SECTION 1
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1 DEFINITIONS
1.1 Unless otherwise defined, terms and references defined in this Section shall have the same meaning in this Section and/or any other Section of the General Terms and Conditions.
1.2 Unless the context requires otherwise:
1.2.1 “Access Procedures” means the e-JBS User ID, the e-JBS Password, the Secure PIN Token, the Activation Code and any other password, token, electronic device code or access procedure issued by the Bank or any other person(s) designated by the Bank from time to time in order to enable the Client and/or the persons authorised by the Client to access and/or use e-JBS and the Core Services;
1.2.2 “Account” means any and all accounts (including any Custodian Account, Unallocated Account, trading account and sub-account of any description) opened and maintained in the name or on behalf of the Client by the Bank;
1.2.3 “Account Application” means the Bank’s account application and accompanying documents as signed by the Client and provided to the Bank as the Bank may require from the Client from time to time;
1.2.4 “Activation Code” means the code automatically generated after the Client and/or its Authorised Representative(s) has created the e-JBS Password on the user log-on entry web page;
1.2.5 “Affiliate” means any affiliate, office, branch, subsidiary, associate and/or associated company of Bank Julius Baer & Co. Ltd., and/or any member of the Bank Julius Baer Group;
1.2.6 “Agent” means any service provider and/or agent including any representative, correspondent, correspondent bank, broker, dealer, custodian and sub-custodian, nominee, depository, depository agent, adviser, banker, dealer, attorney, auditor, insurer, provider of credit protection, contractor, manager, clearing house, clearing agent, trade repository and/or any other agent or Affiliate;
1.2.7 “Alternative Currency” has the meaning given to such term in Clause 15.1(d)(i) of this Section;
1.2.8 “Alternative Investments” means investments in funds, entities and/or structures which differ from traditional equity or bond investments on account of their investment style, including investments in non-traditional funds, single manager hedge funds and fund of hedge funds, investments in other collective investment vehicles such as limited liability companies and limited partnerships and investments in private equity funds;
1.2.9 “Applicable Laws” means all statutes and laws of Singapore and any other jurisdictions, legislations, rules, regulations, directives, bye-laws, practice directions, notices, guidelines, circulars, codes, guidance notes and practice notes of any governmental body, regulatory authority or agency, self-regulatory organisation, market, exchange, clearing house, trade repository, electronic trading platform and depository system (whether in Singapore or in any other jurisdiction) having relevance (as determined by the Bank in its absolute discretion) to any Account, Service, Facility, Transaction, the Client Agreement and/or any Facility Document;
1.2.10 “Application” or “Application for Facilities” means the Client’s application or request for Facilities to be extended by the Bank to the Client;
1.2.11 “Assets” means stocks, shares, Securities, cash, funds, monies, currencies, Precious Metals (including Physical Precious Metal), deposits, mutual funds, unit trusts, bonds, notes, certificates of deposit, financial and debt instruments, commodities, financial futures, foreign exchange contracts, options, warrants, swaps and futures contracts of all kinds, investments in Alternative Investments and any other property or assets of the Client, as may be deposited, delivered and/or transferred by the Client to or to the order of the Bank for management, safe-custody or otherwise;
1.2.12 “Authorised Representative” means any person authorised by the Client from time to time to act for and on behalf of the Client in connection with any Account and/or Service, whose name and/or specimen signature (where required) has been provided to the Bank, including any person appointed in the Account Application and any person appointed as
SECTION 1
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attorney by the Client under power of attorney notified to the Bank and in respect of whom the Bank has not received from the Client any written notice of revocation or termination of such person’s appointment, powers or authority and any person (whether named in the Account Application or otherwise notified to the Bank by or on behalf of the Client in such manner as required by the Bank) as being a person who will access e-JBS. Where any person (other than a natural person) is authorised by the Client, “Authorised Representative” shall include natural person(s) authorised by such person(s) to act on its behalf;
1.2.13 “Bank” means Bank Julius Baer & Co. Ltd., Singapore Branch;
1.2.14 “Bank Business Day” means a day (other than a Saturday, Sunday or public holiday) on which the Bank is open for business in the jurisdiction where the relevant Account is opened or the relevant Services are provided;
1.2.15 “Banking Act” means the Banking Act (Chapter 19) of Singapore, as amended, revised, supplemented, renamed, re-enacted and/or replaced from time to time;
1.2.16 “Bank Julius Baer Group” includes Bank Julius Baer & Co. Ltd. and its successors and any persons controlled, directly or indirectly, by Bank Julius Baer & Co. Ltd., any person that controls, directly or indirectly, Bank Julius Baer & Co. Ltd. and any person directly or indirectly under common control with Bank Julius Baer & Co. Ltd.;
1.2.17 “Base Currency” has the meaning given to such term in Clause 15.1(d)(i) of this Section;
1.2.18 “Beneficiary” has the meaning given to such term in Clause 8.2(c) of Section 5 – “Terms and Conditions for Credit Facilities”;
1.2.19 “Business Day” means a day specified as such in the relevant Confirmation or, if no day is specified, a day (other than a Saturday, Sunday or public holiday in Singapore) on which the Bank is open for business and:
(i) in relation to any day on which a payment is required, a day on which commercial banks effect payment of the relevant currency in the place specified in the relevant Confirmation or, if no place is so specified, in the principal financial centre for such currency; and
(ii) in relation to any day on which a delivery is required, a day on which commercial banks are open for business in the place specified in the relevant Confirmation or, if no place is so specified, in the financial markets relevant to the delivery;
1.2.20 “Call Option” means the right but not the obligation (except upon exercise) of the buyer to purchase from the seller at the Exercise Price a specified quantity of the Underlying;
1.2.21 Unless otherwise specified in the relevant Confirmation, an amount payable on “Cash Settlement” shall be computed as follows:
(i) Call Options for Underlyings: The last transacted price (or such other price as may be otherwise agreed by the parties to the Call Options) in respect of the Underlying at the Stock Exchange of Reference at the close of business on the Exercise Day minus the Exercise Price, multiplied by the number of Underlyings for which an Option has been exercised; and
(ii) Put Options on Underlyings: The Exercise Price minus the last transacted price (or such other price as may be otherwise agreed by the parties to the Put Options) in respect of the Underlying at the Stock Exchange of Reference at the close of business on the Exercise Day, multiplied by the number of Underlyings for which an Option has been exercised;
1.2.22 “CDP Scripless Securities” means stocks, shares or other securities within the meaning of “book entry securities” (as defined in Section 130A of the Companies Act) as may be identified in statutory forms of instrument of assignment or instrument of charge as may be prescribed by the Companies Act and its subsidiary legislations as amended, revised, supplemented, renamed, re-enacted and/or replaced from time to time;
