Draft Airwallex Capital Singapore Customer Agreement. Privileged and Confidential

IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICES PROVIDED BY AIRWALLEX CAPITAL (SINGAPORE) PTE. LTD. BY ACCESSING AND USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1. This Agreement

1.1 Important Information: These terms (the "Agreement") are a legally binding agreement between you ("Customer" or "you") and Airwallex Capital (Singapore) Pte. Ltd. ("AWX Capital SG", "we", "us", or "our"), a capital markets services license holder (number 101830) in Singapore with its registered address at #20-01, Guoco Tower, 1 Wallich Street, Singapore 078881 (each, a “Party” to this Agreement). This Agreement governs your use of the investment services provided by AWX Capital SG. Please read this Agreement carefully and retain it for your future reference.

1.2 Access Services: You must not access or use the Services unless you agree to this Agreement.  

1.3 Additional agreements: Please read the following additional documents which also apply to your use of the Airwallex Platform and Services and should be read together with this Agreement:

(a) Acceptable Use Policy;

(b) Privacy Policy;

(c) Airwallex Singapore’s Payments Terms.

1.4 How to Access: You may access this Agreement on the Webapp.

2. Definitions

In this Agreement, the following terms shall have the meanings set forth below:

• Acceptable Use Policy: The terms and conditions applicable to use of the Webapp (defined below) and the Airwallex Platform (defined below) as set out on our website www.airwallex.com.

• Account: The investment account opened with AWX Capital SG through which you can access and use the Services (defined below).

• Airwallex Platform: The proprietary technology and associated products (including but not limited to those found on the Webapp (defined below)) devised by AWX Capital SG and its affiliates to provide customers with Services under this Agreement.

• Applicable Law: In any jurisdiction in which the Services are performed, any and all applicable laws, regulations, guidance, binding courts cases, and industry standards.

• Airwallex Singapore: Airwallex (Singapore) Pte. Ltd., an affiliated entity.

• Business Day: Any day other than a Saturday, Sunday, or public holiday in Singapore.

• Buy Order: An instruction from you to us to buy Units in a Fund issued by the Fund Manager on your behalf at the price issued at the next applicable Unit Price.

• Confidential Information: Includes this Agreement and information relating to it (other than Transaction data), or provided pursuant to it, that is designated as "confidential" or which by its nature is clearly confidential, howsoever presented, whether in oral, physical or electronic form and which is disclosed by one Party to another hereunder, including (but not limited to) pricing and specifications relating to the Services (defined below).

• Customer Funds: The funds that you instruct AWX Capital SG to invest.

• Cut-off Time: The close of trading for the Business Day.

• Fund: means any collective investment scheme or fund that we may make available as part of the Services.

• Fund Manager: means the fund manager relating to the relevant Fund.

• Investment Instructions: The instructions you provide to AWX Capital SG through the Platform to transact in or otherwise manage your investments.

• Investment Products: The financial instruments or products made available through the Platform  for investment.

• Personal Data: means any data (a) relating directly or indirectly to a living individual; (b) from which it is practicable for the identity of the individual to be directly or indirectly ascertained; and (c) in a form in which access to or processing of the data is practicable.

• Platform: The online interface, website, or application provided by AWX Capital SG through which you can access the Services .

• Prohibited Act: means: (a) to directly or indirectly offer, promise or give any person working for or engaged by the Airwallex a financial or other advantage as an inducement or reward for any improper performance of a relevant function or activity in relation to obtaining these Terms or any other contract with the Merchant; (b) to directly or indirectly request, agree to receive or accept any financial or other advantage as an inducement or a reward for improper performance of a relevant function or activity in connection with these Terms; (c) committing an offence: (i) under the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act (Cap 65A); (ii) under legislation or common law concerning fraudulent acts; (iii) of defrauding, attempting to defraud or conspiring to defraud Airwallex; or (d) any activity, practice or conduct which would constitute one of the offences listed under (c) above if such activity, practice or conduct had been carried out in Singapore;

• Sanctioned Person: means a person that is (a) listed on, or owned or controlled by a person listed on any Sanctions List; (b) located in, incorporated under the laws of, or owned or controlled by, or acting on behalf of, a person located in or organised under the laws of a country or territory that is the target of country-wide sanctions; or (c) otherwise a target of Sanctions Laws;

• Sanctions List: means means the Consolidated List issued by the Australian Sanctions Office, the Consolidated List of Financial Sanctions Targets issued by Her Majesty’s Treasury (UK), the “Specially Designated Nationals and Blocked Persons” list issued by OFAC or any similar list issued or maintained or made public by any of the Sanctions Authorities;

• Sell Order: means an instruction from you to us to redeem Units in a Fund held in your Investment Account on your behalf at the price issued at the next available Net Asset Valuation.

• Services: The investment services provided by AWX Capital SG.

• Transaction: The transactions carried out for and on behalf of you in connection with this Agreement, including without limitation the purchase or sale of securities, and the disposition of funds.

• Unit: means either the whole or a fraction of a unit in a Fund which represents your participation in and associated rights with respect to a Fund.

• Unit Price: The value of Units in a Fund issued by the Fund Manager.

• Webapp: means the user interface that the Customer and its Authorised Users may use to access the Airwallex Platform and the Services.

3. Account Opening and Eligibility

3.1 Eligibility: To be eligible to open an Account and use the Services, you must meet any other eligibility criteria specified by AWX Capital SG from time to time. These criteria include that you must be 18 years-old, you must have authority to bind your business, your use of the Services must not violate Applicable Law, and you already have an account with Airwallex Singapore.

