financial derivative instruments for replicating the performance of the index.
Risk related to Bonds
Bonds are debt securities that offer fixed returns over a defined period and are intended to be held to maturity. These instruments carry a number of risks such as credit, default, interest, currency and liquidity risks.
- Credit risk arises from default events that may result in the inability of the issuer to pay interest or principal.
- Default risk is high when credit rating is non-investment grade or nonrated. In a default situation, the buyer may lose both interest and principal.
- Interest risk arises as bond prices generally move inversely with interest rates.
- Currency risk arises from holding debt securities that are issued in a foreign currency, hence exposing the buyer to fluctuations in exchange rate. There is a chance that if the currency moves adversely, the buyer may also suffer a loss.
- Liquidity risk refers to the availability of prices for buying and selling in a market. It is common for most debt securities to suffer from poor liquidity because they are quoted over-the-counter (OTC). OTC products are not listed or available on a securities exchange, but traded directly between two parties. Thus, one is exposed to the credit risk of the counterparty in which they enter into a bilateral agreement with. iFAST does not warrant that there is an active trading market and that the price iFAST secures for the customer will at any time be the best price we procure.
- Fluctuations and volatility in the market price of the bonds.
Risk related to Investment in Debt Securities
- The value of the investments will depend on market interest rates, the credit quality of the issuer and liquidity considerations.
- Some may be invested in high yielding debt instruments where the level of income may be relatively high (compared to investment grade debt instruments). However the risk of depreciation and realisation of capital losses on such instruments will be significantly higher than on lower yielding debt instruments.
- Some may invest in investment grade debt securities, which like other types of debt securities, involve credit risk of the debt security issuer and may be subject to ratings downgrades by the rating agencies.
- Some may invest in a relatively small number of investments or may be concentrated in a specific industry sector and are subject to higher concentration risk.
- Some may invest in part or in whole in emerging markets which may be more volatile and subject to greater political and economic risks.
Payment Tokens Related Products ("PTPs")
Trading in PTPs, such as cryptocurrency funds, ETFs, debentures, or any other products referencing payment tokens, involves substantial risk and may not be suitable for all investors. Before engaging in trading or investing in PTPs, it is important that you carefully consider the product's features, risk factors, fees, and expenses. Additionally, consider whether such trading aligns with your risk tolerance, investment objectives, experience, financial condition, personal circumstances, and other relevant factors.
You should keep yourself informed of trading risks in general, and specifically, be aware of the following risks associated with trading in PTPs. Note that this list is not exhaustive and may not encompass all potential risks arising from trading in PTPs:
- Cryptocurrencies, being non-legal tender and lacking government backing, are inherently different from traditional currencies.
- Customers may be affected by undesired price slippages, especially during high market volatility and/or low market liquidity. As a relatively new asset class, regulatory developments, or the absence thereof, may result in customers trading in the PTPs not receiving the same level of regulatory safeguards or protections from the MAS that typically apply to traditional capital market products.
- Cryptocurrencies have little or no intrinsic value and exhibit high volatility. Investment in these PTPs carries a heightened risk due to unpredictable price swings influenced by unforeseen events, changes in market sentiments, and a lack of price transparency.
- Cryptocurrency exchanges, where these assets are bought and traded, may be susceptible to cyber security threats. The absence of regulatory oversight for PTPs adds to the vulnerability of these exchanges. A cyberattack leading to the theft of cryptocurrencies can result in significant adverse price movements.
Trading in PTPs is highly risky and suitable only for clients with a high-risk tolerance and the financial capacity to withstand losses if PTP-related positions turn unprofitable. You may lose more than you invest. If you lack familiarity with PTPs, you should not trade in them.
Non-Advisory Nature of Relationship
You should note and accept that our relationship with you in relation to your Securities and Securities-related transactions is purely as execution-only broker/dealer or as counterparty to you. In either case, while you are entitled to expect us or our employees or representatives to answer your queries, the obligation in so answering is only to be honest. Such answers should not be assumed to be backed by any prior reasonable due diligence or research or specifically suitable for reliance by you without you first independently confirming that the answer is intended as specific advice to and is suitable for or to your specific financial needs and objectives or you verifying the same with your independent advisers on our specific suitability for your specific financial needs and objectives.
Risk of Margin Trading
The use of margin involves a high degree of leverage and risk which can lead to losses as well as gains which are of a larger magnitude as compared to the movement of a security or market.
While the amount of initial margin may be small relative to the value of the transactions made on margin, a relatively small movement of a security or market will result in a proportionally larger impact on the initial margin placed with iFAST, which could work for or against you.
If the market moves against you, you may not only sustain a total loss of your initial margin and any additional funds deposited with iFAST to maintain your position, but you may also incur further liability to iFAST or sustain further or additional losses. You may be called upon at short notice to make additional margin deposits or interest payments to maintain your position. If the required margin deposits or interest payments are not made within the prescribed time, iFAST has the right, at its discretion, to close any or all positions that you may have and liquidate your collateral without your consent or prior notice. Moreover, you will remain liable for any resulting deficit in your account and interest charged on your account.
Under certain market conditions, such as but not limited to a "limit move" of a market or security and the suspension of trading by the relevant exchange, it may be difficult or impossible to liquidate a position. There may also not be a ready market for certain investments to facilitate the liquidation of a position. As such, it may be impossible for contingent orders, such as but not limited to "stop-loss" or "stop-limit" orders, to be executed and limit your losses to the intended amounts.
You should therefore carefully consider whether such a financing arrangement is suitable for you in light of your own financial position, experience, objectives, ability to bear risks and other relevant circumstances.
The above statements do not purport to disclose or discuss all of the risks and other significant aspects of any transaction. In light of the risks, the Customer should undertake such transaction only if he/she understands the nature of securities, including derivatives and the contracts which he/she is entering into and the extent of his/her exposure to risk. The Customer should therefore consult with his/her own legal, tax and financial advisers before entering into any particular transaction.
SCHEDULE 2
Risk Warning Statement for Overseas-Listed Investment Products
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 that you are investing in.
- This statement is provided to you in accordance with paragraph 29D of the Notice on the Sale of Investment Products [SFA04-N12] and paragraph 41C of the Notice on Recommendations on Investment Products [FAA-N16].
- 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.
- 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
Differences in legal systems
(d) 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.
(e) 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.
(f) 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.
(g) Some jurisdictions may also restrict the amount or type of investment products that foreign
Different costs involved
(h) 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.
(i) 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.
(j) 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
(k) 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 of 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
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.SCHEDULE 3
Market Data Provisions of relevant stock exchange(s) / market(s)
HKEX INFORMATION SERVICES LIMITED ("HKEX")
In relation to the usage of HKEX Market Data, the Subscriber acknowledges and agrees to the following:
Conditions of the Transmission of Market Data
- Market Data provided herein is for the exclusive use of the Subscriber within the scope of its activity.
- The Subscriber is expressly prohibited from copying or redistributing the said Market Data in any manner or format whatsoever, to any individual or legal entity whatsoever, either for free or for valuable consideration, without the prior written consent of HKEX, its holding companies and/or any subsidiaries of such holding companies.
- The Subscriber agrees that it shall accept the specific conditions imposed by HKEX, as specified from time to time by iFAST.
- The Subscriber acknowledges that HKEX is and shall remain the owner of all the property rights over the Market Data they provide.
- The Subscriber shall take all reasonable measures in order to avoid Market Data that it receives being used for unauthorised or illegal purposes or being hacked.
- The Subscriber shall indemnify iFAST and HKEX for the consequences of any unauthorised use.
- The Subscriber acknowledges that since the Market Data relates to financial information, HKEX and/or iFAST reserve(s) the right to modify the structure of the Market Data provided in the event that they are required to do so by legislation or that any regulations governing them are amended.
- The Subscriber acknowledges that iFAST is under an absolute obligation to stop providing the Market Data on first demand from HKEX to do so, and for whatever reason. Should this happen, iFAST shall in no case be held liable for the consequences of this interruption in the provision of Market Data.
- iFAST shall not be directly or indirectly liable for any damage whatsoever resulting directly or indirectly from the content, reliability, integrity, comprehensiveness, accuracy or quality of the Market Data. iFAST shall not be directly or indirectly liable for any damages whatsoever, including consequential loss, special, indirect or punitive damages, resulting from or arising out of an interruption of the transmission of the Market Data.
Financial Terms
The Subscriber agrees to pay Market Data fees as stipulated by iFAST from time to time.
Termination
- The provisions herein shall enter into effect on the date of acceptance by the Subscriber herein and it shall continue in effect without expiration unless the Subscriber unsubscribes to HKEX Market Data or iFAST notifies the Subscriber of its intent to discontinue providing the Market Data.
- The provisions herein will automatically terminate with immediate effect in the event of termination and/or closure of the Account.
- iFAST shall automatically terminate and cut off the flow of Market Data at any time, without any liability, and/or owing any compensation, to the Subscriber, if the Subscriber does not comply with the terms and conditions set forth herein concerning the Market Data transmission.
HKEX Disclaimer
HKEX INFORMATION SERVICES LIMITED, ITS HOLDING COMPANIES AND/OR ANY SUBSIDIARIES OF SUCH HOLDING COMPANIES ENDEAVOUR TO ENSURE THE ACCURACY AND RELIABILITY OF THE INFORMATION PROVIDED BUT DO NOT GUARANTEE ITS ACCURACY OR RELIABILITY AND ACCEPT NO LIABILITY (WHETHER IN TORT OR CONTRACT OR OTHERWISE) FOR ANY LOSS OR DAMAGE ARISING FROM ANY INACCURACIES OR OMISSIONS.
SGX-ST
In relation to the usage of SGX-ST Market Data, the Subscriber acknowledges and agrees to the following:
- The transmission of Market Data is conditional upon the Subscriber's strict compliance with the provisions set forth herein, and iFAST may, with or without notice to the Subscriber, discontinue transmission of Market Data whenever in iFAST's judgment there has been any breach by the Subscriber or any entity on behalf of the Subscriber, of any of the provisions herein, or whenever directed to do so by SGX-ST.
- iFAST shall have the right at any time during this Agreement and without cause to stop the dissemination of Market Data to the Subscriber upon being directed by SGX-ST to do so.
