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”) between you and Endow.us Pte. Ltd. (Company No. 201708816N) (“Endowus”) shall constitute the legal agreement between us.
By electronically accepting or acknowledging this Agreement, 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.
SCHEDULE 1 - DEFINITIONS
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 Services 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;
"Accredited Investor" has the meaning ascribed to it in section 4A of the Securities and Futures Act (Cap. 289) of Singapore, as may be amended from time to time, and as set out in the Accredited Investor Declaration Form;
“Affiliates” has the meaning ascribed to it in paragraph 13 of Schedule 2;
“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 this Agreement;
“Business Day” means a day, other than a Saturday or Sunday or public holiday in Singapore;
"CPF" means the Central Provident Fund;
"Custodian" has the meaning ascribed in paragraph 8.2 of this Agreement;
“FAA” means the Financial Advisers Act (Cap. 110) of Singapore;
"Fund Smart Portfolio" has the meaning ascribed in paragraph 5.3 of this Agreement;
“Instructions” means any communication, instruction, order, message data or information received by us through or pursuant to the Platform or otherwise referable to your Access Methods, and any information delivered to us offline by any methods as we may agree to;
"Intermediaries" has the meaning ascribed in paragraph 8.3 of this Agreement;
"Investment Portfolio" means Recommended Investment Portfolio and/or Fund Smart 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 Investment Portfolio Recommendation 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;
“Personal Data” has the meaning ascribed to it in the Personal Data Protection Act (No. 26 of 2012) of Singapore;
“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;
"Recommended Investment Portfolio" shall have the meaning ascribed in paragraph 5.1 of this Agreement;
"Regulatory Body" shall mean any financial, tax, accounting, statutory or other governmental body whether in Singapore or from another jurisdiction, including MAS and IRAS;
“Service” has the meaning ascribed to it under 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;
“Transactions” means transactions in such Investments as we may carry out on your behalf under this Agreement; and
"Unlisted SIPs" has the meaning ascribed in paragraph 5.10 of this Agreement.
The words “we”, “us”, “our” or any of their derivatives refer to Endowus and its successors and any novatee, assignee, transferee or purchaser of Endowus’ rights and/or obligations hereunder and any reference to Endowus includes a reference to such successor, novatee, assignee, transferee or purchaser.
The words “you”, “your”, “yours” or any of their derivatives refer to the person 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).
In this Agreement, unless the context otherwise requires:
SCHEDULE 2 - GENERAL TERMS AND CONDITIONS
SCHEDULE 3 – RISK DISCLOSURE STATEMENT
IMPORTANT - PLEASE READ CAREFULLY
This Risk Disclosure Statement covers risks associated with Transactions that may be carried out through the Platform. The next page covers risks associated with overseas-listed investment products.
RISKS ASSOCIATED WITH INVESTMENTS AND GENERAL FINANCIAL MARKET RISKS
You are fully aware of the risk relating to Transactions entered into. In particular, you understand that:
(1) Your Investments are not “capital protected” and therefore, you may lose your capital by entering into the Transactions; and
(2) No Investment can be 100% profitable. As a general guide, you should only invest if you fully understand the Investments and the risks associated with them.
SUITABILITY OF RECOMMENDATIONS
You agree that any advice provided by us will be based on information from sources believed to be accurate, however no representation or warranty, express or implied is made by us as to the accuracy, completeness or suitability of such advice.
You agree that you are solely responsible for making your own independent investigation and appraisal of any advice, recommendations, view, opinion or information provided by us. You shall fully understand and familiarise yourself with all the terms and conditions of each Investments and the risks involved, and agree that you will only accept our recommended Investment Portfolio Recommendation and Transactions on the basis of your own independent review and determination that the Investment Portfolio Recommendation and/or Investments are suitable and appropriate for you, taking into account your specific objectives, financial situation, investment experience, knowledge and particular needs.
