Terms & Conditions
Last updated 1 June 2023

These Terms and Conditions, its Schedules and application form(s) submitted by you (including any terms and conditions or disclaimers thereto) (read and construed together collectively as forming this “Agreement”) shall constitute the legal agreement between us. The Services are provided to you by Endowus HK Limited (“Endowus”).

‍

These Terms and Conditions consist of General Terms applicable to Endowus’ entire relationship with you, which are supplemented by Special Terms in respect of specific investment services. In the event of any conflict or inconsistency between any provisions of the General Terms and the Special Terms, the Special Terms shall prevail in respect of the matters contained therein to the extent of such conflict or inconsistency.

‍

To the extent that you do not make use of Endowus to provide a particular service, the Special Terms relevant to such service will not apply to our relationship with you. We may issue you with additional Special Terms as applicable to the services we provide to you. We may require your express consent to certain of the investment and other services we are able to provide to you.

‍

By accepting or acknowledging this Agreement electronically or otherwise, using our Services or signing up for an Account with Endowus, you represent and undertake, and are deemed to have read, accepted and agreed to the terms of this Agreement.

general terms and condition

Introduction
1. In this Agreement, unless the context otherwise requires, the terms, words and expressions used in this Agreement shall have meanings set out in paragraph 2.
2. Endowus provides the Services to you through your usage of the Platform or otherwise and the relationship between you and Endowus is governed by this Agreement. This Agreement shall apply to and govern our provision of the Services to you, your Account(s) with us and all Transactions carried out through your Account. The terms of use of the Platform are set out in the Platform Agreement. In the event of any conflict or inconsistency between any provisions of this Agreement and the Platform Agreement, the terms of the Platform Agreement shall prevail in respect of the matters contained therein to the extent of such conflict or inconsistency.
3. Your use of our Services is subject to you fulfilling the following general criteria, and upon our request, providing us with such information and documents to prove that you fulfil the criteria:
  1. you shall have completed the onboarding flow or procedure required by us;
  2. you have received an acceptance notice from us confirming that you may use and access the Platform, your Account and/or our Services;
  3. you have completed all the necessary needs and suitability analysis where applicable (including without limitation, the Client Risk Assessment); and
  4. such other criteria as we may determine from time to time.
4. For the avoidance of doubt, we are not obliged to open any Account for you or provide you with any Service and we are not required to provide you with any reasons should we choose not to do so.
5. You shall be taken to have accepted the terms and conditions of this Agreement upon your first access and use of your Account and/or our Services.
6. The Account which we grant to you also belongs exclusively to you and is not transferable to any other person.
7. You undertake not to register for more than one Account (other than a Trust Account) or register an Account on behalf of any person other than yourself (save for when you are acting in the capacity of a trustee of a trust).
8. For the avoidance of doubt, this Agreement applies to you regardless of whether you are a natural person (acting for yourself or as a sole proprietor or as a partner in a partnership), a company or a body corporate regardless of its jurisdiction of incorporation, a trustee of a trust, any co-operative society, limited liability partnership or registered society.

Definitions and Interpretation
1. In this Agreement, where the context so admits, the words and expressions used in this Agreement shall have the following meaning:
  “Account” means the account which we have set up and granted to you for your use and access to the Platform and/or Services (whether alone or jointly with any other person(s)) pursuant to this Agreement;
  “Access Method(s)” means any user identification, passwords and other security credentials assigned to you and required to access and use the Platform using your Account;
  “Advisory Services” has the meaning ascribed to it in paragraph 1.1 of Section A of the Special Terms;
  “Affiliates” has the meaning ascribed to it in paragraph 20.1 of these General Terms;
  “Applicable Laws” means all applicable local or foreign laws, rules, acts, regulations, subsidiary legislation notices, notifications, circulars, licence conditions, directions, requests, requirements, guidelines, directives, codes, information papers, practice notes, demands, guidance and/or decisions of any national, state or local government, any agency, exchange, regulatory or self-regulatory body, law enforcement body, court, central bank or tax revenue authority or any other authority (including the SFC and the IRD) whether in Hong Kong or elsewhere, whether having the force of law or not (including any intergovernmental agreement between the governments or regulatory authorities of two or more jurisdictions or otherwise), as may be amended from time to time;
  “Asset(s)” means all moneys, cash, interests in collective investment schemes, or other financial instruments or products, and other property of yours held with us or through us; products, and other property of yours held with us or through us;
  “Broker” has the meaning ascribed in paragraph 8.1 of these General Terms;

Definitions and Interpretation
1. “Business Day” means a day, other than a Saturday or Sunday or public holiday in Hong Kong;
  “Custodian” has the meaning ascribed in paragraph 8.2 of these General Terms;
  “Customer Risk Assessment” or “CRA” has the meaning ascribed to it in paragraph 2.1 of Section A of the Special Terms;
  “Execution Services” has the meaning ascribed to it in paragraph 4.1 of Section B of the Special Terms;
  “Hong Kong” means the Hong Kong Special Administrative Region of the People's Republic of China;
  “Instructions” means any communication, instruction, order, message data or information sent or delivered by you or on your behalf and (i) received by us through or pursuant to the Platform or otherwise referable to your Access Methods, or (ii) received by us via email or any offline methods we may agree to;
  “Intermediaries” has the meaning ascribed in paragraph 8.7 of these General Terms;
  “Investment Portfolio” means Recommended Investment Portfolio and/or Self-Constructed Portfolio, as the case may be;
  “Investments” means any collective investment schemes, interests in unit trusts or mutual trusts, or other financial instruments orinvestment products which we may purchase or sell on your behalf pursuant to the relevant portfolio(s) or otherwise;
  “IRD” means the Hong Kong Inland Revenue Department;
  “Loss(es)” means any losses, damages, costs (including legal costs on a full indemnity basis), fines, expenses, fees, charges, actions, suits, proceedings, claims, claims for an account or equitable compensation or equitable lien, any other demands or remedy whatsoever, or any diminution in the value of or loss or damage to any property or security or any lost opportunity whereby the value of the same could have been increased or otherwise, including any direct, indirect, incidental, special and consequential or punitive damages (including losses arising from counterparty risk, investment losses, economic losses or lost profits);

Definitions and Interpretation
1. “Personal Data” has the meaning ascribed to it in the Personal Data (Privacy) Ordinance (Cap. 486) of Hong Kong;
  “Platform” means the Endowus online platform (accessible through our website at https://endowus.com/en-hk or through our mobile application) operated by us including any software or information provided as part of or in connection with the Platform;
  “Privacy Policy” means the policy on the privacy and protection of Personal Data adopted by us as made available at Schedule 2, as the case may be, as may be supplemented, amended or varied from time to time upon our notification to you;
  “Recommended Investment Portfolio” shall have the meanings ascribed in paragraph 3.1 of the Special Terms;
  “Regulatory Body” shall mean any financial, tax, accounting, statutory or other governmental body whether in Hong Kong or another jurisdiction, including the SFC and the IRD;
  “Remuneration” has the meaning ascribed in paragraph 7.4.3 of these General Terms;
  “Self-Constructed Portfolio” has the meaning ascribed in paragraph 3.4 of Section A of the Special Terms;
  “SFC” means the Securities and Futures Commission of Hong Kong;
  “Service” means any service provided by us pursuant to this Agreement;
  “System” means the hardware, software and telecommunication links or any part thereof used from time to time for the purpose of providing, supporting, accessing and/or otherwise referable to the Platform;
  “Tax” has the meaning ascribed under paragraph 7.3.1 of these General Terms
  “Transactions” means transactions in such Investments as we may carry out on your behalf under this Agreement and for the avoidance of doubt, includes Recurring Investment Transactions; and
  “US Person” means a United States citizen or corporation, a fiscal resident of the United States or a person liable to tax in the United States on any grounds whatsoever.
2. The words “we”, “us”, “our” or any of their derivatives refer to Endowus and its successors and any novatee, assignee, transferee or purchaser of Endowus’ rights and/or obligations hereunder and any reference to Endowus includes a reference to such successor, novatee, assignee, transferee or purchaser.
3. The words “you”, “your”, “yours” or any of their derivatives refer to the person who opened the Account and/or uses or intends to use our Services and shall include, as the context may require, executors and administrators (as the case may be).
4. The word “person” includes any individual, company, corporation, firm, partnership, joint venture, association, organisation, trust, state, or agency of a state, in each case, whether or not having separate legal personality.
5. In this Agreement, unless the context otherwise requires:
  1. singular words include the plural and vice versa;
  2. a word of any gender includes the corresponding words of any other gender;
  3. references to “include”, “includes” and “including” as they appear in this Agreement are not limiting and are deemed in each instance to be followed by the words “without limitation”;
  4. any headings in the Agreement are for ease of reference only and shall not be relied upon in the construction of any of the provisions of the Agreement;
  5. any reference to Schedules shall be references to Schedules to this Agreement;
  6. any document or agreement (including the Agreement and its Schedules) shall be deemed to include reference to such document or agreement as amended, novated, supplemented or replaced from time to time; and
  7. any determination to be made by Endowus or any exercise by Endowus of any rights or entitlement may be made at the sole and absolute discretion of Endowus and, in every case, shall be conclusive and binding on you.

Representations and warranties
1. You represent and warrant that:
  1. you are and will remain the legal and beneficial owner of the Account free from all encumbrances (save for encumbrances created in accordance with paragraph 11 of these General Terms);
  2. any Asset withdrawn from the Account will be transferred to an account of which you are the legal and beneficial owner of;
  3. if you are a person that is not an individual, you are duly incorporated, established or organised and validly existing, under the laws of the jurisdiction of your incorporation, establishment or organisation;
  4. all information and documents provided to us, including the information contained in the onboarding flow or otherwise completed by you prior to you opening an Account with us, are true, correct and complete and not misleading or incomplete in any material way;
  5. you have provided us with all material information and undertake to update us as soon as possible if there are any material changes to the information and/or document(s) provided to us, otherwise you continue to represent and warrant that all such information provided are and will continue to be true, correct, complete and not misleading or incomplete in any material way;
  6. you have the capacity, power and authority to enter into, exercise your rights and perform and comply with your obligations under this Agreement;
  7. all actions, conditions and things required to be taken, fulfilled and done, in order to: (i) enable you to lawfully enter into, exercise your rights and perform and comply with your obligations under this Agreement, and (ii) ensure that those obligations are valid, legally binding and enforceable, have been taken, fulfilled and done;
  8. your obligations under this Agreement are valid, binding and enforceable;
  9. you are solvent, able to pay your debts as they fall due and are a going concern or not an undischarged bankrupt;
  10. your entry into, exercise of your rights and/or performance of or compliance with your obligations under this Agreement does not and will not: (i) violate any constitutional document or agreement to which you or where applicable, any of your affiliates, is a party or which is binding on any of you or your respective assets, or (ii) result in the existence of, or oblige any of you to create, any security over those assets;
  11. you have obtained all consents, licences, approvals or authorisations of, exemptions by or registrations with or declarations by, any governmental or other authority that you require, and these are valid and subsisting and will not be contravened by the execution or performance of this Agreement;
  12. your use of our Services complies with all Applicable Laws;
  13. you will inform yourself and, if necessary, consult your own professional advisers as to the relevant legal, tax and exchange control regulations in force in the countries of your citizenship, incorporation, residence or domicile.
  14. you are not a US Person nor are you purchasing securities as a “U.S. Person” as defined in Regulation S under the United States Securities Act of 1933, as amended, or acting for the account or benefit of a person within the United States, and are purchasing securities outside the United States in an “offshore transaction” as defined in Regulation S;
  15. none of you, or any person who may make financial and/or investment decisions on the Accounts is located in the European Economic Area; and
  16. if you are not resident in the jurisdiction where the entity you receive the Services from is incorporated, you have specifically sought the provision of the Services by us to you, and you have not been solicited, targeted or marketed to by us for the provision of the Services.
2. You shall notify us immediately if any of the representations set forth above or elsewhere in this Agreement no longer continue to be true and correct.
3. You agree and acknowledge that we shall have no duty or responsibility whatsoever in ensuring or monitoring your compliance with your constitutional, organisational or establishment documents, internal guidelines and all legal, regulatory or contractual duties, obligations or restrictions applicable to you in any relevant jurisdictions that may arise in connection with any transaction and your relationship with us.

Compliance with law and tax implications
1. The provision of all Services by us to you, any Account and Transaction and the relationship between us and you shall be subject to all Applicable Laws. For the avoidance of doubt, we shall not incur any liability to you as a result of acting in accordance with any Applicable Laws (including guidelines, codes or other information, whether having the force of law or otherwise). To the extent that any provision of this Agreement is inconsistent with the requirements of any Applicable Laws or other information applicable to us, including that published by any Regulatory Authority (including without limitation the SFC), the requirements of the relevant Applicable Laws shall prevail over this Agreement.
2. Without prejudice to the foregoing, no breach or contravention of any Applicable Laws by us shall discharge or release you from any of your obligations under this Agreement to us unless prohibited under Applicable Laws.
3. The availability of any Services or any terms and conditions applicable thereto (including pursuant to this Agreement) may be varied by us without notice to you for compliance (voluntary or otherwise) with Applicable Laws. We reserve the right to suspend or terminate this Agreement in accordance with paragraph 16 of these General Terms.
4. You understand that your tax affairs are your own responsibility. We do not provide any tax or legal advice to you and while we may rely on external tax or legal advice, we accept no responsibility for such advice, to the extent permitted by Applicable Laws. We do not accept any responsibility in respect of any taxation or legal consequences you may incur in relation to the use of the Platform, Services, Transactions or otherwise in connection with the Agreement.
5. You confirm that you have not committed or been convicted of offences under any applicable tax law or regulation of: (a) a jurisdiction to which you are subject, (b), Hong Kong or (c) in the jurisdiction in which we are providing Services to you.
6. To the extent you or any of your Assets are subject to any foreign exchange regulations in any jurisdiction, you hereby represent and warrant to us that all Assets deposited or to be deposited pursuant to your Investment Portfolio(s) and as reflected or to be reflected in your Account have been at all times legitimately acquired, are not the benefits or proceeds or any criminal conduct and held by you offshore or otherwise in accordance with the relevant foreign exchange regulations (including, without limitation, any requirements relating to repatriation or outward remittances).

