M-DAQ Aladdin Standard
Terms and Conditions
M-DAQ Aladdin Standard Terms and Conditions
Last updated: 01 July 2024
This M-DAQ Aladdin Standard Terms and Conditions ("Terms and Conditions") governs access to and use by the relevant client ("Client") listed in the corresponding order form ("Order Form") of the fixed FX rate service named "Aladdin" and FX orders made through the M-DAQ Aladdin Service (as defined below) on the relevant platform (the "Platform") offered by M-DAQ Global Pte. Ltd. and/or any of its affiliates (each and collectively "M-DAQ"). By accessing and/or using Aladdin, Client acknowledges and agrees to the terms and conditions set out herein. Capitalized terms used but not otherwise defined in this Terms and Conditions shall have the meaning ascribed to such terms in the Order Form. References to "Clauses" are to clauses in this Terms and Conditions. Client and M-DAQ shall each be referred to as "Party".
1. Foreign Exchange Contract
1.1. The primary purpose of the M-DAQ Aladdin Service is the supply of foreign exchange services through which the Client may convert and exchange currency with M-DAQ at Exchange Rates generated by the M-DAQ Aladdin Service.
2. Definitions
2.1. "Affiliate": (1) a director, officer, partner, member, manager, executor, or trustee of such person; or (2) any person directly or indirectly controlling, controlled by, or under common control with that person. For purposes of this definition, "control", "controlling" and "controlled" mean having the right to elect a majority of the board of directors or other comparable body responsible for management and direction of a person by contract, by virtue of share ownership or otherwise.
2.2. "Base Currency": any currency specified in a Profile which the Client may request M-DAQ to convert into, or from, a Transaction Currency in accordance with this Terms and Conditions, provided that each such currency shall be freely convertible and deliverable for the purposes of the M-DAQ Aladdin Service.
2.3. "Business Day": any day on which M-DAQ and its liquidity providers are open for business.
2.4. "Chargeback" or "Refund": a Transaction reversing all or part of a prior Sale, resulting in each Party selling to the other part, all, or an amount in excess, of the amount of currency previously purchased by it under the Sale being reversed at the Original Fixed Client Rate, or the currently applicable Fixed Client Rate (as specified in each Profile).
2.5. "Client Advice Time Stamp": the date and time contained within a Client Data File which the Client wishes to use to determine the Expected Settlement Day, as specified in the Product Specification.
2.6. "Client Data File": an electronic data file containing such data which, in accordance with the Product Specification, M-DAQ requires the Client to submit for the purposes of communicating one or several Transactions or Expected Transactions.
2.7. "Client Electronic System": the software, electronic network, systems and/or servers which are used by the Client for the purposes of processing information and electronic messages to enable the Client to use the M-DAQ Aladdin Service and which, for the avoidance of doubt, exclude the M-DAQ Aladdin System.
2.8. "Client Electronic Transfer": transmission by the Client to M-DAQ of a Client Data File configured so that the information it contains can be electronically transferred from the Client through the Client Electronic System and read by the M-DAQ Aladdin System.
2.9. "Client Specified Business": the business specified as such in each Profile.
2.10. "Client Spread": the adjustment in basis points that the Client wishes to incorporate into the Rate Calculation so as to allow the Client to accrue a revenue stream from the use of the M-DAQ Aladdin Service, as specified in each Profile for each Transaction Currency.
2.11. "Client Spread Payment Date": each date or frequency specified as such in each Profile.
2.12. "Client Spread Settlement Currency": as specified in each Profile.
2.13. "Confirmation": a Data File sent by M-DAQ to the Client confirming Trades which have been executed, also referred to as Execution Advice Response in the Product Specification.
2.14. "Data File": a Client Data File, Confirmation or other data file containing one or several Rate Sheets, Expected Transactions, Transactions or other information in accordance with the Product Specification.
2.15. "Deliverable Currency": any Transaction Currency specified as such in each Profile on the basis of which a Transaction is to be processed so as to result in the conversion of a Transaction Currency into a Base Currency or vice versa.
2.16. "Early Termination Date": the effective date of any termination of this Terms and Conditions by either Party in accordance with Clause 18.
2.17. "Electronic Record": information sent to M-DAQ in a Client Data File and stored by M-DAQ on a database in unmodified form.
2.18. "End Time": the last point in time of the Rate Sheet Valid Period, calculated by adding the period from the Expiry Time to the End Time (as specified in each Profile) to the Expiry Time of the Rate Sheet.
2.19. "Exchange Rate": a Fixed Client Rate, or Original Fixed Client Rate.
2.20. "Expected Settlement Day": the day on which a Transaction is expected to be settled, as determined in accordance with Clause 5.
2.21. "Expected Settlement Period": the period of time specified as such in each Profile for each Transaction Currency, so as to allow the Client to align the Expected Settlement Day to their timing requirements.
2.22. "Expected Settlement Processing Day": the day determined in accordance with Clause 5.
2.23. "Expected Transaction": a Transaction which Client expects to communicate to M-DAQ at a future point on the basis of a Fixed Client Rate, communicated to M-DAQ in a Client Data File as an Order Advice (as defined in the Product Specification).
2.24. "Expected Transaction Client Cut-Off Time": the time specified as such in each Profile for each Payment Type and Payment Provider.
2.25. "Expected Transaction Delay Days": the number of days specified as such in a Profile for each Payment Type and Payment Provider.
2.26. "Expiry Time": the last point in time of the Rate Sheet Active Period, calculated by adding the period from the Start Time to the Expiry Time (as specified in each Profile) to the Start Time of the Rate Sheet, unless otherwise modified under Clause 3.
2.27. "Fixed Client Rate": a currency exchange rate held for a fixed period of time at which qualifying Transactions will be converted, determined in accordance with the variables set out in each Profile and the Rate Calculation. The Transaction Types for which the Client requires a Fixed Client Rate and the Rate Sheet Active Period and Rate Sheet Valid Period for each Fixed Client Rate shall be as specified in the relevant Profile.
2.28. "Force Majeure Event": any event, circumstance or cause which is beyond the reasonable control of the Party invoking it and which inhibits normal trading or settlement of currency exchange transactions or renders such transactions impracticable or makes impossible to obtain a firm quote, including governmental or regulatory actions, natural catastrophes and civil disorder.
