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Terms and Conditions
THIS DOCUMENT states the terms of my Account(s) with you and of the Products and Services which you extend
to me under the Account(s).
©2023 Citibank. Citibank is a registered service mark of Citigroup Inc. Citibank Singapore Limited Co. Reg. No. 200309485K Printed on 12/2023.
DEFINITIONS
The words “I”, “me”, “my, “we”, “us” and “our” refer to the person(s) who
opened the Account(s) (defined below) and if more than one person; in
the event of the death of anyone or more of such persons, the survivor
thereof; and in the event of the death of all such persons, the estate and
successors of the last surviving person and shall, where the context so
permits, include my Authorised Signatory(ies) (defined below).
The words “you”, “your, “Citibank”, “Bank” refer to Citibank Singapore
Limited and its successors and any novatee, assignee, transferee or
purchaser of Citibank Singapore Limited’s rights and/or obligations
hereunder and any reference to “Citibank Singapore Limited” includes a
reference to such successor, novatee, assignee, transferee or purchaser.
Where the Account(s) is/are opened by more than one person or by a firm
or a corporate entity, “I”, “me” and “my” shall read as “we”, “us” and “our.
“871(m) Tax” means any Tax imposed on payments or income treated as
dividends from sources within the United States under the 871(m) Rules.
“871(m) Transaction” means any transaction (or series of transactions)
that I have entered into (either directly or via a discretionary investment
mandate managed by you) or have been deemed to enter into (whether
for myself or on behalf of any other person) on or after 1 January 2017
that could be or will be subject to the 871(m) Rules, as determined by
you, acting reasonably and in good faith. For this purpose, if I enter into
a transaction and its material terms are later amended, I may be deemed
to have entered into a new transaction as of that later amendment.
“871(m) Rules” means Section 871(m) of the United States Internal
Revenue Code of 1986, as amended, the U.S. tax regulations thereunder
and any successor provisions.
Account(s)” means one or more accounts (including but not limited to
base accounts and sub-accounts relating to deposits and investment
products) which I open and maintain with you (or which you open on my
behalf) from time to time (being of any type or category, and whether
opened in single or joint name(s) or in trust).
Account(s) Opening Application” means the Account(s) opening
application form (including any addendum) prescribed by you from
time to time to be completed and signed by me for the opening of the
Account(s).
Account Statement” in relation to any Account, means the statement
of account issued by you in respect of the Account.
Agreement” includes any agreement entered into by me with you in
respect of my investment in any products (including derivative products).
Alternative Financial Instrument” means a Financial Instrument
agreed between the Bank and me that may be repaid by the Bank as
the alternative to the Base Financial Instrument.
Applicable RMB Terms and Conditions” refers to these Terms and
Conditions and all applicable terms and conditions imposed by Citibank
on Offshore RMB Products and Services.
Applicable RMB Provisions” refers to any applicable agreement for
clearing and settlement of Offshore RMB entered into between Citibank
or other Citigroup Organization and any clearing bank or agent and any
applicable laws, rules, regulations, policies, circulars and guidelines
issued or imposed by any regulatory authority, government agency,
clearing or settlement bank or agent, custodian or professional body
governing Offshore RMB related activities and services, each as may
be amended, supplemented, replaced or updated from time to time.
ATM” means an automated teller machine or card-operated machine,
whether belonging to you or other participating banks or financial
institutions, MasterCard Network or their affiliated networks, in respect
of which you have a subsisting arrangement to allow me to use my
Citibank ATM/Debit Card at such machine.
ATM Limit” means the maximum limit permitted by you, in respect
of which the total of Cash Withdrawals made or obtained on any
calendar day must not exceed, or such other amount as you may at your
reasonable discretion from time to time prescribe for the purpose. You
reserve the right to impose separate ATM limits for (i) Citibank ATMs in
Singapore and (ii) for ATMs on the ATM5 network and (iii) ATMs located
overseas.
ATM-PIN” means the ATM Personal Identification Number of my
Citibank ATM/Debit Card or Credit Card, which you may in your absolute
discretion allocate to me upon my request to utilise the ATM function
of the Citibank ATM/Debit Card or Credit Card, or such other number
as you may from time to time authorise.
Authorised Signatory” refers to any person(s) authorised by me to
operate the Account(s) for and on my behalf pursuant to the power of
attorney granted under the Account(s) Opening Application, the Letter
of Authority (if applicable) and the Board Resolutions (if applicable) duly
signed by me and received by you or otherwise authorized by me in a
manner approved by you to operate the Account(s).
Authority” means any competent regulatory, prosecuting, tax or
governmental authority in any jurisdiction, domestic or foreign.
Available Balance” means, in relation to any Account, the aggregate of:
(i) the balance in such Account in my favour of immediately
available and freely transferable funds; and
(ii) where you have granted me an overdraft facility or line of credit in
respect of such Account, the limit of such overdraft facility or line
of credit notified by you to me less the total amount payable by
me to you with respect to such overdraft facility or line of credit.
“Base Financial Instrument” means the Financial Instrument in which
the Premium Account is placed or denominated as specified in the
confirmation relating thereto.
“Board Resolutions” means the board resolutions to be signed by us
(where we are a company) pursuant to the opening of our Account(s)
with you.
“Business Day” refers to any day on which banks are open for business
in Singapore other than Saturday, Sunday and gazetted public holidays
in Singapore and, for the purposes of my investment in any products,
refers to, in relation to a payment for any transaction, a day (other than
a Saturday or Sunday) on which commercial banks, securities
and futures markets, and foreign exchange markets are open for
business in the place(s).
(i) which may be specified in the Confirmation, and/or
(ii) where the accounts for me and you for payment for that
transaction in accordance with the relevant Agreement is
located.
Citibank Singapore Ltd
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“Cash Withdrawal” means a disbursement of funds in any currency from
any Account out of the balance in my favour (whether or not in the form
of cash) made or obtained through or in connection with any Citibank
ATM/Debit Card.
“Charge Documents” means the memorandum of charge (or any other
document creating a charge or security interest) in such form as you may
require granted by me or any Third Party in your favor.
“Charged Property” means the deposits, securities and other assets
that are mortgaged, assigned and/or charged as specified in the Charge
Documents.
“CIN” means the Customer Identification Number as printed on my
Citibank ATM/Debit Card or Credit Card, or such other number as you
may from time to time authorise.
“Citibank” means Citibank Singapore Limited.
“Citibank ATM/Debit Card” means the card which you issue to me
that enables me to be identified by my CIN (defined above) and, where
I request for the ATM service, which will also enable me to execute
certain transactions at ATMs of Citibank Singapore Limited and certain
other participating financial institutions in Singapore and (if you at your
discretion allow international access in using the Citibank ATM/Debit
Card) Citibank, N.A. branches and its subsidiaries worldwide and which
will enable me to execute Citibank ATM/Debit Card Transactions, and
includes any card issued in renewal or replacement of such card.
“Citibank ATM/Debit Card Transaction” means any transaction carried
out using my Citibank ATM/Debit Card, the CIN Number and/or the
ATM-PIN, whether with or without my knowledge or authority (including
payment for any goods, services and/or benefits).
“Citigroup, Inc” means Citigroup, Inc, a corporation incorporated in the
United States of America.
“Citigroup Organisation” means any affiliate or subsidiary of Citigroup,
Inc.
“Close-Out Date” means a date on which you close-out and liquidate
outstanding Contracts or such date on which a close-out and liquidation
occurs automatically, in accordance with the terms of the relevant
Agreement.
“Collateral” refers to deposits and any and all of the investments
(including but not limited to any right, title and interest in all shares,
stocks, bonds, debentures, negotiable instruments, certificates of
deposit, unrated paper, commercial paper, loan stock, warrants, book
entry government securities, interests in unit trusts or mutual funds,
options or derivatives on securities, currencies, commodities, interest
rates or any index, indicator or benchmark, structured investments,
structured notes, securities or derivatives indexed to precious metals
and any other objects of value or other securities of any kind whatsoever,
whether represented by scrip or scripless, and whether marketable
or otherwise) from time to time standing to the credit of any of my
Account(s) or accounts of any third party or placed by any third party
with you as security for my Outstanding Indebtedness, together with
all my rights and interests and those of such third party, under each
authority, arrangement or contract for the sale, purchase, custody or
management of the investment, or in any transaction in connection
with any of my Account(s) or accounts of such third party, any and all
of my monies, securities and other property, and the proceeds thereof
and income and interest thereon, now or hereafter held or received by
or in transit to you or your nominee, whether for safekeeping, pledge,
transmission, collection or otherwise (including but not limited to
all rights relating to such investments which are deposited with, or
registered in the name of, any depositary, custodian, nominee, clearing
house or system, investment manager, chargee or other similar person or
their nominee, in each case whether or not on a fungible basis (including
rights against any such person)).
“Collected Amount” means an amount for or on account of, or which
represents, withholding, income tax, value added tax, tax on the sale
or disposition of any property, duties, or any other lawfully collected
amount.
“Confirmation” refers to any or all of the advice or confirmation which
will be issued by you as a record of the terms of the Account(s) or any
other Contract.
“Contract” means any contract concluded by me with or through you in
respect of the Account(s) or any other investment transaction (including
any derivative transaction and any transaction involving Securities)
pursuant to the terms of any relevant Agreement.
“Covenanted Amount” means, as of maturity date, the principal amount
or the outstanding principal balance of the Market Linked Account (such
amount being greater than the principal amount).
“Credit” refers to any commercial letter of credit which you agree to open
at my request subject to the section under these Terms and Conditions
entitled “Commercial Credit”.
“Credit Card” means a Citibank MasterCard issued by you as renewed
and/or replaced, and if more than one card or if a supplementary card
is issued, includes such other card(s).
“Credit Facility(ies)” means such credit or other facilities (other than
Credit) which you may in your discretion agree to make available to me
(whether solely or jointly with other overdraft, loan, leverage party(ies))
or to third party(ies) from time to time, whether under or pursuant to
these Terms and Conditions or governed by any other agreement, or
terms applicable thereto.
“Daily Transaction Amount” on any day means the total of all the
Citibank ATM/Debit Card Transactions effected without use of ATM-PIN
with respect to the Designated Account on that day.
“Daily Spending Limit” means the maximum limit permitted by you, and
communicated to me by you from time to time, in respect of which the
Daily Transaction Amount must not exceed at any time, or such other
amount as you may at your reasonable discretion from time to time
prescribe for the purpose.
“Designated Account” means the Account designated by me (and which
designation you have approved) for the time being for the purpose of
carrying out Citibank ATM/Debit Card Transactions.
“Equipment” means any electronic, wireless, communication,
transmission or telecommunication equipment, device or medium,
including without limitation, the Internet, any computer or mobile
phone, equipment, device, terminal or system or otherwise.
“Facilities” means such credit or other facilities which you may in your
discretion agree at my request to make available to me (whether solely
or jointly with one or more parties) or to third parties from time to time
including but not limited to call or term advances, overdrafts and those
facilities set out in your online portal
and any
increase in any such facilities.
“Financial Instrument” includes currencies, forwards (including
foreign exchange forwards), equities, bonds, interest rates, indices,
commodities (such as gold) and any other financial or money market
instrument which you may determine from time to time.
“Fund(s)” shall have the meaning ascribed to it by the section in these
Terms and Conditions entitled “Investment Funds”.
“Globe Deposit” means a time deposit offered in a currency as you may
in your discretion determine from time to time, and earns a fixed rate of
interest for the duration of the deposit.
“Held Balance” at any time means the total amount estimated by you
to be the amount of any and all Citibank ATM/Debit Card Transactions
effected or proposed to be effected on my Citibank ATM/Debit Card, but
which has not been debited from or credited to the Designated Account
(as the case may be).
“Indemnified 871(m) Taxes” means Taxes that are or should have been
paid, withheld or deducted by me in respect of payments to or income
of yours in connection with an Ineligible Transaction, including any Tax
on the sale or disposition of the Ineligible Transaction.
“Ineligible Transactions” means 871(m) Transactions that I am not
permitted to enter into or hold through one or more of my Accounts
with you.
“Law or Regulation” means the law or regulation of any jurisdiction,
domestic or foreign, or any agreement entered into with or between
Authorities.
“Letter of Authority” means the letter of authority executed by me
whereby I authorize one or more persons to operate and give instructions
in respect of the Account(s) for and on my behalf.
“Liabilities” or “Liability” means, except where otherwise provided,
liabilities or a liability (whether actual or contingent, primary or collateral
and/or several or joint).
“Malware” means computer viruses, bugs or other malicious, destructive
or corrupting software, code, agent, program or macros, and/or phishing
or social engineering schemes which utilise computer software or
telecommunications to obtain my personal data and/ or your passwords
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for malicious or fraudulent purposes, including, without limitation,
through SQL injections, cross site scripting, worms, Trojan horses,
adware or spyware.
“Market Linked Account” has the meaning ascribed to it in paragraph
9.2 (“Market Linked Account) under “Products” herein.
“MasterCard” means MasterCard International Incorporated.
“Monthly Spending Limit” means the maximum limit permitted by you,
and communicated to me by you from time to time, in respect of which
the Monthly Transaction Amount must not exceed at any time, or such
other amount as you may at your absolute discretion from time to time
prescribe for the purpose.
“Monthly Transaction Amount” on any day means the total of all the
Citibank ATM/Debit Card Transactions effected with respect to the
Designated Account since the first day of the calendar month of that day.
“Non-Resident Indian(s)” means any person of Indian origin, excluding
Pakistani and Bangladeshi citizens,
(i) who was a citizen of India or either of his parents were a citizen
of India or any of his grandparents were a citizen of India; or
(ii) a person who at any time held an Indian passport; or
(iii) a citizen of India who stays abroad for employment or for
carrying on any business or vocation or for any other purpose
in circumstances indicating an indefinite period of stay outside
India; or
(iv) a spouse of a person satisfying any of (i) through (iii) provided
that the Account(s) is/are opened jointly with such person.
“Obligations” is as defined in paragraph 18.1 (“Security for Repayment)
under “Terms Applicable Generally” herein.
“Offshore RMB” refers to Renminbi that is traded in the offshore market
outside of Mainland China.
“Offshore RMB Products” refers to products which Citibank may from
time to time offer that involves or are denominated in Offshore RMB,
including but not limited to any derivatives, deposits, structured deposits,
structured notes, premium account/dual currency instruments, mutual
funds and bonds.
“Offshore RMB Services” refers to services which Citibank may from time
to time offer that are denominated in Offshore RMB or involve Offshore
RMB Products, including any transfers and withdrawals.
“Offshore RMB Products and Services” refer to Offshore RMB Products
and Offshore RMB Services as defined herein.
“OSD” means the Online Security Device which you will provide to me
(subject to conditions) to enable me to receive my OTP.
“OTP” means the one time use Personal Identification Number which
you will notify me of via the OSD to enable me to effect banking
transactions through Citibank Online®.
“Outstanding Indebtedness” means (a) all sums (whether principal,
interest, fee (including fees on a full indemnity basis), charges,
reasonable expenses, commission or otherwise) which are or at any
time may be or become due from or owing by me to you, or which I have
covenanted to pay or discharge, whether actually or contingently, under
or in connection with these Terms and Conditions, any Credit Facility(ies),
any Contract (including losses arising out of and/or in respect thereof),
any Charge Document or any other agreement, document or instrument
or arrangement between you and me or applicable to or binding on me,
(b) the Obligations and (c) all other Liabilities and moneys (whether
principal, interest, fee, commission or otherwise) which now are or at
any time hereafter may become due from or owing by, or be incurred
by, me to you, in whatever currency the same shall be denominated or
owing, whether alone or jointly or jointly with any other person and on
any account whatsoever, whether current or otherwise, and whether
present, future, actual or contingent, primary or collateral, secured
or unsecured, and whether as principal debtor, guarantor, surety or
otherwise howsoever, including (without limitation) interest and all
Liabilities in connection with Contracts and other foreign exchange
transactions, paying, accepting, endorsing or discounting any checks,
notes or bills, or under bonds, guarantees, indemnities, documentary or
other credits or any instruments whatsoever from time to time entered
into by or with you, for or at my request.
“Overdrawn Balance” in relation to any Account means the balance in
the Account in your favour, or where you have granted me an overdraft
facility or line of credit in respect of the Account, the balance in the
Account in your favour less the limit which you have notified to me of
such overdraft facility or line of credit.
“Payment Fund” means the monies kept in a separate suspense
account opened and maintained by you which have been paid by me
to you for such purposes as you deem fit and which you may deal with
in accordance with these Terms and Conditions, including without
limitation monies payable in respect of any Credit which you agree to
open at my request.
“Payment Infrastructure Provider” means a third party that forms part of
the global payment system infrastructure, including without limitation
communications, clearing or payment systems, intermediary banks and
correspondent banks.
“Point of Sale” means a point of sale at which the Citibank ATM/Debit
Card is used.
“Premium Account” is as defined in paragraph 9.1 (“Premium Accounts”)
under “Products” herein.
“Products” means those products listed under the general section in these
Terms and Conditions entitled “PRODUCTS” and such other products
which you may in your discretion agree to make available to me from time
to time, and the term “Product” shall be construed accordingly.
“Reference Currency” means, in relation to any calculation of the
Closing Gain and the Closing Loss upon any close-out and liquidation
of outstanding Contracts pursuant to paragraph 6 (“Close-out and
Liquidation) under “Miscellaneous” herein, the currency which shall be
chosen by you and to which such Closing Gain and Closing Loss shall
be converted.
“Renminbi” or “RMB” refers to Renminbi, the lawful currency of the
Peoples Republic of China/Mainland China.
“Representatives” means your officers, directors, employees, agents,
representatives, professional advisers and Third Party Service Providers.
“Securities” means such unit trusts, collective investment schemes,
bonds, notes, preferred stock, structured products, equities and
other securities and products as are made available by you to me
for investment (whether by way of transactions for purchase, sale,
subscription, redemption, conversion, transfer, switching or otherwise
and whether issued by you or by third parties).
“Services” means those services listed under the general section in these
terms and conditions entitled “SERVICES” and such other services
which you may in your discretion agree to make available to me from
time to time, and the term “Service” shall be construed accordingly.
“Settlement Date” or “Value Date” refers to, in relation to any Contract,
the day specified in the Confirmation for payment of any amount
under the Contract or if such date is not a Business Day, it shall be the
immediately succeeding Business Day.
“Special Circumstance” is as defined in paragraph 19 (“Default in
Repayment) under “Terms Applicable Generally” herein.
“Structured Note” means a note or certificate with an embedded option
and linked to an underlying asset (including but not limited to stocks,
bonds, market indices, credits, interest rates and commodities).
Tax” means any present or future tax, levy, impost, duty, charge,
assessment or fee of any nature (including interest, penalties and
additions thereto) that is imposed by any government or other taxing
authority in respect of any payment or income other than a stamp,
registration, documentation or similar tax.
Tax Amounts” means 871(m) Taxes that may be paid, withheld or
deducted by you.
T-PIN” shall have the meaning ascribed to it by the section in these
Terms and Conditions entitled “Telephone Banking Service”.
Terms and Conditions” means these Terms and Conditions as
amended, supplemented and/or replaced by you from time to time,
which Terms and Conditions shall be and deemed to be an integral part
of the terms under which any of my Account(s) is/are or will be opened
or established and shall be operated.
Third Party” means such person other than me who is acceptable to
you and who has executed any Charge Documents or any guarantee
in your favour in respect of my Outstanding Indebtedness under the
Credit Facilities, Credit and my other obligations and Liabilities to you.
Third Party Service Provider” means a third party selected by you or
any Citigroup Organisation or Representative to provide services and
who is not a Payment Infrastructure Provider. Examples of Third Party
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Service Providers include technology service providers, business process
outsourcing service providers and call centre service providers.
Time Deposit/Globe Deposit” means a time deposit offered in a
currency as you may in your discretion determine from time to time, and
earns a fixed rate of interest for the duration of the deposit.
“United States Person” or “U.S. Person” means any of the following:
(i) a United States citizen;
(ii) a United States resident; meaning:
a. a green card holder, or
b. an individual physically present in the United States for 31
days in the current calendar year and 183 days during the 3
year period that that includes the current year and the two
years immediately before that, counting:
i. all the days present in the US in the current year,
ii. 1/3 of the days present in the US in the first year before
the current year, and
iii. 1/6 of the days present in the US in the second year
before the current year; or
c. an individual designated a resident for U.S. tax purposes;
or
d. an individual with a U.S. mailing address or U.S. telephone
number.
(iii) a corporation partnership or entity organised or existing under
the laws of any state territory or possession of the United States;
(iv) an estate or trust of which any executor, administrator or trustee
is a United States Person;
(v) an agency or branch of a foreign entity located in the United
States;
(vi) a discretionary or non-discretionary account held by a fiduciary
for the benefit or account of a United States Person;
(vii) a non-U.S. partnership, corporation or entity owned or controlled
by a United States Person (ownership of 10% or more by a US
Person); or
(viii) a partnership, corporation or entity with a U.S. mailing address
or U.S telephone number.
“US dollars” refers to the lawful currency of the United States of America.
Any reference to a “time” of the day is to Singapore time unless otherwise
stated.
Words importing “persons” shall include firms and corporate entities.
TERMS APPLICABLE GENERALLY
1. Application Acceptance and Customer Instructions
1.1 You may accept or reject in whole or in part my application
to open any Account at your discretion. Your rejection or
cancellation of my application may be communicated to me by
any means, whether oral or otherwise, or through the omission
by you to issue a Confirmation. In either case, notification of
acceptance or rejection shall be served on me at such time
determined by you in accordance with your usual practice.
1.2 I shall send all my instructions to my relationship manager
or such other person authorised by you to receive such
instructions. You are entitled to accept instructions in respect
of any transaction concerning my Account(s) or any Contract,
Credit Facility or transaction involving Securities (including
those for their purchase, sale, redemption or conversion from
me or from any Authorised Signatory either in person or by
telephone (which need not have call-back procedure) or by
mail or by ordinary telex and/or facsimile transmission (if I have
requested for the Facsimile Banking service) or by the Internet
or ATM or by electronic mail or by any other electronic mode of
communication whatsoever and:
(a) you may rely on such instructions given by me or any
Authorised Signatory, or any person purporting to be me
or to be an Authorised Signatory which are referable to
me or any Authorised Signatory in accordance with your
prescribed verification procedure prevailing at that time;
(b) where I have authorised more than one Authorised Signatory
to operate my Account(s), you shall be entitled to act on
the instructions of any one or more of such Authorised
Signatories in accordance with the signing authority as
if they were my instructions unless you receive from me
instructions to the contrary;
(c) you may require that instructions be confirmed in such
manner as you may specify from time to time and you may in
your reasonable discretion and without notice refuse to act
on any such instructions until you receive such confirmation
satisfactory to you;
(d) you may require me to give written instructions (and any
other documentary evidence of authority) in the case where
the proceeds of any transactions (including placements) or
any funds in the Account(s) are to be credited or remitted
to any Citibank account not in my name or to another bank
account;
(e) in the case of telephone instructions you may ask questions
about me and about the particulars of my Account(s) to try
and verify my identity;
(f) I consent to you recording my telephone conversations with
you to provide evidence of instructions and other verbal
communications and for quality and training purposes;
(g) in the case of instructions given by facsimile for transactions
involving third party beneficiaries, you shall only be obliged
to act on such instructions;
(i) which involve such third party beneficiary(ies) as listed
in the Account Opening Application signed by me, or as
otherwise directed by me in writing from time to time;
and
(ii) which do not exceed the maximum limit as prescribed
in the Account Opening Application, or as otherwise
directed by me in writing from time to time; and
(h) you may refuse to act on any instructions given by me
(including those in respect of withdrawals, payments and
transfers) if you reasonably suspect fraudulent or other
criminal activity or you reasonably believe that by carrying
out the instruction you, any Citigroup Organisation or Third
Party Service Provider may violate a Law or Regulation or
another code or duty that applies to you or them.
1.3 If there is any irregular signature, ambiguity or conflict in my
instructions, you may, without me having any recourse against
you, choose not to act upon them unless and until the ambiguity
or conflict has been resolved to your satisfaction.
1.4 You can effect my instructions only during banking hours on
Business Days. In order to comply with my instructions you may
use the services of a correspondent bank at your sole discretion.
1.5 I may from time to time issue instructions to you to effect
transactions relating to Securities for the Account(s) provided
that I have submitted the necessary documentation, cleared
funds in the case of purchase of Securities, and also that my
instructions are in accordance with these Terms and Conditions
and with any applicable laws and any conditions of the issuers
of the Securities.
1.6 I also acknowledge that the security and control procedures
provided by you are designed to verify the source of
communication and not to detect errors in transmission and
content including discrepancies between names and account
numbers and that you, or any intermediary, may execute an
instruction by reference to account number only, even if the
name on the account is also provided. Nothing contained
herein shall require you to violate any applicable laws, rules or
regulations on the transfer of funds or data transmission.
1.7 I also agree that as long as you act in accordance with the
instructions pertaining to facsimile, mail, courier, telephone
and/or Equipment (as and where relevant), you shall have
no further duty to verify the content of any instruction or
communication or the identity of the sender or confirmer thereof,
if any, and I expressly agree to be bound by any instruction and
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communications, whether or not authorized, sent in its name
and accepted by you.
1.8 You are authorised to treat as valid, accurate, authentic and
binding on me and to act on any instructions (whether oral or
written) purportedly given by me or any Authorised Signatory
which are referable to me in accordance with your prescribed
verification procedure at that time, except where you have
actual knowledge that the instructions are not given by me or
my Authorised Signatory, and you will have no obligation to
further investigate the authenticity or authority of person(s)
providing the instructions, and regardless of the circumstances
prevailing at the time of such instructions or the nature of the
transaction and notwithstanding any error, misunderstanding,
inaccuracy or incompleteness or lack of clarity in the terms of
such instructions, including but not limited to instructions given
or purported to be given by me to you pursuant to:-
(a) my use of the Telephone Banking service;
(b) my use of the Facsimile Banking service;
(c) my use of Internet Banking service (“Citibank Online”);
(d) my use of secure e-mail service through “Citibank Online”;
and
(e) more generally my use of Equipment to convey instructions
in a manner permitted by you, which will be given the same
effect as written and signed documentary communications
between myself and you in hard copy. I agree not to
dispute the validity, accuracy or authenticity of any
evidence of any instructions and communication effected
through Equipment, including such evidence in the form
of your computer records, transaction logs, magnetic
tapes, cartridges, computer printouts, copies of any
communication, or any other form of electronic information
storage. I further agree that the foregoing shall be binding
and conclusive evidence of such instructions effected by
the use of Equipment and communications received or
dispatched by you.
I ratify and confirm all the acts and deeds of my Authorised
Signatory in the exercise or purported exercise of my Authorised
Signatorys powers, discretion and authority. I accept and
undertake full responsibility with regard to the appointment,
supervision, and retention of my Authorised Signatory. In the
event of any dispute over any of the instructions made by the
Authorised Signatory or over the Authorised Signatorys powers,
discretion, or authority with regard to any Instruction (including,
where such Instruction constitutes the fraud, wilful misconduct,
recklessness or gross negligence of an Authorised Signatory),
I undertake and confirm that I shall take all legal actions
(including, without limitation any claim or petition) and pursue
and exhaust all legal rights, processes and remedies that are
available to me against such Authorised Signatory or any other
relevant person, before I proceed to take any form of legal actions
against you. I shall be fully responsible for mitigating any losses
that may have been caused by any unauthorised Instructions.
In the event that I have not taken all legal actions and have not
pursued or exhausted all legal rights, processes and remedies
that are available to me against the Authorised Signatory or
any other relevant person, I acknowledge that any form of legal
actions against you may be an abuse of process and may be liable
to be struck out. In such event, I agree to withdraw any form
of legal actions against you forthwith and indemnify, defend,
and hold you harmless against any actions, claims, damages,
losses, costs and expenses, taxes, any interest, penalty or
other demands or liabilities that you may incur or sustain in
connection with an unauthorised Instruction. Instructions from
my Authorised Signatory will only be accepted if the Instruction
is within the terms of the authorisation of the relevant Authorised
Signatory, as notified to you and, unless otherwise provided in
the Terms, the Instruction has been authorised by the required
number of Authorised Signatories, as notified to you. You shall
be entitled to act on the instructions of my Authorised Signatory
until you receive written notification of the revocation of the
appointment of my Authorised Signatory (whether by me or
by virtue of bankruptcy, liquidation, death, incapacity or other
legal disability of my Authorised Signatory or any other reason
whatsoever). In the absence of written notification, you may,
upon becoming aware of the bankruptcy, liquidation, death,
incapacity or other legal disability of my Authorised Signatory,
refuse to act on any such Instructions. I accept and undertake full
responsibility for all transactions arising out of any Instructions
provided in accordance with the Terms and I agree that I am
under an express duty to you to prevent any fraudulent, forged
or unauthorised instructions from being given.
1.9 You shall not be liable to me or to any third party for acting upon
any such instructions, except in the case of gross negligence,
bad faith or wilful default on your part.
1.10 In any event, you shall be entitled to (without liability to me)
withhold or block any payment, settlement, or transactions, or
to postpone any actions in any manner, in relation to the whole
or any part of the instructions of my Authorised Signatory for
the purposes of undertaking additional verification processes
(including, without limitation, verifying with any other person
duly authorised by me to provide such confirmations) to
determine the genuineness or validity of the instructions or the
authority of the Authorised Signatory, or any other processes
deemed necessary as determined by you from time to time. For
the avoidance of doubt, I acknowledge that you are not bound to
undertake any additional verification processes but may do so at
your sole and absolute discretion. I agree to indemnify, defend,
and hold you harmless against any actions, claims, damages,
losses, costs and expenses, taxes, any interest, penalty or other
demands or liabilities that you may incur or sustain in connection
with or arising from such verification.
2. Deposits
2.1 I shall make deposit(s) to the Account(s) in such manner as you
may prescribe from time to time. Receipt tickets for deposits
will be validated by your machine stamp, computer terminal or
authorised signatory.
2.2 If the amount indicated on the receipt ticket differs from that of
your later cash count, your count shall be final and conclusive.
2.3 Deposits established with the proceeds of checks will be value
dated after clearance.
2.4 All checks which are deposited are received by you as agent for
collection and you may either:-
(a) route any check for collection to the maker, drawee or other
payee for payment in cash, bank draft or otherwise; or
(b) refrain from presenting, demanding, collecting or giving
notice of non-payment or dishonour with respect to any
such check on any Saturday, Sunday or other holiday.
All checks may be charged to me at any time unless full and
final payment is received by you. I understand that you may
with reasonable notice impose varying charges relating to and
in connection with the foregoing.
2.5 All foreign currency check deposit(s) are subject to your hold
period and you shall be entitled to prohibit my withdrawal of
the same pending your actual receipt of funds.
2.6 In receiving checks for deposit, you act only as collecting agent
and are not responsible for the realisation of such checks and if
you do not receive payment of the amount of any check for any
reason, you are entitled to charge back or claim reimbursement
for such amount, including the amount of any check drawn on
you which cannot be paid for any reason and whether or not
such check is returned to me.
2.7 You may refuse to accept for collection checks drawn to the
order of third parties. I must make arrangements with you for
the confirmation of prior endorsements.
2.8 You may, at any time and at your sole discretion, discharge your
entire Liability with respect to the deposit(s) by mailing to me,
at my last known mailing address notified to you, a draft(s) or
in such form as you may determine to the order of the account
holder(s) in the amount of the principal and interest accrued, if
any, after deducting all Outstanding Indebtedness. In the case
where a deposit is made in more than one persons name, the
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draft(s) shall be made payable to all the holders of the deposit(s)
but mailed to the specific address indicated as the mailing
address for the Account(s).
2.9 In the event that I have drawn on any deposit in the Account(s)
when no actual payment has been received by you, I hereby
authorise you to reverse the credit entries and to take any other
necessary steps without notice to me and I agree that any such
reversal of entries and such action taken by you shall be binding
on me.
3. Withdrawals
3.1 Except by prior arrangement with you, I may not withdraw any
deposit(s) made to Account(s) until you have received actual
payment of the funds.
3.2 I may only draw on the Account(s) having a credit balance or
with overdraft or facilities granted by you to me pursuant to my
request (whether made orally, in writing or otherwise howsoever)
subject to your pre-approved limit, and I am not entitled to draw
on another Citigroup Organisation.
3.3 You are not obliged to act on any instructions given by me for the
withdrawal of the deposit(s) unless you receive such instructions
given to you by me in accordance with the section entitled
Application Acceptance and Customer Instructions” in these
Terms and Conditions.
3.4 Notwithstanding paragraphs 3.1 to 3.3 above, withdrawals of
the deposit(s) and/or accrued interest, whether partially or fully,
before the maturity date may be effected only with your consent,
granted or refused at your absolute discretion and upon such
terms and conditions as you may impose in relation thereto,
including without limitation the requirement that a minimum
amount of the entire Account and interest be withdrawn or the
levy of an administrative or service charge or other fee of such
amount reasonably determined by you from time to time, which
may at your discretion be deducted from any payment due to you.
I understand that premature withdrawal could result in loss to
the principal amount deposited or placed in addition to loss of
interest (if any).
3.5 Withdrawal from foreign currency accounts shall be made only by
your drafts or telegraphic transfers in the currency of the account
at my request in writing or by authenticated cable. Such request
may be in the form of a sight draft drawn upon you. You may, at
your option, pay me in any such currency as may then be in local
circulation.
3.6 You may use such rate of exchange for currency conversion as
you deem fit when I instruct you to credit the Account(s) with
the Singapore dollar equivalent of any foreign currency deposit.
4. Bills of Exchange/Promissory Notes
If any bills of exchange, promissory notes or negotiable
instruments in respect of which I am liable to you as drawer,
acceptor, endorser or otherwise shall not be paid on the due date,
you shall be at liberty forthwith or at any time thereafter to debit
the Account(s) without prejudice to your rights and remedies
against me or any other parties under the said bills, promissory
notes or negotiable instruments or other documents, and
without prejudice to your rights to realise any other securities
or goods held by you in respect of or in connection with or as
security for such bills, promissory notes, negotiable instruments
or other documents.
5. Funds Transfer
5.1 The word “draft” used herein shall refer to bank drafts, cashiers
orders, travellers checks and the expression “transferred funds”
shall refer to any money transferred from one Account to another
Account or to a third party account (whether or not opened and
maintained with you) pursuant to a cable transfer, SWIFT or
internal transfer application.
5.2 Encashment of the draft or payment of the transferred funds is
subject to any laws, rules and regulations of the country where
the draft is to be encashed or payment is to be made. Your
Liability in this respect shall not exceed in any case, the extent
to which payment may be allowed by such laws and regulations
in the currency in which the draft is drawn or transferred funds
are to be sent at the time payment instructions are received.
5.3 At my request, you may (but shall not be obliged to) refund or
to purchase from me the amount of the draft or the transferred
funds and in the case of drafts, upon your receipt of the drafts
duly endorsed by the applicant, at the then current demand
buying rate for the currency in question less costs, charges,
expenses and interest (where applicable) provided you are in
possession of the funds for which the payment instructions
were issued free from any exchange or other restrictions.
5.4 Unless otherwise expressly agreed in writing, you may at your
discretion convert into foreign values the funds received from the
applicant at your selling rate on the day such funds are received.
Your written statement that you have effected such conversion
shall be conclusive and binding on me (save in the case of your
manifest or clerical error).
5.5 Currency other than that of the country to which the remittance
is made shall be payable to the payee in the currency of the said
country at the buying rate of your correspondents or agents
unless the payee arranges with the paying correspondent or
agent to obtain payment in some other currency upon paying
all charges incurred or levied by your correspondent or agent in
connection therewith.
5.6 You may take your customary steps for issue of drafts or for
remittance according to these Terms and Conditions. You may
send any message relative to this transfer in explicit language,
code or cipher.
