Yield Services Agreement

1. GENERAL

1.1 This Yield Services Agreement (this “Agreement”) governs your use of our services (the “Yield Services”)  by establishing a legal agreement between AFT SG 2 Pte. Ltd. (“ASG2”, “we”, “us” or “our” as applicable) and you (hereinafter referred to as the “Customer” or “you” as applicable).

1.2 ASG2 is licensed by the MAS to conduct the following regulated activities under a Capital Markets Services License granted under the SFA for:

1. dealing in capital markets products that are units in a collective investment scheme; and
2. providing custodial services.

1.3 The Yield Services are provided by ASG2 (which is an entity licensed to provide the Yield Services) , and only ASG2 (and not Aspire) is responsible to you for the provision of the Yield Services and access to the Yield Services.  Aspire does not provide any Yield Services nor is it responsible to you for the provision of access to the Yield Services. 

1.4 By using our Yield Services, you confirm your acceptance and agreement to this Agreement as may be amended from time to time, as posted on our website.

1.5 Some capitalised terms in this Agreement have specific definitions which are listed in Clause 27. Capitalised terms used in this Agreement but not defined herein have the meanings given in the Master Services Agreement.  

1.6 This Agreement refers to the following additional documents, and these documents (which have been posted on our website) shall also apply to your use of our Yield Services:

1. Our Privacy Policy, which sets out the terms on which we collect, use and disclose any personal data about you, or that you provide to us; and
2. Our Acceptable Use Policy which sets out the permitted and prohibited uses of our Yield Services.

2. WHO CAN USE OUR YIELD SERVICES

2.1 In order to open a Yield Account and access the Yield Services, you must:

1. be incorporated in Singapore with the Accounting and Corporate Regulatory Authority in Singapore and qualify as an Active Non-Financial Entity; 
2.  have an Aspire Account; 
3. be a Singapore tax resident only; and 
4. not be a U.S. Person for the purposes of U.S. regulations.
   

2.2 Your use of the Yield Services must not violate any Applicable Laws. You commit to us that your opening and/or use of your Yield Account does not violate any laws applicable to you. You take responsibility for any consequences of your breach of this Clause 2.

3. USING OUR YIELD SERVICES

3.1 Prior to the use of our Services, you must register and create an account with ASG2 (the “Yield Account”). We will conduct due diligence on you for know-your-customer purposes before approving your account. 

3.2 Information must be accurate. All information you provide to us must be complete, accurate and truthful at all times. You must update this information whenever it changes. We are not responsible for any financial loss arising out of your failure to do so. We may ask you at any time to confirm the accuracy of your information and/or provide additional supporting documents and where we do so you acknowledge and agree that not responding to our request may result in us rescinding your access to the Yield Services temporarily or permanently.

3.3 Transacting on your own account. All activities undertaken or instructions received in respect of your Yield Account shall be deemed to be activities carried out by you (or your Authorised Users) and/or instructions given by you (or your Authorised Users). You shall only use the Yield Services to transact on your own account and not on behalf of any other person or entity. Using our Yield Services to invest on the behalf of third parties will constitute a breach of this Agreement.

3.4 You must have an Aspire Account. Our provision of Yield Services is contingent on you having an Aspire Account and your compliance with the Master Service Agreement, including the terms, conditions, and other documents referred therein. You can only top up your Yield Account from your MCA Balance and redemption proceeds will only be credited to your MCA Balance. We will not provide you with Yield Services if you do not have or you take steps to close your Aspire Account.

3.5 Agency. ASG2 acts as an agent for you in respect of our execution of your instructions, Buy and Sell Orders, and transactions carried out through your Yield Account and all actions taken by us on your behalf. This means that you are principally liable for and will assume all risks associated with your investments.

3.6 You authorise us to perform all acts, on your behalf or otherwise, at any time, which are in our sole opinion necessary or desirable to enable us to perform our duties and/or exercise our rights under this Agreement and/or to comply with the provisions of any Applicable Law. 

4. CUSTOMER DUE DILIGENCE

4.1 Before your Yield Account can be opened, we will (either directly or through our Affiliates) conduct customer due diligence checks on you, your directors, partners, ultimate beneficial owners, employees (as applicable), and Authorised Users, along with any parties involved in your transactions or use of the Yield Services. You agree that for the purpose of conducting additional due diligence on you, ASG2 may obtain any relevant information collected from any of our Affiliates, and you further agree and consent to ASG2 sharing any due diligence information or documentation obtained from you with its Affiliates or relevant third parties. You must provide complete, accurate, and up-to-date information at all times and promptly supply any additional information we require within two (2) Business Days of our request. 

4.2 We may deny you, restrict or suspend your use of the Yield Services until we have received all necessary information and documents, and will not be liable for any loss resulting from your failure or delay in providing the requested information.

4.3 You agree that we may, directly or through an Affiliate or third party, verify the information you provide, including checks on commercial databases. We may retain records of such checks as required by Applicable Law. 

4.4 Our provision of the Yield Services is subject to: (i) successful completion of the customer due diligence; and (ii) no significant changes to your status during the term of this Agreement.

4.5 If you do not pass our customer due diligence checks, we reserve the right to deny you the Yield Services without providing any reason.

5. YOUR YIELD ACCOUNT

5.1 About your Yield Account

5.1.1 Your Yield Account will be an account provided by ASG2. ASG2 offers two types of Yield Accounts, an SGD Yield Account and USD Yield Account. If you open an SGD Yield Account you will have access to Fund(s) that are denominated in SGD. If you open a USD Yield Account, you will have access to Fund(s) that are denominated in USD. 

5.1.2 Your Yield Account shall belong to you as the registered Yield Account holder.

5.1.3 You shall not allow anyone to operate or access your Yield Account on your behalf, except your Authorised Users.

5.1.4 You are responsible for checking your Yield Account regularly. We rely on you to regularly check the transactions history of your Yield Account and to contact us immediately in case you have any questions or concerns.

5.1.5 If you have a Yield Account you will be able to purchase Units in a Fund on an execution only basis. ASG2 will hold the Units that you purchase through us as nominee on your behalf.

5.2 Statements and other documents

5.2.1 Statements of account relating to your Yield Account, contract notes, or any other statements, confirmations or other documents (collectively, "Statements") relating to any transaction may be sent by ASG2 to you at such intervals as ASG2 may determine from time to time.

5.2.2 You hereby consent to the provision by ASG2 of contract notes and statements by electronic means only and agree that ASG2 may deliver such contract notes by electronic mail to the electronic mail address recorded on your Aspire Account. You acknowledge and agree that delivery of such contract notes and statements electronically shall be in lieu of printed contract notes and statements and you will not receive printed versions. 

5.2.3 You acknowledge that all valuations, Yield Account overviews and summaries are provided on a reasonable efforts basis and should not be relied upon with regards to the liquidation value of any given position or combination of positions.

5.2.4 To the extent that you receive Statements from ASG2, you agree to examine all such Statements setting out or recording any transactions on the Yield Account. You have 7 calendar days from the date of such Statement to object in writing to any of the matters in such Statements. Except as provided in this Clause 5.2.4, and provided we are not fraudulent or in willful default, after 7 calendar days have passed and you have  not raised any objections, you are deemed to have confirmed the accuracy of and accepted the relevant Statement and we shall be free from all claims in respect of any Yield Account or the details of the transactions or Yield Services contained in such documents.

5.2.5 In relation to any Statement that you have received from ASG2, you agree and acknowledge that we have the right, to reverse any entry, demand a refund, and/or debit the Yield Account in respect of any overpayment or wrongful credit in the Yield Account.

5.2.6 You agree and acknowledge that we may, without prejudice to any of the foregoing, at any time and without prior notice to you, rectify any clerical errors that have been made.

5.3 Authorised Users

5.3.1 You may appoint an authorised user to act on your behalf (each an “Authorised User”) to conduct certain transactions or give instructions to ASG2 under this Agreement. 

