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INTRODUCTION
THIS MEMBERSHIP AGREEMENT (“Agreement”) sets out the terms and conditions under which
SINGAPORE PRECIOUS METALS EXCHANGE PTE LTD (Company No. 201029848N), a company
incorporated under the laws of Singapore (“SGPMX”) will grant you membership to the
Singapore Precious Metals Exchange (“Exchange”).
By applying to SGPMX to be a member of the Exchange using the prescribed form
entitled “Membership Application”, you are indicating your acceptance of the
following terms and conditions set out below.
1 DEFINITIONS AND INTERPRETATION
1.1 Definitions. In this Agreement, unless the context otherwise requires, the
following terms shall have the following meanings:
Affiliate means any person (including a company) that is directly or
indirectly, is controlled by, controls or is under common control with SGPMX;
Applicable Laws means all acts, statutes, rules, regulations, codes,
guidelines and other laws applicable to the Exchange or you, applicable at
any time, whether of municipal, national, or by application of any international
treaty or convention;
Appropriate Authority” means any ministry, department, agency, public
authority, regulatory body or other person having jurisdiction over SGPMX
and/or the Exchange;
Bullion means gold and/or silver or any other precious metals which
SGPMX may stipulate from time to time to be traded or purchased on the
Exchange and in accordance with the quality, quantity and other
specifications as SGPMX may stipulate from time to time;
Business Day means any day from Monday to Friday where banks are
open for business in Singapore but excludes Saturday, Sunday and Public
Holidays;
Charges” means any fees, commissions or other charges to be made by you
to SGPMX under the Exchange Rules;
Collection Centre means any collection centre with high security vaults
controlled by the Custodian and designated for the storage of Bullion;
Contractmeans each contract for the sale or purchase of Bullion entered
into by you on the Exchange subject to the Exchange Rules and/or other
terms as may be stipulated by SGPMX from time to time;
Custodianmeans SGPMX and/or any person/entity appointed by SGPMX
to be the custodian(s) of the Bullion;
Exchange means the secure on-line market owned and operated by
SGPMX in Singapore known as the “Singapore Precious Metals Exchange”
for:
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(a) the trading of Bullion on the Trading Platform;
(b) the purchase of Bullion from the Retail Store; and
(c) any other services offered by SGPMX and the Service
Providers
Exchange Rules means the rules of the Exchange relating to the trade,
purchase and storage of Bullions on the Exchange and other matter related
thereto as set out in the Schedule and as may be amended from time to time;
Exchange’s Website means the website operated and/or maintained by
SGPMX (currently at http://www.sgpmx.com) to access onto the Trading
Platform and Retail Store and other services provided by the Exchange;
Membership Application” means the form in which you make an application
to be a Member, in the format prescribed by SGPMX;
Membership Fees means the one-time membership or joining fee to be
paid by you to SGPMX to trade on the Exchange, in such amount as may be
determined by SGPMX from time to time;
Members” means the members of the Exchange and includes you;
Parties” means SGPMX and you, and “Party” shall mean either one of us;
Retail Store means the on-line shop offering Bullion for purchase by the
Members, owned and operated by the Retail Seller;
Retail Seller” means SG NET PTE LTD (Company No. 200913784E), an
Affiliate of SGPMX or such other entity as may be nominated/appointed by
SGPMX from time to time;
Service Provider means a person who provides technology products or
services for the Trading Platform and/or the Exchange;
Trading Platform means the electronic automated trading platform made
available by SGPMX for the trading of Bullion;
USD” means the lawful currency of the United States of America.
1.2 Interpretation. In this Agreement except to the extent that the context
otherwise requires:
1.2.1 the headings to clauses are inserted for ease of reference only
and shall not affect the construction of this Agreement;
1.2.2 references to Clauses and Schedules are to be construed as
references to recitals, clauses and schedules of this Agreement
and each reference to a sub-clause is to the relevant sub-clause
of the Clause in which the reference appears;
1.2.3 references to provisions of statutes include such provisions as
modified, re-certified or re-enacted;
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1.2.4 words applicable to natural persons include any body of persons,
company, corporation, firm or partnership corporate or
unincorporate and vice versa;
1.2.5 words importing the masculine gender include the feminine and
neuter genders and vice versa;
1.2.6 words importing the singular include the plural and vice versa;
1.2.7 references to any agreement or document shall be deemed to
include references to such agreement or document as amended,
novated, supplemented, varied or substituted from time to time;
1.2.8 if the expression “youmeans two (2) or more persons, then any
agreement covenant term or undertaking expressed to be made
by or binding upon you shall be deemed to be made by or
binding upon such persons jointly and severally;
1.2.9 the words “include”, “includes”, and “including” are to be
construed as if followed by the words “without limitation”;
1.2.10 references to days, weeks, months and years are references to
days, weeks, months and years of the Gregorian calendar; and
1.2.11 if the day on or by which any act or event is to be done or occur
is not a Business Day, that act or event shall be done or occur
on or by the next Business Day.
1.3 Priority of documents. In the event of any conflict among this Agreement and
any of the documents incorporated herein by reference, the priority of the
documents shall be in accordance with the following sequence: (1) the
Exchange Rules (the Schedule); (2) the Membership Application; and (3) this
Agreement itself.
1.4 Language. In the event of any inconsistency, ambiguity, conflict or
discrepancy between the English version of this Agreement and the
translation thereof in any other language, the English version of this
Agreement shall prevail.
2 SCOPE OF AGREEMENT
2.1 Upon SGPMX’s acceptance of your Membership Application and receipt of
the Membership Fees, this Agreement shall come into effect and you shall
have access to, and use of, the Trading Platform and the Retail Store subject
to your compliance with the terms and conditions set out in this Agreement,
the Exchange Rules and the Applicable Laws.
2.2 For the avoidance of any doubts, SGPMX shall have no obligation to accept
your application to be a Member of the Exchange and may reject the same
without assigning any reason therefor.
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3 REPRESENTATIONS AND WARRANTIES
3.1 As a member of the Exchange, you hereby represent and warrant the
following:
3.1.1 you satisfy all of the requirements for membership as set out in
this Agreement and the Membership Application;
3.1.2 all the information given by you in the Membership Application
are true and accurate in all respects;
3.1.3 if a natural person, you are of sound mind and legal age;
3.1.4 if not a natural person, you:
3.1.4.1 are a legal entity (e.g., a corporation, limited liability
company) duly organized and validly existing under the
applicable laws of the country of your incorporation and
in good standing;
3.1.4.2 have the legal authority and are duly authorised and
empowered to execute and deliver this Agreement and to
open accounts and enter into Contracts on the Trading
Platform and in the Retail Store;
3.1.4.3 have adequate financial resources and credit to fulfil your
obligations under this Agreement and the Exchange
Rules; and
3.1.4.4 shall not permit any person other than your authorised
agents to have any control over any trading account
established with SGPMX;
3.1.5 placing orders and/or entering in Contracts on the Trading
Platform or the Retail Store does not and will not violate any
governing documents, the Applicable Laws, or any judgment,
decree, order or agreement to which you or your property is
subject, and this Agreement is binding on and enforceable
against you in accordance with its terms;
3.1.6 you have made and will make to SGPMX all disclosures required
by this Agreement, the Exchange Rules, the Membership
Application or under the Applicable Laws;
3.1.7 any information you provide to SGPMX or its agents in
connection with this Agreement and the accompanying
Membership Application or pursuant to the Exchange Rules or
otherwise, is and will be accurate and complete in all respects;
and
3.1.8 you agree to provide SGPMX in the future with information and
documentation that SGPMX may request pursuant to this
Agreement or the Exchange Rules.
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3.2 You agree to promptly notify SGPMX in writing if the information provided in
your Membership Application, this Agreement or otherwise is no longer
materially accurate or complete.
3.3 You acknowledge and agree that once you have provided all of the
information required in the Membership Application and have entered into this
Agreement, you are legally bound by all of the terms and conditions contained
therein.
4 ACKNOWLEDGEMENTS AND OBLIGATIONS
4.1 You agree that SGPMX, its employee, director, officer or agent shall not be
liable to you for any commercially reasonable action SGPMX or such other
person takes in order to comply with this Agreement, the Exchange Rules
and/or the Applicable Laws.
4.2 You acknowledge and agree that you will, following a request by SGPMX,
promptly provide to SGPMX financial or other information as SGPMX may
reasonably request or as may be required for SGPMX to respond to a request
for information from any Appropriate Authority.
4.3 You agree to comply with all of the Exchange Rules and the Applicable Laws
with respect to your trade and settlement obligations. You acknowledge and
agree that all orders submitted by you to SGPMX will comply with the
Exchange Rules.
4.4 SGPMX shall not be responsible for any loss due to your failure to fund,
cancel or replace an order prior to execution or the failure of any counterparty
to fulfil a Contract.
4.5 You acknowledge that you have not relied on any advice or recommendation
provided by SGPMX when submitting an order and entering into a Contract;
4.6 You shall not access the Exchange’s Website to:
4.6.1 post or transmit any messages or content that violates the
Exchange Rules, any Applicable Law and regulations
promulgated by any Appropriate Authority; or
4.6.2 engage in any conduct or practice inconsistent with just and
equitable principles of trade or conduct or practices detrimental
to the best interests of the Exchange and/or the other Members.
4.7 You agree that all communications with SGPMX, including keystrokes or
messages submitted by you on the Trading Platform and any telephone calls
between you and SGPMX may be recorded without further notice, and such
recordings may be provided to any Appropriate Authority (in conformance
with the Applicable Laws) and used as evidence in the event of any dispute.
Such recordings will be and remain the sole properties of SGPMX and will, in
the absence of manifest error, be accepted by you as evidence of the
communications so recorded. The period of retention of such recordings shall
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be at the sole discretion of SGPMX, which will act in conformity with the
Applicable Laws.
4.8 SGPMX shall be entitled to disclose any information on a Member and his
ownership to any Bullion to the Custodian, Service Providers, auditors,
solicitors, professional advisors and to such other persons for the purpose of
complying with any Applicable Laws.
