TERMS AND CONDITIONS
ADVISONOMICS SDN. BHD. (COMPANY NO.: 1350910-W)
TERMS AND CONDITIONS
The following terms and conditions apply to all accounts opened and maintained with Advisonomics Sdn. Bhd. (Company No.: 1350910-W).
1.1 In these terms and conditions, the following words and expressions shall have the meanings set out hereunder unless the context otherwise requires:
“Access Method” means any user identification, passwords and other security credentials assigned to the Client and required to access and use the Platform;
“Account” means the account under which the Client opens and/or maintains to have access to the financial products and services provided by Advisonomics;
“Advisonomics” means Advisonomics Sdn. Bhd. (Company No.: 1350910-W);
“AMLATFA” means the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities 2001;
“Applicable Laws” means all relevant or applicable statutes, laws, rules, regulations, directives, notices, stock exchange rules and circulars;
“Application Form” means the application form provided by Advisonomics to the Client in accordance with its general operating procedures for the application by the Client to open an Account;
“Bursa Malaysia” is the stock exchange of Malaysia;
“Business Day” means a day on which Advisonomics is open for business;
“CMSA” means the Capital Markets and Services Act 2007;
“Codes” shall have the meaning ascribed to it in Clause 8.4;
“Cooling-Off Period” shall have the meaning ascribed to it in Clause 4.8;
“Client” means any person or persons who hold(s) and operate(s) an Account with Advisonomics and includes the successors in title or legal representatives, whichever is applicable, of the Client;
“Dealing Day” means, in respect of any Security, a day on which dealings take place or may be effected in relation to the relevant Security;
“Electronic Services” shall have the meaning ascribed to it in Clause 8.1;
“ETF” means exchange traded fund;
“Force Majeure Event” means any event beyond Advisonomics’ control, such as fire, earthquake, flood, lightning, riots, strikes, lockouts, government action, war, the acts, orders, directives, policies, regulations, prohibitions or measures of any kind on the part of any court, governmental, parliamentary and/or regulatory authority imposed after the fact, power failure, acts or defaults of any telecommunications network operator, telecommunications disruption or computer failure;
“Fund” means any unit trust, investment fund, mutual fund, ETF or any other collective investment scheme authorised or recognised by the SC (or deemed to be authorised or recognised under law) and distributed by or made available through Advisonomics from time to time;
“Loss” means any and all loss, damage, costs (including cost of funding), charges and expenses of whatsoever nature and howsoever arising, including legal fees on a full indemnity basis;
“Mark” shall have the meaning ascribed to it in Clause 9.1;
“Market Dealer” means the dealer and/or issuer of any bond;
“Manager” means the manager and/or issuer of Units in any Fund;
“Officer” means any officer or employee of Advisonomics;
“Order” means any authorisation, request, instruction or order (in whatever form and howsoever sent) given or transmitted to Advisonomics by the Client or which Advisonomics or an Officer reasonably believes to be the authorisation, request, instruction or order of the Client, and includes any authorisation, request, instruction or order to revoke, ignore or vary any previous authorisation, request, instruction or order;
“Parties” means Advisonomics and the Client;
“Person” includes any individual, government, stock exchange, statutory body, business, firm, partnership, corporation or unincorporated body;
“Personnel” means the directors, officers, employees, servants, agents and employees of Advisonomics and/or its nominee;
“Platform” means the online platform (accessible including but not limited to website at Advisonomics.my or mobile application) operated by Advisonomics;
“RSP” means regular savings plan;
“SC” means the Securities Commission of Malaysia;
“Security” or “Securities” means debentures, stocks, shares, bonds, notes, rights, warrants, Units in any Fund, certificates of deposit issued by a government, body corporate or unincorporated or international body and includes any derivative instrument (including any warrant, option, transferable subscription right, loan stock and convertible right) in respect of any security authorised or recognised by the SC (or deemed to be authorised or recognised under law) and distributed by or made available through Advisonomics from time to time;
“Sophisticated Investor” means a Client who has successfully declared themselves as a sophisticated investor, which term is as defined in Clause 2.01 of the ‘Guidelines on Unlisted Capital Market Products under the Lodge and Launch Framework’ issued by the SC dated 9 March 2015 (as the same may be amended, varied or replaced from time to time) and the CMSA (as the same may be amended from time to time);
“Statement” shall have the meaning ascribed to it in Clause 3.9;
“Transaction” means any transaction effected under the Account in respect of any Security and includes applications for subscription, switching, transferring and redemption of Units in any Fund and/or Securities;
“Unit” means a share or unit in a Fund or Security;
“Wholesale Fund” means a unit trust fund that is open for subscription, offered and issued only to a Sophisticated Investor;
“Wrap Account” means an account whereby a Client consolidates his investments (including but not limited to Funds) to which the Client’s financial adviser provides investment advice and the operation of such account shall be in accordance with the provisions set out in the supplemental terms and conditions; and
“Wrap Fees” means a fee that is calculated and accrued on a daily basis and payable every month at a specified percentage rate per annum of the funds under management of Units of the relevant Fund purchased through Advisonomics, and as detailed in Paragraph 2 of Schedule 2.
1.2 Any reference to a statutory provision shall include such provision as may from time to time be modified, amended or re-enacted so far as such modification, amendment or re-enactment applies or is capable of applying to any Transaction.
1.3 References to any document or agreement shall be deemed to include references to such document or agreement as may be amended, novated, supplemented, varied, or replaced from time to time.
1.4 References to clauses shall be read in the case of sub-clauses, paragraphs, and subparagraphs as being references to sub-clauses, paragraphs and sub-paragraphs as may be appropriate.
1.5 Headings to clauses are for convenience only and shall not affect the interpretation thereof.
1.6 Words denoting the singular shall include the plural and vice versa.
1.7 Words denoting individuals shall include both legal and natural persons and vice versa.
1.8 All annexures and schedules attached hereto shall be construed as an essential part of these terms and conditions.
2.1 As part of the registration process, the Client is required to:
(a) create an account and provide its name, email address, phone number and create a password (or any other information Advisonomics may request in order to establish the appropriate Access Methods). These are the Client’s registration details for accessing the Account. The Client will receive a notification via email once the Client has successfully registered an account with Advisonomics; and
(b) provide certain information as requested by Advisonomics for the purpose of account application to the relevant Manager / Market Dealer.
2.2 You must be at least 18 years of age to register or use the Account. If you do not qualify under these terms and conditions, do not use the services or proceed with registration.
3 GENERAL CONDITIONS
3.1 Advisonomics will provide the Client with all or any of the following services in relation to the Account:
(a) Provision of copies of fund offering documents, fund fact sheet, prospectus, marketing materials or any other relevant documents relating to the Securities (if applicable);
(b) Advisory services to the Client relating to the Client’s investments;
(c) Assistance in assessing, updating, and understanding the Client’s financial goals as the basis for the Client’s investment in the Securities or any participation in any dealings or investments under the Account; and
(d) Performance of the Client’s instructions with respect to the Account, or in relation to any other instructions which the Client may give, relating to any Securities in which the Client proposes to invest or have invested in and which Advisonomics may agree to process.