1.2.23 “Client” means the person(s) signing the Account Application in whose name(s) the Account is opened and any references to the “Client” shall include the beneficial owner(s) of Assets deposited and/or to be deposited with the Bank as notified to the Bank, the Client’s personal representatives, successors and permitted assigns. Where there is more than
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one person, references to the Client shall, where the context permits, mean all such persons and each or any of them; 1.2.24 “Client’s Investment Model” means any investment model and/or strategy selected by the Client in the Discretionary
Mandate Agreement;
1.2.25 “Client Agreement” means the Account Application, the General Terms and Conditions, any additional terms and conditions notified in writing by the Bank and any other agreement between the Client and the Bank which may in each case, from time to time, be amended, modified, supplemented, revised, varied or replaced by the Bank in its absolute discretion;
1.2.26 “Client Information” means any and all information and data (including ‘personal data’ as defined in the Personal Data Protection Act 2012 and/or ‘customer information’ as defined in the Banking Act) relating to the Client, to any person constituting the Client or authorised by the Client, and to third parties related to the Client, the Client’s account relationship or dealing relationship with the Bank, any and all Accounts, Assets, Services, Facilities and Transactions whether relating to historical or current information and includes:
(i) data, including identity information, date and place of birth, identification numbers (including account, identity card, passport, unique identification number and other registration numbers), domicile, address(es) and other contact details, details of/reason(s) for and background of Transactions, information on Assets, financial and/ or personal background information, source of funds, Account and portfolio information, demographic data, transaction patterns and/or behavior, about the Client, the Client’s and the Asset(s)’ beneficial owner(s) including ultimate beneficial owner(s), the person or entity ultimately responsible for originating Instructions to effect any Transaction (including the ultimate and intermediate originators) and/or the persons or entities that stand to gain the commercial or economic benefit of the Transaction and/or bear its commercial or economic risks, the Client’s officers or equivalents, the Client’s representatives and agents, the Client’s signatories and, the Client’s attorneys (appointed under powers of attorney granted by the Client);
(ii) information or personal data created, disclosed, accessed or generated where the Bank acts, or provides Services, in any manner described in the Client Agreement and/or Facility Documents, including where the Bank employs or utilises any Agent in relation thereto; and
(iii) information or personal data obtained from cookies or other deployed or available technologies in connection with analysis of patterns and usage behaviour relating to e-JBS or other technology platforms of the Bank; 1.2.27 “Client Securities” has the meaning given to such term in Clause 15.2(a) of this Section;
1.2.28 “Closed Out Loss” means an amount which the Bank determines in good faith to be its total overall net loss and cost (or gain, in which case expressed as a negative number) in connection with a terminated Financial Transaction or group of terminated Financial Transactions, including at the Bank’s election any loss of bargain, cost of funding, other Loss and/or Costs incurred as a result of terminating, liquidating or re-establishing any hedge or related trading position (or any gain resulting from any of them);
1.2.29 “Closed Out Transactions” has the meaning given to such term in Clause 11.3 of Section 4 – “Terms and Conditions for Financial Transactions”;
1.2.30 “Collateral” means assets (including Assets) acceptable to the Bank and provided by the Client and/or any Security Party to the Bank as credit support and/or security for any or all of the Client’s obligations to the Bank including the Total Liabilities;
1.2.31 “Collateral Value” means such value of the Collateral or Margin as determined solely and conclusively by the Bank (which may include a value of zero) and as may be revised at any time in the Bank’s absolute discretion;
1.2.32 “Communications” means all correspondences and communications including all notices, demands, confirmations, advices, statements, information, materials (including research materials), documents and recommendations, given in any manner including orally, by facsimile and by e-mail relating to the Client Agreement, the Facility Documents, any Account, Service, Transaction and/or Facility;
1.2.33 “Companies Act” means the Companies Act (Chapter 50) of Singapore, as amended, revised, supplemented, renamed, re-enacted and/or replaced from time to time;
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1.2.34 “Compromised Access Procedure” has the meaning given to such term in Clause 4.3 of Section 6 – “Terms and Conditions for e-JBS”;
1.2.35 “Confirmation” means the written notice from the Bank which contains the specific terms of a Financial Transaction entered into between the Bank and the Client;
1.2.36 “Confirmation Letter” or “Facility Letter” has the meaning given to such term in Clause 2.3 of Section 5 – “Terms and Conditions for Credit Facilities”;
1.2.37 “Connected Company” has the meaning given to such term in Clause 18.1(a) of this Section; 1.2.38 “Connected Transaction” has the meaning given to such term in Clause 18.1 of this Section;
1.2.39 “Content” has the meaning given to such term in Clause 13.1 of Section 6 – “Terms and Conditions of e-JBS”;
1.2.40 “Core Services” means Services (other than e-JBS) accessed through e-JBS from time to time and as may be withdrawn, added to or modified by the Bank from time to time in its absolute discretion;
1.2.41 “Costs” means costs, expenses (including fees and expenses of legal and other professional advisers on a full indemnity basis, exchange expenses and all other out-of-pocket expenses), disbursements, fees, interests, commissions, charges (including late charges and bankers’ charges), Taxes, fines, penalties, duties, foreign exchange loss, cost of funding (including break funding cost), any costs incurred in relation to any Asset, Account, Service, Facility and/or Transaction, and/or any other costs of whatsoever nature and howsoever arising that the Bank in its absolute discretion deems necessary and/or appropriate to incur;
1.2.42 “Countervalue” means, in relation to a Notional Quantity of a Precious Metal, the amount which the Bank determines in its absolute discretion to be the amount in the agreed reference currency which would have been required to be paid to purchase that Notional Quantity (in the case of a purchase) of such Precious Metal from the market or the amount which would have been realisable from the market upon the sale of that Notional Quantity (in the case of a sale) of such Precious Metal, in each case, net of all expenses of sale;
1.2.43 “currency” means money denominated in the lawful currency of any jurisdiction;
1.2.44 “Custodian Account” means an Account opened and maintained to custodise Assets whether in the name or on behalf of the Client by the Bank;
1.2.45 “Deposit Insurance and Policy Owners’ Protection Schemes Act” means the Deposit Insurance and Policy Owners’ Protection Schemes Act (Chapter 77B) of Singapore as amended, revised, supplemented, renamed, re-enacted and/or replaced from time to time;
1.2.46 “Disclosure Requirements” has the meaning given to such term in Clause 18.2(a) of this Section; 1.2.47 “Discretionary Mandate Agreement” has the meaning given to such term in Clause 13.1 of this Section; 1.2.48 “Discretionary Portfolio Service” has the meaning given to such term in Clause 13.1 of this Section; 1.2.49 “Dormant Account” has the meaning given to such term in Clause 8.3 of this Section;
