CUSTODIAL SERVICES

“Account”: an account of the Customer opened and maintained with BAIDURI CAPITAL following acceptance of the Customer‘s application for the trading of Securities upon terms set out in this Document.

“Application Form”: the application from by which the Customer applies to BAIDURI CAPITAL to open an Account.

“Baiduri Capital”: Baiduri Capital Sdn Bhd, a company incorporated in Brunei Darussalam and includes anybody which is its successor or transferee.

“Baiduri Group”: the group of corporations comprising BAIDURI CAPITAL and its Associates.

“Book-Entry Securities”: shall have the meaning ascribed to the phrase in Section 130A of the Singapore Companies Act (or any amendment or substitution thereof).

“Collateral”: as between BAIDURI CAPITAL and a Customer means (i) the cash held in the Account(s) or if cash is provided on a title transfer basis in favour of BAIDURI CAPITAL, all cash or cash equivalent of the cash which would otherwise have been held in the Accounts. For the purposes of the preceding it is agreed that, unless otherwise specifically agreed with BAIDURI CAPITAL, all cash or cash equivalent given over to BAIDURI CAPITAL for the account of the Customer are intended and shall be regarded as title transferred to BAIDURI CAPITAL; (ii) Securities deposited by the Customer with or held subject to the control of BAIDURI CAPITAL which are subject to a security interest (whether by way of lien, charge or otherwise) in favour of BAIDURI CAPITAL or if the same has been provided on a title transfer basis in favour of BAIDURI CAPITAL or title transferred in favour of BAIDURI CAPITAL or a third party; and in all cases (i) to (ii) inclusive, includes all interests, benefits, rights and entitlements arising from any and all of them or attaching to the same, and the proceeds of sale and redemption, any payment or receipt of, on or in respect of any of them.

“Customer”: in relation to BAIDURI CAPITAL with respect to the Primary Services means the person for whom BAIDURI CAPITAL is maintaining or continuing to maintain one or more Account(s) for the Primary Services; and includes the Customer’s assignees, successors-in-title and agents.

“Customer’s address”: the address notified by the Customer in the Customer’s account application form as the address at which the Customer resides.

“Customer’s mailing address”: the address notified by the Customer in the Customer’s account application form to BAIDURI CAPITAL as the address to which BAIDURI CAPITAL should send communications.

Both the foregoing expressions include such substitute address (es) as the Customer may from time to time notify in writing to BAIDURI CAPITAL as being the Customer’s address or mailing address (as the case may be). Such notice must be addressed to the attention of any member of the management and be actually acknowledged as received by him before it is effective.

“Document”: this document titled “Conditions Governing Baiduri Capital Securities Trading Account” and shall include all the terms herein.

“Insolvent” : includes an individual who is bankrupt or has entered into a composition with his creditors.

“MAS or AMBD Directives”: includes any notices, guidelines, interpretative statements and directives issued by the Monetary Authority of Singapore or by the Autoriti Monetari Brunei Darussalam from time to time.

“Nominee”: includes an agent, representative, delegate or correspondent whether in Singapore, Brunei Darussalam or elsewhere.

“Outstanding Balance”: the sum from time to time owing by the Customer under the Account(s).

“Physical Securities”: physical scrip or certificates being Securities of any kind or physical scrip or certificates evidencing or representing title to Securities of any kind, but excludes Scripless Securities and Book-Entry Securities.

“Primary Services”: the services specified in Part B of this Document; and “Primary Service” means any one of them.

“Scripless Securities”: securities of any kind whatsoever the trading or transactions of which are cleared or settled through any book-entry or scripless system whether in Singapore, Brunei Darussalam or elsewhere but excludes Book-Entry Securities.

“Securities”: includes rights and instruments defined as “securities” under the Brunei Securities Market Order, 2013.

“SGX”: the Singapore Exchange Limited.

“SGX-ST”: the Singapore Exchange Securities Trading Limited.

“SGX-ST Rules”: the rules, bye laws and regulations of the SGX-ST as they may be implemented or replaced from time to time (including any guidelines, notices, directives, advice or recommendations issued by SGX-ST).

“this/these Clause(s)”: the Clause relating to that particular Primary Service.

“these terms and conditions”: includes all the terms and conditions set out in this Document and in the Application Form.

If BAIDURI CAPITAL does not exercise or delays exercising a right whether under these terms and conditions or otherwise, this does not mean that it has given up or waived the right or that it cannot exercise the right later. The only way BAIDURI CAPITAL can waive any of its rights is by giving the Customer a letter signed by the manager of BAIDURI CAPITAL or his superiors.

