M-DAQ FX Standard
Terms and Conditions

M-DAQ FX Standard Terms and Conditions

Last updated: 24 September 2024

This M-DAQ FX 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 spot FX solutions such as"MyFX" offered by M-DAQ Global Pte. Ltd. and/or any of its affiliates (each and collectively "M-DAQ") and spot FX orders made through M-DAQ’s platform(s) with foreign exchange trading functionalities (the "Platform"). By accessing and/or using M-DAQ spot FX solutions, 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.

1. General

1.1. Client’s access to and use of the Platform shall be in accordance with and subject to any specifications of use as shall be specified by M-DAQ or provided on the Platform and any other terms provided on the Platform ("Specifications"). M-DAQ may vary or amend such Specifications of use at any time.

1.2. Each foreign exchange transaction shall be settled in accordance with customary market practice and applicable laws.

2. Prices

2.1. 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 Client may act on any Price by submitting an Instruction (as defined below) before such Price expires or is withdrawn by M-DAQ.

2.2. Client may request different or additional Prices by indicating through the Platform or other agreed means of communication to M-DAQ. M-DAQ may accede to such requests by providing new or additional Prices through the Platform on an exceptional basis. Such provision of new or additional Prices does not oblige M-DAQ to provide the same Prices in future.

2.3. M-DAQ may at its sole discretion provide different Prices from client to client and change or withdraw Prices from the Platform without notice.

3. Instructions

3.1. Client may act on a Price by submitting an instruction in accordance with the Specifications ("Instruction"). Each Instruction must comply with the following requirements: (1) the Price is valid and not expired or withdrawn; (2) the currency pair is supported; (3) the amount is within Client’s trading limit as determined by M-DAQ in its sole discretion; (4) all mandatory information or supporting documentation is provided to M-DAQ through the Platform or otherwise.

3.2. M-DAQ is not obliged to accept any Instruction, such as Instructions which do not comply with the requirements above. Notwithstanding, M-DAQ may at its sole discretion accept non-compliant Instructions but such acceptance of non-compliant Instructions does not oblige M-DAQ to accept non-compliant Instructions in future.

3.3. Instructions not accepted within a reasonable time shall be deemed rejected and with the status of such Instructions available on the Platform.

4. Transactions

4.1. An Instruction entered by Client may be executed or rejected by M-DAQ at its discretion in accordance with the criteria set forth in these Terms and Conditions. M-DAQ may reject an Instruction on any reasonable basis, including but not limited to breach of the Acceptable Use Policy in Clause 5 below.

4.2. Except as otherwise expressly agreed in writing, nothing on this Platform is an offer which can be accepted by Client so as to create contractual obligations without further action by M-DAQ. M-DAQ does not provide any advice with respect to the use of the Platform; and the Platform provides general information only; it is not intended as financial advice or as an offer, invitation, solicitation or recommendation of securities or other financial products and is not personalised or in any way tailored to reflect Client’s particular investment objectives, financial situation, or needs; and Client should obtain independent financial advice that addresses its particular investment objectives, financial situation, and needs before making investment decisions.

5. Acceptable Use Policy

5.1. Client’s use of the Platform shall be subject to all applicable laws, statutes, rules and regulations (whether domestic or foreign), orders of competent governmental, legal or regulatory authorities, agreements with or between such authorities and the interpretations of any such authority, including in particular all foreign exchange controls and regulations ("Applicable Law"). Client is responsible for ensuring that it lawfully accesses and uses the Platform and the services and content offered on or through it ("Platform Content"). M-DAQ is entitled to assume without any duty to verify that any Instruction made by a person on behalf of the Client (1) is from Client; (2) originates from the location that has been associated with Client on M-DAQ’s records; and (3) is authorised by Client.

5.2. Client shall use the Platform only for Client’s own business purposes and only in conformity with this Terms and Conditions, the M-DAQ Platform Standard Terms and Conditions and Applicable Law.

5.3. Client will not use the Platform or any feature of the Platform to post or transmit inappropriate information, including without limitation any information that may be deemed obscene, libellous, harassing, fraudulent, or slanderous, or post or transmit any information, software, or other material that is an invasion of privacy or publicity rights, or which is in breach of any copyright, trademark, service mark, or other proprietary right.

5.4. Client has in place security systems and procedures, which are reasonably designed and applied to prevent unauthorised use or misuse of the Platform and will ensure that authorised users and all other employees comply with all such security measures.

5.5. Client has obtained or will obtain and will maintain all notifications, authorisations and approvals and will provide all such information to its regulators as is required under Applicable Law for Client to use the Platform and enter into any transactions through the Platform ("Transactions"), and perform Client’s obligations under those Transactions and this Terms and Conditions.

5.6. Client will be fully responsible for any use or misuse of the Platform or by any other individual or entity which is able to access the Platform as a result of Client’s failure to observe and protect the security procedures as required by this Terms and Conditions.

6. Prices, Instructions and Transactions

6.1. Prices made available on the Platform are indicative only and may be subject to change. They shall not be regarded as an offer, invitation, or advice to execute a Transaction or a solicitation of Client to make any offer, invitation or place an order with M-DAQ. If Client wishes to make an offer to (1) enter into a Transaction; or (2) amend an existing Transaction, it shall use the Platform in the manner described to transmit Instructions to M-DAQ.

6.2. Client is responsible for all instructions, messages, oral communication, telex, facsimile or other communications (including bids and offers) made through the Platform associated with the Client’s identity, and such instructions, messages, oral communication, telex, facsimile or other communications (including bids and offers) shall be binding on Client.