1.2.50 “e-JBS” means the service of making available any one or more channels of electronic access or other channels of self-service access to any of the Core Services, which channels may include websites, computers, telephones, mobile telephones, wireless data networks, electronic mails, mobile devices (including personal digital assistants) in or outside Singapore and/or any other channels and/or means as may be determined by the Bank in its absolute discretion from time to time;
1.2.51 “e-JBS Password” means the password to be created by the Client and/or its Authorised Representative(s) after the e-JBS User ID and Secure PIN have been entered on the e-JBS user log-on entry web page;
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1.2.53 “e-JBS User ID” means the user identity issued by the Bank in order to enable the Client to access and/or use e-JBS and the Core Services;
1.2.54 “Electronic Instruction” means any Instruction, Communication, order or request transmitted through e-JBS and authenticated, whether individually or collectively, with the Access Procedures in accordance with the Bank’s prescribed procedures and requirements;
1.2.55 the “Equivalent Amount” of any thing shall be its value in the agreed reference currency as determined by the Bank in its absolute discretion;
1.2.56 “Event of Default” has the meaning given to such term in Clause 19.1 of this Section and has the same meaning as “Default”;
1.2.57 “Exchange Business Day” means any scheduled trading day on which the Stock Exchange of Reference and (if defined in the Confirmation) Related Exchange are (or but for the occurrence of a Market Disruption Event, would have been) open for trading during its regular trading session, notwithstanding any such Stock Exchange of Reference closing prior to its scheduled weekday closing time;
1.2.58 “Exemption” has the meaning given to such term in Clause 2.4(a) of this Section;
1.2.59 “Exercise Day” means the Business Day on which the exercise of the Option becomes effective;
1.2.60 “Exercise Price” or “Strike Price” means the price per unit of the Underlying specified in the Confirmation at which the Underlying may be purchased or sold upon exercise of the related Option. In the case of debt instruments, any accrued interest shall be added in accordance with the calculation rules applicable for the Underlying, unless otherwise specified in the Confirmation;
1.2.61 “Expiration Day” means the last day on which an Option can be exercised. If the agreed Expiration Day is not a Business Day, the Expiration Day shall be the next following Business Day;
1.2.62 “Extraordinary Event” means, in relation to any Financial Transaction:
(i) any event which the Bank in good faith believes to have a material adverse effect on that Financial Transaction; (ii) any event which may have a diluting or concentrative effect on the theoretical value of the Underlying of a
Financial Transaction;
(iii) where the Underlying of a Financial Transaction comprises shares: (A) any Merger Event or any Tender Offer;
(B) any event where all the shares or all or substantially all the assets of an issuer of the shares are nationalised, expropriated or are otherwise required to be transferred to any governmental agency, authority, entity or instrumentality thereof;
(C) any voluntary or involuntary liquidation, bankruptcy, insolvency, dissolution or winding-up of or any analogous proceeding affecting an issuer of the shares; or
(D) any delisting of the shares;
(iv) any form of restriction or requirement which, in the Bank’s good faith opinion, adversely alters or changes the rights or obligations which the Bank undertook upon the establishment of that Financial Transaction;
(v) where the Bank is unable, after using commercially reasonable efforts to (A) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge the price or other risks of entering into and performing its obligations with respect to the relevant Financial Transaction, or (B) realise, recover or remit the proceeds of any such transaction(s) or asset(s);
(vi) where the Bank would incur a materially increased (as compared with circumstances existing on the date of the relevant Financial Transaction) amount of tax, duty, expense or fee (other than brokerage commissions) to
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(A) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge the price or other risks of entering into and performing its obligations with respect to the relevant Financial Transaction, or (B) realise, recover or remit the proceeds of any such transaction(s) or asset(s), provided that any such materially increased amount that is incurred solely due to the deterioration of the creditworthiness of the Bank shall not be deemed an Extraordinary Event hereunder; or
(vii) any event which the Bank determines, in its absolute discretion, is beyond reasonable control of the Bank; 1.2.63 “Facilities” means Trading Facilities, overdraft facilities, credit facilities, banking facilities, trade finance facilities and/
or any other accommodation in its widest sense (including such facilities as from time to time amended, modified, supplemented, revised, varied or replaced) made available by the Bank to the Client from time to time and reference to “Facility” shall mean any one of them;
1.2.64 “Facility Documents” means any and all Confirmation Letters, Facility Letters, Security Documents, the Client Agreement, the Application for Facilities, other documents which the Bank may from time to time require to be completed, executed and/or delivered in connection with the Facilities and any loan, credit or other agreement or document under or pursuant to which any monies or liabilities whatsoever may, at any time (now or hereafter), be due, owing or payable by the Client to the Bank, whether actually or contingently, solely or jointly and/or severally with another or others or as principal or as surety or otherwise, under or in connection with the Facilities, and any reference to a Facility Document includes that Facility Document as amended, modified, supplemented, revised, varied or replaced from time to time and any document which amends, modifies or supplements, varies or replaces that Facility Document;
1.2.65 “Fiduciary Placement” has the meaning given to such term in Clause 15.1(c)(i) of this Section;
1.2.66 “Fiduciary Placement Service” means the services made available by the Bank to the Client in relation to Fiduciary Placement;
1.2.67 “Financial Advisers Act” or “FAA” means the Financial Advisers Act (Chapter 110) of Singapore, as amended, revised, supplemented, renamed, re-enacted and/or replaced from time to time;
1.2.68 “Financial Transaction” means any: (i) foreign exchange transaction, (ii) over-the-counter derivative transaction (including a swap, option) relating to an Underlying, (iii) forward or futures transaction, (iv) Precious Metal Transaction, (v) traded option Transaction, (vi) combination of one or more of any of the foregoing, and/or (vii) any other transaction as the Bank may from time to time in its absolute discretion determine to be a Financial Transaction;
1.2.69 “Fixed Advance” means a fixed advance made or to be made available under the terms of the Facility Documents by the Bank to the Client in such currency of such amount and for such period as may be agreed to and accepted by the Bank; 1.2.70 “Force Majeure Event” means any event which the Bank determines, in its absolute discretion, is beyond the reasonable