5.3.2 You are responsible for ensuring each Authorised User is aware of and complies with this Agreement, any other agreements with Aspire related to the use of the Platform and/or any services. References to “Customer,” “you,” and “your” shall include Authorised Users where contextually appropriate.

5.3.3 If you authorize any person to give instructions on your behalf, whether through the Platform or otherwise, you are responsible for their actions and omissions, including any liabilities and losses arising from payments or transactions initiated or authorized by them.

5.3.4 You agree that:

1. Authorised Users have the authority to provide instructions for services to ASG2 on your behalf;
2. ASG2 will rely on the authority of the Authorised User, and you will be bound by the actions of the Authorised Users until ASG2 is notified in writing of any changes to their authorisation;
3. you are responsible for ensuring only appropriate persons are granted necessary authorisation as Authorised Users;
4. ASG2 may refuse access to Authorised Users if there are concerns about unauthorized or fraudulent access; and
5. you will promptly report to ASG2 any infringements or unauthorized access to the Platform or any services.
   

5.3.5 Disputes between you and an Authorised User regarding your Yield Account or our services are your responsibility. ASG2 is not and will not be a party to any claim or dispute between you and your Authorised Users. 

5.4 Records and Data

5.4.1 We will treat all instructions received from you (whether through the Platform or otherwise) as final and unconditional. This means we shall be entitled (but not obliged) to effect such instructions without your further consent and notice to you.

5.4.2 Our records of your instructions and our services operations maintained by us or by any relevant person authorized by us shall be binding and conclusive on you for all purposes whatsoever.

5.4.3 When we deal with you, we will treat all such records as final evidence and you shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of the contents of such records on the basis that such records were incorporated and/or set out in electronic form or are produced by or were the output of a computer system. You hereby agree to waive any of your rights (if any) to object. This provision shall also apply to all records maintained by our Affiliates, partners and service providers where applicable.

5.5 Representations and Warranties

5.5.1 You represent and warrant that: 

1. you are a company duly incorporated under the laws of its place of its formation;
2. you have the full capacity, power and authority to enter into and perform your obligations under this Agreement;
3. you have obtained all necessary consents, approvals, and authorisations to enter into and perform your obligations under this Agreement;
4. you are not a U.S. Person;
5. you are a tax resident in Singapore only; 
6. you accept any and all risks in connection with the access and use of the Yield Account and in connection with any Units purchased or redeemed or otherwise transacted in; 
7. you have the experience necessary to evaluate and understand the financial, investment and other risks involved in your investments; 
8. you have the financial means to bear all economic consequences and risks of your investments and to the extent necessary, have consulted your own tax, legal, financial and other advisers; 
9. you are not the subject of any litigation, investigation, legal or criminal proceedings;
10. you are solvent, and no bankruptcy or similar proceedings, nor any litigation, arbitration, administrative or other proceedings with respect to your assets have been commenced by any person nor are any of the foregoing intended or anticipated by you;
11. your entry into and performance of these Terms do not:
    
    1. conflict with or result in the breach of or default under any provisions of your articles of incorporation or association, by-laws or any other constituent documents; and
    2. conflict with or result in the breach of any Applicable Law or other restrictions or obligations that your business is subject to;
12. all information provided by you to Aspire is accurate, complete, and up-to-date;
13. you will use the Services only for lawful purposes and in compliance with these Terms and comply with all Applicable Law in connection with your use of the Services;
14. you are not currently and have never been subject to any sanctions, investigations, or enforcement actions by any governmental or regulatory authority; and
15. you are not engaged in any fraudulent or unlawful activities and your use of the Services will not contravene any Applicable Law.

5.5.2 You shall notify us immediately if any of the representations set forth above or elsewhere in this Agreement is no longer truthful or accurate or if you are otherwise in breach of any of the terms of these Terms. 

6. YOUR ORDERS

6.1 When you submit a Buy Order, you irrevocably (i) instruct and authorise Aspire to debit the relevant amount from your MCA Balance and transfer the relevant amount of E-money  from your MCA Balance into your Yield Account to pay for the purchase of Units under the Buy Order, and instruct and authorise us to transmit such instruction and authorisation to Aspire and (ii) instruct and authorise ASG2 to submit a Buy Order to the relevant Fund Manager for the Units in the relevant Fund. You may not revoke your instructions or authorisations to Aspire or ASG2 as contemplated in this clause 6.1 once your Buy Order is submitted. By submitting a Buy Order, you represent and warrant that you have the relevant amount of E-money in your MCA Balance and authorise Aspire to allow ASG2 to verify that you indeed have the requisite amount of E-money in your MCA Balance before your Buy Order may be executed.

6.2 We may, from time to time, impose a maximum amount that you may transfer from your MCA Balance to your Yield Account to invest into Fund(s) and such amount shall be notified to you through our Platform or such means as may be determined by us.  We may change the maximum amount from time to time with or without prior notice to you. 

6.3 All notices or instructions from you (or your Authorised Users, as the case may be) to ASG2 in relation to any Units in the Fund may only be given through the Platform or such other methods as may be accepted by ASG2 from time to time.

6.4 ASG2 submits your Buy Orders and Sell Orders to the Fund as your agent. In general, if the Fund accepts the order: (i) in the case of a Buy Order, ASG2 will receive the Units and hold the Units as nominee on your behalf and your custodian, and you will be reflected on ASG2’s records as the beneficial owner of the Units; (ii) in the case of a Sell Order, ASG2 will assist you to redeem the Units in the Fund.

6.5 You (and your Authorised Users) agree to indemnify ASG2 against any and all losses, claims, proceedings, damages, costs and expenses (including legal costs on a full indemnity basis) incurred or sustained by ASG2 arising out of or in connection with any instruction received from you or your Authorised User or your use of your Yield Account.

6.6 You agree that your (and your Authorised Users’) instructions shall be at your own risk and ASG2 may decide (which decision shall be final and conclusive) to treat such instructions and the signature or mark (if any) as being true and correct without further verification. ASG2 may also (but is not obliged to) request for further verification of your instructions.

6.7 ASG2 shall have absolute discretion in deciding whether to act on your instructions. ASG2 is not required to provide you with any reasons for declining to act on your instructions.

6.8 ASG2 and its Affiliates may record electronically any conversation between you (or your Authorised Users) and ASG2 and/or its Affiliates, and may maintain copies of such recordings or transcripts although it is not obliged to or may erase or destroy the same from time to time. By entering into any transaction under this Agreement, you (and your Authorised Users) hereby unconditionally and irrevocably consent to such recording and to the production of such recordings or transcripts of the same as evidence in any proceedings including but not limited to legal proceedings.

6.9 To the extent permitted by law, ASG2 and its Affiliates shall not be liable for any losses, damages, claims, costs or expenses of any nature incurred by you howsoever arising under this Agreement or resulting from any error in, inaccuracy of or incorrect submission of Buy Order(s) or sell Order(s) from you or from any delays in transmission of notices, instructions or orders from you (or your Authorised Users), or breakdown or failure of any communication system, or for any cause beyond ASG2's and/or its Affiliates’ control.

6.10 Any payment made by ASG2 pursuant to any instructions from you (or purporting to be from you or your Authorised Users) shall be a complete discharge and will absolve ASG2 from any liability to you or to any other party.

6.11 For a Buy Order to be executed on the same Trading Day, the Buy Order must be placed prior to the Cut-off Time. If you submit a Buy Order after the Cut-off Time, the Buy Order will be placed the next Trading Day at the Cut-off Time.

6.12 You can withdraw your Buy Order to a Fund via the Platform. A Buy Order will not be placed if a request to withdraw the Buy Order is received prior to the Cut-off Time of that Trading Day. Buy Orders cannot be reversed or cancelled after the Cut-off Time.

6.13 If you submit a Buy Order or Sell Order on a non-Trading Day, then your order will be executed on the next Trading Day.

6.14 ASG2 will update the value of the Units held in your Yield Account following the publication by the Fund Manager of the Net Asset Value per Unit, on each Trading Day.

