DBS Treasures Agreement

An Overview of Your DBS Treasures Relationship

These are the terms and conditions that will govern your relationship with the Bank as a DBS Treasures client, in which we also refer to as the Agreement. While we have prepared key points for your easy reference, they are not meant to be a substitute for reading the details of the Agreement and you should familiarise yourself with all aspects of the Agreement.

Latest Update

We have expanded our suite of product offering to our customers who are accredited investors and our Terms and Conditions Governing Investment Products have been updated accordingly. The modifications have been made in the Overview, Definitions, Section 2 - General Risk Disclosures and Specific Products Risk Disclosures as well as Section 4 Additional Terms and Conditions Governing Investment Products and Services.

In addition, the Standard Terms and Conditions Relating to Credit Facilities have also been included.

Effective from 04 December 2023.

Key Sections in the Agreement

Section A sets out the terms that apply to the various accounts that we will open for you as a DBS Treasures Customer, on top of your existing personal accounts with us.

   
Wealth Management Account (“WMA”) To put your investment holdings in
Multi-Currency Settlement Account For settlement for transactions you do with, and through us
DBS Wealth Nominees Account To custodise any transactions you make via Securities Trading on the applicable terms set out in the Terms and Conditions Governing Investment Products.

Section B covers the way we communicate with you, which includes taking your instructions and the type of information that we send you.

Section C deals with what happens when we makes changes to the Agreement or stop the Agreement with you. You can also find out how to terminate the Agreement.

Section D covers the general terms in the Agreement, such as our Privacy Policy, Tax Obligations, and Governing Law.


Other agreements to take note

You should read the Agreement together with the Applicable Agreements below:

The Agreement does not cover loan products and services such as the following, as they have separate terms and conditions:

• Mortgages    • Credit Cards

Definitions

When you read this agreement, bear in mind that

  1. Account” means any account(s) which you may have with us whether alone or jointly with any other person(s), and includes savings accounts, current accounts, fixed deposit accounts and any other accounts which we may introduce from time to time.
  2. Agent” means any agent, correspondent, broker, dealer, counterparty, adviser, bank, attorney, custodian, sub-custodian, depository, depository agent, manager, assayer, refiner, service provider or Nominee selected or used by us, whether in Singapore or elsewhere, and may include any of our affiliates.
  3. Applicable Agreement” means any other agreement that is binding on you in addition to this Agreement.
  4. Applicable Laws” means all relevant laws (including statutory enactments and judgments of any legal court or tribunal, and any form of unwritten or uncodified laws) of Singapore or any other applicable jurisdictions, rules, regulations, orders, rulings, directives, notices, circulars, decrees, bye-laws, policy statements, guidelines, practice notes, interpretations, standards, consultation papers, requirements, custom, usage or general commercial and regular banking practices (whether or not having the force of law) of any governmental or regulatory authority or agency, self-regulatory organisation, market, exchange, clearing house, trade repository and electronic trading platform or depository system (whether in Singapore or elsewhere) having supervisory jurisdiction or relevance to this Agreement, any Applicable Agreement, Account, Service, investment or transaction. Such Applicable Laws may be amended from time to time notwithstanding any summary or description set out herein.
  5. Assets” means cash, investments, and any of your assets or property as may be delivered and transferred by you to us or to our order whether by way of security or for management, safe custody or any purpose whatsoever. In cases where you are trustees opening and maintaining an Account for the purposes of a trust, as expressly made known to and acknowledged by us, references to Assets shall be construed to include references to the Assets of such trust, notwithstanding that beneficial ownership of those Assets may vest in persons other than the trustees.
  6. Business Day” means any day on which banks in Singapore and the Bank are open for banking business.
  7. Customer Data” means all information (including personal data as defined in the Personal Data Protection Act) relating to the Customer, the Customer’s investments, transactions, accounts, the services utilised by Customer or dealing relationship with us, including Customer Information as defined in the Banking Act.
  8. DBS Group” means DBS, its subsidiaries, affiliates, branches and related companies.
  9. Liability” means at any time (a) all sums (whether principal, interest, fees, costs, charges, expenses, commissions or otherwise) which are or at any time may be or become due from or owing by you to us, or which you have agreed to pay or discharge, whether actually or contingently, under or in connection with this Agreement and/or any Applicable Agreement; and (b) all other liabilities and monies which now are or at any time may be or become due from or owing by, or be incurred by, you to us, in whatever currency those sums, liabilities or monies shall be denominated or owing, whether alone or jointly with any other person and on any account whatsoever, whether current or otherwise, and whether present, future, actual or contingent and whether as principal debtor, guarantor, surety or otherwise howsoever.
  10. Losses” means all reasonable losses, costs, expenses, damages and liabilities.
  11. Nominees” means DBS Nominees (Pte) Ltd and any other nominees(s) appointed by us or our agents on our behalf from time to time or any of them.
  12. Person” means any individual.
  13. Securities” means stocks, shares, notes, options, warrants, debentures, book-entry securities, bonds, certificates of deposit instruments, and other equity or debt instruments (whether represented by a certificate or by a book-entry on the records of the issuer or other entity responsible for recording such book-entries)
  14. Securities Transaction” means any transaction pursuant to which Securities are acquired, purchased and/or sold.
  15. Services” means all services, financial and non-financial, made, or to be made available by the Bank to you as a DBS Treasures customer which includes any core service such as financial banking or other service including electronic services, products, information, functions and facilities which may be offered by us from time to time, and also any transactions entered into under this Agreement and/or any applicable agreement and “Service” means any one of them.
  16. Specified Investment Product” is as defined in the Securities and Futures Act (Cap. 289) Notice on the Sale of Investment Products, as may be amended or substituted from time to time.
  17. We”, “our”, “us” “DBS”, “Bank”, refers to DBS Bank Ltd and its successors and assigns.
  18. You”, “your”, “Account holder”, “customer” means the Person(s) in whose name(s) the Account is maintained, and includes the successors or personal representatives of such Person.
  19. Unless otherwise stated, references to Clauses or Schedules are references to clauses and schedules of this Agreement. Headings or sub-headings to Clauses or Schedules are for ease of reference only, and shall not in any way affect the construction or interpretation of this Agreement.
  20. In the event of any inconsistency between any applicable agreement and this Agreement, this Agreement shall prevail in respect of the Accounts and/or Services provided to you as a DBS Treasures customer.

A. Account Management

1. Account Opening

When you read this agreement, bear in mind that

1.1 You authorise us to open the following Accounts for you on your behalf in your name (whether jointly or singly), with the specimen signature furnished for your primary savings/current account with us to apply:

  1. Wealth Management Account (“WMA”)
  2. Multi-Currency Settlement Account (“Settlement Account”)
  3. DBS Wealth Nominees Account

1.2 We shall from time to time determine the types of services and facilities that are available through the WMA, without any notice or liability to any party.

1.3 We will determine the account number to be allocated to each Account opened and may change it upon notification to you.

1.4 You must make an initial deposit of such amount as we prescribe to open an Account, unless we agree otherwise.

1.5 You should inform us immediately of any change or inaccuracy in relation to your personal particulars. You are required to provide us any additional information that we may require in connection with the operation of the WMA. If you fail to do so, we will not be responsible for any resulting loss to you.

1.6 If you have any investments that were purchased with us using cash, we may, if necessary, transfer all your existing investments to your WMA.

Settlement Account

1.7 Cash deposits into and cash withdrawals from the Settlement Account will not be accepted, including but not limited to at any of our branches, unless otherwise agreed by us.

1.8 We shall be entitled to credit the Settlement Account with the funds received by us from the following (non-exhaustive) listing:

  1. any funds received upon maturity of your fixed deposit;
  2. any funds received in respect of purchasing or acquiring any Securities and/or investments;
  3. any funds from the sale, disposal or redemption of such Securities and/or investments or part thereof;
  4. all dividend and interest income arising from your Securities and/or investments; and
  5. any other income, payments or sums to which you are entitled to in relation to any transaction, service or investment product.

1.9 We shall be entitled to debit the Settlement Account without further Instructions from you and you hereby authorise us to make such payments for all Fees and Charges as listed in Clause 16.

1.10 No cheque books will be issued with respect to the Settlement Account.

1.11 Sums paid from a Settlement Account shall be in the currency of the Settlement Account or (at our discretion) its Singapore Dollar equivalent at our prevailing exchange rate.

1.12 We reserve the right to:

  1. make such transfer to any Settlement Account from any of your Accounts for such purpose as we deem fit (including but not limited to settlement of any investment transactions), without any instructions or consent from you;
  2. impose a limit on the amounts that may be withdrawn from the Settlement Account;
  3. set a minimum deposit amount on the Settlement Account;
  4. pay to you any amount withdrawn from the Settlement Account by one or more of the following methods:
    1. transfer of funds to any of your Accounts;
    2. issue to you a cashier’s order drawn on us;
    3. effecting a transfer to an account with any other bank(s) in the currency of the deposit in accordance with your written Instructions;
    4. by converting the principal and accrued interest into Singapore Dollars at our then prevailing buying rate and paying the proceeds to you; and/ or
    5. by such other means as we at our discretion think fit;
  5. levy such periodic service charges if the balance in any of your Accounts falls below any minimum deposit amount prescribed by us from time to time;
  6. pay a lower rate of interest or no interest at all on balances below certain amounts to be determined by us from time to time. We will inform you of the prevailing amount upon enquiry; and
  7. earmark such amount of monies to credit to any of your Accounts as we may deem necessary for the purpose of settling any of your payment obligations to us or any third party in connection with or arising from any investment, transaction or Service under this Agreement and/or any Applicable Agreement, and you may not, without our prior written consent, withdraw or transfer any part of the earmarked amount until such payment obligations have been fully discharged. If at any time the credit balances in your Accounts fall below the earmarked amount, you shall immediately deposit into your Accounts an amount equivalent to such shortfall.

1.13 You agree at all times to maintain sufficient funds in the Settlement Account for the purpose of effecting any transaction or service and/or for paying any fees, costs or other expenses which you are liable to pay under this Agreement. In addition to the above, you acknowledge and agree that if at any time there are in our reasonable opinion (having regard to other payments debited or due to be debited) insufficient funds in the Settlement Account for these purposes, we may

  1. decline to undertake any transaction, service or investments; or
  2. in our sole discretion and without any obligation to do so on our part, transfer funds as necessary from any other of your Accounts or any accounts opened with any of our branches without further Instruction from you.

1.14 Any sum(s) owing by us to you can be credited into the Settlement Account or paid in such other manner as we deem fit and shall be considered as good and sufficient discharge of our payment obligation to you.

1.15 We are authorised to convert any sums to be debited from or credited into your Settlement Account into a different currency at our absolute discretion at such date and rate of exchange and using such method as we may conclusively determine and you shall bear the cost of such conversion. The rate, method and date of exchange shall be binding on you. In addition, whenever payment is to be made in a different currency from your available funds in the Settlement Account for that payment, we are authorised to effect the necessary conversion of currency for the purpose of effecting that payment at our own rate of exchange then prevailing, and you shall pay us such commission or other fees as we may prescribe for effecting such conversion.


2. Additional Terms and Conditions Governing Time Deposit Accounts

Time Deposits (“TD”) that you open with us are governed by the Bank’s Terms and Conditions Governing Accounts. For TDs that are opened via DBS iWealth, please note of the additional terms and conditions listed below.

2.1 Any deposit into or withdrawal from the TD Account shall be in the manner or currency permitted by us, and is subject to our prevailing prescribed commissions and/or service charges, and where applicable, to conversion at our prevailing foreign exchange rates.

2.2 Upon maturity, we may at our sole discretion, transfer any amounts deposited in the TD Account to any Account including any Settlement Account via a fund transfer or a series of transfers.

2.3 You may not make any withdrawal from the TD Account at any of our branches, unless we agree otherwise.


3. Overdraft and Charge to Give to DBS

3.1 In the absence of prior approval, your Account shall not be overdrawn. At your request, explicitly or otherwise by overdrawing on your Account, or by your action causing your Account to become overdrawn, we may, at our discretion, grant you an overdraft facility secured against Assets you place with us. In this regard, you hereby create a first fixed charge over all your Assets held with us as security for your obligations arising from your request. This charge is independent of any other charge or security that you may have provided to us previously.

3.2 The overdraft limit may be adjusted at our discretion, upon changes in the valuation of such Assets.

3.3 Any overdraft is subject to our overriding right of repayment on demand.

3.4 In the event that we do not grant you an overdraft facility, we may close your Account if your Account is or becomes overdrawn.


4. Right of Set-off

4.1 In addition to any other set-off rights we have, we may at any time without notice to you set-off or transfer any sum(s) of money in any of your Accounts with us towards the satisfaction of the Liabilities. This includes Accounts that may not be in the same currency as the Liabilities, and can also consist of TDs which have yet to mature.

4.2 We are authorised and entitled to effect any necessary conversion at our prevailing rate of exchange. In this respect, where such Accounts consist of TDs, you agree that we may at our discretion, and as long as the Labilities remain owing and unpaid, renew such TDs for similar period(s) in the same currency and at the rate offered by us for such period(s). You further declare and warrant that you are legally and beneficially entitled to the abovementioned Accounts.


5. Treasures Privilege Services

5.1 We may vary or withdraw the Services without notice to you or any party. You can find out the current suite of Services available to you by contacting your relationship manager, visiting our Treasures Services Centre, or from the DBS Treasures website.

5.2 We reserve the right to offer the Treasures Privilege Services to, and withdraw the Treasures Privilege Services from, any person at our sole discretion. If you are downgraded from the DBS Treasures platform for any reasons whatsoever, we may choose to stop providing you with any Treasures Privilege Services

5.3 As part of the Treasures Privilege Services, we may issue you a DBS Privilege Services card. The DBS Privilege Services card may take the form of a card or any other electronic or computerised token, device or gadget. You are also subject to the relevant terms and conditions available through the DBS Privilege Services card.

5.4 Any DBS Privilege Services card issued is our property and must be returned on request. It cannot be transferred to any other person.

5.5 We may introduce you to other Treasures privileges and services provided by third parties. Any services provided by third parties are subject to their terms and conditions and we will not be liable for any loss you incur in connection with such services.


B. Communication with you

6. Your Instructions

6.1 In this section, “Instruction” means any notice, demand, instruction or other communication given in any form acceptable to us, including via mail, telephone, facsimile transmission, email, video conferencing or any other form of electronic communication acceptable to us.

6.2 Notwithstanding the terms of any arrangement or agreement or course of dealing between DBS and you, DBS is hereby authorised by you, but is not obliged, to accept, rely or act upon any Instruction in respect of the Securities (including conducting any financial needs analysis or a review thereof), including Instructions in respect of any of your savings, current, time deposit or other accounts held by you.

6.3 We shall be entitled to treat such Instruction as duly authorised by and binding on you (a) without waiting for any confirmation or the original instruction in writing; (b) without making any inquiry as to the authority or identity of the person(s) giving or making or purporting to give or make such Instruction; and (c) regardless of the circumstances in which such Instruction was made or given to DBS.

6.4 We shall be entitled to refuse to accept, rely or act on any Instruction without giving any notice or assigning any reason.

6.5 If we act on your instructions in respect of any products or services relating to the Account, you will be subject to these Terms and Conditions and the terms and conditions governing that product or service.

6.6 You will indemnify us against all liabilities, claims, demands, actions, proceedings, losses, damages, expenses, costs (including legal costs on a full indemnity basis) and all other liabilities of whatsoever nature and howsoever arising which we may incur or suffer directly or indirectly as a result of us acting on any instruction in accordance with these Terms and Conditions.

6.7 You agree that we will not be liable to you in relation to any costs, expenses, damages or losses that you may suffer or incur including any direct, indirect, consequential or special loss, as a result of any decision or action taken by DBS in good faith with regards to your Instructions.

6.8 If DBS receives any Instructions outside Banking Hours on a Business Day, DBS will only consider such Instructions on the next working day. “Banking Hours” are the hours on any Business Day that DBS processes Instructions.

6.9 In the event that DBS receive two or more Instructions which DBS considers to be inconsistent, DBS is entitled to (a) refuse to accept, rely or act on such Instructions until DBS has obtained satisfactory clarification; or (b) accept, rely or act upon such Instructions as DBS think fit.

6.10 You agree that DBS may at any time perform a call back to confirm the Instruction given, or request that you provide DBS, within a specified period, with the original instruction in writing duly signed by the authorised signatory(ies).

6.11 You agree that any telephone conversations between DBS and you may be recorded with or without the use of an automatic tone warning device. You agree that DBS is entitled to erase such recordings. You further agree that DBS is not obliged to provide you with access to copies or transcripts of any telephone recordings between DBS and you.

6.12 You agree that this authorisation may be revoked by DBS at any time without notice to you and/or assigning any reason.

6.13 DBS will maintain all records of your Instructions and we may use them as evidence in any court or arbitration proceedings as proof of their contents. You acknowledge and agree that DBS it not obliged to provide you with access to such records, and we may destroy them after any obligations (both statutory and internal) to store them have expired.


7. Electronic Signature Instruction

7.1 Some Instructions can be signed electronically and these are known as Electronic Signature Instructions. This means we collect and link your signature with the relevant Instruction in electronic form.

7.2 The Electronic Signature Instruction service may be availed to you at our discretion.

7.3 Your signature collected, received and/or stored in such electronic form shall be deemed to be equivalent to your signature in hard copy.

7.4 You agree that electronic data or images of any form, document, instruction or communication, other electronic documents, instruction or communication and all records in electronic form (collectively, “Electronic Records”) maintained by us or on our behalf where any signature(s) in electronic form has/have been affixed or appended (including, but not limited to, each Electronic Signature Instruction), which fulfil our internal processes and requirements, shall be deemed to be valid, accurate and authentic, and given the same effect as if such Electronic Records in electronic form were written and signed between you and us in hard copy.

7.5 You further agree that the security procedure applied or to be applied to verify that the Electronic Signature Instruction is commercially reasonable and secure, pursuant to the Electronic Transactions Act (Cap 88).


8. Messages We Send You

8.1 You authorise DBS to provide to you, as part of the Services, documents, notices, alerts and other formal communications containing your personal particulars and account information, via post, email, SMS, facsimile, telephone call, video conference or any form of electronic communication over any device, media or channel.

8.2 We will use the mailing address, email address and telephone number you have registered in our records and you undertake to inform the Bank in writing or via internet banking or any other mode of instruction permitted by the Bank if you change your mailing address, email address or telephone number.

Information on our Products and Services

8.3 You consent to DBS providing you with information on any services and/or products available to you as a DBS Treasures customer (including research, commentaries and other publications). Such information may be sent via post, email, SMS, facsimile, telephone call or any form of electronic communication over any devices, media or channels and in any manner as we may deem appropriate.

8.4 The Bank is only a channel of communication in respect of such communication and notices, and you agree that we are not liable to you in relation to any costs, expenses, damages or losses that you may suffer or incur including any direct, indirect, consequential or special loss, as a result of any decision or action that you may take upon receipt of such notification.

8.5 All risks involved in postal, email, facsimile and SMS communication, including delay or failure of delivery, and risk of unauthorised access will be borne by you. All email, facsimile and SMS communications are not encrypted. You are responsible for the security of your own email account and/or phone. You shall bear all risks of communications made by you to the Bank and by the Bank to you.

8.6 You shall not hold us liable for the following except where you have conclusively established in the Courts of Singapore that such delay, interception, loss and/or failure to reach you or disclosure to any third party was due solely to our gross negligence or wilful default:

  1. any communication that is delayed, intercepted, lost and/or failed to reach you during delivery, transmission or dispatch or if the content of such communication is disclosed to any third party during transit;
  2. any loss of security or information regarding any Account or any loss or damage suffered or incurred by you arising from your use of the email or SMS communication service or as a result of you not following instructions, procedures, and directions for using the email or SMS service, as may be prescribed or approved by DBS from time to time.

8.7 We may in our absolute discretion choose to communicate with you in any mode we reasonably deem fit.


9. Consolidated Statement of account

9.1 We will send you Statement(s) of your Accounts that we may determine from time to time in a form and at a frequency we deem appropriate (“Statements”), to your registered mailing address (if in hard copy form) and/or your registered email address (if in electronic form) in our records. For Statements sent to you via Electronic Services (“Electronic Statements”), you agree to be bound by the prevailing Terms and Conditions Governing Electronic Statements. You may request printed records of any Electronic Statement subject to such conditions and the payment of such service fee that we may from time to time impose.

9.2 Transactions performed after the Bank’s cut-off time for statement issue will be reflected in the following month’s Statement(s).

9.3 In the case of a joint account, one consolidated Statement addressed to all the account holders will be sent. You must notify us in writing if you do not receive the consolidated Statement within 7 days of the expected date of receipt, failing which you will be deemed to have received it. If you do not wish to receive the consolidated Statement, please inform us.

9.4 If any Statement is returned undelivered, we reserve the right not to send you any Statement of Account in future.

9.5 You must tell us as soon as you can if a Statement includes something which appears to you to be wrong or was omitted. If you do not notify us of any error or inaccuracy within 14 days upon receipt of the Statement, the Statement shall remain binding.

9.6 We reserve the right, without prior notice to you, to add and/or alter the entries in any Statement(s) in the event of any incorrect or missing entries or amounts stated therein.


C. Variation and Termination of Agreement

10. Changes to this Agreement

10.1 We may make changes to this Agreement at any time by giving you notice. Such changes take effect on the date specified by us in the notice. If you do not accept the changes, you must promptly inform us that you wish to terminate this Agreement, discontinue use of any Accounts and/or Services made available to you as a DBS Treasures member, and return all items provided to you to utilise any DBS Treasures privileged services. If you continue to use any Accounts and/or Services made available to you as a DBS Treasures member after such notice, this means you have agreed to accept the changes.

10.2 The obligation to give you notice does not apply if changes are required in an emergency, where it is not practicable to give such notice, where changes are for administrative or clarification purposes, or for the inclusion of additional terms and conditions governing new products and services.


11. Termination of Agreement

11.1 We may suspend any of the Services available under this Agreement and/or terminate this Agreement at any time without giving any reason by 7 days’ prior notice, or where we deem fit, immediately upon notice to you (whether or not the notice is received by you).

11.2 You may terminate this Agreement by giving us prior written notice of at least 14 days. For joint Treasures memberships, instructions must be provided by each of the joint parties, and termination of the joint Treasures membership shall only take effect upon the Bank’s written notice confirming the joint termination. Any standing instructions given by you for transactions will continue to bind you until we receive notice of termination of this Agreement from you. When this Agreement is terminated, you must surrender all items, including any DBS privilege services card.


D. General

12. DBS Privacy Policy and Confidentiality

12.1 The DBS Privacy Policy, as may be amended, supplemented and/or substituted from time to time, is incorporated by reference into and forms part of this Agreement and shall apply to all personal data that you provide to us or that we have obtained from any other sources or that arises from your relationship with DBS Group. The DBS Privacy Policy is available at https://www.dbs.com/privacy and any DBS or POSB branch.

12.2 You hereby consent to our collection, use, disclosure and processing of your personal data in accordance with the DBS Privacy Policy and the Agreement.

12.3 If you provide us with the personal data of any individual (other than your own, if you yourself are an individual), you consent on behalf of that individual and confirm that you have obtained his/her prior consent, to our collection, use, disclosure and processing of his/her personal data in accordance with the DBS Privacy Policy and the Agreement, and that the personal data that you provide to us is true, accurate and complete.

12.4 Without prejudice to any provision in the DBS Privacy Policy, you agree that we may disclose any Customer Data to any of the following persons (whether in Singapore or elsewhere) for the purpose of establishing, maintaining and/or operating your Account, providing any Service to you, effecting your Instructions, including in relation to any Investment or Transaction, managing your banking relationship with us or any of our Affiliates and/or any other purpose connected or relevant to our business (including operating internal controls and complying with Applicable Laws):

(a) any Branch or any other office, representative office and related company of the Bank (including our Affiliates), whether in Singapore or elsewhere;

(b) any Agent, our insurers, professional advisers (including auditors and legal advisers) or any other third party provider of services (including debt collection, printing, or mailing of cheque books, reports, newsletters or other documents, professional, management, administrative, data management, electronic, telecommunications, computer, payment, collection, security, investigation, clearing and credit reference or checking services) or to whom we have outsourced or sub-contracted any part of our banking operations;

(c) any Exchange, clearing house or trade repository in connection with your Investments, Transactions, Accounts and/or the Services utilised by you;

(d) the issuer and where applicable, the manager and trustee of any of your Investments;

(e) any person with (or through whom) we enter into (or may potentially enter into) any transaction in connection with the purchase or sale of any credit insurance or any other contractual protection or hedging with respect to your obligations under any of your Investments, Transactions, Accounts or the Services utilised by you;

(f) any court or tribunal, government, quasi-government, regulatory, fiscal, monetary or other authority, agency, body or person, whether in Singapore or elsewhere, where such disclosure is required by Applicable Laws (including Applicable Laws on anti money-laundering or which impose any reporting and/or withholding obligations on us, such as the United States Foreign Account Tax Compliance Act) or pursuant to any order of court or tribunal or any code or guideline not having the force of law but with which we generally comply;

(g) any credit bureau approved by the relevant authorities and any member or subscriber of such credit bureau;

(h) any person to whom any fee, commission or other amount may be payable, for the exclusive purpose of determining the quantum of such fee, commission or other amount;

(i) any insurer, guarantor and/or any Security Provider in relation to any of your Investments, Transactions, Accounts or any of the Services utilised by you;

(j) any actual or potential assignee or transferee of any of our rights and obligations or other actual or potential participant or sub-participant of any of our rights and/or obligations under or relating to any of your Investments, Transactions, Accounts or any of the Services utilised by you;

(k) any person in connection with the marketing or promotion of any Service or product offered by us or such person or investigating any complaint or dealing with any query relating to the marketing or promotion of any such Service or product;

(l) any person whom we believe in good faith to be you or your Authorised Agent;

(m) any of your auditors and where applicable, your directors, shareholders and partners;

(n) the other Joint Account Holder(s) of a Joint Account;

(o) where you are a Minor, your parent or legal guardian;

(p) any person to whom, in our opinion, disclosure is required for the proper administration and operation of your Account or the execution of any Investment or Transaction or the provision of any Service;

(q) any person as you or your legal or personal representatives may, from time to time, expressly authorise us in writing and in such case, such authorisations shall remain valid and in effect until we receive written revocation of such authorisation from you or your legal or personal representatives;

(r) any person or organisation to clarify or correct any wrongful or erroneous belief, representation or allegation to any third party, whether made by you or on your behalf, both in public and in private, regarding any of the Bank’s dealings with you or otherwise in relation to the Bank’s products, processes or policies, regardless of the form of media or platform which may include but is not limited to, published articles, posts, complaints or petitions; and

(s) any person to whom we are under a duty to disclose or we consider in good faith is in our interest to make such disclosure.

12.5 Any consent you give pursuant to the Agreement in relation to personal data shall survive your death, incapacity, bankruptcy or insolvency, as the case may be, and the termination of the Agreement.

12.6 You acknowledge and accept that a reward (based on your assets under management with us after a cut-off date determined by us) may be paid to any person who has successfully introduced you to us as a customer (“Referrer”), and you consent to the disclosure of your status as a Treasures customer to such a Referrer for this purpose. No information on the amount of assets under management or other Account information will be disclosed.

12.7 If there is any inconsistency between the terms in this clause 12 and the DBS Privacy Policy or with the terms governing any particular service/product offered by us through DBS Treasures, the terms in this clause 12 will prevail in so far as it relates to personal data.


13. Compliance with Tax Requirements, Sanctions and Regulations

13.1 You agree to be bound by the terms relating to tax requirements (“Tax Terms”) which forms part of the Agreement and which may be amended, supplemented and/or substituted from time to time by us. The Tax Terms are available at www.dbs.com.sg/tax-requirements.

13.2 All sums payable by you under this Agreement will be paid:

  1. free and clear of and without any deduction or withholding (except to the extent required by law) on account of any tax, levy or other charges; and
  2. without deduction or withholding (except to the extent required by law) on account of any other amount, whether by way of set-off, counterclaim or otherwise. If any deduction or withholding is required by law, the sum payable by you will be increased to the extent necessary to ensure that, after making such deduction, withholding or payment, we receive on the due date and retain (free from any liability in respect of any such deduction, withholding or payment) a net sum equal to what DBS would have received and retained, had no such deduction, withholding or payment been required or made.

13.3 You will pay to DBS on demand a sum equivalent to the amount of any applicable goods and services tax (by whatever name called) or any other taxes, levies or charges (or such part which the law does not prohibit DBS from collecting from you) in addition to all other sums payable to DBS under this Agreement and you will indemnify DBS against all such amounts.

13.4 You shall comply with all Applicable Laws in your use of the products and services provided by the DBS.

13.5 We may:

  1. take any action we consider appropriate to meet any obligation under any Applicable Laws/regulations or requirement by any governmental and/or regulatory authority (“Authority”), in connection with preventing any unlawful activity including fraud, money laundering, terrorist activity, corruption, bribery, tax evasion or the enforcement of any economic or trade sanction (including rejecting or refusing to carry out any instruction or transaction in relation to your Accounts, terminating services to and/or closing your Accounts and making such reports or taking such other actions as we may deem appropriate) without notifying you;
  2. disclose information relating to you and transactions in relation to your Accounts to any Authority without notifying you,

13.6 We shall not be liable for any loss, damage or cost which you may incur or suffer arising out of or in connection with us exercising our rights under this Agreement.


13.7 Withholding Tax

13.7.1 We operate in countries where we are required to disclose information in relation to our customers, such as you, to the tax authorities (“Foreign Tax Authorities”). For instance, this includes, where applicable, a US Person’s tax identification number and income sourced from the United States to the United States Internal Revenue Service.

13.7.2 If any of your Account(s) receives non-Singapore sourced income that is subject to non-resident withholding tax, you agree and acknowledge that we are required to make such withholding at the prescribed rate on behalf of these Foreign Tax Authorities.

13.7.3 We reserve the right not to apply reduced treaty rates even if you are a recipient of income sourced from a country which has a double tax treaty with the country you are a tax resident of.


14. Liability

14.1 We do not exclude or limit any liability that:

  1. we may have to you under Applicable Laws and regulations, or
  2. the Applicable Laws and regulations do not allow to be excluded or limited.

14.2 We will not be liable to you for any Losses which:

  1. arise from any cause beyond our reasonable control;
  2. we could not reasonably have anticipated when you gave us an instruction; or
  3. relate to any loss of business, loss of goodwill, loss of opportunity or loss of profit, unless it was directly caused by our gross negligence, wilful default or fraud

14.3 We are not liable to you for any act we take, or fail to take, which we reasonably believe is necessary to comply with any Applicable Laws.


15. Governing Law and Jurisdiction

15.1 This Agreement is subject to the laws of Singapore. You agree to submit to the non-exclusive jurisdiction of the Courts of Singapore for the settlement of any dispute in relation to this Agreement.

15.2 If you are not located in Singapore, please note that DBS cannot be responsible for the effect of other Applicable Laws which may apply to your Account. You accept all risks arising from such other Applicable Laws.


16. DBS Treasures Service Charges or Fees

16.1 We may impose on you a charge and/or fee for the provision of our DBS Treasures services. The fees are set out in our Pricing Guide and may change from time to time. You can view the Pricing Guide here at https://www.dbs.com.sg/treasures/pricing-guide.page.

16.2 Our Pricing Guide includes information relating to our investment services, including the cost of advice, where relevant, the cost of the financial instrument recommended or marketed to you and how you pay for it.

16.3 You are liable for any costs and charges that we could not reasonably have anticipated, and that we properly incur under the Agreement, including reasonable commissions, transfer and registration fees, stamp duties, transaction taxes or any other taxes and other liabilities we suffer if you fail to carry out your obligations under the Agreement.

16.4 We reserve the right to debit the fees and charges you owe us from any account that you hold with us.


17. Other General Terms

The Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, shall not apply to these Terms and Conditions and any person who is not a party to these Terms and Conditions shall have no right whatsoever to enforce these Terms and Conditions.

 

Terms and Conditions Governing Investment Products

Overview

When you choose to take up an investment product with us, you are bound by a set of Terms and Conditions (“this Agreement”). You must read this in conjunction with the following:

Terms and Conditions Governing Accounts
Terms and Conditions Governing Electronic Services
The DBS Treasures Agreement (for DBS Treasures customers only)
Your Financial Profile (if applicable)
Investment Objectives Setting (For Accredited Investor if applicable)
The separate terms in documents for specific transactions, including but not limited to the term sheet and offering documents

We would like to draw your attention to the following sections. However, you should still read through the entire terms and conditions below.

  • Risk Disclosures – There are risks involved in any investment. See Section 2 on Risk Disclosure Statements for details.
  • Custody Service – Your investment holdings may be held in the custody of DBS or a Nominee. See Section 3 on Custody Service Terms for details.

Table of Contents

Section What it covers
Section 1 – General Terms for All Investment Services and Services We Provide These are terms that apply to any investment product or service we provide.
Section 2 – Risk Disclosure Statements

A – General Risk Disclosures
These are general risks that apply to any investment product or service we provide.
B – Specific Products Risk Disclosures
1 – Funds
2 – Structured Deposits
3 – Currency-linked investments
4 – digiPortfolio
5 – Securities Trading / Transactions
6 – Bonds
7 – Structured Notes
8 – Commodities
9 – Forwards and Futures
10 – Options
11 – Swaps
12 – Credit Derivatives
13 – Private Asset Investments
14 – Digital Tokens
15 – Structured Products
These are risks that are specific to a particular investment product or service we provide.
C – Overseas Listed Investment Products Risk Disclosures These are risks that apply to investment products listed outside Singapore.
Section 3 – Custody Service Terms These contain the terms and risks for holding your investment holdings in custody of DBS or a Nominee.
Section 4 – Additional Terms and Conditions Governing Investment Products and Services

A – Funds
B – Structured Deposits
C – Currency-Linked (or Dual Currency) Investments
D – digiPortfolio
E – Stock Trading Services
F – Bonds
G – Structured Notes
H – Commodities
I – Digital Assets
These are additional terms that apply to a specific investment product or service we provide, on top of any general terms mentioned in Section 1.

Definitions

Agent” means any agent, correspondent, broker, dealer, counterparty, adviser, bank, attorney, custodian, sub-custodian, depository, depository agent, manager, assayer, refiner, service provider or Nominee selected or used by us, whether in Singapore or elsewhere.

Affiliate” means any subsidiary, related corporation, parent company, office, representative office, our associated company, and includes their respective successors and assigns.

Applicable Agreement” means any terms and conditions that supplement this Agreement in any document that we may specify from time to time in relation to the operation of any account and the provision of any Products or Services.