5 EXCHANGE
5.1 Access to the Exchange is being made available to you under the terms and
conditions stated in this Agreement and in the Exchange Rules and you
accept the procedures (including the restrictions and limitations) set out by
the Exchange.
5.2 Your username in order to gain access to the Exchange shall be your email
address as provided by you in the Membership Application. You shall create
your own password and trading PIN in the manner stipulated by the
Exchange and you accept the robust procedures stipulated by the Exchange
for re-issuing forgotten passwords. You shall have the sole responsibility and
shall be liable for the security and safe keeping of you username, passwords
and other codes issued by the Exchange.
5.3 You shall ensure that only you or persons authorised by you will enter orders
for submission by you to the Trading Platform or the Retail Store.
5.4 SGPMX reserves the right to deny, terminate or suspend your access to the
Exchange when such action would serve the best interests of SGPMX and/or
the other Members.
5.5 You shall be fully responsible for timely performance of all obligations under
or in connection with any Contract resulting from the submission of any order
into the Exchange under your username ID.
5.6 You agree to:
5.6.1 authorise SGPMX to rely upon any instruction received through
use of your access to the Exchange or through any written
notice, request, direction or other document reasonably believed
to be genuine and to have been signed or presented by you or
on your behalf by an authorised person without further inquiry,
and SGPMX shall not be liable to you even if such instructions
were not authorised by you; and
5.6.2 immediately notify SGPMX if you become aware of any
deliberate or inadvertent unauthorised use of the Exchange and
you agree to cooperate with SGPMX in investigating any
unauthorised use;
5.7 SGPMX reserves the right to suspend trading on the Exchange, or immediate
processing of orders in time of high market volatility or fast moving market
conditions.
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5.8 You understand that SGPMX may suspend, impose conditions or revoke your
membership for any reason. During the period of suspension, the provisions
of Clause 8.1 shall apply mutatis mutandis.
5.9 You are responsible for keeping your systems that have access to the
Exchange’s Website, including all the servers, hardware, and software
applications, secure at all times from unauthorised access or use and you will
be responsible for any orders submitted to the Trading Platform by any
unauthorised person accessing your system.
5.10 SGPMX reserves the right to make such modifications, improvements or
additions to the Exchange’s Website or any part thereof at SGPMX’s sole
discretion. SGPMX will provide you with reasonable notice of any such
modifications, improvements or additions.
5.11 You acknowledge that the information concerning trading and account activity,
quotes, and other information that may be provided to you by SGPMX from
time to time is the property of SGPMX and may be protected by the
Applicable Laws. You agree not to reproduce, retransmit, disseminate, sell or
distribute such information in any manner without the express written consent
of SGPMX and not to use the information for any unlawful purpose.
5.12 No data transmission over the internet can be guaranteed as totally secure.
Whilst SGPMX strives to take reasonable steps to protect any information
provided by you to SGPMX (including debit card and/or credit card details)
over the internet, SGPMX does not warrant and cannot ensure the security of
any such information and the transmission of such information is done at your
own risk.
5.13 You shall be responsible for providing and maintaining the means by which
you will access the Exchange’s Website, which may include a dedicated
private circuit, modem, virtual private network or other access line. You are
responsible for all access and service fees necessary for you to connect to
the Exchange’s Website and you are responsible for all charges incurred by
you in accessing the Exchange’s Website.
6 CUSTODY OF BULLIONS
6.1 Appointment. You accept that SGPMX may appoint / is appointed as the
Custodian for the physical storage of Bullions to be traded or purchased on
the Exchange and in the case where SGPMX is not the Custodian, you
authorise SGPMX to act as your agent for arranging the custody of your
Bullion with the Custodian.
6.2 Bailment. Subject to the Exchange Rules, your Bullion will be held as
bailment in the Collection Centres controlled by the Custodian pursuant to a
Storage Agreement executed between SGPMX and the Custodian.
6.3 Custodian’s fees. SGPMX undertakes to pay on all fees and charges levied
by the Custodian to cover the costs of storage and insurance of your Bullion
but such fees and charges shall be passed on to and be payable by you in
accordance with this Agreement and/or the Exchange Rules.
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6.4 Bailment of Bullions. You agree that:
6.4.1 subject to sub-rule 6.4.3, when your purchase of Bullion is
transacted on the Exchange, the Bullion purchased is to be
delivered by the seller within the Collection Centre(s) of the
Custodian, so as to become a bailment of your property as in
accordance with the Exchange Rules;
6.4.2 when your sale of Bullion is transacted on the Exchange, the
Bullion sold is to be delivered to the purchaser within the
Collection Centre(s) of the Custodian on your behalf, thereby
terminating your bailment to the extent sold, as in accordance
with the Exchange Rules; and
6.4.3 when your purchase of Bullion is made from the Retail Store, the
Bullion purchased may be delivered to you physically in
accordance with the Exchange Rules.
6.5 Safe keeping records. You agree that the record keeping of the creation and
termination of the bailment is to be performed by SGPMX and/or the
Custodian according to the Exchange Rules, while the Bullion remains in
physical custody of the Custodian.
6.6 Audit. SGPMX shall at its cost appoint an independent certified public
accountant to audit and examine the records and books of SGPMX and the
Custodian and where necessary, inspect the Collection Centre(s), to ensure
that Bullions traded on the Trading Platform and Bullions stored in the
Collection Centre(s) are fully accounted for and reconciled every three (3)
months.
7 MEMBERSHIP FEES, CHARGES AND PAYMENTS
7.1 Membership Fee. You agree to pay to SGPMX a one-time non-refundable
membership fee in the amount stipulated by SGPMX from time to time and
upon SGPMX’s acceptance of your Membership Application.
7.2 Charges. You will be liable for the payment of fees or commissions relating to
the execution and settlement of Contracts on the Exchange or storage of the
Bullion and other charges associated with other services rendered by us for
you as may be provided by the Exchange and stipulated in the Exchange
Rules and at such rate as determined by SGPMX from time to time.
7.3 Method of payment. Payment of the Membership Fee and Charges shall be
made by you as stipulated in the Exchange Rules.
7.4 Change in Membership Fee and Charges. SGPMX, in its sole discretion,
may change the Membership Fee and the Charges at any time and from time
to time.
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8 TERMINATION
8.1 Termination by notice. This Agreement may be terminated by you or SGPMX
at any time by giving not less than three (3) Business Days’ written notice to
the other Party.
8.2 Termination upon default. If:
8.2.1 you breach or fail to comply with any of your material obligations
under this Agreement or the Exchange Rules or otherwise in
respect of any Contract (including any failure to pay any of the
Charges on its due date);
8.2.2 any representation made by you hereunder (including all
documents incorporated by reference) is not or ceases to be
accurate and complete in any material respect;
8.2.3 you become bankrupt, has a receiving order made against you,
or makes any arrangement with your creditors generally or takes
or suffers any similar action as a result of debt;
8.2.4 you convene a meeting of your creditors or suffers a petition to
be presented or a meeting to be convened or other action to be
taken with a view to your liquidation (except for the purposes of
and followed by amalgamation or reconstruction); or
8.2.5 a receiver or administrative receiver is appointed over any of
your property
then SGPMX shall have the right to terminate this Agreement and revoke
your Membership forthwith.
9 CONSEQUENCES OF TERMINATION
9.1 SGPMX’s rights. On the termination of this Agreement, SGPMX shall have
the right, without limitation, to:
9.1.1 cancel any of your outstanding orders;
9.1.2 treat any and all of your obligations to SGPMX or a counter-party
under a Contract as immediately due and owing;
9.1.3 set-off any of SGPMX’s obligation to you against any of your
obligations to SGPMX;
9.1.4 terminate any or all of SGPMX’s obligations for future
performance with respect to your trading account;
9.1.5 terminate your access to the Trading Platform;
9.1.6 cause all your Bullions stored with the Custodian to be returned
to you; and/or
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9.1.7 proceed with any other appropriate action in accordance with the
Exchange Rules.
9.2 Notice of action. SGPMX shall make reasonable efforts to inform you that it
will take or has taken any of the actions set out in Clause 9.1.
9.3 Effect of termination. The termination of this Agreement shall not affect:
9.3.1 such of its provisions as are expressed to operate or have effect
afterwards; or
9.3.2 any right or obligation already accrued to either Party in respect
of any breach of this Agreement by the other Party.
9.4 Survival. To the fullest extent permitted by law, your obligations relating to
confidentiality, warranties, limitations of liability, arbitration and law and
jurisdiction in this Agreement will survive the termination of this Agreement as
well as the suspension or restriction of your access to the Trading Platform.
10 DISCLAIMERS AND EXCLUSIONS OF LIABILITIES
10.1 No warranty. You understand that SGPMX, its Affiliates and the Service
Providers provide their services under the Exchange “as is” and without any
warranty or condition, express, implied or statutory. SGPMX, its Affiliates and
the Service Providers specifically disclaim any implied warranty of title,
merchantability, non-infringement of third party rights, fitness for a particular
purpose, error-free or uninterrupted service or security.
10.2 No liability for internet. You understand that while the Internet and dedicated
private circuits are generally dependable, technical problems or other
conditions may delay or prevent you from entering or cancelling an order on
the Trading Platform or the Retail Store, or may delay or prevent an order
transmitted to the Trading Platform from being executed. YOU ALSO AGREE
THAT SGPMX, ITS AFFILIATES OR ANY SERVICE PROVIDER SHALL
NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR ANY LOSS OR
DAMAGE SUSTAINED BY YOU, INCLUDING ANY CONSEQUENTIAL
LOSS, LOSS OF PROFIT OR LOSS OF TRADING OPPORTUNITY, AS A
RESULT OF ANY ACTUAL OR PROPOSED CONTRACT OR AS A DIRECT
OR INDIRECT RESULT OF ANY SERVICES PROVIDED BY SGPMX, ITS
AFFILIATE OR ANY SERVICE PROVIDER (INCLUDING, WITHOUT
LIMITATION, ANY FAILURE IN THE TRADING PLATFORM OR ANY
INACCURATE INFORMATION PROVIDED BY SGPMX OR ITS AFFILIATE),
UNLESS THAT PERSON ACTED OR FAILED TO ACT IN A MANNER THAT
IS GROSSLY NEGLIGENT, RECKLESS, OR FRAUDULENT.