control of the Bank and shall include any act of God, calamity, natural disaster, explosion, industrial action, labour difficulties, power failure, malfunction of, error in, breakdown or failure of transmission or communication of information caused by any computer facilities, electronic, electrical or mechanical machine or system or any interception of such transmission or communication facilities, machines or systems, abnormal operating conditions, war, insurrection, act of terrorism, civil strife, sabotage, any form of exchange control restriction or requirement of whatsoever nature affecting availability, convertibility, credit or transfers of currencies, commodities, Securities, financial instruments or funds, any form of debt or other moratorium on jurisdictions, individuals or entities, or any devaluation, redenomination or demonetisation of the underlying currencies, commodities, Securities or instruments, embargo, moratorium or any other act of government or other authority (including any change in any Applicable Laws or Taxes), postal or other strikes, closure or suspension of trading on any exchange, board of trade, market or clearing house and/or any act, error, neglect or default, actions or omissions, insolvency or failure in business of any Agent selected by the Bank in good faith or those of any of the Agent’s officers or employees, or other acts beyond the Bank’s control;
1.2.71 “General Terms and Conditions” means these terms and conditions, which contains Section 1 – “Terms and Conditions for Accounts”, Section 2 – “Client Information”, Section 3 – “Risk Disclosure Statement”, Section 4 – “Terms and Conditions for Financial Transactions”, Section 5 – “Terms and Conditions for Credit Facilities” and Section 6 – “Terms and Conditions for e-JBS”, as amended, modified, supplemented, revised, varied or replaced by the Bank in its absolute discretion from time to time;
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1.2.72 “Guarantee” means any guarantee, SBLC, any other credit and/or any other instrument whatsoever from time to time issued or entered into by the Bank for or at the request of the Client pursuant to the Facilities under which the Bank incurs a liability (whether actual or contingent) to a third party (including any member of the Bank Julius Baer Group); 1.2.73 “High Net Worth Individual” is as defined in the MAS Guidelines on Exemption for Specialised Units serving High Net
Worth Individuals under Section 100(2) of the Financial Advisers Act (Guideline No. FAA-G07) as amended, revised, supplemented, renamed, re-enacted and/or replaced from time to time and means any of the following:
(i) an individual who has a minimum of SGD1 million of assets, or the equivalent in foreign currencies, in any or all of the following forms:
(A) bank deposits, including structured deposits; (B) capital markets products;
(C) life policies; and
(D) other investment products as may be prescribed by the MAS;
(ii) an individual whose total net personal assets exceed SGD2 million in value or the equivalent in foreign currencies; (iii) an individual whose annual income is not less than SGD300,000 or the equivalent in foreign currencies; or (iv) an individual who is assessed by the applicant (i.e. the Bank) to have the potential to become a person described
in paragraph (i) within a period of two (2) years;
1.2.74 An Option which is “In-the-money” means an Option which has a positive Intrinsic Value;
1.2.75 “including” means including without limitation (and related expressions shall be interpreted accordingly);
1.2.76 “Instruction” means any instruction (including Electronic Instruction) in connection with any Account, Service, Transaction, Facility and/or Asset given or purported to be given in any manner acceptable to the Bank including orally, by facsimile and by e-mail, by the Client and/or Authorised Representative(s);
1.2.77 the “Intrinsic Value” of an Option is the amount by which the value of the Underlying, as determined by the Bank, exceeds (in the case of a Call Option) or falls short of (in the case of a Put Option) the Exercise Price;
1.2.78 “Investment Account” means any Account or sub-account for which the Client effects any Financial Transaction; 1.2.79 “Investment Funds” means shares, units or interest in unit trusts or mutual funds or any other collective investment
scheme;
1.2.80 “IPO” means an initial public offering of any Securities;
1.2.81 “IPO Advance” means an advance made or to be made available under the terms of the Facility Documents by the Bank to the Client in such currency of such amount and for such period as may be agreed to and accepted by the Bank for (and only for) the purpose of financing amounts payable by the Client in connection with an IPO Application;
1.2.82 “IPO Application” means any application made by the Bank or its nominee on the Client’s behalf for subscription for Securities pursuant to an IPO;
1.2.83 “Issuer” means any company, entity or structure which issues Securities;
1.2.84 “Law 24/2009” has the meaning given to such term in Clause 22.3(b) of this Section;
1.2.85 “Listing Manual” means the listing manual of the Singapore Exchange Securities Trading Limited as may be amended, revised, supplemented, renamed, re-enacted and/or replaced from time to time;
1.2.86 “Loss” means losses, damages, loss of opportunity, liabilities, claims, actions, suits, proceedings, judgments, demands, Costs, any loss in relation to any Asset, Account, Service, Facility and/or Transaction, and/or any other loss of whatsoever nature and howsoever arising;
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1.2.87 “Managed Portfolio” has the meaning given to such term in Clause 13.1 in this Section; 1.2.88 “Margin” means Collateral, and both terms may be used interchangeably;
1.2.89 “Margined KODD Transactions” and “Margined KODD Transaction” have the meanings given to such terms in Clause 12 of Section 4 – “Terms and Conditions for Financial Transactions”;
1.2.90 “Market Disruption Event” means the occurrence or existence of any of the following events: (i) a suspension or limitation imposed on trading by the Stock Exchange of Reference;
(ii) any event that disrupts or impairs (as determined by the Bank) the ability of market participants in general to effect transactions in, or obtain market values for, the Underlying and/or futures or options contracts relating to the Underlying on the Stock Exchange of Reference;
(iii) the closure on any Exchange Business Day of the Stock Exchange of Reference prior to its scheduled weekday closing time unless such earlier closing time is announced by such Stock Exchange of Reference at least one hour prior to the earlier of (A) the actual closing time for the regular trading session on such Stock Exchange of Reference on such Exchange Business Day and (B) the submission deadline for orders to be entered into the Stock Exchange of Reference system for execution before the scheduled closing time on such Exchange Business Day; or
(iv) any similar event as described above, as determined by the Bank in its absolute discretion; 1.2.91 “MAS” means the Monetary Authority of Singapore and/or its successors;
1.2.92 “Maturity Exchange Rate” has the meaning given to such term in Clause 15.1(d)(i) of this Section;
1.2.93 “Mechanics of Payment” means any mechanic, method or means as the Client, Security Party and/or any other person(s) uses or would use or implement to effect any payment, delivery or transfer of any monies or assets (including any Assets, Margin and/or Collateral);
1.2.94 “Merger Event” means, in relation to the shares which form the Underlying of a Financial Transaction:
(i) any event which results in a transfer of or an irrevocable commitment to transfer all of such shares outstanding to another entity or person;
(ii) any consolidation, amalgamation, merger or binding share exchange of the issuer of the shares with or into another entity or person;
(iii) any event by any entity or person to purchase or otherwise obtain 100% of the outstanding shares from the issuer of such shares, including any takeover offer, tender offer, exchange offer; or