- Neither iFAST nor SGX-ST guarantee the sequence, timeliness, accuracy or completeness of any of the Market Data. Neither iFAST nor SGX-ST shall be liable for non-performance or interruption of transmission due to any cause whatsoever, including any omission or negligence on the part of iFAST or SGX-ST. Neither iFAST nor SGX-ST shall be liable for any reason whatsoever to the Subscriber or to any other person for any delays, inaccuracies, errors or omissions in the Market Data, or in the transmission of such Market Data, or for any damages arising therefrom or occasioned thereby, including economic, financial, material, personal or consequential loss or damage.
- SGX-ST shall not be liable in any way whatsoever to the Subscriber or any other person whatsoever for any economic, financial, material, consequential, or personal losses or damage resulting from actions or decisions based on, or as a result of, Market Data received directly or indirectly from iFAST.
- The Subscriber shall indemnify each of iFAST, SGX-ST and their respective officers, employees and agents against all loss, actions, proceedings, costs, claims and damages arising from:a. any breach by the Subscriber of its obligations herein;b. any reliance by any third party on the Market Data obtained through, or from, the Subscriber's utilisation of the Market Data; orc. any defect in or abuse or misuse or failure of operation or performance or breakdown of such equipment or any part(s) of such equipment at any time.
- The Subscriber shall not use or permit the Market Data to be used other than for its own internal purposes, and shall not, and shall not permit any third party to, use or distribute, or purport to use or distribute, the Market Data.
- The Subscriber acknowledges that the Market Data provided to it is confidential and remains the valuable property of SGX-ST. The Subscriber agrees and undertakes that during the term of this Agreement and thereafter, it shall keep confidential, and shall not without the prior written consent of SGX-ST disclose to any third party, the confidential information (including the Market Data).
- The Subscriber shall not allow any other person to:1. use the Market Data to compile a stock index on the Singapore stock market or on securities or derivatives quoted or traded on the Singapore Exchange Limited, which would enable or facilitate index based trading to be conducted by any market or person;2. use the Market Data to create any derivatives works for any purposes whatsoever;3. engage in the operation of any unlawful business nor allow any other unauthorized or unlawful usage of the Market Data in contravention of any terms of this Agreement or any applicable laws, rules and regulations; or4. commercially exploit the Market Data in any other manner whatsoever contrary to the intent and spirit herein.
- SGX-ST shall have the right under the Contracts (Rights to Third Parties) Act Chapter 53B of Singapore to enforce its rights herein.
Financial Terms
The Subscriber agrees to pay Market Data fees as stipulated by iFAST from time to time.
Termination
- The provisions herein shall enter into effect on the date of acceptance by the Subscriber herein and it shall continue in effect without expiration unless the Subscriber unsubscribes to SGX-ST Market Data or iFAST notifies the Subscriber of its intent to discontinue providing the Market Data.
- The provisions herein will automatically terminate with immediate effect in the event of termination and/or closure of the Account.
- iFAST shall automatically terminate and cut off the flow of Market Data at any time, without any liability, and/or owing any compensation, to the Subscriber, if the Subscriber does not comply with the terms and conditions set forth herein concerning the Market Data transmission.
AMERICAN STOCK EXCHANGE, INC ("AMEX") and NEW YORK STOCK EXCHANGE, INC ("NYSE")
In relation to the usage of AMEX and NYSE Market Data, the Subscriber acknowledges and agrees to the following:
- That any United States-registered national securities exchanges and national securities associations (each an "Authorizing SRO"), AMEX and NYSE has a proprietary interest in the Market Data that originates on or derives from it or its market(s).
- That the Authorizing SROs are third-party beneficiaries under these terms and conditions and may enforce its rights, by legal proceedings or otherwise against the Subscriber or any person that obtains Market Data that is made available pursuant hereof. The Subscriber shall pay the reasonable attorney's fees that any Authorizing SRO incurs in enforcing its rights herein.
- That neither AMEX, NYSE, the Authorizing SRO nor iFAST guarantees the timeliness, sequence, accuracy or completeness of Market Data. The Subscriber shall not hold AMEX, NYSE, the Authorizing SRO nor iFAST liable in any way for (a) any inaccuracy, error or delay in, or omission of, (i) any such data, information or message or (ii) the transmission or delivery of any such data, information or message, or (b) any loss or damage arising from or occasioned by (i) any such inaccuracy, error, delay or omission, (ii) non-performance or (iii) interruption in any such data, information or message due either to any negligent act or omission by AMEX, NYSE, the Authorizing SRO or iFAST, to any Force Majeure or to any other cause beyond the reasonable control of AMEX, NYSE, the Authorizing SRO or iFAST.
- That the Subscriber shall not furnish the Market Data to any other person or entity and shall use Market Data only for its individual use in its business.
- The Authorizing SROs may discontinue disseminating any category of Market Data, may change or eliminate any transmission method and may change transmission speeds or other signal characteristics and shall not be liable for any resulting liability, loss or damages that may arise therefrom.
THE NASDAQ STOCK MARKET LLC ("NASDAQ")
In relation to the usage of NASDAQ Market Data, the Subscriber acknowledges and agrees to the following:
- The provision and availability of the NASDAQ Market Data is subject to the terms and conditions, and limitations imposed by NASDAQ on iFAST. Therefore, the provision and availability of such information to the Subscriber is subject to such terms and conditions and limitations. NASDAQ grants to the Subscriber a non-exclusive and non-transferable license to receive and use the Market Data transmitted to it by iFAST. The Subscriber acknowledges and agrees that NASDAQ has proprietary rights to the Market Data that originates on or devise from markets regulated or operated by NASDAQ and compilation or other rights to information gathered from other sources.
- That the NASDAQ Market Data originates from NASDAQ and iFAST disclaims all liability in respect thereof. In particular, and without derogation to the foregoing, iFAST makes no representation and disclaims all express, implied, and statutory warranties of any kind including warranties as to accuracy, timeliness, sequence, completeness, merchantability, or fitness for any particular purpose in relation to the NASDAQ Market Data.
- That NASDAQ will make commercially reasonable efforts to offer the NASDAQ Market Data as promptly and as accurately as is reasonably practicable. Notwithstanding the foregoing, the Subscriber acknowledges and agrees that the NASDAQ Market Data and any and all material related to the NASDAQ Market Data are being provided "as is" with no warranties.
- In the event that the NASDAQ Market Data is not available as a result of a failure on the part of NASDAQ, NASDAQ will endeavor, giving due regard for the cost, time and effect on other users, to correct any such failure. In the event that the NASDAQ Market Data is not available, is delayed, is interrupted, is incomplete or is not accurate or is otherwise materially affected for a period, the Subscriber's rights and remedies are expressly limited to such of the rights and remedies as may be available to iFAST against NASDAQ in respect thereof and to the extent that the exercise of such rights and remedies are, at the absolute discretion of iFAST available to the Subscriber. Beyond the warranties stated in this section, there are no other warranties of any kind, express, implied or statutory (including, without limitation, timelines, truthfulness, sequence, completeness, accuracy, freedom from interruption, any implied warranties arising from trade usage, course of dealing, or course of performance, or the implied warranties of merchantability or fitness for a particular use or purpose).
- The Subscriber will not sell, lease, furnish or otherwise permit or provide access to the Market Data to any other Person or to any other office or place, and shall take reasonable security precautions to prevent unauthorized Persons from gaining access to the information. The Subscriber will not engage in the operation of any illegal business use or permit anyone else to use the Market Data, or any part thereof, for any illegal purpose or violate any NASDAQ or Securities and Exchange Commission ("SEC") Rule. The Subscriber shall not present the Market Data rendered in any unfair, misleading or discriminatory format. In the event of any misappropriation or misuse by the Subscriber or anyone who accesses the information through the Subscriber, NASDAQ or its third-party information providers shall have the right to obtain injunctive relief for its respective materials.
In addition to the above, the Subscriber acknowledges and agrees to the following:
- iFAST shall not be liable to the Subscriber or any other person for trading losses, loss of anticipated profits, loss by reason of shutdown in operation or for increased expenses of operation, or for indirect, special, punitive, consequential, or incidental loss or damage of any nature arising from any cause whatsoever, even if iFAST and/or NASDAQ have been advised of the possibility of such damages.
- iFAST shall not be liable to the Subscriber or any other person for any unavailability, interruption, delay incompleteness, or inaccuracy of the NASDAQ Market Data. If iFAST, for any reason, is held liable for claims arising from the NASDAQ Market Data, whether in tort or in contract, the liability of iFAST is limited to an amount of direct damages that is actually incurred by the Subscriber in reasonable reliance, and which amount does not exceed, at iFAST's option, the amount equal to what iFAST receives from NASDAQ by way of a prorated credit or a prorated refund of any monies due to NASDAQ from iFAST (less monies refunded or credited to the Subscriber) for the NASDAQ Market Data at issue for the period at issue.
- iFAST shall not be liable to the Subscriber or to any other person for the unavailability, interruption, delay, incompleteness or inaccuracy of information or data received from NASDAQ's third party information providers or from a re-distributor of NASDAQ or for any acts or omissions of such third party or re-distributor.
Cboe Data Services LLC ("CDS")
In relation to the usage of CDS Market Data, the Subscriber acknowledges and agrees to the following:
Definitions
"System Description" means any written description of iFAST's system for receiving, storing, processing, using, entitling, transmitting and disseminating Market Data that is provided to and approved by CDS.
"CDS Indemnified Parties" means, collectively, CDS, its affiliates and third party information providers, and its and their respective owners, officers, directors, employees, contractors and agents.
"Professional User" means a Subscriber who meets any one (1) of the following criteria:
- The Subscriber is subscribing on behalf of a firm, corporation, partnership, trust, or association.
- The Subscriber uses the information in connection with any trade or business activities, and not for personal investment.
- The Subscriber is a securities broker-dealer, registered representative, investment advisor, investment banker, futures commission merchant, commodities introducing broker or commodity trading advisor, money manager, member of the Securities Exchange or Association or Futures Contract market, or any owner, partner, or associated person of the foregoing.
- The Subscriber is employed by a bank or any organisation exempt from registration under any relevant federal or state securities law or an affiliate of either to perform functions related to securities or commodity futures investment or trading activity.
Conditions of the usage of Market Data
- Market Data provided herein is for the exclusive use of the Subscriber within the scope of its activity.
- The Subscriber shall not use, or permit any third party to use Market Data for the creation or calculation of any index or similar work or in connection with the creation of any financial instrument or investment product.
- Any use or distribution of the Market Data by Subscribers, including, but not limited to, reprocessing or creating derived data or services, unless expressly described in the written description of iFAST's System Description and approved by CDS, is prohibited.
