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Platform Agreement

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Terms & Conditions
Last updated June 16, 2022
Table of Content

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 Endow.us 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 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.

general terms and condition

  1. 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 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 or register an Account on behalf of any person other than yourself.
    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, any co-operative society, limited liability partnership or registered society.
  1. 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 Services (whether alone or jointly with any other person(s)) pursuant to this Agreement;
      “Access Method(s)” means any user identification, passwords and other security credentials assigned to you and required to access and use the Platform using your Account;
      “Advisory Services” has the meaning ascribed to it in paragraph 1.1 of Section A of the Special Terms;
      “Affiliates” has the meaning ascribed to it in paragraph 20.1 of these General Terms;
      “Applicable Laws” means all applicable local or foreign laws, rules, acts, regulations, subsidiary legislation notices, notifications, circulars, licence conditions, directions, requests, requirements, guidelines, directives, codes, information papers, practice notes, demands, guidance and/or decisions of any national, state or local government, any agency, exchange, regulatory or self-regulatory body, law enforcement body, court, central bank or tax revenue authority or any other authority (including the 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 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 8.7 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 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;
      “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;
      “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.
    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. 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.
  1. 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. you have the capacity, power and authority to enter into, exercise your rights and perform and comply with your obligations under this Agreement;
      6. 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;
      7. your obligations under this Agreement are valid, binding and enforceable;
      8. you are solvent, able to pay your debts as they fall due and are a going concern or not an undischarged bankrupt;
      9. 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;
      10. 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;
      11. your use of our Services complies with all Applicable Laws;
      12. 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.
    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.
  2. 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).
  1. 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.
  2. 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; and/or
      3. doing anything which in our opinion is necessary or desirable to preserve our rights under this Agreement.
    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. we may 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. 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.
  1. 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. 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 funds transfer), nor need we give any reasons for declining to do so. If we decline an order we will not be liable for any Loss incurred by you if we fail or delay to notify 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. Instructions to transfer monies to be reflected as investment capital in your Account can be made anytime through the Platform. 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. Instructions to withdraw funds or cash balance as reflected in your Account can be made anytime through the Platform. 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 through the Platform as may be notified to you from time to time. For the avoidance of doubt, such withdrawal will be subject to the deduction of any outstanding Fees as described in paragraph 7.3 of these General Terms.
    3. Fees and charges
      1. The fee payable by you to us for the Services is specified in the Fee Schedule available on our Platform at www.endowus.com/pricing (“Fees”) as may be amended from time to time. Such Fees may also include fees for the Custodian’s provision of custody services and 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. 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.
      3. 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.
      4. 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.
    4. 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.
    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 on 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 your liabilities (whether actual or contingent) to us, 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 instruction from any Account holder or authorised signatory without further authorisation or notification to the other Account holder(s) or authorised signatories; and
        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.
      5. 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 3 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.
    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 document sent to you and inform us within 14 days from the date of such document of any discrepancies, omissions, or errors. 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.
      6. If you identify one or more discrepancies in any statement sent by Endowus which you determine, acting reasonably and in good faith, are material to our respective rights and obligations in respect of one or more outstanding Transactions, you will notify Endowus by email to support@endowus.com as soon as reasonably practicable and we will attempt to resolve such discrepancies in a timely manner for so long as such discrepancies remain outstanding, using, without limitation, any applicable updated data produced during the period in which such discrepancy remains outstanding. If you do not notify us that the relevant statement sent by us contains discrepancies by 4:00pm Singapore time on the fifth Business Day, following the date on which we provided such data to you, you will be deemed to have affirmed the accuracy of such data.
    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. 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 your 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 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. execute the relevant application/subscription form(s) or other documents as may be required, on your behalf;
      2. instruct the Custodian to purchase, hold, dispose of or otherwise deal with your Investments or Assets in accordance with these General Terms;
      3. 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;
      4. instruct the Custodian to register your Investments or Assets and keep such Investments or Assets in locations as we shall think fit;
      5. request payment of, collect and receive interest, dividends, payments or other entitlements in respect of any Investments or Assets;
      6. 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 custody account;
      7. 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;
      8. instruct the Custodian to debit/credit your custody 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;
      9. 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;
      10. surrender your Investments or Assets against receipt of monies payable at maturity or upon redemption at your request to us in writing;
      11. execute any necessary forms, declaration or certificate of ownership under any Applicable Laws; and
      12. take any other action we think appropriate.
  1. 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.
  2. Currency conversion/FX spot transactions
    1. We are entitled to, or 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.
  3. 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.
  1. 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.
  2. 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.
  1. Your data and our privacy policy
    1. As a customer of Endowus, you will need to provide us with your information. Such information may be considered to be personal data or personal information protected under Applicable Laws. By providing us with your personal data or information, you acknowledge and consent to our collection, use, disclosure and/or processing of your personal data/information for the purposes set out below:
      1. client onboarding and facilitating your usage of the Platform and your Account;
      2. providing the Services to you, including providing financial advisory services and recommendations, facilitating Transactions, managing the Assets and Investments;
      3. conducting the daily operation of the Accounts, Services, products and/or other services and facilities requested by, provided to or to be provided to you;
      4. providing you with information, materials and/or documents for information updating, marketing, business development, advertising and/or promotional purposes relating to our Services, whether the services currently exist or are created in the future;
      5. administering benefits or entitlements in connection with our relationship with you or arising from your participation in events, campaigns, or marketing promotions;
      6. compliance with, or directly or indirectly facilitating compliance with, legal, regulatory and tax requirements in any jurisdiction, including those relating to client onboarding, compliance procedures, capital injections and/or withdrawals, enforcement of legal rights, disclosure to law enforcement agencies and authorities for crime prevention and detection;
      7. enabling any actual or proposed assignee, transferee, of purchaser of Endowus, its holding company or its business to evaluate any proposed transaction;
      8. administration and/or managing of the relationship between you and Endowus;
      9. collation, synthesis, processing and management of data and the storing of data relating to any Accounts or Transactions;
      10. market research and/or data analysis purposes to improve or enhance our internal processes; and
      11. any other purposes as reasonably incidental to the above.
    2. You further agree and acknowledge that Endowus may share your personal data/information with any joint Account holder(s) and any third parties, including but not limited to any Broker, Custodian, Affiliates, any government administered provident fund and any other Intermediaries, where required to do so in connection with the permitted purposes in paragraph 14.1 of these General Terms. Specifically, you hereby acknowledge that Endowus may share your information including, name, unique identification number, address, other client information, transaction information etc. with all such persons for the purpose of due diligence, client onboarding, investment trade execution, custody of your Assets and otherwise in connection with providing the Services under this Agreement.
    3. The foregoing provisions in this paragraph 14 supplements and shall be read and construed together with the Privacy Policy.
  2. 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 15.1, 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.
  1. 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 a manner that 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. scheduled downtime, recurring downtime or other material IT security issues;
      14. a Force Majeure Event;
      15. 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;
      16. you modify, adapt or reverse engineer the Platform or any part thereof;
      17. 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;
      18. you create Accounts by automated means or under false or fraudulent pretenses; or
      19. 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 16.1.14 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.
    3. For the avoidance of doubt, we shall not be in breach of this Agreement, nor liable for any failure or delay in the performance of any other obligations under this Agreement arising from or attributable to any of the circumstances giving rise to a right to termination under paragraph 16.1 of these General Terms.
    4. Termination by notice from us. We may at any time and without liability to you terminate this Agreement including our Services. In such cases, we will endeavor to provide you with not less than 14 calendar days’ written notice. However, in certain cases, we may terminate your Account, the Services or this Agreement by providing shorter notice or providing notice with immediate effect. No such termination will affect any Instruction given by you which is properly received by us before the date of such notice.
    5. 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.
    6. 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
    1. 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 from the relevant fund managers after the fifteenth (15th) Business Days from the termination of this Agreement. If, despite our reasonable efforts to contact you, you fail to provide us with valid account details for the fund/trailer fee rebates or retrocession fees to be transferred to you within ninety (90) calendar days from our first communication to you on the rebates/ dividends, such rebates/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 will, after setting off any applicable administrative costs, donate such fund rebates to a charity of our choice.
    2. All disclaimers, indemnities and exclusions in this Agreement shall survive the termination of this Agreement.
  1. 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).
  2. 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. n the case of a Notice to us, by email to support@endowus.com
    2. 18.2. You are deemed to receive the Notice sent by us upon the earlier of:
      1. receipt of the Notice by you on the Platform;
      2. receipt of the Notice by you through your electronic mail address; or
      3. expiration of the calendar month following the posting of the Notice on the Platform or to your electronic mail address.
    3. We are deemed to receive the Notice sent by you on the date upon which it is sent, unless it is sent after 5.00 pm on a Business Day or at any time on a non-Business Day in which case it will be deemed to have been received on the next following Business Day.
    4. You must promptly inform us by email to support@endowus.com or by making the relevant modifications on the Platform of any change in your mailing address, fax number and/or email address for communication or any of your relevant particulars available in our records and send us all supporting documents we require. We will need a reasonable time period, not being less than seven (7) Business Days from receipt, to act and effect the change in our records, after which, we may rely on the change.
    5. Applicability of this paragraph. Paragraph 18 of these General Terms relates only to Notices in respect of matters concerning the Platform or Services.
  3. Amendments 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.
  1. 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.
  2. 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.

