1

Introduction to these Terms

3

3.1


3.2

Your access to and use of the Online Trading Service

We grant to you a nonexclusive, non-transferable personal right to access and use the Online Trading Service to trade Securities and obtain information services through the Service Provider(s).

The Online Trading Service may not be available at certain times. In particular, there will be a daily downtime period (as advised on the Online Trading Service) when you will not be able to access the Online Trading Service. We may also periodically shut down the Online Trading Service and interrupt any automatic functions for the following reasons:

(a)

(b)

(c)

system and software maintenance;

seasonal holidays; and

any other event that we consider requires suspension of the Online Trading Service.

4

Your Logon ID and other passwords

(a)


(b)

(c)

not tell anyone your Logon ID or any other password or let anyone find out your Logon ID or other passwords even your family and friends;

not let anyone watch you enter your Logon ID or any other password; and

if you can, memorise your Logon ID and passwords and destroy any records of them, or if you cannot memorise them, disguise them in any record in such a way that others will not be able to decode them.

5

Protection of rights in the Online Trading Service and other materials

The Online Trading Service, Software, marketing information and other materials available on or via the Online Trading Service ("Online Trading Materials") are proprietary to us, the Service Providers and/or our respective agents, partners, licensors or contractors. All property rights in the Online Trading Materials are protected by copyright in Singapore, the United States and/or other countries, among other intellectual property protections that may apply. In addition to any specific conditions described in the schedule to these Terms in respect of any particular Service Provider, you undertake that you:

6

Opening a Securities Settlement Account

(a)


(b)

(c)

You must be a legal resident of the place where you open the Securities Settlement Account and 21 years of age or over.

A maximum of two account holders is permitted for any Securities Settlement Account.

Opening a Securities Settlement Account is conditional upon:

(d)

When you apply for a Securities Settlement Account, you will be required to provide the information and documents specified in the Online Trading Service Application Form and any additional information or documents that we may otherwise request from time to time.

7

Operation of the Securities Settlement Account

(a)

(b)

(c)

any amounts received by us for your account for the purpose of acquiring Securities;

any amounts received by us and/or our nominee for your account from the disposal or redemption of any Securities; and

any income or other payments received by us and/or our nominee for your account in respect of any Securities.

(a)

(b)

(c)


(d)

each of you may operate the Securities Settlement Account independently of the other(s), but not simultaneously;

you will each be jointly and severally bound by these Terms and any other relevant terms and conditions;

we may accept as deposits to the Securities Settlement Account any cheque or other negotiable instrument payable to any one or more of you; and

if one of you dies, the Securities Settlement Account will be closed and the balance in the Securities Settlement Account will be paid by us to the survivor(s).

(a)

(b)

all of you must authorise adding an additional person to operate the Securities Settlement Account; and

any of you may cancel an additional person's authority to operate the Securities Settlement Account.

7A

No pledge of Securities

8

Maintaining sufficient funds in your Securities Settlement Account

(a)

(b)

(c)


(d)

decline to place an order on your behalf with any broker or otherwise execute your Instructions;

force-sell any Securities held by us on your behalf;

transfer funds as necessary from any other accounts maintained by you with us without further instruction or sanction from you; and/or

advance the necessary funds to you for the purpose of fulfilling an order pursuant to your Instructions or paying any costs, fees or expenses, and debit the Securities Settlement Account with the amount of that advance.

(a)

(b)



(c)




(d)

you agree to pay interest on the amount advanced at the rate prescribed by us from time to time;

upon demand, you will discharge the debit balance on the Securities Settlement Account, and after demand (pending discharge) we will be entitled to charge default interest on the demanded amount at the rate prescribed by us from time to time;

if you fail to discharge the debit balance, we will be entitled (in addition to the remedy in clause 8.2(c)) to sell or otherwise liquidate (upon such terms and conditions as we think fit) such number of Securities held by us or our nominee for your account as is necessary to discharge the debit balance and remit the proceeds to the Securities Settlement Account; and

we may, in our absolute discretion and without any obligation to do so, set off such debit balance or the increase in the debit balance (as the case may be) on the Securities Settlement Account against any credit balance or balances which you may have in any other bank accounts with us without further instruction or sanction from you.