3.2 The Client represents and undertakes that:
(a) in the case of a corporate, it is duly incorporated and validly existing under the laws of the country of its incorporation;
(b) it has full capacity and authority to accept and agree to these terms and conditions, to open, maintain and/or continue to maintain all Account(s) from time to time opened and/or maintained and/or continued to be maintained with Advisonomics, and to give Advisonomics Orders thereon and to enter into any Transactions contemplated herein;
(c) it has taken all necessary corporate and other action and/or obtained all relevant authorisations, consents, licenses or approvals (whether under Applicable Laws or otherwise) required to accept and agree to these terms and conditions, to open, maintain and/or continue to maintain all Account(s) from time to time opened and/or maintained and/or continued to be maintained with Advisonomics, and to give Advisonomics Orders thereon and to enter into any Transactions contemplated herein;
(d) it authorises, consents and agrees to the disclosure by Advisonomics and/or any of its Officers or agents, at any time and from time to time, of any or all information in respect of any particulars of the Client, the Transactions or the Account to any Person as Advisonomics may, in its sole and absolute discretion, deem fit, appropriate or necessary, or when such disclosure is made in accordance with Applicable Laws;
(e) it shall not, without the prior written consent of Advisonomics, assign, charge or encumber any Account or the Client’s rights therein, or create or permit to create, in favour of any Person (other than Advisonomics) any interest by way of trust or otherwise in any Account. Advisonomics shall not be required to recognise any Person other than the Client as having any interest in any Account;
(f) it may only use the Account for lawful, non-commercial, personal purposes and not for any purpose that is illegal or prohibited by these terms and conditions;
(g) it agrees at all times that all the information provided to Advisonomics is accurate and complete, and the Client is obliged to regularly update this information as and when required. The Client agrees to not impersonate any other individual or entity, misrepresent affiliation with any person/entity, or hide any required information from Advisonomics for any purpose;
(h) it acknowledges that the results and outcome generated by the services is to the best of Advisonomics’ knowledge or based on the Client’s answers to a series of questionnaires and do not constitute an opinion or advice, nor is it a substitute for the same;
(i) it acknowledges that it is solely responsible to: (i) evaluate the quality, adequacy, completeness and usefulness of all services, advice, opinions and other information provided by Advisonomics; and (ii) seek further professional advice at all times and obtain independent verification of the materials and information provided herein prior to making any investment, business or commercial decision based on any such materials or information. The Client agrees that its use of the services is solely at its own risk;
(j) it agrees that the timeliness, accuracy, and completeness of any or all of the services is not guaranteed. Advisonomics will not be responsible for any errors or omissions or for the results obtained from the use of such services;
(k) no litigation, arbitration or administrative proceeding against the Client is current, pending or threatened to restrain the Client’s entry into or performance of the Client’s obligations herein;
(l) it has read, understood and accepted the terms of the risk disclosure statements, that the risk disclosure statements are not substitute for taking independent advice, and that no Transaction will be entered into in reliance on any statement, advice or information, unless provided otherwise, by Advisonomics;
(m) unless agreed by Advisonomics, no person other than the Client has an interest in any Account;
(n) except with the express written consent of Advisonomics, no person has or will have any security or encumbrance over any Account and/or over any cash or assets in any Account;
(o) any Orders placed or any dealings in the Account(s) is solely and exclusively based on its own judgment and after its own independent appraisal and investigation into the risks associated with such Orders or dealings; and
(p) it agrees to furnish appropriate financial statements to Advisonomics, disclose any material changes in its financial position to Advisonomics and furnish promptly such other information concerning the Client as Advisonomics may reasonably request.
The above representations and undertakings shall be deemed repeated whenever the Client gives Orders to Advisonomics, enters into any transactions contemplated herein or whenever the Client establishes a new Account with Advisonomics.
3.3 The Client acknowledges that Advisonomics is required by law to carry out all necessary security and Client due diligence checks on the Client in order to provide services to the Client. The Client may need to provide additional information (in a format acceptable to Advisonomics) so Advisonomics can verify the Client’s identity as a condition of processing payment order, Account opening, or otherwise providing services to the Client. Advisonomics may make, directly or through any third party, any inquiries Advisonomics considers necessary to validate information that the Client provides, including checking commercial databases or credit reports. Where applicable, the Client authorises Advisonomics to obtain one or more credit reports, from time to time, to establish, update, or renew the Account, or in the event of a dispute relating to these terms and conditions and/or activity under the Account.
3.4 Advisonomics may monitor all access to and use of the Platform so as to detect any improper activity relating thereto. The Client shall comply in a timely manner with any requests for information, documents and other material requested by Advisonomics.
3.5 Advisonomics may engage or appoint any Person (who is not an Officer or related to Advisonomics) to carry out any Order or to exercise any authority granted to Advisonomics by the Client whether under these terms and conditions or otherwise. In making such engagement or appointment, Advisonomics shall not be liable to the Client for any Loss suffered or incurred by the Client as a result of any act or omission of such Person.
3.6 The Client’s relationship with Advisonomics, the operation of the Account and the implementation of all Orders shall be subject at all times to the Applicable Laws. Advisonomics may take or refrain from taking any action whatsoever (including but not limited to refusing to implement any Orders), and the Client shall do all things required by Advisonomics, in order to procure or ensure compliance with Applicable Laws.
3.7 The Client hereby agrees to ratify and confirm all Transactions and all acts and things done or caused to be done or effected by Advisonomics on the Client’s behalf in relation to the Account or the Securities held on behalf of the Client and agrees that such Transactions, acts and/or things done shall also be governed by these terms and conditions.
3.8 The Client hereby irrevocably authorises Advisonomics, its directors and officers to sign and execute all documents and perform all acts in the name and on behalf of the Client in connection therewith, whether in respect of any Transaction relating to the Account or these terms and conditions (including but not limited to the protection or preservation of any of Advisonomics’ rights and remedies hereunder, the payment of all monies due and owing to Advisonomics by the Client and as may be required under the laws of any jurisdiction for the exemption from any tax or duty in relation to the transfer and/or delivery of a Security, or the Account) or in respect of anything required to give effect and/or substance thereto. For the avoidance of doubt, nothing in this Clause shall impose any obligation on Advisonomics to take any action or exercise any rights pursuant to the authorisation given by the Client under this Clause and Advisonomics shall at all times have the absolute discretion in determining whether or not to exercise any of the authorised actions granted by the Client hereunder.
3.9 Any statements of account, contract notes (if applicable), confirmations or notifications in respect of any Order or any document (“Statement”) in relation to the Account shall be made available to the Client from time to time, and the Client agrees that it will inform Advisonomics of any mistakes or omission or disagreements within seven (7) days from the date of the relevant Statement. If the Client fails to do so, the Client is deemed to have agreed to the contents in such Statement and will no longer have the right to dispute the accuracy of the Statement. Accordingly, Advisonomics has the right to treat the Client’s silence as the Client’s representation that the Statement is accurate. Nothing in this Clause shall prevent Advisonomics from unilaterally amending any such Statement for any inaccuracy it detects.
3.10 Any instructions (oral or otherwise) purported to be given by any person other than the Client, need not be acted on by Advisonomics but Advisonomics is authorised to act on any and all such instructions which Advisonomics believes in good faith, or has reason to believe, is from the Client as soon as such instructions have been received by Advisonomics without requiring written confirmation thereof. Advisonomics shall not be liable for any Loss incurred by the Client as a result of Advisonomics so acting.
3.11 Documents, notices and/or proxy forms relating to a unit holder’s meeting shall be sent by Advisonomics to the Client not later than three (3) Business Days from receipt of the Manager’s notification and the Client is required to respond within the timelines as stipulated by Advisonomics. Upon receipt of all relevant proxy forms, Advisonomics will compile and submit the same to the relevant Manager. In relation to a unit holder’s meeting, Advisonomics reserves the right to vote, to give instructions or to give consents (or otherwise), on behalf of the Client.