6.15 You will be able to see via your Yield Account how many Units we bought or sold for you each day after the publication of the Net Asset Value per Unit by the relevant Fund Manager on each Trading Day.

6.16 Should we, for whatever reason, be unable to execute your Buy Order, we will refund the Buy Order amount to your MCA Balance.

6.17 Notwithstanding any provision to the contrary within this Agreement, the submission of a Buy Order or Sell Order prior to the Cut-off Time shall not guarantee that the respective order is executed on the same Trading Day.

6.18 If the Fund Manager exercises its discretion under the Prospectus to reject or suspend a trade and your Buy Order or Sell Order cannot be executed, ASG2 shall use its best endeavours to inform you of this event as soon as possible. However, ASG2 will not be responsible for any loss caused in connection with such failed execution or any delay in informing you.

6.19 In addition, if for operational, legal or regulatory reasons (or any other reason outside of our control) your Buy Order or Sell Order cannot be executed on a given Trading Day, ASG2 shall use its best endeavours to facilitate the execution of that order on the next Trading Day. However, ASG2 and its Affiliates will not be responsible for any loss caused in connection with such late execution or any failure to execute.

6.20 Please note that Buy Orders and Sell Orders are subject to (i) the Cut-Off Time; and (ii) the minimum number of units and/or minimum amount per order, as determined by us in our sole and absolute discretion and as specified in our Platform.

6.21 If there is any inconsistency between the (i) the cut-off times; and (ii) the minimum  number of units and/or minimum amount per order as specified in the Fund Documents and our Platform, the cut-off times and minimum number of units and/or minimum amount per order as specified in our Platform will prevail. In placing orders with us, you hereby agree and warrant that you will not exceed any limits or breach any restrictions, whether imposed by us, the Fund Manager or pursuant to any Applicable Laws.

7. YOUR INVESTMENT DECISIONS 

7.1 The Fund’s Prospectus and Product Highlight Sheet

7.1.1 By submitting a Buy Order, you are deemed to have read, understood and accepted, and you agree to, and will ensure that you will fulfil, comply fully with and be bound by, all of the terms and conditions of  the relevant Fund’s Prospectus and Product Highlight Sheet (each a “Fund Document” and collectively the “Fund Documents”), as may be amended, modified, or supplemented from time to time. You also confirm that you meet and will continue to meet all the requirements in order to invest in each relevant Fund, and will notify us as soon as you are unable to meet the requirements therein.

7.1.2 You agree that we shall have no liability whatsoever for any error, misstatement or omission in any Fund Document or any losses suffered or incurred by you in connection with any transaction entered into or steps taken or omitted to be taken by you on the basis of or in reliance on the Fund Documents. 

7.1.3 You acknowledge and agree that your investment in the Fund(s) is made solely on the basis of or in reliance on the information contained in the relevant Fund Documents. You further acknowledge and agree that all other information or representations not contained in the relevant Fund Documents must be regarded as unauthorised and must not be relied on.

7.1.4 Our distribution of the Fund(s) does not represent our recommendation or approval of any Fund. For the avoidance of doubt, we do not provide any financial advisory service and do not provide any investment or financial advice to you, whether directly or through publications or writings, and whether in writing, electronic, print or other form concerning any Fund. 

7.1.5 We will notify you separately (via channel(s) to be determined by us) whether a Fund has been classified by the relevant Fund Manager as a Specified Investment Product (as defined in MAS Notice SFA 04-N11: Notice on the Sale of Investment Products). If a Fund has been classified as a Specified Investment Product, we will require you to carry out  a “customer knowledge assessment” to determine whether you have the necessary knowledge and experience to understand the risks involved with investing in such a Fund. Additional terms and conditions may also apply. You should make sure that you understand the risks of purchasing Units in the relevant Fund and that you have made your own assessment that the Fund is appropriate for you. 

7.1.6 You agree and acknowledge that you are solely responsible for making your own independent investigation and appraisal of all investments. You shall fully understand and familiarise yourself with all the terms and conditions of each investment and the risks involved.

7.1.7 The basis of our execution only service is that, where we accept an instruction from you, we will carry out the transaction on your behalf without assessing the suitability of that decision for your investment needs. We will not provide any financial advice and we will not take into account your specific objectives, financial situation, investment experience, knowledge and particular needs.

7.2 Risks  

7.2.1 You understand and acknowledge that:

1. investments are not deposits or other obligations of, or guaranteed or insured by us, or the Fund Manager and are subject to investment risks, including the risk that you may not obtain expected rates of return, that you may not recover part or the whole of the principal amount invested on sale of the investments and that there may be possible delays in payment of monies to you from your sale of the investments;
2. the price of and income from the investments may fall as well as rise. Past performance is not indicative of the future performance of the Fund;
3. an indicative Net Asset Value per Unit is provided at the point of sale but this may differ substantially from the actual Net Asset Value per Unit that you transact in, especially if market movements become adverse. 

7.2.2 You understand and acknowledge that your investments may also carry the following risks:

1. Performance/Investment risk. For all investments, there may be a possible loss of part or all of your principal amount invested. The value and income of investments and securities is dependent on economic, political and market conditions and performance, and may therefore fall as well as rise. You may not get back the full amount of capital invested, and should be aware that past performance is not a guide to future performance. All transactions, arrangements entered into and actions taken by us on your behalf will be made by us as your agent, for your sole account and at your sole risk.
2. Inflation risk. The real value of investments may be adversely affected by inflation, and you are reminded that, while an investment may have historically performed positively in an inflationary environment, past performance is not a guide to future performance and there is no assurance of positive returns.
3. Currency/Foreign Exchange risk. If you choose to convert from a currency which is different from the currency of denomination of the Fund to invest, you should be aware and must acknowledge that the investment’s value may increase or decrease due to changes in the relative value of the involved currencies.
4. Counterparty/Default Risk. There is a risk that the counterparty will not be able to fulfil the deal or make the required payments on their obligations, whether due to a deterioration of the counterparty's financial situation or otherwise. Where ASG2 acts as your agent, you will be exposed to the risk of such person with whom ASG2 is transacting on your behalf. 
5. Market Risk. Your payments or receipts under a transaction will be linked to changes in the particular financial market or markets to which the transaction is linked, and you will be exposed to price, currency exchange, interest rate or other volatility in that market or markets. You may sustain substantial losses on the investments if the market conditions move against your positions. It is in your interest to fully understand the impact of market movements, in particular the extent of profit/loss you would be exposed to when there is an upward or downward movement in the relevant rates, and the extent of loss if you have to liquidate a position if market conditions move against you. Your position may be liquidated at a loss, and you will be liable for any resulting deficit in your Yield Account with us.
6. Limits on redemptions. The Fund Manager may, in its sole and absolute discretion, limit or suspend redemptions in a Fund for a short period of time. The Fund may not be able to meet redemption requests due to a lack of cash or the inability of the Fund to sell assets at acceptable market price to raise cash needed to meet the redemption requests.  You may be unable to redeem your Investments in such a situation.  

7.3 Disclaimers

7.3.1 All materials and contents found on our Platform are generic and strictly for information purposes only and do not constitute the distribution of any information or the making of any offer or solicitation of any Fund in any jurisdiction in which such distribution or offer is not authorised or to any person to whom it is unlawful to distribute such contents or make such an offer or solicitation. The information provided on our Platform is intended for general circulation and/or discussion purposes only, and shall not be considered or construed as an offer, recommendation, inducement, solicitation or investment or financial advice to buy or sell or otherwise transact in any Fund and shall not be transmitted, disclosed, copied or relied upon by any person for whatever purpose. 

7.3.2 Any description of any Fund on our Platform or otherwise (“Product Descriptions”) is qualified in its entirety by this Agreement and where applicable, the Fund Documents. Nothing on our Platform constitutes accounting, legal, regulatory, tax, financial or other advice, and does not take into account the specific investment objectives, financial situation or particular needs of any particular person. The Product Descriptions are provided for general information only, and you should seek professional advice at all times and obtain independent verification of the Product Descriptions and review the Fund Documents before making any decision based on any such Product Descriptions.

