ENDOWUS

Terms, Conditions and Disclosures

Updated: 19 February 2024

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. In Singapore, the Services are provided to you by Endowus Singapore Pte. Ltd. (Company No. 201708816N) (“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.

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General Terms and Conditions

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 Needs Analysis and Customer Knowledge Assessment form); 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 21.1 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 MAS and IRAS) whether in Singapore 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;
  “Broker” has the meaning ascribed in paragraph 8.1 of these General Terms;
  “Business Day” means a day, other than a Saturday or Sunday or public holiday in Singapore;
  “Custodian” has the meaning ascribed in paragraph 8.2 of these General Terms;
  “Customer Knowledge Assessment” or “CKA” has the meaning ascribed to it in paragraph 2.1 of Section A of the Special Terms;
  “Discretionary Portfolio” has the meaning ascribed to it in paragraph 8.1 of Section C of the Special Terms;
  “Execution Services” has the meaning ascribed to it in paragraph 4.1 of Section B of the Special Terms;
  “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 or investment products which we may purchase or sell on your behalf pursuant to the relevant portfolio(s) or otherwise;
  “IRAS” means Inland Revenue Authority of Singapore;
  “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);
  “MAS” means the Monetary Authority of Singapore;
  “Needs Analysis” has the meaning ascribed to it in paragraph 2.1 of Section A of the Special Terms;
  “Personal Data” has the meaning ascribed to it in the Personal Data Protection Act 2012;
  “Platform” means the Endowus online platform (accessible through our website at www.endowus.com 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 meaning ascribed in paragraph 3.1 of Section A of the Special Terms;
  “Regulatory Body” shall mean any financial, tax, accounting, statutory or other governmental body whether in Singapore or another jurisdiction, including MAS and IRAS;
  “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;
  “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; and
  “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.
  “U.S. 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).

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. 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;
  4. 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;
  5. 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;
  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 U.S. 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 you shall notify us immediately and without being asked to do so, if this ceases to be true; 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 of 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 MAS), 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), Singapore 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).

Identification/Know Your Client
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. If 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, IRAS) as may be applicable for the purposes of complying with our obligations under applicable tax disclosure or 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.
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 to 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 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 and you authorize us to 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 or your Assets in the Investment Portfolio, in full or in part, whichever is applicable, as soon as practicable for any withdrawal request made 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 on www.endowus.com/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 Singapore 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/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.

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. You and 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 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 dormant Account. If we determine in good faith that we are still unable to trace you thereafter, you agree that the Account will be terminated. We may therefore facilitate the utilization or transfer of all Assets then standing to the credit of any Account or otherwise held by us or our Affiliate (as the case may be) together with any property as may from time to time continue to accrue to those monies and property (whether by way of dividends, interest or otherwise) in any manner we so wish. Thereafter you shall have no right whatsoever to claim such monies and property (or any other property as may accrue to it) and you are deemed to have waived and abandoned all your rights to such Assets (and any other property as may accrue to it) in our/the Custodian’s favour.
  7. From time to time, we may receive fund/trailer fee rebates, retrocession fees and/or cash dividends from the relevant fund managers. Where you have invested your CPF or Supplementary Retirement Scheme (SRS) savings and unless otherwise stated, we will attempt to credit such rebates/fees/dividends to your CPF Investment Account or SRS account which is linked to your Endowus Account. Where we are unable to do so because the details of your linked CPF Investment Account or SRS account are incorrect or the account has been closed, we will make reasonable efforts to contact you for updated account details. If, despite our reasonable efforts to contact you, you fail to provide us with valid account details for the rebates/fees/dividends to be transferred to you within six (6) months from our first communication to you on the rebates/fees/dividends, such rebate/fees/dividends may forthwith be appropriated by us to ourselves to utilise in any manner we so wish for our own benefit. You thereafter shall have no right whatsoever to claim such monies, you being deemed to have waived and abandoned all your rights to such monies (and any other property as may accrue to it) in our favour, and we may, at our discretion, after setting off any applicable administrative costs, use such rebates/fees/dividends, including donating them to a charity of our choice.