10.3 No liability for details on Exchange’s Website. All details contained on the
Exchange’s Website relating to products and services may not satisfy the
laws of the country or jurisdiction under which you are subject to and SGPMX
makes no warranty as such. It is your responsibility to determine whether
these details satisfy the laws of the country or jurisdiction under which you are
subject to and if the details do not satisfy the laws of such jurisdiction, any
trade you do on the Exchange shall be at your own risk.
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10.4 No liability for links on Exchange’s Website. The Exchange’s Website may
contain links to references to third party websites, which are provided for your
convenience only. SGPMX makes no endorsement of any third party
products, services or information is expressed or implied by any information,
material or content of any third party contained in, referred to, included on or
linked from or to the Exchange’s Website. Any information, data, opinion,
recommendation, products or services provided by such third parties through
links to other websites or otherwise made available through their websites are
solely those of such third parties and not of SGPMX.
10.5 Electronic trading risk. There are numerous risks associated with the
Contracts entered into on the Exchange and with the Trading Platform itself.
Notwithstanding said risks, you assume the financial and other risks involved
in the entering into these Contracts.
11 COPYRIGHT
All materials displayed on or contained within the Exchange’s Website, including all
information texts, photographs, illustrations, artworks, names, logos, trademarks and
service marks (collectively the Materials”) are the property of SGPMX or its Service
Providers and are protected by copyright, trademark and other intellectual property
laws. You shall not use, reproduce, modify, create derivative works from, display or
distribute the Materials without SGPMX’s prior written consent. This Rule survives
the termination of this Agreement.
12 DISCLOSURE
To the fullest extent permissible under any Applicable Laws, you expressly consent
to and agree that SGPMX shall have the right to use or disclose your personal
information (including details of your credit or debit cards) to the Custodian, Service
Providers or other persons:
12.1 for the purpose of performing its obligations under this Agreement and/or the
Exchange Rules;
12.2 to cooperate with any law enforcement or investigation; or
12.3 as necessary to comply with any Applicable Laws.
13 INDEMNITY
Notwithstanding any term and condition herein to the contrary, you shall indemnify
and keep SGPMX and its employees, officers, servants, agents and directors and
their successors-in-title and assigns fully indemnified from and against any claims,
demands, proceedings, damages, costs and expenses whatsoever and howsoever
suffered or incurred by SGPMX as a result of or arising from your breach of this
Agreement and the Exchange Rules. Without limitation to the generality of the
foregoing, you shall, on a full indemnity basis, indemnify and hold harmless SGPMX
from and against all out-of-pocket expenses, including legal fees (on a solicitor and
client basis) incurred by SGPMX relating to and/or by reason of the enforcement
and/or protection of its rights under this Agreement and the Exchange Rules.
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14 ARBITRATION
Any dispute arising out of or in connection with this Agreement, including any
question regarding its existence, validity or termination, shall be referred to and finally
resolved by arbitration in Singapore in accordance with the Arbitration Rules of the
Singapore International Arbitration Centre ("SIAC Rules") for the time being in force,
which rules are deemed to be incorporated by reference in this clause Provided That
neither Party shall resort to or invoke the arbitration process or any litigation unless
the Parties shall have first complied with, or the Parties hereto expressly waive the
compliance with, the following provisions:
14.1 either Party shall have appointed or nominated an official or representative
(the “representative”);
14.2 the representatives by mutual co-operation, negotiation and discussion have
attempted to resolve amicably any dispute which has arisen between the
Parties;
14.3 the representatives have failed and/or unable to resolve such dispute or part
of a dispute within a period not exceeding one month of the appointment of
such representative or the date when the dispute arose whichever is the later.
The Tribunal shall consist of 1 arbitrator. The language of the arbitration shall be
English.
15 MISCELLANEOUS
15.1 Force majeure. SGPMX shall not be liable for any failure in the performance
of any of its obligations under this Agreement or the Exchange Rules caused
by factors outside its control, including any act of God, war, riot, strike,
terrorism, epidemic, lock-out, industrial action, computer glitch, loss of
electricity or power for any length of time, fire, flood, drought, or storm. If
such circumstances continue for a continuous period of more than six (6)
months, either Party may terminate this Agreement by written notice to the
other Party.
15.2 Waiver. No delay or omission by SGPMX in the exercise of any right, power
or remedy provided by law or under this Agreement or the Exchange Rules
shall impair such right, power or remedy or operate as a waiver thereof or of
any other right, power or remedy.
15.3 Extension of time and indulgences, etc SGPMX may release or compromise
your liability under this Agreement, the Exchange Rules or any document
mentioned in it or grant to you time or other indulgence without affecting your
liability.
15.4 Entire understanding. This Agreement, the Exchange Rules and the
Membership Application embodies the entire understanding of the Parties in
respect of the matters contained or referred to in it and there are no promises,
terms, conditions or obligations oral or written express or implied other than
those contained in this Agreement (including the documents incorporated by
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reference). You irrevocably and unconditionally waive any right you may
have to claim damages or to rescind this Agreement for any
misrepresentation whether or not contained in this Agreement or for any
breach of any warranty not contained in this Agreement unless the
misrepresentation or warranty was made fraudulently.
15.5 Amendment. SGPMX may, at any time and from time to time at its sole and
absolute discretion, amend this Agreement and the Exchange Rules upon
written notice to you. You will be deemed to agree to each such amendment
if you do not terminate this Agreement prior to the effective date of the
amendment. Your continued use of the Trading Platform or your placement
of orders following the amendment will represent an agreement by you to be
bound by this Agreement and the Exchange Rules as amended.
15.6 Assignment. You may not assign or dispose or part with any of your rights
and obligations in this Agreement without the prior written consent of SGPMX.
SGPMX shall be entitled to assign or transfer all or any of its rights under this
Agreement to any third party without your prior written consent.
15.7 Obligations cumulative. The effect of all obligations affecting you under this
Agreement and the Exchange Rules is cumulative and no obligation shall be
limited or modified by any other of those obligations unless there is in this
Agreement an express limitation or modification.
15.8 Severability. If any provision of this Agreement or the Exchange Rules shall
be held by a court of competent jurisdiction to be illegal, invalid or
unenforceable, the remaining provisions shall remain in full force and effect.
15.9 Successors bound. This Agreement and the Exchange Rules shall be
binding upon and inure to the benefit of the Parties and their respective legal
representatives, successors-in-title and permitted assigns.
15.10 No third party rights. A person who is not a party to this Agreement shall
have no rights under the Contracts (Rights of Third Parties) Act (Cap. 53B) to
enforce or derive the benefit of any term of this Agreement.
15.11 Law and jurisdiction. This Agreement and the Exchange Rules shall be
governed by the laws of the Republic of Singapore.
15.12 Anti-money laundering laws. You agree to fully comply with all Applicable
Laws (existing and future) on anti-money laundering applicable to you,
SGPMX and the Custodian.
15.13 Additional Schedules to this Agreement. SGPMX may, from time to time and
in its sole discretion, include new schedules to this Agreement. Such
schedules shall form an integral part of this Agreement and be read in
conjunction with and without derogation from this Agreement. The current
schedules to this Agreement are as follows:
i. Schedule – Exchange Rules; and
ii. Schedule 2 – Terms & Conditions concerning prepayment.
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16 NOTICES
16.1 Notices to you. You consent to receive all notices, including confirmations,
amendments to this Agreement and the Exchange Rules, and any
correspondence relating to your account(s) or membership from SGPMX, or
any other written communication by:
16.1.1 in the case of amendments, posting the same on the Exchange’s
Website or publishing the same in any national newspaper of
SGPMX’s choice; or
16.1.2 electronic mail (“email”) to the email address(es) provided by
you with this Agreement and/or the Membership Application; or
16.1.3 ordinary mail to the address provided by you in this Agreement
or the Membership Application.
16.2 Notice to joint Members. If you are two (2) or more persons, all notices
served on the first-named person as stated on your Membership Application
shall be deemed to have been duly served on each and every one of the
other persons.
16.3 Notices to SGPMX. All notices and communications from you to SGPMX
shall be sent by either:
16.3.1 email to the email address(es) designated by SGPMX on the
Exchange’s Website;
16.3.2 registered or recorded delivery mail to the physical address
designated by SGPMX on the Exchange’s Website; or
16.3.3 personal delivery to the physical address designated by SGPMX
on the Exchange’s Website.
16.4 Deemed service. A notice shall be deemed to have been served:
16.4.1 if it was served by post, 48 hours after it was posted;
16.4.2 if it was served by email or facsimile transmission, at 09.00 am
on the first Business Day after the time of transmission; or
16.4.3 if it was served in person, at the time of service.
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SCHEDULE
RULES OF THE SINGAPORE PRECIOUS METALS EXCHANGE
INTRODUCTION
These Rules of the SINGAPORE PRECIOUS METALS EXCHANGE (“these Rules”) set out the
terms and conditions under which a Member of the Exchange trades Bullions on the Trading
Platform and/or purchases Bullions from the Retail Store.
By using the Trading Platform or the Retail Store and/or placing an order thereon, a Member
is indicating his acceptance of these Rules. SGPMX reserves the right to make changes to
these Rules at any time upon written notice to the Members.