- The Subscriber acknowledges that CDS retains the right to direct iFAST to terminate any use or distribution of Market Data for any reason or no reason. Should this happen, iFAST shall in no case be held liable for the consequences of this interruption in the provision of Market Data.
- In the event if the Subscriber fails to comply with any of these terms or conditions, then iFAST shall, within 5 business days after receipt of notice from CDS of such failure or untruth, cease providing Market Data to such Subscriber.
- The Subscriber shall indemnify, defend and hold harmless each of iFAST, CDS and the CDS Indemnified Parties from and against any and all Losses imposed on or asserted against iFAST, CDS and/or the CDS Indemnified Parties by a third party resulting from, in connection with, or arising out of any failure of the Subscriber to comply with the terms and conditions herein or any CDS required agreement for Market Data;
- iFAST and CDS shall not be liable to the Subscriber or to any other Person, for Losses related to the Market Data, including for any inaccurate or incomplete Market Data received from CDS or from iFAST, any delays, interruptions, errors, or omissions in the furnishing thereof, or any direct, indirect or consequential damages arising from or occasioned by said inaccuracies, delays, interruptions, errors or omissions.
- The Subscriber expressly acknowledges that Market Data and any and all material related to Market Data, are being provided "as is". The Subscriber acknowledges that iFAST, CDS or CDS Indemnified Parties do not make any representations or warranties, express or implied, with respect to Market Data, including, without limitation, any implied warranties or any warranties of merchantability, quality or fitness for a particular purpose.
- The Subscriber has read and agrees to be bound by the Cboe Global Markets, Inc. Privacy Notice and Policy (located at www.cboe.com/legal/privacy).
Status
- By default, iFAST shall treat the Subscriber as a non-Professional User. However, if the Subscriber falls within the definition of Professional User, the Subscriber shall promptly notify iFAST of its status.
- Should the Subscriber fail to notify iFAST that he is a Professional User, iFAST reserves the right to claim from the Subscriber any unpaid Market Data fees due to iFAST and all applicable penalties in relation to such failure of the Subscriber to notify iFAST.
Financial Terms
- The Subscriber agrees to pay Market Data fees as stipulated by iFAST from time to time.
- The Subscriber agrees that different charges of the Market Data fees may be imposed by iFAST to the Subscriber, depending on its status as a Professional User or non-Professional User.
Termination
- The provisions herein shall enter into effect on the date of acceptance by the Subscriber herein and it shall continue in effect without expiration unless the Subscriber unsubscribes to Cboe Market Data or iFAST notifies the Subscriber of its intent to discontinue providing the Market Data.
- The provisions herein will automatically terminate with immediate effect in the event of termination and/or closure of the Account.
- iFAST shall automatically terminate and cut off the flow of Market Data at any time, without any liability, and/or owing any compensation, to the Subscriber, if the Subscriber does not comply with the terms and conditions set forth herein concerning the Market Data transmission.
SHENZHEN STOCK EXCHANGE ("SZSE")
In relation to the usage of SZSE Market Data, the Subscriber acknowledges and agrees to the following:
- The Subscriber is prohibited from transmitting any SZSE Market Data to any third party for any purpose or in any manner without the written authorization of Shenzhen Securities Information Co. Ltd ("SSIC").
- The Subscriber undertakes not to use all or part of the SZSE Market Data for any illegal purpose or provide the same to any third party to use for any illegal purpose.
- If the Subscriber wishes to redistribute the SZSE Market Data, the Subscriber is to provide iFAST with written notification of his intention to redistribute the SZSE Market Data. iFAST will then notify SSIC and seek SSIC's prior approval.
- Should iFAST find that SSIC's interest is being infringed by the Subscriber, iFAST shall be entitled to provide the Subscriber's basic information to SSIC and shall be entitled to conduct investigation or coordinate with SSIC's investigation on the Subscriber's act of infringement.
- Should iFAST and/or SSIC find that the Subscriber has infringed SSIC's interest, iFAST shall forthwith cease providing SZSE Market Data to the Subscriber.
- The Subscriber is not entitled to any indemnity, and SSIC, SZSE and iFAST shall not be directly or indirectly liable for any damage whatsoever resulting directly or indirectly from the content, reliability, integrity, comprehensiveness, accuracy or quality of the SZSE Market Data. SSIC, SZSE and iFAST shall not be directly or indirectly liable for any damages whatsoever, including consequential loss, special, indirect or punitive damages, resulting from or arising out of an interruption of the transmission of the SZSE Market Data.
SHANGHAI STOCK EXCHANGE ("SSE")
In relation to the usage of SSE Market Data, the Subscriber acknowledges and agrees to the following:
- China Investment Information Services Limited ("CIIS"), it's holding companies and/or any subsidiary of such holding companies and/or its third party content provider(s) endeavor to ensure the accuracy and reliability of the information provided but do not guarantee its suitability, availability, service level, timeliness, accuracy or reliability and accept no liability (whether in tort or contract or otherwise) for any loss or damage arising from any interruption, defect, error, delay, inaccuracies or omissions.
- The Subscriber shall not download or export any SSE Market Data for the purpose of (directly or indirectly) establishing, maintaining or providing, or assist in establishing, maintaining or providing an Off Market trading without obtaining the prior written consent of CIIS. "Off Market" means a trading floor or dealing service where trading in securities listed on the Shanghai Stock Exchange, Shenzhen Stock Exchange, Dalian Commodity Exchange or Zhengzhou Commodity Exchange or of a type capable of being so listed or any other securities is being undertaken otherwise than at or through such exchanges.
- The Subscriber shall not disseminate the SSE Market Data to any other person.
- The Subscriber shall not decipher the SSE Market Data or use the SSE Market Data, without prior written consent of CIIS, for the following:
- calculation of indices of stocks, securities, commodities, markets; or
- development, issuance, creation or sponsorship of any financial instruments or investment products (including, without limitation, derivatives, structured products, investment funds or exchange-traded funds) where the price, return and/or performance of such instrument or product is based on, related to, or intended to track, any element of the information or a proxy for such element.
- The Subscriber undertakes to provide iFAST and/or CIIS the rights to access or inspect the Subscriber's premises, records and information, for the purpose of satisfying CIIS and/or iFAST by whatever proofs CIIS may reasonably require that the Subscriber is not using the SSE Market Data in contravention to the provisions stated herein.
- If iFAST and/or CIIS suspect that the Subscriber is using the SSE Market Data or any part thereof contrary to the provision stated herein, iFAST may require the Subscriber to immediately cease such misuse and must provide such proof as CIIS may reasonably require that the Subscriber has ceased (or has never committed) such misuse. If the Subscriber fails to comply with such notice within such period specified by CIIS, iFAST shall immediately at CIIS' further written direction, cease to supply the SSE Market Data to the Subscriber or reduce the supply to a level specified by CIIS.
- iFAST shall not be directly or indirectly liable for any damage whatsoever resulting directly or indirectly from the content, reliability, integrity, comprehensiveness, accuracy or quality of the SSE Market Data. iFAST shall not be directly or indirectly liable for any damages whatsoever, including consequential loss, special, indirect or punitive damages, resulting from or arising out of an interruption of the transmission of the SSE Market Data.
- The Subscriber shall indemnify iFAST and/or its relevant third party providers all liabilities, economic or other losses, damages, costs, claims, suits, demands, fees and expenses of whatsoever nature which may be incurred by iFAST and/or its relevant third party providers as a result of or in connection with or arising out of any act, omission, mistake, delay or interruption, on the part of iFAST and/or its relevant third party providers including (without prejudice to the generality of the foregoing) acts or omissions in respect of or in connection with or arising out of the collection, use or transmission of the information by or to the Subscriber or arising from the information being inaccurate, incomplete or otherwise misleading, except to the extent of wilful default, gross negligence or fraud of iFAST and/or its relevant third party providers. Additionally, the Subscriber undertakes not to institute or attempt or threaten to institute any proceedings against iFAST and/or its relevant third party providers for or in respect of any of the aforesaid loss, provided that the Subscriber shall not be precluded from instituting proceedings in the event of the willful default, gross negligence or fraud of iFAST and/or its relevant third party providers.
BURSA MALAYSIA
In relation to the usage of Bursa Malaysia Market Data, the Subscriber acknowledges and agrees to the following:
- The transmission of Market Data is conditional upon the Subscriber's strict compliance with the provisions set forth herein, and iFAST may, with or without notice to the Subscriber, discontinue transmission of Market Data whenever in iFAST's judgment there has been any breach by the Subscriber or any entity on behalf of the Subscriber, of any of the provisions herein, or whenever directed to do so by Bursa Malaysia.
- iFAST shall have the right at any time during this Agreement and without cause to stop the dissemination of Market Data to the Subscriber upon being directed by Bursa Malaysia to do so.
- Neither iFAST nor Bursa Malaysia guarantee the sequence, timeliness, accuracy or completeness of any of the Market Data. Neither iFAST nor Bursa Malaysia shall be liable for non-performance or interruption of transmission due to any cause whatsoever, including any omission or negligence on the part of iFAST or Bursa Malaysia. Neither iFAST nor Bursa Malaysia shall be liable for any reason whatsoever to the Subscriber or to any other person for any delays, inaccuracies, errors or omissions in the Market Data, or in the transmission of such Market Data, or for any damages arising therefrom or occasioned thereby, including economic, financial, material, personal or consequential loss or damage.
- Bursa Malaysia shall not be liable in any way whatsoever to the Subscriber or any other person whatsoever for any economic, financial, material, consequential, or personal losses or damage resulting from actions or decisions based on, or as a result of, Market Data received directly or indirectly from iFAST.
- The Subscriber shall indemnify each of iFAST, Bursa Malaysia and their respective officers, employees and agents against all loss, actions, proceedings, costs, claims and damages arising from:
- any breach by the Subscriber of its obligations herein;
- any reliance by any third party on the Market Data obtained through, or from, the Subscriber's utilisation of the Market Data; or
- any defect in or abuse or misuse or failure of operation or performance or breakdown of such equipment or any part(s) of such equipment at any time.
- The Subscriber shall not use or permit the Market Data to be used other than for its own internal purposes, and shall not, and shall not permit any third party to, use or distribute, or purport to use or distribute, the Market Data.
- The Subscriber acknowledges that the Market Data provided to it is confidential and remains the valuable property of Bursa Malaysia. The Subscriber agrees and undertakes that during the term of this Agreement and thereafter, it shall keep confidential, and shall not without the prior written consent of Bursa Malaysia disclose to any third party, the confidential information (including the Market Data).