5.7 If any draft issued to me is lost, stolen or destroyed, you may
agree to issue at my cost and expense a replacement draft or
refund to me the purchase amount of such draft, provided that
I execute in your favour such indemnities against Liability for the
lost, stolen or destroyed draft as you may require, or place with
you such sums as determined by you which shall be refunded
to me if upon the expiry of the first draft issued to me, there has
been no encashment or payment on such first draft.
5.8 You will honour in accordance with the terms printed on the
reverse side of each draft.
5.9 In issuing travellers checks, you are acting only as an agent of
the actual issuer and the purchase and sale shall be governed
by the relevant purchase agreement between me and the actual
issuer of such traveller’s checks.
5.10 Transfers of funds from the Account(s) to third parties may
only be effected subject to such maximum limit and any other
conditions you may prescribe from time to time.
6. Statements/Confirmations
6.1 You will issue and send to me statements of account (as well as
Confirmations of any Contract I conclude with or through you in
respect of any investment transaction (including any derivative
transaction)) at monthly intervals or at such intervals as you may
deem fit, unless there is no credit balance and/or no activity in
the Account(s) in which case you may cease to send statements
or Confirmations, (other than Confirmations of Contracts that
I conclude in respect of any Investment transaction (including
any derivative transaction)) for accounts you deem to be inactive.
Such statements of account and Confirmations will be in
electronic format.
6.2 I agree to verify the correctness of (a) each statement of
account and Confirmation, and (b) accompanying checks or
vouchers, and to inform you within twenty-one (21) days from
the statement date thereof of any discrepancies, omissions or
debits wrongly made to or inaccuracies or incorrect entries in the
Account(s) and/or such confirmation as so stated and that at
the end of the said period of twenty one (21) days the Account(s)
as kept by you and such Confirmation issued by you shall be
conclusive evidence without further proof that (except as to
any alleged errors so notified and save in the case of manifest
error) the Account(s) and such confirmation is/are and the entries
therein are correct but subject always to your right to amend or
delete from time to time any details wrongly inserted by you.
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Except as provided in this paragraph and except in cases of your
gross negligence, wilful default or fraud, you shall be free from
all claims in respect of the Account(s) and the particulars of the
transactions contained in such Confirmation, notwithstanding
any discrepancies, omissions or debits wrongly made to or
inaccuracies or incorrect entries in the Confirmation as so stated
whether made, processed or paid out as a result of forgery,
fraud, lack of authority, negligence or otherwise by any person
whatsoever.
6.3 Notwithstanding any statements of account, Confirmations
or notices sent by you to me, (a) you have the right upon giving
reasonable notice to me, to demand a refund in respect of any
over payment or wrongful credit into the Account; and (b) you
have the right at any time and without notice to me, to reverse
any entry and/or debit the Account in respect of any over
payment or wrongful credit into the Account.
6.4 In respect of Confirmations received in respect of a Contract:-
(a) A statement of account or Confirmation is only evidence
of an Account or Contract but not a document of title.
A Confirmation will normally be sent by you after the
execution of any Contract at your sole discretion. Each
Confirmation constitutes a supplement to and forms an
integral part of the Agreement.
(b) In the event of any conflict or inconsistency between
the provisions of any Confirmation and the Agreement,
the provisions of such Confirmation shall prevail for the
transaction contemplated thereby.
6.5 Any notice or demand or any certificate as to the amount due and
owing to you shall be conclusive and binding upon me if signed
by any one of your officers save in the case of your manifest or
clerical error. In particular and without limitation, where a rate
of exchange, price, index level, interest rate, interest amount, or
any other yield or amount is to be determined by you, each such
determination shall be conclusive and binding on me. You shall
make each such determination in good faith and in accordance
with generally accepted practices in the relevant market.
6.6 Your records of my instructions (whether maintained by you or
any relevant person authorised by you) are, in the absence of
manifest error, conclusive and binding evidence of the same
against me. I will not raise an objection to challenge the contents
of the relevant records of any instructions unless there is any
manifest error.
7. Individual Account/Joint Account(s)
7.1 If I am an individual, my executor(s) or administrator(s) shall be
the only persons recognised by you as my successor(s) in the
event of my death. Upon my death, you are entitled to retain
any investment held for, and any monies payable to me until
such time that my successor produces to you a grant of probate
or letters of administration issued by a competent court in
Singapore. In respect of fund units or fixed income securities
(including preferred stock) held in my sole name, only executor(s)
and administrator(s) of my estate shall be recognized as my
successors in the event of my death.
7.2 If any one or more of the Account(s) is/are opened in the standing
names of two or more persons (collectively, “Joint Account(s)”)
such persons shall be jointly and severally liable for all Liabilities
incurred on the Joint Account(s).
7.3 As part of customer risk profiling, the Joint Account holders will
confirm between them which individual’s investment objective
and risk tolerance, shall be reflected and assigned to the Joint
Account. This individual designated by the Joint Account
holders is deemed to be the “key account decision maker” and I
understand that your suitability assessment, investment advice
and recommendation for transactions in the Joint Account shall
be made in accordance with the key account decision makers
information as reflected in the Customer Investment Profile
maintained by you in respect of the Joint Account.
7.4 I understand that all investment advice and recommendations in
respect of the transactions in the Joint Account that is provided
by you individually to either the key account decision maker or
any other Joint Account holder (who may validly give instructions
on the Joint Account) shall be deemed to have been provided to
all of the Joint Account holders.
7.5 You may refuse to accept investment instructions from a
Joint Account holder, if such holder has not provided you with
the relevant information regarding his or her risk tolerance,
knowledge and experience. The key account decision makers
risk tolerance and knowledge and experience may be higher or
lower and more extensive and less extensive, respectively, than
the other account holders’ and this may impact the types of
products and services that the Joint Account may have access
to. I may change the individual that is designated as the key
account decision maker by contacting you and in such case a
new Customer Investment Profile is required to be completed
reflecting the new key account decision makers investment
objectives, risk tolerance, knowledge and experience with
respect to investment products.
7.6 Where joint applications are made for fund units or fixed income
securities (including preferred stock), the applicants shall
nominate one of their members to become the sole registered
holder for all purposes. In the absence of any such nomination,
the first-named applicant shall be deemed to have been so
nominated.
7.7 Your obligation to “notify” us of any matters under these Terms
and Conditions shall be discharged if you simply notify any one
of the Joint Account(s) holder(s).
7.8 Where the Joint Account(s) is/are operated with a single signing
authority:-
(a) both written and oral instructions from any one of the Joint
Account(s) holders will be accepted and will be binding on
the other Joint Account(s) holders;
(b) where new products and/or services are made available to
me/us from time to time, the signature(s) of the Authorised
Signatory(ies) set out in the Account Opening Form
signifying his/her/their acceptance of the new products
and/or services shall be binding on the other Joint Account
holders;
(c) if, prior to acting on instructions received from one Joint
Account(s) holder, you receive contradictory instructions
from another Joint Account(s) holder or you receive
information relating to a dispute between the Joint Account
holders (whether actual or otherwise), you may immediately
thereafter only act on the mandate of all Joint Account(s)
holders of the Joint Account(s) at your absolute discretion;
(d) the rights and obligations of each of the Joint Account holders
under the Joint Account shall be joint and several;
(e) If any one of the Account(s) holders is made bankrupt,
the operation of the Joint Account(s) shall be made by the
signatures of the trustees in bankruptcy acting in the place
of the bankrupt Account(s) holder.
7.9 With respect to a Joint Account operated with a single signing
authority, the Joint Account holders shall be jointly and severally
liable for all or any Liabilities incurred in connection with:
(a) each Joint Account operated with a single signing authority
and opened jointly in the names of the Joint Account
holders; and
(b) each Account held individually in the name of each such
Joint Account holder, (each a “Relevant Account) and
the Joint Account holders undertake to pay and settle all
Liabilities as and when they fall due or otherwise earlier
upon demand from you.
7.10 Where the Joint Account(s) is/are operated with joint signing
authority:-
(a) any written instructions may be given by the Account(s)
holders in one or more counterparts, all of which when taken
together shall constitute one and the same document;
(b) oral instructions will not be accepted;
(c) the rights of the Joint Account holders under the Joint
Account shall be joint; and
(d) if any one of the Account(s) holders is made bankrupt,
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the operation of the Joint Account(s) shall be made by the
signatures of the trustees in bankruptcy acting in the place
of the bankrupt Account(s) holder, and the signature(s) of
the other Account(s) holder(s).
7.11 If any one of the Joint Account(s) holders dies, you shall forthwith
be entitled to close the Joint Account(s), and the credit balance
in the Joint Account(s) and any securities held by you in the Joint
Account(s) shall be transferred to a new account(s) to be opened
by you in the name(s) of the survivors and if more than one
survivor, in their joint names provided that prior to such transfer
the Outstanding Indebtedness of any of us to you in Singapore
or elsewhere shall be first set-off from the said credit balance,
and provided that you are satisfied that any estate duties payable
by the estate of the deceased Account(s) holder have been duly
paid to the relevant authorities and that no adverse claims by
any party in relation to the balance standing to the credit of the
Joint Account(s) have arisen or are likely to arise, and such right
of operation by any such surviving Account(s) holders shall not
be affected by the death, insanity or other disability of any one
or more of the surviving Account(s) holders.
7.12 I and my estate, together with the other Joint Account(s) holders,
undertake to indemnify you and hold you harmless from and
against all reasonably incurred claims, costs, expenses, losses
and damages including those arising from (i) the aforesaid closing
of the Joint Account(s); (ii) the opening of the new Account(s);
(iii) all transfer of funds in connection with the Joint Account(s)
and/or new account(s); and (iv) any dispute between any of the
Joint Account(s) holder(s) and any personal representatives of
the deceased Joint Account(s) holder. You shall be entitled to
debit from the Joint Account(s) and/or the new Account(s) such
claims, costs, expenses, losses and damages with reasonable
notice.
8. Account(s) in the Name of a Company
8.1 In the case of any Account(s) opened in the name of a company,
you will allow changes of authorised signature(s). However, you
are not obliged to accept any change unless you are satisfied that
the change has been duly authorised by the Board of Directors of
the body corporate or by whatever act or deed is required under
the charter or constitution or governing laws of the company.
8.2 In the event of liquidation, insolvency or equivalent proceedings
of the company the funds credited to the Account(s) may only
be withdrawn by and the funds payable shall only be paid to the
liquidator in such mode of payment to be selected by you in your
sole discretion.
9. Change of Account Title
9.1 You may in your sole discretion, upon my written instructions,
allow for the addition of one or more names to my Account(s). If
so allowed, such Account(s) may be operated by these Account
holders upon their signing the Account Opening Application
and the signature cards. The new Account holders shall sign
all Charge Documents and/or guarantees where the monies in
these Accounts are security for the payment of the Liabilities of
any one or more of the Account holders.
9.2 You may, upon the written instructions of all the Account holders,
delete the name(s) of one or more of them from the Account(s) as
requested by them and at the Bank’s absolute discretion discharge
whatever security that have been provided to the Bank.
10. In-Trust-For
10.1 If my Account(s) is/are “in-trust for” someone else, I undertake
to operate such Account(s) solely for the benefit of the
beneficiary(ies). I may withdraw money or close the Account(s)
at any time. I shall indemnify you and hold you harmless from
and against any reasonable loss or Liability which you may incur
or suffer in respect of my operation of the Account(s) except for
your gross negligence, wilful default or fraud.
10.2 Upon my death or the death of any of the beneficiaries, you shall
be entitled to exercise your right to debit from the Account(s) any
obligations owed to you by me that I had undertaken as trustee
of such trust with reasonable notice.
10.3 Upon my death, you shall be entitled to do the following at your
sole discretion:-
(i) if the beneficiary(ies) are all of full age, you may close the
Account(s) and release the monies in such Account(s) to
the beneficiary(ies) equally, or open a new Account(s) in
the names of all the beneficiary(ies) and the new Account(s)
shall be operated in accordance with the instructions of all
the beneficiary(ies); or
(ii) if the beneficiary(ies) are not of full age, you may close the
Account(s), open a new Account(s) in the names of my
personal representative(s) in trust for the beneficiary(ies)
or release the monies in such Account(s) to my personal
representative(s) by way of a check, cashiers order or
telegraphic transfer issued in favour of my personal
representative(s) in trust for the beneficiary(ies).
10.4 Upon the death of any of the beneficiary(ies), you may at your
sole discretion (i) close the Account(s) and open a new In-
Trust-For Account(s) which will be operated by me as trustee
for the benefit of the deceased beneficiary(ies)’ estate and the
surviving beneficiary(ies); or (ii) release a portion of monies
in such Account(s) (which is proportionate to the number of
beneficiaries) to the aforesaid personal representatives and
allow me to operate the Account(s) for the benefit of the surviving
beneficiary(ies).
10.5 You shall not be obliged to act on my instructions if it comes
to your attention or it appears to you that the assets in the
Account(s) are being utilised for my own personal use and/or
in breach of trust. I shall remain liable to indemnify you for all
losses, Liabilities or damages which you may suffer in the event
that you nonetheless permit such utilisation.
10.6 I covenant to indemnify you and hold you harmless from
and against all claims, costs, expenses, losses and damages
reasonably incurred or suffered by you at any time including
those arising from (i) the aforesaid closing of the Account(s);
(ii) the opening of the new Account(s); (iii) any dispute amongst
the beneficiary(ies); and (iv) any other dealings in respect of the
Account(s), between any of the beneficiary(ies) and any of my
personal representatives.
11. Beneficial Owner
I hereby confirm that I am the beneficial owner of the Account(s).
In the case of any Account(s) opened in the name of a company or
Account(s) opened ‘in-trust-for’ someone else, I undertake to provide
any information that you may require to identify the beneficial owner
of the company and/or the Account(s).
12. Assignment/Transfer
12.1 I agree that any part of my rights, obligations, or the balance
standing to the credit of the Accounts or any part of my rights,
obligations of any Contract or Credit Facility cannot in any way be
assigned, transferred or charged to any third party or otherwise
encumbered by way of security except with your prior written
consent and subject to such conditions as you may prescribe.
12.2 I hereby irrevocably agree to any novation of the agreement made
between us under these Terms and Conditions and under any
instrument(s) and any other agreement, document, assurance
and guarantee in connection therewith and with the Account(s)
or securing my obligations thereunder, and irrevocably agree
that you are entitled to and may assign or transfer absolutely to
a transferee all or some of your rights, title, interests, benefits,
obligations and Liabilities under these Terms and Conditions
and/or under any instrument(s) and/or any other agreement,
document, assurance and/or guarantee in connection therewith
and/or with the Account(s) and/or securing my obligations
thereunder.
12.3 I further irrevocably agree that any such novation, assignment
or transfer may be effected by you delivering to me a notice to
that effect whereupon:
(a) your assigned or transferred rights, title, interests and
benefits thereunder shall be transferred to and assumed
by the transferee;
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(b) you shall thereafter be fully discharged and released from
your assigned or transferred obligations and Liabilities
thereunder;
(c) you shall retain all rights, title, interests, benefits,
obligations and Liabilities not so assigned or transferred;
(d) the transferee shall thereafter be bound by identical
rights, title, interests, benefits, obligations and Liabilities
thereunder which you have assigned or transferred; and
(e) any acknowledgement (including but not limited to
risk disclosure statements and acknowledgements),
information (including but not limited to information
provided in respect of risk profiling), instruction, order,
direction, mandate or authority given by me to you in
relation to the Account(s) or securing my obligations
thereunder maybe relied and acted upon by the assignee
or transferee as if given by me to the assignee or transferee
and shall, unless and until revoked or cancelled, apply and
have effect in relation thereto.
If all or any part of the Account(s) and/or interest accruing
thereto has been assigned, transferred, charged, encumbered
or otherwise dealt with, whether to or in favour of you or any
third party, I agree that I will not be entitled to withdraw all or
any part of the Account(s) and interest unless you otherwise
consent. Any consent granted by you under this paragraph may
be subject to fulfilment of such conditions as you may impose
in your absolute discretion from time to time.
I also hereby irrevocably undertake to execute and sign any
document (if any) which may be required to give effect to the
foregoing.
13. Charges/Commissions
13.1 You may debit my Account(s) with the full amount of any reasonably
incurred charges, fees (including without limitation legal fees and
stamp fees) payable for Services rendered by you whether in respect
of the Products listed in these Terms and Conditions or otherwise.
13.2 You may at any time at your sole and absolute discretion and upon
giving me written notice, amend or vary the prevailing rate and/
or amount of any charges or fees that I am liable for, which may
include the application of a negative rate of interest for any deposit
made with you or the payment of fees for the use of such Account(s)
including for deposits made with you that you may determine from
time to time.
13.3 I shall be liable to pay for any fees, commissions, charges and
expenses of any nature whatsoever which are payable in respect
of any investment(s) which you quote to or transact for me (the
“Charges”). I consent to your retaining for your benefit any Charges,
commissions, rebates and other forms of payment or benefit from
any party (including any Citigroup Organisation, broker, underwriter
or counterparty) in respect of my transactions unless prohibited by
any regulations, law, rules or legal process.
13.4 Subject to you providing me with reasonable notice a charge will be
levied if: (i) I fail to maintain the minimum balance required for the
Account(s) or (ii) if I close any of my Account(s) within six (6) months
of their opening.
13.5 You may, at your discretion and with reasonable notice to me,
modify the prevailing rate and/or amount of the Charges.
13.6 In respect of my use of Citibank Online and secure email, I agree to
bear all fees and charges incurred in connection with my gaining
access or any re-extension of my access to this Service.
14. Suspension of Account(s)
14.1 You may at your reasonable discretion suspend my operation
of the Account(s) at any time for any reason whatsoever;
including without limitation industrial actions, power failure,
computer breakdown or sabotage or any other event beyond
your reasonable control.
14.2 I agree that you may block any payment or transaction with
respect to the Account where such payment or transaction would
result in you, any Citigroup Organsiation or Third Party Service
Provider being in breach of Law or Regulation.
15. Closing of Accounts
15.1 You may at any time and at your reasonable discretion, without
notice to me and without liability or disclosing or assigning any
reasons to me, refuse to accept any deposit(s), limit the amount
that may be deposited, return all or any part of the deposit(s)
after deducting any Collected Amount, interest, charges and
fees due or funds required to be made by Law or Regulation, or
upon reasonable notice to me, terminate any of my Account(s)
and discharge your entire Liability.
15.2 If I choose to terminate any of my Account(s) held with you, I am
required to give you reasonable notice of termination or such
other period of notice which you may specify to me from time
to time.
15.3 On the termination of my Account(s):-
(a) you may discharge your entire Liability with respect to
my Account(s) by mailing to me a draft(s) or check(s) in
the currency(ies) of the Account(s) or in a currency(ies)
as determined by you without recourse to me as drawer,
payable to my order in the amount of the then credit
balance in the Account(s) after deducting my Outstanding
Indebtedness to you together with such other documents,
if any, as may be necessary to transfer to me such claims
as you may have on such funds, or, at your option, by
delivering to my Account(s) or (as the case may be) to a
Joint Account of all Account(s) holder(s) of the Account(s),
any Alternative Financial Instrument as selected by you in
your sole discretion; and
(b) you may, at my own cost and expense, transfer all my
Securities to me or such person as I may direct.
15.4 If you have effected a forward or any other transaction which
extends beyond the date of termination, you may either close
out or complete such transaction and retain sufficient funds
for this purpose. Any security interest or set-off contained in
an agreement shall not be discharged until all my Outstanding
Indebtedness have been discharged.
15.5 On the termination of my Account(s), I shall forthwith return
to you all unused checks issued to me, failing which I shall
indemnify you for any reasonable costs or expenses arising or
in connection thereto.
15.6 Upon the occurrence of any of the following events, you may
(without demand or notice) terminate the Account(s) and/
or realise all or any of my Contracts and other investment
transactions concluded directly or indirectly with or through
you to repay my Outstanding Indebtedness to you including all
interest, costs and expenses in connection with the recovery of
such indebtedness:-
(a) my failure to comply with any provision of these Terms and
Conditions or any other Agreement;
(b) any grounds exist for the presentation of a bankruptcy
petition against me;
(c) my death or insanity;
(d) a receiver, trustee, custodian, judicial manager or similar
official is appointed or an encumbrancer takes possession
of me or the whole or any substantial part of my property
or undertaking;
(e) the institution or commencement by petition, application,
entry of an order for relief or otherwise of any bankruptcy,
insolvency, reorganisation, arrangement, composition of
debt, dissolution, liquidation or any similar proceeding
relating to me under any applicable law;
(f) the performance of any obligation of mine or yours under
these Terms and Conditions becomes illegal or impossible;
or
(g) it is required to comply with any Law or Regulation.
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15.7 Subject to Clauses 15.2 and 15.3, on:
(i) the termination of my Account by you; or
(ii) your act of to closing my Account, pursuant to Clause 15.2
or otherwise, irrespective of whether I have accepted such act
of closure,
regardless of whether there is any debt owed by either party
and whether such debt has been released and discharged or
remains outstanding, the termination or your act of closing my
Account (as the case may be) shall be deemed as validly effecting
the closure of my Account. Any demand to reconstitute the
terminated Account or its records shall be made within [6] years
from the date of the termination of the Account by you or your act
of closing the Account (the “Limitation Period”). Any express or
implied right to demand us to reconstitute a terminated Account
or its records shall be waived by me as from the [6th] anniversary
of the date of the termination of the Account by you or your act
of closing my Account. I acknowledge that, in such event, any
debt owed by you shall be extinguished following the expiry of
the Limitation Period.
16. Termination of Account(s)
16.1 You may at your reasonable discretion transfer the amount owing
to me by you in my Account(s), after deducting my Outstanding
Indebtedness to you including all interest, costs and expenses
connected with the recovery of such indebtedness, to a suspense
account (not bearing interest), in the event that my Account(s)
shall remain inactive or dormant or a failure by me to furnish you
with instructions on such transfer upon your sending a notice
to me on such transfer.
16.2 If you have effected a forward or any other transaction which
extends beyond the date of termination, you may either close
out or complete such transaction and retain sufficient funds for
this purpose. Any security interest or set-off contained in an
agreement shall not be discharged until all my Liabilities have
been discharged.
16.3 The mere sale or redemption of all the Securities in the Account(s)
will not terminate the Account(s).
16.4 I may not issue any instructions to you for the purchase of
Securities after either party has issued a notice to terminate the
Account(s). Transactions instructed by me prior to the issuance
of a notice of termination shall be posted to the Account(s) and
shall be subject to paragraph 16.5 below notwithstanding the
issuance of a notice to terminate.
16.5 Unless the parties agree otherwise, you will upon termination of
my Account(s) and with reasonable notice to me, sell or redeem
all Securities, effect payment of all fees, costs and commissions,
and any and all amounts payable by me pursuant to these Terms
and Conditions or any other agreement/document related to the
Securities, close the Account(s), and make the balance available
to me, provided that no prior notice shall be required if a Special
Circumstance has occurred.
17. Payments
17.1 I shall pay to you on demand all of my Outstanding Indebtedness.
If any amount is not paid by me when due, I shall pay interest on
such monies from the date on which such monies become due
to the date of payment at such rate which you shall reasonably
determine from time to time.
17.2 All such monies and charges shall be payable by me in full without
any set-off or counterclaim or any restriction or condition, and
free and clear of and without deduction for any present or future
taxes (including present or future stamp or documentary taxes
or any other excise or property taxes, charges or similar levies),
levies, imposts, charges or withholdings, and all Liabilities with
respect thereof. If I am obliged by law to deduct or withhold any
sum from any payment to you, I shall increase the amount of the
payment so that the net amount received by you shall equal the
amount due to you.
17.3 In particular, all such monies and charges payable by me are
exclusive of any goods and services tax or other value added
tax (whether imposed in Singapore or any other jurisdiction)
which shall where applicable be paid by me in addition to any
sums otherwise payable, at the rate in force at the due time for
payment or such other time as is stipulated under the relevant
legislation.
17.4 If you are obliged by law to deduct or withhold any sum from any
payment payable by you to me, I authorise you to effect such
withholding and to pay the net sum over to me or to place such
sum in any of my Account(s) with you or such other account as
I shall instruct (unless at such time there shall be any monies
owing by me to you, in which case you shall be entitled to deduct
the amount of monies owing).
17.5 Except otherwise agreed, you may convert at such rate you
reasonably deem fit any payment received for any of my
Account(s) (in a currency different from that of such Account)
into the currency of that Account, and I shall bear the cost of
such conversion.
18. Security for Repayment
18.1 You may agree to:-
(a) at my request, grant and continue to grant Credit Facilities
to me or such person or persons (the “Borrower); and/or
(b) accept or incur Liability (whether actual or contingent,
primary or collateral, several or joint) for the Borrower (such
Credit Facilities and Liability together with any and all
obligations and/or Liabilities owed by me to you from time
to time, whether certain or contingent, whether as principal
or as surety, joint or several, whether under these Terms
and Conditions or otherwise, collectively the “Obligations”,
which expression shall include interest, bank commission,
charges and all sums payable arising out of the Obligations).
I shall provide and furnish to you such security as you may
from time to time require as continuing security for the
payment and discharge of the Outstanding Indebtedness.
18.2 I warrant and represent that:-
(a) the documents and other records evidencing the Credit
Facilities are valid and enforceable and in the event of any
breach of this warranty and representation, your rights
hereunder shall remain unaffected and be of full force and
effect; and
(b) all necessary authorisations, approvals and consents for
my entry with you into any security arrangement and the
performance and observance of my obligations hereunder
have been obtained and are valid and subsisting.
18.3 When you accept or incur Liability for or at my request, you shall
have a bankers lien on all funds, monies, securities, property and
other valuables belonging to me which are in your possession
or held by you on deposit or otherwise (including any securities,
property and valuables kept with you for safe custody) or held
by you in my Account(s).
18.4 In the event of any failure by me to make payment of any amount
due and owing to you hereunder, you may without notice to
me, apply any funds held by you for me towards satisfaction
or part payment of the amount owed. Furthermore, you may
without prior notice to me, sell any of my securities (whether in
scrip or scripless form), property or other valuables held by you
on deposit or otherwise, at public or private sale without any
judicial proceedings whatsoever, and retain from the proceeds
derived therefrom the total amount remaining unpaid, including
all costs, charges and expenses incidental to such sale, and I
shall be responsible to you for any deficiency whatsoever and
howsoever arising and I will pay on demand to you the amount
of any such deficiency.
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18.5 Where you have granted me, or (where applicable) any Joint
Account holder with whom I hold a Joint Account that is operated
with a single signing authority, any Facilities on any Relevant
Account, you may block and/or otherwise restrict the use of any
one or all of the Relevant Account(s) for such amount as you
reasonably deem fit in order to secure any Liabilities incurred
under such Facilities as well as any interest payable on such
Liabilities (such amount being the “Earmarked Amount). Neither
I nor any Joint Account holder will be able to withdraw any of the
Earmarked Amount, or be able to assign, charge, pledge, transfer,
or create any security interest or encumbrance or deal with the
Earmarked Amount in any manner whatsoever for so long as any
part of the Facilities remains outstanding. You shall further have
a bankers lien on all funds, monies, securities, property and
other valuables belonging to me and/or (where applicable) such
Joint Account holder which are in your possession or held by you
in any Relevant Account on deposit or otherwise (including any
securities, property and valuables kept with you for safe custody
as well as the Earmarked Amount). Without prejudice to any of
the foregoing, I and (where applicable) such Joint Account holder
irrevocably authorise you to, at any time and from time to time in
your sole and absolute discretion and without notice to me and/
or (where applicable) such Joint Account holder, appropriate and
apply the Earmarked Amount (notwithstanding that any amount
on deposit may not have matured) or any part thereof towards the
settlement of all or any of the Liabilities (including the overdraft)
whether the same is due or contingent and whether I and/or
(where applicable) such Joint Account holder are or have been in
default or not. Any currency conversion which may be necessary
will be effected at your prevailing exchange rate.
18.6 As security for the Outstanding Indebtedness, including
without limitation any and all my obligations and/or Liabilities
under any Credit, I acknowledge your ownership in and right of
possession and disposal of (i) any and all shipping documents,
warehouse receipts, insurance policies or certificates and other
documents relating to drafts drawn under the Credit; (ii) any
and all property shipped under or in relation to the Credit or to
any drafts drawn thereunder (whether or not such documents,
goods or other property be released to or upon my order on trust
or bailee receipt); and (iii) the proceeds of each and all of the
foregoing, until such time as all my obligations and/or Liabilities
to you at any time existing under these Terms and Conditions,
or the Credit Facilities or otherwise, have been paid in full and
discharged. All or any of such property and/or documents and
the proceeds thereof, coming into your possession or your
correspondent’s possession, may be held and disposed of by
you as hereinafter provided, it being understood that neither the
establishment of the Payment Fund nor receipt by you or any of
your correspondents at any time of other security of whatsoever
nature, including cash, shall be deemed a waiver of any of your
rights or powers hereunder.
18.7 I shall not, for any period during which I am (or a third party
guaranteed by me is) indebted to you as a result of drawing
against any Credit Facilities extended to me by you, withdraw or
create any other security interest in or otherwise deal with any
of my assets pledged, placed, charged or mortgaged to you as
security for such Credit Facilities or to receive any other sums in
relation to or derived therefrom without your prior consent, such
consent to be given on such terms and conditions as you may at
your absolute discretion prescribe. You are hereby authorised to
reinvest the sums in the relevant investments as I may direct.
18.8 This security shall be a continuing security notwithstanding
any settlement of account or other matter whatsoever and is in
addition to and shall not prejudice any other security created or
now or hereafter held by you or any right or remedy you might
have in respect of the same. Nothing herein shall restrict the
operation of any general lien, statutory right of set-off or other
rights or remedies whatsoever which you may have under law
or otherwise.
19. Default in Repayment
19.1 If a balance shall be owing to you when the Account(s) shall
be closed, I shall, so long as the same or any part thereof shall
remain due, pay to you interest thereon at the same rate.
19.2 At any time after the happening of any one or more of the
following events (“Special Circumstance(s)), any or all of the
Outstanding Indebtedness, including without limitation the
whole of any term advance (“Term Advance”) if it has been
made or any part thereof for the time being outstanding and
unpaid together with interest thereon and all other monies
arising therefrom, shall immediately become due and payable
without demand or notice, and full power, authority, and
absolute discretion are hereby given to you to (i) by notice to
me specify the relevant Special Circumstance(s) and declare
all Contracts and the obligations of the parties in connection
therewith be terminated as of the date specified in such notice,
and the Contracts and such obligations shall so terminate as
of such date (whether or not such Special Circumstance(s) is
continuing on such date, and/or (ii) debit the Account(s) (and
for that purpose to accelerate the maturity date of any such
Account(s) maintained by me with you) with the entire amount
due to you hereunder or under any Credit Facilities referred to
above and to sell, assign, and deliver all or any of the property
hereinbefore referred to at any brokers board, or at public or
private sale, at your option, either for cash or on credit or for
future delivery, without assumption of any credit risk, and
without either demand, advertisement or notice of any kind:-
(a) upon the non-performance of any of my promises to pay
including, but without limitation my default in payment to
you on or for any Contract, Product or service of any one
or more of the instalments of any Term Advance and/or
interest thereon within the times aforesaid or in payment
of any other monies hereby covenanted to be paid;
(b) upon the non-payment of any of the other obligations or
Liabilities herein mentioned including if I or the issuer of the
Charged Property fail to pay the Outstanding Indebtedness
or any amount, whether of principal or interest on its due
date or on demand by you or if any other indebtedness
on my part or of the issuer of the Charged Property or the
Third Party, whether due to you or to third parties, shall
not be paid on its due date and in your opinion such event
has or could have a material adverse effect on my financial
condition or that of the issuer of the Charged Property;
(c) if I shall breach or threaten to breach any of the terms,
stipulations, undertakings and covenants herein or in
respect of any Contract, the Credit Facilities or if I am in
default under any agreement with you or any other financial
institution;
(d) upon my or the Third Partys failure to forthwith furnish
satisfactory additional cash, or security, or sums in respect
of any Contract, the Credit Facilities or any other terms
herein including these Terms and Conditions and the Charge
Documents;
(e) in the event of my death, insanity, failure in business,
dissolution or termination of existence;
(f) if I shall cease or threaten to cease to carry on my business;
(g) if legal proceedings suit or action of any kind whatsoever
(whether criminal or civil) be instituted against me,
the issuer of the Charged Property or the Third Party
whatsoever;
(h) where (i) grounds exist for the presentation of a bankruptcy
petition against me, the issuer of the Charged Property or the
Third Party; (ii) if there is an institution or commencement
by petition, application, entry of an order for relief or
otherwise of any bankruptcy, insolvency, reorganisation,
arrangement, composition of debt, dissolution, liquidation
or any similar proceeding relating to me, the issuer of the
Charged Property or the Third Party under any applicable
law;(iii) any creditor of mine takes action to recover money
or property belonging to me which is in your possession
or that of any other financial institution; (iv) if I, the Issuer
of the Charged Property or the Third Party shall make any
assignment for the benefit of the creditors of any such
person or shall enter into any arrangement or arrangement
12
with any such creditor by way of composition or otherwise
or take advantage of any insolvency law;
(i) if it shall become unlawful for me to observe and perform or
to fulfill any of my undertakings or obligations under these
Terms and Conditions or for you to exercise any of the rights
vested in you or otherwise and notice thereof has been given
to me, any Agreement, any Charge Document, any Contract,
and/or any Credit Facility(ies);
(j) if in your opinion, there is a material adverse change in
my financial condition or any other conditions which in
your opinion will materially affect my ability to perform
my obligations under these Terms and Conditions, any
Agreement, any Charge Document, any Contract, and/or
any Credit Facility(ies);
(k) if any warranty, representation, statement or declaration
made by me to you shall be untrue or incorrect in any respect
or ceases to be true or correct in any respect or if I shall be
in breach of any representations or warranties made to you;
(l) if a Judicial Manager, a receiver, trustee, custodian or similar
official is appointed in respect of me or any of my property
or assets or any part thereof at any time;
(m) if any of my funds or other property which may be in, or come
into, your possession or control, or that of any third party
acting on your behalf as aforesaid, should be attached or
distrained or should be or become subject to any mandatory
order of court or other legal process;
(n) if an event of default (howsoever described) or Special
Circumstance under any agreement, mortgage, indenture
or instrument which results in any of my indebtedness or
Liability becoming or being declared or capable of being
declared due and payable prior to the date on which it would
otherwise become due and payable or if I fail to duly pay
any amount under any such arrangement when due or on
demand;
(o) if I consolidate or amalgamate with, or merge into, or transfer
all or substantially all my assets to, another entity and at
the time of such consolidation, amalgamation, merger or
transfer, the resulting surviving or transferee entity fails to
assume all your obligations under the Agreement for any
reason whatsoever;
(p) if I am declared by the Minister to be a declared company
under the provisions of Part IX of the Companies Act (Cap.
50);
(q) if any of the foregoing events occurs in relation to (i) any
third party which now or hereafter has guaranteed or
provided security for or given an indemnity in respect of
any obligation or Liability of mine herein or (ii) if I am or
such third party is a corporate entity, any subsidiary or
holding company of mine or of any such third party or any
subsidiary of any such holding company; or any individual
now or hereafter liable as such third party shall commit an
act of bankruptcy, die or become of unsound mind;
(r) if I, the issuer of the Charged Property or the Third Party shall
suffer any distress or execution proceedings to be levied on
the property of any such person or; if any present or future
security on or over my or the Third Partys assets become
enforceable;
(s) if it shall become unlawful for the issuer or manager of the
Charged Property to issue the Charged Property or to remit
funds to your security agents, or for your security agents to
enforce the Charge Documents on your behalf for any reason
whatsoever;
(t) if it becomes unlawful for me, the issuer or manager of the
Charged Property, your security agents or any other entity,
either on account of change of my residence or domicile or
for any other reason whatsoever, to remit the interest and/
or principal of any Credit Facility to you; and/or
(u) if the issuer or manager of any of the Charged Property is
unable to satisfy its Liability for any reason whatsoever,
including but not limited to its bankruptcy, insolvency,
sovereign moratorium on repatriation of foreign currency,
loss of certificates relating to the Charged Property or if any
event occurs which (in your opinion), might adversely affect
my ability to meet my obligations to you under these Terms
and Conditions or those relating to any Credit Facility.