The Customer acknowledges that as a general rule funds of the Customer in the possession or control of BAIDURI CAPITAL, being funds not immediately or within 24 hours required to be applied towards discharge of the customer’s payment obligations – hereafter “ Excess Funds” (whether held in a trust or other account or subject to subject to a trust in favour of the Customer or otherwise) – will (subject to the authorization on investment management of the same as set out in Part B Section 1 of the Document below) be held commingled with funds of other customers of BAIDURI CAPITAL (where applicable in a trust or other account). One result of the preceding is that it would be administratively difficult and so as a matter of economic costs, counter-productive to attempt to allocate the respective interest entitlement (if the trust or other account be interest bearing) on an individual basis. This is primarily because of the constant fluctuations in the value of the commingled funds in such trust or other account. It is a condition for BAIDURI CAPITAL accepting the Customer as a customer that the Customer agrees therefore to waive and relinquish in favour of BAIDURI CAPITAL any and all entitlement to interest accruing to the Customer’s share of funds in any such trust or other account. The Customer by applying to open an account with BAIDURI CAPITAL and be a customer of BAIDURI CAPITAL and/or accessing or using any of BAIDURI CAPITAL’s services shall therefore be deemed to agree (and BAIDURI CAPITAL will and does materially rely on the effectiveness of such agreement) to such waiver and relinquishment. Notwithstanding the foregoing, where the Excess Funds of the Customer exceeds a minimum aggregate sum for a minimum period of time (both as prescribed by BAIDURI CAPITAL), BAIDURI CAPITAL may (but is not obliged) in return for the interest waived and relinquished by the Customer and at its discretion, itself pay to the Customer interest thereon of such amount or at such rate as BAIDURI CAPITAL may deem appropriate net of its administration fee for crediting such interest into an account of the Customer.

The Customer acknowledges and consents to BAIDURI CAPITAL having the right and discretion, where it deems appropriate, to deposit moneys received on account of the Customer which are denominated in a foreign currency in a trust or other account which is maintained outside of Brunei Darussalam with a bank licensed, registered or authorized to conduct banking business in that jurisdiction.

BAIDURI CAPITAL may, at its sole discretion (but without being obliged to do so), open an Account for the Customer to trade in Securities through BAIDURI CAPITAL after accepting the Customer’s application to do so.

BAIDURI CAPITAL is entitled to and will assume that the trading representative through whom the Customer commences or continues trading has been selected by the Customer as his own choice or as if Customer had made that choice himself.

BAIDURI CAPITAL may refuse to accept any order given by the Customer in any medium whatsoever and whether in respect of the Account of any of the Primary Services. BAIDURI CAPITAL shall not be liable for any loss, damage, cost or expense suffered by the Customer as a result of any such refusal. If the Customer’s instructions to BAIDURI CAPITAL are or are regarded by BAIDURI CAPITAL or any of its officer(s) in good faith to be ambiguous, contradictory or conflicting, BAIDURI CAPITAL may either regard these instructions as void or if it carries them out according to its good faith decision as to what such instructions mean, the Customer agrees to indemnify BAIDURI CAPITAL against all losses, damages, costs and expenses suffered by BAIDURI CAPITAL as a result of BAIDURI CAPITAL so acting in accordance with such instructions.

BAIDURI CAPITAL is entitled as between the Customer and BAIDURI CAPITAL to delegate the execution of the Customer’s orders to a correspondent broker of BAIDURI CAPITAL’s choice (the “Correspondent Broker”). As between the Correspondent Broker and BAIDURI CAPITAL, BAIDURI CAPITAL may be obliged to regard itself as being primarily responsible for the execution of the Customer’s orders. In this connection, the Customer recognises that BAIDURI CAPITAL may take such measures (including effecting payment and settlement in respect of the Customer’s orders which have been executed) as may be necessary to ensure non-default of BAIDURI CAPITAL’s own primary responsibility as aforesaid (notwithstanding that as between the Customer and BAIDURI CAPITAL, the Customer is in or has notified BAIDURI CAPITAL that he will be in default).

The Customer agrees to pay BAIDURI CAPITAL such commissions, fees, costs and other charges relating to the Account or any of the Primary Services at such rate or rates as BAIDURI CAPITAL may have time to time determine.

The Customer agrees that he will pay BAIDURI CAPITAL, as and when monies are due or upon demand in all other cases, all monies and liabilities owing by the Customer to BAIDURI CAPITAL referable to any Account or any of the Primary Services.

