Terms and Conditions
1. Our agreement with You
1.1 You may request us to open an Account for You and provide Services to You by submitting an application to us and providing to us all relevant information and documents required by us. You may access the Platform through the Mobile App, the Website or in such other manner as we may specify. We may, in our sole and absolute discretion, decide whether or not to open or maintain any Account for You, or make any Service available to You, without giving any reason.
1.2 These Terms and Conditions govern the Account, Transactions and Services. By signing these Terms and Conditions, You are taken to have read and agree to be bound by these Terms and Conditions.
1.3 You must review these Terms and Conditions carefully to make sure that You understand them and the consequences of agreeing and accepting to be bound by these Terms and Conditions. If You have any doubt, we strongly recommend You obtain independent legal, financial and Tax advice.
1.4 (If applicable) We may also from time to time provide You with the Chinese version of these Terms and Conditions for Your reference. If there is any inconsistency between the English and Chinese versions of the Agreement, or any other document relating to any Account, Transaction or Service which is made available to You in Chinese or any other language from time to time, the English version shall prevail to the extent of that inconsistency.
2. Definitions and interpretation
2.1 In these Terms and Conditions, unless the context otherwise requires, the following words and expressions shall have the following meanings:
"Account" means the account opened and maintained by You with us from time to time.
"Accredited Investor" has the meaning ascribed to it in Clause 5.11(k).
"Address" means Your latest address on our record.
"AEOI" has the meaning ascribed to it in Clause 30.3.
"Agreement" means these Terms and Conditions (as amended from time to time), the account opening declaration and other related terms and conditions entered into or accepted by You (whether electronically or by other means) from time to time.
"Applicable Laws" means all relevant or applicable laws, statutes, regulations, treaties, agreements, guidelines, guidance, directives, practice notes, practices, information papers, rules, bye-laws, decrees, codes, circulars, notices, requests, disclosures requirements or other similar documents issued or given by any Regulatory Authority, governmental, intergovernmental or supranational body, agency, department, or legal, regulatory or self-regulatory, Tax, law enforcement or other similar authority, agency or organisation, or industry body or association of banking or financial services providers, and court orders (including those which CIM or any CIM Group Member is subject to or is expected to comply with), whether or not having the force of law and whether within or outside of Hong Kong.
"Assets" means cash, securities (including the Fund Investments) and any of Your other assets or property, as may be delivered and transferred to us or to our order whether for safe custody or any other purpose whatsoever.
"Business Day" means a day on which we are open for business in Hong Kong (but excluding any period of time between (1) the hoisting of typhoon signal number 8 or above or a black rainstorm warning and (2) such time after the lowering of such signal or warning as we may in our sole and absolute discretion determine).
"CIM", “We”, “Our”, “Us” means Chubb Investment Management (HK) Limited, brand name as “Chubb Wealth”, a company incorporated in Hong Kong with limited liability with a business address at Room 4801 Central Plaza, 18 Harbour Road, Wan Chai, Hong Kong and licensed with the SFC (CE No. AVR438) to carry on Type 1 (dealing in securities), Type 4 (advising on securities) and Type 9 (asset management) regulated activities, including its successors, permitted assigns, permitted transferees, and any persons deriving title under it.
"CIM Employees" means the directors, managers, officers and other employees of CIM.
"CIM Group" means CIM and each of CIM's holding company, subsidiaries and affiliates, and "CIM Group Member" shall be construed accordingly.
"Client Monies" has the meaning ascribed to it in Appendix 2.
"Client Securities" has the meaning ascribed to it in Appendix 3.
"Code of Conduct" means the Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission.
"Confirmation" means a written confirmation, acknowledgement or advice issued by us to You confirming Your Instructions or the terms of a Transaction and which may be in electronic form.
"Contact Details" means Your latest mobile telephone number and/or email address on our records.
"Contract Note Rules" means the Securities and Futures (Contract Notes, Statements of Account and Receipts) Rules (Chapter 571Q of the Laws of Hong Kong).
"Customer Service" means our customer service who may be contacted by email at ClientSupport@chubbinvestment.com. or as specified by us from time to time.
"Designated Bank Account(s)" means Your personal bank account(s) in Your name which You used to initiate deposits with us and which is(are) accepted by us to be used for the Services, including (where applicable) for direct debit from and into Your Account, and vice versa for direct credit to and from Your Account.
"Device" means any electronic device such as a mobile phone or tablet or other device or telecommunication equipment, together with all software and other hardware required to access Your Account through the Website and/or Mobile App.
"Dormant Account" has the meaning ascribed to it in Clause 16.4.
“EEA” means the European Economic Area.
"FATCA" has the meaning ascribed to it in Clause 30.3.
"Financial Dispute Resolution Scheme" means the Financial Dispute Resolution Scheme for managing and resolving eligible disputes administered by the Financial Dispute Resolution Centre.
"Foreign Institutions" has the meaning ascribed to it in Appendix 1.
"Foreign Jurisdictions" has the meaning ascribed to it in Appendix 1.
"Fund(s)" means any collective investment scheme that are distributed by us from time to time.
"Fund Documentation" means the offering documents (including explanatory memorandum and prospectus), constitutional documents, the subscription agreements. other supplements and documents (including any key fact sheets, financial statements and other reports) and other promotional and advertising literature, publications, materials and other statistical information in relation to the Fund, which may be made available to You by any means.
"Fund Investments" means any investment in any of the Fund through Your Account.
"Fund Parties" means the Fund and its general partner, manager, advisor, custodian, issuer, administrator, representative and agent, unless the context otherwise requires.
"holding company" and "subsidiary" have the respective meanings ascribed to them in sections 13 and 15 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong).
"Hong Kong" means the Hong Kong Special Administrative Region of the People's Republic of China.
"Indemnified Person(s)" means CIM, CIM Group Members, (where applicable) Fund Parties, and their respective directors, officers, employees and agents.
"Inland Revenue Ordinance" means the Inland Revenue Ordinance (Chapter 112 of the Laws of Hong Kong).
"Instructions" means any instruction (including an instruction to purchase or subscribe, switch or exchange, transfer, dispose, or redeem any Fund Investments), request, application, authorisation or order which You have given or are deemed to have given to us in such form or by such means as specified by us from time to time.
"Mobile App" means the mobile phone application which may be provided to You from time to time, and which can be used on compatible Devices through which You may access the Platform.
"Notices" has the meaning ascribed to it in Clause 15.1.
"One Time Password" means a unique randomly generated one time password used to access an Account and such Services as may be made available to you from time to time on the Platform which we will provide to You to Your Contact Details, by way of a security token or in such other manner as we may specify.
"PIN" means the personal identification number or any other password, code or number or other credential that is used by us to identify you to enable you to access your Account, give Instructions or make a Transaction. A PIN may be designated by us or you or generated by a device designated or approved by us.
“Platform” means the platform or any part thereof which may be provided to You from time to time, and through which You may access the Account and such Services as may be made available to You from time to time on the Platform.
"PRC" means the People's Republic of China excluding Hong Kong, the Macau Special Administrative Region of the People's Republic of China and Taiwan.
"Privacy Notice" means CIM's Privacy Notice and Personal Information Collection Statement relating to the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) and the China Personal Information Protection Law on use and disclosure of personal data, as set out in any communications or documents that we have provided, or will in the future provide, to You.
"Professional Investor" has the meaning as given to it in Part 1 of Schedule 1 to the SFO and the Securities and Futures (Professional Investor) Rules (Chapter 571D of the Laws of Hong Kong).
"Regulation S" has the meaning ascribed to it in Clause 5.11(k).
"Regulatory Authority" means any government or any governmental agency, semi-governmental or judicial entity or authority, regulatory authority, including any stock exchange or any self-regulatory organisation/established under statute.
"Risk Disclosure Statements" means the risk disclosure statements in Appendix 1 of these Terms and Conditions.
"RMB" means Renminbi.
"Securities Act" has the meaning ascribed to it in Clause 5.11(k).
"Security Mechanisms" means all confidential codes, user names, user identification codes, PINs, passwords, One Time Passwords and other security devices (including a security token, security application or other electronic key made available by us to You), or a combination of any of the foregoing, as You may be notified from time to time, that You must use to confirm and verify Your identity when You access an Account using our Services or give any Instructions.
"Service Charges" means the applicable schedule or list of fees, interest rates and other charges of CIM (which may not necessarily be referred to as service charges) setting out some of the applicable fees, interest rates and other charges that may apply to an Account, any Transaction or any Services.
"Services" has the meaning ascribed to it in Clause 4.1.
"SFC" means the Securities and Futures Commission of Hong Kong.
"SFO" means the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
"SMS" means short message service which allows You to receive text messages sent through a mobile service network.
"Statement" means any statement, confirmation, contract note which may be provided to You from time to time relating to the Account, Transactions and/or Services.
"Tax(es)" means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).
"Terms and Conditions" means the terms and conditions set out herein.
"Third Parties Ordinance" means the Contracts (Rights of Third Parties) Ordinance (Chapter 623 of the Laws of Hong Kong).
"Transaction" means a transaction which may be made from time to time using the Account and/or Services, including any transaction made in accordance with Your Instructions.
"Transferees" has the meaning ascribed to it in Clause 30.3.
“U.K.” means the United Kingdom of Great Britain and Northern Ireland.
"U.S." means the United States of America.
"U.S. Person" has the meaning ascribed to it in Regulation S and promulgated under the Securities Act, as well as Section 7701(a) (30) of the Internal Revenue Code of 1986 and the regulations thereunder.
"Website" means https://www.chubbinvestment.com.hk/en/
"You" or “Your” means the client of CIM, whose full name and Address are stated in the Account opening form and in whose name an Account is maintained or to whom a Service is provided, including Your successors, permitted assigns, permitted transferees, personal representatives and any persons deriving title under it.
2.2 In these Terms and Conditions, unless the context requires otherwise where we have any right to make any determination or to exercise discretion in relation to any matter, such right or discretion may be exercised by us in such manner as we may decide in our sole and absolute discretion.
3. Opening and use of Account
3.1 You must not permit any other person to use or access the Account or Services. The Account and Services are provided to You for Your sole and exclusive use.
3.2 You undertake not to register for more than one Account or register an Account on behalf of any person other than Yourself.
3.3 You may access the Account on the Platform (whether through the Mobile App and/or the Website) using a Device capable of accessing the internet and which is compatible with the Mobile App and/or the Website. Not all Devices may be capable of accessing and using the Platform through the Mobile App and/or the Website. The features, access and actions You can conduct using the Platform through the Mobile App and/or the Website may differ depending on the type of Device, the features released and the version of the Mobile App You are using, and may change from time to time without notice to You. If we release a new version or update to the Mobile App, we may require that You download or update to the new version before You can continue to access and use the Mobile App.
4. Our services
4.1 You appoint us and we agree, subject to the provisions of the Agreement, to provide You with the following services ("Services"):
(a) execution services in relation to any purchase or subscription, switching or exchange, transfer, disposal or redemption of Fund Investments; and/or
(b) ongoing customer services (including investment advisory and support services) in relation to the Account and Transactions.
4.2 If we solicit the sale of or recommend any financial product to You, the financial product must be reasonably suitable for You having regard to Your financial situation, investment experience and investment objectives. No other provision of the Agreement or any other document we may ask You to sign and no statement we may ask You to make derogates from this Clause 4.2. For the purpose of this Clause 4.2, "financial product" means any securities, futures contract or leveraged foreign exchange contract as defined under the SFO.
4.3 You agree to provide us with information, when You open an Account with us and from time to time, relating to Your financial situation, investment experience and investment objectives. We use and rely on this information to help You make investment decisions that meet the appropriate risk profile and to ensure, if required, any financial products which we solicit the sale of or recommend to You are reasonably suitable for You at the point of sale. If there are circumstances or other considerations that You feel are relevant, You should inform us. Our suitability assessment will be based on the information You provide to us. If You provide us with incorrect or incomplete information, or do not provide us with any information requested by us from time to time, we can perform suitability assessment based only on the information You have previously provided to us. We may also elect not to provide or continue to provide You with our Services at any time.
4.4 You agree and acknowledge that:
(a) by placing an order for a Fund, You confirm each time that any information You provide to us including information on Your financial situation, investment experience and investment objectives is complete, accurate and up-to-date. When we assess suitability of a Fund for You, we will rely on Your confirmation;
(b) if circumstances relating to You, the Fund, the Fund Parties or general market conditions change, the Fund may no longer be suitable for You;
(c) we do not have an ongoing responsibility to ensure that a Fund remains suitable for You.;
(d) whilst we may provide information in relation to historical performance of Funds, such information should not be regarded as any agreed performance benchmark with You. Specifically, we have not agreed any performance benchmark in relation to any Funds with You nor would we perform with You any review of the performance of any Funds against any benchmark or any other data; and
(e) we do not give any warranty and/or representation as to the actual performance of any of the Funds.
4.5 In respect of derivative products which may be made available to You from time to time, we shall provide to You on request product specifications and any prospectus or other offering document covering any derivative products and the circumstances under which Your positions (where applicable) may be closed without Your consent.