4 SECURITIES PROVISIONS
4.1 The Client may instruct Advisonomics to execute any Transaction by placing an Order with Advisonomics subject to completion of payment process in accordance with Clause 10.1 below. Upon the receipt of such Order, Advisonomics shall execute the Transaction by placing an order with the relevant Manager/Market Dealer/stock exchange. The Order becomes irrevocable immediately after Advisonomics has executed the Transaction by placing an order with the relevant Manager/Market Dealer/stock exchange.
4.2 In the case of an Order for the subscription of Securities (excluding ETFs and stocks), Advisonomics shall execute the Transaction by placing the Order with the relevant Manager/Market Dealer.
4.3 Orders placed by the Client with Advisonomics may be aggregated and consolidated either daily or from time to time by Advisonomics together with orders placed by Advisonomics’ other Clients or any other person whom Advisonomics deems fit, for the purposes of placement of the orders by Advisonomics with the relevant Manager/Market Dealer/stock exchange.
4.4 Orders received by Advisonomics on any Dealing Day before the relevant cut-off time (as may be specified by Advisonomics in its sole and absolute discretion) shall be consolidated with other orders (if any) for placement with the relevant Manager/Market Dealer/stock exchange on the same Dealing Day. Orders received after the specified cut-off time shall be deemed to be an Order received by Advisonomics on the next Dealing Day and shall only be placed with the relevant Manager/Market Dealer/stock exchange on the next Dealing Day.
4.5 Where the Client makes an Order for the switching between the relevant Securities, Advisonomics will process the Order upon the fulfilment of certain conditions as prescribed by Advisonomics and the relevant Manager (whichever applicable). In any event, Advisonomics shall not be deemed as providing an advance, loan or credit facility to the Client. The Client further acknowledges that he/she is aware of the costs and/or disadvantages that may arise from any switch transactions.
4.6 Advisonomics will transmit the Clients’ orders for the purchase or switching of the Units to the relevant Manager before 4:00 p.m. Malaysian time on any Business Day. Orders received after 4:00 p.m. on a Business Day will be treated as if received on the following Business Day. Except for the Apex Dana Al-Kanz fund, the cut off time shall be at 11:00 a.m.
4.7 The Client acknowledges that any Manager/Market Dealer/stock exchange or Fund which receives the order from Advisonomics is not obliged to accept the order in part or whole. Advisonomics shall not be liable or responsible for any action or rejection on the part of any Manager/Market Dealer/stock exchange or Fund in respect of any order. Advisonomics shall have no responsibility or liability for ensuring that the relevant Manager/Market Dealer/stock exchange or Fund allots the Securities or for any Losses (including any loss of investment opportunity) which the Client may suffer or incur as a result of any refusal to accept or delay in accepting such order by the Manager/Market Dealer/stock exchange or the Fund.
4.8 The Client acknowledges that the issue prices and redemption (realisation) prices are determined by the Manager/Market Dealer/stock exchange in accordance with the relevant trust deed or prescribed procedures on any Dealing Day. Accordingly, any price or value quoted by Advisonomics to the Client in respect of any Security is not conclusive and is indicative only. The Client hereby agrees that in placing its Order, it is not relying on any such information provided to it by Advisonomics and acknowledges that the applicable issue or redemption price in relation to the Client’s Order may be different from the indicated or quoted prices.
4.9 A qualified Client who is investing in a particular Fund for the first time, has the right to request for a refund of his/her investment in the said Fund, during the cooling-off period prescribed in each deed or prospectus of the relevant Fund which in any case should not be fewer than 6 business days (with ‘business days’ being as per the definition of the same in the deed or prospectus) from the date of receipt of application and investment amount by the Manager (“Cooling-Off Period”) provided always that such notice of withdrawal is received by Advisonomics no later than the relevant cut-off time (as may be specified by Advisonomics in its sole and absolute discretion) on a Dealing Day within the Cooling-Off Period stated in the relevant deed or prospectus. All such request for a refund shall be subject to Applicable Laws and the terms and conditions of the relevant Manager/Market Dealer/stock exchange or Fund. For the avoidance of doubt, a cooling-off right is only available for a qualified Client’s first investment on the Advisonomics platform. The Client shall be liable for any and all costs and expenses incurred by Advisonomics or which may be imposed by the relevant Manager/Market Dealer/stock exchange or Fund (whichever is applicable) in relation to any refund of investment and hereby authorises Advisonomics to deduct all such costs and expenses from the refund proceeds due to the Client as may be permitted under Applicable Laws.
4.10 If, in Advisonomics’ opinion, there is a dispute about an Order, Advisonomics may take any action which it considers necessary to close any open position that is the subject of the dispute, without any prior notice to the Client.
4.11 The Client acknowledges that he/she is aware of the arrangements in relation to claiming and receiving dividends and other entitlements accruing to the Client. The arrangements are as determined by the Manager/Market Dealer/stock exchange and is not guaranteed.
4.12 The Client agrees and acknowledges that he/she is responsible for fully understanding and complying with the rules and regulations and terms and conditions of each exchange or market on which a Security is entered into by or through Advisonomics as well as those of any relevant clearing house. A breach of any such rules or regulations may result in disciplinary action or civil liabilities against the Client. Without limitation to the foregoing, the Client understands and acknowledges that many exchanges have rules which prohibit the execution of certain types of transactions using their Account, such as wash trades and pre-arranged trades.
4.13 The Client shall be responsible for the reporting requirements under the Applicable Laws in respect of the purchase, subscription, sale and/or redemption of any Securities in any corporation including but not limited to the Client’s holdings in a corporation as a director and/or substantial shareholder of such corporation. Furthermore, the Client is aware of his/her obligations to disclose his/her substantial shareholding in securities of corporations whose securities are listed on Bursa Malaysia in accordance with Applicable Laws.
4.14 For Securities purchased or subscribed through Advisonomics, the Securities must be sold through Advisonomics.
4.15 The record of any and all instructions, communications, operations or transactions, or recollection of any Personnel receiving any oral instructions, from the Client whether subsequently reduced to writing or otherwise, is conclusive against the Client and binding on the Client as to the contents of such oral instructions. The Client agrees that such records are admissible as evidence and that the Client shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of the contents of such records.
5 JOINT ACCOUNTS
5.1 Where applicable, if an Account is opened or maintained in the name of more than one Person or a partnership, the term “Client” shall refer to each Person or partner jointly and severally, and the liability of each such Person or partner to Advisonomics shall be joint and several. No Person constituting the Client shall be discharged, nor shall his liability be affected by, any discharge, release, time, indulgence, concession, waiver or consent given at any time in relation to any one or more of the other such Persons constituting the Client.
5.2 In respect of each Account opened in the name of two or more Persons or a partnership, any of the Persons named in such Account is authorised to give Orders in relation thereto provided that such Person is at least 18 years of age. Notwithstanding the aforesaid, for Account closure and transfer cases, such instructions shall be made with the consent and signatures of all the Persons named in such Account. Any correspondence, mail, notice or communication addressed and sent by Advisonomics to any of the Persons named in respect of a Joint Account shall be deemed to have been addressed and sent to all the Persons named in respect of such Joint Account. Redemption proceeds received in relation to the Account will be paid or credited in accordance with the terms and conditions of the relevant Manager/Market Dealer, or otherwise as required by Applicable Laws.