19.3 At any sale or other disposition of property under these Terms
and Conditions, you may, at your discretion,purchase the whole
or any part of the property sold, free from any right of redemption
on my part, all such rights being also hereby waived and released.
In the event of any sale or other disposition of any of the property
aforesaid, after deducting all costs or expenses of every kind for
care, safekeeping, collection, sale, delivery or otherwise, you
may apply the residue of the proceeds of the sale(s) or other
disposition thereof, to the payment or reduction, either in whole
or in part, of all or any of my Outstanding Indebtedness without
prejudice to your rights as against me with respect to any and all
amounts which may be or remain unpaid on any of the aforesaid
Outstanding Indebtedness at any time.
20. Exemption from Liability
20.1 Neither you nor any Representative shall be liable as a result of
acting or failing to act in relation or pursuant to any agreement
except in the case of your gross negligence, wilful default or
fraud on your part or on the part of the Representative (as the
case maybe). In that event, your Liability in connection with any
investment shall not exceed the market value of the investment
at the time of such gross negligence, wilful default or fraud.
20.2 Without limiting the generality of the foregoing, you shall not be
responsible (except in the case of your gross negligence, wilful
default or fraud):-
(a) for acting, in good faith, or omitting to act, in good faith,
on my instructions given to you in accordance with your
prescribed verification procedure prevailing at the time
via the Telephone Banking service, Citibank Online,
secure e-mail or Facsimile Banking service and all written
instructions howsoever forwarded to you;
(b) if, for any reason beyond your control, the operation of any
one or more of my Account(s) or your ability to account to me
for any investment in it is restricted or otherwise affected;
(c) for any damage, loss or diminution to any of the investments
hereunder or for any unavailability or diminution of funds
in respect of such investments;
(d) for any loss or damage caused by any delay or failure in any
transmission or communication facilities or lead times on
external clearing systems or price availability due to market
liquidity or time zone differences;
(e) if there is any delay caused or the funds and/or the
Alternative Financial Instrument credited to or debited from
any one or more of my Account(s) diminish in value due to
taxes, deductions, withholdings, imposts or depreciation or
become unavailable due to restrictions (howsoever arising)
on convertibility, transferability, requisitions, government
acts, orders, decrees and regulations, involuntary transfers,
distraint of any character, exercise of military or usurped
powers, acts of war or civil strife or other similar causes
beyond your control (whether in Singapore or in any place
which you have deposited or placed such funds);
(f) for any drawings made under any checks or for any loss or
damage I may suffer relating to the lost checks;
(g) for any checks paid or certified by you through any
circumstances beyond your reasonable control, and you
are entitled to debit the full amount of such checks so paid
or certified;
(h) for any mutilations of drafts or interruptions, errors,
omissions or delays in the electronic transmission, wire,
cable, mails, or on the part of any post authority, telegraph,
cable or wireless company, or any employee of such
authority or through any other cause;
(i) for your failure to meet my withdrawal demands of any
amounts on the Account(s) for any reason whatsoever
beyond your reasonable control;
13
(j) if I am unable to withdraw or realise investments from any
one or more of my Account(s) due to the restrictions referred
to in sub-paragraph (e) above;
(k) where I have invested in Fixed Income Securities (as defined
in the section in these Terms and Conditions entitled “Fixed
Income Securities”):-
(i) in the case of any purchase of Fixed Income Securities,
if the seller (or its agent) of the relevant Fixed Income
Securities fails to make good, valid or timely delivery
to you of the relevant Fixed Income Securities and
whether or not payment therefor by you on my behalf
has been made; or
(ii) in the case of any proceeds of sale arising from the sale
of Fixed Income Securities, if any payment to you by any
purchaser (or its agent) is not honoured by the banker
upon which that payment is drawn or otherwise not
good and valid payment by that purchaser, in which
event you shall also not be liable to pay me any such
proceeds of sale;
(l) except in the case of your gross negligence, wilful default
or fraud for any act or omission, bankruptcy or insolvency
of any agent, sub-agent, nominee, broker, custodian,
subcustodian, correspondent or counterparty employed
or used by you;
(m) for any discrepancies, irregularities, omissions or
inaccuracies in the handling and operation of my Account(s)
or in the particulars of the investment transactions
contained in the statement or Confirmation, whether the
same shall have been made, processed or paid out as a
result of forgery, fraud, lack of authority, negligence or
otherwise by any person whatsoever;
(n) for any loss or damage which I may directly or indirectly
suffer or incur resulting from or in connection with your
supplying me with any of your brochures, investment
reports or any other materials or your providing me with any
financial, market or investment information or suggestion;
(o) for any loss or delay caused by any act or order of any
government or government agency or as a result or in
consequence of any other cause whatsoever;
(p) for not acceding to my request for any Facilities including
an increase to any Facility; or
(q) for any loss or damage suffered or incurred by me or (where
applicable) any Joint Account holder (including any loss
of profits) howsoever or whatsoever arising from or in
connection with you blocking or otherwise restricting the
use of amount(s) in any one or all of the Relevant Account(s)
as and/or for the Earmarked Amount for so long as any part
of the Facilities remains outstanding, and/or appropriating
and applying the Earmarked Amount (notwithstanding that
it may not have matured) or any part thereof towards the
settlement of all or any of the Liabilities whether the same
is due or contingent and whether I and/or (where applicable)
such Joint Account holder are or have been in default or not.
21. Citibank, N.A. Branches, Subsidiaries or Affiliates
21.1 No branch, subsidiary or affiliate of Citibank, N.A. in Singapore
or any other jurisdiction(s) shall under any circumstances
whatsoever be liable to me in respect of your obligations and/or
Liabilities under these Terms and Conditions or for your failure to
meet my demands for withdrawal of funds from my Account(s).
21.2 You may effect transactions with or through counterparties,
brokers or agents used by any Citigroup Organisation and
approved by you from time to time. While you and/or any
Citigroup Organisation will choose the counterparties, brokers
or agents with reasonable care to ensure that such parties are
reliable, neither the Citigroup Organisation which compiled such
list nor you will have any responsibility for any acts, omissions
or insolvency of any such parties.
21.3 Where the counterparty in respect of any transaction is a branch
of Citibank Singapore Limited or a Citigroup Organisation, the
obligations of Citibank Singapore Limited or that Citigroup
Organisation will be payable at such branch and are subject to
the laws, regulations and governmental acts, orders and decrees
in effect where that branch is located. Neither the head office nor
any other branch, subsidiary or affiliate of Citibank Singapore
Limited or that Citigroup Organisation shall be responsible for
the payment of such obligations due to restrictions (including
force majeure) beyond the control of such branch which prevent
it from fulfilling its obligations under any transaction. In this
context, “restrictions” shall not include restrictions on payment
directly due to liquidation or insolvency.
21.4 I understand and agree that you may effect transactions for me
through the agency of and/or with a counterparty which is a
Citigroup Organisation or a person otherwise associated with
you even if a conflict of interest may arise. I also understand and
agree that you may effect transactions which you have a direct
or indirect material interest.
21.5 You may hold positions for yourself or other customer(s) which
may not be consistent with my positions.
22. Indemnity
I will indemnify and hold you, your employees and your nominees
or agents harmless promptly on a reasonable basis against all
acts, omissions, negligence, claims, proceedings, demands,
losses (direct or consequential), costs and expenses (including
all duties, taxes or other levies and legal fees) and other Liabilities
incurred or suffered by you (excluding taxation on your profits)
as a result of any default in repayment of my Liabilities or in
connection with the execution, performance or enforcement of
these Terms and Conditions or any other agreement including:-
(a) the operation of any of my Account(s) or the provision of
investment, any Contract, Charge Document, Agreement,
Credit Facility(ies), safekeeping or other services to me, in
particular but without limitation the Citibank Online, secure
e-mail service, Telephone Banking service, and Facsimile
Banking service;
(b) your lodging on my behalf scrip-based Securities for
scripless conversion;
(c) any loss arising from fluctuations in the relevant money or
securities market except where arising directly from your
gross negligence, wilful default or fraud;
(d) your crediting the Account(s) on my instructions with the
Singapore dollar equivalent of any foreign currency deposit;
(e) the enforcement, presentation and protection of your rights
under or in connection with these Term and Conditions,
any Contract, Charge Document, Agreement, Credit
Facility(ies), any other agreement and/or the Account(s);
(f) exercising your rights of sale, close-out, set-off, recovering
payment or taking other enforcement proceedings;
(g) your using any system or means of transmission,
communication, transportation or otherwise in carrying out
my instructions which results in the loss, delay, distortion
or duplication of such instructions;
(h) any breach of trust or other fiduciary obligation binding on
me;
(i) your acting or omitting to act on the basis of any information
or instructions (whether oral or written) given by me or by any
person(s) purporting to be my attorney, where you believed
in good faith after making reasonable enquiries that the
information or instructions (whether oral or written) were
given in excess of powers vested in me or the person(s)
purporting to be my attorney, or your omitting to act on the
basis of such instructions or information where you in good
faith believed that your so acting would result in a breach of
any duty imposed on you;
(j) your acting in good faith or omitting in good faith to
act (after making reasonable enquiries) on any oral or
written instructions (including facsimile, telephone,
telex and electronic mail instructions and instructions
for outward remittances) given or purported to be given
by me regardless of the circumstances prevailing at the
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time of such instructions or the nature of the transaction
and notwithstanding any error, misunderstanding,
fraud, forgery or lack of clarity in the giving, receipt or the
contents of such instructions, including but not limited to
instructions given or purported to be given by me to you
pursuant to (i) my use of the Telephone Banking service, (ii)
my use of the Facsimile Banking service, (iii) the Citibank
Online, (iv) the secure e-mail service through Citibank
Online;
(k) my failure to pay or repay you on demand any sum due to
you (including all interest accrued thereon);
(l) any loss suffered by you due to any change in the existing
laws, regulations or governmental directives relating to
any provision of these Terms and Conditions any Contract,
Charge Document, Agreement, Credit Facility(ies), or any
other Agreement;
(m) the collection of any check, bill, note, draft, dividend,
warrant or other instrument which I present for collection,
or the guaranteeing of any endorsement or discharge on the
same in connection with the Account(s) or any transaction
thereunder;
(n) in the event that any sum due from me under any Credit
Facility, Contract or any order or judgment given or made
in relation thereto, has to be converted from the currency
in which the same is payable under such Credit Facility or
under such order or judgment (the “First Currency) into
another currency (the “Second Currency), any loss suffered
by you as a result of any discrepancy between (i) the rate
of exchange used to convert the sum in question from the
First Currency into the Second Currency, and (ii) the rate or
rates of exchange at which you may, in the ordinary course
of business, purchase the First Currency with the Second
Currency upon receipt of a sum paid to you in satisfaction,
in whole or in part, of any obligation hereunder. For the
purpose of this paragraph, “rate of exchange” means the
rate at which the person concerned is able, on the relevant
date, to purchase the First Currency in Singapore with the
Second Currency;
(o) me not having sufficient funds in the Account(s) to make
any payment or transfers or my inability to perform any
transaction due to limits set by you from time to time;
(p) any loss or damages arising from the access of any
information by third parties (including the police, courts,
central bank) if you receive official orders from them, and/
or cross-border information sharing;
(q) any lack of information or failure by me to provide timely,
clear, accurate, necessary and complete information;
(r) my breach of any one or more provisions of these Terms and
Conditions, any Contract, Charge Document, Agreement,
Credit Facility(ies), or any other Agreement.
23. Set-Off, Security Rights and Rights of Debit
23.1 The time and other cash deposits, Securities and other assets
in my Account(s) will serve as collateral for my Outstanding
Indebtedness to you.
23.2 You are entitled to combine and consolidate all my Account(s)
(regardless of the type or nature of the Account(s) and whether
held jointly by me or any one of us with any other person(s)) and
to set off any amount standing to the credit of any Account(s)
(whether matured or not, or whether there are any special
conditions relating to any account which have not been
satisfied) against my Outstanding Indebtedness, obligations,
and indebtedness owed by any one of us to you (whether actual
or contingent, liquidated or unliquidated, primary or collateral,
several or joint). This applies irrespective of the currency or
currencies in which the Account(s) is/are denominated and for
such purpose, you shall be authorized to effect any necessary
conversions at your prevailing exchange rate(s).
23.3 If I do not or am unable to pay or repay any sum demanded
by you or any of my Accounts are threatened by insolvency
proceedings or by any claims by third parties, I authorise you,
without prior notice to me, to realise at any time (whether at or
prior to maturity) any of my time or cash deposits, Securities and
other assets in my Account(s).
23.4 Any credit balance on my Account(s) including accounts with
the overseas branches and subsidiaries of Citibank, N.A. and
any Citigroup Organisation may be applied in satisfaction of
any sum then due and payable in respect of my Outstanding
Indebtedness. You are authorised to purchase with such monies
any other currencies to effect such application using the rate of
exchange at the date of set-off.
You shall not be obliged to exercise any of your rights under this
paragraph, which shall be without prejudice to and in addition
to any right of set-off, combination of accounts, lien, or other
right to which you are at any time otherwise entitled (whether
by operation of law, contract or otherwise). You shall also be
entitled to debit any of my Account(s) for outstanding interest(s)
or charge(s) incurred by you in the entering into of any Contract
or in the extension and use of Credit Facilities.
23.5 This security shall be a continuing security for the discharge in
full of my Outstanding Indebtedness that may now or hereafter
be payable to you. It shall not prejudice any other security or
rights which you may have.
23.6 In the case of Joint Account(s), you may set-off the Liabilities of
any Joint Account holder to you on any account in any overseas
branches or subsidiaries of Citibank, N.A. or any Citigroup
Organisation, whether as borrower, surety or otherwise against
the credit balance in the Joint Account(s) where the said sums
have been incurred by only one or some but not all of the Joint
Account holders, your rights under the preceding paragraph
shall also where the Joint Account is operated with a single
signing authority extend to credit balances to which each Joint
Account holder is singly or jointly entitled. For the avoidance of
doubt, where the Joint Account is operated with a single signing
authority, each of the Joint Account holders agrees that you
may set-off, combine, consolidate, retain, appropriate, apply
or otherwise utilise all or any amount in any of the Relevant
Account(s) against all or any Liabilities of such Joint Account
holders.
23.7 Notwithstanding any netting, off-setting, exchange, liquidation
or closing out of obligations under these Terms and Conditions,
I agree to pay to you upon your demand and indemnify you for
any amount owing to you in connection with any position which
would have been off-set under these Terms and Conditions,
but for any act, omission or insolvency on the part of any
counterparty to or broker or agent in respect of, any of the
relevant Contract.
23.8 You shall be entitled at any time and without notice to me, to
perform any of the following:
(a) appropriate, debit, earmark (including earmarking amounts
expected to be credited to the Account(s)) or withhold
such amounts from the balance(s) in the Account(s), that
a Citigroup Organisation confirms to you as owing to it
pursuant to any agreed terms between me and it, to pay
and discharge all or part of my liabilities to such Citigroup
Organisation;
(b) debit any sum from any of the Accounts where you are
notified of or you reasonably determine that the sum has
been credited into any of the Accounts due to a mistake,
error or omission; and/or
(c) debit from any of the Accounts any sum or prevent the
credit of any sum to any of the Accounts, and deal with the
sum as you reasonably deem fit, if you: (i) are notified of or
in good faith suspect that an Account has been used for
unlawful purposes; or (ii) deem it necessary or appropriate
in good faith to comply with applicable laws, regulations,
notices, requests or directives issued by any government or
regulatory body.
24. Citibanks Payment Obligations
24.1 If in your opinion it would be contrary for you to make any
payment obligation to us as a result of restrictions on currency
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convertibility, transferability, requisitions, government acts,
orders, decrees and regulations, involuntary transfers, distraint
of any character, exercise of military or usurped powers, acts of
war or civil strife, monetary union or exchange or other similar
causes beyond your reasonable control, you shall be deemed to
have satisfied such payment obligation by making payment in an
equivalent amount in any other currency as you reasonably deem
fit at your prevailing rates of exchange and/or in an Alternative
Financial Instrument as you may determine in your sole discretion.
In particular, following European Monetary Union, payment
obligations denominated in an affected European currency or
calculated by reference to rates applicable to an affected European
currency shall be discharged or calculated as the case may be as
if such affected European currency were the Euro.
24.2 Each party will make each payment of the amounts or delivery
of the assets as specified in each Confirmation and read in
conjunction with the Agreement on the Settlement Date.
However, you shall not be obliged to pay any amount or deliver
any asset under any Contract, including any expenses, costs and
fees involved in effecting such delivery, until I have duly delivered
to you any amount due and payable by me or any asset due to be
delivered by me on or before that date.
24.3 Your obligation to pay any amount and to deliver any assets due
under paragraph 24.2 is subject to (i) the condition precedent that
no occurrence or condition which constitutes (or which with the
passage of time or the giving of notice or both would constitute) a
Special Circumstance has occurred and is continuing; and (ii) each
other applicable condition precedent specified in the Agreement.
24.4 The amounts payable under the Account(s) shall be payable only
on the maturity date specified in the Confirmation(s) for each of
the Account(s) and I shall only withdraw the amount payable on
the said date. Interest on an Account or any renewed Account
shall be paid at your rate prevailing on the date of placement or
renewal (as the case may be) calculated and credited on such basis
and in accordance with such formula as you may select at your
reasonable discretion, subject to the specific terms of the relevant
Account provided that you shall not be obliged to pay any such
interest if I breach any warranty, declaration, term or condition
contained in the Agreement.
24.5 Unless you receive instructions at least two (2) Business Days
prior to the maturity of an Account and each successive maturity
thereof, the Account and all accrued interest may at your discretion
automatically be placed in the Account or otherwise renewed for
such tenor(s) and in such currency(ies) as you may reasonably
determine or select, subject to these Terms and Conditions. You
reserve the right not to accept or renew any Account.
25. Tax
25.1 I agree that you, any Citigroup Organisation or Third Party Service
Provider may withhold or deduct any Collected Amount which is
required to be withheld or deducted to comply with any Law or
Regulation from any payment to me, or to or from an Account. Any
Collected Amount shall be timely paid to the relevant Authority
in accordance with the relevant requirement. You will notify me
of any Collected Amount as soon as reasonably practicable. I
acknowledge that you will not be required to reimburse me for
any amount withheld or deducted by a Payment Infrastructure
Provider. Further, to the extent you or any Citigroup Organisation
or Third Party Service Provider pays or has paid from its own funds
or is or will become required to make a payment to an Authority
in respect of an amount that should have been, but was not, a
Collected Amount, I will indemnify you for such payment, plus
any interest and penalties thereon. I understand and agree that
you are not required to contest any demand made by an Authority
for such payment.
25.2 I agree that you, acting reasonably and in good faith, shall
determine the status of any transaction as an 871(m) Transaction
and the amount of any Indemnified 871(m) Taxes. To the extent
required by applicable law, you will notify me if you determine that
I have entered into an 871(m) Transaction.
25.3 I agree to promptly provide you with all information, certifications
and documents relating to any 871(m) Transaction or my tax status
or situation, in each case, as may be requested by you in order
for you to comply with your legal and regulatory obligations or
to determine the proper tax treatment in respect of any 871(m)
Transaction. I understand and acknowledge that the requested
information and documents may relate to transactions that I
have entered into, or will enter into, with persons other than
you. Except as required by applicable law, you may rely upon
the information that I provide, and I am responsible for any
omissions from, or errors in, the information that I provide.
25.4 With respect to accounts, products and services in connection
with the purchase, holding or custody of any derivative products,
Structured Notes, convertible bonds, market-linked instruments,
warrants or rights, all 871(m) Transactions will be considered
Ineligible Transactions. You intend that you will not enter into and
will reject any instructions or requests to hold, carry or accept a
transfer of any Ineligible Transaction.
25.5 I agree not to enter into any transaction or series or combination
of transactions which, based on my knowledge or understanding,
may constitute an Ineligible Transaction, using any Services. In
addition, I undertake to promptly notify you if I become aware
that a transaction or such series or combination of transactions
is or may be deemed to be an Ineligible Transaction and to instruct
any third party not to transfer or settle Ineligible Transactions into
my Account.
25.6 If you determine, acting reasonably and in good faith, that you
have entered into, hold, carry or have accepted transfer of an
Ineligible Transaction for me or on my behalf, you may at any
time, without notice (except to the extent required by applicable
law), terminate or otherwise dispose of the Ineligible Transaction
without liability and at my cost and expense and take any action,
exercise any rights or satisfy any liabilities arising in respect of the
Ineligible Transaction as you may deem advisable or expedient. I
understand and acknowledge that there is no assurance that you
will be able to effect such termination or disposal in a manner
that will avoid an obligation for me to pay Tax Amounts in respect
of an Ineligible Transaction.
25.7 I will be solely responsible for all Tax Amounts that may be
paid, withheld or deducted by you in connection with an
Ineligible Transaction and, to the extent required or permitted by
applicable law, I authorize you to pay, withhold or deduct such
Tax Amounts including by (a) withholding cash from amounts
that you would otherwise pay to me, (b) deducting cash from
any of my Account(s), and (c) selling, on my behalf, any property
or assets carried in my Account(s), in order to pay Tax Amounts,
and to the extent that the foregoing sources are unavailable or
insufficient to satisfy any such Tax Amounts, I agree to pay to
you, upon demand, the remaining unsatisfied Tax Amounts. I
acknowledge that Tax Amounts may be due with respect to an
871(m) Transaction even where (a) there is no corresponding
payment of cash to me or (b) there is a payment of cash by
me to another person. I acknowledge and agree that I will be
responsible for determining and paying any Tax Amounts not
paid by you and for filing all required tax and information returns
in connection with the Ineligible Transaction.
25.8 I understand and acknowledge that notwithstanding any other
provisions to the contrary, you do not have any obligation to
(a) determine or pay any Tax Amount on my behalf,
(b) reclaim, or contest any demand for, the payment of any Tax
Amount or
(c) inquire as to the correctness of any determination by other
parties regarding the status of any transaction as an 871(m)
Transaction.
25.9 I agree to indemnify you for the full amount of any Indemnified
871(m) Taxes, whether or not they are correctly assessed,
including by increasing each payment that I make to you by the
amount necessary so that after making all required deductions
(including deductions applicable to additional sums payable
under this paragraph) you receive an amount equal to the sum
you would have received had no such deductions been made. In
addition, within 30 days of paying the relevant taxing authority, I
agree to provide you with an original or certified copy of a receipt
or other evidence sufficient in form and substance satisfactory
to you of such payment.
25.10 I agree to promptly indemnify, defend and hold you harmless
against any actions, claims, damages, losses, costs and
expenses (including the cost of retaining legal or other advisory
services), taxes (including any Tax Amounts) and any interest,
penalties or other sums in respect thereof and any other
16
demands or liabilities of whatsoever nature or description
that you may incur or sustain in connection with an Ineligible
Transaction, except to the extent of your own gross negligence
or willful misconduct.
25.11 I agree that I will be solely responsible for all investment decisions
that I make, including in cases where you have provided me
with investment advice, information or recommendations with
respect to a transaction that is determined to be an Ineligible
Transaction. You will not be liable in relation to such advice,
information or recommendations and give no representation,
warranty or guarantee as to the tax consequences of any
transaction.
25.12 I understand and acknowledge that the restrictions on Ineligible
Transactions described herein are imposed for the benefit of you
and your agents. Any rights conferred upon you herein shall be
in addition to and not in limitation of any of your rights under
these Terms and Conditions or any other agreement, document
or instrument or arrangement between you and I.
25.13 I acknowledge that withholding tax for income received from all
markets will be held at the domestic rate. Where my jurisdiction
of tax residence has a double tax treaty with a jurisdiction where
tax is withheld, I acknowledge that I will consult my own tax
advisers to assess how my personal tax position is affected.
25.14 If I have any questions about my tax position as a result of
opening an Account or effecting any transaction on the Account,
I understand that I should engage an independent tax adviser
as I consider appropriate.
25.15 The provisions contained herein shall survive the termination of
these Terms and Conditions.
26. Application of other Terms
Where Services or Products are made available on separate
terms, those terms shall be read in conjunction with these Terms
and Conditions. In the event of any conflict the specific terms
applicable to the relevant Services or Products shall prevail.
Duties under the E-Payment User Protection Guidelines
(a) I agree to observe the duties imposed on me under the
E-Payments User Protection Guidelines (“Guidelines”)
issued by the Monetary Authority of Singapore in connection
with my Account, which include:
(i) providing updated and accurate account contact
details for you to send me Citi Alerts in accordance with
my alert preferences;
(ii) enabling and monitoring Citi Alerts. In this regard, the
Guidelines state that “it is [my] responsibility to enable
transaction notification alerts, to opt to receive all
transaction notifications for all outgoing transactions
of (any amount) made from my Account, and to monitor
the transaction notifications sent to me;
(iii) (aa) not voluntarily disclosing my Account access codes
to a third party (except as instructed by you), (bb) not
disclosing my Account access codes in a recognizable
way, and (cc) not keeping a record of my Account access
codes in a way that allows a third party to easily misuse
the access code;
(iv) protecting my login credentials to my Accounts, where
login credentials include my login ID, access code, PIN/
password, OTP or other credentials that are used to
authenticate my identity;
(v) where I use a device to access my Account, I should
(aa) update the device’s browser to the latest version
available; (bb) patch the device’s operating systems
with regular security updates provided by the operating
system provider; (cc) install and maintain the latest
antivirus software on the device, where applicable and
(dd) use strong passwords, such as a mixture of letters,
numbers and symbols;
(vi) report unauthorized transactions to you (via the
available reporting channels) as soon as practicable
after receipt of any Citi Alert for any unauthorized
transaction. Where such reporting is delayed, to provide
you with reasons for the delayed report;
(vii) provide you with information, upon your request, on
any unauthorized transactions within a reasonable
time; and
(viii) make a police report if requested by you in order to
facilitate your claims investigation process.
(b) I acknowledge that:
(i) you will send Citi Alerts to me via email and/or sms to
an email address and/or mobile number as provided
by me (according to my alerts preferences);
(ii) Citi Alerts will be sent real time, but I understand that
my receipt of Citi Alerts is subject to other conditions
not within your control including whether my internet
and/or mobile phone operator is able to support the
service;
(iii) Citi Alerts will contain information which would allow
me to identify the transaction as being an authorized
transaction or unauthorized transaction;
(iv) where a transaction is effected by way of internet
banking, any mobile phone application or device
arranged for by you for payment transactions, you will
provide an onscreen opportunity for me to confirm the
payment transaction and recipient credentials before
you execute any authorized payment transaction;
(v) I should report unauthorized or erroneous transactions
to your telephone banking service;
(vi) if a claim made by me in relation to any unauthorized
transaction is assessed by you to fall within the scope
of section 5 of the Guidelines, you will resolve such
claim in accordance with the liability framework set
out in section 5 of the Guidelines. If you assess the
claim to fall outside the scope of section 5 of the
Guidelines, you will resolve such a claim in a fair and
reasonable manner, including communicating the
claim resolution process and assessment to me in a
timely and transparent manner.
(c) As a responsible financial institution, you will observe
your duties under the Guidelines and in the event of any
inconsistency between the terms and conditions of this
agreement and the Guidelines, the Guidelines will prevail.
For the avoidance of doubt, the liability apportionment
set out in section 5 of the Guidelines do not apply to
transactions on debit cards issued by you in respect of my
Account. Section 5 of the Guidelines sets out the following
liability framework for unauthorized transactions:
(i) I am liable for the actual loss arising from an
unauthorized transaction where my recklessness was
the primary cause of the loss. Recklessness includes
the situation where I did not comply with the duties
set out in Clause 26(b) above and Section 3 of the
Guidelines. The actual loss that I am liable for in this
Clause 26(c)(i) is capped at any applicable transaction
limit or daily payment limit that you and I have agreed
to.
(ii) I will not be liable for any loss arising from an
unauthorized transaction if the loss arises from any
action or omission by you and does not arise from any
failure by me to comply with any of the duties set out
in Clause 26(b) above and Section 3 of the Guidelines.
(iii) I will not be liable for any loss arising from an
unauthorized transaction that does not exceed $1,000
if the loss arises from any action or omission by any
third party (other than you, your employees, your
agents, or your outsourcing providers providing your
services through my Account) and the loss does not
arise from my failure to comply with the duties set out
in Clause 26(b) above and Section 3 of the Guidelines.
The liability for losses set out in this Clause 26(c) shall
apply jointly to each account holder in a joint account.
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For the purposes of clause 26(b) and (c):
(A) “unauthorized transaction” in relation to my Account, means
any payment transaction initiated by any person without my actual
or imputed knowledge and implied or express consent. For the
avoidance of doubt, where I knew of and consented to a payment
transaction, such a transaction is not an unauthorized transaction,
notwithstanding that I may not have consented to the payment
transaction; and
(B) “payment transaction” means an act, initiated by the payer or
payee, of placing, transferring or withdrawing money, irrespective
of any underlying obligations between the payer or payee, where the
act is initiated through electronic means and where money is received
through electronic means, and includes:
(i) the placing, transferring or withdrawing of money for
the purposes of making payment for goods or services;
and
(ii) the placing, transferring or withdrawing of money for
any other purpose.
SERVICES
1. Telephone Banking Service
1.1 I shall be allocated a Telephone Personal Identification Number
(T-PIN”) which you shall notify to me.I shall not reveal my T-PIN
to any other party and shall take all steps to prevent discovery
of my T-PIN by any other party. In the event that my T-PIN is
disclosed or discovered by any other party, I shall immediately
change my T-PIN. I authorize you to follow all oral instructions
from me when identified by my correct CIN as printed on my
Citibank ATM/Debit Card and T-PIN and you shall not be liable
for acting upon such instructions in good faith.
1.2 You are authorised from time to time to accept oral instructions
from me or purporting to be from me, requesting additional
products and services to be made available to me. A statement
by you verifying your receipt of such a request shall constitute
conclusive evidence of such request unless disputed by me
within twenty one (21) days of the date of your verification advice,
except in the case of manifest or clerical error.
1.3 I consent to your recording of my telephone calls with you to
provide a record of instructions and I further consent that this
service will be extended to me in accordance with these Terms
and Conditions or such other Terms and Conditions which you
may notify me from time to time.
1.4 Instructions received through the Telephone Banking service
after 3.00 pm will processed the following Business Day.
Without prejudice to the generality of the section in these
Terms and Conditions entitled “Application Acceptance and
Customer Instructions”, you shall be entitled to require written
confirmation on my oral instructions (even where identified by
my CIN and T-PIN) and you may in your reasonable discretion
and without notice refuse to act on such oral instructions until
you receive such written confirmation satisfactory to you.
1.5 I may change my T-PIN from time to time, such instructions
to be identified by my CIN and T-PIN. You shall be entitled at
your absolute discretion to reject any number selected by me
as my substitute T-PIN without giving any reason therefor. You
will confirm or reject (as the case may be) my substitute T-PIN
either orally or electronically. My substitute T-PIN, if confirmed
by you, shall take effect from the time of such confirmation and
my use thereof shall be governed by this section. When selecting
a substitute T-PIN, I shall refrain from selecting any series of
consecutive or same or similar numbers or any series of numbers
which may easily be ascertainable or identifiable with me.
1.6 You shall be entitled at your absolute discretion to cancel the
use of my T-PIN and/or withdraw or vary this service (whether in
whole or in part) at any time with reasonable notice and without
giving any reason therefor.
2. Facsimile Banking Service
2.1 This service, if requested by me and permitted by you, shall
enable me to effect the operation of my Account(s), transactions,
dealings governed by the Terms and Conditions entitled
Investment Services Agreement or any other agreement via the
facsimile machine.
2.2 You may rely and act upon my instructions given via this service,
and such instructions so given shall be valid and binding on
me. I shall in all circumstances accept full responsibility for all
transactions and instructions effected under this service and all
the risks associated therewith.
2.3 You shall be entitled to verify my or my Authorised Signatory(ies)
instructions via the telephone or any other means given via this
service.
2.4 I shall fully indemnify you and hold you harmless on a reasonable
basis from and against all losses or proceedings whatsoever
arising out of or in connection with the provision of this service
to me, including without limitation any error, inaccuracy,
incompleteness or ambiguity in the instructions given by me
and/or my Authorised Signatory(ies) or any delay or failure in
any transmission or communication facilities (except for cases
arising out of your gross negligence, wilful default or fraud).
2.5 You shall not be liable for any loss or Liability whatsoever
arising out of or in connection with your taking instructions
from me and/or my Authorised Signatory(ies) via this service in
accordance with your prescribed verification procedure at that
time and acting upon them in good faith or any delay or failure in
any transmission or communication facilities (except for cases
arising out of your gross negligence, wilful default or fraud).
2.6 You may at your reasonable discretion and at any time with
reasonable notice (a) impose a fee for my use of this service; and
(b) modify, restrict, withdraw or suspend this service without
giving any reason therefor (save where suspension is required by
law in which case you may immediately do so without notice),
and you shall not be liable to me for any loss or damage I may
suffer as a result thereof.
3. Citibank ATM/Debit Card
3.1 You may send me my Citibank ATM/Debit Card by ordinary post
to the address you have on record for me. In the event I fail to
receive the card and unauthorized transactions occur on the
Account(s), I will not be liable for the balances arising therefrom
provided I have not acted fraudulently or negligently. You are not
liable for any loss or damage which I may suffer if I fail to receive
the Citibank ATM/Debit Card.
3.2 I must immediately sign on the Citibank ATM/Debit Card when
I receive it.
3.3 Regardless of any provision contained in these Terms and
Conditions (including any amendment to, addition to, or deletion
of these Terms and Conditions), if I do not agree to any provision
in these Terms and Conditions, I must not sign on, retain or use
the Citibank ATM/Debit Card, and shall return the Citibank ATM/
Debit Card cut in halves to you immediately. I am deemed to have
accepted and agreed to these Terms and Conditions (including
any amendment to, addition to, or deletion of these Terms and
Conditions) without reservation if I sign on, retain or use the
Citibank ATM/Debit Card.
3.4 The Citibank ATM/Debit Card remains your property at all times.
I must immediately return my Citibank ATM/Debit Card to you
upon your request which you may make at any time in your
absolute discretion, or if I no longer require the service.
3.5 My Citibank ATM/Debit Card may be used for the following
purposes:
(a) to obtain Cash Withdrawals;
(b) to carry out Citibank ATM/Debit Card Transactions, if I have
a Citibank ATM/Debit Card with the requisite functionality;
and/or
(c) such other purpose as may be specified by you and
communicated to me from time to time.
3.6 Where I have a Citibank ATM/Debit Card which allows me to
make Citibank ATM/Debit Card Transactions under these Terms
and Conditions:
(a) if I use my Citibank ATM/Debit Card to purchase goods or
18
services by instalments or to make payments on a recurring
basis, I thereby authorize you to pay such instalments for
me as they become due and debit the amount paid by you
from the Designated Account or any other Account; and
(b) if my right to use my Citibank ATM/Debit Card is suspended
or the Designated Account is closed, you may at your
option and without prejudice to any of your rights and
remedies, stop paying the said instalments for me, or
debit the aggregate sum of the remaining instalments to
the Designated Account or any other Account or require
me to pay the same forthwith. I also agree to be bound by
any other specific terms and conditions governing such
recurring/instalment payment scheme. In the event of
conflict, such specific terms and conditions are to prevail
over the provisions of this paragraph 3.6 but only to the
extent necessary to give full effect to those terms and
conditions.