4.6 We undertake to notify You in the event of any change in our full name, address, licensing status with the SFC, or any material change to the nature of Services provided to You, and remuneration to be paid by You to us.
5. Instructions
5.1 You shall give Instructions to us through any means, manner or channel as we may specify from time to time, to perform such functions as we permit in our sole and absolute discretion from time to time. When You provide Instructions to us through the means, manner or channel as we may specify from time to time, You acknowledge and agree, in addition to any other provisions of the Agreement:
(a) You authorise us to act on any Instruction given or appears to be given by You according to the means, manner or channel as we may specify from time to time;
(b) You must ensure the accuracy and completeness of each Instruction, which we are entitled to rely and act on;
(c) You shall be solely responsible for all Instructions which will be binding on You, and any Instructions received by us shall be treated for all purposes as having been made by You at the time received by us and in the form received by us;
(d) we may act on an Instruction if we reasonably believe that it is given or authorised by You without being liable in any circumstance. You are bound by that Instruction as understood and executed by us in good faith even if (i) it is incorrect, false or unclear, or (ii) it was not given or authorised by You;
(e) we have the right to accept or refuse any Instruction without giving any reason. We are entitled to act in accordance with our regular business practice and procedures (including but not limited to conducting any pre-trade checking and making further enquiries with You as we consider appropriate) and will only accept Instructions insofar as it is, in our reasonable opinion, practicable and reasonable to do so;
(f) we are not obliged to act on an Instruction to cancel or amend an earlier Instruction. We may have fully executed that earlier Instruction, or we may have insufficient time or we may be unable to cancel or amend an unexecuted or partly executed Instruction for any other reason. In that case, we are not liable for any loss or expense suffered or incurred by You arising from or in connection with our acting on the earlier Instruction;
(g) an Instruction (or a part of it) may not be executed. We may in our sole and absolute discretion cancel any Instruction (or any part of it) that has not yet been fully executed if, in our reasonable opinion, there are grounds for cancellation;
(h) in addition to any other rights under the Agreement, we have the right to delay acting or not to act on an Instruction without prior notice, in the following circumstances:
(i) if the Instruction is unclear in our reasonable opinion;
(ii) if the Instruction is not given in a form or by such means acceptable to us, or pending any pretrade checking or further enquiries with You as we consider appropriate;
(iii) if we are unable to act on the Instruction due to prevailing market conditions or any other reason beyond our reasonable control (which may include without limitation, the hoisting of typhoon signal number 8 or above or a black rainstorm warning or any other disruption events); or
(iv) if, in our reasonable opinion, the Instruction is not consistent with any Applicable Laws or market requirements or any provisions of the Agreement.
We shall not incur any liability to You as a result of our refusal or delay to act in such circumstances; and
(i) we shall, in the absence of negligence or wilful breach of duty, not be liable or have any responsibility whatsoever for any delays, errors, interruptions or failure in transmission or delivery of any Instruction, Confirmation or order. Any delay, error, interruption or failure in the delivery of the Confirmation shall not affect the validity of an executed Instruction.
5.2 When You provide Instructions to us to subscribe or purchase any Fund, You will instruct and authorise us on Your behalf, and (unless otherwise specified) as Your agent, to place a purchase Instruction for such Fund Investments with the appropriate Fund Parties. We do not owe You any fiduciary or other equitable duties in respect of any dealings in the Funds above or beyond our obligations as Your agent.
5.3 In placing Your Instruction under Clause 5.2, we will apply for the proposed Fund Investments as agent for and on behalf of You unless otherwise specified. We may, if we have received Instructions from other customers to subscribe or purchase investments in the same Fund, aggregate Your Instruction under Clause 5.2 with such other Instructions and place an aggregated purchase instruction with the Fund Parties. We will upon issue of the relevant Fund Investments allocate in what we determine, in our sole and absolute discretion, to be the most appropriate manner, the Fund Investment between the various purchasing customers including You. You acknowledge that the aggregated purchase instruction with those of other customers may operate on some occasions to Your advantage and other occasions to Your disadvantage.
5.4 Your Instruction to purchase, redeem or otherwise deal in a Fund will be handled in accordance with our usual practice and having regard to our cut-off time as specified by us from time to time, and as such, may not be effected on the day on which the Instruction is placed with us. Any Instruction that is not effected on the day on which the Instruction is placed with us shall automatically be placed to be effected on the next available dealing day or period as determined by us. We shall not be responsible for any price difference as a result of effecting an Instruction in accordance with our usual practice and time, unless directly occasioned by fraud, negligence or wilful misconduct of us or any CIM Group Members, CIM Employees or agents. Your Instruction to purchase, redeem or otherwise deal in the Fund is valid until it has been dealt with or alternatively, withdrawn by You and accepted by us.
5.5 Your Instruction to purchase, redeem or otherwise deal in a Fund is subject to the Fund Documentation, Applicable Laws of the Fund's relevant place of registered domicile or the rules, terms and conditions of the relevant Fund Parties, which may differ for each Fund and may vary from time to time without prior notice to You, and shall be accepted in the absolute discretion of the Fund Parties. You should refer to the latest Fund Documentation and where necessary contact the Fund Parties to re-confirm the specific rules, terms and conditions in respect of the particular Fund. We shall have no responsibility or liability for ensuring that the relevant Fund allots the Fund Investments or for any losses including any loss of investment opportunity which You may suffer or incur as a result of any refusal to accept or delay in accepting such Instruction by any such Fund. Your Instruction to purchase, redeem or otherwise deal in the Fund is not confirmed to be executed unless and until You have received a Confirmation of the same from us.
5.6 You shall immediately notify us:
(a) if an Instruction has been placed through the means, manner or channel as we may specify from time to time, and You have not received an acknowledgement of receipt from us within three (3) Business Days; or
(b) You have received a Confirmation from us (i) in respect of an Instruction which was not given by You; or (ii) which is inconsistent with the Instructions given by You.
5.7 In respect of any redemption of Fund Investments, You acknowledge that this may only be made in accordance with the Fund Documentation. You may instruct us to apply or procure that an application is made to the Fund Parties for the redemption of the Fund Investments in accordance with the Fund Documentation, and we will make the necessary application. We will credit such monies (net of any fees, charges or expenses incurred in connection with the redemption) as may be received in consideration of the redemption of the Fund Investments received by us on Your behalf into the Account or make payment of the same in such manner as we determine. We have no duty to ascertain and shall not be responsible for the adequacy of the consideration received.
5.8 Where permitted by a Fund, You may from time to time instruct and authorise us, on Your behalf and as Your agent (unless otherwise specified), to switch or exchange Fund Investments between Funds, provided that You have complied with all relevant requirements under the Fund Documentation. A switching or exchange request will be processed as a disposal or redemption of Your existing holding in the Fund(s), to be followed as soon as practicable by subscription into the new Fund(s), subject to the terms and conditions including any restrictions in the relevant Fund Documentation.
5.9 In respect of any transfer of Fund Investments, after we receive the transfer Instructions from You, we may (but will not be obliged to) act upon any further Instructions from You relating to the Fund Investments subject to our sole and absolute discretion and within the timeframe permitted by the Fund. Any Instruction given by You to us to transfer Fund Investments in a Fund shall be deemed to be an Instruction to transfer all Your Fund Investments in that Fund unless otherwise agreed by us in our sole and absolute discretion.
5.10 In addition to the provisions of the Agreement, You agree that Instructions and Transactions in the Funds will also be subject to the terms and requirements (including any restriction on dealing in the Funds) applicable to direct holders of the relevant Funds as specified in the relevant Fund Documentation. You make (or give) the representations, warranties and undertakings relating to investors and holders of such Funds as set out in the relevant Fund Documentation, and You agree to be bound by the terms and conditions in relation to such Funds as set out in the relevant Fund Documentation, or other relevant documents.
5.11 Notwithstanding the generality of the foregoing and other provisions in these Terms and Conditions, with regard to each Instruction to invest in any Fund, You represent, warrant, undertake and agree the following:
(a) You have received, read and fully understood the Fund Documentation in relation to the Fund which may be provided to You through the means as specified by us from time to time;
(b) You fully understand the structure, nature, features, terms and conditions and risks of the Fund and accept the same. In particular, the investments in the Fund may not be principal protected and are subject to the risks as described in the Fund Documentation;
(c) You are and will continue to be an eligible investor of the Fund;
(d) You have and will have full power, authority and legal right to purchase or subscribe, switch or exchange, transfer, dispose, redeem or otherwise deal in any Fund and such purchase or subscription, switching or exchange, transfer, disposal, redemption or action does not/will not contravene any provisions of Applicable Laws or Fund Documentation;
(e) You will execute any documents and provide us (including for and on behalf of or at the request of any Fund Parties, and where applicable, any underlying fund(s) of the Fund and the general partner, manager, advisor, custodian, issuer, administrator, representative and agent of such underlying fund(s)) such information, materials and documents in such manner and take such steps and by such time as prescribed by us, any Fund Parties, or any underlying fund(s) of the Fund or the general partner, manager, advisor, custodian, issuer, administrator, representative or agent of such underlying fund(s), from time to time, to enable us, any Fund Parties, or any underlying fund(s) of the Fund or the general partner, manager, advisor, custodian, issuer, administrator, representative or agent of such underlying fund(s), to effect an instruction, Your Instruction, perform the Services as well as to comply with any Fund Documentation, Applicable Laws and market practice;
(f) You comply and will continue to comply with all investor requirements, subscription conditions, sale and/or transfer restrictions, undertakings, representations, warranties and indemnities set out in the Fund Documentation, and agree to be bound by the terms thereof;
(g) before You place an order for a Fund:
(i) all decisions with respect to investing in, holding or disposing of any Fund are Your own and are made on the basis of, among others, the information set out in the Fund Documentation;
(ii) You have, where applicable, read and understood the relevant Fund Documentation, and have sufficiently informed Yourself and know the risks inherent in investing in the Fund (which may result in a partial or total loss of Your investment);
(iii) You should carefully consider Your own circumstances and seek professional advice, where necessary; and
(iv) unless specifically stated otherwise, any Fund Documentation pertaining to the Fund have not been prepared by us, and that to the maximum extent permitted by and not inconsistent with any Applicable Laws, we shall not be liable to You for any error, misstatement or omission in such Fund Documentation or any loss suffered by You in connection with any Transaction entered into or steps taken or omitted to be taken on the basis of such Fund Documentation. The information contained in the Fund Documentation does not constitute investment advice or recommendations by us. The Fund Documentation have not taken into account the specific objectives, financial situation or needs of any particular person who may receive it;
(h) we may rely upon valuations from the Fund Parties or other third parties for the purposes of reporting to You the value of any investments in the Fund and we shall have no duty to verify the accuracy of such valuations;
(i) representations and warranties made by us in relation to You (if any, relying on information provided by You) to the Fund Parties are true, accurate and not misleading and are given as if the same are given by You to the Fund Parties directly, and You shall not do any act which may as a consequence cause a breach of such representations or warranties. You will inform us promptly if any such representations or warranties shall become untrue, inaccurate or misleading in any way;
(j) You will meet any capital calls of the Fund as and when required. If there are insufficient funds in the Account for such purpose to meet capital calls of the Fund by the required deadline, You agree that we may take such action as we consider necessary. We shall not be liable for any losses or costs suffered or incurred by You as a result of us taking such action. You shall indemnify us and hold us harmless from any and all losses, damages and liabilities whatsoever arising, and all costs and expenses (including legal fees and costs on a full indemnity basis and other expenses reasonably incurred) which are of reasonable amounts and are reasonably incurred by us, directly or indirectly from us, arising from or in connection with meeting capital calls of the Fund;
(k) in respect of Funds which are alternative investments:
(i) You are a Professional Investor; and
(ii) depending on the specific Fund's eligibility requirement, You are either:
(A) (i) an “accredited investor” as defined in Rule 5O1(a) of Regulation D promulgated under the United States Securities Act of 1933, as amended (the "Securities Act") (an "Accredited Investor"), or (ii) an accredited investor and a "qualified purchaser" as defined under the Investment Company Act of 1940, as amended; or
(B) not a "U.S. Person" and to be offered interests in such Fund outside the United States and otherwise in accordance with Regulation S.
5.12 To the maximum extent permitted by and not inconsistent with any Applicable Laws, You agree, acknowledge and consent that we may redeem, sell, transfer or dispose or otherwise deal with Your Fund Investments at any time and price and in any way, and pay the monies and proceeds to You in any manner, as we consider appropriate in the circumstances or as requested by the Fund Parties. In this case, we have no duty to redeem, sell, transfer or dispose of the Fund Investments at a particular time or price or in a particular way and shall not be liable for any loss which You may suffer as a result, unless such loss is directly caused by our negligence, wilful default or fraud.