2.29. "FX Business Day": any day on which commercial banks are open (or, but for the occurrence of a disruption event, would have been open) for business (including dealings in foreign exchange in accordance with the market practice of the foreign exchange market) in accordance with the applicable industry-standard payment system convention.
2.30. "FX Market Period": any time between Monday 7.00 a.m. Singapore time and Friday 5 p.m. New York time, but excluding the Christmas Day, Boxing Day and New Year’s Day public holidays (and accordingly, any FX Market Period immediately preceding such public holiday day will finish at 5 p.m. New York time, and any FX Market Period immediately following such public holiday day shall commence at 7.00 a.m. Singapore time).
2.31. "FX M-DAQ Rate": the foreign currency exchange base rate generated by M-DAQ from time to time.
2.32. "Insolvency Event": in relation to either Party, where such Party: (1) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) becomes insolvent (provided that technical insolvency as a result of M-DAQ’s preference shares being treated as liabilities from an accounting perspective shall not be considered as“insolvency” under this definition) or is deemed by any applicable law to be unable to pay its debts; (3) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (4) (A) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official, or (B) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and such proceeding or petition is instituted or presented by a person or entity not described in sub-clause (A) above and either (I) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (II) is not dismissed, discharged, stayed or restrained in each case within 15 days of the institution or presentation thereof; (5) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (7) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 15 days thereafter; (8) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (1) to (7) above (inclusive); or (9) takes any action in furtherance or indicating its consent to, approval of, acquiescence in, any of the foregoing acts.
2.33. "Intermediary": any third party whom the Client may appoint to act on its behalf to facilitate delivery of the M-DAQ Aladdin Service, as specified in Section A of the Schedule.
2.34. "Intermediary Electronic Transfer": transmission by an Intermediary to M-DAQ of a Client Data File configured so that the information it contains can be electronically transferred from the Client via the Intermediary or the Intermediary’s electronic system and read by the M-DAQ Aladdin System.
2.35. "Intermediary Spread": the adjustment in basis points incorporated into the Rate Calculation charged by an Intermediary in respect of services provided to the Client, as specified in each Profile.
2.36. "Logon": any PIN, digital certificate, password, authentication code or other data, connection or device that enables access to the M-DAQ Aladdin Service.
2.37. "Losses": losses and costs (including costs of funding) incurred as a result of terminating, liquidating, obtaining or re-establishing any hedge or related trading position (or any gain resulting from any of them, and losses and costs in respect of any payment or delivery required to have been made).
2.38. "Manifest Error": a foreign currency exchange base rate specified as the FX M-DAQ rate, or a Trade entered as a result of a technical or operational error in the M-DAQ Aladdin Service which M-DAQ executes at an exchange rate, which (by virtue of the base rate specified, or of the value date or exchange rate specified for an underlying Transaction) would be considered to be a manifest error by a person with reasonable experience of currency exchange dealing.
2.39. "Maximum Chargeback Percentage": the percentage of the total notional value of Chargeback effected, compared to the total notional value of Sales affected, within any thirty (30) day period.
2.40. "Maximum Chargeback Period": the maximum period following the Trade Time Stamp of a Sale within which M-DAQ may process a Chargeback in relation to such Sale, as specified in each Profile.
2.41. "Maximum Refund Percentage": the percentage of the total notional value of Refunds effected, compared to the total notional value of Sales affected, within any thirty (30) day period.
2.42. "Maximum Refund Period": the maximum period following the Trade Time Stamp of a Sale within which M-DAQ may process a Refund in relation to such Sale, as specified in each Profile.
2.43. "Maximum Daily Transaction Limit": the maximum cumulative daily value of Transaction Currency, as specified in each Profile.
2.44. "M-DAQ Aladdin Service": the service detailed in this Terms and Conditions, including any electronic commerce, messaging or information service provided by and routed to M-DAQ, whether or not branded M-DAQ Aladdin (including any trading, algorithmic calculation or trading, routing, clearing, communications or reconciliation services), including any bespoke features that we may develop with you or based on information that you provide to us.
2.45. "M-DAQ Aladdin System": means any technical infrastructure (including any computer system, communication device or server) operated or administered by M-DAQ for the purpose of providing the M-DAQ Aladdin Service.
2.46. "Minimum Aggregate Trading Volume": as specified in each Profile.
2.47. "Original Fixed Client Rate": in respect of a Transaction, the application of the same Exchange Rate which applied to a previous Transaction to which the Transaction relates.
2.48. "Payment Provider" and "Payment Type": the identifiers contained in Section C of the Schedule and which may vary in each separate version of Section C completed by the Client to allow the Client to distinguish between multiple Settlement Day, within a given Profile, such that the Client is able to specify the applicable Section C for a given Profile for an Expected Transaction in accordance with Clause 5 or for a Transaction in accordance with Clause 6 (as applicable).
2.49. "Product Specification": the document provided to the Client together with this Terms and Conditions which sets out further operational details of the M-DAQ Aladdin Service. Unless otherwise agreed by Parties, the Product Specification can be amended by the Parties in writing only.
2.50. "Profile": (1) the details contained in Section B of the Schedule and which may vary in each separate version of Section B completed by the Client to allow the Client to distinguish between multiple configurations within the Schedule such that the Client is able to specify the applicable Section B for an Expected Transaction in accordance with Clause 5 or for a Transaction in accordance with Clause 6 (as applicable), together with and incorporating (2) any Payment Provider and Payment Type which the Client has specified for such Section B in accordance with Clause 5 or 6 (as applicable).
2.51. "Rate Calculation": in the case of any Sale, Refund, or Cancellation of any Sale, Refund or Chargeback, increasing the FX M-DAQ rate for each Transaction Currency by the Service Fee and (if applicable) the Intermediary Spread, and (if applicable) a Client Spread, provided that any such adjustment expressed in basis points shall be converted into pips using the FX M-DAQ rate.
2.52. "Rate Generation Time Interval": a period of time in which a Fixed Client Rate can be generated, as specified in each Profile.
2.53. "Rate Sheet": a collection of Exchange Rates sent from M-DAQ to the Client in a Data File via the Rate Sheet File Transfer Mechanism.
2.54. "Rate Sheet Active Period": the period from (and including) the Start Time to (and including) the Expiry Time.