3.2 Account Application: You must satisfactorily complete AWX Capital SG’s account application process, AWX Capital SG must approve your account, and you must provide complete and accurate information in connection with the account application process. You agree to promptly notify AWX Capital SG of any changes to the information that you provided in the account application process.

3.3 Customer Due Diligence: AWX Capital SG requires you to provide documentation or information to verify your identity and the legitimacy of your business, in accordance with Applicable Law (“Due Dilligence”). Your failure to provide or update Due Diligence may result in the rejection of your application or the suspension or termination of your Account. AWX Capital SG may share your Due Diligence information with its affiliates consistent with Applicable Law, and via this Agreement you instruct Airwallex Singapore to share its due diligence information on you with AWX Capital SG . This Due Diligence may include, but is not limited to:

(a) if applicable, copies of your constitutional documents;

(b) description of your basic business operations;

(c) your enterprise email address;

(d) information on your legal and beneficial owners (if applicable);

(e) business names (both your legal and trading names);

(f) merchant category code;

(g) URL of your online sites;

(h) your shipping address;

(i) financial statements and information relating to your financial standing; and

(j) any other information we may reasonably request, including but not limited to Personal Data of your directors and beneficial owners).

3.4 Suitability: Depending on your status and investments, AWX Capital SG may ask you to provide sufficient information so as to satisfactorily complete the customer account review and/or customer knowledge assessment provisions relating to Specified Investment Products. You will not be able to use the Services if you are required to complete a customer account review and/or customer knowledge assessment, and you fail to do so satisfactorily. Further, you agree that you have sufficient experience to assess the suitability of the Transactions contemplated under this Agreement. You further agree that you will review each Transaction prior to submitting any Investing Instructions, and you will only submit Investing Instructions for a Transaction if you conclude that it is suitable for you and your circumstances. 

3.5 Acceptance: AWX Capital SG reserves the right to accept or reject your application to open an Account at its sole discretion.

3.6 Authorized User: You may appoint an Authorised User to act on your behalf to conduct certain transactions or give instructions to Airwallex under this Agreement. You must set up each Authorised User with a User Profile and promptly provide AWX Capital SG with the following details of any of the proposed Authorised Users: name of the Customer, name of the Authorised User, address and billing address of the Customer, phone and email address of the Authorised User, and any other contact or identification information of the Authorised User that AWX Capital SG may reasonably require. The Customer will ensure that the Authorised Users comply with this Agreement, and references to 'Customer', 'you' and 'your' shall (where the context requires) be read as including its Authorised Users. AWX Capital SG will receive instructions from the Authorised User(s) through the Platform. The Customer agrees that: (a) the Authorised Users have the authority and capacity to provide instructions for the provision of Services to AWX Capital SG on the Customer's behalf; (b) AWX Capital SG will rely on the authority of the Authorised User, and the Customer will be bound by the actions of the Authorised Users, until the Customer provides AWX Capital SG with written notice withdrawing or otherwise varying the authority of an Authorised User; (c) the Customer is responsible for ensuring that the appropriate person(s) is (or are) accorded the necessary authority to act as the Authorised Users; (d) AWX Capital SG may refuse access to the Authorised User(s) if AWX Capital SG is concerned about unauthorised or fraudulent access; and (e) the Customer will promptly report to AWX Capital SG any infringements or unauthorised access to the Airwallex Platform, including the Webapp, or any Service. The Customer must now allow anyone other than an Authorized User to use the Services on its behalf. Using our Services to invest on the behalf of third parties will constitute a breach of this Agreement.

3.7 Airwallex Profile: Before using the Services, you must register with Airwallex Singapore and create an Airwallex Profile. Your Airwallex Profile provides you with access to the Services through the Webapp.

3.8 Agreement Access: You should download a copy of this Agreement and keep it for future reference, or you reference it anytime on our website at www.airwallex.com. 

3.9 Communications: If we need to send you information in a form that you can keep, we will either send you an email or provide information on our website or via the Airwallex Platform that you can download. Please keep copies of all communications that we send to you.

3.10 Contact: You can contact us by: (a) emailing us at: [email protected]; and (b) sending mail to us at: #20-01, Guoco Tower, 1 Wallich Street, Singapore 078881; or (c) sending us a message through the contact links on our website www.airwallex.com. We will contact you using the contact details you provided when you registered or such other contact details that you provide to us from time to time – please keep these up to date. By using our Services, you agree to receive electronic communications from us.

3.11 U.S. Persons: You further acknowledge that you (a) are not purchasing Units as a nominee for, or for the account or benefit of, any U.S. Person; (b) have not been solicited to purchase Units while resident in the United States; (c) are not utilising funds obtained from a U.S. Person in order to purchase Units; and (d) are acquiring Units for investment purposes only and agree not to (i) transfer such Units to a U.S. Person or within the United States or otherwise in a transaction that would give rise to the registration requirements of the U.S. Securities Act of 1933 as amended, (the “1933 Act”) or the U.S. Investment Company Act of 1940 as amended, and (ii) engage in hedging transactions with respect to the Units that are not in compliance with the 1933 Act or other U.S. legislation.

4. Investment Services

4.1 Self-Directed Investment: The Services provide you with the ability to make self-directed investment decisions regarding the purchase or sales of Units in a Fund. AWX Capital SG does not provide investment advice or recommendations, and we have no duty to do so. AWX Capital SG also does not provide financial, tax, or accounting advice. You are solely responsible for evaluating the suitability of any investment and making your own investment decisions. AWX Capital SG shall act as your agent and not as a principal in relation to any Transactions undertaken by AWX Capital SG under this Agreement except where AWX Capital SG gives notice to you to the contrary. You shall consult your own legal, financial, tax, accounting, or other professional advisors to the extent necessary.