7.3.3 The information on our Platform has not been reviewed by the MAS.

8. INVESTMENT CURRENCY

8.1 The base currency of the Fund shall be as set out in the Prospectus.

8.2 Buy Orders and Sell Orders that we submit to the Transfer Agent on your behalf shall be expressed in the base currency of the relevant Fund.

8.3 You will only be able to invest your MCA Balance in Funds denominated in the same currency in your MCA Balance.

8.4 The value of the Units you hold in your Yield Account through ASG2 will be shown on the Platform in the base currency of the invested Fund or such currency as we may determine from time to time.

9. CANCELLATION TERMS WHICH ONLY APPLY TO SOLE PROPRIETORS WHICH HAVE INVESTED IN AUTHORISED FUND(S) 

9.1 Eligibility for Cancellation 

9.1.1 You have a right of cancellation only in relation to your first Buy Order for a Fund (that is an Authorised Fund) and only if you are a sole proprietor. 

9.1.2 Where a cancellation period applies to your Buy Order of a Fund under any applicable regulations or notices (which would at the minimum be 7 calendar days), you are allowed to cancel your Buy Order within the cancellation period that applies to that Fund by submitting the cancellation form via the Platform or such other methods as may be accepted by us from time to time (“cancellation request”). Any cancellation order must be for the full amount of the Buy Order and will be irrevocable upon submission. Upon the receipt of your cancellation order, we will:

1. If your Buy Order has not been transmitted to the Transfer Agent, cancel the Buy Order; and
   
2. If your Buy Order has been transmitted to the Transfer Agent, assist you in arranging for the refund of your Units. In calculating the amount to be refunded, the relevant price for calculating the said amount will be the Net Asset Value per Unit following the receipt of the cancellation order, subject to requirements under the prevailing Code of Collective Investment Schemes and any other regulations or exemptions that apply to the Fund and/or Fund Manager, and less any reasonable administrative expenses incurred by us in processing your cancellation order.

9.1.3 A cancellation order may, unless we agree otherwise, only be made in respect of Buy Orders that meet all the following requirements:

1. The Buy Order is for a Fund for which there is a legal obligation under any applicable regulations or notices to offer a cancellation period; and
2. If you are an existing participant in a Fund, cancellation orders will generally only be permitted for your first trade in that Fund (whether that trade is placed through us or through some other third party). For subsequent Buy Orders, we will only permit a cancellation order to be placed where your Buy Order is placed within the cancellation period for your first trade of the Fund.

9.1.4 Please note that nothing in this Clause 9 obliges us to permit you to cancel an order where this is not required by Applicable Law.

9.1.5 Partial cancellations (i.e., cancellation of only a part of the Units in a single Buy Order) are not permitted.

9.1.6 In the event where the cancellation request furnished by you does not, in our sole and absolute discretion, satisfactorily demonstrate that you have exercised your right to cancel during the cancellation period, we shall have the right to request for further information or reject your cancellation request and you shall have no recourse against us.

9.2 Implications of Cancellation 

9.2.1 Where the market value of the Units as of the date of submission of the cancellation request is greater than the original amount paid by you, we and/or the Fund Manager are not obliged to pay the excess amount to you. Where the market value of the Units held by you is lower than the original amount of investment, you will only receive the market value of the Units and will not be entitled to recover the original amount of investment. You accept that you will alone have to bear the losses from the actual amount of investment in this regard. 

9.2.2 We and/or the Fund Manager shall be entitled to recover any expenses which are reasonably related to the Buy Order and subsequent cancellation request and order, which we have incurred by deducting the same from the cancellation proceeds to be repaid to you. However, any sales charge, front-end load fee or realisation charge for redemption of the Units will not be chargeable to you. The amount to be refunded to you will be subject to the Fund Manager’s confirmation. 

9.3 Implication of Redemption

9.3.1 During the cancellation period, you may choose to redeem your Units instead of exercising your right to cancel. You acknowledge that:- (a) the published prices may change during the period between the submission and processing of the redemption request; and (b) you may not be able to enjoy the benefits of cancellation (i.e., refund of any sales charge applied) in the event that you choose to redeem your Units instead of cancelling the Units and that the redemption proceeds that you will receive may be lower than the amount being refunded had you exercised your cancellation right if the appreciation in the value of Units  is less than the initial sales charge.

10. MONIES IN YOUR YIELD ACCOUNT 

10.1 Money held in your Yield Account will be held by us in accordance with the requirements of the SFA (and its subsidiary legislation). This means that the money will be held on your behalf by us in a trust account with a licensed bank in Singapore. Where the money is in a currency other than SGD, we may place such money into an account with a licensed bank outside Singapore. You acknowledge that the laws and practices relating to trust accounts outside Singapore may be different from the laws in Singapore relating to such account, and this may affect your ability to recover your funds from these offshore trust accounts.

10.2 You acknowledge and agree that we may transfer monies in your Yield Account to a bank account outside Singapore (for instance but not limited to transferring to the relevant Fund’s or Fund’s Transfer Agent’s bank account that is held with a bank that is licensed overseas) for the purposes of settling payment for your Buy Orders.  

10.3 You acknowledge and agree that your money may be commingled with the money of our other customers. You also acknowledge that the trust account is not protected by any deposit insurance. This means that there is a risk that if there is any shortfall and the custodian bank goes insolvent, all customers may have to share equally in the shortfall and you may not be able to recover all your money.

10.4 We do not deposit your money with any clearing houses or exchanges.

10.5 You acknowledge and agree that money in the Yield Account can only be used for the purchase of Funds and cannot be used for any other services. If you wish to use the money for any other services, you must redeem your Units (as redemption proceeds will be credited to your MCA Balance).

10.6  Moneys in the Yield Account will not earn any interest unless otherwise agreed by us.

11. YOUR SELL ORDERS

11.1 You can redeem your Units by submitting an order to us  to redeem the Units (a "Sell Order") either through the Platform or via such method as may be accepted by us from time to time. Where you submit a Sell Order, you are instructing and authorising ASG2 to (i) submit a Sell Order to the relevant Fund Manager to redeem Units in the relevant Fund; and (ii) ASG2 to transfer the redemption proceeds to your Aspire Account. 

11.2 Once we have accepted a Sell Order, we will submit a request to the Fund Manager of the relevant Fund to redeem your Units.

11.3 You acknowledge and agree that the redemption proceeds cannot be used directly to purchase any new Funds. 

11.4 A Sell Order will not be placed if a request to withdraw the Sell Order is received prior to the Cut-off Time of that Trading Day. Sell Orders cannot be reversed or cancelled after the Cut-off Time.

12. CUSTOMER LIABILITY AND ASG2 LIMITATIONS OF LIABILITY

12.1 Customer Indemnity

12.1.1 You agree to indemnify, defend, and hold harmless ASG2 and its Affiliates, their officers, directors, employees, agents, and representatives from and against any and all claims, liabilities, damages, losses, expenses, and costs (including reasonable legal fees) arising out of or in connection with:

1. your breach of any term of this Agreement;
2. any misrepresentation or breach of any representation or warranty made by you in this Agreement;
3. your violation of, or failure to comply with, any Applicable Law;
4. your violation of, or failure to comply with, the Acceptable Use Policy;
5. your use or misuse of the Yield Services and the Platform, including any third-party claims made in connection with your actions or omissions;
6. ASG2 or any of its Affiliates acting on any of your or any of your Authorised User’s instructions or which ASG2 or its Affiliates reasonably believe to have been made by you or your Authorised User; and
7. any content or data provided by you, including any claims that such content or data infringes the rights of any third party.