6. Settlement and payments
6.1 We shall, subject to the provisions of the Agreement, hold in Your Account all cash received from or for Your Account for the purposes of acquiring Fund Investments, and from the disposal or redemption of such Fund Investments, and all income, dividends and other payments received in respect of the Fund Investments held pursuant to the Agreement on Your behalf. We may make other payments from the Account in accordance with Your Instructions, subject to Applicable Laws and our policies relating to anti-money laundering and counterterrorism financing.
6.2 We shall make arrangements for the collection and receipt of all income, dividends and other payments received with respect to the Fund Investments held pursuant to the Agreement. If the Account is in a different currency, we are hereby authorised to convert such income, dividends and other payments so received into the same currency of the Account or such other cash account(s) (as the case may be) in which case the conversion to that different currency of the Account or such other cash account(s) (as the case may be) shall be made at the rate which we determine to be prevailing in the relevant foreign exchange market at the relevant time, and such determination shall be conclusive and binding on You. Such currency conversion transactions may be aggregated and will be carried out by us or a CIM Group Member on an arm's length basis from which a benefit may be derived by us or the CIM Group Member. For the avoidance of doubt, any such currency conversion undertaken by us is ancillary to our principal business and the Services provided to You.
6.3 We shall make payments from the Account without further Instructions from You, and You hereby authorise us to make any such payments (i) in connection with Your purchase or subscription, switching or exchange, transfer, disposal or redemption of Fund Investments held on Your behalf, and (ii) for the payment by You, whether to us or otherwise, of all Taxes, fees, disbursements, charges and expenses properly payable by You pursuant to the Agreement or in respect of the acquisition, holding or disposal of Fund Investments. Any other payment method(s) may be accepted or determined by us from time to time. No physical cash or third party payments will be accepted, unless otherwise agreed by us. You further agree that You are responsible for ensuring Your Account is appropriately funded via Your Designated Bank Account for the purpose of effecting any purchases of Fund Investments on Your Instructions and/or for paying any fees, costs or other expenses which You are liable to pay under the Agreement, unless otherwise agreed by us. We may decline to place a purchase instruction on Your behalf with any Fund if at any time there is in our reasonable opinion (having regard to other payments debited or due to be debited) insufficient funds in the Account for these purposes. You further agree that should we incur a loss as a result of any late payment, we may charge interest on any overdue monies on a daily basis until payment is received in full, at such rate as we deem appropriate. Regardless of whether interest is charged, we have the right to cancel any subscription order in which case we shall be entitled to claim from You the amount (if any) by which the original subscription price (taking into account any accrued interest) exceeds the redemption price prevailing on the day of cancellation. In addition we reserve our rights to claim any loss arising directly or indirectly from the failure to receive cleared funds from You within the specified period or at all.
7. Client assets
7.1 You hereby agree and authorise us to register and hold the Fund Investments in Your Account (and/or any Fund Investments which You have transferred into Your Account) in our name, as nominee for and on Your behalf, and You understand that no certificates will be issued to You in relation to Your Fund Investments. You further agree and authorise us to deal with all such Fund Investments and to exercise the rights and interests thereto subject to the Agreement and/or such other terms and conditions as we may prescribe from time to time. We will not be the beneficiary of any of Your Fund Investments.
7.2 We shall record and hold in a separate account in our books all Fund Investments received and held by us from time to time for Your Account and shall arrange for all Fund Investments to be held in safe custody in such manner as we may in our sole and absolute discretion determine.
7.3 You agree that we are entitled to pool the Fund Investments held for You and other fund investments held for other customers, such that they may not be separately identifiable, by means of separate certificates or other physical documents or equivalent, as belonging to or attributing to You or Your Account.
7.4 Dividends or distributions of the Fund will be disbursed according to the distribution policy stipulated in the Fund Documentation. You agree that we are entitled to receive and collect interests, dividends or other payments or distributions of income in respect of the Fund Investments and hold them for Your Account. In respect of any dividends or distributions from the Fund Investments which we receive on Your behalf, unless otherwise instructed by You, cash dividends will be credited into the Account, or be handled in such other manner as we determine. All dividends and distributions paid to You shall be net of any applicable Taxes, fees, charges and expenses incurred by us. We have no duty to ascertain and shall not be responsible for the adequacy of the dividends or distributions.
7.5 Subject to the requirements of Applicable Laws, we shall have no duty or obligation to attend any meeting or exercise rights or perform actions which may be exercisable in relation to the Fund Investments subscribed/acquired or received/held for You, including without limitation the right to vote, tender, exchange, endorse, transfer, or deliver any Fund Investments in the Account to participate in or consent to any class action, distribution, plan of reorganisation, merger, combination, consolidation, liquidation or underwriting. We shall be entitled to, but not obligated to, participate in or take any action concerning any discretionary matter, including exercising the voting rights or other elective rights of the Fund Investments. Under such circumstance, You agree that we may be exempted from any duty and obligation in respect of notification and delivery of any proxy or other document issued to You, unless otherwise provided in Applicable Laws. You undertake to pay any fees or charges and compensate us for all reasonably incurred claims, losses and damages howsoever arising.
7.6 You acknowledge it may be difficult, impracticable or impermissible for us to exercise any rights or entitlements or to participate in any actions, transactions or other matters in respect of the Fund Investments under Applicable Laws or in other circumstances as we determine. We are entitled in our sole and absolute discretion to refuse to accept Your Instruction in relation to the above matters. Even if we make any such collection or receipt, take any such action or give You any such notification or take any action pursuant to any such notification hereunder, to the maximum extent permitted by and not inconsistent with any Applicable Laws, we shall not have any liability in respect of any inaccuracies or delays nor any obligation to continue or repeat any such action.
7.7 You agree that we are entitled to, to the extent we have actual notice of the relevant event, present for payment Fund Investments which are called, redeemed or otherwise become payable and all income held pursuant to these Terms and Conditions for Your Account which call for payment upon presentation, and hold for Your Account such monies received as and when actually received by us.
7.8 You agree that we are entitled to exchange interim or temporary receipts for definite certificates in respect of any Fund Investments.
7.9 Subject to the requirements of Applicable Laws, we may deposit any money received or held for You into one or more segregated account(s) (which is(are) designated as trust account(s) or client account(s)) established and maintained at one or more financial institution(s) or any other person permissible under Applicable Laws. You agree that we are entitled to retain the interests accrued on any client money held or received in Your Account and we are not liable to pay any interests to You on such client money.
7.10 Notwithstanding any other provisions in these Terms and Conditions, if we consider that it is necessary to take actions in order to protect Your interests without Instructions, we may but are not obliged to take such actions and may deal with any money, Fund Investments or other Assets held for You and exercise other rights in respect thereof.
7.11 Without limiting any of our rights under the Agreement, You agree that we may dispose or initiate a disposal of any of Your securities (including any Fund Investments) in the Account in settlement of any liability owed by or on Your behalf to us, or any third person.
8. Security measures
8.1 Using the Platform is not risk free or entirely secure or reliable. It is not guaranteed that the Platform is secure or free from error, virus, malware, interception, hacking, 'man-in-the-middle' attacks or other third party attacks. Whilst we will undertake reasonable efforts in relation to the system controls, reliability, security and capacity of the Platform, You understand and accept the risks in accessing the Account and such Services as may be made available to You on the Platform. To the maximum extent permitted by and not inconsistent with any Applicable Laws, we do not accept any liability or responsibility for any loss which You may incur or suffer as a result of the risks mentioned above, including:
(a) incompleteness, unavailability, failure, interruption, suspension or delay in accessing the Account and such Services as may be made available to You on the Platform; and
(b) the possibility of viruses or damaging or disabling codes being transmitted through the Platform, the use of the Services as may be made available to You on the Platform or the access of the Account.
8.2 You will be issued with a PIN, One Time Password and other Security Mechanisms for use of the Platform through the Mobile App and/or the Website or in such other manner as we may agree, and which must be kept secure and confidential at all times. You acknowledge and accept that any person who gains access to or acquires knowledge of Your One Time Password and other Security Mechanisms will also be able to access Your Account and the Services as may be made available to You on the Platform and give Instructions to us in respect of Your Account You accept full responsibility for keeping the One Time Password and all other Security Mechanisms secure and confidential, and You will be responsible and liable for any accidental, intentional or unintentional use or disclosure of any One Time Password or other Security Mechanisms.
8.3 When using the Platform, You are required to take all reasonable security measures and precautions, including complying with any security-related policies, guidelines and procedures made available by us to You from time to time, including on the Platform through the Mobile App and/or the Website. We recommend that You regularly check for updates to any such policies, guidelines and procedures. In addition, You must not access Your Account on a Device which:
(a) has been infected with malware or viruses;
(b) is at higher risk of being infected with malware or viruses (for example, through tampering); or
(c) has been modified outside the Device or vendor supported or warranted configurations. This includes Devices that have been "jail broken" or "rooted". A jail broken or rooted Device means one that has been freed from the limitations imposed on it by Your mobile service provider or the Device manufacturer without their approval. The use of Services as may be made available to You on a jail broken or rooted Device may compromise security and lead to fraudulent transactions.
Your use of our Services as may be made available to You on the Platform using any such Device is entirely at Your own risk and we will not be responsible or liable for any losses or any other consequences suffered or incurred by You as a result.
8.4 When using the Platform, You acknowledge and agree that:
(a) only persons authorised by You can access the Platform;
(b) You shall be responsible for the confidentiality and use of Your PIN, One Time Password and other Security Mechanisms;
(c) we reserve the right to terminate Your access to the Platform or any Services as may be provided on the Platform in our sole and absolute discretion, without notice and for any reason whatever, including the unauthorised use of Your One Time Password and/or Security Mechanisms, breach of the Agreement, breach of any Applicable Laws and regulations or otherwise;
(d) You shall log off from the Platform immediately following the completion of each session;
(e) we do not expressly or impliedly warrant the result of the use of the Platform, or that any or all failures, defects, or errors will be corrected, or that the Platform and/or the Services as may be available to You on the Platform will meet Your requirements;
(f) no condition, warranty or representation of any kind is or has been given by or on behalf of us in respect of the merchantability, quality, accuracy, completeness, reliability, performance or fitness for a particular purpose, title, non-infringement, timeliness, currency, absences of viruses or damaging or disabling code for the use of the Platform, the Services as may be made available to You on the Platform or any part of them, and accordingly You confirm that You have not, in determining whether to use the Services as may be made available to You on the Platform, relied on any condition, warranty or representation by us or any person on our behalf, express or implied, whether arising by law or otherwise in relation to the Platform, the Services as may be made available to You on the Platform or any part of them; and
(g) in case of emergency, we may (in our sole and absolute discretion and without any liability on our part) halt, suspend, or terminate the Services as may be made available to You on the Platform and/or the Platform and we will notify You of any such actions as soon as practicable afterwards.
8.5 You must contact us immediately through the Platform or by contacting our Customer Service by email at clientsupport@chubbinvestment.com or through the Website if You suspect or become aware that the security and/or confidentiality of any of Your One Time Password or other Security Mechanisms or any Device through which You access the Account or the Services as may be made available to You on the Platform has been compromised (including if any Device has been lost or stolen) or an unauthorised person has accessed it. In such circumstances, you should also change your PIN immediately. To the maximum extent permitted by and not inconsistent with any Applicable Laws, You are liable for any unauthorised Instructions and Transactions that occur on Your Account (including any Instructions or Transactions which we are unable to stop from executing or processing) as a result of any lost, stolen or misused One Time Password or other Security Mechanisms, Device or otherwise made using compromised One Time Password or other Security Mechanisms and for all losses that You may suffer or incur in connection therewith until such time as we actually receive Your notification under this Clause and we have deactivated or revoked the use of such compromised One Time Password or other Security Mechanisms or Device. It is Your own responsibility to verify whether any Instructions or Transactions which have not been processed as a result of a notification under this Clause are in fact validly duly authorised, and to submit new Instructions where necessary.
8.6 You authorise us to use, and agree to be subject to, authentication technologies in connection with access to the Account and the Services as may be made available to You on the Platform. We may at any time restrict or block access to, and the use of, the Account and the Services as may be made available to You on the Platform if You have not been authenticated satisfactorily by the Security Mechanisms on consecutive occasions. Such access may only be reinstated by a written request from You to us. We may also deactivate or revoke the use of any Security Mechanisms at any time (including following receipt of a notification under Clause 8.5) without providing any reason and without prior notice to You.
8.7 If You act fraudulently or with negligence (including by failing to take necessary precautions and security measures including those under Clause 8 or if You fail to or delay giving us a notification under Clause 8.5), You will be responsible and liable for all Instructions given or losses suffered or incurred by You.
8.8 You accept that use of our Services as may be made available to You on the Platform is dependent on various complex and rapidly advancing technologies (including the internet and other communication mediums) and though we are continually developing the Services as may be made available to You on the Platform:
(a) they may not meet all of Your requirements or expectations;
(b) their features or functionality may from time to time be amended, varied, suspended or terminated at any time, without prior notice to You, and may depend on the particular specifications and/or configuration of Your Device;
(c) we may from time to time impose additional conditions for use of the Services as may be made available to You on the Platform through different types of Devices; and
(d) service operations may be subject to interruptions and/or require amendments or improvements from time to time, and accordingly, we reserve the right to, at any time and from time to time without giving notice or reason, to vary, change, update, restrict, suspend, withdraw or terminate the availability of any Services as may be made available to You on the Platform or change the operating hours.