BAIDURI CAPITAL may, any time and from time to time, without notice, set-off any amounts due to the Customer or held in any Account or any other account to which the Customer is beneficially entitled (whether with BAIDURI CAPITAL or with any Associate) to reduce or extinguish any amounts or liability, whether present or future, actual or contingent, primary or as surety, owed by the Customer to BAIDURI CAPITAL or to any of its Associates.

Without prejudice and in addition to BAIDURI CAPITAL’s rights and powers including rights and powers under any laws or legislation, the Customer hereby grants to BAIDURI CAPITAL the authority at its discretion to invest the Customer’s Excess Funds with BAIDURI CAPITAL (whether such funds are held distinctly or on a commingled basis pursuant to BAIDURI CAPITAL’s entitlement to effect such commingling of customer funds) in money market funds whether distinctly or as part of a pool of commingled funds with through any fund manager (including but not limited to itself or a related entity or Associate) on a discretionary basis with intent to preserve the principal and enhance returns on such Excess Funds. The Customer acknowledges that such investment management is at BAIDURI CAPITAL’s discretion and BAIDURI CAPITAL shall have no liability or responsibility if no such investment management is effected or procured to be effected and so long as the investment management or the choice of investment manager for investment is made in good faith, BAIDURI CAPITAL will not be liable for any loss in principal or lack of enhancement in the value of the principal occasioned by and/or from the fund management effected and the Customer also accepts the risk of any and all losses or shortfalls that may result from the fund management effected, on a pro-rated basis where relevant. The terms for the discretionary management of such Excess Funds of the Customer shall be mutandis the terms for the discretionary investments of a customer’s funds in money market funds prescribed as terms for the opening and maintenance of a Cash Management Account with BAIDURI CAPITAL. For avoidance of doubt BAIDURI CAPITAL shall not be obliged to invest the Customer’s Excess Funds.

The Customer also acknowledges that for cash or cash equivalent of the Customer title transferred in favour of BAIDURI CAPITAL, the provisions of the preceding paragraph will not apply as the Customer will have no proprietary right to such cash or cash equivalent but only a right by way of an unsecured debt obligation as against BAIDURI CAPITAL. BAIDURI CAPITAL may however at its discretion (but under no obligation to do so), pay interest of such amount as from time to time notified to the Customer on the cash or cash equivalent title transferred in favour of BAIDURI CAPITAL .

All transactions for an Account or any of the Primary Services (except for the Multi-Currency Services as defined below) or relating to or arising out of any of the Primary Services will be settled in Brunei dollars or, if BAIDURI CAPITAL agrees, any other currency requested by the Customer, but at a rate of exchange determined by BAIDURI CAPITAL. The Customer will bear all losses, damages, or costs that result from any currency conversion connected with any transaction for the Account.

Without prejudice to the terms for the provision of custody services with respect to Securities (set out in Section 4 below), the Customer acknowledges and consents to the fact that any securities belonging to the Customer held with BAIDURI CAPITAL, a Correspondent Broker or Nominee for any reason whatsoever may (to the extent that the same has not been the subject of any permitted borrowing) be held with securities held for BAIDURI CAPITAL itself (where not prohibited by law) or other customer of BAIDURI CAPITAL on an aggregate or omnibus basis. This may in some instances result in prejudice to the Customer and the Customer accepts and consents to this.

Subject to existing laws, if there are any monies or securities standing to the credit of any Account (including a trust account) which are unclaimed by the Customer ten years after the Customer’s last transaction with or through BAIDURI CAPITAL and BAIDURI CAPITAL determines in good faith that it is not able to trace the Customer, the Customer agrees that all such assets including any and all accretions and accruals thereon (which in the case of monies shall include all interests earned thereon and all investments and their respective accretions and accruals which may have been made with such monies; and in the case of securities shall include all accretions and accruals thereon), shall be deemed to have been abandoned by the Customer in favour of BAIDURI CAPITAL and may be appropriated by BAIDURI CAPITAL to and for itself. The Customer thereafter shall have no right to claim such assets or their accretions and accruals.

If the Customer does not pay for any Securities which he purchases or settle any other transaction with respect to Securities by due date of the purchase contract, BAIDURI CAPITAL has the right to liquidate any or all of these transactions without notice to the Customer. BAIDURI CAPITAL shall have the right to (but need not) exercise this right on any day after the day on which the right to liquidate first arose. BAIDURI CAPITAL will not be liable to the Customer with respect to Securities purchase transactions on which the Customer has defaulted or for any loss suffered by the Customer as a result of any fall in the market price of the securities between the first day the right liquidate arose and the day it actually sells the Securities.

The Customer consents to the disclosure of the pertinent particulars relating to the Account such as his name, address, identity card and Passport number and claim amounts to any reporting systems or authority in or outside Brunei Darussalam in the event that the Account is classified as delinquent or disputed as determined by BAIDURI CAPITAL in its sole discretion.