3.7 Where my Citibank ATM/Debit Card has the requisite Mastercard
functionality, I acknowledge and accept that if I choose to
make a Citibank ATM/Debit Card Transaction payment via
the Mastercard Network, I will be bound by the relevant rules
governing such transactions including but not limited to
rules governing chargeback and dispute resolution. Where
my Citibank ATM/Debit Card has any other card network
functionality, I acknowledge and accept that if I choose to make
a Citibank ATM/Debit Card Transaction payment via such other
networks, I will be subject to such limits on the Citibank ATM/
Debit Card Transaction amount as prescribed by such networks
or you and bound by the rules of such network governing such
transactions including but not limited to rules governing dispute
resolution.
3.8 I further acknowledge and accept that the privileges, rewards
and/or services would differ depending on which network
I choose to make a Citibank ATM/Debit Card Transaction
payment.
3.9 Unless otherwise notified in writing by you, my Citibank ATM/
Debit Card comes with a daily Point of Sale limit that is set
at S$2,000. This limit is shared between signature-based,
contactless payments (e.g. Mastercard
®
Contactless and
payments made using digital wallets) and Card Not Present
Transactions. I may choose to increase/decrease this limit upon
activation of my Citibank ATM/Debit Card. Notwithstanding the
limit that I set, the limit on my Citibank ATM/Debit Card will
remain subject to my available bank balance.
3.10 Where my Citibank ATM/Debit Card has MasterCard functionality
enabled, I acknowledge and accept that the Citibank ATM/Debit
Card carries risk of unauthorized signature-based, contactless
payments (e.g. Mastercard
®
Contactless and other payments
made using digital wallets) or Card Not Present Transactions.
3.11 Double Swiping is a term used to describe the act of a second
swipe of a payment card at a Point-of-Sale terminal after the
first swipe to obtain initial authorization from the bank. The
second swipe effectively exposes my Citibank ATM/Debit Card’s
magnetic stripe full track data to compromise. I acknowledge
and accept that double swiping the magnetic stripe of my
Citibank Debit Card on Point-of-Sale readers or electronic cash
registers increases the risk of skimming and/or cloning and hence
the theft of my sensitive payment card data.
3.12 Where my Citibank ATM/Debit Card incorporates the
Mastercard® contactless feature (“Mastercard Contactless
Card”), I acknowledge that the Mastercard Contactless
Card may be utilized for goods and services for amounts not
exceeding S$100 per transaction, or such amounts which
you may specify from time to time, by tapping or waving the
Mastercard Contactless Card at a Mastercard Contactless
reader/terminal without requiring any signature, ATM-PIN, or
other authentication on my part.
3.13 By accepting my Citibank ATM/Debit Card and using it in any
manner whatsoever (including using it in the conventional
manner of swiping the same at a magnetic strip reader or at a
chip reader or otherwise), I acknowledge to use the Citibank
ATM/Debit Card in accordance with and agree to be bound by
the terms and conditions contained herein.
3.14 The Citibank ATM/Debit Card is not transferable and may only be
used by the person to whom you issue the Citibank ATM/Debit
Card and whose name is embossed on the Citibank ATM/Debit
Card.
3.15 Upon my request to utilize the ATM function of the Citibank
ATM/Debit Card, you may in your absolute discretion issue an
ATM-PIN to me and the ATM-PIN may be sent to me by ordinary
post at my sole risk to the address you have on record for me.
I must not disclose my ATM-PIN to any person and must take
all care to prevent the ATM-PIN from being disclosed to any
other person. In the event that my ATM-PIN is disclosed to or
discovered by any other party, I shall immediately change my
ATM-PIN. I may change my ATM-PIN from time to time, and
you shall be entitled to reject any number selected by me as my
substitute ATM-PIN without giving any reason therefore. You are
entitled at your reasonable discretion to change or terminate my
use of the ATM-PIN at any time without giving me any reason
with reasonable notice.
3.16 I shall accept full responsibility for all transactions executed
with my Citibank ATM/Debit Card and effected by the use of
my ATM-PIN (except in the case of your gross negligence, wilful
default or fraud). You may debit my Account(s) with the amount
of any withdrawal or transfer in accordance with your record of
transactions.
3.17 In addition to the interests, charges and fees which you may
levy in connection with my Account(s), I agree to pay such other
interests, charges and fees at such rates and amounts and on
such basis as you may at your reasonable discretion prescribe
from time to time with reasonable notice to me in connection
with the issuance and/or use of my Citibank ATM/Debit Card.
3.18 All fees referred to in paragraph 3.17 above shall not in any event
be refundable. You may debit the amount of all fees, charges,
taxes and other amounts payable by me in connection with these
Terms and Conditions to such.
3.19 In the event that my Account (or any of them) is maintained
jointly for me and one or more other persons (referred to as “Joint
Account Holder” for the purpose of this condition):
(a) you may at your reasonable discretion issue any Citibank
ATM/Debit Card to each Joint Account Holder without
reference or notice to me (and such Citibank ATM/Debit
Card may or may not come with the functionality enabling
Citibank ATM/Debit Card Transactions, as you consider
appropriate);
(b) all references to “me” and “I” shall where the context allows
include each and every Joint Account Holder in whose name
the Account is maintained;
(c) I, together with each and every Joint Account Holder, shall be
jointly and severally bound to observe, comply and perform
the duties and obligations in these Terms and Conditions;
(d) you shall be entitled to make arrangements with or release
any of the Joint Account Holders without thereby affecting
in any way the obligations or continued Liability of any other
of them;
(e) my Liabilities shall not be affected in any way by any dispute
or counterclaim or right of set-off which the Joint Account
Holders may have against each other or by the discharge
of any one of them for any reason or by the invalidity or
unenforceability of any of these Terms and Conditions in
relation to any of the Joint Account Holders or by the death,
disability, mental incapacity or bankruptcy of any of the
Joint Account Holders;
(f) you shall be entitled to act or rely on any communication,
request or instruction given or purported to be given by
any Joint Account Holder (whether with or without my
knowledge or authority) and I shall be bound by such
communication, request or instruction; and
(g) any Account Statement or notice relating to the use of any
Citibank ATM/Debit Card or any facilities or benefits relating
to the Citibank ATM/Debit Card or any amendment to these
19
Terms and Conditions dispatched to any Joint Account
Holder shall be deemed to have been dispatched and
received by each and every Joint Account Holder (including
myself) at the time when that Joint Account Holder receives
or is deemed to have received the same.
3.20 I must keep my Citibank ATM/Debit Card in a safe and secure
place and I must take all steps and precautions to prevent any
forgery, fraud, loss or theft in respect of or in relation to my
Citibank ATM/Debit Card, ATM-PIN, and CIN. I must ensure that
my ATM-PIN and/or my CIN are not disclosed to any third party
and ensure that my ATM-PIN is not kept with my Citibank ATM/
Debit Card.
3.21 In this respect, where I use the Citibank ATM/Debit Card with any
particular Equipment, and my acts or omissions in connection
with such Equipment have permitted, facilitated or resulted
in any Malware being deployed on such Equipment, and such
Malware has enabled forgery, fraud, loss or theft in respect of
or in relation to the card which is not due to any breach in your
security (such as through allowing a third party access to the
Citibank ATM/Debit Card), I shall be deemed not to have taken all
steps and precautions to prevent loss in respect of or in relation
to the card.
3.22 Other than use at ATMs, if I select to, I may use the Citibank
ATM/Debit Card in conjunction with other Equipment I have
selected. One example of such use is where I enter the number
of the Citibank ATM/Debit Card on a web site, without using
Equipment supported, controlled or managed by you. I must
not use the Citibank ATM/Debit Card with poorly configured or
inadequately maintained Equipment, as this may represent a
significant risk to both you and I.
3.23 I control use of the Citibank ATM/Debit Card through verification
of ATM-PIN or through another authentication mechanism.
Accordingly, where such Equipment permits a third party
sufficient access such that the third party is able to acquire my
ATM-PIN and otherwise satisfy your authentication mechanism
without any breach of your security, the third party may be able
to use the Citibank ATM/Debit Card as if they were me. In these
circumstances, there will be significant risks to both you and
I. Examples include use to carry out Cash Withdrawals, card
transactions and other functions as available from time to time,
which may include obtaining balance information or payment
details. I accept responsibility for all such risks where I use the
Citibank ATM/Debit Card with any Equipment other than an
ATM.
3.24 Where any of my Citibank ATM/Debit Card Transactions or the
adding/provisioning of my Citibank ATM/Debit Card into any
third party digital wallet has been authenticated by way of an OTP
sent to my registered mobile number with you or to my Citi Mobile
Token (where applicable) or by such other authentication methods
as allowed by Citibank, any transactions so authenticated will
be considered as authorised by me and I shall be liable for these
Citibank ATM/Debit Card Transactions and any Citibank ATM/
Debit Card Transactions made using the Citibank ATM/Debit
Card so added/provisioned in the third party digital wallet.
Accordingly, I agree to ensure that I will keep my OTP confidential
and not disclose my OTP to anyone. The Citibank ATM/Debit
Card Transactions referred to above include transactions at 3DS
merchants where “3DS” refers to the 3-Domain Secure protocol
which is used by banks to authenticate online card transactions.
Cardmembers can recognize the participating 3DS merchants by
the logo of the 3DS schemes such as Visas Verified-by-Visa and
MasterCard SecureCode.
3.25 Where I have stored my card-on-file with a merchant or
otherwise provided my Citibank ATM/Debit Card details to a
merchant for payment purposes (including recurring payments)
or where I have added my Citibank ATM/Debit Card details to any
digital checkout solution offered by a merchant/relevant card
association (including but not limited to Click to Pay) for payment
purposes, and my Citibank ATM/Debit Card details have been
tokenized by the relevant card association in connection with
the above, I acknowledge and agree that my Citibank ATM/Debit
Card can continue to be used for payment to such merchants in
accordance with my instructions to such merchants, even if my
Citibank ATM/Debit Card has been renewed/replaced close to
expiry or replaced due to it being damaged. Accordingly, I agree
to be liable for these Citibank ATM/Debit Card Transactions
notwithstanding any change in the expiry date of my Citibank
ATM/Debit Card. I acknowledge that I will need to check with
your merchant/digital checkout solution provider whether my
Citibank ATM/Debit Card details have been tokenized. If I do
not wish for my Citibank ATM/Debit Card to be charged by the
merchant as set out above, I will contact the relevant merchant/
digital checkout solution provider directly to remove my Citibank
ATM/Debit Card details.
3.26 If my Citibank ATM/Debit Card is lost, stolen or used by any other
person or my CIN or my ATM-PIN is disclosed to any other person,
I must:
(a) immediately notify you;
(b) immediately make a police report to the police of the country
where such loss, theft or disclosure occurred and/or furnish
to you a statutory declaration in such form as you will
specify and/or any other information you may require; and
(c) send you written confirmation of such loss, theft or
disclosure within three (3) days after I have given you notice
and made a police report.
3.27 I am liable for all Cash Withdrawals and Citibank ATM/Debit
Card Transactions, whether they are effected as a result of the
unauthorized use of the Citibank ATM/Debit Card, the ATM-PIN
and/or the CIN or otherwise. However, if you are satisfied that such
loss, theft or disclosure is not due to my negligence or default and
that I have fully complied with these Terms and Condition, you may
agree at your absolute discretion to waive entirely or limit such
amount determined by you from time to time, my Liability for all
unauthorized Citibank ATM Card Transactions made after your
receipt of my notification to you under paragraph 3.24, provided
that such waiver or limitation shall not apply to Cash Withdrawals.
3.28 If the lost or stolen Citibank ATM/Debit Card is recovered, I must
immediately return to you the Citibank ATM/Debit Card cut in
half without using it. I must not use the CIN and/or the ATM-PIN
after reporting to you that the CIN and/or ATM-PIN has been
disclosed to a third party.
3.29 You shall be entitled to treat any request via mail, telephone,
facsimile, internet or other means of communication to any
merchant for the supply of goods and/or services to be charged
to the Designated Account, whether made or authorized by me
and whether a sales draft or voucher, receipt, charge slip or any
other document is signed by me, or otherwise, as a valid Citibank
ATM/Debit Card Transaction and you may debit the Designated
Account with the amount of such Citibank ATM/Debit Card
Transaction.
3.30 You may, in your reasonable discretion, issue me a replacement
Citibank ATM/Debit Card or a new ATM-PIN upon such terms
and conditions as you may deem fit.
3.31 You may from time to time arrange for or procure benefits,
discounts, retail rebates or programmes in conjunction with the
use of my Citibank ATM/Debit Card. Such benefits, discounts,
retail rebates or programmes may be subject to such terms
and conditions and restrictions as you may notify me, and you
may withdraw any such benefit, discount, retail rebates or
programme at any time and with notice to me.
3.32 I will not hold you responsible for goods or services supplied by
any merchant (whether introduced by you to me or otherwise) or
the quality or performance of any goods or services pursuant to
or in relation to any Cash Withdrawal and/or Citibank ATM/Debit
Card Transaction. If I have any complaint against any merchant, I
shall resolve such dispute with the merchant; my Liability owing
to you will not be affected by such dispute or any counterclaim
or right of set-off which I may have against such merchant. My
rights under these Terms and Conditions are not to be assigned
or otherwise disposed of.
3.33 I will not hold you liable in any way and I will have no claims
against you if my Citibank ATM/Debit Card is not accepted or
honoured by any merchant, bank, financial institution or any
20
other person for any reason. This shall include any unsuccessful
withdrawal of funds or any failure by me to access my Account(s)
with my Citibank ATM/Debit Card anywhere. I shall not hold you
liable in any way for any transactions effected through the use
of the Citibank ATM/Debit Card.
3.34 Notwithstanding any other terms and conditions of these Terms
and Conditions, you are not liable to me for any loss, damage,
inconvenience, embarrassment, cost and expense of any nature
which in any way may be suffered or incurred by me or by any
other person in respect of or in connection with the use or
attempted use of my Citibank ATM/Debit Card, the CIN or ATM-
PIN and/or these Terms and Conditions (whether in Singapore
or elsewhere), including, without prejudice to the generality of
the foregoing, any repossession of the Citibank ATM/Debit Card
or any request for its return; any malfunction or failure of any
machine or system of authorization or transmission link or ATM;
any damage or loss of the Citibank ATM/Debit Card; and any
inability to retrieve any data or information that may be stored
in the Citibank ATM/Debit Card howsoever caused (except for
cases arising out of your gross negligence, wilful default or fraud).
3.35 I agree that you have the discretion to use such agents,
contractors and/or correspondents as you deem fit to carry out
or procure any of the matters or transactions governed by or
contemplated in these Terms and Conditions, and save where
expressly provided in these Terms and Conditions, you are not
liable to me for any act, omission, negligence or wilful default
on the part of such agents, contractors and/or correspondents.
3.36 Without prejudice to the generality of the foregoing, you may:
(a) impose a daily limit of such amount as you may determine
from time to time with notice to me on the maximum
aggregate amount that can be withdrawn or transferred
from the Account(s) using the Citibank ATM/Debit Card
during any day or other period; and
(b) impose an expiry date on the Citibank ATM/Debit Card
(without any obligation on your part to renew the Citibank
ATM/Debit Card on expiry).
3.37 I will indemnify you and hold you harmless on a reasonable basis
from and against any loss, damage, Liability, cost and expense
(including legal costs) which you may reasonably incur or suffer
as a result of or in connection with any use or attempted use of
my Citibank ATM/Debit Card, the CIN or ATM-PIN and/or these
Terms and Conditions (except for those arising out of your gross
negligence, wilful default, or fraud), including, without prejudice
to the generality of the foregoing:
(a) my breach of any of my obligations under these Terms and
Conditions;
(b) the actual or attempted enforcement or protection of any
of your rights and remedies against me; and/or
(c) any change in any law, regulation or official directive which
has an effect on the Citibank ATM/Debit Card and/or these
Terms and Conditions and the same may be debited from
any Account and/or shall be paid by me on demand.
3.38 You may at your discretion from time to time with reasonable
notice to or request from me make the Citibank ATM/Debit Card
service available for the operation of any Account(s) which may
be operated using the Citibank ATM/Debit Card.
3.39 I accept your record of transactions as conclusive and binding
for all purposes, but nothing herein shall preclude you from
correcting any error or omission made in your records from time
to time. Should I dispute any transaction, I understand that you
may at your absolute discretion initially credit my Account(s) or
not debit my Account(s) in relation to the disputed transaction.
However, you shall be entitled to debit my Account(s) at any
time thereafter should you be subsequently satisfied that it is
appropriate to do so.
3.40 I must not use or attempt to use my Citibank ATM/Debit Card to
effect any Citibank ATM/Debit Card Transaction or obtain any
Cash Withdrawal if:
(a) the amount of the Citibank ATM/Debit Card Transaction
or Cash Withdrawal exceeds the Available Balance in the
relevant Account;
(b) the ATM Limit would be exceeded if the Cash Withdrawal
is effected;
(c) the Daily Transaction Amount would exceed the Daily
Spending Limit if the Citibank ATM/Debit Card Transaction
is effected; or
(d) the Monthly Transaction Amount would exceed the Monthly
Spending Limit if the Citibank ATM/Debit Card Transaction
is effected.
You may also, at your discretion, refuse to authorize any Citibank
ATM/Debit Card Transaction or Cash Withdrawal that I wish to
effect even if such transaction would not cause my Monthly
Spending Limit or Daily Spending Limit to be exceeded.
3.41 If for any reason there is an Overdrawn Balance in any
Account, whether as a result of any Citibank ATM/Debit Card
Transaction and/ or Cash Withdrawal and whether with or
without your consent, I must immediately pay you the amount
of the Overdrawn Balance in such manner as you may in your
reasonable discretion direct and you may communicate this
direction to me by any reasonable means you deem fit.
3.42 You may assign a Held Balance for the purpose of any Citibank
ATM/Debit Card Transaction proposed to be effected on my
Citibank ATM/Debit Card. You may maintain any Held Balance
for such period as you consider appropriate.
3.43 You may at your reasonable discretion debit the Designated
Account with the amount of the Held Balance (or any part
thereof) whether or not such amount represents Citibank ATM/
Debit Card Transactions.
If you debit any amount to the Designated Account as aforesaid
and you subsequently determine that such amount (or any
part thereof) ought not be so debited, you will re-credit the
Designated Account with the appropriate sum free of any interest
(and if you have charged me any interest in respect of such sum,
you may at your reasonable discretion waive such interest).
3.44 Where my Citibank ATM/Debit Card is allowed by you to be
tagged to a foreign currency account permitted for use in any
and/or all foreign currency funds in the foreign currency account,
the Held Balance may be in foreign currency or Singapore dollar,
depending on the Citibank ATM/Debit Card Transaction.
3.45 Where my Citibank ATM/Debit Card is allowed by you to be
tagged to a foreign currency account permitted for use in
any and/or all foreign currency funds in the foreign currency
account, I may effect a Citibank ATM/Debit Card Transaction
only if there are sufficient funds in my foreign currency account.
Should that foreign currency account be insufficient to fully pay
for the Citibank ATM/Debit Card Transaction, you may at your
reasonable discretion choose to either:
(a) decline the Citibank ATM/Debit Card Transaction;
(b) redirect the transaction to my Designated Account; or
(c) debit the balance transaction amount from my Designated
Account and credit it into my foreign currency account.
Any currency conversion which may be necessary will be
effected at your prevailing exchange rate (inclusive of bank
spread).The Monthly Spending Limit or the Daily Spending
Limit (as the case may be, and referred to as “Spending
Limit” in this clause) will apply to all Citibank ATM/Debit
Card Transactions however effected.
3.46 The Monthly Spending Limit or the Daily Spending Limit (as the
case may be, and referred to as “Spending Limit” in this clause)
will apply to all Citibank ATM/Debit Card Transactions however
effected. The Spending Limit set will apply to both my spending
in Singapore dollar and foreign currency if my Card is allowed by
you to be tagged to a foreign currency account permitted for use
in any and/or all foreign currency funds in the foreign currency
account. Where the Spending Limit is to apply to transactions
made in both Singapore dollar and foreign currency, the available
Spending Limit shall be at the Singapore dollar equivalent to that
Singapore dollar and foreign currency at the prevailing exchange
rate on the day the spending in foreign currency is made.
3.47 Nothing in these Terms and Conditions shall limit your right to
debit the Designated Account or any other Account with the
21
amount of any transaction (including any interests, charges,
fees, costs and expenses) regardless of whether such amount
is equal to the amount of the Held Balance.
3.48 The use of my Citibank ATM/Debit Card shall be immediately
terminated if all Accounts are closed for any reason whatsoever.
3.49 My Citibank ATM/Debit Card may not be used to effect any
Citibank ATM/Debit Card Transaction once the Designated
Account is closed, even if my other Account(s) remain in force.
3.50 You may in your reasonable discretion, with notice but without
any liability to me, terminate the use of my Citibank ATM/Debit
Card or my right to use the Citibank ATM/Debit Card to effect
Citibank ATM/Debit Card Transactions and/or Cash Withdrawals
whether or not I am in default of these Terms and Conditions.
3.51 If the use of my Citibank ATM/Debit Card is terminated for any
reason whatsoever, I must return to you the Citibank ATM/Debit
Card cut in halves.
3.52 Your rights and remedies under these Terms and Conditions shall
not be determined, affected or prejudiced by my bankruptcy,
insanity, death or other legal disability, and I or my representative
shall be bound to immediately return to you the Citibank ATM/
Debit Card cut in halves.
3.53 My obligations and Liabilities under these Terms and Conditions
will continue notwithstanding any termination of the use
of my Citibank ATM/Debit Card for any reason. In addition,
notwithstanding the closure of any or all of the Accounts, I shall
remain liable for the amount of any and all Cash Withdrawals
and/or Citibank ATM/Debit Card Transactions effected
through the use of my Citibank ATM/Debit Card (including
all fees, interests and charges relating to such Citibank ATM/
Debit Card Transactions and/or Cash Withdrawals) whether or
not such Cash Withdrawals and/or Citibank ATM/Debit Card
Transactions were debited from the Account(s) prior to closure
and the provisions of these Terms and Conditions shall apply in
respect of all such Cash Withdrawals and Citibank ATM/Debit
Card Transactions.
3.54 Without prejudice to any of your rights and remedies, you are
entitled, at any time in your reasonable discretion and without
giving any reason or notice, to refuse to approve or authorise any
proposed:
(a) Cash Withdrawal notwithstanding that the amount of the
proposed Cash Withdrawal does not exceed the Available
Balance or the ATM Limit would not be exceeded if such
Cash Withdrawal is effected; and/or
(b) Citibank ATM/Debit Card Transaction notwithstanding
that the amount of the proposed Citibank ATM/Debit Card
Transactions does not exceed the Available Balance in the
Designated Account or the Monthly Transaction Amount
would not exceed the Monthly Spending Limit if such
Citibank ATM/Debit Card Transaction is effected.
3.55 Without prejudice to and notwithstanding the other provisions
of these Terms and Conditions, you may allow or approve any
Citibank ATM/Debit Card Transaction and/or Cash Withdrawal,
even if:
(a) the amount of the Cash Withdrawal and/or Citibank ATM/
Debit Card Transaction exceeds the Available Balance in
the relevant Account; and/or
(b) the Monthly Spending Limit would be exceeded, as the
case may be, and you may debit the Designated Account
(or any other Account) with any amount due from me to
you (whether in respect of any Cash Withdrawal and/or
Citibank ATM/Debit Card Transaction, interest, fee, charge
or otherwise) even if an Overdrawn Balance would result in
any Account from such debiting.
3.56 Notwithstanding and without prejudice to the other provisions of
these Terms and Conditions, you are entitled at any time in your
reasonable discretion without giving me any notice or reason,
whether or not I am in default of these Terms and Conditions,
to:
(a) suspend my right to use the Citibank ATM/Debit Card
entirely or in respect of specified facilities;
(b) increase or decrease the ATM Limit and/or the Monthly
Spending Limit;
(c) refuse to re-issue, renew or replace any Citibank ATM/Debit
Card; and/or
(d) introduce, amend, vary, restrict, suspend, terminate or
withdraw all or any of the benefits, services, facilities and
privileges in respect of or in connection with my Citibank
ATM/Debit Card and/or the use of my Citibank ATM/Debit
Card, whether specifically relating to me or generally to all
or specific card members, and you shall not be liable to me
for any loss or damage suffered by me as a result of such
suspension or termination (except for in the case of your
gross negligence or wilful default).
3.57 Where I am issued with a Citibank ATM/Debit Card, the CIN may
or may not coincide with the number of any Account. In addition,
you may at my request or at any time without incurring any
Liability or giving any reason, and upon giving me notice, change
my CIN and issue a replacement Citibank ATM/Debit Card, and
you may, where applicable, continue to debit all Citibank ATM/
Debit Card Transactions on my new Citibank ATM/Debit Card to
the Designated Account. You may also continue to debit all Cash
Withdrawals on my new Citibank ATM/Debit Card to the relevant
Account. If you have given me such notice, I must immediately
return to you my Citibank ATM/Debit Card cut in halves. In
addition, in the event that another account maintained by me
with you is designated with your consent as the “Designated
Account” for the use of my Citibank ATM/Debit Card in place
of the Designated Account, such account shall be regarded as
the Designated Account for the purpose of these Terms and
Conditions with effect from such date as you may notify me.
3.58 I consent to (i) the collection, storage, communication, processing
and identification of my account balance information by any
means necessary for Citibank to maintain appropriate transaction
and account records; (ii) the release and transmission to and the
retention by the ATM networks of details of the Account(s), ATM-
PIN, transaction information and other information to enable my
use of the Citibank ATM/Debit Card at an ATM or Point of Sale
(whether in Singapore or elsewhere); and (iii) the compliance
by such ATM networks with the laws and regulations governing
the disclosure of information to which they are subject, and I
will promptly execute such documents as you may request in
connection with my use of the Citibank ATM/Debit Card at an
ATM or Point of Sale.
3.59 If any Cash Withdrawal or Citibank ATM/Debit Card Transaction
(including online and overseas) is denominated in US dollars, it
will be converted into Singapore dollars. If any Cash Withdrawal
or Citibank ATM/Debit Card Transaction is denominated in
foreign currencies other than US dollars, it will be converted
into US dollars before being converted into Singapore dollars.
The currency conversion will take place on the date on which
the transaction is received and recorded by you and will
be based on your prevailing exchange rate or an exchange
rate determined by MasterCard, depending on whether the
conversion is performed by us or MasterCard. Cash Withdrawals
from non-Citibank branded ATMs and Citibank ATM/Debit Card
Transactions denominated in foreign currencies will be subject to
an administrative fee of up to 2.5% on the converted Singapore
dollar amount, or such other rate as determined by you and
notified to me.
3.60 Notwithstanding paragraph 3.57, if I have chosen to convert my
Cash Withdrawal from a non-Citibank branded ATM or Citibank
ATM/Debit Card Transaction denominated in foreign currencies
into Singapore dollars via dynamic currency conversion (a service
offered at certain overseas ATMs and merchants), I acknowledge
that the process of conversion and the exchange rates applied
will be determined by the relevant ATM operator, merchant
or dynamic currency conversion service provider, as the case
may be. Such Cash Withdrawals and Citibank ATM/Debit Card
Transactions will be subject to an administrative fee of up to
2.5% on the converted Singapore dollar amount, which includes
1% fee by Mastercard.
3.61 All Citibank ATM/Debit Card Transactions processed outside
22
Singapore (i.e. without any currency conversion) will be subject
to an administrative fee of up to 2.5% on the total amount of
the transaction, which includes a 1% by Mastercard, which shall
be payable by me and debited from the Designated Account.
This includes but is not limited to any Citibank ATM/Debit Card
Transaction in Singapore dollars on overseas-based websites
and mobile applications.
3.62 Where you allow my Citibank ATM/Debit Card to be tagged to
a foreign currency account and used for any and/or all foreign
currency fund in the foreign currency account, foreign currency
transactions and Cash Withdrawals will be directly authorized
from the respective foreign currency account in the foreign
currency provided that there are sufficient funds in the relevant
foreign currency.
3.63 You will credit any Account with any refund in respect of any
Citibank ATM/Debit Card Transaction or any payment or other
credit due to me at such time as you may reasonably determine
in accordance with your usual practice after your receipt of the
amount of such refund, payment or credit in Singapore. If such
refund, payment or credit is received in a currency other than
Singapore dollars, you will convert it to Singapore dollars at
such time and rate of exchange as you may in your reasonable
discretion adopt in accordance with your usual practice. I agree
that I shall bear all exchange risks, reasonably incurred losses,
commission, fees and charges which may thereby arise.
3.64 All Cash Withdrawal and/or Citibank ATM/Debit Card
Transactions made with the Citibank ATM/Debit Card outside
Singapore constitute a payment by you to me and a remittance
to the country where the Cash Withdrawal and/or Citibank ATM/
Debit Card Transaction is effected, at such rate of exchange
as you from time to time deem fit. My right to effect any Cash
Withdrawal and/or Citibank ATM/Debit Card Transaction outside
Singapore is subject to the laws and regulations of Singapore
and that of the country in which the Cash Withdrawal and/or
Citibank ATM/Debit Card Transaction is effected or proposed
to be effected (including without limitation, any exchange
controls, regulations or limitations prevailing in such country). In
any event, I shall compensate you for all exchange risks, losses,
communications and other fees and charges which may thereby
be reasonably incurred.
3.65 I shall be liable for, and shall pay you, on demand, the balance
due to you on the Designated Account, including all charges to
the Designated Account in accordance with these Terms and
Conditions or any other agreement between me (whether alone
or jointly with any other person) and you.
4. Citibank Online
4.1 My access to and use of the Citibank Online shall be subject to
the Citibank Online User Agreement, and to such other terms
and conditions as you may at your absolute discretion determine
from time to time.
5. Electronic Statements / Electronic Advices
5.1 I agree that it is a condition of acquiring a product or service from
you that I use the Citibank Online Electronic Statement(s) Facility
(eStatement(s)) / Citibank Online Electronic Advice(s) Facility
(eAdvice(s”) rather than receiving Statement(s) / Advice(s) in
paper format.
5.2 I agree that even where you provide to me one or more
Statement(s) / Advice(s) in paper format, you have not waived
your right to require my receiving eStatement(s) / eAdvice(s) as
a condition of providing a product or service.
5.3 I agree that by using eStatement(s) / eAdvice(s), I accept and
agree to be bound by all the terms and conditions governing
eStatement(s) / eAdvice(s), including without limitation all
the following paragraphs and to pay any fee associated with
the use of eStatement(s) / eAdvice(s). I shall abide by any and
all laws, rules, regulations and official issuances applicable
to eStatement(s) / eAdvice(s), now existing or which may
hereinafter be enacted, issued or enforced under any jurisdiction,
as well as such other terms and conditions governing the use
of other facilities, benefits or services you may from time to
time make available to me in connection with eStatement(s) /
eAdvice(s).
5.4 I understand that: (i) eStatement(s) allows me to use your online
viewing facility wherein you will provide through the medium
of my computer terminal the electronic form of the monthly
statement(s) of my Account(s) (“Statement(s)”), to allow
me to receive my Statement(s) online on statement date (as
determined by you) as well as allow me to transmit instructions
relating to eStatement(s); and (ii) eAdvices(s) allows me to receive
advices, notifications and communications in connection with
my Account(s) (Advice(s)”) online from time to time, as may be
determined by you.
5.5 I agree that the use and storage of any information including,
without limitation, the password, account information,
transaction activity, account balance and any other information
relating to or arising from my Statements(s) / Advice(s), which
is available on my personal computer, or any other electronic
device to which I have access, is at my own risk and shall be my
sole responsibility.
5.6 I agree that the availability of the electronic form of my
Statement(s) on statement date (as determined by you) shall be
deemed the date of delivery of the monthly Statement(s) to me
and (ii) the delivery date of my Advice(s) shall be deemed to be
the date on which the electronic form of my Advice(s) is made
available to me.
5.7 I agree that you reserve the right to impose such fee(s) for the
use of eStatement(s) / eAdvice(s) from time to time at your
reasonable discretion with reasonable notice.
5.8 I agree that you have the discretion to make eStatement(s) /
eAdvice(s) available to me. Further you have the reasonable
discretion from time to time to modify, restrict, withdraw,
cancel, suspend or discontinue eStatement(s) / eAdvice(s) with
reasonable notice and I understand that by using eStatement(s)
/ eAdvice(s) after any modification or change has been effected,
I am deemed to have agreed to such modification or change.
5.9 I shall enroll in eStatement(s) / eAdvice(s) and shall provide
my email address(es). You have the reasonable discretion with
notice to reject any request for my enrollment in eStatement(s)
/ eAdvice(s).
5.10 I represent that I am the registrant on record of the email address
that I have provided to you for the purpose of, among other
things, the provision to me of my Statement(s) and Advice(s)
in electronic form. I agree that I will immediately advise you of
any changes to my said email address. I understand that the
provision of eStatement(s) / eAdvice(s) to me is subject always
to you having on record my current postal mailing address and
telephone contact number.
5.11 I acknowledge that where the electronic form of my monthly
Statement(s) / Advice(s) is sent to the email address that I have
provided to you in connection with eStatement(s) / eAdvice(s),
such Statement(s) can only be accessed/viewed using a
password (“Password”). I agree that I am responsible for keeping
the Password confidential, I shall not reveal the Password to any
unauthorized party and shall take all steps to prevent discovery
of the Password by any unauthorized party. In the event that the
Password is disclosed or discovered by any unauthorized party,
I shall immediately change the Password. You shall not be liable
for any losses, damages, expenses or costs arising out of or in
connection with the unauthorized use of the Password, including
the disclosure to any person of any of information relating to me
and/or my Account(s) (except in cases of your gross negligence,
wilful default or fraud).
5.12 Upon my enrollment to eStatement(s) / eAdvice(s), the paper
form of my Statement(s) / Advice(s) will cease to be delivered
to me on such date as may be determined by you. I agree to
accept and view in a timely manner, the electronic form of the
Statement(s) / Advice(s).
5.13 Cancellation of use of eStatement(s) / eAdvice(s) may be effected
by me or you. You reserve the right to decline to provide or to
cease to continue to provide a product or service to me where
either you or I cancel use of eStatement(s) Facility / eAdvice(s).
23
You reserve your right to reject or cancel my enrollment in
eStatement(s) / eAdvice(s). You shall, prior to canceling my
enrollment to eStatement(s) / eAdvice(s), give reasonable notice
of such cancellation through electronic or paper document,
which shall be sent to me at my last known email or other
address.
5.14 Upon cancellation of eStatement(s) / eAdvice(s), you shall
automatically generate the paper form of my Statement(s)
/ Advice(s) and send the same to my designated mailing
address on the next Statement / Advice date. Provided that
if my enrollment to eStatement(s) / eAdvice(s) is cancelled by
me, you are obliged to generate and send the paper form of
my Statement(s) / Advice(s) only after receipt of my notice of
cancellation, on the next statement / advice date.
5.15 I agree that you shall not be liable if I am unable to gain access to
the eStatement(s) / eAdvice(s) (except in cases arising out of your
gross negligence, wilful default or fraud). I understand that while
eStatement(s) / eAdvice(s) are available to me once effected,
twenty-four (24) hours a day, some or all of the services thereon
may not be available at certain times due to maintenance and/
or computer, telecommunication, electrical or network failure
or other causes beyond your control.
5.16 I agree that under no circumstances (save for cases arising out
of gross negligence, wilful default or fraud), shall you or anyone
involved in creating, producing, delivering or managing my
Statement(s)/Advice(s), be liable for any indirect, incidental,
special or consequential damages that may result from the use
of, or inability to use eStatement(s) / eAdvice(s) or out of the
breach of any warranty.
5.17 I agree that you shall use reasonable effort to ensure that
eStatement(s) / eAdvice(s) is secure and cannot be accessed by
unauthorized third parties. However, I acknowledge that you do
not warrant the timeliness, security, secrecy or confidentiality
of any information transmitted through any applicable internet
service provider, network system or such other equivalent
system in any jurisdiction via eStatement(s) / eAdvice(s) and I will
not hold you responsible for any losses suffered by me as a result
thereof (except for cases arising out of your gross negligence,
wilful default or fraud).