(iv) any consolidation, amalgamation, merger or binding share exchange of the issuer of such shares or its subsidiaries with or into another entity in which the issuer is the continuing entity and which does not result in a reclassification or change of all such shares outstanding but results in the outstanding shares (other than shares owned or controlled by such other entity) immediately prior to such event collectively representing less than 50% of the outstanding shares immediately following such event;
1.2.95 “NAV” means net asset value;
1.2.96 “Netted Amount” has the meaning given to such term in Clause 3 of Section 4 – “Terms and Conditions for Financial Transactions”;
1.2.97 “new currency” has the meaning given to such term in Clause 9.4 of this Section;
1.2.98 “New Securities” has the meaning given to such term in Clause 5.3 of Section 5 – “Terms and Conditions for Credit Facilities”;
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1.2.100 “Notional Quantity” means, in respect of a Precious Metal Transaction or Option, the quantity designated as such in the relevant Confirmation as the quantity of the relevant Precious Metal by reference to which the amount due to be paid under such Precious Metal Transaction or Option is calculated;
1.2.101 “Offering Document” means any subscription agreement, information or offering memorandum, prospectus, application form, other offering document, or any other relevant document relating to asset(s) to be acquired by the Client, Assets and/or Transaction as determined by the Bank in its absolute discretion, and in each case, as amended, modified, supplemented, revised, varied or replaced from time to time;
1.2.102 “Option” means a Put Option or a Call Option;
1.2.103 “Order” means any offer to enter into a Transaction or any request, application or order (in form and manner acceptable to the Bank) from the Client to the Bank or which the Bank reasonably believes to be the request, application or order of the Client and includes any request or order to revoke, ignore or vary any previous request or order;
1.2.104 “Overdraft Account” means any current Account of the Client with the Bank which the Bank agrees may be overdrawn under the terms of the Facility Documents;
1.2.105 “person” includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) or any two or more of the foregoing;
1.2.106 “Personal Data Protection Act 2012” means the Personal Data Protection Act 2012 (Act 26 of 2012) of Singapore, as amended, revised, supplemented, renamed, re-enacted and/or replaced from time to time;
1.2.107 “Physical Precious Metal” has the meaning given to such term in Clause 15.3(a) of this Section;
1.2.108 “Precious Metal” means gold, silver, platinum, palladium and any other commodity determined by the Bank from time to time to be a Precious Metal;
1.2.109 “Precious Metal Transaction” means an agreement for the sale or purchase of a specified Notional Quantity of a Precious Metal, whether on a spot or forward basis, by the Bank to or, as the case may be, from the Client on such terms as may be specified in the relevant Confirmation and/or such terms as may be agreed between the Bank and the Client, such agreement being made pursuant to and governed by Section 4 – “Terms and Conditions for Financial Transactions”; 1.2.110 “Premium” means the purchase price of an Option to be paid by the buyer to the seller of the Option, unless otherwise
agreed between the buyer and the seller;
1.2.111 “Premium Payment Day” means, in respect of any Option, a date specified in the relevant Confirmation for payment of the Premium;
1.2.112 “Price Disruption Event” means any event which, as determined by the Bank in its absolute discretion, affects the calculation or determination of the settlement amount for any Financial Transaction and shall include the splitting of currency exchange rates into dual or multiple currency exchange rates, unavailability of currency exchange rates, any change in the basis of calculation of the settlement amount and/or any form of price disruption which, as determined by the Bank in its absolute discretion, adversely alters or changes the rights or obligations which the Bank undertook at the time of entering into such Financial Transaction;
1.2.113 “Put Option” means the right but not the obligation (except upon exercise) of the buyer to sell to the seller of the Put Option at the Exercise Price a specified quantity of the Underlying;
1.2.114 “Refunded Amount” has the meaning given to such term in Clause 5.4 of Section 5 – “Terms and Conditions for Credit Facilities”;
1.2.115 “Regulation S” refers to Regulation S under the United States Securities Act of 1933 as amended, revised, supplemented, renamed, re-enacted and/or replaced from time to time;
1.2.116 “Related Exchange” has the meaning given to such term in the Confirmation, or if not stated in the Confirmation, then it shall refer to each exchange or quotation system where trading has a material effect as determined by the Bank in its absolute discretion on the overall market in respect of the relevant Financial Transaction;
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1.2.117 “Related Parties” has the meaning given to such term in Clause 12.24(e)(v) of this Section;
1.2.118 “Relevant Transaction” means the investment in Alternative Investments made by the Bank in its own name on behalf and for the account of the Client;
1.2.119 “Remuneration” means banking charges, custody charges, rebates, retrocessions, discounts, fees (including brokerage fees), profits (including trading profits from back-to-back transaction), commissions (including soft dollar commission), remuneration, compensation (including distribution channel compensation) and/or other benefits and advantages; 1.2.120 “Research Materials” has the meaning given to such term in Clause 12.23 of this Section;
1.2.121 “SBLC” means standby letter of credit;
1.2.122 “Section” means any Section in the General Terms and Conditions, and refers to Section 1 – “Terms and Conditions for Accounts”, Section 2 – “Client Information”, Section 3 – “Risk Disclosure Statement”, Section 4 – “Terms and Conditions for Financial Transactions”, Section 5 – “Terms and Conditions for Credit Facilities” or Section 6 – “Terms and Conditions for e-JBS” of the General Terms and Conditions;
1.2.123 “Secure PIN” has the meaning given to such term in Clause 2.2 of Section 6 – “Terms and Conditions for e-JBS”; 1.2.124 “Secure PIN Token” means the electronic device issued by the Bank in order to enable the Client to access and/or use
e-JBS and the Core Services;
1.2.125 “Securities” means shares, stocks, equities, debentures, debenture stocks, certificates of deposit, treasury bills, bills of exchange, units or interest in unit trusts or mutual funds or any other collective investment scheme, CDP Scripless Securities, financial futures contracts, promissory notes, warrants, options, bonds, all derivatives over the same, structured products, annuities, debt certificates which may be drawn by lot for redemption, mortgage bonds, all other analogous instruments, any other financial instruments, or any other financial instruments within the meaning of “securities” or “capital markets products” as defined in the Securities and Futures Act. “Securities” shall also include other debt and equity instruments deposited with, delivered, transferred or appropriated to, registered in the name or held in the possession or to the order of, or under the control or direction of, the Bank or any nominee, custodian, agent, representative or correspondent of the Bank, all allotments, accretions, offers, rights, benefits, entitlements and advantages whatsoever at any time accruing, offered or arising in respect of Securities, all dividend, interest, distribution, right, option, or derivative in respect of Securities, all stocks, shares, rights, monies or property accruing or offered at any time by way of conversion, redemption, bonus, preference, option, distribution or otherwise in respect of Securities.