1 DEFINITIONS AND INTERPRETATION
1.1 Definitions. Unless the context otherwise requires, terms defined in the
Membership Agreement and not otherwise defined herein bear the same
meanings where used in these Rules. Unless the context otherwise requires,
the following terms used in these Rules shall have the following meanings:
Accumulation Plan” means the optional plan offered by SGPMX under
which Member may purchase Bullion from the Retail Store on a monthly or
such other periodic intervals pursuant to Rule 12;
Brokerage Fee” means the brokerage fee payable by each Member to
SGPMX for every Contract made on the Trading Platform;
Card means the credit or debit card, nominated by the Member for any
payment under these Rules (including Direct Debit);
Card Issuer” refers the bank, financial institution or such other entity which is
the issuer of the Card;
Custodian’s Charges means the Storage Fee (Rule 13.4), Viewing Fee
(Rule 14.2), the Withdrawal Fee (Rule 15.2) and other fees or charges
payable by each Member to SGPMX for the storage of Bullion at a Collection
Centre in accordance with these Rules;
Direct Debitmeans the direct debit payment system used by a Member to
make payment of his purchases of Bullion pursuant to the Accumulation Plan;
Member” means a member of the Exchange pursuant to a Membership
Agreement;
Membership Agreementmeans the agreement made between a Member
and SGPMX for the membership to the Exchange;
Purchase Ordermeans an order placed by a Member to purchase Bullion
on the Trading Platform in accordance with these Rules;
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Purchase Pricemeans the price at which a Member purchases Bullion on
the Trading Platform;
Retail Contract means each contract for the purchase of Bullion from the
Retail Store entered into by you subject to these Rules and/or other terms as
may be stipulated by SGPMX from time to time;
Retail Purchase Ordermeans an order placed by a Member to purchase
Bullion from the Retail Store in accordance with these Rules;
Retail Purchase Price” means the price at which a Member purchases
Bullion from the Retail Store;
Safe-keeping Statement” means the receipt which the Members could
download from the Exchange’s Website evidencing the deposit of the Bullion
with the Custodian and ownership of the Bullion, in such form and substance
as may be prescribed by SGPMX from time to time;
Sale Order means an order placed by a Member to sell Bullion on the
Trading Platform in accordance with these Rules;
Sale Pricemeans the price at which a Member sells Bullion on the Trading
Platform;
Storage Fee means the annual fee payable directly by each Member to
SGPMX for the issuance of a Safe-keeping Statement for Bullion deposited
with the Custodian at a Collection Centre and the storage thereof, in the
amount set out in these Rules;
Trading Contractmeans each contract for the sale or purchase of Bullion
entered into by you on the Trading Platform subject to these Rules and/or
other terms as may be stipulated by SGPMX from time to time;
Transaction Costs means the Brokerage Fee, administrative or service
charges, shipping and delivery charges, local taxes and other fees to be paid
in full to SGPMX upon a Member’s placement of a Purchase, Retail Purchase
or Sale Order, as the case may be, in such amounts as may be determined
by SGPMX from time to time.
1.2 Interpretation. Except to the extent that the context otherwise requires:
1.2.1 the headings to the Rules are inserted for ease of reference only
and shall not affect their construction;
1.2.2 references to Rules are to be construed as references to these
Rules and each reference to a sub-rule is to the relevant sub-rule of
the Rule in which the reference appears;
1.2.3 if the expression Member means two (2) or more persons, then
any agreement covenant term or undertaking expressed to be made
by or binding upon the Member shall be deemed to be made by or
binding upon such persons jointly and severally.
1.3 Priority of documents. In the event of any conflict among the Membership
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Agreement and any of the documents incorporated therein by reference, the
priority of the documents shall be in accordance with the following sequence:
(1) these Rules; (2) the Membership Application; and (3) the Membership
Agreement.
1.4 Language. In the event of any inconsistency, ambiguity, conflict or
discrepancy between the English version of these Rules and the translation
thereof in any other language, the English version of these Rules shall prevail.
PART I
TRADING
2 TRADING PLATFORM
2.1 Using the Trading Platform. SGPMX shall provide the Members, on a best
efforts basis, with access to an automated trading facility (Trading Platform)
for trading in Bullions subject to these Rules and other such terms and
conditions as SGPMX may determine from time to time. A Member shall
have non-exclusive license to use the Trading Platform.
2.2 Identity documents. Notwithstanding Rule 2.1, a Member shall only be
allowed to trade on the Trading Platform after providing SGPMX with
identification and/or verification documents stipulated by the Exchange to the
satisfaction of SGPMX.
2.3 Trading hours. The Trading Platform will follow international market timings,
hence the trading at the Trading Platform, unless otherwise notified in
advance, shall be for 24 hours per day.
2.4 Designated currency. All trading on the Platform shall be made in USD.
2.5 Quoted market prices. The market prices for Bullion quoted by the Trading
Platform are derived from various markets or exchanges in the world and are
indicative only and believed by SGPMX to be reliable but its accuracy,
completeness and currency are not guaranteed by the SGPMX. SGPMX
does not guarantee that Bullions can be sold or purchased at such prices.
2.6 Trading parameters. The Trading Platform may specify various trading
parameters and limits relating to the trading of Bullions. SGPMX shall publish
on the Trading Platform specifications for the Bullions traded and utilise
standard Contracts according to these specifications.
3 PURCHASE
3.1 Purchase Orders. All Purchase Orders shall be made on-line through the
Trading Platform. A Purchase Order shall contain the particulars as may be
required by the Trading Platform which shall include the quantity of the Bullion
and the price at which the Member wishes to purchase the Bullion.
3.2 Sufficient credit in account. A Member shall only be allowed to place a
Purchase Order if there is not less than USD500.00 (or such other amount as
may be stipulated by SGPMX from time to time) standing to his credit in his
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trading account.
3.3 Confirmation of Purchase Order. A confirmation of a Member’s Purchase
Order will be issued once his payment of the Purchase Price, Storage
Charges (if any) and the relevant Transaction Costs has cleared. A
Member’s receipt of an electronic or other form of confirmation of a Purchase
Order does not necessarily signify SGPMX’s acceptance of his order, nor
does it constitute confirmation that a Trading Contract has been formed.
SGPMX also may require additional verification or information in respect of
and/or before accepting any Purchase Order. SGPMX reserves the right,
without prior notification, to accept or decline the Purchase Order or limit the
quantity of the Bullion in the Purchase Order for any reasons.
3.4 Cancellation of Purchase Orders.
3.4.1 A Member has the right at any time to submit a request to cancel a
Purchase Order placed through the Trading Platform. Upon receipt
of such request, SGPMX shall endeavor to remove the Purchase
Order but any Storage Fee and/or Transaction Cost paid in relation
to the Purchase Order will be forfeited by SGPMX and not
refundable to the Member.
3.4.2 A Purchase Order cannot be cancelled if the Trading Contract has
already been entered into before the request for cancellation.
4 PURCHASE PRICE AND PAYMENT
4.1 Quoted Purchase Price. The Purchase Prices quoted on the Trading
Platform for Bullions are in USD and are exclusive of any Transaction Costs
pertaining to the purchase.
4.2 Time for payment. Payment of the Purchase Price, the Storage Fee (if any)
and the Transaction Costs shall be paid by a Member in full at the time he
places the Purchase Order.
4.3 Method of payment. Payment of the Purchase Price, the Storage Fee (if any)
and Transaction Costs for Bullion shall be made by a Member in accordance
with Rule 20. SGPMX may require, at its option, that a Purchase Order with
the Purchase Price exceeding USD50,000.00 (or such other amount as may
be stipulated by SGPMX from time to time) shall first be approved by SGPMX
before being accepted by the Trading Platform.
5 SALE
5.1 Sale Orders. All Sale Orders shall be made on-line through the Trading
Platform. A Sale Order shall contain the particulars as may be required by
the Trading Platform which shall include the quantity of the Bullion and the
price at which the Member wishes to sell the Bullion.
5.2 Safe-keeping Statement. A Member shall only be allowed to place a Sale
Order in respect of Bullion which is stored with the Custodian.
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5.3 Confirmation of Sale Order. A confirmation of a Member’s Sale Order will be
issued once his payment of the relevant Transaction Costs has cleared. A
Member’s receipt of an electronic or other form of confirmation of a Sale
Order does not necessarily signify SGPMX’s acceptance of his order, nor
does it constitute confirmation that a Trading Contract has been formed.
SGPMX also may require additional verification or information in respect of
and/or before accepting any Sale Order. SGPMX reserves the right, without
prior notification, to accept or decline the Sale Order or limit the quantity of
the Bullion in the Sale Order for any reasons.
5.4 Cancellation of Sale Orders.
5.4.1 A Member has the right at any time to submit a request to cancel a
Sale Order placed through the Trading Platform. Upon receipt of
such request, SGPMX shall endeavor to remove the Sale Order but
any Transaction Cost paid in relation to the Sale Order will be
forfeited by SGPMX and not refundable to the Member.
5.4.2 A Sale Order cannot be cancelled if the Trading Contract has
already been entered into before the request for cancellation.
6 SALE PRICE AND PAYMENT
6.1 Quoted Sale Price. The Sale Prices quoted on the Trading Platform for
Bullions are in USD and are exclusive of any Transaction Costs pertaining to
the sale.
6.2 Time for payment. Payment of the Transaction Costs shall be paid by a
Member in full at the time he places the Sale Order.
6.3 Method of payment. Payment of the Transaction Costs shall be made in
accordance with Rule 20. SGPMX may require, at its option, that a Sale
Order with the Sale Price exceeding USD50,000.00 (or such other amount as
may be stipulated by SGPMX from time to time) shall first be approved by
SGPMX before being accepted by the Trading Platform.
7 TRADING CONTRACTS
7.1 Matching. On receipt of a Member’s Purchase Order, the Trading Platform
automatically attempts to match such Order with another Member’s Sale
Order. The Trading Platform will trade at the most attractive prices for an
order, achieving lowest possible price within the limit for Purchase Orders,
and highest possible price above the limit for Sale Orders.
7.2 Trading Contract. If a Purchase Order can be matched with a Sale Order
then that Order is executed immediately and a Trading Contract is formed
between the Member submitting the Sale Order (the “seller”) and the Member
submitting the Purchase Order (the purchaser”) for the sale and purchase of
the Bullion. SGPMX will acknowledge each Trading Contract and will give
notice of the same to the seller and purchaser shortly after execution occurs.
7.3 Settlement. The Trading Platform will ensure that the seller is able to deliver
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the Bullion to the purchaser in the quantity purchased and a purchaser is able
to pay the Purchase Price to the seller as consideration of the sale.