9

Entering into a Transaction

(a)

(b)

(c)

the relationship between you and us;

the Online Trading Service to be provided under these Terms; nor any other matter,

gives rise to any fiduciary or equitable duties on our part in your favour. In particular, there are no duties that would oblige us to accept responsibilities more extensive than those set out in these Terms or which would prevent or hinder us in carrying out any of the activities contemplated by these Terms. You are responsible for all investment decisions.

10

Your Instructions

(a)

(b)

give Instructions on your behalf; and

access and use the Online Trading Service.

If more than one person constitutes our client for the purpose of any Transaction, they are jointly and severally bound by these Terms and any other relevant terms and conditions and we are entitled to act upon the Instructions of any one of those persons.

10A

GOOD TILL DATE (“GTD”) ORDERS

(a)

(b)

(c)

the GTD order is fully executed;

the GTD order is withdrawn or cancelled; or

the GTD order is rejected.

(a)

(b)

(c)

(d)

the share balance is insufficient for your GTD sell order at any point during the validity of GTD order;

the specific counter in relation to your GTD order is suspended from trading;

the price in relation to your GTD order is outside the range of price limit; or

at the end of last business day upon the expiry date.

(a)




(b)

that the GTD order(s) will not be checked and rejected by system for any corporate actions (including but not limited to right issue, stock split, reverse stock split etc) announced during the validity period of the GTD order(s). Therefore you MUST monitor corporate actions for your GTD order(s) and cancel or modify the order(s) if required, as corporate actions normally involve change of price and/or quantity.

that the GTD buy order(s) requires cash up front and you must ensure that there is sufficient cash whereas the GTD sell order(s) in designated counter will be rejected in the event there are no available balance of the shares.

10B

STOP LOSS LIMIT (“Stop Loss”) ORDERS

(a)



(b)

(c)


(d)




(e)

once the current price of the stock drops to or below your preset stop loss price, your Stop Loss order(s) will be triggered and placed to market as limit order for execution. The executed price may be better than, or equal to your limit price. The Stop Loss order(s) will not be executed at the price below the specified limit price.

we do not guarantee that Stop Loss order(s) can be executed or partially executed.

if the above Stop Loss order(s) is not executed during the good-till period, it will lapse after market closes on the good-till date

if the above Stop Loss order(s) is valid for more than 1 trading day and it is not triggered, cancelled or rejected on a trading day during the good-till period, it will be automatically carried forward to the next trading day, until the end of the good-till period. Once triggered, the order will lapse at the end of that trading date and will not be carried forward to next trading day regardless of whether the order is executed fully or not.

Stop Loss order(s) can be cancelled but not amended, in which the executed part of the order cannot be cancelled, while only the outstanding part of the order can be cancelled before market closes on the trading day on which the executed part of the order is executed. We shall not be responsible or liable to you for any loss or expense suffered or incurred by you if the original Stop Loss order has already been completed or in our opinion, we have insufficient time or are unable to act on such instruction to cancel the original Stop Loss order.

11

If you fail to settle on time

(a)

(b)

any fail fees levied by the relevant stock exchange or clearing house; and

a late settlement fee determined by us from time to time to cover our reasonable costs and expenses arising from your failure to settle by the due date together with any applicable taxes.

(a)

(b)


(c)

you direct us to buy back or sell on your behalf any of the Securities that are the subject of the Transaction;

you authorise us to sell any other Securities outstanding on your Securities Settlement Account, or any securities in our control or possession; and

you agree to indemnify us against all costs, expenses and losses incurred, including brokerage, applicable taxes, fail fees levied by the relevant stock exchange or clearing house and bank fees, resulting from your failure to settle by the due date.

12

Confirmations and records

(a)


(b)

provide you with access to a standing facility through which you can obtain or view an electronic version of the notification ( (either together with or instead of the relevant document being issued to your email address); or

issue a hard copy (paper-based) of the notification to your postal address rather than or in addition to an electronic Confirmation.

(a)


(b)

the information (including any document but not any advice) available on or via the Online Trading Service, the internet or other electronic medium; and

the information in our records, the information in our records will prevail unless there is a manifest error.

13

Introduction

14

Risks relating to the use of the internet or other electronic medium

(a)



(b)



(c)






(d)

We and/or the Service Provider may use such authentication technologies as we deem appropriate. No authentication, verification or computer security technology is completely secure or safe. You agree to bear all risks of unauthorised access/use, hacking or identity theft.