- The Subscriber shall not allow any other person to:
- use the Market Data to compile a stock index on the Malaysian stock market or on securities or derivatives quoted or traded on Bursa Malaysia, which would enable or facilitate index based trading to be conducted by any market or person;
- use the Market Data to create any derivatives works for any purposes whatsoever;
- engage in the operation of any unlawful business nor allow any other unauthorized or unlawful usage of the Market Data in contravention of any terms of this Agreement or any applicable laws, rules and regulations; or
Financial Terms
The Subscriber agrees to pay Market Data fees as stipulated by iFAST from time to time.
Termination
- The provisions herein shall enter into effect on the date of acceptance by the Subscriber herein and it shall continue in effect without expiration unless the Subscriber unsubscribes to Bursa Malaysia Market Data or iFAST notifies the Subscriber of its intent to discontinue providing the Market Data.
- The provisions herein will automatically terminate with immediate effect in the event of termination and/or closure of the Account.
- iFAST shall automatically terminate and cut off the flow of Market Data at any time, without any liability, and/or owing any compensation, to the Subscriber, if the Subscriber does not comply with the terms and conditions set forth herein concerning the Market Data transmission.
LONDON STOCK EXCHANGE ("LSE")
In relation to the usage of LSE Market Data, the Subscriber acknowledges and agrees to the following:
- The transmission of Market Data is conditional upon the Subscriber's strict compliance with the provisions set forth herein, and iFAST may, with or without notice to the Subscriber, discontinue transmission of Market Data whenever in iFAST's judgment there has been any breach by the Subscriber or any entity on behalf of the Subscriber, of any of the provisions herein, or whenever directed to do so by the LSE.
- iFAST shall have the right at any time during this Agreement and without cause to stop the dissemination of Market Data to the Subscriber upon being directed by the LSE to do so.
- Neither iFAST nor the LSE guarantee the sequence, timeliness, accuracy or completeness of any of the Market Data. Neither iFAST nor the LSE shall be liable for non-performance or interruption of transmission due to any cause whatsoever, including any omission or negligence on the part of iFAST or the LSE. Neither iFAST nor the LSE shall be liable for any reason whatsoever to the Subscriber or to any other person for any delays, inaccuracies, errors or omissions in the Market Data, or in the transmission of such Market Data, or for any damages arising therefrom or occasioned thereby, including economic, financial, material, personal or consequential loss or damage.
- The LSE shall not be liable in any way whatsoever to the Subscriber or any other person whatsoever for any economic, financial, material, consequential, or personal losses or damage resulting from actions or decisions based on, or as a result of, Market Data received directly or indirectly from iFAST.
- The Subscriber shall indemnify each of iFAST, the LSE and their respective officers, employees and agents against all loss, actions, proceedings, costs, claims and damages arising from:
- any breach by the Subscriber of its obligations herein;
- any reliance by any third party on the Market Data obtained through, or from, the Subscriber's utilisation of the Market Data; or
- any defect in or abuse or misuse or failure of operation or performance or breakdown of such equipment or any part(s) of such equipment at any time.
- The Subscriber shall not use or permit the Market Data to be used other than for its own internal purposes, and shall not, and shall not permit any third party to, use or distribute, or purport to use or distribute, the Market Data. The Subscriber is prohibited from transmitting any LSE Market Data to any third party for any purpose or in any manner.
- The Subscriber acknowledges that the Market Data provided to it is confidential and remains the valuable property of the LSE. The Subscriber agrees and undertakes that during the term of this Agreement and thereafter, it shall keep confidential, and shall not disclose to any third party, the confidential information (including the Market Data).
- The Subscriber shall not allow any other person to:
- use the Market Data to compile a stock index on the London stock market or on securities or derivatives quoted or traded on LSE, which would enable or facilitate index-based trading to be conducted by any market or person;
- use the Market Data to create any derivatives works for any purposes whatsoever;
- engage in the operation of any unlawful business nor allow any other unauthorized or unlawful usage of the Market Data in contravention of any terms of this Agreement or any applicable laws, rules and regulations; or
- commercially exploit the Market Data in any other manner whatsoever contrary to the intent and spirit herein.
In addition to the above, the Subscriber acknowledges and agrees to the following:
- iFAST shall not be liable to the Subscriber or any other person for trading losses, loss of anticipated profits, loss by reason of shutdown in operation or for increased expenses of operation, or for indirect, special, punitive, consequential, or incidental loss or damage of any nature arising from any cause whatsoever, even if iFAST and/or the LSE have been advised of the possibility of such damages.
- iFAST shall not be liable to the Subscriber or any other person for any unavailability, interruption, delay, incompleteness, or inaccuracy of the LSE Market Data.
- iFAST shall not be liable to the Subscriber or to any other person for the unavailability, interruption, delay, incompleteness or inaccuracy of information or data received from the LSE's third-party information providers or from a re-distributor of the LSE or for any acts or omissions of such third party or re-distributor.
Bondsupermart Live (“BSM Live”)
In relation to the usage of the BSM Live Market Data, the Subscriber acknowledges and agrees to the following:
- The terms and conditions set forth herein apply regardless of whether Bondsupermart Sdn Bhd (“Bondsupermart”) or a third party information provider is the originating source of the BSM Live Market Data.
- Bondsupermart retains all rights to the BSM Live Market Data and the Subscriber undertakes not to use all or part of the BSM Live Market Data for any illegal purpose or provide the same to any third party to use for any illegal purpose.
- The Subscriber is prohibited from transmitting any BSM Live Market Data to any third party for any purpose or in any manner without the written authorization of Bondsupermart. If the Subscriber wishes to redistribute the BSM Live Market Data, the Subscriber is to provide iFAST with written notification of his intention to redistribute the BSM Live Market Data. iFAST will then notify BSM and seek BSM’s prior approval.
- iFAST, Bondsupermart or any third party information provider make no warranty as to the timeliness, accuracy or completeness of the BSM Live Market Data and shall not accept any liability or responsibility for any unavailability, interruption, delay, error, omission or misstatement, negligent or otherwise. Without limitation to the foregoing, the Subscriber shall indemnify, defend and hold harmless each of iFAST, Bondsupermart and any third party information provider from and against any and all Losses suffered by the Subscriber in reliance on the BSM Live Market Data.
- iFAST reserves the right to discontinue the provision of the BSM Live Market Data at any time, without any liability and/or owing any compensation, to the Subscriber if the Subscriber does not comply with the terms and conditions set forth herein concerning the usage of the BSM Live Market Data.
SCHEDULE 4
iFAST's Best Execution Policy
- iFAST has in place a Best Execution Policy, which is drawn up in accordance with Applicable Laws, which include but are not limited to, MAS Notice N04-N16 and Guidelines to Notice SFA04-N16 on Execution of Customer's Orders.
- Where best execution is applicable, iFAST is committed to obtaining the best possible results for our Customers when executing their Orders based on the principles outlined in this Schedule.
- iFAST reserves the right to add to, amend, or vary any of provisions in this Schedule at any time in its sole and absolute discretion.
- Best Execution refers to placement and execution of Customers' Orders for capital markets products on the best available terms, after taking into account a range of factors described hereunder.
- Best Execution applies to the placement and execution of Customers' Orders for all capital market products, which iFAST is licensed to engage in, directly on an execution venue or with another capital market intermediary, or a Person who is licensed, authorised, regulated or otherwise exempted in relation to dealing in capital market products in a foreign jurisdiction, for execution.
- When dealing with “accredited investors” or “expert investors” as defined under the SFA, iFAST will consider the following factors to determine the applicability of Best Execution: - -
- Which party initiated the transaction;
- Market practice and the existence of a convention to ‘shop around’; ;
- The relative levels of price transparency within a market; and
- Information provided by us about our services and any agreement reached.
- This Best Execution Policy does not apply to a Customer which is assessed or categorised by iFAST to be an “institutional investor” as defined under the SFA.
- In the absence of any specific instructions from Customers, iFAST will exercise its own judgment and discretion to obtain the best possible result for an Order by considering the following execution factors (not listed in any particular order of priority):
- Price;
- Costs;
- Speed;
- Likelihood and surety of execution, settlement and/or clearing;
- Nature and size of the Order; and
- Any other consideration relevant to the placement and/or execution of the Order.
- The relative importance of the above execution factors will be determined based on the following criteria (non-exhaustive)
- The characteristics of the Order;
- Type of capital market products for which iFAST accepts, places or executes an Order;
- The characteristics of the execution venues to which the Order can be directed;
- The current market circumstances; and
- Specifically for Funds managed by iFAST, the mandates, objectives and investment policy and risks of the Fund as indicated in the prospectus, articles of association or offering documents of the Fund.
- When iFAST receives specific instructions from a Customer, iFAST will execute the Order accordingly and consider ourselves as having satisfied our Best Execution obligation relating to the specific aspects of the Order that were subject to those instructions, provided that such instructions are not against any prevailing rules and market practices. Any remaining aspects not covered by the instructions will still be subjected to iFAST's Best Execution obligation set out in this Schedule.
- While iFAST strives to take reasonable steps to ensure Best Execution, it may not always be able to achieve the best execution for every Transaction.
- Notwithstanding the generality of the foregoing, iFAST shall have the discretion whether to accept, partially execute, or to entirely reject an Order.
- When iFAST places or executes an Order on behalf of a Customer, iFAST strives to observe the following principles: -
- Ensure that the Order to be placed or executed is promptly and accurately recorded and allocated;
- An affiliate or a connected party will be used to execute an Order if iFAST assesses that it is in the best interests of the Customer to do so and appropriate measures are adopted to prevent or manage potential conflicts of interest;
- Comparable Orders are sequentially and promptly carried out unless the characteristics of the Orders or prevailing market conditions make this impractical, or the interests of the Customer require otherwise; and
- Decline inducements from third parties, which may be either monetary or non-monetary in nature and are not in compliance with applicable rules.
- Orders will generally be executed through the affiliate or connected party responsible for the securities exchange market where the security is traded, where such company is an exchange participating member. Other Orders, on the other hand, will generally be executed through an exchange participating member with whom iFAST has an agreement to execute Orders on the relevant exchanges.
- For Order received outside the normal exchange business hours of the respective markets, iFAST will strive to promptly transmit such Order when exchange trading resumes.
- Where the size or price of Customer's Order has the potential to cause significant market effect, iFAST may consider such an Order being outside the scope of its Best Execution Policy and reserves the rights to intervene.