The Customer consents to Baiduri Capital disclosing or requesting any information whatsoever regarding the Customer and the Account(s) (including but not limited to his name, address, identity card and passport number) :-

1. to or from any person participating in the provision of services to Baiduri Capital and/or engaged or employed by Baiduri Capital to carry out or to perform any work or services for or on behalf of Baiduri Capital and for Baiduri Capital’s purpose(s), including performing duties and/or function(s) of or performed by or carried on by Baiduri Capital, outsourced by Baiduri Capital (including but not limited to, debt collection, legal, accounting, auditing, stationery or other documents or services; and management, delivery, electronic, computer, software, information technology, telecommunication and investigation services) whether in Brunei Darussalam or outside Brunei Darussalam;
   
2. to or from the police or other public officers conducting an investigation in connection with any offence or otherwise;
   
3. to or from banks, financial institutions or credit or charge card companies;
   
4. to or from any other person, authority or bodies having jurisdiction over Baiduri Capital, or court of law in Brunei Darussalam or elsewhere, for any purpose whatsoever, where such disclosure is required by a directives, guidelines, law, regulation, judgment or order of court or order of any other tribunal;
   
5. to or from any joint account(s) holder or authorised signatory of any Account(s) of the Customer, or any insurer, guarantor or provider of security in relation to the Customer or any account(s); or
   
6. to or from Baiduri Capital’s head office, branches, representative offices, subsidiaries, related corporations or affiliates, in Brunei Darussalam or overseas, for any database purposes or any other purpose or purposes whatsoever;
   
7. to or from any association or body of which Baiduri Capital is a member or a subscriber and for which members may include but may not be limited to financial institutions or corporates;
   
8. to or from SGX, SGX ST, Phillips Securities Pte Ltd and its related or associated companies or subsidiaries and their successors.

The Customer irrevocably authorizes, agrees and consents to allow BAIDURI CAPITAL and Baiduri Group to:-

1. collect, use, disclose, release, share and/or process any of his personal data collected, stored, maintained or held by BAIDURI CAPITAL or Baiduri Group from time to time (including but not limited to his name, identification number, telephone number(s), email address(es) and residential address(es)) for the purpose of providing or updating the Customer with marketing, advertising and promotional information and materials relating to any products and services provided or offered by BAIDURI CAPITAL or Baiduri Group from time to time;
2. contact and inform him for any marketing, advertising and promotional information and materials relating to its products and services via postal mails, e-mails, phone calls or any mode of communications.

Without prejudice to the preceding, the Customer acknowledges and accepts that other than pursuant to an express agreement in writing otherwise to provide recommendations or investment advice, any reports, summaries, analysis, views or representations by or supplied by BAIDURI CAPITAL or on its behalf (and whether oral, published as research or otherwise) are at best merely expressions of BAIDURI CAPITAL’s views or opinions provided on a good faith basis. Although BAIDURI CAPITAL will take reasonable care to ensure that no such report, summary or analysis or views or representations is untrue or misleading at the time they are made or provided to Customer:

1. no guarantee is given by BAIDURI CAPITAL as to its accuracy or completeness;
   
2. as such reports, summaries, analysis, views and representations are not generally prepared with individual customers or classes of customers in mind, they are all to be treated as general views and opinions only and not suitable for use by the Customer as an individual customer without independent verification by the Customer; and
   
3. each such view or opinion is subject to change without notice.
   

The Customer agrees that neither BAIDURI CAPITAL nor any of its officers, agents or employees shall be liable to the Customer for any loss, damage, cost, charge or expense suffered by the Customer for any act or omission in relation to any Account or the operation, provision or termination of any Primary Services unless it was caused by fraud, gross negligence or wilful default of BAIDURI CAPITAL or officer of BAIDURI CAPITAL Provided in no event or circumstances shall BAIDURI CAPITAL be liable for any indirect or consequential loss or loss of anticipated profit or otherwise. Where BAIDURI CAPITAL utilises a third party or nominee (including a Nominee or Correspondent Broker) to do any act in relation to an Account or any of the Primary Services, BAIDURI CAPITAL’s sole responsibility to the Customer as regards the utilisation of such third party shall be to exercise reasonable care in the selection of such third party. The Customer will not hold BAIDURI CAPITAL liable for any wilful action or omission, default, fraud or negligence of the third party or nominee unless BAIDURI CAPITAL was negligent or fraudulent in selecting and/or continuing to use the third party Provided in no event or circumstances shall BAIDURI CAPITAL be liable for any indirect or consequential loss or loss of anticipated profit or otherwise. This clause shall survive the termination of these terms and conditions or any of the Primary Services.