Applicable Laws” means all relevant laws (including statutory enactments and judgments of any legal court or tribunal, and any form of unwritten or uncodified laws) of Singapore or any other applicable jurisdictions, rules, regulations, orders, rulings, directives, notices, circulars, decrees, bye-laws, policy statements, guidelines, practice notes, interpretations, standards, consultation papers, requirements, custom, usage or general commercial and regular banking practices (whether or not having the force of law) of any governmental or regulatory authority or agency, self-regulatory organisation, market, Exchange, clearing house, trade repository and electronic trading platform or depository system (whether in Singapore or elsewhere) having supervisory jurisdiction or relevance to this Agreement, any Applicable Agreement, Account, Service, investment or transaction. Such Applicable Laws may be amended from time to time notwithstanding any summary or description set out herein.

Assets” means cash, investments, and any of your assets or property as may be delivered and transferred by you to us or to our order whether by way of security or for management, safe custody or any purpose whatsoever. In cases where you are trustees opening and maintaining an Account for the purposes of a trust, as expressly made known to and acknowledged by us, references to Assets shall be construed to include references to the Assets of such trust, notwithstanding that beneficial ownership of those Assets may vest in persons other than the trustees.

Bank”, “DBS” “We”, “Our” “Us” means DBS Bank Ltd, its Nominees, subsidiaries, Affiliates, branches and/or related companies.

Business Day” means any day on which banks in Singapore (including us) are open for banking business.

Corporate Actions” include redemption, right issues, bonus issues and matters relating to corporate changes, actual or proposed takeover, offer, sale, merger, compromise, arrangement, bankruptcy, insolvency or administrative proceedings affecting or in relation to any Asset or the issuer of any Asset or in relation to any rights for conversion, transfer or exchange of Asset.

Derivative Transaction” has the meaning given to such term in the ISDA Master Agreement.

Extraordinary Event” includes the following:

(a) any event which we, in good faith, believe to have a material adverse effect on any Investment, Transaction, Account and/or Service;

(b) an Event of Force Majeure (where applicable);

(c) any form of exchange control restriction or requirement of whatsoever nature affecting the availability, convertibility, credit or transfer of currencies, commodities, Securities, financial instruments or funds, any form of debt or other moratorium in any jurisdiction;

(d) any devaluation, redenomination or demonetisation of the underlying currencies, commodities, Securities, Digital Tokens or instruments of any Investment or Transaction;

(e) any restriction or requirement which, in our opinion, adversely alters or changes the rights or obligations which we undertook at the time the Investment or Transaction was entered into, the Account was established or the Service was made available to you (as the case may be); and

(f) any other event beyond our control (including any default on the part of our counterparty to hedging arrangements effected by us in connection with any of your Investments or Transactions) which makes it impracticable, illegal or impossible for us to perform our obligations under this Agreement or any Applicable Agreement or to effectively hedge our obligations thereunder.

ISDA Master Agreement” means the Master Agreement, published by the International Swaps and Derivatives Association, Inc., and the Schedule thereto, in the form agreed by us.

Liability” means at any time (a) all sums (whether principal, interest, fees, costs, charges, expenses, commissions or otherwise) which are or at any time may be or become due from or owing by you to us, or which you have agreed to pay or discharge, whether actually or contingently, under or in connection with this Agreement and/or any Applicable Agreement; and (b) all other liabilities and monies which now are or at any time may be or become due from or owing by, or be incurred by, you to us, in whatever currency those sums, liabilities or monies shall be denominated or owing, whether alone or jointly with any other person and on any account whatsoever, whether current or otherwise, and whether present, future, actual or contingent and whether as principal debtor, guarantor, surety or otherwise howsoever.

Losses” means all reasonable losses, costs, expenses, damages and liabilities.

Nominees” means DBS Nominees (Pte) Ltd and any other nominees(s) appointed by us or our Agents on our behalf from time to time or any of them.

Non-cash Transaction” means a transaction funded by Singapore Supplementary Retirement Scheme (“SRS”) or Central Provident Fund (“CPF”).

Pricing Guide” means DBS Treasures Pricing Guide, which may be amended from time to time, and is available at https://www.dbs.com.sg/treasures/pricing-guide.page.

Products” means all investment products offered under these Terms and Conditions.

Settlement Account” means your bank account maintained with us, where you designate for the settlement of investment transactions, Corporate Actions and deduction of any fees or charges arising from the investment, including but not limited to custody fees. For Non-cash transactions, the Settlement Account means your SRS or CPFIS account. If you are a Treasures customer, your Multi-Currency Settlement Account will serve as your Settlement Account.

US Person” means a person as defined in Rule 902(k) under the United States Securities Act of 1933.

WMA” means the Wealth Management Account for the purposes of trading, settling and holding your Assets and in which we credit or debit Assets. This is applicable only if you are a DBS Treasures customer and the terms and conditions governing the WMA is found in the DBS Treasures Agreement.

Words in the singular include the plural and vice versa


Section 1 – General Terms for All Investment Services and Services We Provide (“General Terms”)

1.1 We provide investment services where we

  1. provide advice on investments;
  2. execute transactions in investments on your Instructions;
  3. exercise a discretion to buy and sell investments on your behalf; and
  4. provide you Custody Services in respect of your Assets.

1.2 Some investment services/products have terms that may differ or are in addition to these general terms and are laid out in the specific sections below. For some specific transactions, these are subject to separate terms that will be contained in the documents furnished to you. In the event of any inconsistency between the separate terms, the General Terms and Additional Terms (in section 4), the inconsistency will be resolved in favour of the document ranking higher in the following order of priority: (a) the separate terms, (b) the Additional Terms and (c) the General Terms.

1.3 All products and services available to you are subject to Applicable Laws. This means that we may not be able to offer you certain investments or products, depending on our classification of you as a customer. Notwithstanding the entry into this Agreement, we have no obligation to offer you any particular service to, or enter into any transaction for or with you or on your behalf.

1.4 Most investment products you purchase through us will be held in custody with us. You must read Section 3 for details on our Custody Services Terms and the risks involved in you doing so.

Financial Advisory Services

1.5 When we provide you with financial advisory services, we will require you to complete some questions that will help us understand your risk profile, investment objectives and financial situation so that we can provide appropriate recommendations for you to consider. If you do not provide us with current, complete and accurate information, it may affect the recommendations that we provide. If you decide not to take our recommendation and subsequently purchase investment products that are not listed in our recommendations, you will not be able to rely on Section 36 of the Financial Advisers Act for any recourse.

1.6 While we would take into account a number of considerations when making a recommendation to you, you agree and acknowledge that such considerations will not be exhaustive. You agree that we do not undertake any fiduciary or any other duty of care or skill to you when providing you with recommendations. You must still assess based on your risk acceptance level, and whether the recommendation is suitable for you and do your own investigations and due diligence before proceeding.

Executing transactions in investments on your Instructions
1.7 Transactions that you instruct us to execute on your behalf are done without providing you any advice. We will act on your Instructions as described in Clause 4 below.

1.8 When you give us an instruction to execute a transaction on your behalf, you agree that:

  1. your application and/or offer to subscribe to or purchase the investment was initiated by you without any form of solicitation by us;
  2. the application form, and/or offer document (as the case may be) in relation to the investment was furnished to you at your request; and
  3. we shall not be responsible for the suitability of the investment or transaction entered into by you, and that you will not be able to rely on Section 36 of the Financial Advisers Act for any recourse.

Prior to entering into any investments
1.9 Where you undertake or intend to undertake any transaction, regardless of whether we have provided any recommendation or suggestion, you are required to (and deemed to have done so) independently conduct your own investigations and due diligence before proceeding with any investment decision (including and not limited to factoring in considerations as to your personal circumstances, risk tolerance levels, potential loss against any desired profitability of the investment and investment or market and all risks associated).

Provision of Information
1.10 While we may provide certain information on Products (or the relevant referenced underlying), transactions or markets such as (and not limited to) research, reports, market trends, investment analysis, commentaries on internal ratings upon the performance of selected companies, assets, interest rates, exchange rates and/or indices, these are for your reference only. There may be certain parameters to the information provided and certain assumptions may have been made, and hence we do not warrant that the information is exhaustive, complete, updated, accurate, clear, or fair, and we assume no responsibility for any reliance on such information. Such information would be prepared for all our customers or a general section of our customers and would also not have regard to the investment objectives, financial situation and particular needs of any specific person. The information is also not a prediction of market movements and you should assess such information independently.

Monitoring of Investments
1.11 We do not supervise or monitor any of your investments nor provide portfolio monitoring services. While we may take reasonable steps to send you information or updates on your investment holdings via monthly statements and/or other mode(s), you will need to monitor the performance of your investments and make an independent assessment of your investments.


2 Investment Restrictions

Offer of Investments to Non-Residents of Singapore
2.1 The Products may not have been approved for offer, subscription, sale or purchase by any authority outside Singapore or the product issuer. If you choose to make any transaction on markets in other jurisdictions particularly on a self-directed basis, you should be aware that by choosing to undertake any transactions you should ensure that the requirements of your home jurisdictions which may be significantly different or more stringent than Singapore’s requirements are met. If you are unable to appreciate the differences between the requirements of your jurisdiction and Singapore, then you should refrain from making such transaction with us. Please observe all Applicable Laws of your jurisdiction when accessing the information contained herein.

2.2 If you are not a resident of Singapore, you should check the “Important Information for Non-Singapore Residents” available at https://www.dbs.com.sg/personal/non-singapore-residents/announcement.page, which may be amended from time to time.

Non-US Person Declaration

2.3 The Products have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state of the United States and that the investments are being offered and sold outside the United States to non-U.S. Persons (including institutional and other investors in Singapore) in reliance on Regulation S (“Regulation S”) under the Securities Act (where, subject to certain exceptions, the Products may not be offered, sold, delivered, renounced or transferred, directly or indirectly, in or into the United States, or to any U.S. Person (as defined in Regulation S).

2.4 You acknowledge that the product documentation relating to the investments do not constitute an offer to sell or a solicitation of any offer to buy or subscribe for any securities in any jurisdiction in which such distribution or offer is not authorised. The product documentation does not constitute an offer to sell or the solicitation of any offer to buy or subscribe for any securities in the United States of America or for the benefit of US Persons.

Accredited Investor (“AI”)

2.5 Where you apply for investment product in which no prospectus or offer document has been registered or approved by the relevant regulatory authority, you represent and warrant to us that you are an AI (as defined under the Securities and Futures Act of Singapore) who may purchase such product. We may, at our sole discretion, accept Instruction from a non-AI for application of an investment product, subject to such terms that we may impose.

2.6 We are exempted from certain regulatory requirements when dealing with you as an AI. These are available at https://www.dbs.com.sg/personal/accreditedinvestor/default.page, including where we provide information or offers of investment products to you as an AI, we are exempted from compliance with the following sections of the Financial Advisers Act (FAA):

  1. Section 34 of the FAA on disclosure of product information on designated investment products;
  2. Section 36 of the FAA on reasonable basis for making investment recommendation; and
  3. Section 45 of the FAA on disclosure of certain interests in specified products

2.7 You may be required to unwind the transaction if it is subject to purchase restrictions.


3 Your Representations and Warranties

3.1 You represent and warrant that

  1. You have the power and the capacity to enter into, exercise your rights and to perform and comply with your obligations under this Agreement and such power and capacity is not limited by any bankruptcy or similar situation;
  2. You are not a US Person;
  3. You have complied with and will continue to comply with all Applicable Laws by which you are bound, whether in Singapore or otherwise;
  4. You are entering into the investment transaction for yourself and not as an agent or on behalf of any other person;
  5. have the knowledge and experience necessary to evaluate and understand the financial investment and other risks involved in investment products; and
  6. You shall notify us immediately if any of the representations above or elsewhere in this Agreement shall no longer continue to be true and correct.

4 Your Instructions

4.1 You may submit an instruction to us by completing the relevant application forms in writing, or via electronic means, including phone, video and/or email, as determined by us at our discretion (“Instruction”). By submitting an Instruction via electronic means to us, you authorise us to accept, rely upon and act in accordance with such Instructions, and the Terms and Conditions governing Electronic Services will apply. Such Instructions submitted to us are irrevocable and we may, but shall not be obliged to, accept and act on it.

4.2 We may impose restrictions and requirements from time to time on how you should submit an Instruction, such as requiring an Application Form to be accompanied by a copy of your identity card or passport. We will also set cut-off times by which Instructions must be received by on a Business Day for processing on the same day. There may be different cut-off times for different application channels.

4.3 Before we act on an Instruction, we may take steps to check that the Instruction is clear, given by you, or on your behalf and meets any specific requirements. This may include performing a call back to you.

4.4 We will treat an Instruction as genuine if we believe in good faith that the Instruction is from you or any authorized person and there are no circumstances we are, or should reasonably be, aware of that cast doubt on the authenticity of the Instruction.

4.5 While we will try to execute your Instructions in a timely manner, we may not always be able to execute your Instruction at any specific time or on the same Business Day, even if your Instruction is accepted within the cut-off time. This may be due to various constraints including, but not limited to any requirement under Applicable Laws governing anti-money laundering and prevention of fraud.

4.6 We can refuse to act on any Instruction received if we reasonably believe:

  1. the Instruction is not clear or conflicts with any other Instructions given to us;
  2. the Instruction was not given by you or an authorized person;
  3. the Instruction contradicts or is inconsistent Instructions from different account holders of a joint account;
  4. you are, or appear unable to or unwilling to provide us with information or documents or assistance that may be reasonably required;
  5. you are not capable, whether mentally or otherwise, of giving instructions;
  6. by carrying out the Instruction we might break any Applicable Law; or
  7. you are of a nationality or residing in an area or country which is expressly prohibited from the investment transaction, and
  8. we shall not be liable as a result of such refusal to act, including loss of investment opportunity which you may suffer or incur as a result of any refusal or delay in acting on your Instruction.

4.7 You agree that any conversations between us and you via non-face to face medium (such as telephone and video conferencing) may be recorded with or without the use of an automatic tone warning device and we may use such recordings in court and arbitration proceedings in the event of any dispute. You acknowledge and agree that we may at any time, in our absolute discretion, erase such recordings. You further acknowledge and agree that we are not obliged to provide you with access to, copies or transcripts of such recordings between us.

4.8 You shall accept the risks involved in giving us instructions via electronic means, and agree to compensate us for any third-party claims or other costs that we incur in connection with the following:

  1. failure or error in transmission of any notice, instruction or communication;
  2. fraud, forgery, impersonation or identity theft of you; or
  3. any misunderstanding, lack of clarity, discrepancies or errors in the communication which result from any malfunction or breakdown in the machines used to transmit and receive your Instructions;

4.9 We may also make available the Electronic Signature Instruction service to you when you give Instructions to us in person. The Electronic Signature Instruction involves you signing on an electronic signature pad or any other equivalent electronic device, and the data is stored as an Electronic Record.

4.10 The Electronic Records as defined in Clause 4.9 above, will be deemed to be valid, accurate and authentic, and given the same effect as if such Electronic Records were written and signed between us and you in hard copy. You acknowledge and agree that Electronic Records will be stored for as long as the law and the standards and practices of the banking industry say we must. After this time, we may destroy them.

4.11 You acknowledge and agree that such Electronic Records can be used as evidence in any court proceedings as proof of their contents. You further agree that you will not dispute the validity, accuracy or authenticity of the contents of any such Electronic Records, including evidence in the form of activity or transaction logs, computer or electronic records, magnetic tapes, cartridges, computer printouts, copies, or any other form of computer or electronic data or information storage or system, and that such Electronic Records shall be final and conclusive of the information and your Instruction and agreement of any matter, save in the case of our manifest or clerical error.


5 Payment and Settlement of Your Investment

5.1 To facilitate an investment transaction settled in cash, you will need to designate a bank account that you hold with us as a Settlement Account, which is governed by our Terms and Conditions Governing Accounts.

5.2 If you purchase an investment product through us, the transaction amount, including any applicable commission, fees, charges, expenses and taxes that has been notified to you prior to you entering the transaction, will be debited from your Settlement Account on Payment Date or such other date as determined by the Bank. We may earmark your Settlement Account for such amount prior to Payment Date. You should ensure you have sufficient funds in such bank account for us to debit.

5.3 We may debit your Settlement Account to fulfill your Instruction and for all fees, charges and payment of all amounts which you may owe us in connection with your investments with us.

5.4 If you do not have sufficient funds in your Settlement Account for us to debit, we reserve the right at our sole discretion,

  1. not to accept your Instruction to enter into the transaction, in which case, your application for the investment will be deemed void;
  2. to debit any of your account(s), either singly or jointly, in fulfillment of your investment, Corporate Action or other instructions, or in settlement of your Liabilities to the Bank and/or our Affiliates;
  3. to grant you an overdraft facility in your Settlement Account or such other account and for such amount as we may determine, secured against Assets you maintain with us. In this regard, you hereby create a first fixed charge over all your Assets held with us as security for your Liabilities and obligations arising from your Instruction or request. This charge is independent of any other charge or security that you may have provided to us previously or may provide in future. You will pay us interest at such rate per annum as we may determine from time to time on all monies due and owing to us, calculated from the date on which such monies are due until the date when full payment is received;
  4. to sell the investment or additional Assets you contracted, at any time at the prevailing price, and you shall pay us all losses and expenses suffered and/or incurred by us; and/or
  5. to effect any necessary conversion at our prevailing exchange rate or price if payment is to be made in a different currency and you will pay us such commissions or other fees as we may prescribe for effecting such conversion.

5.5 Any proceeds from the transaction or any amounts due to you in connection with your investment, including but not limited to dividends and redemptions, will be credited into your Settlement Account within a reasonable period.

5.6 Where crediting into the Settlement Account is unsuccessful, regardless of whether crediting is for payment of interest, realisation amount and or maturity amount, we may, at our sole discretion, pay the amount owing to you into any other account you maintain with us or via Singapore Dollar cheque (cashier’s order) or a demand draft denominated in the relevant currency. The cashier’s order or demand draft shall be sent to you by ordinary mail to your last address in our records and shall be deemed to have been received by you on the day following such mail.

5.7 For joint accounts, all account holders agree to be jointly and severally bound by the terms of this Agreement, and to be jointly and severally liable for all liabilities incurred on or debit balance in the account, and all Instructions given and transactions effected.


6 Our Communication with You

6.1 You shall not hold us liable in the event that any communication by us is delayed, intercepted, lost and/or fails to reach you during delivery, transmission or dispatch or if the content of such communication is disclosed to a third party during the transit except where you have conclusively established in the Courts of Singapore that such delay, interception, loss and/or failure to reach you or disclosure to any third party was due solely to our gross negligence or wilful default.

6.2 All letters, confirmations and all forms of communications sent by post to, delivered or left at your last address, including electronic contact details, registered with us will be deemed to have been received on the same day or if by post, the day after the date of posting. You must immediately notify us of any change in your contact details or other particulars submitted to us.

Confirmation advice

6.3 If we execute a transaction on your behalf, we will send you a confirmation advice (in a form we deem appropriate). You should notify us immediately if you do not receive such advice within 7 days of the expected date of receipt or you receive a confirmation advice of a deal which you did not place.

6.4 If there are inaccuracies in your confirmation advice, you should inform us as soon as possible. If we do not hear from you within 14 days of receipt of the confirmation advice, the confirmation advice shall remain binding.

Periodic statement

6.5 We may send you periodic statements on your investments maintained with us. If there are inaccuracies in your statement, you should inform us as soon as possible. If we do not hear from you within 14 days of receipt of the statement, the statement shall remain binding.

6.6 You are cautioned that within the Periodic Statement:

  1. Account balances and portfolio positions are shown for the period stated. Market values of investments, products or transactions are only indicative as at the applicable value date(s) indicated. Any overdraft interest shown denotes interest charge on (i) amounts overdrawn due to insufficient funds, and (ii) overdraft amounts utilised for accounts with overdraft facility.
  2. Where applicable, any market value of products or investments that we provide in any transaction record is not intended to imply that an actual trading market exists for the product or investment concerned or that it is appropriate to assume (for accounting or other purposes) that such a trading market exists. Actual trade prices (if any) may vary significantly as a result of various factors, which may include (but are not limited to) prevailing credit spreads, market liquidity, position size, transaction and financing costs, hedging costs and risks and use of capital and profit. Please note that such valuations may differ from those we use for purposes of making collateral calls against you.
  3. You should consult your own auditors and such other advisors you deem appropriate as to whether these valuations may be useful to you in connection with the preparation of your financial statements (and, in particular, whether and to what extent these valuations may be treated as being indicative of prices at which products, trades or investments could be executed) or for any other purpose. We have not advised you as to the appropriateness of any particular use of the market values provided.
  4. The market values provided in the statement may have been obtained from third party or other sources which are believed to be reliable. We do not represent, warrant or guarantee, express or implied, their accuracy or completeness and expressly disclaims any responsibility for (i) the reliability or accuracy of any models (including market data input into such models), estimates or assumptions used in deriving the values, (ii) any errors or omissions in computing or disseminating the values, and (iii) any uses to which the values may be put. We do not undertake to correct any values provided or to notify you of any correction. We do not accept any liability of any loss or damage (direct or indirect) arising from any use of any transaction record or its contents or otherwise arising in connection therewith.
  5. For bonds only: Market values that trade over the counter are traded via networks of brokers and dealers. Prices reflected in our trading systems (including but not limited to online trading systems utilised by you) and statements are based on inputs and quotes from these networks and market data providers. Price sources may depend on the markets in which the bonds trade, and are indicative only. There may be a disparity between the indicative prices and the actual tradable bond prices and this is due to various factors such as market conditions, currency fluctuations, volume or liquidity of the relevant market, as well as the frequency of inputs and updates by the aforementioned networks of brokers and dealers.

7 When we act as principal/agent for you

7.1 Unless we tell you otherwise, we shall be acting as your agent in respect of all transactions. You are therefore principally liable for, and shall assume all risks (including any counterparty or settlement risk) associated with, all transactions entered into pursuant to this Agreement and/or any other Applicable Agreement, notwithstanding that such transactions may have been undertaken in our name without disclosure of such agency. You should read through the specific risk disclosures for the individual investment product you are transacting in.

7.2 Subject to any limitation or condition prescribed by Applicable Laws, we and/or our Affiliate may, in respect of any transaction undertaken on your Instruction:

  1. be dealing as principal for our or its own account in purchasing from or selling to you investment product;
  2. be matching such transaction with that of another of our customers or our Affiliate;
  3. be receiving from any broker, dealer or agent, charges, commissions, fees, rebates, discounts or other payments or benefits and you agree that we or our Affiliate (as the case may be) may retain any such payments or benefits and shall be under no obligation to account for or disclose the same to you; and
  4. have a direct or indirect material interest in any such transaction.

7.3 Without prejudice to any provision in this Agreement, you acknowledge that we may, from time to time, have to accept sole and principal responsibility to any broker (notwithstanding as between you and us, we act as your agent). You further acknowledge that by reason of the foregoing, the investment products purchased may be regarded by the broker as being purchased by us for our own account and this may result in prejudice to you.


8 Costs and Charges

8.1 We may impose fees and charges in connection with your transaction. Such fees and charges may include commissions and benefits receivable by us. If you are a DBS Treasures customer, such information will be published in the Pricing Guide that is available from our website.

Retention of Price Improvement Benefits

8.2 Any “all-in” price provided by us for investments or transactions entered into with you as principal may include a sales and trading mark-up over the interbank price. Such sales and trading mark-up will not exceed the maximum dollar amount or percentage range detailed in our published Pricing Guide in force at the relevant time, unless you agree otherwise. If we are able to execute the investment or transaction at a better interbank price, you agree that we may retain the benefit from such price improvement provided that the sales and trading mark-up do not exceed the maximum amount or percentage range published in our Pricing Guide, or otherwise agreed with you.

8.3 You are liable for any costs and out-of-pocket expenses incurred by us under this Agreement. For DBS Treasures customers, such expenses which may not be covered in the Pricing Guide.

8.4 We may vary the costs and charges from time to time by giving you notice. All costs and charges are in Singapore dollars unless otherwise stated, and we will debit them from your Settlement Account.

8.5 In the event your Settlement Account has insufficient funds for debiting, we reserve the right to debit any of your accounts for all charges, fees or other sums payable to us in relation to your investment, including fees and charges imposed by third parties, without notice in accordance with Clause 5.4 above.


9 Cancellation and Termination

9.1 We may suspend or terminate this Agreement at any time without having to give any reasons or notice.

9.2 You may terminate this Agreement at any time by giving us written notice.

What happens when this Agreement is terminated

9.3 The Bank has the right, but not the obligation to, sell or otherwise deal with any of your investments or accounts, at our absolute discretion without notice to you where you fail to adhere to the terms and conditions in this Agreement or to comply with any Applicable Laws, or for any other reason as we may reasonably deem fit.

9.4 In cases of early termination of an investment product before its maturity, you may receive less than the principal amount initially invested or potentially lose the entire principal sum invested in the product. In addition, there may be administrative fees, charges and, if applicable, imposed in connection with the early termination of the product. You should refer to the specific product section for more details.

What happens upon your death

9.5 In the event of your death, DBS will suspend its performance of its duties and obligations under this Agreement once notified of your death until further instructed by your executor(s) or the administrator(s). DBS shall act on the requests, applications or instructions of your executor(s) or the administrator(s), who shall be similarly bound by the terms of this Agreement, and in so acting shall be entitled to be reimbursed for any costs and expenses incurred in complying with the requests, applications or instructions of such executor(s) or administrator(s) and shall not be liable for any claims or demands whatsoever by your heirs.

9.6 DBS shall not, in the absence of fraud on the part of DBS be liable to you, your executor(s) or administrator(s) for any losses incurred (to the Portfolio or otherwise) as a result or in the course of the suspension pursuant to Clause 9.1 above.

9.7 Your executor(s) or the administrator(s) shall be the only persons recognised by DBS as having title to your Assets.

9.8 For joint accounts, DBS shall be entitled to act on the Instructions of the surviving party.


10 Indemnity and Liabilities

What we are not liable for

10.1 Any costs, fees or expenses (including legal costs) that are incurred by us as a result of your breach of the terms and conditions of this Agreement or arising out of our enforcement of any of our rights hereunder, shall be recoverable by us from you on a full indemnity basis.

10.2 You shall not hold us liable for acting in good faith or omitting in good faith to act on your Instructions given to us in accordance with our prescribed verification procedure prevailing at the time.

10.3 We are also not liable for any loss, damage, expense you suffer as a result of us acting on Instructions that you give to us in error. We will not be able to unwind transactions, and you should be aware that settlement arrangements in respect of any Product you transact in may restrict the ability to mitigate the consequences of any error trades you make.

10.4 We do not exclude or limit any liability that we may have to you under Applicable Laws, or such liability that we are not allowed to exclude or limit under Applicable Laws.

10.5 We will not be liable to you for any loss:

  1. which arise from any cause beyond our reasonable control including, but not limited to the events listed below:
    1. force majeure;
    2. act of war, terrorism, strike, or civil unrest;
    3. exercise of governmental or military powers;
    4. market conditions or market disruption event;
    5. moratorium or restriction on dealings in or any forfeiture or cancellation of our rights or your rights imposed by or resulting from any Applicable Law;
    6. restrictions on convertibility or transferability;
    7. requisitions;
    8. involuntary transfers;
    9. any cause which is beyond its control or which makes it impracticable, illegal or impossible for the Bank to perform its obligations under the Acknowledgment
  2. which we could not reasonably have anticipated;
  3. in relation to any loss of business, loss of goodwill, loss of opportunity or loss of profit; or
  4. unless it was directly caused by our gross negligence, willful default or fraud

10.6 We will not be liable to you for any act we take, or fail to take, which we reasonably believe is necessary to comply with any Applicable Laws.


11 How we handle your information

11.1 You will find details of the type of personal information we collect, how we use your information and our privacy practices by going to our website at https://www.dbs.com/privacy. You hereby consent to our collection, use, disclosure and processing of your personal data in accordance with the DBS Privacy Policy and the Agreement, as may be amended, supplemented and/or substituted from time to time.

11.2 If you provide us with the personal data of any individual, you confirm that the personal data that you provided to us is true, accurate and complete, and that you

  1. have obtained that individual’s prior consent; and
  2. consent on behalf of that individual,

to our collection, use, disclosure and processing of his/her personal data in accordance with the DBS Privacy Policy and these terms.

11.3 In the event of conflict or inconsistency between the Agreement and the DBS Privacy Policy, the provisions of the Agreement shall prevail.

11.4 Authorities in Singapore and/or foreign jurisdictions may require us to provide information on you and your investments for surveillance and investigation purposes. You understand that we will disclose your personal information requested without prior notice to you to enable us to comply with such disclosure requests made.

11.5 Any consent you give pursuant to the Agreement in relation to personal data shall survive your death, incapacity, bankruptcy or insolvency, as the case may be, and the termination of the Agreement.


12 Other General Clauses

12.1 In the event that any of the provisions of this Agreement shall be determined invalid, void or unenforceable, such provision shall be deemed to be deleted from this Agreement and the remaining provisions of this Agreement shall continue in full force and effect.

12.2 Non waiver of rights: Any delay or failure by us to exercise our rights and/or remedies under this Agreement or under any charge does not represent a waiver of any of our rights. We shall be considered to have waived our rights only if we specifically notify you of such a waiver in writing.

12.3 Governing law and jurisdiction: This Agreement is subject to Singapore law and you hereby submit to the non-exclusive jurisdiction of the courts of Singapore.

Assignment

12.4 We may assign or transfer to any third party (including, without limitation, to any other corporation within the DBS Group) any of our rights benefits and obligations without your consent or the need to provide you with any prior notice of such assignment or transfer and you irrevocably consent to any such assignment or transfer by us.

12.5 You may not assign, transfer or otherwise dispose of, charge or pledge any of your rights, benefits or obligations under the facilities and/or the Investments without obtaining our prior written approval.

Contracts (Rights of Third Parties) Act, Chapter 53B

12.6 A person who is not a party to this Agreement may not enforce any of these terms and conditions under the Contracts (Rights of Third Parties) Act, Chapter 53B. Notwithstanding any term of this Agreement, the consent of any third party is not required to vary, release or compromise any liability, or terminate any of the terms of this Agreement.

Changes to this Agreement

12.7 We may amend or vary the terms of this Agreement at any time by giving you written notice through any means we deem fit, and such amendment or variation shall take effect on the date specified in such notice. The obligation to give you prior notice does not apply if amendments and/or variations are required in an emergency or where it is not practicable to give such notice. If you do not accept any amendment or variation, you shall discontinue operating your Account(s) and promptly close your Account(s) and cease to enter into any further Transaction(s). If you continue to operate your Account(s) or request to enter into any Transaction(s) after such notification, you shall be deemed to have agreed to such amendment or variation without reservation.

Taxes

12.8 You agree to be bound by the terms relating to tax requirements (“Tax Terms”) which forms part of this Agreement and which may be amended, supplemented and/or substituted by the Bank from time to time. The Tax Terms are available at www.dbs.com.sg/tax-requirements

12.9 We may withhold tax on your earnings or proceeds from your investments in accordance with Applicable Laws if you are a non-resident. For the purpose of withholding tax, a joint account would be considered to be an account held by non-residents if one or more of the joint account holders is a non-resident. You must inform us immediately if your tax residence or status changes. We shall process such notification of change within a reasonable period of time (of not less than seven (7) Business Days from receipt).

12.10 You acknowledge and agree that we do not provide any tax advisory or tax reclamation services. With reference to Clause 12.9, we reserve the right not to apply reduced treaty rates even if you a recipient of income sourced from a country which has a double tax treaty with the country you are a tax resident of.

Documents in English, Chinese and Bahasa Indonesia

12.11 Where the product documents are available in languages other than English, the English version of the documents shall prevail and apply in the event of an inconsistency between the English and non-English versions of the documents.


Section 2 – Risk Disclosure Statements

The Risk Disclosure Statements are not an exhaustive list of all the risks involved in entering into a transaction concerning a Product. Specific risks will be disclosed in the offer documents, such as factsheet or term sheet, where applicable. The risks can be substantial. You should consult your advisors on the nature of the Product and carefully consider if the risks are within your risk appetite.

Besides the risks listed under Part A. General Risk Disclosure, you should also be aware of the additional risks listed in Part B below when investing in the specific products. You should also read and understand Part C below if you are investing in Overseas Listed Investment Products.


A. General Risk Disclosures

1. All investments come with risk and you can lose your entire investment amount. Investments should not be treated as bank deposits.

2. Past performance of an investment is not necessarily a guide as to its future performance. The value of the investments can go up or down.

3. Before making any investment decision, ensure that you fully understand:

  1. how the investment product works, and the market in which the investment is traded in. Where applicable, these will be set out in the offer documents, which will be made available for you to read;
  2. the applicable terms and conditions and be clear on your rights and obligations. These will be set out in the applicable agreement for each investment or transaction; and
  3. all relevant risks, which may include legal and tax risks that you may need to seek professional advice for.

4. Some investments have a maturity date. This means that you may not be able to sell your investment before it matures, or you may have to sell them at a loss before such maturity date.

Credit Risk

5. You take on the risk of the product issuer and will likely lose your money if the issuer gets into financial difficulties. Diversify your investments and avoid investing a large portion of your money in a single issuer.

Liquidity Risk

6. For investments that are illiquid, you may not be able to sell your Asset, or you may have to sell it at a loss.

Foreign Exchange Risk

7. Where the investment involves conversion to a different currency, you will be subject to the risk of exchange rate fluctuations that may cause a loss on the investment.

8. Exchange controls may also be applicable in respect of certain foreign currencies. You will bear all exchange rate and exchange control risks for such currency conversion(s).

Interest Rate Risk

9. Interest rate fluctuations may have an adverse impact on the value of certain investments, in particular, debt instruments, such as bonds or money market instruments.

Market Risk

10. Market movements cannot be predicted accurately and you may sustain substantial losses on your investment amount if market conditions move against your positions. Market movements can include changes to price, currency exchange and interest rates. You should fully understand the potential impact of market movements, and note that you could end up losing your entire investment amount.

11. There is a general risk of market failure or collapse which may arise from any political or financial development or any unpredictable event that may immediately result in sharp price movements, volatile market conditions and strained market liquidity.

12. Under certain market conditions, it may be 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 an investment or transaction is illiquid, where there is:

  1. no market traders for such investment;
  2. a failure in electronic or telecommunications systems; or
  3. occurrence of an event of force majeure (which includes any form of restriction, moratorium or suspension on trading imposed by an exchange, market or other authority regulating trading in the Investments or transactions).

Investments or Transactions in Other Jurisdictions

13. Investments or transactions on markets in other jurisdictions other than your home jurisdiction may expose you to additional risk. Such markets may be subject to regulations that may offer different or diminished investor protection.