The internet or other electronic media (including without limitation electronic devices, services of third party telecom service providers such as mobile phones or other handheld trading devices or interactive voice response systems) are an inherently unreliable form of communication, and such unreliability may be beyond our control.

Any information (including any document) transmitted, or communication or transactions made, over the internet or through other electronic media (including electronic devices, services of third party telecom service providers such as mobile phones or other handheld trading devices or interactive voice response systems) may be subject to interruption, transmission blackout, delayed transmission due to data volume, internet traffic, market volatility or incorrect data transmission (including incorrect price quotation) or stoppage of price data feed due to the public nature of the internet or other electronic media.

As a result of such unreliability:

15

Risks relating to authorised persons

16

Risk of changes that could affect your position

16.1

17

Your acknowledgments

(a)



(b)





(c)

(d)


(e)





(f)



(g)



(h)


(i)

you have read and understood these Terms and any other terms and conditions that may apply to the Online Trading Service or any Transaction, including any disclaimers that appear on, or are linked to, the Online Trading Service from time to time;

any actions undertaken, including any information or Instructions provided, by a user of your Securities Settlement Account, Logon ID or other passwords provided to you or that you may set in relation to the Online Trading Service (whether or not this has been authorised by you) will be deemed to have been provided by you and you will bear all risks relating to your actual and deemed use of the Online Trading Service and any Transactions, including those set out in Part D;

the Online Trading Service may not be available when you wish to trade Securities;

the Online Trading Service will not be free from any fault, error or defects in design or engineering and the transmission speed, format or content of the Online Trading Service may change without any prior notice;

the information made available on the Online Trading Service:

18

Your representations and warranties

(a)



(b)






(c)


(d)


(e)


(f)

(g)


(h)

any information provided by or deemed to have been provided by you, is authentic, complete, correct and not misleading and agree that we may rely on that information unless and until we receive written notice of any change signed by you or through a facility provided by us (which will also be subject to this representation and warranty);

any record maintained by us relating to your use of the Online Trading Service will be binding and conclusive on you for all purposes whatsoever and will be conclusive evidence of any information and/or data transmitted using the Online Trading Service. You agree that all such records are admissible in evidence and that you will not challenge or dispute the admissibility, reliability, accuracy or the authenticity of the contents of such records merely on the basis that such records were incorporated and/or set out in electronic form or are produced by or were the output of a computer system, and you hereby waive any of your rights (if any) to so object;

you have the power, authority and all necessary licences and approvals to agree to these Terms, and to carry out your obligations under them;

at all times during your dealings with us, you will be in a position to meet all your commitments and obligations arising from those dealings;

you will ensure that any Instruction has been given in compliance with any applicable law and, when in doubt, consult legal advisers and other professionals of the relevant jurisdiction;

you are acting as principal in relation to each Instruction and Transaction;

any funds deposited by you into any Securities Settlement Account are not impressed with a trust nor lodged in a trustee capacity;

you will not either alone or in conjunction with any other person:

(i)




(j)


(k)

you will comply with any policies and procedures that may be available on or via the Online Trading Service in respect of your access and/or use of the Online Trading Service (as applicable). We may amend these policies and procedures at any time and each amended version will apply as soon as it is made available on or via the Online Trading Service (or such other effective date that we may specify);

you will provide and maintain, at your own risk and cost, all equipment necessary for accessing and using the Online Trading Service;

you will notify us immediately either in writing or through a facility provided by us of any changes in any information that is relevant to any Instruction, Transaction or proposed Transaction, including your:

(l)

if you are uncertain as to whether your Instructions or any other notice has been received by us, you will make all reasonable attempts to verify whether the Instruction or notice has been received, approved or effected before taking any further action. You also warrant that you will issue specific cancellation or amendment instructions with respect to an existing Instruction and not to attempt to effect such changes by placing a second or duplicate order; and

(m)

you will comply with any reasonable direction that we give to you in relation to your compliance with these Terms and/or otherwise in connection with the Online Trading Service.