5.3 In a Joint Account if Advisonomics prior to acting on any instructions given by one signatory, receives contradictory instructions from the other signatory, Advisonomics may thereafter only act on the instructions of all signatories for the Joint Account.
5.4 In the event of the death of the Main Client, Advisonomics shall, subject to Applicable Laws, act on the instructions of the legal guardian of the surviving minor, provided the legal guardian agrees to indemnify Advisonomics against any Losses which may be incurred by Advisonomics as a result of acting on the legal guardian’s instructions. In the absence of evidence to the contrary, Advisonomics shall regard the minor’s natural parents as the minor’s legal guardian.
5.5 The doctrine of survivorship shall apply to any Account opened in the joint names of more than one Person or in the name of a partnership. Accordingly, in the event of the death of such Person or any partner constituting the Client, the Account shall immediately vest in the surviving Person(s) or partner(s) (as the case may be).
6.1 The Client acknowledges that there are certain security, corruption, transmission error and availability risks associated with using the Platform and agree, to the maximum extent permitted under Applicable Laws, to assume such risks. Without limiting the generality of the foregoing, the Client acknowledges and accept, given the nature of electronic transactions and electronic telecommunication platforms such as the Platform, the unique risks of using the Platform, which include, but are not limited to, the following:
(a) delays in, or inability to, access or use the Platform due to any hardware, software, system or connection failure, error, malfunction, omission, interruption, delay in transmission or computer virus;
(b) loss, or errors in transmission, of data or information that may occur due to any cause whatsoever, including any failure of any of our electrical, electronic, computer, microprocessor, recording or communication system;
(c) the need to conduct maintenance of the Platform system infrastructure from time to time, and any delay, failure, error or omission which may ensue therefrom; and
(d) the failure of any electronic security measures including, without limitation, filters, authentication processes and anti-virus software, whether or not for the protection of the integrity of the Platform, the privacy of your information or otherwise,
and the Client agrees that Advisonomics shall not bear any liability or losses of any kind, and the Client shall release Advisonomics from any claim the Client may have, with respect to or referable to the above risks and any losses arising therefrom, regardless of whether Advisonomics had been advised, or were aware of the possibility, of such risks. The Client shall assume the entire cost of all necessary servicing, repair, or correction, including any defect, problem or damage in the computer or systems, if required.
6.2 The Client acknowledges that investments in Units are subject to investment risks and market risks, including possible loss of the principal amount invested. The Client represents and warrants that the Client understands and is fully aware of the risks involved in investing in the Securities, or participating in any dealings or investments under the Account.
6.3 In relation to investments into the Securities or any participation in any dealings or investments under the Account, the Client acknowledges that it has been provided and will read up-to-date versions of the prospectuses or any materials supplied by the relevant Manager/Market Dealer/stock exchange or investment product that might exist on the date of the Transaction and the date of the Order given by the Client to Advisonomics prior to placing any Order with Advisonomics to subscribe for Units in such Securities. The Client acknowledges and agrees that Advisonomics shall bear no liability or responsibility whatsoever to the Client for any error, misstatement or omission in any Prospectus or report or any other material prepared by or issued by any Manager/Market Dealer/stock exchange or investment product, or wilful action or omission, default, fraud or negligence by the Manager/Market Dealer/stock exchange or Fund. Advisonomics undertakes no liability with regard to the performance of the obligations represented by the Manager/counterparty/stock exchange. The Client acknowledges that Advisonomics is assisting the Client to purchase the Securities from such Manager/counterparty/stock exchange and does not act as agent on behalf of the Manager/counterparty/stock exchange.
6.4 Advisonomics accepts no responsibility and will bear no liability to the Client for giving any recommendation or advice to the Client as to whether to invest or not to invest in any Security, or in connection with the performance of any Security, or any participation in any dealings or investments under the Account. The Client acknowledges the desirability and importance of seeking independent financial or professional advice with respect to any dealings or investments in Securities or investment opportunities. The Client acknowledges that any dealings or investments under the Account or in any such Security is solely and exclusively made by the Client based on the Client’s own judgment and after the Client’s own independent appraisal and investigation into the risks associated with such dealings or investments have been made.
6.5 The Client should be aware that if the Client redeems the Security before the maturity date (if applicable), the Client may not receive the benefit of the capital protection, the capital guarantee or the additional minimum return (if applicable).
6.6 Where applicable, the Client who applies for, or is otherwise interested in any units/shares in any Wholesale Funds is responsible to ensure that: (i) the Client satisfies the definition of “sophisticated investors” set out in Clause 2.01 of the ‘Guidelines on Unlisted Capital Market Products under the Lodge and Launch Framework’ issued by the SC dated 9 March 2015 (as the same may be amended, varied or replaced from time to time and the CMSA (as the same may be amended from time to time); (ii) the Client is not prohibited from acquiring such shares by reason of his/her domicile, nationality or other standing; and (iii) the Client is fully aware or has consulted and been advised by a financial or legal advisor on the terms and risks which may be applicable to the Wholesale Funds.
6.7 In addition to the above, the acknowledgment and acceptance by the Client of the Risk Disclosure Statement Relating to Securities set out in Schedule 1 shall be a condition precedent to Advisonomics’ performance of its obligations in relation to the Account.
7 TRANSACTION LIMITS AND RESTRICTIONS
7.1 Advisonomics may, at any time in its sole and absolute discretion, impose upon the Client any position or Transaction limits, or any trading or Transaction restrictions. Such limits may include minimum sizes for Transactions, specified times or procedures for communicating Orders to Advisonomics or otherwise. Such limits may also be set by a regulatory, statutory or such other body as may govern the Transactions. In placing Orders with Advisonomics, the Client shall not exceed any limits or breach any restrictions, whether imposed by Advisonomics or any such body.
7.2 Advisonomics shall have the absolute discretion whether to accept and partially execute any Order to ensure that the relevant limit or restriction imposed is not breached or to entirely reject such Order.
8 ELECTRONIC SERVICES
8.1 Advisonomics may, from time to time and at its sole and absolute discretion, provide to the Client, such website, computer, telephone, mobile telephone services or systems (including but not limited to the Platform) (“Electronic Services”) for the purposes of:
(a) viewing details or information relating to his Account;
(b) transmitting Orders to Advisonomics for execution;
(c) engaging in any other activities and services as Advisonomics may include as part of such Electronic Services from time to time; and
(d) having access to, including but not limited to key market indicators and real-time quotes.
8.2 The Electronic Services (if any) is provided “AS IS” on an “IS AVAILABLE” basis without any representations or any kind of warranties whatsoever (whether expressed or implied by law). Advisonomics and our licensors disclaim to the fullest extent permitted by Applicable Laws all express, implied and statutory warranties, including without limitation, the warranties as to functionality, operability, accessibility, accuracy, correctness, reliability, up-to-dateness, timeliness, satisfactory quality, merchantability, fitness for a particular purpose, and non-infringement of proprietary rights. Without limiting the foregoing, Advisonomics does not warrant that the services, functions contained in or access to the Electronic Services, or other content will be timely, uninterrupted or error-free without omission, that defects will be corrected, or that the Electronic Services or its contents are free of infection by computer viruses and/or other harmful or corrupting code, programme, macro and such other unauthorised software, or that the download, installation or use of any system or content of the Electronic Services in or with any computer will not affect the functionality or performance of the computer. Advisonomics is not and will not be responsible or liable for the deletion or failure to store any content maintained or posted by or through the Electronic Services.