14. When you trade in a foreign jurisdiction, you should also take into account the applicable tax and exchange controls, including whether you are able to repatriate the principal and profits.

15. Before you trade, you should enquire about any rule relevant to your particular investment or transaction. Your local regulatory authority may be unable to compel the enforcement of rules of the regulatory authorities or markets in other jurisdictions where your Investments or transactions have been effected. You should be aware about the types of redress available in both your home jurisdiction and the other relevant jurisdictions before you trade.

Emerging Markets

16. Emerging markets typically refer to markets in countries with moderate to low per capita national income. While Investments or transactions involving emerging markets financial instruments may yield large gains, they can also be highly risky and unpredictable. There may be inadequate regulations and safeguards available to investors. Besides the risks inherent in all investments, those associated with emerging markets include country risk where government intervention in markets, perhaps in the form of exchange control laws or restrictions in the repatriation of profits, may affect the value of any investment or transaction or your ability to enjoy its benefits. In addition, events (for instance, natural disasters, fluctuations in commodity prices and/or exchange rates and political upheavals) which may have a minor or limited effect in more mature markets could affect emerging markets profoundly.

17. Any investment or transaction involving emerging markets financial instruments or referencing an emerging market needs careful assessment of the risks in relation thereto (including sovereign risk, issuer risk, price risk, political risk and liquidity risk).

Non-Transferability & Non-Marketability

18. Generally, an investment or transaction cannot be assigned or transferred without the consent of the counterparty. In this regard, we are not obliged to terminate, unwind or repurchase any investment or transaction from you. If your investments or transactions are customised and not fungible, engaging in a transaction with another dealer to offset a transaction you have entered into with DBS, whether on your behalf or otherwise, will not automatically close out those positions (as would be true in the case of equivalent exchange-traded futures and options) and will not necessarily function as a perfect hedge and may increase the risk to you. It may also be difficult or impossible to liquidate an existing position, assess the value thereof, determine a fair price or assess the exposure to risk.

Indicative Values of Derivative Transactions & Non-Listed Instruments

19. In respect of investments or transactions in financial derivatives and non-listed financial instruments, in particular in “combined” or “structured” transactions, the absence of a “market” or “common” reference price may make it impossible for us to provide the precise value of that investment or transaction. You should therefore be aware that the price indications provided by us are always based on the latest available market prices (if any) of the underlying instrument or have been derived from sources believed to be reliable. Consequently, price indications provided by us may not reflect the actual price at which an investment or transaction may be terminated or unwound, if this is possible at all. We do not make any representation as to the accuracy or completeness of price indications for any investment or transactions and do not accept liability for any losses arising from your reliance on such indications.

19A. The “net open positions”, “market” price or value of investments or transactions in financial derivatives and non-listed financial instruments are (where possible and subject to the circumstances stated here) typically marked-to-market from time to time by the Bank and may take reference to the rates or prices prevailing at the relevant time in the relevant market obtained from various sources such as and not limited to: screen based sources, benchmark administrators, other market participants, dealers in the relevant markets, information vendors, or sourced from internally, or by employing valuation methods that the Bank deems to be commonly accepted or applicable. Valuation information from third parties may be part of these third parties’ proprietary systems which the Bank has no oversight of. The valuations may therefore not correspond with valuations given by another market participant and the Bank shall have no liability in respect of any error or omission arising from the valuations given or from use of the valuations or reliance placed on them.

The valuation of the investments or transactions would also be duly discounted by the Bank in accordance with its prevailing policies and practices in certain circumstances such as and not limited to where these constitute collateral in favour of the Bank or for purposes of setting off your Liabilities. For certain investments or transactions, mark-to-market gains may also not be factored into the valuation by the Bank. The Bank may include its cost of funding, hedging or other requirements to the extent it deems required to adjust any quotations and valuations and the client accepts the valuation from the Bank on an “as-is” basis and which may be adjusted at any point in time.

Off-Exchange Investments or Transactions

20. Off-exchange investments or transactions may be less regulated or subject to a separate regulatory regime and as such, the risk is correspondingly higher. Additionally, such off-exchange investments or transactions may be non-transferable and therefore, it may be difficult or impossible for you to close out or liquidate an open position. Situations may also arise where no market traders are prepared to deal in such off-exchange investments or transactions or no proper information may be available to determine the value or the fair price of such investments or transactions or to assess the exposure to risk. Before entering into any such off-exchange investments or transactions, you should fully familiarise yourself with all applicable rules and the attendant risks.

Leveraged Transactions / Margin Trading

21. Leveraging may be undertaken by way of a loan, utilisation of margin trading facilities or may be embedded within an instrument such as a structured note. The high degree of leverage resulting from a relatively small margin requirement in respect of any investment or transaction can work against you as well as for you due to fluctuating market conditions. The use of leverage can lead to large losses in excess of the original invested amount, as well as gains.

22. When you undertake any investment or transaction using any margin trading facilities extended to you, you must read through the factsheet (where available), and the facility letter. If you do not agree to the terms and conditions of such facilities, you should not take up the facility.

Counterparty Risk and Credit Risk

23. If we are your counterparty to any investment or transaction, you are taking on and are subject to the credit risk of DBS Bank Ltd. You understand that we deal with you at arms’ length as your counterparty. We are not your fiduciary, nor do we accept any fiduciary obligation owed to you. You acknowledge that your dealing, trading or engagement or transaction with us could result in a loss to you and a gain for us. Subject to any Applicable Law, we are not obliged to account to you for the gain that we enjoy.

24. Where we are not your contractual counterparty or the issuer, your contractual counterparty or the third party issuer, and not us, will be liable to you under that investment or transaction. Accordingly, in considering whether to enter into any investment or transaction, you should take into account all risks associated with such counterparty or third party issuer, including the counterparty’s or third party issuer’s financial standing.

25. Often, you will be purchasing an unsecured obligation of such counterparty (as opposed to an obligation of a central clearing corporation as would be the case with exchange traded futures and options) and you should evaluate the comparative credit risk. In addition, there is a risk of counterparty or issuer default which may arise from, inter alia, insolvency factors.

26. You agree that any investment or transaction entered into on your behalf with any counterparty and/or broker is subject to the prevailing terms and conditions as may be stipulated by such counterparty and/or broker and is dependent on the performance, settlement, payment or delivery by such counterparty and/or broker. You shall hold us, our Personnel, Affiliates, Nominees and Agents harmless from any liability in connection with the failure of these parties to meet their obligations/ responsibilities and that of any other external parties involved in the said Investment or Transaction. Any insolvency or default of such counterparty and/or broker may result in losses to you or lead to your positions being liquidated or closed out without prior notice to or consent from you. In certain circumstances, you may not get back the actual Assets which you have deposited as collateral with us and you may have to accept any available payment in cash.

27. Certain transactions may also involve you assuming other credit risks and you should ensure that you are able to evaluate all such risks.

Deposited Assets

28. You should familiarise yourself with the protections accorded to Assets deposited by you in connection with any investment or transaction, particularly in the event of insolvency of DBS or an issuer, counterparty, custodian or intermediary. The extent to which you may recover your Assets will be governed by Applicable Laws and you may in certain cases fail to recover all of your Assets. In some jurisdictions, property which had been specifically identified as your own will be pro-rated in the same manner as cash for the purposes of distribution in the event of a shortfall.

Transaction Costs & Tax

29. Before entering into any investment or transaction, you should request for a clear explanation of all commissions, fees and other charges for which you will be liable. Your net returns from any investment or transaction would be affected by any such commissions, fees and other charges, as well as any relevant tax liability (such as income tax). The tax implications of any investment or transaction are dependent upon the nature of your business activities and the investment or transaction in question.

30. You should be aware that the interest payable by you under any Credit Facilities (where applicable), foreign exchange risks and any negative gearing are variables that add to the risks of any investment or transaction.

Conflict of Interests Disclosures

31. DBS may play a variety of roles in connection with any security or investment. We may hold, or trade, or act as market-maker, in any security or investment or in related derivatives. We conduct many businesses and activities that may relate to issuers in respect of your investments and may provide broking, banking and other financial services to such issuers. In carrying out these roles, our economic interests may potentially be adverse to your interests in the investment. We may be in possession of information in relation to the investment that is or may be material in the context of that investment and that may or may not be publicly available or known to you, and we are not obliged to disclose to you any such information (whether or not it is confidential).

32. Regardless of whether you or any third party make a profit or loss from any investment or transaction, we may make a profit from any investment or transaction entered with you or on your behalf. Subject to any Applicable Law, we are not required to account or specifically disclose to you any profit, charge or remuneration made or received from any such investment or transaction or other connected investments or transactions.


B. Specific Products Risk Disclosures

Besides the risks listed under the General Risk Disclosure above, you should also be aware of the additional risks when investing in the following specific products.

Unless otherwise defined in Section 1, capitalised terms used herein shall have the same meaning and construction in Section 4 – Additional Terms and Conditions Governing Investment Products and Services. Please refer to the specific product or service for more information.


1. Funds

1.1 Unit trusts

1.11 Unit trusts are not bank deposits or obligations of or guaranteed by us, or any of our Affiliates. A unit trust is a pool of money managed collectively by a fund manager who invests in a portfolio of assets to achieve certain investment objectives. Unit trusts are naturally subject to investments risks including the possible loss of the principal amount invested. The value of units and the income from any unit trust may rise or fall and cannot be guaranteed. Past performance of a unit trust is not necessarily indicative of the future performance of that unit trust.

1.12 Any forecast or opinion provided to you by the fund manager are as at the date of the document and is subject to change from time to time. Such forecasts or opinions should not be regarded as a guarantee of future or likely performance of the unit trust. You should also note that there are necessarily limitations whenever performance is stated or comparison is made to another unit trust for a period of less than three (3) years and that there are limitations and difficulties in using any graph, chart, formula or other device to determine whether or not and when to make an investment in any unit trust.

1.13 An indictive price on the net asset value of the unit is provided at the point of sale. This may differ substantially from the actual net asset value price that you transact in, especially if market movements become adverse

1.2 Exchange Traded Funds

1.21 Exchange traded funds are open-ended investment funds listed and traded intra-day on an Exchange. Exchange traded funds are not principal protected and you may not get back your original investment. You should also be aware that exchange traded funds may not make any dividend distributions, even if the underlying securities it holds do so.

1.22 An exchange traded fund is exposed to the liquidity and market risks of the securities it holds and may incur substantial Losses due to the inability to dispose of its holdings of any affected securities. Further, an exchange traded fund may concentrate its investments in issuers of one or more particular industries or geographical regions. If the particular industry or geographical location performs poorly, this will magnify the negative impact on the value of the exchange traded funds.

1.23 You should also be aware that most exchange traded funds are not actively managed. Accordingly, exchange traded funds may be adversely affected by a decline in the market segments relating to its underlying securities.

1.24 A number of factors may also affect an exchange traded fund’s ability to achieve a high correlation with its underlying securities and there can be no guarantee that an exchange traded fund will achieve a high degree of correlation. A failure to achieve a high degree of correlation may prevent an exchange traded fund from achieving its investment objectives.

1.25 There is a risk that the exchange traded fund manager’s strategy, the implementation of which is subject to a number of constraints, may not produce the intended results. This risk is especially pertinent when the exchange traded fund does not replicate its underlying securities, but instead holds non-index securities.

1.26 The value of an exchange traded fund may decline when the counterparty with whom the exchange traded fund purchases financial instruments from and/or enter into agreements with, becomes insolvent or otherwise fail to perform their obligations for any reason.

1.27 You should take note of the following additional risks (which are not exhaustive) if you invest in non-traditional exchange traded funds:

  1. Non-traditional exchange traded funds may employ the technique of short selling to achieve an investment exposure consistent with its investment objective. The use of such short selling technique may involve additional transaction costs and other expenses. As a result, the cost of maintaining a short position may exceed the return on the position, which may cause the non-traditional exchange traded fund to lose money. Under certain market condition, short selling can increase the volatility and decrease the liquidity of certain securities and may lower the return or result in losses to the non-traditional exchange traded fund.
  2. Non-traditional exchange traded funds may seek to provide a return which is either a multiple and/or an inverse of the daily performance of its underlying investments. A non-traditional exchange traded fund rebalances its portfolio on a daily basis, increasing exposure in response to that day’s gains or reducing exposure in response to that day’s losses and there is a risk of a near complete loss of the value of the non-traditional exchange traded fund. Non-traditional exchange traded funds are designed as short-term trading vehicles for investors who intend to actively monitor and manage their portfolios. They are not intended and/or suitable for investors who do not intend to actively monitor and manage their portfolio.
  3. For investments or transactions involving leveraged non-traditional exchange traded funds, you will be exposed to the risk that any adverse daily performance of that exchange traded fund’s underlying will be leveraged.
  4. Inverse exchange traded funds, a type of non-traditional exchange traded fund, are negatively correlated to their underlying and could lose money when the indices rise. This is a result that is opposite from conventional exchange traded fund.

1.3 Non-traditional Funds

1.31 Non-traditional funds are investment companies which differ from traditional equity and bond Investments on account of their investment style. Such non-traditional funds include hedge funds, alternative investment funds and offshore funds.

1.32 If you invest in non-traditional funds, you should be aware of the following risks (which are not exhaustive):

  1. The investment strategies adopted by such non-traditional funds are often high risk and highly complex. Further, due to the use of leverage, a small movement in the market can lead to a major gain, but any losses will also be magnified sharply. In certain circumstances, the entire amount of your Investment could be lost.
  2. The non-traditional fund industry is largely unregulated and the availability, quality and flow of information may be significantly less than that for traditional investment products. Investors may not be kept informed about the fund’s strategies or changes to the fund management team.
  3. The liquidity and tradability of non-traditional funds can vary a great deal and fixed holding or “lock-up” periods lasting many years are not unusual. Liquidations of such funds may also stretch over many years.
  4. Certain non-traditional funds may provide for powers to compulsorily redeem all or any portion of an investor’s holdings at any time and for any reason upon short notice. The proceeds that an investor may receive upon such redemption may be substantially less than the amount invested in the fund.
  5. Many non-traditional funds have an offshore domicile and may be subject to less stringent legislation and supervision, which in turn offers poorer investor protection. Problems or delays may arise in the settlement of buy and sell orders for units in such funds. There is also no guarantee that your legal rights under the non-traditional funds will be enforceable.

1.33 Non-traditional funds can take countless different forms and involve a high degree of risk. Before undertaking any investment or transaction involving non-traditional funds, you should carefully study any information (including the fund offering documents) on the relevant Investment or transaction.


2. Structured Deposits

2.1 Structured Deposits are not bank deposits and are investment products. The returns on Structured Deposits are not guaranteed and are usually contingent on the performance of one or more relevant underlying assets.

2.2 Structured Deposits are also not insured under Singapore Deposit Insurance Corporation. Structured Deposits cover a wide range of investment products and may include range deposits and such like products. Prior to entering into any investment or transaction involving Structured Deposits, you should read and understand all the relevant terms and conditions of, and the risks associated with, such Structured Deposits.

2.3 Structured Deposits are generally held for longer tenors than traditional fixed or time deposits, and must be held to maturity. An early termination of the Structured Deposit is subject to our approval, and may come with high penalty costs. This means that you may receive substantially less than your principal investment amount.


3. Currency Linked Investment (“CLI”)

3.1 CLI involves a currency option which confers on us the right to repay the principal amount and interest accrued thereon on the CLI Maturity Date in either the base currency or an alternate currency. All or part of the interest received on the CLI represents the premium on the currency option. If you enter into a CLI, you must be prepared to receive the principal amount and accrued interest in the alternate currency, converted at the pre-agreed exchange rate on the CLI Maturity Date. This may result in you receiving less than the principal amount initially invested, when such amount in the different currency is converted back to the base currency.

3.2 CLI is subject to exchange rate fluctuations which may affect the returns on such investment. If the exchange rate moves against your favour, you may incur a loss on your principal sum in comparison with the amount initially invested.

3.3 A CLI may be subject to early termination by us before maturity upon the occurrence of an Extraordinary Event (including, the imposition of exchange control restrictions or any devaluation, redenomination or demonetisation of the base currency or the alternate currency). In such instances, you may receive less than the principal amount initially invested.

3.4 Any payment you may receive upon such premature termination may be substantially less than the principal amount initially invested.


4. digiPortfolio

4.1 The specific risks for digiPortfolio are described in the digiPortfolio Terms and Conditions. It can be found on our website: https://www.dbs.com.sg/personal/digiportfolio-tnc.page


5. Securities Trading / Transactions

5.1 On certain exchanges, the performance of a transaction by a broker (or any third party with whom (s)he is dealing on your behalf) may be “guaranteed” by that exchange. However, any such guarantee is unlikely in most circumstances to provide full cover and may not protect you completely if the broker or the third party defaults on its obligations to you.

5.2 If you place a “market order”, your transaction may be executed at a price substantially different from the indicative traded price at the point of order placement. You may have to pay a lot more for your purchase or receive a lot less for sale of your securities.

5.3 Placing contingent orders (such as “stop-loss” or “stop-limit” orders, which are intended to limit Losses to certain amounts) may not necessarily limit your Losses to the intended amounts, as it may be difficult or impossible to execute such orders either in accordance with your Instructions, or at all, under certain market conditions. At times, it is also difficult or impossible to liquidate a position without incurring substantial losses. Accordingly, you accept and bear the risk of, and hereby release and discharge us from, all liability arising out of the execution or the non-execution of a “stop-loss” or “stop-limit” order and pursuant to such acceptance authorise DBS, should any such circumstances occur, to execute any order at such rate and in such manner as DBS may deem appropriate. Strategies using combinations of positions, such as “spread” and “straddle” positions, may be as risky as taking simple “long” or “short” positions.

5.4 The prices of securities fluctuate, sometimes dramatically. The prices of securities may move up or down. In certain circumstances, the securities may become valueless. There is therefore an inherent risk that losses rather than profits may be incurred as a result of buying and selling securities.

Exchange Traded Instruments, Trading Facilities & Electronic Trading

5.5 In respect of investments or transactions involving underlying contracts or instruments which are traded on an exchange, market conditions of the exchange (such as liquidity) and/or the operation of the rules of such exchange (such as any discretion on the part of the exchange to suspend or limit trading of any contract or instrument because of price limits or “circuit breakers”) may increase the risk of loss by making it difficult or impossible to effect any transaction (including closing out any investment or transaction) or liquidate or offset any position. Under certain circumstances, the specifications of outstanding contracts (including the exercise price of an option) may also be modified by the exchange or clearing house to reflect changes in the underlying interest.

5.6 Electronic 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 systems, they are vulnerable to temporary disruption or failure. Your ability to recover losses may be subject to limits on liability imposed by one or more parties, including the system provider, the exchange, clearing house or member firms and such limits may vary. You should obtain details in this respect from the relevant parties.

5.7 If you trade through or on an electronic trading system, you will be exposed to the 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. This could result in a disruption in the trading activities at the exchange or an unavailability of reference prices for the relevant Investment or transaction. In such circumstances, the investment or transaction may not be executed according to your Instructions or may not be executed at all, which may lead to losses to you.

Alternative Stock Markets

5.8 Alternative stock markets (such as the Growth Enterprise Market in Hong Kong) are often established as a market designed to accommodate companies with higher investment risk. In particular, companies may list on an alternative stock market 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 an alternative stock market and the business sectors or countries in which such companies operate. Securities listed on such alternative stock markets may be susceptible to higher market volatility and/or a lack of liquidity, as compared to main board listed securities. The higher risk profile and characteristics of an alternate stock market mean that it is a market more suited to professional and other sophisticated investors.

5.9 You should also be aware that companies listed on an alternative stock market are generally not required to issue announcements in gazetted newspapers. As such, the principal means of information dissemination on such markets is through publication on an internet website. Accordingly, you should ensure that you have access to up-to-date information on the companies listed on an alternative stock market as published on the relevant internet website.

See also part C below on Overseas Listed Investment Products Risk Disclosures

China Connect Service

5.10 Mainland China is the home market of China Connect Securities. All relevant Mainland China securities laws and regulations shall apply to you. Certain Hong Kong legal and regulatory requirements may also apply.

5.11 You should be aware of the restrictions placed on the use of the China Connect Service may be more than the restrictions placed on other exchanges, including but not limited to the following:

  1. Day trading is not permitted on the Mainland China A Shares market;
  2. Trading of any China Connect Securities can only be done through the China Connect Market System;
  3. Market orders will not be accepted – only limit orders with a specified price are allowed, where buy orders must not be lower than the current best price and sell orders may be executed at or higher than the specified price;
  4. China Connect Shares are subject to a general price limit of a range of percentages based on the previous trading day’s closing price. Such price limit may be changed from time to time; and
  5. Naked short selling is prohibited.

    Such restrictions as listed above mean that there may a limited market and/or lower liquidity for China Connect Shares purchased through China Connect, including any scrip entitlements that you receive in respect of China Connect Shares.

5.12 By using the China Connect Service, you are subject to the laws and regulations by the relevant China Connect Entities (defined below in Section 4) and China Connect Authorities, which includes but is not limited to the China Securities Regulatory Commission, the People’s Bank of China, the State Administration of Foreign Exchange and the Securities and Futures Commission of Hong Kong. You have to adhere to the Applicable Laws, which may be more extensive than those governing trades conducted on other jurisdictions. If you are unsure on the rules that apply, you should seek specialist advice before engaging in trading through China Connect.


6. Bonds / Fixed Income Investments (“Bonds”)

6.1 Fixed income instruments such as Bonds are debt instruments issued by entities to raise funds. Although investments in Bonds are perceived to be conservative investments and more predictable than equities, they are not without risks.

6.2 Bonds are not deposits and are not eligible for deposit insurance coverage under the Singapore Deposit Insurance Scheme.

6.3 You take on the credit risk that the Bond issuer and may lose all or part of your principal amount if the issuer gets into financial difficulties. In this regard, published ratings of any Bond issuer should be supplemented by your own credit analysis of the issuer’s credit risk as changes in the ratings of any issuer may lag behind changes in financial conditions. You should perform periodic analysis to determine the credit risk of the Bond issuer and evaluate the merits and risks of such investment.

6.4 You are exposed to liquidity risk as there may be no market for the Bond and you may not be able to sell it at the desired time or price. Even when a market exists, there may be a substantial difference between the offer and purchase price for the Bond.

6.5 You are exposed to the risk of interest rate fluctuations as the value of Bonds will fluctuate with changes in interest rates. The degree of interest rate sensitivity depends on the maturity, coupon and call provisions of the Bond. Floating rate Bonds lessen your interest rate risk to the extent that the interest rate adjustments are responsive to market rate movements. If the Bond issuer of has the right to redeem the Bond before maturity, this can adversely affect your exposure.


7. Structured Notes (“Notes”)

7.1 Notes comprise of a debt like instrument linked to a specific Underlying Asset which may include stocks, bonds, currencies, commodities, indices and/or funds. Notes are not deposits or an obligation of, nor are they guaranteed or insured by DBS (unless otherwise stated in the relevant term sheet for the Notes) and are subject to investment risks including the possible loss of the principal amount invested. We accept no responsibility for the performance of any of the Notes or the Underlying Asset.

7.2 You are assuming the full credit risk of the Notes Issuers as well as the issuers of the Underlying Assets. The value of the Underlying Assets may be affected by the activities undertaken by the asset issuers, or any financial or economic difficulties the asset issuer may face. This may in turn affect the redemption under the Notes. In the worst-case scenario, where the issuer or the Underlying Asset becomes insolvent or default on its obligations, you will lose your original investment amount.

7.3 Where physical delivery of Underlying Assets is allowed, and if delivery is not practicable by reason of a settlement disruption event, the delivery date will be postponed until such time as the settlement disruption event ceases. You will not be entitled to receive any compensation in respect of such delay. Where such a delay occurs, the market price of the relevant Underlying Asset may deteriorate further during the period of such delay. The issuer has the sole discretion to pay the disruption cash settlement price in lieu of effecting delivery of the relevant Underlying Asset if a settlement disruption event occurs. You do not have any right to elect to receive the disruption cash settlement price in lieu of delivery of the relevant Underlying Asset. The disruption cash settlement price is likely to be substantially less than the original amount invested.

7.4 DBS may play a variety of roles in relation to the Notes, including acting as issuer, calculation agent as well as hedging its obligations under the Notes. DBS may also enter into, adjust and unwind transactions relating to the relevant Underlying Asset(s), whether for its proprietary accounts or for accounts under management or to facilitate transactions on behalf of customers or otherwise. In carrying out these roles, DBS’ economic interest and those of its affiliates may be potentially against your interests under the Notes.

7.5 There may be limited liquidity for the Notes in the secondary market and if such market is available, the market price of the Notes may fluctuate depending on the factors such as the conditions of the market(s) where the Underlying Asset is traded, the sentiments towards and price movements of the Underlying Asset and the creditworthiness of the Issuer. DBS, under no circumstances, guarantees a market for the Notes.

7.6 Where the Notes are issued with a maturity date, you should note that there are risks involved if you redeem or sell the Notes prior to the maturity date. The buyback price quoted will be determined by the Notes issuer or its calculation agent in its absolute discretion and may depend on various factors as may be set out or described in any offering document or Term-sheet or other document governing the Notes. Even if the Notes are principal protected, you may lose part or all of the principal amount if you opt for buyback, withdrawal or termination before the said maturity date. Before investing in the Notes, you should ensure that you can stay invested up to the maturity date.

7.7 You need to consider your ability to re-invest the principal investment amount in other suitable products with similar returns and tenors, where the Notes have been early redeemed.


8. Investments in Commodities

8.1 Investments or transactions involving Commodities carry a high degree of risk and may not be suitable for many members of the public. The extent of loss due to market movements can be substantial or even result in a total loss of the original investment.

8.2 Investments or transactions in Commodities may be undertaken in many forms, including futures contracts, forward contracts, leveraged trading contracts, contracts made pursuant to trading in differences, spot trading contracts, swaps, options and other derivative transactions involving any combination of one or more of any of the foregoing as well as any other investment or transaction which we may carry out with you from time to time.

8.3 The market for other Commodities is speculative and may be highly volatile. Prices for Commodities are affected by a variety of factors, including changes in supply and demand relationship, governmental programmes and policies, national and international political and economic events, wars and acts of terror, changes in interest and exchange rates, trading activities in Commodities and related contracts, weather and agricultural harvest, trade, fiscal, monetary and exchange control policies. You will also be subject to the volatility of the Commodities markets and political and other risks in the jurisdictions in which Commodities are traded. The value of the Commodities may experience downward movements and may under some circumstances even become valueless. Past performance of the Commodities is not indicative of future results as prices can go up or down. There is therefore an inherent risk that Losses rather than profits may be incurred as a result of buying or selling the Commodities.

8.4 Changes in the price of the Commodities can be unpredictable, sudden and large. Such changes may result in the price or value of the Commodity or the investment or transaction moving adversely against the investor’s interests and negatively impacting upon the return on, or settlement of such investment or transaction. In extreme circumstances, you may lose all, or a significant proportion of, your initial investment amount.

8.5 Under certain market conditions, it may be difficult or impossible to liquidate a position. Placing contingent orders, such as “stop-loss” or “stop-limit” orders, will not necessarily limit your Losses to the intended amounts, since market conditions may make it impossible to execute such orders.

8.6 The price volatility of a Commodity also affects the value of the futures, options and forward contracts related to that Commodity and therefore its price at any such time. The volatility of Commodity prices is significant and often higher than for an equity portfolio. The commodity markets are in most cases less liquid as compared to the markets for equities, interest or currency-related products.

8.7 Commodity investments are not deposits nor does the value of any Commodity standing to the credit of your Commodity Investment Account (as may be reflected in any Account statement or transaction record) represent a deposit of money.

8.8 Depending on the investment and/or transaction in question, you should be aware of the following risks (which are not exhaustive):

(a) Certain investments or transactions involving Commodities may increase liquidity risk and introduce other significant risk factors of a complex character.
(b) Over-the-counter bilateral investments or transactions involving Commodities may be modified or terminated only by mutual consent and subject to agreement on individually negotiated terms. Accordingly, it may not be possible for you to modify, terminate or offset your obligations or your exposure to the risks associated with such investment or transaction prior to its agreed termination.
(c) There may be adjustments to the terms of your investments or transactions involving Commodities due to events, such as market disruption, insolvency and changes in any Applicable Law, and such adjustments may reduce the return on your investments.

8.9 You should take note of the following additional risks if you undertake Commodity Investments through your Commodity Investment Account with us:

(a) There may be adjustments to the terms of your Commodity Investment Account opened and/or maintained with us upon the occurrence of certain events, including market disruption, insolvency and changes in any Applicable Law and such adjustments may reduce any amount that may be payable to you.
(b) You may not be permitted to take physical delivery of any Commodity purchased or otherwise acquired by you pursuant to any investment or transaction and/or standing to the credit of your Commodity Investment Account other than in accordance with the Applicable Agreement and/or the Product Terms and upon such additional terms as we may stipulate from time to time.

8.10 Funds placed with a commodity broker or spot commodity broker for the purpose of participating in foreign markets may not enjoy the same level of protection as funds placed in commodity markets in your home jurisdiction.

8.11 You should not take the risk disclosures set out herein as exhaustive and/or as business, legal, tax, accounting or other advice or as modifying any Applicable Law. These risk disclosures cannot disclose all the risks and other significant aspects of the commodity market or of the commodity futures market. You should therefore carefully study commodity futures trading, trading in commodity contracts and spot commodity trading before you trade.


9. Forwards & Futures

9.1 Forwards and futures entail the obligation to deliver or take delivery on a specified expiration date of a defined quantity of an underlying asset at a price agreed. Futures are standardised contracts traded on an Exchange while forwards are traded over-the-counter. Forwards and futures may involve high degree of risks.

9.2 When buying or selling an underlying asset by way of a forward or futures contract, a specified initial margin must often be supplied at the beginning of the investment or transaction. We may require additional margin to be provided periodically or at any time during the life of the forward or futures contract if we determine that the margin provided by you has fallen below the amount required by us. This usually corresponds to the mark-to-market loss arising from a decline in value of the investment or transaction or the underlying assets.

9.3. For forward sales, the underlying asset must be delivered at the strike price agreed even if its market value has risen since the date the investment or transaction was entered into. The seller thus does not benefit from the increase in the market value above the agreed strike price.

9.4. For forward purchases, the buyer must take delivery of the underlying asset at the strike price agreed even if its market value has fallen since the date the investment or transaction was entered into. The buyer’s potential loss would be the difference between the agreed strike price and the market value of the underlying assets. The maximum Loss corresponds to the strike price. Notwithstanding, potential losses can substantially exceed any margin requirements.


10. Options

10.1 Options are essentially contracts whereby the owner of the options has the right, but not the obligation, to purchase or sell an asset at a fixed price at or by a specific date. Investments or transactions involving options carry a high degree of risk and are not suitable for many members of the public. You should only enter into such Investments or transactions after you have read, understood and familiarised yourself with the type of options, style of exercise, the nature and extent of rights and obligations and all associated risks.

10.2 If you purchase an option, you should be aware of the following:

  1. Under certain adverse market conditions when the market moves against an option position, the purchased option can be worthless and you will suffer a total loss of the original investment which would consist of the option premium and the transaction costs. If you are contemplating purchasing deep-out-of-the-money options, you should be aware that ordinarily, the chance of such options becoming profitable is remote.
  2. In order to realise any value from the option, it will be necessary either to offset the option position or to exercise the option.
  3. Some option contracts may provide only a limited period of time for the exercise of the option, and some option contracts may provide for the exercise of the option on a specified or stipulated date. For barrier options, the exercise rights will only arise when the market value of the underlying instrument reaches the barrier (in the case of knock-in options) or will expire irrevocably when that barrier is reached (in the case of knock-out options).
  4. Exercising an option results either in a cash settlement, or the acquisition or delivery of the underlying instrument.

10.3 Buying options involves less risk than selling or writing options because if the price of the underlying instrument moves against you, you can simply allow the option to lapse and your maximum Loss is limited to the premium, plus any commission or other charges. However, if you buy a call option on an underlying instrument and later exercise the option, you will acquire the underlying instrument and therefore expose yourself to the risks on the underlying instrument.

10.4 The risks associated with selling or writing an option is generally greater than purchasing an option. Although the premium received by the seller is fixed, the seller may sustain a loss well in excess of the amount of premium received. The seller may also be required to deposit additional margin to maintain the position if the market moves unfavourably. If the purchaser exercises the option, the seller would be required to either settle the option in cash, or acquire or deliver the underlying instrument. If the option is “covered” by the seller holding a corresponding position in the underlying instrument or another option, the risk may be reduced. An option is described as “covered” if the option seller already has a corresponding quantity of the relevant underlying instrument at its disposal. Conversely, if the option is not covered, the possible loss will be unlimited.

10.5 You should carefully calculate the price and the exchange rate (where applicable) which the underlying instrument would have to reach for the option position to become profitable. This would include amounts by which the underlying instrument or the extent at which the exchange rate would have to rise above or fall below the strike price to cover the sum of the premium and all other costs incurred in entering into and exercising or closing the option position.

10.6 Certain exchanges in some jurisdictions permit deferred payment of the option premium, limiting the liability of the purchaser of an option to margin payments not exceeding the amount of the premium. Nonetheless, the purchaser of an option is still subject to the risk of losing the premium and transaction costs. When the option is exercised or expires, the purchaser is responsible for any unpaid premium outstanding at that time.

10.7 Apart from plain vanilla put and call options, there are other types of options, including non-deliverable foreign exchange options, acquisitions of two or more options commonly known as a combination, and exotic options. There is no limit to the structures, types and terms of such options. Investments or transactions involving such options are very complex and high risk.


11. Swaps

11.1 A swap transaction involves an exchange of future payment streams, and occasionally, also an exchange of principal at the start of the transaction or on maturity. Examples of swap transactions include interest rate swaps, currency swaps and total return swaps.

11.2 An investor who enters into an interest rate swap will be subject to interest rate risk. Interest rates movements will affect the swap’s cash flow and mark-to-market value. If the swap involves payments in different currencies, your position will also be affected by fluctuations in exchange rates. As movements in interest and exchange rates may be influenced by a variety of factors, such as inflationary fears and a weakening currency, it is often difficult to anticipate such movements.

11.3 A party to a swap transaction also runs the risk that the counterparty will default or otherwise fail to perform its obligations.

11.4 A swap agreement may also be combined with an option and is known as a “swaption”. As a hybrid, a swaption generates two important exposures: (a) the probability of exercise and (b) the credit risk emerging from the swap. The credit risk of any swaption is the cost to one counterparty of replacing the swaption in the event that the other counterparty is unable to perform. You should also be aware that liquidity risk is high for swaption with long-dated option components.