8.9 You acknowledge and agree that the internet is a public network and is not a completely secure means of communication. While we will take all reasonably practicable steps to protect Your information and data, we shall not be liable or responsible for any unauthorised disclosure of such information or data or for any losses that You may suffer or incur in connection therewith.
8.10 You agree and acknowledge that the availability and proper functioning of Services as may be made available to You on the Platform depends on many variable circumstances, including location, mobile network and internet availability, signal strength, and proper functioning of hardware, software, Your mobile network operator and Device.
8.11 You must not do anything in relation to the Mobile App that could threaten the integrity and security of the Mobile App or any related system, program or arrangement. You must not seek to introduce any virus or other malware to any Mobile App related system and if You become aware Your Device has or may be infected with a virus or malware, You must not use the Mobile App on Your Device until the virus or malware has been completely removed and Your Device is secure.
8.12 You are required to maintain (at Your own cost) a suitable Device and a connection to the internet in order to access our Services as may be made available to You on the Platform. We are not responsible for providing any material or equipment (including any Device) required for the use of the Services as may be made available to You on the Platform, nor shall we be responsible for ensuring the proper installation or functionality of any such material or equipment. We assume no responsibility or liability to You arising in connection with the downloading or use of software by You in connection with the Services as may be made available to You on the Platform.
8.13 You agree and acknowledge that delivery of a One Time Password by SMS to You may be affected by Your connection to Your mobile network, including delays or delivery failures (such as if You are overseas or outside of the relevant service network), and we will not be responsible or liable for any losses or any other consequences suffered or incurred by You in connection therewith.
9. Fees, charges and rebates
9.1 We may charge You fees and charges in accordance with the type of Services provided to You, and as further set out in the Service Charges. In addition, You will pay us, CIM Group Members and/or third parties any fees, charges and expense incurred on Your behalf in connection with any dealing in Your Account as specified in the Agreement. You hereby authorise us to debit all such interest, fees, charges, costs and expense from Your Account.
9.2 The Service Charges (if any) will be made available to You when an Account is opened. We will notify You of our latest Service Charges from time to time.
9.3 If any Tax, fee (including regulatory fees), stamp duty, charge or other cost is payable under Applicable Laws, or any amount which is required to be withheld or deducted to comply with Applicable Laws from any payment payable by or to You, or to or from Your Account, we shall be entitled to withhold or deduct such amounts from Your Account.
10. Conflicts of interest
10.1 You consent that CIM and/or CIM Group Members may have interests which conflict with Your interests and also we may owe duties to other customers whose interests may conflict with Yours. You understand that conflicts may arise in situations including the below:
(a) CIM and/or CIM Group Members may have a holding or dealing or may otherwise be trading or dealing in the Funds or assets of any kind which are derived from or otherwise directly or indirectly related to such Funds;
(b) CIM and/or CIM Group Members may enter into Transactions with You on its own account as principal or on account of a CIM Group Member, or otherwise deal or arrange Transactions through a CIM Group Member;
(c) CIM and/or CIM Group Members may have received or may be receiving rebates, payments, commission, fee, incentive, discount, or other advantages or benefits of any nature, whether monetary or non-monetary, arising out of or in connection with the Services, including such amounts from the Fund Parties, and are entitled to accept and retain all such amounts for their own account and for their own benefit; and
(d) CIM and/or CIM Group Members or any of their affiliates may have been or may be a Fund Party.
You agree that this Clause 10.1 contains only examples of conflict situations and is not meant to be an exhaustive list of all situations whereby conflict may arise.
10.2 You agree that unless required under Applicable Laws, we are allowed to do the following without prior consent from or notice to You:
(a) combine the Instructions with CIM's and/or any CIM Group Members' own orders or orders of other customers;
(b) have a relationship with companies or other entities who may have actual or potential conflict of interest with You; and
(c) provide Services to You or advise on or execute Transactions where CIM and/or CIM Group Members may have an interest, relationship or arrangement that is material.
10.3 Subject to Applicable Laws, CIM and CIM Group Members shall not be liable to account to You for or to disclose to You any profit, commission or remuneration made or received (whether from any customer or by reason of any material interest or otherwise) by CIM or any CIM Group Member.
10.4 CIM and/or CIM Group Members may receive fees, commissions, or other monetary benefits from other parties (which may include the Fund Parties) in relation to CIM's distribution of Funds issued by third parties.
10.5 CIM and/or CIM Group Members may receive non-monetary benefits in the nature of research and advisory services, market analysis, portfolio analysis, training, seminars, etc. from other parties (which may include the Fund Parties) in relation to CIM's distribution of Funds issued by third parties.
10.6 Unless we explicitly inform You otherwise, we act as an agent.
10.7 We may be affiliates with the Fund Parties in respect of Funds that are made available under our Services.
10.8 You acknowledge and understand that we are not an independent intermediary because (i) we receive fees, commissions or other monetary benefits from other parties in relation to the Funds. For details, You should refer to the disclosure on monetary benefits which we are required to deliver to You prior to or at the point of entering into any Transaction in a Fund; and/or (ii) we receive non-monetary benefits from other parties, or have close links or other legal or economic relationships with the Fund Parties in respect of Funds that we may distribute to You.
10.9 We may offer discount of fees and charges, if any, in relation to a Transaction from time to time, on a case by case basis, and in our sole and absolute discretion by taking into consideration a number of different factors, including but not limited to transaction size, costs, etc.
11. Statements
11.1 We will issue to You Statements monthly or at such other intervals as we may determine. You consent that all Statements as may be made available to You will be in electronic or such other form as we may determine, and will be made available to You on the Platform or in such other means as we may determine, and if made available to You on the Platform, we will maintain the Statements on the Platform for Your access or use for such period in accordance with Applicable Laws and as we may consider appropriate from time to time. You understand that such consent is revocable and if You wish to receive Your Statements and other documents by other means, please give us two-month advance notice by email at ClientSupport@chubbinvestment.com or through the Platform. We may decide not to issue any Statements for any Account, where we are not required to do so by Applicable Laws, or where it is our policy not to do so. Unless we otherwise agree or as required by Applicable Laws, we will not send paper printouts of any Statement to You.
11.2 In relation to the access to the Statements through the Platform via electronic means (including those required under the Contract Notes Rules), You acknowledge that You understand and accept the following arrangements:
(a) appropriate hardware and software, internet access and a specific email address, mobile phone number or other electronic address provided by You for receiving email, SMS or other electronic notifications from us are required, and it is Your responsibility to ensure the same meet the minimum hardware and software requirements for accessing the Statements. You acknowledge that any failure by You to meet these minimum requirements may result in Your inability to access the Statements;
(b) internet, email, SMS and other electronic information services may be subject to certain IT risks and disruption, and risks mentioned in these Terms and Conditions and the Risk Disclosure Statements. You confirm that You have assessed and analysed and therefore understand, acknowledge and accept the possible risks involved in the issuance of and access to the Statements, including the Statements being intercepted, monitored, amended, tampered with or being sent or disclosed to other parties without Your authorisation;
(c) You may be required to pay a reasonable charge for (i) obtaining a copy of any Statement or document that is no longer available for access and downloading through our Website; (ii) requesting us to provide any Statements and documents to You through additional means. You agree to bear, and authorise us to debit from Your Account such fees, charges or expenses which may be imposed by us for and in connection with such purposes; and
(d) You should inform us as soon as practicable upon a change in Your Contact Details and Address in order to avoid missing any notifications in relation to Your Statements and documents.
11.3 You understand and accept that a notice sent by email (and any other means as we may specify) will be the only notice issued by us to inform You that the Statements have been posted and are available through the Website. In this regard:
(a) You agree that all such notice sent by us by email to Your Contact Details shall be deemed duly issued, served and received by You. You will be considered as having received a Statement on the day we notify You that such Statement has been made available to You on the Platform; and
(b) You further agree that the Statements posted on the Platform shall be deemed duly provided to You. You understand and agree that You are responsible for checking and should check Your emails regularly for the notices. We will not assume any liability or responsibility for any delay of notification or nonnotification, or inability on Your part to receive such notification (whether or not due to Your failure to provide a valid email address). You must notify us immediately (via such means and in such form and manner as shall be acceptable to us) should You fail to receive, or if there is any delay in or other irregularities or problems relating to the receipt of the notification or in connection with the Statements.
11.4 You should save an electronic copy of the Statement or print a hard copy for future reference.
11.5 You should promptly examine and check each Statement carefully to ensure that it is accurate and correct and to check if there is any error, omission, discrepancy, irregularity in the Transactions or other unauthorised transactions shown in each Statement. You must notify us of any error, omission, discrepancy, irregularity or other unauthorised transaction in any Statement within fourteen (14) Business Days after the date the Statement is made available to You. If we do not receive any such notice from You within the specified period, the Statement will be deemed to be correct, conclusive and binding on You, and You will be considered to have waived any right to raise any objection or pursue any remedies against us in relation to that Statement or unauthorised transactions, save where there is forgery, fraud, negligence or wilful default on the part of us or any CIM Group Members, CIM Employees or agents.
11.6 You will be solely responsible for ensuring that Your Device is capable of receiving, accessing, viewing, printing and downloading Statements on the Platform through the Mobile App and/or the Website (including any notifications issued by us in relation to such Statements).
11.7 You agree that any records, certificate or determination issued or maintained by us (whether in paper form or computer generated or in any other form) in relation to any Instructions, Transactions, Statement or otherwise relating to Your Account and/or Your use of the Service will be kept for a period of time as we determine, and are, in the absence of manifest error, final and conclusive evidence of the matters to which it relates, including in respect of any amount owed by You to us and will be binding on You for all purposes whatsoever. You agree that all such records, certificate or determination are admissible in evidence and that You will not challenge or dispute the admissibility, reliability, accuracy or the authenticity of the contents of such records, certificate or determination merely on the basis that they were incorporated and/or set out in electronic form or were produced by or were the output of a computer system, and You hereby waive any rights You may have to so object.
11.8 Notwithstanding any other provisions of the Agreement, where You are a Professional Investor, You agree that we are not required to provide to You any contract notes, statements of account or receipts (as the case may be) in accordance with the Contract Notes Rules.
12. Set-off, charge, lien and right of sale
12.1 To the maximum extent permitted by and not inconsistent with any Applicable Laws, for so long as You owe monies or obligations (of any nature and however arising) to us or any CIM Group Member, You may not withdraw Your Assets from Your Account without our consent. To the maximum extent permitted by and not inconsistent with any Applicable Laws, we may at any time withhold any Assets pending full settlement of all such monies or obligations owed by You to us or any CIM Group Member.
12.2 All Your Assets and other property from time to time in our possession or control shall be subject to a continuing first fixed charge and general lien for the discharge of all obligations due from You to us or any CIM Group Member. We have the power to sell any Assets in or towards settlement of Your obligations to us or any CIM Group Member. To the maximum extent permitted by and not inconsistent with any Applicable Laws and without prejudice to any other powers, authorities, rights and remedies we may have under the Agreement, we may retain, withhold, set-off from any Assets against and in whole or partial payment of any sum or liability owed by You to us or any CIM Group Member. You authorise us as Your agent to take such actions and at such times as we may in our sole and absolute discretion deem necessary for us to be able to do any of the foregoing.
12.3 Our rights under these Terms and Conditions which are in addition to any other rights we have at law or under any other agreement and shall not prejudice any other rights or security that we may have, will not be affected, limited or reduced by Your death, bankruptcy or legal incapacity.
13. Compliance
13.1 You shall not instruct us, and we shall not be obliged to act upon Your Instructions to do anything which is a breach of, would be or is likely to be in breach of Applicable Laws, including all Applicable Laws relating to antimoney laundering, counter-terrorism financing, anti-bribery, anti-corruption, Tax, economic or trade sanctions.
13.2 In providing a Service to You, we may take (or choose not to take) any action as we may in our sole and absolute discretion consider necessary or desirable to permit us to perform our duties and exercise our rights and discretion under the Agreement and to comply with Applicable Laws, and requirements of any Regulatory Authority or other organisation which regulates the conduct of our business. We may demand that You shall take or refrain from taking any such action to ensure compliance with Applicable Laws and requirements of any Regulatory Authority. You shall do all things required by us to comply with, procure or ensure such compliance. To the maximum extent permitted by and not inconsistent with any Applicable Laws, we do not accept any liability or responsibility for any loss which You or any third party may suffer or incur in connection therewith.
