These terms (the “Terms”) form a binding agreement between you, the client (“you” or “your”), and Davis Park Management Pte. Ltd. (“Davis Park Management”, “we”, “us” or “our”). By opening, holding or continuing an advisory mandate with us, you confirm that you have read, understood and accepted the provisions below.
1. Scope of the Agreement
These Terms govern each service we provide and every transaction carried out in connection with your advisory mandate. They apply together with any mandate letter, fee schedule or supplementary terms we may issue, which as a whole constitute the entire agreement between us. Where a specific written agreement conflicts with these Terms, the specific agreement prevails to the extent of that conflict.
2. Amendment of these Terms
We may amend these Terms from time to time. Changes that are administrative, or that do not materially affect your rights, take effect when we publish them or otherwise notify you. Changes that materially affect your interests take effect thirty (30) calendar days after we have given you written notice. If you continue to hold or use your mandate after an amendment takes effect, you are treated as having accepted it. Should you not wish to accept a material change, you may close your mandate under clause 9 before that change takes effect.
3. Client Representations, Warranties and Indemnity
By accepting these Terms you represent and warrant to us, on a continuing basis, that:
Authority and capacity: you have full legal power, authority and capacity to enter into and perform this Agreement, and, where you act for another person or an entity, you are duly authorised to do so.
Awareness of risk: you understand that investment carries risk, and that certain strategies or instruments may result in the loss of some or all of the capital committed.
Lawful conduct: you will comply with all laws and regulations that apply to you, including those governing tax, anti-money-laundering, sanctions and the source of your funds.
Accuracy of information: the information you provide is true, complete, current and not misleading, and you will inform us promptly of any material change to it.
Indemnity: you agree to indemnify us, and to keep us indemnified, against any loss, liability, claim, cost or expense we reasonably incur arising from your breach of these Terms, from any inaccurate or misleading information you supply, or from your failure to meet an obligation owed to us, save to the extent that such loss is caused by our negligence, wilful default or fraud.
4. Client Obligations
Instructions: you are responsible for the authenticity and accuracy of every instruction, order or communication given under your credentials or on your behalf, and we may act on any instruction we reasonably believe to be genuine.
Security of access: you must keep your passwords, access codes and security details confidential, and notify us without delay if you suspect they have been lost, disclosed or misused.
Protective action: where reasonably necessary to protect our legitimate interests, or to comply with law or regulation, we may act without prior notice, and we will not be liable for any resulting loss save to the extent it arises from our negligence, wilful default or fraud.
5. Fees and Charges
Fees and billing basis: any fees payable to us, where applicable, together with the basis on which they are charged, are agreed separately or set out in a fee schedule or other written arrangement. You remain responsible for third-party charges, including brokerage, custody, platform and bank charges, taxes and duties, and for any costs arising from the implementation of decisions.
Commission: we charge commission and fees in connection with the purchase and sale of securities. Such fees are applied as a fixed amount corresponding to each transaction, namely a commission of one per cent (1%) on the purchase and sale of all securities carried out by us.
Taxes: unless agreed otherwise, all fees are stated exclusive of any applicable goods and services tax or similar taxes.
6. Risk Statement
The value of investments may rise or fall, and returns are not assured. Past performance is not a reliable indicator of future results. Movements in markets, in liquidity and in currency or reference rates may reduce the value of capital, in some cases materially. Unless we have agreed in writing to do so, we do not monitor your holdings on a continuous basis. No assurance, guarantee or warranty as to profit or outcome is given, whether express or implied.
7. Advisory Scope
Our service is advisory and non-discretionary: the decision to act on any recommendation rests with you. Recommendations are formed from information we believe to be reliable at the time, which may nonetheless be incomplete or subject to change. Nothing we provide constitutes a binding offer to deal, nor does it amount to legal, tax or accounting advice. You should obtain independent professional advice where it is appropriate to your circumstances.
8. Confidentiality and Data Protection
We treat the information you provide as confidential and process it in accordance with our Privacy Policy and with applicable data protection law, including the Personal Data Protection Act 2012 of Singapore and, where it applies to you, the General Data Protection Regulation. We may disclose your information where required by law or regulation, to our professional advisers, or to service providers engaged on your behalf under duties of confidentiality.
9. Termination
By you: you may terminate your mandate by written notice to us at any time.
By Davis Park Management: we may terminate your mandate on one (1) month’s written notice, or with immediate effect where you are in serious or persistent breach of these Terms, or where we are required to do so by law or regulation.
Effect of termination: termination does not affect any right or obligation that has already accrued. Transactions in progress will be completed, outstanding amounts remain payable, and any assets we hold will be transferred in accordance with your instructions and with applicable law and regulation.
10. Limitation of Liability
Nothing in these Terms limits or excludes any liability that cannot lawfully be limited or excluded. Subject to that, we are not liable for any indirect or consequential loss, or for any loss of profit, opportunity or anticipated saving, and our liability to you is limited to loss caused directly by our negligence, wilful default or fraud.
11. Acceptance and Governing Law
Entire agreement: these Terms, together with any mandate letter, fee schedule and supplementary terms we issue, form the entire agreement between us and supersede any earlier understanding, unless expressly preserved in writing.
Severability: if any provision is found to be invalid or unenforceable, the remaining provisions continue in full effect.
No waiver: any delay or failure by us to exercise a right does not amount to a waiver of that right.
Governing law: these Terms are governed by the laws of Singapore, and you and we submit to the non-exclusive jurisdiction of the courts of Singapore.
Acceptance: by signing the application, or confirming it electronically, you acknowledge that you have read, understood and accepted these Terms.