12. Credit Derivatives

12.1 Credit derivatives are financial instruments that permit one party (the beneficiary) to transfer the credit risk of a reference asset (such as traded sovereign and corporate debt instruments or syndicated bank loans), which it typically owns, to another party (the guarantor) without actually selling the reference asset. Credit derivatives can take the form of swaps, options or hybrid financial instruments.

12.2 Credit derivatives involve a liquidity risk. Often, such instruments cannot be sold before maturity as there is no market for such instruments. Investors will additionally be exposed to the credit risk on each of the reference assets, as well as the issuer of the reference assets. Investments or transactions involving credit derivatives carry a high degree of risk.


13. Private Asset Investments

13.1 Private asset investments generally involve the placing of investment capital in private companies and/or Funds. Such capital may be used for a variety of purposes, including financing of high-risk projects which are expected to generate higher returns, making acquisitions and corporate restructuring.

13.2 The contractual conditions governing a private asset investment often require the contribution of liquid funds in a substantial amount and for a considerable period of time. Such contributions are made either by a single payment or by several payments over a certain period of time. Once you have made the commitment to invest, you must be ready to meet calls for capital contribution, known generally as “capital calls” or “commitment calls”, which may be made at short notice. The penalty for failure to honour any capital or commitment calls can be extreme, including a complete forfeiture of any capital already invested.

13.3 Any capital invested by you may be tied up, either completely or with restricted access, during such period. As there is no recognised secondary market in private asset investments, such Investments may not be sold and/or transferred freely.

13.4 Private asset investments may be realised in several ways, including a sale of the participations through eventual public listings on exchanges, mergers with other companies, a sale to another interested party or a recapitalisation. Considerable losses, or even a total loss of your investment may occur, for example, when such private companies and/or funds are either wound up or declared insolvent and/or the commercial interest in the business of the private companies or funds cease to exist.


14. Digital Tokens
Please refer to Section 4, I – Additional Terms and Conditions Governing Digital Tokens for the definitions of terms stated below.

Risk Warning Statement on Digital Token Payment Services

Before you pay your Digital Service Token service provider any money or Digital Payment Tokens, you should be aware of the following:

14.1 Please note that you may not be able to recover all the money or Digital Payment Tokens you paid to your Digital Payment token service provider if your Digital Payment Token service provider’s business fails.

14.2 You should not transact in the Digital Payment Token if you are not familiar with this Digital Payment Token. Transacting in Digital Payment Tokens may not be suitable for you if you are not familiar with the technology that Digital Payment Token Services are provided.

14.3 You should be aware that the value of Digital Payment Tokens may fluctuate greatly. You should buy Digital Payment Tokens only if you are prepared to accept the risk of losing all of the money you put into such tokens.

Disclosures Relating to the Digital Exchange

14.4 The Digital Exchange is part of the larger DBS Group, which is one of the largest banking group in Southeast Asia by total assets and is engaged in a range of commercial banking and financial services, principally in Asia.

14.5 The affiliates of the Digital Exchange from the DBS Group may, from time to time, be admitted as members of the Digital Exchange. Such DBS Group entities include DBS Private Bank and DBS Vickers Securities (Singapore) Pte. Ltd. Such DBS Group entities may only participate on the organised market operated by the Digital Exchange on behalf of their clients, and may not execute any trades on their own accounts.

14.6 The Bank, an intermediary member of the Digital Exchange, is able to trade on the Digital Exchange on your behalf because the Bank deals with you as an accredited investor (as defined under the Securities and Futures Act). The Digital Exchange is regulated by the MAS as a Recognised Market Operator under the Securities and Futures Act and is subject to less stringent regulations than approved exchanges.

General Risks Associated with Digital Tokens

14.7 Holders of Digital Tokens will be subject to the general risks associated with ownership of digital assets. The prices of Digital Tokens are subject to supply and demand and can fluctuate greatly within a short period of time in response to other factors, including security concerns, technological developments and negative publicity. Psychological market risks may have a particular effect on digital assets and their prices may be adversely affected by global or local economic, political, environmental or other factors.

14.8 Returns on new investment asset classes such as Digital Tokens are particularly exposed to legal and regulatory risk. Changes or uncertainty in the legal or regulatory framework relating to blockchain technology and/or digital assets may adversely impact the returns on your investment or even render a previously accepted investment illegal.

14.9 The tax treatment and accounting of Digital Tokens is uncertain and may vary amongst jurisdictions. Investors should seek their own tax advice in connection with purchasing, holding and transferring Digital Tokens, which may result in adverse tax consequences. Changes to tax laws and regulations may also have a large impact on the profitability of your investment in Digital Tokens.

14.10 When purchasing Digital Tokens in initial offerings, investors should note that such offerings could carry a higher risk of being misused for illegal activities due to the pseudo-anonymous nature of the transactions. Investors are likely to be adversely affected if authorities investigate any alleged illicit activities related to the issuer, its business activities, or the trading of the Digital Tokens.

Risks Associated with Digital Payment Tokens

14.11 The value of cryptocurrencies and other Digital Payment Tokens can be unpredictable and may fluctuate significantly over a short period of time as a result of various factors, including market dynamics, regulatory changes, technical advancements, and economic and political factors. You may not recover all your monies and you should not transact in Digital Payment Tokens if you are not familiar with the product.

14.12 Any purchase or sale of Digital Payment Tokens made by the Bank on your behalf will be effected through the Digital Exchange, which is only accessible to members. Due to the different demand and supply and inventory of members, prices on the Digital Exchange may, at any given point in time, be significantly higher or lower than the prices of the same Digital Payment Token in the general market or quoted on other exchanges or trading platforms. You must therefore be prepared to bear the economic risk of an investment in the Digital Payment Token for an extended period of time, as it may be difficult or impossible for you to sell/ dispose of the Digital Payment Tokens, including the risk that your entire investment in the Digital Payment Tokens may be lost.

14.13 Digital Payment Tokens are intended to represent a new capability on emerging technology that is not fully proven in use. As the technology matures, new capabilities may dramatically alter the usefulness of Digital Payment Tokens or the ability to use or sell them. The functionality of Digital Payment Tokens is complex, will require enhancements and product support over time, and full functionality may take longer than expected. The full functionality of the Digital Payment Tokens is not yet complete and no assurance can be provided of such completion.

14.14 The Digital Payment Tokens may be targeted by hackers or malicious groups or organisations who may attempt to interfere with the Digital Payment Tokens and/or steal the Digital Payment Tokens in various ways, including malware attacks, distributed denial of service, consensus-based attacks, Sybil attacks, phishing, smurfing and hacking.

14.15 The public blockchains relating to Digital Payment Tokens are susceptible to mining attacks, including double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and race condition attacks. Any successful attacks present a risk to the Digital Payment Tokens, including proper execution and sequencing of transactions involving Digital Payment Tokens, or may result in theft or loss of the Digital Payment Tokens.

14.16 As regulation of Digital Payment Tokens are presently less developed compared to traditional investment asset classes, Digital Payment Tokens may be more susceptible to market manipulation. This mean that prices of Digital Payment Tokens may not be entirely based on competitive forces, and fraudulent actions from market participants could lead to sudden sharp price movements.

Risks Associated with Security Tokens

14.17 Security Tokens are complex financial instruments. Prospective investors should ensure that they have the expertise to understand how the product is structured (which may differ from case to case) and the applicable terms and conditions. In most cases, an investor will have no legal or beneficial interest in the asset represented by the Security Token; rather, the investor will have a contractual relationship with the issuer only and its rights and remedies with respect to the investment will be limited to contractual remedies against the issuer in accordance with the terms of the relevant Security Token.

14.18 Issuers of Security Tokens may be early stage companies without a track record of profitability. Investing in such companies involves a high level of risk and you may suffer a total loss of your investment.

14.19 Security Tokens typically confer no governance rights of any kind with respect to the issuer. Accordingly, key decisions, including decisions to liquidate the issuer and/or to create and sell more Security Tokens, will be made by the issuer at its sole discretion. These decisions could adversely affect the value of the Security Tokens.

14.20 Security Tokens are novel and the application of securities laws of various jurisdictions to investors of such assets is unclear in many respects. Changes or uncertainty in the legal or regulatory framework applicable to such assets may adversely affect the value of the Security Tokens.

14.21 The issuer of the Security Tokens may not be subject to disclosure and prospectus requirements under Part XIII of the Securities and Futures Act and the Digital Exchange’s admission of the issuers is not subject to MAS’ oversight. Where the documents or materials issued in connection with the offer or sale of the Security Tokens are not a prospectus as defined in the Securities and Futures Act and are not registered as a prospectus with the MAS, statutory liability under the Securities and Futures Act in relation to the content of prospectuses would not apply, and you should consider carefully whether the investment is suitable for you.

14.22 Security Tokens are typically only available to institutional and/or accredited investors. In addition, save in certain circumstances detailed in the product documentation, sale of or transfers of Security Tokens traded on the Digital Exchange may only take place between members of the Digital Exchange. These restrictions may further limit liquidity in the Security Tokens and/or have a material adverse effect on the development of any trading market in the Security Tokens. You must therefore be prepared to bear the economic risk of an investment in the Security Tokens for an extended period of time, as it may be difficult or impossible for the investor to sell/ dispose of the Security Tokens, including the risk that your entire investment in the Security Tokens may be lost.

14.23 As the Security Tokens traded on the Digital Exchange will be held by us (an intermediary member of the Digital Exchange) on your behalf, our failure, administration or insolvency may adversely affect your access to the Digital Exchange.

14.24 You may not have direct recourse against the issuer in respect of your holding of the Security Tokens and may have to enforce your rights through us as the intermediary member. There may be constraints, for example, due to conflicts of interest, on our ability to take action against the issuer on your behalf. In such a scenario, you may not be able to realise the value of the Security Tokens in the event of an insolvency of the issuer and/or the relevant intermediary member.

14.25 Members of the DBS Group may act in various capacities in the issuance of Security Tokens traded on the Digital Exchange, for example, as issuer, custodian and/or manager of the offering. The DBS Group also manages and/or operates the Digital Exchange, the Blockchain and the Trading System (and in doing so, would be involved in the minting and burning Security Tokens, as well as other decisions relating to the Digital Exchange including and not limited to the delisting of Security Tokens), and members of the DBS Group may also act as intermediaries involved in the distribution of the Security Tokens during the initial offering to end investors and hold these Security Tokens on behalf of such investors. As such, conflicts of interest cannot be completely avoided.

Risks Associated with the Digital Exchange, the Trading System and the Blockchain

14.26 The Digital Exchange’s and DBS Group’s network or services could be disrupted by various adverse events which are beyond the control of the Digital Exchange and DBS Group. There can be no assurance that any of the intended security measures will be effective. System failures may also prevent the making of markets for the Digital Tokens, which may potentially impact the liquidity for the Digital Tokens.

14.27 The Digital Exchange has a short and limited operating history which subjects it to a number of uncertainties, in particular the ability to plan for and anticipate the prospects of the Trading System. The use of the Trading System could be affected by a number of factors, including market reception of the Trading System and slowing demand or increasing competition, resulting in reduced number of users of the Trading System which may in turn impact the liquidity of the Digital Tokens.

14.28 Distributed ledger technology generally is still in a relatively early development stage and is unproven. Any malfunction, flaws, breakdown or abandonment of the blockchain may prevent access to your Digital Tokens. Furthermore, developments in technologies and techniques or changes in consensus protocol or algorithms could present risks to the Digital Tokens, including by rendering ineffective the consensus mechanism that the Blockchain uses. There are a variety of possible consensus mechanisms, such as “proof of work” and “proof of stake” which may be used either now or in the future, and risks which may arise if there is any improper implementation of such consensus mechanisms, and unanticipated adverse effects may arise from these such consensus mechanisms. Any malfunction, breakdown or flaws in distributed ledger technology used by the Digital Exchange could have a material impact on its ability to execute or settle trades of the Digital Tokens, to maintain accurate records of the ownership of the Digital Tokens and could in turn have a material adverse effect on you.

14.29 While the use of a private blockchain and other logical and governance procedures may limit the impact of distributed ledger technology reliant upon consensus mechanisms, such distributed ledger technology may be susceptible to mining attacks, including double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and race condition attacks. Any successful attacks on the Blockchain may present a risk to the Digital Tokens, including proper execution and sequencing of transactions involving the Digital Tokens.

14.30 Hackers, individuals, other malicious groups or organisations may attempt to interfere with the Blockchain, or the information technology systems they are run on or reliant upon, in a variety of ways, including malware attacks, denial of service attacks, ransomware attacks, phishing attacks, rootkits, viruses, worms, consensus- based attacks, smurfing and spoofing. As the Trading System and Blockchain are both based on third party software, there is a risk that a party may intentionally or unintentionally introduce weaknesses into the core infrastructure of the Blockchain.

14.31 The Trading System and Blockchain are reliant on effective and reliable cryptographic solutions. However, cryptography is evolving and cannot guarantee absolute security at all times. Advances in code cracking, or technical advances such as the development of quantum computers, could present risks to cryptographic solutions, and could result in the theft or loss of the Digital Tokens. The Trading System and Blockchain may be prone to attacks on their infrastructure intended to steal information about their technology, financial data or user information. Any significant breach of intended security measures or other disruptions resulting in a compromise of the usability, stability and security of the Trading System or Blockchain may adversely affect the trading of Digital Tokens on the Digital Exchange.

14.32 Settlement of transactions matched on the Digital Exchange takes place outside of the Trading System built on the Blockchain. The Trading System does not settle trades through a regulated central depository. Accordingly, you will not benefit from related legislative protections including provisions dealing with settlement finality, which ensures that transactions settled by a regulated central depository are generally not subject to reversal.

14.33 Prices of Digital Tokens change continuously 24 hours throughout the day. You should be aware that you may not be able to execute a trade on the Digital Exchange, even if the market price of Cryptocurrencies continues to change.

15. Structured Products

15.1 Structured products are formed by combining two or more financial instruments, including one or more derivatives. Structured products may carry a high degree of risk and are not suitable for all investors. These products can be extremely complicated and of a high risk nature and may involve risks associated with financial instruments that may be interconnected.

15.2 The net outcome of structured products will depend on the performance of the Underlying. The effect of a market movement (however slight) or event could lead to substantial Losses and may even involve the loss of the entire amount initially invested. You should therefore ensure that you fully understand the risks associated with each Underlying, as well as the structured product as a whole, and satisfy yourself that you are willing to accept all such risks. You should also be aware that each structured product has its own risk profile and given the unlimited number of possible combinations, it is not possible to detail all the risks which may arise in any particular case. In this regard, prior to entering into any Investment or Transaction involving structured products, you should obtain independent advice so as to understand and be familiar with the risks involved.

15.3 You should note that with structured products, the buyer can only assert their rights against the issuer; hence particular attention should be paid to issuer risk. You should also be aware that a total loss of your investment is possible if the issuer or its counterparty should default.

15.4 As structured products are usually executed over-the-counter, it may accordingly be difficult to liquidate an existing position, assess the value of, determine a fair price for or assess your exposure to risks under such Investment or Transaction. This uncertainty should be factored in by you in the overall consideration of the potential impact of your investment or transaction.

15.5 Any forecast on the economy, stock market, bond market and economic trends of the markets provided to you is not necessarily indicative of the future or likely performance of any structured products. Where any past performance of a structured product, or that of its Underlying, is provided to you to illustrate possible returns of such structured product, such past performance is also not necessarily indicative of future performance of such structured product.


C. Overseas Listed Investment Products Risk Disclosures

RISK WARNING

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

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

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

*An “overseas-listed investment product” in this statement refers to a capital markets product that is approved in-principle for listing and quotation only on, or listed for quotation or quoted only on, one or more overseas exchange(s).

1. This statement is provided to you in accordance with paragraph 41C of the Notice on Recommendations on Investment Products [FAA-N16].

2. This statement does not disclose all the risks and other significant aspects of trading in an overseas-listed investment product. You should undertake such transactions only if you understand and are comfortable with the extent of your exposure to the risks.

3. You should carefully consider whether such trading is suitable for you in light of your experience, objectives, risk appetite, financial resources and other relevant circumstances. In considering whether to trade or to authorise someone else to trade for you, you should be aware of the following:

Differences in Regulatory Regimes

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

Differences in legal systems

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

Different costs involved

  1. There may be tax implications of investing in an overseas-listed investment product. For example, sale proceeds or the receipt of any dividends and other income may be subject to tax levies, duties or charges in the foreign country, in Singapore, or in both countries.
  2. Your investment return on foreign currency-denominated investment products will be affected by exchange rate fluctuations where there is a need to convert from the currency of denomination of the investment products to another currency, or may be affected by exchange controls.
  3. You may have to pay additional costs such as fees and broker’s commissions for transactions in overseas exchanges. In some jurisdictions, you may also have to pay a premium to trade certain listed investment products. Therefore, before you begin to trade, you should obtain a clear explanation of all commissions, fees and other charges for which you will be liable. These charges will affect your net profit (if any) or increase your loss.

Counterparty and correspondent broker risks

  1. Transactions on overseas exchanges or overseas markets are generally effected by your Singapore broker through the use of foreign brokers who have trading and/or clearing rights on those exchanges. All transactions that are executed upon your Instructions with such counterparties and correspondent brokers are dependent on their respective due performance of their obligations. The insolvency or default of such counterparties and correspondent brokers may lead to positions being liquidated or closed out without your consent and/or may result in difficulties in recovering your monies and assets held overseas.

Political, Economic and Social Developments

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

Section 3 – Custody Service Terms

1. These Terms and Conditions Governing Custodial and Nominee Services (“Custody Terms”) shall apply if our services involve placing your Assets in custody with us, whether in Singapore or elsewhere (“Custody Service”). These Custody Terms do not apply to any Assets that are in CPF or SRS accounts.

2. In the event of any conflict or inconsistency between:

  1. these Custody Terms and the Terms and Conditions Governing Accounts, these Custody Terms shall prevail; and/or
  2. these Custody Terms and any applicable agreement in respect of any Asset kept in custody with us, that applicable agreement shall prevail.

How it works

3. Your Assets will be deposited into a custody account that may be directly or indirectly opened and operated by us (each a “Custody Account”). You authorise us to appoint Agents to perform any aspects of the custody service and, where needed, authorise them to do the same. We will follow the Applicable Laws in doing so.

4. For Assets that you transfer to us for custody, you represent and warrant that they belong to you; are authentic, valid and correct in every respect. You agree to fully indemnify us against any Losses that we may suffer due to or arising out of the foregoing representations and warranties being untrue or incorrect in any respect. We may, in our absolute discretion, refuse to accept any Asset for custody.

5. Your Assets are always subject to your control, unless they were assigned or charged to us by way of security and subject always to Applicable Laws and/or any applicable agreement.

6. We will act only on your Instructions in writing to acquire, hold in custody, dispose of or otherwise deal with your Assets, provided they have not been assigned or charged to us. You acknowledge and agree that we may not act on your Instruction if we are required to comply with any Applicable Law which restricts us from taking any action in respect of your Assets.

7. If your Assets are denominated in a foreign currency, you authorise us to deposit your Assets in a Custody Account with an Agent outside Singapore which is licensed, registered or authorised to act as a custodian in the country or territory where such account is maintained. You should be aware that you may be exposed to additional risk as the Applicable Laws of the foreign jurisdictions may be very different from Singapore law. This means that your Assets do not enjoy the same protection as those held in custody accounts in Singapore. A possible consequence of this is that in the event of a legal dispute in that market, the courts in that market may not recognise your Assets as belonging to you and you may not be able to recover them.

8. You may not be able to withdraw your Assets, or may lose some, or even all your Assets, if we or our Agents become insolvent. Provided that we have acted in good faith and used reasonable care in the selection and continued appointment of any Agent, you agree that we are not responsible for any act, omission, default, or insolvency of such Agent.

9. In order to enable us to provide you with the Custody Service in accordance with these Custody Terms, you authorise us to:

  1. acquire, hold and register your Assets in our name and keep them in locations we think fit;
  2. comply with Applicable Laws, including withdrawing and transferring Assets (or entitlements to them) to securities depositaries, clearing or settlement systems, account controllers or other participants in the relevant systems as selected by us for any purposes;
  3. request payment of, collect and receive interest, dividends, payments or other entitlements in respect of any Asset;
  4. convert any monies payable in respect of your Assets at the prevailing exchange rate if they are made in a currency different from your Account;
  5. choose to receive a distribution in cash or in kind, unless you have instructed us in writing of your preferred distribution type;
  6. where applicable, exchange any Asset in a temporary form or other Assets in definitive form and deliver physical scrip form of such Assets to any depository set up for the purpose of and/or operating scripless trading and to complete and deliver any required document;
  7. surrender your Assets against receipt of monies payable at maturity or upon redemption at your request to us in writing;
  8. execute any necessary declaration or certificate of ownership under any Applicable Law; and
  9. take any other action we think appropriate

10. In providing you with Custody Services, you understand and agree that we are under no obligation to:

  1. supervise or monitor any of your investments or transactions involving your Assets;
  2. advise or recommend for any transaction in relation to the sale, purchase or disposal of your Asset unless we agree to;
  3. assess the suitability of any transaction involving your Assets;
  4. assist you in claiming any tax benefit(s) or claims for a reduced withholding rate to which you may be entitled to in connection to your Asset (whether under a tax treaty or any other Applicable Law);
  5. assist you to seek reimbursement of any third parties of any amounts due to any withholding that had been applied at higher rate than that which you are entitled to or which you view to be the applicable rate; or
  6. provide trustee services and we shall have no trust, fiduciary or other obligations in respect of your Assets pursuant to these Custody Terms, save for those expressly provided for in these Custody Terms or as otherwise agreed in writing.

Withholding Tax

11. If you receive any income from non-Singapore Assets that is subject to non-resident withholding tax, we will apply the full prevailing prescribed rate.

12. Notwithstanding anything stated herein and without prejudice thereto, in the event that we agree to a request to apply a reduced rate of withholding tax in connection with your assets kept in custody with us, you agree that:

  1. we may decline at any time in our sole discretion to proceed further with your request;
  2. you will provide to us all information (in any form) as we may require from time to time for the purpose of processing your request. You further represent and warrant that (i) the information provided by you is complete and accurate; (ii) you shall notify us as soon as practicable when there is a change in your circumstances; (iii) you shall update your tax status periodically in such frequency, required form and within the time period as specified by us from time to time; and (iv) you meet all requirements of the relevant tax treaty(ies) or any other Applicable Law pursuant to which you are seeking the application of a reduced rate of withholding tax;
  3. you are aware that we shall be entitled to withhold the relevant amount of taxes in accordance with our existing processes and/or as we determine in our discretion to be necessary, and hence any relevant withholding rate(s) applied may be revised from time to time in our discretion;
  4. at any point in time, should it be determined by us that a revised/higher withholding rate should have been applied, we are entitled to automatically deduct from your account the relevant difference, such that the amounts due to us or which should have been received by us is equal to the full amount had no withholding or deduction been required; and
  5. in the event that a reduced withholding rate is applied, we are not responsible for crediting to you the difference from, or any backdated amounts that had been previously withheld at, the higher withholding rate.

Our Communication with You

13. We will keep records to ensure that your Assets are held on your behalf and do not belong to us. We will furnish you with periodic statements in respect of your Assets and notify you of any transaction involving your Asset as soon as practicable after each transaction.

14. We will take reasonable steps to forward to you any notice or communication we receive in respect of your Assets. If the notice or communication does not call for any Corporate Action, we shall not be obliged to forward such notice or communication to you.

15. In the event of a credit event, any information or updates that we forward to you will be on a best effort basis, as we may not be privy to any debt restructuring plans and/or other negotiations between the issuer and its creditors (due to the confidential nature of such discussions), the availability and flow of information may be greatly diminished in such circumstances.

16. We will not be liable for any losses arising from any failure to forward a notice or communication correctly or promptly to you, unless there was gross negligence, fraud or wilful default on our part.

Pooling of Assets

17. Your Assets may be deposited together with assets belonging to our other customers, and/or the customers of our Agents in an omnibus custody account. This is known as co-mingling. Co-mingling comes with certain risks which you understand and agree to as below:

  1. While we will maintain records of your interests in the pooled Assets, your right to such Assets may not be easily identified from documentation such as separate certificates, other documents of ownership or equivalent electronic records;
  2. If we or our Agent defaults or becomes insolvent, you may not receive your full entitlement. Any shortfall in relation to the value of pooled Assets may be apportioned to you and other customers. Delays in identifying individual investments in such situations may result in an increased risk of loss; and
  3. You may not receive the identical Assets deposited in custody. We will, however, return to you Assets that are of the same class, denomination quantity and nominal amount (and rank equally) with those originally deposited with or transferred to us.

Corporate Actions and voting rights

18. For Assets that give you rights in relation to a company, we will not be responsible for taking any action in relation to Corporate Actions that we become aware of and we will not exercise any voting rights attached to your Assets unless you instruct us otherwise.

19. We may, on occasions, hold the same class of assets on behalf of one or more customers, and exercise such voting rights attached to the assets in accordance with instructions from majority of the customers. You acknowledge and agree that this may be contrary to the Instructions you have given us.

20. You acknowledge that we do not guarantee, nor are we able to ensure that any corporate action taken by the issuer of any Asset would be in accordance with your Instructions to us.

21. If there is any entitlements or benefits arising from corporate actions affecting your Assets, you agree to accept our calculation, and subsequent allocation. We will be entitled to disregard fractional entitlements and you waive any right and claim to them.

Others

22. For Treasures Customers, you agree to pay the fee for the Custody Service as specified in our Pricing Guide. We may charge a separate custodian fee if your Asset is in physical scrip form.

23. We may deduct your account with us with the full amount of any fee payable by you, or liabilities incurred while providing the Custody Service to you. For this purpose, we are authorised to debit such amount owing from any of your Accounts and/or sell your Assets and collect the proceeds. This means that until payment in full of all liabilities is made, we shall have a right of lien in respect of your Assets.

24. Where necessary, we will effect any currency conversion at the prevailing exchange rate. We shall not be liable for any losses arising from the settlement of such liabilities or the failure to do so.

25. If your Assets are pledged to us, you may not withdraw or sell them without our prior consent, and we are entitled to sell or otherwise deal with your Assets at our sole discretion without any notice or court action in order to discharge your Liabilities. This will take place by such means and at a price we reasonably determine to be the best obtainable, even if this means that you may end up making a loss. We are not liable for any resulting losses you may suffer.


Section 4 – Additional Terms and Conditions Governing Investment Products and Services

These additional terms and conditions (“Additional Terms”) are applicable only if you choose to take up the investment product named in this Section. In the event of any inconsistency between the General Terms and the Additional Terms, the Additional Terms shall prevail in respect of the specific investment product.

Unless the context otherwise requires or the Additional Terms expressly provide otherwise, capitalised terms used shall have the meanings specified in the General Terms.


A. Additional Terms and Conditions Governing Funds

The Terms and Conditions Governing Investments in Funds can be found at our website: https://www.dbs.com.sg/iwov-resources/pdf/governing-investment-in-funds-tnc.pdf


B. Additional Terms and Conditions Governing Structured Deposits

1 General

"Structured Deposit" means the investment placed by the Customer with the Bank, the specific terms of which are evidenced by the Structured Deposit Confirmation/Advice and Termsheet;

"Structured Deposit Confirmation/Advice" means a document or other evidence exchanged between the parties confirming the terms and conditions of the Structured Deposit;

Termsheet” means a document setting out the terms and conditions of the Structured Deposit and issued by the Bank on the relevant date;

"Tenor" means the Structured Deposit period being the period commencing on, and including, the Value Date and ending on, but excluding, the Maturity Date.

Dates to Note:

Types of Dates What it Means Where it is found
Trade Date The date you confirm with us that you want to invest in the Structure Deposit Structured Deposit Transaction Advice
Termsheet
Value Date The date the Structured Deposit starts
Observation Date / Time The date / time where we determine the relevant amounts or rates
Observation Period The period from the time the trade is entered into on Trade Date to and including the Observation Date and Time.
Payout Date The date(s) we make you a payout
Maturity Date The date we pay out the Redemption Amount to you

Amounts/Rate to Note:

Types What it Means Where it is found
Principal Amount The investment amount in the currency you place with us Structured Deposit Transaction Advice
Termsheet
Interest Amount The payout amount (if applicable) in respect of the Structured Deposit
Redemption Amount The amount paid on the Maturity Date
Interest Rate Known also as the payout rate applicable to the Structured Deposit

1.1 If there are any inconsistencies in the terms which apply to the Structured Deposit Transaction Advice, the Terms and Conditions Governing Accounts, the Terms and Conditions for Structured Deposits and the Termsheet, the Termsheet shall take priority.

1.2 Unless we tell you otherwise, we shall be acting as principal in respect of all dealings with you on Structured Deposits.

1.3 All monies due to you will be paid to the account that you determine. If such account is no longer active, we shall decide the account to pay the monies to, and that will be a discharge of our obligations in full.


2 Confirmation and Placement

2.1 After you have agreed and confirmed the terms of offer of the Structured Deposit with us, we will issue and send you a Structured Deposit Transaction Advice, setting out such terms, duly executed on behalf of the Bank. For Structured Deposits offered on a tranche basis, we will only issue and send you the Structured Deposits Transaction Advice if the minimum tranche has been met.


3 Payment of Principal Amount

3.1 The Principal Amount must be received on or before the close of business in Singapore one (1) Business Day after the Value Date. Failure to do so may result in the Bank to not accept your Instruction to enter into the Structured Deposit. Once the Principal Amount has been received for the Structured Deposit, it may not be withdrawn (wholly or partially) nor terminated by you prior to the Maturity Date, except in accordance with Clause 4 below.

3.2 We reserve the right at our discretion, not to accept any funds received (or to accept only part of such funds) as the Principal Amount for the Structured Deposit on or before the Value Date. In such event, we will notify you as soon as practicable and any funds received but not accepted as the Principal Amount will be paid to you.


4 Early Withdrawal

4.1 You may not terminate the Structured Deposit before the Maturity Date without our approval in writing. Our approval may be granted or withheld in our sole and absolute discretion, and on such terms and conditions that we determine.

4.2 If we approve your request to terminate the Structured Deposit prior to its Maturity Date, we shall be entitled to deduct any costs, losses and damages which are or may be incurred by us. This means that you may receive less than the Principal Amount.

4.3 In the event that the Principal Amount or other amounts (if any) are insufficient to indemnify or reimburse us in respect of such costs, losses and damages, we have the right, at any time, to claim from you the amount of the remaining costs, losses and damages. We may choose to exercise our rights of set-off under the Agreement and deduct the amount owing from any of your accounts with us.


5 Interest Amount

5.1 Payout shall accrue on the Principal Amount at the Interest Rate during the Observation Period and shall be calculated as set out in the Structured Deposit Confirmation/Advice and Termsheet.

5.2 The Interest Amount (if any) shall be subject to all applicable withholding taxes and shall be payable in arrears on the Payout Date, or, if such day is not a Business Day, the Business Day immediately following such Payout Date.


6 Payment to Customer on Maturity date

6.1 Payout shall accrue on the Principal Amount at the Interest Rate during the Observation Period and shall be calculated as set out in the Structured Deposit Confirmation/Advice and Termsheet.

6.2 We may, in our sole discretion, terminate the Structured Deposit and/or the Agreement at any time without notice to you if we have reason to suspect that you have violated the Agreement. We reserve the right to investigate any suspected violation of the Agreement.


7 Our Right to Terminate

7.1 We may, in our sole discretion, terminate the Structure Deposit and/or the Agreement at any time without notice to you if we have reason to suspect that you have violated the Agreement. We reserve the right to investigate any suspected violation of the Agreement.

7.2 We shall have the right to terminate the Structured Deposit and/or the Agreement at any time, by giving notice to you, if we determine in good faith that:

  1. our performance under the Agreement is prevented or materially hindered or delayed due to either any act, law, rule, regulation, judgment, order, directive, decree or material legislative or administrative interference of any Government Authority or otherwise, or the occurrence of civil war, disruption, military action, unrest, political insurrection, riot or any other financial or economic reasons or any other causes or impediments beyond our control;
  2. it has become impracticable, illegal or impossible (i) to convert through the customary legal channels a Relevant Currency into the other Relevant Currency, or (ii) to deliver through customary legal channels any funds in a Relevant Currency from accounts inside the jurisdiction of that Relevant Currency to accounts outside the jurisdiction of that Relevant Currency or (iii) to deliver the Relevant Currency between accounts inside the jurisdiction of that Relevant Currency or to a party that is a non-resident of the jurisdiction of that Relevant Currency, due to the adoption of, or any change in, any applicable law, rule, regulation, judgment, order, directive or decree of any Government Authority or otherwise;
  3. the currency exchange rate between the Relevant Currencies has split into dual or multiple currency rates or it has become impractical, illegal or impossible for us to determine a currency exchange rate for the Relevant Currencies or the relevant interest rate or to obtain a firm quote for such rates for payment under the Agreement;
  4. it has become impracticable, illegal or impossible in any relevant jurisdiction for us to purchase, sell or otherwise deal (or to continue to do so) in a Relevant Currency or enter into any options or futures contracts or swaps in relation to any Relevant Currency in order to perform our obligations under the Agreement or in respect of any relevant hedging arrangements in connection with the Agreement under the restriction or limitation of the existing or future law, rule, regulation, judgment, order, directive or decree of any Government Authority or otherwise; or
  5. any other event beyond our control has occurred which makes it impracticable, illegal or impossible for us to perform its obligations under the Agreement or to effectively hedge its obligations under the Agreement.

Government Authority” means any nation, state or government, any province or other political subdivision thereof, any body, agency or ministry, any taxing, monetary, foreign exchange or other authority, court, tribunal or other instrumentality and any other entity exercising, executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

"Relevant Currency" means, any of the currencies specified as such in the Structured Deposit Confirmation/Advice and "Relevant Currencies" means all of them.

7.3 Upon the termination of the Structured Deposit and/or Agreement as per Clause 7.1 and 7.2, we will pay you an amount we determine in good faith to be the fair market value of the Structured Deposit as at the termination, taking into account all information which we deem relevant, including the impracticability, illegality or impossibility, less the cost to us of unwinding any related underlying hedging arrangements (including but not limited to selling or otherwise realising any options, futures contracts in relation to the Structured Deposit or any such other property). You shall not hold the Bank responsible for any loss, expense, damage, liability or other consequence suffered or incurred by reason of the termination of the Structured Deposit.


C. Additional Terms and Conditions Governing Currency-Linked (or Dual Currency) Investments

1 General

Application Amount” means the amount in the base currency which you offer to invest in the CLI.

CLI” means each currency linked structured product offered by the Bank.

CLI Account” means an account within your WMA.