4.2 Investment Products: You acknowledge that investments in Investment Products are subject to risks, including the possible loss of principal. The specific risks associated with each Investment Product will be disclosed to you through the Platform or relevant offering documents as required by Applicable Law. AWX Capital SG does not guarantee any specific rate of return on your investments.  The value of investments can fluctuate, and past performance is not indicative of future results. 

4.3 Availability of Funds: You understand that to make investments, you must have sufficient Customer Funds.

4.4 Investment Instructions: You will submit Investment Instructions only through the Platform. To purchase Units of a Fund, you will submit investing instructions to  transfer money from an account with an AWX Capital SG affiliate to your Account, and a corresponding submission of a Buy Order for a Unit(s) of a Fund. The Buy Order will only be submitted once AWX Capital SG has received the deposit of your funds in your Account. To sell Units of a Fund, you will submit a Sell Order, and instruct us to transfer the resulting funds to your account with an affiliate of AWX Capital SG. AWX Capital SG will use commercially reasonable efforts to execute your Investment Instructions promptly, subject to market conditions and the terms and conditions of the relevant Investment Products. AWX Capital SG is not responsible for any delays or failures in executing your instructions that are beyond its reasonable control. You agree to indemnify AWX Capital SG against any and all losses, claims, proceedings, damages, costs, and expenses (including legal costs on a full indemnity basis) incurred or sustained by AWX Capital SG arising out of or in connection with any instruction from you or your use of your Investment Account. AWX Capital SG has full discretion to act or not act on your Investing Instructions, and is not required to provide you with reasons for not complying with your Investing Instructions.

4.5 Order Confirmation: You will receive confirmation of your executed Investment Instructions through the Platform. It is your responsibility to review these confirmations and promptly report any discrepancies to AWX Capital SG.

4.6 Changes to Investment Products: AWX Capital SG reserves the right to add, remove, or modify the Investment Products available through the Platform at any time, subject to applicable laws and regulations.

4.7 Additional Terms: By using the Services, you also agree to any additional terms specific to the Services you use (“Additional Terms”).

4.8 Restrictions: AWX Capital SG may place interim or permanent restrictions on the use of all or any part of the Services for any reason, subject to Applicable Law. Such restrictions will be communicated to the Customer at a reasonable period after the restriction is put in place.

4.9 Decline to Enter Transaction: We may, at our absolute discretion (such discretion not to be exercised in an unreasonable manner), with or without giving any reason therefore, decline to enter into any transaction or provide any or all of the Services to you.

4.10 Delegation: We are authorized to engage the services of, and delegate the performance of any part of the Services or all or any of our functions, powers, discretion, privileges, and duties under this Agreement to any person or agent (including any Affiliate) who may act as our nominee, principal, or agent to us or you. We will exercise such care in the selection of such person as we would employ for our own business, but we shall have no responsibility for any action, omission, negligence, or default of any such person and you agree to assume full risk in relation to such person’s performance.

4.11 Short Selling: You shall not give any Instructions for sale of Securities which you do not own (i.e., there is no short-selling).

4.12 Changes in Time of Price: There may be delays in price communication or execution due to factors such as exchanges restraints, technical issues, or rapid changes in the price of securities. AWX Capital SG may not always be able to trade at the prices or rates quoted at any specific time. AWX Capital SG shall not be liable for any loss arising by reason of its failing, or being unable, to comply with the terms of any order undertaken on your behalf or under circumstances beyond AWX Capital SG’s control. Where AWX Capital SG is for any reason whatsoever unable to perform your order in full, it may in its discretion effect partial performance only. You shall in any event accept and be bound by the outcome when any request to execute orders is made. There may also be occasions where the Webapp or the Platform are inaccessible and you are unable to place Investing Instructions, and you agree via this Agreement that AWX Capital SG nor its affiliates have no responsibility, liability, or obligation with respect to any losses arising from such technical issues or failure.

4.13 Timing of Trades: Your Investing Instructions shall be executed at the close of the Business Day that they were provided. Any Investing Instructions received on a trading day after the Cut-off Time, or on a non-trading day, will be carried forward to the next trading day. You accept full responsibility for any Investing Instructions that we execute. In acting on an Investing Instructions, we shall be allowed such amount of time as may be reasonable having regard to our systems and operations and the other circumstances then prevailing and shall not be liable for any loss arising from any delay on our part in acting on such Instruction. Your submission of an order prior to the Cut-off Time shall not guarantee that the respective order is executed on the same Trading Day.

4.14 Manner of Investing Instructions: You can only provide AWX Capital SG Investing Instructions via the Webapp. AWX Capital SG may act on such Investing Instructions which AWX Capital SG reasonably believes to come from you or provided on your behalf without any duty to further verify the capacity of the person giving the Investing Instructions. AWX Capital SG shall not be responsible for the non-performance of its obligations hereunder due to any cause beyond its control, including, without limitation, transmission or computer delays, system (software or hardware), server or connection failure, interruption, delay in transmission, computer virus, destructive or corrupting code, agent program or macros, errors or omissions, strikes and similar industrial action, or the failure of any dealer, exchange, or clearing house to perform its obligations. You hereby confirm and agree that you shall be responsible to AWX Capital SG for all Investing Instructions, indebtedness, and any other obligations made or entered into by your or an Authorized User.