INVESTMENT SERVICES SPECIAL TERMS

A. Financial Advisory Service
  1. Financial advice and investment recommendations
    1. Endowus provides financial advisory services to you through your usage of the Platform, including financial profiling, financial advice, investment portfolio recommendation, investment portfolio construction, trade execution and rebalancing of your investment portfolio (the “Advisory Services”). Trade execution and rebalancing of your Investment Portfolio will be carried out in accordance with your investment portfolio selection and rebalancing instructions.
    2. Any financial advice and investment portfolio recommendation is based on the information provided by you. Any inaccurate or incomplete information provided by you may adversely affect the suitability of advice of recommendations. Therefore, you are recommended to update Endowus as soon as possible where there are any material changes to the information provided by you.
    3. You may notify Endowus of any change in your profile or information and request by email to support@endowus.com that we review and reconstruct your investment portfolio at any point in time.
    4. Without prejudice to any provisions in this Agreement, where you fail to update Endowus as soon as possible (including as contemplated under paragraph 1.2 of these Special Terms) or where you elect not to provide Endowus with the required information to form the basis of its financial advice or recommendation and/or if you choose to adopt an investment portfolio that differs from our recommendation, Endowus shall not be responsible or liable for any Losses resulting from such election.
    5. If you choose to invest on your own without any advice from us, you are responsible for making sure that the portfolio is suitable for you. In such a case, you will not be able to rely on any statutory provision to make any civil claim against Endowus if you experience a loss on the portfolio.
    6. If you receive advice from us, you must select the portfolio that was recommended to you. If you choose not to do so, you will be deemed to be investing in the portfolio on your own decision and paragraph 1.5 of these Special Terms above applies.
  1. Needs Analysis/Customer Knowledge Assessment
    1. You agree and acknowledge that in making any recommendation, we may be required to take into account and give due consideration to your investment knowledge and experience (“Customer Knowledge Assessment” or “CKA”), or of your investment profile, financial objectives, financial situation, and particular needs (the “Needs Analysis”) before or while providing any Advisory Services, opening any Account or entering into any Transaction for your Account. The CKA and Needs Analysis may be recorded in such documents as we may require from time to time. Pursuant to such CKA and Needs Analysis, we may collect information about your investment objectives, financial situation and particular needs, including but not limited to the following:
      1. your financial objectives;
      2. your risk tolerance;
      3. your employment status;
      4. your financial situation, including your assets, liabilities, cash flow and income;
      5. the source and amount of your regular income;
      6. your financial commitments;
      7. your current investment portfolio, including any life policy;
      8. whether the amount to be invested is a substantial portion of your assets;
      9. whether you hold a diploma or have higher qualifications in accountancy, actuarial science, business/business administration/business management/business studies, capital markets, commerce, economics, finance, financial engineering, financial planning, computational finance and insurance;
      10. whether you have a professional finance-related qualification;
      11. whether you have invested in certain collective investment schemes or investment-linked policies at least 6 times in the preceding 3 years, or any other unlisted Specified Investment Products at least 6 times in the preceding 3 years; and
      12. whether you have a minimum of 3 consecutive years of working experience in the past 10 years in the development of, structuring of, management of, sale of, trading of, research on and analysis of investment products or the provision of training in investment products, including any work experience in accountancy, actuarial science, treasury or financial risk management activities.
    2. You warrant and represent to us, and shall be deemed to warrant and represent to us on each occasion that any information is provided to us for purposes of determining your investment knowledge and experience or Needs Analysis that all such information provided to us is accurate, correct, complete, and up-to-date.
    3. You hereby agree and confirm that:
      1. the information we collect from you may form the basis on which our recommendations to you will be made;
      2. we are entitled to rely and act, and continue to rely and act, on the information you provide to us without verifying such information, and without any further inquiry or investigation;
      3. you are, at all times, responsible and liable for the accuracy, correctness, and completeness of the information;
      4. you will promptly update and inform us of any change in such information;
      5. inaccurate and incomplete information provided may affect the suitability of our recommendations; and
      6. if you do not provide the information requested by us, or if you provide us with incorrect or incomplete information, we may recommend an Investment Portfolio to you based only on the information you have provided. In such case, you shall be solely responsible for ensuring that the Investment Portfolio (even if it is Recommended Investment Portfolio (as defined below)) is suitable and appropriate for you, taking into account your specific objectives, financial situation, investment experience, knowledge and particular needs. Further, we may also elect not to provide or continue to provide you with our Advisory Services.
      Notwithstanding the above, you agree that we may at any time confirm with you that there are no material changes to the information provided to us for purposes of determining your investment knowledge and experience or Needs Analysis.
  1. Investment Portfolio Recommendations
    1. Based on your financial objectives and risk tolerance as notified to us, general market and economic condition, and any other factors which we consider to be relevant, we may recommend an investment portfolio to you (“Recommended Investment Portfolio”). In creating the Recommended Investment Portfolio and determining if the relevant products in your Investment Portfolio are suitable for you, we may take into consideration the nature of the products, key risks and other features, including the investment tenor, fees and liquidity required. You acknowledge and agree that the Recommended Investment Portfolio does not take into account your specific objectives, financial situation, investment experience, knowledge and particular needs.
    2. You agree that you are solely responsible for making your own independent investigation and appraisal of all Investments and your own independent verification of any advice, recommendations, view, opinion or information provided by us. You shall fully understand and familiarise yourself with all the terms and conditions of each Investment and the risks involved, and you agree that you will only accept our Recommended Investment Portfolio on the basis of your own independent review and determination that the Recommended Investment Portfolio is suitable and appropriate for you.
    3. The Recommended Investment Portfolio may include a summary of information gathered on your financial objectives and risk tolerance and the basis of the recommendations made to you.
    4. You may also select the relevant feature on our Platform to construct your own portfolio (“Self-Constructed Portfolio”) and, based on the information available to us, we will advise you at various stages of the process with regard to the suitability of the portfolio you have created against the Needs Analysis we have conducted on you (if any). We may provide recommendations to review your choices or to invest in a Recommended Investment Portfolio instead.
    5. You agree that you are not obliged to accept any advice provided by, or recommendation made by us (including any Recommended Investment Portfolio) and you shall be entitled to determine, in your sole discretion, whether to accept, reject or implement an advice, recommendation or opinion (including any Recommended Investment Portfolio) made by us.
    6. You may also construct and invest in a Self-Constructed Portfolio by contacting Endowus to construct and/or adjust your goals (and plans therein) within your investment portfolio. In such case, however, we may, but shall not be obliged to agree to provide the Services to you.
    7. When constructing a Self-Constructed Portfolio, we will provide you with advice if the portfolio you have created does not align with the Needs Analysis we have conducted on you (if any) and we will provide recommendations to review your choices or to invest in a Recommended Investment Portfolio instead. You may elect to proceed with your choices and you understand that you are choosing not to accept our recommendation or advice, and that proceeding with all current and future Transaction(s) relating to the Self-Constructed Portfolio, and the investment goals and plans therein, are not recommended by us. Further, even if we do agree to proceed with such Transactions, you hereby acknowledge and confirm that you shall be solely responsible for ensuring that your Self-Constructed Portfolio, and Investments entered into are suitable and appropriate for you, taking into account your specific objectives, financial situation, investment experience, knowledge and particular needs.
    8. We may recommend changes to the Investment Portfolio agreed between you and us due to changes in your specific objectives, financial situation, investment experience, knowledge and particular needs, general economic or market conditions, or any other factors which we consider to be relevant. For the avoidance of doubt, you agree that in recommending such changes, we are entitled to rely and act on the information you provided to us previously without verifying such information, and without any further inquiry or investigation.