CLI Confirmation” means a confirmation issued by the Bank confirming its acceptance of your investment of the Principal Amount in the CLI and certain terms and conditions in respect of such CLI.

CLI Documents” means these Additional Terms, read together with the General Terms, CLI Termsheet and CLI Confirmation.

CLI Maturity Date” means the date of maturity of such CLI as agreed between you and DBS and if such day does not fall on a Business Day, the CLI Maturity Date shall be the first Business Day immediately following such day unless DBS determines otherwise.

CLI Termsheet” means a document setting out the specific terms and conditions for that CLI.

Principal Amount” means the whole or such part of the Application Amount placed by you which the Bank agrees to accept for investment in that CLI.

Value Date” means the date on which the Bank, subject to the terms and conditions of the CLI Documents, accepts the investment of the Principal Amount by you in that CLI.

1.1. In the event of any inconsistency between the provisions of any of the CLI Documents, the inconsistency will be resolved in favour of the document ranking higher in the following order of priority: (a) the CLI Termsheet, (b) these Additional Terms and (c) the General Terms.


2 Investment of CLI

2.1 DBS will be acting as principal in respect of all dealings in the CLI.

2.2 For each CLI that you wish to invest in, you are required to execute and/or agree to the relevant CLI Termsheet and any other document(s) as required by the Bank.

2.3 For payment of purchase of the CLI, you agree that:

  1. The Application Amount will be transferred from your Settlement Account to your CLI Account immediately upon receipt of your investment Instruction or at any such time as may be determined by us; and
  2. We may, at our absolute discretion earmark the Settlement Account immediately upon receipt of your investment Instruction or at any such time as may be determined by us.

2.4 The Bank may, in its sole discretion, decide not to accept any part of the Application Amount for investment in the CLI without any liability. In such event, the Bank will as soon as practicable after its decision, notify you accordingly.


3. Early Withdrawal / Termination

3.1 You agree that each CLI is intended to be held to maturity and you do not have the right to terminate the CLI (in whole or in part) before the CLI Maturity Date.

3.2 The Bank may enter into one or more hedging transactions or other arrangements in respect of each CLI. If the Bank, in its sole discretion, chooses to consent to your request for termination of the CLI (in whole or in part) prior to the CLI Maturity Date, you shall indemnify the Bank for the costs, losses, expenses and damages (“Costs”) the Bank may incur. The Bank shall be entitled to deduct such Costs from the Principal Amount or other amounts (if any) which are otherwise payable to you. In this regard, you may receive substantially less than the Principal Amount.

3.3 In addition and without prejudice to any other right of early termination which the Bank may have pursuant to the CLI Documents, the Bank shall have the right to terminate that CLI (in whole or in part) by giving you notice if the Bank determines that it shall have become unlawful, impossible or impracticable in whole or in part for the Bank to perform any absolute or contingent obligation under the CLI Documents or in respect of that CLI or to hedge its obligations in respect thereof, as a result of compliance in good faith by the Bank with any Applicable Law.


4. Return or Payout and Redemption on the CLI Maturity Date

4.1 The return or payout and final redemption amount that you will receive from the CLI and the terms of such payment will be set out in the CLI Termsheet and/or CLI Confirmation.


5. Calculation Agent

5.1 Unless otherwise specified in the CLI Documents, the Bank shall act as the calculation agent. All determinations and calculations will be made solely and independently by the calculation agent in good faith, and shall, in the absence of manifest error, be binding and conclusive on the parties. The calculation agent does not assume any other obligation or duty to either party.


D. Additional Terms and Conditions Governing digiPortfolio

The digiPortfolio Terms and Conditions can be found on our website: https://www.dbs.com.sg/personal/digiportfolio-tnc.page


E. Additional Terms and Conditions Governing Stock Trading Services

1 General

1.1 These Additional Terms and Conditions Governing Stock Trading Services shall apply to all transactions in stocks, shares and other equity securities listed on an exchange (“Securities” or “Stocks” or “Shares”) which you may undertake or intend to undertake with or through us.

1.2 Nothing in this Terms and Conditions obliges us to enter into any transactions with you, and we may refuse to enter into any such transaction or otherwise act on any order without having to give a reason for doing so.

1.3 You acknowledge that acceptance by us of your Instruction in relation to any Shares Transaction will not necessarily result in its execution. Your Instruction will only be executed if (a) market conditions permit; (b) such execution is in accordance with all Applicable Laws; and (c) you do not exceed any position or transaction/trading limit imposed by us. Such limit may include minimum sizes for transactions. If we are unable to execute any Instruction in such circumstances, such Instruction shall be deemed to have expired. We will inform you of such expiry as soon as reasonably practicable.

1.4 All orders placed are valid only for the day unless otherwise agreed between you and us. You have to place the order again the next working day if the orders have not been executed.

1.5 You agree that we have the right to aggregate your orders (including any requests for application for shares in an initial public offering or private placement) with the orders of our other customers. The allotment or distribution of any equities, monies or other property pursuant to such aggregation of orders shall, subject to Applicable Laws, be at our sole discretion. You accept that such allotment or distribution may result in inequities on some occasions.

1.6 Purchase of Shares: You understand that if you do not pay for shares which you purchase by the due date of the purchase transaction, we have the right for force sell any or all of such Shares. We may, but need not exercise this right on any day after the day on which the right to force sell first arose. We shall not be liable to you for any Loss you suffer as a result of any fall in the market price of the equities between the time the right to force sell arises and the time we actually sell the securities.

1.7 Sale of Shares: Before giving us Instructions for the sale of any Shares, you must ensure that the relevant Shares are available for delivery on the settlement date of the transaction by depositing or delivering such Shares with us or our Nominees. This means that we do not allow short selling. If delivery of securities is not made on the settlement date, we shall, subject to Applicable Laws, have the right to buy-in immediately and bill you for the difference. We shall not be liable to you for any Loss you suffer as a result of any fall in the market price of the equities between the time the right to buy in arises and the time we actually buy the shares.

1.8 Unless otherwise specified, all Shares Transactions undertaken on your Instructions shall be executed in our name and/or in the name of our Nominee. All such Shares purchased by you shall be held by us or our Nominee, as custodian for you, and shall be subject to the Custody Terms available in Section 3.

1.9 You may instruct us to transfer your Singapore-listed Shares to your Central Depository (Pte) Limited (“CDP”). You agree to pay any costs or charges in connection with such charges that is prescribed by us from time to time. You should also be aware that such transfer may incur charges, fees or expenses payable to CDP.

1.10 You agree that we may impose such conditions and/or restrictions on the availability of any particular Share which you may undertake or purport to undertake any Shares transaction with or through us as we may in our absolute discretion consider appropriate.

1.11 Should you encounter system disruption or failure when you trade through or on an electronic trading system, your transaction may not be executed according to your Instructions or may not be executed at all. We shall not be liable for any Losses or potential Losses which you may suffer.

Initial Public Offerings and Private Placements of Shares

1.12 You must provide your Instruction in the form or manner that we prescribe before we will accept it and subscribe for Shares on your behalf pursuant to an initial public offering or private placement. Each Instruction shall be irrevocable, unless we agree otherwise.

1.13 By instructing us to subscribe for Shares in an initial public offering or a private placement, you represent and warrant that:

  1. you confirm you have obtained a copy of the investor requirements, conditions of subscription, selling and/or other restrictions specified in the prospectus, information memorandum, application forms or other offering documents (collectively the “Offering Documents”) and have read, understood and fully accept all the terms and conditions stated therein, including that you ensure you fulfil and comply with the Offering Documents;
  2. you shall not make any other application for subscription of such securities whether directly or through any agent or nominee;
  3. where we are required to make certain representations and/or warranties on your behalf to other third parties in connection with such subscription of Shares, you shall ensure that each such representation and/or warranty shall be true, correct and not misleading in any way;
  4. you shall ensure that you adhere to all Applicable Laws (including any reporting and disclosure requirement and shareholding restriction) and you agree that we need not enquire into or verify any action taken by you in connection therewith;
  5. your entry into each such Shares transaction does not contravene any Applicable Law, including Applicable Laws relating to insider dealing, market manipulation and/or any other trading offences; and
  6. where issuers or relevant exchanges impose restrictions or prohibitions on investors who are directors or existing shareholders of issuers or their close associates, or who are connected persons/ clients to the issuer group, you will be deemed not to be such a ‘connected person’ unless you notify us of such (direct or indirect) connections.

Holidays

1.14 Acceptance of Instructions for any trade is subject to the respective stock exchanges being open. If a settlement date falls on a Singapore holiday or any day which the relevant stock exchange is close, we will not be able to accept such Instructions. Any amount credited to your account during such days shall be made on the next Business Day on which the relevant stock exchange is open.


2 China Connect

China Connect Entities” means the exchanges, clearing systems and other entities which provide services relating to China Connect, including without limitation, Stock Exchange of Hong Kong, Hong Kong Securities Clearing Company Limited, Shanghai Stock Exchange, Shenzhen Stock Exchange and ChinaClear.

China Connect Laws” means the laws and regulations of Hong Kong and Mainland China from time to time in respect of China Connect or any activities arising from China Connect.

China Connect Rules” means any rules, policies, or guidelines published or applied by any China Connect Authority or China Connect Entity from time to time in respect of China Connect or any activities arising from China Connect.

2.1 By giving us an Instruction to trade in China Connect Shares, you represent and undertake on a continuing basis (including without limitation on the first day that these China Connect Terms are effective and on each date you place an order or give an instruction under these China Connect Terms) that:

  1. You are not a Mainland investor, as defined in the Rules in Relation to Northbound Trading of Stock Connect by China Securities Regulatory Commission, Shanghai Stock Exchange and Shenzhen Stock Exchange or fall within any relevant excluded categories/ exemptions as the case may be, whereby the compliance with the relevant requirements is your responsibility;
  2. You are aware of, and shall comply with China Connect Laws and China Connect Rules;
  3. You have assessed the risks relating to China Connect in Section 2 and are willing to undertake it;
  4. You do not hold more than 5% of the Shares of any Mainland China-incorporated company which is listed and traded on any stock exchange in Mainland China;
  5. You do not know of any fact that might impair the validity of such Connect Shares and you have full authority to receive, deal with and give instructions or declarations in respect of the same; and
  6. If you place an order to sell any China Connect Shares, there is no restriction on such Shares, including but not limited to no adverse claims, or restrictions on the transfer.

Compliance with China Connect Laws and China Connect Rules and any other requests or requirements of the relevant Exchanges

Trading of ChiNext Shares

2.2 Subject to Clause 2.3 below, we will not accept any orders to buy or sell any securities listed and traded on the ChiNext Board of the SZSE which may be traded by Hong Kong and international investors under China Connect (“ChiNext Shares”).

2.3 We may at our sole discretion accept any sale orders from you to sell ChiNext Shares through the China Connect service only if you have received such ChiNext Shares from any distribution of rights (including the right to subscribe for rights issues or open offers) or entitlements, conversion, takeover, other corporate actions or any other special circumstance arising from China Connect Shares that you hold. Such ChiNext Shares must be accepted or designated by the SEHK as China Connect Shares or Special China Connect Shares.

Pre-Trade Checking Requirements

2.4 If you place a sell order for China Connect Securities, you agree that this is subject to the Pre-Trade Checking requirement mandated by China Connect laws where we have to ensure that you have sufficient China Connect Shares in your account.

2.5 We have the absolute discretion to determine what is considered as sufficient China Connect Shares in your account in relation to your sell order. In the event that you do not have sufficient China Connect shares in your account, we may reject your sell order or perform any other act which we consider necessary to comply with the Pre-Trade Checking requirement and/or relevant laws and rules.

2.6 If you place a buy order, we reserve the right to reject the buy order if we determine that you do not have sufficient funds to settle the payment obligation in respect of such order on the settlement day.

2.7 You shall bear any risk, loss or cost resulting from non-compliance or potential non-compliance with Pre-Trade Checking and/or the Applicable Laws. You shall reimburse us for any costs, losses or expenses which we incur as a result of your failure to deliver in respect of your sell orders on any terms and price and at such time that we determine.

Settlement and Currency Conversion

2.8 All trades are effected and settled in Renminbi. If we do not receive sufficient Reniminbi before the settlement of any purchase of China Connect Shares, settlement may be delayed or fail and you may not acquire the relevant China Connect Shares.

2.9 In the event that we hold any funds denominated in other currencies other than Renminbi, you authorise us to convert the funds into Renminbi at our prevailing exchange rate for the purpose of settlement if we do not receive sufficient Renminbi for settlement of funds.

2.10 Pursuant to Clause 2.9 where we deem it necessary to make such conversion, we will carry it out in a commercially reasonable manner without prior notice to you. Any risk, loss or cost resulting from any conversion of one currency into another currency shall be borne by you. For avoidance of doubt, you understand and acknowledge that we do not have any obligation to make any such conversion.

2.11 If there is insufficient liquidity in Renminbi to settle any buy orders, we may reject such buy orders.

Forced Sale, Transfer and Disgorgement

2.12 If we receive notice from a China Connect Authority requiring us to sell and liquidate a specified number of China Connect Shares (a “Forced-sale Notice”), we shall be entitled to issue you a corresponding notice requesting you to sell and liquidate any number of such China Connect Shares you hold in your account with us within the time period specified by the relevant China Connect Authority (a “Client Forced-sale Notice”).

2.13 If you fail to comply with a Client Forced-sale Notice, you authorise us to sell or arrange for the sale of such China Connect Shares on your behalf at such price and terms that we determine in our absolute discretion, to the extent necessary to comply with all Applicable Laws.

2.14 If your China Connect Shares are the subject of a Client Forced-sale Notice and have been transferred from a clearing participant (the “Original CP”) who settled the relevant buy order to a recipient Agent, you authorise us to provide instructions to the recipient Agent on your behalf to return the relevant China Connect Shares to the Original CP for sale and liquidation. You also undertake to inform the recipient Agent of such authorisation, and if required, to instruct the recipient Agent to act accordingly.

2.15 If we receive notice from any China Connect Authority that requires you to disgorge any profits, you authorise us to sell or arrange for the sale of any quantity of China Connect Shares that you own.

2.16 You also authorise us to sell, transfer or carry out any other action in relation to China Connect Securities owned by you if we are instructed to do so by any China Connect Authority or if we otherwise determine in our absolute discretion that it is necessary or desirable to do so in order to comply with any Applicable Laws.

2.17 We shall have no liability for any losses or risks which may result to you directly or indirectly from any actions taken by us under this Clause 2.12 to 2.17.

Compliance with China Connect Laws and China Connect Rules and any other requests or requirements of the relevant Exchanges

2.18 You will provide to us all information (including translation into Chinese if required) which we request, if such information is requested by an exchange, regulatory authority or an organisation (whether within or outside Hong Kong) with which HKEx or SEHK has entered into an information sharing arrangement or agreement.

2.19 You also acknowledge that we may disclose your data to the China Connect Authorities at their request so as to facilitate the performance of their regulatory, surveillance, enforcement and other functions.

2.20 You will execute any further documents and provide any materials and/or information as we may reasonably request so that we can perform our duties and obligations. Failure to do so may result in us suspending your use of the China Connect Service.

2.21 Trading in China Connect Shares will be subject to all China Connect Laws and China Connect Rules.

2.22 These China Connect Terms highlight certain key features of China Connect as of the date hereof. We are not liable for any inaccuracies or misstatements in the information set out in these China Connect Terms. These China Connect Terms do not purport to cover all China Connect Laws and China Connect Rules. You understand that you shall be fully responsible for understanding and complying with all China Connect Laws and China Connect Rules and for any consequences of Northbound trading. We do not, and does not intend to, advise the Customer on any China Connect Laws or China Connect Rules.

2.23 We shall have the right to apply any procedures or requirements in respect of any trading of China Connect Securities which we determine in our absolute discretion to be necessary or desirable for the purpose of any China Connect Laws, China Connect Rules, requests/requirements of the relevant Exchanges or market practice. These can include and are not limited to relevant disclosures mentioned herein, as well as possible audit checks or inspections on our customers who are end investors or users of the systems. We shall have no liability for any losses or risks which may result directly or indirectly from such procedures or requirements.

2.24 We may in our absolute discretion suspend, terminate or limit your ability to access China Connect through us without advance notice to you, including but not limited to where requested or directed by a China Connect Authority or China Connect Entity or pursuant to any arrangements with them.


F. Additional Terms and Conditions Governing Bonds (transacted over-the-counter)

1. Application

1.1 Unless we tell you otherwise, we shall be acting as principal in respect of all over-the-counter dealings with you on bonds.

1.2 Your Instruction to apply for bonds will be deemed to be irrevocable and you agree that no requests for cancellations, amendments or refunds will be entertained.

1.3 You authorize us to purchase and/or sell or otherwise deal with bonds through such brokers, dealers or agents (including our related companies and affiliates) as we may select or through ourselves as principal for our own account, as the case may be.


2 Additional Terms for Initial Public Offering of Bonds

2.1 You agree to the following:

  1. To the extent applicable, you acknowledge that no prospectus may be available at the time of your application or that only an interim prospectus is available, as the case may be.
  2. You irrevocably agree to accept the amount of bonds applied for or any lesser amount (including zero amount) that may ultimately be allotted by the Bank.
  3. You will not make any claim and/or take any action against DBS for any loss or damage (whether direct, indirect or consequential) in this connection.
  4. If for any reason you refuse to accept the allotted bonds, you agree to compensate DBS for all Losses which we may suffer or incur as a result of such refusal. DBS is authorised to debit any of your accounts for the Losses.
  5. We may, at our sole discretion, aggregate your purchase order with such other purchase orders received by us and place an aggregated purchase order for the bonds.

G. Additional Terms and Conditions Governing Structured Notes

1 Definitions for this Part

Closing Date” means the date of the closing of the offer of the Notes.

Gold” means investments in fine gold of such specifications acceptable in the London Bullion Market Association (“LBMA”), unless otherwise agreed in writing by us.

Issue Date” means the date of the issue of the Notes by the issuer.

Note” means any Structured Note issued and/or distributed by DBS. In this Agreement, a Note may refer to an Equity Linked Note (also known as Equity Linked Investment in some documents), Reverse Equity Linked Note, Gold Linked Note, Fund Linked Note, Currency Linked Note, DBS CIO Barbell Strategy Index Linked Note (“Barbell Notes”) or any other form of Structured Note that may be issued and/or distributed by DBS.

Notes Account” means an account within your WMA.

Purchase Order” means the amount or quantity of Notes which you instruct DBS, by way of an application form or other channel acceptable to DBS, to subscribe for or purchase on your behalf.

Structured Note” means a structured product linked or referenced to Underlying Asset(s). It aims to provide an enhanced yield, and the return depends on the specific structures selected and the performance of the Underlying Asset(s). It may be issued with or without a fixed tenor.

Term-sheet” means a document, which shall have been completed and/or agreed to by you, setting out the terms and conditions for that Note.

Underlying Asset” means Equity, Gold, Fund, Currency, Index, interest rate or such other financial instrument or a combination of any two or more financial instruments determined by DBS or the Notes issuer.


2 Application

2.1 You authorize DBS to:

  1. purchase and/or sell or otherwise deal with Notes through such brokers, dealers or agents (including our related companies and affiliates) as we may select or through ourselves as principal for our own account, including but without limitation to execute any necessary legal documents, which will have the same effect as though you had executed them.
  2. at our sole discretion, aggregate your purchase order with such other purchase orders received by us and place an aggregated purchase order for the Notes.

3 Other Terms

3.1 Unless we tell you otherwise, we shall be acting as principal in respect of all dealings in the Notes.

3.2 In the event of any inconsistency between the provisions of any of the Notes documents, the inconsistency will be resolved in favour of the document ranking higher in the following order of priority: the (a) offering documents, including the Term-sheet, (b) Additional Terms in this Part and (c) General Terms.

3.3 We may enter into various Notes and derivative transactions in order to hedge our obligations with respect to the Notes and you agree that you will be responsible for any Losses suffered by us as a result of your failure to complete the purchase of the Notes on Payment Date;

3.4 When we undertake a Note transaction for you, we (including our Affiliates) may:

  1. be dealing as principal for our own account by selling the Notes to you or buying the Notes from you and, in doing so, we may be doing so at a price that is above or below the market price (assuming such a price is available), as the case may be;
  2. be matching your transaction with that of another customer of ours by acting on behalf of that other customer as well as on your behalf or otherwise;
  3. be entering into arrangements with brokers or other persons under which we may receive a share of any commission, brokerage or other fees charged by such broker or other person or other benefit. You agree that we may retain any fees, discounts, profits, commissions or rebates or other benefits arising in connection with any such transactions;
  4. be sponsoring or underwriting a new issue of the Notes to be bought or sold under that transaction;
  5. be giving advice and providing other services to another person about or concerning the Notes to be bought or sold under that transaction; and/or
  6. have any other interest in or a conflict of duty in relation to the transaction concerned.

3.5 We may issue one global Note for one or more customers. As such, your interest in the Note may not be identifiable by separate certificates, documents or electronic records but we shall maintain records of your interest in the global Notes.


4 Investment Restrictions

4.1 You acknowledge and understand that:-

  1. unless we tell otherwise, the offer document (as the case may be) in relation to the Notes has not been registered with or reviewed by any regulatory authority in the jurisdiction in which you have made or are making your application and/or offer to subscribe to or purchase the Notes;
  2. the Notes have not been authorized, recognized or approved for offer, sale or purchase to the general or retail public;
  3. this Agreement and all other documents relating to the Notes do not constitute an offer to sell or solicitation of any offer to buy or subscribe for any securities in any jurisdiction in which such distribution is prohibited by law or regulation.

5 Cancellation, Buyback and Redemption of Notes

Cancellation of Notes

5.1 Any Instruction for cancellation, where allowed as stated in the Term-sheet, must be submitted to and acknowledged by DBS before the Closing Date. Partial cancellations will not be permitted.

Redemption of Notes by Issuer

5.2 If at any time, for any reason whatsoever, the issuer gives notice to DBS to redeem the Notes, DBS shall redeem the Notes and credit the redemption proceeds to you.

Buyback of Notes Before Maturity

5.3 Where the Notes are issued with a maturity date, they are meant to be held to maturity. The issuer may, but is not obliged to, purchase your interest in the Notes prior to the maturity date.

5.4 Any request to DBS for issuer to buyback the Notes at any time after the Closing Date will be granted or withheld at our and/or the issuer’s sole and absolute discretion and on such terms and conditions as we and/or the issuer may determine. We do not guarantee a market for the Notes.

5.5 Where buyback is granted, the purchase price for the buyback of the Notes shall be determined by DBS, the issuer or its agent in its absolute discretion and the buyback amount that you will receive may be substantially less than your original investment amount.

Redemption Terms of Notes without a maturity date (for example Barbell Notes)

5.6 You may redeem the Notes on any Business Day by submitting a completed application form or in such form or Instruction acceptable to DBS. Application forms received by DBS after 6 p.m. on any Business Day will be processed the next Business Day.

5.7 Redemption of the Notes are subject to a minimum redemption amount imposed by DBS. For partial redemption, you must ensure that the remaining Notes amount in your Notes Account meets the minimum investment amount.

5.8 We will endeavor to execute your redemption Instruction within a reasonable period of time. However, you acknowledge that due to various constraints including, without limitation, any requirement under Applicable Laws, we may not always be able to execute your redemption Instruction at any specific time or on the same Business Day, and that date of execution is subject to the frequency of valuation as specified in the Term-sheet or by us.

5.9 Redemption proceeds are calculated based on the formula set out in the Term-sheet. You agree to bear all charges and expenses incurred in connection with the redemption of the Notes.


6 Additional Terms specific to Gold-Linked Notes

6.1 You agree to hold Gold from the exercise of your Notes in a DBS Gold Account established in your name, which will also be subject to the Terms and Conditions Governing Gold Account.


7 Additional Terms specific to Equity Linked Notes

7.1 You agree to hold equity from the exercise of your Notes, which will also be subject to the Terms and Conditions Governing Stock Trading Services.


8 Additional Terms specific to Reverse Equity Linked Notes

8.1 For purchase of the Notes, you agree that:

  1. The relevant equity in your WMA may be debited from your WMA immediately upon receipt of your Instruction or at any such time as may be determined by us.
  2. We may, at our absolute discretion, earmark the relevant equity in your WMA prior to the Issue Date for the Notes;
  3. If you do not have sufficient relevant equity holdings in your WMA, we reserve the right at our sole discretion, not to accept your Instruction to enter into the transaction, in which case, your placement will be deemed void and the Notes will not be effected.

H. Additional Terms and Conditions Governing Investments in Commodities

1 Definitions for this Part

Commodity” means Gold, silver or any other precious metal or commodity which we may, in our absolute discretion, from time to time stipulate as a Commodity for the purpose of any Commodity Investment.

Commodity Investment” means any transaction in relation to Commodities effected through your Commodity Investment Account that we may, at your request, enter into with you, including any sale or purchase of Commodities.

Gold” means investments in fine gold of such specifications acceptable in the London Bullion Market Association, unless otherwise agreed in writing by us.

Transaction Price” means the price as determined by us in our absolute discretion for the sale or purchase of Commodity in accordance with this Part.

2 General
2.1 You authorise us to open, maintain and continue an Account in your name for the purpose of any Commodity Investment (such Account being the “Commodity Investment Account”).

2.2 Unless we tell you otherwise, we act as principal in all Commodity Transactions, including but not limited to the sale and purchase of any Commodity in your Commodity Investment Account.

2.3 We may, at any time, prescribe any additional terms and conditions as we may deem appropriate in respect of any Commodity Investment and/or the Commodity Investment Account and/or revise any such terms and conditions.

2.4 All Commodity Investments shall be effected in whole units of ounce or gram or appropriate measurement unit of the respective Commodity, subject to such minimum amount as we may determine from time to time.

2.5 The Bank may (but shall not be obliged to) accept your request to purchase or sell a specified quantity of Commodity at the Transaction Price on the specified trade date.

2.6 Subject to the provisions of any Applicable Agreement, we will credit or debit your Commodity Investment Account with the quantity of Commodity purchased, acquired or sold pursuant to each Commodity Investment on the settlement date(s) specified in the Applicable Agreement, where applicable, or as soon as reasonably practicable.

2.7 Any Commodity standing to the credit of your Commodity Investment Account may only be dealt with through us. Unless otherwise agreed by us, you may not withdraw or require the transfer or delivery of any such Commodity in physical form.

2.8 Notwithstanding any terms stated herein, we are under no duty or obligation to hold or deliver to you any such Commodity in physical form and you shall have no right to demand and/or request for physical delivery of any Commodity at any time.

2.9 You shall have no interest, proprietary or otherwise, in any Commodity that may be held by us in physical form in connection with your Commodity Investments.

2.10 Subject to the provisions of this Agreement and/or any Applicable Agreement, you may, at any time, withdraw the cash value of any Commodity standing to the credit of your Commodity Investment Account by converting such Commodity into US Dollars or such other currency as may be agreed by us. Such conversions shall be effected at a rate of exchange to be determined by us, in our absolute discretion, based on the then prevailing exchange rate.

2.11 You acknowledge that the value of any Commodity standing to the credit of your Commodity Investment Account, as set out in any Account statement and/or transaction record, is only an indication of the market value of such Commodity as at the applicable value date, and may differ from any amount you may receive upon a withdrawal of the cash value of such Commodity in accordance with Clause 2.10.

2.12 There shall be no yield or interest payable in respect of any Commodity standing to the credit of your Commodity Investment Account. All determinations and calculations required for any Commodity Investments based on any prevailing exchange rate will be made by us in good faith and in a commercially reasonable manner. In the absence of manifest error or fraud on our part, all such determinations and calculations will be conclusive and binding on you.

2.13 Upon closure or termination of your Commodity Investment Account(s), the Bank may (but shall not be obliged to) sell such quantity of Commodity in your Commodity Investment Account at the Transaction Price and pay to you such net amount (after deduction of any expenses incurred in connection therewith and/or any fee or charge payable by you under these Commodity Investment Account Terms) based in such currency using the prevailing exchange rate as at a date to be determined by us in our absolute discretion. The prevailing Transaction Price of such quantity of the Commodity may be substantially less than the original amount you had invested and all losses in connection therewith shall be borne by you.

2.14 If, in the Bank’s opinion, events having a significant impact on the price and/or trading of any Commodity, including but not limited to market disruption and other analogous events, the Bank reserves the right to make any adjustment(s) to the Commodity Investment Account. The Bank, will soon as practicable, notify you of such adjustment(s) which shall be binding on you provide that the adjustment(s) are made in good faith.


I. Additional Terms and Conditions Governing Digital Tokens

Definitions for this part:

Blockchain means the private blockchain managed and operated by the DBS Group.

DBS Group means DBS Group Holdings Ltd. and its subsidiaries. “Digital Exchange” means DBS Digital Exchange Pte. Ltd.

Digital Exchange Rules means the rulebooks published by the Digital Exchange which set out the requirements and obligations applying to members and issuers of the Digital Exchange, as may from time to time be amended, modified, supplemented or replaced.

Digital Payment Tokens refers to “digital payment tokens” as defined in the Payment Services Act.

Digital Token includes Digital Payment Tokens and Security Tokens.

Digital Token Account has the meaning given to such term in Clause 3.1 of the Digital Token Terms.

Digital Token Custody Services means the custody of Digital Tokens for and on your behalf, pursuant to the Digital Token Terms.

Digital Token Order means any offer to enter into a Digital Token Transaction, or any request, application, order or instruction (in whatever form and howsoever sent, given or transmitted) sent, given or transmitted to the Bank by you or which the Bank or an officer of the Bank reasonably believes to be your offer, request, application, order or instruction and includes any request or instruction to revoke, ignore or vary any previous request or instruction.

Digital Token Services means the Digital Token Trading Services and the Digital Token Custody Services.

Digital Token Settlement Date has the meaning given to such term in Clause 2.3(c) of the Digital Token Terms.

Digital Token Trading Services means the purchase and sale of Digital Tokens for and on your behalf, pursuant to the Digital Token Terms.

Digital Token Transaction means any transactions as we may from time to time permit you to carry out involving the trading of Digital Tokens, pursuant to the Digital Token Terms.

Error Trade has the meaning given to such term in Clause 1.7(a)(v) below.

Exchange means any recognised exchange or quotation system on which Securities are traded and shall include the Digital Exchange.

Matched Trade has the meaning given to such term in Clause 2.3(c) below.

Payment Services Act means the Payment Services Act 2019 (Act 2 of 2019) of Singapore.

Security Tokens shall have the same meaning as defined in the Digital Exchange Rules and may represent assets including equity, investment funds, real estate, debt or future cash flow or other value, but does not include Digital Payment Tokens.

Supported Cryptocurrencies means Digital Payment Tokens which are from time to time supported by the Bank for the purposes of providing the Digital Token Services (which may be amended from time to time at the Bank’s absolute discretion without prior notice to you).

Supported Currencies means currencies which are from time to time supported by the Bank in connection with Digital Token Transactions (which may be amended from time to time at the Bank’s absolute discretion without prior notice to you).

Supported Digital Tokens includes Supported Cryptocurrencies and Supported Security Tokens.

Supported Security Tokens means Security Tokens which are from time to time supported by the Bank for the purposes of providing the Digital Token Services (which may be amended from time to time at the Bank’s absolute discretion without prior notice to you).

Trading System means the trading system operated by or on behalf of the Digital Exchange which allows for the trading of certain Digital Tokens and which is made accessible in such form and manner as may be prescribed by the Digital Exchange from time to time.

Withdrawn Digital Tokens has the meaning given to such term in Clause 3.9 below.


1. General

1.1 These Digital Token Terms shall apply to the Digital Token Services which we may make available to you at your request. For avoidance of doubt, you need to be an accredited investor with the

1.2 In the event of any conflict or inconsistency between:

(a) these Digital Token Terms and the Terms and Conditions Governing Investment products, these Digital Token Terms shall prevail; and/or

(b) these Digital Token Terms and any Applicable Agreement in respect of Digital Token Transactions, that Applicable Agreement shall prevail.

1.3 (a) We reserve the right to immediately cease the provision of any Digital Token Services if:

(i) we have reason to believe that you are a U.S. Person or are restricted from the purchase of any Digital Token by applicable laws or product issuer;

(ii) you and/or any of your Authorised Agents are found to be accessing your Digital Token Account and/or the Digital Token Services from the United States or any place restricted by local jurisdiction;

(iii) you are found to have given false representations as to your location, place of incorporation or establishment, citizenship or place of residence;

(iv) we have reason to believe that you are facilitating access to your Digital Token Account and/or the Digital Token Services on behalf of a U.S. Person; or

(v) you are found to have taken any action to circumvent the restrictions above, including the use of Virtual Private Networks.

We may, in our absolute discretion, suspend, freeze and/or implement controls to restrict access to the Digital Token Account and/or the Digital Token Services without any notice to you. You acknowledge, agree and understand that if you travel to the United States or such other place as may be determined by DBS Group from time to time, the Digital Token Services will not be available and your access to the Digital Token Services will be blocked, except in cases of emergency as determined by us, in our absolute discretion. You acknowledge that this may impact our ability to execute trades on the Trading System for and on your behalf, and your ability to issue Instructions to us, monitor the balance held in your Digital Token Account, or otherwise use the Digital Token Services. We shall not be liable or responsible to you for any Losses arising out of or in connection with loss of use of your Digital Token Account or the Digital Token Services in such circumstances.

1.4 Your Additional Undertakings, Representations and Warranties

(a) You represent and warrant that:

(i) any Digital Tokens which you deliver or cause to be delivered to us are not related to any activity in contravention of any Applicable Laws, including those pertaining to the prevention of fraud, money laundering, terrorism financing and the provision of financial or other services to any person or entity which may be subjected to sanctions;

(ii) all payments received or made and Digital Tokens deposited, traded or withdrawn do not represent and/or relate to, or facilitate, the retention or control of proceeds, property, funds or investments derived from or used in connection with fraud, money laundering, terrorism financing and/or sanctioned activities;

(iii) you will not use the Digital Token Services, issue or cause to be issued any Instructions, or use or carry out any activities in relation to the Digital Tokens or your Digital Token Account, in a manner that could cause or result in a violation by the Bank or any other entity in the DBS Group of any Applicable Laws, including those pertaining to the prevention of fraud, money laundering, terrorism financing and the provision of financial or other services to any person or entity which may be subjected to sanctions;

(iv) in entering into any Digital Token Transactions, you qualify as an Accredited Investor as defined under the Securities and Futures Act of Singapore.

(b) Each of the undertakings, warranties and representations set out in this Clause 1.4 shall continue to have full force and effect for so long as this Agreement remain in force and shall be deemed to be repeated by you each time you utilise any Digital Token Service or undertake any Digital Token Transaction.