8.3 It may be necessary for Advisonomics to perform scheduled or unscheduled repairs or maintenance, or remotely patch or upgrade the Electronic Services, which may temporarily degrade the quality of the Electronic Services or result in a partial or complete outage of the Electronic Services. In this regard, Advisonomics will not be liable to the Client or any third party for any such degradation in the quality or outage of the Electronic Services.
8.4 The Client has the sole responsibility and shall be liable for the security and safe keeping of the Client’s Account number as well as any and all passwords, identification and other codes issued to the Client by Advisonomics or by any certification authority duly recognised by Advisonomics for the purpose of enabling the Client to access the Electronic Services and the Account (“Codes”).
8.5 The Client agrees that Advisonomics shall be entitled to rely on the digital signature and/or correct entry of the Codes in order to ascertain whether any Order placed with Advisonomics is that of the Client’s and to act on that assumption. Orders placed via the Electronic Services are placed at the Client’s sole risk. The Client shall be fully responsible and liable for any Orders placed with Advisonomics through the use of the Electronic Services notwithstanding that such Order may have been given by a third party with or without authority to give such instructions or Order on behalf of the Client, and the Client may not be able to amend or cancel its Orders before they are executed.
8.6 For security reasons, the Client’s access and use of the Electronic Services (including the Platform) shall be strictly limited to the Client. The Client agrees that:
(a) Advisonomics may determine the appropriate Access Methods, which may involve a combination of one or more access controls;
(b) it shall be solely responsible for ensuring secure internal and, to the fullest extent possible, external controls on access to and use of the Electronic Services, including but not limited to the security and confidentiality of the Access Methods (such as password and answers to security questions). Advisonomics shall be entitled to terminate or suspend the Client’s Access Methods if Advisonomics is notified or suspect that the Access Methods have been stolen, lost, damaged, compromised or there has been unauthorised use of them, provided always that the Client shall remain responsible for any actions taken through the use of the Access Methods before they are so terminated or suspended;
(c) it shall be solely responsible for, and be bound by, all acts or omissions of any person using the Electronic Services through the Access Methods (where applicable). Advisonomics is under no duty of inquiry regarding the identity, authority or capacity of any such person and are entitled to rely on any instructions submitted by any person accessing or using the Electronic Services through the Access Methods or through alternative methods, even if made fraudulently and even if they conflict with the terms of any other instructions given by the Client; and
(d) it will notify Advisonomics immediately if there is any unauthorised use of the Account or any other breach of security including if your password has been stolen or compromised.
8.7 The Client agrees that the risk of electronic instructions given by the Client pursuant to these terms and conditions not being genuine or being forged, fraudulent, ambiguous or erroneous lies solely with the Client, and the Client undertakes to keep Advisonomics and its Personnel indemnified against all Loss incurred by Advisonomics or its Personnel arising out of anything done or omitted pursuant to the said electronic instructions given or purportedly given by the Client or his authorised person. It is the Client’s responsibility to obtain independent professional advice in respect of any information and/or reports obtained via the Electronic Services, and to verify such information and/or reports. Neither Advisonomics nor the Personnel shall have any liability to the Client incurring any loss, damage, cost, expense or claim whatsoever and howsoever caused or arising, including but not limited to:
(a) any reliance by the Client 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 customised for the use of the Client;
(b) the loss or unauthorised use of the Codes;
(c) the unauthorised use of or access to the Electronic Services;
(d) forgery of the Client’s digital signature;
(e) any delay, fault, failure or loss of access to, or unavailability of the Electronic Services for whatever reason (including but not limited to the failures of third party providers);
(f) any delay, failure or omission in the execution of the instructions of the Client, inclusive but not limited to the need to verify instructions due to considerations of security;
(g) any non-performance, defective performance or late performance of the Electronic Services through any cause whatsoever, including errors due solely to malfunction of the Electronic Services or equipment, infrastructure or programs;
(h) any telecommunication or interconnection defects, faults or problems, system crashes, software errors or defects, sabotage or unlawful access; or
(i) any failure, downtime, crash, breakdown or malfunction of or defects or glitches in the Electronic Services.
8.8 In the use of the Electronic Services, the Client shall not:
(a) 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 Services in any manner whatsoever without the express written consent of Advisonomics and shall not use the information for any wrongful or illegal purpose or in contravention of Applicable Laws;
(b) make any additions, modifications, adjustments or alterations to, tamper any part or corrupt any information or services available on or through the Electronic Services;
(c) permit any equipment or software to be linked to or communicate in any manner or be used in connection with any other service or system whereby any information and/or reports obtained from Advisonomics may be accessed, used, stored or redistributed by or through such other equipment or software;
(d) use the facilities available under the Electronic Services otherwise than as contemplated under these terms and conditions or such other directions which may be issued by Advisonomics from time to time; and
(e) introduce into the Electronic Services any content, materials or code which contains any virus, Trojan horse, work, time bomb, cancelbot or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system or data. The Client undertakes not to back into, disrupt, disable, burden or otherwise interfere with the accessibility or impair the proper function of the Electronic Services, the services which may be provided pursuant to any agreement or the systems, which shall include, without limitation, spoof attacks, backing, sniffing, tampering, denial-of-service attacks, tampering, reverse engineering or reprogramming.
8.9 In providing the Electronic Services to the Client, Advisonomics may in its sole and absolute discretion, from time to time and without notice to the Client:
(a) amend, modify, suspend or terminate the operation of the Electronic Services;
(b) suspend or terminate the Client’s access to or use of the Electronic Services; or
(c) deactivate the Codes;
and shall not be liable to the Client for any Loss which may be suffered by the Client consequent upon any of the above actions.
8.10 Where the Client makes payment to Advisonomics for any Order, via any third party device, the Client agrees that any and all risk related to such payment, including but not limited to the provision of personal bank details, lies solely with the Client.
8.11 The Electronic Services may contain links to other websites which are not maintained by Advisonomics. Similarly, other websites may contain links to the Platform. Advisonomics has no control over such sites and resources, and the Client acknowledges and agrees that Advisonomics is not responsible for the availability or contents of those websites and shall not be liable for any damages or injury arising from the availability or contents of those websites. Any links to other websites are provided as a convenience to the Client as a user of the Platform, and does not imply our endorsement of the linked website or association with their operators. Advisonomics disclaims all responsibility and liability, direct or indirect, for any damage or losses (including any virus, spyware, malware, worms, errors or damaging materials contained in the linked sites) caused or alleged to be caused by or in connection with the use or reliance on any such content available on or through any such site or resource, which are accessed and used at your own risks.
9 INTELLECTUAL PROPERTY RIGHTS
9.1 The names, images and logos or any other trademarks (“Marks”) identifying Advisonomics or third parties and their products and services are subject to copyright, design rights and trade marks of Advisonomics and/or third parties, and all rights to the Marks are expressly reserved by Advisonomics or the relevant third parties. Nothing contained in these terms and conditions shall be construed as conferring by implication, estoppel or otherwise any licence or right to use any trademark, patent, design right or copyright of Advisonomics or any other third party, without the prior written consent of Advisonomics or such third party. The Client shall not use the Marks of Advisonomics or of any other third party in any way, including in any advertising or publicity, or as a hyperlink without Advisonomics’ prior written consent.