4.15 Instructions Amendments: You may request to cancel or amend your Investing Instructions, but we may at our absolute discretion (to be exercised reasonably) refuse to accept any such request. Investing Instructions may be cancelled or amended only before execution. In the case of full or partial execution of your Investing Instructions before cancellation has been accepted by us, you agree to accept full responsibility for the executed Transactions (and any costs and expenses related thereto) and we shall incur no liability in connection with them. You also agree to accept full responsibility for any costs or expenses incurred as a result of any cancellation (whether or not the Investing Instruction has been fully or partially executed).

4.16 Exchanges: All Instructions relating to purchase or sale of securities or otherwise given hereunder which may be executed on more than one exchange may be executed on any exchange selected by AWX Capital SG. AWX Capital SG may also in its discretion direct your Investing Instructions to other dealers for execution without giving any notification to you.

4.17 Interpretation: Where any Investing Investing Instruction is ambiguous or is in conflict with any other Investing Instruction, we shall be entitled, but not obliged, to rely and act on any such Investing Instruction in accordance with any reasonable interpretation that AWX Capital SG believes in good faith to be the correct interpretation.

4.18 Priority in Trades: Subject to Applicable Laws, we may in our absolute discretion determine the priority in the executions of the orders received from our clients, and you shall not have any claim of priority to another client in relation to the execution of any Investing Instructions received by us.

4.19 Suspension:We may at any time, at our absolute discretion and without prior notice to you, suspend, prohibit, or restrict your ability to give Investing Instructions in your Account.

4.20 Best Execution: With respect to any trade order, we shall act in accordance with our “best execution” policy, which can be accessed at [].

4.21 Settlement: With respect to Transactions, you agree that you shall pay AWX Capital SG cleared funds for Buy Orders,  or deliver securities in deliverable form for Sell Orders in accordance with your Investing Instructions.

4.22 Indebtedness: For so long as there exists any indebtedness owed by you to AWX Capital SG, AWX Capital SG may refuse any withdrawal of money in the Account and you shall not without the consent of AWX Capital SG withdraw any such money.

4.23 Interest: You agree that any interest accrued on any money in your Account shall belong to us absolutely.

4.24 Currency: For any Transaction that involves a currency conversion, you agree that any change in the value of the currency shall be entirely borne by you and your Account. The base currency of the Fund shall be as set out in the Prospectus, and your Investing Instructions shall be expressed in the currency of the relevant Fund. Transactions shall only occur in the Fund’s currency.

4.25 Prospectus Receipt: By entering into this Agreement, you confirm that you have read and understood the respective Funds’ prospectus, factsheet, and product summary and the corresponding investment risk warnings, and that you will review each of these documents each time you submit a buy order. You also confirm that you will meet and will continue to meet all the requirements in order to invest in each relevant Fund, and will notify us as soon as you are unable to meet the requirements therein.

4.26 Agent: AWX Capital SG typically submits your Buy Orders and Sell Orders to the Fund as your agent. In general, if the Fund accepts the order: (i) in the case of a Buy Order, AWX Capital SG will receive the Units and hold them as your custodian, and you will be reflected on AWX Capital SG’s records as the beneficial owner of the Units; (ii) in the case of a Sell Order, AWX Capital SG will assist you to redeem the Units with the Fund.

4.27 Rounding: You agree that, because AWX Capital SG and the trading systems used to purchase the Funds only support calculation of units and prices up to certain decimal places, you may, as a result of rounding issues in processing Transactions, receive a slightly lesser quantity of Units than you otherwise would have received had such rounding not occurred. We may (but shall not be obliged to) make whole such shortfalls by gifting or transferring the relevant quantity of Units to you equivalent to the shortfalls, at no extra cost to you. You shall have no entitlement to such excess Units, and they may be re-allocated to our other clients to make up for their shortfalls or otherwise dealt with as we see fit. You further authorize AWX Capital SG to, in its sole discretion, gift or transfer any Units to others clients provided that we may do so for the purpose of making whole any shortfall in other clients’ holdings of the same Funds resulting from rounding issues that have caused other clients to receive a lesser quantity of such Units than they otherwise would have had if such rounding had not occurred.

4.28 Net Valuation: AWX Capital SG will update the value of the Units held in your Investment Account following each publication of the Net Asset Valuation of the Fund by the Fund Manager.

4.29 Corrections: If AWX Capital SG makes an error that results in the incorrect submission of a Buy Order or Sell Order, we shall use best efforts to correct it through actions such as by crediting your Account.

4.30 Fund Manager Rejection: If the Fund Manager rejects a trade order, we shall undertake best efforts to inform you. We shall not be responsible for any loss caused in connection with such failed execution or any delay in informing you.

4.31 Money in Your Account: Investments or money in your Account may be commingled with the money from other customers.

5. Fees and Charges

5.1. Disclosure of Fees: AWX Capital SG will provide you with a separate schedule of fees and charges applicable to the Services, which may be updated from time to time. You agree to pay all applicable fees and charges as outlined in the fee schedule.

5.2. Deduction of Fees: AWX Capital SG will deduct fees and charges directly from your Account, and AWX Capital SG may sell assets in your Account to pay its fees. Through your consent to this Agreement, you hereby direct AWX Capital SG to sell assets in your Account to pay AWX Capital SG’s fees. 

5.3. Changes to Fees: AWX Capital SG reserves the right to change its fees and charges at any time. Your continued use of the Services after the effective date of any changes constitutes your acceptance of the revised fees.

5.4 Commissions and Fees: You agree to pay to AWX Capital SG all applicable commissions or charges payable on all Transactions at the rates established from time to time by AWX Capital SG. You also agree to reimburse AWX Capital SG on a full indemnity basis for all applicable charges (including but not limited to charges imposed by exchanges or clearing houses or required by Applicable Law in connection with the Transactions. AWX Capital SG may impose additional charges for special services furnished at your request. You agree to pay to AWX Capital SG any other reasonable fees and charges imposed by AWX Capital SG from time to time for the Services.