Client Due Diligence
1. As you will be aware, governments have enacted legislation designed to prevent the use of the financial system for the purposes of shielding proceeds of crime, including terrorism. Generally, under these anti-money laundering laws and regulations, we are required to identify, verify and record information for individuals and entities prior to the opening of an account. You acknowledge that we are obliged to carry out “Know Your Client” procedures in accordance with our policies and Applicable Laws.
2. Accordingly, before we can open an Account for you, provide you with our Services or enter into any Transaction for your Account, you must submit to us (through our website or such other method as we may notify you) all the documents, evidence, and information as we may require to carry out such “Know Your Client” procedures. You undertake to inform us promptly of any change in the information provided.
3. In addition, you agree to provide any information or documents requested by us in relation to any Account, Transaction and Services, including, where desirable or where required for the purposes of complying with any Applicable Law (including pursuant to any order, direction, or request by any applicable court, government or regulatory authority). We may, from time to time, in our discretion, also ask for additional and up-to-date documentation or information about you, including information as to your source of funds. This includes but is not limited to any applicable anti-money laundering requirements, or any applicable tax disclosure or reporting obligations. Unless all required documentation or information is not provided, we cannot proceed to open your Account, proceed with any Transaction or establish a relationship with you.
4. Specifically, and without prejudice to the generality of our rights under paragraph 5.3 of these General Terms, we may (where applicable) share the information you provide to us with any Regulatory Body (including without limitation, the IRD) as may be applicable for the purposes of complying with our obligations under applicable tax disclosure or any other legal or regulatory reporting obligations. Without prejudice to any other representation and/or warranty you have provided, you confirm that you have examined the information and documents you have provided to us and such information and documents are true, correct and complete.
5. As required by applicable laws and regulations, we may perform ongoing client due diligence periodically and may require you to provide additional information, documents and/or evidence in connection thereto; we reserve the right to suspend or terminate this Agreement in accordance with paragraph 16 of these General Terms in the event that you fail to provide such additional information, documents and/or evidence without appropriate reason.

Authorization/Power of attorney
1. You authorize us to be your attorney (with full rights of substitution) with full authority to be your true and lawful attorney and to in your name do on your behalf all things you could have done for the purposes of:
  1. carrying out any Transactions for your Account, Services or any of your Instructions;
  2. discharging any of our obligations to you under this Agreement;
  3. doing anything which in our opinion is necessary or desirable to preserve our rights under this Agreement;
  4. in relation to your Investments, complying with any Applicable Laws, as well as correct any error or omission; and/or
  5. effecting any corporate actions relating to any of your Investments, including but not limited to, attending general or other meetings of shareholders or exercising voting rights attached to the units in the collective investment schemes.
2. You undertake to take all necessary steps to give us the authority contemplated in this Clause 6 and hereby do ratify and confirm, all that we may do pursuant to this power of attorney.
3. You authorize Endowus to:
  1. recommend Investments to you or otherwise manage your Account and Assets in accordance with the Investment Portfolio effect the deposit or withdrawal of monies, as your agent and at your sole risk and account, for the Investments;
  2. execute, approve and effect Transactions or other investment trades on your behalf in connection with the Investment Portfolio and to take any other such actions as may be required in order to do so, including closing out and unwinding Transactions, facilitating payments, dealing with your Assets, liquidating the Investment Portfolio (or part thereof) and taking all routine or day-to-day decisions and otherwise act as we may consider appropriate in our discretion; and
  3. determine how Transactions are to be carried out including investment timing and duration, or decide to use or refrain from using measures to hedge against price, currency or interest risks, choose investment instruments which appear appropriate for hedging and use any other measures to optimize returns on existing investments as we may in our absolute discretion deem fit, provided always that the Transactions, arrangements and actions taken on your behalf are within the relevant Investment Portfolio.
4. You agree that Endowus may, at any time, in its sole discretion, debit your Account by any amount or reverse any Transaction made (i) in respect of any wrongful or erroneous credit/transaction; (ii) where Endowus deems it necessary or appropriate to comply with Applicable Laws; or (iii) in any other circumstances which is reasonable for us to do so.
5. We may, but shall be under no obligation to, pool together or aggregate Transactions executed on behalf of our other clients with Transactions to be executed on your behalf. In such an event, allocation of Investments so sold or purchased, as well as the expenses incurred in the Transaction, will be made by us in the manner we consider to be the most equitable and consistent with our obligations to all clients and shall be in accordance with our rights and obligations under this Agreement. Therefore, the precise proportion of your Assets allocated to each type of Investment may vary slightly from any illustration or representations of the Recommended Investment Portfolio or Self-Constructed Portfolio.

Use of Services
1. General
  1. After opening an Account with us, you shall be entitled to enjoy the Services through our Platform which we may provide, subject to any addition, modification, suspension or termination of such Services in accordance with this Agreement.
  2. We may monitor all your use of Services so as to detect any improper activity relating thereto. You shall comply in a timely manner with our requests for information, documents and other material requested by us.
  3. You agree to use our Services only for lawful purposes, in accordance with the terms of this Agreement.
  4. We may at our absolute discretion provide alternative means by which you may enjoy the Services outside the Platform, which will be subject to such other terms and conditions as we may notify you.
  5. Notwithstanding anything to the contrary in any agreement or document concerning your Account with us, we are not obliged to effect any particular Transaction, or to accept any order or act in accordance with any Instructions (including, but not limited to, in respect of fund transfers), nor need we give any reasons for declining to do so. If we decline an order or to process any Transaction or to act in accordance with any of your Instructions, we will not be liable for any Loss incurred by you unless this is as a result of our gross negligence, bad faith, wilful default or fraud.
  6. To the extent permitted by Applicable Laws, we and our Affiliates are not liable for any Loss incurred by you or any third party, including loss of your data, investment losses or lost profits, arising out of your usage or inability to use our Services and the Platform unless caused by our wilful misconduct.
  7. You shall execute such other documents, do such acts and things and take such further actions as may be reasonably required or desirable to give full effect to the provisions of this Agreement and the transactions hereunder and you shall use your best endeavours to procure that any necessary third party shall execute such documents, do such acts and things and take such further actions as may be reasonably required for giving full effect to the provisions of this Agreement and the transactions hereunder.
2. Capital injection and withdrawal
  1. You may give Instructions to transfer monies to be reflected as investment capital in your Account at any time. Endowus will facilitate the Transactions as soon as practicable for any funds credited into or booked into your Account as may be notified to you from time to time.
  2. You may give Instructions to withdraw funds or cash balance as reflected in your Account at any time. Endowus will facilitate the withdrawal of your cash balance and/or liquidation of your Assets in the Investment Portfolio, in full or in part, whichever is applicable, as soon as practicable for any withdrawal request made through the Platform as may be notified to you from time to time. For the avoidance of doubt, such withdrawal will be subject to the deduction of any outstanding Fees as described in paragraph 7.3 of these General Terms.
3. Fees, commissions and other charges
  1. The fee payable by you to us for the Services is specified in the Fee Schedule available at www.endowus.com/en-hk/pricing (“Fees”) as may be amended from time to time or as otherwise informed to you from time to time. Such Fees may also include, without limitation, fees for the Custodian’s provision of custody services, commissions, service charges, processing or administrative fees levied by banks or other service providers or incurred in the course of our provision of Services to you and as may be notified to you from time to time, foreign currency transaction fees as well as any goods and services tax (“GST”) or other applicable sales tax, other taxes, governmental impositions, duties and levies whatsoever, whether imposed in Hong Kong or elsewhere (“Tax”). We reserve the right to also separately levy or impose such Tax separately on the Fees payable by you.
  2. You acknowledge and agree that such Fees are solely determined by Endowus and are subject to change at any time. You agree to be bound by any revision to such Fees as specified in the Fee Schedule available at www.endowus.com/en-hk/pricing as may be amended from time to time or as otherwise informed to you from time to time and your giving of any Instruction with respect to any Transaction and/or continued use of the Platform or Services after such revision shall constitute your acknowledgement, agreement and acceptance of such revision at the time immediately prior to the time of such Instruction or Transaction.
  3. We may deduct your Account with the full amount of any Fees and/or Taxes payable by you, or any other monies owed by you to us pursuant to any liability of any nature arising in respect of the Account or otherwise. In the event of insufficient cash balance in your Account, we may liquidate your positions in your Investment Portfolio or collect any uninvested cash as reflected in your Account to satisfy any shortfall.
  4. The Fees payable to us under this Agreement shall be paid free and clear of and (except to the extent required by law) without any deduction or withholding for or on account of any Taxes imposed, levied, collected, withheld or assessed by or within any country/region. If you must at any time deduct or withhold any Tax on any of the Fees which we are entitled to be paid under this Agreement, you shall pay to us and/or we shall receive and retain a net sum equal to what we would have received and retained as Fees under this Agreement had such Tax not been payable.
  5. You shall be liable for any goods and services tax, value-added tax or any other tax of a similar nature chargeable by law on any payment you are required to make to us. If we are required by Applicable Laws to collect and make payment in respect of such tax, you will indemnify us against such payments.

1. Introduction or referrals
  1. You may have been introduced to us by a third party. We may share our Fees with or provide such other benefit as we may deem appropriate to such third party or any other third party in relation to such introduction. For the avoidance of doubt, we do not accept responsibility for any conduct, action, representation or statement of such third party.
  2. If you have been introduced or referred to Endowus by a third party, you accept that:
    1. the third party shall not in any way be regarded as an agent or representative of Endowus and that Endowus accepts you as a client of Endowus only on the basis that Endowus does not accept and will accept no responsibility for any conduct, action, representation or statement of the third party;
    2. the third party may be receiving remuneration or an introducing fee from Endowus. Endowus may share its fees, commissions and/or charges with the third party and any other third party or otherwise reward such third party for such introduction in relation to you;
    3. the third party may not be permitted to provide you with any Advisory Service, other than to the extent of carrying out introducing activities;
    4. the third party may not be permitted to receive or deal with any money or property from you in relation to this introducing activity;
    5. the third party is not permitted to use any trade names, trademarks, intellectual properties in relation to Endowus or distribute any advertising, promotional or marketing materials in relation to Endowus; and
    6. the third party is not authorised to make any representation that the third party is a representative or agent or enters into or concludes any Transaction or contracts on behalf of Endowus.
  3. You acknowledge and agree that in respect of remuneration that is offered to Endowus, including commission (i.e. trailer commission, soft commission, etc), fees (e.g. trailer fee rebates) and other benefits (“Remuneration”), in respect of the Services provided to you pursuant to such introductions or referrals, or where agreed between Endowus and you, to your agent, service provider or asset manager, from time to time, Endowus may choose to apply such Remuneration to its own benefit or pay such Remuneration to your agent, service provider or asset manager and has no obligation to account to you for all or any part of such Remuneration.

1. Accounts
  1. Where you open an Account with us as an individual, your executor or administrator shall be the only person recognised by us in the event of your death. Where you open an Account with us jointly with any other person(s), in the event of your death, the surviving Account holder obtains on the face of it, title to the Account and may give Instructions in respect of the Account; but, if we choose to, we may take such steps we deem appropriate including paying the credit balance in the Account into a court of competent jurisdiction; and the obligations of the surviving Account holder and our rights (including any lien or right of set-off) are not affected. Any payment we make to the surviving Account holder or to a court of competent jurisdiction will discharge our obligations to all the Account holders and their personal representatives and successors. Upon your death, we are entitled to retain any of your Assets held for, and any monies payable to you in respect of your Investment Portfolio as reflected in any Account until such time that a grant of probate or letters of administration are produced by your successor (in the case of an individual Account only). Upon receiving notice of your death, we may also, in our absolute discretion, take such actions as we in good faith consider necessary or desirable to protect your interests, and those of your estate, as the case may be, in the Assets for the Account. In taking such actions we will not be acting as a fiduciary for you or your estate. In addition, we may, if any Account holder dies, suspend or close the Account without notice. We may require that your estate and/or any joint Account holder agree to indemnify us and hold us harmless from, and pay us promptly on demand, any and all losses, costs, expenses, damages and liabilities whatsoever (including consequential and special damage) arising directly or indirectly in relation to any such actions taken by us in good faith.
  2. Where an Account is held by two or more people jointly, or two or more organisations or business names, this Agreement and all obligations under this Agreement will bind all persons jointly and severally, and all Account holders will be jointly and severally responsible under this Agreement.
  3. Where an Account is held by two or more people jointly, we may as appropriate, set-off or debit all or part of the balances in any of your Accounts, to pay and discharge all or part of any liabilities (whether actual or contingent) owed to us by one or more of the joint Account holders, and where required, earmark any amounts credited or expected to be credited into or reflected in your Account(s).
  4. If an Account is in two or more joint names or if any one of you have two or more authorised signatories:
    1. any statement, notice, document or communication sent or made available to any one of you in accordance with this Agreement shall be considered to have been sent to all of you;
    2. we may act on Instructions from any Account holder or authorised signatory without further authorisation or notification to the other Account holder(s) or authorised signatories without prejudicing or affecting our rights, powers or remedies against any other joint Account holder;
    3. each joint Account holder shall be able to operate the Account independently without obtaining consent from the other Account holder(s) to operate such Account; and
    4. we will have discharged our liability to all joint Account holders if we fulfil our obligations to any one or more of them regardless of any signing mandate.
  5. If you open an Account in your name “in trust” or “as nominee” or in some other similar role or designation, we will not recognise any person (other than you as the Account holder) as having any interest in your Account. You undertake to operate such Account(s) solely for the benefit of such beneficiary(ies). We will accept instructions relating to your Account from you or your authorised signatories only. You shall indemnify us against any Loss in respect of the operation of the Account(s).
  6. In the event that you have not accessed your Account through the Platform and there has been no activity in your Account (such as a transfer of funds) for a period of 2 years, the Account will be deemed dormant. For the avoidance of doubt, during such period, we will continue to apply and set off any applicable administrative costs, Fees and/or Taxes payable by you against the Account. Where an Account has been deemed dormant, all Assets not realised or disposed of shall be delivered to you. Without prejudice to the foregoing, if you fail to take such delivery, we may charge a monthly maintenance fee. Payment of such fees (if any) will be automatically deducted from any Account. If the Account has zero credit balance and we determine in good faith that we are still unable to trace you thereafter, you agree that the Account will be terminated.