1.2.126 “Securities and Futures Act” means the Securities and Futures Act (Chapter 289) of Singapore, as amended, revised, supplemented, renamed, re-enacted and/or replaced from time to time;
1.2.127 “Security Documents” means each and every security document or agreement creating or evidencing a security, charge, pledge, mortgage, assignment, guarantee or other assurance granted in favour of the Bank in connection with the Account(s), Service(s), Facility(ies) or Transaction(s) or otherwise to ensure the performance by the Client of its obligations under any of the Facility Documents or in respect of the Account(s), Service(s), Facility(ies) or Transaction(s) or otherwise and any and every other document from time to time executed to guarantee, secure or otherwise assume the performance of the obligations of the Client under any of the Facility Documents or in connection with the Account(s), Service(s), Facility(ies) or Transaction(s);
1.2.128 “Security Notification” has the meaning given to such term in Clause 4.3 of Section 6 – “Terms and Conditions for e-JBS”;
1.2.129 “Security Party” means (i) the Client, (ii) any person from time to time providing Collateral or Margin, and/or (iii) any person (other than the Bank) who is party to a Security Document;
1.2.130 “Services” means any and all services made, or to be made, available by the Bank to the Client; 1.2.131 “SGD” means the lawful currency of Singapore;
1.2.132 ”Specific Investment” has the meaning given to such term in Clause 13.4(a) of this Section; 1.2.133 “Specific Investment Instruction” means an Instruction given in respect of a Specific Investment;
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1.2.134 “statement” has the meaning given to such term in Clause 7.1 of this Section; 1.2.135 “Stock Exchange of Reference” means:
(i) the principal market or any replacement exchange or quotation system as determined by the Bank in its absolute discretion, the rules of which in respect of trading in the Underlyings or the computation and publication of the index shall apply pursuant to the agreement by the parties in the Confirmation; and/or
(ii) the principal market or any replacement exchange or quotation system as determined by the Bank in its absolute discretion, the rules of which in the case of adjustments (including any dilution, share split, merger, capital restructuring or market disruption) shall apply pursuant to the agreement of the parties in the Confirmation; 1.2.136 “Subscription” means the subscription for IPOs;
1.2.137 “Subscription Balance” means, in relation to an IPO Application, a sum equal to the Subscription Monies less the IPO Advance, which sum shall be paid by the Client to the Bank on such date as may be specified by the Bank;
1.2.138 “Subscription Monies” means the monies payable in connection with an IPO Application, comprising the IPO Advance and the Subscription Balance;
1.2.139 “Surety Instrument” means a guarantee, SBLC or other similar instrument, issued by a bank or other financial institution acceptable to and approved by the Bank, to secure or as the subject of security for the repayment of the Total Liabilities; 1.2.140 “Taxes” means any present or future tax (including any goods and services tax, stamp duty, consumption tax or value-added tax), levy, impost, duty, charge, fee, deduction or withholding of any nature and by whatever name called, by whomsoever, on whomsoever and wherever imposed, levied, collected, withheld or assessed;
1.2.141 “Tender Offer” means a takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person that results in such entity or person purchasing, or otherwise obtaining or having the right to obtain, by conversion or other means, greater than 10% and less than 100% of the outstanding voting shares of the issuer, as determined by the Bank;
1.2.142 “Third Party Institution” has the meaning given to such term in Clause 15.1(c)(i) of this Section;
1.2.143 “Total Liabilities” means all monies, obligations, indebtedness, liabilities, Margin requirements and Costs which now are or at any time hereafter may be or become due from, or owing or incurred by the Client to the Bank, whether on or in respect of any Account, or in connection with any Service, Instruction, Facility, and/or Transaction or otherwise, in whatever currency the same shall be denominated or owing, whether solely or jointly or severally with any other person, whether current or otherwise, whether present, future, actual, contingent, primary, collateral or unmatured and whether as principal debtor, guarantor, surety or otherwise howsoever, including any and all Costs incurred by the Bank and Costs at such rate(s) as the Bank may from time to time charge the Client and all liabilities in connection with paying, accepting, endorsing or discounting any cheques, notes or bills, or under any Guarantee (whether a claim or demand has been made on the Bank under or in connection therewith);
1.2.144 “Trade Marks” has the meaning given to such term in Clause 13.3 of Section 6 - “Terms and Conditions for e-JBS”; 1.2.145 “Trading Facilities” means facilities made available by the Bank to the Client under or in connection with any Financial
Transaction, including any foreign exchange trading facility, currency option trading facility, Precious Metal trading facility, Precious Metal option trading facility and securities option trading facility (including of equity options and over-the-counter equity and bond option trading) and/or such other facilities deemed by the Bank as Trading Facilities made available by the Bank to the Client;
1.2.146 “Transaction” means any transaction of the Client, including any Financial Transaction, Relevant Transaction and Subscription, any transaction involving and including Alternative Investments, equities, foreign exchange, Precious Metals, bonds, commodities, interest rates, Securities, market indices and any combination of these, any spot, forward contracts, swaps, options and other derivatives transactions thereof including any structured products incorporating any or any combination of the preceding, as well as any other investments or transactions;
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1.2.148 “Unallocated Basis” has the meaning given to such term in Clause 15.3(a) of this Section;
1.2.149 “Underlying” means any: (i) currency, (ii) interest rates, (iii) Securities, (iv) Precious Metal, (v) agricultural, energy or other commodity, (vi) indices on any of the foregoing or a group thereof or other benchmark, (vii) combination of one or more of any of the foregoing, and (viii) any other item or thing as the Bank may from time to time in its absolute discretion determine to be an Underlying;
1.2.150 “Value Day” or “Settlement Day” means a date specified in the relevant Confirmation for payment or delivery under a Financial Transaction;
1.2.151 words denoting the singular number shall include the plural and vice versa; and 1.2.152 words denoting any gender shall also include the other gender.
1.3 Headings of clauses and Sections have been inserted for guidance only and shall not be deemed to form any part of the context or be taken into consideration in the interpretation thereof or of the Client Agreement and/or Facility Documents.
1.4 Unless otherwise specifically provided, a person who is not a party to the Client Agreement and/or Facility Documents has no rights under the Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore, as amended, revised, supplemented, renamed, re-enacted and/or replaced from time to time, to enforce or enjoy the benefit of any provision of the Client Agreement and/or Facility Documents. This Clause 1.4 shall not affect any right or remedy of any third party which exists or is available otherwise than by reason of that Act.
1.5 The expression “Bank” in the Client Agreement and/or Facility Documents shall, where the context requires, include its successors and assigns. The provisions hereof shall remain binding on the Client notwithstanding any amalgamation that may be effected by the Bank with any other person and notwithstanding any reconstruction by the Bank involving the transfer of all or any of the Bank’s undertaking and assets to another person and notwithstanding the sale of all or any part of the Bank’s undertaking and assets to another person, with the intent that the undertakings and agreement herein contained shall remain valid and effectual in all respects and the benefit hereof and all rights hereby conferred upon the Bank may be assigned to and enforced by any amalgamated company as aforesaid or the Bank as reconstructed or any person to which the Bank shall have sold all or any of the Bank’s undertaking and assets in like manner as if such amalgamated company or the Bank as reconstructed or such person had been named herein instead of the Bank and the terms of the Client Agreement and/or Facility Documents shall apply to all credit facilities and other accommodation extended to the Client by any amalgamated company as aforesaid or the Bank as reconstructed or any person to which the Bank shall have sold all or any of the Bank’s undertaking and assets in like manner as if such amalgamated company or the Bank as reconstructed or such person were named herein instead of the Bank.
1.6 Where the Client comprises more than one person, the undertakings and obligations of the Client set out herein shall be construed as the joint and several undertakings and obligations of each such person and all references to the Client shall where the context so admits also be construed as a reference to any one or more of the persons constituting the Client.
Where the Client is a partnership, references herein to the “Client” shall include all of the persons from time to time and at any time carrying on business in the name of such partnership jointly and severally and notwithstanding any change in the name of the partnership or any change in the numbers of such partnership by death, retirement or introduction of any partner or any other change in the constitution of such partnership and the liabilities of all such persons shall continue and be binding on the Client notwithstanding any such change.
No person constituting the Client shall be discharged, nor shall such person’s liability be affected, by any discharge, release, time, indulgence, concession, waiver or consent at any time given or effected in relation to any one or more of the other persons constituting the Client.
1.7 Unless otherwise specified, all time deadlines are with reference to Singapore time. The Bank reserves the right to change this reference at any time.
2 MANDATE 2.1 Opening of Account(s)
The Client authorises the Bank, in the Bank’s absolute discretion, to open and/or maintain an Account in the Client’s name and at any time subsequently to open such further Account(s) of whatever nature in the Client’s name as the Client may direct or as
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the Bank may in its absolute discretion deem fit. The Bank has no obligation to open and/or maintain an Account and the Bank may refuse to do so without giving the Client any reason. Unless otherwise agreed expressly by the Bank in writing, the Client Agreement shall apply to each and every Account of whatever nature, now or subsequently opened and/or maintained with the Bank.