12.1.2 This indemnity shall survive the termination or expiration of this Agreement. 

12.2 ASG2 Limitation of Liability. 

12.2.1 You acknowledge and agree that neither ASG2 nor any of its Affiliates will be liable to you, any of your Authorised Users or any third party for any inconvenience, loss, damage, claim, cost, expense,  embarrassment or injury incurred or suffered in connection with any of the following:

1. any act, omissions or delay of any of its Affiliates or any other third party;
2. any refusal or delay by any Affiliate or any other third party to authorise, process, facilitate or approve any transaction or funds transfer you wish to effect in connection with your Yield Account or the Yield Service;
3. if you are deprived of the use of any goods, services, machinery, equipment, products and/or systems (whether electronic, telecommunicative or otherwise) as a consequence of any action, omission or delay by any of its Affiliates or any other third party;
4. the Platform, Yield Account or the Yield Services not being available due to system or server maintenance or failure, the breakdown/non-availability of any network, any computer virus or malicious code, or any transmission interruption or failure;
5. the non-delivery, delayed delivery, misdirected delivery or the non-receipt of the Yield Services;
6. any damage to or loss of or inability to retrieve any data or information that may be stored in any microchip or circuit howsoever caused or any failure in the performance or function or breakdown or disruption of any of ASG2’s computers (whether hardware or software), machinery, equipment, products and/or systems (whether electronic, telecommunicative or otherwise) maintained by, used for, by ASG2 or in connection with ASG2’s business or otherwise whatsoever, including but not limited to the failure or inability of such computers, machinery, equipment, products and systems or any one or more of them to accept, recognise, store, process and/or transmit dates or data with respect to dates;
7. any non-processing or delay in processing of instructions by us or by any Provider through whom your instructions are transacted;
8. any transaction or instruction initiated by you or your Authorised User being declined by any bank, financial institution, payment intermediary or other service provider; 
9. inaccurate or incomplete content, reliance on or use of the information provided on any channel and medium for any purpose;
10. any disclosure of any information which you have consented to us collecting, using or disclosing or where such collection, use or disclosure is allowed under Applicable Laws;
11. any unauthorised and/or unlawful access to our machines, data processing system or transmission link;
12. any Force Majeure Event such as acts of God, war or warlike hostilities, civil commotions, riots, blockades, embargoes, sabotage, strikes, lock-outs, fire, flood, shortage of material or labour, power failures, delay in deliveries from sub-contractors; 
13. you failing to comply with this Agreement or in any way being involved in fraud, forgery or other unauthorised use of your Yield Account or the Yield Services; and
14. any event outside our control.

12.2.2 ASG2 and its Affiliates shall not be liable to you or any third party for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, or any loss of data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Yield Services or the Platform; (ii) any conduct or content of any third party on the Yield Services or the Platform; (iii) any content obtained from the Yield Services or the Platform; and (iv) any unauthorized access, use, or alteration of your transmissions or content, in each case howsoever caused or arising and whether arising directly or indirectly and whether or not foreseeable, even if ASG2 is actually aware of or has been advised of the likelihood of such loss or damage.

12.2.3 Nothing in these terms shall limit or exclude ASG2’s liability for gross negligence, willful misconduct, or any other liability that cannot be excluded or limited under Applicable Law.

12.3 Liability Cap 

12.3.1 In no event shall ASG2’s aggregate liability for all claims relating to the Yield Services exceed the amount you paid ASG2, if any, for accessing or using the Yield Services during the 12 (twelve) month period immediately preceding the date on which the claim arose.

12.3.2 If any amount owed to ASG2 is outstanding at any time under this Agreement or otherwise, you irrevocably agree and authorise us to debit your MCA Balance for such amount, and you irrevocably agree and authorise Aspire to allow us to debit your MCA Balance for such amount. If your MCA Balance does not have enough funds to pay the amount owed to ASG2, you authorise ASG2 to submit a Sell Order on your behalf to liquidate the Units in your Yield Account for the amount required to satisfy any shortfall. If we are unable to liquidate the Units in your Yield Account, we may contact you and, at your own cost, take reasonable steps to recover this amount (such as taking legal action or using debt collection services).

12.4 Exclusion of liability in relation to management of the Fund

12.4.1 The Fund(s) and the Fund Manager(s) are regulated by the MAS. We are not responsible for the management or administration of the Fund and we make no representation or warranty in relation to any Fund, Fund Manager, or Fund Documents (including Prospectuses, product highlights sheet and other documents relating to the Fund) that are provided to you. In the event that you suffer loss by virtue of the performance, management or administration of the Fund we shall not be liable for such loss.

12.5 The provisions of this Clause 12 shall survive the termination or expiry of this Agreement.

13. OUR CUSTODY SERVICES

13.1 ASG2 shall provide its custody services to you, which includes, among other things, providing the following services in relation to the Units in the Yield Account on your instructions: 

1. dealing with the Fund Manager in the buying and selling of Units on your behalf; 
2. holding legal title to all Units held in your Yield Account on trust for you; and 
3. maintaining adequate and appropriate organisational arrangements, including the maintaining of a complete and accurate internal ledger, for the purpose of ensuring that your investments may be easily identified.

13.2 We will identify, record and hold all Customers’ assets separately from any of ASG2’s own investments and other assets, and in such a manner that the identity and location of Customers’ assets can be identified at any time. All Customers’ assets belong to the respective Customers and are neither included in the bankruptcy estate of ASG2, nor will the claims of the creditors of ASG2 be satisfied on account of such assets.

13.3 Your investments may be pooled with those of other Customers for administrative reasons, but the investments owned by you will always be clearly identified in our records. Where we commingle your investments with those of other Customers, you acknowledge that your interest in the investments may not be identifiable by separate certificates, or other physical documents or equivalent electronic records, and we shall maintain records of your interest in the investments that have been commingled.

13.4 We will have a general lien over all investments in the Yield Account until the satisfaction of your liabilities arising under this Agreement to us in respect of any fees and expenses incurred in the performance of services under this Agreement in connection with the Yield Account. We may, without prior notice to you, enforce such general lien over the Yield Account in accordance with Applicable Laws. 

13.5 We shall claim and receive dividends, interest payments and other entitlements accruing to you, and the exercise of any right and power arising from ownership of the assets. 

14. ORDER HANDLING AND CONFLICTS OF INTEREST

14.1 You acknowledge that we may have interests, relationships or arrangements that can give rise to a conflict of interest. In particular, you acknowledge that we could:

1. combine your orders with our own orders or the orders of other clients;
2. send your orders through any of our Affiliates or related companies;
3. have bought or sold Units in any of the Funds (either for ourselves (including our employees) or other customers); and/or
4. receive fees, rebates, commissions, discounts or other benefits (including soft dollar commissions) from Funds or Fund Managers for the Yield Services. You agree that we are not required to inform you or account to you for such benefits, and (to the extent permitted by Applicable Law) we are entitled to retain these benefits without disclosing them to you.

15. FEES

15.1 ASG2 may charge fees for the Yield Services (“Fees”). The Fees are as described on the Fee Schedule which is posted on the Platform and may be amended from time to time. The Fees may be subject to revision without prior notice to you or your Authorised Users. Your or your Authorised User’s continued use of the Services after any such revision constitutes your consent to the revised Fees.

15.2 You understand and agree that we will be charging the following Fees for our Yield Services: 

1. Service fee: You shall be charged by ASG2  service fee(s) on a monthly basis in relation to the units of Funds which you hold through ASG2. The service fee will be calculated based on the net asset value in your Yield Account at the end of each day (timing to be decided by ASG2 in its sole discretion and may be subject to changes from time to time) multiplied by the daily service fee (as published in our Fee Schedule from time to time). Service fees will accrue daily but will be charged and invoiced to you on a monthly basis. You irrevocably authorise us to debit the service fees from your MCA Balance each month, and you irrevocably authorise Aspire to allow us to debit your MCA Balance for such amount.  
2. Custodial fee: We may charge a service fee for providing custody services in relation to your Units.