The Customer hereby agrees to indemnify BAIDURI CAPITAL, and keep BAIDURI CAPITAL harmless from any loss, damage, cost, charge or expense which BAIDURI CAPITAL may suffer as a result of the Customer’s instructions or orders, the Customer’s breach or violation of these terms or any third party rights, including but not limited to violation of any proprietary or intellectual property rights, or the enforcement of any of the terms. This obligation to indemnify BAIDURI CAPITAL shall survive the termination of these terms and conditions or any of the Primary Services. For the avoidance of doubt, this indemnity extends to each of the Primary Services.

All written communication will be deemed received by the Customer: (a) two (2) days after despatch by post to the last mailing address known to BAIDURI CAPITAL if the same is in Brunei Darussalam or five (5) days after despatch by post to the last mailing address known to BAIDURI CAPITAL if the same is not a Brunei Darussalam address; (b) immediately, if delivered personally and (c) on the day of despatch or transmission if sent by telex, facsimile or electronic mail to any of the relevant telex, facsimile or electronic mail addresses of the Customer last known to BAIDURI CAPITAL. Where the Customer makes use of the Electronic Broking Services, the Customer shall be deemed to have notice of and be bound by all notices and communications as may be given by BAIDURI CAPITAL from time to time and accessible by the Customer via the Electronic Broking Services effectively as from the day when the same may be so accessed by the Customer.

The Customer undertakes to give BAIDURI CAPITAL notice in writing of any change of the particulars given to BAIDURI CAPITAL whether in the account application form or otherwise.

Whenever the Customer receives any statements of account, contract notes or any document provided pursuant to any Primary Services from BAIDURI CAPITAL, the Customer agrees that he will examine and verify the correctness of all statements and inform BAIDURI CAPITAL in writing, of any alleged errors mistakes or omissions therein arising from whatever cause (including but without limitation from forgery, fraud, lack of authority or negligence of any person)or any disagreements within fourteen (14) days from the date the statement of account, contract note or document was posted. If the Customer fails to do this, he agrees that :- (i) the said statement, contract notes or any document shall be conclusive evidence as the balance shown therein and be binding on the Customer and the Customer shall be deemed to have waived any rights to raise objections or pursue remedies against BAIDURI CAPITAL relating thereto, and BAIDURI CAPITAL shall be free from all claims in respect of the Account (s); and (ii) he no longer has the right to dispute the accuracy of the statement, note or document. Accordingly, BAIDURI CAPITAL has the right to treat the Customer’s silence as the Customer’s representation that the statement, note or document is accurate. However, if BAIDURI CAPITAL finds out at any time that any statement, note or document is inaccurate, it can still amend the statement, note or document.

BAIDURI CAPITAL may at any time rectify errors or omissions in any statement, advice, certificate contract notes or any document and any statement, advice, certificate, contract notes or document so rectified shall be binding on the Customer. BAIDURI CAPITAL has the right to demand refund of and/or debit any account of customer with BAIDURI CAPITAL without notice or consent of the Customer for any overpayment into the account (s) arising from such errors or omissions.

The record or recollection of any BAIDURI CAPITAL’s officers, or employees receiving any oral instructions from the Customer whether subsequently reduced to writing or otherwise, is conclusive against the Customer as to the contents of such oral instructions.

The Customer agrees that if any one of the following events occurs, BAIDURI CAPITAL will have the immediate right, at its discretion, to suspend or close any and every Account and take any one or more of the actions available to it in this Clause:

1. the Customer fails to observe any of these terms and conditions;
   
2. the Customer becomes insolvent or bankrupt or makes any arrangement or composition with his creditors or where BAIDURI CAPITAL has determined in good faith that the Customer is unable to pay any of his debts;
   
3. BAIDURI CAPITAL is of the opinion in good faith that its interest would be adversely affected if it does not suspend or close the Account.
   

Upon the suspension or closure of an Account whether pursuant to this Clause 21 or Clause 22 (Termination by Notice), no further transactions for that Account may be initiated by the Customer. Upon such termination or if any of the events set out above happens, the Customer agrees that BAIDURI CAPITAL will have the right to take any one or more of the following actions without having to give prior notice to the Customer:-

1. erminate its relationship with the Customer and demand that the Customer fully pay BAIDURI CAPITAL all sums owing by the Customer to BAIDURI CAPITAL;
   
2. terminate any service utilized by the Customer;
   
3. sell all Securities held in any and every Account or in custody and thereafter apply the net proceeds of sale (after deducting for BAIDURI CAPITAL’s costs and expenses in connection with such sale) towards settlement of all monies owing by the Customer to BAIDURI CAPITAL or to any Associate.