19

Your authority, indemnities and other obligations

20

Disclaimers

(a)


(b)

any express or implied warranties (including warranties of merchantability or fitness for a particular use) with respect to such information; or

any express or implied warranties, representations or undertakings with respect to the prices available from or via the Service Provider at which you may place your Instruction in respect of entering into a Transaction (including, without limitation, any warranty, representation or undertaking that such prices are real-time market quotes or best available market prices).

21

Liability excluded

(a)


(b)

(c)

(d)



(e)


(f)


(g)


(h)


(i)

(j)

your use of the Online Trading Service, including your reliance on any research, information, advice or recommendation provided on or via the Online Trading Service;

our acting in accordance with Instructions provided by or deemed to have been provided by you;

any unauthorised use of your Logon ID or other passwords;

any fault, error or defect in design or engineering of the Online Trading Service or any delay, fault, failure in or loss of access to the Online Trading Service. In particular, we will not be liable if you cannot access the Online Trading System or any part of it (including your Securities Settlement Account) at any time;

any inaccuracy, error, delay or interruption in, omission from or unreliability of any information provided on or via the Online Trading Service (or any related message), or its transmission or delivery;

any delay or non-performance by us or other event resulting from the unreliable nature of the internet or other electronic medium and other matters beyond our reasonable control;

our exercise or attempted exercise of, failure to exercise, or delay in exercising a right or remedy that is available to us under these Terms;

any acts or omissions of the Service Provider, any broker we use or any other person in relation to the Online Trading Service;

any loss of profits, loss of data or use of equipment; or

any other matter arising from or related to the subject matter of these Terms.

22

No proceedings to be instituted, attempted or threatened

23

Where our ability to exclude liability is limited by law

24

Variation

25

Termination

26

Applicable law and jurisdiction

27

Severability

28

Approvals and consents

29

Conflict of interest

30

Rights, remedies and obligations

31

Indemnities

32

Headings

33

Meaning of certain words

These meanings apply unless the contrary intention appears.

Confirmation means a trade confirmation relating to a Transaction.

Instruction means any offer in relation to any Securities or, where applicable, any instruction in relation to entering into a Transaction and "Instruct" has the corresponding meaning.

Logon ID means your identification number and access code to the Online Trading Service.

Online Trading Service means the information, trading and settlement services accessed via the Website, the SC Trading application for mobile phones and tablets or such other facility provided by (or on behalf of) us, which enables you to give electronic Instructions in accordance with these Terms, whether in your place of residence or elsewhere, and to receive information and related services.

Online Trading Service Application Form means the application form for the Online Trading Service as prescribed by us from time to time.

Proscribed Person means a person who appears to us to:

Securities means listed equities, exchange traded funds, warrants and any other products designated by us as "Securities" from time to time for the purposes of these Terms (whether on the Online Trading Service or otherwise). You will be able to nominate the Securities you wish to trade from time to time in the Online Trading Service Application Form and by subsequent notice to us in writing (which nomination will be subject to our confirmation and approval).

Securities Settlement Account means the relevant currency settlement account for your Transactions.

Service Provider means each third party service provider nominated by us to provide information or other products and services on or via the Online Trading Service, including each of the entities specified in the schedule to these Terms.

Software means the software (including any files, images, tables and data incorporated in or generated by the software and data accompanying the software) comprised in the Online Trading Service.

Trading Hours means the trading hours which the relevant exchange(s) is/are open for trading Securities.

Trading Day means the day which the relevant exchange(s) is/are open for trading Securities.

Transaction means any Securities transaction through the Online Trading Service.

Terms are the terms and conditions set out in this agreement.

we means Standard Chartered (Singapore) Limited Bank and the terms "us" and "our" have the corresponding meaning.

Website means our internet banking website.

you means each person who signs the application form completed by you in relation to the Online Trading Service as the client and whose application is accepted by us, and to the extent relevant includes each of your authorised representatives, and the term "your" has the corresponding meaning.