2.55. "Rate Sheet File Transfer Mechanism": the method communication used by M-DAQ to distribute the Rate Sheet to the Client, as specified in each Profile.
2.56. "Rate Sheet Valid Period": the period from (and including) the Start Time to (and including) the End Time.
2.57. "Regulator": any regulatory authority, self-regulatory body, exchange, clearing house, alternative trading system, electronic communications network, or similar entity to whose rules or regulations M-DAQ or the Client is subject in respect of the M-DAQ Aladdin Service.
2.58. "Rounding Convention": the adjustment of an amount so that the number of decimal places are reduced, as defined in the Product Specification.
2.59. "Sale": a Transaction converting the Transaction Currency into a Base Currency at the Fixed Client Rate (as agreed in each Profile).
2.60. "Schedule": the M-DAQ Aladdin Schedule most recently agreed between the Parties and enclosed with, or attached to, the Order Form, including the Profiles which it contains.
2.61. "Settlement Account": the relevant bank account held in the name of the Client, each as specified in a Profile for each currency.
2.62. "Settlement Day": the day on which a Transaction is settled, as determined in accordance with Clause 6.5.
2.63. "Settlement Period": the period of time specified in a Profile for each Transaction Currency, so as to allow the Client to align the Settlement Day to their timing requirements.
2.64. "Settlement Processing Day": the day specified as such in, and determined in accordance with, Clauses 6.5.
2.65. "Service Fee": the service fee in the form of an adjustment in basis points incorporated into the Rate Calculation (which will at all times, include a risk premium) charged by M-DAQ for the provision of the service, as specified in each Profile for each Transaction Currency.
2.66. "Start Time": the start time of the Rate Sheet Active Period.
2.67. "System Administrator": any person appointed by the Client to act as its administrative contact, to facilitate operation of the Client Electronic System or manage upgrades to the Client Electronic System.
2.68. "Termination Settlement Amount": means all Losses incurred in respect of the Terminated Transactions, which shall be jointly determined by both Parties and M-DAQ shall convert into the Termination Currency at a spot rate prevailing at the time of such determination, and which shall be paid by M-DAQ to the Client where such amount is a credit, and by the Client to M-DAQ where such amount is a debit.
2.69. "Terminated Transactions": all Transactions that have not been processed, and all Trades that have not been settled, as at the Early Termination Date.
2.70. "Termination Currency": is specified in each Profile.
2.71. "Threshold Period": if applicable, the period specified in each Profile following the Expiry Time in which a Transaction maybe processed at the expired Fixed Client Rate notwithstanding the passing of the Expiry Time or provision by M-DAQ to the Client of a further Fixed Client Rate, for the purpose of allowing the Client to communicate a Transaction relating to Business Undertaken following the Expiry Time where such business was commenced between the Start Time and the Expiry Time.
2.72. "Trade": a foreign exchange transaction entered into by the Client and M-DAQ under this Terms and Conditions comprising one or more Transactions instructed by the Client and accepted by M-DAQ, consisting of M-DAQ purchasing from, or selling to, the Client a specific amount of funds in a Transaction Currency and a Base Currency, or in one Party making to the other a payment denominated in the Base Currency.
2.73. "Trade Time Stamp": the date and time contained within each Client Data File defining the point at which Business Undertaken occurs in relation to a Transaction, specified in the Product Specification.
2.74. "Transaction": an instruction from the Client to M-DAQ relating to a transaction constituting Business Completed and communicated to M-DAQ in a Client Data File as a Trade Advice (as defined in the Product Specification).
2.75. "Transaction Currency": any Deliverable Currency specified in each Profile which the Client may request M-DAQ to convert into, or from, a Base Currency (for Deliverable Currency Transactions), provided that each such currency shall be freely convertible for the purposes of the M-DAQ Aladdin Service.
2.76. "Transaction Type": Sale, Refund, Chargeback, or Chargeback Reversal.
2.77. "Value Date Rules": the rules in accordance with which the Settlement Day for a Transaction shall be adjusted to take account of any non-FX Business Days in the applicable city of a relevant Transaction Currency or Base Currency, or weekend days or public holiday-days in any other relevant city, as specified in a Profile for each Payment Type and Payment Provider. M-DAQ may provide prices through the Platform for foreign exchange spot, swap, and forward transactions (“Prices”), in such amounts, currency pairs, and tenors or value dates as determined by M-DAQ in its sole discretion. Client may act on any Price by submitting an Instruction (as defined below) before such Price expires or is withdrawn by M-DAQ.
3. Pricing – Fixed Client Rates and Rate Sheets
3.1. During an FX Market Period, unless a different time is agreed by the Parties, Aladdin will generate Fixed Client Rates at the beginning of each Rate Generation Time Interval specified in the Client Profile.
3.2. M-DAQ shall promptly provide the Client with the generated Fixed Client Rates through the Rate Sheet File Transfer Mechanism specified in the Client Profile.
3.3. If a Start Lag is specified in the Client Profile, the Start Time will commence after that amount of time has lapsed from the Rate Generation Time Interval.
4. Pricing – Client Spread
4.1. The Client may request that M-DAQ include a Client Spread in the calculation of an Exchange Rate for all or some of the Client’s selected Transaction Currencies as specified in the Client Profile.
4.2. Where the Client has elected to include a Client Spread, the amount paid to the Client will be determined based on the Transaction Type, with Sales, Chargeback Reversals, or Chargebacks causing a positive credit to accrue, and Refunds, and Chargebacks of Sales or Chargeback Reversals causing a negative credit to accrue. Whether positive or negative, all credits will accrue in the Base Currency of the Rate Sheet on which the relevant Transaction is based.
4.3. For each Transaction, the credit accruing to the Client will be equal to the difference between the amount resulting from conversion of the Transaction using the Rate Calculation but excluding the Client Spread in the Base Currency of the Rate Sheet on which the relevant Transaction is based.
5. Order Handling – Communicating Expected Transactions
5.1. Expected Transactions may be communicated to M-DAQ by Client Electronic Transfer and/or Intermediary Electronic Transfer, as elected in each Profile. Any Expected Transaction must be received by M-DAQ within the Rate Sheet Active Period and (if applicable) Threshold Period. For each Expected Transaction which a Client Data File contains, the Client Data File must also specify the Profile (in the Client ID field), the Payment Provider and the Payment Type which is to apply to that Expected Transaction.