(c) You shall notify us immediately if any of the representations above or elsewhere in the Digital Token terms become untrue or inaccurate in any respect.

(d) You will execute all documents and instruments, provide us with information and documents as we may reasonably request, and will do all acts and things as may be required by us in connection with the provision, opening, operation, maintenance, administration and management of your Digital Token Account and the submission and execution of Digital Token Orders.

1.5 Extraordinary Event

Your access to your Digital Token Account, Digital Token Services and/or ability to engage in Digital Token Transactions (collectively “your Digital Token Activities”) may change or be limited by Extraordinary Events as defined above. When an Extraordinary Event takes place, we may in our absolute discretion make adjustments or take actions we deem necessary in relation to any of your Digital Token Activities. Such adjustments or actions may include altering or varying the quantities of currencies and/or Digital Tokens or the exchange rates or specifications of currencies and/or Digital Tokens bought or sold pursuant to any Digital Token Transaction, terminating any Digital Token Transaction, or making payments, or converting the currency of your Accounts, in or to a currency which is a freely transferable currency at that time, at such rate of exchange as we may, in good faith, deem appropriate, and you agree to be bound by such adjustment or action.

1.6 Fees and Expenses

Without prejudice to this Agreement:

(a) you agree to pay all fees, commissions and other charges and expenses in connection with your Digital Token Account, the Digital Token Services and the Digital Token Transactions under these Digital Token Terms as specified in our published fees and benefits schedule in force at the relevant time, together with any other amounts payable to the Bank under these Digital Token Terms;

(b) the Bank may debit any of your Accounts to pay any fees, commissions and other charges and expenses imposed or incurred by the Bank (including blockchain transaction fees, charges, costs and expenses (such as mining fees, network fees or gas), as well as taxes, duties or disbursements) in connection with your Digital Token Account, the Digital Token Services and the Digital Token Transactions under these Digital Token Terms, together with any other amounts payable to the Bank under these Digital Token Terms;

(c) in addition to and without prejudice to our other rights (whether under this Agreement or otherwise), the Bank reserves the right to charge interest on overdue amounts from the due date until actual payment at such rate as the Bank customarily charges for similar overdue amounts; and

(d) you will maintain or make available sufficient cleared funds in order to cover the Bank's fees, commissions, charges and expenses as aforesaid and to enable us to fulfil our duties under these Digital Token Terms.

Any and all payments to the Bank shall be made in full without any deductions, and exclusive of any goods and services tax or other similar sales taxes. You will be responsible for the payment of any and all such taxes arising.

1.7 Indemnity and Exclusion of Liability

(a) We shall not be responsible or liable to you for any Losses suffered or incurred by you howsoever caused in connection with your Digital Token Activities, including any losses arising from or in connection with:

(i) any devaluation in a Digital Token resulting from loss of quality, trade-ability, marketability, or issues pertaining to the integrity or asset trustworthiness of a Digital Token;

(ii) volatility or fluctuations in the price or value of Digital Tokens;

(iii) any delay, inability or failure to execute Digital Token Orders due to any reason whatsoever, including you having insufficient cleared funds in your Settlement Account or insufficient freely available Digital Tokens in your Digital Token Account, or system failure or other inaccessibility of the Trading System;

(iv) any Matched Trade fails to settle for any reason whatsoever, including default by any counterparty member of the Digital Exchange that directly or indirectly causes any Matched Trade (which may or may not be in the same transaction) to fail to settle; and

(v) any trade that was made, or deemed by the Digital Exchange to be made, as a result of any error, including error in any term (including price and volume) of the Digital Token Order(s) forming such trade, error due to the operation of the Trading System, and/or error due to a technical and/or system failure or other inaccessibility of the Trading System, the Blockchain or any of their respective component parts ("Error Trade").

(b) You also agree to indemnify and to hold us and our Agents harmless from and against any losses, save for losses arising directly from our or their gross negligence, fraud or wilful default, which we or they may suffer or incur in connection with your Digital Token Activities.

2. Digital Token Trading Services

2.1 General

(a) Without derogating from the generality of Clause 2.1, where a Security Token is a unit in a Fund or a Security, the relevant terms applicable to such financial instruments under this Agreement shall apply equally in respect of each Digital Token Transaction involving such Security Tokens.

(b) In respect of each Digital Token Transaction undertaken on your Instructions, you shall ensure that all Applicable Laws (including any reporting and disclosure requirements and/or shareholding restrictions) are strictly adhered to and complied with at all times and you agree that we need not enquire into or verify any action taken by you in connection therewith. You further warrant and represent that your entry into each Digital Token Transaction does not contravene any Applicable Law, including Applicable Laws relating to insider dealing, market manipulation and/or any other trading offences.

(c) You shall make payment of all Liabilities in connection with the Digital Token Transactions that we undertake for and on your behalf on or before the due date of payment or such other date as may be notified by us to you. Without prejudice to any provision in this Agreement and these Digital Token Terms, you authorise us to debit any of your Accounts for all such Liabilities as may be payable by you to us or for any payment in connection with any Digital Token Transaction. If payment of any Liability under or in connection with these Digital Token Terms, including payment for the purchase of any Digital Tokens, is not made by the due date of such payment, we shall have the right (but not the obligation) to force sell, without giving you prior notice or obtaining your prior consent, all or any of such unpaid Digital Tokens at any time and in any manner and on such terms as we think fit and set off the proceeds thereof against all or part of such Liability. If the proceeds thereof are insufficient to set off against all of such Liability, you shall indemnify us for the difference in amount and any interest accrued thereon.

(d) You acknowledge and agree that:

(i) Unless otherwise disclosed to you, we shall be acting as your agent in respect of all Digital Token Transactions. You are therefore principally liable for, and shall assume all liabilities and risks (including any counterparty or settlement risk) associated with, all Digital Token Transactions entered into for and on your behalf pursuant to these Digital Token Terms, notwithstanding that such Digital Token Transactions may have been undertaken in our name without disclosure of such agency.

(ii) Subject to any limitation or condition prescribed by Applicable Laws, we and/or our Affiliate may, in respect of any Digital Token Transaction entered into for and on your behalf:

(aa) be dealing as principal for our own account in purchasing from or selling to you any Digital Token;
(bb) be matching such Digital Token Transaction with that of another of our customers or our Affiliate;
(cc) be receiving from any Agent charges, commissions, fees, rebates, discounts or other payments or benefits and you agree that we or our Affiliate (as the case may be) may retain any such payments or benefits and shall be under no obligation to account for or disclose the same to you except to the extent required by Applicable Laws; and
(dd) a direct or indirect material interest in any such Digital Token Transaction.

(e) You agree to indemnify us for any losses we may suffer or incur in connection with Digital Token Transactions that you make. This includes, but is not limited to any amount that the Digital Exchange may require us to reimburse them, or compensate the counterparty member for, under the Digital Exchange Rules, or any other penalties that may be imposed by the Digital Exchange when a Matched Trade fails to settle.

2.2 Exchange Rate, Transactions and Limits

(a) The exchange rate or purchase price for Digital Tokens is determined by the Digital Exchange and not us. This means that the exchange rate or purchase price for Digital Tokens may fluctuate; (ii) you may not be able to buy the same Digital Token for the same price or at the same exchange rate, but at a different time; and (iii) the exchange rate or purchase price for Digital Tokens acquired through the Digital Exchange may be significantly different from the exchange rate or purchase prices in the general markets or quoted on other exchanges or trading platforms.

(b) From time to time, we may, in our absolute discretion, without giving any reason and without notice to you, impose any limits on the amount of Digital Tokens you can buy or sell. Such limits may include the cash value or number of transactions in which you can undertake with your Digital Token Account. If the Digital Exchange imposes limits which are different from the limits imposed by us, you shall be obliged to comply with our limits.

2.3 Conduct of Transactions

(a) Purchase of Digital Tokens: Your Digital Token Order to the Digital Exchange will not be accepted for execution if you do not have enough available funds in your Settlement Account to complete your purchase.

(b) Sale of Digital Tokens: Your Digital Token Order to the Digital Exchange will not be accepted for execution if you do not have enough available Digital Tokens in your Digital Token Account to complete the sale. We do not allow short selling.

(c) When your Digital Token Order is matched on the Trading System (a “Matched Trade”), the trade is executed and this is final and binding on you. A Matched Trade must be settled in full on the same day, also known as the Digital Token Settlement Date.

(d) If a Matched Trade fails to settle for any reason, such as default by the counterparty member of the Digital Exchange, we may, but are not obliged to take any action that we deem necessary to settle the Matched Trade on your behalf. This includes any action under Clause 2.1 (c) or any provision of this Agreement, or purchasing such number of Digital Tokens at such time and on terms we think fit.

(e) If an Error Trade occurs, we may take any action we deem appropriate to comply with the Digital Exchange Rules or any direction of the Digital Exchange and/or to resolve the Error Trade.

(f) All "buy" and "sell" Digital Token Orders referable to you on the Trading System shall be automatically settled where so designated by the Digital Exchange in accordance with the Digital Exchange Rules. All Error Trades designated as such by the Digital Exchange in accordance with the Digital Exchange Rules shall be automatically reversed where so designated by the Digital Exchange.

2.4 Digital Token Orders

(a) You acknowledge that acceptance by us of your Digital Token Order will not necessarily result in its execution. Your Instruction will only be executed if (a) market conditions permit; (b) such execution is in accordance with all Applicable Laws; and (c) you do not exceed any position or transaction/trading limit imposed by us. Such limit may include minimum sizes for transactions. If we are unable to execute any Instruction in such circumstances, such Instruction shall be deemed to have expired. We will inform you of such expiry as soon as reasonably practicable.

(b) You agree that we have the right to aggregate your orders with the orders of our other customers. The allotment or distribution of Digital Tokens shall, subject to Applicable Laws, be at our sole discretion. You accept that such allotment or distribution may result in inequities on some occasions and you may receive fewer units of Digital Tokens than that you had placed an order for.

(c) You cannot cancel any Digital Token Order that has been submitted if a Matched Trade is formed. In the event a Matched Trade has not been formed, your Digital Token Order can only be cancelled if the Digital Exchange agrees to cancel it.

(d) You may submit your Digital Token Orders to us by such means as may be prescribed by us and communicated to you from time to time. We may, in our absolute discretion, impose requirements for Digital Token Orders, including in relation to minimum order size, as notified to you from time to time. We shall not be under any obligation to accept any Digital Token Order submitted by means other than as prescribed pursuant to this Clause 2.4(d), and unless in compliance with such requirements prescribed pursuant to this Clause 2.4(d).

(e) We may in our absolute discretion and without assigning any reason whatsoever, refuse to act on any Instruction or your Digital Token Order.

3. Digital Token Custody Services

3.1 Establishment of Accounts

Unless otherwise specified, all Digital Token Transactions undertaken on your Digital Token Orders shall be executed in our name. We will hold all your Digital Token purchases on your behalf in a custody account known as the Digital Token Account. The Digital Token Account is governed by Section 3 - Custody Service Terms in the Terms and Conditions Governing Investment Products and the additional terms below.

3.2 Designation of Accounts

(a) The Digital Token Account reflect that you are the legal and beneficial owner of the Digital Tokens (other than in the case of Security Tokens where required under Applicable Laws). As your custodian, we are not a trustee (other than a bare trustee in the case of Security Tokens where required under Applicable Laws) and we shall have no trust, fiduciary or other obligations in respect of any Digital Tokens kept in custody with us unless we agree otherwise;

(b) We will keep records to ensure that your Digital Tokens are held on your behalf and do not belong to us.

(c) You agree and acknowledge that while any Digital Tokens which we have agreed to accept custody of shall remain in the Digital Token Account, we shall be entitled to use any number of blockchain addresses in connection with the receipt, safekeeping, and/or administration of such Digital Tokens, and you shall not be entitled to have any type of access to any such blockchain addresses, regardless of whether the blockchain addresses are held in your name, in the name of several customers of the Bank (including yours), in the name of the Bank as a custodian for its customers (including you), or in the name of an Agent, from time to time.

(d) You undertake that any Digital Tokens deposited in, and the rights in respect of, the Digital Token Account are legally (other than in the case of Security Tokens where required under Applicable Laws) and beneficially owned by you and are not received, kept and/or administered on trust for any other person.

3.3 Segregation of Digital Tokens

(a) The Bank may determine, in its absolute discretion, how it shall receive, keep and administer the Digital Tokens. The Bank may commingle your Digital Tokens with the Digital Tokens of the Bank’s other customers. You acknowledge that your interest in the Digital Tokens may therefore not be identifiable, and the Bank shall maintain records of your interest in the Digital Tokens that have been commingled. Without prejudice to Clause 3.2, you further acknowledge that the Bank shall be entitled to use shared blockchain addresses to receive and keep your Digital Tokens with the Digital Tokens and other cryptocurrencies of the Bank’s other customers.

(b) You further agree and acknowledge that the Bank shall be entitled to receive, keep and administer the Digital Tokens on a fungible basis and to re-deliver the Digital Tokens not in specie but of the same denomination. In particular, the Bank does not generally support Bitcoin’s “coloured coins”, or any other method which presently exists or which may hereafter be developed, to associate certain Digital Payment Tokens or other cryptocurrencies with any particular metadata, and you acknowledge and agree that where any Digital Payment Token is delivered to the Bank, any associated metadata may be lost, and the Bank has no liability for any Losses in relation thereto.

3.4 Bank’s Discretion

(a) The Bank reserves the right to at any time and for such duration as the Bank deems fit, in its absolute discretion, without assigning any reason whatsoever, suspend and/or freeze the operations of the Digital Token Account and/or any other Account, or to delay or withhold the crediting of the Digital Token Account and/or any other Account, including in situations where:

(i) the Bank has grounds to believe, based on information gathered or received by the Bank, that the Digital Token Account and/or other Account, Instructions or Digital Token Transactions is or was conducted for an illegal purpose; and/or

(ii) the Bank deems necessary for compliance with any Applicable Law, or any policy of the DBS Group, including those pertaining to the prevention of fraud, money laundering, terrorism financing and the provision of financial or other services to any person or entity which may be subjected to sanctions.

(b) Without prejudice to any other provision in this Agreement, the Bank may refuse, in our absolute discretion, without assigning any reason whatsoever, to accept any Digital Payment Tokens or other cryptocurrencies for custody in the Digital Token Account, including:

(i) any Digital Payment Tokens or other cryptocurrencies which are not delivered to the Bank in accordance with the terms of these Digital Token Terms or in such form and manner as may be prescribed by the Bank from time to time:

(ii) any Digital Payment Token or other cryptocurrencies transferred to a blockchain address controlled by the Bank, without a valid and subsisting Transfer-In Instruction (e.g. you did not or failed to submit a Transfer-In Instruction, the Transfer-In Instruction has lapsed or been withdrawn or cancelled by you, or the Bank has rejected or cancelled the Transfer-In Instruction, or any Digital Payment Tokens or other cryptocurrencies transferred in excess of the amount stipulated in the Transfer-In Instruction);

(iii) any Digital Payment Tokens or other cryptocurrencies transferred to a blockchain address controlled by the Bank but cannot be traced to the information provided by you as part of the Transfer-In Instructions;

(iv) any Digital Payment Tokens or other cryptocurrencies which are not or cease to be Supported Cryptocurrencies; and/or

(v) any Digital Payment Tokens or other cryptocurrencies which the Bank in our absolute discretion determines to be associated with unusual, illegal or illicit activities, circumstances or transactions, or the acceptance of which will or may to cause the Bank to be in breach of any Applicable Laws, or any policy of the DBS Group, including those pertaining to the prevention of fraud, money laundering, terrorism financing and the provision of financial or other services to any person or entity which may be subjected to sanctions,

in which event, the Bank reserves the right to, in our absolute discretion, detain, return (to the originating blockchain address after deducting the administrative fees and transaction costs for processing such return (including all transfer fees as incurred)), dispose of or otherwise deal with such Digital Payment Tokens or other cryptocurrencies (including taking any action as may be required for compliance with any Applicable Laws, or any policy of DBS Group, including those pertaining to the prevention of fraud, money laundering, terrorism financing and the provision of financial or other services to any person or entity which may be subjected to sanctions).

(c) Without prejudice to any other provision in this Agreement, the Bank may refuse, in our absolute discretion, without assigning any reason whatsoever, to accept any Security Tokens for custody in the Digital Token Account, and in which event, the Bank reserves the right to, in our absolute discretion, detain, return (by whatever means appropriate in the context, and after deducting the administrative fees and transaction costs for processing such return (including all transfer fees as incurred)), dispose of or otherwise deal with such Security Tokens (including taking any action as may be required for compliance with any Applicable Laws, or any policy of DBS Group, including those pertaining to the prevention of fraud, money laundering, terrorism financing and the provision of financial or other services to any person or entity which may be subjected to sanctions).

(d) In addition to and without prejudice to any other provision in this Agreement, the Bank may, in our absolute discretion, conduct any transfer in relation to your Digital Token Account or other Account, or add, alter, rectify and/or correct the particulars set out in your Digital Token Account or other Account, including to rectify or reverse any Error Trade or any other error.

3.5 Treatment of Instructions to Withdraw

(a) When we receive and accept any withdrawal instruction, the relevant amount of Digital Tokens will be earmarked and will not be available for the purposes of entering into or concluding any Digital Token Transactions.

(b) Settlement of any Instructions to withdraw Digital Tokens from the Digital Token Account may be delayed. Such delay may be due to, without limitation, the time taken for us or an Agent to process your Instructions, or to perform screening or other checks to ensure compliance with Applicable Laws.

3.6 Credits to the Digital Token Account

We are only obligated to credit the applicable quantity of Digital Tokens to the Digital Token Account upon receipt and acceptance by the Bank of the relevant Digital Tokens following settlement of the relevant “buy” Digital Token Order, or of the relevant Security Tokens following the issuance and allotment thereof in relation to an initial offering, corporate action or otherwise.

3.7 Debits from the Digital Token Account
The Bank is authorised by you to debit the applicable quantity of Digital Tokens from the Digital Token Account:
(i) upon a Matched Trade being formed and executed pursuant to a relevant “sell” Digital Token Order; or
(ii) in relation to any Security Token, upon a de-listing, corporate action or otherwise instructed by you.

3.8 Transfers of Digital Tokens

Unless the Bank agrees otherwise, any Digital Token which is not acquired through the Bank may not be transferred into your Digital Token Account and any Digital Token may not be transferred out of your Digital Token Account unless it is for settlement of trade perform on the Digital Exchange.

3.9 Supported Digital Tokens

The Bank reserves the right to at any time, in our absolute discretion and without your consent, without assigning any reason whatsoever, remove any Digital Token from the then-current list of Supported Digital Tokens (“Withdrawn Digital Tokens”), and cease to provide the Digital Token Custody Services or any other services (including the Digital Token Trading Services) in relation to such Withdrawn Digital Tokens.

3.10 Forks

(a) You acknowledge and accept that blockchain networks may be subject to changes in protocol rules resulting in a fork of the relevant network, and any Digital Payment Tokens or other cryptocurrencies newly created as a result of such forks shall not be deemed to be a “Supported Cryptocurrency” unless the Bank determines otherwise.

(b) You further acknowledge and agree that the Bank reserves the right to, in its absolute discretion, decide:

(i) whether to support the forked network, and the terms and conditions, including the associated costs, upon which the Bank will implement support of such forked network;

(ii) which cryptographic token of the branch(es) resulting from such fork to support; and

(iii) whether to detain, dispose of or however else deal with any Digital Payment Tokens or other cryptocurrencies newly created in connection with such forks,

and the Bank shall be under no obligation to (aa) notify you of any such forks and/or (bb) account to you, credit your Digital Token Account, or provide any of the Digital Token Services in relation to, any Digital Payment Tokens or other cryptocurrencies newly created in connection with such forks.

 

Standard Terms and Conditions Relating to Credit Facilities

These Standard Conditions shall apply to Facilities granted by the Bank to the Borrower.

A. General

1 Interest

1.1 Interest on all moneys due and/or owing by the Borrower (including, without limitation, additional or overdue interest) shall, unless the Bank specifically provides otherwise in writing, be calculated on a daily basis with monthly rests and compounded monthly on the last day of each calendar month based on a 365‑day or 360‑day year (as the case may be) or such other basis as may be determined by the Bank from time to time.

1.2 All interest (whether under this clause or other clause hereof) shall be charged and payable at the respective rates and dates provided under the Facility Documents up to the date of full payment of the amounts due, or the due date thereof, whichever is later, both before as well as after any judgement obtained.

1.3 Where interest rates are pegged to a reference rate, they are quoted on the condition that the reference rate will not be lower than zero. If the reference rate is negative for any interest period, the Bank shall, in a commercially reasonable manner (a) determine that the interest payable for that interest period is either 0% or (b) notify the Borrower of the alternative basis for interest payable, including, without limitation, a rate per annum being the Cost of Funds plus a margin.

1.4 Unless otherwise specified in the Facility Letter, any change in the interest rate will take effect on the date falling one (1) month after the date of the Bank’s written notice to the Borrower.


2 Additional Interest

2.1 Where the Borrower is permitted to utilise any facility prior to formal activation or if any amount under any Facility is unpaid on its due date or upon termination of that Facility or if any utilisation of any Facility has resulted in the permitted limit being exceeded, such utilised sum or overdue or excess sum will be subject to the Bank’s prevailing Overdue Interest Rate, and may be compounded monthly or at such other intervals as the Bank may determine subject to, in the case of utilisation of any facility prior to formal activation or exceeding the limits, a monthly minimum charge of such amount may be prescribed by the Bank from time to time.

2.2 Interest on overdue payments in respect of bills facilities shall be charged at the rate of 3% per annum above the contracted rate in the Bank’s facility letter thereof or on the Overdue Interest Rate, whichever is the lower, or such other rate(s) as the Bank may determine from time to time.

2.3 Interest on any bills facilities utilised by the Borrower prior to the formal activation of the facility pursuant to the facility letter thereof issued by the Bank to the Borrower or on an adhoc basis shall be charged at 3% per annum above DBS Prime or such other rate(s) as the Bank may determine from time to time. Interest on overdue payments in respect of such facilities used prior to such formal activation shall be charged at the Overdue Interest Rate.

2.4 Upon recall of any of the Facilities, interest shall be charged at the Overdue Interest Rate on the outstanding principal, interest and other money(s) due and owing to the Bank from the date of recall until the date of full payment.


3 Fees and Expenses

3.1 The Borrower shall pay all fees, Taxes, stamp duties, registration fees, legal fees on a full indemnity basis, administrative fees, insurance premiums, property tax, inspection or valuation fees or reasonable cost, charges and expenses incurred by the Bank or reimburse the Bank for such any such fees, duties, tax, cost, charges or expenses that are due and unpaid by the Borrower but paid by the Bank first on behalf of the Borrower (whether or not after the acceptance of the Facility Documents such Facilities are proceeded with or aborted or cancelled for any reason whatsoever prior to drawing or utilisation) in connection with the preparation, negotiation, preservation or protection, execution, registration and perfection, delivery, performance, exercise or enforcement of the Facility Documents, and all other documents in connection with the Facility Documents or the Facilities.

3.2 The Bank shall be entitled to charge the Borrower a facility fee for every calendar month (or other period as selected by the Bank from time to time) during which any such overdraft facility granted to the Borrower is not utilised by the Borrower. The facility fee shall be at such rate or amount as the Bank may prescribe from time to time and payable to the Bank at the end of each such calendar month or on the Bank’s earlier demand. Any facility fee not paid when due shall, at the Bank’s option, be debited to the Borrower’s overdraft account and thereafter treated as a principal sum drawn down under the overdraft facility and interest shall be payable thereon accordingly.


4 Right to Debit Accounts

The Bank is entitled at any time and without prior notice to the Borrower to debit the Borrower’s account with all sums payable by the Borrower (including but not limited to those under Clause 3, under or in connection with the Facility Documents). If the debiting results in the Borrower’s account becoming overdrawn or further overdrawn, as the case may be, interest shall be payable on the amount overdrawn or further overdrawn, as the case may be, at an interest rate determined by the Bank calculated on a daily basis with monthly rests and compounded monthly on the last day of each calendar month based on a 365‑day or 360‑day year (as the case may be) or Overdue Interest Rate, as the case may be, or such other basis as may be determined by the Bank from time to time subject to the relevant monthly minimum charge of such amount as may be prescribed by the Bank from time to time.


5 Right of Set‑Off

In addition to all other rights and remedies available to the Bank and without prejudice to any lien, guarantee, mortgage or other security (now existing or established at a later date), the Bank may at any time without notice (whether before or after demand), set‑off, combine, consolidate or merge any balances (whether in full or in part) standing to the credit of any of the Borrower’s accounts anywhere in or outside of Singapore (whether subject to notice or not and whether matured or not) and any other obligation of the Bank owed to the Borrower towards the satisfaction of the Total Indebtedness whether such Total Indebtedness be present or future, actual or contingent, joint or several, primary or collateral, accrued or not and notwithstanding whether the credit balances and the Total Indebtedness are in the same currency or not and the Bank is authorised to effect (or request the effecting of) any necessary transfers and currency exchanges at the Exchange Rate. The Bank will notify the Borrower promptly of any such set‑off, combination, consolidation or merger where practicable, but failure to do so or any delay in doing so does not invalidate the Bank’s exercise of such right.


6 Ruling‑Off Account

In addition to and without prejudice to any other rights of the Bank under the Facility Documents, if at any time any guarantee or other security for the Facilities is terminated, or for any reason which the Bank deems justifiable, the Bank may forthwith open a new or separate non‑interest bearing account (the “new account”) with the Borrower in the books and if the Bank does not in fact open such new account it shall nevertheless be deemed to have done so at the time of such termination and as from and after the time that new account was opened or so deemed to be opened, all payments made by or on behalf of the Borrower shall (notwithstanding any legal or equitable rule of presumption to the contrary) be credited or deemed to have been credited to the new account so opened and shall not go to reducing the Total Indebtedness at the time that new account was opened, unless the Bank expressly directs otherwise after all sums (actual or contingent) owing to the Bank under that new account have been paid and satisfied to the Bank in full or at any other time.


7 Information

The Borrower and each Security Provider shall provide the Bank immediately upon request all statements, information, materials and explanations (except information of a proprietary nature) regarding its operations and finances as may be reasonably required by the Bank from time to time.


8 Statement of Account

A statement or certificate in writing signed by the Bank or any person nominated by the Bank or any computer generated statement certifying (i) the amount due at any time in respect of any moneys owing or payable by the Borrower or any Security Provider to the Bank and/or any liabilities incurred by it and payable by the Borrower or any Security Provider to it under the Facility Documents or (ii) any interest rate applicable to it or Cost of Funds, or (iii) any outstanding positions/ exposures (including any marked‑to‑market exposures) or any matter under or relating to any foreign exchange contract, shall be final and conclusive of the matters to which it relates and shall be accepted and binding on the Borrower and each Security Provider, including in any legal or arbitration proceedings against the Borrower or any Security Provider (as the case maybe) or otherwise in connection with the Facility Documents unless (i) the Bank failed to exercise reasonable skill and care in respect of any such statement or certificate or (ii) any such statement or certificate was generated by the wilful default, forgery or negligence of the Bank or any of its employees, agents or servants. Each of the Borrower and the Security Providers further agree not to dispute the accuracy nor the authenticity of the contents of such records merely on the basis that such records were produced by or are the output of a computer system, and waives any right (if any) to so object. The entries in the accounts which the Bank maintains according to its usual practice shall be prima facie evidence of the existence and amount of obligations of the Borrower so recorded. Where required by law, the Bank will send to the Borrower and/or a Security Provider a statement, certificate and/or confirmation in respect of any Facility and/or Facility Documents. If the provision of such statement, certificate and/or confirmation is not required to be provided to the Borrower and/or a Security Provider by law, the Bank may still elect to deliver to the Borrower and/ or a Security Provider such documentation, however it shall be under no obligation to do so. Such statement, certificate and/or confirmation is conclusive and binding on the Borrower or the relevant Security Provider (as the case may be) unless the Borrower or the relevant Security Provider (as the case may be) objects in writing. Subject to the applicable laws, any objections need to be provided to the Bank within the time period stated on the statement, certificate and/ or confirmation. In the absence of any specific time period required by law in respect of such objection, objections are to be provided to the Bank within 14 days of the date of thereof. Each of the Borrower and Security Providers shall be deemed to have received such statement, certificate and/or confirmation on the next Business Day after it is sent by the Bank to the address, fax or telex number last notified by the Borrower or, as applicable, Security Provider to and recorded by the Bank.


9 Unlawfulness

If (in the Bank’s opinion) any order of court or the result of any change in, or in the interpretation, application or administration of, or introduction of, any Law (including, without limitation, those relating to Taxation, capital adequacy, liquidity, prudential limits, reserve assets and special deposits) renders it illegal, unlawful, unenforceable or commercially impracticable for the Bank to make or continue to make available any of the Facilities or any part thereof or to give effect or keep to the Bank’s obligations under the Facility Documents, the Bank will promptly give notice to the Borrower whereupon such Facility or the relevant part thereof shall be cancelled and the Borrower shall, within 14 days or such shorter period as the Bank may specify having regard to such Law, prepay without prepayment fee to the Bank all amounts then due to the Bank in respect of the whole or any relevant part of such Facility as may be necessary to secure compliance with the relevant Law.


10 Increased Costs

10.1 If (in the Bank’s opinion) any order of court or the result of any change in, or in the interpretation, application or administration of, or introduction of, any Law or the result of compliance with any Law (including, without limitation, those relating to Taxation, capital adequacy, liquidity, prudential limits, reserve assets and special deposits) is to:

  1. subject the Bank to Taxes or change the basis of the Bank’s Taxation with respect to any payment under any Facility Document (other than Taxes or Taxation on the Bank’s overall net income or profits imposed in the jurisdiction in which the Bank’s principal or lending office under the Facility Letter is located);
  2. increase the cost to, or impose an additional cost on, the Bank or its Affiliates in making or keeping a Facility available or maintaining or funding any Facility or its contingent liability;
  3. reduce the amount payable or the effective return to the Bank or its Affiliates under the Facilities or Facility Document;
  4. reduce the Bank’s or its Affiliates’ rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to its obligations under the Facility Documents; and/or
  5. require the Bank or its Affiliates to make a payment or forgo a return on or calculated by reference to any amount received or receivable by it under the Facility Letter,

    in each case:
    1. the Bank shall notify the Borrower in writing of such event promptly after it becoming aware of the same;
    2. the Borrower shall on demand pay to the Bank the amount which the Bank specifies is required to compensate it and/or its Affiliates for such increased cost, reduction, payment or forgone return or loss; and
    3. the Borrower may, within 7 days after receipt of such demand and upon giving not less than 14 days’ prior written notice to the Bank (such notice to be effective only upon receipt and is irrevocable) prepay all of the moneys owing to the Bank in accordance with and subject to the provisions of the Facility Letter.

10.2 For the purposes of this Clause, the Bank may allocate or spread costs and/or losses among its assets and liabilities (or any class thereof) on such basis as the Bank considers appropriate.


11 Change in Circumstances

11.1 If and whenever the Bank has determined (which determination shall be conclusive), that:

  1. by reason of any national or international, financial, political or economic conditions, currency availability or exchange controls, it is or will be impracticable for any Facilities to be drawn down or to remain outstanding in the currency in which it was made;
  2. there has been adverse change or any development likely to result in an adverse change in the economic, financial or political conditions, interest rates or currency market in Singapore; or
  3. deposits in the relevant currency are not available to the Bank in the Singapore inter‑bank market in the ordinary course of business in sufficient amounts to fund any Facilities for a particular interest period,

the Bank shall forthwith give notice (a “Determination Notice”) to the Borrower. After Determination Notice is given, the undrawn amount of the affected Facility shall not be utilised until notice to the contrary is given to the Borrower by the Bank. Where a Facility is outstanding, during the period of 7 days after any Determination Notice has been given by the Bank, the Bank shall certify an alternative basis (the “Substitute Basis”) for maintaining such Facility. The Substitute Basis may (without limitation) include alternative interest periods, alternative currencies or alternative rates of interest or a margin above the Cost of Funds. Each Substitute Basis so certified shall be binding upon the Borrower and any Security Provider and shall take effect in accordance with its terms from the date specified in the Determination Notice until otherwise notified by the Bank.

11.2 The Borrower may forthwith upon being notified of the Substitute Basis and in any case not later than 7 days after such notification, by giving the Bank not less than 14 days’ notice (such notice to be effective only upon receipt and is irrevocable), prepay on or before the expiry of such notice period all of the Facility in question in accordance with and subject to the provisions of the Facility Letter.

12 Material and Adverse Change Affecting Foreign Currency

If and whenever the Bank has determined (which determination shall be conclusive), that by reason of any national or international, financial, political or economic conditions, currency availability or exchange controls, a Foreign Currency requested for by the Borrower is unavailable to the Bank, the Borrower’s request for such Foreign Currency shall (upon the Bank’s notification to the Borrower of the unavailability) be deemed to be withdrawn and the Borrower may request for an alternative Foreign Currency subject to the terms of the Facility Letter and to availability.


13 Notices

13.1 Any notice or communication to the Borrower or a Security Provider (as the case may be) may be given in writing or orally. If in writing, it may be delivered personally, or by post, courier, facsimile, SMS or electronic mail to the last known address, number or electronic mail details or to such other address, number or electronic mail details as the Borrower or the relevant Security Provider (as the case may be) may have notified the Bank in writing or by other electronic means or on the Bank’s website and will be deemed to be given or made or received:

  1. if delivered personally, at the time left at the relevant address;
  2. if sent by post (airmail, if overseas), 2 days after posting or 7 days after posting if by airmail, notwithstanding that it is returned by the post office undelivered;
  3. if sent by registered mail or courier, on the date it is delivered or delivery is attempted, notwithstanding that it is undelivered or returned undelivered;
  4. if sent by facsimile, at the time shown on the transmission report as being successfully sent;
  5. if sent by electronic mail or SMS, at the time of delivery from the Bank’s electronic messaging system notwithstanding that it was not successfully delivered;
  6. if delivered via other electronic means, 24 hours after the Bank sends it notwithstanding that it was not successfully delivered;
  7. if orally, when given to the Borrower or the relevant Security Provider (as the case may be) or person authorised to accept such demand or notice as set out in the Bank’s records.

13.2 Any notice or communication in relation to the Facilities to the Bank must be given in writing at its address notified to the Borrower or the Security Provider (as the case may be) and shall be deemed to be given or made or received only on the day of actual receipt by the Bank and it being agreed that the burden of proving receipt will be on the sender.

13.3 In addition where there is more than one Borrower or Security Provider, any demand or notice may be served by the Bank on either/any of the Borrowers and/or Security Providers (as the case may be) and such service shall be deemed to be sufficient service in respect of both/all the Borrowers and/or Security Providers (as the case may be).