13.3 You represent, warrant and confirm that You are not the subject of any sanctions administered or enforced by the United Nations Security Council, the European Union, the U.S. Department of the Treasury's Office of Foreign Assets Control, the U.S. Department of State, Her Majesty's Treasury, the SFC or any other relevant sanctions authorities. You further represent, warrant and confirm that You are not located or resident in a country or territory that is, or whose government is, the subject of such sanctions. You agree to comply with all Applicable Laws relating to anti-money laundering, counter-terrorism financing, anti-bribery, anti-corruption, Tax, economic or trade sanctions and acknowledge that if You or any other person or entity in connection with any Instructions or Transactions becomes a sanctioned person or entity or appears in our sanctions filters, we may block the Instructions or Transactions causing them to be delayed or cancelled and we may also not be able to continue to offer any further Services to You.
13.4 You are responsible for all Taxes and related affairs on Your Account, as well as any Taxes incurred in connection with the operation of your Account, Transactions, Services or any Instructions. We may require You to provide us information to help us ascertain Your Tax status, which must be complete, accurate and up-to-date. If information relating to You changes, if You withhold information from us or if You give us incorrect or misleading information relating to You, You may be subject to charges or penalties or liable for an increased amount in Taxes, or we may be required to withhold a higher amount of Tax from You. If any Applicable Laws require us to report a Tax on Your Account, we will do so. If any amount payable by you to us is required by law to be deducted or withheld (including for any Tax purposes), the amount payable to us shall be increased so that the net amount actually received by us will equal the full amount we would have received had no such withholding or deduction been required.
13.5 Nothing in these Terms and Conditions shall remove, exclude or restrict any obligation or liability that are applicable to us in relation to the provision of Services to You under the SFO, its subsidiary legislations, the Code of Conduct, and Applicable Laws, to the extent that we are precluded thereunder or pursuant thereto from removing, excluding or restricting such obligation or liability.
14. Complaints
14.1 If You have a complaint, You can contact us by email at client.feedback@chubbinvestment.com or through the Website. We will deal with complaints in accordance with our complaint handling procedure. If You are dissatisfied with our handling of Your complaints, You may, if appropriate, refer the matter to the Financial Dispute Resolution Centre.
14.2 In respect of an eligible dispute (as defined in the Terms of Reference for the Financial Dispute Resolution Centre in relation to the Financial Dispute Resolution Scheme) arising between us and You in connection with the Account, Services or Transactions, we are required to enter into a Financial Dispute Resolution Scheme process with You; however any dispute over the contractual terms of a Fund should be resolved directly between the relevant Fund issuer(s) and You.
15. Communications
15.1 All notices, demands or other communications required or permitted to be given under these Terms and Conditions ("Notices") shall be sent as follows:
(a) in the case of a Notice to You, on the Platform (whether through the Mobile App and/or the Website), by SMS and/or email to Your Contact Details, and/or by post to Your Address; and
(b) in the case of a Notice to us, by email to ClientSupport@chubbinvestment.com or such email address as we may specify from time to time.
15.2 You are deemed to receive the Notice sent by us upon the earlier of:
(a) the time the Notice is posted on the Platform (whether through the Mobile App and/or the Website);
(b) the time the Notice is sent by SMS and/or email to Your Contact Details; and
(c) two (2) Business Days following the sending of the Notice by us by post to Your Address (if applicable).
15.3 We are deemed to receive the Notice sent by You on the date upon which it is sent, unless it is sent after 5:00 pm on a Business Day or such cut-off time as we may specify from time to time in which case it will be deemed to have been received on the next following Business Day.
16. Termination and suspension
16.1 The Agreement shall continue and remain in force unless and until terminated:
(a) by either party giving to the other not less than thirty (30) Business Days' written notice to terminate;
(b) by either party having committed any material breach of its obligations under the Agreement or any Applicable Laws, and if such breach is capable of being made good, having failed to make good such breach within thirty (30) Business Days of receipt of written notice from the notifying party requiring it so to do;
(c) by either party having been made bankrupt or insolvent or having been liquidated or dissolved (except a voluntary liquidation or a voluntary dissolution for the purposes of reconstruction or amalgamation upon terms previously approved in writing by the notifying party) or otherwise being unable to pay its debts as they fall due under the Applicable Laws of any jurisdiction to which it may be subject or if a receiver is appointed over any of its assets;
(d) by us with immediate effect in any of the following circumstances:
(i) if the provision of the Services under the Agreement would be contrary to any Applicable Laws;
(ii) if all of Your Fund Investments in Your Account are validly and compulsorily redeemed pursuant to the terms of Your investment in the relevant Funds;
(iii) we are of the opinion or have reason to suspect that an Account or Service is being operated in an irregular or improper manner or is being used for criminal, fraudulent or other unlawful activities, or You are acting fraudulently or dishonestly;
(iv) any event occurs or circumstance arises which we reasonably believe might have a material adverse effect on Your ability to perform or comply with Your obligations under the Agreement;
(v) any event occurs or circumstance arises which, in our sole opinion, might jeopardise or has a material adverse effect on the validity or enforceability of, or any of our rights or remedies, under the Agreement or which may result in the breach of any Applicable Laws;
(vi) any representation or warranty made by You under the Agreement, through the Platform or for the Services is incomplete, untrue, incorrect or misleading in any material respect;
(vii) we are of the opinion or have reason to suspect that You are not the true owner of the Account or Assets under the Account or otherwise do not have the authority to operate any Account or Service, or the person logged into Your Account on the Platform is not You;
(viii) by Your death, imprisonment, or in our reasonable determination, incapacity in law of managing Your affairs (whether by reason of mental incapacity or for any other reason whatsoever);
(ix) You are convicted of a crime;
(x) we believe the security or quality of the Platform, the Website and/or the Mobile App or any other related Service or network is threatened;
(xi) in respect of Your Account which is a Dormant Account, when there is no credit balance in such Account;
(xii) we are required by Applicable Laws or any Regulatory Authority to do so;
(xiii) we become aware or suspect that Your user identification, PIN, passwords or other security credentials assigned to You and required to access and use the Platform has been stolen, lost, damaged or compromised;
(xiv) You opened an Account under false or fraudulent pretenses;
(xv) You are, in our opinion, the subject of any adverse publicity or involved in any litigation that we reasonably believe would be detrimental to our interests;
(e) by us with immediate effect where we become aware or have reason to believe that You are or have become a U.S. Person; or
(f) by us with immediate effect where we become aware or have reason to believe that You are domiciled, located or resident in a member state of the EEA or in the U.K.
16.2 Upon termination of the Agreement, we shall be entitled, but are not obliged, without prior notice to You and without prejudice to our other rights and remedies under the Agreement or otherwise and without releasing You from any liability, to the maximum extent permitted by and not inconsistent with any Applicable Laws, to take all or any of the following actions:
(a) immediately close Your Account;
(b) cancel any or all non-executed Instructions or any other commitments made on Your behalf;
(c) dispose of or cause any or all Fund Investments, Assets or property held by us for or on Your behalf to be redeemed, and to apply the proceeds thereof and any cash deposit(s) to settle all outstanding balances owed to us (and any amount You owe to us under the Agreement shall immediately become due and payable) including all costs, charges, legal fees, expenses, stamp duties and commissions properly incurred by us in transferring or selling all or any of Your Fund Investments, Assets or property in the Account or in perfecting title thereto. We shall have no duty to redeem, sell, transfer or dispose of the Assets at a particular time or price or in a particular way and shall not be liable for any loss which You may suffer as a result, unless such loss is directly caused by our fraud, negligence or wilful default; and
(d) cause any Fund Investments not yet redeemed and held by us for Your Account to be transferred by us on the effective date of termination of the Agreement, or if that day is not a dealing day or is after the latest time for dealing as specified by us, on the next dealing day directly into Your name or any other person acceptable to the Fund Parties and who meets the eligibility requirements under the Fund Documentation and has sufficient financial resources to fulfil any outstanding capital commitment. You should take all such action as required by us to assist in this process.
16.3 Without prejudice to our rights under Clause 16.2, upon termination of the Agreement, You agree at our request to transfer, dispose or sell all Your existing Fund Investments without delay.
16.4 If no Transaction has been effected on an Account for a certain period of time as determined by us, we may classify such Account as a Dormant Account ("Dormant Account") and we may impose a charge on such Dormant Account. We will give You at least thirty (30) Business Days' prior notice before charging any Dormant Account fee which accrues for the first time. In such notice, we will advise how You can avoid such a fee. If no further action is taken by You following our notice, we may, without further notice, debit such fees (and any further Dormant Account fees accruing on such Account) from the Account until there is no credit balance in such Account, at which point we may then close the Account.
16.5 Without limiting or reducing our rights under the other provisions of this Clause 16 or any other provisions of the Agreement, we may also freeze or suspend any Account or Service at any time and for any reason, unless prohibited by Applicable Laws. Unless prohibited by Applicable Laws, we will notify You as soon as practicable if we do so, and we may (but we will not be obliged to) give You reasons for doing so.
16.6 Any termination of the Agreement, or termination, closure, freezing or suspension of any Account and/or Service:
(a) is without prejudice to any other provisions of the Agreement;
(b) shall not affect any accrued rights and liabilities of any of the parties to the Agreement, existing commitments or obligations or any contractual provision intended to survive termination;
(c) shall not affect any warranties, representations, undertakings and indemnities given by You under the Agreement;
(d) shall not affect any existing Transaction (which shall continue to be governed by the Agreement), although we may decide to either close out or complete such Transaction; and
(e) shall not affect the rights or liabilities of either party arising out of or in connection with any open contracts at the time of such termination whatsoever or howsoever in accordance with the terms of the Agreement until all such contracts have been closed out or settlement and/or delivery has been effected and all such liabilities have been fully discharged.
17. Exclusion of liability
17.1 To the maximum extent permitted by and not inconsistent with any Applicable Laws:
(a) we, CIM Group Members, CIM Employees, our agents, affiliates or third parties employed or used by us shall not be responsible for or liable to You for any loss or damage which may be suffered or incurred by You in any way in relation to any Services provided pursuant to the Agreement, or Transaction contemplated under the Agreement, howsoever caused, except for any such loss or damage which is due to our fraud, negligence or wilful default. In such event, our liability in connection with any Transaction or Service, shall not exceed the market value of such Transaction or Service at the time of fraud, negligence or wilful default;
(b) in no event will we, CIM Group Members, CIM Employees, our agents, affiliates or third parties employed or used by us be responsible for or liable to You for any loss of profit or any special, indirect, incidental, consequential or punitive loss or damage (whether or not they were foreseeable or likely to occur); and
(c) we shall not be liable for any losses incurred by You as a result of any action taken by or omission on our part in good faith. We shall not, in the absence of fraud, negligence or wilful default be liable to You for any act or omission in the course of or in connection with the Services rendered by us under the Agreement or for any losses which You may suffer or sustain as a result of, in connection with or in the course of discharge by us of our duties hereunder.
18. Your indemnity
18.1 To the maximum extent permitted by and not inconsistent with any Applicable Laws, You agree to indemnify on a full indemnity basis, to compensate and to hold us, all Indemnified Persons and third parties employed or used by us in connection with the Services harmless from and against any and all losses, liabilities, claims, demands, damages, costs, charges and expenses of any kind (including legal fees and costs on a full indemnity basis and other expenses reasonably incurred), and reimburse on demand, against all such losses, liabilities, claims, demands, damages, costs, charges and expenses which we, Indemnified Persons or third parties employed or used by us in connection with the Services may suffer or incur arising from or in connection with the operation of the Account, Transactions, Services, or any Instructions, whether incurred directly or indirectly, including but not limited to any information provided or representation made to us which is false, misleading or inaccurate, unless they arise solely and directly from our fraud, negligence or wilful default.