The Customer agrees that BAIDURI CAPITAL may at any time by notice in writing to the Customer, including notification via the Electronic Broking Services, vary or add to these terms and conditions without prior consultation with the Customer.

The Customer hereby irrevocably appoints BAIDURI CAPITAL through any of its directors or officers as the attorney of the Customer for each and all of the purposes of these terms and conditions and with power to sign and execute all documents and perform all acts in the name and on behalf of the Customer in connection herewith whether in respect of any transaction relating to these terms and conditions or in respect of anything required to give effect and/or substance thereto.

The Customer agrees to ratify and confirm any and all acts and things done or caused to be done by BAIDURI CAPITAL for and on behalf of the Customer or otherwise in relation to any Account, any of the Primary Services or any part or all of the securities custodised with BAIDURI CAPITAL .

BAIDURI CAPITAL shall at all times have a general lien over any and all Securities deposited by the Customer or held in or subject to the control of BAIDURI CAPITAL as security for any outstanding obligation (whether actual of contingent) owed by the Customer to BAIDURI CAPITAL. BAIDURI CAPITAL may at all times exercise this lien by effecting a sell out of any or all of such Securities and apply the net proceeds towards settlement or discharge of the Customer’s obligations to BAIDURI CAPITAL.

These terms and conditions shall be governed by and construed in accordance with Brunei Darussalam law. In relation to any legal action or proceedings arising out of or in connection with any Account (including transactions effected for the Account) or referable to any Primary Service, the Customer hereby submits to the non-exclusive jurisdiction of the courts of Brunei Darussalam and the Customer waives any objection to the proceedings on the ground that the proceedings have been brought in an inconvenient forum. The Customer hereby nominates and appoints his trading representative to be his agent for service of process of any documents commencing and otherwise relating to any such legal action or proceedings brought by BAIDURI CAPITAL.

The Customer agrees that his transactions shall be governed by prevailing rules and regulations of such exchange or market (whether in Brunei Darussalam or elsewhere) where the transactions are effected or where the Securities sold or purchased are listed or traded.

In the case of the Customer compromising more than one person as joint account holders, each joint account holder further jointly and severally represents, warrants and undertakes as follows:-

1. None of the account signatories is under any legal disability and no one other that the joint account holders themselves has any interest in the Account(s), any of the Primary Services or any part or all the Securities custodised with BAIDURI CAPITAL .
   
2. In the absence of express instructions as to which one of the joint account holders is authorised to act on behalf of both of them, any one of the joint account holders shall have full authority to give any instructions with respect to the Account(s) and any of the Primary Services. Accordingly, any orders and instructions from any one of the joint account holders shall be and shall be deemed to be binding upon the other joint account holder as if that joint account holder had expressly authorised the other joint account holder to act on his behalf.
   
3. Without prejudice to the generality of the above, in the absence of express instructions as to which one of the joint account holders is authorised to collect Physical Securities from BAIDURI CAPITAL, delivery of the Physical Securities by BAIDURI CAPITAL to either of the joint account holders is deemed to fulfil BAIDURI CAPITAL’s delivery obligations to all account holders.
   
4. Any demand, notice, confirmation, report, statement and other communication if addressed to the Customer and sent in accordance with Clause 17 above, shall be binding on all joint account holders notwithstanding that they have not been sent to or received by any of the joint account holders.
   
5. BAIDURI CAPITAL is entitled to treat each joint account holder generally as authorised to deal with BAIDURI CAPITAL in connection herewith as fully and completely as if the other joint account holder or holders has no interest herein.
   
6. The agreements, obligations and liabilities of the Customer herein contained or implied are joint and several.

Introductions, Sharing of Fees, Commissions and/or Other Charges

The Customer may have been introduced or referred to BAIDURI CAPITAL by a third party. If so, the Customer accepts that no such third party shall in any way be regarded as an agent by BAIDURI CAPITAL and that BAIDURI CAPITAL accepts the Customer as a customer only on the basis that BAIDURI CAPITAL is not accepting and is to have no responsibility for any conduct, action, representation or statement of any such third party.

A person who is not a party to any agreement with BAIDURI CAPITAL to which the terms of this Document applies has no rights to enforce any of the clauses hereunder.