14 Indulgence of Bank

14.1 No failure or delay by the Bank in exercising or enforcing any right or remedy available to it (collectively “Rights”) shall constitute a waiver of such Rights or limit, prejudice or impair the Bank’s right to take any action or to exercise any Rights against the Borrower and/or any Security Provider without notice or demand, or render the Bank responsible for any Losses arising therefrom nor shall any single or partial exercise by the Bank of the Rights preclude any other or further exercise thereof or the exercise of any other rights or remedies. The Rights of the Bank are cumulative and not exclusive of any other rights, power, privilege, claim or remedy available at Law or otherwise.

14.2 Without limiting the foregoing, no waiver by the Bank of any breach of the Facility Documents shall be deemed to be waiver of any subsequent breach by the Borrower or the relevant Security Provider.

14.3 Time shall be of the essence but the Bank may grant time or other indulgence to the Borrower and/or any Security Provider or any other person, without in any way impairing or affecting any of the Bank’s rights as against the Borrower and/or any Security Provider (as applicable) or any such other person.

14.4 The Bank may accept late or partial payment of amounts due to the Bank or as settlement of any matters in dispute, without prejudice to any of the Bank’s rights under the Facility Document or at Law, and it shall not be treated as an amendment to the Facility Documents nor waiver thereof.


15 Change of Address

Any change of address or contact details of the Borrower or any Security Provider must be promptly notified to the Bank in writing or in any other manner agreed to by the Bank.


16 Right of Disclosure

16.1 The Borrower and each Security Provider permits the Bank to disclose and/or transfer (whether with or without notice to the Borrower and/or Security Providers (as the case may be) and whether orally or in writing) to the extent not prohibited by applicable Laws, any information relating to the Borrower and each Security Provider, any of their respective accounts or assets and/or any transactions or dealings between the Bank and the Borrower and/or the Security Provider (as the case may be) (including details of Transactions) in accordance with the DBS Privacy Policy. In addition, the Bank may transfer such data to:

  1. any employees, directors and officers of any Affiliates of the Bank;
  2. any agent, contractor or third party service provider (or a subsidiary, holding company or related company thereof) that provides financial, administrative, data management or archiving, telecommunications, computer, payment or securities clearing, data processing, market research or other services to the Bank or any of its Affiliates in connection with the operation of its business (including their employees, directors and officers);
  3. any person providing a guarantee or security in favour of the Bank to guarantee or secure the Borrower’s obligations to the Bank or to any professional adviser of such person;
  4. any person who has or will incur obligations to the Bank pursuant to which the Borrower is providing a guarantee or security in favour of the Bank or to any professional adviser of such person;
  5. any professional advisers acting for the Bank, the Borrower or a Security Provider;
  6. such Relevant Authorities to whom the Bank deems fit to disclose information, for purposes in connection with any Account of the Borrower and/or the Security Provider (as the case may be), any products, services and facilities from time to time offered by the Bank or Transactions;
  7. any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;
  8. any actual or proposed assignee of the Bank or participant or sub‑participant or transferee of the rights of the Bank in respect of the Borrower;
  9. any other banks, financial institutions, credit or charge card companies or agencies for the purposes of verifying the information provided for or ascertaining the Borrower’s and/or Security Provider’s financial situation;
  10. to the extent and for such purposes as permitted under or pursuant to the Banking Act 1970, any credit bureau recognized as such by the Monetary Authority of Singapore;
  11. the insurer, valuer or proposed insurer or valuer of the Asset;
  12. any person with the consent of the Borrower and/or the Security Provider (as the case may be);
  13. any person or organization for the purpose of collecting and recovering for and on behalf of the Bank, or securing for the Bank’s benefit or repaying on the Borrower’s or Security Provider’s behalf, any sums of money owing to the Bank from the Borrower or Security Provider (as the case may be); and
  14. pursuant to any contractual or other commitment (which may be within or outside Singapore).

Use of any personal data shall be in accordance with the DBS Privacy Policy.

16.2 The Borrower and each Security Provider agrees that the DBS Privacy Policy issued, as may be amended, supplemented and/or substituted from time to time.The DBS Privacy Policy is available at www.dbs.com/privacy or from any DBS or POSB branch.

16.3 The Borrower and each Security Provider confirms that they have the permission of each individual whose personal data they respectively give to the Bank for the Bank to receive, hold, process and use those data in line with the Privacy Policy.

16.4 The Borrower and each Security Provider further agree that the Bank may:

  1. verify, provide and collect information about the Borrower and each Security Provider from other organisations, institutions or other persons;
  2. transfer data outside Singapore; and
  3. compare any data obtained from the Borrower and each Security Provider and use the results for the taking of any actions including actions that may be adverse to their interest.

16.5 The Bank’s rights under this Clause 16 shall be in addition and without prejudice to any other rights of disclosure which the Bank may have under any Laws and nothing herein is to be construed as limiting any of those other rights.


17 Other Terms and Conditions

17.1 Any Facility Letters (and each amendment, modification and waiver in respect of it) may be executed in counterparts, all of which, taken together, shall constitute one and the same letter.

17.2 If there is any conflict or inconsistency between these Standard Conditions and those contained in the Facility Letter, the terms and conditions in the Facility Letter shall prevail.

17.3 The Bank may from time to time in its sole and absolute discretion amend, add to, revise, modify, replace, and/or vary these Standard Conditions or any part thereof by notice in writing and such variation shall take effect from the date stipulated by the Bank in its notice.

17.4 Any payment under the Facility Documents due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not). During any extension of the due date for payment of any principal or unpaid sum, interest is payable on the principal or unpaid sum at the rate payable on the original due date. If an interest period would otherwise end on a day which is not a Business Day, that interest period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is none)

17.5 These Standard Conditions are supplemental to and should be read in conjunction with the DBS Treasures Agreement, Terms and Conditions Governing Investment Products, Mortgage Loan Terms & Conditions, where applicable. If there is any conflict or inconsistency between these Standard Conditions and the DBS Treasures Agreement, these Standard Conditions shall prevail.


18 Governing Law

18.1 Unless otherwise expressly stated, these Standard Conditions, the Facility Letter and all matters relating to the Facilities shall be governed by and construed in accordance with the laws of Singapore. The Borrower and each Security Provider submit to the jurisdiction of the Singapore courts, but without prejudice to the Bank’s right to commence proceedings in any other jurisdiction whether concurrently or not.

18.2 The service of legal process may be effected on the Borrower or any Security Provider by leaving or mailing a copy thereof by registered or certified prepaid airmail post to the Borrower or the relevant Security Provider (as the case may be) at the Borrower’s or the relevant Security Provider’s last known address in the Bank’s records, such service becoming effective on the date it has been left at that address (if served by personal delivery) or 7 calendar days after such mailing, notwithstanding that it is returned by the post office undelivered. Nothing herein shall affect and/or limit the Bank’s right to serve process in any other manner permitted by Law in any jurisdiction.

18.3 For any persons appointed by the Borrower or any Security Provider to be its agent (“Process Agent”) to accept service of process in any proceedings in relation to any Facility Document, such service shall be deemed to be good and effectual service of process on the Borrower or the Security Provider on delivery to the Process Agent, whether or not it is forwarded to the Borrower or the Security Provider by the Process Agent. If for any reason the Process Agent ceases to be able to act as such or no longer has an address in Singapore, the Borrower or the Security Provider (as the case may be) agrees to appoint a new process agent acceptable to the Bank, and to deliver to the Bank a copy of the new agent’s acceptance of that appointment, within 7 calendar days thereof.


19 Severability

The invalidity, illegality or unenforceability of any provision herein under any applicable Law shall not affect the validity, legality or enforceability under the Law of any other jurisdiction nor the validity, legality or enforceability of any other provisions.


20 Rights and Obligations Binding on Borrower and Security Provider

The rights given to the Bank in the Facility Documents and the obligations of the Borrower or any Security Provider to the Bank shall be binding on the Borrower or each Security Provider and each of their successors and shall not be determined or discharged or in any way prejudiced or affected by (i) any liquidation (whether compulsory or voluntary), receivership, insolvency or winding‑up affecting the Borrower or any Security Provider or any change of or effect on the Borrower’s or any Security Provider’s (or any of its partners, as the case may be) constitution whether by way of amalgamation, consolidation, reconstruction or otherwise, or (ii) any change in the Bank’s constitution whether by way of amalgamation, consolidation, reconstruction or otherwise, or (iii) any death, bankruptcy, insanity, invalidity, retirement, admission, dissolution or other disability affecting the Borrower or any Security Provider (or any of its partners as the case may be), or (iv) any Events of Force Majeure.


21 Indemnity

21.1 The Borrower shall fully indemnify the Bank against all Losses(including broken funding cost and, foreign exchange losses) howsoever suffered or incurred by the Bank as a result of or in connection with any advances prepaid, any advances requested for but not made, unwinding costs for foreign exchange or any derivative transactions terminated before the contracted maturity date unless arising solely and directly from the gross negligence, wilful default or fraud of the Bank.

21.2 Each Security Provider shall fully indemnify the Bank from and against:‑

  1. all Losses, suffered or incurred by the Bank in consequence of or arising from the Facilities and/or the Facility Documents to which that Security Provider is a party, or for anything done or omitted in the exercise or purported exercise of the powers herein contained or occasioned by that Security Provider’s breach of any representation, warranty, undertaking or obligations to the Bank therein; and
  2. all claims, actions and proceedings against the Bank by any purchaser of any Assets provided as collateral to the Bank under any Facility Document and any Losses which the Bank may suffer or incur or by reason of any defect in the Security Provider’s title to those Assets.

21.3 Each Security Provider shall pay the Bank on demand the amount indemnified and shall pay interest on the sums demanded at the default interest rate as the Bank may in its absolute discretion determine after the date of demand.


22 Currency Indemnity

22.1 If any sum due from a Borrower or any Security Provider under the Facility Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

  1. making or filing a claim or proof against the Borrower or that Security Provider; or
  2. obtaining, satisfying or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

the Borrower and that Security Provider shall as an independent obligation, within three Business Days of demand, indemnify the Bank to whom that Sum is due against any Losses arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

22.2 The Bank shall use the rates of conversion as the Bank may decide at its sole and absolute discretion.

22.3 The Borrower and the Security Providers each waive any right it may have in any jurisdiction to pay any amount under the Facility Documents in a currency or currency unit other than that in which it is expressed to be payable.


23 Acknowledgement of Risk

23.1 The Borrower and the Security Providers each acknowledges that the Facilities granted in a currency other than the Borrower’s base currency may, because of the lower interest rates in relation to such other currencies, provide potentially cheaper borrowing costs. However, possible adverse currency movements may eliminate the benefit of cheaper borrowing costs and result in substantial losses.

23.2 The Borrower and the Security Providers each acknowledges that it is aware of the risk of movements of both interest and exchange rates and has considered the same prior to borrowing in foreign currencies.

23.3 The Borrower and the Security Providers each acknowledges and agrees that:

  1. Where the Bank approves any Facilities to be disbursed in Renminbi (“RMB”), the Bank may use the term “CNH” in certain documents relating to such Facilities disbursed or to be disbursed in RMB to denote the RMB that is freely available outside of the People’s Republic of China (the “PRC”). References to the PRC exclude the Hong Kong and Macau Special Administrative Regions. As RMB is currently not a freely convertible currency and the transfer of RMB to and from the PRC is restricted, conversion of RMB through the Bank is dependent on the availability of RMB outside of the PRC and may be subject to restrictions prevailing at the relevant time.
  2. All Facilities which may be disbursed in any Foreign Currency as approved by the Bank and any other related transaction shall be dependent on availability of such currencies and shall be subject to, and the Borrower will comply at all times with, all applicable Law and any amendments or changes thereto that are now or hereafter issued by any Relevant Authority. The Bank is not in any way obliged to inform the Borrower of or ensure the Borrower’s compliance with any such applicable Law and any such amendments or changes thereto.
  3. The Bank shall not be responsible or liable to the Borrower or any Security Provider or any other person whatsoever for the diminution in the value of any Foreign Currency due to Taxes or depreciation or for the unavailability of such Foreign Currency, unavailability of an exchange rate for such Foreign Currency due to restrictions on convertibility or of any other Events of Force Majeure. In addition, if the currency’s country of origin restricts conversion, availability, credits or transfers of such currency, the Bank shall have no obligation to pay the Borrower or, if applicable, any Security Provider such sums in such currency or any other currency. In such an event, the Borrower or any Security Provider agrees to irrevocably waive all claims and/or rights which it may have against the Bank in relation to any Losses which it may suffer or incur.

24 Taxation

24.1 All amounts payable by the Borrower or any Security Provider shall be made without set‑offs, counterclaims, restrictions, conditions or deductions of whatsoever kind and shall be made free and clear of any deduction or withholding of any Taxes.

24.2 If the Borrower or any Security Provider is required by any Law to make any such deduction or withholding, the Borrower or the relevant Security Provider shall (i) promptly pay to the Bank such additional amounts to ensure that the Bank receives a net amount equal to the full amount which the Bank would have received if no such deduction or withholding has been made; and (ii) pay the full amount deducted or withheld to the appropriate authority promptly and in accordance with applicable Law and to immediately upon such payment, deliver to the Bank within 30 days (or such period as the Bank may require) after the due date of the payment of such deduction or withholding, the receipt issued by such authority evidencing such deduction, withholding or payment.

24.3 If the Bank is required by Law to make any payment of Taxes (other than tax on its overall net income), on or calculated by reference to any amounts paid by the Borrower or any Security Provider, then the Borrower or that Security Provider shall on demand pay to the Bank an amount sufficient to fully indemnify the Bank against such payment.

In the event that any Taxes are now or hereafter required by Law to be paid on or in respect of any sums payable to the Bank or any other matters under or relating to the Facilities or any security relating to the Facilities, the same shall be borne by the Borrower and the Borrower shall pay to the Bank the amount of any such Taxes (or such part thereof which the Law does not prohibit the Bank from collecting from the Borrower) on or before the same becomes due under Law, in addition to all other sums payable to the Bank in relation to the Facilities and the Borrower shall fully indemnify the Bank against payment thereof. The Bank shall have the right to debit the same from the Borrower’s account.


25 Right of Review

25.1 The Facilities are uncommitted and payable on demand and accordingly, the availability and/or utilization of the Facilities or any part thereof is subject entirely to the Bank’s sole and absolute discretion, unless the Facility Letter provides otherwise.

25.2 Additionally, the Bank may review any or all Facilities from time to time at its sole and absolute discretion and notwithstanding any other provisions of the Facility Letter, these Standard Conditions or any other document, the Bank may at its sole and absolute discretion and without prior notice to the Borrower immediately vary, terminate, reduce, revise, suspend, cancel or withdraw the Facilities or any of them and/or demand immediate repayment of all sums owing to the Bank under the Facilities (whether due or not). Amounts owing under any Facilities including accrued interest, shall be payable by the Borrower on demand.

25.3 Without limiting the Bank’s right to terminate any Facilities and demand immediate repayment at any time, the Borrower acknowledges that the Bank may do so if, in its absolute opinion, the Bank finds that the credit rating by any competent rating agency of any insurer issuing any insurance policy provided to the Bank as collateral unsatisfactory or unacceptable.

25.4 Without prejudice to any other rights of the Bank, the Bank reserves the right and shall be entitled at any time and from time to time at its absolute discretion to:

  1. demand payment from the Borrower of the monies that the Bank may be liable for under any Letters of Guarantee, Bank Guarantees, Standby Letters of Credit and/or Letters of Credit or any other contingent type transactions, issued under or pursuant to the Facilities, notwithstanding that the beneficiary under each of the aforesaid has not made any claim on the Bank, and upon demand made by the Bank, such monies demanded by the Bank shall become due and owing and shall be forthwith payable by the Borrower; and/ or
  2. require the Borrower to procure the complete and unconditional release of all Letters of Guarantee, Bank Guarantees, Standby Letters of Credit and/or Letters of Credit or any other contingent‑type transactions, issued under or pursuant to the Facilities by the Bank or to pay to the Bank such sums as necessary to procure the release or to keep the Bank in such funds as to enable the Bank to fully pay off and discharge all of its liabilities (whether actual or contingent) under each of the aforesaid.

26 Documentation and Availability

Subject to the terms and conditions of the Facility Letter and to the Bank’s sole and absolute discretion to permit otherwise, the Facilities shall become available for utilisation only after the Bank has received from the Borrower or any Security Provider such documents and/or conditions precedent (including but not limited to external legal opinion at the cost and expense of the Borrower or any Security Provider) as the Bank may require from time to time or impose in the Facility Letter.


27 Assignment and Transfer

None of the Borrower and the Security Providers shall assign, novate or transfer any or all its rights or obligations under the Facility Documents to which it is a party without the prior written consent of the Bank. The Bank may at any time without the consent of and without notice to the Borrower, any Security Provider or any other person assign, novate or transfer any or all of its rights and/or obligations under any Facility Document to any person as the Bank shall in its sole and absolute discretion think fit. Any such assignee or transferee shall be entitled to the full benefit of such rights and/ or obligations as if it were the Bank in respect of the rights or obligations assigned or transferred to it.


28 Further Act or Assurance

28.1 The Borrower and each Security Provider shall (and they shall procure that its Affiliates will) if and when required by the Bank, and entirely at its own expense, provide such additional security that is acceptable in form and substance to the Bank and do all such acts or execute all such documents as the Bank may reasonably specify in favour of the Bank or its nominee(s)) overall or any of the existing or additional security necessary to vest or enable the Bank to vest title to the existing or additional security in the Bank or its nominee(s) or in such other person as the Bank may direct or for perfecting, protecting or maintaining the existing or additional security created or intended to be created or for facilitating the realisation of such existing security or additional security.

28.2 For the purpose of this Clause 28, a notice in writing by the Bank to the effect that any particular assurance, act or documents is required by it shall be conclusive evidence of such fact.

28.3 For the purpose of this Clause 28 only, “Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.


29 Rights of Third Parties

A person who is not a party to the Facility Documents may not enforce or enjoy the benefit of any of its terms under the Contracts (Rights of Third Parties) Act 2001 of Singapore.


30 Suspense Accounts

The Bank shall have the right to credit any monies received under or in connection with the Facility Documents into a non‑interest bearing suspense account for so long as the Bank thinks fit, without any obligation to apply the same or any part thereof in or towards the discharge or settlement of any part or all of the Total Indebtedness, unless and until the Bank has received the full amount of the Total Indebtedness in respect of which such monies was received.

31 Representations and Warranties

31.1 The Borrower and each Security Provider individually represent and warrant to the Bank that:

  1. where it is a corporation or Unincorporated Entity, the Borrower and each Security Provider is duly incorporated or otherwise properly constituted and validly existing and has power to own its property and assets under the Law of its place of incorporation or constitution and where it is an individual or a partner of a partnership, is at least the legal age of majority and independent;
  2. the Borrower and each Security Provider has full capacity, power and authority to execute, deliver, exercise its rights, perform and comply with its obligations under the Facility Documents;
  3. the Borrower ’sand each Security Provider’ sexecution and delivery of and performance of its obligations under the Facility Documents does not and will not violate or conflict with or constitute a default or exceed any limitation under any provision of its constitutional documents (where it is a corporation or Unincorporated Entity) or constitutive documents of the trust (where it is acting as trustee) or any instrument or agreement with any other party or of any Law;
  4. the Facility Documents constitute the Borrower’s and each Security Provider’s legal, valid and binding obligations enforceable against it in accordance with its terms;
  5. the choice of Singapore law as the governing law of the Facility Documents will be recognised and enforced in its jurisdiction of incorporation or constitution or residence and any judgment obtained in Singapore in relation to the Facility Documents will be recognised and enforced in its jurisdiction of incorporation or constitution or residence;
  6. it is not required under the Law of its place of incorporation or constitution or residence to make any deduction for or on account of Tax from any payment it may make under any Facility Document;
  7. under the Law of its jurisdiction of incorporation or constitution or residence, it is not necessary that the Facility Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Facility Documents or the transactions contemplated by the Facility Documents and if any aforementioned is necessary, each of the Borrower and the Security Providers represents and undertakes that all of such aforementioned action or payment have been done or will be done within the requisite time;
  8. all actions, conditions and anything whatsoever (including but not limited to, the obtaining or maintaining of authorisations, consents, approvals or licenses including exchange control approvals) required or desirable in order to enable the Borrower or each Security Provider to lawfully enter into, exercise its rights under, perform and comply with its obligations under the Facility Documents, to make the Facility Documents admissible in evidence in its jurisdiction of incorporation or constitution or residence, to create the security under the Facility Documents or to carry on its business (and which are material) have been taken, obtained, fulfilled and are in full force and effect;
  9. no event has occurred which constitutes, or which with the giving of notice and/or the lapse of time and/ or a relevant determination would constitute, an Event of Default or a contravention or default under, any agreement or instrument to which the Borrower or any Security Provider is an affected party or is subject to, being a contravention or default which might either have an adverse effect on the business activities, assets or financial condition of the Borrower or any Security Provider or which might adversely affect the ability of the Borrower or any Security Provider to observe or perform any of its obligations under the Facility Documents or constitute an Event of Default under the Facility Documents;
  10. all information supplied by the Borrower and any Security Provider was true, complete and accurate in all material respects as at the date it was given and was not misleading in any respect;
  11. no information has been given or withheld results in the information being untrue or misleading in any material respect;
  12. no action, suit or proceedings at law or in equity (whether in Singapore or elsewhere) before any court, tribunal, arbitral or administrative body or government agency that is likely to affect the legality, validity or enforceability against the Borrower or any Security Provider of the Facility Documents or of the Borrower’s or any Security Provider’s ability to perform the obligations under the Facility Documents, is pending or, to the Borrower’s or any Security Provider’s knowledge, threatened;
  13. no Insolvency Event has occurred or will occur in respect of the Borrower, any Security Provider or any of their Related Companies;
  14. no grounds exist for the making of a winding up, judicial management, administration, or bankruptcy application or procedure against the Borrower, any Security Provider or any of their Related Companies;
  15. all Assets provided as security to the Bank under the Facility Documents are beneficially owned by the Borrower and each Security Provider free from any lien, charge or other encumbrance and/or restriction other than created in favour of the Bank or fully disclosed to the Bank and the Borrower and/or the Security Provider (as applicable) has good and marketable title to those assets; and
  16. the Borrower and each Security Provider has not been committed or convicted of any serious tax crimes or been subject to any investigation or criminal proceedings, whether in Singapore or elsewhere, in relation to tax matters nor does the Borrower or any Security Provider have knowledge of such investigations or proceedings being taken against any of them and none of the Assets provided as security to the Bank constitutes proceeds from serious tax crimes.

31.2 Each of the above representations and warranties will be correct and complied with at all times during the availability of the Facilities and so long as any sum payable under the Facility Documents. The Borrower and each Security Provider undertakes to promptly notify the Bank in writing if any of these representations and warranties cease to be accurate or complete.


32 Covenants and Undertakings

The Borrower and each Security Provider, individually irrevocably and unconditionally covenants and undertakes that, at all times during the availability of any Facility, that it shall:

  1. maintain, and where necessary obtain in the future at the Borrower’s or Security Provider’s own cost, all necessary consents, licenses, approvals required by the Borrower or Security Provider to perform and comply with its obligations under the Facility Documents including requisite exchange control approvals;
  2. comply in all respects with all Law to which it may be subject, if failure so to comply would materially impair its ability to perform its obligations under the Facility Documents;
  3. promptly provide to the Bank the financial statements of the Borrower and each Security Provider upon the Bank’s request from time to time;
  4. promptly notify the Bank in writing:
    1. of any change to the information provided to the Bank;
    2. in the event that any order or warrant is issued against the Borrower or any Security Provider or any of the Borrower’s or any Security Provider’s assets under any applicable anti‑money laundering Law, including and not limited to the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 of Singapore;
    3. of any or any intended, threatened or pending Insolvency Event in respect of the Borrower, any Security Party or any of their Related Companies; and
    4. of occurrence of any Event of Default or any event which may potentially constitute an Event of Default; and
  5. promptly procure the stamping, lodgement, filing and registration of all or such of the Facility Document(s) with the applicable governmental or other authorities of any relevant jurisdiction in accordance with the Laws of that jurisdiction or as the Bank may be advised is beneficial for the validity, enforceability or priority of the security thereunder before the Facility(ies) is/are activated and any subsequent amendment and/or renewal of such registration before the expiry of the current registration in order to protect the priority of the security. If the Bank does not receive the required documentary evidence of registration of the security interest or any amendment or renewal of registration before such activation, renewal or expiry, the Borrower and each Security Provider agree the Bank may (but is not obliged to) arrange for and procure such registration, amendment or renewal of registration on such terms and/or take any other steps or actions as the Bank deems fit and debits any of the Borrower’s and/or the Security Provider’s account(s) for the fees, charges, costs (including legal fees on a full indemnity basis) and expenses so incurred.

33 Additional Undertakings for Insurance Policy Provided to The Bank as Security

Where any insurance policy is provided to the Bank as security for any Facility, each Security Provider irrevocably and unconditionally covenants and undertakes that, at all times during the subsistence of that security, it:‑

  1. will not make or agree to any amendment, modification or variation of any terms of the insurance policy including but not limited to any request for any change of life insured or change of beneficiary or any request to pay any benefit or proceedings under the insurance policy, save with the prior written consent of the Bank which the Bank may (but is not obliged to) grant subject to such conditions as the Bank may deem fit to impose at its sole and absolute discretion;
  2. will procure the insurer to provide the following to the Bank:‑
    1. the revaluation of the CSV of the insurance policy at least on a quarterly basis;
    2. an acknowledgment of receipt of the insurance premium paid;
    3. the insurer’s original acknowledgment of the notice of assignment in form and substance acceptable to the Bank;
    4. copy of each form effecting or purporting to effect a change of beneficiary of the insurance policy;
    5. duplicate original of the insurance policy in form and substance containing terms acceptable to the Bank, including the endorsement stating the insurance policy has been assigned to the Bank; and
    6. if there has been any transfer of the insurance policy before it is transferred to the Security Provider, a copy of each transfer form effecting the assignment or transfer of the insurance policy from the previous policy owner(s) to the relevant Security Provider and the endorsement thereon evidencing the same and an original acknowledgment by the insurer that the insurance policy has been assigned by the previous policy owner(s) to the relevant Security Provider.

34 Co‑Borrower

In the event the Borrower consists of more than one person:‑

  1. if any part of a Facility is utilised by any one or more of the Borrowers, the Bank has no duty to inform the other Borrower(s) of such utilisation; any demand for payment on any one or more of the Borrowers shall be treated as a valid demand on all the Borrowers;
  2. the expression “Borrower” refers to the Borrowers collectively and individually and notwithstanding anything contained in the Facility Letter, all covenants, agreements, undertakings, stipulations, conditions, representations, warranty and other provisions of the Facility Documents and their liability thereunder shall be deemed to be made by and binding on them jointly and severally;
  3. the Facility or Facilities (as the case may be) will be made available to the Borrowers on a joint and several basis;
  4. the Bank may release or discharge any one or more of the Borrowers from the liability under the Facility Letter or compound with, accept compositions from or make any other arrangement with any of such Borrower(s) without, in consequence, releasing or discharging or otherwise prejudicing or adversely affecting its rights and remedies against any other Borrower(s); and
  5. the fact that any Borrower is not, or ceases to be, bound by the provisions of the Facility Letter (for whatever reason) shall not discharge the other Borrower(s) who shall be and continue to be bound by the Facility Letter.

B. Additional Terms Applicable To Bank Guarantee Or Standby Letter Of Credit Facility

35 Each Bank Guarantee and/or Standby Letter of Credit must not exceed such period as the Bank may allow in its sole and absolute discretion and shall be for such amount, on such terms and conditions and in such form and substance, as may be approved by the Bank.

36 In addition to Singapore Dollars and subject to the availability of funds and convertibility, a Bank Guarantee and/ or Standby Letter of Credit Facility shall be available in an Available Currency.

37 Subject to the Bank’s sole and absolute discretion to allow otherwise, the commission for each Bank Guarantee and/ or Standby Letter of Credit shall be paid in one lump sum in advance on or before the date of issue or renewal (as the case may be) and will be calculated based on a minimum period of one (1) year. No part of any such commission shall be refundable to the Borrower in respect of any period (for which such commission shall have been paid) following the discharge and cancellation of the relevant Bank Guarantee and/or Standby Letter of Credit or in any other circumstances whatsoever.

38 The Borrower and/or any Security Provider (as the case may be) undertakes to keep the Bank fully indemnified from and against any Losses which the Bank may sustain, suffer or incur in relation to, arising out of or in connection with the Bank Guarantees and/or Standby Letters of Credit or in acting as the issuing bank under the Bank Guarantees and/or Standby Letters of Credit and authorises the Bank to deduct the same from the Borrower’s account (or the account of a Security Provider, as the case may be) without prior notice.

39 The Bank shall at all times be entitled to make any payment demanded under a Bank Guarantee and/or Standby Letter of Credit (and the Borrower irrevocably and unconditionally authorises the Bank to make such payment) without further investigation or enquiry as to the bona fide nature, validity or genuineness of such demand notwithstanding:

  1. such sum may not have been properly due to the Beneficiaries for any reason whatsoever, whether known to the Bank or that such demand was not valid or genuine;
  2. any demand is made for payment of any sums of moneys whatsoever due and owing to the Bank by the Borrower. In such a case, the Borrower shall without demand immediately procure the complete and unconditional release of the Bank from all its liabilities and obligations under all a Bank Guarantee(s) and/or Standby Letter(s) of Credit (as may be applicable) failing which the Borrower shall without demand immediately pay to the Bank such sums as may be necessary to be paid to the beneficiaries or any other persons whatsoever under or in relation to all or that Bank Guarantee(s) and/or Standby Letter(s) of Credit (as may be applicable) in order for the Bank to obtain a complete and unconditional release from its liabilities and obligations under all or such Bank Guarantee(s) and/or Standby Letter(s) of Credit (as may be applicable) together with all costs and expenses incurred or which may be incurred by the Bank in respect thereof; or
  3. the Bank Guarantee and/or Standby Letter of Credit or any provision thereof or any other document is void, voidable or invalid or is not binding on or enforceable against the Borrower or the Bank,

    and accordingly it shall not be a defence to any demand made to the Borrower, nor shall any of the Borrower’s obligations hereunder be affected or impaired by the fact that the Bank was or might have been justified in refusing payment, in whole or in part, of the amounts so claimed. The Borrower acknowledges that the Bank:
    1. is not obliged to carry out any investigation or seek any confirmation from any other person before paying a claim under a Bank Guarantee and/or Standby Letter of Credit; and
    2. deals in documents only and will not be concerned with the legality of a claim or any underlying transaction or any available set‑off, counterclaim or other defence of any person.

40 All payments made by the Bank pursuant to any Bank Guarantee and/or Standby Letter of Credit and all payments made by the Bank to obtain a complete and unconditional release of any Bank Guarantee and/or Standby Letter of Credit shall be immediately repaid to the Bank on demand and until so repaid shall bear interest at the rate or rates per annum as the Bank may from time to time stipulate from the date of such payment by the Bank until the date of repayment to the Bank.

41 The obligations under Clauses 38 to 40 are continuing obligations and will extend to the ultimate balance of sums payable by the Borrower in respect of any Bank Guarantee and/or Standby Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.

42 The obligations under Clauses 38 to 40 will not be affected by any act, omission, matter or thing which, but for this Clause 42, would reduce, release or prejudice any of its obligations under Clauses 38 to 40 (without limitation and whether or not known to it or any other person) including:

  1. any time, waiver or consent granted to, or composition with, the Borrower, any Security Provider, any Beneficiary or any other person;
  2. the release of the Borrower, any Security Provider or any other person under the terms of any composition or arrangement with any creditor or any other person;
  3. the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Borrower, any Security Provider, any Beneficiary or other person or any non‑presentation or non‑observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
  4. any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Borrower, any Security Provider, any Beneficiary or any other person;
  5. any amendment (however fundamental) or replacement of a Facility Document, any Bank Guarantee and/or Standby Letter of Credit or any other document or security;
  6. any unenforceability, illegality or invalidity of any obligation of any person under any Facility Document, any Bank Guarantee and/or Standby Letter of Credit or any other document or security; or
  7. any bankruptcy, insolvency or similar proceedings.

C. Additional Terms Applicable To Term Loan Facility (“TL FACILITY”)

43 Repayment

Interest shall be payable on the last day of each interest period.


44 Prepayment

Prepayment is always subject to agreement by the Bank and sufficient notice being provided by the Borrower, and subject always to the Bank’s internal requirements and policies. After any prepayment, the TL Facility shall be repayable in accordance with the revised repayment schedule to be notified to the Borrower subject always to the overriding right of the Bank to demand immediate repayment of all sums owing under the Facility Letter. The Bank reserves the right to impose an early pre-payment fee if the Borrower would like to pre-pay the loan (whether partially or fully) before its maturity date.

D. Additional Terms Applicable To Multi-Currency Revolving Term Loans (“MRTL”) And Revolving Term Loan Facilities

45 Interest accrued on each Drawing under any Facility under this Section D shall be payable in arrears on the last day of the interest period applicable to that Drawing (the “Maturity Date”).

46 Each Drawing of any Facility under this Section D, together with interest thereon, shall be repaid in full on its Maturity Date (unless the Bank agrees that it be rolled over).

47 The interest period applicable respectively to:‑

  1. Any Revolving Term Loan Facility is:- 1, 2 or 3 months or such other period as may be determined by the Bank at its sole and absolute discretion from time to time;
  2. Any Multi‑Currency Revolving Term Loan is:- 1, 2, 3 or 6 months or such other period as may be determined by the Bank at its sole and absolute discretion from time to time.

48 For any Facility under this Section D:‑

  1. subject to the availability of funds and at the sole and absolute discretion of the Bank, the Borrower shall give the Bank two 2 Business Days written notice before the date of the proposed Drawing or any rollover, failing which the Bank reserves the right not to effect the Drawing or, in the case of a rollover, to renew the Drawing for such term as the Bank may deem fit;
  2. switching between different currencies is allowed upon maturity of each Drawing (except Revolving Term Loan (II) Facility). The exchange rate for such switching will be determined by the Bank at the time when such switching is effected;
  3. it may be prepaid in full by the Borrower at any time. The Borrower shall indemnify the Bank for any break funding costs and any other incidental expenses that may be incurred by the Bank arising out of or in connection with any prepayment; and
  4. no partial prepayment is allowed.