I also agree that any form of security breach, including third party
interception of my Statement(s) / Advice(s) and its contents
becoming known to third parties, shall not be considered as a
breach by you of banker-customer confidentiality, except for
your gross negligence, wilful default or fraud.
5.18 eStatement(s) / eAdvice(s) uses proprietary software of yours,
any affiliate or subsidiary of Citigroup Inc. and/or other software
suppliers. I agree that you have granted me a non-exclusive
license to use this software in connection with eStatement(s)
/ eAdvice(s) which allows me to use such software only for
its intended and lawful purposes. I agree that I shall not
disassemble, decompile, copy, modify, or reverse engineer any
such software or allow or assist anyone else to do so whether
directly or indirectly.
5.19 I am responsible for examining and viewing online the
Statement(s) / Advice(s) in a timely and prompt manner after
receipt. If I have not received or have difficulty viewing the
electronic form of the Statement(s) / Advice(s), I agree to
contact your 24-Hour CitiPhone Banking at +65 6224 5757. If I
experience any difficulty in accessing an electronically delivered
Statement(s) / Advice(s), I shall promptly inform you to enable
delivery through alternate means.
5.20 I agree that in the event of any error appearing in the Statement(s)
/ Advice(s), I shall notify you immediately of said error by sending
you a secured message via Citibank Online Secure Email or
calling your 24-Hour CitiPhone Banking at +65 6224 5757.
5.21 I agree that all my online communications including requests or
reports on any error in my Statement(s) / Advice(s) will be sent
online to you and all such communications shall contain the
following information: (a) name and account number; and (b)
details of the error. However, I shall not hold you responsible if
any of my online communication is not received by you, or in a
form readily understood by you so that you may act on it (except
for cases arising out of your gross negligence or wilful default
or fraud). Further I shall indemnify you and hold you harmless
from and against any losses you may incur or suffer arising from
my accessing or using any of the services from eStatement(s) /
eAdvice(s) (except for cases arising out of your gross negligence
or wilful default or fraud).
5.22 I agree that I shall remain fully liable for my contractual Liabilities
to you, irrespective of receipt or non-receipt, or intimation of,
my Statement(s) / Advice(s).
6. Remote Signature Services
6.1 In connection with Services or Products which may be made
available on separate terms, or where you require any forms,
notices, approvals, consents, disclosures, authorisations,
acknowledgements, contracts, instructions and other
documents to be entered into by me or my authorised signatory
(each a “Document” and collectively “Documents”) you may
at your discretion allow the authorisation or signing of those
Documents, electronically through a Citibank “one-time
password” system or other Citibank electronic signing system
(such systems collectively the “Remote Signature Services”).
6.2 I agree that in respect of each sign-up or Document authorised
or signed through the Remote Signature Services, and each
authorisation or signature collected through the Remote
Signature Services, where you (whether before or after the time
such sign up is recorded) verify:
(a) the identity of the user of the Remote Signature Services as
me or my authorised signatory; or
(b) the signature as being my signature or a signature of my
authorised signatory, through measures which fulfil your
internal requirements, such sign-up shall be deemed to me
having signed up to those separate terms in hard copy, to
have signed those Documents in hard copy, and to be my
signature and authorisation, for all intents and purposes. I
agree not to dispute or challenge such measures or require
you to take any further measures.
6.3 I agree that all records in electronic form maintained by you or on
your behalf in connection with the Remote Signature Services,
which fulfil your internal requirements, shall be deemed to be
valid, accurate and authentic, and given the same effect as
written and signed documentary communications between
myself and you in hard copy. I agree not to dispute their
validity, accuracy and authenticity and I agree that they shall
be conclusive evidence of the information and my agreement
to the relevant separate terms, save in the case of manifest or
clerical error.
6.4 I agree that using the Remote Signature Services does not
guarantee that you will provide me with the relevant Service and/
or Products. Instead, my application will be assessed according
to your application assessment procedures in the same way
that Product or Service application through other channels are
assessed.
PRODUCTS
1. Checking
1.1 I authorise you to release my name and account number to your
printer solely for the purpose of checkbook issuance.
1.2 Stop Payment Order:-
(a) You may at your absolute discretion elect to act upon my
instructions to countermand or stop payment of a check.
I can only request you to countermand or stop payment on
a check I have drawn if I agree:
(i) to indemnify you against any loss resulting from such
non-payment of the check;
(ii) that the check be certified for handling stop payment
orders;
(iii) to notify you promptly in writing if the check is recovered
24
or destroyed or if for any other reason this stop payment
order may be cancelled; and
(iv) that the stop payment order is cancelled six (6) months
after the date of request. These instructions shall
specify the serial number of the check, the date of
issue, the payee’s name (if any) and the amount, and
shall be valid for six (6) months from the date of such
instructions or such other period as you may prescribe.
The interest accrued on credit balances therein shall be at
such rate as determined, from time to time, by you.
(b) I shall give you notice:-
(i) if any check is recovered or destroyed or if the
instructions to countermand or stop payment are to
be cancelled; and
(ii) before issuance of a replacement check and to inscribe
on the face of such check the word “REPLACEMENT
and a number and date different from the check
stopped.
1.3 You are entitled to debit the Account(s) (including any
Investment Account) with the amount previously credited in
relation thereto if any checks or drafts are dishonoured. You
may apply your prevailing selling rate on the date of debit when
charging back or claiming reimbursement where such previously
credited amount is in a currency other than Singapore dollars.
Dishonoured or returned checks or such other dishonoured
negotiable instruments may be returned to me by ordinary post
at my sole risk and expense. I shall reimburse you for any loss
which you suffer as a result of such dishonour of checks or other
dishonoured negotiable instruments.
1.4 I may draw on you checks in such currency as you may from
time to time allow and, unless otherwise agreed, on check forms
provided by you. You may refuse to honour any check where in
your opinion the signature differs from the specimen signature
furnished to you. You may also refuse to make a cash payment
on checks drawn on you where the word “Bearer” on the checks
presented for payment has been cancelled.
1.5 Any alteration on checks must be confirmed by the drawers full
signature. You may dishonour any check where the alteration is
confirmed by an incomplete signature or by initials only.
1.6 You may in your absolute discretion refuse to accept any check
(including without limitation any check drawn to the order of
third parties) or other financial instrument for deposit. I must
make prior arrangements with you for the confirmation of prior
endorsements.
1.7 You may mark any check as “good for payment” to another
financial institution, in which case the Account(s) will be debited
immediately with the amount of the marked check.
1.8 Upon receipt of a returned foreign currency check which was
not honoured by a drawee bank because of insufficiency of
funds, forgery, stoppage of payment or any other reason, your
prevailing selling rate on the date of return will be applied when
you charge back or claim reimbursement for such previously
credited amount.
1.9 I assume full responsibility for the genuineness, validity and
correctness of all signatures, endorsements and particulars
appearing on the checks (except in the case of manifest error,
fraud, forgery that does not arise due to my (including my agents
or representative’s) negligence or wilful default). All checks may
be charged to me at any time unless full and final payment is
received by you.
1.10. United States dollar Checks are drawn on you in Singapore and
may be sent to you in exchange for sight drafts drawn on Citibank
New York or for reimbursement by telegraphic transfer.
1.11. You may in your reasonable discretion elect to honour my check
and debit the Account(s) for payment notwithstanding such
debit may result in the Account exceeding its credit or overdraft
balance. Where you are presented with any check drawn by me
that, if honoured by you, will either cause the Account to become
overdrawn or increases the overdrawing, you shall be entitled to,
and I acknowledge and agree that you may, treat the receipt of
that check as a request from me for an overdraft or an increase
to an existing overdraft.
2. Time Deposit/Globe Deposit
2.1 I understand that deposit(s) in foreign currencies will be done
for value spot i.e. two (2) Business Days ahead, and thus
instructions to withdraw whether partially or in full, or to make
changes to the tenure or currency of the deposit must be given
two (2) Business Days prior to the maturity date of the deposit;
and accept that any deposit(s) to be made by me in foreign
currencies with you will be subject to such minimum amount
and such minimum tenure as may be prescribed by you from
time to time to be applicable to such currencies. Such deposit
may also be referred to as a “Globe Deposit.
2.2 You will issue an Advice of Credit which is only evidence of
deposit and not a document of title. I understand that you
will thereafter send me monthly statements showing the total
amount standing to the credit of my Account(s) at the end of
the month. I will promptly inform you of any irregularities or
discrepancies in the contents of each Advice of Credit sent to me
and in any case within twenty-one (21) days from the date of the
Advice of Credit, failing which I shall be deemed to have accepted
and approved conclusively the contents of the Advice of Credit
and thereafter I shall not be entitled to raise any objections to
the Advice of Credit, save in the case of manifest or clerical error.
2.3 Unless you receive prior valid instructions from me at least two
(2) Business Days prior to the maturity date, you shall renew
the deposit(s) automatically together with all interest accrued
thereon for a like term upon maturity and upon each successive
maturity, on the Terms and Conditions herein.
2.4 You will pay me interest on my foreign currency deposit(s) for
such period of time and at such rates as may be specified by you
from time to time and such interest shall be calculated on a daily
basis or in accordance with such formula as you may decide.
2.5 Subject to paragraph 2.8 below, all withdrawals of deposit(s) must
be made by my written request to you by authenticated cable or by
such other method of communication approved by you. A withdrawal
of any deposit shall be effected only by way of your Checks, drafts
or telegraphic transfer in the currency of that deposit or such other
currency (as you in your discretion may permit and subject to such
terms and conditions as you deem fit). Such request may be in the
form of a Check drawn upon you, provided that it is worded on a
sight draft payable in the country where the funds are placed. If I fail
to specify the method of payment you may either issue a draft or
remit the funds telegraphically as you see fit in the currency of the
deposit(s).
2.6 Subject to paragraph 2.8 below, withdrawal of the deposit(s)
whether partially or in full before the maturity date may be
made only with your consent (which shall not be unreasonably
withheld) and upon such terms and conditions as you may in
your reasonable discretion impose from time to time (including
the minimum amount that may be allowed to be withdrawn by
me) and the accrued interest earned from the deposit(s) may, at
your reasonable discretion, be subject to the levy of a withdrawal
charge or the payment of a penalty by me to be calculated in
accordance with such formula as you may prescribe from time
to time and notify to me. I shall further indemnify you from any
reasonable costs and expenses incurred by you arising from or
in connection to the early withdrawal of the deposit(s).
2.7 I further agree and accept that in the event of partial withdrawal,
if the balance of the principal amount of my foreign currency
deposit(s), after taking into account my partial withdrawal, will
fall below the sum of US$50,000 or its equivalent or such other
minimum sum as you may from time to time prescribe and notify
to me, I shall be required to make a full withdrawal and no partial
withdrawal will be allowed.
2.8 If the deposit(s) is/are held by you as security for the performance
of any obligation or Liability to you, the amount thereof cannot
be withdrawn, assigned, transferred or in any way encumbered.
2.9 The deposit(s) is/are payable solely at Citibank Singapore
Limited, and no other branch or subsidiary of Citigroup, Inc.
shall be liable to repay the deposit(s).
25
3. Gold Account
3.1 I understand that gold investments will be in Loco London Gold.
All transactions will be made subject to the rules of the London
Gold Market (provided that I will not be entitled to exercise
any rights pursuant to such rules in conflict with these Terms
and Conditions). The gold to be sold or purchased shall be of
the specification acceptable on the London Gold Market. I
understand that you will not make any physical delivery of gold
to me at any time and I will not be permitted to make any physical
deposit or withdrawal of gold to or from my gold account. I also
understand that no wire transfer of gold to or from my gold
account shall be permitted.
3.2 The price quoted for all sale and purchase transactions will take
reference from the USD spot rates quoted by you to me from
available quotations on Reuters screen GOFO page or such related
screen as you reasonably deem equivalent (or if such rates are not
available on those screens, at your reasonable discretion, such
other quotation service or pricing method generally accepted
by the market) and subject to the availability of a firm bid/offer
price. I understand that any quote you provide may include a
spread or markup. You will effect any transaction only on receipt
of instructions from me or my authorized personnel. I understand
that the final terms of all transactions will be subject to the terms
contained in the Confirmation and that in any transaction, you may
be acting as counterparty in addition to being an executing agent
on my behalf.
3.3 You may reasonably refuse to accept instructions for the
execution of any transaction and shall not be liable for any loss
that may arise as a result thereof. You shall not be obliged to
carry out any buy transaction hereunder unless I have first made
available to you sufficient cleared funds to enable you to carry
out such transactions, including but not limited to, sufficient
cleared funds for the payment of the purchase price and related
fees and charges.
3.4 I shall promptly reimburse you for all taxes imposed and levies
charged in respect of or in connection with any contract or
transaction and shall indemnify and hold you harmless against
all such charges.
3.5 I understand that gold does not represent a deposit of money and
such an investment is subject to certain risks. There is no yield or
interest generated and a loss may be incurred due to fluctuations
in its price. I understand that you will not be liable for any loss
incurred on my part arising from termination of any transaction
by you due to any Market Disruption Event or Additional Market
Disruption Event as those terms are defined in the 1997 ISDA
Bullion Definitions (“ISDA), or from any settlement of the
relevant gold contract made pursuant to the ISDA provisions
relating to any Market Disruption Event or Additional Market
Disruption Event.
4. Credit Facilities
4.1 You may at your discretion extend to me at my request Credit
Facilities in accordance with your policy and on such terms and
conditions as you may prescribe from time to time and up to
such limit and in such currency as you may in your sole discretion
determine. The Credit Facilities shall become available to me:
(a) when you have received in form and substance satisfactory
to you:
(i) the Charge Documents duly executed by me or the Third
Party, as the case may be, in your favor ; and
(ii) any other document necessary to give effect to or
perfect your security interest under the Charge
Documents, which you may reasonably request,
including without limitation guarantees from Third
Parties in your favour; and
(b) upon the following conditions being satisfied:
(i) all acts, conditions and things required to be done and
performed and to have happened prior to the execution
and delivery of the documents in paragraph 4.1(a)
above to constitute the same legal, valid and binding
obligations enforceable against me and/or the Third
Party in accordance with their respective terms shall
have been done, performed and have happened in due
compliance with all applicable laws;
(ii) all costs and expenses incurred by you in connection
with the Credit Facilities have been paid by me;
(iii) there is no material adverse change in my financial
condition or that of the Third Party which in your
opinion will affect my ability or that of the Third Party
to perform the respective obligations hereunder and/
or under the Charge Documents;
(iv) no event of default (however described) or Special
Circumstance has occurred and is continuing and no
event has occurred which, with the giving of notice
and/or lapse of time, constitutes an event of default
(however described) or Special Circumstance; and
(v) any other condition which you may reasonably impose.
I agree and acknowledge that you reserve your right to
withdraw any offer of the Credit Facilities to me at any
time notwithstanding the fulfilment of the above terms
and conditions, without assigning any reasons whatsoever
and/or to review the Credit Facilities at your sole discretion
at any time.
4.2 Where requested by you, I shall pay a front-end commitment
fee upon accepting each Credit Facility.
4.3 Where any Credit Facility is extended jointly to more than one
person, all obligations and Liabilities of such persons under the
relevant Credit Facility shall be joint and several. Any instructions
relating to such Credit Facility (including, without limitation,
requests for rollovers, prepayment and termination of such
Credit Facility) by any one such person shall be deemed to be
jointly and severally given or made and shall be binding on all
such persons.
4.4 Interest on Credit Facilities shall be paid by me at the rate(s)
specified by you in your sole discretion and after giving
reasonable notice of such rate(s). Such interest shall be paid in
arrears and shall be debited from the Account(s) when it is due.
4.5 Unless otherwise agreed to by you, the payment of each and
every sum at any time due from me under the relevant Credit
Facility shall be made in the currency in which the relevant Credit
Facility is made available.
4.6 Subject to your approval, I may prepay the whole or any part
of the Outstanding Indebtedness at any time by giving two (2)
Business Days’ Written Notice of such prepayment at such cost
and charges as you may in your absolute discretion deem fit.
4.7 Unless otherwise indicated by you, any amount whether of
interest or principal which is not paid on its due date or on
demand (as the case may be) shall carry interest at the rate of
six per cent. (6%) per annum above the interest rate applicable
to the relevant Credit Facility from the date of default up to and
including the date of actual payment (before as well as after
judgment).
4.8 The Charged Property and the Account(s) shall be charged and
shall continue to remain charged to you unless and until the
Outstanding Indebtedness is fully discharged and paid to you.
The amount(s) remitted towards any coupon payment on, or on
the maturity of, the Charged Property and all dividends, interest,
monies, entitlements and other distributions, allotments and
accretions whatsoever received in respect of the Charged
Property (inclusive of any interest earned on application monies)
shall first be appropriated towards payment of the interest
accrued on the Credit Facilities regardless of whether an event
of default (however described) or Special Circumstance under
these Terms and Conditions or under the Charge Documents
has occurred. Any balance shall be booked in a deposit for a
tenor as you may reasonably deem fit in your absolute discretion
and at the same time shall earn interest at the time deposit rate
prevailing from time to time. These deposits and the interest
accrued thereon shall remain charged in your favour as security
for the Outstanding Indebtedness.
4.9 In the event that the value of the Charged Property and/or the
Account(s) falls below a specified percentage determined by you
(in your sole and absolute discretion) of the principal amount
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under the relevant Credit Facility (“Security Requirement) or is
downgraded according to your internal rating system:
(a) I shall, notwithstanding any terms in the Charge Documents,
within the time period (which will be determined at your sole
discretion) of your giving me notice (which notice may be
written or oral), deposit with you such additional Securities
(as defined in the Charge Documents) and/or sums as you
may require to ensure that the Security Requirement is met,
and such additional Securities (as defined in the Charge
Documents) and/or sums shall be charged to you as security
for the Outstanding Indebtedness; or
(b) you may reduce the principal amount of the relevant Credit
Facility to ensure that the Security Requirement is met.
(c) For the above purposes, any reference to oral or written
notice shall include notice by mail, telephone, facsimile
transmission or electronic mail.
4.10 I hereby represent and warrant, for your benefit that:
(a) all necessary consents have been obtained by me and the
Third Party for the execution of the Charge Documents and
the acceptance of the Credit Facilities and they constitute
my legal, valid and binding obligations enforceable in
accordance with their respective terms;
(b) to the best of my knowledge, no steps have been taken or
are being taken to appoint a receiver over my assets and no
circumstances exist for the presentation of a bankruptcy or
winding-up petition against me;
(c) I am not in breach of any agreement to which I am a party
which has or could have a material adverse effect on my
financial position;
(d) no event of default (however described) or Special
Circumstance has occurred and is continuing and no event
has occurred which with the giving of notice and/or the
lapse of time might constitute an event of default (however
described) or Special Circumstance; and
(e) each of the representations and warranties above shall
survive and continue to have full force and effect and to be
true and correct until the Outstanding Indebtedness is fully
paid and discharged to you.
4.11 If at any time it is or will become unlawful or contrary to any
law or directive of any agency of any country for you to make,
fund or allow to remain outstanding all or part of the Credit
Facilities, to carry out all or any of your other obligations under
the Credit Facilities and/or to charge or receive interest at the
rate(s) applicable, upon your notifying me of the nature and
circumstances of the illegality:
(i) the relevant Credit Facility shall be cancelled forthwith; and/
or
(ii) I shall repay the Outstanding Indebtedness on such date as
you shall certify in your opinion to be necessary to comply
with the relevant law(s) or directive(s) together with accrued
interest thereon and any other sum(s) then due to you under
the Credit Facilities.
4.12 If any change in any applicable law, regulation, directive or
guideline in Singapore will subject you to any tax, deduction or
withholding of any nature with respect to the Credit Facilities,
you shall notify me and I shall pay to you on demand such
amount as will compensate you for any additional costs which
you will have to incur in making, maintaining or funding the
Credit Facilities or any loss suffered by you as a result of any
reduction in the amount of payment received by you hereunder.
4.13 The Outstanding Indebtedness shall:
(a) be repayable on demand by you at any time; and/or
(b) become immediately due and payable without any demand
or notice of any kind, all of which are expressly waived by
me upon the occurrence of any one or more of the Special
Circumstances.
Upon the occurrence of any Special Circumstance, you shall
forthwith cancel the relevant Credit Facility and be entitled to
enforce your rights under the Charge Documents with reasonable
notice to me and/or the Third Party (without prejudice to any
other rights to which you are at any time otherwise entitled,
whether by operation of law, contract or otherwise), to treat
the agreement for the granting of the relevant Credit Facility to
me as terminated and to apply any credit balance standing to
any of my accounts with you or with any Citibank, N.A. branch
or subsidiary anywhere in the world in whatever currency
towards the whole or partial satisfaction of the Outstanding
Indebtedness.
4.14 I hereby covenant with you that any of my indebtedness now
or hereafter incurred to other financial institutions or any other
person shall be subordinated to my Outstanding Indebtedness
to you.
4.15 I undertake to ensure that the Credit Facilities (and other
Account(s)) shall not be overdrawn, even temporarily, save
where you in your absolute discretion otherwise allow, or by prior
arrangement, and such arrangement shall be subject to these
Terms and Conditions and/or such other terms and conditions
as you shall determine.
5. Automatic Overdraft
5.1 Where you receive:
(a) a cheque drawn by me; or
(b) any payment or withdrawal instruction request made
in respect of my Account, including any debit card
transactions;
that would, if honoured and/or effected (as the case may be) by
you, either cause my Account to become overdrawn or increase
the overdrawing, you shall be entitled to treat the receipt of the
cheque or such instructions as a request from me for an overdraft
or an increase in an existing overdraft.
5.2 Where you receive my request for an overdraft or an increase to
an existing overdraft, I understand and agree that an overdraft
facility in Singapore dollar or any foreign currency may be made
available to me at your discretion up to the limit from time to
time and for such period determined by you by reference to the
value of my time deposits, cash accounts or any other assets of
any nature held by you as security for my obligation to you, as
you may select in your discretion. The amount of such limit and
the period will be notified to me from time to time.
5.3 I agree to pay you on demand with reasonable notice interest
on the overdraft utilised by me calculated at your rate(s) as
determined by you in your sole discretion, such interest to be
computed daily and charged at the end of each month. Interest
charged shall be reflected by an increase in the overdraft amount
utilised.
5.4 I agree to pay on demand all amounts of credit utilised by me,
all interest, fees and bank charges whatsoever and amounts for
which I might become liable to pay to you for any reason whether
alone or jointly, in the currency in which the overdraft facility is
extended.
5.5 For the avoidance of doubt, the terms and conditions set out
in paragraph 4 (“Credit Facilities”) under “Products” shall be
applicable to overdraft facilities made available under the above
paragraphs 5.1 to 5.4.
5.6 I undertake to ensure that the Account shall not be overdrawn,
even temporarily, save where you in your discretion have agreed
to my request for an overdraft or an increase to an existing
overdraft and such arrangement shall be subject to these Terms
and Conditions and/or such other terms and conditions as you
shall reasonably determine.
6. Commercial Credit
6.1 In the event where you agree to open at my request from time to
time, one or more Credit, I agree that at least one (1) Business Day
before the date on which any Credit is to be established, I will,
if you so require, place with you a sum (“Sum) (to be credited
into the Payment Fund) equivalent to not less than the aggregate
of the face value of the Credit, the minimum commission
payable by me in respect of the Credit and an amount to cover
communication and other expenses.
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6.2 The Sum is to be held by you free of interest for the purpose of
satisfying all expenses incurred in connection with the Credit,
the commission payable to you and also any payments which you
may have to make to the beneficiary of the Credit. I shall not be
entitled to demand the return of the Sum or the balance thereof,
if any, until one (1) month after the Credit has expired, has been
cancelled with the beneficiarys consent or has been satisfied
by payment of all drawings made by the beneficiary thereunder.
I shall not, in any event, be entitled to demand more than the
return of the balance of the Sum remaining after all deductions
therefrom authorised by these Terms and Conditions have been
made.
6.3 Upon presentation of all drafts drawn or purported to be drawn
pursuant to the Credit, you may pay the amount(s) thereof out of
the Sum and if the face value of the Credit shall be in a currency
other than that of the Sum, you may convert the Sum into the
currency of the Credit at the current exchange rates prevailing
at your counters in Singapore on the date of actual payment. If
the Sum or the balance thereof is insufficient to satisfy all such
drafts in full, I shall pay the difference to you on your demand.
6.4 Except so far as otherwise expressly stated, all credits will be
subject to the Uniform Customs & Practice For Documentary
Credits (1993 Revision) International Chamber of Commerce
(Publication No. 500) and any modification thereof for the
time being in force. I will comply with any and all governmental
exchange regulations now or hereafter applicable to the
purchase of foreign exchange relative to drafts drawn under the
Credit, or purporting to be so drawn, and will indemnify and hold
you harmless from any failure to so comply.
6.5 I shall pay to you a cancellation fee of such amount as you may
from time to time stipulate if the Credit is cancelled within two
(2) weeks of being established. Any and all commission, fees and
expenses which may be paid or incurred by you in connection
with the Credit may be deducted from the Sum with reasonable
notice to me.
6.6 Save where I give you written instructions to the contrary with
regard to, and prior to the opening of, the Credit:-
(a) you and/or any of your correspondents may receive
and accept as “Bills of Lading” relative to the Credit any
document(s) issued or purporting to be issued by or on behalf
of any carrier which acknowledge(s) receipt of property for
transportation, whatever the specific provisions of such
document(s), the date of each such document shall be
deemed the date of shipment of the property mentioned
therein, and any such bill of lading issued by or on behalf
of an ocean carrier may be accepted by you and/or your
correspondents as an “Ocean bill of lading” whether or not
the entire transportation is by water;
(b) part shipment(s), and/or shipment(s) in excess of the
quantity called for in the Credit, may be made and you and/
or your correspondents may honour the relative drafts;
(c) if the Credit specifies shipments in instalments within
stated periods, and the shipper fails to ship in any
designated period, shipment of subsequent instalments
may nevertheless be made in their respective designated
periods and you and/or your correspondents may honour
the relative drafts;
(d) you and/or any of your correspondents may receive and
accept as documents of insurance under the Credit either
insurance policies or insurance certificates which need not
be for an amount of insurance greater than the amount paid
by you under or relative to the Credit; and
(e) you and/or any of your correspondents may receive, accept
or pay as complying with the terms of the Credit, any drafts
or other documents, otherwise in order, which may be
signed by, or issued to, the administrator or executor of, or
the trustee in bankruptcy of, or the receiver for any of the
property of the party in whose name the Credit provides that
any drafts or other documents should be drawn or issued.
6.7 I shall procure promptly any essential import, export or other
licences for the import, export or shipping of any and all
property shipped under or pursuant to or in connection with
the Credit and to comply with any and all foreign and domestic
governmental regulations in regard to the shipment of any and
all such property or the financing thereof, and to furnish such
certificates in that respect as you may at any time require,
and to keep the property covered by insurance satisfactory to
you, issued by insurers acceptable to you, and to assign the
policies or certificates of insurance to you, or to make the loss or
adjustment, if any, payable to you, at your option, if demanded
with evidence of acceptance by the insurers of such assignment.
6.8 I shall, at any time and from time to time, on demand, for the
purpose of covering my Liabilities under these Terms and
Conditions and under any Credit, make such cash payment(s)
to you as you may reasonably require. Any cash paid pursuant
to this paragraph shall be added to the Sum and held by you in
accordance with these Terms and Conditions. Neither you nor
any of your correspondents shall be responsible for:-
(a) the use which may be made of the Credit or for any acts or
omissions of the beneficiary(ies) in connection therewith;
(b) the existence, character, quality, quantity, condition,
packing, value or delivery of the property purporting to be
represented by documents;
(c) any difference in the character, quality, quantity, condition,
or value of the property from that expressed in documents;
(d) the validity, sufficiency or genuineness of documents, or of
any endorsement(s) thereon, even if such documents should
in fact prove to be in any or all respects invalid, insufficient,
inaccurate or incomplete;
(e) the time, place, manner or order in which shipment is made;
(f) partial or incomplete shipment, or failure or omission to
ship any or all of the property referred to in the Credit;
(g) the character, adequacy, validity or genuineness of any
insurance;
(h) the solvency or responsibility of any insurer, or for any other
risk connected with insurance;
(i) any deviation from instructions, delay, default or fraud
by the shipper and/or any other(s) in connection with the
property or the shipping thereof;
(j) the solvency, responsibility or relationship to the property
of any party issuing any documents in connection with the
property;
(k) delay in arrival, or failure to arrive, of either the property or
any of the documents relating thereto;
(l) delay in giving, or failure to give, notice of arrival or any other
notice;
(m) any breach of contract between the shipper(s) or vendor(s)
and the consignee(s) or buyer(s), respectively;
(n) failure of any draft to bear any reference or adequate
reference to the Credit or failure of documents to accompany
any draft at negotiation, or failure of any person to surrender
or to take up the Credit or to send forward documents apart
from drafts as required by the terms of the Credit, each of
which provisions, if contained in the Credit itself, it is agreed
may be waived by you; or
(o) errors, omission, interruptions or delays in transmission or
delivery of any messages, by mail, cable, telegraph, wireless
or otherwise whether or not they may be in cipher.
6.9 The word “property” as used herein includes goods and
merchandise, as well as any and all documents relative thereto,
including securities, funds, chooses in action, and any and all
other forms of property, whether real, personal or mixed and any
right or interest of mine therein or thereto.
6.10 In the event of any change or modification with respect to:-
(a) the amount or duration of the Credit;
(b) the time or place of shipment of any relative property;
(c) the drawing, negotiation, presentation, acceptance or
maturity of any drafts, acceptances or other documents;
and/or
28
(d) any of the other terms or provisions of the Credit, such being
done at my request, these Terms and Conditions shall be
binding upon me in all respects with regard to the Credit as
changed or modified, inclusive of any action taken by you
or any of your correspondents relative thereto.
6.11 You shall not be responsible for any act, error, neglect or
default, omission, insolvency or failure in business of any of
your correspondents (save for your gross negligence, wilful
default or fraud), and that the happening of any one or more of
the contingencies referred to above shall not affect, impair or
prevent the vesting of any of your rights or powers hereunder.
Without prejudice to the foregoing, it is agreed that any action,
inaction or omission taken or suffered by you, or by any of your
correspondents, under or in connection with the Credit or the
relative drafts, documents or property, if in good faith, and in
conformity with such foreign or domestic laws, customs or
regulations as you or any of your correspondents may deem to
be applicable thereto, shall be binding upon me and shall not
place you or any of your correspondents under any resulting
Liability to me.
7. Minor Account/Citibank International Junior Account
7.1 A “Minor Account” is an Account held by me jointly with a child
in such manner as you may permit from time to time. A Minor
Account may also be referred to as a “Citibank International
Junior Account.
7.2 I shall specify in the application for the opening of the Minor
Account the child (the “Child) whose name is to be included in
the Minor Account at your discretion.
7.3 There shall only be one Child named in a Minor Account at any
time unless you otherwise agree.
7.4 I shall not change the Child named in a Minor Account during the
existence of the Minor Account. You are not obliged to accept
any change in the name of the Child unless you are satisfied
that it is only a change in the name and is supported by legal
documentation to your satisfaction.
7.5 I hereby acknowledge and declare that the Minor Account is
not a trust account. The monies in the Minor Account are my
property and I shall be fully entitled to operate the Minor Account
as I think fit. When the Child has attained the age of 15 (or such
other age as may be determined by you), I may request you to
provide, and you may, at your sole discretion, provide the Child
with a Citibank ATM/Debit Card and ATM-PIN unless otherwise
restricted due to applicable laws.
7.6 No investment products, overdraft, checking or Credit Facilities
are or will be made available through the Minor Account.
7.7 Where I have requested you to provide, and you have agreed
to provide, the Child above the age of 15 with a Citibank ATM/
Debit Card and an ATM-PIN, I hereby declare that the Child is
duly authorised by me to give instructions pertaining to the
Minor Account on my behalf and you are entitled to accept and
rely on instructions in respect of any transaction concerning
the Minor Account from the Child as if such instructions were
issued by me on the terms and subject to the conditions set
out in the Terms and Conditions. Such authorisation shall
continue until you receive written notice from me that I have
revoked the authorisation given to the Child, which I may do at
any time, and at my/our sole and absolute discretion. I further
consent to you recording the Child’s telephone conversations
with you to provide evidence of instructions and other verbal
communications.
7.8 For and in consideration of your agreement to include the
Child’s name in the Minor Account and (where applicable) in
consideration of your issuing the Child with a Citibank ATM/Debit
Card and/or ATM-PIN at my/our request, I hereby undertake to
indemnify you and hold you harmless, on a reasonable basis,
from and against any and all claims and to reimburse you upon
demand for any and all payments, losses, costs, expenses
(including legal fees incurred by you on a full indemnity basis)
and damages which you may suffer, sustain, make, or be required
to make to any person, resulting from, in connection with or
pursuant to the carrying out of any instructions given by my Child
or by me (except for those arising out of your gross negligence,
wilful default or fraud). This indemnity shall be binding on my
legal personal representatives.
7.9 I undertake that, immediately upon the Child attaining the age
of 21, I shall obtain the ratification by the Child of all actions
and transactions effected on or with the Minor Account prior
thereto. I further undertake to procure the Child to execute such
ratification document(s) as may be provided by you (“Ratification
Document(s)”). Until such Ratification Document(s) has been
signed by the Child and received by you, you are not obliged to act
on any instructions given by me or the Child for the withdrawal
of the monies in the Minor Account.
7.10 I further undertake that immediately upon the Child attaining
the age of 21, I will instruct you to close the Minor Account and
to open another account with you, (a) in my sole name, (b) in
the joint names of myself and the Child, or (c) in the Child’s
sole name. The opening of the other account shall be at your
discretion, and in the case of (b) and (c) as aforesaid, shall be
subject to my procuring the Child’s execution of the Ratification
Documents.
7.11 If I fail to procure the Child’s execution of the Ratification
Documents and/or give instructions to close the Minor Account
within 45 days of the Child turning 21, you are hereby authorised
to close the Minor Account on my behalf, open a new Account(s)
in my name or release the monies in the Minor Account to me by
way of a Check, cashiers order or telegraphic transfer issued in
favour of me.
7.12 If I am the sole adult holder of the Minor Account, in the event
of my death, you shall be entitled to close the Minor Account
and to pay the balance of monies therein to my legal personal
representatives. If there are 2 adult holders of the Minor Account,
in the event of the death of either one of us, you shall forthwith
be entitled to close the Minor Account and the credit balance
shall be transferred to a new Minor Account to be opened by you
in the name of the surviving adult holder and the Child. These
provisions shall also continue to apply to the new Minor Account
opened pursuant hereto.
8. Foreign Exchange Products
Forward Contracts
8.1 A “Forward Contract” is an agreement to take (i.e. by the buyer)
or to make (i.e. by the seller) delivery of the underlying asset
on a certain date at a predetermined price. Instead of taking
delivery, parties may subsequently decide to net settle the cash
difference. A Forward Contract is concluded off-exchange.
Foreign Currency Forward Contracts are usually concluded
off-exchange with commercial banks or financial institutions.
While the off-exchange market may be wider and is generally
available Twenty Four (24) hours a day, and contracts may be
for significantly larger amounts and may have no trading limits,
such off-exchange transactions do not have the benefits
of supervision, protection and an orderly market which are
otherwise found in an organised exchange.
8.2 Upon entering into a Forward Contract with you on my Accounts,
I agree that I am deemed to have authorised you to convert the
maturity proceeds of the Accounts into the Currency for delivery
on the maturity date of the Accounts. This authorisation is
irrevocable and I shall not be entitled to withdraw it once I make
such authorisation request.
8.3 I agree to execute all instructions to the branch of Citibank
Singapore Limited or where the Account is placed, corresponding
with any request made by me to enter into a Forward Contract,
on your prescribed form and/or as you may require.