    9. Until we provide such recommendation as referred to in paragraph 3.8 of these Special Terms above to you, you agree that we shall be entitled to act on the previously agreed Investment Portfolio.
    10. If you refuse to provide such information relating to specific objectives, financial situation, investment experience, knowledge, educational qualifications, work experience and particular needs, general economic or market conditions or any other factors which we consider to be relevant, changes to such information or if any such information is omitted, we may not be able to provide you with suitable recommendations, construct a Recommended Investment Portfolio for you or provide you with advice on the construction of your Self-Constructed Portfolio(s). In such case, should you proceed to invest in a Self-Constructed Portfolio, you will be taken to have chosen not to receive any recommendations from us. Do note that in such cases, Endowus may elect not to allow you to proceed further.
    11. When making a recommendation in relation to a collective investment scheme, Endowus may be required to provide you with a copy of the prospectus/profile statement and Product Highlights Sheet (if applicable) in respect of the collective investment scheme and/or any other offer document as may be prescribed by the relevant laws, including any supplementary prospectus/profile statement or replacement prospectus/profile statement in respect of the collective investment scheme. By signing these terms, you hereby agree and consent to Endowus providing you with an abridged version of the document or statement, where applicable.
    12. Disclosures
      1. Our portfolios are built on collective investment scheme products managed by a number of fund managers. Summarised details of the funds currently included in our recommended portfolios may be found in the Endowus Investment Funds list section of our website. Links to the fund prospectuses and key investor information documents are provided on our platform.
      2. Unit investments in collective investment scheme products are typically held in an account with a Custodian in your name.
  1. Execution only
    1. Subject to the terms and conditions of this Agreement, we may buy, sell, exchange, deal with or otherwise dispose of your Investments and execute orders in relation to Investments on your behalf but, in each case, only upon your specific authorisation and not in the exercise of our discretion. Each such transaction will be “execution only” in nature (“Execution Services”). An “execution only” transaction is a transaction in an Investment that we have not recommended to you or solicited you to enter into, and no financial advice has been, or will be provided to you.
    2. Execution Services differ from the Advisory Services. Specifically, you make all the investment decisions relating to your Account and we shall effect execution only transactions on a transaction by transaction basis. Accordingly:
      1. we will not apply standard portfolio models in making recommendations to you;
      2. we will not generally construct a portfolio of assets for you nor recommend a strategic asset allocation to you; and
      3. we have no legal obligation to monitor the composition of the Investments you purchased or to make any recommendation to you once you have purchased them.
    3. You acknowledge that if you do not wish to be responsible for the overall portfolio composition and monitoring of those Investments as set out in paragraph 4 of these Special Terms, you should choose our Advisory Services..
    4. All Investments offered by us may not have been approved for offer, sale or purchase by any authority outside the jurisdiction in which it is offered. If you choose to make any transaction on markets in other jurisdictions particularly on a self-directed basis, you should be aware that by choosing to undertake any transactions you should ensure that the requirements of your home jurisdictions, which may be significantly different or more stringent than requirements of the jurisdiction of offer, are met.
    5. You acknowledge and agree that we may require that you complete a relevant application form and other further documentation in respect of any Investment that you wish to direct us to execute on your behalf, and that a failure to execute any such documents may result in our inability to execute any Investment for you and that you may not be able to proceed with any purchase, sale, exchange or disposal of your Investments.
    6. You agree and authorise us to instruct a third party broker to act as execution broker to purchase, hold, dispose of and sell any Investments and take any such other action as may be necessary or appropriate in respect of the Execution Services provided to you under these Special Terms.
    7. Your written instructions for us to provide Execution Services (including by submitting an application form (where applicable)) in respect of any Investment will constitute a valid and binding commitment by you to subscribe for and purchase the relevant Investments as indicated in the instructions. You therefore agree to be bound by such action as we may take on your behalf to execute your instructions. Notwithstanding this, you confirm that you are aware that there is no guarantee or assurance with respect to the amount of Investments you may be ultimately allotted/placed with, and if none is allotted/placed, the contract between us for the subscription will immediately be terminated and all obligations and liabilities arising therefrom shall cease.
  2. Authority and limitations
    1. Where relevant, any dealings conducted on your behalf in respect of the Execution Services will be subject to the following:
      1. we shall handle your and our other clients’ orders fairly and in the order in which they are received by us. We may aggregate your orders with those of other clients provided that we reasonably conclude at the outset that it is unlikely that such aggregation will generally operate to your disadvantage (although, in some cases, aggregation may operate to your disadvantage and in other cases aggregation will operate to your advantage) and that we shall give priority to satisfying your orders and those for other clients in any allocation if all orders cannot be filled;
      2. when market conditions do not reasonably permit an Investment order to be executed at one time or in a single transaction, we may execute it over such period as we deem appropriate and we may report to you an average price for a series of transactions so executed instead of the actual price of each transaction;
      3. while we will try to execute your instructions in a timely manner, we may not always be able to execute your instruction at any specific time or on the same Business Day. This may be due to various constraints including, but not limited to any requirement under Applicable Laws.
      4. for the avoidance of doubt, your Investments will not be confirmed until you are informed by us as to the amount allotted/placed/purchased on your behalf and until such time, you agree you do not have any interests in the Investments.
    2. We may, from time to time, send you or make available to you online research materials or recommendations of a general nature that we or third parties have prepared. Such research or recommendations are not personal recommendations tailored for your individual circumstances and do not constitute advice to you on the merits of any particular transaction for you or on the merits of any particular investment for you. We will be under no obligation to take into account any such research material or recommendations when we carry out Execution Services for you.
  1. Instructions
    1. You hereby authorise us to act on your instructions (oral or otherwise) to effect the Investments, hold, handle, dispose of or sell Investments, exclusively for your account(s) and at your risk and peril and authorise us, through the broker, including but not limited to irrevocably authorising us to act as your authorised person to provide such instructions to the broker as may be necessary in relation to the Investments or as may be instructed by you to us from time to time, including but not limited to:
      1. to execute the relevant application / subscription form(s) or other documents as may be required in relation to the Investments, on your behalf;
      2. to share such information as may be required with the broker, the issuer and/or any other third parties as may be required in order to effect the Investments; and
      3. to instruct the broker to debit/credit your Account with the amount of the total amount payable with respect to the Investments, proceeds resulting from such disposal/ sale, and such applicable fees, charges, or costs. For the avoidance of doubt, if your Account is not funded with the relevant amount of funds required for us to act on your instructions, you agree that under no circumstances shall we be liable for any losses, fees and/or charges that may be incurred in respect of the same.
    2. Endowus will use reasonable efforts to secure the best execution of all Transactions. In securing the best execution, it is our policy to consider various factors including the size and type of the Transaction, the nature and character of the markets involved, commission rates offered by available brokers, and brokers’ execution experience, integrity and financial responsibility.
    3. You confirm and acknowledge that once you have successfully acquired the Investments, you hereby appoint and instruct a Custodian to hold the Investments for and on your behalf. Without prejudice to the generality of any other provisions, You authorise us to provide instructions to a Custodian in relation to the handling of such Investments, including in relation redemption, disposing and/or selling such Investments and you agree to execute any such further documents as may be required in order to facilitate any such actions in relation to your interest in the Investments.
  2. Representations and Warranties
    1. You hereby represent, warrant, acknowledge and agree (which representation, warranty, acknowledgement and agreement will be deemed to be repeated by you on each date on which an Investment is effected by you) that, in connection with an Investment:
      1. You have received the offering circular, prospectus or other disclosure statement and have only relied on the information and representations therein and agree to be bound by its prospectus or other disclosure statement terms, and not relied on any information or communication supplied or made by us, it being understood that any such communication shall not be considered investment advice or a recommendation to effect an Investments nor a representation or warranty in respect of the Investments, including but not limited to, levels of indication of interest and the level of applications;
      2. Each Investment is effected by you as principal and for the purposes of investment and you have received all the information you believe is necessary or appropriate in connection with such Investment;
      3. You will not hold Endowus or any of our affiliates or our respective employees responsible for any misstatements in or omissions from any publicly available information concerning the relevant issuer or its manager (“Fund Manager”) or the Investments or the information memorandum, prospectus or other disclosure document issued by the relevant issuer or Fund Manager (if any); and
      4. You are and will be in compliance with all relevant laws, regulations and other requirements relevant to the Investments, and the terms of any final information memorandum, prospectus or disclosure document issued by the issuer or Fund Manager (if any).
C. Discretionary Management Service
  1. Discretionary Portfolio
    1. You may select the relevant feature on our Platform to opt for a portfolio to be managed on a full discretionary basis in respect of which you wish to appoint Endowus as investment manager to provide discretionary investment management services (“Discretionary Portfolio”).
    2. We will manage the assets under the Discretionary Portfolio subject to compliance with the terms and conditions of this Agreement and on a fully discretionary basis.
    3. In connection with the discretionary investment management services provided to you, Endowus shall be entitled to rely on financial and other information provided by you. You agree to inform us by email to support@endowus.com of any material change in your circumstances that might affect the manner in which the Discretionary Portfolio should be invested and to provide Endowus with such other information as it shall reasonably request.
    4. You agree that you will not have any role or right to make investment decisions, except for making contributions or withdrawals from the Discretionary Portfolio.
    5. You grant us full discretionary authority to manage the Discretionary Portfolio and for that purpose we shall have sole and absolute power and discretion to take the following actions without prior consultation with you:
      1. act on your account of and at your risk, make and implement such investment decisions as Endowus may, in its absolute discretion from time to time, think fit, including investing in any Investments, purchasing or selling Investments at such time and at such prices and on such terms as we see fit, to instruct the remittance of monies from such Discretionary Portfolio for any purpose related to the management of such Discretionary Portfolio upon the terms and conditions set out in this Agreement and otherwise to deal with such Discretionary Portfolio, and perform and undertake all Transactions and Investments necessary or useful for the management of the Discretionary Portfolio, which includes rebalancing the Discretionary Portfolio;
      2. subscribe for, purchase, sell, exchange, convert or otherwise effect Transactions in the Discretionary Portfolio, and to sign any documentation required in connection with such Transactions, including but not limited to the following:
        1. to effect the placement from time to time and at any time any cash or Investments from the Discretionary Portfolio in current, savings, securities and other accounts or on deposit including foreign currency deposits (referred to as “Deposits”) with any bank or financial institution (whether within or outside Singapore), to maintain and operate the said accounts, and to withdraw and deal with such cash or Investments in any manner;
        2. to exercise any and all powers in respect of the Deposits and the Investments as if Endowus was the beneficial owner thereof; and
        3. to place orders for the execution of Discretionary Portfolio transactions with or through such brokers, dealers, agents, market makers or issuers as Endowus may select;
      3. rebalance the Discretionary Portfolio to bring it in line with the asset allocation you had selected;
      4. determine how Transactions are to be carried out including investment timing and duration, or decide to use or refrain from using measures to hedge against price, currency or interest risks, choose Investment which appear appropriate for hedging and use any other measures to optimize returns on existing investments as we may in our absolute discretion, deem fit;
      5. issue instructions to the Custodian in connection with:
        1. the receipt, delivery or retention of Discretionary Portfolio assets (including cash);
        2. the receipt, collection, retention or discharge of any and all interest, dividends, bonuses, proceeds of sale or other disposal, payments by way of return of capital, distributions on winding up or maturity and other payments from time to time accruing and becoming payable upon or in respect of the Discretionary Portfolio assets; and
        3. the exercise of all powers, rights, entitlements and discretions (including, if applicable, voting rights) conferred on the owner of the Discretionary Portfolio assets;
      6. carry out of such foreign exchange transactions in connection with the Discretionary Portfolio as Endowus may deem necessary or desirable;
      7. open, maintain and operate any trust, custody or other accounts with the relevant Custodian or in connection with any Deposit; and
      8. execute any documentation required in relation to the Discretionary Portfolio assets and generally do all such acts and things deemed reasonably necessary or desirable by Endowus for the management of the Discretionary Portfolio.
    6. You understand, acknowledge and agree that Endowus may from time to time assign and/or delegate all or part of its rights and/or transfer all or part of its obligations under this Agreement to a delegate (which may or may not be an affiliate) without your prior written consent, subject to the overall responsibility, control and supervision of Endowus. Notwithstanding any delegation, assignment and/or appointment by Endowus of any delegate, the rights, responsibilities and obligations of Endowus under this Agreement shall remain unaffected, and all acts or omissions of any delegate or assignee shall be taken as that of Endowus’. You agree that you shall not hold any delegate liable for any act or omission of the delegate or take any legal action against the delegate.
    7. You understand, acknowledge and agree that each Transaction and Investment undertaken by Endowus in exercise of its powers under this Agreement shall be subject to all applicable laws and regulations, including, but not limited to, the constitution, rules, regulations, by-laws of any stock exchanges, clearing houses, securities trading or central depository systems or regulatory authorities.
    8. Endowus may, but is not obliged to, provide you with separate statements, reports, information or advice relating to the Discretionary Portfolio and if Endowus does so, such statements, reports, information or advice shall be provided in such frequency and in such format as we may determine. You may, however, access statements, reports, information or advice relating to the Discretionary Portfolio using the Platform.
    1. Endowus neither guarantees nor makes any representation or warranty concerning the performance of the Discretionary Portfolio or the repayment of capital. In particular, Endowus cannot and does not guarantee that any actions Endowus has or has not taken in connection with the investment and management of the Discretionary Portfolio will not result in any loss to the value of the Discretionary Portfolio. You acknowledge that you are fully aware that there may be unquantifiable risks involved in the investments to be made by Endowus in the performance of its obligations under this Agreement and that the value of the Discretionary Portfolio may increase or decrease.
    2. You may terminate the Discretionary Portfolio with us at any time by redeeming your Discretionary Portfolio on the Platform.
    3. Upon the final distribution of all proceeds of the redemption of the Discretionary Portfolio to you, the Discretionary Portfolio shall be closed.
    4. You agree to indemnify Endowus (and will not hold Endowus liable) from and against any and all liabilities, obligations, losses (including, but not limited to, any losses you may incur in connection with Endowus’ investment and management of the Discretionary Portfolio), damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (other than those resulting from fraud on the part of Endowus) which may be imposed on, incurred by or asserted against Endowus in performing its obligations or duties under this Agreement.
    5. Nothing herein contained shall prevent Endowus or its affiliates from buying, holding and dealing in any investments for its own account or for the accounts of its other clients notwithstanding that such investments or similar investments may be held by or for the Discretionary Portfolio.
      1. Nothing herein contained shall prevent Endowus or its affiliates from buying, holding and dealing in any investments for its own account or for other client accounts notwithstanding that such investment decisions are contrary to or conflicting with Endowus’ decisions in relation to the Discretionary Portfolio. You acknowledge that the investment decisions made by Endowus or its affiliates in such circumstances shall be separate and independent of any investment decisions made by Endowus in relation to the Discretionary Portfolio.
      2. Nothing herein contained shall oblige Endowus to reveal its own purchase, holdings, or dealings in any investments for its own account or for other client accounts.