1. Statement and documents
  1. Any statements and any other documents relating to your Account with us will be sent to you through a URL link to the Platform (or such other method we may designate in writing) which will be provided to you monthly via any method that we may designate or via electronic means to the electronic mail address indicated by you at account opening or otherwise subsequently notified to us in writing and acknowledged by us. You agree and acknowledge that such documents will be made available for viewing on the Platform, and therefore, you may download, save or print the documents for your subsequent reference. Such communications will be considered to be sent and received by you on the day following such mailing or on the day when it was so left even if the same is returned undelivered. You are considered to have notice on the date of delivery, publication, broadcast or communication. If any communication is returned undelivered, we will not send you any further communication until you update your electronic mail address. We do not guarantee the delivery or timeliness of such communication (electronic or otherwise) which may be subject to certain time lags and/or delays. You acknowledge that we shall not be liable to you or anyone else for losses, damages or expenses arising from any non-delivery, delayed delivery or wrong delivery of a communication (electronic or otherwise). You shall bear all risks of communications made by you to Endowus and by Endowus to you. You shall not hold us liable in the event that any communication 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 except where 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.
  2. You agree to verify the correctness of all details contained in each Account statement, or any statement or document sent to you and inform us by email to support.hk@endowus.com within 14 days from the date of such document of any discrepancies, omissions, or errors. We will attempt to resolve such discrepancies in a timely manner for so long as such discrepancies remain outstanding, using, without limitation, any updated data produced during the period in which such discrepancy remains outstanding. Upon the expiry of this period, the details in such documents shall be conclusive evidence against you (save for manifest or clerical error) without further proof, except as to any alleged errors so notified, that such details are correct, but subject always to our right to amend or delete from time to time, any details wrongly inserted by us as set out in paragraph 7.6.3 of these General Terms below. Except as provided in this paragraph, and provided that we are not fraudulent or in wilful default, we shall be free from all claims in respect of any Account or the details of the Transactions or Services contained in such documents.
  3. We have the right, upon giving reasonable notice to you, to reverse any entry, demand refund, and/or debit the Account in respect of any overpayment or wrongful credit reflected in the Account.
  4. Without prejudice to any of the foregoing we may at any time without prior notice to you rectify any clerical errors that may have been made.
  5. For the avoidance of doubt, any document, advice, statement of account, contract note confirmation or other notification relating to a specific Transaction through any Broker or your Assets held with any Custodian shall be sent to you directly by the Intermediary. Any discrepancies relating to such documents should be notified to the relevant Intermediary directly.
2. Electronic records
  1. Our records (including computer and microfilm stored records or any other electronic records stored by us) of all matters relating to you, any Transactions on your Accounts, the Accounts and/or any Services provided to you is conclusive evidence of such matters and is binding against you for all purposes, save for manifest or clerical error, subject to our right to rectify any error or omission therein and our right to adduce other evidence. You hereby agree not to at any time dispute the authenticity or accuracy of any computer output relied upon by us for any purpose whatsoever.
  2. You accept that the electronic records can be used as evidence in any court or legal proceedings or any investigation or enquiry as proof of their contents and you shall not dispute the validity, admissibility, accuracy or authenticity of the contents of any electronic record or information 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 produced by or obtained in connection with any Transactions on your Accounts, the Accounts and/or any Services provided to you.
  3. You acknowledge and agree that we shall be entitled to destroy or dispose of all registers, statements and other records and documents relating to the Account, Services or Transactions at any time after the expiration of any period of retention required by Applicable Law. We shall not be liable in any way for such destruction or disposal. Any records we stored of you, Transactions on your Accounts and/or Services provided to you are conclusive and cannot be challenged by you.

1. Instructions
  1. Where signing authorisations have been made and submitted to us, Instructions must be given in accordance with such signing authorisations (which shall remain valid until we receive your written revocation in such form as we may determine in our absolute discretion).
  2. You acknowledge that you are aware of and have considered fully the risks inherent in the giving of Instructions via the Platform, email or by any other means (as the case may be) and are prepared to accept all risks associated with their use.
  3. Notwithstanding anything to the contrary in any agreement or document concerning your Account with us, any Instructions and/or amendments in connection with any signing authorisations from you to us shall only be effective from the date on which our internal procedures and processes for updating such signing authorisations have completed [or as notified to you], even if you have submitted and we have received such Instructions and/or amendments.
  4. Notwithstanding any term to the contrary whether under these General Terms or otherwise, we may but shall not be obliged to act on any Instruction that is given or purportedly given by you, or given or purportedly given by your authorised signatories, whether given via the Platform, email or by any other means. We shall not be obliged to give any notice and/or reason for not acting on any Instruction.
  5. We have no obligation to verify the authenticity and validity of any Instructions whether given via the Platform, email or by any other means. We are authorised to treat as effective and binding and to effect any Instructions (however given) regardless of the circumstances prevailing at the time of the Instructions.
  6. We may, but are not obliged to, require that any Instructions be confirmed by you in a manner of our choosing and may refuse to act on any such Instructions until we receive such confirmation. Notwithstanding the foregoing, we may act upon any Instructions before receipt of any confirmation and no discrepancy between an executed transaction and the confirmation may be held against us.
  7. We may rely on any document (without enquiring) which appears to us to be in order. We are not responsible for the genuineness, validity, effectiveness, condition or otherwise of such document.
  8. Where we act on your Instructions, we act on a reasonable effort basis and in accordance with and subject to Applicable Laws. To the extent permissible by Applicable Laws, you agree that we will not be liable to you for any Loss(es) arising out of or in connection with our acts of omission or commission while acting in a reasonable manner in executing your Instructions, any delay in executing Instructions, or any failure, refusal, or inability to act on or complete the execution of any Instructions for whatever reason (including any failure or error of any computer or electronic system or equipment).
2. Email Instructions
  1. Any email which seems to us to be sent by you or your authorised representative(s) shall be conclusively presumed for our benefit to be from you or your authorised representative(s) and you or your authorised representative(s) shall be fully responsible for the same. Our determination of whether an email appears to be sent by you or your authorised representative(s), whether and/ or when an email was received by us shall be conclusive and binding on you. You agree and acknowledge that no email sent by you or your representative(s) shall be deemed to be received by us unless confirmed or acknowledged by us.
  2. If we receive an email which seems to us to be sent by you or your authorised representative(s), we may respond to you by sending our written replies directly to the email address from which we received that email.
  3. Where you or your authorised representative(s) send us email Instructions in relation to your Account and/or your Investments, you authorise us to execute and/or rely on such email Instructions notwithstanding that the source of the email Instructions, the attachment(s) and/or the signatures appearing in such attachments cannot be authenticated or checked by us. You acknowledge that you are aware of the risks inherent in the giving of email Instructions and have fully considered such risks. In particular, electronic signatures in attachments sent in email Instructions and/or email Instructions without attachment setting out your Instructions and bearing your signature may be forged.
  4. As email is not always reliable and secure, you acknowledge and are aware that email Instructions may be transmitted to the wrong email address, may never reach us and may thereby become known to third parties, thereby losing their confidential nature. For example, although at your end, you may have sent an Instruction via email, nonetheless, due to a fault in the system, we may not be able to receive the Instruction or the Instruction may reach us much later. It is also possible that a third party may impersonate you or your authorised representative(s) in transmitting the email Instruction to us. In consideration of our agreeing to accept and act on your email Instructions, you agree and confirm that you shall indemnify and hold us harmless so that we shall not be liable in any way whatsoever if we fail to act upon your email Instruction, fail to act in a timely manner or rely on and act on any email Instruction which turns out to be unauthorised or improper (but which we believe in good faith to have been authorised by you or to be proper), or which may arise from errors in transmission or errors by us regarding your identity, the identity of your authorised representative(s) or the nature or amount of the relevant transaction, or email Instruction which is not understandable, misrouted, delayed, lost, hacked or not received in full.
  5. In consideration of our agreeing to accept and act on your email Instructions, you further agree and confirm that you shall indemnify us and hold us harmless so that we shall not be liable to you or any third party for Loss(es), liability or damage, whether arising in contract or tort or otherwise howsoever arising out of or in connection with any such email Instructions.
  6. Without prejudice to the generality of paragraph 7.8.8 above, we may at our sole and absolute discretion, refuse to act on any transaction orders, revocation of orders, fund transfer Instructions and/or any time-sensitive, action-oriented messages sent via email without any liability to you.

1. Recurring investments
  1. You may make recurring investments of a specified lump sum amount of funds (“Recurring Investment Amount”) on a periodic basis in respect of an Investment Portfolio via the Platform (each such transaction, a “Recurring Investment Transaction”), in accordance with such instructions as may be prescribed by us from time to time on the Platform.
  2. The Recurring Investment Amount is subject to such minimum or maximum amount as may be prescribed by us from time to time and may differ across different Investment Portfolios.
  3. You agree and acknowledge that by making a Recurring Investment Transaction, you are instructing and authorising us to debit the relevant Recurring Investment Amount from your Account for the purposes of such Recurring Investment Transaction on a periodic basis (on such day of the month you have chosen) and transfer or procure the transfer of the Recurring Investment Amount into the relevant Investment Portfolio.
  4. For the avoidance of doubt, you acknowledge and agree that the representations and warranties under Clause 7 shall be repeated at the time of each Recurring Investment Transaction. Where you enter into recurring investments, you should be aware that you be exposed to additional risk as your Investment Portfolios may be more concentrated over time. You acknowledge and understand the risks of this investment strategy and are responsible for ensuring that each Recurring Investment Transaction is appropriate in your circumstances.
  5. You acknowledge and agree that we shall be entitled, at our sole and absolute discretion, to reject or refuse to accept or process or to cancel any Recurring Investment Transaction, including if there is an insufficient cash balance or funds in your Account, and shall not be required to give any reason for the same.
2. Trust Accounts
  1. The following provisions apply where you are acting in the capacity of a trustee of a trust (“Trust”).
  2. We are entitled to deal with you as if there were no Trust constituted or subsisting. Notwithstanding this, you agree that we may treat you as trustee of a Trust and to treat the Account as a Trust Account to be governed by this Agreement even if you have not opened the Account on that basis (the “Trust Account”).
  3. You are required to provide us with such information and documents on the Trust or beneficiaries of the Trust as may be required by us or under Applicable Laws. If you cannot disclose such information due to its confidential nature, you must provide us with undertakings in form and substance satisfactory to us and in relation to such matters as we may require from time to time.
  4. We have no obligation to review the trust deed or other document constituting or evidencing the Trust (“the Trust Documents”) and we shall be deemed not to have knowledge, whether actual or constructive or otherwise, of the provisions of the Trust Documents. Notwithstanding the foregoing, you shall give us written notice of all changes to the Trust Documents, and upon our request, promptly provide us with a certified copy of the most updated Trust Documents.
  5. You represent and warrant to us (with such representations and warranties being deemed repeated on a continuous basis for so long as you have an Account with us) that:
    1. the Trust is validly constituted in accordance with all Applicable Laws; and
    2. you are the sole trustee(s) of the Trust and no new trustee(s) have been appointed, and no steps have been taken for you to resign or be replaced as the trustee;
    3. you have the requisite power and authority to give Instructions in relation to the operation of the Account and to deal with the assets in the Account, and such power and authority is unconditional and has not been revoked;
    4. there are no restrictions on your right to be indemnified from the assets of the Trust, other than in the express written terms of the Trust Documents or at law. Nothing has occurred to affect that right or our right to be subrogated to that right of indemnity and you are not in default of any provision of the Trust Documents or any duties to the Trust or its beneficiaries; and
    5. no steps or proceedings have been taken for the winding up or termination of the Trust.
  6. You shall give us written notice if any of the representations given in this paragraph 7.11 is or becomes untrue due to change of circumstances or otherwise. If required by us, you will provide us with a legal opinion (in form and substance acceptable to us) to confirm the representations and any other issues or points on which we require confirmation.
  7. Any indemnity given by you or any of your liabilities or other obligations under this Agreement shall be on the basis that we have full recourse to all the assets of the Trust as well as any and all amounts standing to the credit of the Trust Account(s).
  8. You will be personally liable in respect of any liabilities for which you have no right to be indemnified from the assets of the Trust or where we have no right to be subrogated to such right of indemnity, or in respect of any breach by you of any of the terms of this Agreement or any other contract between us.
3. Material interests
  1. Endowus and/or our related, associated or affiliated corporations provide diversified financial services to a broad range of customers and counterparties, and circumstances may arise in which Endowus, its related, associated or affiliated corporations or a person connected with Endowus (“Connected Person”) may have a material interest in a transaction with or for you or where a conflict of interest may arise between your interests and those of other customers or counterparties of Endowus. However, if Endowus acts in circumstances where it has a material interest or conflict of interests, Endowus will take reasonable steps to ensure that you are treated fairly. Endowus, in its discretion, may also decline to act in such circumstances.
  2. Such material interests and conflicts of interest may include Endowus effecting or arranging a transaction with you or on your behalf or for your Account in connection with which Endowus and/or its Connected Persons may have other direct or indirect material interests.

Brokerage and custody arrangement
1. You agree that Transactions to be executed and/or Investments to be purchased or sold in relation to the Investment Portfolio shall be done through or by any of our nominee, agent or broker as may be appointed from time to time (the “Broker”).
2. Pursuant to Applicable Laws, custody of the Investments or Assets (including monies) will be carried out through an appropriately licensed custodian regulated to deal in capital markets products and provide custodial services (which may include Endowus) and where the Investments or Assets are denominated in a foreign currency, the Investments may be held with an entity which is licensed, registered or authorised to act as a custodian in the country or territory where the Assets are held (the “Custodian”). Where your Assets are deposited with a Custodian outside your home jurisdiction, 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 that of your home jurisdiction. This means that your Assets do not enjoy the same protection as those held in custody accounts in your home jurisdiction. 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.
3. You agree that we may appoint the same entity to be both Broker and Custodian, but may not necessarily do so. While we may assist you with appointing, opening accounts with the Broker and/or Custodian and providing instructions on your behalf, you will not have a direct relationship with each Broker and/or Custodian. Therefore, unless Endowus acts as Custodian, Endowus shall not be liable for any Losses arising out of or in connection with the custody of your Assets or execution of Transactions by or through the Broker and/or Custodian.

1. You agree that:
  1. We may open any account or sub-account (whether in your name or on your behalf), depositing or lodging your Assets with any banking or financial institution, Custodian, sub-custodian or other entity wherever situate as we may in our absolute discretion select, (each a “Nominee”), upon such other terms and conditions as may be approved by us, and you hereby agree to be bound thereby;
  2. Any cash held in the Account is held by us as broker.
  3. You agree that we may pay such fees, costs and commission and other expenses to the Nominee.
  4. The Nominee in turn shall be entitled to appoint, without your further consent, any other person to act as sub-custodian or nominee of the Assets. Where we deposit Assets with a third party, we carry out due diligence in the selection, appointment and periodic review of the third party and of the arrangements for the holding and safekeeping of those Assets. In particular, we take into account the expertise and market reputation of the third party as well as any legal requirements related to the holding of certain financial instruments that could adversely affect clients’ rights. We shall not be liable or responsible for any act or omission of, or any insolvency, fraud, default, negligence or dissolution of, any such sub-custodian, nominee or Nominee or any of its officers, employees, servants or agents in connection with the Assets in its custody and any Loss which you may suffer or incur arising from or in connection therewith.
  5. All or any of the Assets will be registered and/or held in our name or the name of our Nominee provided that we may delay in procuring any such registration or delivery for such periods as we in our discretion think fit. We may keep all or part of the Assets under collective administration at any custodian for securities. You must provide us with any necessary authority or proxies relating to the Assets.
  6. We or our Nominee need not segregate Assets held in your Account from assets we or our Nominee holds for another customer but we will segregate such Assets from our proprietary assets (if any). This means that Assets held on your behalf by us may be pooled with segregated financial instruments belonging to our other clients and held in an omnibus account. Accordingly, your Assets may be treated as fungible with other financial instruments in the omnibus account and you will not necessarily have the right to any specific financial instruments but will instead be entitled subject to any Applicable Laws to the transfer or delivery of an amount of financial instruments of the same class, denomination quantity, description and amount. Your interest in the Assets may not be identifiable by separate certificates, other physical documents or equivalent electronic records. However, we will or will procure that a Nominee to maintain records of your interest in the Assets which have been commingled. In this situation, in the event of a loss of Assets held in an omnibus account that was not made good, you may not receive your full entitlement and it is likely that you would share in the shortfall together with other clients of ours who hold securities in the omnibus account on a pro-rata basis.
  7. If there are any dividends, interests, rights, benefits or other proceeds in relation to your Assets resulting from such commingling, we have discretion as to the allotment of such dividends, interests, rights, benefits or other proceeds (taking into account our obligation to treat clients fairly).
  8. Where we, our Nominee or any sub-custodian hold your Assets with those of other customers in an omnibus client account, you may be exposed to settlement risks arising from the transactions of such other clients in that financial instrument. Your Assets may be pooled with financial instruments of the same description of those of other customers, in the course of settlement, and as a result may be used for the account of other customers. You consent to your Assets being held in an omnibus client account and to the use of your Assets in this way.
  9. Assets placed with a Nominee are placed at your sole risk. We do not act as a trustee and have no trust or other obligations in respect of your Assets other than those expressly provided in this Agreement.
  10. 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 Investments or Assets unless we agree to ;
    3. 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 Laws); or
    4. assist you to seek reimbursement from 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.