E. Terms And Conditions Governing Currency Linked Investments ("CLIs") / Covered Currency Options ("CCOs") And Equity Linked Notes ("ELNs") As Collateral

49 Where financing has been approved based on CLIs, CCOs or ELNs as acceptable collateral, the terms and conditions governing CLIs, CCOs or ELNs in the account opening package shall remain applicable thereto.

50 The maturity date of the CLI and/or CCO shall at all times match the maturity date of the moneys placed as deposits.

51 Deposits used for participation in a CLI and/or CCO may not be switched to alternative currencies during their respective tenor. Each tenor of a CLI and/or CCO shall not exceed three (3) months.

52 The maturity date of any acceptable ELN shall not exceed three (3) months from the date of trading.

53 Financing against ELNs shall not be allowed if such option is in-the-money i.e. the strike price is above the spot price at inception.


F. Event of Default

54 An Event of Default means the occurrence of one or more of the following:

  1. the Borrower or any Security Provider fails to pay, fails to perform or comply with any provision in the Facility Documents or any other obligation owed to the Bank;
  2. any event of default in the relevant terms governing the account(s) held by the Borrower or any Security Provider with the Bank, individually or jointly with any other party(ies);
  3. any representation and/or warranty by the Borrower or any Security Provider in any Facility Documents proves to be false, incorrect or misleading in any material aspect;
  4. any provision of any of the Facility Documents is or becomes, or is claimed by the Borrower or any Security Provider to be, for any reason invalid or unenforceable;
  5. it is or (whether in the Bank’s opinion or otherwise) will become unlawful for the Borrower or any Security Provider to perform or comply with any one or more of its obligations under any Facility Documents;
  6. any security on or over any part of the assets of the Borrower or any Security Provider or any Affiliate(s) of the Borrower or any Security Provider becomes enforceable or a distress, attachment or any form of execution is levied or enforced upon or issued against any such assets;
  7. the Borrower or any Security Provider or any Affiliate(s) of the Borrower or any Security Provider:
    1. is in breach of any applicable Law;
    2. becomes bankrupt, insolvent, deceased or ceases to have (or appears to the Bank as such) legal capacity to manage affairs (whether by reason of mental incapacity or for any reason whatsoever);
    3. is unable or fails to pay its debts as they become due or stop, suspends or threatens to stop or suspends payment of all or a material part of its indebtedness or begins negotiations or takes any other step with a view to the deferral, rescheduling or other readjustment of all or a material part of its indebtedness (or of any part of its indebtedness which it will or might otherwise be unable to pay when due);
    4. is struck off the register of companies in its place of incorporation or is dissolved;
    5. causes or is subject to any event which, under applicable Law of any jurisdiction, has a similar or analogous effect to any of the events specified in Clause 54 (f), (g), (h) or (i);
    6. becomes involved in or public allegations are made which suggest that the Borrower or Security Provider or, as the case may be, that Affiliate may be involved in abnormal or irregular activities which are not generally accepted customs and practices of a person in the same position;
    7. becomes, or becomes associated with, a person who is the subject of investigation under applicable money laundering, countering the financing of terrorism, anti‑bribery and corruption or sanctions Law whether in Singapore or elsewhere, or a person named in any list (including the Specifically Designated Nationals and Blocked Persons List administered by the United States Office of Foreign Assets Control) under any sanctions, freezing, anti‑terrorism or other programs enforced and administered by the relevant regulatory authorities or bodies whether in Singapore or elsewhere; or
    8. consolidates, amalgamates with, or merges into, or transfers all or substantially all its assets or undertaking to another entity and such entity fails to assume all the Borrower’s or Security Provider’s or, as the case may be, that Affiliate’s obligations under the Facility Documents or is in the Bank’s opinion materially weaker financially than the Borrower or the Security Provider or, as the case may be, that Affiliate;
  8. any action is initiated for administration, management, termination or winding up of the trust (where the Borrower or any Security Provider is a trust or trustee) under any applicable Law, rules or regulations of the trust;
  9. an Insolvency Event occurs in respect of the Borrower or any Security Provider and/or any Related Company;
  10. any step, proceeding or application is taken against the Borrower or any Security Provider to recover, realise or enforce any judgement or in respect of any of the assets of the Borrower or any Security Provider;
  11. an event of default (howsoever described) occurs under the Facility Documents or any other agreement, document or instrument or arrangement between the Borrower or any Security Provider and the Bank;
  12. any:
    1. Financial Indebtedness of the Borrower or any Security Provider is not paid when due nor within any originally applicable grace period;
    2. Financial Indebtedness of the Borrower or any Security Provider is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described);
    3. commitment for any Financial Indebtedness of the Borrower or any Security Provider is cancelled or suspended by a creditor of the Borrower or any Security Provider as a result of an event of default (however described); or
    4. creditor of the Borrower or any Security Provider becomes entitled to declare any Financial Indebtedness of the Borrower or any Security Provider due and payable prior to its specified maturity as a result of an event of default (however described).
  13. the Borrower or any Security Provider repudiates a Facility Document or evidences an intention to repudiate a Facility Document;
  14. any event or series of events occurs which, in the Bank’s opinion, might have a material or adverse effect on the financial condition of the Borrower or any Security Provider or ability of the Borrower or any Security Provider to perform its obligations under the Facility Documents;
  15. the Borrower or such Security Provider is declared by the Minister for Finance of Singapore to be a company to which Part 9 of the Companies Act 1967 of Singapore applies;
  16. any licence, authorisation, consent or registration at any time necessary or desirable under the Facility Documents for the Borrower or any Security Provider is not obtained, granted or perfected or is revoked, withheld, materially modified or ceases to be in full force and effect;
  17. any legal proceeding, suit or action of any kind whatsoever (whether criminal or civil) is instituted against the Borrower or any Security Provider and which in the Bank’s opinion might materially and adversely affect the Borrower or any Security Provider’s ability to perform and observe its obligations under the Facility Documents;
  18. if there occurs, in the Bank’s opinion, a material adverse change or any development which may result in a prospective material adverse change in the monetary, political, financial (including conditions in any of the financial markets) or economic conditions or exchange control in Singapore or internationally;
  19. where any insurance policy is provided to the Bank as security for any Facility:‑
    1. the insurer breaches any of the requirements as to solvency requirements or capital adequacy requirements imposed on it from time to time by the applicable Law;
    2. any licence, authorisation, approval or consent required in or by the Law of Singapore, to enable the insurer to lawfully enter into and perform its obligations under the insurance policy or to ensure the legality, validity, enforceability or admissibility in evidence in Singapore, as the case may be, of the insurance policy is revoked or not renewed or ceases to be in full force and effect;
    3. the insurance policy is terminated or purported to be terminated by a Security Provider or the insurer for any reason whatsoever;
    4. a Security Provider commits any breach of any of the terms of the insurance policy which prejudices or affects the Bank’s interests as assignee under the insurance policy or any claim by the Bank under the insurance policy;
    5. the insurer commits a breach of (1) any of the terms of the insurance policy which prejudices or affects the Bank’s interests as assignee under the insurance policy or any claim by the Bank under the insurance policy or (2) any provision in the notice of assignment and/or acknowledgement of receipt of the notice of assignment;
    6. the insurer creates or permits to arise or subsist any debenture, mortgage, charge (whether fixed or floating), pledge, lien or any other encumbrance whatsoever or any other agreement or arrangement having substantially the same effect on its assets or factors on any of its account receivables; or
    7. if a Security Provider holds the insurance policy as trustee for any trust, a Security Provider resigns as or is removed as trustee of the trust and the replacement trustee acceptable to the Bank is not appointed in accordance with the terms of the trust deed immediately upon the resignation or removal.

An Event of Default may be otherwise described, defined or referred to as a “Termination Event” in certain Facility Documents and this Clause 54 shall apply to such references in those Facility Documents mutandis mutatis.

55 Without prejudice to any other rights or remedies available, if any one or more of an Event of Default should occur, the Bank may (but is not obliged to), with or without notice in writing, declare that the Total Indebtedness to be immediately due and payable to the Bank, whereupon:

  1. the Bank shall be entitled to exercise any or all of its rights, remedies, powers or discretions under the Facility Documents and/or at Law, without any restriction whatsoever imposed by Section 25 of the Conveyancing and Law of Property Act 1886 of Singapore and the provisions of that Section 25 shall be so varied and extended in their application to the Facility Documents so that all the statutory powers may be exercised in accordance with the provisions of this sub‑paragraph;
  2. any Facility which has not been drawn‑down, utilised or cancelled (as the case may be) shall automatically be cancelled and forthwith cease;
  3. any sum repaid to the Bank by the Borrower or any Security Provider shall be applied at the Bank’s sole and absolute discretion towards the settlement and discharge of the Total Indebtedness; and
  4. the Borrower shall immediately procure the complete and unconditional release of the Bank from all its liabilities and obligations (whether contingent or otherwise) and including without limitation:
    1. under each Transaction; and
    2. under all Bank Guarantees/Standby Letters of Credit,
      in each case issued or traded (as the case may be) by the Bank for the Borrower’s account or at the Borrower’s request failing which the Borrower shall immediately pay to the Bank such sums as may be necessary to be paid to, as applicable, (A) the relevant Beneficiaries, (B) the counterparty to the relevant Transactions or (C) any other persons in order for the Bank to obtain such release together with all costs and expenses incurred or which may be incurred by the Bank in respect thereof and until such release is obtained, the Borrower shall provide cash cover for all such contingent liabilities.

G. Financing Quantum / Loanable Value And Margin Call

56 Procedures & Terminology

56.1 The following terms as used in these Standard Conditions shall have the meaning set out below:

  1. Top Up Level/ Call Level (each, “CL” or “Call Level”) and Close‑Out/Sell‑Out Level (each, “SL”) – CL and SL is a percentage of the market value of the acceptable Secured Assets, determined by the Bank at its sole and absolute discretion and without notice to the Borrower or any Security Provider, on a weighted basis or otherwise. CL will be a figure assessed above the FQ/LV level while SL will be a figure assessed above CL;
  2. Financing Quantum (“FQ”) or Loanable Value (“LV”) – FQ or LV is a percentage of the market value of the acceptable Secured Assets, determined by the Bank at its sole and absolute discretion and without notice to the Borrower or any Security Provider, on a weighted basis or otherwise, and taking into account any adjustment pursuant to the Bank’s portfolio diversification guidelines (as may be communicated by the Bank to the Borrower or any Security Provider from time to time), from which the Bank derives the aggregate principal amount of Facilities to be granted;
  3. Loan‑to‑Value (“LTV”) – LTV is the ratio of the Total Indebtedness of the Borrower against the market value of the acceptable Secured Assets;
  4. Collateral Value/Marginable Value (each, “MV”) – MV represents the equivalent Singapore dollar value expression of the FQ or LV. The aggregate MV of any single investment product shall not comprise 30% or more of the aggregate MV of the Secured Assets and/or any other concentration parameters determined by the Bank at its sole and absolute discretion without notice to the Borrower or any Security Provider. In the event of any breach of this requirement, the Borrower or any Security Provider shall do all such things as are necessary to comply with the Bank’s portfolio diversification guidelines, as may be communicated by the Bank to the Borrower or any Security Provider from time to time;
  5. Secured Assets – All such assets, rights, title, interest, benefits and entitlements (whether cash or non cash) acceptable to the Bank that are now or from time to time pledged, charged or otherwise provided to the Bank by the Borrower or any Security Provider to secure all or any part of the Total Indebtedness or such other indebtedness as specified in the relevant Facility Document (including all interest, charges, commissions or otherwise). The market value of such assets, rights, title, interest, benefits and entitlements shall be determined by the Bank. The Bank may at its sole and absolute discretion, assign discounts or revaluations to the face or market value of any assets, rights, title, interest, benefits and entitlements and may vary such discounts or revaluations at its sole and absolute discretion without notice to the Borrower or any Security Provider. The Bank may also in its sole and absolute discretion and at any time and from time to time, review such assets, rights, title, interest, benefits and entitlements to determine if they remain acceptable to it and without notice to the Borrower or any Security Provider, reallocate or re‑designate any such assets, rights, title, interest, benefits and entitlements for any Facilities; and
  6. Total Indebtedness – All liabilities and sums which are owing or remain unpaid to the Bank by the Borrower and/or a Security Provider (including and not limited to sums owing or unpaid under or in connection with the Facilities or any Facility Documents) and including marked to market (“MTM”) exposures of the Borrower’s portfolio and/or (as the case may be) a Security Provider’s portfolio in whatever currency, whether present, future, actual or contingent, primary or collateral and howsoever incurred in any capacity and whether alone or jointly and severally with any other person and on any account or otherwise in any manner howsoever together with interest thereon to date of payment (both before and after any demand or judgment notwithstanding the relationship of banker and customer may have ceased) at such rates and at such basis at the time being applicable and determined by the Bank and other fees (including legal fees on a full indemnity basis), costs, charges and expenses which the Bank may reasonably incur in enforcing or seeking to protect or obtain payment of all or any part of the said sums.
56.2 The Borrower’s Total Indebtedness to the Bank shall be secured by the Secured Assets of sufficient value and in a form and substance acceptable to the Bank.

56.3 The Total Indebtedness and/or Secured Assets will be marked‑to‑market from time to time by the Bank with reference to the rates or prices prevailing at the relevant time in the relevant market obtained from screen based sources, other market participants or sourced from internally or by employing commonly accepted valuation methods. The valuations may therefore not correspond with valuations given by another market participant and the Bank shall have no liability in respect of any error or omission arising from the valuations given or from use made of the valuations or reliance placed on them.

56.4 If the LTV exceeds the CL, the Bank may, at the Bank’s sole and absolute discretion and without any obligation whatsoever to do so and without prejudice to any other rights that it may have, exercise any right of review conferred on it and/or revise the principal limit of any or all of the Facilities granted to the Borrower and/or notify the Borrower or any Security Provider (as the case may be) (whether orally or in writing) of such determination, whereupon the Borrower or any Security Provider (as the case may be) shall within the period of time specified by the Bank in the notification (which period may be at the Bank’s sole and absolute discretion less than 24 hours), either (i) provide to or procure the provision to the Bank of additional Secured Assets of sufficient value and in a form and substance acceptable the Bank, or (ii) reduce (or, as the case may be, procure that the Borrower reduces) the Total Indebtedness so as to restore the LTV to a level where the Total Indebtedness is within the total MV. Such request to provide additional Secured Assets or to reduce the Total Indebtedness is known as a “margin call”.

56.5 Notwithstanding any other provision herein or in the Facility Documents, if within the time stipulated in the margin call, the Borrower or any Security Provider (as the case may be) fails to provide Secured Assets of sufficient value and in a form and substance acceptable to the Bank, or reduce the amount of the Total Indebtedness so as to restore the LTV to a level where the Total Indebtedness is within the total MV and/or if the LTV exceeds the SL or an Event of Default occurs, then without prejudice to any other rights that the Bank may have, the Bank shall be entitled immediately or at any time afterwards (but shall not be obliged to do so) notwithstanding that the notification may have been given to the Borrower or any Security Provider under Clause 56.4 above and/or the notice period provided under Clause 56.4 may not have expired, without notice to the Borrower or any Security Provider (as the case may be) and without the consent of the Borrower or any Security Provider, to exercise and enforce all its rights under any applicable Facility Document in accordance with its terms and to take whatever action that the Bank considers appropriate to reduce the Total Indebtedness to such level as the Bank may determine at its sole and absolute discretion and/or to protect the Bank’s position. Such rights include, without limitation, setting off the Total Indebtedness against any deposits charged to the Bank, selling any Secured Assets in such manner and at such price and whether on tender of cash or credit, as the Bank may deem expedient and/or to close out all or any of the open and/or unsettled transactions, at the Bank’s sole and absolute discretion to such extent required by the Bank within the time determined by the Bank (which period may, at the Bank’s sole and absolute discretion be less than 24 hours), in each case the Bank not being responsible for Losses howsoever arising. The Bank may purchase the currency of the Total Indebtedness at the Bank’s then prevailing spot rate of exchange (as conclusively determined by the Bank) with the currency of the deposits and/or proceeds from the sale of the Secured Assets and/or from the closing out of the transactions and applying the proceeds towards satisfaction of the Total Indebtedness. If the proceeds from the enforcement of any Facility Document are insufficient to fully discharge the Total Indebtedness, the Borrower or any Security Provider (as the case may be) will continue to be fully liable for any shortfall and interest will continue to accrue until the Bank receives full payment.

56.6 The Bank may in addition to its rights under Clause 56.5, declare the Facilities as cancelled and terminated forthwith and/or declare all the Borrower’s liabilities in respect of the Facilities due and payable at any time.

56.7 For the purposes of determining the FQ or LV, CL and SL, the Bank may effect such currency conversions at its prevailing rates and such conversions shall be conclusive and binding on the Borrower absent of manifest error. The Bank reserves the right, and the Borrower and each Security Provider agree and acknowledge that the Bank is entitled to vary and amend the FQ or LV, CL, SL, LTV and/or MV at the Bank’s sole and absolute discretion at any time and such determination shall be conclusively binding on the Borrower and each Security Provider.

56.8 The rights conferred on the Bank pursuant to this Section I are in addition to and without prejudice to any right conferred on the Bank in the Facility Documents or in Law.


H. Additional Terms Applicable To Incorporated Bodies

57 Negative Pledge
The Borrower shall not create any encumbrance including any charge, mortgage, pledge or lien or other security interest or enter into any other agreement or arrangement having a similar effect in respect of any Secured Assets or do or cause or permit anything to be done which may in any way depreciate, jeopardise or otherwise prejudice the value of any Secured Assets, nor factor nor assign any of its accounts receivable without the prior consent of the Bank, such consent not to be unreasonably withheld.

58 Disposals

58.1 None of the Borrower and the Security Providers shall enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset.

58.2 Unless a Facility Document provides otherwise and without prejudice to such a Facility Document, paragraph (a) above does not apply to any sale, lease, transfer or other disposal:

  1. made in the ordinary course of trading of the Borrower or any of the Security Providers; or
  2. of assets in exchange for other assets comparable or superior as to type, value and quality and for a similar purpose.

59 Accounts and Reports
The Borrower and each Security Provider shall submit to the Bank their audited balance sheets and profit and loss accounts together with their director’s report’s every year immediately after their issue but in any case not later than 6 months after the close of their respective financial years.

60 Reorganisation/Changes
None of the Borrower and the Security Providers shall without the prior written consent of the Bank, such consent not to be unreasonably withheld:

  1. undertake or permit any re‑organisation, amalgamation, reconstruction, or substantial change of shareholders or any other schemes of compromise or arrangement affecting its present constitution; and
  2. make substantial alteration to the nature of its business or amend or alter any of the provisions in the Constitution relating to its borrowing powers and principal business activities.

61 Winding‑Up/Judical Manager
The Borrower and each Security Provider shall immediately notify the Bank verbally of any application filed or notice issued for passing of a resolution for the winding‑up or appointment of a judicial manager of the Borrower and/or the Security Provider. All verbal notifications shall be followed up within 24 hours by written notification.

62 Appointment of Special Consultant
If there are any circumstances which lead the Bank to believe that the Borrower or any Security Provider is or will be unable to perform its obligations in relation to the Facilities Documents, the Bank may require the Borrower or that Security Provider to appoint, or the Bank may appoint on their behalf, a special consultant to conduct an audit of the Borrower or that Security Provider or perform such other duties as the Bank may specify. The Bank may nominate any person whom the Bank considers suitably qualified to be the special consultant and, such consultant is the agent of the Borrower or that Security Provider and who shall be solely responsible for his acts, defaults and remuneration.

63 Obligations to Rank Pari Passu
The Borrower will ensure that its obligations under the Facility Documents are unconditional and unsubordinated and will at all times rank at least pari passu with all its other unsecured and unsubordinated obligations (except for such obligations mandatorily preferred by Law).


I. Additional Terms Applicable To Sole Proprietorships And Partnerships

64 Change in Constitution/Membership

64.1 The Borrower and each Security Provider shall not permit any dissolution or change in the membership constitution, name or style of the firm without the prior written consent of the Bank, such consent not to be unreasonably withheld.

64.2 The Bank’s rights and remedies in relation to the Facilities and against each member and/or the firm shall not be prejudiced if any member of the firm should cease for any reason to be a member of the firm or if there is a dissolution or any change in membership, constitution, name or style of the firm.

65 Renewal of Certificate of Registration
The Borrower and each Security Provider shall renew the firm’s certificate of registration with the relevant government or public body on a timely basis and submit a copy of the same and every renewal thereof promptly to the Bank.

66 Accounts
The Borrower and each Security Provider shall submit to the Bank the firm’s balance sheet and profit and loss accounts immediately after their issue but in any case not later than 6 months after the close of the firm’s financial year.


J. Definition And Interpretation

67 The following words and expressions have the corresponding meanings wherever appropriate:

Affiliates” means in relation to any person, (i) any entity controlled, directly or indirectly, by that person; (ii) any entity that directly or indirectly controls that person or (iii) any entity directly or indirectly under common control with that person; and “control” of any entity or person means beneficial ownership directly or indirectly, of more than 50% of the issued ordinary or common share capital (or the like) of the entity or person and “Affiliate” shall be construed accordingly;

Assets” includes any (a) money, goods, choses in action, assets, properties, land and (b) any easements, every description of estate, interest and profit, present or future, vested or contingent, arising out of or incident to anything in (a);

Available Currency” means Singapore Dollars, Hong Kong Dollars, Renminbi, United States Dollars, Sterling Pound, Japanese Yen, Euro or any other Foreign Currency approved by the Bank;

Bank” means DBS Bank Ltd, including its successors or assignees;

Beneficiaries” means the beneficiary(ies) under the Bank Guarantee or Standby Letters of Credit as applicable;

Borrower” means the person(s) to whom the Bank grants the Facilities and includes any personal representative, permitted assignees or successors as agreed to by the Bank at its sole and absolute discretion;

Business Day” means a day (other than Saturday, Sunday or public holiday) on which banks are open in Singapore and if involving Foreign Currency, a day on which the principal financial centre for the relevant Foreign Currency is open (which, if Euro, shall be a day on which the Trans‑European Automated Real‑Time Gross Settlement Express Transfer System (or any successor to such system) is open);

Clearing House” means the entity that provides for the clearing and settlement of trades and transactions effected on, or subject to the rules of the Exchange;

Cost of Funds” means such rate as shall be determined from time to time by the Bank at its sole and absolute discretion to be the cost of its funding from whatever sources it may select;

CSV” means the net amount payable under an insurance policy (after deduction of all sums and monies deductible under that policy) if surrendered to the insurer;

DBS Privacy Policy” means the Bank’s Privacy Policy and/or general policy on disclosing customer information (including any personal data) as set out in any statements, circulars, notice or other communications or terms and conditions the Bank has provided to the Borrower and/or a Security Provider;

DBS Prime” means the Bank’s prime lending rate prevailing from time to time, which is subject to variation without prior notice;

Depository” means any central depository, settlement system, Clearing House or clearing system or its nominee company, participant in any clearing system or central depository system in relation to any Asset or any agent, sub‑ delegate, share registrar or other institution or body authorised by any relevant Exchange;

Drawing” means with respect to a Facility, the drawing of any loan proceeds under that Facility;

Event of Force Majeure” means events beyond the reasonable control of the affected party, including but not limited to any one or more of the following:

  1. act of God or sovereign;
  2. acts, restrictions, regulations, edicts, mandates, refusals to grant any licenses or permissions, changes in policy or prohibitions or measures of any kind on the part of any government or regulatory authority or the exercise of military or usurped powers;
  3. interruptions, calamity, war, invasion, riots, hostilities, terrorism, sabotage or other blockade or embargo, insurrection, natural disasters, adverse weather conditions, strikes, industrial actions;
  4. breakdown, malfunction or failure of transmission or power, communication or computer facilities or systems;
  5. infection or disease epidemic(s) or contamination; and
  6. a material change in the monetary, political, financial or economic conditions or exchange or capital controls or other moratorium or restrictions on currency exchange of remittance, whether in Singapore or elsewhere;

Exchange” means any stock exchange, recognised exchange or quotation system on which the Bank may conduct dealings on behalf of the Borrower or a Security Provider, including the Singapore Exchange Securities Trading Limited and any replacement or successor exchange;

Exchange Rate” means the rate for converting one currency into another currency which the Bank determines to be prevailing in the relevant foreign exchange market at the relevant time, such determination to be conclusive and binding on the Borrower and each Security Provider;

Facilities” means such credit or other facilities and accommodation in its widest sense which the Bank may in its sole and absolute discretion agree to make available to the Borrower temporarily or otherwise from time to time (whether solely or jointly with other persons) pursuant to the Facility Letter or otherwise, and any reference to “Facility” shall mean any one of them;

Facility Letter” means any and each letter, agreement or document specifying the terms and conditions (including these Standard Conditions) subject or pursuant to which any Facilities are made available to the Borrower, as the same may be supplemented, revised or replaced from time to time;

Facility Documents” means the Facility Letter, any guarantee, security or any other agreement, document or instrument between the Bank and the Borrower or a Security Provider or any other person relating to the Facilities (as from time to time revised, supplemented or replaced, however fundamentally and whether or not more onerously;

Financial Indebtedness” means any indebtedness for or in respect of:

  1. moneys borrowed;
  2. any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;
  3. any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;
  4. the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with generally accepted accounting principles in Singapore, be treated as a balance sheet liability;
  5. receivables sold or discounted (other than any receivables to the extent they are sold on a non‑recourse basis);
  6. any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing;
  7. any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close‑out of that derivative transaction, that amount) shall be taken into account);
  8. any counter‑indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and
  9. the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above;

Foreign Currency” means any currency other than Singapore Dollars;

Government Authority” means any nation, state, de facto or de jure government, any province or other political subdivision thereof, any body, agency, department or ministry, any taxing, monetary, foreign exchange or other authority, court, tribunal, administrative, instrumentality or other governmental authority or any other entity (private or public) charged with the regulation of the financial markets (including the central bank) and any other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government;

Holding Company” means, in relation to a person, any other person in respect of which it is a Subsidiary;

Law” means all relevant laws (including statutory enactments, common law and principles of equity), regulations or other instruments (whether or not having the force of law) of any Relevant Authority (whether in Singapore or elsewhere) and any consolidations, amendments, re‑enactments or replacements of any of them from time to time;

Losses” means all and any losses, whether direct or consequential, damages, reasonable cost and expenses (including Taxes and legal fees on a full indemnity basis), penalties, actions, proceedings, judgements, suits, claims, demands and all other liabilities of whatsoever nature or description howsoever arising and “Loss” shall be construed accordingly;

Overdue Interest Rate” means the rate of 5% per annum above DBS Prime Rate or such other rate(s) as the Bank may determine from time to time at its sole and absolute discretion, compounded monthly on the last day of each calendar month;

Regulation” includes any bye‑laws, regulation, rule, decree, directive, notice, order, judgment, request, practice note, policy, interpretation standard, code or guideline (whether or not having the force of law) of any Relevant Authority (whether in Singapore or elsewhere) as amended, re‑enacted or replaced from time to time;

Related Company” means any related company of the Borrower or any Security Provider. In this connection, the term “related company” shall bear the meaning in Section 65 of the Insolvency, Restructuring and Dissolution Act 2018 of Singapore.

Relevant Authority” means any Government Authority, statutory, revenue or other regulatory body, Exchange (including any market operated by such Exchange) or Depository whether in Singapore or any other jurisdiction;

Security Documents” means each and every security document (as the same may be revised, supplemented or replaced from time to time) creating or evidencing a security, guarantee or other assurance granted in the Bank’s favour by a Security Provider in connection with the Facilities, any Facility Documents and any other document which the Bank may from time to time designate as a Security Document;

Security Provider” means any person who provides security and/or guarantee in favour of the Bank for the Facilities;

Standard Conditions” means these Standard Terms and Conditions Relating to Credit Facilities, as supplemented, revised or replaced from time to time;

Taxes” includes all present or future taxes (including, without limitation, goods and services tax or any value added tax or financial transaction tax), stamp duty, levies, imposts, duties, withholdings or other fees or charges of whatever nature imposed by any authority together with interest thereon and penalties in respect thereof and “Taxation” shall be construed accordingly;

Transactions” means such transactions as the Bank may from time to time permit the Borrower to carry out pursuant to the following Facilities and shall include all existing or outstanding Transactions already carried out and are booked with or held with the Bank as at the date of the relevant Facility Letter (whether transferred from such other party to the Bank or otherwise):

  1. for LTF Facility, any foreign exchange and derivative transactions relating to foreign exchange forwards (deliverable and/or non‑deliverable), options, over‑the‑counter accumulators, and/or any other over‑the‑counter or exchange traded derivative products on currencies, bonds, equities, commodities and/or other assets as may be approved by the Bank from time to time at its sole and absolute discretion, but excluding all SF Transactions (each an “LTF Transaction”);
  2. for LFX Facility, any foreign exchange and derivative transactions relating to foreign exchange forwards (deliverable and/or non‑deliverable) and/or currency options, but excluding all SF Transactions (each an “LFX Transaction”); and
  3. for SF Facility, any transaction that is (i) a swap, cap, floor, swaption, or other similar derivative transaction on one or more interest rates, currencies, equity securities, equity indices or other equity instruments, debt securities or other debt instruments, economic indices or measures of economic risk or value or other benchmarks against which payments or deliveries are to be made or other assets or (ii) any combination of the transactions referred to in (i) above or (iii) any structured transaction embedded with a transaction referred to in (i) above or (iv) any structured transaction embedded with any combination of the transactions referred to in (iii) above (each an “SF Transaction”); and

Unincorporated Entity” means a sole proprietor, partnership or an unincorporated association, club or society.

68 In these Standard Terms, an “Insolvency Event” occurs when:

  1. (in the case of an individual) the individual requests or is subject to the appointment of, or any step or application is being made for the appointment of a trustee in bankruptcy, official assignee, nominee, supervisor, receiver or other similar officer (including in every such case any interim, provisional or temporary officer) and/or commences or is the subject of any bankruptcy, voluntary arrangement, arrangement, or debt repayment scheme or similar process and/or initiates or enters into any composition agreement with his or her creditors whatsoever and/ or makes a general assignment or compromise with or for the benefit of the individual’s creditors and/or is or becomes insolvent within the meaning of Section 363(4) of the Insolvency, Restructuring and Dissolution Act 2018 (the “IRDA”) or any other applicable law, and/or an application for an interim order or bankruptcy order under the IRDA or any other statute is made in relation to that individual and/or a bankruptcy order is made against that individual or that individual is otherwise adjudicated bankrupt or any analogous procedure or step in any jurisdiction; and;
  2. (in the case of a corporation) the corporation requests or is subject to, or takes any steps with a view to or any intention to enter, or any proposal is made for the winding‑up, administration, judicial management, dissolution, liquidation, scheme of arrangement, compromise, voluntary arrangement, general assignment, receivership, examinership or compromise with or for the benefit of the corporation’s creditors or debt moratorium or any step or application is being made for the appointment of a liquidator, receiver (including a receiver and manager), administrator, administrative receiver, official receiver, judicial manager, supervisor, provisional supervisor, compulsory manager, assignee, sequestrator, nominee, administrator, examiner or other similar officer (including in every such case any interim, provisional or temporary officer) in respect of that corporation or any of its assets or undertaking, stops, suspends or threatens to stop or suspend any payment of all or substantially all of that corporation’s debts and liabilities or commences negotiations or takes proceedings or any other steps with a view to reschedule or defer all or substantially all of its Indebtedness, or any corporate action, legal proceedings or other procedure or step is taken in relation or giving rise to a moratorium on, or restraint against any enforcement, execution, action or any other step to enforce or take action against any property of that corporation, or any property held by that corporation under any chattels leasing agreement, hire‑ purchase agreement or retention of title agreement, or any corporate action, legal proceedings or other procedure or step is taken in relation to a moratorium on, or restraint against any enforcement of any right of re‑entry or forfeiture under any lease in respect of any premises occupied by any corporation (including any enforcement pursuant to Section 18 or 18A of the Conveyancing and Law of Property Act 1886 of Singapore), and/or the corporation initiates or enters into any composition agreement with its creditors and/or the corporation is or is presumed or deemed or is likely to become unable or admits inability to pay its debts or has been unable to pay its debts or has become unable to pay its debts (the phrase “being unable to pay its debts” being within the meaning of Sections 125(1)(e) and 125(2) of the IRDA, or any analogous procedure or step in any jurisdiction;
  3. (in the case of an unincorporated body), any or any analogous procedures or steps set out in the preceding paragraphs (a) and (b) above and any analogous procedure or step in any other jurisdiction; and
  4. the references to “Insolvency Event” in the case of an corporation, unincorporated body or individual shall refer to such procedures or steps involving the parties in any capacity whatsoever, including as a trustee, executor, administrator or personal representative and in this connection the term “Insolvency Event” shall extend to all such procedures or steps or any analogous procedures or steps set out in the preceding paragraphs (a) and (b) above including having initiated or having had initiated against it an application for administration order or direction under law (including pursuant to Order 32 of the Rules of Court 2021 of Singapore) in connection with the termination of a trust or the insolvency or inability to pay in relation to the relevant trusts, and any or any analogous procedure or step in any other jurisdiction.

69 In the Facility Documents, unless the context requires otherwise:

  1. Where the Bank has any right to make any determination or to exercise discretion as regards any matter, such right or discretion may be exercised by the Bank in such manner as the Bank shall reasonably decide in its sole discretion.
  2. Words suggesting the singular include the plural and vice versa and words suggesting any gender shall include other genders.
  3. Headings are inserted for ease of reference only and do not affect the interpretation of any provision.

References to:

  1. person” or “party” include, any individual, corporate, Unincorporated Entity and any other business concern, statutory body and agency and Government Authority, whether local or foreign;
  2. include”, “includes”, “including”, “such as” or “for example” when introducing an example do not limit the meaning of words to which the example relates to that example or examples of a similar kind and are deemed in each instance to be followed by the words “without limitation” or “but not limited to”;
  3. a document include any variations, modifications and/or replacement thereof and supplements thereto and any reference to any details set out in a document is a reference to those details as varied in accordance with the document or as otherwise agreed;
  4. a statute shall be construed as a reference to such statue as amended, re‑enacted or replaced from time to time and any regulation promulgated or issued thereunder;
  5. unless specified otherwise, all time deadlines are with reference to Singapore time; and
  6. a day is a “calendar day” unless specified to the contrary.

70 Terms used in any Facility Documents and not otherwise defined shall have the meaning given to them in these Standard Conditions (if any).

71 Each of the rights, powers and remedies conferred on the Bank by these Standard Conditions shall be in addition to and not in derogation of all other rights, powers and remedies conferred on the Bank by virtue of any agreement, security or Laws.

72 Time shall in all respects be of the essence in the performance of the Borrower’s and any Security Provider’s obligations.