5.5 Interest on Indebtedness: 

AWX Capital SG shall be entitled to charge interest on all or any of your indebtedness (including interest accruing after a judgment debt is obtained against you) at such rates and intervals as AWX Capital SG may in its discretion decide, and these rates and intervals may be changed at AWX Capital SG’s discretion. 

6. Intellectual Property

6.1. Ownership: The Platform and all content, features, and functionality thereof (including but not limited to software, text, graphics, logos, and designs) are owned by AWX Capital SG, its affiliates, or its licensors, and are protected by copyright, trademark, and other intellectual property laws.

6.2. Limited License: AWX Capital SG grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for the purpose of using the Services in accordance with this Agreement.

6.3. Restrictions: You shall not: (a) modify, adapt, translate, reverse engineer, decompile, or disassemble the Platform; (b) reproduce, duplicate, copy, sell, resell, or exploit any portion of the Platform without the express written consent of AWX Capital SG; (c) use any robot, spider, scraper, or other automated means to access the Platform; or (d) remove or alter any copyright, trademark, or other proprietary notices displayed on the Platform.

7. Data Protection and Privacy

7.1. The Parties agree that they shall:

(a) treat as confidential all Confidential Information obtained from the other Parties under these Terms;

(b) use the other Parties’ Confidential Information solely for the specific purposes for which it was disclosed;

(c) not publish or otherwise disclose to any person the other Parties’ Confidential Information without the owner’s prior written consent; and

(d) take all action reasonably necessary to secure the other Parties’ Confidential Information against theft, loss or unauthorised disclosure.

7.2 Each Party may disclose Confidential Information only if it can demonstrate that the Confidential Information:

(a) is required to be disclosed by any court of competent jurisdiction, Regulator, by the rules of a recognised stock exchange or by Applicable Law or the Network Rules;

(b) was lawfully in its possession prior to disclosure to it by any other Party without an obligation restricting disclosure;

(c) is already public knowledge or which becomes so at a future date (otherwise than as a result of breach of this clause 19);

(d) is received from a third party who is not under an obligation of confidentiality in relation to the information; or

(e) is developed independently without access to, or use or knowledge of, the Confidential Information.

8. Communication

8.1 Electronic Communications: You agree to receive communications from AWX Capital SG electronically, including but not limited to emails, notifications through the Platform, and updates posted on our website. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

8.2. Your Responsibility: It is your responsibility to maintain a valid and accessible email address and to regularly check for communications from AWX Capital SG.

9. Termination

9.1. Termination by You: You may terminate the Services and close your Account at any time if there are no outstanding transactions or Investment Instructions between you and AWX Capital SG. The method to close your Account is by providing written notice to AWX Capital SG through the designated channels on the Platform.

9.2. Termination by AWX Capital SG: AWX Capital SG may terminate the Services and close your Account at any time, with or without cause, by providing you with reasonable prior notice. AWX Capital SG may terminate the Services without such notice under certain circumstances such as if: (a) the Customer breaches Applicable Law; (b) the Customer undergoes a change of control; (c) Airwallex suspects criminal or fraudulent activity in connection with the Customer or the Customer’s Account, (d) AWX Capital SG is required to terminate the Terms by Applicable Law; (e) the Customer has breached the Agreement or other applicable agreements with AWX Capital SG affiliates; (f) the Customer has given AWX Capital SG false or inaccurate information, or AWX Capital SG has been unable to verify their information; (g) the Customer has been placed on restricted or prohibited lists; (h) Airwallex ceases or suspends providing the Services; (i) Airwallex has reasonable concerns about the Customer's Airwallex Profile, including the Customer's use of the Services; (j) the Customer has not paid or repaid any amounts owing to Airwallex by the date due notified by Airwallex; or (k) the Customer does not use its Airwallex Profile for twelve (12) months and it becomes inactive.

9.3 Effect of Termination: Upon termination of this Agreement, your access to the Services will cease. Any outstanding investment positions will be liquidated in accordance with the terms and conditions of the relevant Investment Products, and the proceeds, less any applicable fees and charges, will be transferred from your Account.

10. Suspension

10.1 Suspension by AWX Capital SG: AWX Capital SG may suspend, freeze, or terminate your Account, including the provision of Services or your access to all or any part of the Services without prior notice or consent from you if:

(i) We decide at our complete discretion to discontinue such Service(s) on a temporary or permanent basis;

(ii) You breach any part of this Agreement;

(iii) Your Account has recorded no trading activities or holds no asset for a period to be determined at our discretion;

(iv) We are required to do so by Applicable Law;

(v) Your Account is involved with illegal or sanctioned entities or activity. 

10.2 Reactivation: AWX Capital SG may reactivate your Account from suspension at its discretion.

11. Warranties

11.1 Disclaimer of Warranties: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND FREEDOM FROM ERRORS OR OMISSIONS. AWX Capital SG DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES AND THE PLATFORM IS AT YOUR SOLE RISK.

