M-DAQ Platform Standard Terms and Conditions

M-DAQ Platform Standard Terms and Conditions

Last updated: 01 July 2024

This M-DAQ Platform Standard Terms and Conditions (this "Terms and Conditions") governs access by the relevant client listed in the corresponding order form / product agreement ("Client") to and use of the platform(s) operated by M-DAQ Global Pte. Ltd. and/or any of its affiliates (each and collectively "M-DAQ") for foreign exchange trading (the "Platform"). By using the Platform, Client acknowledges and agrees to the terms and conditions set out herein and other such contractual documents incorporated by reference to this Terms and Conditions.

1. Description of Services

1.1. The Platform consists of one or more of the products listed in the product agreement(s) incorporated by reference to this Terms and Conditions, as more fully described in written information separately provided, and as may be amended from time to time at M-DAQ’s sole discretion. Client may access and use some or all of the products as agreed to by Client and M-DAQ, and references herein to the Platform shall include those products to which Client has been granted access at such time.

2. Grant of Licence and Access

2.1. M-DAQ grants Client a non-exclusive, revocable, non-transferable, and limited licence to access and use the Platform in accordance with the terms herein.

2.2. M-DAQ may without notice and at its sole reasonable discretion, suspend, modify, or restrict Client’s access to the Platform.

3. Use of the Platform

3.1. 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 action made by a person on behalf of 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.

3.2. Client shall use the Platform only for Client’s own business purposes and only in conformity with this Terms and Conditions, any relevant Platform manual, and Applicable Law.

3.3. 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.

3.4. 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 the Authorised Users and all other employees comply with all such security measures.

3.5. 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, and perform Client’s obligations under those transactions and this Terms and Conditions.

3.6. 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.

3.7. 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.

4. Pricing

4.1. M-DAQ provides prices through the Platform for foreign exchange spot, swap, and forward transactions, in such amounts, currency pairs, and tenors or value dates as determined by M-DAQ at its sole discretion.

4.2. Prices take into account, among other things, the currency, size of the order, and market conditions (such as liquidity and volatility). Prices may also include a discretionary margin (which may not be uniform across different counterparties and/or transactions) as determined by M-DAQ in good faith and aiming to be set in excess of its costs, which include relevant business costs, costs of capital, credit costs, execution venue, and settlement fees.

4.3. Prices are indicative only and may be subject to change. Prices shall not be regarded as an offer, invitation, or advice to execute an order or a solicitation of Client to make any offer or submit any order with M-DAQ.

5. Order Handling

5.1. If Client wishes to act on a price, Client shall use the Platform in the manner described by M-DAQ to submit an order to M-DAQ. Each order 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 at its sole discretion; and (4) all mandatory information or supporting documentation is provided by Client to M-DAQ through the Platform or otherwise.

5.2. Client is responsible for all instructions, messages, oral communication, telex, facsimile or other communications (including bids and offers) made through the Platform associated with Client’s identity, and these constitute binding offers by Client valid for acceptance by M-DAQ and Client accepts the risks associated with the means of communication selected.

5.3. Client shall act for its own account and will be liable as a principal in respect of all orders through the Platform. 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 submit orders.

5.4. M-DAQ will take all reasonable steps to execute orders for Client. M-DAQ weighs the relevant execution factors in the context of its general business and available market information, taking into account price, cost, speed, likelihood of execution and settlement of execution, size, and other relevant factors when executing an order.

5.5. M-DAQ has no obligation to accept orders and/or enter into any transaction and may, at its sole discretion, accept or reject orders. During the period between the time Client submits an order and the point at which it is accepted by M-DAQ, Client may be exposed to the risk that the order may not be accepted. Orders are not binding until M-DAQ confirms acceptance to the Client. Orders not accepted within a reasonable time shall be deemed rejected.

5.6. M-DAQ may at its sole discretion may refuse to act on any order. M-DAQ may reject, cancel, or rescind any order, or amend or vary the terms of any order, in each case executed through the Platform including but not limited to circumstances in which the order 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. 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 order have been amended or varied, the confirmation reflecting such amendment or variation shall supersede previous confirmations and constitute the prevailing record of the binding order. Client may have the right to cancel any order(s) only upon parties’ mutual agreement. Where Client does not accept such amended or varied terms of the order, and provided that the order has not been executed, Client can cancel the order directly, and M-DAQ shall refund Client’s funds within 2 business days. If the order has been executed, M-DAQ shall pay amounts due under such order to the Client’s account or other account designated by Client with the refund of (1) the original currency, provided only if this is permitted by M-DAQ’s liquidity provider(s) and prevailing Applicable Laws and regulations, or (2) the amounts due in a currency other than Payment Currency to be mutually agreed by both parties at an exchange rate as determined by M-DAQ’s liquidity provider(s).

6. Settlement and Payment

6.1. Client agrees to pay all amounts payable by Client in respect of any orders 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 and free and clear of, and without withholding or deduction for, any taxes of whatever nature, unless required by Applicable Law.

6.2. M-DAQ’s obligation to settle any order 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 orders 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.

6.3. Currency Disruption Events:

    6.3.1. "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 an order 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.

    6.3.2. In the event of a Currency Disruption Event, M-DAQ may pay amounts due under an order 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.

7. Intellectual Property Rights

7.1. 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. Intellectual property rights refers to and includes all (1) copyright, patent, know-how, domain names, trademarks, trade names, service marks, brand names, corporate names, logos and designs (whether registered or unregistered) and all goodwill associated therewith; (2) applications for registration and the right to apply for registration for any of the same; and (3) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world (including its application programming interfaces).

7.2. 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.

7.3. 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.

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

8. Disclaimers and Limitations

8.1. 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.

8.2. 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.

8.3. 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.

8.4. 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.

8.5. 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. 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.

8.6. 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. Indemnification

9.1. 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 Client of this Terms and Conditions.

10. Data Protection

10.1. Client consents for M-DAQ to monitor and keep records of Client’s access and/or use of the Platform.

10.2. By accessing and/or using the Platform, Client consents to M-DAQ collecting, using, disclosing, or otherwise processing Client’s or 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 http://www.m-daq.com/privacy-policy for more information.

11. Miscellaneous

11.1. 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.

11.2. M-DAQ may vary or amend the Platform at its sole discretion at any time. Any amendments to the Platform or products to which 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.

11.3. 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.

11.4. 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.

11.5. Schedules, product agreements, and amendments may be incorporated by specific reference to this Terms and Conditions. The terms of those Schedules, Product Agreements, and amendments shall prevail if there is any inconsistency with this Terms and Conditions.

12. Governing Law and Jurisdiction

12.1. 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.

12.2. 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 ("SIAC") in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") 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.