19. Undertakings, representations and warranties
19.1 You undertake, represent and warrant to us, on the date You enter into the Agreement and on each date on which You open an Account, access the Services, give an Instruction or otherwise enter into a Transaction, that:
(a) You are the only person entitled to legally and beneficially own the Account and the Assets therein, and all Assets held under the Account are and will be free from any charge or other security interest, and no other person has any interest in the Account or the Assets therein. In relation to the Account and Services, You act as principal on Your Account, and not as agent, trustee or nominee for any other person, and we will not recognise any trust or third party arrangements in relation to the Account and You do not and will not hold any Fund Investments or Assets (or any part of them) on behalf of any other person;
(b) You have full capacity, power and authority to execute, deliver, exercise Your rights and perform and comply with Your obligations under the Agreement;
(c) You are not a U.S. Person and You will inform us promptly if there is change in such U.S. Person status;
(d) You are not domiciled, located or resident in a member state of the EEA or in the U.K. and You will inform us promptly if You become so;
(e) Your obligations under the Agreement are legal, valid and binding obligations, enforceable in accordance with its terms;
(f) You will not be in breach of any Applicable Laws, authorisation, document or agreement by entering into or complying with obligations or exercising rights under the Agreement;
(g) if You reside outside Hong Kong, or are a citizen or resident of a jurisdiction other than Hong Kong, or give Instructions from a jurisdiction outside Hong Kong, all Your Instructions are in compliance with all Applicable Laws of the relevant jurisdiction. You should seek legal and other professional advice in the relevant jurisdiction as You consider necessary and appropriate;
(h) no action, suit or proceedings at law or in equity (whether in Hong Kong or elsewhere) before any court, tribunal, arbitral or administrative body or government agency or Regulatory Authority that is likely to affect the legality, validity or enforceability against You of the Agreement or of Your ability to perform Your obligations under the Agreement is pending or, to Your knowledge, threatened;
(i) no legal or other proceedings have been initiated or threatened and no meeting has been convened for Your bankruptcy or for the appointment of a receiver or similar officer and no arrangement, composition with, or any assignment for the benefit of creditors have been made or proposed to be made against You;
(j) all Transactions effected by us pursuant to Your Instructions are legitimate and all monies and Assets applied to such Transactions are the result of bona fide activities;
(k) You have satisfied and will continue to satisfy Your Tax obligations under the Transactions;
(l) You shall immediately on demand supply to us such financial and other information relating to You as we may, in our sole and absolute discretion and without giving any reason thereof, require. Any information provided by or deemed to have been provided by You to facilitate the provision or maintenance of any Services or for the purposes of any Account is true, correct, accurate, complete, authentic and not misleading, and You agree that we may rely on that information unless and until we receive notice to the contrary. You agree to promptly notify us in writing if any such information You have provided to us has changed (such as Your full name, address, telephone or mobile number, email address, citizenship, residency (including Tax residency), passport or other identity document). We will not be responsible for any loss suffered or incurred by You as a result of Your failure to update us promptly and correctly of any change in any such information (including information needed for us to contact You);
(m) You have not withheld any information that might have caused us not to enter into the Agreement or provide any Account or Services;
(n) You will maintain, and, where necessary, obtain in the future at Your own cost, all consents, licenses, approvals required by You to perform and comply with Your obligations under the Agreement;
(o) You have read and understand the Risk Disclosure Statements;
(p) either You own Your Device or that the owner of Your Device has duly authorised You to use it to access Your Account through the Website and/or the Mobile App;
(q) Your Device is located in Hong Kong or in such other jurisdiction where You may lawfully access Your Account and use the Services as may be made available to You on the Platform;
(r) Your Device and any other computer system by which You access Your Account through the Platform (whether through the Mobile App and/or the Website) are free from any electronic or mechanical malfunctions, data failure or corruption, computer viruses, malware and bugs; and
(s) You shall comply with the supplemental Representations and Warranties in Appendix 4.
19.2 You acknowledge and agree that we will rely on the truthfulness, correctness and completeness of the above representations and warranties in assessing any application for, and the maintenance of, the Account and Services provided to You and in processing any Instructions. You must promptly notify us in writing whenever anything happens which would result in You not being able to make any of the above representations and warranties, and immediately cease using the Services.
19.3 Without prejudice to any other provisions of the Agreement, You hereby certify that You are the holder of all the Account(s) and are not holding the assets in your Account(s) for or on behalf of another person or entity as an agent, trustee or nominee. You undertake to promptly advise us if you become aware of any information or any change in circumstances which causes the information given and statements made in the Agreement by You to become incorrect (including the jurisdiction(s) in which you are a tax resident), and to provide us with a suitably updated self-certification form within thirty (30) days of any such change in circumstances. You also hereby declare that the information given and statements made in the Agreement are, to the best of Your knowledge and belief, true, correct and complete.
Warning: It is an offence under section 80(2E) of the Inland Revenue Ordinance if any person, in making a selfcertification, makes a statement that is misleading, false or incorrect in a material particular AND knows, or is reckless as to whether, the statement is misleading, false or incorrect in a material particular. A person who commits the offence is liable on conviction to a fine at level 3 (being HKD 10,000 at the time that these Terms and Conditions were last reviewed).
20. Authorisation, delegation and service provider
20.1 We may use our affiliates or any other person (including agents or third party contractors) to assist us in providing the Services to You. You agree and acknowledge that we may pay all such persons remuneration of any nature (whether fees, commissions, rebates or other payments) or share our fees with them, for the services provided by them to us. Payment of such remuneration by us does not affect the amount of fees and charges payable by You to us in connection with the Services.
20.2 Our powers under the Agreement may be delegated, outsourced or sub-contracted to such person to be carried out in the ordinary course of business (whether or not such person is located within or outside of Hong Kong). We will select such person with reasonable care. However, we will not be liable or responsible to You or anyone else for the acts or omissions of such person except for any losses that are reasonably foreseeable and a direct result of our fraud, negligence or wilful default. You hereby authorise us to provide information about You or Your Account to any person to whom we delegate, outsource or sub-contract our powers in relation to the provision of Services to You.
20.3 You agree to and irrevocably appoint us with full power and authority as Your attorney, to the maximum extent permitted by and not inconsistent with any Applicable Laws, to act for and on Your behalf for the purpose of carrying out the provisions of the Agreement and taking any action and executing any document or instrument in Your name or in our own name as Your attorney which You may deem necessary or desirable to accomplish the purposes of the Account and Services.
20.4 Our Services may allow You to visit or be directed to other third party websites. We are not responsible or liable for the content of these third party websites. We are not responsible for, nor do we endorse, any such website. We shall not be responsible or liable for any loss You incur or suffer in connection with Your use of or access to these websites.
21. Intellectual Property
21.1 You acknowledge that the Services and all associated software are proprietary to us and/or third party provider(s). You shall not, and shall not assist or permit any other person to, tamper with, modify, decompile, reverse engineer or otherwise alter in any way, and shall not attempt to gain unauthorised access to any part of it. You undertake to notify us immediately upon becoming aware of any person doing any of the above.
21.2 You will have a non-exclusive, non-transferable, temporary licence to use the Platform, the Mobile App and/or the Website only for the purpose of accessing the Services as may be made available on the Platform. The Platform, the Mobile App and the Website contain valuable information that belongs to us. You must not transfer, modify or tamper in any way with the Platform, the Mobile App or the Website. You must not use the Platform, the Mobile App or the Website except in connection with accessing the Services as may be made available on the Platform. You must not take copies, sell, assign, lease, sub-license or otherwise transfer them to any third party, and You must not try to decompile, reverse engineer, input or compile the Mobile App or the Website.
22. Further assurance
22.1 You shall, at our request, promptly execute and deliver such documents and perform such acts as we may request from time to time to allow us to provide the Services, operate the Account, process Your Instructions, execute the Transactions, or otherwise in connection with the implementation, execution and enforcement of any of the terms and any rights conferred by the Agreement. Failure to comply may result in suspension or termination of the Services.
22.2 We may, at Your cost and expense, do anything which You should have done under the Agreement but which You have either not done or, in our opinion, You have not done properly.
23. Amendments
23.1 We may amend the provisions of these Terms and Conditions by giving You a notice in writing (through the Platform, by email or other means as we determine). We may re-issue such provisions, in whole or in part, to You at any time in the event of a material change in the information provided herein. The amended provisions will become effective from the date of re-issue by us or the effective date as specified in the notification, whichever is later. In addition, if at any time You request the latest available Terms and Conditions, we will supply a copy free of charge.
24. Severability, partial invalidity and illegality
24.1 If at any time any provision of the Agreement is or becomes invalid, illegal or unenforceable in any respect and for any reason whatsoever, the validity, legality or enforceability of the remaining provisions of the Agreement shall not be in any way affected or impaired thereby whether in Hong Kong or any other jurisdiction.
25. Assignment and transfer
25.1 The Agreement is for the benefit of CIM and its successors, assignees or transferees notwithstanding any change by way of amalgamation, consolidation or otherwise in the constitution of CIM or any such successor, permitted assignee, permitted transferee or any person deriving title under any of them.
25.2 We may at any time assign, transfer (including by novation), dispose of, declare a trust over, encumber, charge or otherwise deal with all or any of our rights, interest, obligations and/or liabilities (whether they are legal or equitable) under the Agreement to any person, in whole or in part in our sole and absolute discretion and without requiring Your or any other person's consent.
25.3 The Agreement is personal to You. You must not assign, transfer (whether by novation or otherwise), declare a trust over, encumber, charge or otherwise deal with Your rights or obligations under the Agreement without first obtaining our prior written consent.
26. Third party rights
26.1 Unless expressly provided to the contrary, no person other than You and us will have any right under the Third Parties Ordinance to enforce or enjoy the benefit of any provision of the Agreement. Any of the CIM Employees, our affiliates and any of our or our affiliates' officers, employees, agents or servants or the Indemnified Persons may, by virtue of the Third Parties Ordinance, rely on any provision of the Agreement which expressly confers rights on that person and may enforce such provisions of the Agreement. Notwithstanding any term of the Agreement, the consent of any person who is not a party to the Agreement is not required to rescind or vary the Agreement.
27. No waiver
27.1 No failure or delay on our part to exercise any power, right or remedy under the Agreement shall operate as a waiver thereof, nor shall any single or partial exercise by us of any such power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy. The remedies provided in the Agreement are cumulative and are not exclusive of any remedies provided by Applicable Laws or otherwise.
27.2 Without limiting the foregoing, no waiver by us of any breach of the Agreement shall be deemed to be a waiver of any subsequent breach by You of the Agreement.
28. Governing law and dispute resolution
28.1 The Agreement shall be governed by and construed in accordance with the laws of Hong Kong.
28.2 Subject to Your right to resolve any complaint under the Financial Dispute Resolution Scheme, You agree that any legal action or proceeding arising out of or relating to the Agreement may be brought in the courts of Hong Kong and You irrevocably submit to the non-exclusive jurisdiction of such courts. You hereby waive any objections on the grounds of venue, forum non conveniens or similar grounds.
28.3 You agree that any service of any legal process (including any writ, summons, order, judgment or other document) shall be deemed duly and sufficiently served on You if addressed to You or to the process agent and left at or sent by post to Your address or the address of the said process agent last known to us. The foregoing shall not limit our right to serve process on You in any other manner permitted by law in any jurisdiction.
29. Miscellaneous
29.1 The Agreement constitutes the whole agreement between You and us. The Agreement supersedes all prior arrangements between You and us and any such prior arrangements or agreements are and shall be of no effect.
29.2 The Agreement shall not be construed as creating any partnership between You (on the one hand) and us (on the other hand), and save where required by Applicable Laws, the provision of the Services under the Agreement does not constitute us as a trustee and we shall have no trust or other obligations in respect of any Assets, monies, or property held or received by us in connection with the Account or any Services provided by us, except those contained in the Agreement.
29.3 Time shall be of the essence in respect of the performance of Your obligations under the Agreement, but we may grant time or other indulgence to You, without in any way impairing or affecting its rights against You.
30. Disclosure of information
30.1 To the maximum extent permitted by and not inconsistent with any Applicable Laws and not inconsistent with the obligations applicable to us under the Code of Conduct, nothing in the Agreement shall place CIM under any duty to disclose to You any information which may come to our notice in the course of acting in any capacity for any other person, nor shall we be under any obligation to You to supply any information pertaining to any interests in the Funds before or at the same time as such information is made available to other customers.
30.2 We are authorised to conduct credit enquiries on You to, amongst others, verify the information provided by You and for the purpose of ascertaining Your financial situation and investment objectives. Although it is not obligatory for You to supply such information to us, You acknowledge that failure to provide such information may result in us not being able to provide You with the Services You require.
30.3 We shall keep confidential all matters relating to the Account and the Services, save that You hereby irrevocably authorise us, without further notice to or consent from You, to disclose any information regarding You (including where applicable, any personal data), the Account (including the Transactions thereunder), the Services and the Agreement to CIM Group Members, CIM Employees, Fund Parties, and where applicable, the underlying fund(s) of the Fund(s) and the general partner, manager, advisor, custodian, issuer, administrator, representative and agent of such underlying fund(s), and any of their agents, assignees, subcontractors, actual or potential successors, or any advisors, business partners or other persons which provide services of any kind to us in connection with our business ("Transferees"), in each case, whether or not such person is in or outside of Hong Kong. In addition You hereby irrevocably authorise, without further notice to or consent from You, we, and any person to which disclosure has been made pursuant to this Clause to also make such disclosures as may be required by or pursuant to any Applicable Laws, including but without limitation any Applicable Laws binding or applying to any Transferees within or outside Hong Kong (e.g. any Applicable Laws concerning automatic exchange of financial account information ("AEOI")). Under the laws, regulations and international agreements for the implementation of AEOI and the U.S. Foreign Account Tax Compliance Act ("FATCA"), financial institutions are required to identify account holders (including certain policy owners and beneficiaries) and controlling persons of certain entity policyholders who are reportable foreign tax residents and report their personal data to the local tax authority where the financial institution operates or directly to the U.S. Internal Revenue Service. Where provided to a local tax authority, the local tax authority may provide this information to the tax authority of the reportable foreign tax resident's country of tax residence on a periodic basis. Without limiting the generality of this Clause, CIM and/or any Transferees will use personal data (including name, address, jurisdiction(s) of tax residence, tax identification number(s) in that jurisdiction(s), account balance and income information) in complying with their obligations in relation to AEOI and FATCA. Any information about You, the Account (including the Transactions thereunder), the Services and the Agreement, may be transmitted by CIM and/or any Transferees to the Hong Kong Inland Revenue Department or any other relevant domestic or foreign tax authority for transfer to the tax authority of another jurisdiction. Any personal data may be transmitted by CIM and/or any Transferees to the U.S. Internal Revenue Service as required under Applicable Laws. In addition to AEOI and FATCA, CIM and/or any Transferees may be required to use any information provided by you, and make such disclosure pursuant to any other Applicable Laws. To the maximum extent permitted by and not inconsistent with any Applicable Laws, You shall not hold us and any person to which disclosure has been made in accordance with this Clause 30.3 (including any disclosure made in order to reasonably discharge or comply with any obligation under any Applicable Laws by CIM and/or any Transferees) liable for any losses or any other consequences arising out of such disclosures and You shall reimburse us and any of our agents, the Transferees and their agents, on demand all costs and expenses (if any) incurred in complying with requests for such disclosure.