11.2 Warranties: Each Party makes each of the following representations and warranties to the other Party, and acknowledges that such other Party is relying on these representations and warranties in entering into these Terms:

(a) it is an independent corporation duly organized, validly existing and in good standing under the laws of jurisdiction of its incorporation;

(b) it is properly registered to do business in all jurisdictions in which it carries on business;

(c) it has all licenses, regulatory approvals, permits and powers legally required to conduct its business in each jurisdiction in which it carries on business;

(d) it has the corporate power, authority and legal right to execute and perform this Agreement and to carry out the transactions and its obligations contemplated by this Agreement;

(e) this Agreement shall constitute valid and binding obligations on the Party, enforceable in accordance with its terms. Except as otherwise stated in this Agreement, no approval or consent of any person or government department or agency is legally or contractually required to be obtained by the Party in order to enter into this Agreement and perform its obligations;

(f) neither (a) the entry into of this Agreement, nor (b) the performance by the Party of this Agreement will (i) conflict with the certificate of incorporation or by-laws or any other corporate or constitutional document of the Party or (ii) breach any material obligations of the Party under any contract to which it is a party or (ii) violate any Applicable Law; and

(g) there is no litigation, proceeding or investigation of any nature pending or, to the Party’s knowledge, threatened against or affecting the Party or any of its affiliates, which would reasonably be expected to have a material adverse effect on its ability to perform its obligations under this Agreement.

11.3. Singapore: You warrant and represent that you have a permanent establishment and/or business registration in Singapore and that you will only use the Services from Singapore.

11.4. Data Transfers: You must obtain any necessary authorizations from data subjects for the required transfers of information within the scope of the Services. You are responsible for the legally compliant collection and transmission of information (in particular Personal Data) to Airwallex.

11.5. Only Business Funds: You warrant that the Account will only hold the business's proprietary assets and will not hold funds of individual retail clients or passive investors.

12. Liability

12.1. LIMITATION OF LIABILITY: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AWX CAPITAL SG, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE SERVICES OR THE PLATFORM, EVEN IF AWX Capital SG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE TOTAL AGGREGATE LIABILITY OF AWX Capital SG TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO AWX Capital SG IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.2. Your liability: You will be liable for all costs, charges, claims, damages, fees, disbursements, losses, expenses, fines, and liability suffered or incurred by AWX Capital SG arising out of or in connection with: (i) your incorrect Investing Instructions or any invalid transfer request; (ii) any error, default, negligence, misconduct, or fraud by you, your employees, directors, officers, or representatives, or anyone acting on your behalf; and (iii) any costs, charges, claims, damages, fees, disbursements, losses, expenses, fines and liability suffered or incurred by AWX Capital SG in respect of a failure by you to comply with this Agreement.

13. Indemnification

You agree to indemnify, defend, and hold harmless AWX Capital SG, its affiliates, directors, officers, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your breach of this Agreement or Acceptable Use Policy; (b) your use of the Services or the Platform; (c) your violation of any Applicable Law; (d) any Investment Instructions provided by you, or which which AWX Capital SG reasonably believe to have been made by the Customer or an Authorised User, or (e) AWX Capital SG funding or arranging to fund all or part of any transactions pursuant to the Customer's instruction, and the Customer cancels or fails to fully fund such transactions and AWX Capital SG incurs losses as a result.

14. Sanctions Law and Prevention of Bribery

14.1. Sanctioned Persons: You undertake that you are not, and will procure that none of your directors, officers, agents, employees or persons acting on behalf of the foregoing is a Sanctioned Person and do not act directly or indirectly on behalf of a Sanctioned Person.

14.2. Prohibited Acts: You warrant and represent that neither you nor any of your directors, officers, agents, employees or persons acting on behalf of the foregoing has: (a) committed a Prohibited Act; (b) to the best of your knowledge, been or is the subject of any investigation, inquiry or enforcement proceedings by a governmental, administrative or regulatory body regarding any Prohibited Act or alleged Prohibited Act; or (c) has been or is listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or other government contracts on the grounds of a Prohibited Act.

14.3. If you become aware of any suspected breach of clauses 13.1 or 13.2 or have reason to believe that such a breach may occur, you shall, to the extent permitted by Sanctions Laws and Applicable Law, notify us immediately.

15. Governing Law and Dispute Resolution

15.1: Governing Law: These Terms shall be governed by Singapore law.

15.2. Forum: The Parties submit to the non-exclusive jurisdiction of the courts of Singapore to settle any dispute arising out of, relating to or having any connection with these Terms, and any dispute relating to any non-contractual obligations arising out of or in connection with it (for the purpose of this clause, a “Dispute”). For the purposes of this clause, each party waives any objection to the Singapore courts on the grounds that they are an inconvenient or inappropriate forum to settle any Dispute.

16. Complaints

Please let us know if we have made a mistake or you feel that we have not met your expectations in the delivery of our Services. We have internal procedures for handling complaints fairly and promptly in accordance with our regulatory requirements. A copy of our complaints procedure is available upon request. Clients who are dissatisfied with our final response have the right to refer their complaint to the Financial Industry Disputes Resolution Centre Ltd (FIDReC) for mediation or adjudication. We will provide the complainant with the necessary contact details and information regarding FIDReC's services in our final response. FIDReC’s process is set out on their website https://www.fidrec.com.sg/process/.

17. Notices 

17.1 Notice to AWX Capital SG: The Parties agree that any notice to be given under or in connection with this Agreement to AWX Capital SG shall be in writing and shall be served as follows (or otherwise as notified by AWX Capital SG to you from time to time):

(a) by email to [email protected];

(b) by mail to #20-01, Guoco Tower, 1 Wallich Street, Singapore 078881.

17.2. Format of Notice: The Parties agree that any notice to be given under or in connection with these Terms to you shall be in writing and shall be served as follows (or otherwise as notified by you from time to time through the Airwallex Platform):

(a) by mail to any mailing address we have recorded for you in your Airwallex Profile;

(b) by email to the email address we have recorded for you in your Airwallex Profile;

(c) by other electronic communication (such as by sending you an electronic message and referring you to a notice available for viewing or to download online or in Webapp using phone or other written records we have recorded for you in your Airwallex Profile.