Settlement of a Trading Contract shall occur upon its formation, when:
7.3.1 title and ownership to the Bullion passes to the purchaser; and
7.3.2 the Sale Price is credited into the trading account of the seller.
7.4 Receipt of Safe-keeping Statement. The Safe-keeping Statement for the
Bullion purchased by a purchaser will normally be issued to the purchaser
within three (3) Business Days from the date of the Trading Contract or such
later date as may be revised by SGPMX at any time and from time to time.
7.5 Receipt of Sale Price. The Sale Price due to a seller will normally be credited
into the trading account of the seller within three (3) Business Days from the
date of the Trading Contract or such later date as may be revised by SGPMX
at any time and from time to time.
PART II
PURCHASE FROM RETAIL STORE
8 RETAIL STORE
8.1 Using the Retail Store. SGPMX shall provide the Members, on a best efforts
basis, with access to the Retail Store to purchase Bullions subject to these
Rules and other such terms and conditions as SGPMX or the Retail Seller
may determine from time to time.
8.2 Identity documents. Notwithstanding Rule 8.1, a Member shall only be
allowed to purchase Bullions from the Retail Store after providing SGPMX
with identification and/or verification documents stipulated by the Exchange to
the satisfaction of SGPMX.
8.3 Opening hours. The Retail Store will follow international market timings,
hence and unless otherwise notified in advance, shall be open for 24 hours
per day.
8.4 Designated currency. All purchases from the Retail Store shall be made in
USD.
9 PURCHASE
9.1 Retail Purchase Orders. All Retail Purchase Orders shall be made on-line
through the Retail Store. A Retail Purchase Order shall contain the
particulars as may be required by the Retail Store which shall include the
quantity of the Bullion and the price at which the Member wishes to purchase
the Bullion.
9.2 Sufficient credit in account. A Member shall only be allowed to place a Retail
Purchase Order if there is not less than USD500.00 (or such other amount as
may be stipulated by SGPMX from time to time) standing to his credit in his
trading account.
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9.3 Confirmation of Retail Purchase Order. A confirmation of a Member’s Retail
Purchase Order will be issued once his payment of the Retail Purchase Price
and the relevant Transaction Costs has cleared. A Member’s receipt of an
electronic or other form of confirmation of a Retail Purchase Order does not
necessarily signify the Retail Store’s acceptance of his order, nor does it
constitute confirmation that a Retail Contract has been formed. SGPMX also
may require additional verification or information in respect of and/or before
accepting any Retail Purchase Order. SGPMX and the Retail Seller cannot
guarantee the availability of the Bullion and reserves the right, without liability
or prior notice, to cease to make available the Bullion or decline the Retail
Purchase Order or limit the quantity of the Bullion in the Retail Purchase
Order for any reasons.
9.4 Cancellation of Retail Purchase Orders.
9.4.1 A Member has the right at any time to submit a request to cancel a
Retail Purchase Order placed with the Retail Store. Upon receipt of
such request, SGPMX shall endeavour to remove the Retail
Purchase Order but any Storage Fee and/or Transaction Cost paid
in relation to the Retail Purchase Order will be forfeited by SGPMX
and not refundable to the Member.
9.4.2 A Retail Purchase Order cannot be cancelled if the Retail Contract
has already been entered into before the request for cancellation.
10 RETAIL PURCHASE PRICE AND PAYMENT
10.1 Quoted Retail Purchase Price. The Retail Purchase Prices quoted by the
Retail Store for Bullions are in USD and are exclusive of any Storage Fee (if
any) and Transaction Costs (other than Brokerage Fee) pertaining to the
purchase.
10.2 Time for payment. Payment of the Retail Purchase Price, the Storage Fee (if
any) and the Transaction Costs shall be paid by a Member in full at the time
he places the Retail Purchase Order.
10.3 Method of payment. Payment of the Purchase Price, Storage Fee (if any)
and Transaction Costs (other than Brokerage Fee) for Bullion shall be made
by a Member in accordance with Rule 20. SGPMX may require, at its option,
that a Retail Purchase Order with the Retail Purchase Price exceeding
USD50,000.00 (or such other amount as may be stipulated by SGPMX from
time to time) shall first be approved by SGPMX before being accepted by the
Retail Store.
11 RETAIL CONTRACTS
11.1 Retail Contracts. If the Retail Store accepts a Retail Purchase Order then
that Order is executed immediately and a Retail Contract is formed between
the Retail Store and the Member submitting the Retail Purchase Order (the
purchaser”) for the sale and purchase of the Bullion. SGPMX will
acknowledge each Retail Contract and will give notice of the same to the
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purchaser shortly after execution occurs.
11.2 Settlement. SGPMX will ensure that the Retail Seller is able to deliver the
Bullion to the purchaser in the quantity purchased and a purchaser is able to
pay the Retail Purchase Price to the Retail Seller as consideration for the sale.
Settlement of a Retail Contract shall occur upon its formation, when:
11.2.1 upon delivery of the Bullion to the purchaser; and
11.2.2 the Retail Purchase Price is credited into the account of the Retail
Store.
11.3 Delivery.
11.3.1 In the case of Bullion purchased at the Retail Purchase Price of less
than USD1,000.00 (or such other amount as may be specified by
SGPMX from time to time) or more, the purchaser shall take delivery
of the Bullion, as if the purchaser had requested for a withdrawal of
the Bullion on the date of the Retail Contract was formed,
whereupon Rule 15 shall apply mutatis mutandis save and except
that the Withdrawal Fee shall be USD50.00 (or such other amount
as may be specified by SGPMX from time to time).
11.3.2 In the case of Bullion purchased at the Retail Purchase Price of
US$1,000.00 or more (or such other amount as may be specified by
SGPMX from time to time), the purchaser shall have the option
either:
11.3.2.1 to take delivery of the Bullion, as if the purchaser had
requested for a withdrawal of the Bullion on the date of
the Retail Contract was formed, whereupon Rule 15 shall
apply mutatis mutandis save and except that the
Withdrawal Fee shall be USD50.00 (or such other
amount as may be specified by SGPMX from time to
time); or
11.3.2.2 to require the Bullion to remain deposited with the
Custodian and a Safe-keeping Statement issued to him
therefor, whereupon Rule 11.4 shall apply.
11.4 Receipt of Safe-keeping Statement. Where applicable, the Safe-keeping
Statement evidencing the Bullion purchased by a purchaser can be
downloaded from the Exchange’s Website within three (3) Business Days
from the date of the Retail Contract or such later date as may be revised by
SGPMX at any time and from time to time.
11.5 Receipt of Retail Purchase Price. The Retail Purchase Price due to the Retail
Seller will normally be credited into the Retail Sellers’ account within three (3)
Business Days from the date of the Retail Contract or such later date as may
be revised by SGPMX at any time and from time to time.
11.6 Incorrectly quoted prices. In addition to but without prejudice to Rule 9.3,
SGPMX shall have the right to cancel any Retail Contract made at the
incorrect Retail Purchase Price due to typographical errors or like oversight
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errors in pricing or product information. If a Retail Contract has been
cancelled and the Member has already been charged for the Retail Purchase
Price, SGPMX shall give notice of the cancellation of the Retail Contract to
the purchaser shortly after the cancellation and shall ensure that the Retail
Purchase Price and all relevant Transaction Costs be reversed or refunded to
that Member in full within three (3) Business Days from the date of the
cancellation.
12 ACCUMULATION PLAN
12.1 Accumulation Plan. Subject to this Rule 12, any Member may participate in
the accumulation plan offered by the Exchange whereby the Member agrees
to purchase Bullion (of the type and in the weight and other specifications of
the Bullion as may be specified by the Exchange) from the Retail Store at
monthly or such other periodic intervals specified by the Exchange
(“Accumulation Plan”).
12.2 Application. An application for the Accumulation Plan shall be made by the
Member by using the requisite form prescribed by the Exchange’s Website.
The Member shall allow an interval of at least thirty (30) days from receipt by
SGPMX of the Member’s application for the Accumulation Plan for the
activation and registration of the Accumulation Plan.
12.3 Right to reject application for Accumulation Plan. SGPMX reserves the right
at its absolute discretion to approve or reject the Member’s application for the
Accumulation Plan without assigning any reason whatsoever.
12.4 Notification. SGPMX shall notify the Member of the Accumulation Plan upon
approval or rejection of his application, as the case may be.
12.5 Terms and conditions. For the purposes of the Accumulation Plan:
12.5.1 the first purchase made under the Accumulation Plan shall be on the
next 1
st
day of the month (or another day as may be specified by
SGPMX) following the approval of the Accumulation Plan at the
Retail Purchase Price equivalent to the price quoted by the Retail
Store on that day and every subsequent purchase thereafter shall
be made on the corresponding date of the following months;
12.5.2 all Bullion purchased shall remain deposited with the Custodian and
can only be withdrawn if the aggregate weight of such Bullion is not
less than the limits prescribed by SGPMX.
Subject to the above, Rules 9 to 11 shall apply mutatis mutandis to each
purchase of Bullion made under the Accumulation Plan.
12.6 Payment. Unless otherwise stipulated by SGPMX, the Retail Purchase Price
and Transaction Costs, Custodian’s Charges or other payments to be made
by the Member under the Accumulation Plan shall be automatically billed to
the Member’s Card and paid by Direct Debit.
12.7 Authorisation. The Member expressly authorises SGPMX to make
arrangements to enable the Member to obtain the Direct Debit from the Card
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Issuer and to for purpose, if necessary, forward the details of that Member’s
transactions on the Exchange, his Card and other relevant details to the Card
Issuer and/or other relevant parties.
12.8 Costs of Direct Debit. For the avoidance of any doubts, the Member shall be
liable for any costs and expenses charged by the Card Issuer or any other
party for providing and/or facilitating the Direct Debit.
12.9 Disclaimer. SGPMX shall not be liable to the Member if the provision of or
authorisation for Direct Debit is denied or refused or suspended at any time
by the Card Issuer for any other party for any reason whatsoever.
12.10 Suspension of Accumulation Plan. SGPMX reserves the right at its absolute
discretion to suspend or deny provision of the Accumulation Plan to any
Member at any time.