15.3 You agree that we are authorised to debit our fees, any applicable reversal amounts, and/or any amounts you owe ASG2 from your MCA Balance held with Aspire. If you do not have enough money in your  MCA Balance to cover these amounts, you agree to and authorise us to sell your Units in your Yield Account and transfer the redemption proceeds to ASG2’s account to satisfy your liabilities.

15.4 Customer shall pay all invoiced amounts to ASG2 in full without set-off or deduction of any kind on account of taxes, including where applicable goods and services, value added and/or withholding taxes. Accordingly, Aspire shall be entitled to gross up its invoices to include applicable taxes.

16. CLOSING YOUR YIELD ACCOUNT

16.1 Subject to Clause 16.4 below, you may close your Yield Account at any time by giving us instructions to do so via electronic mail, our customer service center or such other methods as may be accepted  by us from time to time.

16.2 If you wish to close your Yield Account, you are responsible for arranging for the sale of all the Units in your Yield Account and transferring the redemption proceeds to your Aspire Account, before closure of the Yield Account can be effected.

16.3 You agree and acknowledge that we have the right to close the Yield Account immediately without giving you any reason and with or without prior notice given to you, including but not limited to the scenario where you no longer maintain or no longer wish to maintain your Aspire Account. Where we exercise our rights under this Agreement to close your Yield Account, we shall also have the right to sell the Units held in your Yield Account at the prevailing price and transfer the redemption proceeds to your Aspire Account. 

16.4 You must not close your Yield Account to avoid an investigation. If you attempt to close your Yield Account during an investigation, we may hold the Units in your Yield Account until the investigation is fully complete in order to protect our interests or the interest of a third party.

16.5 You agree that you will continue to be responsible and liable for all obligations and liabilities related to your Yield Account even after it is closed.

17. TERMINATION AND SUSPENSION OF YOUR YIELD ACCOUNT

17.1 We may restrict, suspend, freeze or close your Yield Account and/or terminate this Agreement and/or the Yield Services without notice if:

1. you are in breach of Applicable Law, this Agreement, the Master Services Agreement or any documents referred to in this Agreement or the Master Services Agreement;
2. you have, or is reasonably suspected by us to have, breached Applicable Law, this Agreement, the Master Services Agreement or any documents referred to in this Agreement or the Master Services Agreement, or breached Aspire’s or ASG2’s Acceptable Use Policy;
3. you have given us or any of our Affiliates false or inaccurate information, or ASG2 has been unable to verify any information you have provided;
4. you notify us of, or we suspect or identify, any suspected or actual unauthorized transactions;
5. where we have reason to believe that you are engaged in fraud, money laundering, terrorist financing or other illicit activity, or we find out about a continuing or potential dispute or any allegation of fraud or wrongdoing in your organisation or your management team or between your directors, shareholders, authorised signatories or your partners;
6. where we have reason to believe that you may cause us to breach our or our Affiliate’s internal risk appetite policy; 
7. where a licensed partner of ours requests that we terminate the Yield Services/restrict the use of your Yield Account;
8. we receive instructions from your representatives or any of your directors or partners (whether or not the director or partner is an Authorised User) which contradict your instructions;
9. we are required to comply with Applicable Law, or any Applicable Law which we, or any Affiliate have to comply with makes it illegal to maintain or allow you to continue to use or access your Aspire Account, the Platform or the Yield Services;
10. we receive a notification and request to do so from law enforcement, regulators, governmental bodies, or financial partners of members of the Aspire Group; and/or
11. you become subject to an Insolvency Event.

17.2 Your Yield Account will be automatically closed by us if you close your Aspire Account. 

17.3 Where we are allowed under Applicable Law, we will tell you we have terminated, frozen, suspended or restricted your Yield Account as soon as we can.

17.4 We will not be liable for any loss, damage, expense, cost, claim or proceeding, whether direct, indirect or consequential, which you or any other person may suffer or face due to us exercising any of our rights in this Clause 17.

17.5 When your Yield Account is terminated or suspended, we may at our discretion end all services in connection with your Yield Account. 

17.6 Upon the termination of your Yield Account, any accrued liabilities and all obligations under this Agreement will remain continuing and we shall remain entitled to deduct from the redemption proceeds in your our Yield Account or debit your Aspire Account any amount outstanding and owing to us, including any overdrawn amounts (if any), costs, expenses, fees, commission, charges and payments owing from transactions carried out before the termination of your Aspire Account, and any other charges you owe on your Yield Account.  All remaining units you hold through ASG2 will be sold and the proceeds of such sale will be deposited in your Aspire Account, unless we are required by law to freeze your Yield Account.

17.7 The rights conferred on ASG2 under this Clause 17 shall survive termination of this Agreement.

18. CONFIDENTIALITY

18.1 All information relating to ASG2 and/or Aspire Group, designated as being confidential, and all information not expressly designated as being confidential, but which should reasonably be deemed confidential by reason of its nature or content is considered confidential information (“Confidential Information”).

18.2 You hereby undertake to take all necessary steps to protect the confidential nature of all Confidential Information belonging to ASG2 and its Aspire Group Affiliates, including only sharing the Confidential Information with parties which have a need to access such information in order to exercise rights and obligations in connection with your Yield Account.

18.3 This obligation to maintain confidentiality does not extend to information generally available to the public, already in the possession of or known to you at the time of disclosure, if you and/or your employees are obliged by law to disclose such information, and if the information had been disclosed to you by a third party without any obligation of confidentiality.

18.4 The provisions of this Clause 18  shall survive the termination or expiry of this Agreement.

19. DATA PROTECTION

19.1 ASG2 is required to comply with all Applicable Laws, regulations, notices and guidelines issued by relevant authorities from time to time. In this connection, you may be required to provide, through either the Platform, electronic mail or through the ‘MyInfo’ service, relevant data necessary to allow ASG2 and/or its Affiliates to establish and verify your identity, as well as the identity of all beneficial owners, partners, directors or individuals with executive authority and individuals authorized to open and operate your Yield Account. Such data will be required at the time of opening of your Yield Account and may be required on an ongoing basis thereafter.

19.2 Where you have given us personal data of someone else, including (but not limited to) your Authorised Users, your director and ultimate beneficial owner(s), your customers, employees and contractors, payers and payees, you confirm and represent to us that you have obtained the relevant individual’s express consent to share his/her personal data with us for the purposes set out in this Clause 19. You are required to show to the relevant individual(s) information about provisions of the this Agreement so that they may understand the manner in which their personal data may be collected, used and disclosed by ASG2 and its Affiliates in connection with your dealings with us and our use of their personal data including our use of personal data for direct marketing purposes and their consent to our use of their personal data provided by you on their behalf.

19.3 We will collect, use and disclose your information (including personal data of individuals that you have provided to us) in accordance with our data privacy policy available on our Platform  as may be amended, supplemented and/or substituted from time to time.