Schedule 1 - Additional General terms and special terms for singapore clients

1.        Applicability 

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

 

2.        Definitions

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

“Accredited Investor” has the meaning ascribed to it in section 4A of the Securities and Futures Act 2001 of Singapore read with the Securities andFutures (Classes of Investors) Regulations 2018, as may be amended from time to time, and as set out in the Accredited Investor Declaration Form;

“CPF” means the Central Provident Fund;

“FAA” means the Financial Advisers Act 2001 of Singapore; and

“Unlisted SIPs” has the meaning ascribed in paragraph 7.1 of this Schedule.

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General

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3.        Representations and Warranties

3.1. In addition to the representations and warranties provided by you pursuant to paragraph 3 of the General Terms, you represent and warrant that (where you elect to invest your CPF savings), that you have sufficient monies in your CPF Account which have been allocated to the CPF Investment Scheme, you meet the requirements for investing in CPF Investment Scheme and comply with applicable CPF rules, regulations and requirements.

 

4.        Termination

4.1. Without prejudice to the termination events set out in paragraph 16.1 of the General Terms, the following events may additionally apply for the purposes of paragraph 16.1 of the General Terms in respect of your Account or the provision of any Services:

4.1.1.  the Investments no longer meet the applicable CPF rules, regulations and requirements (including the admission criteria) in order to remain in the CPF Investment Scheme or are no longer offered by CPF Investment for any other reason whatsoever, where applicable; or

4.1.2.    your CPF funds or monies are not adequate for investment in the CPF Investment Scheme, where applicable.

 

5.        Risk Disclosure Statement

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

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Investment Services

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6.        Accredited Investor Status

6.1. Where you are an Accredited Investor, you agree and acknowledge that Endowus is not be required to, carry out CKA or the Needs Analysis and paragraphs 2 and 3 of Section A of the Special Terms will not apply to you. You will be regarded as having the relevant knowledge and experience to assess the suitability of our recommendation and Endowus may, but shall not be required to provide a reasonable basis for its recommendations. You will accept full responsibility for assessing and determining whether any recommendations are suitable and appropriate for you.

 

7.        Investment Portfolio Recommendations

7.1.    Our Investment Portfolios may include investment products which are considered to be Specified Investment Products (as defined in the MAS Notice FAA-N16 on Recommendations onInvestment Products) that are neither approved in-principle for listing and quotation on, listed for quotation nor quoted on an organized market unlisted SIP. Where your Investment Portfolio includes an unlisted SIP, we are required to consider whether you have the relevant educational qualifications, investment experience and work experience for investing in an unlisted SIP (the "CKA Assessment"). Following a review of the information you have provided (or lack thereof), where we have assessed that you do NOT have the relevant knowledge or experience in an unlisted SIP pursuant to the CKA Assessment, we will inform you in writing of the outcome of the CKA Assessment. Should you wish to transact in the unlisted SIPs despite having been determined not to possess the relevant knowledge or experience, we may, in our absolute discretion, allow you to proceed, provided that you have taken additional actions including the Unit Trusts and Investment Linked Products Module on the designated e-learning platform as required. This is also subject to you providing certain written confirmations to us and approval from the senior management of Endowus having been obtained in accordance with Applicable Laws and/or Endowus' internal policies and such other requirements as my be applicable from time to time.

7.2.        Where you have been determined to have the relevant knowledge or experience, and Endowus has included unlisted SIPs in your Recommended Investment Portfolio, you hereby confirm and acknowledge that Endowus has advised you on such unlisted SIPs. You are advised to take note of the relevant information on the unlisted SIPs. However, if you choose to increase your investments in unlisted SIPs, invest in unlisted SIPs not included in your Recommended Investment Portfolio, or you otherwise choose the FundSmart Portfolio option, you hereby acknowledge and confirm that:

7.2.1.        you do not wish to receive any advice from Endowus concerning the unlisted SIPs

7.2.2.        you understand it is your responsibility to ensure suitability of the unlisted SIP and

7.2.3.        you understand that in doing so, you will not be able to rely on Section 36 of the FAA to file a civil claim and allege that you have suffered a loss. You are still advised to take note of the relevant information on the unlisted SIPs even if you choose not to receive any advice from Endowus concerning such unlisted SIPs.

7.3.        Where Endowus refreshes its CKA Assessment on clients on a periodic basis. If you fail to provide Endowus with the required information for its CKA Assessment review on a timely basis, Endowus may need to cease any Transactions in unlisted SIPs in yourInvestment Portfolio and in such a case, you accept full risk and liability for any Losses that maybe incurred as a result. If you have (i) passed the CKA Assessment on onboarding or (ii) have completed six (6) transactions involving unlisted SIPs in the last three (3) years and have as a result been considered to have passed the CKA Assessment, and you have been notified that yourCKA Assessment status has expired, you may reach out to Endowus at support@endowus.com with the relevant documentation to have it renewed

DISCLOSURE OF REPRESENTATIVE INFORMATION TO CLIENT

Endowus holds a Capital Markets Services Licence issued by the Monetary Authority of Singapore (“MAS”).

We are authorised to provide the following financial advisory services:

(i)         Advising on Investment Products – Collective Investment Schemes

(ii)        Issuing or Promulgating Analyses/Reports on Investment Products – Collective Investment Schemes

(iii)       Fund Management

(iv)       Dealing in Capital Markets Products – Collective Investment Schemes

Financial Adviser Representatives have been appointed by Endowus to provide financial advice. An updated list of our appointed Financial Adviser Representatives may be found at https://endowus.com/support/900001022966-who-are-the-mas-appointed-representatives-for-endow.us-pte-ltd. All Representatives have a Representative ID and have their names listed on the MAS’ Public Register of Representatives. Please refer to the regulatory profile for information about our Representatives.

The types of financial advisory services allowed by the Representatives:

(i)         Advising on Investment Products (Collective investment schemes)

(ii)        Issuing or Promulgating Analyses/Reports on Investment Products (Collective investment schemes)

COMPLAINTS HANDLING

For any complaint, dispute or controversy regarding any alleged contravention of business conduct requirements or unfair practice in relation to Endowus’ financial advisory service, please send an email to complaints@endowus.com with the following details.

• Full name;

• Contact information (both telephone and email address);

• Whether you are an existing client;

• Description of the complaint and all relevant supporting information; and

• Name of Endow.us Pte Ltd staff involved if relevant.