12.11 Termination of Accumulation Plan.
12.11.1 SGPMX may terminate the Accumulation Plan at any time by giving
the Member written notice of the same not less than five (5)
Business Days (or such other period as may be specified by
SGPMX from time to time) from the date of termination.
12.11.2 The Member may terminate the Accumulation Plan at any time by
giving SGPMX written notice of the same not less than five (5)
Business Days prior to the date on which a payment is next due
under the Accumulation Plan (or such other period as may be
specified by SGPMX from time to time). The nominated account for
the Direct Debit will continue to be auto-debited until the Member’s
notice to terminate the Accumulation Plan has been processed and
registered.
12.11.3 Notwithstanding the foregoing, the Accumulation Plan shall be
automatically terminated with immediate effect without notice to the
Member if the Card is cancelled by the Card Issuer.
12.11.4 SGPMX shall also give to the Card Issuer notice to terminate the
Direct Debit.
12.12 Right to delegate. SGPMX shall be entitled at its sole and absolute discretion
to delegate any activities under the Accumulation Plan to any third party
agency. To the fullest extent permissible under any Applicable Laws, the
Member authorises SGPMX to disclose the Member’s personal information,
the account details and payment information with such third party delegatee.
12.13 Risk. Notwithstanding any of the foregoing provisions, the Member agrees
that the use of the Accumulation Plan is undertaken at the Member’s sole risk.
The Member hereby assumes all risk arising from the Accumulation Plan or
incidental to the use thereof and shall not hold SGPMX liable for any loss
arising therefrom.
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PART III
BULLION
13 DEPOSIT OF BULLION
13.1 Obtaining Safe-keeping Statement. To obtain a Safe-keeping Statement for
Bullion, a Member must deposit the Bullion with the Custodian.
13.2 Inspection of Bullion. The Custodian will examine the Bullion deposited at the
Collection Centre selected by the Member to determine the weight, quality
and other specifications of the Bullion and whether the Bullion is in good and
resaleable condition.
13.3 Issuance of Safe-keeping Statement. The Members may download the Safe-
keeping Statement evidencing the amount of Bullion deposited by a Member.
The Safe-keeping Statement shall contain the particulars of the Bullion such
as the date of the its deposit, product description, quantity, weight and other
relevant details as may be stipulated by SGPMX and/or the Custodian.
13.4 Storage Fee. The Storage Fee shall be payable directly to SGPMX upon
issuance of the Safe-keeping Statement to the Member. For the first 12-
month period commencing from the date the Bullion is deposited with the
Custodian, the Storage Fee shall chargeable based on a percentage (refer to
table below) of the quoted market price for the Bullion as at the date the Safe-
keeping Statement is issued by the Custodian. (subject to a minimum fee of
U$50.00 per annum) For subsequent 12-month periods thereafter, the
Storage Fees shall be chargeable based on a percentage (refer to table
below) of the quoted market price for the Bullion subject to a minimum fee of
U$50.00 per 12 month period as at the last day of the preceding 12-month
period. A Member shall pay the Storage Fee in advance.
13.5 Storage Fee for Accumulation Plan. The Storage Fee shall be payable
directly to SGPMX upon issuance of the Safe-keeping Statement to the
Member. For the first 12- month period commencing from the date the Bullion
is deposited with the Custodian, the Storage Fee shall chargeable based on a
percentage (refer to table below) of the quoted market price for the Bullion as
at the date the Safe-keeping Statement is issued by the Custodian. (subject
to a minimum fee of U$25.00 per annum) For subsequent 12-month periods
thereafter, the Storage Fees shall be chargeable based on a percentage
(refer to table below) of the quoted market price for the Bullion subject to a
minimum fee of U$25.00 per 12 month period as at the last day of the
preceding 12-month period. A Member shall pay the Storage Fee in advance.
13.6 Provision. When the Member has Bullion stored under the main account as
well as Bullion under the Accumulation Plan, the Storage Fee is calculated
based on a percentage (refer to table below) of the total combined quoted
market price for the Bullion as at the date the Safe-keeping Statement is
issued by the Custodian. (subject to a minimum fee of U$50.00 per annum)
For subsequent 12-month periods thereafter, the Storage Fees shall be
chargeable based on a percentage (refer to table below) of the quoted market
price for the Bullion subject to a minimum fee of U$50.00 per 12 month period
as at the last day of the preceding 12-month period. A Member shall pay the
Storage Fee in advance.
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Total Market
Value of Assets
(USD)
Gold Rate per
Annum
Platinum /
Palladium Rate
per Annum
Silver Rate per
Annum
$1,000.00 - $999,999.99
0.50%
0.50%
0.70%
$1,000,000 - $4,999,999.99
0.45%
0.45%
0.60%
$5,000,000 and above
0.40%
0.40%
0.55%
13.7 Rejection of Bullion. If the Custodian refuses to accept the Bullion from a
Member, it shall give notice to that Member of the refusal and request that
Member to collect the rejected Bullion from the Collection Centre within
fourteen (14) Business Days from the date of the notice, failing which SGPMX
shall have the rejected Bullion returned to that Member, at that Member’s risk,
in accordance with Rule 19 at his address specified in his Membership
Application or his last known address as may be notified to SGPMX.
13.8 Technical Issue. SGPMX shall not be liable in any way if the Members are
unable to download the Safe-keeping Statement from the Exchange’s
Website. In such instance, the Member is advised to consult SGPMX for
technical support.
13.9 License. These Rules do not confer on any Member a greater or other
interest than a licence from SGPMX and the Custodian to use the Collection
Centre for the deposit of Bullion. A Member shall not assign or sub-licence
this licence to use the Collection Centre or any part of it to any person.
13.10 No recognition of trust. Neither SGPMX nor the Custodian shall be affected
by notice of any trust or equity attaching to the Bullion or any part thereof.
13.11 Lien. SGPMX shall have a lien or charge on the Bullion in the Collection
Centre for the Custodian’s Fees and all other sums of money for which a
Member may become liable to SGPMX and may at any time and from time to
time without notice to the Member sell all or any of the Bullion and apply the
net proceeds in or towards satisfaction of all or part of the moneys payable to
SGPMX and the surplus proceeds of sale (if any) shall be retained by
SGPMX to the Member’s order without any liability on the part of SGPMX for
interest. The Member shall be liable to SGPMX for the difference between
the moneys payable to SGPMX and the net amount realised by SGPMX
pursuant to this Rule in the event such amount realised or received is less
than the amount payable to SGPMX, whether or not SGPMX is the purchaser
of the Bullion.
13.12 SGPMX not obliged to insure Bullion. SGPMX need not take out any
insurance in respect of the Bullion deposited by the Members in the Collection
Centre against any risk.
14 VIEWING OF BULLION
14.1 Viewing. Any Member may request to view all or any of his Bullion deposited
with the Collection Centre by using the requisite form as may be prescribed
by SGPMX and/or the Custodian. An advance notice of at least five (5)
Business Days or such other period as may be specified by SGPMX shall be
27 Membership Agreement
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given to SGPMX prior to viewing the Bullion. Any viewing of Bullion shall be
done at the time fixed by the Custodian and notified to the Member (through
SGPMX) during the usual business hours of the Custodian on a Business
Day.
14.2 Viewing Fee. An administrative fee currently at USD60.00 (or such other
amount as may be specified by SGPMX from time to time) for each viewing
shall be payable directly to SGPMX for this service and payable by the
Member prior to such viewing.
15 WITHDRAWAL OF BULLION
15.1 Withdrawal. Any Member may request to withdraw all or any of his Bullion
deposited with the Custodian in a Collection Centre by using the requisite
form as may be prescribed by SGPMX and/or the Custodian. An advance
notice of at least five (5) Business Days or such other period as may be
specified by SGPMX shall be given to SGPMX prior to the withdrawal of the
Bullion.
15.2 Withdrawal Fee. The Withdrawal Fee currently set at USD50.00 (or such
other amount as may be specified by SGPMX from time to time) shall be
payable directly to SGPMX for the withdrawal of the Bullion from the
Collection Centre and payable by a Member prior to the withdrawal. In
addition, the following charges shall apply for the withdrawal of Bullion from
the Collection Centre:
15.2.1 issuance of a permit at the prevailing rate of USD50.00; and
15.2.2 if the Collection Centre is in Singapore, Government Service Tax
(GST) at the prevailing rate.
15.3 Method of withdrawal. Any Member may withdraw the Bullion either:
15.3.1 by collecting the same personally or through duly authorised agent
from the Collection Centre at the time fixed by the Custodian and
notified to the Member (through SGPMX) during the usual business
hours of the Custodian on a Business Day; or
15.3.2 requiring the Bullion to be shipped and delivered to him at an
address specified by him or if not specified, at the addressed
specified in his Membership Application or his last known address
as may be notified to SGPMX.
15.4 Risks. Bailment to the Bullion shall terminate and all risks associated in the
loss or damage to the Bullion shall pass to that Member:
15.4.1 in the case of personal collection, at the time the Bullion is collected
by him; or
15.4.2 in the case of shipping and delivery, at the time the Bullion is
delivered to the shipping and/or courier agency.
15.5 Examination of Bullion. A Member shall examine the Bullion to ensure that,
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14 September 2015
subject to Rule 15.6, it is the correct weight and conforms to the specifications
shown in the Safe-keeping Statement and in good condition prior to
acknowledging it receipt. Any Bullion which have been collected and receipt
acknowledged is strictly non-returnable and non-exchangeable.
15.6 Difference in details of Bullion. Bullion traded on the Exchange may differ
from the actual Bullion in terms of colour and/or design details and SGPMX
will not be liable or responsible in any way whatsoever to a Member and
neither shall it be a cause for non-collection or return or exchange of the
Bullion resulting from such discrepancies.
15.7 Acknowledge of withdrawals.
15.7.1 The withdrawal of any Bullion under Rule 15.3.1 must be
acknowledged in writing by a representative of SGPMX and the
Member or his duly authorised agent upon the collection of that
Member or his duly authorised agent.