1. In order for the Custodian to provide you with custody services, you authorize us, where possible or applicable, to:
  1. provide instructions to the Custodian in relation to the handling of your Investments or Assets, including in relation to redemption, disposing and/or selling such Investments or Assets and you agree to execute any documents as may be required in order to facilitate any such actions in relation to your interest in the Investments or Assets;
  2. execute the relevant application/subscription form(s) or other documents as may be required, on your behalf;
  3. instruct the Custodian to purchase, hold, dispose of or otherwise deal with your Investments or Assets in accordance with these General Terms;
  4. instruct the Custodian to withdraw and transfer Investments or 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;
  5. instruct the Custodian to register your Investments or Assets and keep such Investments or Assets in locations as we shall think fit;
  6. request payment of, collect and receive interest, dividends, payments or other entitlements in respect of any Investments or Assets;
  7. instruct the Custodian to convert any monies payable in respect of your Investments or Assets at the prevailing exchange rate if they are made in a currency different from your Account;
  8. instruct the Custodian to choose to receive a distribution in cash or in kind, unless you have instructed us in writing of your preferred distribution type;
  9. debit/credit the Account with the amount of the total amount payable with respect to any Transaction, proceeds resulting from such Transaction, and such applicable fees, charges, or costs;
  10. where applicable, instruct the Custodian to exchange any Investment or Asset in a temporary form or other Investment or Asset in definitive form and deliver physical scrip form of such Investment or Asset to any depository set up for the purpose of and/or operating scripless trading and to complete and deliver any required document;
  11. surrender your Investments or Assets against receipt of monies payable at maturity or upon redemption at your request to us in writing;
  12. execute any necessary forms, declaration or certificate of ownership under any Applicable Laws; and
  13. take any other action we think appropriate.
2. In relation to custody services provided by the Custodian:
  1. we will keep records to ensure that your Investments or Assets are held on your behalf and do not belong to us. We will furnish you with periodic statements in respect of your Investments or Assets and notify you of any transaction involving your Investments or Assets as soon as practicable after each transaction; and
  2. 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.

1. In addition to the Broker and Custodian, we may rely on other third party intermediaries, such as agents, nominees, independent investment research houses, exchanges, sub-custodians, depositaries, clearing houses or other services providers (“Intermediaries”) in connection with our provision of the Services to you. Notwithstanding any other provision to this Agreement, you hereby acknowledge and agree that provided that we have selected or engaged such Intermediar(ies) in good faith, we shall not be liable to you for any and all Losses suffered or incurred by you as a result of any act, omission, default, insolvency, error or negligence of such Intermediar(ies). In the event a nominee is being used, you are deemed to have contracted as principal with such nominee. You acknowledge that where your Investments are held with different Intermediaries and/or appointees of our Intermediaries, the manner in which your Investments may be held in different entities may be different.
2. You shall, on demand, pay to or reimburse Endowus for all expenses (including without limitation, management or supervisory fees, agents’ and other advisers’ fees, disbursements and operating expenses) incurred by Endowus or its Intermediaries in connection with the performance by Endowus of its obligations hereunder; and the enforcement or preservation by Endowus of its rights hereunder, together with any applicable goods and services tax or other relevant tax.
3. You acknowledge that the Investment Portfolio Assets and any cash balance may be held in [HKD or USD] (or such other currencies as Endowus may deem appropriate) for cost efficacy.
4. You also acknowledge and consent to the fact that there is a risk that such Brokers may regard any Investments which we purchase on your behalf, as investments which we purchase for ourselves. This may in some instances result in prejudice to you. For example, there is a risk that your Investments may potentially be used by the Brokers to satisfy our obligations or obligations of our other customers. You accept that this is a necessary risk of dealing in such jurisdictions through us.
5. For the avoidance of doubt, you agree that neither us nor our appointed Broker shall provide any margin facility to you in respect of the Investments.

Risk acknowledgement
1. You acknowledge and accept the risks set out in the Risk Disclosure Statement as applicable to you, dependent on the location in which you are located as set out in the relevant Schedule which forms part of this Agreement. In accepting the Services provided under this Agreement, you acknowledge and confirm that you have received a copy of the Risk Disclosure Statement set out in Schedule 1 and understand its contents.
2. Endowus may notify you in writing of any changes to the risks set out in the Risk Disclosure Statement. Unless you object to such changes and terminate your Account and/or this Agreement within thirty (30) calendar days, you will be deemed to have expressly agreed and accepted such changes and the new Risk Disclosure Statement shall supersede the previous Risk Disclosure Statement to form part of the Agreement.
Currency conversion/FX spot transactions
1. We are entitled to in our sole and absolute discretion, or if we agree, you may elect by giving notice to us to, convert any sum received by us (whether for credit into your Account or in payment of any sum due to us) to a currency supported within the Account or the currency in which payment is to be made, as the case may be, at a rate of exchange determined by us at the relevant time.
2. You acknowledge, agree, and authorize us to, whether at our discretion or on your instructions, at any time at a rate determined by us in our sole and absolute discretion, convert any amount in any Account or standing to your credit to any other currency for holding in the Account or for the purposes of carrying out your Instructions or exercising our rights under this Agreement.
3. There may be a gain or loss during the conversion of currency and you accept that you are subject to exchange rate risks. Exchange rate losses, negative interest and the costs of conversion (where applicable) shall be borne by you. We will have no responsibility or liability for any diminution in the value of funds due to exchange rate fluctuations, foreign exchange controls, restrictions on convertibility, requisitions, involuntary transfers, distraints of any character, exercise of governmental or military powers, war, strikes, or other causes beyond our reasonable control.
Set-off and lien
1. For so long as you owe monies or obligations (of any nature and however arising) to us, you may not withdraw your Assets from your Account without our consent. We may at any time withhold any Assets pending full settlement of all such monies or obligations owed by you.
2. All your Assets as reflected in your Account shall be subject to a continuing first fixed charge and general lien for the discharge of all obligations due from you to us. We have the power to sell any Assets, close out any positions or liquidate the Investment Portfolio in or towards settlement of your obligations to us.
3. All documents of title and other documents relating to the Assets shall be deposited or transferred by you to us or otherwise placed at our order or at our disposal or under our control.
4. Without prejudice to any right of set-off or general lien or other rights to which we may be entitled, we may set-off from any Assets as reflected in your Account (including any of your monies held in a trust account) against and in whole or partial payment of any sum or liability owed by you to us.
5. You authorise us to do anything in your name which is necessary for us to be able to do any of the foregoing.
6. Our rights under this Agreement are in addition to any other rights we have at law or under any other agreement, and shall not prejudice any other rights or security that we may have.

Confidential information
1. Our duty. Save as permitted under this Agreement or any other agreement with you, we shall treat all information relating to you and your Accounts as confidential.
2. Non-confidential information. You acknowledge that the following information will not be regarded as confidential information and we do not owe you or any other person any duty to keep such information confidential:
  1. information that as at the date of its disclosure is in the public domain (other than through a breach of this Agreement) or which subsequently enters the public domain;
  2. information that was already in our possession before you provided the information to us;
  3. information which we received from a third party who has lawfully acquired such information and is under no confidentiality obligation regarding its disclosure to us; and
  4. any information which is anonymised or encrypted in such a manner where the identities of any person cannot be readily inferred, or which cannot be referable to any particular person.
3. Exceptions from duty of confidence. You give us permission to disclose information relating to you and your Account as follows:
  1. any of our directors, officers, employees, representatives, agents or delegates;
  2. any of our Affiliates, shareholders or related corporations and any of their successors, assigns or sub-contractors, and their directors, officers, employees, representatives, agents or delegates;
  3. our professional advisers, consultants and auditors;
  4. anyone who takes over or may take over all or part of our rights or obligations under this Agreement or anyone this Agreement (or any part of it) is transferred to or may be transferred to;
  5. any person who we believe in good faith to be your legal advisers or other professionals;
  6. any Regulatory Body in any jurisdiction, in so far as we need to do so to keep to Applicable Laws, or which we in good faith believe that we should keep to;
  7. pursuant to a request by any Regulatory Body (regardless of the reason for such request and whether such request is exercised under a court order or otherwise); and
  8. to such other persons or under such other circumstances as you agree. Under any of the circumstances in 12.3.1 to 12.3.3, we shall, where reasonably possible, procure that the recipient be subject to the same duty of confidence.
4. Survival. The permission you give by agreeing to paragraph 12 of these General Terms will apply even after this Agreement ends or your Account is terminated.
5. Your duties. Any data, information or message transmitted to you through our System, the Platform or otherwise is confidential and intended for the sole use of the intended recipient. If you are not the intended recipient, you should immediately notify us and delete or destroy such data, information or message, including all copies thereof.
6. Confidentiality of Other Information. You must keep confidential, all information about the Platform, our System and any information, data, materials or documents provided to you.
Recording
1. You authorise us and any of our Affiliates to record any telephone conversation or any electronic communication conducted between you and us or our personnel, to retain such recordings and use them in such manner as we consider appropriate. The recordings shall be admissible in evidence in legal proceedings and shall have the same probative value as a written original document. You shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of the contents of such records and you hereby waive any right (if any) to so challenge or dispute. You agree that the recordings made by us shall be conclusive evidence of the contents and shall be binding on you.

Your data and our privacy policy
1. As a customer of Endowus, you will need to provide us with your information. Such information may be considered to be personal data or personal information protected under Applicable Laws. By providing us with your personal data or information, you acknowledge and consent to our collection, use, disclosure and/or processing of your personal data/information for the purposes set out below:
  1. client onboarding and facilitating your usage of the Platform and your Account;
  2. providing the Services to you, including providing financial advisory services and recommendations, facilitating Transactions, managing the Assets and Investments;
  3. conducting the daily operation of the Accounts, Services, products and/or other services and facilities requested by, provided to or to be provided to you;
  4. providing you with information, materials and/or documents for information updating, marketing, business development, advertising and/or promotional purposes relating to our Services, whether the services currently exist or are created in the future;
  5. administering benefits or entitlements in connection with our relationship with you or arising from your participation in events, campaigns, or marketing promotions;
  6. compliance with, or directly or indirectly facilitating compliance with, legal, regulatory and tax requirements in any jurisdiction, including those relating to client onboarding, compliance procedures, capital injections and/or withdrawals, enforcement of legal rights, disclosure to law enforcement agencies and authorities for crime prevention and detection;
  7. enabling any actual or proposed assignee, transferee, of purchaser of Endowus, its holding company or its business to evaluate any proposed transaction;
  8. administration and/or managing of the relationship between you and Endowus;
  9. collation, synthesis, processing and management of data and the storing of data relating to any Accounts or Transactions;
  10. market research and/or data analysis purposes to improve or enhance our internal processes; and
  11. any other purposes as reasonably incidental to the above.
2. You further agree and acknowledge that Endowus may share your personal data/information with any joint Account holder(s) and any third parties, including but not limited to any Broker, Custodian, Affiliates, any government administered provident fund and any other Intermediaries, where required to do so in connection with the permitted purposes in paragraph 14.1 of these General Terms. Specifically, you hereby acknowledge that Endowus may share your information including, name, unique identification number, address, other client information, transaction information etc. with all such persons for the purpose of due diligence, client onboarding, investment trade execution, custody of your Assets and otherwise in connection with providing the Services under this Agreement.
3. We may from time to time transfer the data of customers outside Hong Kong for different purposes including processing and storage. Such data may be disclosed, processed, stored or maintained in accordance with the local laws, rules and regulations applicable in the relevant jurisdictions.
4. The foregoing provisions in this paragraph 14 supplements and shall be read and construed together with the Privacy Policy.
Complaints handling and dispute resolution
1. Any complaint regarding how we handle your personal data may be referred to our data protection officer who can be contacted at dataprotection.hk@endowus.com. For any other complaint, dispute or controversy, please send an email to complaints.hk@endowus.com. We will investigate the complaint and report back to you.

Suspension and termination of service
1. Termination or suspension by us. We reserve the right to investigate any suspected violation of this Agreement, restrict, temporarily or permanently suspend or terminate your Account, or the provision of any Services, at any time and with immediate effect and without notice to you, without incurring liability of any kind to you, if any of the following events occur:
  1. you have not fully complied with our account opening criteria and/or met our account opening criteria (as we shall set from time to time), including, our “Know Your Client” procedures;
  2. you fail to make any payment to us or any other party when due, whether under this Agreement or otherwise for the Services;
  3. your death or insanity;
  4. any grounds exist for the presentation of a bankruptcy petition against you;
  5. any representation or warranty made by you under this Agreement or through the Platform or for the Services is incomplete, untrue, incorrect or misleading in any material respect;
  6. you have breached the terms of this Agreement;
  7. you are using the Platform or the Services, in our opinion, in a manner that is in bad faith, may cause us to breach Applicable Laws, have legal liability or disrupt others’ use of the Platform or the Services;
  8. you are using the Platform or the Services for any illegal activities or where we have reasonable suspicion that you may be doing so, or we become aware or suspect that your Account is or will be used for illegal, fraudulent or unauthorized uses;
  9. we become aware or suspect that your Access Methods (i.e. any user identification, passwords and other security credentials assigned to you and required to access and use the Platform) are stolen, lost, damaged or compromised;
  10. we become aware or suspect that the person logged into your Account is not you;
  11. we are required to do so by Applicable Laws or pursuant to a request by any Regulatory Body;
  12. we deem it necessary or appropriate in good faith to meet any obligation under Applicable Laws or requirement by any Regulatory Body, including but not limited to 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;
  13. if, because of any change to any Applicable Laws, or in our opinion, maintaining or performing any obligation under this Agreement becomes illegal, or we are otherwise prohibited from doing so;
  14. scheduled downtime, recurring downtime or other material IT security issues;
  15. a Force Majeure Event;
  16. you publish, post, transfer, distribute or upload any content or information to the Platform which is false, misleading or inaccurate, contains rude and inappropriate language or which creates the impression that any content is sponsored or endorsed by us;
  17. you modify, adapt or reverse engineer the Platform or any part thereof;
  18. you transmit any viruses, worms, defects, Trojan horses or any other items presenting cybersecurity risk or of a destructive nature, or that may otherwise compromise the security of the Platform;
  19. the provision or continued provision of any Services, product or part of any product, would or might in our opinion constitute a breach of our policy, or is not in accordance with our usual business practice and procedure;
  20. you create Accounts by automated means or under false or fraudulent pretenses; or
  21. you are, in our opinion, the subject of any adverse publicity or involved in any litigation that we reasonably believe would be detrimental to our interests.