All complaints received will be acknowledged within 2 business days after the date of receipt of the complaint by us. A complaint received on any day other than a business day, or after the close of business on a business day, will be treated as having been received on the next business day.

All such complaints will be independently reviewed and assessed by Endowus’ Risk & Compliance team. For the purposes of our investigation into your complaint, we may request to speak with you or require further information from you. We will keep you informed of the status of the handling of the complaint.

We will aim to complete the review within 20 business days after the date on which the complaint is received by us, and a written response will be given setting out our final response to the complaint. However, if we are unable to complete the review within the stated timeframe, we will inform you of the delay and provide an indicative reasonable timeframe within which you may expect to receive our final response to the complaint.

If you are not satisfied with the handling of your complaint, dispute or controversy, you may, if appropriate, refer the matter to the Financial Industry Disputes Resolution Centre Ltd (“FIDReC”) at 36 Robinson Road, #15-01, Singapore 068877 or the courts of Singapore. As a financial adviser regulated by MAS, we subscribe to FIDReC. Further information about FIDReC may be obtained from its online website at www.fidrec.com.sg.

For the avoidance of doubt, other complaints will be handled in accordance with the procedure as set out in paragraph 15 of the General Terms.

Annex 1 to schedule 1

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

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

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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 bank deposits and are not obligations of, or guaranteed by Endowus or any of its affiliates and are subject to all investment risks and possible loss of the principal amount invested by you. You may therefore lose your entire capital by entering into the Transactions. Past performance of the same or of similar investments is not an indication of, nor a guarantee of future performance of your Investment; 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.

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Before entering into any Investment or Transaction, you should ensure that you understand fully:

(a) the nature and fundamentals of each Investment or Transaction and the market in which such Investment or Transaction (where applicable) is traded in;

(b) the legal terms and conditions and all of your rights and obligations for each Investment or Transaction, including:

  1. the terms as to price, tenor, expiration dates and other terms material to the Investment or Transaction; and
  2. any term describing risk factors, such as volatility, liquidity, inability to exit the Investment or Transaction.

(c) the legal risks surrounding the Investment or Transaction, including the circumstances under which the Investment or Transaction may be illegal, resulting in it being void and unenforceable;

(d) the extent of the economic and associated risks to which you are exposed to as a result of such Investment or Transaction (and to determine that such risk is suitable for you in light of your own specific experience in relation to that specific Investment or Transaction and your financial objectives, circumstances and resources);

(e) the regulatory and tax treatment of the Investment or Transaction; and

(f) the nature and scope of the relationship between yourself and Endowus in respect of each Investment or Transaction undertaken by you.

You should always ensure that you have in place proper and sufficient means of monitoring the various types of risks associated with any Investment or Transaction. Endowus will not be undertaking such monitoring for you in any circumstance whatsoever.

You should be aware that Endowus is not responsible for any Losses that may be suffered by you, arising from or in connection with movement in prices or exchange rates, errors or delays in the transmission of any instruction from or to you or changes in any Applicable Law.

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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 Investment and the risks involved, and agree that you will only accept our Recommended Investment Portfolio and Transactions on the basis of your own independent review and determination that the Recommended Investment Portfolio 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.

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ALGORITHMS RISK

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.

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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.

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

Under certain market conditions, it may be difficult or impossible to liquidate a position, to assess a fair price or assess risk exposure. This can happen, for example, where there is simply no market traders for such Investment or Transaction, where there is a failure in electronic or telecommunications systems or where there is the occurrence of a Force Majeure Event (which includes any form of restriction, moratorium or suspension on trading imposed by an Exchange, market or other authority regulating trading in the Investments or Transactions). Such events will increase the risk of loss to you.

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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.

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COUNTERPARTY RISK

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 that Losses might be incurred due to inaccurate or incomplete information of the Investment Product provided by any Affiliates.

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COUNTRY RISK

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.

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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.

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RISK DISCLOSURE WARNING ON CUSTODY SERVICES

Your holdings with us are held under custody accounts with us or our nominee, who will be a licensed custodian or an approved trustee for collective investment schemes under the Securities and Futures Act 2001. If we or our nominee becomes insolvent, you may not be able to recover your holdings.

We may pool your Investments with other customers’ investments which we believe are similar in nature or category. This is known as commingling. In this situation, your interest in the Investments may not be easily identified through documentation, but we or our nominee will maintain a record of your interest.

If your Investments are denominated in foreign currency(ies), or are listed outside Singapore in jurisdictions where we do not have operations in, we may appoint custodians or sub-custodians outside Singapore, which are licensed, registered or authorised to act as custodians in the countries/regions or territories where the account(s) are maintained. You may be exposed to additional risk as the applicable laws and regulations of the foreign jurisdiction may differ from Singapore law. This means that your Investments do not enjoy the same protection as those held in custody accounts in Singapore. A possible consequence of this is that in the event of a legal dispute in that market, the courts in that market may not recognise your Investments as belonging to you and you may not be able to recover your Investments.

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OVERSEAS-LISTED INVESTMENT PRODUCTS

RISK WARNING

An overseas-listed investment product* is subject to the laws and regulations of the jurisdiction it is listed in. Before you trade in an overseas-listed investment product or authorise someone else to trade for you, you should be aware of: The level of investor protection and safeguards that you are afforded in the relevant foreign jurisdiction as the overseas-listed investment product would operate under a different regulatory regime. The differences between the legal systems in the foreign jurisdiction and Singapore that may affect your ability to recover your funds. The tax implications, currency risks, and additional transaction costs that you may have to incur. The counterparty and correspondent broker risks that you are exposed to. The political, economic and social developments that influence the overseas markets you are investing in. These and other risks may affect the value of your investment. You should not invest in the product if you do not understand or are not comfortable with such risks. *An “overseas-listed investment product” in this statement refers to a capital markets product that is approved in-principle for listing and quotation only on, or listed for quotation or quoted only on, one or more overseas exchanges .
  1. This statement is provided to you in accordance with paragraph 29D of the Notice on the Sale of Investment Products SFA04-N12.
  2. This statement does not disclose all the risks and other significant aspects of trading in an overseas-listed investment product. You should undertake such transactions only if you understand and are comfortable with the extent of your exposure to the risks.
  3. You should carefully consider whether such trading is suitable for you in light of your experience, objectives, risk appetite, financial resources and other relevant circumstances. In considering whether to trade or to authorise someone else to trade for you, you should be aware of the following:

Differences in Regulatory Regimes

(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.

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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.

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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.

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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.