9.2 Advisonomics, our service providers, agents (or their sub-agents), contractors (or their sub-contractors), delegates, suppliers, and other third parties Advisonomics may appoint for the operation of this Platform or the provision of services to the Client and licensors, own and retain all rights, titles and interests in and to: (a) the Platform; (b) all hardware, software, and other items used to provide the services to the Client; and (c) all materials, including without limitation, the information, databases, data, documents, online graphics, audio and video, in the Platform, which contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorised by Advisonomics, the Client shall not copy, modify, publish, transmit, distribute, perform, display or sell any of Advisonomics’ proprietary information. The Client shall also not decompile, reverse engineer or otherwise attempt to discover the source code of any content available on the Platform except under the specific circumstances expressly permitted by Advisonomics in writing.
9.3 By submitting, posting or displaying content on or through the Platform, the Client grants to Advisonomics a worldwide, non-exclusive, royalty-free licence to reproduce, adapt and publish such content on the Platform for the purpose of displaying, distributing and promoting the Platform or any other services Advisonomics may provide to the Client. The Client further grants to Advisonomics an irrevocable non-exclusive licence to use such content submitted, posted or displayed, including any ideas, inventions, concepts, techniques or know-how disclosed herein, for any purpose, including the developing and/or marketing of any of our services. Advisonomics reserves the right to retain an archival record of all such content including those deleted or removed by the Client.
9.4 In the event that the Client downloads any software, applications or script from the Platform, the software, applications or script, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the “Software”) are licensed by Advisonomics to the Client on a non-exclusive, non-transferable, and non-sublicensable basis for the sole purpose of utilising Advisonomics’ services in accordance with these terms and conditions. For the avoidance of doubt, Advisonomics is not transferring and will not transfer, title ownership or any other rights to the Software to the Client. The Client shall not redistribute, sell, decompile, reverse-engineer, disassemble or otherwise deal with the Software. Any Software downloaded from the Platform shall be at the Client’s own risk.
9.5 The Client shall not imitate, copy, modify, decompile, disassemble, reverse engineer, distribute, disseminate, reproduce, license or create any derivative works from, assign, transfer or sell, in full or in part and in any way, the Platform or any information, data, products or services obtained from the Platform (“Platform Contents”). Unauthorised conduct or use of the Platform or the Platform Contents may violate our or any third party owners’ intellectual property rights and may also be an offence under the Malaysian Computer Crimes Act 1997. The Client shall be entitled to retrieve and display the Platform Contents on any compatible device owned by the Client and retain a copy of the Platform Contents for record, provided that the Client keeps intact all accompanying intellectual property rights and other proprietary notices.
10 FEES AND PAYMENT
10.1 All payments from the Client to the relevant Manager/Market Dealer or from the relevant Manager/Market Dealer to the Client in relation to any Order (including fund currency, fund clearance, deductions and withholdings) shall be settled in accordance with the terms and conditions of the relevant Manager/Market Dealer. For the avoidance of doubt, this may include the fees and charges provided in Paragraph 1 of Schedule 2. Advisonomics shall not be liable for any Loss incurred by the Client as a result of the foregoing fees and payments.
10.2 Any taxes, duties, disbursements, costs and/or other expenses incurred by the Client in connection with the Account or otherwise in connection with the Client shall be borne by the Client, unless otherwise provided.
10.3 Redemption proceeds received in relation to the Account will be paid or credited in accordance with the terms and conditions of the relevant Manager/Market Dealer or otherwise as required by Applicable Laws. The redemption proceeds will be net of any fees, charges or expenses incurred in connection with the redemption, unless otherwise provided. Advisonomics shall not be under any duty to ascertain or have any responsibility for the adequacy of the consideration received.
10.4 The Client acknowledges that in relation to investments in the Securities or any participation in any dealings or investments under the Account, the Manager/Market Dealer/stock exchange and/or the investment product would collect and pay monies (by way of commissions, discounts, fees or otherwise) to Advisonomics in connection with, or in relation to, the issue of Units to or for the Client, or other dealings in connection with Units in any Security including the Wrap Fees. The Client agrees that Advisonomics may retain these monies for its sole benefit and is under no obligation to account to the Client for such monies.
11.1 Clients are to ensure that there are sufficient balance in clients’ bank account for successful creation of RSP subscription units.
11.2 Change of amount request or termination request received from the 22nd to 30th of the month will only be effective from the next RSP cycle, as existing approved RSP-FPX e-mandate would have been processed for deduction on the 1st of the current month.
11.3 The transaction date for the RSP subscription contracts will be the 1st of every month if it is a business day and fund-trading day. Otherwise, the transaction date will be the next fund-trading business day.
11.4 RSP will be terminated automatically after three consecutive failed RSP deductions. An email will be sent to notify the investors of the voided RSP.
11.5 RSP subscription contracts are treated as normal lumpsum subscription contracts. There are no lock-in periods and clients may redeem anytime once the transaction have been completed. Holding and redemption of the funds will be subjected to the terms and conditions of the Master Prospectus.
11.6 RSP will be terminated after the full redemption of RSP fund.
11.7 Please refer to the below links for FPX Terms and Conditions:
12 CHANGE OF PARTICULARS
12.1 The Client agrees and undertakes to notify Advisonomics immediately of any change in the particulars of the Client, or any information relating to any Account or to these terms and conditions, supplied to Advisonomics or to update the changes online. Advisonomics shall at all times be entitled to rely on the records in the Application Form last submitted by the Client unless any change in the particulars therein have been notified to Advisonomics or updated online by the Client. Advisonomics is not obliged to verify any particulars furnished or updated online by the Client and Advisonomics shall not be liable or responsible for any Loss suffered or incurred by the Client or any other Person by reason of any error or omission in the completion of the Application Form or in the furnishing or online updating of the particulars by the Client.
13 COMPLIANCE WITH APPLICABLE LAWS
13.1 The Client shall access and use the services and in particular, the Platform in compliance with all Applicable Laws. Without limiting the generality of the foregoing, the use of the Platform shall be subject to such additional restrictions, terms and conditions of use, disclosures or disclaimers that may be communicated to the Client (whether by written or electronic means) in connection with such use.
13.2 In particular, the Client represents and warrants that:
(a) it will at all times use the Account in compliance with all applicable anti-corruption laws, regulations, and policies as determined by the relevant authorities.
(b) none of the funds associated with the Transaction and/or Order represent proceeds of, or will be used for, any unlawful activities as defined in the AMLATFA; and
(c) it will not in using the Account: (i) engage, directly or indirectly, in a transaction involving an unlawful activity; (ii) conceal or disguise the true nature of any unlawful activity; and/or (iii) utilise any monies from your accounts for any money laundering or other unlawful purpose.
14 AUTHORITY OF PERSONAL REPRESENTATIVES
14.1 All acts performed by Advisonomics prior to receiving written notice of the Client’s death, incapacity of or incapability shall be valid and binding upon the Client and the Client’s successors in title.
14.2 In the event of the Client’s death, Advisonomics shall be absolutely protected in acting under these terms and conditions until Advisonomics receives actual notice of death from the legal personal representatives or executors of the Client. The legal personal representatives or executors will be recognised by Advisonomics as having the sole authority to act under these terms and conditions on behalf of the deceased Client.
15 GENERAL INDEMNITY
15.1 In addition and without prejudice to any other right or remedy of Advisonomics (at law or otherwise) the Client shall indemnify and hold Advisonomics and its Personnel harmless from and against any and all Loss suffered or incurred by Advisonomics and/or its Personnel as a result of:
(a) any failure by the Client to comply with these terms and conditions;
(b) any failure by the Client to provide full and accurate details as requested by Advisonomics;
(c) Advisonomics acting in accordance with the Orders or in any manner permitted under these terms and conditions;
(d) Advisonomics acting in accordance with any order of court/authority;
(e) any change in any Applicable Laws; and/or
(f) any act or thing done or caused to be done by Advisonomics in connection with or referable to these terms and conditions or any Account or the instructions of the Client.