34

Meaning of certain phrases

(a)           (clauses) a clause is a reference to a clause in these Terms;

(b)           (variations or replacements) a document (including these Terms) includes any variation or replacement of it;

(c)           (singular includes plural) the singular includes the plural and vice versa;

(d)           (person) the word "person" includes an individual, a firm, a body corporate, a partnership, joint venture, an                 unincorporated body or association or any government agency;

(e)           (executors, administrators, successors) a particular person includes a reference to the person's executors,                 administrators, successors, substitutes (including persons taking by novation) and assigns;

(f)            (two or more persons) an agreement, representation or warranty in favour of two or more persons is for the benefit of them                 jointly and each of them individually;

1

CME Indexes

(a)




(b)

you will not copy, download, store, reproduce or further transmit or distribute anY Online Trading Materials supplied by CME Indexes ("CME Index Data") for commercial purposes in any type of format or by any means, including but not limited to the internet, intranet or other type of network; and

as a condition of your continued receipt of any index data originating from CME Indexes or any of its affiliates or agents (including the CME Index Data), you will not create, issue, sponsor or manage any financial instruments or investment products (including, without limitation, derivatives, structured products, passively managed accounts, investment funds, investment portfolios or exchange-traded funds) where the price, return and/or performance of such instrument or product is based on, related to, or intended to track, any index published by CME Indexes or a proxy for such index, without a separate written agreement with CME Indexes for such purpose.

(a)






(b)



(c)

the Marks are famous, well-known and internationally recognised trade names, trademarks and service marks owned by S&P Dow Jones Indices LLC and its subsidiaries (including CME Indexes) (“S&P Dow Jones Indices”), its affiliates or its licensors, as the case may be. You have no rights to such Marks except for those expressly set out in these Terms (if any). You recognise the great value of the reputation and goodwill associated with the Marks and agree that all goodwill associated with the Marks from the Online Trading Service belongs exclusively to S&P Dow Jones Indices, its affiliates and/or its licensors, as the case may be;

the Indexes, CME Index Data and the divisors, formulas and methods used to compute the Indexes, are the exclusive property of S&P Dow Jones Indices, its affiliates and/or its Co-Licensors, as the case may be, not within the public domain and are protected by intellectual property laws;

but for these Terms or any other written agreements between you and CME Indexes, you nor any other individual or entity have any rights with respect to, or rights to receive, any of the CME Index Data.

CME INDEXES , ITS SOURCES, COLICENSORS, DISTRIBUTION AGENT, DOW JONES AND THEIR RESPECTIVE AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, REPRESENTATIVES (COLLECTIVELY, THE "CME INDEXES PARTIES") SHALL NOT BE LIABLE TO YOU FOR ANY LOSS OR DAMAGE, DIRECT, INDIRECT OR CONSEQUENTIAL, ARISING FROM (i) ANY INACCURACY OR INCOMPLETENESS IN, OR DELAYS, INTERRUPTIONS, ERRORS OR OMISSIONS IN THE DELIVERY OF THE INDEX DATA OR (ii) ANY DECISION MADE OR ACTION TAKEN BY YOU OR OTHER THIRD PARTY IN RELIANCE UPON THE CME INDEX DATA.

THE CME INDEXES PARTIES WILL NOT BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR LOSS OF BUSINESS REVENUES, LOST PROFITS OR ANY PUNITIVE, INDIRECT, CONSEQUENTIAL, SPECIAL OR SIMILAR DAMAGES WHATSOEVER, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF THE CME INDEXES PARTIES ARISING OUT OF ANY LEGAL CLAIM IN ANY WAY CONNECTED TO THESE TERMS (INCLUDING, WITHOUT LIMITATION, THE CME INDEX DATA) EXCEED THE FEES PAID BY US UNDER OUR AGREEMENT WITH CME INDEXES DURING THE TWELVE (12) MONTHS PRIOR TO THE INCIDENT GIVING RISE TO SUCH CLAIM. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS PARAGRAPH 1.4 SHALL NOT APPLY TO DAMAGES RESULTING FROM CME INDEXES' GROSS NEGLIGENCE OR WILFUL MISCONDUCT.

YOU EXPRESSLY ACKNOWLEDGE THAT THE CME INDEXES PARTIES DO NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, TO YOU OR OTHER THIRD PARTY WITH RESPECT TO THE CME INDEX DATA, INCLUDING, WITHOUT LIMITATION: (i) ANY WARRANTIES WITH RESPECT TO THE TIMELINESS, SEQUENCE, ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE CME INDEX DATA OR (ii) ANY WARRANTIES AS TO THE RESULTS TO BE OBTAINED BY YOU OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH THE USE OF THE CME INDEX DATA.

2

Dow Jones

3

FTSE

4

Hang Seng Indexes

5

Nikkei Inc