1. For the purpose of paragraph 16.1.15 of these General Terms, “Force Majeure Event” means any event beyond our reasonable control (and which does not relate to or arise by reason of our default or negligence) which renders impossible or hinders our performance of this Agreement including our Services, including, without limitation:
  1. war, riot, civil unrest or revolution, sabotage, terrorism, insurrection, acts of civil or military authority, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;
  2. terrorist attacks, civil war, civil commotions or riots;
  3. acts of God, epidemic, pandemic, flood, earthquake, typhoon or other natural disasters or adverse weather or environmental condition;
  4. any act of state or other exercise of sovereign, judicial or executive prerogative by any government or public authority, including expropriation, nationalisation or compulsory acquisition or acts claimed to be justified by executive necessity;
  5. fire, explosion or accidental damage;
  6. collapse of building structures or failure of plant machinery, computers or vehicles;
  7. interruption, disruption or failure of utility service, including but not limited to electric power, internet, gas or water; or
  8. any labour disputes, including but not limited to strikes, industrial action or lockouts.
2. For the avoidance of doubt, we shall not be in breach of this Agreement, nor liable for any failure or delay in the performance of any other obligations under this Agreement arising from or attributable to any of the circumstances giving rise to a right to termination under paragraph 16.1 of these General Terms.
3. Termination by notice from us. We may at any time and without liability to you terminate this Agreement including our Services. In such cases, we will endeavor to provide you with not less than 14 calendar days’ written notice. However, in certain cases, we may terminate your Account, the Services or this Agreement by providing shorter notice or providing notice with immediate effect. No such termination will affect any Instruction given by you which is properly received by us before the date of such notice.
4. Termination by notice from you. You may terminate this Agreement or your Account with us at any time by providing us with written notice in the manner as we may specify on our website and/or on our Platform. However, no such termination will affect any Instruction given by you which is properly received by us before the receipt of such notice or any action we may take in relation to your Account before the receipt of such notice.
5. Effect of termination. On termination of the Account or any Services or this Agreement or relationship between you and us:
  1. you will stop using and we will stop providing any Services;
  2. all charges, costs and/or expenses due to us or any third parties under this Agreement shall fall due for repayment immediately; and
  3. we will arrange for any credit balance and Assets in your Account, not realised or disposed in settlement of any liability owed by or on behalf of you to us, to be transferred or delivered to you at the earliest time possible and within fifteen (15) Business Days from the termination of this Agreement, subject to Applicable Laws and unforeseen processing delays by the banks, and subject to you providing us with valid account details for the transfer. Occasionally, we might receive fund/trailer fee rebates, retrocession fees and/or cash dividends (“Post-Termination Fees and Dividends”) from the relevant fund managers after the termination of this Agreement. In the event that we do, such Post-Termination Fees and Dividends may forthwith be held in a segregated account from which we will charge a monthly maintenance fee. Payment of such fees (if any) will be automatically deducted from such account and in the event of insufficient credit balance in such account, we may in our sole discretion liquidate any Assets to satisfy any shortfall.
6. All disclaimers, indemnities and exclusions in this Agreement shall survive the termination of this Agreement.

Indemnity and exclusion of liability
1. You agree to indemnify on a full indemnity basis, to compensate us, and to hold us and all of our employees, directors, officers, Affiliates or counter-party employed or used by us in connection with the Services (collectively, our “Associates”) harmless from and against any and all Losses, and reimburse on demand, against all Losses which we or our Associates may suffer or incur arising from or in connection with the operation of the Account, Transactions, Services, or any Instructions, whether incurred directly or indirectly (unless they arise solely from our fraud, gross negligence or wilful default).
2. We and our Associates shall not be responsible for or liable to you for any Loss which may be suffered or incurred by you in any way in relation to any Services provided pursuant to the terms of this Agreement, or Transaction contemplated under these terms, howsoever caused, except for any such Loss which is due to our fraud, gross misconduct or wilful default. In such event, our liability in connection with any Transaction or Service, shall not exceed the market value of such Transaction or Service at the time of the fraud, gross negligence or wilful default and shall not include any direct, indirect, incidental, special and consequential or punitive damages (including losses arising from counterparty risk, investment losses, economic losses or lost profits).
Notices
1. All notices, demands or other communications required or permitted to be given under this Agreement (“Notices”) shall be sent as follows:
  1. in the case of a Notice to you, to the electronic mail address indicated by you at account opening or edited subsequently through the “Change of Email procedure” available on the Platform or by posting a Notice on the Platform; and
  2. in the case of a Notice to us, by email to support.hk@endowus.com
2. 18.2. You are deemed to receive the Notice sent by us upon the earlier of:
  1. receipt of the Notice by you on the Platform;
  2. receipt of the Notice by you through your electronic mail address; or
  3. expiration of the calendar month following the posting of the Notice on the Platform or to your electronic mail address.
3. We are deemed to receive the Notice sent by you on the date upon which it is sent, unless it is sent after 5.00 pm on a Business Day or at any time on a non-Business Day in which case it will be deemed to have been received on the next following Business Day.
4. You must promptly inform us by email to support.hk@endowus.com or by making the relevant modifications on the Platform of any change in your mailing address, fax number and/or email address for communication or any of your relevant particulars available in our records and send us all supporting documents we require. We will need a reasonable time period, not being less than seven (7) Business Days from receipt, to act and effect the change in our records, after which, we may rely on the change.
5. Applicability of this paragraph. Paragraph 18 of these General Terms relates only to Notices in respect of matters concerning the Platform or Services.
Amendments and variation
1. We shall be entitled to, by posting an updated version of this Agreement at www.endowus.com/en-hk/legal, to supplement, vary and/or modify the terms of this Agreement at any time and such supplement, variation and/or modification shall take effect from the date the Agreement is posted at www.endowus.com/en-hk/legal or any other date specified by us. An amendment or supplement made to reflect a change of Applicable Laws may take effect immediately or otherwise as we may specify. You agree that it shall be your responsibility to review this Agreement regularly. If you do not accept any such supplement, variation and/or modification, you shall immediately discontinue operating the Account and/or utilizing the Services provided by us and promptly close your Account and terminate this Agreement. If you continue to operate the Account and/or utilise the Services provided by us after such notice, you are deemed to have agreed to such supplement, deletion, variation and/or modification without reservation.

Assignment and delegation
1. You acknowledge and agree that we may, in the conduct of our functions, instead of acting ourselves, delegate to or appoint any service provider, agent, sub-agent, contractor, sub-contractor, broker, dealer, custodian, nominee or other third parties, whether in Hong Kong or otherwise, (and such persons shall each be referred to in this Agreement as an “Affiliate” of ours, where the context permits) to carry out, execute or clear any Transaction, hold, custodise or deal with your Assets, or provide ongoing maintenance and support services for the operation of the Platform or such other Services or business as may be required by us.
2. You acknowledge and agree that we may delegate to such Affiliates all or any of the power, authority or discretion vested in us and any such delegation may be made upon such terms and conditions and subject to such regulations (including the power to sub-delegate) as we may think fit and, provided always that we shall have exercised reasonable care in the selection of such Affiliate, we shall not be bound to supervise the actions of and shall not in any way or to any extent be responsible for any loss incurred by you for any failure, neglect, default or breach by any such Affiliate..
3. Assignment. You shall not have the right to assign any of such rights, undertakings, agreements, duties, liabilities and/ or obligations hereunder, except with our written consent. We may assign or transfer any of our rights hereunder to any party without your consent, but subject to prior notification. For the avoidance of doubt, Endowus shall be permitted to consolidate or amalgamate with, or merge with or into, any other financial institution and any reference in this Agreement to Endowus shall be construed as a reference to the successor entity resulting from such consolidation, amalgamation or merger. Your obligations in respect of any Account will not be affected by any takeover, absorption or merger by or of Endowus by, of or with any other financial institution, nor will it be in any way affected by any change in the name or constitution of Endowus or any successor, assignee or transferee.
Miscellaneous
1. Severability and waiver
  1. No failure or delay on our part in exercising any power of sale or any other rights or options hereunder and no notice or demand which may be given to or made upon you by us with respect to any power of sale or other right or option hereunder, shall constitute a waiver thereof, or limit or impair our right to take any action or to exercise any power of sale or any other rights or options hereunder without notice or demand, or prejudice our rights as against you in any respect or render us responsible for any loss arising therefrom. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.
  2. We may grant time or other indulgence to you or any other person, without impairing or affecting in any way any of our rights as against you or any such other persons.
  3. If any provision of this Agreement or part thereof is rendered void, illegal or unenforceable by any law to which it is subject, it shall be rendered void, illegal or unenforceable to that extent and no further and, for the avoidance of doubt, the rest of this Agreement shall continue in full force and effect and the legality, validity and enforceability of the whole of this Agreement in any other jurisdiction shall not be affected.
  4. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
2. Entire agreement
  1. This Agreement and the documents referred to in this Agreement collectively embody the entire terms and conditions agreed upon by you and us as to the subject matter of the same and supersedes and revokes in all respects all other documents, agreements, letters of intent, and undertakings entered into between you and us, whether such be written or oral, with respect to the subject matter hereof. All provisions of this Agreement shall so far as they are capable of being performed or observed continue in full force and effect notwithstanding completion of the matters set out therein except in respect of those matters then already performed and except where expressly stated to the contrary. This Agreement shall be binding on and shall endure for the benefit of each of your and our successors in title or legal personal representatives.
3. Contracts (Rights of Third Parties) Ordinance
  1. Unless stipulated otherwise, a person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623 Laws of Hong Kong) or under any law, to enforce any provision in this Agreement.
4. Governing law
  1. This Agreement shall be governed by, and construed in accordance with, the laws of Hong Kong. You agree to submit to the non-exclusive jurisdiction of the courts Hong Kong for the settlement of any dispute in relation to this Agreement.

INVESTMENT SERVICES SPECIAL TERMS

A. Financial Advisory Service

Financial advice and investment recommendations
1. Endowus provides financial advisory services to you through your usage of the Platform, including financial profiling, financial advice, investment recommendation, investment portfolio recommendation, investment portfolio construction, trade execution and rebalancing of your investment portfolio (the “Advisory Services”). Trade execution and rebalancing of your Investment Portfolio will be carried out in accordance with your investment portfolio selection and rebalancing instructions.
2. Any financial advice, investment recommendation and investment portfolio recommendation is based on the information provided by you. Any inaccurate or incomplete information provided by you may adversely affect the suitability of advice of recommendations. Therefore, you are recommended to update Endowus as soon as possible where there are any material changes to the information provided by you.
3. You may notify Endowus of any change in your profile or information and request by email to support.hk@endowus.com that we review and reconstruct your investment portfolio at any point in time.
4. Without prejudice to any provisions in this Agreement, where you fail to update Endowus as soon as possible (including as contemplated under paragraph 1.2 of these Special Terms) or where you elect not to provide Endowus with the required information to form the basis of its financial advice or recommendation and/or if you choose to adopt an investment portfolio that differs from our recommendation, Endowus shall not be responsible or liable for any Losses resulting from such election.
5. If you choose to invest on your own without any advice or recommendations from us, you are responsible for making sure that the portfolio is suitable for you.
6. If you receive advice or recommendations from us, you must select the portfolio or financial instrument that was recommended to you. If you choose not to do so, you will be deemed to be investing in the financial instrument or portfolio on your own decision and paragraph 1.5 of these Special Terms above applies.

Client Risk Assessment
1. You agree and acknowledge that in making any recommendation, we may be required to take into account and give due consideration to your investment knowledge and experience (“Client Risk Assessment” or “CRA”), or of your investment profile, financial objectives, financial situation, and particular needs before or while providing any Advisory Services, opening any Account or entering into any Transaction for your Account. The CRA may be recorded in such documents as we may require from time to time. Pursuant to such CRA, we may collect information about your investment objectives, financial situation and particular needs.
2. You warrant and represent to us, and shall be deemed to warrant and represent to us on each occasion that any information is provided to us for purposes of determining your investment knowledge and experience, and CRA that all such information provided to us is accurate, correct, complete, and up-to-date.
3. You hereby agree and confirm that:
  1. the information we collect from you may form the basis on which our recommendations to you will be made;
  2. we are entitled to rely and act, and continue to rely and act, on the information you provide to us without verifying such information, and without any further inquiry or investigation;
  3. you are, at all times, responsible and liable for the accuracy, correctness, and completeness of the information;
  4. you will promptly update and inform us of any change in such information;
  5. inaccurate and incomplete information provided may affect the suitability of our recommendations; and
  6. if you do not provide the information requested by us, or if you provide us with incorrect or incomplete information, we may recommend an Investment Portfolio or Investment to you or continue executing your Recurring Investments based only on the information you have provided. In such case, you shall be responsible for ensuring that the Recurring Investments, Investments or Investment Portfolio (even if it is Recommended Investment Portfolio (as defined below)) is suitable and appropriate for you, taking into account your specific objectives, financial situation, investment experience, knowledge and particular needs. Further, we may also elect not to provide or continue to provide you with our Advisory Services.
  Notwithstanding the above, you agree that we may at any time confirm with you that there are no material changes to the information provided to us for purposes of determining your investment knowledge and experience or CRA.