- There may be exceptional circumstances (e.g. system outages or exceptional market conditions) where iFAST needs to exercise appropriate discretion to employ other methods of execution.
- iFAST has in place procedures for the selection of brokers, trading venues and other execution venues, both at the on-boarding stage and throughout the relationship, in order to satisfy ourselves that these selections enable us to perform our Best Execution obligations on a consistent basis.
- iFAST places great emphasis on functional credibility and economic merits in its selection of brokers using the following non-exhaustive criteria (not listed in any particular order):
- Their order execution arrangements and policies to satisfy itself that they are appropriate and comply with the requirement to provide iFAST with best execution;
- Perceived creditworthiness, reputation and financial stability;
- Access to the types of markets and quality of service;
- Competitiveness of costs and charges;
- Track record of honoring trades;
- Familiarities of market characteristics; and
- Compliance and regulatory conformance.
- In determining the execution venue for a particular order, iFAST considers the following factors (not listed in any particular order):
- Depth of liquidity and relative volatility of the market;
- Speed and likelihood of execution;
- Creditworthiness of the counterparty on the venue; and
- Quality, cost and arrangements supporting clearing and settlement
- In relation to some financial instruments, there may be only one possible execution venue, in which case in executing an order on the customer's behalf in such circumstances, iFAST will be considered to have achieved Best Execution.
- iFAST has in place a policy and framework that promotes best execution results.
- The Best Execution arrangements will be monitored on an on-going basis to identify and implement appropriate enhancements for continued improvement in execution quality experienced by our Customers.
SCHEDULE 5
FSMOne Debit Card Terms and Conditions
The FSMOne Debit Card (the "Card") is a MasterCard debit consumer card co-branded in the brand of MasterCard and iFAST, and issued by NIUM Pte Ltd ("NIUM"). Activation of the Card constitutes the Customer's acceptance and agreement to be bound by the FSMOne Charge Card Terms and Conditions below, including any amendments thereto that iFAST may make from time to time at its sole and absolute discretion. These FSMOne Charge Card Terms and Conditions are to be read together as a whole with iFAST's Standard Investment Account Terms and Conditions, iFAST's platform terms and conditions and any relevant terms and conditions.
- iFAST may, in its sole discretion and without having to assign any reason, refuse to issue the Card to the Customer or to recall, suspend or terminate a Card that has been issued to the Customer.
- The Customer shall authorise iFAST to:
- supply all information and give Instructions concerning the Customer, any transaction and the Card to NIUM; and
- receive any information or Instructions in connection with the Card and the Customer on the Customer's behalf and in each case, the Customer shall be bound as though the Customer had given or receive the information, notices, instructions or communications. iFAST is under no obligation to check the authenticity or accuracy of any instruction received from the Customer and shall not be liable for any Losses incurred or suffered by the Customer or any person for complying with such information or Instruction. "Instruction" in these FSMOne Charge Card Terms and Conditions means an instruction provided by the Customer or any third party on the Customer's behalf to iFAST including any instruction made by telephone, letter, text message, email or via the Website. Any Instruction shall be binding upon the Customer once it is submitted to iFAST.
- If the Customer fails to provide a timely, accurate and complete Instruction, iFAST may be unable to process such Instruction or may have to delay the processing of such Instruction. iFAST shall not be liable for any Losses incurred or suffered by the Customer or any person as a result of such delay or failure in processing such Instruction.
- iFAST may deduct all fees and any other amounts due and owing to iFAST and NIUM from the Cash Account, notwithstanding that the Cash Account would be overdrawn as a result.
- The Customer is liable to pay for all GST, all other taxes imposed or payable in respect of any amount incurred on or debited to the Cash Account and iFAST is entitled to debit the amount of such tax(es) to the Cash Account.
- Without prejudice to the foregoing, iFAST may also debit the Customer's Cash Account with the corresponding amount (or such other amount as iFAST may notify the Customer) to:
- rectify any error in payment or record, whether arising from the reversal of any of the Card transaction posted on the Card or otherwise in relation to the Customer's usage of the Card; and/or
- recover any Losses arising from iFAST's payment on the Customer's behalf, in relation to the Customer's use of the Card or electronic or other services offered by iFAST from time to time. Further and/or in the alternative, iFAST may reverse any payment instruction if there is insufficient balance in the Customer's Cash Account.
- iFAST shall not be liable to make up for any shortfall in the Cash Account.
- The Customer undertakes to provide, and update iFAST from time to time with complete and accurate contact details, in accordance with clause 21 of the Standard Investment Account Terms and Conditions. iFAST will then process the Customer's updated contact details. The Customer acknowledges and agrees that during this period, the Card may not be available to the Customer for use and iFAST shall not be liable for any Loss suffered or incurred by the Customer arising from such unavailability.
- The Customer shall enable transaction notification alerts on any device which the Customer has communicated to iFAST that such device would be used to receive transaction notifications from iFAST and monitor all transaction notifications sent by iFAST.
- The Customer authorises iFAST to accept, rely and act upon any instruction received, or purported to be received from the Customer. Where iFAST receives any instruction from a person using the Access Details, iFAST shall be entitled to treat such instruction as having been received from the Customer. iFAST is under no obligation to check the authenticity or accuracy of any instruction received from the Customer and shall not be liable for any Losses incurred or suffered by the Customer or any third party for complying with such instruction. "Access Details" in these FSMOne Charge Card Terms and Conditions means any security related details relating to the Card.
- iFAST may screen all instructions given by the Customer in relation to the Card and may without providing any explanation or liability, refuse to act upon any Instruction received from the Customer.
- The Customer is solely responsible for ensuring that there are sufficient funds available in the Cash Account ("Balance") for a Card transaction. If a Card transaction has been processed despite there being insufficient Balance, the Customer shall be liable to fully make up the shortfall plus any applicable fees, along with any costs incurred by iFAST and any other third party on recovering or attempting to recover such shortfall from the Customer.
- If iFAST receives a transaction for processing in a currency other than a Supported Currency, iFAST may convert such foreign currency into a Supported Currency at the applicable exchange rates as determined by iFAST on the date such transaction is processed. "Supported Currency" means Singapore Dollars and such other currencies as notified by iFAST to the Customer from time to time.
- The Balance will be reduced by the amount of each payment/ transaction the Customer makes with the Card. The Balances and available funds reported on the Customer's FSMOne dashboard are only approximate real time balances rather than the final settled balances in the Customer's Cash Account. A real time balance may not take into account pending debits and credits. iFAST will provide the Customer with information on pending debits and credits as soon as it has that information.
- The Customer must suspend the Card via the Website and notify iFAST immediately if any of the following events has occurred ("Incident"):
- the security of the Card or the Customer's Cash Account has been compromised;
- the Card is lost or stolen;
- the Card is damaged or not working properly;
- the Card has been retained by an ATM; or
- any unauthorised transactions.
- The Customer shall provide the following information to iFAST alongside the notification as stipulated in Paragraph 15 of this FSMOne Charge Card Terms and Conditions above:
- details of the Card;
- details of the account(s) used in connection with the Incident, whether maintained with iFAST or otherwise;
- the Customer's identification information;
- the type of authentication device, access code and device used in connection with the Incident;
- whether the Card, authentication device, or Access Details was lost, stolen or misused;
- the date and time of the loss or misuse and the date, time and method that the loss or misuse, was reported to the police;
- how the Customer safeguards his/her Access Details and whether the Customer had disclosed the Access Details to a third party; and
- any other information about the Incident known to the Customer.
- The Customer must make a police report upon request by iFAST and provide a copy of such report to iFAST.
- If the Customer is not able to notify iFAST of an Incident as soon as the Customer became aware of such Incident, the Customer must provide iFAST with the reasons for such delay, for example, it would be unreasonable for the Customer to monitor a transaction notification during certain time or circumstances.
- iFAST shall suspend the Card upon receipt of notification from the Customer in accordance with Paragraph 15 of this FSMOne Charge Card Terms and Conditions above until appropriate measures are taken to replace the Card and/or restore security to the Card. iFAST may charge a fee to replace the Card or may refuse to replace the Card without liability to the Customer or having to assign any reason.
- The Customer shall be liable for all transactions made via the Card prior to the notification. Any delay in or failure to notify iFAST immediately may result in the Customer being liable for all transactions and losses incurred in connection with the Card.
- Where NIUM receives any report of an Incident ("Relevant Claim"), NIUM shall commence investigation and shall provide iFAST with an electronic written report on the outcome and NIUM's assessment of the Incident.
- Where the Investigation Outcome is decided in the Customer's favour, NIUM shall return the amount charged on the Card due to the Incident ("Unauthorised Loss") to iFAST. iFAST will then credit the Card with the Unauthorised Loss. The Customer acknowledges and agrees that the Unauthorised Loss returned to the Customer may be different to the amount originally processed on the Card due to exchange rates fluctuation or the Unauthorised Loss received may only be a partial refund of the original amount.
- Mastercard's decision on the Investigation Outcome is final and binding. iFAST shall not be obliged to:
- make up for any Losses incurred by the Customer in connection with any Unauthorised Transaction; or
- investigate or defend the validity or value of any such Unauthorised Transaction further.
- Any initiation of the return of Unauthorised Loss from iFAST to the Customer shall constitute a good discharge of iFAST's obligation to refund any Unauthorised Loss to the Customer under these FSMOne Charge Card Terms and Conditions.
- If the Customer wishes to receive a refund after conducting a transaction with a merchant via the Card ("Refunds"), the Customer should approach the merchant directly with the Customer's request. If the merchant in its discretion decides to process the Customer's request for Refunds, NIUM shall return the Refunds amount to iFAST after NIUM has received the Refunds amount from MasterCard. iFAST will then credit the Card with the Refunds amount after iFAST has received the Refunds amount from NIUM.
- If the Customer wishes to receive a refund from a merchant in respect of a disputed transaction ("Chargebacks"), iFAST may, in its sole discretion, file a formal dispute with such merchant on behalf of the Customer provided that the Customer complies with iFAST's request for information and assistance (including providing iFAST with all relevant documents and in such format as requested by iFAST). If the dispute is resolved in the Customer's favour by MasterCard, NIUM shall return the Chargebacks amount to iFAST after NIUM has received the Chargebacks amount from MasterCard. iFAST will credit the Card with the Chargebacks amount after receiving such amount from NIUM. The Customer acknowledges and agrees that the decision of MasterCard regarding the validity and value of any Chargebacks is valid and binding. iFAST shall not be obliged to (a) make up for any Losses incurred by the Customer in connection with any Chargebacks or (b) investigate or defend the validity and/or value of any Chargebacks.