5.2. Where a Client communicates an Expected Transaction to M-DAQ, this does not constitute an offer to trade, but an indication that the Client intends to make an offer at future point by communicating a corresponding Transaction to M-DAQ. The Client acknowledges that M-DAQ shall not be obliged to process any Transaction by reason of having accepted an Expected Transaction.
5.3. Without prejudice to M-DAQ’s general termination rights, M-DAQ may also decide to reject any Expected Transaction received from the Client where it has reasonable grounds to believe that:
5.3.1. accepting the Expected Transaction would put either Party in breach of Applicable Regulations;
5.3.2. the Client has materially breached any of the terms in this Terms and Conditions;
5.3.3. a Force Majeure Event occurs that makes it impracticable for M-DAQ to determine an Exchange Rate or make or receive payment in either the Base Currency or Transaction Currency;
5.3.4. processing the Transaction to which the Expected Transaction relates would result in breach of a Maximum Daily Transaction Limit;
5.3.5. the Client Data File containing the Expected Transaction has not been generated in accordance with the Product Specification (and so has not been sent to M-DAQ via the required communication mechanism, does not meet required security standards, or is not formatted in accordance with required specifications) such that M-DAQ cannot determine to its reasonable satisfaction which foreign currency exchange rate to apply;
5.3.6. the Client Data File containing the Expected Transaction has not been generated in accordance with the Product Specification (and so has not been sent to M-DAQ via the required communication method, does not meet required security standards, or is not formatted in accordance with required specifications) such that M-DAQ cannot determine to its reasonable satisfaction which Expected Transaction to process;
5.3.7. data contained in any Client Data File is corrupted; or
5.3.8. the Expected Transaction is received by M-DAQ before the Start Time or after the Expiry Time (or if applicable, after expiry of any Threshold Period).
5.4. Where M-DAQ has decided not to accept an Expected Transaction, M-DAQ may, at its sole discretion and at the request of the Client, make reasonable adjustments to the terms of such Transaction (including to the foreign currency exchange rate applicable for such Expected Transaction) and accept it on this adjusted basis.
5.5. The Expected Settlement Day for a Transaction shall be determined using the rules specified in that Profile for each Payment Type and Payment Provider for the Transaction using the following calculation:
5.5.1. Where the Client Advice Time Stamp states a time prior to the Expected Transaction Client Cut-Off Time, the Expected Settlement Processing Day shall occur such number of days after the date of the Client Advice Time Stamp as is equal to the Expected Transaction Delay Days. Where the Client Advice Time Stamp states a time after or equal to the Expected Transaction Client Cut-Off Time, an additional day shall be added to the Expected Transaction Delay Days.
5.5.2. Should the Expected Settlement Processing Day fall on a day defined as a
weekend-day or holiday-day under the Value Date Rules, such day shall be moved to the next Business Day.
5.5.3. The Expected Settlement Period shall then be added to the Expected Settlement Processing Day to determine the Expected Settlement Day, provided that where any day in-between the Expected Settlement Processing Day and the Expected Settlement Day falls on a day defined as a weekend-day or holiday-day under the Value Date Rules, then an additional day shall be added to the Expected Settlement Period, such that the Expected Settlement Period shall not count any days which conflict with the Value Date Rules.
5.5.4. Where the Expected Settlement Day falls on a day defined as a weekend-day or holiday-day under the Value Date Rules, the Expected Settlement Day shall be moved to the next Business Day. Notwithstanding the forgoing, the Exchange Rate shall be the same with the Original Fixed Client Rate regardless of such delay.
6. Order Handling – Communicating and Processing Transactions
6.1. Transactions may be communicated by the Client to M-DAQ by Client Electronic Transfer in accordance with the Profile. For each Transaction which a Client Data File contains, the Client Data File must also specify the Profile (in the Client ID field), the Payment Provider and the Payment Type which is to apply to that Transaction.
6.2. Where a Transaction communicated pursuant to Clause 6 is to be processed by M-DAQ on the basis of a Fixed Client Rate, M-DAQ shall process the Transaction in accordance with Clause 8 if it is received by M-DAQ in the Rate Sheet Valid Period. Where the Client has elected Expected Transactions for certain Transaction Types (as specified in each Profile), M-DAQ must receive any Expected Transaction for Business Undertaken that has occurred during the Rate Sheet Active Period and (if applicable) Threshold Period, within the Rate Sheet Active Period and (if applicable) Threshold Period, and subsequently receive Transaction for the relevant Transaction Type in respect of corresponding Business Completed within the Rate Sheet Valid Period. Subject to Clause 6.3, M-DAQ will process such Transaction in accordance with Clause 8.
6.3. Without prejudice to M-DAQ’s general termination rights, M-DAQ may also decide to reject any Transaction received from the Client where it has reasonable grounds to believe that:
6.3.1. processing the Transaction would put either Party in breach of Applicable Regulations;
6.3.2. the Client has materially breached any of the terms in this Terms and Conditions;
6.3.3. a Force Majeure Event occurs that makes it impracticable for M-DAQ to determine an Exchange Rate or make or receive payment in either the Base Currency or Transaction Currency;
6.3.4. processing the Transaction would result in breach of a Maximum Daily Transaction Limit;
6.3.5. the Client Data File containing the Transaction has not been generated in accordance with the Product Specification (and so has not been sent to M-DAQ via the required communication mechanism, does not meet required security standards, or is not formatted in accordance with required specifications) such that M-DAQ cannot determine to its reasonable satisfaction which foreign currency exchange rate to apply;
6.3.6. the Client Data File containing the Transaction has not been generated in accordance with the Product Specification (and so has not been sent to M-DAQ via the required communication method, does not meet required security standards, or is not formatted in accordance with required specifications) such that M-DAQ cannot determine to its reasonable satisfaction which Transaction to process;
6.3.7. data contained in any Client Data File is corrupted; or
6.3.8. in the case of a Transaction that is a Refund or Chargeback and for which the required Exchange Rate is an Original Fixed Client Rate, the Maximum Refund Percentage or the Maximum Chargeback Percentage has been exceeded;
6.3.9. in the case of a Transaction that is a Refund, or Chargeback and for which the required Exchange Rate is an Original Fixed Client Rate, the Maximum Refund Period or Maximum Chargeback Period has been exceeded;
6.3.10. the Transaction is received by M-DAQ before the Start Time or after the End;
6.3.11. in the case of a Transaction communicated by the Client to M-DAQ which refers to an Expected Transaction:
6.3.11.1. the Settlement Day for the Transaction will not fall on the Expected Settlement Day;
6.3.11.2. the Transaction is contained in one of several Client Data Files which all relate to a single Expected Transaction, and the total notional value of the Transactions in those Client Data Files exceeds the notional value of the Expected Transaction;
6.3.11.3. M-DAQ has rejected the relevant Expected Transaction under Clause 5.3;
6.3.12. where the Transaction should, in accordance with the Transaction Type and as specified in each Profile, refer to a previous Expected Transaction, but does not do so (unless it has been received by M-DAQ in the Rate Sheet Active Period and (if applicable) Threshold Period).