19.4 Without prejudice to the foregoing, you give us your consent, and authorize us, to at any time and without notice or liability, use and disclose the personal data that you give to us and any particulars of and/or otherwise relating to your Yield Account to:

1. any Affiliate and any member of the Aspire Group and their respective agents and contractors in any jurisdiction for the purposes of fraud detection and monitoring, regulatory compliance and reporting, customer screening relating to sanctions, anti-money laundering and countering the financing of terrorism compliance processes, and monitoring credit exposures across the Aspire Group;
2. any Affiliate, payment processor, account issuer, financial institution, payment intermediary and contractor in any jurisdiction for the purposes of (i) facilitating, effecting and/or processing your instructions and related transactions on your Yield Account and/or (ii) administering any benefit, privilege and term applicable to your Yield Account;
3. any Affiliate, payment processor, account issuer, financial institution, payment intermediary and contractor in any jurisdiction which has a legitimate business purpose for obtaining such information, including offering you products or services in connection with your Yield Account and/or any related transaction, and/or otherwise to facilitate your use of the Yield Account;
4. any Affiliate and any member of the Aspire Group and their respective agents and contractors for the purposes of (i) conducting research and/or analysis relating to any product and/or service provided by ASG2 or any member of the Aspire Group and (ii) improving, enhancing or developing new services or new methods of processes for business operations in relation to your Yield  Account;
5. any person or organisation engaged by or on behalf of any member of the Aspire Group for the purpose of performance of our services or operational functions where these have been outsourced;
6. any service provider appointed by us for the purpose of generating or storing any personalised statement of accounts, label, mailer or any other document or item on which your name and/or other particulars appear, or any data, record or document, and/or otherwise to provide a service to you;
7. any information garnering or processing organisation or consultant or entity conducting surveys or analysis or research or developing system applications for ASG2 or any other member of the Aspire Group;
8. the police, law enforcement agency or any public officer for the purposes of conducting an investigation into any matter relating to your Yield Account or any Aspire Group member in any jurisdiction;
9. any government agency, authority, tribunal or court of any jurisdiction (or equivalent), in compliance with the order, notice or request of such agency, authority, tribunal or court, and/or applicable laws and regulations, and/or for commencing, defending or otherwise participating in any legal or administrative proceedings or inquiry before any court, tribunal or other agency or authority;
10. any person for the purpose of collecting or recovering on ASG2’s  behalf any sums of money owing by you to ASG2;
11. auditors and professional advisors including lawyers, insurers and receivers appointed by any member of the Aspire Group;
12. any person authorized to operate your Yield Account;
13. any rating agency, business alliance partner, insurance company, insurer, insurance broker;
14. any person or organisation to clarify or correct any wrongful or erroneous belief, representation or allegation to any third party, whether made by you or on your behalf, both in public and in private, regarding any of our dealings with you or otherwise in relation to our products, processes or policies, regardless of the form of media or platform which may include but is not limited to, published articles, posts, complaints or petitions; and/or 
15. The Fund Manager, Fund’s administrator, Fund’s transfer agent, Fund’s registrar, Fund’s custodian and/or any person ASG2 reasonably considers it in its interest to make such disclosure (and each of the foregoing persons similarly may disclose to the ASG2 and to each other) in connection with its provision of its services and the enforcement of any rights and/or performance of any obligation in respect of or in connection with the Yield Account, the services and/or this Agreement.

19.5 You can ask us what information we hold about you and, where applicable, you can ask us to correct it if it is inaccurate or incomplete. We will need to verify your identity before we can process your request.

19.6 To submit a question or request regarding your personal data, you may contact us at 158 Cecil Street, #09-01, Singapore 069545 (Attention: Data Protection Officer) or via email at aftsg2.dpo@aspireapp.com. We will respond to your request as soon as reasonably possible within 30 days after receiving your request. 

19.7 Following termination or deactivation of your Yield Account, we may retain personal data and content for backup, archival, audit, disaster recovery, or otherwise in accordance with Applicable Law, guidelines and directives (for example, regulations relating to the prevention of money laundering and countering the financing of terrorism).

20. COMPLIANCE WITH TAX REQUIREMENTS

20.1 You acknowledge that you are solely responsible for understanding and complying with your tax obligations (including but not limited to, tax payment or filing of returns or other required documentation relating to the payment of all relevant taxes) in all jurisdictions in which those obligations arise and relating to the opening and use of your Yield Account and/or Yield Services.

20.2 Certain countries may have tax legislation with extraterritorial effect regardless of your place of domicile, residence, citizenship or incorporation. 

20.3 We have no responsibility in respect of your tax obligations in any jurisdiction including, without limitation, any that may relate specifically to the opening and use of the Yield Account and/or Yield Services.

20.4 We do not provide tax advice. You are advised to seek independent legal and / or tax advice.

20.5 Without prejudice to Clause 19, you authorise and consent to us, (including our officers, employees, directors, agents or any other persons who by reason of their capacity or work scope have access to or are required to have access to our records, correspondence, or any material relating to you) disclosing any and all of your personal and Yield Account information, where such disclosure is required by any Applicable Laws (including the United States Foreign Account Tax Compliance Act (“FATCA”), Common Reporting Standard (“CRS”) and / or any other reporting and / or withholding requirements of any government) to:

1. any Affiliate or member of the Aspire Group; 
2. any government, quasi-government, regulatory, fiscal, monetary or other authority, agency body or person, whether in Singapore or elsewhere; and 
3. any party to whom we are under a duty to disclose or where we in good faith deem it in our interest to make such disclosure.

20.6 You shall promptly notify us (and in any event, no later than 30 days) in writing of any change in your particulars, circumstances, status, including any change in citizenship, residence, tax residency, address(es) on record, telephone and email addresses. 

20.7 You will cooperate fully in respect of any enquiry that we may make for the purposes of compliance with any Applicable Laws (including FATCA, CRS and / or any other reporting and / or withholding requirements of any government) including promptly providing all relevant information, details and / or documents as may be necessary to enable us to comply with the same.

20.8 Any sum that may be payable by us to you shall be subject to all Applicable Laws (including FATCA CRS and / or any other reporting, withholding, foreign exchange restriction or control requirements of any government). You agree and acknowledge that pursuant to the foregoing we may perform, or cause to be performed withholding of any monies payable to you, deposit any such monies into our internal account(s) and / or retain such monies pending determination of the applicability of such Applicable Laws. We shall not be liable for any Losses that may be incurred by reason of such withholding, retention or deposit. 

20.9 You acknowledge and agree that in the event that your status changes from a non-U.S. Person to a U.S. Person, you shall immediately notify ASG2 and you shall be required to, upon demand by ASG2 and in a timely manner, provide any form, certification, representation, confirmation or other information, as may be requested by and in a form acceptable to ASG2. 

20.10 You acknowledge and agree that ASG2 may in its sole and absolute discretion terminate your Yield Account with immediate or subsequent effect by written notice if you fail to comply in a timely manner with the requirements in this clause, whereupon ASG2 shall be entitled to receive all fees and other monies accrued up to the date of such termination. If you do not timely inform us of your change in tax residency we will report your account to the IRS under FATCA.

21. BEST EXECUTION POLICY 

21.1 We are required, pursuant to regulatory requirements, to put in place a best execution policy when executing your buy and sell orders. 

21.2 Best execution refers to placement and execution of customers’ orders for capital markets products (which includes any Fund) on the best available terms (taking into account a range of factors). 

21.3 Best execution applies when we place your orders directly on an execution venue, or with another capital markets intermediary (such as the Fund Manager). 

21.4 Upon receipt of the buy and sell orders from us, the Fund Manager will process the orders in accordance with the terms and conditions as stated in the Fund Documents. 

21.5 For the avoidance of doubt, the Funds can only be bought and sold in one execution venue (with the Fund Manager / administrator of the Fund) and at one price (the net asset value of the Fund) and as such there are no “best available terms” when it comes to placing orders for Units as there is no discretion with regards to the execution venue and price. 

21.6 The Fund Manager will also be subject to the regulatory requirement to put in place a best execution policy in relation to executing the orders that we place with them for a Fund as well as when placing or executing orders in relation to a Fund. 

22. LIEN

22.1 In addition to and without prejudice to any rights we may have under Applicable Laws or otherwise, all of your Units in our possession shall be subject to a first and general lien in favour of us which we may sell at any time and apply the proceeds towards payment and satisfaction of all or part of any obligations owing by you to us in any manner whatsoever.

23. POWER OF ATTORNEY

23.1 You hereby irrevocably appoint and authorise us and such persons duly authorised by us severally to act as your attorney (with full rights of substitution) with full authority to be your true and lawful attorney and to in your name do on your behalf all things you could have done for the purposes of: 

1. carrying out any transactions for your Yield Account or any of your instructions; 
2. executing your order(s) for to buy or sell Units in a Fund; 
3. providing any service to you; 
4. discharging any of our obligations to you under this Agreement; 
5. acquiring, holding in custody, disposing of or otherwise dealing with your Units on your instructions; 
6. doing all things as may be required for the full exercise of all or any of the powers hereby conferred upon us or as we may consider expedient in connection with the dealing, custody of or otherwise transacting in your Units and/or any transaction; and/or 
7. doing any and all things, including giving instructions to Aspire (including in respect of your Aspire Account) and selling Units in your Yield Account, which in our opinion is necessary or desirable to preserve or enforce our rights under this Agreement. 