You agree and acknowledge that you have made all necessary enquiries and we have informed you of all material features of and risks involved in respect of the Investments including but not limited to information on:
(a) the nature and objective of the Investments;
(b) the key benefits and risks of the Investments;
(c) details of the providers of the Investments;
(d) your key rights with respect to the Investments;
(e) the intended investment horizon of the Investments;
(f) the ease of converting the Investments to cash;
(g) the expected level of your risk tolerance in respect of the Investments;
(h) the commitment required from you in respect of the Investments;
(i) the pricing of the Investments;
(j) the fees and charges to be borne by you in respect of the Investments;
(k) the frequency of reports to be provided to you in respect of the Investments;
(l) any applicable charges or restrictions on withdrawal, surrender or claim procedures of the Investments;
(m) any applicable warnings, exclusions and disclaimers; and
(n) information in relation to where the prospectus in respect of the Investment (if applicable) may be accessed, or if we consider it appropriate, an abridged version of such prospectus.
We use proprietary algorithms in the portfolio building process including but not limited to portfolio optimization, portfolio rebalancing and portfolio return simulations. Many of the algorithms are based on academic research based primarily on the Nobel Prize-winning Modern Portfolio Theory. The underlying inputs and assumptions are based on external information. We do not guarantee the accuracy or reliability of such information.
You understand the limitations of advice provided by a digital advisor, including the fact that the recommendation may not take into consideration your financial circumstances, existing investment portfolios or the affordability of the investment. We have the right to override the automated algorithm or temporarily halt the digital advisory service in extreme market conditions.
We also retain the right to make material adjustments to the algorithms in the future as it deems necessary. However, any asset allocation changes to your portfolio will require your prior consent.
FINANCIAL MARKET RISK
Markets tend to move in cycles, with periods of rising prices and periods of declining prices. The market value of portfolio assets may fluctuate and result in economic gains and/or losses.
The Investments transacted in by Endowus may include those listed and transacted on exchanges at market prices. Although it is expected that the market price of such Investments will typically approximate its net asset value, it is possible that there may be periods where the market price may deviate from its net asset value.
NO TAX, LEGAL OR OTHER ADVICE
You expressly acknowledge that you have the appetite to assume all economic consequences and risks of the Investments and to the extent necessary, have consulted your own tax, legal and other advisers.
You also acknowledge that we may have an interest in the subject of the report or recommendation, and we may be a counterparty to any Investments entered into by you and/or may otherwise benefit from your Investments.
You also acknowledge the losses incurred due to inaccurate or incomplete information of the Investment Product provided by any Affiliates.
Where the Investments are listed outside Singapore, such Investments are subject to the laws and regulations of the jurisdiction they are listed and you are aware of the risks involved with investing in such products, including but not limited to differences in regulatory regime and investor protection, differences in legal systems, jurisdiction-specific costs (including tax related costs), exposure to foreign counterparty and correspondent broker risks, and exposure to the political, economic and social developments in the applicable jurisdiction. You acknowledge receipt of the Risk Warning Statement on the next page and understand its contents.
Your payments or receipts under a Transaction will be linked to changes in the particular financial market or markets to which the Transaction is linked, and you will be exposed to price, currency exchange, interest rate or other volatility in that market or markets. You may sustain substantial losses on the Investment if the market conditions move against your positions. It is in your interest to fully understand the impact of market movements, in particular the extent of profit/loss you would be exposed to when there is an upward or downward movement in the relevant rates, and the extent of loss if you have to liquidate a position if market conditions move against you. Your position may be liquidated at a loss, and you will be liable for any resulting deficit in your Account with us.
FOREIGN EXCHANGE RISK
The Assets in your portfolio with us may be denominated in different currencies and may not necessarily be in Singapore Dollar at all times. Portfolio assets are therefore subject to foreign exchange risk. The fluctuations in foreign currency rates have an impact on the profit/loss and the Investment where your portfolio (or any part thereof) or any Transaction is denominated or settled in a different currency from the currency where you carry on your ordinary business or keep your accounts.