15.7.2 The withdrawal of any Bullion under Rule 15.3.2 must be
acknowledged in writing by the representative of SGPMX upon
collection of the Bullion by the shipping and/or courier agency.
15.8 Refusal of withdrawal. SGPMX and/or the Custodian shall have the absolute
and unfettered discretion to refuse withdrawal of the Bullion from the
Collection Centre if, without limitation:
15.8.1 the identification and/or verification documents produced by the
Member are or cannot not verified to the satisfaction of SGPMX or
the Custodian; or
15.8.2 the Custodian’s Fees is/are in arrears and unpaid; or
15.8.3 SGPMX’s access to the Collection Centre is denied for any reason
whatsoever; or
15.8.4 the withdrawal of the Bullion is prohibited by any Applicable Laws.
15.9 Cancellation of Safe-keeping Statement. Upon a Member’s withdrawal of the
Bullion in accordance with these Rules, the Safe-keeping Statement issued
therefor shall be cancelled forthwith and be of no further effect.
15.10 Storage Fee non-refundable. For the avoidance of any doubt, no part of the
annual Storage Fee shall be refunded by SGPMX even if the Bullion is
withdrawn by a Member during the same calendar year of its deposit.
15.11 Revocation of request for withdrawal. If a Member does not collect his Bullion
on the appointed date (after allowing for a reasonable number of
postponements) after having made a request to withdraw his Bullion pursuant
to Rule 15.1 then that Member shall be deemed to have revoked his request
to withdraw his Bullions and the Withdrawal Fee, if paid, shall not be refunded
by SGPMX.
16 TERMINATION OF MEMBERSHIP AGREEMENT
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14 September 2015
16.1 Treatment of Bullion. Upon the termination of a Membership Agreement for
any reason whatsoever, the Member shall be deemed to have requested for a
withdrawal of his Bullions on the date of termination. Rule 15 shall apply
mutatis mutandis save and except if the Member does not collect his Bullion
within fourteen (14) Business Days from the date of termination, then SGPMX
may at its option, either:
16.1.1 withdraw all of that Member’s Bullion in the Collection Centre and
have the same returned to him at that Member’s risk in accordance
with Rule 19 to his address specified in his Membership Application
or his last known address as may be notified to SGPMX; or
16.1.2 retain and keep the Bullion in the same Collection Centre or such
other place as SGPMX may think fit at that Member’s sole risk, in
which case SGPMX shall be entitled to charge a sum equivalent to
double the Storage Fee payable for the period commencing from
three (3) months the fourteen (14) Business Days from the date of
termination of the Membership Agreement and ending on the date
SGPMX returns the Bullion to that Member or that Member collects
the Bullion, whichever is the earlier. In any event, SGPMX shall not
be responsible for any damage or loss occasioned.
16.2 Storage arrangement with Custodian. SGPMX reserves the right at its sole
and absolute discretion and at any time to terminate the storage
arrangements with the Custodian and discontinue the use of the Collection
Centres without having to give any reason for such discontinuation or
termination Provided That SGPMX shall have given written notice of such
discontinuation or termination to all the Members and has either:
16.2.1 taken adequate measures to appoint another person to replace
the Custodian and ensure that all Safe-keeping Statements held
by all the Members shall be substituted by new Safe-keeping
Statements issued by the person replacing the Custodian; or
16.2.2 made adequate arrangements to return the Bullions to all Members,
in which event Rule 15 shall apply mutatis mutandis.
17 TRANSFER ON DEATH, BANKRUPTCY ETC.
17.1 Deceased Members.
17.1.1 The executors or administrators of a deceased Member (not being
one of several joint Members) shall be the only persons recognised
by SGPMX and the Custodian as having any title to the Bullions
deposited by the deceased Member.
17.1.2 In the case of the death of any joint Member, the survivor(s) will be
the only person recognised by SGPMX and the Custodian as having
any title to or interest in the Bullions deposited by those joint
Members with the Custodian. Where the surviving Member is a
minor, SGPMX and the Custodian shall only recognise the estate of
the deceased first named Member as having any title to or interest in
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such Bullions.
17.2 Transmission on death, bankruptcy or insanity. Any person becoming entitled
to any Bullions in consequence of the death, bankruptcy or insanity of a
Member upon producing such evidence that he sustains the character in
respect of which he proposes to act under this Rule or of his title as SGPMX
and the Custodian think sufficient and in the case of a legal personal
representative of a deceased Member (not being one of several joint
Members) upon making a declaration in the form as may be prescribed by
SGPMX or the Custodian, he shall be registered himself as the holder of such
Bullions.
17.3 Legatees and next of kin entitled to be registered. In the case of the death of
a Member (not being one of several joint Members) his legal personal
representatives may (whether or not they have themselves become
registered as the owners of the deceased Member’s Bullions) at any time
require SGPMX or the Custodian to register the persons who have become
entitled to the said Bullions by virtue of the Will or upon the intestacy of such
deceased Member and SGPMX may upon being furnished with a declaration
by the said legal personal representatives in the form as SGPMX may
prescribe and a request by the person or persons stated in the said
declaration to be so entitled as aforesaid in the form register such last
mentioned person or persons as the owner of the said Bullions.
17.4 Fee for alteration in the Safe-keeping Statement. Upon submission to
SGPMX of any Probate, Letters of Administration, Power of Attorney,
Marriage or Death Certificate, Notice in Lieu of Distringas, Order of Court,
Deed Poll or other document produced in support of any application for the
issuance of a new Safe-keeping Statement in favour of the persons entitled
thereto, SGPMX shall be entitled to charge an administration fee in the
amount as may be prescribed by SGPMX from time to time and upon
payment of such fee SGPMX shall cause the Custodian to issue the new
Safe-keeping Statement.
17.5 Information on deceased’s Bullion. SGPMX may, at its sole and absolute
discretion without liability for any loss or damage, before the obtaining of a
Probate or Letter of Administration, produce or release to any person claiming
to be entitled to administer a Member’s estate, the particulars of the Bullion
deposited in the Collection Centre.
18 CUSTODIANS RULES
In addition to Rules 13 to 15, the deposit, viewing and withdrawal of a Member’s
Bullion shall also be subject to the rules and regulation stipulated by the Custodian
from time to time.
19 SHIPPING AND DELIVERY OF BULLIONS
19.1 Time for delivery. If Bullion is to be shipped and delivered to any Member
under any of these Rules, shipping and delivery of Bullions may take up to
fourteen (14) Business Days from the date the Bullion is delivered to the
shipping and courier companies or agencies or such longer period as may be
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notified by SGPMX. The Member acknowledges that SGPMX uses various
shipping and/or courier agencies for shipment and delivery and that SGPMX
shall not be not responsible for any shipping and/or delivery problems and/or
delay and shall not be held liable for any delay beyond the advertised delivery
time-frames due to any reason or cause whatsoever.
19.2 Taxation. If any Bullion is to be shipped and delivered to a Member under
any of these Rules, he shall be responsible for any shipping fees, goods and
services tax (GST), value added tax (VAT), import duties and/or taxes
(collectively the Taxes”) levied according to the tax laws of the country to
where the Bullion is delivered. SGPMX ships Bullion to a Member free of
such Taxes, does not collect the Taxes and cannot accurately ascertain what
Taxes are payable and the amount of such Taxes.
19.3 Identification documents. A Member shall produce his identification
documents for collection of the Bullion, failing which the shipping and/or
courier agency may refuse collection. A Member acknowledges that despite
SGPMX’s reasonable precautions, the Bullion may be collected by any other
person not authorised by him. In this circumstance, SGPMX shall not be held
liable or responsible for any loss or damages incurred or suffered by such
Member.
PART IV
PAYMENT AND CHARGES
20 METHOD OF PAYMENT
All payments to be made to SGPMX under the Membership Agreement and these
Rules shall be made on-line on the Exchange’s Website either:
20.1 through the payment gateway;
20.2 by Card;
20.3 by Direct Debit (in the case of an Accumulation Plan); or
20.4 by such other payment methods acceptable to SGPMX as provided by the
Exchange.
21 PAYMENT BY CARD
21.1 Payment subject to approval. All payments by Card shall be subject to the
approval of the Card Issuer and SGPMX shall not be liable in any way if the
Card Issuer refuses to accept or honour the Card for any reason.
21.2 Warranties. The Member warrants and represents and undertakes that, at
the time each payment is made by the Card:
21.2.1 the Member is the lawful and authorised holder of the Card or where
the Card belongs to a third party, he is the lawful and authorised
user of the Card;
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21.2.2 the Card is valid and has not expired and shall remain valid and
unexpired throughout the duration of the Direct Debit;
21.2.3 that there are sufficient balance or credit, as the case may be, in the
account of the Card to enable the payment to be made successfully;
and
21.2.4 the Card has not been suspended or terminated.
21.3 Verification. The Member hereby expressly authorises SGPMX to verify with
the Card Issuer or any third party as may be necessary that the information
provided by the Member to SGPMX are true and accurate.
21.4 Changes in particulars of Card. The Member shall promptly notify SGPMX of
any material changes to the particulars of the Card.
21.5 Right to reverse payments. Notwithstanding that a payment has been made
through a Member’s Card (including any payment made under the Direct
Debit), SGPMX reserves the right without prior notice to the Member to
reverse any such payment or debit the sum so paid to that Member’s account
with SGPMX in the event of any one or more of the following circumstances:
21.5.1 the payment is cancelled by the Card Issuer for any reason
whatsoever;
21.5.2 the payment is found to be incomplete, illegal or carried out by
fraudulent means;
21.5.3 the payment is found to be one of “declined authorisation” or a non-
corresponding authorisation code;
21.5.4 the sum paid or part thereof is found to have exceeded the
authorised limit of the Card;
21.5.5 the Card is found to have expired, terminated or is invalid for any
reason whatsoever;
21.5.6 the payment was entered into without the authorisation of the Card
Holder or the Card Holder disputes the payment or denies liability for
whatever reason; or
21.5.7 the use of the Card involves a violation of the Applicable Laws,
notwithstanding that SGPMX may have received notice of the same
at the time when the transaction was carried out.