SCHEDULE 2 - PRIVACY POLICY FOR SINGAPORE CLIENTS

  1. Introduction and application
    1. This policy ("Privacy Policy") describes how Endow.us Pte. Ltd. (Company No. 201708816N) ("Endowus") manages Personal Data which is in our possession or under our control. "Personal Data", is defined in the Personal Data Protection Act 2012 of Singapore ("PDPA"), and currently refers to data, whether true or not, about an individual who can be identified from that data; or from that data and other information to which we have or are likely to have access to.
    2. By using our services pursuant to your agreement(s) with us ("Services"), operating any account maintained with us, accessing the online platform operated by us (which is accessible through our website at www.endowus.com or through our mobile application) ("Platform"), websites or mobile applications, or otherwise providing information to or communicating with us, you are taken to have agreed to our collection, use, processing and disclosure of your Personal Data in accordance with this Privacy Policy.
    3. Capitalised terms not otherwise defined in this Privacy Policy shall have the meaning as ascribed in the Terms and Conditions, its Schedules and application form(s) submitted by you (including any terms and conditions or disclaimers thereto) (the "Agreement") between you and us. 
    4. The terms in this Privacy Policy shall supplement and add to the terms and conditions as set out in the Agreement. In the event of conflict or inconsistency between any provisions in this Privacy Policy and the Agreement, the terms of this Privacy Policy shall prevail in respect of the matters contained herein to the extent of such conflict and inconsistency. Save for the foregoing, this Privacy Policy does not supersede or replace any other consents you may have previously or separately provided to us in respect of your Personal Data, and your consent to this Privacy Policy is in addition to any other rights which we may have to collect, use, process or disclose your Personal Data.  
    5. The words "we", "us", "our" or any of their derivatives refer to Endowus and its successors and any novatee, assignee, transferee or purchaser of Endowus' rights and/or obligations hereunder and any reference to Endowus includes a reference to such successor, novatee, assignee, transferee or purchaser. The words "you", "your", "yours" or any of their derivatives refer to the person using our Services, operating any account maintained with us, accessing our Platform, website or mobile applications, or otherwise providing information to or communicating with us and shall include, as the context may require, personal representatives (as the case may be).
    6. This Privacy Policy shall be governed by, and construed in accordance with, the laws of Singapore. Without prejudice to your rights under any applicable laws, any dispute arising out of or in connection with this Privacy Policy and/or the documents referred to herein, including any question regarding their existence, validity or termination, shall be referred to and finally resolved by the courts of Singapore and both you and we hereby unconditionally and irrevocably submit to the exclusive jurisdiction of the courts of Singapore.
  1. Personal data that we collect
    1. We collect, use, disclose, transfer and otherwise process Personal Data about you or individuals who are connected or associated with you including but not limited to your legal representatives ("Associated Persons") in accordance with this Privacy Policy.
    2. The Personal Data that we collect or may collect include:
      1. personal contact data including name, telephone number, email address, residential address and correspondence address;
      2. specimen signature(s);
      3. occupation, education, employment status and income levels, including whether you have any professional qualifications relating to finance;
      4. identification card or passport number, nationality, date of birth, place of birth and other information for the verification of identity;
      5. financial and banking information (e.g. information on source and amount of regular income, your financial situation, net assets, income, expenses, cash flow, financial commitments, credit history, bank account and banking transactions);
      6. images, voice recordings of our conversations with you and/or your biometric information;
      7. tax and insurance information;
      8. information about your financial or investment objectives, risk profile and risk tolerance, investments, investment objectives, knowledge and experience and/or business interests and assets, including current investment portfolio, including any life policies, your current securities trading account, whether the amount to be invested with is a substantial portion of your assets and prior investment experience in relation to specific investment products;
      9. personal opinions made known to us (e.g. your feedback or responses to any surveys);
      10. browsing history, patterns or other unique information;
      11. your internet protocol address and information associated with such address;
      12. any other personal data reasonably required in order for us to provide the Services requested by you; and
      13. any other personal data permitted by or required to comply with any applicable local or foreign laws, rules, acts, regulations, subsidiary legislation notices, notifications, circulars, licence conditions, directions, requests, requirements, guidelines, directives, codes, information papers, practice notes, demands, guidance and/or decisions of any national, state or local government, any agency, exchange, regulatory or self-regulatory body, law enforcement body, court, central bank or tax revenue authority or any other authority whether in 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 ("Applicable Laws") and our internal control and compliance policies.
  1. Sources of information
    1. The Personal Data has/or will be obtained from the following sources, where applicable, or such other sources which we may see fit from time to time:
      1. information provided or submitted by you through among others, your dealings and agreements with us, which includes information provided when registering as a user, providing information regarding any account which you may open with us, providing answers to security questions, completing any confirmations, declarations or forms, or through your utilization of any of our Services, accessing or viewing our Platform;
      2. as applicable, publicly available or publicly accessible information; and
      3. such other written, electronic or verbal communications or documents delivered to us prior to and during the course of our contractual or pre-contractual dealings with you.
    2. As the accuracy of your Personal Data depends largely on the information you provide to us, you should inform us as soon as practicable if there are any errors in the Personal Data or if there have been any changes to the Personal Data by informing our Data Protection Officer via email at dataprotection@endowus.com.
  1. Purpose of collecting, using and disclosing your personal data
    1. We may collect, use or disclose your Personal Data for our business purposes, including the provision and continuing operation of the Platform and the Services provided to you. This includes, the following purposes ("Purposes"):
      1. performing obligations in the course of or in connection with our provision of the Services as requested by you, including instructing any Broker, Custodian, Intermediaries and/or third party services providers in order to provide the Services to you;
      2. carrying out any transactions on your behalf contemplated on the Platform and the Services thereto;
      3. assessing and processing applications, instructions or requests from you;
      4. managing your relationship with us;
      5. communicating with you, including providing you with updates on changes to our Services;
      6. to verify your identity for the purposes of providing the Services to you;
      7. conducting due diligence checks, screenings or credit checks as may be required by any Applicable Laws or our internal policies and procedures;
      8. for the specific purpose for which it was volunteered or provided to us;
      9. to detect and protect us or any third parties against negligence, fraud, theft and other illegal activities;
      10. to understand your needs and preferences;
      11. improving the content, appearance and utility of the Platform;
      12. to manage and develop infrastructure and business operations;
      13. to administer any account which you may open with us;
      14. to process payments or credit transactions;
      15. to comply with our internal policies and procedures;
      16. to respond to queries or feedback;
      17. to address or investigate any complaints, claims or disputes;
      18. as permitted by any Applicable Laws;
      19. to comply with any Applicable Laws or to assist with any request from or law enforcement and investigations conducted by any relevant governmental or regulatory authority;
      20. financial reporting, regulatory reporting, management reporting, risk management, audit and record keeping purposes;
      21. enforcing obligations owed to us;
      22. seeking professional advice, including legal advice;
      23. any other reasonable purposes in connection with the provision of our Services;
      24. providing you with information, materials and/or documents for marketing, business development, advertising and/or promotional purposes in connection with the Services we may provide. We may use your personal data to recommend you products or services, including special offers, promotions, contests or entitlements that may be of interest to you. Such marketing messages may be sent to you in various modes including but not limited to electronic mail, direct mailers, short message service, telephone calls, facsimile and other mobile messaging services;
      25. transmitting to any unaffiliated third parties including our third party service providers and agents, and relevant governmental and/or regulatory authorities, whether in Singapore or abroad, for the aforementioned purposes; or
      26. fulfilling any purpose directly related to the above Purposes or other incidental business purposes related to or in connection with the above.
    2. The Purposes listed above may continue to apply even in situations where your relationship with us (for example, pursuant to a contract) has been terminated or altered in any way, for a reasonable period thereafter (including, where applicable, a period to enable us to enforce our rights under a contract with you).
    3. You shall acquire consent from Associated Persons before providing their Personal Data to us. Where you have provided Personal Data to us relating to any other individual, we shall assume that you have obtained the relevant consent in order to do so.
    4. You may, at any time, withdraw your consent to receive marketing information from us. If you wish to do so, please contact our data protection officer at dataprotection@endowus.com.
  2. Disclosure and sharing of your personal data
    1. Without prejudice to any other provisions in any agreements between us, we may from time to time disclose and share your Personal Data with our directors, officers, employees, representatives, agents or delegates or any third parties including Intermediaries, whether located in Singapore or otherwise, to carry out the Purposes.