Investment Portfolio Recommendations/ Investment Recommendations
1. Based on your financial objectives and risk tolerance as notified to us, general market and economic condition, and any other factors which we consider to be relevant, we may recommend an investment or an investment portfolio (a “Recommended Investment Portfolio”) to you (together, “Recommended Investment”).In creating or choosing (as the case may be) a Recommended Investment and determining if the investment or investment portfolio is suitable for you, we may take into consideration the nature of the products, key risks and other features, including the investment tenor, fees and liquidity required. You acknowledge and agree that the Recommended Investment does not take into account your specific objectives, financial situation, investment experience, knowledge and particular needs otherwise notified to us through the CRA.
2. You agree that you are responsible for making your own independent investigation and appraisal of all Investments and your own independent verification of any advice, recommendations, view, opinion or information provided by us. You shall fully understand and familiarise yourself with all the terms and conditions of each Investment and the risks involved, and you are reminded that in relation to our Recommended Investment, you will also consider whether the Recommended Investment is suitable and appropriate for you and you will inform us should you have any questions.
3. The Recommended Investment may include a summary of information gathered on your financial objectives and risk tolerance and the basis of the recommendations made to you.
4. You may also select the relevant feature on our Platform to construct your own portfolio (“Self-Constructed Portfolio”) and, based on the information available to us, we will advise you at various stages of the process with regard to the suitability of the portfolio you have created against the CRA we have conducted on you (if any). We may provide recommendations to review your choices or to invest in a Recommended Investment Portfolio instead.
5. You agree that you are not obliged to accept any advice provided by, or recommendation made by us (including any Recommended Investment) and you shall be entitled to determine, in your sole discretion, whether to accept, reject or implement an advice, recommendation or opinion (including any Recommended Investment) made by us.
6. You may also construct and invest in a Self-Constructed Portfolio by contacting Endowus to construct and/or adjust your goals (and plans therein) within your investment portfolio. In such case, however, we may, but shall not be obliged to agree to provide the Services to you.
7. When constructing a Self-Constructed Portfolio, we will provide you with advice if the portfolio you have created does not align with the Client Risk Profile we have conducted on you (if any) and we will provide recommendations to review your choices or to invest in a Recommended Investment Portfolio instead. You may elect to proceed with your choices and you understand that you are choosing not to accept our recommendation or advice, and that proceeding with all current and future Transaction(s) relating to the Self-Constructed Portfolio, and the investment goals and plans therein, are not recommended by us. Further, even if we do agree to proceed with such Transactions, you are reminded that you will also consider whether your Self-Constructed Portfolio, and Investments entered into are suitable and appropriate for you, taking into account your specific objectives, financial situation, investment experience, knowledge and particular needs and you will inform us should you have any questions.
8. We may recommend changes to the Investment Portfolio agreed between you and us due to changes in your specific objectives, financial situation, investment experience, knowledge and particular needs, general economic or market conditions, or any other factors which we consider to be relevant. For the avoidance of doubt, you agree that in recommending such changes, we are entitled to rely and act on the information you provided to us previously without verifying such information, and without any further inquiry or investigation.
9. Until we provide such recommendation as referred to in paragraph 3.8 of these Special Terms above to you, you agree that we shall be entitled to act on the previously agreed Investment Portfolio.
10. If you refuse to provide such information relating to specific objectives, financial situation, investment experience, knowledge, educational qualifications, work experience and particular needs, general economic or market conditions or any other factors which we consider to be relevant, changes to such information or if any such information is omitted, we may not be able to provide you with suitable recommendations, construct a Recommended Investment Portfolio for you or provide you with advice on the construction of your Self-Constructed Portfolio(s). In such case, should you proceed to invest In one of these Portfolios, you will be taken to have chosen not to receive any recommendations from us. Do note that in such cases, Endowus may elect not to allow you to proceed further.
11. When making a recommendation in relation to a collective investment scheme, Endowus may be required to provide you with a copy of the prospectus/profile statement and Product Highlights Sheet (if applicable) in respect of the collective investment scheme and/or any other offer document as may be prescribed by the relevant laws, including any supplementary prospectus/profile statement or replacement prospectus/profile statement in respect of the collective investment scheme. By signing these terms, you hereby agree and consent to Endowus providing you with an abridged version of the document or statement, where applicable.
12. Disclosures
  1. Our portfolios are built on collective investment scheme products managed by a number of fund managers. Summarised details of the funds currently included in our recommended portfolios may be found in the Endowus Investment Funds list section of our website. Links to the fund prospectuses and key investor information documents are provided on our platform.
  2. Unit investments in collective investment scheme products are typically held in an account with a Custodian in our name as a Nominee.

Execution only
1. Subject to the terms and conditions of this Agreement, we may buy, sell, exchange, deal with or otherwise dispose of your Investments and execute orders in relation to Investments on your behalf but, in each case, only upon your specific authorisation and not in the exercise of our discretion. Each such transaction will be “execution only” in nature(“Execution Services”). An “execution only” transaction is a transaction in an Investment that we have not recommended to you or solicited you to enter into, and no financial advice has been, or will be provided to you.
2. Execution Services differ from the Advisory Services. Specifically, you make all the investment decisions relating to your Account and we shall effect execution only transactions on a transaction by transaction basis. Accordingly:
  1. we will not apply standard portfolio models in making recommendations to you;
  2. we will not generally construct a portfolio of assets for you nor recommend a strategic asset allocation to you; and
  3. we have no legal obligation to monitor the composition of the Investments you purchased or to make any recommendation to you once you have purchased them.
3. You acknowledge that if you do not wish to be responsible for the overall portfolio composition and monitoring of those Investments as set out in paragraph 4 of these Special Terms, you should choose our Advisory Services.
4. All Investments offered by us may not have been approved for offer, sale or purchase by any authority outside the jurisdiction in which it is offered. 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 requirements of the jurisdiction of offer, are met.
5. You acknowledge and agree that we may require that you complete a relevant application form and other further documentation in respect of any Investment that you wish to direct us to execute on your behalf, and that a failure to execute any such documents may result in our inability to execute any Investment for you and that you may not be able to proceed with any purchase, sale, exchange or disposal of your Investments.
6. You agree and authorise us to instruct a third party broker to act as execution broker to purchase, hold, dispose of and sell any Investments and take any such other action as may be necessary or appropriate in respect of the Execution Services provided to you under these Special Terms.
7. Your written Instructions for us to provide Execution Services (including by submitting an application form (where applicable)) in respect of any Investment will constitute a valid and binding commitment by you to subscribe for and purchase the relevant Investments as indicated in the instructions. You therefore agree to be bound by such action as we may take on your behalf to execute your instructions. Notwithstanding this, you confirm that you are aware that there is no guarantee or assurance with respect to the amount of Investments you may be ultimately allotted/placed with, and if none is allotted/placed, the contract between us for the subscription will immediately be terminated and all obligations and liabilities arising therefrom shall cease.
Authority and limitations
1. Where relevant, any dealings conducted on your behalf in respect of the Execution Services will be subject to the following:
  1. we shall handle your and our other clients’ orders fairly and in the order in which they are received by us. We may aggregate your orders with those of other clients provided that we reasonably conclude at the outset that it is unlikely that such aggregation will generally operate to your disadvantage (although, in some cases, aggregation may operate to your disadvantage and in other cases aggregation will operate to your advantage) and that we shall give priority to satisfying your orders and those for other clients in any allocation if all orders cannot be filled;
  2. when market conditions do not reasonably permit an Investment order to be executed at one time or in a single transaction, we may execute it over such period as we deem appropriate and we may report to you an average price for a series of transactions so executed instead of the actual price of each transaction;
  3. 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. This may be due to various constraints including, but not limited to any requirement under Applicable Laws; and
  4. for the avoidance of doubt, your Investments will not be confirmed until you are informed by us as to the amount allotted/placed/purchased on your behalf and until such time, you agree you do not have any interests in the Investments.
2. We may, from time to time, send you or make available to you online research materials or recommendations of a general nature that we or third parties have prepared. Such research or recommendations are not personal recommendations tailored for your individual circumstances and do not constitute advice to you on the merits of any particular transaction for you or on the merits of any particular investment for you. We will be under no obligation to take into account any such research material or recommendations when we carry out Execution Services for you.

Instructions
1. You hereby authorise us to act on your Instructions (written, oral or otherwise) to effect the Investments, hold, handle, dispose of or sell Investments, exclusively for your account(s) and at your risk and peril and authorise us, through the broker, including but not limited to irrevocably authorising us to act as your authorised person to provide such Instructions to the broker as may be necessary in relation to the Investments or as may be instructed by you to us from time to time, including but not limited to:
  1. to execute the relevant application / subscription form(s) or other documents as may be required in relation to the Investments, on your behalf;
  2. to share such information as may be required with the broker, the issuer and/or any other third parties as may be required in order to effect the Investments; and
  3. to instruct the broker to debit/credit your Account with the amount of the total amount payable with respect to the Investments, proceeds resulting from such disposal/ sale, and such applicable fees, charges, or costs. For the avoidance of doubt, if your Account is not funded with the relevant amount of funds required for us to act on your Instructions, you agree that under no circumstances shall we be liable for any losses, fees and/or charges that may be incurred in respect of the same.
2. Endowus will use reasonable efforts to secure the best execution of all Transactions. In securing the best execution, it is our policy to consider various factors including the size and type of the Transaction, the nature and character of the markets involved, commission rates offered by available brokers, and brokers’ execution experience, integrity and financial responsibility.
3. You confirm and acknowledge that once you have successfully acquired the Investments, you hereby appoint and instruct a Custodian to hold the Investments for and on your behalf. Without prejudice to the generality of any other provisions, You authorise us to provide instructions to a Custodian in relation to the handling of such Investments, including in relation redemption, disposing and/or selling such Investments and you agree to execute any such further documents as may be required in order to facilitate any such actions in relation to your interest in the Investments.
Representations and Warranties
1. You hereby represent, warrant, acknowledge and agree (which representation, warranty, acknowledgement and agreement will be deemed to be repeated by you on each date on which an Investment is effected by you) that, in connection with an Investment:
  1. you have received the offering circular, prospectus or other disclosure statement and have only relied on the information and representations therein and agree to be bound by its prospectus or other disclosure statement terms, and not relied on any information or communication supplied or made by us, it being understood that any such communication shall not be considered investment advice or a recommendation to effect an Investments nor a representation or warranty in respect of the Investments, including but not limited to, levels of indication of interest and the level of applications;
  2. each Investment is effected by you as principal and for the purposes of investment and you have received all the information you believe is necessary or appropriate in connection with such Investment;
  3. you will not hold Endowus or any of our affiliates or our respective employees responsible for any misstatements in or omissions from any publicly available information concerning the relevant issuer or its manager (“Fund Manager”) or the Investments or the information memorandum, prospectus or other disclosure document issued by the relevant issuer or Fund Manager (if any); and
  4. you are and will be in compliance with all relevant laws, regulations and other requirements relevant to the Investments, and the terms of any final information memorandum, prospectus or disclosure document issued by the issuer or Fund Manager (if any).

C. Discretionary Management Service

Discretionary Portfolio
1. You may select the relevant feature on our Platform to opt for a portfolio to be managed on a full discretionary basis in respect of which you wish to appoint Endowus as investment manager to provide discretionary investment management services (“Discretionary Portfolio”).
2. We will manage the assets under the Discretionary Portfolio subject to compliance with the terms and conditions of this Agreement and on a fully discretionary basis.
3. In connection with the discretionary investment management services provided to you, Endowus shall be entitled to rely on financial and other information provided by you. You agree to inform us by email to support.hk@endowus.com of any material change in your circumstances that might affect the manner in which the Discretionary Portfolio should be invested and to provide Endowus with such other information as it shall reasonably request.
4. You agree that you will not have any role or right to make investment decisions, except for making contributions or withdrawals from the Discretionary Portfolio.
5. You grant us full discretionary authority to manage the Discretionary Portfolio and for that purpose we shall have sole and absolute power and discretion to take the following actions without prior consultation with you:
  1. act on your account of and at your risk, make and implement such investment decisions as Endowus may, in its absolute discretion from time to time, think fit, including investing in any Investments, purchasing or selling Investments at such time and at such prices and on such terms as we see fit, to instruct the remittance of monies from such Discretionary Portfolio for any purpose related to the management of such Discretionary Portfolio upon the terms and conditions set out in this Agreement and otherwise to deal with such Discretionary Portfolio, and perform and undertake all Transactions and Investments necessary or useful for the management of the Discretionary Portfolio, which includes rebalancing the Discretionary Portfolio;
  2. subscribe for, purchase, sell, exchange, convert or otherwise effect Transactions in the Discretionary Portfolio, and to sign any documentation required in connection with such Transactions, including but not limited to the following:
    1. to effect the placement from time to time and at any time any cash or Investments from the Discretionary Portfolio in current, savings, securities and other accounts or on deposit including foreign currency deposits (referred to as “Deposits”) with any bank or financial institution (whether within or outside Hong Kong), to maintain and operate the said accounts, and to withdraw and deal with such cash or Investments in any manner;
    2. to exercise any and all powers in respect of the Deposits and the Investments as if Endowus was the beneficial owner thereof; and
    3. to place orders for the execution of Discretionary Portfolio transactions with or through such brokers, dealers, agents, market makers or issuers as Endowus may select;
  3. rebalance the Discretionary Portfolio to bring it in line with the asset allocation you had selected;
  4. determine how Transactions are to be carried out including investment timing and duration, or decide to use or refrain from using measures to hedge against price, currency or interest risks, choose Investment which appear appropriate for hedging and use any other measures to optimize returns on existing investments as we may in our absolute discretion, deem fit;
  5. issue instructions to the Custodian in connection with:
    1. the receipt, delivery or retention of Discretionary Portfolio assets (including cash);
    2. the receipt, collection, retention or discharge of any and all interest, dividends, bonuses, proceeds of sale or other disposal, payments by way of return of capital, distributions on winding up or maturity and other payments from time to time accruing and becoming payable upon or in respect of the Discretionary Portfolio assets; and
    3. the exercise of all powers, rights, entitlements and discretions (including, if applicable, voting rights) conferred on the owner of the Discretionary Portfolio assets;
  6. carry out of such foreign exchange transactions in connection with the Discretionary Portfolio as Endowus may deem necessary or desirable;
  7. open, maintain and operate any trust, custody or other accounts with the relevant Custodian or in connection with any Deposit; and
  8. execute any documentation required in relation to the Discretionary Portfolio assets and generally do all such acts and things deemed reasonably necessary or desirable by Endowus for the management of the Discretionary Portfolio.
6. You understand, acknowledge and agree that Endowus may from time to time assign and/or delegate all or part of its rights and/or transfer all or part of its obligations under this Agreement to a delegate (which may or may not be an affiliate) without your prior written consent, subject to the overall responsibility, control and supervision of Endowus. Notwithstanding any delegation, assignment and/or appointment by Endowus of any delegate, the rights, responsibilities and obligations of Endowus under this Agreement shall remain unaffected, and all acts or omissions of any delegate or assignee shall be taken as that of Endowus’. You agree that you shall not hold any delegate liable for any act or omission of the delegate or take any legal action against the delegate.
7. You understand, acknowledge and agree that each Transaction and Investment undertaken by Endowus in exercise of its powers under this Agreement shall be subject to all applicable laws and regulations, including, but not limited to, the constitution, rules, regulations, by-laws of any stock exchanges, clearing houses, securities trading or central depository systems or regulatory authorities.
8. Endowus may, but is not obliged to, provide you with separate statements, reports, information or advice relating to the Discretionary Portfolio and if Endowus does so, such statements, reports, information or advice shall be provided in such frequency and in such format as we may determine. You may, however, access statements, reports, information or advice relating to the Discretionary Portfolio using the Platform.

1. Endowus neither guarantees nor makes any representation or warranty concerning the performance of the Discretionary Portfolio or the repayment of capital. In particular, Endowus cannot and does not guarantee that any actions Endowus has or has not taken in connection with the investment and management of the Discretionary Portfolio will not result in any loss to the value of the Discretionary Portfolio. You acknowledge that you are fully aware that there may be unquantifiable risks involved in the investments to be made by Endowus in the performance of its obligations under this Agreement and that the value of the Discretionary Portfolio may increase or decrease.
2. You may terminate the Discretionary Portfolio with us at any time by redeeming your Discretionary Portfolio on the Platform.
3. Upon the final distribution of all proceeds of the redemption of the Discretionary Portfolio to you, the Discretionary Portfolio shall be closed.
4. You agree to indemnify Endowus (and will not hold Endowus liable) from and against any and all liabilities, obligations, losses (including, but not limited to, any losses you may incur in connection with Endowus’ investment and management of the Discretionary Portfolio), damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (other than those resulting from fraud on the part of Endowus) which may be imposed on, incurred by or asserted against Endowus in performing its obligations or duties under this Agreement.
5. Nothing herein contained shall prevent Endowus or its affiliates from buying, holding and dealing in any investments for its own account or for the accounts of its other clients notwithstanding that such investments or similar investments may be held by or for the Discretionary Portfolio.
  1. Nothing herein contained shall prevent Endowus or its affiliates from buying, holding and dealing in any investments for its own account or for other client accounts notwithstanding that such investment decisions are contrary to or conflicting with Endowus’ decisions in relation to the Discretionary Portfolio. You acknowledge that the investment decisions made by Endowus or its affiliates in such circumstances shall be separate and independent of any investment decisions made by Endowus in relation to the Discretionary Portfolio.
  2. Nothing herein contained shall oblige Endowus to reveal its own purchase, holdings, or dealings in any investments for its own account or for other client accounts.