6.4. Where M-DAQ has decided not to process a Transaction, M-DAQ may, at its sole discretion and at the request of the Client, make reasonable adjustments to the terms of such Transaction (including to the foreign currency exchange rate applicable such Expected Transaction) and accept it on this adjusted basis.
Settlement Day for a Transaction
6.5. The Settlement Day for a Transaction shall be determined using the rules specified in that Profile for each Payment Type and Payment Provider for the Transaction using the following calculation:
6.5.1. if the Settlement Processing Day fall on a day defined as a weekend-day or holiday-day under the Value Date Rules, such day shall be moved to the next Business Day. Notwithstanding the forgoing, the Exchange Rate shall be the same with the Original Fixed Client Rate regardless of such delay; and
6.5.2. the Settlement Period shall then be added to the Settlement Processing Day to determine the Settlement Day, provided that where any day in between the Settlement Processing Day and the Settlement Day falls on a day defined as a weekend-day or holiday-day under the Value Date Rules, then an additional day, or additional days, shall be added to the Settlement Period such that the Settlement Period shall not count any days which conflict with the Value Date Rules;
6.5.3. where the Settlement Day falls on a day defined as a weekend-day or holiday-day under the Value Date Rules, the Settlement Day shall be moved to the next Business Day; Notwithstanding the forgoing, the Exchange Rate shall be the same with the Original Fixed Client Rate regardless of such delay;
6.5.4. where an Early Termination Date has been determined at the time at which M-DAQ receives a Transaction, the Settlement Day for that Transaction shall be determined in accordance with the Termination provision in paragraph 18 below.
Transaction amount
6.6. The whole (entire) Transaction Currency amount in each Transaction will be converted from one currency to another (for Deliverable Currencies).
6.7. Transaction Currency and Base Currency amounts will be rounded in accordance with the Rounding Convention.
Exchange Rate
6.8. Each accepted Transaction shall be processed on the basis of a Fixed Client Rate, as specified in each Profile, provided that Refunds and Chargebacks shall be processed on the basis of a Fixed Client Rate, or Original Fixed Client Rate, as specified in that Profile. For Transactions to be processed on the basis of a Fixed Client Rate, or Original Fixed Client Rate, the applicable Exchange Rate shall be that set out in the Rate Sheet to which the Transaction relates.
Currency Pair
6.9. The Client will specify a Base Currency which will apply to all Transactions to which the Profile applies.
7. Reporting
7.1. M-DAQ shall provide the Client with an execution report that details the Transactions which have been accepted and aggregated into one or more Trades, and a deal reference (as referred to in the Product Specification) shall be specified against each Transaction in such execution report.
8. Execution of Trades
8.1. Upon accepting a Transaction, M-DAQ shall execute those Trades in accordance with this Terms and Conditions. Such execution shall occur only in an FX Market Period. M-DAQ shall determine the Trades to be executed within the parameters governing the Settlement Day, Transaction amount, Exchange Rate and Currency Pair set out in this Terms and Conditions. M-DAQ shall subsequently transmit Confirmations to the Client. Notwithstanding any other provision that may be contained in a Confirmation, the Client is not required to return a countersigned version of the Confirmation to M-DAQ.
8.2. The communication of a Transaction by the Client to M-DAQ shall constitute an offer by the Client to enter into a corresponding Trade and shall be accepted by M-DAQ by its execution of that Trade (as evidenced by transmission of a Confirmation). Once the Client has made an offer to enter into a Trade, it shall remain valid and may only be withdrawn following acceptance by M-DAQ where M-DAQ provides its consent to such withdrawal.
8.3. The Client is solely responsible for ensuring that, when communicating any Expected Transaction or Transaction to M-DAQ, the relevant fields of the Client Data File containing the Transaction are properly completed and the content thereof is genuine and accurate in accordance with the Product Specification.
8.4. The Data Files and Electronic Records maintained by M-DAQ shall constitute prima facie evidence of the matters recorded therein save in the event of fraud or manifest error.
8.5. The Client authorises M-DAQ to rely on, and to treat as fully authorised and binding on the Client, any information on Expected Transactions or Transactions contained in a Client Data File or instruction relating to any other matter under this Terms and Conditions which purports to be transmitted or given by the Client or on the Client’s behalf and is accepted by M-DAQ acting in a reasonable manner and in good faith as having been so given, and the Client shall be responsible for and bound by any Trade executed pursuant to such Transaction information or instruction.
8.6. The Parties acknowledge and agree that each Transaction communicated by the Client to M-DAQ and each Trade executed by M-DAQ under this Terms and Conditions shall be based on a Deliverable Currency.
9. Manifest Errors and unavailability of Base Currency or Transaction Currency
9.1. Each of the Client and M-DAQ shall notify the other promptly upon becoming aware of a Manifest Error.
9.2. Any Trade or part thereof based on a Transaction which the Parties agree constitutes a Manifest Error, or which the Parties agree should be unwound, shall be void. Where one Party notifies the other of a Manifest Error and the other does not agree that such Manifest Error has arisen (and such Party shall not disagree unreasonably), the Parties shall use best endeavours (acting in good faith) to reach agreement on the appointment of a suitable third Party (with costs for such appointment to be borne by M-DAQ) who shall make a determination on the existence of the Manifest Error, and the Parties shall treat such determination as binding. Each Party shall return to the other all amounts received from the other in respect of any Trade constituting a Manifest Error or which the Parties otherwise agree should be unwound or relevant part thereof, Client reserves all rights that Client may have under this Terms and Conditions and in law. Nothing herein shall prejudice or otherwise constitute any waiver of Client’s rights thereof. M-DAQ shall provide the Client with a report confirming the unwinding of the Trade or relevant part thereof.