8.4 The forward rate of the Forward Contract shall be, in the case
where the rate is confirmed (whether by letter, facsimile, telex
or other written means or orally) between you and I, such agreed
rate; or in the case where I authorise you to enter into a Forward
Contract without requiring any written or oral confirmation
of the rate, or where you are unable after using reasonable
endeavours to contact me to confirm the rate, such rate as
29
you may unilaterally make available to me as the forward rate
of the Forward Contract as set out in the Confirmation. I agree
that the Account and the accrued interest thereon shall be
subject to continued lien and right of set-off in your favour
to secure obligations herein, and I shall (unless you reject my
request herein) hereafter no longer be entitled to withdraw,
assign, transfer, encumber or otherwise deal in any manner
whatsoever with the Account and/or accrued interest or any
part thereof, whichever branch of Citibank the Account may
have been originally placed with and notwithstanding any
terms and conditions governing the Account to the contrary.
Without prejudice to the foregoing, you may at your absolute
discretion consent to early withdrawal of the Account and
accrued interest, subject to such conditions as you may deem
fit (including without limitation the requirement that a further
Forward Contract be entered into by me).
8.5 In addition and without prejudice to Citibank’s right to impose
under paragraph 8.4 above, if Citibank allows the withdrawal
of the Account and/or accrued interest or any part thereof prior
to its maturity date, I agree that all losses, damages, costs and
expenses suffered or incurred by Citibank as a direct or indirect
result of the Forward Contract entered into with me and/or such
early withdrawal shall be borne by me.
8.6 If my Transfer instructions are to place the proceeds of the
Forward Contract on any Account or other facility with Citibank
(e.g. FCNR(B), Multicurrency, Time Deposit), I shall prior to the
maturity date of the Account sign all relevant application forms
and documents for the purpose of entering into an agreement
with the relevant Citibank branch to take up such facility, and
such facility shall be subject to the relevant terms and conditions
of such agreement. If Citibank does not act on my instructions
or if for as long as the relevant Citibank Branch has not accepted
my application for such facility, Citibank shall provide reasonable
notice and hold such proceeds for me without any obligation to
account for interest thereon. The risk of, and any administrative
or service costs associated with, Citibank acting on my transfer
instructions and/or transmission of payment to me of such
proceeds by any mode of payment (including without limitation
any charges imposed by Citibank itself in accordance with its
usual practice) shall be borne solely by me. Cash withdrawals
in any currency shall be subject to availability.
8.7 I may from time to time instruct you to enter into Foreign
Currency Forward Contracts on my behalf upon such terms
and conditions as may be set out in the relevant Confirmation.
Delivery (at your sole and absolute discretion) and/or payment
for forward contracts will be made on the future date specified
in such contracts.
8.8 If a foreign exchange Forward Contract specifically provides
for delivery, then on the Value Date, I shall pay you at an office
specified by you the applicable currency amount payable by me.
Subject to the making of such payment by me, you shall credit
the applicable currency amount payable by you to such account,
with an office or affiliate of yours, as I shall specify in writing to
you.
8.9 The aggregate amount of my positions shall not exceed at
any time any limits you place thereon. You shall be under no
obligation to maintain in full or in part any foreign exchange lines
which I may at any time have with you or to make available to
me foreign exchange lines to enable me to meet my obligations
to you.
9. Premium Account/Market Linked Account
9.1 Premium Accounts
9.1.1 A “Premium Account” is a product where interest and principal
is repaid at maturity in either the Base Financial Instrument or
one or more Alternative Financial Instrument at your option. A
Premium Account may be made in such currencies and other
Financial Instruments as you may determine at your absolute
discretion. Each Premium Account will be subject to the terms
of a separate written confirmation to be issued to me/us by you.
In the event of any conflict between this Terms and Conditions
and a Confirmation, the Confirmation will prevail.
9.1.2 At the time a Premium Account is opened, the Base Financial
Instrument, the principal amount, the commencement date, the
maturity date, the interest rate, one or more Alternative Financial
Instrument(s) and the applicable rate of exchange between
the Base Financial Instrument and each Alternative Financial
Instrument will be determined by agreement between you and
I.
9.1.3 Subject to me depositing into the Premium Account the principal
amount and selling to you an option relating to the Alternative
Financial Instrument and subject to paragraph 24 (“Citibanks
Payment Obligations”) under “Terms Applicable Generally
herein, you shall pay or deliver (as the case may be) on the
maturity date, at your option (subject to paragraph 9.1.4 below)
either:
(a) the principal amount and interest on the principal amount
in the Base Financial Instrument; or
(b) the equivalent of the principal amount and interest on the
principal amount in the Alternative Financial Instrument or,
if there is more than one Alternative Financial Instrument,
the Alternative Financial Instrument selected by you in your
reasonable discretion.
9.1.4 Notwithstanding the above paragraph 9.1.3, a Premium Account
may be opened on different or additional terms which shall
be set out in the Confirmation issued by you in respect of the
Premium Account. In particular, a Premium Account may be
subject to knock-in or knock-out event (such that the applicable
payment or delivery to me on maturity may depend on whether
a particular rate of exchange, price, index level or other yield
or amount has been reached or exceeded over the term of the
Premium Account), or may contain other embedded options or
structures.
9.1.5 Your certificate as to any sum payable or any Financial
Instrument to be delivered under a Premium Account shall be
conclusive and binding on me/us in the absence of manifest or
clerical error. In particular (and without limitation), where a rate
of exchange, price, index level, interest rate, interest amount, or
any other yield or amount is to be determined by you, each such
determination shall be conclusive and binding on me/us in the
absence of manifest or clerical error. You shall make each such
determination in good faith and in accordance with generally
accepted practices in the relevant market.
9.1.6 Withdrawal of the principal amount or any part thereof prior
to the maturity date may be made only with your prior written
consent (which you may withhold at your discretion without
providing reasons) and upon such terms and conditions as you,
in your reasonable discretion, may impose. Such terms and
conditions may include (without limitation) the deduction of
such breakage costs as you may reasonably determine at your
discretion.
9.1.7 Dual Currency Investments means any investment whereby the
Bank has the option to repay the investment amount placed
with the Bank either in the currency of investment or in an
alternate currency. Premium Accounts may be dual currency
investments (or “DCIs”) depending on the specific terms of the
Premium Account. For example, a Premium Account could have
as its Base Financial Instrument, US dollars and its Alternative
Financial Instrument as another currency (e.g. Australian
dollars). Such a Premium Account would be a DCI as it would
involve a currency option which gives the Bank the right to repay
the principal sum plus interest at maturity in either the currency
of investment (US dollars) or the alternative currency (Australian
dollars). Part or all of the interest earned on the Premium Account
represents the premium on this option. On the other hand, some
Premium Accounts may not be DCIs. For example, a Premium
Account could have as its Base Financial Instrument, gold and
its Alternative Financial Instrument as US dollars. On the basis
that such a Premium Account would involve an option which
gives the Bank the right to repay the principal sum plus interest
at maturity in either gold or US dollars, such a Premium Account
would not be a DCI.
9.1.8 A DCI shall be in an amount not less than the minimum
prescribed by the Bank from time to time.
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9.1.9 Before placing a DCI, I understand that I must have received
and read the Bank’s “Risk Disclosure Statement” and Premium
Account factsheet/information disclosure document and
understand the risks involved in placing a DCI.
9.1.10 I shall not place any DCI with the Bank unless I have sufficient
funds or liquidity to keep the DCI until maturity and I accept that
the DCI may remain illiquid until maturity.
9.1.11 An advice of deposit will be issued to me upon receipt and
acceptance by the Bank of any DCI and a copy of the confirmation
of the DCI may be given to me.
9.1.12 Partial and premature withdrawal of a DCI is not permitted.
The Bank may, in its absolute discretion, permit a premature
withdrawal of a DCI upon payment of all pre-termination costs.
Such pre-termination costs will be determined by the Bank
exercising reasonable discretion and will be deducted from the
DCI. I am aware that I may incur a loss on the principal amount
upon withdrawal and may only receive back part of the DCI in
view of the costs deducted by the Bank, any movements in
exchange rates and I shall accept any sum paid by the Bank upon
such premature withdrawal as the amount due and repayable
in respect of the DCI.
9.1.13 Without prejudice to Clause 15 “Closing of Accounts” herein, the
Bank may, at any time at its reasonable discretion, terminate a
Premium Account with reasonable notice to me and discharge
its entire Liability with respect to a Premium Account by mailing
me a draft(s) or check(s) in the currency of the Premium Account
or the currency of the Bank’s choice, payable to the order of
my name(s) for the amount of the principal amount together
with all sums in credit in the Premium Account (including any
interest that has accrued) (the “Placement”), or, at the Banks
option, delivering to me a Financial Instrument of its choice,
equivalent to the amount of the Placement. The Placement
shall be determined at such prevailing rate and/or price as the
Bank may determine in its absolute discretion from time to time.
Such delivery to me may be made by transferring the Financial
Instrument to the credit of a custody account with the Bank
or with another financial institution designated by me. In the
case of a Premium Account made in more than one persons
name, unless otherwise instructed by me, the drafts shall be
drawn payable to all of the undersigned or (as the case may be)
the Financial Instrument shall be delivered to a joint account of
all of the undersigned. The Bank’s rights of termination above
are cumulative to and shall not prejudice any other rights of
termination it may have under these Terms and Conditions or
other agreements governing the Accounts. I am aware that I may
incur a loss on the principal amount upon such termination by
the Bank.
9.1.14 All mail or telegraphic or electronic transfers and negotiable
instruments accepted for placement will be placed on the DCI on
receipt of funds and the agreement shall be deemed to have been
breached or broken by me if such proceeds are not received by
the Bank and I shall pay to the Bank the damages or loss suffered
by the Bank as determined by the Bank exercising reasonable
discretion. Such determination shall be conclusive and binding
on me.
9.1.15 The agreement between the Bank and myself at the time of the
placing of a DCI will specify the currencies in which the Bank
may make repayment on maturity at the absolute discretion
of the Bank. I shall accept such payment in such currency as
determined by the Bank, in its absolute discretion, as full and
final payment of the DCI on maturity.
9.1.16 Interest payable by the Bank on a DCI will be calculated with
reference to the original currency of investment on the basis of
a 360-day year or a 365-day year in accordance with the Bank’s
usual practice concerning the relevant currency (as determined
by the Bank) and the actual number of days elapsed. Interest
will be calculated up to but excluding the maturity date. The
Bank shall not be obliged to pay me interest from and after the
maturity date.
9.1.17 The Bank may on giving reasonable notice, impose such fees and
charges in respect of the DCI as may be specified from time to
time.
9.1.18 A Premium Account is not a deposit, and is therefore not an
insured deposit under the Deposit Insurance and Policy Owners’
Protection Schemes Act 2011 of Singapore and is not eligible
for deposit insurance coverage under the Deposit Insurance
Scheme, as amended, supplemented or re-enacted from time
to time.
9.2 Market Linked Account
9.2.1 A structured deposit (“Structured Deposit) includes any deposit
under which any interest or premium is payable, or is at risk,
in accordance with any formula based on the performance of
any securities or financial instrument or basket of financial
instruments or any index or the occurrence of any credit event.
Market Linked Accounts are a form of Structured Deposit.
9.2.2 A “Market Linked Account” involves the sale or purchase by
me from you of an option using all or part of the interest I could
have earned over the tenor of the Marked Linked Account and,
at times, part of the principal.
9.2.3 A Market Linked Account may be placed in any currency which
is acceptable to the Bank. A Market Linked Account shall be in
an amount not less than the minimum prescribed by the Bank
from time to time.
9.2.4 I am aware and understand that the Market Linked Account
involves the usage of financial and/or commodity options.
The options in themselves constitute general, unsecured,
contractual obligations of Citibank, are not FDIC insured, and
involve investment risks.
9.2.5 Before opening a Market Linked Account, I must have signed
an acknowledgement that I have received and read the Bank’s
“Risk Disclosure Statement” and understand the risks involved
in placing a Market Linked Account.
9.2.6 I shall not open any Market Linked Account with the Bank unless
I have sufficient funds or liquidity to keep the Market Linked
Account until maturity and I accept that the Market Linked
Account may remain illiquid until maturity.
9.2.7 An advice of deposit will be issued to me upon receipt and
acceptance by the Bank of any Market Linked Account and a
copy of the confirmation of the Market Linked Account may be
given to me.
9.2.8 Subject to my placing an agreed principal amount for an
agreed-upon period, you shall pay to me on maturity date an
amount equivalent to the Covenanted Amount. Should there
be an agreed-upon minimum interest amount in respect of the
Market Linked Account, you will also pay me on maturity date the
interest, which shall not be less than the agreed upon minimum
amount. The interest payable, if any, shall be calculated by
you in accordance with the terms and conditions set out in the
Confirmation.
9.2.9 The principal sum on the Market Linked Account is only
guaranteed if held to maturity. Partial and premature withdrawal
of a Market Linked Account is not permitted. The Bank may, in its
absolute discretion, permit a premature withdrawal of a Market
Linked Account upon payment of all pre-termination costs.
Such pre-termination costs will be conclusively determined by
the Bank exercising reasonable discretion and will be deducted
from the Market Linked Account. I am aware that I may incur
a loss on the principal amount upon withdrawal and may only
receive back part of the Market Linked Account in view of the
costs deducted by the Bank and I shall accept any sum paid by
the Bank upon such premature withdrawal as the amount due
and repayable in respect of the Market Linked Account.
9.2.10 Without prejudice to Clause 15 “Closing of Accounts” herein, the
Bank may, at any time at its reasonable discretion, terminate
a Market Linked Account with reasonable notice to me and
discharge its entire Liability with respect to a Market Linked
Account by mailing me a draft(s) or check(s) in the currency
of the Market Linked Account or the currency of the Bank’s
choice, payable to the order of my name(s) for the amount of
the principal amount together with all sums in credit in the
Market Linked Account (including any interest that has accrued)
(the “Placement”), or, at the Banks option, delivering to me a
Financial Instrument of its choice, equivalent to the amount
31
of the Placement. The Placement shall be determined at such
prevailing rate and/or price as the Bank may determine in its
absolute discretion from time to time. Such delivery to me may
be made by transferring the Financial Instrument to the credit
of a custody account with the Bank or with another financial
institution designated by me. In the case of a Market Linked
Account made in more than one person’s name, unless otherwise
instructed by me, the drafts shall be drawn payable to all of the
undersigned or (as the case may be) the Financial Instrument
shall be delivered to a Joint Account of all of the undersigned. The
Bank’s rights of termination above are cumulative to and shall
not prejudice any other rights of termination it may have under
these Terms and Conditions or other agreements governing the
Accounts. I am aware of the fact that the principal sum placed in
the Market Linked Account is only guaranteed if held to maturity.
I may therefore incur a loss on the principal amount upon such
termination by the Bank.
9.2.11 All mail or telegraphic or electronic transfers and negotiable
instruments accepted for deposit will be placed on the Market
Linked Account on receipt of funds and the agreement shall be
deemed to have been breached or broken by me if such proceeds
are not received by the Bank and I shall pay to the Bank the
damages or loss suffered by the Bank as determined by the Bank.
Such determination shall be conclusive and binding on me.
9.2.12 A Market Linked Account is only capital guaranteed if held to
maturity, and provided that there is no termination of the Market
Linked Account before the maturity date. I will be entitled to the
interest (if any) in accordance with the pay-out table or formula
set out in the confirmation for the Market Linked Account only on
the maturity date and not before that date.
9.2.13 The Bank may on giving reasonable notice, impose such fees
and charges in respect of the Market Linked Account as may be
specified from time to time.
9.2.14 A Market Linked Account is not an insured deposit under the
Deposit Insurance and Policy Owners’ Protection Schemes
Act 2011 of Singapore and is not eligible for deposit insurance
coverage under the Deposit Insurance Scheme, as amended,
supplemented or re-enacted from time to time.
9.2.15 Unlike traditional deposits, Market Linked Accounts have an
investment element and returns may vary. I understand that
I should seek advice from a financial adviser before making a
commitment to purchase a Market Linked Account. In the event
that I choose not to seek advice from a financial adviser, I will
carefully consider whether a Market Linked Account is suitable
for me.
9.3 Maturity of Premium Account /Market Linked Account
9.3.1 On maturity, each Premium Account and/or Market Linked Account
will be dealt with in accordance with disposition or withdrawal
instructions received by you at the time of placing the principal
amount in the Account. I must inform you of my intent to withdraw
at least two (2) Business Days (by 2.00 pm Singapore time) prior to
the maturity date of the Market Linked Account and/or Premium
Account. If no such instructions are received:
(a) the amount payable on the Premium Account shall be
placed in a time deposit at the prevailing rate of interest;
but if for whatever reason the time deposit facility is not
available, interest shall cease to accrue on the Premium
Account on maturity and the principal and accrued interest
shall be placed in either the Base Financial Instrument or the
Alternative Financial Instrument (if there is more than one
Alternative Financial Instrument, the Alternative Financial
Instrument of our choice), as determined at your sole option
in an account in my name or (as the case may be) in a Joint
Account in the name of all Account Holder(s) of the Account.
A Premium Account will not be automatically renewed; and
(b) the Market Linked Account shall be placed in a time deposit
at the prevailing rate of interest; but if for whatever reason
the weekly time deposit facility is not available, interest shall
cease to accrue on the Amount Payable as of maturity date
for the Market Linked Account.
9.3.2 Premature withdrawal may result in some loss of the principal
amount and interest (if any) for the Premium Account(s) . I will
be responsible for all costs, charges, expenses and fees payable
for or incurred in the pre-termination of any of my Premium
Account(s) and such costs, charges, expenses and fees shall
be deducted by you from the amount payable to me under the
Premium Account(s).
10. Offshore Renminbi
10.1 I agree that the Offshore RMB Products and Services provided
by you are subject to the Applicable RMB Terms and Conditions
and the Applicable RMB Provisions. If there is any inconsistency
between the Applicable RMB Terms and Conditions and the
Applicable RMB Provisions, the Applicable RMB Provisions shall
prevail.
10.2 I agree that I will at all times comply with all applicable laws,
rules and regulations in connection with my holding and use of
Offshore RMB Products and Services.
10.3 I understand and accept that Citibank’s ability to operate,
provide or perform the Offshore RMB Products and Services may
be impaired, suspended (in some cases indefinitely) or rendered
impracticable. Further, I understand and agree that Citibank is
entitled to reject, terminate, revise or cancel the provision of any
Offshore RMB Products and Services and/or transfer or convert
any amount in my Offshore RMB denominated account(s) in your
sole and absolute discretion without prior notice to me, under
such circumstances which include but are not limited to the
following:
(i) in order to comply with the Applicable RMB Provisions and
the Applicable RMB Terms and Conditions; or
(ii) upon occurrence of any event which materially restricts or
hinders the ability of Citibank to or, if it is impossible, illegal,
impracticable for Citibank to obtain, convert, transfer or
remit Offshore RMB or to provide or perform the Offshore
RMB Products and Services to me due to any reason beyond
Citibank’s control. Citigroup shall not be liable and shall not
bear any risks for any losses, costs, expenses or charges or
other consequences arising or suffered by me as a result
of or in connection with the foregoing, including but not
limited to the loss of Offshore RMB deposits deposited
by Citibank directly or by any Citigroup Entity with any
Offshore RMB clearing and settlement bank, clearing house
or custodian except in the case of gross negligence, wilful
default or fraud.
10.4 These Terms and Conditions do not contain an exhaustive list
of restrictions that apply to the Offshore RMB Products and
Services. I understand that restrictions may be imposed from
time to time by Citibank and third parties such as regulatory
authorities, governments and clearing banks.
10.5 I understand and agree that no physical deposit or withdrawal
of Offshore RMB is permitted and there is no physical delivery
of Offshore RMB.
10.6 I understand and agree that subscriptions/placements of
Offshore RMB Products can only be effected in US dollars. The
US dollar funds received from me will be converted into Offshore
RMB. If I would like to effect a subscription or placement of
Offshore RMB Products using non-US dollar funds, I will be
required to convert my funds to US dollars and thereafter into
Offshore RMB. I understand that I may therefore suffer losses
from the multiple foreign exchange conversions.
10.7 Citibank will effect a payment obligation to me with respect to
my Offshore RMB funds in US dollars, by converting my Offshore
RMB to US dollars. Notwithstanding the above, I can request
for a payment of my Offshore RMB funds in a freely-convertible
and available currency other than US dollars. Citibank will first
convert my Offshore RMB funds to US dollars before converting
it to my currency choice. I understand that I may therefore
suffer losses from the multiple foreign exchange conversions. In
addition, I could potentially receive back less than the full value
of the principal amount.
10.8 Without prejudice to paragraph 10.7 above, Citibank may
discharge its entire Liability to me with respect to my Offshore
32
RMB funds by converting my Offshore RMB funds into US dollars
or such other currency as reasonably determined by Citibank.
10.9 I understand and agree that all currency conversions are subject
to availability and will be effected based on Citibanks prevailing
exchange rate. Citibank shall have the discretion to not effect
any currency conversion without providing any reason. Currency
conversions from Offshore RMB to US dollars and vice versa
will be done at Citibank’s prevailing exchange rates which will
be based on the Offshore RMB interbank rates. These Offshore
RMB interbank rates may be driven by various factors including
market demand and supply and may be significantly different
from the Mainland China RMB exchange rates. The Bank may at
its discretion include a spread or markup in the exchange rates
quoted.
10.10 I understand and agree that any inward or outward funds
transfers/remittances/telegraphic transfers of Offshore RMB
are not permitted. Accordingly, Citibank reserves the right to
reject or refuse such transactions.
10.11 I understand and agree that no Checkbooks shall be issued and
no Checks can be drawn on any Offshore RMB denominated
accounts with Citibank.
10.12 Citibank may use the currency code “CNH” in advices,
statements and other documentation relating to my Offshore
RMB Product and Services.
11. Fixed Income Securities
11.1 Upon my acceptance of this Product, I agree that you shall be
authorised to:-
(a) purchase and sell for and on my/our behalf and/or for my
account and in accordance with my instructions such fixed
income securities including bonds, commercial papers, bills
of exchange, bills and notes (“Fixed Income Securities”) as
I may direct you from time to time;
(b) register and hold in your name the Fixed Income Securities
so purchased from time to time which I shall be required to
deposit in your custody at my sole risk (except in respect
of loss or damage suffered by me by reason of your gross
negligence, wilful default or fraud), until such time as I
may give you instructions to deal with such Fixed Income
Securities;
(c) exercise any right or power, including voting rights, arising
from the Fixed Income Securities, from time to time unless
I otherwise direct;
(d) credit my Account(s) with the proceeds of any sale of Fixed
Income Securities and with any dividend, interest or other
payment accruing from time to time in respect of the Fixed
Income Securities (collectively, “Proceeds”); and
(e) carry out any foreign exchange transaction at the relevant
rates of exchange determined by you from time to time to
facilitate any investment in the Fixed Income Securities or
where any monies are payable or receivable in respect of
any Fixed Income Securities in a foreign currency.
11.2 In the event you act as custodian for my Fixed Income Securities,
you shall be entitled at your discretion:-
(a) to deposit or lodge the Fixed Income Securities with any of
your branches, other banks or financial institutions, or any
securities clearing institutions (whether in Singapore or
elsewhere) (individually, “Sub-Custodian, and collectively,
“Sub-Custodians”), upon such Sub-Custodians customary
terms and conditions and/or such other terms and
conditions as you may approve;
(b) to pool my Fixed Income Securities with other Fixed Income
Securities belonging to or held by you for the account of your
other customers, and to maintain such records or accounts
as you deem fit for the purpose of determining my beneficial
entitlement in such pool; and
(c) to treat the Fixed Income Securities as fungible, or at any
time to allocate specific Fixed Income Securities to me, and
any such treatment or allocation shall be binding on me.
11.3 I acknowledge that where you pool my Fixed Income Securities
with other Fixed Income Securities belonging to or held by you
for the account of your other customers and deposit or lodge
such Fixed Income Securities in accordance with paragraph 11.2
above, my interest in the Fixed Income Securities may not be
identifiable by separate certificates, or other physical documents
or equivalent electronic records.
11.4 If for any reason whatsoever (other than by reason of your gross
negligence, wilful default or fraud) all or any part of the Fixed
Income Securities deposited or lodged with any Sub-Custodian
and treated as fungible are lost or otherwise become unavailable
for delivery, the reduction in the amount of such Fixed Income
Securities shall be shared between all the depositors of Fixed
Income Securities of that class or category whose Fixed Income
Securities are treated as fungible. Any pro rata entitlement in
this respect shall be dealt with by the sale of the relevant Fixed
Income Securities and the distribution of the proceeds of sale
thereof. Notwithstanding the foregoing, no reduction shall be
made if and to the extent that you reasonably determine at your
sole discretion that you will be able to replace or recover any of
the relevant Fixed Income Securities.
11.5 In the event that the seller or issuer (or its agents) of the relevant
Fixed Income Securities fails to make good, valid or timely
delivery or payment in respect of the Fixed Income Securities
to you in my favour, I shall not hold you liable whatsoever (other
than by reason of your gross negligence or wilful default).
11.6 Your Liability (if any) in connection with the Fixed Income
Securities shall not in any event exceed the par or nominal
value of such Fixed Income Securities (regardless of whether
such Liability arises in respect of your role as custodian, agent,
principal or counterparty in connection with the Fixed Income
Securities). My investment in Fixed Income Securities under this
section shall also be governed by the section in these Terms and
Conditions entitled “Nominee Services”.
11.7 All service fees and charges (if any) relating to the service shall
be deducted from the relevant coupon payment(s) and shall be
deducted monthly, or as often as those payments are effected. In
the effect that no coupon payment is made, you are authorised
to debit my savings, checking and/or time deposit account(s)
for such service fees and charges, as and when reasonably
determined by you. In the event that I do not have a savings,
checking and/or time deposit Account(s), one will be opened by
you for me. You shall have the right to cancel any service if I fail
to pay such service fees and/or charges.
12. Structured Notes
12.1 I may enter into a transaction (“Transaction) from time to time
for the purchase of a Structured Note (and any such Structured
Note may comprise a “Knock-in” or “Knock-out” feature or other
structured option) on such terms as may be agreed between you
and me.
12.2 You shall furnish me from time to time with information relating to
any Structured Note including information sheets and indicative
term Sheets and such explanatory brochures (collectively the
“Relevant Information) which you may provide from time to
time. I understand and agree that it is my responsibility to
fully comprehend and familiarise myself with all the terms and
conditions of the Transaction to be effected and the risks relating
to any of the Transactions. I acknowledge that I will enter into
the Transaction at my sole judgment and responsibility.
12.3 I acknowledge that unless otherwise stated in the subscription
documents for the relevant Structured Note, you will act as my
agent in assisting me to purchase any such Structured Note from
an issuer or counterparty (and not or otherwise notified to you as
principal or as an agent of the issuer). In any event, you will have
no Liability whatsoever to me in respect of such Note except in
the case of your gross negligence, wilful default, or fraud.
12.4 Each Transaction shall be subject to the terms set out below:
(a) The Structured Note can be cash or physical settled,
depending on the terms of the Structured Note set out in
the Relevant Information.
(b) The Structured Note is issued fully capital guaranteed,
33
not capital guaranteed or under terms which provide for
a minimum portion of capital to be returned under certain
circumstances on maturity, as stated in the indicative term
sheet.
(c) An order to purchase the Structured Note may be made by
me via instructions to any of your authorised officers in such
forms of communication as may be agreed by you.
(d) A confirmation advice (the “Confirmation Advice”) and
the final terms and conditions of the Structured Notes
(the “Final Term Sheet”) will usually be sent to me after
the execution of any Transaction. The purchase of the
Structured Note shall be deemed to have been concluded on
the transaction date stated in the Confirmation Advice. The
Confirmation Advice and the Final Term Sheet in respect of
the Structured Note constitute a supplement to and forms
an integral part of the agreement applicable to Structured
Note.
(e) The Confirmation Advice will set out and evidence what
has been agreed between me and you in accordance with
these Terms and Conditions, and will not supersede the
terms of the Securities. Within twenty-one (21) business
days (or such other time period as determined by Citibank
in its absolute discretion) of the date of the Confirmation
Advice, I must notify you if I believe that the details of the
transaction(s) are not correctly set out in the Confirmation
Advice.
The Confirmation Advice will be deemed to correctly set
out the details of that transaction unless I have notified
you in accordance with this Clause of any error I believe the
Confirmation Advice contains and the Confirmation Advice does
in fact contain that error. I agree and acknowledge that there is
no requirement to send to Citibank a written acknowledgement
that the details of the transaction(s) set out in the Confirmation
Advice are correct. The existence of a binding transaction
is not conditional on either your issuance or my receipt of a
Confirmation Advice. Accordingly, my/our failure to receive a
Confirmation Advice does not invalidate or otherwise prejudice
the existence of a transaction.
(f) A maturity advice will be issued to me on maturity date,
setting out the terms and conditions of settlement in cash
or physical delivery. In the event that the Structured Note
is cash settled, you will credit my account with an amount
agreed pursuant to the terms of the Structured Note.
12.5 I shall purchase any such Structured Note to the extent that
the subscription amount of the Structured Note, commission
of the Structured Note, handling fees and any charges and fees
for such purchase, do not exceed the deposit balance of my
Account maintained with you. In the event that the Structured
Note results in stock delivery, I shall be liable for the payment of
stamp duty or any fees for the transfer of the stocks to me.
12.6 In the event that the subscription amount of the Structured Note,
commission, handling fees, any charges and fees applicable in
the Transaction exceed the deposit balance of the Account and
payment thereof is not effected by me upon your demand, I shall
be liable to pay such subscription amount, all out-of-pocket
costs and actual damages incurred by you relating to such unpaid
or late payment, including without limitation, interest on such
subscription amount and any other costs and expenses incurred
by you with respect to such Transaction.
12.7 My investment in Structured Notes under this section shall
also be governed by the section in these Terms and Conditions
entitled “Nominee Services”.
13. Other Product Terms
13.1 Customer Investment Profile
13.1.1 Prior to your making available to me from time to time any of
the Products listed in these Terms and Conditions, you may
request such information of me as you may require to assist
you in assessing the suitability of such Products for me. I
consent that you may refer to, and provide to me accordingly, a
summary of such information in your suitability assessment of
such Products, on the understanding it is my responsibility to
notify you immediately if any of the information which you refer
to (and provided to me accordingly) is erroneous, incomplete or
inaccurate.
13.1.2 A confirmation of my investment instructions and investment
decisions, will be sent to me and the provisions of paragraph
6 (“Statements/Confirmation) under “Terms Applicable
Generally” herein will apply in relation to the Confirmation.
13.1.3 The investment services will be provided to me within a
recommended account relationship. You may advise me from
time to time in relation to a wide range of investment products,
subject to the laws of my country of residence. When you
recommend a specific investment product or transaction
to me, you will inform me of such a recommendation, but I
acknowledge that I am not obligated to accept any such advice
or recommendation. A recommended account relationship
is not a fiduciary relationship and as a result, you will not be
under any obligation to provide on-going advice in relation
to your investments. You will be under no obligation to bring
investment opportunities to my attention or to update the
information or advice provided. You are also not obliged to
provide periodic portfolio reviews. Periodic portfolio reviews will
not be provided to me unless: (a) it is required by local laws or
regulations; or (b) I have specifically agreed with you in writing
for such service to be provided. I will make and have made an
independent assessment of each and every investment, and all
decisions with respect to investing in, holding or disposing of
any investment or entering or determination not to enter into
any transaction are mine. I am solely responsible for making my
own independent investigation and appraisal of each investment
and to fully understand and familiarise myself with all the
terms and conditions of each of the investments and the risks
involved. I agree to only enter into a transaction on the basis of
my independent review and determination that the transaction
is consistent with my objectives and are suitable investments
for me in light of my financial positions, investment objectives,
investment experience and knowledge, and on the basis that I
have fully understood the economic risks, merits and the legal,
tax and accounting characteristics and consequences of the
transaction(s) and I am able to assume all risks. I agree that I have
the knowledge and sophistication to independently appraise
and understand the financial and legal terms and conditions of
each transaction and to assume the economic consequences
and risks thereof and have or will have, in fact, done so as a result
of arms-length dealing with you. I agree that any transaction is
entered into in the exercise of my own judgment.
In making any investment decision, I shall do so entirely at my
responsibility and judgment having made all such enquiries and
assessments as I shall consider appropriate. You assume and
materially rely on my being agreeable and willing to generally
accept responsibility for entering into any and all investments.
My obligations and responsibilities as set out under this section
shall not affect any obligations of the Bank in respect of providing
me with advice on investment products, as required under the
applicable law.
13.2 Securities
Appointment and Transaction Application
13.2.1 I hereby appoint you as my service agent for all transactions
relating to the Securities. You may enter into transactions
relating to Securities as agent for and on my behalf and for my
sole risk and account (whether such transactions are entered
into with a Citigroup Organisation or otherwise).
13.2.2 I warrant and undertake to you that in respect of each transaction
relating to Securities entered or to be entered into with you or by
you as my agent, I have contracted or will contract as principal
and not as agent or (unless disclosed to you in writing before
entering into this Agreement) as trustee for any person.
13.2.3 These Terms and Conditions do not constitute a solicitation or
offer to invest in Securities and I acknowledge and agree that
all Securities that I invest in are being made available to me by
you pursuant to my initial request.
34
13.2.4 Prior to your making available any Securities to me from time to
time, you may request such information of me as you may require
to assist you in assessing the suitability of such Securities for
me.
13.2.5 You shall have no responsibility to make available or to continue
to make available any particular Securities.
Account and Transactions Relating to Securities
13.2.6 Where you agree to transact in Securities on my behalf, you may
require me to open a separate sub-account for this purpose.
13.2.7 The Account may consist of Securities in one or more currencies
and you will maintain it in accordance with such rules and
conditions as you may from time to time prescribe.
13.2.8 I agree to maintain a minimum monthly average balance in the
Account represented by the value of the Securities and credit
balance in such amount as you may from time to time prescribe.
Notwithstanding anything else in these Terms and Conditions,
you may close the Account with reasonable notice to me if in
your opinion I have failed to operate the Account satisfactorily.
13.2.9 Securities purchased by you on my account may be pooled with
securities purchased by you for your other customers. Securities
in your name will be treated as fungible for purposes of allocation
among your different customers.
13.2.10
Transactions relating to Securities are subject to applicable
laws, regulations and market rules and customs in the country
where such transactions are executed, the terms and conditions
of the issuer of the relevant Securities, all laws and regulations
applicable to the issuer and the Securities (including rules of
relevant exchanges and clearing houses), and other conditions
that you may impose from time to time.
13.2.11 In respect of transactions relating to Securities, I agree that:
(a) any prices which you quote for any Securities at or prior to my
placing an order will be for indication or reference only;
(b) any order for the execution of a transaction relating to
Securities:
(i) shall not be revocable except with your consent; and
(ii) shall only be considered by you for execution if made in
accordance with your prescribed procedures and your
prescribed cut-off time; and
(c) notwithstanding sub-paragraph (b) above, you may at your
sole and absolute discretion refuse to carry out any of my
orders to execute a transaction relating to Securities.
13.2.12
All interest, income, accretions, gains and proceeds of sales
of Securities which are received by you shall be credited to the
Account.
13.2.13
I authorise you to enter into foreign exchange contracts
necessary or expedient to facilitate or to carry out my
instructions for transactions relating to Securities on the day
when funds are required to be converted into other currencies
in connection therewith. Such transactions may involve foreign
exchange contracts which shall be transacted at the applicable
exchange rate from time to time fixed by your relevant manager.
Delivery
13.2.14
Certain Contracts may provide for cash settlement while some
may provide for delivery of the underlying asset or instrument
upon settlement. I may, subject to the terms and conditions
relating to the relevant Securities and those of the Confirmation,
take delivery of the underlying asset or instrument wherever it
is physically possible to do so subject to my payment of all your
expenses, costs and fees involved in effecting such delivery.
Instructions
13.2.15
Applications for investments in Securities must be made
by submission of a completed application in the form and
substance determined by you from time to time.