The Client’s obligation to indemnify Advisonomics and its Personnel shall survive the termination of the Account, these terms and conditions and/or the Electronic Services.
16 GENERAL EXCLUSION AND LIMITATION OF LIABILITY
16.1 In addition and without prejudice to any other right or remedy which may be available (whether under these terms and conditions or under Applicable Laws), and in the absence of fraud on the part of Advisonomics and/or its Personnel, neither Advisonomics nor its Personnel shall be liable to the Client in any respect for any Loss suffered by the Client, including but not limited to any Loss arising out of any of the following:
(a) any reliance by the Client on any information and/or reports which are incomplete, inaccurate, corrupted, untrue or out-of-date, notwithstanding that such information and/or reports may or may not have been customised for the use of the Client, where such information and/or reports have been prepared, compiled or produced by any Manager/Market Dealer/stock exchange or any third party, received by Advisonomics in good faith and forwarded to the Client by Advisonomics or made available through the Electronic Services;
(b) any loss or unauthorised use of the Electronic Services or delay in the transmission or wrongful interception of any Order or contract through any equipment or system, including any equipment or system owned and/or operated by or on behalf of Advisonomics;
(c) any delay, fault, failure or loss of access to or unavailability of the Electronic Services for whatever reason;
(d) any non-payment by the Manager/Market Dealer/stock exchange;
(e) any delay, failure or omission in the execution of the Orders of the Client due to any reason, circumstances, acts or Force Majeure Events beyond the control of Advisonomics or where such Orders are ambiguous, contradictory or conflicting;
(g) the performance or non-performance of Advisonomics hereunder;
(h) any corporate action(s) which the Client participates in or which the Client is unable to participate in;
(i) any act, omission or insolvency of any entity providing central depository, clearing and/or settlement facilities;
(j) any liability for tax or similar payment or withholding in connection with any Security or any participation in any dealings or investments under the Account; or
(k) Advisonomics suspending or terminating the operations of any or all of the Client’s Accounts and/or services under the terms herein.
16.2 The Client acknowledges that Advisonomics obtains information from a wide variety of publicly available sources and that Advisonomics has no sources, and does not claim to have sources, of insider or private information. The recommendations developed by Advisonomics are based upon the professional judgement of Advisonomics and Advisonomics cannot guarantee the results of any of the recommendations. The Client at all times may elect unilaterally to follow or ignore completely or in part any information, recommendation or advice given by Advisonomics under the terms and conditions.
16.3 The Client is free to obtain other professional services such as legal, accounting, and taxation services to implement the recommendations of Advisonomics. The Client shall retain absolute discretion over all investment and implementation of any recommendations.
16.4 For the avoidance of doubt and without prejudice to the generality of the foregoing, Advisonomics and its Personnel shall not in any event be liable to the Client for any direct, special, indirect or consequential loss, or for punitive damages. 15.5 Some of the information provided as part of the services may contain projections or other forward-looking statements regarding future events or future financial performance. Advisonomics wishes to caution the Client that these statements are only predictions and those actual events or results may differ materially.
16.5 The Client hereby agrees and acknowledges that Advisonomics shall not be liable for any actions, claims, costs (including legal costs on a full indemnity basis), losses, charges, expenses and damages whatsoever as may be suffered, incurred or sustained by the Client arising from or in connection with the operation of the Wrap Account and provision of related services by Advisonomics pursuant to these terms and conditions or by the acts, omissions, representations or advice given by the Manager/Market Dealer.
17.1 Subject to Clause 18.1 below:
(a) the Client may terminate the Account by notifying Advisonomics of its intention to terminate the Account through the appropriate channels as made available by Advisonomics from time to time; or
(b) Advisonomics may terminate the Account by giving the Client 7 Business Days’ prior written notice.
17.2 Termination of the Account shall in no way prejudice or affect any rights Advisonomics may have against the Client under these terms and conditions or under Applicable Laws.
17.3 Notwithstanding Clause 17.1 above, Advisonomics shall be entitled to terminate or suspend the Account, immediately and without notice to the Client, on the happening of any of the following events:
(a) an Account that has no holdings and/or activity for the past two (2) years;
(b) an Account that has been deemed to be dormant based on a set of criteria that Advisonomics may determine from time to time;
(c) an Account where the aggregate value of the Client’s holdings fall below a certain threshold, to be decided by Advisonomics;
(d) the Client fails to comply with any of its obligations hereunder or under any Account or Transaction;
(e) the Client uses the Platform in a manner that may cause Advisonomics to breach Applicable Laws, have legal liability or disrupt others’ use of the Platform;
(f) an encumbrancer takes possession or a receiver or receiver and manager is appointed over any of the property or assets of the Client;
(g) the Client makes any voluntary arrangement with its creditors or becomes subject to an administration order;
(h) the Client is the subject of a petition presented or an order made or a resolution passed to wind up the Client, to place the Client in bankruptcy, to place the Client in judicial management or to take any similar or analogous action in respect of the Client;
(i) where applicable, the Client ceases, or threatens to cease, to carry on business;
(j) any of the Client’s representations, warranties or statements hereunder or in the Application Form or in any document delivered pursuant to the Account has not been complied with or is incorrect or incomplete in any respect; or
(k) Advisonomics forms the view, in good faith, that it should take action in order to preserve its rights or interests in relation to any Account or under its relationship with the Client.
18 CONSEQUENCES OF TERMINATION
18.1 On the happening of any of the events stipulated in Clauses 17.1 and 17.3 above, and without prejudice to any other right of Advisonomics hereunder or under Applicable Law, Advisonomics may (but is not obliged to) immediately or at any time thereafter, do any one or more of the following:
(a) suspend (indefinitely or otherwise) or terminate the Account, or Advisonomics’ relationship with the Client, and accelerate any and all liabilities of the Client to Advisonomics so that they shall become immediately due and payable (if applicable);
(b) cancel any of the Client’s outstanding Order(s);
(c) exercise its right of sale in respect of any of the Client’s Securities or any participation in any dealings or investments under the Account, and credit the amount into the Client’s relevant bank account thereafter;
(d) exercise such other authority and powers that may have been conferred upon Advisonomics by these terms and conditions.
18.2 In the event of any income distribution, unit split and rebalancing residuals which occurs after termination of the Account, the terms and conditions of the relevant Manager/Market Dealer shall apply.
19.1 The Client acknowledges and agrees that any communication (including but not limited to the sending of notices, documents or notices relating to unit holder’s meeting, annual and semi-annual reports, statements, performance statements, or confirmation notes or status of Orders (whichever may be applicable)) to the Client from Advisonomics may be sent, at Advisonomics’ sole discretion, by electronic delivery, facsimile, telex, e-notice, via SMS, mobile apps notification or ordinary mail to the Client’s last known address. Any such communication shall be deemed to be received by the Client: (a) if given by electronic delivery, facsimile, e-notice, via SMS, mobile apps notification or telex transmission at the same time it is dispatched; or (b) if given by ordinary mail two days after the same has been posted. If at any time, the Client does not want any communication from Advisonomics to be made by electronic delivery, the Client shall notify Advisonomics accordingly, and Advisonomics shall thereafter communicate with the Client using other modes of communication which allows Advisonomics to furnish the Client with printed copy of the subject matter of communication.