9.3. Where a Force Majeure Event occurs in M-DAQ’s reasonable opinion that makes it reasonably impracticable to make or receive payment in a Transaction Currency or Base Currency, such payment shall be moved to the next Business Day, until such time as it becomes possible to make or receive such payment. M-DAQ shall promptly provide the Client with reasonable evidence of the existence of such a Force Majeure Event.
10. Payment, Aggregation, and Settlement
10.1. The Client shall ensure, upon communicating a Transaction to M-DAQ, that its Settlement Account contains sufficient funds for the settlement of the proposed Trades in each relevant Transaction Currency or Base Currency.
10.2. The settlement of all liabilities to either Party under this Terms and Conditions shall be made free from and without set-off, counterclaim, or deduction on account of expense or otherwise.
10.3. On each Settlement Day, M-DAQ shall settle in cleared funds the aggregate Transaction amount in the relevant Transaction Currency or Base Currency (as applicable) due from M-DAQ less any amounts due to M-DAQ in respect of all Trades specified as due for settlement on that Settlement Day to the Client’s Settlement Account specified in the relevant Client Profile.
10.4. The details of the Client’s Settlement Account and M-DAQ’s accounts to be used for the purposes of settlement under this Clause 10 shall be agreed between the Parties from time to time prior to relevant Transactions being communicated to M-DAQ.
10.5. If on any Settlement Day amounts would otherwise be payable in the same currency in respect of any Trade by each Party to the other, then, on such Settlement Day, each Party’s obligations to make payment of any such amount will be automatically satisfied and discharged provided that, if the aggregate amount that would otherwise have been payable by one Party exceeds the aggregate amount that would otherwise have been payable by the other Party, the Party by whom the larger amount would have been payable shall pay to the other Party the difference between the larger aggregate amount and the smaller aggregate amount.
11. Pricing Adjustments
11.1. Notwithstanding the application of a given Rate Sheet, M-DAQ reserves the right to adjust the Exchange Rate up to five (5) times per calendar year.
11.2. M-DAQ shall give the Client two (2) hours’ notice to adjust the Exchange Rate, upon the expiry of which notice period the adjusted Exchange Rate shall take effect. Client will implement such adjustments on its systems accordingly. Such adjustments to the Exchange Rate under this paragraph 11 shall not be made more than once every six (6) hours.
11.3. The Service Fee (including the risk premium component) and the Client Spread are subject to review every six (6) months. Either Party may then initiate a review and subject to mutual agreement from the other Party, the revised Service Fee and/or Client Spread will take effect via an amended and restated Client Profile.
12. Fees, costs, expenses, and tax
12.1. Each Party shall be responsible for all applicable fees, costs and expenses incurred by the Party in performing this Terms and Conditions. Any fees charged by banks for M-DAQ to transfer the settlement funds to the Client’s Settlement Account shall be borne by M-DAQ. For the avoidance of doubt, the Client is responsible for all computer hardware and software, equipment, network facilities, and other resources and facilities which the Client uses for the purposes of accessing the M-DAQ Aladdin Service and which does not form part of the M-DAQ Aladdin System.
12.2. Each Party shall be responsible for all taxes on its own income. Singapore goods and services tax (i.e. “GST”), howsoever described, is chargeable in respect of the supply made by M-DAQ in the provision of the M-DAQ Aladdin Service, and such GST shall be computed based on the value of the Service Fee and invoiced by M-DAQ at the end of each month. The Client shall pay the amount of that GST in addition against the issue of a valid tax invoice which complies with the Singapore Goods and Services Tax Act (Chapter 117A) from M-DAQ, which shall specify the amount of GST payable.
12.3. Each Party agrees to do all things, including providing tax invoices and other documentation that may be necessary or desirable to enable or assist the other Party to claim any credit, set-off, rebate or refund in relation to any amount of tax paid or payable in respect of any supply under this Terms and Conditions.
13. Intellectual Property Rights
13.1. M-DAQ grants the Client a non-exclusive, transferable, royalty-free, worldwide and personal licence to use (but not modify) the M-DAQ Aladdin Service, solely for the Client’s internal use (including for viewing data, and communicating Transactions, generating settlement reports and for use on the Client’s platforms. All rights not expressly granted are reserved. The Client acknowledges that all intellectual property rights in the M-DAQ Aladdin Service (as modified from time to time), including the trademark M-DAQ Aladdin, belong to M-DAQ or its licensors and are protected under Applicable Regulations.
13.2. Except expressly agreed to in writing by the Parties, nothing in this Terms and Conditions shall be deemed to grant or assign to the M-DAQ by Client any ownership rights, license rights, or interests of any kind in the Client’s products, services or technology or in the Client’s Intellectual Property Rights or proprietary rights.
14. System Security
14.1. The Client may access the M-DAQ Aladdin Service only through a Logon or other similar means of controlled access provided by M-DAQ to the Client. The Client must keep each Logon issued to it confidential and ensure that it is used only by the individual or system for whom it has been issued. The Client is liable for all use or misuse of any such Logon and will comply with all reasonable instructions notified to the Client from time to time relating to any such Logon. All transmissions through use of the Client’s Logon are deemed to be authorised by the Client and constitute its use. The Client will promptly inform M-DAQ if the Client suspects that the confidentiality, security or functionality of any Logon or the M-DAQ Aladdin System has been compromised.
14.2. The Client represents that it shall at all times maintain appropriate and up to-date technical safeguards to ensure that the systems it uses for the purpose of the M-DAQ Aladdin Service are protected from viruses, trojans and other malware, and that such malware cannot be transferred to or otherwise adversely affect the M-DAQ Aladdin System, such safeguards to include scans of all data or information to be electronically transmitted to M-DAQ and received from M-DAQ.