21.6 Risk. Notwithstanding any of the foregoing provisions, the Member agrees
that the use of the Card and Direct Debit are undertaken at the Member’s sole
risk. The Member hereby assumes all risk arising from the use of the Card or
the Direct Debt or incidental to the use thereof and shall not hold SGPMX
liable for any loss arising therefrom.
22 CHARGES
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14 September 2015
22.1 Custodian’s Charges non-refundable. The Custodian’s Charges and
Transaction Costs paid to SGPMX are not refundable under any
circumstance whatsoever.
22.2 Non-payment of Custodian’s Charges. If the Custodian’s Charges or any part
thereof due is not paid by a Member within fourteen (14) days from the due
date for payment, SGPMX may terminate his Membership Agreement without
prejudice to any other rights of SGPMX under the Membership Agreement,
these Rules and the Applicable Laws.
22.3 Change in Charges. SGPMX, in its sole discretion, may review and change
the Custodian’s Charges and Transaction Costs at any time and from time to
time.
PART V
MISCELLANEOUS
23 DISCLAIMER
SGPMX and the Custodian shall not be liable to any Member by reason of any
representation or any implied warranty, condition or other term or any duty at
common law or under the express terms of the agreement for any direct, indirect,
special or consequential loss or damage (whether for loss of profit or otherwise),
costs, expenses or other claims for compensation whatsoever which arise out of or in
connection with these Rules unless SGPMX and the Custodian or its respective
employees, servants, and agents acted or failed to act in a manner that is grossly
negligent, reckless, or fraudulent.
24 TIME
Time wherever mentioned herein for a Member’s compliance of these Rules shall be
of the essence.
SCHEDULE 2
Terms
&
Conditions concerning prepayment
1. General
1.1 SGPMX agrees to provide End User a service that enables the End User to
make prepayment of bullion product purchases into an account designated by
SGPMX (“Service”).
1.2 Upon receipt of the prepayment by SGPMX, the prepayment will be credited
into the respective account of the End User maintained by SGPMX
(“Account”). For the avoidance of doubt, all prepayments received by
SGPMX shall be pooled and deposited into in a separate bank account
which is independent of SGPMX’s corporate bank account.
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14 September 2015
1.3 All prepayments into the Account can be used solely to purchase and/or
trade bullion products on SGPMX up to the dollar value of the amount of
money standing in your Account. Any attempt to purchase bullion products
of a value that is greater than the amount standing in the Account will be
declined and may result in the Account being suspended.
1.4 The prepayments in the Account shall not attract any interest.
1.5 Except otherwise as provided herein or as required by applicable law, all
prepayments in the Account are not redeemable or refundable.
2. Use Period
2.1 Upon confirmation of purchase, SGPMX shall automatically debit the value
of the purchase from the Account.
2.2 Each prepayment into the Account shall be utilised by the End User to
acquire bullion products from SGPMX within 30 calendar days from the day
of receipt of the respective prepayment by SGPMX (“Use Period”). At the
end of the Use Period, SGPMX shall, as soon as possible and to the extent
practicable, arrange for the return of the relevant prepayment to the End
User less any and all charges and an administrative fee of US$20. SGPMX
may, at its sole discretion, extend the Use Period for a further 30 calendar
days should SGPMX receives request in writing for extension of time from
the End User before the expiry of the Use Period. There will be no further
extension allowed after the extended Use Period and the relevant
prepayment will be returned to the End User less any and all charges and
an administrative fee of US$20.
3. Balance Monies and Voucher
3.1 Any balance prepayment in the Account after the purchase of bullion
products from SGPMX (“Balance Monies”) shall be utilised within 30
calendar days after the debiting of the Account for the purchase (“Time
Period”). SGPMX shall arrange for the return of the Balance Monies less
any and all charges and an administrative fee of US$20 should SGPMX
receives written request from the End User before the expiry of the Time
Period. Upon expiry of the Time Period, the Balance Monies will be
automatically converted into SGPMX stored value vouchers (“SGPMX
Voucher”). An email containing a code for the SGPMX Voucher will be
sent to the End User. The End User may utilise the SGPMX Voucher on
the next purchase of bullion products on the SGPMX website. The SGPMX
Voucher is not exchangeable for cash.
3.2 Each SGPMX Voucher shall have a validity period of 1 year (“Validity
Period”). At the end of the Validity Period, the SGPMX Vouchers shall be
null and void and the End User shall have no claims whatsoever against
SGPMX for the value of the SGPMX Vouchers.
4. Notice of Error
End User shall immediately advise SGPMX in writing of any errors in the
Service and/or Account.
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14 September 2015
5. Exclusion of liability
5.1 SGPMX makes no representations or warranties of any kind with respect to
the Service and/or performance of the Service. SGPMX does not warrant,
guarantee or make any representation regarding the use, the results of the
use, the Service and/or Account in terms of correctness, accuracy, reliability,
currentness, or otherwise. Any risk associated with payment into the Account
rest entirely with the End User.
5.2 SGPMX shall not be liable to the End User for any act or omission in the
performance of its duties, including but not limited to, any error of judgment
in the performance of its obligations and duties hereunder or for any loss
suffered by End User unless such loss arises from a breach of its
obligations under this Agreement, negligence, dishonesty, fraud, bad faith
or wilful misconduct of SGPMX or, as the case may be, any of its
respective directors, officers or employees, agents or representatives.
5.3 Without prejudice to Clause 5.2 above, SGPMX’s total liability to the End
User in any event shall not exceed in aggregate the sum of US$1,000.
6. Account Information Policies
It is a mandatory for the End User to maintain full and updated contact
information with SGPMX at all times. Any Account without full and updated
contact information of the End User will be suspended until such contact
information is provided to the satisfaction of SGPMX.
7. Restricted Activities
7.1 If you use, or attempt to use the Service and/or Account for purposes other than to
purchase and/or sell bullion products on the SGPMX website, your Account will
be terminated and you will be subject to damages and other penalties, including
criminal prosecution where available.
7.2 Information relating to the End User (including but not limited to identity,
background, creditworthiness, source of funds, payments and receipt of
payments) shall not: be false, inaccurate, misleading, fraudulent or be
connected to proceeds of any illegal activities or be used for illegal and/or
fraudulent purposes or violate any law statute, ordinance, contract or
regulation or create liability or losses to SGPMX, its affiliates, employees,
officers, directors and owners. Violation of any of the above will result in the
relevant Account being terminated and all funds in the Account will be forfeited or
delivered to the relevant authorities.
7.3 End User shall not permit or authorize any other person or entity to access and/or
use the Services without prior written consent of SGPMX.
7.4 SGPMX participates fully in all government regulated anti-money laundering
policies. Suspicious transaction will be reported to appropriate government
authorities. End User shall comply with all procedures put in place from time to
time by SGPMX to present, detect and cause the reporting of suspected
transactions. If there is any signs of suspicious activity, SGPMX may at its sole
discretion request for additional due diligence to be performed on the End User. If a
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14 September 2015
reasonable explanation for the suspicious activity is not determined, the
suspicious activity shall be reported to the relevant authorities. End User
consents to SGPMX sharing all relevant information relating to the End User, the
Account and activities of the End User to the relevant authorities.
8. Suspension of Account and Termination of Service
SGPMX reserves the right to suspend the Account and/or terminate this
Agreement with no prior notice to End User upon occurrence of any of the
following:
(a) Reports of unauthorized or unusual use of the Service and/or Account.
(b) The Service and/or Account has been used in or to facilitate fraudulent
activity.
(c) Violations of this Agreement.
(d) False or inaccurate information relating to the End User.
(e) A situation shall have arisen which, in the reasonable opinion of
SGPMX, make it improbable to continue providing the Service to the
End User or to maintain the Account.
9. Assignment/Transfer
9.1 The End User shall not purport to assign, transfer, charge or otherwise deal
with all or any of its rights and/or obligations under the Account and/or this
Agreement and shall not grant, declare, create or dispose of any right or
interest in it, without the prior written consent of SGPMX.
9.2 SGPMX reserves the right to assign its rights and delegate its duties with
respect to the Service and/or the Account without providing notice to, or
receiving the consent of the End User.
10. Force Majeure
SGPMX shall not be responsible for the loss of or damage to the End User
or for any failure to fulfil its duties hereunder to the extent that such loss,
damage or failure shall be caused by or indirectly due to war damage,
enemy action, the act of any government or other competent authority, riot,
civil commotion, rebellion, storm, tempest, accident, fire, lock-out, strike or
other cause whether similar or not beyond the control of SGPMX provided
that SGPMX shall use all reasonable efforts to minimise the effects of the
same.
11. Governing law and jurisdiction
Any and all claims or disputes relating to the Service, Account and/or this
Agreement shall be governed by the laws of Singapore. In this regards, the
End User and SGPMX agrees to submit to the exclusive jurisdiction of the
Singapore courts.
12. Time of essence
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14 September 2015
Any time, date or period mentioned in any provision of this Agreement may
be extended by mutual agreement between the Parties but as regards any
time, date or period originally fixed and not extended or any time, date or
period so extended as aforesaid time shall be of the essence.
13. Miscellaneous
13.1 SGPMX reserves the right to amend, vary and/or modify these Terms and Conditions
from time to time or at any time in SGPMX sole discretion without giving notice to the
End User, and the End User agree to abide by the most recent version of this Terms
and Conditions each time that the End User use the Service and/or Account. The End
User is accordingly advised to consult the Terms and Conditions each time the End
User use the SGPMX website.
13.2 Each provision of this Terms & Conditions is severable and distinct from the others. The
Parties hereto intend that each provision shall be and remain valid and enforceable to
the fullest extent permitted by law. In the event that any provision (for any reason) is or
becomes to any extent whatsoever invalid, illegal or not enforceable at law, it shall to
that extent be deemed not to form part of this Terms & Conditions but, save for the
aforementioned limitation, it will continue to remain in full force and effect. All other
provisions of this Terms & Conditions shall remain in full force and effect save where the
operation of any such clause would negate the commercial intent or purpose of the
Parties hereto.