17.3 Email: Where you provide an email address, we may send notices to and rely on the authenticity of communications we receive from that email address as being from and binding on you. You must ensure only you and persons with authority to act on your behalf have access to your email addresses, that they are kept secure and that you contact us immediately if you become aware or suspect any relevant unauthorised use or security compromise.

17.4. Notice Timing:  Notices sent by email or other electronic communication shall be deemed to be received on the day on which the communication is sent, provided that (i) any notice sent after 17:00 hours (Singapore standard time) on any Business Day or at any time on a day which is not a Business Day shall be deemed to have been given at 09:00 (Singapore standard time) on the next Business Day. Notices sent by mail shall be deemed to be received seven (7) days after the letter is posted.

18. Compliance With Applicable Law

18.1. Applicable Law: All Transactions shall be subject to this Agreement and all Applicable Law. In the event of a conflict between this Agreement and Applicable Law, Applicable Law shall prevail. AWX Capital SG may take action to ensure compliance with Applicable Law. If any provisions of this Agreement are or become inconsistent with Applicable Law, such provision shall be deemed to be rescinded or modified in accordance with any such Applicable Law, and the rest of the Agreement shall remain in full force and effect.

18.2 No Other Rights:  A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act (Cap. 53B) (or any equivalent legislation under Applicable Law) to enforce any part of this Agreement. 

19. Cooling Off Period

17.1 Cooling-Off Period: Where required by law, you shall have the right to cancel your investment within a period of seven (7) calendar days (the "Cooling-Off Period").

17.2 Commencement of Cooling-Off Period: The Cooling-Off Period shall commence from the date you initiate theTransaction.

17.3 Exercise of Right to Cancel: To exercise your right to cancel a Transaction, you must notify AWX Capital SG in writing by mail to the address listed in the Notice section of this Agreement. Your written notification must clearly state your intention to cancel the investment and must be received by us no later than 5:00 PM Singapore time on the seventh (7th) calendar day of the Cooling-Off Period. We recommend sending your notification via a method that provides proof of delivery.

17.4 Effect of Cancellation: Upon valid exercise of your right to cancel within the Cooling-Off Period, AWX Capital SG will take all necessary steps to cancel your investment 

17.5 Market Risk and Refunds: You acknowledge and agree that during the Cooling-Off Period, your investment remains subject to market fluctuations. If you exercise your right to cancel, the refund amount will be the lower of (i) the original investment amount paid by you, or (ii) the prevailing market value of the investment at the time your valid cancellation notice is received by AWX Capital SG . Any loss arising from a decrease in the market value of the investment during the Cooling-Off Period shall be borne by you.

17.6 Exclusions: Please note that the Cooling-Off Period does not apply to all investment products. It generally does not apply to any products or services explicitly excluded by MAS regulations.

18. Statements and Contract Notes

18.1. Contract Notes: We will send your contract notes in connection with your Transactions to your email address of record within the applicable time period required by Applicable Law.

18.2. Monthly Statement: We will send a monthly statement for your Account as required by Applicable Law. This statement will summarize your Transactions for the previous month. We may not send you a statement under certain circumstances, such as if you have no funds in your Account or Transactions for the month.

18.3. Review of Communications: You are responsible for reviewing all contract notes and statements and promptly raising any objections within 14 calendar days of your receipt. We reserve the right to determine the validity of your objection. You agree that we may rectify any clerical errors that have been made at any time without notice.

18.4. Electronic Receipt: Subject to Applicable Law, you agree to receive any communication from AWX Capital SG, including contract notes and statements, in electronic form. 

18.5 Valuations: You acknowledge that information related to your Account, such as valuations or overviews, are provided on a reasonable efforts basis and should not be relied upon with regards to the liquidation value of any given position.

19 Custody

19.1 Ancillary Services: AWX Capital SG shall provide certain ancillary services to you including dealing with the administration involved in the buying and selling of Units on your behalf; holding legal title to all units held in your Investment Account on trust for you; maintaining adequate and appropriate organisational arrangements, maintaining a complete and accurate internal ledger, and collecting on your behalf any income and accruing from your investments.

19.2 Segregation of Assets: We will identify, record, and hold all customers’ assets separately from any of our own assets, and in such a manner that the identity and location of customers’ assets are identifiable. Your investments may be pooled with those of other clients for administrative reasons, but the investments owned by you will always be clearly identified in our records. Where we commingle your investments with those of other customers, you acknowledge that your interest in the investments may not be identifiable by separate certificates, or other physical documents or equivalent electronic records, and we shall maintain records of your interest in the investments that have been commingled.

19.3 Lien:  We will have a general lien over all investments in your Account until the satisfaction of your liabilities to us. We may, without prior notice, enforce such general lien over your Account.

19.4 Dividends: If we shall credit your Account when we receive dividends for any investments. 

19.5 Not a Bank: AWX Capital SG is not a bank, and therefore the Singapore Deposit Insurance Scheme (SDIC) does not apply. 

19.6 Voting Rights: AWX Capital SG shall have no voting rights, and shall not vote in connection with the investments in your Account. 

20. Pre-Crediting

20.1 Pre-Crediting: As separately agreed to by you and Airwallex Singapore, Airwallex Singapore may, but is not required to, pre-credit your account at Airwallex Singapore in the event that you successfully submit Investing Instructions for a Sell Order and instruct for us to transfer the resulting funds to your Airwallex Singapore account, in the in the good faith expectation that payment will be received in due course from AWX Capital SG. But in the event that this payment is not received, Airwallex Singapore reserves the right to rectify the customer's account balance and will not be responsible for any losses.