      This includes disclosing and sharing your Personal Data with the following:
      1. any of our directors, officers, employees, representatives, agents or delegates;
      2. any of our shareholders or related corporations, and any of their successors or assigns, and their directors, officers, employees, representatives, agents or delegates;
      3. our professional advisers, consultants and auditors;
      4. any Intermediaries, service providers, agents, contractors, delegates, suppliers or third parties which we may appoint from time to time to provide us with services in connection with the Platform or the Services that we offer to you, and their directors, officers, employees, representatives, agents or delegates;
      5. any sub-contractors which any of our Intermediaries, service providers, agents, suppliers, delegates or contractors may appoint from time to time to provide them with services in connection with the Platform or the Services that we offer to you, and their directors, officers, employees, representatives, agents or delegates;
      6. anyone who takes over or may take over all or part of our rights or obligations under any agreement we have with you or anyone any agreement we have with you (or any part thereof) is transferred to or may be transferred to;
      7. any person who we believe in good faith to be your legal advisers or other professionals;
      8. any relevant governmental or regulatory authority, in so far as we need to do so to keep to any Applicable Laws, or which we in good faith believe that we should keep to;
      9. pursuant to a request by any relevant governmental or regulatory authority (regardless of the reason for such request and whether such request is exercised under a court order or otherwise);
      10. parties which assist us in carrying out the Purposes laid out above in this Privacy Policy; and
      11. any person to whom we are, in our belief in good faith, under an obligation to make disclosure as required by any Applicable Laws, provided that in the case of disclosures under any of the circumstances in paragraphs 5.1.1 to 5.1.4, we shall procure that the recipient is subject to the same duty of confidence.
  1. Transfer of your personal data outside Singapore
    1. We may transfer, store, process and/or deal with your Personal Data outside Singapore. When doing so we will take appropriate steps to ensure that the transferred Personal Data is provided with a standard of protection that is at least comparable to the protection under the PDPA.
  2. Retaining your personal data
    1. We may retain your Personal Data for as long as it is necessary to fulfil the purpose(s) for which it was collected, or as required or permitted by Applicable Laws. We will cease to retain your Personal Data, or remove the means by which the data can be associated with you, as soon as it is reasonable to assume that such retention no longer serves the purpose(s) for which the Personal Data was collected, and is no longer necessary for legal or business purposes.
  3. Withdrawing your consent
    1. The consent that you provide for the collection, use and disclosure of your Personal Data will remain valid until such time it is being withdrawn by you in writing. You may withdraw consent and request us to stop collecting, using and/or disclosing your Personal Data for any or all of the Purposes listed above by submitting your request via email to our Data Protection Officer at the contact details provided below.
    2. Upon receipt of your written request to withdraw your consent, we may require reasonable time (depending on the complexity of the request and its impact on our relationship with you) for your request to be processed and for us to notify you of the consequences of us acceding to the same, including any legal consequences which may affect your rights and liabilities to us. In general, we will aim to process your request within ten (10) business days of receiving it.
    3. Whilst we respect your decision to withdraw your consent, please note that depending on the nature and scope of your request, we may not be in a position to continue providing our services to you and we shall, in such circumstances, notify you before completing the processing of your request.
    4. Please note that withdrawing consent does not affect our right to continue to collect, use and disclose Personal Data where such collection, use and disclose without consent is permitted or required under Applicable Laws.
  4. Rights of access and rectification
    1. You may request access to your Personal Data we hold about you or information about the ways in which we use or disclose your personal data, or request the rectification or correction of any of your Personal Data. If you would like to do so, please contact our data protection officer at dataprotection@endowus.com.
    2. Please note that a reasonable fee may be charged for an access request. If so, we will inform you of the fee before processing your request.
    3. We will respond to your request as soon as reasonably possible. In general, our response will be within thirty (30) business days. Should we not be able to respond to your request within thirty (30) days after receiving your request, we will inform you in writing within thirty (30) days of the time by which we will be able to respond to your request. If we are unable to provide you with any personal data or to make a correction requested by you, we shall generally inform you of the reasons why we are unable to do so (except where we are not required to do so under the PDPA).
  5. Use of cookies and related technologies
    1. Our Platform, websites and mobile applications ("apps" or an "app") use cookies and other tracking technologies. By using our Platform, websites and apps, you agree to the use of cookies and other tracking technologies as set out in this Privacy Policy. If you do not agree to such use, please either refrain from using the relevant website or Platform or refer to the paragraphs below on how you can adjust your settings.
    2. A cookie is a small text file placed on your computer, system or mobile device when you visit a website or use an app. Cookies collect information about users and their visit to the website or use of the app, such as their Internet protocol (IP) address, how they arrived at the website (for example, through a search engine or a link from another website) and how they navigate within the website or app. We use cookies and other technologies to facilitate your internet sessions and use of our apps, offer you products and/or Services according to your preferred settings, track use of our websites and apps and to compile statistics about activities carried out on our websites and/or through our apps.
    3. A pixel tag, also known as a web beacon, is an invisible tag placed on certain pages of our website but not on your computer. Pixel tags are usually used in conjunction with cookies and are used to monitor the behavior of users visiting the website.
    4. You may set up your web browser to block cookies which will in turn disable the pixel tags from monitoring your website visit. You may also remove cookies stored from your computer or mobile device. However, if you do block cookies and pixel tags, you may not be able to use certain features and functions of our websites or the Platform.
    5. We also use analytics programs similar to Google Analytics for web analytics purposes to manage and improve our websites, mobile applications, the Platform and/or our Services. Certain features may be used and as a result, your information may be collected for reports such as impression reporting, demographic reporting, interest reporting and to assist with tailoring our online advertising to provide you with a better experience.
    6. We and our third-party vendors may use first-party cookies or other first-party identifiers, and third-party cookies or other third-party identifiers together, to inform, analyse, optimise, and serve custom ads based on your interests, searches and prior usage patterns when visiting our websites, mobile applications and Platform, and for other market research analysis purposes such as impression reporting and how your interactions with these ads are related to visits to our websites, mobile applications and Platform, amongst others. As a consequence, third party vendors may show our ads on other websites or mobile applications. We neither support or endorse the goals, causes or statements of these websites or mobile applications which display our ads. Where applicable, using the Google Ad Settings (https://www.google.com/settings/u/0/ads/authenticated), you may control the ads you view, block specific advertisers, learn how ads are selected for you, and opt-out of Google Analytics for Display Advertising. To opt out from any collection or use of information by Google Analytics, please download and install the Google Analytics Opt-Out Browser Add-on available at https://tools.google.com/dlpage/gaoptout. By opting out, you will not be subject to online advertising or marketing analysis by Google Analytics and you will no longer receive ads tailored to your browsing patterns and usage preferences. .
  1. Protection of personal data
    1. To safeguard your Personal Data from unauthorised access, collection, use, disclosure, copying, modification, disposal or similar risks, we have introduced appropriate administrative, physical and technical measures such as authentication and access controls, encryption of data, up-to-date antivirus protection, regular patching of operating system and other software, web security measures against risks, usage of one time password(otp)/2 factor authentication (2fa)/multi-factor authentication (mfa) to secure access, and security review and testing performed regularly.
    2. You should be aware, however, that no method of transmission over the Internet or method of electronic storage is completely secure. While security cannot be guaranteed, we strive to protect the security of your information and are constantly reviewing and enhancing our information security measures.
  2. Third party sites
    1. Our web sites may contain links to other websites which are not maintained by us. This Privacy Policy only applies to our websites, mobile applications (as applicable), the Platform and/or our Services. When visiting these third party websites, you should read their privacy policies which will apply to your use of the web sites.
  3. Complaints
    1. If you think any collection, use, process or disclosure of your Personal Data violates this Privacy Policy or any Applicable Laws, please report to our data protection officer at dataprotection@endowus.com and we will process your complaint and respond to you.
  4. Changes
    1. We may revise this Privacy Policy from time to time without any prior notice. You may determine if any such revision has taken place by referring to the date on which this Privacy Policy was last updated. If you continue to use our Services, operate any account maintained with us, access our Platform, websites or mobile applications (as applicable), and/or otherwise provide information to or communicate with us, you are deemed to have agreed to such changes without reservation.
  5. Contacting us
    1. If you have any questions about any aspects of this Privacy Policy or your Personal Data, please contact our data protection officer at dataprotection@endowus.com.