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 edited subsequently through the “Change of Email procedure” available on the Platform. 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@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).
  9. View-Only Access. In respect of access to your Account for view-only purposes via additional or secondary log-in details authorised by you where such option has been made available (“Secondary Log-In Details”), you agree:
    1. that information pertaining to and accessible through your Account may be disclosed to such party(ies) authorised to access the Account via the Secondary Log-In Details (“Access Party”);
    2. to indemnify and hold harmless Endowus on demand against and in respect of any or all expenses, costs (including legal costs), losses and/or damages which Endowus may incur in connection with (a) its accepting or giving effect to any Instructions or other communication received by it from an Access Party, through the platform with the Secondary Log-In Details; and/or (b) an Access Party’s access to the Account via the Secondary Log-In Details; and
    3. that Endowus shall not have any liability to you in respect of an Access Party’s access to the Account via the Secondary Log-In Details.
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 as elected by you 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 as 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 Clauses 3 and 7 shall be repeated at the time of each Recurring Investment Transaction. Where you enter into recurring investments, you should be aware that you will 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.
  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.

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 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.
4. You agree that:
  1. you will create and maintain a separate account in the same name with the Custodian. You hereby appoint and instruct the Custodian to hold Investments or Assets for and on your behalf. Without prejudice to the generality of any other provisions, you authorise us to 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. for Investments or Assets that you transfer to the Custodian for custody, you represent and warrant that they belong to you; are authentic, valid and correct in every respect. You agree to fully indemnify us against any Losses that we may suffer due to or arising out of the foregoing representations and warranties being untrue or incorrect in any respect. The Custodian may, in its absolute discretion, refuse to accept any Investments or Assets for custody; and
  3. 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.
5. 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 your 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.

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. We may, 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 or custody account without our consent. We may at any time withhold any Assets pending full settlement of all such monies or obligations owed by you.
2. All your Assets in your custody account 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. You warrant and undertake that none of the Assets held in your custody account as reflected in your Account are or shall be subject to any lien or charge in favour of any other person.
5. Without prejudice to any right of set-off or general lien or other rights to which we may be entitled, we may set-off from any Assets held in your custody account 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.
6. You authorise us to do anything in your name which is necessary for us to be able to do any of the foregoing.
7. Our rights under this Agreement are in addition to any other rights we have at law or under any other agreement, and shall not prejudice any other rights or security that we may have.
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.

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 15.1 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. The foregoing provisions in this paragraph 15 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@endowus.com. For any other complaint, dispute or controversy, please send an email to complaints@endowus.com. We will investigate the complaint and report back to you.
2. Subject to the above paragraph 16.1, any dispute arising out of or in connection with this Agreement and/or the documents referred to herein, including any question regarding their existence, validity or termination, shall be referred to and finally resolved by the courts of Singapore and both you and we hereby unconditionally and irrevocably submit to the exclusive jurisdiction of the courts of Singapore.

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 pretences; 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.
2. For the purpose of paragraph 17.1.15 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.

1. 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 17.1 of these General Terms.
2. 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 endeavour 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.
3. Termination by notice from you. You may terminate this Agreement or your Account with us at any time by providing us with notice in the manner as we may specify on the 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.
4. 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 may discharge our entire liability with respect to your Account by selling your Assets at your expense and arranging for any credit balance in your Account to be transferred 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 appropriated by us to ourselves to utilise in any manner we so wish for our own benefit. You thereafter shall have no right whatsoever to claim such Post-Termination Fees and Dividends, you being deemed to have waived and abandoned all your rights to such monies (and any other property as may accrue to it) in our favour and we may, at our discretion, after setting off any applicable administrative costs, use such Post-Termination Fees and Dividends, including distributing them to other customers of Endowus or donating them to a charity of our choice.
5. 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@endowus.com
2. You are deemed to receive the Notice sent by us upon the earlier of:
  1. receipt of the Notice by you on the 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@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 19 of these General Terms relates only to Notices in respect of matters concerning the Platform or Services.

Assignment and variation
1. We shall be entitled to, by posting an updated version of this Agreement at www.endowus.com/legal/terms-and-conditions, 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/legal/terms-and-conditions 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 Singapore or otherwise, (and such persons shall each be referred to in this Agreement as an “Affiliate” of ours, where the context permits) to carry out, execute or clear any Transaction, hold, custodise or deal with your Assets, or provide ongoing maintenance and support services for the operation of the 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) Act
  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) Act 2001 of Singapore 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 Singapore. You agree to submit to the non-exclusive jurisdiction of the Courts of Singapore for the settlement of any dispute in relation to this Agreement.