30.4 The use of any personal data shall also be in accordance with our Privacy Notice at https://www.chubbinvestment.com/hk-en/privacypolicy.html. You accept and agree to abide by the terms of our Privacy Notice. Please also refer to our Terms of Use at http://www.chubbinvestment.com/hk-en/termsofuse.html .
30.5 You understand that we intend to use Your personal data in direct marketing and cannot do so without Your consent in accordance with our Privacy Notice. Such consent may be obtained in the Agreement and You confirm that there is no change to Your existing choice and all information provided by You shall be used in accordance with such choice. You understand that if You wish to change Your existing choice, You may do so at any time in accordance with the Privacy Notice.
30.6 If You provide any personal data of another individual to us, You undertake, represent and warrant that the consent of such individual has been obtained (where required by Applicable Laws), for the collection, processing, use and disclosure of such individual's personal data in accordance with the terms of our Privacy Notice.
30.7 You further agree that we may, subject to the terms of our Privacy Notice and any Applicable Laws:
(a) verify, provide and collect data about You from other organisations, institutions or other persons;
(b) transfer data outside Hong Kong; and
(c) conduct matching procedures and/or compare Your data with any data that we have obtained and ultimately use the results for taking any actions including actions that may be adverse to Your interests.
30.8 Our rights under this Clause 30 shall be in addition and without prejudice to any other rights which we may have under Applicable Laws and nothing in the Agreement will limit any of those other rights.
30.9 This Clause 30 shall continue to apply notwithstanding any termination by You or us of the Agreement or the closure of Your Account.
Appendix 1
Risk Disclosure Statements
1. General
1.1 We hereby draw Your attention to and invite You to read carefully the following risk disclosure statement and ask questions and take independent advice if You wish. Please contact us if You wish to receive the Chinese version of the Risk Disclosure Statements. In case of any conflict between the English and Chinese versions, the English version shall prevail. If You have any questions, please contact our Customer Service.
1.2 These risk disclosure statements are not and are not intended to be a complete list of all the risks and considerations relevant to any investments, Transactions or Services to be provided, or Your investment decision or decision to engage in any such Transactions or Services.
1.3 You must be aware that investments may involve a high risk of loss. In light of the risks, You should invest, undertake such Transactions, or engage such Services only if You understand the nature of the investments and the contracts (and contractual relationships) into which You are entering as well as the extent of Your exposure to risks.
1.4 Before You invest, undertake a Transaction, or engage a Service, You should carefully consider Your own circumstances and consult Your own legal, regulatory, Tax, financial and/or accounting advisors or such other professional advisors to the extent You consider it necessary and appropriate.
2. Risk disclosure
2.1 Risks relating to most transactions
Investment risks
Any investment is subject to price fluctuations, which provide both opportunities and risks. Some examples:
(i) You may sustain substantial losses if market conditions move against Your position.
(ii) You may find it difficult or impossible to close-out or liquidate Your Fund Investments.
(iii) Your position may be closed-out or liquidated at a loss and You will be liable for any resulting deficit.
(iv) There may be adjustments to Your Fund Investments due to events such as market disruption, insolvency and changes in any applicable laws. Such adjustments may result in a total loss of or reduce any amount receivable by You.
(v) The performance of any investment, particularly off-exchange may be influenced by complex and interrelated political, economic, financial and other factors. Further, past performance is not indicative of future results.
(vi) You will be exposed to many different risks, including (without limitation) credit and insolvency risks of the issuer, interest rate, market or foreign exchange risk.
(vii) Some investments, in particular structured products, non-traditional funds and private equities, have long maturity periods or lock up periods. Heavy penalties or charges may be payable by You for early termination or surrender. You may incur significant loss of Your invested amount or initial investment amount, or the proceeds that You may receive may be substantially lower than Your invested amount should You redeem before maturity date or during the lock-up period.
Liquidity risks
Certain instruments, in particular structured notes or bonds, may not be readily realizable or marketable. There may be no or a limited secondary market and there is no certainty that market traders will be prepared to deal
with such instruments. Even when a market exists, there may be a substantial difference between the prevailing price of the secondary market and the purchase price paid by the investors. You may need to hold such instruments for an indefinite period.
Liquidity risks decrease for near term investments and increase for investments with longer maturity periods or investments that are linked to emerging markets or with lower credit ratings. Unexpected and sudden erosion of liquidity can also arise from sharp price movements and volatile market conditions. At certain times or under certain market conditions, it may be difficult or impossible to liquidate a position, to assess value or to determine a fair price.
Counterparty and issuer risk
Settlement of transactions that we enter into for You will depend on the relevant counterparty and broker performing their obligations. The insolvency or default of such counterparty or broker may lead to Your position being liquidated or closed out without Your consent. If You purchase a debt instrument, such as a note or bond, You will be exposed to the credit risk of the issuer of the debt instrument as well as the issuer of the underlying asset that the debt instruments invest in and of the derivative instruments that the debt instruments are exposed to. Any ability to repay may be subject to any intervening circumstances such as government action or legal inhibitions placed on the issuer or currency in which the instrument is denominated. Credit ratings assigned by credit rating agencies do not guarantee the creditworthiness of the issuer.
Concentration risk
You should avoid excessive investment (in terms of its proportion of the overall portfolio) in any single type of investment, so as to avoid Your investment portfolio being over-exposed to any particular investment risk.
Deposited cash and property
You should familiarize Yourself with the protections given to money or other property You deposit for domestic and foreign transactions, particularly in the event of a firm insolvency or bankruptcy. The extent to which You may recover Your money or property may be governed by specific legislation or local rules. In some jurisdictions, property which had been specifically identifiable as Your own may be distributed among other creditors on a pro-rata basis in the event of a shortfall.
2.2 Risk of investing in a Fund
The prices of a Fund fluctuate, sometimes dramatically. The price may move up or down, and may become valueless. It is as likely that losses will be incurred rather than profit made as a result of investing in a Fund.
Past performance of any Fund is not necessarily indicative of future results.
Some of the Funds may have limited liquidity and may only be redeemed at restricted times, such as once a month, quarterly or even only annually, as provided in the Fund Documentation. Similarly, investors may only invest in such Funds at specific times. There could be long notice periods for redemptions and long lock-up periods (during which investors are obliged to leave their capital in the Fund) for some of the Funds.
There may be no secondary market for the interests for some of the Funds. Transfers of interests are subject to limitations. The Fund's manager may deny a request to transfer if it determines that the transfer may result in adverse legal or Tax consequences for the Fund.
Delays may occur, and unfavourable prices may result, when settling buy and sell orders in a Fund. There is no guarantee that investors will be able to enforce their rights.
Some of the Funds may invest in derivative instruments which may involve additional risks. For example, where such instruments are used for leveraging they may cause greater volatility. Some of the Funds will potentially make extensive use of derivatives including more complex derivative instruments or strategies to achieve the investment objective, this may give rise to additional exposure in that performance may rise or fall more than it would have done otherwise. In adverse situations, a Fund's use of derivative instruments may become ineffective and the Fund may suffer significant losses. The use of derivatives may give rise to leverage, liquidity, counterparty and valuation risks.
2.3 Risks of client assets received or held outside Hong Kong
Client assets received or held by us outside Hong Kong are subject to the Applicable Laws of the relevant overseas jurisdiction which may be different from the SFO and the rules made thereunder. Consequently, such client assets may not enjoy the same protection as that conferred on client assets received or held in Hong Kong under the SFO, the Securities and Futures (Client Money) Rules (Chapter 5711 of the Laws of Hong Kong) and the Securities and Futures (Client Securities) Rules (Chapter 571H of the Laws of Hong Kong).
2.4 Transactions in other jurisdictions
Transactions in jurisdictions other than Hong Kong ("Foreign Jurisdictions") may expose You to additional risk. Such Foreign Jurisdictions may be subject to regulation which may offer different or diminished investor protection. The value of, or income deriving from, investing in Foreign Jurisdictions may be more volatile and less liquid than investing in Hong Kong and could be adversely affected by changes in currency rates of exchange, foreign Tax practices, foreign laws and regulations, government policies and the local and/or international political environment.
Before You invest in a Fund or enter into a Transaction, You should enquire about any rules relevant to Your particular Transaction as well as the nature or risks of such investment. Your local Regulatory Authority will be unable to compel the enforcement of the rules of Regulatory Authorities in other jurisdictions where Your Transactions have been entered into or effected. You are responsible for enquiring and ensuring that You are aware of the details about the types of redress available in both Your home jurisdiction and other relevant jurisdictions before You invest or enter into a Transaction. In addition, there may be restrictions for non residents, repatriation of capital investments and profits and there may be withholding or additional forms of Tax.
You should only undertake Transactions or investments in any Foreign Jurisdiction if You understand the nature of Transactions or investments in such Foreign Jurisdiction, and the extent of Your exposure to risks. In particular, investing or transacting in Foreign Jurisdictions may not be regulated by the Hong Kong Regulatory Authority and may not be covered by the investor compensation fund established under the SFO. Further, the recovery of the monies invested and any profits or gains may be reduced, delayed or prevented by exchange controls, debt moratorium or other rules and regulations imposed by the relevant government or Regulatory Authorities in the Foreign Jurisdiction. You should carefully consider Your own circumstances and seek independent professional advice as You see fit before making Your decision.
For Transactions in which Your money, securities and/or any other assets are held with any bank, exchange, depositary, clearing house, broker, agent, intermediary or any other institution in any Foreign Jurisdiction ("Foreign Institutions"), in the event of insolvency of the Foreign Institutions, the applicable legal and regulatory regime might be different from that of Hong Kong. In those situations Your money, securities and/or any other assets may be treated differently from the treatment which would otherwise apply if Your money, securities and/or any other assets were held in Hong Kong. We will not be liable for any loss, damage, liability, cost, claim or expense arising from or in connection with the insolvency, acts or omissions of any such Foreign Institutions.
In the event of insolvency of any Foreign Institution, there is a risk of a shortfall arising on the money, securities and/or assets available to meet Your claim as a creditor, and any of Your money, securities and/or assets held with a Foreign Institution may be subject to a security interest, lien or right of set-off in favour of such Foreign Institution.
You should carefully consider Your own circumstances and seek professional advice, where necessary. In considering whether to trade or to authorise someone else to trade for You, You should be aware of the following:
Differences in Regulatory Regimes
(i) Transactions in Foreign Jurisdictions may be subject to different regulations. For example, there may be different rules providing for the safekeeping of securities and monies held by custodian banks or depositories. This may affect the level of safeguards in place to ensure proper segregation and safekeeping of Your investment products or monies held overseas. There is also the risk of Your investment products or monies not being protected if the custodian has credit problems or failures. Foreign Jurisdictions may also have different periods for clearing and settling transactions. These may affect the information available to You regarding transaction prices and the time You have to settle Your trade in Foreign Jurisdictions.
(ii) Transactions in Foreign Jurisdictions may be subject to rules which may offer different investor protection as compared to Hong Kong. Before You start to trade, You should be fully aware of the types of redress available to You in Hong Kong and other relevant jurisdictions, if any.
Differences-in legal systems
(iii) In some countries, legal concepts which are practiced in mature legal systems may not be in place or may have yet to be tested in courts. This would make it more difficult to predict with a degree of certainty the outcome of judicial proceedings or even the quantum of damages which may be awarded following a successful claim.
(iv) The SFC will be unable to compel the enforcement of the rules of the Regulatory Authorities in other jurisdictions where Your Transactions will be effected.
(v) The laws of some jurisdictions may prohibit or restrict the repatriation of funds from such jurisdictions including capital, divestment proceeds, profits, dividends and interest arising from investment in such countries. Therefore, there is no guarantee that the Funds You have invested and the funds arising from You investment will be capable of being remitted.
(vi) Some jurisdictions may also restrict the amount or type of investment products that foreign investors may trade. This can affect the liquidity and prices of the investment products that You invest in.
Different costs involved
(vii) Your investment return on foreign currency-denominated investment products will be affected by exchange rate fluctuations where there is a need to convert from the currency of denomination of the investment products to another currency, or may be affected by exchange controls.
Political. Economic and Social Developments
(viii) Transactions in Foreign Jurisdictions are influenced by the political, economic and social developments in the foreign jurisdiction, which may be uncertain and may increase the risk of investing.