- Any initiation of the return of the Chargebacks from iFAST to the Customer shall constitute a good discharge of iFAST's obligation to refund any Chargebacks to the Customer.
- Any complaint in relation to an Unauthorised Transaction or a Chargeback shall be raised immediately and in any event, no more than 90 days from the date of transaction, otherwise any claim with respect to such complaint shall be extinguished.
- iFAST may suspend or terminate the Customer's use of the Card and these FSMOne Charge Card Terms and Conditions at any time without assigning any reason upon notice to the Customer.
- The rights conferred on iFAST under these FSMOne Charge Card Terms and Conditions shall survive termination.
- Termination of the Card shall not release the Customer from any liability or obligation which have accrued prior to the effective date of the termination of the Card, and any amount outstanding and owing to iFAST, including any charges and payments owing from the Card transactions carried out before or after the termination of the Customer's Card, represent a debt immediately due and payable by the Customer to iFAST on demand, and iFAST shall remain entitled to debit from the Customer's Account any such outstanding amount and to exercise its rights and remedies at law and under these FSMOne Charge Card Terms and Conditions, the Standard Investment Account Terms and Conditions and all applicable terms and conditions.
- iFAST makes no representations or warranties, express or implied, as to:
- the satisfactory quality, fitness for a particular purpose, no infringement and performance or otherwise of the Card and any other services provided in related thereto; and
- any products and services provided by a service provider or any other third party and shall not be liable for (i) the delivery, quality, safety, legality or any other aspect of goods or services that the Customer purchases from third party merchants using the Card; (ii) if certain merchants refuse to accept payments made via the Card.
- To the extent permitted under applicable laws, iFAST shall not be liable to the Customer for any damages or losses of any kind whatsoever (however arising, regardless of the nature of the claim or form of cause of action) in connection with these FSMOne Charge Card Terms and Conditions, the Card, and any other services provided in related thereto. The Customer acknowledges and agrees that the exclusion and limitation of liability in this section are reasonable having regard to all relevant factors, including the nature of the services provided and the allocation of risk and liability between the parties.
- iFAST shall not be responsible to the Customer for deficiencies in the provision of NIUM's services or the manner in which NIUM's services are provided in relation to the Card, or for any direct or indirect Losses or damage the Customer suffered as a consequence, whether foreseeable or not.
- iFAST does not act as an agent for any merchant of the goods and/or services purchased by the Customer using the Card. The Customer agrees that iFAST is not liable in any way should the Customer encounter any problems with the goods and services that the Customer purchased with the Card. The Customer is to seek redress directly from such merchant in respect of such goods and services.
- Notwithstanding the non-delivery, non-performance or defects in any such goods and services, iFAST shall be entitled to debit the full amount of such goods and services from the Card and/or Cash Account. The Customer's liability owing to iFAST is not affected by any dispute or counterclaim or right of set off which the Customer may have against such merchant.
- iFAST is not responsible for any benefits, discounts or programmes of or offered by any merchant, and iFAST makes no representation as to the quality, provision, or performance of any such goods or services. The Customer agrees to resolve any complaints about the goods and/or services with the merchant directly, without referring to iFAST.
- iFAST may debit or place a hold on the balance on the Card and/or Cash Account for the amount of a transaction either on the day it is presented to us for payment (including without limitation, a presentation by electronic means) or on the day that iFAST receives notice of the transaction. Such an amount set aside or held is only an estimated sum of the actual transaction and may not be identical to the actual transaction.
- iFAST shall have absolute discretion to place such amounts as are referred to in Paragraph 38 of these FSMOne Charge Card Terms and Conditions on hold for such periods as iFAST deems fit. Upon the expiry of such periods as iFAST may determine, iFAST shall debit such amounts on hold to the Customer's Cash Account if the transactions in connection of which the amounts were placed on hold were presented to iFAST for payment, and iFAST shall credit such amounts placed on hold back to the Customer's Cash Account if the transactions in connection of which the amounts were placed on hold were not presented to iFAST for payment, provided always that iFAST shall have the discretion to continue to place such amounts on hold if it is of the opinion that such transactions would be presented for payment within a reasonable time. For the avoidance of doubt, iFAST's right to debit the Cash Account in respect of any transaction shall not be limited to the amount that was placed on hold in connection with that transaction. The Customer agrees that iFAST shall be entitled to debit the Cash Account for the full amount of the transaction.
- The Customer may not stop payment on a transaction or use any amount placed on hold. For the avoidance of doubt, the amount placed on hold in respect of any transaction shall not be treated as conclusive of the amount of the transaction that would eventually be debited to the Cash Account and in particular, for transactions denominated in a Foreign Currency, and shall not be deemed that iFAST has converted the transaction into Singapore dollars on the day that the amount was placed on hold. "Foreign Currency" means a Currency other than Singapore Dollars.
- Where the amount of any transaction is denominated in a Foreign Currency, iFAST may decide in its sole discretion whether to hold that amount in that Foreign Currency or Singapore dollars. It is hereby further agreed that iFAST shall have the right to increase at any time the amount that it would hold in respect of any transaction which is denominated in a Foreign Currency if iFAST is of the view that the amount initially held when converted into that Foreign Currency would not be sufficient to satisfy payment of that transaction in full.
- Any document relating to any transaction bearing the Customer's signature (physical, digital, electronic or otherwise) or authorised by the Customer's Access Details or otherwise made with the Customer's payment instruction shall be conclusive evidence of the fact that the transaction therein stated or recorded was authorised and properly made or effected by the Customer.
- The Customer is responsible for maintaining his / her own records related to any transactions and for reconciling such records against any entries made available on the Website. If the Customer does not notify iFAST in writing of any inaccuracy or error in any transaction statements or records within 14 days of the receipt or deemed receipt of such statements or records, it shall constitute conclusive evidence that:
- every transaction stated therein has been effected by the Customer;
- every charge stated therein, every amount debited therein has been validly and properly incurred or debited in the amount stated therein; and
- any such entry in the Website shall be deemed as agreed.
- Nothing in these FSMOne Charge Card Terms and Conditions shall prevent iFAST from rectifying any errors, omissions in any statement, records or advice and any such amended statement, records or advice shall be binding on the Customer.
- iFAST may assign and transfer any of its rights and obligations under these FSMOne Charge Card Terms and Conditions without the Customer's consent or the need to provide the Customer with any prior notice of such assignment or transfer, and the Customer irrevocably consents to any such assignment or transfer.
SCHEDULE 6
iFAST Securities Borrowing Services Terms and Conditions
iFAST's Securities borrowing services ("SB Services") facilitates the borrowing of Securities on behalf of the Customer from CDP under the SGX Securities Borrowing and Lending ("SGX SBL") programme, to cover for short sale of SGX listed Securities traded using CPF, SRS and CDP Securities account. The SB Services is not meant to facilitate trading strategies, hedging or arbitraging activities.
Activation of the SB Services constitutes the Customer's acceptance and agreement to be bound by the iFAST Securities Borrowing Services Terms and Conditions herein including any amendments thereof that iFAST may make from time to time at its sole and absolute discretion. These SB Services Terms and Conditions are to be read together as a whole with iFAST's Standard Investment Account Terms and Conditions and any relevant terms and conditions.
- The Customer shall submit an application form to iFAST to borrow Securities ("Borrowing Request") to cover for any short sale transactions before the short sale settlement date.
- iFAST may, in its sole discretion and without having to assign any reason, refuse to offer the SB Services to the Customer.
- The Customer agrees that the initial value of the cash Collateral ("Cash Collateral") required to be placed as collateral in consideration of the SB Services with respect to any borrowing of Securities by the Customer, shall not be less than the requirement as specified by iFAST and in any event shall be of a value not less than the prescribed value under Applicable Laws. For the avoidance of doubt, non-cash collaterals are not acceptable under the SB Services.
- The Customer shall, at all times, provide sufficient Cash Collateral of value specified by iFAST that is inclusive of all relevant fees and charges incurred during the borrowing period of SB Services and the purchase of Securities for borrowed Securities return. The Customer agrees and acknowledges that iFAST shall determine the respective market values of the borrowed Securities and the Cash Collateral on a marked-to-market basis each Business Day. In the event that the Cash Collateral is insufficient due to market movements, iFAST reserves the right to request for additional Cash Collateral, where applicable.
- The Customer shall pay iFAST a borrowing fee to be calculated with respect to each Borrowing Request by reference to such fee calculation formula or amount as determined by iFAST and as notified to the Customer. The borrowing fees may be deducted and/or drawn from the Cash Collateral. The Customer shall also pay all out-of-pocket expenses incurred by iFAST in connection with its borrowing of Eligible Securities under the SGX SBL and shall continue to pay any fees and expenses stated herein notwithstanding that the borrowed Securities may be suspended from trading. The Customer shall promptly pay and account for any taxes chargeable in connection with the borrowing.
- The Customer acknowledges and agrees that iFAST has the right at any time and from time to time to vary the terms for the borrowing or continued borrowing of Securities, by giving notice equal to at least the time prescribed for settlement pursuant to sale/purchase of the relevant Security on the exchange it is listed on.
- All rights, titles and interests in the Cash Collateral shall vest in iFAST free and clear of any liens, claims, charges or encumbrances or any other interest of the Customer or of any third person.
- Upon the successful borrowing of the Eligible Securities from the CDP on behalf of the Customer, the Borrowing Request by the Customer is deemed to have been filled and the SB Services activated with the borrowing cost, administration fees and any applicable charges commencing and accruing as at the activation time and due and owing by the Customer. Under the SB Services, both the Customer and iFAST act as sole and respective principals to one another in the borrowing of Securities by the Customer from iFAST.
- Expressions such as "borrow", "borrowing" and "redeliver" reflect terminology used in the market for transactions provided for herein, on the understanding that title to Borrowed Securities "borrowed" under the SB Services shall pass or be deemed to have passed from iFAST as lender to the Customer as borrower and in effecting redelivery of Borrowed Securities to iFAST, title to Borrowed Securities must pass to iFAST.
- The Customer may not, without iFAST's prior consent, vary or cancel the Borrowing Request after the submission.