13.2.16
On receipt of valid instructions you will, subject to these Terms
and Conditions, implement such instructions including, without
limitation, by purchasing Securities in your own name or in the
name of a nominee but for my benefit.
13.2.17
The title in Securities purchased by you on my behalf will be
deemed to have passed to me simultaneously with receipt of
title in such Securities by you or your nominees.
13.2.18
I understand and agree that transactions relating to Securities
may be subject to a minimum transaction size/value, may have
to be consolidated with similar transactions of other customers,
and/or may only be implemented if such minimum size/value
transaction is achieved.
Fees, Commissions and Charges
13.2.19
To the extent permitted by applicable laws and regulations, you
are entitled to retain any benefit whatsoever obtained by you
under or in connection with any transaction relating to Securities
entered into on my behalf without having to disclose the same
to me.
13.2.20
I shall, in addition to any fees, commissions and charges relating
to the underlying Securities, pay you such annual service fee
for your services rendered to me pursuant to these Terms and
Conditions as you may from time to time advise me in advance.
13.2.21
I acknowledge and agree that you may receive at your sole
discretion fees from issuers of Securities, in addition to service
fees from me.
13.2.22
I acknowledge that upfront fees, annual management fees,
switching charges, redemption and other charges and taxes (if
applicable) may be payable in relation to certain Securities and I
hereby agree to pay the same after giving you reasonable notice
of such fees or charges.
13.2.23
I hereby authorise you to debit the Account(s) for any fees,
commissions, charges, taxes or other amounts payable by
me to you pursuant to these Terms and Conditions. I further
authorise you to debit any account held in my name with you
or any of your branches, subsidiaries and affiliates inside and
outside Singapore for such fees, commissions, charges, taxes
or other amounts payable by me to you under these Terms and
Conditions, in case the funds available in the Account(s) are not
sufficient to cover/settle the same. You may exercise any such
power without any prior notice to me.
13.2.24
If on any date any amounts are due from me to you or vice
versa pursuant to any transaction relating to Securities,
(unless mutually agreed otherwise) the amounts owing will be
automatically satisfied and discharged and only the net amount
owing on that day shall be paid by either me or you (as the case
may be), being the party owing the larger amount to the other.
13.2.25
Upon my request, you will make available information in relation
to the Account(s), in relation to the Securities transacted, and
in relation to fees, commissions and expenses incurred for my
Account(s).
13.2.26
I agree that you may (but are not obliged to) keep and maintain
from time to time in any place outside Singapore any information
and documents of and relating to any transaction or dealings
relating to the Securities and my Account(s).
13.2.27
In the event that I am a non-profit organization, I may invest in
Securities provided my constitution does not bar me from doing
so. It is my responsibility to ensure that the relevant Securities do
not comprise of investments of a nature which I am prohibited
from investing.
13.2.28
Investments in the Account(s) do not constitute a bank deposit
and are not endorsed or guaranteed by and do not constitute
an obligation of any Citigroup Organisation whose role, if any,
is only as described in these Terms and Conditions.
13.3 Investment Funds
13.3.1
You accept no responsibility for furnishing information to me
concerning any unit trust funds and other investment funds
(“Fund(s)”) or the performance of the Fund(s). My investment
in the Fund(s) and the relevant prices for these Fund(s) shall
be subject to such terms and conditions as you may prescribe
from time to time. Non-profit organisations may subscribe
for the Fund(s) provided their respective constitutions do not
bar them from doing so. It is the responsibility of the non-
35
profit organization to ensure that the Fund(s) does/do not
hold investments of a nature in which such an organisation is
prohibited from investing.
13.3.2
I understand and agree that:-
(a) Fund(s) units are not bank deposits and are not endorsed
or guaranteed by you, Citigroup Inc. or its subsidiaries, and
do not constitute your obligations or those of Citigroup Inc.
or its subsidiaries unless otherwise stated;
(b) the past performance of any Fund(s) is not a guarantee of
its future performance and that the price of a Fund may go
down as well as up, and in certain circumstances the right
of the investor may be restricted; and
(c) units of the Fund(s) may neither be bought nor held directly
by, nor may they be transferred to an investor who is a U.S.
Person.
13.3.3
With respect to any units of any Fund(s) subscribed for by me, in
the event that I do not make good the payment for subscription,
you shall have the right to automatically liquidate my holding
on the next Dealing Day (as defined in the relevant trust deed
or other document constituting the Fund) and to apply the
proceeds of such liquidation in reduction of the amount payable
by me to you and without any prejudice to any other right which
you may have against me in respect of such non-payment. I
shall (a) pay you all costs and expenses which you may incur in
connection therewith; and (b) reimburse you for any shortfall
between the liquidation proceeds and the subscription price.
13.3.4
You will be entitled to arrange on my behalf for registration
of units subscribed for by me in any Fund in your name or
that of your nominee company, but you shall in any case
maintain records of my entitlement to units in these Fund(s).
All instructions by a corporation must be executed under its
company seal in accordance with its Articles of Association or
equivalent constitutive document(s).
13.3.5
I shall be required to redeem my units in the Fund(s) where I
become a U.S. Person.
13.3.6
My investment in any Fund(s) under this section shall also be
governed by the section in these Terms and Conditions entitled
“Nominee Services”.
13.4 Fiduciary Placement Scheme
13.4.1
I understand that your Fiduciary Placement Scheme allows
me to appoint and retain you as my agent, acting in your name
but for my account and risk and with no Liability on your part,
to place time deposits (each a “Placement” and collectively
“Placements”) with a financial institution (“Placement Bank”).
Whilst the category of the Placement Bank shall be directed by
me, you will select the actual Placement Bank which will hold
the Placements.
13.4.2 You shall not be liable for any loss resulting from the choice of
Placement Bank or any conditions of any placement or renewal
thereof or from failure to monitor the Placement Bank’s credit-
worthiness, or from failure to effect or renew Placements (except
where you are grossly negligent) or from failure of the Placement
Bank to repay any Placements or interest thereon or to meet
any of its obligations for any reason whatsoever. In such event
you may at your discretion assign to me any claim against the
Placement Bank which you may have in connection with the
Placements.
13.4.3 The currency and period of Placements shall be determined by
me. Upon maturity all interest on the principal of any Placement
will be credited to my Account(s) unless you receive instructions
from me to the contrary before close of business in Singapore
three (3) Business Days prior to the maturity date.
13.4.4 I agree and accept that no premature termination of a Placement
is permissible. I also understand that my funds may be combined
at your discretion with the funds of other parties who wish to
use the Placement service for deposits in the same currency and
for similar time period(s).
13.4.5 I understand that you will charge a placement fee for this service
which will be reflected in the net return received by me in respect
of my Placements and that fee may vary depending on interest,
exchange rate environments and the amount of my Placements.
13.4.6 I agree and understand that you accept no Liability other than to
make Placements in accordance with my instructions and to put
at my disposal the amounts paid to you by the Placement Bank(s)
as interest and repayment of principal. You will not be trustee of
any Fiduciary Placement (and any interest earned thereon) and
will not be obliged to enforce any of my rights in respect of any
Fiduciary Placements. You shall have no responsibility to me for
any diminution or unavailability of funds due to causes beyond
your control and you may pay in a currency (“Payment currency)
different from that of the Placement (“Placement currency)
at your reasonable discretion. To effect such payment, the
Placement currency shall be converted to the Payment currency
at the exchange rate quoted by the Placement Bank at the time
of conversion.
13.4.7
I understand that the interest payable on Placements may
in some jurisdictions, be subject to withholding tax or other
deductions. I am responsible for all such consequences and
shall not be entitled to make any claim against you in the event
that any such withholding tax or deduction is imposed against
or made from any of my Placements or interest thereon.
13.4.8
Upon termination of my Account(s), you may discharge your
entire Liability in respect of my Placements by putting at my
disposal all sums received by you from the Placement Bank(s)
as interest and repayment of principal and by assigning to me
any claims against the Placement Bank(s) which arise out of
Placements made by you on my behalf.
13.4.9
Each Placement or its payment is subject to the rules, terms and
conditions of the Placement Bank for the time being in force and
also subject to the laws and regulations of the jurisdiction where
such Placement is located or made. I authorise you to do on my
behalf, without prior notice to or approval from me and without
any Liability whatsoever on your part, such acts or things as
you may consider necessary to ensure due compliance with or
implementation of such laws.
13.5 Nominee Services
13.5.1
I hereby appoint Citibank as custodian to hold for myself
any Securities, deeds, documents and other property now or
hereafter deposited with and/or transferred to Citibank or its
Nominee Company (as defined in clause 13.5.2 herein) (the
“Custody Property), subject to and in accordance with these
Terms and Conditions. Any Securities transacted under and
pursuant to this Agreement shall be credited or debited from
the Account.
13.5.2
I recognise and agree and authorise you to register any
investment product I have purchased in your name, or in the
name of a nominee company (the “Nominee Company) which
you shall nominate from time to time whether or not such
nominee company shall be related to you where it is possible
or you consider it appropriate or regulatory requirements
allow it. I understand that I can enforce my rights in respect
of such product only through you (if the investment product
is registered in your name) or through the Nominee Company
(if the investment product is registered in the name of the
Nominee Company). Registration in your name, the name
of a nominee, a Nominee Company or sub-custodian may
mean that I lose incentives and shareholder benefits located
in or outside the service jurisdiction. I further authorize you to
register the Custody Property and/or to arrange for the Custody
Property to be held in or any other sub-custodian, depository
or clearance system, whether in Singapore or elsewhere, as may
from time to time be determined by Citibank, for my account
and at my sole risk. I agree that Citibank shall not be liable in
any manner for any default, insolvency, action, omission, error
or negligence on the part of its Nominee Company or any of
their respective nominees, sub-custodians, depositories or
clearance systems, or the appointed nominee of the Singapore
representative of any offshore fund. Neither you nor the Nominee
Company shall be liable if the investment products are subject
to acquisition, requisition, appropriation or confiscation or if
36
there is any restriction on the repatriation, transferability or
distribution of the investment products (or any fund realised
upon the liquidation of an investment comprising the investment
products) or if there is any damage, loss or diminution to the
investment products.
13.5.3
I further authorise you to transfer, redeem, or otherwise deal
with any investment product registered in your name as my
nominee upon my instructions. Where you shall elect to have
such investment products registered in your name or in the
name of any Nominee Company, I authorise you to transmit
my instructions to transfer, redeem or otherwise deal with any
investment product so registered and to execute under hand or
seal, all necessary or related documents on my behalf.
13.5.4
If I wish to purchase or sell any particular investment product,
or to enquire or amend any particulars relating to investment
products you hold, I agree that you may on my instructions
make the necessary arrangements to do the same (including
arranging for the transfer of funds from my Account(s) or such
other account as I may instruct) and to debit my Account(s) for
any charges, commissions, fees, and any other costs involved;
and/or to credit my Account(s) (or such other account as I may
instruct) with the sale proceeds less any charges, commissions,
fees or other costs involved.
13.5.5
In acting as my nominee for any investment product:-
(a) you shall be entitled at your reasonable discretion:-
(i) to make such arrangements as you may think fit for the
purpose of keeping the investment products in safe
custody;
(ii) to comply with the provision of any prevailing law,
order, regulation or official directive from time to time
imposed on a nominee or custodian of the investment
products; and
(iii) to maintain all such records in relation to the investment
products as you think fit;
(b) you shall not be obliged to attend any meeting or to
exercise any vote, or to take any action with regard to any
allotment, subscription, rights issue, conversion, or other
rights in respect thereof, or as regards any consolidation or
reorganisation, or in connection with any take-over, merger,
receivership, bankruptcy, winding up, or other insolvency
proceedings, except upon and in accordance with my prior
written instructions and I undertake to indemnify you and
hold you harmless from and against all reasonably incurred
claims, losses and damages howsoever arising which you
may suffer or incur; and
(c) Citibank shall claim all amounts in respect of interest or
dividends pertaining to my/our Custody Property held in
custody which are known to Citibank to be payable. Such
amounts shall be paid to me or held in the Account as and
when they are actually received by Citibank, but Citibank
shall not be responsible for claiming any other distribution
or entitlement or benefit I may have on my behalf, or for
taking up or exercising any conversion rights, subscription
rights or other rights of any nature, dealing with take-over
or other offers or capital re-organisations. Citibank may
execute in my name whenever it deems it appropriate such
documents and other certificates as may be required to
obtain the payment of income from my Custody Property
or the sale thereof. Citibank and its Nominee Company
will not be responsible for claiming any other distribution,
entitlement or benefit that it may have under applicable
taxation treaties or arrangements on my or its behalf.
(d) I authorise Citibank and/or the Nominee Company, and
Citibank and/or the Nominee Company may (but is not obliged
to) exercise the following powers (whether directly or by or
through the Nominee Company and/or agents) in Citibanks
discretion without prior reference or notice to me:
(i) where monies are payable in respect of any of the
Custody Property in more than one currency, to collect
them in such currency as may be permissible by law and
as Citibank may in its discretion determine;
(ii) where monies are payable in respect of any of the
Custody Property in any currency, to carry out any
foreign exchange transaction at Citibank’s or its agents’
prevailing rates to convert such foreign currency to the
currency of the Account(s) maintained with Citibank
and to make any necessary withholding or deduction
as may be required by applicable law;
(iii) to exchange any of the Securities in interim or
temporary form for Securities in definitive form and
(where applicable) to deliver the physical scrips to
central depository or other similar system set up for
the purpose of scripless trading or;
(iv) to take any action as Citibank thinks fit including:
(a) any act which Citibank determines to be necessary
to preserve the integrity of the Custody Property
and/or to protect my interests and Citibank’s
interests;
(b) the execution of any declarations or certificates of
ownership or other documents; or
(c) splitting of the shares into marketable lots to enable
delivery of shares and share certificates.
(e) Citibank and/or the Nominee Company shall have no
duty or responsibility to return to me Securities or other
Custody Property bearing serial numbers identical with
those delivered to Citibank so long as the Securities or
other Custody Property returned are of the same class,
denomination and nominal amount and rank pari passu
with those accepted by Citibank, subject always to any
capital re-organisation or adjustment or exchange which
may have occurred.
(f) Statements showing the assets held by you in my Account
will be forwarded to me on a monthly basis or at such
duration as Citibank may at its discretion determine.
(g) Any Custody Property held by Citibank as custodian shall
be subject to Citibank’s rights of charge, lien and set-off
as set out in these Terms and Conditions and the Charge
Documents, and may also be subject to other similar rights
or security interests of Citibank under other agreements
between Citibank and me. I agree and acknowledge that
Nominee Company, and any other nominee, sub-custodian
or agent of Citibank or the Nominee Company, may also
claim a lien or security interest over any Custody Property
held by it.
(h) Citibank will not pay any interest to me on any Custody
Property held in custody regardless of the rate of interest
(if any) paid by any third party sub-custodian or nominee or
bank at which such Custody Property may be deposited or
held. Citibank may in its discretion, from time to time, pay
interest to me but any such payment of interest shall not
oblige Citibank to continue making such payments on any
other occasion.
(i) Citibanks duty in respect of the custody of the Custody
Property shall be limited to acting as bare trustee and to
exercise good faith in respect of any action or inaction in
relation to such custody. For the avoidance of doubt, all
cash held by Citibank, including all accruals attaching to
any Custody Property will be held by Citibank as banker,
and not as custodian or trustee. I direct and authorize
Citibank and consent to all such cash being deposited in
an Account which is held by Citibank as banker. All duties
under the Trustees Act (CAP 337 of Singapore) are excluded
other than those that apply to bare trustees and Citibank’s
sole duties and obligations in respect of the custody of
Custody Property are as specified in these Terms and
Conditions. Citibank is under no duty to examine or verify
the validity of the ownership of or title to any Custody
Property and shall not be liable in respect of any defect in
ownership or title.
13.5.6
If the investment products are registered in the name of a
Nominee Company, I agree that:-
(a) you shall be authorised to maintain such particulars of (i)
37
my investments and divestments and my income or sale
proceeds which you may receive from such investments and
to provide me with periodical statements of such particulars
as you shall consider necessary;
(b) any advice of the execution of my instructions in relation
to any investment product or any advice in response to
my queries on such investment products may be sent to
you and/or any Nominee Company, and you may at your
discretion issue to me (in lieu of such advice) a separate
statement of the investment products sold or purchased
or held; and
(c) you shall not be liable for any action, omission, default,
negligence, insolvency or dissolution of the Nominee
Company.
13.5.7
Where this service involves the safekeeping of my investment
products, dealing with any of my investment products or
otherwise administering my investment products or Accounts,
you will keep records to show that my investment products are
held on my behalf and do not belong to you. In providing this
service to me, you act as bare trustee and you exclude all duties
and Liabilities under the Trustees Act (CAP 337 of Singapore), to
the extent permitted by law.
13.5.8
My investment products may be pooled and held with a sub-
custodian and/or may be pooled with those of other clients of
yours or your sub-custodians in one account. In that case:
(a) you will maintain records of my interests in the investment
products which have been pooled;
(b) My right and/or interest to specific investment products may
not be identifiable by separate certificates or other physical
documents or equivalent electronic records; and
(c) If there is a default by you or your sub-custodians resulting
in a shortfall, I might not receive my full entitlement. I might
have to share in the shortfall in proportion to the value of
the investment products which you or the sub-custodians
hold for me with other clients. This explanation does not
limit my rights against you in any way.
13.5.9
With regard to any document received by you relating to the
investment products including any proxy, circular, rights,
warrants etc, you shall neither have a duty or responsibility to
send the documents to me nor to notify me of the receipt of such
documents.
13.5.10
I shall forthwith upon your request, perform such acts and sign
and execute and/or seal all agreements, proxies, authorities or
documents whatsoever as I may require for the performance
or implementation of any part of the section on “Investment
Funds” or “Fixed Income Securities”, or for the perfection of
the security referred to in the following paragraph, in default of
which I am authorised to perform all such acts, and to sign under
hand or seal, all such agreements, proxies, authorities, security
document or documents whatsoever.
13.5.11
I agree to pay such fees and charges as Citibank may from time
to time prescribe in consideration of the custodian services
provided or to be provided under these Terms and Conditions,
and all expenses paid or incurred by Citibank and/or its Nominee
Company, any Sub-Custodian and their respective agents or
correspondents in connection therewith. Citibank may deduct
any amount due to it from any monies received by Citibank for
me or set off such amount due from any monies standing to the
credit of or on deposit for me with Citibank. If I fail to pay any
amount owed by me to you including any fees, charges, costs
and expenses upon first demand and/or in the event there shall
be any money owing to you by me notwithstanding your exercise
of your right of deduction under the section in these Terms and
Conditions entitled “Charges”, you may:-
(a) have any of the investment products held by you as
nominee sold (or instruct any Nominee Company holding
any investment products on my behalf to sell) by public or
private sale upon such terms as you see fit and may apply
the proceeds in payment or reduction or such amounts
owed to you; and/or
(b) retain the investment products held by you as nominee by
way of mortgage to secure payment of such fees, charges
and expenses.
13.5.12
I shall not hold you responsible for the failure of any issuer and/or
manager of any investment product to accept an application for
investment products or to act in accordance with my instructions
given directly or indirectly through you, or for any act, neglect or
default of such issuer and/or manager.
13.5.13
I acknowledge that any advice and/or material received by me
from you shall be for my own personal use.
13.5.14
The custody of investment products in any country outside
Singapore is subject to the applicable laws, regulations and
customs of that foreign country and conditions imposed by the
Nominee Company.
13.5.15
You may open and maintain in your own name investment
products trading accounts with third parties (whether located
within or outside Singapore) to enable me to invest in investment
products. You may also contract with third parties for the
implementation of transactional orders relating to investment
products. You shall not be liable for the acts, omissions or
breaches of any such third party.
13.5.16
Notwithstanding anything to the contrary in the above
authorisations in relation to the investment products, you shall
not be obliged to provide any of the aforesaid services in relation
to any investment products that are not registered in your or
any Nominee Companys name. In respect of such investment
products, I understand that I am at liberty to enforce my rights
directly against the issuer or other relevant party without
reference to you.
13.6 Order Watch Service
13.6.1
For a buy limit order, you will execute the order only when the
market price is equal to my price minus the applicable bank
spread. For a sell limit order, you will execute the order only
when the market price is equal to my price plus the applicable
bank spread. You will not be bound by Reuters, Bridge-Telerate,
Teletext or any other such service providers screen Bid-Offer
prices which are only indicative prices that do not necessarily
reflect actual deals transacted in the market.
13.6.2
Acceptance of Orders:-
(a) An order can only be accepted by you via telephone;
Citibank Online and written instructions given in person
to your officer(s). Facsimile orders can only be accepted if
there is a contemporaneous confirmation of the order via
telephone.36
(b) Any oral instructions or offers received by you, which you
believe in good faith to be my proper instructions or offers, may
be acted upon by you and I shall be stopped from denying the
same. Provided Always that you shall not be liable for acting
in good faith upon such instructions or offers (except for your
gross negligence, wilful default, or fraud).
(c) You shall be entitled but not obliged to record all telephone
calls made by me or on my behalf to you. I agree to the
use of such recordings and transcripts thereof by you as
evidence in any dispute between you and me. You shall
not be required to maintain copies of such recordings or
transcripts thereof, if any.
13.6.3
Validity/Variation/Cancellation of Orders:-
(a) I shall stipulate a time frame for which each order is valid. Such
time frame may be accepted by you at your sole discretion. In
the event that I specify the time frame of an order as “Good
Till Cancelled”, such order shall remain valid until it has been
cancelled by me subject to your sole discretion.
(b) I may vary or cancel my order(s) prior to your execution of
such order(s), subject to your sole discretion. The provisions
of paragraph 13.6.2 above apply to such variation or
cancellation of my order(s). I shall be liable to pay for any
fees, costs, damages or losses howsoever suffered by me or
any party in the event my order(s) is/are varied or cancelled.
13.6.4
Execution of Orders:-
(a) You shall at your absolute discretion execute my order(s)
38
upon your reasonable determination of (i) the appropriate
time(s); (ii) the type(s) of currency(ies); and/or (iii) the
quantity of the relevant currency(ies).
(b) Under certain adverse market conditions as reasonably
determined solely by you, it may be difficult or impossible to
liquidate or transact according to my order(s). You will then
execute the order(s) on a best effort basis and will not be
held liable for any damages, costs or losses suffered by me
or any party in the event you have been unable to execute
such order(s) under adverse market conditions.
(c) I am fully responsible for all orders that are placed. Any
damages, costs or losses resulting from any unwinding of
any orders will be borne solely by me.
13.6.5
You are entitled to charge a market spread on any such orders
arising out of your provision of the service at your reasonable
discretion.
13.6.6
You reserve the right to withdraw the service or change any terms
and conditions either verbally or in writing at any time as you
deem fit at your reasonable discretion.
13.7 Off-Setting Contracts and Novation Netting
13 .7.1
Contracts which have such common features as you may consider
appropriate and which are the reverse of each other may be
considered by you to off-set and discharge each other wholly,
or partially where the Contracts are for different amounts. In the
case of a partial set-off and discharge, the remaining portion of
the Contract which is not partially set-off and discharged shall
continue to be a Contract for all purposes of the Agreement.
13 .7. 2
On or before the Settlement Date for any Contract, I may request
you and you at your absolute discretion may enter into one or
more Contracts in exchange for or liquidation of the obligations
maturing under that previous Contract at my expense upon such
terms as you may prescribe.
13 .7.3
If you enter into a Contract giving rise to an obligation for the same
Value Date and in the same currency as a then existing obligation
between you and I, then, immediately upon entering into such
Contract, each such obligation shall automatically and without
further action be individually cancelled and simultaneously
replaced by a new obligation for such Value Date. The new
obligation shall be determined as follows: the amounts of such
currency that would otherwise have been deliverable by each
party on such Value Date shall be aggregated and the party
with the larger aggregate amount shall have a new obligation
to deliver to the other party the amount of such currency by
which its aggregate amount exceeds the other partys aggregate
amount, provided that if the aggregate amounts are equal, no
new obligation shall arise.
13 .7.4
The provisions in this paragraph (“Off-Setting Contracts and
Novation Netting) shall apply notwithstanding that either you or
I may fail to record the obligations in our respective books, or you
may fail to show the status of my transactions in any statement,
Confirmation or other documents, in accordance therewith.
13 .7.5
The provisions in this paragraph (“Off-Setting Contracts and
Novation Netting) shall not apply to any Contract concluded after
a Close-Out Date or on or after the date on which a bankruptcy
petition has been presented against me.
13.8 Investment Decision/Request for Information
13.8.1
All investments are made solely upon my judgment and at my
discretion and own risk. Unless required by law, nothing in your
brochures, investment reports and/or any of your material supplied
to me shall be construed by me as your investment advice as regards
the relative attractiveness of one investment option over another.
13.8.2
I request you to contact me (including by telephone call or email) on
any investment opportunities that you believe may be of interest to
me. Such investment opportunities may relate to our website/mobile
application/any electronic or digital platform or facility, accounts,
equities, fixed income and debt, credit and trust products and services,
alternative investments, managed accounts, derivatives, structured
products, funds, collective investment schemes, foreign exchange
products, commodities, custody services, brokerage services, insurance
products and investments of other nature. I fully understand that (a) you
are not obliged to provide me with any financial, market or investment
information or suggestion (unless required by law); (b) if you so act, you
do not provide the same as a required service, nor act as an advisor
(unless required by law); and (c) you assume no responsibility for the
accuracy and completeness of or the performance or outcome of any
investment made by me after receipt of the same.
14. Best Execution
14.1 For procedures Citibank Singapore Limited adopts in relation to MAS
Notice and Guidelines on Execution of Customers’ Orders, I am aware
that I can access the Client Notice through the Notices & Regulatory link
located on the bottom right corner of Citibank IPB website homepage.
MISCELLANEOUS
1. Compliance with Laws
1.1 I shall be aware of the laws (including but not limited to exchange
controls restrictions and requirements for central bank or other
governmental authority approval) in my country of residence and/
or citizenship with regard to my banking with you in Singapore
or in any other jurisdictions and I shall ensure that I comply with
all applicable laws in all relevant jurisdictions as a result of my
entering into a banking relationship with you. In the event that I
change my country of residence and/or citizenship, I shall notify
you in writing immediately. You shall be entitled to do all acts
you deem necessary in the event of my non-compliance with
applicable laws, including but not limited to a liquidation of the
affected assets and/or a transfer of my Account(s) to an alternate
vehicle. You shall not be liable for any loss or Liability imposed
by my country on me as a result of my non-compliance with any
regulations, laws or legal process of my country.
1.2 I acknowledge and agree that I am solely responsible for, and that
you do not have any responsibility for, my compliance with any
laws, regulations or rules applicable to my Account(s), including
but not limited to: (a) any laws, regulations or rules, in my or any
other jurisdiction, relating to tax, foreign exchange and capital
control, (b) reporting or filing requirements, and (c) consents,
licenses, approval and authorizations of any governmental
authority, bureau or agency (including central bank approval),
that may apply as a result of my country of citizenship, domicile,
residence or tax-paying status. I agree to comply with all
applicable tax and tax reporting obligations with respect to my
Account(s).
1.3 I understand that I should consult my tax advisers for
independent advice on tax implications of my entering into
the Agreement or any transactions hereunder. You shall not be
liable for any loss or Liability imposed upon me as a result of my
non-compliance with such laws.
1.4 I agree that you shall be entitled, and to take any action or
refrain from taking any action (including the disclosure of any
information relating to me or my transactions with you or any
affiliate) which you or the affiliate consider appropriate for the
purpose of complying with any Applicable Laws, including but
not limited to a liquidation of my assets and/or termination of
my Account(s) with you. I agree to bear all costs and expenses
incurred by you as a result thereof. Neither you nor your affiliated
company or your respective employees shall be liable as a result
of taking or refraining from taking any action in good faith in the
circumstances contemplated in this paragraph.
1.5 I understand that as a subsidiary of Citigroup Inc. a U.S. financial
holding company, you are required to observe certain U.S.
laws and regulations including but not limited to sanctions on
certain countries, organizations and/or individuals issued by the
U.S. government. I understand that these laws or regulations
may include requiring you to block or terminate my Account,
withdraw from transactions, return or liquidate my assets.
Neither you, Citibank N.A. and its branches, Citigroup Inc. or any
of its other subsidiaries or affiliates will be liable for any loss to
me as a result of your taking or refraining from taking any action
to comply with U.S. laws and regulations.
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2. U.S. Persons
I understand that some Products and Services are not available
to U.S. Persons. In the event that I shall become (a) United States
Person, I shall notify you in writing immediately. I agree that you
shall be entitled to do all acts and things you deem necessary
to comply with applicable US law and any relevant Citigroup/
Citigroup Organisation policies or procedures, including but not
limited to a liquidation of the affected assets and/or a transfer
of my Account(s) to an alternate financial institution. I agree to
bear all costs and expenses incurred by you as a result thereof.
3. Other Services/Products
3.1 I agree that you may in your sole and absolute discretion:-
(a) introduce or provide other Services or additional facilities
or Products to me upon such terms and conditions as you
may specify;
(b) furnish me from time to time with information relating to and
in connection with any investment possibilities, banking,
loans, credit cards, insurance products, and investment
products (including unit trusts, mutual funds, treasury and
other financial derivatives) in any jurisdiction; and
(c) from time to time introduce new methods of procuring
transactions which arise in the course of providing banking,
investments and other Services to me.
3.2 I further agree that you may use artificial intelligence or data
analytics (i.e. technologies that assist or replace human
decision-making) whilst providing Products and Services to
me, for purposes including but not limited to risk assessment,
statistical, trend analysis and planning and to make decisions,
provide, operate, process and administer my Account(s).
4. Representations and Warranties
4.1 (i) I (and in the case of a Joint Account, each of us jointly and
severally) acknowledge, represent and warrant to you; or
(ii) in the case of a corporate entity, I acknowledge, represent
and warrant for myself and each beneficial owner to you,
(which representations and warranties in either case will
be deemed to be repeated by me each time a Contract is
entered into) that:
(a) I am solely responsible for my own tax affairs and
obligations;
(b) I have not been convicted of any tax crime in any
jurisdiction and, as far as I am aware, I am not under
any ongoing investigation by any tax authority or law
enforcement agency for alleged criminal or fraudulent
conduct related to tax evasion;
(c) any assets deposited, or to be deposited, in my
Account(s) do not represent the proceeds of any
criminal conduct (including tax crimes);
(d) my Account(s), and the assets deposited into them,
including income with respect to such assets, have
been, and will continue to be, declared to the relevant
tax authorities, or are not legally required to be
disclosed to the relevant tax authorities;
(e) withholding tax for income received from all markets
will be held at the domestic rate;
(f) where my jurisdiction of tax residence has a double tax
treaty with a jurisdiction where tax is withheld, I will
consult my own tax advisers to assess how my personal
tax position is affected;
(g) I will notify you promptly upon any change in the above
acknowledgements, representations and warranties;
and
(h) (in the case of a corporate entity) each beneficial
owner has authorised me/us to give/make the above
acknowledgements, representations and warranties
for him/her.
4.2 I represent and warrant to you (which representations and
warranties will be deemed to be repeated by me each time a
Contract is entered into) that:
(a) the execution, delivery and performance by me of my
obligations under the Agreement and under each Contract
have been duly authorised by all necessary action, are legal
and regular and do not:-
(i) require any consent or approval of any person which
has not already been obtained;
(ii) violate any provision of any law, rule or regulation, or of
any order, judgment, injunction, decree, determination
or award of any courts or any judicial, administrative
or governmental authority or organisation presently in
effect having applicability to me; or
(iii) result in the breach of, or constitute a default under, the
terms of any mortgage, bond, deed, loan agreement
or any other agreement or instrument to which I am
a party or by which I or any of my properties may be
bound or affected, or any other obligations or duty
binding on me or to which I am subject;
(b) the Agreement and each Contract constitute my legal, valid
and binding obligations enforceable in accordance with
their terms;
(c) all information supplied by me in connection with the
Agreement and each Contract is true, complete and
accurate in all material respects;
(d) the transactions contemplated by the Agreement and each
Contract are within my powers and capacity;
(e) no Special Circumstance or event which with the passing
of time or the giving of notice, or both, would constitute a
Special Circumstance has occurred and is continuing or
would occur by reason of my entering into or performing my
obligations under the Agreement or under any Contract;
(f) the proceedings (if any) pending or threatened against me at
law or in equity or under statute, or before any governmental
authority, if adversely determined against me, will not, in
the aggregate, materially impair my ability to perform my
obligations under the Agreement or under any Contract,
and there is no such proceeding which purports to affect
the legality, validity or enforceability of the Agreement or
any Contract; and
(g) under applicable law, unless notified otherwise to you
in writing prior to the date of the relevant Contract, no
deduction or withholding (whether on account of taxes or
otherwise) will be required to be made from any payment to
be made by me under the Agreement or under that Contract.
4.3 In the event that any facilities are extended to me, I (and in the
case of a Joint Account, each of us jointly and severally) represent
and warrant to you as follows:-
(a) if I am a corporate entity, that I am a company with limited
Liability duly registered and validly existing under the laws
of my country of incorporation and will maintain a place of
business in Singapore;
(b) that all acts, conditions and things required to be done
and performed and to have happened (prior to entering
into of any such credit relationship with you and prior to
the execution and delivery of any security documents
constituting the same valid obligations of mine enforceable
in accordance with its respective terms) have been done,
performed and have happened in due and strict compliance
with all applicable laws and regulations;
(c) that to the best of my knowledge no steps have been taken
or are being taken to appoint a receiver and/or manager or
liquidator for my takeover or winding-up;
(d) that I have filed all tax returns which I am required by law
to file and I have paid or made adequate provision for
the payment of all taxes, assessments, fees and other
governmental charges assessed against me or upon any of
my properties, assets, income or franchises;
(e) that any consent, licence, approval or authorisation of
any governmental authority, bureau or agency required
in connection with the execution, delivery, performance,
validity or enforceability of any provisions of these Terms
40
and Conditions have been obtained and is valid and
subsisting;
(f) if required by you, to periodically furnish you with my annual
audited financial statements within such time as you may
stipulate from the close of each of my financial years; and
(g) that each of the foregoing paragraphs shall apply mutatis
mutandis to any third party which now or hereafter has
guaranteed or provided security for or given an indemnity
in respect of any of my obligations or Liability under these
Terms and Conditions.
4.4 Each of the above representations and warranties shall survive and
continue to have full force and effect for so long as the facilities
are extended to me and I hereby warrant to you that the above
representations and warranties will be true and correct and fully
observed until all sums payable under the facilities are fully paid.
5. Affirmative Covenants
I undertake that:
(a) I will comply in all material respects with all applicable
laws, rules, regulations and orders, non-compliance with
which would materially adversely affect my operations
or business or credit or materially impair my ability to
perform my obligations under the Agreement or under any
Contract. I will obtain and make all statutory, corporate
and governmental authorizations, approvals and filings
which may be required from time to time in order for me to
perform my obligations under the Agreement and under
each Contract;
(b) (for companies) I will send to you within four (4) months of
the end of each of my financial years, if requested by you,
a copy of my audited accounts and financial statements
(and the consolidated audited accounts from me and my
subsidiary, associate or joint venture companies (if any)) in
respect of each financial year;
(c) I will forthwith notify you in writing of the occurrence of
any event specified in paragraph 15 (“Closing of Accounts”)
under “Terms Applicable Generally” herein, or Special
Circumstance or event which with the passing of time,
the giving of notice, or both, would constitute a Special
Circumstance, and of the steps being taken by me to remedy
the same; and
(d) I am responsible for observing the laws, regulations
and rules applicable to me or my use of offshore wealth
services through the Account(s), including any tax,
foreign exchange or capital controls, and for all payment,
reporting or filing requirements that may apply as a result
of my country of citizenship, domicile or residence or the
location where the offshore wealth services in relation to
the Account(s) may be provided to me. You may, from time
to time, upon your sole discretion, withdraw some or all
services to customers residing in certain countries owing
to Citigroup policy changes and/or regulatory changes.