An overseas-listed investment
product* is subject to the laws and regulations of the jurisdiction it is listed in.
Before you trade in an overseas-listed investment product or authorise someone else to
trade for you, you should be aware of:
Differences in Regulatory Regimes
(a) Overseas markets may be subject to different regulations, and may operate differently from approved exchanges in Singapore. For example, there may be different rules providing for the safekeeping of securities and monies held by custodian banks or depositories. This may affect the level of safeguards in place to ensure proper segregation and safekeeping of your investment products or monies held overseas. There is also the risk of your investment products or monies not being protected if the custodian has credit problems or fails. Overseas markets may also have different periods for clearing and settling transactions. These may affect the information available to you regarding transaction prices and the time you have to settle your trade on such overseas markets.
(b) Overseas markets may be subject to rules which may offer different investor protection as compared to Singapore. Before you start to trade, you should be fully aware of the types of redress available to you in Singapore and other relevant jurisdictions, if any.
(c) Overseas-listed investment products may not be subject to the same disclosure standards that apply to investment products listed for quotation or quoted on an approved exchange in Singapore. Where disclosure is made, differences in accounting, auditing and financial reporting standards may also affect the quality and comparability of information provided. It may also be more difficult to locate up-to- date information, and the information published may only be available in a foreign language.
Differences in legal systems
(d) In some countries, legal concepts which are practiced in mature legal systems may not be in place or may have yet to be tested in courts. This would make it more difficult to predict with a degree of certainty the outcome of judicial proceedings or even the quantum of damages which may be awarded following a successful claim.
(e) The Monetary Authority of Singapore will be unable to compel the enforcement of the rules of the regulatory authorities or markets in other jurisdictions where your transactions will be effected.
(f) The laws of some jurisdictions may prohibit or restrict the repatriation of funds from such jurisdictions including capital, divestment proceeds, profits, dividends and interest arising from investment in such countries. Therefore, there is no guarantee that the funds you have invested and the funds arising from your investment will be capable of being remitted.
(g) Some jurisdictions may also restrict the amount or type of investment products that foreign investors may trade. This can affect the liquidity and prices of the overseas-listed investment products that you invest in.
Different costs involved
(h) There may be tax implications of investing in an overseas-listed investment product. For example, sale proceeds or the receipt of any dividends and other income may be subject to tax levies, duties or charges in the foreign country, in Singapore, or in both countries.
(i) Your investment return on foreign currency-denominated investment products will be affected by exchange rate fluctuations where there is a need to convert from the currency of denomination of the investment products to another currency, or may be affected by exchange controls.
(j) You may have to pay additional costs such as fees and broker’s commissions for transactions in overseas exchanges. In some jurisdictions, you may also have to pay a premium to trade certain listed investment products. Therefore, before you begin to trade, you should obtain a clear explanation of all commissions, fees and other charges for which you will be liable. These charges will affect your net profit (if any) or increase your loss.
Counterparty and correspondent broker risks
(k) Transactions on overseas exchanges or overseas markets are generally effected by your Singapore broker through the use of foreign brokers who have trading and/or clearing rights on those exchanges. All transactions that are executed upon your instructions with such counterparties and correspondent brokers are dependent on their respective due performance of their obligations. The insolvency or default of such counterparties and correspondent brokers may lead to positions being liquidated or closed out without your consent and/or may result in difficulties in recovering your monies and assets held overseas.
Political, Economic and Social Developments
(l) Overseas markets are influenced by the political, economic and social developments in the foreign jurisdiction, which may be uncertain and may increase the risk of investing in overseas-listed investment products.
Our portfolios are built on collective investment scheme products managed by a number of fund managers. Summarised details of the funds currently included in our recommended portfolios may be found in the Frequently Asked Questions section of our website at https://endowus.com/support. Links to the fund prospectuses and key investor information documents are provided on our platform.
Unit investments in collective investment scheme products are typically held on behalf of you under a nominee company’s name and your rights may only be enforced through the nominee company.