- Subject to the terms herein, each Borrowing Request shall be for a minimum commitment period of three (3) Business days commencing from the date of the Borrowing Request. Furthermore, each Borrowing Request shall adhere to the minimum borrowing size as stipulated by SGX. The Customer undertakes to redeliver the borrowed Securities within the time prescribed for settlement of the borrowed Securities upon the receipt of notice from iFAST requiring such redelivery. The Customer also agrees and authorises iFAST to, in its sole discretion, purchase the borrowed Securities using the Cash Collateral. In the event that the Customer fails to redeliver the borrowed Securities to iFAST, iFAST shall be entitled, in its sole discretion, to purchase the Securities and the Customer shall be liable to iFAST for the total costs and expenses incurred by iFAST as a result of such purchase.
- iFAST may, in its sole discretion, exercise its rights to terminate the SB Services to the Customer should an event of Default occur.
- The Customer agrees and undertakes to procure that all instructions received from iFAST in respect of any corporate action are complied with, including (but not limited to) the payment and/or deliverance of income (in the form of securities or cash paid) that arises in relation to any Borrowed Securities as a result of a corporate action event, regardless of whether the Customer has received the same.
- The SB Services shall terminate upon the successful return of Borrowed Securities to CDP on behalf of the Customer and once the remaining Cash Collateral value (if any) is returned to the Customer's Cash Account.
- For an Account that is held in joint names, the Customer agrees that the iFAST Securities Borrowing Services Terms and Conditions herein shall be binding on each joint holder of such account jointly and severally. iFAST may take instructions in accordance with the mandate for the time being applicable to the operation of such account as found in the records of iFAST.
- For the avoidance of doubt, iFAST is entitled at any time, without notice to the Customer, to appropriate the whole or any part of the Cash Collateral held in the discharge of any obligations or liabilities of the Customer to iFAST.
SCHEDULE 7
Product Margin Financing Terms and Conditions
Where applicable, these terms and conditions are supplemental to, and forms part of the Standard Investment Account Terms and Conditions. Unless otherwise defined herein, terms in the Standard Investment Account Terms and Conditions shall have the same meanings when used or referred to herein. Save as specifically amended or superseded by these terms and conditions, the Standard Investment Account Terms and Conditions shall continue to have full force and effect. These terms and conditions are only applicable to a Customer whose Account is allowed to conduct product margin financing ("Margin Account") and iFAST agrees to grant margin facilities ("Facility") to the Customer at the Customer's request for the Customer's Transactions.
iFAST's product margin financing services facilitates the increase of a Customer's investment purchasing power through margin financing by the placement of cash and/or selected Securities in the Account as Margin Services Collateral.
- Product Margin Facility
- The Facility is extended to the Customer utilizing the Margin Services in accordance with the provisions set out in these terms and conditions. The Customer agrees to only use the Facility in connection with the acquisition of Marginable Assets under the terms and conditions contained herein.
- iFAST may grant the Customer the Facility up to the Credit Limit. The Credit Limit and the Margin Requirement may be varied by notice served by iFAST on the Customer from time to time. The Customer acknowledges and agrees that iFAST may in its absolute discretion grant the Facility up to certain percentage of the market value of the Margin Services Collateral and iFAST shall have the right to review such percentage with reference to the financial position of the Customer and any other factors relevant to the circumstances. The Customer further acknowledges and agrees to abide by the provisions of any agreement made with iFAST, from time to time, in relation to the granting of such Facility and the maintenance of the Margin Requirement.
- The Facility is repayable on demand and may be varied or terminated in the absolute discretion of iFAST. Notwithstanding any of the terms and conditions herein, iFAST shall not at any time be obliged to make any advances or continue to provide the Facility to the Customer. For the avoidance of doubt, if a debit balance arises on the Customer's Margin Account, iFAST shall not be, nor shall it be deemed to be, obliged to make, provide or continue to provide the Facility. Furthermore, but without limitation, the fact that iFAST permits a debit balance to arise in the Margin Account shall not imply any obligation on the part of iFAST to advance monies or incur any obligation on the Customer's behalf on any subsequent occasion, but without prejudice to the Customer's obligations in respect of any debit balance which iFAST has permitted to arise.
- Without prejudice to the above, iFAST may terminate the Facility at its absolute discretion, if any of the following circumstances arise:
- The Customer is in default of any provisions of the Standard Investment Account Terms and Conditions or these terms and conditions; or
- In the opinion of iFAST, there is or has been any material adverse change to the Customer's financial condition which may lead to the Customer's inability to repay the necessary liabilities to iFAST in respect of the Facility granted to the Customer; or
- Making an advance would cause the applicable Margin Requirement to not be maintained at an adequate level; or
- iFAST in its absolute discretion consider it prudent or desirable for its protection not to continue providing the Facility
- Where relevant, the Customer hereby authorizes and instructs iFAST to draw on the Facility to settle any amounts due to iFAST or any entity within the iFAST Group, or to maintain Margin Requirements in respect to the Customer's purchase of Marginable Assets.
- The Customer shall not be entitled to withdraw any Margin Services Collateral without the prior written consent of iFAST and iFAST shall be entitled to practice its absolute discretion to allow or reject the withdrawal request by the Customer for so long as there exists any amounts outstanding to iFAST.
- The Customer acknowledges and agrees that the operation of all Transactions carried out under the Margin Account shall at all times be conducted in accordance with the rules, regulations, custom and usage of the SGX-ST, CDP, the Securities and Futures Act 2001, the Securities and Futures (Licensing and Conduct of Business) Regulations, the Securities and Futures (Financial and Margin Requirements for Holders of Capital Markets Services Licences) Regulations, SGX-ST Rules and any other relevant law, as the same may be amended, modified or supplemented from time to time and all other relevant laws, rules, bye-laws, regulations, custom and usage of any other stock exchange or market (the "Margin Services Laws") on which such Transactions are executed by iFAST. The Customer further acknowledges that the Margin Requirements imposed by iFAST may be identical to or be more stringent than any applicable requirements of any governmental or self-regulatory organisation in any jurisdiction (including any exchange) to be maintained by iFAST and/or the Customer in relation to the Margin Services.
- The Customer acknowledges and accepts that iFAST is not obliged to accept any Order placed by the Customer which may result in iFAST, amongst other thing, exceeding its own aggregate limits of exposure to a particular Security, aggregate limits to the financing available to or permitted of iFAST or the Facility that iFAST is permitted to engage in. In the event that iFAST had in good faith inadvertently accepted any Order placed by the Customer which would cause iFAST to be in breach of any of its obligations whether under the Margin Services Laws or the terms of financing extended to iFAST, the Customer acknowledges that iFAST may, at its sole and absolute discretion, take any and all action necessary to rectify such a breach, including but not limited to allocating the Order to an Account (other than the Margin Account) in the name of the Customer and the Customer will effect the settlement accordingly.
- Notwithstanding anything in these terms and conditions to the contrary, the Facility hereby agreed to be made available and granted to the Customer shall at the absolute discretion of iFAST be reviewed from time to time and at any time and may be subject to such terms, conditions, limits, variations or cancellations as iFAST shall think fit without prior notice to the Customer, and nothing contained in these terms and conditions shall be deemed to impose on iFAST any obligation to make or continue to make available the Facility to the Customer.
- Pursuant to Clause 1.9, should iFAST decide to cancel the Facility (for whatsoever reason it deems fit and which iFAST is not obliged to notify the reason thereof to the Customer), then without prejudice to any other rights, powers and remedies which iFAST may have (howsoever arising), the rights and remedies available to iFAST under Clause 3.2 shall immediately apply.
- Margin Requirement
- The Customer undertakes to maintain adequate margin in the Margin Account ("Margin Requirement") at all times, in relation to its indebtedness to iFAST as iFAST shall from time to time stipulate, by the deposit with iFAST of additional sums and/or additional Securities required and approved by iFAST which shall form part of the deposits or, as the case may be, the Margin Services Collateral for the purpose of the Facility.
- At no time shall the Customer transact or cause to transact any Marginable Assets transaction whereby the aggregate principal amount of the Facility extended or to be extended as a consequence thereof to the Customer under the Margin Account exceeds such sum as iFAST may at its discretion notify to the Customer from time to time. For the avoidance of doubt, it is hereby expressly agreed that the Customer is solely responsible to ensure compliance with the aforesaid transaction limit.
- The Customer shall make deposit of payments, or margin in monies, Securities and/or other assets to iFAST within a time specified by iFAST to replenish the shortfall of margin, in case the Margin Ratio falls short of the Margin Requirements as set by iFAST from time to time ("Margin Call"). For the purpose of Margin Call, the Customer agrees that a demand from iFAST shall be deemed properly made after iFAST has tried to communicate such demand to the Customer, in writing or verbally, by any means, including by email, Short Message Service and/or telephone at the last known telephone number or email address of the Customer, regardless of whether or not the Customer has actually received it.
- In addition and without prejudice to the other provisions under these terms and conditions, iFAST shall have the right to require such additional margin in the Margin Account as and when it deems fit, where the Marginable Assets carried in the Margin Account are subject to unusually rapid or volatile fluctuations in value, or are deemed not able to be liquidated promptly, or where such Marginable Assets do not have an active market, or have been immediately suspended from trading on the SGX-ST or any other exchanges or for any other reason whatsoever. Any written notice from iFAST stating that any such circumstance has arisen shall be deemed to be a conclusive determination of that event.
- iFAST may, in its sole and absolute discretion, with or without notice to the Customer, vary the Margin Requirements for the Margin Account at any time and by any level, and stipulate that such Margin Requirements shall apply to existing and/or new positions in the Transactions of the Margin Account. The Customer acknowledges that iFAST may, in certain market conditions, effect an immediate change in margin limits or levels and/or require additional margin to be deposited immediately or within a specific period of time which may be less than twenty four (24) hours, and waives any right to object on the grounds that such requirement is unreasonable. No previous Margin Requirements shall set a precedent or bind iFAST.
- Notwithstanding and without prejudice to any other provision under these terms and conditions, iFAST shall have the right not to permit any new Transactions in the Margin Account unless the Margin Requirement is maintained at an adequate level as iFAST in its sole discretion may from time to time prescribe.