Schedule 1 - Additional General terms and special terms for hong kong clients

‍

1. Applicability

1.1. This Schedule 1 shall apply to you if you receive Services from Endowus HK.

‍

2. Definitions

For the purposes of this Schedule 1, the words and expressions used herein shall have the following meaning:

“SEHK” means the Stock Exchange of Hong Kong; and

“SFO” means the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong).

A. General

English Version of this Agreement Prevails
1. This Agreement is available in the English and Chinese language. In the event of discrepancy, the English version of this Agreement prevails. You confirm that you have read the [English / Chinese] version of this Agreement and that the contents of this Agreement have been fully explained to you in the [English/Chinese] language which you understand, and that you accept this Agreement in its entirety.
Endowus HK
1. Endowus HK Limited (CE number: BQR225), whose principal place of business is at 9/F, 200 Hennessy Road, Wanchai, Hong Kong, is licensed with the SFC to carry on Type 1 (dealing in securities), Type 4 (advising on securities), and Type 9 (asset management) regulated activity.
2. For Type 1 regulated activity, Endowus is subject to the licensing condition that it shall not conduct business other than (a) communicating offers to effect dealings in securities to an exchange participant of a recognized exchange company or a specified exchange, in the names of the persons from whom those offers are received; (b) introducing persons to an exchange participant of a recognized exchange company or a specified exchange, in order that they may (i) effect dealings in securities; or (ii) make offers to deal in securities; and (c) dealing in collective investment schemes. The terms "collective investment scheme" and "dealing" are as defined under the SFO.
3. We undertake to inform you of any material change of our name, address, licensing status, Services and remuneration.
4. Notwithstanding paragraph 7.4.3 of the General Terms and unless otherwise notified to you, where we distribute an investment product to you, (i) we will act as your agent, (ii) it is our policy that you will receive from us any fees, commissions, or other monetary benefits that have been rebated to us by product issuers, (iii) we generally do not have affiliations with the product issuers, and therefore, we are an independent intermediary because:
  1. we do not receive fees, commissions, or other monetary benefits, provided by any party in relation to our distribution of any investment product to you; and
  2. we do not have close links or other legal or economic relationships with product issuers, or receive any non-monetary benefits from any party, which are likely to impair our independence to favour any particular investment product, any class of investment products or any product issuer.
5. If we solicit the sale of or recommend any financial product to you, the financial product must be reasonably suitable for you having regard to your financial situation, investment experience and investment objectives. No other provision of this Agreement or any other document we may ask you to sign and no statement we may ask you to make derogates from this paragraph.

Undertaking, Representations and Warranties
1. In addition to the representations and warranties provided by you pursuant to paragraph 3 of the General Terms, you undertake, represent and warrant that:
  1. should the legal or beneficial ownership of the Account have changed, you will to inform and notify us in writing promptly; and
  2. if you are aware that there are other persons or entities (legal or otherwise) (i) ultimately responsible for originating the Instruction in relation to a Transaction or (ii) stands to gain the commercial or economic benefit of the Transaction and/or bear its commercial or economic risk, you have arrangements in place with such persons or entities to obtain the identity, address and contact details of such persons or entities immediately upon request or procure that they be so obtained. You will, upon our request in relation to a Transaction, promptly request the requisite identity details from the beneficiaries on whose Instructions the Transaction was effected, and provide them to us as soon as received from the beneficiaries or procure that they be so provided.
2. Where you are a “professional investor” for the purposes of the SFO and the subsidiary legislation made thereunder, you acknowledge and agree that we may choose not to provide you with either (i) any contract notes, statements of account or receipts or (ii) any contract notes, statements of account or receipts in accordance with the requirements under the Hong Kong Securities and Futures (Contract Notes, Statements of Account and Receipt) Rules, as amended (Cap. 571Q).
Authorization/Power of attorney
1. Without prejudice to paragraph 6 of the General Terms, you understand that we will not accept any third party Instruction, unless you have formally executed and delivered a valid power of attorney which expressively authorizes a named specific party to give Instruction on your behalf. You further agree to indemnify us from any disputes, losses and other claims arising from the execution by us of any unauthorized third party Instruction transmitted on your behalf. Should you decide to employ a third party to give Instructions, you agree to supply us with an accurate and truthful identification and personal information about the designated third party. You also understand and agree that those personal information will be made available to Hong Kong regulators and other government agencies.

Use of Services
1. Statement and documents
  1. Without prejudice and for the purposes of paragraph 7.6 of the General Terms, to the extent permitted under Applicable Laws, we will provide statements and documents (including acknowledgements, confirmations, contract notes, receipts, statements of account, and information and documents in relation to Investments, such as offering circular, prospectus, financial reports or other disclosure statements) in a consolidated manner through our Platform or via electronic means to the electronic mail address indicated by you at account opening (or otherwise updated pursuant to paragraph 7.6.1 of the General Terms.
  2. Without prejudice and for the purposes of paragraph 7.6 of the General Terms, you consent to the receipt of all statements and documents (including acknowledgements, confirmations, contract notes, receipts and statements of account, and information and documents in relation to Investments, such as offering circular, prospectus, financial reports or other disclosure statements) relating to your Account with us, the Transactions, and other Account activity information through a URL link to the Platform (“Access Service”) or via electronic means to the electronic mail address indicated by you at account opening (or otherwise updated pursuant to paragraph 7.6.1 of the General Terms) in lieu of other means of service. You may revoke such consent by providing at least one month advance notice (by email to support.hk@endowus.com) to us. If you do not provide such consent or if you revoke such consent, we will provide such statements and documents to you by post. If you request such statements and documents to be sent to you by post, we may charge reasonable fees for doing so.
  3. You are responsible for saving an electronic copy of such statements and documents in your own storage or print a hard copy for future reference.
  4. You further acknowledge, understand and agree that:
    1. appropriate hardware and software, internet access and a specific email address, mobile phone number or other electronic address provided and designated by you for receiving electronic mail, short message service (“SMS”) or other electronic notifications from us are required for using the Platform;
    2. Internet, electronic mail, SMS and other electronic information services may be subject to certain IT risks and disruption;
    3. revocation of consent to receive statements and documents through the Access Service will be subject to the giving of such advance notice by you as specified under this paragraph 7.1;
    4. you will be alerted by email when new documents are posted on the Access Service;
    5. notwithstanding paragraph 7.6 of the General Terms, you are responsible for promptly reviewing the trade documents posted on the Access Services upon receiving the notice from us to ensure any errors are detected and reported to us as soon as practicable;
    6. we may charge you reasonable fees for: (i) obtaining a copy of the statements and documents that is no longer available for access and downloading through the Platform; or (ii) requesting us to provide the statements and documents, in addition to the request for the Access Service, by other means; and
    7. in order to avoid missing notifications, you will inform us as soon as practicable upon a change in the designated email address.
2. Pursuant to the Securities and Futures (Client Money) Rules (Cap. 571I, Laws of Hong Kong), you hereby authorize and instruct us to deal, from time to time, with moneys received from you, received on your behalf or held on your behalf, in one or more of the following manners without having to provide you with any prior notice:
  1. pay or transfer moneys to the Account for the purpose of any Transactions or satisfying any outstanding liability owed by you to us;
  2. pay or transfer moneys to product issuers, Brokers, Custodians, or other Intermediaries (in Hong Kong or elsewhere) for the purpose of any Transactions in respect of your Transactions through such third parties; and
  3. exchange moneys in the Account into any other currency(ies),
  (collectively, the “Standing Authority”).
3. Unless you are a “professional investor” for the purposes of the SFO and the subsidiary legislation made thereunder, the Standing Authority is valid for a period of 12 months from the date you enter into this Agreement with us and is subject to renewal. We will provide you with a written notice at least 14 calendar days prior to the expiry of the Standing Authority reminding you of its impending expiry, and informing you that unless you object, it will be renewed upon expiry for a further 12 months. You may revoke the Standing Authority at any time by giving us 7 days’ prior written notice.
4. Where you are a “professional investor” for the purposes of the SFO the Standing Authority is valid until termination of the Account or until revoked by you giving us prior written notice.
5. If the Standing Authority is revoked, you understand that we may not be able to provide you with Services.

Risk Disclosure Statement
1. For the purposes of paragraph 9.1 of the General Terms, the Risk Disclosure Statement set out in the Annex to this Schedule 1 shall apply to you.

Dealing and Execution

Authority and limitations
1. If on the basis of the information that you have previously supplied to us in relation to the needs and suitability analysis where applicable (including without limitation, the CRA), we consider that it is not a suitable Investment for you we may (but are not under any duty to) do one of the following:
  1. we may accept your order but will warn you that it may not be appropriate or suitable for you and that you may be exposing yourself to risks that fall outside your knowledge and experience; or
  2. we may refuse to act on your Instructions as provided for in Applicable Laws where we do not believe it is in your best interests to proceed.
2. Without prejudice to paragraph 9.3 below where we carry out any Transactions solely based on your Instructions and without any opinion, solicitation or recommendation provided by us to you (an “Execution Only Transaction”), you agree, confirm, acknowledge, represent and warrant that:
  1. the Execution Only Transaction is executed on your own initiative strictly pursuant to your Instructions without any offer, inducement, recommendation, solicitation, assessment and/or approval on our part. Accordingly, unless we have otherwise agreed with you in writing, we do not owe you any fiduciary or equitable duties;
  2. to the maximum extent permitted by Applicable Laws, we make no representation nor shall not be responsible or liable for the performance or outcome of and any risks associated with the Execution Only Transaction;
  3. you understand the terms and conditions of the Execution Only Transaction (including the nature, merits and risks of the Transaction) and have independently made your own assessments, judgments and decisions in relation to the Execution Only Transaction;
  4. you have considered the risks and potential losses that may arise out of the Execution Only Transaction and you have sufficient net worth to be able to assume the risks and bear the potential losses of arising out of or in connection with such Transaction;
  5. where we do provide you with any information, including but not limited to offering circular, prospectus or other disclosure statement, relating to the Execution Only Transaction and regardless of whether such information is provided on your initiation and/or at your request, you will carefully consider such information and if you do not understand such information you will seek such further explanation from us or from any other independent qualified adviser as you deem appropriate; and
  6. you consider that the Execution Only Transaction suitable for you in all the circumstances.
3. Despite paragraph 9.2 above, if the Execution Only Transaction is in relation to a complex product (as defined in paragraph 5.5 of the Code of Conduct issued by the SFC) (“Complex Product”), we will ensure that:
  1. the Transaction in the Complex Product is suitable for you in all the circumstances;
  2. sufficient information on the key nature, features and risks of the Complex Product is provided to you; and
  3. warning statements in relation to the distribution of the Complex Product are provided to you in a clear and prominent manner.
4. Without prejudice to any other rights that we may have, we may refuse your Instruction in relation to a Transaction in a Complex Product if we, at our sole and absolute discretion, consider that the Complex Product is not suitable to you.
5. Paragraphs 9.3 and 9.4 do not apply when we provide Services to you in Complex Product which is also a derivative product traded on an exchange in Hong Kong or in a jurisdiction as specified by SFC, and where there has been no solicitation or recommendation by Endowus.

Annex 1 to schedule 1

IMPORTANT - PLEASE READ CAREFULLY
This Risk Disclosure Statement covers risks associated with Transactions that may be carried out through the Platform and forms an integral part of the Agreement. This is an important document which you should read carefully.

The objective of this Risk Disclosure Statement is to explain to you briefly the nature and risks of the Investments that you may undertake with us. In particular, you must be aware that the risk of loss in any Investment or Transaction can be substantial.

Risk of securities trading

The prices of securities fluctuate, sometimes dramatically. The price of a security may move up or down, and may become valueless. It is as likely that losses will be incurred rather than profit made as a result of buying and selling securities.

Risks of client assets received or held outside Hong Kong

Client assets received or held by us outside Hong Kong are subject to the applicable laws and regulations of the relevant overseas jurisdiction which may be different from the SFO and the rules made thereunder. Consequently, such client assets may not enjoy the same protection as that conferred on client assets received or held in Hong Kong.

Risk of providing an authority to hold mail or to direct mail to third parties

If you provide us with an authority to hold mail or to direct mail to third parties, it is important for you to promptly collect in person all contract notes and statements of your account and review them in detail to ensure that any anomalies or mistakes can be detected in a timely fashion.

‍

Risk of trading Renminbi products

Renminbi currency risk: Renminbi is not freely convertible at present and conversion of Renminbi is subject to certain restrictions. For Renminbi products which are not denominated in Renminbi or with underlying investments which are not Renminbi denominated, such products will be subject to multiple currency costs involved in making investments and liquidating investments, as well as the Renminbi exchange rate fluctuations and bid/offer spreads when assets are sold to meet redemption requests and other capital requirements. The PRC government regulates the conversion of Renminbi and other currencies. If the restrictions on Renminbi convertibility and the limitations on the flow of the Renminbi funds between PRC and Hong Kong become more stringent, the depth of the Renminbi market in Hong Kong may become further limited.

Exchange rate risk: The value of the Renminbi against the Hong Kong dollar and other foreign currencies fluctuates and is affected by changes in the PRC and international political and economical conditions and by many other factors. For Renminbi products, the value of investor’s investment in Hong Kong dollar terms may decline if the value of Renminbi depreciates against Hong Kong dollar.

Limited availability of underlying investments denominated in Renminbi: For Renminbi products that do not have access to invest directly in Mainland China, their available choice of underlying investments denominated in Renminbi outside Mainland China may be limited. Such limitation may adversely affect the return and performance of the Renminbi products.