14.3. Where either M-DAQ or the Client (in either case, the Affected Party) determines that the continued performance by either Party of its obligations under this Terms and Conditions carries an imminent risk of viruses, trojans or other malware being transmitted to and damaging the systems or software of the Affected Party (a Security Threat), the Affected Party shall be entitled to notify the other Party accordingly. Upon receipt of such notification by the other Party, the Parties shall suspend the performance of their respective obligations under this Terms and Conditions and shall work with each other to resolve the Security Threat to their reasonable satisfaction as soon as practicable. The Parties shall resume the performance of their obligations under this Terms and Conditions immediately upon agreeing that the Security Threat has been satisfactorily resolved. For the avoidance of doubt, the suspension of a Party’s performance of its obligations under this clause 14 shall not affect the liabilities of that Party which may be outstanding under this Terms and Conditions at the point of the suspension.
15. Representations and warranties
15.1. Each Party represents and warrants that:
15.1.1. It is duly incorporated in its respective jurisdiction and has the authority and capacity to enter into and perform its obligations under this Terms and Conditions in accordance with its constitutional documents.
15.1.2. At the date of communicating or processing each Transaction (as applicable), that by communicating or processing Transactions, and by entering into corresponding Trades, it will not violate any regulation (including without limitation any regulatory registration or licensing requirements) applying to the provision or use of the M-DAQ Aladdin Service.
15.2. The Client:
15.2.1. The Client agrees to use the M-DAQ Aladdin service only to convert or hedge bona fide business and not for the purpose of entering into speculative trades or for arbitraging foreign exchange rates.
15.2.2. The Client agrees not to use the M-DAQ Aladdin Service to provide a foreign exchange rate benchmarking service or otherwise distribute any Exchange Rate (or any derivative thereof) to any third Party without M-DAQ’s prior written consent.
15.2.3. The Client agrees not to intentionally affect the outcome of the M-DAQ Aladdin Service to ensure that Transactions are processed or Trades are executed on terms that are more favourable to the Client than those which would otherwise apply under the M-DAQ Aladdin Service (including adapting a settlement process so as to affect the point at which a Transaction becomes Business Completed, by communicating any Transaction for processing on the basis of a Fixed Client Rate where the Transaction does not relate to Business Undertaken that has occurred in the Rate Sheet Active Period, or where the Transaction has an incorrect Trade Time Stamp).
15.2.4. To the extent that the Client does not have direct access information on Transactions but receives such information from another person, the Client agrees to procure that such other person will communicate all information to the Client which the Client requires to comply with its obligations under this Terms and Conditions.
15.2.5. The Client represents and warrants that it does not rely on any tax or investment advice from M-DAQ or its Affiliates; and that M-DAQ does not act as fiduciary in respect of any Trade under this Terms and Conditions.
15.2.6. The Client represents and warrants that all the information contained within each Client Data File is true based on the requirements set out in the Product Specification.
15.2.7. The Client undertakes to give M-DAQ two (2) Business Days’ prior notice of any changes to a Client Specified Business which are likely to have a material impact on the notional volume of Transactions communicated to M-DAQ under the M-DAQ Aladdin Client Agreement.
15.3. M-DAQ represents and warrants that it owns all rights including intellectual property rights in the M-DAQ Aladdin Service (and where any relevant intellectual property right is not held or established yet, M-DAQ represents and warrants that it has commenced the process of obtaining, registering and filing such intellectual property right in the relevant jurisdiction), that it has the full rights and power to grant to the Client the personal licence to use the M-DAQ Aladdin Service under this Terms and Conditions, and that the Client’s use of the M-DAQ Aladdin Service does not violate or infringe on any personal or property rights, including without limitation any intellectual property rights, of any other person.
16. Disclaimers and Limitations
16.1. The platform is provided “as is” and M-DAQ does not make any representation or warranty regarding: (1) the availability, accessibility, currency, accuracy, or completeness of the Platform; (2) the results to be obtained by Client or anyone else from the use of the Platform; (3) any third party content accessible on or through the Platform; and (4) the continued operation of the Platform at any time.
16.2. M-DAQ disclaims any and all express and implied warranties and conditions including without limitation warranties and conditions as to quality, fitness for purpose, and non-infringement; and does not warrant that the Platform or Platform Content will be uninterrupted or error free, that defects will be corrected, or that the Platform, the servers from which it is made available or any connected system is free of viruses, trojan horses, worms, software bombs, or similar items or processes or other harmful components.
16.3. Use of the Platform is at Client’s own risk and Client assumes full responsibility and risk of loss resulting from use of or access to the Platform.
16.4. M-DAQ (including its affiliates, employees, and agents) shall not be liable for any loss, damage, or claim arising directly or indirectly as a result of (1) content on the Platform; (2) any errors in or omissions from the Platform; (3) use of or access to the Platform; (4) Client’s inability to access or use the Platform for any reason; (5) any failure by the Platform to transmit, or any delay in the transmission or the receipt by M-DAQ of any Instruction, any rejection or non-execution of any Instruction or any failure of the Platform to transmit, or any delay in the Transmission or the receipt by the client of, any notification that any Instruction has or has not been executed; or (6) any unauthorised access to the Platform or any other means of communication used in accordance with this Terms and Conditions.
16.5. M-DAQ shall not be liable for any (1) loss of profits, revenue, savings, or any other economic loss, (2) loss of business or goodwill, (3) loss of or damage to data or information, (4) wasted or lost management time, or (5) indirect, consequential or special loss arising from Client’s use of or access to the Platform.
16.6. M-DAQ shall not be liable for any failure to perform any obligation under these platform terms or from any delay in the performance thereof, due to causes beyond its reasonable control, including industrial disputes of any nature, acts of God, acts of a public enemy, acts of government, failure of telecommunications, exchange or market rulings or suspension of trading, sabotage, pestilence, terrorism, hacking, lightning or electro-magnetic disturbances, earthquake, flood, fire, or other casualty.
16.7. Except for fraud or personal injury or death caused by M-DAQ’s negligence, M-DAQ’s total liability arising out of this Terms and Conditions or in connection with Client’s access and/or use of the Platform is limited to the sum of S$10,000.
17. Indemnification
17.1. Client shall indemnify and hold harmless M-DAQ and its affiliates, employees, and agents for any claim by a third party in relation to the Client’s use of the M-DAQ Aladdin Service arising from any material breach of this Terms and Conditions by the Client’s gross negligence, wilful default, or fraud arising in the course of use of the M-DAQ Aladdin Service.