- Forced Liquidation Requirement
- The following shall constitute an event of default (the "Events of Default"):
- The Customer shall fail or default in any of the Customer's obligations to iFAST or be in breach of any of these terms and conditions or elsewhere under any other agreement or undertaking entered into between the Customer and iFAST;
- Any representation, warranty, declaration, agreement or undertaking made by the Customer to iFAST (whether under or in relation to these terms and conditions or otherwise) or any other material statement made by the Customer in or in relation to the same being untrue, inaccurate, incomplete or misleading in any respect at the time when made by the Customer or thereafter at any time becomes untrue, inaccurate, incomplete or misleading in any respect and the Customer fails to inform iFAST of the true position as soon as reasonably practicable;
- If for any reason whatsoever, the Customer is unable or unwilling to fulfill or continue to fulfill any of the Customer's obligations hereunder or under any other agreement or undertaking entered into between the Customer and iFAST;
- If a petition for bankruptcy, winding up, liquidation for the appointment of a receiver and/or manager including a judicial manager is filed by or against the Customer;
- If any attachment or execution process is levied against any asset or property of the Customer;
- If the Customer (if an individual and whether he/she be one of two or more joint account holders) dies, becomes legally incompetent, mentally incapacitated or of unsound mind;
- If the Customer stops or threatens to stop payment, ceases or threatens to cease to carry on the Customer's business or occupation, or is deemed or is declared by any competent body or authority to be or declares itself to be insolvent or unable to pay its debts as they fall due;
- If any indebtedness of the Customer becomes due and payable, or capable of being declared due and payable prior to its stated date of payment is so declared or is not paid when due;
- If there shall occur a material adverse change in the financial assets or business condition of the Customer or any situation shall have arisen, which in the bona fide opinion of iFAST shall make it improbable that the Customer will be able to perform its obligations under these terms and conditions;
- The ratio of total Facility outstanding to total Collateral Value of the Customer exceed certain level, prescribed in writing by iFAST from time to time;
- The Customer fails to provide the required margin or any Margin Services Collateral within the time stipulated when called upon to do so;
- The Customer fails to comply with margin/single stock limit and specially approved condition(s), e.g. account with special lending ratio and subject to Margin Call;
- iFAST forms the view, in good faith, that it should take action in order to preserve its rights or interests under any Account or under its relationship with the Customer;
- Any other events that iFAST deemed appropriate to liquidate the Margin Services Collaterals; or
- If iFAST shall decide to cancel the Facility or any part thereof as it deems fit.
- Without prejudice to any other right or remedy which iFAST may have (howsoever arising), if any Event of Default shall occur, iFAST is authorized, in its absolute discretion, to take one or more of the following actions:
- Satisfy any obligation or liability the Customer may have to iFAST out of any cash, Securities and/or any dividends or interests held by iFAST under any Account of the Customer;
- To liquidate, in such manner as iFAST deems fit, the Margin Services Collaterals, close the Margin Account, dispose of the Marginable Assets, cancel the Customer's open orders for transactions in Marginable Assets and/or borrow or buy any Securities required for delivery in respect of any transaction in Marginable Assets effected for the Customer. iFAST shall apply or allocate the proceeds thereof in such proportion and manner as iFAST deems fit to pay or settle all outstanding liabilities or monies due from the Customer to iFAST including any debit balance, accrued interest and any costs and expenses incurred by iFAST in enforcing or attempting to enforce the Customer's obligations hereunder or under any other agreement or obligations of the Customer and iFAST including iFAST's legal cost and expenses on an indemnity basis;
- In addition to any lien, right of set-off or other right which iFAST may have, iFAST shall be entitled at any time without notice to the Customer, to combine or consolidate all or any of the Accounts of the Customer whether alone or jointly with any other person and set-off or transfer any sum standing to the credit of any one or more of such Accounts in or towards satisfaction of any monetary obligations and liabilities of the Customer to iFAST arising under the Margin Account and whether such liabilities be actual, contingent, primary, collateral, several or joint; and
- Terminate the Margin Account forthwith and the whole of the monies outstanding and unpaid together with all interest thereon under the Margin Services or Facility and all monies owing and liabilities accruing to iFAST under the Margin Services or Facility shall immediately become due and payable without demand or notice, which is hereby expressly waived.
- Neither iFAST nor its Personnel shall be liable to the Customer for any Loss suffered by the Customer in connection with any of the actions taken by iFAST in Clause 3.2 in response to any Event of Default, including the re-establishment of an earlier position prior to an Event of Default by the Customer at a less favourable price.
- Any of the actions mentioned in Clause 3.2 hereof may be taken without demand for margin or additional margin and without prior notice to the Customer whatsoever.
- A written certificate or statement by any of iFAST's authorized officers on the debit balance or on any monies due or payable by the Customer to iFAST shall be conclusive evidence of the matter or fact stated therein.
- Outstanding positions remaining as at the termination of the Margin Account hereby granted may be closed at iFAST's discretion. On termination of the Margin Account hereby granted, iFAST shall also be entitled to the right of liquidation and application of proceeds set out in Clause 3.2.2.
- The Singapore Dollar is the base currency of account and payment for all sums payable by the Customer in relation to the Margin Services, unless otherwise agreed by iFAST and the Customer. Any amount received or recovered in a currency other than the borrowed currency by iFAST in respect of any sum expressed to be due to it from the Customer, shall only constitute a discharge to the Customer to the extent of the borrowed currency amount which iFAST is able, in accordance with its usual practice, to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or if it is not practicable to make a purchase on that date, on the first date on which it is practicable to do so). All such currency exchange losses shall be at the Customer's risk and for the Customer's account. If the borrowed currency amount so purchased is less than the borrowed currency amount expressed to be due to iFAST, the Customer shall indemnify iFAST against any loss sustained by it as a result thereof. In any event, the Customer shall indemnify iFAST against the cost of making any such purchase referred to above.
- The following shall constitute an event of default (the "Events of Default"):
- Interests
- The Customer agrees to promptly pay interest imposed by iFAST, which is calculated on a daily basis, on the amount of the Facility extended to the Customer. The interest rate shall be at a percentage above iFAST's cost of funds which will be determined by iFAST from time to time. Such interest charges may be deducted by iFAST from the Margin Account or any other account(s) of the Customer with iFAST or any entity within the iFAST Group. iFAST reserves the right, from time to time, in its sole and absolute discretion and by notice to the Customer, to vary interest rates or impose other fees. Such interest rates or other charges will be posted on iFAST's Website and it is the Customer's responsibility to ensure that he is aware of current applicable interest rates or other charges.
- Charge
- The Customer warrants and undertakes to iFAST that the Margin Services Collateral is legally and beneficially owned solely by the Customer and is and will remain free from any lien, charge, encumbrance or security interest of any kind, other than as created by or pursuant to these terms and conditions. The Customer shall ensure the Securities are and will be fully paid up.
- The Customer, as the legal and beneficial owner, pledges and/or charges all the right, title, benefits, entitlements, and interests in all Margin Services Collateral to iFAST (the "Charge"), for the payment or satisfaction of all outstanding balances owing to iFAST and the performance of all obligation under the Facility. Where required by iFAST, the Customer shall at its own cost, execute and do all such deeds, acts and things (including without limitation, the performance of such further acts or the execution and delivery of any additional instruments or documents) as iFAST may require for the purpose of these terms and conditions, including but not limited to perfecting and/or protecting the rights of iFAST to the Margin Services Collateral provided by the Customer.
- The Charge shall be a continuing security notwithstanding any intermediate payment or settlement of account or satisfaction of the whole or any part of any sum owing by the Customer to iFAST and notwithstanding the closing of the Customer's Account with iFAST be it a single or joint account and shall extend to cover all or any sum of monies which shall for the time being constitute the balance due from the Customer to iFAST or an entity within the iFAST Group.
- iFAST may release the Charge at the Customer's request upon the irrevocable payment in full of all sums and the full performance of the Customer's obligation under the Facility.
- The Charge will not be affected in any way by:
- Any Events of Default;
- Any other arrangement entered into by iFAST with the Customer;
- Any amalgamation, merger or reconstruction that may be affected by iFAST;
- The Customer's claim or other right against iFAST; or
- Any other thing done or omitted or neglected to be done by iFAST or any other person or any other dealing, fact, matter or thing which, but for this provision, might operate to prejudice or affect the Customer's liabilities under the Facility.
- Rights of iFAST
- iFAST may at its absolute discretion and at any time review and vary these terms and conditions and insert such new terms herein or vary the Margin Requirement or the Facility granted to the Customer by giving not less than three (3) Business Days' notice to the Customer. The Customer shall be deemed to have agreed to such variations and/or insertions thereof unless the Customer otherwise expressly notifies iFAST in writing within three (3) Business Days of receipt of such notice.
- iFAST may deposit the Margin Services Collateral of the Customer in a trust account which is commingled with the Margin Services Collateral of other customers of iFAST. The Customer acknowledges that for cash holdings placed with iFAST as Margin Services Collateral, it would be administratively and operationally difficult (in view of the constant fluctuations in the value of such trust account) to account separately for each customer of iFAST the interest due on the cash holdings, which is received on a lump sum basis. The Customer accepts that it is a condition for iFAST providing the Facility and agrees to waive and relinquish in favour of iFAST all claims for interest that may otherwise accrue with respect to the cash holdings placed by the Customer with iFAST as Margin Services Collateral. Notwithstanding, iFAST may in its sole and absolute discretion pay the Customer such part of the interest received by iFAST as it deems appropriate.
- iFAST has the right without prior notice or consent from the Customer, to dispose of or otherwise deal with any part of the Margin Services Collateral in its absolute discretion when any amount in the Margin Account has become due and payable. In the event of any deficiency after disposal of the Margin Services Collateral, the Customer shall make good and pay on demand to iFAST or its associates or nominees such deficiency.
- Cash in the Margin Account and any proceeds from the disposal of Margin Services Collateral shall be applied in the following order: (a) in payment of all costs, charges, legal and other fees and expenses including stamp duty, commission and brokerage properly incurred in perfecting and/or protecting the rights of iFAST to any part of the Margin Services Collateral; (b) in payment of the interest for the time being accrued and due; (c) towards the payment of the amount due (other than the interest) under the Margin Account; (d) towards the payment of all or part of the amount due by the Customer to the affiliates or nominees of iFAST; and (e) the residue, if any, shall be paid to the Customer. Once the Facility and all related sums are fully settled by the Customer, the Margin Account will be converted back to a normal investment account.
- iFAST may resort to other means of obtaining payment or securing performance as it thinks fit without affecting the Margin Services Collateral created herein.
- Risk Disclosure Statement
- iFAST refers the Customer to the Risk of Margin Trading Statement pertaining to the risks associated with the provision of margin financing. The acknowledgment and acceptance by the Customer of the Risk Disclosure Statement Relating to Securities set out in Schedule 1 shall be a condition precedent to iFAST's performance of its obligations in relation to the Margin Account.
- Other Requirements
- The Customer shall also comply with the requirements and terms, including but not limited to iFAST Margin Policy and any other materials iFAST provides and amends from time to time.