‍

SCHEDULE 2 - PRIVACY POLICY FOR HONG KONG CLIENTS

1. Introduction and application

2. Personal data that we collect

3. Sources of information

4. Purpose of collecting, using and disclosing your personal data

5. Disclosure and sharing of your personal data

6. Transfer of your personal data outside Hong Kong

7. Retaining your personal data

8. Rights of access and rectification

9. Use of cookies and related technologies

10. Third party sites

11. Direct marketing

12. Complaints

13. Changes

14. Contacting us

‍

Introduction and application
1. This policy ("Privacy Policy") describes how Endowus HK Limited (Company Registration No. 2884879) ("Endowus" or “us”) manages Personal Data which is in our possession or under our control. "Personal Data", is defined in the Personal Data (Privacy) Ordinance (Cap. 486, Laws of Hong Kong) ("PDPO"), and means any data (a) relating directly or indirectly to a living individual; (b) from which it is practicable for the identity of the individual to be directly or indirectly ascertained; and (c) in a form in which access to or processing of the data is practicable.
2. By using our services pursuant to your agreement(s) with us (including but not limited to the Agreement (defined below)) ("Services"), operating any account maintained with us, accessing the online platform operated by us (which is accessible through our website at www.endowus.com or through our mobile application) ("Platform"), websites or mobile applications, or otherwise providing information to or communicating with us, you are taken to have agreed to our collection, use, processing and disclosure of your Personal Data in accordance with this Privacy Policy. You understand that failure to supply such Personal Data to us may result in us being unable to continue to provide the Services to you and/or us unable to continue to provide you with access to the Platform.
3. Capitalised terms not otherwise defined in this Privacy Policy shall have the meaning as ascribed in the Terms and Conditions, its Schedules and application form(s) submitted by you (including any terms and conditions or disclaimers thereto) (the "Agreement") between you and us.
4. The terms in this Privacy Policy shall supplement and add to the terms and conditions as set out in the Agreement. In the event of conflict or inconsistency between any provisions in this Privacy Policy and the Agreement, the terms of this Privacy Policy shall prevail in respect of the matters contained herein to the extent of such conflict and inconsistency. Save for the foregoing, this Privacy Policy does not supersede or replace any other consents you may have previously or separately provided to us in respect of your Personal Data, and your consent to this Privacy Policy is in addition to any other rights which we may have to collect, use, process or disclose your Personal Data.
5. The words "we", "us", "our" or any of their derivatives refer to Endowus and its successors and any novatee, assignee, transferee or purchaser of Endowus' rights and/or obligations hereunder and any reference to Endowus includes a reference to such successor, novatee, assignee, transferee or purchaser. The words "you", "your", "yours" or any of their derivatives refer to the person using our Services, operating any account maintained with us, accessing our Platform, website or mobile applications, or otherwise providing information to or communicating with us and shall include, as the context may require, personal representatives (as the case may be).
6. This Privacy Policy shall be governed by, and construed in accordance with, the laws of Hong Kong. Without prejudice to your rights under any applicable laws, any dispute arising out of or in connection with this Privacy Policy and/or the documents referred to herein, including any question regarding their existence, validity or termination, shall be referred to and finally resolved by the courts of Hong Kong and both you and we hereby unconditionally and irrevocably submit to the exclusive jurisdiction of the courts of Hong Kong.

Personal data that we collect
1. We collect, use, disclose, transfer and otherwise process Personal Data about you or individuals who are connected or associated with you including but not limited to your legal representatives ("Associated Persons") in accordance with this Privacy Policy.
2. The Personal Data that we collect or may collect include:
  1. personal contact data including name, telephone number, email address, residential address and correspondence address;
  2. specimen signature(s);
  3. occupation, education, employment status and income levels, including whether you have any professional qualifications relating to finance;
  4. identification card or passport number, nationality, date of birth, place of birth and other information for the verification of identity;
  5. financial and banking information (e.g. information on source and amount of regular income, your financial situation, net assets, income, expenses, cash flow, financial commitments, credit history, bank account and banking transactions);
  6. images, voice recordings of our conversations with you and/or your biometric information;
  7. tax and insurance information;
  8. information about your financial or investment objectives, risk profile and risk tolerance, investments, investment objectives, knowledge and experience and/or business interests and assets, including current investment portfolio, including any life policies, your current securities trading account, whether the amount to be invested with is a substantial portion of your assets and prior investment experience in relation to specific investment products;
  9. personal opinions made known to us (e.g. your feedback or responses to any surveys);
  10. browsing history, patterns or other unique information;
  11. your internet protocol address and information associated with such address;
  12. any other personal data reasonably required in order for us to provide the Services requested by you; and
  13. any other personal data permitted by or required to comply with any applicable local or foreign laws, rules, acts, regulations, subsidiary legislation notices, notifications, circulars, licence conditions, directions, requests, requirements, guidelines, directives, codes, information papers, practice notes, demands, guidance and/or decisions of any national, state or local government, any agency, exchange, regulatory or self-regulatory body, law enforcement body, court, central bank or tax revenue authority or any other authority whether in Hong Kong or elsewhere, whether having the force of law or not (including any intergovernmental agreement between the governments or regulatory authorities of two or more jurisdictions or otherwise), as may be amended from time to time ("Applicable Laws") and our internal control and compliance policies.

Sources of information
1. The Personal Data has/or will be obtained from the following sources, where applicable, or such other sources which we may see fit from time to time:
  1. information provided or submitted by you through among others, your dealings and agreements with us, which includes information provided when registering as a user, providing information regarding any account which you may open with us, providing answers to security questions, completing any confirmations, declarations or forms, or through your utilization of any of our Services, accessing or viewing our Platform;
  2. as applicable, publicly available or publicly accessible information; and
  3. such other written, electronic or verbal communications or documents delivered to us prior to and during the course of our contractual or pre-contractual dealings with you.
2. As the accuracy of your Personal Data depends largely on the information you provide to us, you should inform us as soon as practicable if there are any errors in the Personal Data or if there have been any changes to the Personal Data. We intend to keep the Personal Data accurate and up-to-date, and retain the Personal Data no longer than necessary for the below purposes or as required or permitted by any Applicable Laws.

Purpose of collecting, using and disclosing your personal data
1. We may use your Personal Data for our business purposes, including the provision and continuing operation of the Platform and the Services provided to you. This includes, the following purposes ("Purposes"):
  1. provision of the Services as requested by you, including instructing any Intermediaries and/or third party services providers in order to provide the Services to you;
  2. carrying out any transactions on your behalf contemplated on the Platform and the Services thereto;
  3. assessing and processing applications, instructions or requests from you;
  4. communicating with you, including providing you with updates on changes to our Services;
  5. to verify your identity for the purposes of providing the Services to you;
  6. conducting due diligence checks, screenings or credit checks as may be required by any Applicable Laws or our internal policies and procedures;
  7. for the specific purpose for which it was volunteered or provided to us;
  8. to detect and protect us or any third parties against negligence, fraud, theft and other illegal activities;
  9. to understand your needs and preferences;
  10. improving the content, appearance and utility of the Platform;
  11. to manage and develop infrastructure and business operations;
  12. to administer any account which you may open with us;
  13. to process payments;
  14. to comply with our internal policies and procedures;
  15. to respond to queries or feedback;
  16. to address or investigate any complaints, claims or disputes;
  17. as permitted by any Applicable Laws;
  18. to comply with any Applicable Laws or any request from any relevant governmental or regulatory authority;
  19. financial reporting, regulatory reporting, management reporting, risk management, audit and record keeping purposes;
  20. enforcing obligations owed to us;
  21. seeking professional advice, including legal advice
  22. any other reasonable purposes in connection with the provision of our Services;
  23. with your consent, providing you with marketing materials in connection with the Services we may provide;
  24. fulfilling any purpose directly related to the above Purposes;
  25. to enable any actual or proposed assignee or participant or sub-participant or transferee to evaluate an assignment, participation or sub-participation or transfer of our rights in respect of you or all or any part of our assets or business; and to assign or sub-contract, procure products/services for, or outsource any part of our normal business functions to third parties;
  26. any other purposes that are appropriate or authorized by any Applicable Laws; or
  27. any other purposes that are specified in the data service agreement between us and service provider.
2. You shall acquire consent from Associated Persons before providing their Personal Data to us. Where you have provided Personal Data to us relating to any other individual, unless you have specifically instructed us otherwise, we shall assume that you have obtained the relevant consent in order to do so.
3. You may, at any time, withdraw your consent to receive marketing information from us. If you wish to do so, please contact our data protection officer at dataprotection.hk@endowus.com.
Disclosure and sharing of your personal data
1. Without prejudice to any other provisions in any agreements between us, we may from time to time disclose and share your Personal Data to our directors, officers, employees, representatives, agents or delegates or any third parties including Intermediaries, whether located in Hong Kong or otherwise, to carry out the Purposes. This includes, disclosing and sharing your Personal Data with the following:
  1. any of our directors, officers, employees, representatives, agents or delegates;
  2. any of our shareholders or related corporations, and any of their successors or assigns, and their directors, officers, employees, representatives, agents or delegates;
  3. our professional advisers, consultants and auditors;
  4. any Intermediaries, business partners, service providers, agents, contractors, delegates, suppliers or third parties which we may appoint from time to time to provide us with services in connection with the Platform or the Services that we offer to you, and their directors, officers, employees, representatives, agents or delegates;
  5. any sub-contractors which any of our Intermediaries, service providers, agents, suppliers, delegates or contractors may appoint from time to time to provide them with services in connection with the Platform or the Services that we offer to you, and their directors, officers, employees, representatives, agents or delegates;
  6. any actual or proposed assignee of us or participant or sub-participant or transferee of our rights in respect of you (including anyone who takes over or may take over all or part of our rights or obligations under any agreement we have with you or anyone any agreement we have with you (or any part thereof) is transferred to or may be transferred to) or all or any part of our assets or business;
  7. any person who we believe in good faith to be your legal advisers or other professionals;
  8. any relevant governmental or regulatory authority, in so far as we need to do so to keep to any Applicable Laws, or which we in good faith believe that we should keep to;
  9. pursuant to a request by any relevant governmental or regulatory authority (regardless of the reason for such request and whether such request is exercised under a court order or otherwise);
  10. parties which assist us in carrying out the Purposes laid out above in this Privacy Policy; and
  11. any person to whom we are, in our belief in good faith, under an obligation to make disclosure as required by any Applicable Laws, provided that in the case of disclosures under any of the circumstances in (5.1.1) to (5.1.4), we shall procure that the recipient is subject to the same duty of confidence.
2. In addition to the above, and with your consent, we may use your Personal Data for a new business purpose other than the Purposes identified in 4.1 and transfer your Personal Data to a third party other than the persons identified in 5.1. In such a case, we will separately notify you of the purpose(s) and provide you with the details of such data transfer.

Transfer of your personal data outside Hong Kong
1. We may transfer, store, process and/or deal with your Personal Data outside Hong Kong. When doing so we will take appropriate steps to ensure that the transferred Personal Data is provided with a standard of protection that is at least comparable to the protection under the PDPO.
2. If we engage a data processor (whether within or outside Hong Kong) to process Personal Data on our behalf, we will adopt contractual or other means to prevent the unauthorized or accidental access, processing, erasure, loss or use of the data transferred to the data processor for processing.
Retaining your personal data
1. Your Personal Data is retained as long as the purpose for which it was collected remains and until it is no longer necessary for any other business purposes or to comply with any Applicable Laws. If we engage a data processor (whether within or outside Hong Kong) to process Personal Data on our behalf, we will adopt contractual or other means to prevent any Personal Data transferred to the data processor from being kept longer than is necessary for processing of the data.
Rights of access and rectification
1. You have the choice to ascertain whether we hold Personal Data of which you are the data subject and you may also request access to your Personal Data we hold, or request the rectification of any inaccurate Personal Data. If you would like to do so, please contact our data protection officer at 9/F, 200 Hennessy Road, Wanchai, Hong Kong or at dataprotection.hk@endowus.com. In accordance with the PDPO, we reserve the right to charge a reasonable fee for processing any such requests.
Use of cookies and related technologies
1. Our Platform, websites and mobile applications ("apps" or an "app") use cookies. A cookie is a small text file placed on your computer, system or mobile device when you visit a website or use an app. Cookies collect information about users and their visit to the website or use of the app, such as their Internet protocol (IP) address, how they arrived at the website (for example, through a search engine or a link from another website) and how they navigate within the website or app. We use cookies and other technologies to facilitate your internet sessions and use of our apps, offer you products and/or Services according to your preferred settings, track use of our websites and apps and to compile statistics about activities carried out on our websites and/or through our apps.
2. A pixel tag, also known as a web beacon, is an invisible tag placed on certain pages of our website but not on your computer. Pixel tags are usually used in conjunction with cookies and are used to monitor the behavior of users visiting the website.
3. You may set up your web browser to block cookies which will in turn disable the pixel tags from monitoring your website visit. You may also remove cookies stored from your computer or mobile device. However, if you do block cookies and pixel tags, you may not be able to use certain features and functions of our websites or the Platform.
4. We also use analytics programs similar to Google Analytics for web analytics purposes to manage and improve our websites, mobile applications, the Platform and/or our Services. Certain features may be used and as a result, your information may be collected for reports such as impression reporting, demographic reporting, interest reporting and to assist with tailoring our online advertising to provide you with a better experience.
5. We and our third-party vendors may use first-party cookies or other first-party identifiers, and third-party cookies or other third-party identifiers together, to inform, analyse, optimise, and serve custom ads based on your interests, searches and prior usage patterns when visiting our websites, mobile applications and Platform, and for other market research analysis purposes such as impression reporting and how your interactions with these ads are related to visits to our websites, mobile applications and Platform, amongst others. As a consequence, third party vendors may show our ads on other websites or mobile applications. We neither support or endorse the goals, causes or statements of these websites or mobile applications which display our ads.
6. Where applicable, using the Google Ad Settings (https://www.google.com/settings/u/0/ads/authenticated), you may control the ads you view, block specific advertisers, learn how ads are selected for you, and opt-out of Google Analytics for Display Advertising. To opt out from any collection or use of information by Google Analytics, please download and install the Google Analytics Opt-Out Browser Add-on available at https://tools.google.com/dlpage/gaoptout. By opting out, you will not be subject to online advertising or marketing analysis by Google Analytics and you will no longer receive ads tailored to your browsing patterns and usage preferences.
Third party sites
1. Our web sites may contain links to other websites which are not maintained by us. This Privacy Policy only applies to our websites, mobile applications (as applicable), the Platform and/or our Services. When visiting these third party websites, you should read their privacy policies which will apply to your use of the web sites.

Direct marketing
1. From time to time, we may use your Personal Data to send you news, offers, promotions and joint marketing offers and we will seek your prior consent for such purpose. We may contact you by email, in-app notifications, social media, SMS, text/picture/video message, telephone or mail. Your Personal Data held by us may be used by us in the direct marketing of our Services and Services offered by our business partners.
2. If you do not wish to receive any direct marketing communications from us, you can opt out at any time by updating your preferences through the Platform or contact us through our data protection officer at 9/F, 200 Hennessy Road, Wanchai, Hong Kong or at dataprotection.hk@endowus.com. Upon receipt of your request, we shall cease to use your Personal Data as soon as possible without charge to you.
Complaints
1. We have established the complaint mechanism. If you think any collection, use, process or disclosure of your Personal Data violates this Privacy Policy or any Applicable Laws, please report to our data protection officer at 9/F, 200 Hennessy Road, Wanchai, Hong Kong or at dataprotection.hk@endowus.com and we will process your complaint and respond to you.
Changes
1. Our Privacy Policy may change from time to time. We will post any Privacy Policy changes on this page, for which you will be notified. If you continue to use our Services, operate any account maintained with us, access our Platform, websites or mobile applications (as applicable), and/or otherwise provide information to or communicate with us, you are deemed to have agreed to such changes without reservation.
Contacting us
1. If you have any questions about any aspects of this Privacy Policy or your Personal Data, please contact our data protection officer at 9/F, 200 Hennessy Road, Wanchai, Hong Kong or at dataprotection.hk@endowus.com.