2.2 Instructions
The Client authorises the Bank to act on any Instruction given by the Client and/or the Authorised Representative(s). All acts and deeds of the Authorised Representative(s) in the exercise or purported exercise of the powers of the Authorised Representative(s), discretion and authority are at all times deemed ratified and confirmed by the Client. Until receipt by the Bank from the Client of written notice of the revocation or termination of the appointment, powers or authority of any Authorised Representative, the Bank shall be entitled (but is not obliged) to act on the Instructions of such Authorised Representative(s). 2.3 Operation of Account
The Client authorises the Bank to, and the Bank may (but is not obliged):
(a) honour and comply with all cheques, drafts, orders to pay, bills of exchange, promissory notes and all other orders for payment whatsoever expressed to be drawn, signed, accepted, endorsed, made or given by the Client or on behalf of the Client drawn upon or addressed to or made payable at the Bank, whether the Account(s) is/are in credit or in debit or may become overdrawn in consequence or otherwise (but always without prejudice to the Bank’s right to refuse any overdraft or increase of overdraft beyond any limit as may be prescribed by the Bank from time to time);
(b) honour and comply with all Instructions in accordance with the Client Agreement, whether to withdraw monies from any Account, deliver, dispose of or deal with any asset (including Assets), but in each case always without prejudice to the Bank’s right of security therein or set-off against the same; and
(c) grant an overdraft, loan or other Facility or accommodation for the Account(s) and, by way of security, accept as duly signed or executed on behalf of the Client any document creating or evidencing any charge, mortgage, pledge or other security interest whatsoever over or in respect of any asset (including Assets) provided that each such document shall have been signed by or, in the determination of the Bank, appears to have been signed by, the Client and/or the Authorised Representative.
2.4 Acknowledgements
Where the Client or any one of them is an individual:
(a) As the Bank is licensed as a wholesale bank under the Banking Act, it is exempt from licensing under the Securities and Futures Act and the Financial Advisers Act. The Bank has also obtained an exemption (the “Exemption”) for specialised units serving High Net Worth Individuals under Section 100(2) of the Financial Advisers Act and is therefore exempt from compliance with the following:
(i) Sections 25, 27, 28 and 36 of the Financial Advisers Act;
(ii) MAS Notice on Recommendations on Investment Products (Notice No. FAA-N16);
(iii) MAS Notice on Appointment and Use of Introducers by Financial Advisers (Notice No. FAA-N02); (iv) MAS Notice on Information to Clients and Product Information Disclosure (Notice No. FAA-N03); and (v) MAS Notice on Minimum Entry and Examination Requirements for Representatives of Licensed Financial
Advisers and Exempt Financial Advisers (Notice No. FAA-N13).
(b) The Client represents and warrants that the Client is a High Net Worth Individual for the purposes of the Exemption. As the Client is a High Net Worth Individual for the purposes of the Exemption, the Exemption will apply to the Client and the Client’s dealings with the Bank.
(c) As an exempt financial adviser, Sections 25 to 29, 32, 34 and 36 of the Financial Advisers Act relating to specific conduct of business requirements will not apply to the Bank when providing any financial advisory service to an overseas investor (being a person who (i) is not a citizen or permanent resident of Singapore and who is not wholly or partly dependent on
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a citizen or permanent resident of Singapore, or (ii) does not have a commercial or physical presence in Singapore). (d) The Client acknowledges and agrees that the Bank does not provide advice with respect to and is not responsible
for any tax consequences and implications of the investments (including any and all Accounts, Services, Facilities and Transactions) made under the Client Agreement and that the Client is responsible for its own tax obligations and should consult its tax adviser for appropriate advice. The Client further acknowledges the Bank’s and Singapore’s firm stance against tax illicit activities.
2.5 Authorised Representatives with general powers
(a) Where the Client appoints Authorised Representative(s) with general powers to act on the Client’s behalf, such Authorised Representative(s) shall be fully authorised to do all or any of the following acts and deeds:
(i) to open and/or close any and all Account(s), to utilise any and all Service(s) made available to the Client (including the Facilities, whether on a secured or unsecured basis, and the non-discretionary or discretionary investment services), to enter into any and all Transaction(s) and to approve (with or without amendments), sign and, where required, execute under seal, and deliver or cause to be delivered to the Bank, all agreements, notices, declarations, instruments, deeds and any other document required by the Bank from time to time in connection therewith, including the Client Agreement and the Facility Documents, and any amendments, variations or supplements in relation thereto;
(ii) to request for any information regarding the Account(s) confirmations, advices as the Client and/or the Authorised Representative(s) may require and to receive, examine and verify all confirmations, advices, statements of accounts and other documents supplied by the Bank recording or setting out any activity or transaction on the Account(s);
(iii) to draw, sign, accept and endorse bills of exchange and promissory notes (including bills of exchange and promissory notes signed, accepted or made by the Client and/or the Authorised Representative(s) or on the Client’s behalf and/or on behalf of the Authorised Representative(s)) drawn upon or addressed to or made payable with the Bank and to arrange terms with the Bank for the negotiation or discount of any document; (iv) to give, vary and revoke Instructions to the Bank regarding remittances, including telegraphic transfers, and as to
the manner in which any money payable by or to the Client (whether periodically or otherwise) is to be paid or dealt with;
(v) to apply for and accept on the Client’s behalf any and all Facility(ies) and to charge, mortgage, pledge and create any other security interest whatsoever over, and deposit with the Bank, any asset (including Assets) of the Client upon such terms as the Bank may require to secure repayment to the Bank on demand (whether such demand is made orally or otherwise) of all or any of the Total Liabilities to the Bank and to execute for and on the Client’s behalf any document creating or evidencing any charge, mortgage, pledge or other security interest whatsoever over or in respect of any asset (including Assets);
(vi) to withdraw any or all Assets and to give, vary or revoke Instructions to deliver, dispose of or deal with any Assets (including any Instruction in favour of the Client and/or the Authorised Representative(s), or for the Client’s benefit and/or the benefit of the Authorised Representative(s));
(vii) to give, vary and revoke Instructions to the Bank (including any Instruction in favour of the Client and/or the Authorised Representative(s), or for the Client’s benefit and/or the benefit of the Authorised Representative(s)) in connection with any and all investment(s), Account(s), Service(s), Transaction(s), Facility(ies) and/or Asset(s) (including the purchase or sale of or other dealings in time deposits, foreign exchange, Precious Metals, Securities and any derivatives thereof and any other Transaction) and to make any request for the issue of any letter of credit, guarantee, indemnity or counter-indemnity or to give, vary or revoke Instructions in relation to any letter of credit, guarantee, indemnity or counter-indemnity (including any letter of credit, guarantee, indemnity or counter-indemnity in the Client’s favour and/or in favour of the Authorised Representative(s) or in respect of any of the Client’s obligations and/or any obligations of the Authorised Representative(s)); and
(viii) generally to do all such other acts and things and take all such other steps and exercise such discretion, rights and powers as the Client can do or as the Authorised Representative(s) may consider expedient or desirable for the purpose of or in connection with the Account(s), Service(s), Transaction(s), Facility(ies) and/or Asset(s),
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provided always that the Authorised Representative(s) appointed under this clause shall have no power of delegation or substitution or to vary the powers conferred on any of them by this clause.