21. Authorisation of Credit Line Transfers

21.1 Authorisation to Transfer Funds: If the Customer is also a customer under the Credit Line Terms entered into with Airwallex Financing (Singapore) Pte. Ltd. (the “Lender”) and Airwallex Singapore, the Customer irrevocably authorises and instructs AWX Capital SG to transfer any funds and/or securities from their Account to the Lender, without prior notice or demand and from time to time, to satisfy any outstanding Liabilities (defined in the Credit Line Terms) upon an Event of Default (defined in the Credit Line Terms), or as directed by the Lender, pursuant to the Lender’s enforcement of the charge over this Account and other rights established under the Credit Line Terms. 

21.2. Duration: This authorisation remains in effect until all Liabilities (defined in the Credit Line Terms) under the Credit Line Terms are fully discharged, notwithstanding any fluctuation in, or temporary extinction of, the Liabilities (defined in the customer’s Credit Line Terms), or any suspension or termination of the Customer’s right to draw under the Credit Line Terms.

22. Airwallex Singapore

22.1. Airwallex Singapore: AWX Capital SG is a capital markets license services provider that provides its services under the Securities and Futures Act, while Airwallex Singapore provides payments services listed under clause 5 of its Payments Terms, and these services are provided under the Payment Services Act.

22.2. Regulatory Protections:  The regulatory protections available to the customer based on AWX Capital SG’s services under the Securities and Futures Act will not apply to the services that Airwallex Singapore provides under the Payment Services Act, and vice versa. 

23. General Provisions

23.1. Entire Agreement: This Agreement constitutes the entire agreement between you and AWX Capital SG with respect to the Services and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

23.2. Assignment: You may not assign or transfer any of your rights or obligations under this Agreement without the prior written consent of AWX Capital SG. AWX Capital SG may assign or transfer its rights and obligations under this Agreement without your consent.

23.3. Waiver: The failure of AWX Capital SG to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

23.4. Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

23.5. Amendments: We may change this Agreement, including the fee schedule any any time for any reason without notice. We will consider that you have accepted the proposed changes if you do not terminate the Agreement by giving us written notice during the notice period. We may also amend the Agreement immediately, without prior notice, if the changes are required by Applicable Law, or relate to the addition of a new service or extra functionality of our Services and do not materially affect terms relating to the existing Services. You should stop using our Services if you do not agree to any change to the Agreement, and if you keep the Services, we will treat this as an acceptance of any changes. 

23.6. Force Majeure: AWX Capital SG shall not be liable for any delay or failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, strikes, lockouts, natural disasters, disruptions in communication or utilities, or actions of governmental authorities.

23.7. Regulatory Compliance: The Services are subject to all Applicable Law. AWX Capital SG shall have the right to take any action it deems necessary to comply with Applicable Law, which may include restricting or terminating your access to the Services.

23.8. General effect: The words "including," "include," "for example,", "in particular," and words of similar effect shall not be deemed to limit the general effect of the words which precede them. 

23.9. References: Reference to any agreement, contract, or document shall be construed as a reference to it as changed from time to time. Reference to a Party shall be construed to include its successors and permitted assignees or transferees. Words importing persons shall include natural persons, bodies corporate, unincorporated associations and partnerships (whether or not any of them have separate legal personality). Words importing the singular shall include the plural and vice versa. The headings, index, and front sheet are all for reference only and shall be ignored when construing this Agreement. Reference to any legislative provision shall be deemed to include any statutory instrument, by law, regulation, rule, subordinate or delegated legislation or order and any rules and regulations which are made under it and any subsequent re-enactment or amendment of the same. If there is any inconsistency between this Agreement and any Additional Terms, then the Additional Terms prevail to the extent of the inconsistency.

23.10. Taxes: AWX Capital SG is not responsible for any taxes relating to the Customer or the Customer’s Account. AWX Capital SG does not provide tax or accounting advice. The Customer agrees that their FATCA information may be shared with third parties in order to meet AWX Capital SG’s reporting requirements. 

23.11 Relationship: Nothing in these General Terms will be construed as creating an agency, a partnership, or joint venture between the Parties, constitute any Party being the agent of the other Party, or authorise any Party to make or enter into any commitments for or on behalf of the other Party. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.

23.12 Conflicts: You hereby acknowledge that we and our directors, employees and/or their associates) may from time to time trade on their own accounts. Furthermore, you acknowledge and agree that subject to Applicable Law, we may, without informing you, for example effect Transactions in securities where we have a position in the relevant securities or are involved with those securities, take a trading position opposite to yours, either for our own account or our other clients, match your orders with those of other clients of AWX Capital SG, or combine your order with our orders or our other clients for execution.

23.13 Recordings: You understand and agree that AWX Capital SG may record, and keep records of, conversations with you whether conducted on the telephone or other media. You agree that such records shall be binding and conclusive on you.

23.14 Time of the Essence: Time shall in all respects be of the essence in the performance of all your obligations under this Agreement.

23.15 Payments to You: AWX Capital SG may make payment of any amounts owing to you by crediting your Account.

23.16 Payments by You: All sums payable by you in connection with this Agreement shall be exclusive of all taxes. If any tax or similar charge is required by law to be withheld from such payments, the amount payable by you shall be increased to the extent necessary to ensure that it is equal to the amount that is owed. 

23.17 Enforcement: We may still enforce all or part of this Agreement even if we delay in enforcing it.

23.18 Supercedes Previous Agreements: This Agreement supersedes any previous agreement between you and AWX Capital SG.

By clicking "I Agree" or by accessing and using the Services, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions of this Customer Agreement.

Airwallex Capital (Singapore) Pte. Ltd.

[Insert Date]