23.2 You undertake to ratify and confirm, and hereby ratify and confirm, all that we may do or cause to be done pursuant to this power of attorney.  

24. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT, CHAPTER 53B

24.1 Save for members of the Aspire group, a person who or which is not a party to this Agreement shall not have any right under the Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore (as may be amended from time to time) to enforce any provision of this Agreement. This provision does not apply to members of the Aspire Group.

25. VARIATION OF THIS AGREEMENT

25.1 We may amend, supplement, delete and/or revise any part of this Agreement at any time with notice, and such changes shall take effect on the date specified in the notice. The notice and updated Agreement will be posted on Aspire’s website and may be sent to you via electronic mail. The changes will take effect on the date specified in the written notice.  The obligation to give you prior notice does not apply if amendments and / or variations are required in an emergency or where it is not practicable to give such notice. Further, we may make amendments for administrative or clarification purposes and include additional terms and conditions governing new investments / Fund(s) without giving you any notice. 

25.2 If you do not accept the revised terms, you have the option to close your Yield Account before they take effect. If you retain or use the Yield Account after ASG2 has given notice of any changes in this Agreement, you are deemed to have accepted and agreed to such changes without reservation.

26. GOVERNING LAW AND DISPUTE RESOLUTION

26.1 This Agreement is governed by and construed in accordance with Singapore law.

26.2 The Customer hereby submits to the exclusive jurisdiction of the Courts of Singapore with respect to any claim or dispute concerning or arising from this Agreement or any transactions in connection with the Yield Account. The Customer hereby waives any immunity or objection which it may now or hereafter have to the courts of Singapore being the forum to hear, determine and settle any dispute and agree not to claim that any such court is an inconvenient or inappropriate forum. Nothing contained in this Clause 27 shall limit the right of ASG2 to take proceedings in any other court of competent jurisdiction or in any other jurisdiction.

27. DEFINITIONS

In this Agreement:

“Affiliate” means a legal entity that (a) owns or controls in whole or in part another legal entity, (b) is owned or controlled in whole or in part by one or more other legal entities or natural persons, or (c) is under common ownership or control in whole or in part with another legal entity.

“Applicable Law”  means all applicable local or foreign laws, rules, acts, regulations, subsidiary legislation notices, notifications, circulars, licence conditions, directions, requests, requirements, guidelines, directives, codes, information papers, practice notes, demands, guidance and/or decisions of any national, state or local government, any agency, exchange, regulatory or self-regulatory body, law enforcement body, court, central bank or tax revenue authority or any other authority (including the MAS and IRAS) whether in Singapore or elsewhere, whether having the force of law or not (including any intergovernmental agreement between the governments or regulatory authorities of two or more jurisdictions or otherwise), as may be amended from time to time.

“Aspire” means Aspire FT Pte. Ltd., its successors and assigns.

“Aspire Account” refers to the multi-currency account that you opened with Aspire. 

“Authorised Fund” means a collective investment scheme under which the property is held on trust for the participants as defined under section 2 of the Securities and Futures Act of Singapore (SFA), and is authorised under section 286 of the SFA. 

“Aspire Group” means Aspire and its related entities, including any of Aspire’s subsidiaries, Aspire’s holding company and its subsidiaries (in each case wheresoever situated).

“Authorised User” means any person authorised by you from time to time to use the Yield Services in relation to your Yield Account. 

“Business Day” means a day other than a Saturday, Sunday or a public holiday in Singapore when financial institutions are open for business.

“Buy Order” is an instruction from you to us to buy Units in a Fund at the applicable Net Asset Value per unit.

“Cut-off Time” is 4:00 PM Singapore Time. All Buy Orders and/or Sell orders received before this time will be placed the same Trading Day.

“E-money” shall have the meaning given to it in the PSA.

“Force Majeure Event” means any event beyond our reasonable control (and which does not relate to or arise by reason of our default or negligence) which renders impossible or hinders our performance of this Agreement including our Yield Services.

“Fund” refers to any collective investment scheme that we may make available as part of the Yield Services.

“Fund Manager” refers to the fund manager of the relevant Fund.

“Insolvency Event” means any corporate action, legal proceedings, or other procedure or step taken in relation to: (a) suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation; (b) a composition, compromise, assignment or arrangement with any creditor; or (c) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer.

“MAS” refers to the Monetary Authority of Singapore.

“Master Services Agreement” refers to the Master Services Agreement between Aspire and you which governs your use of the Platform and services provided by Aspire, including but not limited to the relevant product schedule(s) which apply to you, the privacy policy and acceptable use policy which are published on Aspire’s website from time to time. 

“MCA Balance” is, in relation to any currency, the balance from time to time of E-money held in your Multi-currency Account denominated in that currency, which shall be labelled as “Checking Account” in the Platform, and from which you may send, spend, or withdraw, as governed by your Master Service Agreement and Payments & FX Product Schedule with Aspire.

“Net Asset Value per Unit” is the net asset value per Unit, calculated by the Fund Manager in accordance with the relevant Fund’s prospectus and published by the Fund Manager on each Trading Day 

“Active Non-Financial Entity” means a company that falls within any of the following categories:

• Active Business: For the past calendar year, less than  50% of its gross income is from passive sources (including  investments, dividends, interest, royalties or rent) AND less than 50% of its assets is used to derive such passive income;
• Startup Company: it is a company incorporated for less than 24 months AND has not yet started operations AND does not intend to operate as a financial institution; 
• Holding Company of Nonfinancial Groups: a company that holds shares of subsidiaries that are not financial institutions and is not itself an investment fund.
• Charity: Charities that are registered under the Charities Act (Cap. 37) and are not financial institutions;  and
• Any other categories falling under the definition of Active NFE or Active NFFE under CRS and FATCA regulations respectively. 

“Platform” means the electronic platform available at https://aspireapp.com/ (or such sub-domain or additional or replacement website(s)) that allows you to use Aspire’s and/or ASG2’s services, and includes any mobile or desktop application through which the Platform may be accessed.

“Product Highlight Sheet” means the product highlight sheet relating to the relevant Fund.

“Prospectus” means the prospectus published by the Fund Manager.

“PSA” means the Payment Services Act 2019 of Singapore, as amended, revised or modified from time to time.

“Sell Order” is an instruction from you to us to redeem Units in a Fund held in your Yield Account on your behalf at the applicable Net Asset Value per Unit.

“SFA” means the Securities and Futures Act 2001 of Singapore, as amended, revised or modified from time to time.

“Trading Day” means a day other than a Saturday, Sunday or a public holiday in Singapore when financial institutions are open for business.

“Transfer Agent” means the transfer agent of the Fund from time to time.

“Unit” means either a unit in a Fund which represents your participation in and associated rights in respect of the Fund.

“U.S. Person” has the meaning given to it under:

(a) Rule 902(k) of Regulation S under the United States’ Securities Act of 1933; 

(b) the United States Commodity Futures Trading Commission’s (CFTC) Rule 23.23(a)(23); and 

(c) any other applicable United States laws and regulations, including (without limitation) sanctions regulations and executive orders, and includes individuals, entities and organisations that are (i) subject to United States federal or state income taxation on their worldwide income; or (ii) "specified United States persons" under the tax laws of the United States, 

And the foregoing would generally include a United States citizen or corporation, a fiscal resident of the United States or a person liable to tax in the United States on any grounds whatsoever.

“Statement” has the meaning given in Clause 5.2.1. 

“Yield Account” means the account opened by you with ASG2 through the entering into of this Agreement, through which you can invest in Fund(s).

“Yield Services” has the meaning given in Clause 1.1.