2.6 Authorised Representatives with limited powers
(a) Unless otherwise agreed in writing with the Bank, where the Client appoints Authorised Representative(s) with limited powers to act on the Client’s behalf, such Authorised Representative(s) shall be fully authorised to do all or any of the following acts and deeds:
(i) to give, vary and revoke Instructions to the Bank regarding any and all investment(s) (including the purchase or sale of or other dealings in time deposits, foreign exchange, Precious Metals, Securities and any derivatives thereof and any other Transaction(s) whether on a margined basis or otherwise), provided always that all proceeds or other payments (whether in cash or in kind) of or arising from such investment(s) (including interest, income or dividend) shall in all cases be credited to the Account(s) and the Authorised Representative(s) shall be authorised to give good and valid receipts and discharges therefor;
(ii) to give, vary and revoke Instructions to the Bank regarding the transfer of any of the Client’s assets (including Assets) to, between or among the Account(s);
(iii) to authorise and/or make payments of all Costs imposed by the Bank or any other person, including any governmental or other competent authority, in respect of the Account(s), Service(s), Facility(ies) and/or Transaction(s);
(iv) to approve (with or without amendments), sign, and where required, execute under seal, and deliver or cause to be delivered to the Bank, all agreements, notices, declarations, instruments, deeds and any other document required by the Bank from time to time in connection with the foregoing, and any amendments, variations or supplements in relation thereto;
(v) to request for any information regarding the Account(s) as the Client and/or the Authorised Representative(s) may require and to receive, examine and verify all confirmations, advices, statements of accounts and other documents supplied by the Bank recording or setting out any activity or transaction on the Account(s); and
(vi) generally to do all such other acts and things and take all such other steps and exercise such discretion, rights and powers as the Client can do or as the Authorised Representative(s) may consider expedient or desirable for the purpose of or in connection with all or any of the above matters,
provided always that the Authorised Representative(s) appointed under this clause shall have no power of delegation or substitution, and no power or authority:
(A) to open and/or close any Account(s);
(B) to vary the powers conferred on any of them by this clause; (C) to apply for any Facilities;
(D) to withdraw any Asset except where such withdrawal is for the purpose of effecting a transfer to another Account or making any payment referred to Clause 2.6(a)(iii) above; and
(E) to charge, mortgage, pledge or create any other security interest whatsoever over any asset (including Assets). 2.7 Authorised Representatives with power to receive information and access Communications
Where the Client appoints Authorised Representative(s) with power to receive information and access Communications on behalf of the Client, such Authorised Representative(s) shall be fully authorised to request for any information regarding the Account(s) as the Client and/or the Authorised Representative(s) may require and to receive, examine and verify all confirmations, advices, statements of accounts and other documents supplied by the Bank recording or setting out any activity or transaction on the Account, provided always that the Authorised Representative(s) appointed under this clause shall have no power of delegation or substitution or to vary the powers conferred on any of them by this clause.
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3 JOINT ACCOUNTS AND PARTNERSHIP
3.1 Where an Account is opened in the joint names of more than one Client (whether in their own respective capacities or in their capacities as trustees for a beneficiary), each Client in whose joint names such Account is opened agrees jointly and severally that:
(a) it shall be jointly and severally (i) entitled to all rights and responsible for all obligations and liabilities incurred on or in respect of such Account and (ii) entitled to and liable for all amounts payable in respect of the Client Agreement and the Account(s) and, without limitation to the generality of the foregoing, each Client shall be jointly and severally entitled to all rights and be liable in respect of all Services, Facilities, Transactions and/or any accommodation which may be granted on such Account, together with any Costs incurred in respect of such Account. Total Liabilities arising from the joint Account may be discharged by set-off against any credit balance standing to any account (including the joint Account) of any of the Client;
(b) all undertakings, representations or warranties provided to the Bank by the Client or agreements made by the Client as required by the Bank from time to time are provided to the Bank jointly and severally;
(c) in the event of death or incapacity of any Client(s) as holder(s) of the joint Account, all monies for the time being standing to the credit of such Account and all Assets shall be held to the order or Instruction of the remaining Client(s), but always without prejudice to any right the Bank may have in respect of such monies or Assets arising out of any lien, charge, pledge, set-off, counterclaim or otherwise or to any step which the Bank may in its absolute discretion deem desirable to take in respect of such Account including freezing the Account and refusing any dealings therewith or refusing to act upon any Instructions, whether in respect of the Account, any of the Services, Facilities, Transactions or otherwise. The Client shall be responsible for providing the Bank with all evidence supporting any notification of death or incapacity of any of the Client(s) as holder(s) of the joint Account as the Bank shall, in its absolute discretion, require. The Bank shall be entitled to rely and act upon such evidence which the Bank considers in good faith and in its absolute discretion to be sufficient evidence of death or incapacity of any of the Client(s) as holder(s) of the joint Account. In the event of the death of one of the Clients, unless the Bank agrees otherwise in writing, only the surviving holder(s) of the joint Account shall enjoy the rights and obligations set out in the Client Agreement, to the exclusion of the heirs and assigns of the deceased Client. The liability of each holder(s) of the joint Account shall not be discharged or affected in any way by the death, incapacity, bankruptcy or liquidation of any other person. The Bank may charge against the Account all Costs paid or incurred by the Bank and/or its Affiliates with respect to the transfer of the balance on the joint Account to the survivor(s), or to any other person legally entitled to such balance;
(d) Where the Client elects for any one or more (but not all) signatures of its joint Account holders to be required for written Instructions and/or any document (as required by the Bank in its absolute discretion), all holder(s) of the joint Account shall be bound by such written Instructions and/or such document notwithstanding that not all holders of the joint Account were notified or informed of such written Instructions to the Bank and/or such document;
(e) Without limitation to any other right that the Bank may have under the General Terms and Conditions, in the event that the Bank receives Instructions from any one Client as holder of the joint Account which appear to it to be ambiguous or conflicting with any other Instructions from any other Client(s) as holder(s) of the same joint Account, the Bank shall be entitled (but not obliged) to:
(i) decline to take any action (even if such decline may result in any Loss to the Client) without being liable in any way, until it receives clear and definitive Instructions from such number of Client(s) as holder(s) of the joint Account as the Bank may require;
(ii) close the Account; and/or
(iii) take such other action as the Bank may in its absolute discretion deem fit. 3.2 If the Client is, and an Account is opened in the name of, a partnership:
(a) any change in the name of the partnership or any change in the members of the partnership by death, retirement or introduction of a partner or partners, or any other change in the constitution of the partnership shall not affect the liabilities of the Client or any partner or partners signing the Account Application, all of which liabilities shall continue and be binding on the Client and all such partners from time to time constituting the partnership which is the Client. The Bank shall be entitled to debit that Account at any time with any sum howsoever due or owed to the Bank by any of the