18. Term and Termination
18.1. This Terms and Conditions shall take effect on the Contract Date for the period of one (1) year and will automatically renewed annually for each subsequent year on the anniversary of the Contract Date (“Term”) unless it is terminated early in accordance with this Clause 18.
18.2. Either Party (the “Affected Party”) may terminate this Terms and Conditions immediately and without any liability to the other Party if:
18.2.1. the Affected Party determines that the continued performance of this Terms and Conditions puts the affected Party or the other Party in material breach of Applicable Regulations; or
18.2.2. to the maximum extent permissible under applicable law, the other Party is the subject of an Insolvency Event.
18.3. Either Party may terminate this Terms and Conditions immediately without reason by giving thirty (30) days’ written notice to the other Party.
18.4. Where one Party (“Notifying Party”) has reasonable grounds to believe that the other Party (“Default Party”) is in breach of this Terms and Conditions, it shall provide written notice to the Default Party. If upon the expiry of ten (10) Business Days following receipt of the notice from the Notifying Party, the Default Party has not demonstrated to the reasonable satisfaction of the Notifying Party (acting reasonably) that it has rectified or remedied the breach, the Notifying Party shall be permitted to terminate this Terms and Conditions immediately and without any liability to itself.
18.5. Neither M-DAQ nor the Client shall be in breach of this Terms and Conditions nor liable for delay in performing, or failure to perform, any of its obligations under this Terms and Conditions if such delay or failure results from a Force Majeure Event. In such circumstances the affected Party shall be entitled to request the Party not affected to agree to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for ten (10) Business Days, the Party not affected may terminate this Terms and Conditions immediately by giving notice to the affected party.
18.6. Any termination of this Terms and Conditions shall not affect any accrued rights or liabilities of either Party, nor shall it affect the coming into force or the continuance in force of any provision of this Terms and Conditions which is expressly or by implication intended to come into force or continue in force on or after termination.
18.7. Save for the Termination Settlement Amount, this Terms and Conditions shall remain in effect with respect to all Trades that have not been settled at the Early Termination Date, and both Parties shall continue to be bound by all of their obligations and both Parties shall continue to be entitled to all of their respective rights under this Terms and Conditions in respect of those Trades.
18.8. At the Early Termination Date, M-DAQ shall accept or process no further Expected Transactions or Transactions and execute no further Trades, and no further payments under Clause 10 will be required to be made in respect of the Terminated Transactions. As soon as reasonably practicable following the Early Termination Date:
18.8.1. The Termination Settlement Amount which shall be payable by one party to the other no later than ten (10) Business Days following the relevant Party’s receipt of such notification. The Termination Settlement Amount shall be agreed by both Parties. If there is any dispute, both Parties may jointly appoint an independent third-party dealer with relevant experience in foreign exchange trading to determine the Termination Settlement Amount (and such determination shall be binding and conclusive), with the costs of appointing such independent third-party dealer to be equally shared by both Parties.
18.8.2. Where the Termination Settlement Amount is a positive number, the Client shall pay it to M-DAQ. Where the Termination Settlement Amount is a negative number, M-DAQ shall pay the absolute value of that amount to the Client.
18.9. The Termination Settlement Amount can be determined as of the Early Termination Date, or, if that is not reasonably practicable, as of the earliest date thereafter as is reasonably practicable.
18.10. Where the Termination Settlement Amount is payable by one Party to the other Party, the Party shall pay the Termination Settlement Amount to the other Party together with (to the extent permitted under law) interest thereon (both before and after judgment) in the Termination Currency from (and including) the date on which the period of ten (10) Business Days referred to in Clause 18.9 expires to (but excluding) the date such amount is paid at two (2) per cent over the Singapore Interbank Offered Rate.
18.11. All intellectual property licences shall terminate automatically on the Early Termination Date.
19. Data Protection
19.1. By accessing and/or using the Platform, Client consents to M-DAQ collecting, using, disclosing, or otherwise processing Client’s or the Client’s representatives’ personal data in accordance with the Personal Data Protection Act. Some examples of personal data which M-DAQ may collect include name, government identification number, email address, employment information, and financial information. Please see M-DAQ’s Data Protection Notice at www.m-daq.com/privacy-policy for more information.
20. Miscellaneous
20.1. M-DAQ may assign or transfer any of its rights under this Terms and Conditions and may delegate or subcontract the performance of any obligation under this Terms and Conditions. Unless expressly agreed by M-DAQ, Client may not assign its rights or obligations under this Terms and Conditions and any purported assignment shall be void.
20.2. M-DAQ may vary or amend the Platform at its sole discretion at any time. Any amendments to the Platform or products to which the Client has been granted access will be displayed on the Platform or otherwise communicated to Client and Client shall be deemed to accept such amendment if it continues to access or use the Platform.
20.3. This Terms and Conditions, the Order Form and the M-DAQ Platform Standard Terms and Conditions constitutes the entire agreement of the parties regarding Client’s access and use of the Platform for the M-DAQ Aladdin Service and supersedes all prior written or oral agreements and representations. If there is any inconsistency between this Terms and Conditions and a product-specific agreement between Client and M-DAQ, that other agreement shall prevail.
20.4. No failure or delay on the part of M-DAQ in exercising any right or remedy under this Terms and Conditions shall operate as a waiver of, or impair, any such right or remedy. No single or partial exercise of any right or remedy shall preclude any other or further exercise thereof or the exercise of any other rights or remedies. No waiver of any right or remedy shall be deemed a waiver or modification of any other right or remedy under this Terms and Conditions.
20.5. If any specific provision of this Terms and Conditions is held to be unenforceable, that determination shall not affect the validity of any other provision of this Terms and Conditions, and all such provision shall be interpreted to been forceable to the fullest extent under Applicable Law.
20.6. Schedules and amendments may be incorporated by specific reference to this Terms and Conditions. The terms of those schedules and amendments shall prevail if there is any inconsistency with this Terms and Conditions.
21. Governing Law and Jurisdiction
21.1. This Terms and Conditions and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, the laws of the Republic of Singapore.
21.2. Any dispute arising out of or in connection with this Terms and Conditions shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore; the Tribunal shall consist of three arbitrator(s); and the language of the arbitration shall be English.