2.5 Currency risk
The underlying assets may comprise transactions in foreign currency-denominated contracts. The profits or loss in such transactions (whether they are traded in Your home jurisdiction or another jurisdiction) will be affected by fluctuations in currency rates where there is a need to convert from the currency denomination of the contract to another currency. Exchange controls imposed by the relevant authorities may also adversely affect the applicable exchange rate and result in the receipt of a reduced principal.
2.6 Risk of providing an authority to deposit Your securities collateral
There is risk if You provide us with an authority that allows us to deposit Your securities collateral as collateral for the discharge and satisfaction of our settlement obligations and liabilities.
If Your securities or securities collateral are received or held by us in Hong Kong, the above arrangement is allowed only if You consent in writing by giving us a standing authority under the Securities and Futures (Client Money) Rules (Appendix 2) and/or a standing authority under the Securities and Futures (Client Securities) Rules (Appendix 3). Moreover, unless You are a Professional Investor, Your authority must specify the period for which it is current and be limited to not more than twelve (12) months. If You are a Professional Investor, these restrictions do not apply.
Additionally, Your authority may be deemed to be renewed (i.e. without Your written consent) if we issue You a reminder at least fourteen (14) Business Days prior to the expiry of the authority, and You do not object to such deemed renewal before the expiry date of Your then existing authority.
You are not required by any law to sign these authorities. But an authority may be required by us, for example, to allow Your securities or securities collateral to be deposited as collateral with third parties. We should explain to You the purposes for which one of these authorities is to be used.
If You sign one of these authorities and Your securities or securities collateral are deposited with third parties, those third parties will have a lien or charge on Your securities or securities collateral. Although we are responsible to You for securities or securities collateral deposited under Your authority, a default by us could result in the loss of Your securities or securities collateral.
2.7 Risk of investing in RMB products
RMB is currently not freely convertible in Hong Kong, and is subject to foreign exchange controls and restrictions (for example, the PRC government regulates conversion between RMB and foreign currencies). Conversion of RMB through banks in Hong Kong is subject to certain restrictions, and conversion may be subject to multiple currency conversion costs. In particular, the conversion of RMB by an individual in Hong Kong is subject to a daily limit. If an individual investor intends to convert an amount of RMB from/to another currency exceeding such daily limit, he should allow sufficient time for the conversion.
For RMB products which are with underlying investments which are not RMB-denominated, such products will be subject to multiple currency conversion costs involved in making investments and liquidating investments, as well as the RMB exchange rate fluctuations and bid/offer spreads when assets are sold to meet redemption requests and other capital requirements. For RMB products with a significant portion of non-RMB-denominated underlying investments, there is a possibility of not receiving the full amount in RMB upon redemption. This may arise if the issuer is not able to obtain sufficient amount of RMB in a timely manner due to the exchange controls and restrictions applicable to the currency.
The value of RMB against other currencies may be affected by a wide range of factors and may fluctuate substantially, which may adversely affect the return on the investment when RMB is converted into the investor's home currency. There is no guarantee that RMB will not depreciate.
The liquidity of RMB products may be adversely affected by the limited availability of RMB outside the PRC and the exchange control and restrictions on the conversion of RMB. Particularly, secondary market for RMB related products may not be well developed and You may not be able to find a buyer, or the sale price could be much lower than the amount You invested and hence suffer significant loss.
RMB products are subject to investment risk and may not be principal protected, i.e. the assets that the products invest in or referenced to may fall as well as rise, resulting in gains or losses to the product. This means that You may suffer a loss even if RMB appreciates.
RMB products are subject to the credit and insolvency risks of their issuers.
2.8 Emerging markets
Investing in or entering into transactions in emerging markets carry heightened risks due to the developing nature of the economies and inadequate regulations/safeguards available to investors. Changes in political, economic and foreign policies of emerging markets may have a greater effect than on more mature markets. The profit outlook for foreign investors may fluctuate dramatically due to country risks such as government intervention in markets in the form of exchange control laws or restrictions in the repatriation of profits, or other events such as natural disasters, fluctuations in commodity prices and/or exchange rates and political upheavals.
The relative market volatility is heightened by frequent dependence on commodities price trends and the tendency for slower recovery from adverse economic events.
Emerging markets may have a different settlement or clearance procedures. There may also be a lack of standardised settlement regulations that could prevent You from transacting at Your preferred time or price. You should be aware that regulatory supervision and legal protection of Your rights may be adversely different to that of more mature or transparent financial systems.
When investing in or entering into transactions involving emerging markets, You confirm that You have assessed the risks (including but not limited to sovereign risk, issuer risk, price risk, political risk and liquidity risk) involved and that we have not made any representations or warranties as to the creditworthiness or performance of any issuer. You should make Your appraisal and investigations into the creditworthiness and performance of the relevant issuer. You should consult Your own legal, regulatory, Tax, financial and/or accounting advisors or such other professional advisors to the extent You consider it necessary and appropriate before making any investment decision.
2.9 Cyber security risk
Cyber-attacks, disruptions, failures, security breaches and data-hacks are increasing threats to all businesses and may adversely impact our information and technology systems. Attacks in the form of computer viruses and other malicious code, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors or malfeasance by their respective professionals or service providers, power, communications or other service outages and catastrophic events such as fires, tornadoes, floods, hurricanes, earthquakes or terrorist incidents are all possible cyber security risks, which could be detrimental to our operation, and may cause losses and damages to You.
Whilst we will undertake reasonable efforts in relation to the system controls, reliability, security and capacity of our information and technology systems, You understand and accept the risks in using the Platform and Services. When using the Platform and/or Services, You are required to take all reasonable security measures and precautions, including complying with any security-related policies, guidelines and procedures made available by us to You from time to time. You accept full responsibility for keeping all login credentials secure and confidential, and You will be responsible and liable for any accidental, intentional or unintentional use or disclosure of any login credentials.
Appendix 2
Standing authority under the Securities and Futures (Client Money) Rules (Chapter 5711 of the Laws of Hong Kong) ("Client Money Standing Authority'')
1. General
1.1 This Client Money Standing Authority covers money which is now, or will be hereafter, held or received by us or a third party financial institution engaged by us in Hong Kong or elsewhere (including any interest that may be derived from the holding of the money which does not belong to us) in one or more segregated or client account(s) on Your behalf ("Client Monies").
1.2 Unless otherwise defined, all the terms used in the Client Money Standing Authority shall have the same meanings as in the Terms and Conditions.
1.3 In consideration of our agreement to provide or continuing to provide Services to You in accordance with the Agreement, You authorise us to:
(a) combine or consolidate any or all segregated accounts of any nature whatsoever and either individually or jointly with others, maintained by us or CIM Group Member and we may:
(i) transfer any sum of Client Monies to and/or between such segregated account(s) to satisfy;
(ii) set off or transfer any sum of Client Monies in or towards satisfaction of;
(iii) transfer any sum of Client Monies to the client account(s) of any clearing firm(s) or financial institution(s) in Hong Kong or overseas to satisfy; or
(iv) exchange Your money into any other currency(ies) to satisfy;
Your obligations or liabilities to us and/or any CIM Group Member, whether such obligations and liabilities are actual or contingent, primary or collateral, secured or unsecured, or joint or several;
(b) deposit any sum of Client Monies into, or transfer any sum of Client Monies interchangeably between, the segregated account(s) maintained at any time by us or any CIM Group Member; and
(c) debit any or all segregated accounts maintained at any time by us or any CIM Group Member with such amount(s) of Client Monies as may be required for settling Your liability(ies) under or pursuant to any agreement(s) and/or document(s) between You on the one part and us and/or any CIM Group Member on the other part.
2. Acknowledgement in respect of the Client Money Standing Authority
2.1 You also agree and acknowledge that:
(a) the Client Money Standing Authority is given by You without prejudice to any other authorities or rights which we may have in relation to dealing in the Client Monies in the segregated accounts; and
(b) we may, at any time and from time to time, do any or more or all of the acts mentioned in the Client Money Standing Authority in our sole and absolute discretion and without giving You further notice or obtaining Your further confirmation and/or direction.
2.2 The Client Money Standing Authority is valid for a period for not more than twelve (12) months from the date hereof and shall expire on 31 December each year.
2.3 You may revoke the Client Money Standing Authority by giving us a written notice addressed to the Customer Service at our address (at Room 4801 Central Plaza, 18 Harbour Road, Wan Chai, Hong Kong) or such other address which we may notify You in writing for this purpose. Such notice shall take effect upon the expiry of fourteen (14) Business Days from the date of our actual receipt of such notice.
2.4 You understand that the Client Money Standing Authority shall be deemed to be renewed on a continuing basis without Your written consent if we issue a written reminder to You at least fourteen (14) Business Days prior to the expiry date of this authority, and You do not object to such deemed renewal before such expiry date.
2.5 You hereby agree to indemnify us, and to keep us indemnified from and against all and any losses, damages, interests, costs, expenses, actions, demands, claims and/or proceedings of whatsoever nature which we may incur, suffer and/or sustain as a consequence of any act, transfer and/or transaction done or undertaken pursuant to the Client Money Standing Authority.
2.6 You acknowledge that You understand and agree with the contents of this Client Money Standing Authority.
Appendix 3
Standing authority under the Securities and Futures (Client Securities) Rules (Chapter 571H of the Laws of Hong Kong) ("Client Securities Standing Authority'')
1. General
1.1 This Client Securities Standing Authority covers securities which are now, or will be hereafter, received or held on Your behalf ("Client Securities").
1.2 Unless otherwise defined, all the terms used in the Client Securities Standing Authority shall have the same meanings as in the Terms and Conditions.
1.3 In consideration of our agreement to provide or continuing to provide Services to You in accordance with the Agreement, You authorise us to:
(a) deposit or transfer Your Client Securities with or to or interchangeably between any custodian(s), whether in Hong Kong or elsewhere, upon such terms as may be agreed by us but subject to Applicable Laws; and
(b) upon such terms as may be agreed by us but subject to Applicable Laws, register or re-register any of Your Client Securities in our name or any nominee appointed or agreed by us (whether in Hong Kong or elsewhere) or cancel any such registration.
2. Acknowledgement in respect of the Client Securities Standing Authority
2.1 You also agree and acknowledge that:
(a) the Client Securities Standing Authority is given by You without prejudice to other authorities or rights which we may have in relation to dealing in the Client Securities in the segregated accounts, nor our right to dispose or initiate a disposal of Your securities in settlement of any liability owed by or on Your behalf to us, or a third person;
(b) we may, at any time and from time to time, do any or more or all of the acts mentioned in the Client Securities Standing Authority in our sole and absolute discretion and without giving You further notice or obtaining Your further confirmation and/or direction; and
(c) a third party may have rights to Your Client Securities, which we must satisfy before Your Client Securities can be returned to You.
2.2 The Client Securities Standing Authority is valid for a period for not more than twelve (12) months from the date hereof and shall expire on 31 December each year.
2.3 You may revoke the Client Securities Standing Authority by giving us a written notice addressed to the Customer Service at our address (at Room 4801 Central Plaza, 18 Harbour Road, Wan Chai, Hong Kong) or such other address which we may notify You in writing for this purpose. Such notice shall take effect upon the expiry of fourteen (14) Business Days from the date of our actual receipt of such notice.
2.4 You understand that the Client Securities Standing Authority shall be deemed to be renewed on a continuing basis without Your written consent if we issue a written reminder to You at least fourteen (14) Business Days prior to the expiry date of this authority, and You do not object to such deemed renewal before such expiry date.
2.5 You hereby agree to indemnify us, and to keep us indemnified from and against all and any losses, damages, interests, costs, expenses, actions, demands, claims and/or proceedings of whatsoever nature which we may incur, suffer and/or sustain as a consequence of any act, transfer and/or transaction done or undertaken pursuant to the Client Securities Standing Authority.
2.6 You acknowledge that You understand and agree with the contents of this Client Securities Standing Authority.
Appendix 4
Supplemental Representations and Warranties
Further to the Terms and Conditions, You further warrant and represent to us, the following:
1. You consent to providing personal data to us to disclose, share and transfer to our custodian bank to facilitate the use of electronic direct debit authorisation service through the Hong Kong Monetary Authority’s Faster Payment System.
2. You agree to support us to comply with Applicable Laws applicable to the distribution and sale of Funds whether directly or indirectly.
3. You agree that you are not and agree not to make available or distribute Funds to person(s) who is/are prohibited person(s) as set out in the Fund Documentation (e.g. limitations with regard to U.S. Persons etc.), whenever any restriction exists in the relevant Fund Documentation.
4. You agree to ensure that we are able to adopt a zero tolerance policy towards bribery.
5. You agree and undertake not to conduct any late trading, market timing practices which are generally made to the detriment of the interest of other investors and contrary to the principle of equality between the investors.
6. You agree and undertake to us to comply with the tax obligations in force and which may apply at any time to us or to the financial institutions marketing Funds in the relevant territory(ies) where both FATCA and AEOI are applicable, either directly or indirectly.