6.3. Client shall act for its own account and will be liable as a principal in respect of all Transactions and confirmation of Transactions through the Platform ("Confirmations") and Client accepts the risks associated with the means of communication selected. Client shall have and M-DAQ is entitled to assume without duty to verify that Client has full power, capacity, authority, and legal right to enter into Transactions and/or Confirmations. The Transactions and/or Confirmations constitute Client’s legal, valid, and binding obligations enforceable in accordance with their terms.

6.4. Client transmits Instructions to M-DAQ at Client’s own risk and agrees that M-DAQ will not be required to acknowledge receipt of any Instruction prior to processing such Instruction. Client will not have a binding Transaction with M-DAQ until a confirmation of acceptance of that Transaction, including executed exchange rate, is transmitted by M-DAQ to Client. Client understands and agrees that M-DAQ will accept and work orders on a best-efforts basis.

6.5. M-DAQ, in its sole discretion, may refuse to act on any Instruction, and may from time to time restrict trading in certain financial instruments. M-DAQ may reject, cancel, or rescind any Transaction, or amend or vary the terms of any Transaction, in each case executed through the Platform including but not limited to circumstances in which (1) the Transaction was executed based on erroneous rates or prices, during a period of market volatility and/or constrained liquidity, in contravention or violation of any law or regulation or in circumstances illegal or improper and/or (2) the Confirmation was generated due to Platform error. Any such rejection, cancellation, rescission, amendment, or variation as set out in this paragraph will be communicated to Client as soon as reasonably practicable and where the terms of such Transaction have been amended or varied, the confirmation reflecting such amendment or variation shall supersede previous confirmations and constitute the prevailing record of the binding Transaction.

7. Settlement and Payment

7.1. Client agrees to pay all amounts payable by Client in respect of any Transaction that Client effects using the Platform as those amounts become due regardless of any right of set-off or counterclaim that Client may have against M-DAQ with regard to such Transaction on the Platform and free and clear of, and without withholding or deduction for, any taxes of whatever nature, unless required by Applicable Law.

7.2. M-DAQ’s obligation to settle any Transaction is conditional upon M-DAQ’s receipt on or before the due date for settlement (or satisfactory confirmation of such receipt by M-DAQ’s settlement agents) of all necessary documents, funds, or financial instruments due to be delivered by Client or on Client’s behalf on such due date. M-DAQ may make deductions or withholdings from payments to the extent required by Applicable Law. Client is responsible for all taxes and similar or related amounts which are payable as a result of the Transactions that Client effects using the Platform and Client will reimburse M-DAQ or its affiliates to the extent such taxes are borne by M-DAQ or its affiliates to the extent such amounts are not deducted or withheld. Client shall always keep M-DAQ and its affiliates indemnified against all claims in relation to taxes. Neither M-DAQ nor its affiliates are obliged to contest any demand made by any governmental or regulatory authority for such taxes. M-DAQ shall not be responsible for deductions or withholdings made by third parties from payments received by M-DAQ on Client’s behalf.

7.3. In the event of a Currency Disruption Event, M-DAQ shall pay amounts due under a Transaction to Client’s or other account designated by Client with the refund of the original currency provided this is permitted by M-DAQ’s liquidity providers and prevailing applicable laws and regulations. Otherwise, M-DAQ may pay such amounts due in a currency other than the Payment Currency at an exchange rate as determined by any of M-DAQ’s liquidity providers.

For the purpose of this Clause, "Currency Disruption Event" means any event or circumstance determined by M-DAQ in good faith to be (1) impossible, illegal, or not reasonably practicable to deliver amounts due under a Transaction to Client’s designated account in the Payment Currency; or (2) directly or indirectly limiting or prohibiting M-DAQ’s ability to convert to or from the Payment Currency.

7.4. Client shall not have any right of set-off or counterclaim against M-DAQ.

8. Intellectual Property Rights

8.1. M-DAQ has exclusive ownership of, licenses, and/or rights to use the Platform and all Platform Content (including, without limitation, any proprietary algorithms embedded therein), as well as all related copyrights, trademarks, service marks, patent rights, and trade secrets and any other intellectual property rights therein (registered or unregistered) including any applications, anywhere in the world.

8.2. M-DAQ retains all rights, title, and interests in the Platform and any derivative works thereof. Client’s use of the Platform by virtue of the limited licence granted in accordance with this Terms and Conditions does not confer any right, title, or interest in the Platform.

8.3. Client shall not (1) disclose, sell, lease, transfer, make derivative works from, reproduce, redistribute, or otherwise disseminate all or any part of the Platform or Platform Content to any third party, or (2) copy, alter, decompile, or reverse engineer any of the Platform or Platform Content.

8.4. Client shall not remove, obscure, or change any copyright or other notices contained in the Platform or Platform Content.

9. Disclaimers and Limitations

9.1. 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.

9.2. 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.

9.3. 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.

9.4. Except for fraud or personal injury or death caused by M-DAQ’s negligence, 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 matters including but not limited to: (1) use of or access to the Platform; (2) Client’s inability to access or use the Platform for any reason; or (3) any unauthorised access to the Platform or any other means of communication used in accordance with this Terms and Conditions.

9.5. 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, indirect, or special loss arising from Client’s use of or access to the Platform.

9.6. 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.

9.7. 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.

10. Indemnification

10.1. Client shall indemnify and hold harmless M-DAQ and its affiliates, employees, and agents on a full indemnity basis from and against any claim, damage, loss, cost, or liability arising directly or indirectly from (1) Client’s use of or inability to use the Platform or any Platform Content; or (2) any breach by the Client of this Terms and Conditions.

11. Data Protection

11.1. 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.

12. Miscellaneous

12.1. 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 (but not the liability for such 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.

12.2. 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.

12.3. 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 spot FX services 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.

12.4. 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.

12.5. 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 be enforceable to the fullest extent under Applicable Law.

12.6. 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.

13. Governing Law and Jurisdiction

13.1. 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.

13.2. 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.