(e) I am solely responsible for acquiring appropriate independent
tax advice regarding my Account(s). Nothing in these Terms
and Conditions or in any other communication, whether or
not in writing, between me and any Citigroup Organisation
constitutes advice relating to tax or to the suitability from
a tax planning perspective of any strategy or investment or
to my compliance with any laws, regulations or rules.
6. Close-out and Liquidation
6.1 If any of the events specified in paragraph 15 (“Closing of
Accounts”) under “Terms Applicable Generally” herein or this
paragraph 6 (“Close-out and Liquidation”) has occurred, or a
Special Circumstance has occurred and is continuing, then you
shall have the right to close-out and liquidate in the manner
described below all (if paragraphs 15 (“Closing of Accounts”) or
19 (“Default in Repayment) under “Terms Applicable Generally
herein applies), or the affected (if this paragraph 6 (“Close-
out and Liquidation”) applies) outstanding Contracts (except
where certain of such Contracts may not under applicable law
or in your good faith opinion be closed-out and liquidated), by
notice to me (provided, however, that in the case of paragraph
15 (“Closing of Accounts”) under “Terms Applicable Generally
herein, such close-out and liquidation shall be automatic as to
all outstanding Contracts without any prior notice).
Where such close-out and liquidation is to be effected, it shall
be effected by closing out each outstanding Contract (including,
but not limited to any Contract which has not been performed
and in respect of which the Settlement Date is on or precedes
the Close-Out Date) so that each such Contract is cancelled,
and you shall calculate in good faith with respect to each
such cancelled Contract the Closing Gain (as defined in sub-
paragraph (c) below) or, as appropriate, Closing Loss (as defined
in sub-paragraph (c) below), as follows:
(a) for each such Contract the obligation of which is
denominated in a currency other than the Reference
Currency, calculate its “Close-Out Amount” by converting
the amount of such Contract obligation into the Reference
Currency at the spot rate of exchange applicable at the time
of conversion or such other rate as may be prescribed by
applicable law;
(b) determine in relation to each Settlement Date:
(i) the sum of all Close-Out Amounts relating to Contracts
under which, and of all Contracts in the Reference
Currency under which you would otherwise have been
obliged to deliver the relevant amount to me on that
Settlement Date; and
(ii) the sum of all Close-Out Amounts relating to Contracts
under which, and of all Contracts in the Reference
Currency under which you would otherwise have
been entitled to receive the relevant amount on that
Settlement Date;
(c) if the sum determined under sub-paragraph (b)(i) is greater
than the sum determined under sub-paragraph (b)(ii), the
difference shall be the “Closing Loss” for such Settlement
Date; if the sum determined under (b)(i) is less than the sum
determined under (b)(ii), the difference shall be the “Closing
Gain” for such Settlement Date;
(d) to the extent permitted by applicable law, adjusting the
Closing Gain or Closing Loss for each Settlement Date falling
after the Close-Out Date to present value by discounting the
Closing Gain or Closing Loss from the Settlement Date to the
Close-Out Date, at the Reference Currency discount rate,
or at such other rate as may be prescribed by the applicable
law;
(e) aggregating the following amounts so that all such amounts
are netted into a single liquidated net amount payable by
or to you:
(i) the sum of the Closing Gains for all Settlement Dates
discounted to present value, where appropriate, in
accordance with the provisions hereof (which for the
purposes of this aggregation shall be a positive figure);
and
(ii) the sum of the Closing Losses for all Settlement Dates
discounted to present value, where appropriate, in
accordance with the provisions hereof (which for the
purposes of the aggregation shall be a negative figure);
and
(f) if the resulting net amount is positive, it shall be payable by
me to you and if it is negative, then the absolute value of
such amount shall be payable by you to me.
6.2 You may, in your absolute discretion, set off any Collateral
Charged Property held by you (including the liquidated value
of any non-cash Collateral Charged Property) as security
for my obligations hereunder against the net payment
calculated in accordance with sub-paragraph 6.1(e) above.
6.3 The net amount payable by one party to the other party
pursuant to this paragraph shall be paid by the close of
business on the Business Day following the liquidation of
all such Contracts (converted as required by applicable law
into any other currency, any such costs of conversion to be
41
borne by, and deducted from any payment to me).
6.4 The parties agree that the amounts recoverable under this
paragraph 6 “Close-out and Liquidation” are a reasonable
pre-estimate of loss and not a penalty. Such amounts are
payable for the loss of bargain and the loss of protection
against future risks and, except as otherwise provided in
the Agreement, neither party will be entitled to recover any
additional damages as a consequence of such losses.
6.5 For the purpose of closing out and liquidating under this
paragraph 6 “Close-out and Liquidation, you may, without
any Liability to me, realise or sell so much of the Collateral
or take all such action as you deem fit (including but not
limited to liquidation of the Collateral prior to its maturity,
conversion of the same into other currencies or conclusion
of any spot or forward contract), and accordingly I hereby
irrevocably authorise you to act on my behalf. You are
entitled to use our discretion in all aspects on the sale or
liquidation of the Collateral.
6.6 Any proceeds remaining after deducting all costs and
expenses in connection therewith and payment of all
amounts due hereunder, shall be paid to me. In the event
such proceeds are insufficient to cover such payments, I
shall pay to you forthwith upon demand the amount of any
deficiency.
6.7 I hereby authorise you to place the proceeds of any Collateral
to the credit of any suspense account with a view to
preserving your rights to prove the whole of your claims
against me and you may apply any or all of such proceeds
to such account, my obligation or Liability which you may,
at your discretion, from time to time conclusively determine.
6.8 Whether to accede to any request by me to terminate a
Contract prior to its termination date shall be solely at
our discretion and in making such decision, you may take
into account the effect of such termination on any other
outstanding Contract hereunder.
6.9 If either party is prevented from or hindered or delayed by
reason of any force majeure or act of State in the delivery
or payment of any currency or of any Alternative Financial
Instrument in respect of any Contract or if it becomes
unlawful, illegal or impossible for either party to make or
receive any payment in respect of any Contract, then the
party for whom such performance has been prevented,
hindered or delayed or has become unlawful, illegal or
impossible shall promptly give notice to the other party and
either party may, upon notice to the other party, close-out
and liquidate the affected Contract(s) in accordance with
the above paragraphs 6.1 to 6.8 herein.
7. Collection, Use, Disclosure of Information
I authorise the transfer and disclosure of any information relating
to me (including personal data) or the Accounts, including
statements, agreements, letters, forms, consents, waivers
and supporting documents, to and between the branches,
subsidiaries, representative offices, affiliates and agents of
the Bank and Citibank N.A, and third parties selected by any
of them or you (including but without any limitation, any third
party service provider (each a “Service Provider) engaged by
the Bank or Citibank, N.A. to perform out-sourced functions),
wherever situated, for confidential use (including for use in
connection with the provision of any Products or Services to me,
and for data processing, statistical and risk analysis purposes,
global cash services and dealings in Securities on the Stock
Exchange of Singapore and dealing with or responding to any
other relevant authorities and agencies pertaining thereto).
Each of the Bank, Citibank, N.A., and any of their respective
branches, subsidiaries, representative offices, affiliates, agents,
a Service Provider or third parties selected by any of them or you
shall be permitted to further disclose information relating to me
(including personal data) or the Accounts, including statements,
agreements, letters, forms, consents, waivers and supporting
documents, to third parties for confidential use. I irrevocably
consent to the Bank, Citibank, N.A. and any Citibank, N.A.
branch, subsidiary, representative office, affiliate, agent, a
Service Provider or a third party selected by any of them or you
to transfer and disclose any information as may be required by
Law or Regulation, court, regulator or legal process.
I further agree that you may collect, use and disclose any
information relating to me (including personal data) or the
Accounts, including statements, agreements, letters, forms,
consents, waivers and supporting documents, for the purposes
listed below, to the following recipients:
(a) any introducer or broker who provides referrals to the Bank
or to whom the Bank provides referrals, for the purposes of
fulfilling your referral requests;
(b) any third party reward, loyalty, privileges or co-branding
programme service providers or any co-branding partners
of the Bank, for the purpose of (i) providing benefits to
you, including promotions, special offers, rewards; or (ii)
administering contests and competitions;
(c) the branches, subsidiaries, representative offices, affiliates
and agents of the Bank and Citibank N.A. for the purposes
of handling any complaints, claims or disputes; and
(d) any other person in connection with the purposes set out
in sub-paragraphs (a) to (c) above.
Without prejudice to the generality of the foregoing, where
you are a member of, or subscriber for the information sharing
services of, any credit bureau recognized by the Monetary
Authority of Singapore (“MAS) under or pursuant to the Banking
Act (CAP 19 of Singapore) (“Banking Act), I authorise:-
(a) you to transfer and disclose to any such credit bureau; and
(b) any such bureau to transfer and disclose to any fellow
member or subscriber as may be recognized as such by MAS,
any information relating to me and/or any of my Account(s)
with you (and for such purposes) as may be permitted under
or pursuant to the Banking Act.
I hereby consent, in connection with any, or any proposed,
novation, assignment, transfer or sale of any of your rights
and/or obligations with respect to or in connection with the
Account(s) and any Products and Services made or to be made
available to me under the Account(s) to any novatee, assignee,
transferee, purchaser or any other person participating or
otherwise involved in such, or such proposed, transaction, to the
disclosure, to any such person, by you, of any and all information
relating to me, the Account(s) and any Products and Services
made or to be made available to me under the Account(s) and
any security, guarantee and assurance provided to secure my
obligations thereunder and any other information whatsoever
which may be required in relation thereto.
I agree to the terms of, and that you may collect, use and disclose
any information relating to me (including personal data) or the
Accounts, including statements, agreements, letters, forms,
consents, waivers and supporting documents, in the manner and
for the purposes as described in the Citibank Circular Relating to
the Personal Data Protection Act (as the same may be amended
from time to time), which is deemed to be incorporated by
reference into this Clause 7. For the purpose of complying with
applicable Law or Regulation including but not limited to the
U.S. Foreign Account Tax Compliant Act (FATCA), I waive any
bank secrecy, or privacy or data protection rights related to my
Account(s) and authorize and consent to collection, use and
disclosure of any information relating to me and/or any of my
accounts to any person for such purpose.
8. Amendment of Terms & Conditions
You may change, vary, amend, modify or supplement the Terms
and Conditions and the Citibank Circular Relating to the Personal
Data Protection Act at any time after giving reasonable notice to
me and shall thereafter bind me and my legal representatives,
successors, assigns and beneficiaries of my estate and other
agreements or terms and conditions which I have executed or
which is applicable to transactions that I have entered with you
involving the Terms and Conditions, will remain valid and binding
on me.
42
9. Communications
9.1 I shall give you written notice of any change in my particulars.
9.2 Any statement, advice, confirmation, notice, demand and all
other correspondence by you under these Terms and Conditions
may be served on me (or my personal representatives or
my trustees in bankruptcy) personally or sending it by pre-
paid airmail or local registered post to me (or my personal
representatives or my trustees in bankruptcy) at my last address
registered with you, or by telex, facsimile or electronic mail to
my telex, facsimile or electronic mail address last known to you.
The same shall be deemed to have been delivered on the day it
was delivered personally or transmitted by telex, facsimile or
electronic mail or if sent by post on the day following the posting,
notwithstanding that the correspondence may be returned
through the post office undelivered. I understand and accept
that the risk of any of the above documents (including without
limitation, any payment by bank draft or managers Check) being
lost in the mail lies solely with me.
10. Dealings with Citibank Singapore Limited
10.1 All payments and deposit of monies shall be made solely at
Citibank Singapore Limited and any legal proceedings arising
hereunder shall be brought solely against Citibank Singapore
Limited at 5 Changi Business Park Crescent Singapore 486027.
10.2 The obligations with respect to my Account(s) hereunder are
payable solely at the Citibank Singapore Limited at which the
Account(s) was/were opened and are subject to the laws of
Singapore (including any government acts, orders, decrees, and
regulations, including fiscal and exchange control regulations).
10.3 The Account(s) is/are placed with Citibank Singapore Limited
and I am only entitled to payment of the Accounts and accrued
interest at and recourse from Citibank Singapore Limited and
not the head office or any other branch, subsidiary or associated
or affiliated corporation of Citibank N.A. or Citibank Singapore
Ltd wherever located, regardless of the circumstances.
10.4 I agree that all such payments shall be subject to all applicable
laws, regulations, governmental, regulatory or judicial acts,
policies, decrees, orders or pronouncements including without
limitation, fiscal, tax and exchange control regulations
(collectively referred to as “Laws”). Citibank shall not be
responsible or liable to me in any way for the non-payment,
unavailability (temporary or indefinite) of funds or of any
Alternative Financial Instrument or diminution in value of funds
standing to my credit, due to restrictions on convertibility or
transferability, requisitions, involuntary transfers, distraints
of any character, exercise of governmental or military powers,
war, strikes, civil strife, application of any Laws, sabotage,
computer breakdown or any other cause whatsoever beyond
Citibank’s control, and for so long as any such circumstances
exist, Citibanks obligations to me herein shall be suspended.
11. Waiver
No relaxation, forbearance, indulgence, failure or delay by you
in exercising or enforcing any power of sale or any other rights
or options (collectively, referred to as “Rights”) under these
Terms and Conditions shall operate as a waiver thereof, or limit,
prejudice or impair your right to take any action or to exercise
any Rights as against me without notice or demand, or render
you responsible for any loss or damage arising therefrom. Any
waiver by you hereunder shall not operate as a waiver of any
subsequent breach.
12. Severability
12.1 Each of the provisions in these Terms and Conditions is severable
and distinct from one another and if any one or more provisions
of these Terms and Conditions are deemed invalid, unlawful
or unenforceable in any respect under any applicable law, the
validity, legality and enforceability of the remaining provisions
of these Terms and Conditions shall not in any way be affected
or impaired.
12.2 A person who is not a party to these Terms and Conditions has no
right under the Contracts (Rights of Third Parties) Act (CAP 53B
of Singapore) to enforce any term of these Terms and Conditions,
except to the extent (if any) that these Terms and Conditions
expressly provides for such Act to apply to any of the terms.
13. Further Acts
I shall at my own expense, immediately upon written demand
by you, make, execute, do and perform, or cause to be made,
executed, done and performed, all such further acts, agreements,
assignments, assurances, deeds, documents, mortgages and
instruments of whatsoever nature as you shall reasonably
require to perfect the security afforded or created, or intended
to be afforded or created, by these Terms and Conditions and
pursuant to any Credit Facility and take all actions that may be
necessary or that you may request in order to fulfil my obligations
and/or contract and/or Liabilities to you under these Terms and
Conditions, and to accomplish the purposes set out in these
Terms and Conditions.
14. Electronic Records
Your records (including computer and microfilm stored records
or any other electronic records stored by you) of all matters
relating to me, any transaction on my Accounts (including Cash
Withdrawal and Citibank ATM/Debit Card Transaction), and/or
my Accounts are conclusive evidence of such matters and are
binding against me for all purposes, save for manifest or clerical
error, subject to your right to rectify any error or omission therein
and your right to adduce other evidence. I hereby agree not to at
any time dispute the authenticity or accuracy of any computer
output relied upon by you for any purpose whatsoever. You may,
in your absolute discretion, destroy any document relating to
any transaction on my Accounts after microfilming or otherwise
recording the same in such manner as you may deem fit as well as
to destroy such microfilm and records (including any electronic
records) at any time.
15. Governing Law and Jurisdiction
15.1 I acknowledge and agree that my contract with you is in English,
any products and services acquired by me from you are in English
and the conduct of Account(s) is in English – including but not
limited to the provision of Account Statements. It is therefore a
term of my acquiring a product or service from you (and I agree
that) I am fluent in written and spoken English.
Any translation of a document into a language other than English
is purely for guidance and convenience only, so that in the event
of any inconsistency between the English language version and
a version in another language, the English language version shall
prevail.
15.2 These Terms and Conditions covering the Account(s) and all my
obligations hereunder or on any Account(s) shall be governed by
and construed in accordance with Singapore law and I submit
to the non-exclusive jurisdiction of the courts of Singapore in
all matters pertaining thereto. Instructions for the remittance
or transfer of funds to or through correspondent banks shall
not affect or be construed to affect the foregoing terms.
15.3 You may serve a writ of summons, statement of claim or other
legal process or any other document requiring personal service
in respect of any action or proceedings under these Terms and
Conditions on me by leaving it at, or sending it by ordinary post
to, my last known address (whether within or outside Singapore
and whether such address is a Post Office Box or is a place of
residence or business) as may be provided to you or to your
solicitors. Nothing in this condition shall affect your right to serve
legal process in any other manner permitted by law.
15.4 Such legal process or document described in paragraph 15.3
above is deemed to have been duly served on me on the date
of delivery if it is delivered by hand; or on the date immediately
after the date of posting if it is sent by post (notwithstanding
that it may be returned to you undelivered).
43
RISK DISCLOSURE STATEMENT
The services provided by or through you cover dealings in derivatives
such as forwards, options and any relevant strategies and combinations,
with or without spot transactions. A derivative is a financial contract
whose value is designed to track the return on or is derived from
currencies, interest rates, securities, bonds, money market instruments,
agricultural and energy products, metals and other commodities,
financial instruments, reference indices or any other benchmark.
I understand that the intention of this statement is to inform me that the
risk of loss in investment transactions (including derivative transactions)
may be substantial in certain circumstances. I accept that this statement
however does not purport to disclose all of the risks in investment
transactions (including derivative transactions) and other significant
aspects of trading in forwards and options. I understand that I should
not deal in them unless I understand the nature of the transactions I am
entering into and the extent of my exposure to risk. I should also carefully
consider whether and be satisfied that the transactions are suitable
for me in the light of my experience, objectives, financial resources and
other relevant circumstances and financial position. This statement is
intended as general guidance only and is not specific to any transaction.
In considering whether to trade, I understand that I should also be aware
of the following:
1. GENERAL
1.1 Certain securities and money market instruments may not be
readily realisable. There can be no certainty that market traders
will be prepared to deal in them, and proper information for
determining their current value may not be available.
1.2 Options and contracts for differences may be highly volatile
and carry a high risk of loss. A relatively small adverse market
movement may result in a loss which exceeds or is out of
proportion with the premium (if any) which is paid.
1.3 The past performance of Securities is not an indication of future
performance.
1.4 Investments in Securities have certain inherent risks of loss and
are neither guaranteed or insured by you, nor do they constitute
obligations of any Citigroup Organisation.
1.5 “Spread” positions may not be less risky than a simple “long” or
“short” position.
1.6 Interest Rate Risk: Securities may be issued with fixed or floating
interest rates. Securities bearing fixed interest payments will
be adversely affected by rising interest rates and the longer the
term of such Securities, the greater the interest rate risk or loss
from the movement of the market interest rates.
1.7 Investment Risk: Repayment on maturity may be subject to
intervening circumstances such as government action or legal
restrictions placed on the issuer or the guarantor which may
have an impact on the currency in which the Securities are
denominated or may otherwise forbid the transfer of funds out
of the country of the issuer or the guarantor or the country from
which funds are to be remitted to me.
1.8 Credit Risk: The Account(s) and/or investment products
are not insured with FDIC or CDIC or any other Insurance
Corporation located outside of Singapore. Investment products
(including Premium Accounts, Market-Linked Accounts
and other structured accounts) are not covered under the
Deposit Insurance and Policy Owners’ Protection Schemes Act
2011 of Singapore and are not eligible for deposit insurance
coverage under the Deposit Insurance Scheme, as amended,
supplemented or re-enacted from time to time.
1.9 Issuer Risks: My instructions to you to purchase any securities
are based on my individual assessment of the issuer of such
securities and the same are subject to the risks of the issuer,
including but not limited to the failure by such issuer to make
good, valid or timely delivery or payment to you in my favour.
1.10 Pricing Risk: For derivatives transactions, the normal pricing
relationships between the underlying instruments and the
derivatives may not exist in certain circumstances. The absence
of an underlying reference price may make it difficult to assess the
fair” value of the derivative in question. The prices of investment
funds, foreign currencies, commodities and securities are
subject to the risks of market fluctuations which may result in
these investments being reduced in value. In respect of foreign
currencies, a decline in a foreign currencys exchange value relative
to my base currency will reduce my earnings or even my principal
amount invested therein.
1.11 Settlement Risk: There may be instances where the profit or loss
on an open transaction with a broker or counterparty may be
booked by the conclusion of a matching reverse transaction with
a different broker or counterparty. If such broker or counterparty
defaults in the matching reverse transaction, the original
transaction will be deemed to remain open and may result in
losses to me.
1.12 Tax Risk: Income or profit from trading or dealings in the
Securities may be subject to withholding tax, capital gains tax
or other taxes imposed inter alia in the country of the issuer or
the country in which the Securities are traded. In such event,
unless the issuer or the guarantor agrees to gross-up the
amounts payable to me in respect of the Securities, I will only
receive the proceeds net of the amount of withholding tax or
other applicable tax.
1.13 Liquidity Risk: Under certain market conditions, it may be
difficult or impossible to liquidate or otherwise dispose of the
Securities before the interest and/or the principal sum is due and
payable. You are not obliged to purchase any of the Securities
from me under any circumstances whatsoever.
1.14 Foreign Exchange Risk: Liabilities in one currency may be
matched by an asset in a different currency, or assets may be
denominated in a currency other than my Reference Currency.
Movements in foreign exchange rates of the currencies of the
Securities against the Reference Currency may substantially
reduce the yield which I may expect from the Securities and have
an adverse effect on my profit/loss position.
1.15 Foreign Market Risk: Foreign markets will involve different risks
from my own market(s). In some cases the risks may be greater.
Risks associated with developing markets are generally higher.
The potential for profit or loss from transactions on foreign
markets or in foreign currency denominated contracts will also
be affected by fluctuations in foreign exchange rates.
1.16 Emerging Markets Risk: Securities in emerging markets need
careful and independent assessment by me of each investment
and the risks (including without limitation sovereign risk, issuer
risk, price risk and liquidity risk). Further I should be aware that
while such Securities can yield high gains, they can also be
highly risky as the markets are unpredictable and there may be
inadequate regulations and safeguards available to investors.
2. MARKET LINKED ACCOUNT
A Market Linked Account involves the sale or purchase by me
from you of an option or options (“Option”) using all or part of
the interest I could have earned over the tenor of the Marked
Linked Account and at times part of the principal.
The value of the Option reflects the actual performance of the
underlying markets. Interim values and the amount of principal
I will receive upon pre-termination are affected by market
fluctuations, interest rate levels and the remaining tenure of
the Marked Linked Account. The Option values do not reflect
the movement of the underlying market prices by the same
magnitude.
Any interest paid on maturity of the Market Linked Account will
depend on the performance of the Option and will be calculated
consistently with the formula printed on the terms sheet.
There may be no hedge provided against the rate of foreign
exchange between the base currency of the Marked Linked
Account and the respective currency of the underlying markets.
This may affect the amount of interest, if any, paid on maturity
or upon pre-termination.
I accept that there is a risk that I will receive no interest payment
on the Marked Linked Account or on the non-guaranteed portion
of the principal and that pre-termination may result in a loss of
principal beyond the non-guaranteed portion.
Unlike traditional deposits, structured deposits have an
investment element and returns may vary. I acknowledge that I
44
may wish to seek advice from a licensed or an exempt financial
adviser before making a commitment to invest in a Market Linked
Account.
In the event that I choose not to seek advice from a financial
adviser, I acknowledge that I should carefully consider whether
a Market Linked Account is suitable for me.
3. PREMIUM ACCOUNT
A Premium Account comprises 2 essential features - firstly,
placement of a principal amount in a Base Financial Instrument
and secondly, a possible repayment of the principal and premium
interest of the Premium Account by the Bank in one or more
Alternative Financial Instrument.
Where the Base Financial Instrument is a currency, the premium
interest return on the principal amount in respect of a Premium
Account is generally higher than an ordinary time deposit in such
currency. However, such opportunity also carries with it a risk
in the movement of value between the base currency and an
Alternative Financial Instrument because you have an absolute
right to pay me on the maturity date of the Premium Account
an amount in an Alternative Financial Instrument of your choice
instead of the principal and premium interest of the Premium
Account in the base currency.
Although the amount payable in an Alternative Financial
Instrument is pre-determined at the time of the establishment of
the Premium Account, I shall be subject to the risk of fluctuation
in the value of each Alternative Financial Instrument. A decline
in the value of an Alternative Financial Instrument relative to
the Base Financial Instrument of the Premium Account on its
expiration date will most certainly result in an exercise of your
right to pay me in the Alternative Financial Instrument of your
choice. The result is that I will have a weaker Alternative Financial
Instrument and the loss in value relative to the Base Financial
Instrument will and could substantially (depending on the
decline in value of the Alternative Financial instrument) reduce
what I otherwise had at the time of the establishment of the
Premium Account.
I should therefore study the market of each Alternative Financial
Instrument I have chosen and consider whether a Premium
Account is suitable in light of my own financial position and
investment objectives.
Where the Premium Account is a dual currency investment,
by purchasing the Premium Account, I understand that I am
giving you the right to repay me at a future date in an Alternative
Financial Instrument which is a currency that is different from
the currency in which my initial investment in the dual currency
investment was made, regardless of whether I wish to be repaid
in this currency at that time. Dual currency investments are
subject to foreign exchange fluctuations which may affect the
return of my investment.
Exchange controls may also be applicable to the currencies
my investment is linked to. I acknowledge that I may incur a
loss on my principal sum in comparison with the base amount
initially invested. You may wish to seek advice from a licensed
or an exempt financial adviser before making a commitment to
purchase this Premium Account. In the event that I choose not to
seek advice from a financial adviser, I acknowledge that I should
carefully consider whether this Premium Account is suitable for
me.
4. FORWARDS
Forwards entail the obligation to deliver or take delivery on a
specified expiration date of a defined quantity of an underlying
asset at a price agreed on the contract date. Forwards are traded
over-the-counter. Forwards may involve high degrees of risk and
may not be suitable for many members of the public.
5. STRUCTURED PRODUCTS
5.1 Structured products (which includes Premium Account, Market
Linked Account, Structured Notes and structured deposits)
are formed by combining two or more financial instruments,
including one or more derivatives.
Structured products carry a high degree of risk and may not be
suitable for many members of the public, as the risks associated
with the financial instruments may be interconnected. As such,
the extent of loss due to market movements can be substantial.
Prior to engaging in structured product transactions, I am aware
that I must understand the inherent risks involved. In particular,
the various risks associated with each financial instrument
should be evaluated separately as well as taking the structured
product as a whole.
Each structured product has its own risk profile and given the
unlimited number of possible combinations, it is not possible
to detail in this risk disclosure statement all the risks which may
arise in any particular case. Nonetheless, this risk disclosure
statement attempts to provide a general description of the
features and some of the risks applicable to a few common types
of structured products.
Structured products may be traded either over-the-counter or
on-exchange. With structured products, buyers can only assert
their rights against the issuer. Hence, particular attention needs
to be paid to issuer risk. I understand that I need therefore be
aware that a total loss of my investment is possible if the issuer
should default.
5.2 Principal Upon Maturity
Structured products with a principal upon maturity component
often consist of an option combined with a fixed income
instrument (e.g. a bond). Examples of such products would be
certain types of Structured Notes.
The principal upon maturity component is provided by the bond
and determines how much is paid out as a fixed sum when the
structured product matures. I understand that the principal
upon maturity can be well under 100 per cent. of the capital
invested, depending on the product. The principal upon maturity
is also linked to the nominal value rather than the issue price or
the secondary market price. Principal upon maturity does not
therefore mean 100 per cent repayment of the purchase price
for all products.
The option component determines how and to what extent
the buyer benefits from price movements in the underlying
asset. In other words, it establishes the buyers potential
return above the principal upon maturity component. The risks
this component entails corresponds to those of other options
or option combinations. Depending on the underlying asset’
market value, it can expire without value.
The market value of a structured product can fall below the level
of its principal upon maturity, which can increase the potential
loss on a sale before maturity. In other words, principal upon
maturity is only available if the buyer holds the structured
product until maturity.
6. SWAP TRANSACTIONS
Swap transactions involve the obligation to exchange revenue
flows of different types. Movements in exchange rates, interest
rates or the market price of the underlying instruments of
the swap transaction may greatly affect my position. These
movements can also be affected by various factors, including
inflationary fears and weakening currency, and sometimes there
may not be any logical reason for markets to act in certain way,
making it difficult to anticipate such movements.
7. CONTINGENT LIABILITY TRANSACTIONS
All forward contracts, options selling and contracts for
differences are contingent Liability transactions.
Where the services offered under the Agreement are not
leveraged transactions, I will be required to place with you
the full amount of the principal/investment value/transaction
value prior to the execution of any transaction. In such a case,
the maximum amount I could lose will be the entire principal/
investment amount/transaction amount I have placed with you.
If the forward contracts, options selling and contracts for
differences are leveraged, they will require the placement of any
initial margin for transacting a larger base amount. I may sustain
45
a total loss of the initial margin and any additional margins that I
place to establish a position or maintain positions in the relevant
market and may also be liable for further amounts. In some cases,
my potential losses may be unlimited. While the amount of the
initial margin placed may be small relative to the value of the
transactions, a relatively small market movement would have a
proportionately larger impact on funds placed with you as margin.
While this could work for or against me, I may sustain a total loss
of my initial margin and any additional funds placed with you if
the market moves against me. If the market moves against me, I
may be called upon to pay substantial additional margins at short
notice to maintain my positions. If I fail to do so, my positions may
be liquidated at a loss and I will be liable for any resulting deficit.
The use of leverage can lead to large losses as well as gains.
The high degree of leverage that is often obtainable in derivatives
transaction trading because of the small margin requirements
can work against me as well as for me.
8. CONTINGENT ORDERS
Placing contingent orders, such as “stop-loss” or “stop-limit
orders, will not necessarily limit my losses to the intended
amount, since market conditions may make it impossible to
execute any order at the stipulated price.
9. OFF-EXCHANGE TRANSACTIONS
Unless otherwise indicated, most transactions are off-exchange.
Transactions in off-exchange or “non-transferable” derivatives
may involve greater risk than investing in on-exchange
derivatives because they may not be readily realisable and also
because they are not regulated by the rules of an exchange.
Situations may arise where no market traders are prepared
to deal in them or no proper information may be available to
determine their value.
Foreign markets will involve different risks compared with the
Singapore market. In some cases the risks will be greater. The
potential for profit or loss from transactions on foreign markets
or in foreign currency denominated contracts will be affected by
fluctuations in foreign exchange rates.
10. RISKS OF COUNTERPARTIES AND BROKERS
All investment transactions (including derivative transactions)
are entered into on my behalf and at my risk with counterparties
and brokers upon their prevailing terms and conditions for
the transactions, and are dependent on their performance,
settlement or delivery. Any insolvency or default of such
counterparties and brokers, or that of any other brokers involved
with my transaction, may result in losses to me or lead to
positions being liquidated or closed out without my consent.
In certain circumstances, I may not get back the actual assets
which I lodged as collateral and I may have to accept any
available payment in cash.
11. INSOLVENCY
All transactions are entered on my behalf and at my risk with
counterparties and brokers upon their prevailing terms and
conditions for the transactions, and are dependent on their
performance, settlement or delivery. My brokers insolvency
or default, or that of any other brokers involved with my
transaction, may lead to positions being liquidated or closed
out without my consent. In certain circumstances, I may not
get back the actual assets which I lodged as collateral and I may
have to accept any available payment in cash.
Settlement of any transaction may be affected through
correspondents or custodians appointed by me, you or the
broker. If any such correspondents or custodians should fail to
carry out their instructions at all or to carry out their instructions
properly, I may suffer loss in respect of the total amount of my
investment, interest payments, the underlying property of
such transaction and/or any right to receive or dispose of such
property.
12. DISCLAIMER
In respect of all transactions entered into by me or by you on my
behalf, I understand and agree that:
(a) I make my own judgment in relation to investment or trading
transactions;
(b) you are not my fiduciary and nor do you accept any fiduciary
obligations to me;
(c) in respect of all trades I may effect, I am deemed to have
obtained independent advice from my legal, tax and other
advisers, as applicable; and
(d) nothing in these Terms and Conditions or in any other
communication between you and I or any other member
of Citigroup Organisation constitutes advice relating to
tax or to the suitability from a tax planning perspective of
any strategy or investment or to my compliance with any
other laws, regulation or rules. I am solely responsible for
acquiring appropriate independent tax advice regarding my
Account(s).
13. FURTHER RISKS
I agree that this brief statement cannot, of course disclose
all the risks of investing or trading in Securities or derivatives.
You may from time to time send me further supplements and
other product and risk descriptions on the products that you
may trade with or for me. I am strongly recommended to read
these additional supplements. Before I trade in any product or
enter into any transaction, I should ensure that I understand
the detailed terms and effects of such product or transaction. I
should read through these carefully and study the market before
I trade or invest.
Risk Acknowledgement
I am aware of the possible risks associated with my investment in
investment funds, foreign currencies, commodities and/or securities
(including but not limited to Fixed Income Securities), including but
not limited to:-
(a) Price Risks: The prices of investment funds, foreign currencies,
commodities and securities are subject to the risks of market
fluctuations which may result in these investments being
reduced in value. In respect of foreign currencies, a decline in a
foreign currencys exchange value relative to my base currency
will reduce my earnings or even my principal amount invested
therein.
(b) Credit Risks: Investment funds, commodities and securities
are not insured by you or by any of your branches, affiliates or
subsidiaries.
(c) Issuer Risks: My instructions to you to purchase any securities
are based on my individual assessment of the issuer of such
securities and the same are subject to the risks of the issuer,
including but not limited to the failure by such issuer to make
good, valid or timely delivery or payment to you in my favour.
(d) Sovereign Risks: Any imposition by any governmental or
regulatory authority of the country of the relevant issuer of
securities of any material exchange controls or other limitations
or restrictions (including delays and discriminatory exchange
rates) may cause payments in respect of such securities to be
made in the local currency of such country instead of the original
invested currency or may result in the inability to affect outward
remittances of the whole or any part of such payments (whether
in the local currency, the original invested currency or any other
currency) from such country, which can thereby result in the loss
of all or part of the principal sum invested by me. If a sovereign
risk event occurs and payments in respect of such securities are
made in the local currency of the country of the relevant issuer
instead of the original invested currency, there is the additional
risk of the subsequent devaluation and/or lack of convertibility
in the local currency versus the original invested currency.
(e) Emerging Markets Risks: My investment in investment funds,
foreign currencies and securities in emerging countries located in
Asia, Latin America and eastern Europe etc may yield high returns
but may also carry high investment risks, since the markets in
46
such emerging countries can be highly unpredictable and their
laws and regulations may afford inadequate protection and
safeguards to investors such as myself.
(f) Liquidity Risks: During adverse market conditions, I may not
be able to liquidate all or part of my securities as and when I
require. In addition, certain Fixed Income Securities may not be
marketable and as such cannot be liquidated before maturity.
(g) Settlement Risk: I understand that at maturity, funds will be
passed on to me only after receipt of good funds by Citibank
Singapore Limited subject to your receipt of good funds from
the issuer, you will effect payment of such funds to me within
two to three Business Days subsequent to the stated maturity
date (or such other period of time as you may determine). I shall
make no claim on Citibank Singapore Limited or its affiliates for
interest as a result of any delay in payment.
(h) Investment Risk: I understand that investment products are not
bank deposits, nor obligations of, nor guaranteed by Citibank
Singapore Ltd, Citibank, N.A., Citigroup, Inc. or any of its
affiliates or subsidiaries, and are subject to investment risks,
including the possible loss of the principal amount invested.
Investment products are not subject to the provisions of the
Deposit Insurance and Policy Owners’ Protection Schemes Act
2011 of Singapore and are not eligible for deposit insurance
coverage under the Deposit Insurance Scheme.
12/2023