19.2 Any communications from the Client to Advisonomics, whether they be instructions relating to any of the Accounts or otherwise, shall be given in accordance with Advisonomics’ general operating procedures.
20.1 Advisonomics reserves the right to add to, amend or vary any of these terms and conditions (including the schedules and supplemental terms and conditions) at any time in its sole and absolute discretion and any additions, amendments or variations shall take effect and bind each Client from such date as Advisonomics may prescribe provided that Advisonomics gives prior notice to the Client by:
(a) posting such change(s) on Advisonomics’ website;
(b) electronic mail or letter;
(c) short message service (SMS); or
(d) such other means of communication as Advisonomics may determine in its absolute discretion.
20.2 A Client shall be deemed to have agreed to any addition, amendment and/or variation without reservation, whether or not the Client gives Advisonomics any Orders subsequent to the said change in terms and conditions.
20.3 In addition, Advisonomics reserves the right to add to, amend or vary any of its general operating procedures, including but not limited to the important notes for transacting in a relevant Security, at any time in its sole and absolute discretion.
20.4 The Client shall be responsible for updating itself as to Advisonomics’ then prevailing policies in relation to fees (if any) and the terms and conditions of all products and services provided by Advisonomics.
21.1 If any provision of these terms and conditions shall be found or held to be void, invalid, unenforceable or illegal, such provisions shall be automatically reformed and construed so as to be valid, operative and enforceable to the maximum extent permitted by law or equity while most nearly preserving its original intent. The invalidity of any part of these terms and conditions shall not render invalid the remainder of these terms and conditions and, to that extent, the provisions of these terms and conditions shall be deemed to be severable.
22.1 No failure by Advisonomics to exercise any right, power, or privilege that Advisonomics may have under these terms and conditions shall operate as a waiver thereof. Further, no waiver of any deviation from, or breach of, these terms and conditions by the Client shall be deemed to be a waiver of any subsequent deviation or breach.
23 GOVERNING LAW AND JURISDICTION
23.1 These terms and conditions, any Account, and the relationship between the Client and Advisonomics, and the rights and obligations contemplated thereunder, shall be governed by and be construed in accordance with the laws of Malaysia. The Client and Advisonomics submit to the jurisdiction of the courts of Malaysia.
24.1 Advisonomics performs investment advisory services for various Clients. The Client agrees that Advisonomics may give advice and take action with respect of any of its other Clients, which may differ from advice given, or the timing or nature of action taken, with respect to the Client.
(Effective from 5 September 2022)
Risk Disclosure Statement Relating to Securities
Clients who trade or transact in Securities through Advisonomics should be aware of the following risks which may be involved in such trading:
a) The terms as to price, term, expiration dates, restrictions or exercising an option and other terms material to a transaction.
b) Any terms describing risk factors, such as volatility, liquidity, etc.
c) The circumstances under which you may become obliged to make or take delivery of the underlying interest of a transaction.
d) The legal risk surrounding the transaction, including but not limited to the circumstances under which the transaction may be illegal, resulting in it being void and unenforceable.
a) Your payments or receipts under a transaction will be linked to changes in the particular financial market or markets with which the transaction is linked, and you will be exposed to price, currency exchange, interest rate or other volatility in that market or markets. You may sustain substantial losses on the contract, trade, product or financial investment if the market conditions move against your positions. It is in your interest to fully understand the impact of market movements, in particular the extent of profit/loss you would be exposed to when there is an upward or downward movement in the relevant rates, and the extent of loss if you have to liquidate a position if market conditions move against you. Your position may be liquidated at a loss, and you will be liable for any resulting deficit.
b) The price and value of any investment in securities and the income, if any, from them, can fluctuate and may fall against your interest. An individual security may experience downward price movements and may under some circumstance even become valueless. An inherent risk of trading Securities is that losses may be incurred, rather than profits made, as a result of buying and selling Securities. Any representation of part performance is not necessarily a guide to future performance.
c) Under certain market conditions you may find it difficult or impossible to liquidate a position, to assess a fair price or assess risk exposure. This can happen, for example, where the market for a transaction is illiquid or where there is a failure in electronic or telecommunications systems, and where there is occurrence of a Force Majeure Event (which shall include without limitation, any form of restriction, moratorium or suspension on trading imposed by an exchange, market or other authority regulating trading in the transactions). This could also happen for unlisted Securities where there is no formal market for such Securities and are often thinly traded. In addition, there can be no certainty that market traders will be prepared to deal in Securities, in particular in relation to unlisted Securities.
d) Transactions on markets in other jurisdictions may expose you to additional risk. Such markets may be subject to regulation that may offer different or diminished investor protection. Transactions related to emerging countries may carry high investment risks such as political risks, risks of economic instability, greater prevalence of illegitimate market practices and laws and regulations which afford inadequate protection and safeguards to investors. You may be exposed to operational risks and other risks associated with the market infrastructure in that jurisdiction. The concept of beneficial ownership may not exist or be fully developed in the foreign jurisdiction and it is possible that its law will not recognise your beneficial ownership of Securities held by a sub-custodian in that jurisdiction.
a) Advisonomics’ Account facilities are supported by computer-based component systems for the order routing, execution, matching, registration or clearing of trades. As with all facilities and computer systems, you will be exposed to risks associated with the systems including the failure of hardware and software, risks of any defect, deficiency or malfunction in, and /or any breakdown, disruption or failure of any telecommunications, computer or other electronic equipment or system associated with such electronic system, loss of data or information that may occur due to any cause whatsoever. The result of any system failure may be that your Order is either not executed according to instructions or is not executed at all.
b) You should also be aware that the Internet is not a completely reliable transmission medium and there may be delays in service provisions.
The fluctuations in foreign currency rates have an impact on the profit/loss and the financial investment where the transaction is denominated or settled in a different currency from the currency where you carry on your ordinary business or keep your accounts.
a) Your contractual counterparty or a third party issuer, will be liable to you under the transaction. Therefore, you should take into account all risks associated with such counterparty or third party issuer, including the counterparty’s or issuer’s financial standing.
b) In the event of insolvency of the issuer of a Security or the counterparty to a transaction, you may experience delay in liquidating your investment and may suffer losses, including a decline in the value of your investment. Furthermore, the insolvency of the issuer of a Security or the counterparty to a transaction may lead to positions being liquidated or closed out without your consent.
You need to be aware of the identity of the contractual counterparty you are or may be matched with. Often, you will be purchasing an unsecured obligation of such counterparty and you should evaluate the comparative credit risk.
You should understand the tax implications prior to entering into any transactions. Different transactions may have different tax implications. Therefore, you should consult your tax adviser to understand the relevant tax considerations.
The above statements do not purport to disclose or discuss all of the risks and other significant aspects of any transaction. In light of the risks, the Client should undertake such transaction only if he/she understands the nature of Securities, including derivatives and the contracts which he/she is entering into and the extent of his/her exposure to risk. The Client should therefore consult with his/her own legal, tax and financial advisers before entering into any particular transaction.
Applicable Fee Schedule
1. In general, the following fees and charges may be applicable for the Securities subscribed by the Client or any participation in any dealings or investments under the Account:
(a) Wrap Fees; and/or
(b) Any other applicable fees and charges as mandated by the Manager/Market Dealer. For the avoidance of doubt, no sales charge shall be imposed on the Client for any Securities purchased through Advisonomics.
2. The applicable rates for the Wrap Fees are as follows:
(a) For Money Market Fund
For any amount of Funds under Management, the Wrap Fee is 0.30% p.a.
(b) For Non-Money Market Fund