The On-line Electronic System (“CQ Markets”) and the Telebroker (collectively, the “Electronic Broking Services”) are a telecommunications network and a software package respectively provided by BAIDURI CAPITAL that enables the Customer to:-

1. transmit his Securities orders to BAIDURI CAPITAL for execution;
   
2. chat electronically with any other users of the Electronic Broking Services;
   
3. engage in any other activities and services as BAIDURI CAPITAL may include as part of such Electronic Broking Services from time to time, and
   
4. have access to key market indicators, real time quotes as well as information on the Account(s). In terms of technical data, the Electronic Broking Services provide source information, analyses and commentaries on Securities and foreign exchange and futures contracts, as determined by BAIDURI CAPITAL .

The Customer agrees to abide by the procedures and instructions set out in BAIDURI CAPITAL’s user guide (if any) in respect of any item of the Electronic Broking Services which the Customer wishes to access or avail of.

All orders placed via the Electronic Broking Services in relation to any Account with BAIDURI CAPITAL are also subject to the same terms and conditions governing the maintenance and operation of that Account generally.

BAIDURI CAPITAL is authorised by the Customer to debit the Customer’s Account(s) as it deems appropriate for all charges incurred in the use of the Electronic Broking Services.

Orders placed via the Electronic Broking Services are placed at the Customer’s sole risk. The Customer agrees to check and ensure that such orders have been properly received and accepted by BAIDURI CAPITAL and acknowledges that the use of the Electronic Broking Services for placement of orders also implies full responsibilities that no unauthorised person will have the right to access and use the Electronic Broking Services via the personalised security code(s). Due to the nature of transactions carried out over the internet and telecommunication networks, the Customer acknowledges and accepts the existence of risks unique to the Electronic Broking Services. Such risks are inclusive of, but not limited to the following:-

1. delay in or inability to access or use the Electronic Broking Services due to any hardware, software, system or connection failure, error, malfunction, omission, interruption, delay in transmission or computer virus;
   
2. loss of data or information that may occur due to any cause whatsoever, including any virus, failure of any electrical, electronic, computer, microprocessor, recording or communication system;
   
3. the need to conduct maintenance of the Electronic Broking Services system infrastructure from time to time, and any delay, failure, error, omission which may ensue; and
   
4. disclosure of data or information that may occur due to hacking of any computer or communication system.

The Customer hereby acknowledges and agrees that BAIDURI CAPITAL is to have no liability whatsoever (including without limitation no liability for any indirect or consequential loss or loss of anticipated profit or otherwise) with respect or referable to such risks and in any event releases BAIDURI CAPITAL from any claim which he may with respect to or referable to such risks or any one or more of them even if BAIDURI CAPITAL has been advised or is aware of the possibility of such damages, losses or expense arising. This Clause shall survive the termination of these terms and conditions or any of the Primary Services.

The Customer is not entitled to and shall not reproduce, retransmit, disseminate, sell, distribute, publish, broadcast, circulate, exploit (whether for commercial benefit or otherwise) the information and/or reports obtained from or through the Electronic Broking Services in any manner whatsoever without the express written consent of BAIDURI CAPITAL and shall not use the information for any wrongful or illegal purpose.

In requesting BAIDURI CAPITAL to commence providing the Electronic Broking Services, the Customer accepts and acknowledges the fact that all intellectual property rights (whether by which of copyright or otherwise) in the information and reports available from and generated on the Electronic Broking Services as well as the Electronic Broking Services itself vest solely in and will remain the exclusive property of third parties. The Customer therefore agrees not to do anything that will violate or infringe third parties’ intellectual property rights and will take all necessary measures to preserve and protect these rights.

None of BAIDURI CAPITAL, its employees or agents has any responsibility to the Customer for any loss (including without limitation any indirect or consequential loss or loss of anticipated profit or otherwise) or damage arising directly or indirectly from the Customer’s use or reliance on the information and/or reports accessed from the Electronic Broking Services. The provisions in Clause 14 of Section 1 shall mutatis mutandis apply with respect to such information and/or reports in favour of BAIDURI CAPITAL. Without prejudice to the preceding, none of BAIDURI CAPITAL, its employees or agents is responsible should the Customer fail (otherwise that through BAIDURI CAPITAL’s wilful default) to gain access to the Electronic Broking Services for any reason. It is the Customer’s responsibility to obtain independent professional advice in respect of any information and/or reports obtained via the Electronic Broking Services, and to verify such information and/or reports, and none of BAIDURI CAPITAL , its agents and servants (except for fraud directly attributable to BAIDURI CAPITAL) is to have any liability for the Customer suffering any prejudice, loss (including without limitation any indirect or consequential loss or loss of anticipated profit or otherwise), damage, cost, expense (including any legal fees) or claim whatsoever and howsoever caused or arising, including but not limited to the following:

1. any reliance by the Customer on any information and/or reports which are incomplete, inaccurate, corrupted, non-sequential, untrue or out-of-date, notwithstanding that such information and/or reports may or may not have been customized for the use of the Customer;
   
2. any loss or unauthorized use of the Electronic Broking Services;
3. any delay, fault, failure or loss of access to or unavailability of the Electronic Broking Services;
   
4. any delay, failure or omission in the execution of the instructions of the Customer, inclusive of but not limited to the need to verify instructions due to considerations of security;
   
5. any non-performance, defective performance or late performance of the Electronic Broking Services through any cause whatsoever, including errors due solely to malfunction of the Electronic Broking Services or Electronic Broking Services equipment, infrastructure or programs;
   
6. any telecommunication or interconnection defects, faults or problems, system crashes, software errors or defects, sabotage, hacking or unlawful access; or
   
7. any failure, downtime, crash, breakdown or malfunction of or defects or glitches in the Electronic Broking Services.
   

Without prejudice to the foregoing, the Customer in any event acknowledges and accepts that BAIDURI CAPITAL does not promise or guarantee uninterrupted access to and reliability of all information and services on the Electronic Broking Services and the Customer thus accepts that the Customer is primarily responsible both to ensure the accuracy and completeness of information so accessed before relying on the same as well as ensuring that the Customer will take adequate measures (including, where relevant insurance coverage) to mitigate the Customer’s loss so that in no event shall BAIDURI CAPITAL or its employees be liable to the Customer for any and all defaults referable to the Electronic Broking Services and/or its use and/or failure to be permitted its use.

This Clause shall survive the termination of these terms and conditions or any of the Primary Services.

BAIDURI CAPITAL makes no warranty, guarantee or representation of any kind, express or implied, as to the quality or the merchantability or fitness for any particular use or purpose in relation to the information furnished under the Electronic Broking Services or any other features or aspect of the Electronic Broking Services, including but not limited to investment advice and/or access to information or the execution of any buy or sell recommendations and/or the cancellation or amendment of the same.

The Customer also agrees that BAIDURI CAPITAL has no liability and will not be responsible for any loss or inconvenience that may be suffered by the Customer as a result of any action by the SGX-ST or the Monetary Authority of Singapore (“MAS”) or Autoriti Monetari Brunei Darussalam (“AMBD”) in exercise of their respective regulatory or supervisory functions over BAIDURI CAPITAL. The Customer agrees to permit BAIDURI CAPITAL and/or the SGX-ST or the MAS or AMBD to have access to such terminal as BAIDURI CAPITAL and/or the SGX-ST or the MAS or AMBD may request and to co-operate in answering any of their queries in relation to any aspect of the Electronic Broking Services.

The Customer must indemnify BAIDURI CAPITAL and hold BAIDURI CAPITAL harmless from and against any and all claims, losses, liabilities, costs and expenses (including but not limited to solicitors’ fees on a full indemnity basis) arising or which may arise out of the Customer’s breach or violation of these terms or any statements, comments, or remarks made by the Customer using Electronic Broking Services or any third party rights, including but not limited to violation of any proprietary or intellectual property rights, or the enforcement of any terms in this Section. This obligation to indemnify BAIDURI CAPITAL shall survive the termination of the Electronic Broking Services, the termination of these terms and conditions or any of the Primary Services.

The Customer must at all times ensure that the integrity and the security of the Electronic Broking Services is preserved and maintained. Accordingly the Customer must ensure, inter alia, that there is no unauthorized use of the Personal Identification Number(s) (“PIN”) or security code(s). The Customer will forthwith on being aware of any unauthorised access, or theft of the PIN(s) or security code(s) notify BAIDURI CAPITAL and provide such particulars as BAIDURI CAPITAL may require. The Customer is solely responsible to ensure that none of the events as mentioned in this Clause occurs, but if any of them does occur the Customer shall indemnify BAIDURI CAPITAL for any loss and damage that BAIDURI CAPITAL may suffer as a consequence of such unauthorised access and use. This obligation to indemnify BAIDURI CAPITAL shall survive the termination of the Electronic Broking Services, the termination of these terms and conditions or any of the Primary Services.

The Customer will notify BAIDURI CAPITAL forthwith of any failure to receive an appropriate response and/or confirmation that orders have been received and/or executed.

Notwithstanding anything herein to the contrary. BAIDURI CAPITAL may at anytime, in its absolute discretion terminate forthwith, without notice and for any reason whatsoever, the Customer’s right of access to and/or use of any of the Electronic Broking Services. In the event of such termination, BAIDURI CAPITAL shall not be liable to the Customer for any claim, lia