1. INTRODUCTION

1.1 These General Terms and Conditions and the applicable Specific Terms and Conditions as set out in the Schedules hereto, (these “Terms“) constitutes a legally binding agreement between you and GrabInvest (S) Pte. Ltd. (Company No. 201318872K), having its registered office at 6 Battery Road, #38-04, Singapore 049909 (“GrabInvest“, “we” or “us“). GrabInvest is regulated by the MAS and holds capital markets services licence (CMS100908).

1.2 We offer investment management and advisory services through the use of our online platform (accessible through our mobile application) (“Platform“) in accordance with these Terms (“Services“). We offer these Services through investment solutions, plans or such other products as we may make available from time to time (“Products“).  Our Platform may be integrated with and accessible through the Grab mobile application supplied to you by our affiliated company/ies (“Grab App“). References to the Platform, therefore include the Grab App and Grab platform.

1.3 By electronically accepting these Terms and using our Services, you are taken to have agreed to all the Terms here. When you have signed up to use our Services, subject to your successful completion of account opening checks in accordance with these Terms, we will open an Account for you with us and  you will be able to subscribe to the products made available by GrabInvest from time to time.

1.4 In these Terms, the words and expressions (including capitalised terms) used shall have meanings set out in SCHEDULE 1, unless indicated otherwise.

1.5 These Terms shall apply to and govern your Account(s) with us, all Transactions through the Platform and Services. These Terms should also be read with the terms of our Privacy Policy and our Terms of Service. If there is any inconsistency between the these Terms and the Specific Terms or such other separate terms between us, the Specific Terms or such other terms shall prevail to the extent of the inconsistency in respect of the subject matter specifically addressed in such other terms. Where you have more than one Account with us, these Terms shall constitute a single contract between us and you governing all those Accounts.

1.6 We may change these Terms from time to time, at our discretion. Unless indicated otherwise, we will upload the new Terms which will state clearly the date from which they become effective. Any new Terms shall be made available on the Platform but you agree and acknowledge that you are primarily responsible for keeping yourselves updated, from time to time, of any such changes. If you continue to operate the Account and/or utilise the Services provided by us after such notice, you are deemed to have agreed to such change without reservation.

1.7 We may introduce and provide new Products and/or Services from time to time and shall notify you when any new terms and conditions governing such Products and/or Services are introduced. Such terms and conditions will supplement and form part of these Terms (by way of a Schedule hereto) and shall be binding on you immediately upon your receipt of the new Products and/or Services.

2. OUR ROLE

2.1 You understand that we only offer the opportunity to invest with us through the Platform. All information relating to our Services offered will be made available through the Platform. Your Investments will be made through an electronically automated process on the Platform with no personal discussion or intervention.

2.2 By electing to invest with us, you understand that we will manage your funds by placing them into Investments in accordance with a pre-set investment strategy as described in Clause 7 of these Terms. You agree that:

(a) this does not mean that we advise or recommend that you buy, sell or otherwise deal in such underlying Investments directly. While we may display information on the Platform relating to investments that we may make such as a general description of underlying funds or other Investments, all data available on the Platform is strictly for information purposes only and should not be regarded as an offer, solicitation, invitation, advice or recommendation on our part to buy or sell any securities or other capital markets product or financial services;

(b) you are not required to choose the Investments but rather we have sole discretion as to the exact Investments, the composition of Investments and the proportion invested in each of such Investments; and

(c) we shall have the sole discretion to add to or remove any Investments from your portfolio managed by us.

2.3 We may, but shall not be strictly required to, obtain information from you relating to your personal circumstances including as described in Clause 6 of these Terms.  While we may obtain such information, do note that we do not provide you with personalised recommendations but rather the Service is provided based on a pre-set investment strategy, therefore do consider carefully your decision to invest or not. You have read, understood and agreed to these Terms, and accept all such obligations in reliance only upon your own independent judgment.

3. ACCOUNT OPENING

3.1 Your use of our Services is subject to you fulfilling the following general criteria, and upon our request, providing us with such information and documents to prove that you fulfil the criteria:

(a) you shall have completed an application or registration form required by us through our Platform;

(b) you have provided such information and documents as we may require as part of our “Know Your Client” procedures and/or other regulatory obligations in accordance with Clause 5 of these Terms and as we may require in accordance with Clause 6 of these Terms.

(c) you have received an acceptance notice from us confirming that you may use and access the Platform, your Account and/or our Services;

(d) you have a GrabPay Wallet offered by GPay Network (S) Pte. Ltd., such other wallet or payment method as accepted and agreed to by us, that is held in your name and beneficially owned by you that you wish to designate as the funding option in relation to our Services (“Wallet”) and

(e) such other criteria as we may determine from time to time.

3.2 For the avoidance of doubt, we are not obliged to open any Account for you or provide you with any Service.

3.3 You shall be taken to have accepted the terms and conditions of these Terms upon your first access and use of your Account and/or our Services. After opening an Account with us, you shall be entitled to enjoy the Services through our Platform which we may provide, subject to any addition, modification, suspension or termination of such Services in accordance with these Terms.

3.4 The Account which we grant to you also belongs exclusively to you and is not transferable to any other person. You undertake not to register an Account on behalf of any person other than yourself.

3.5 We may monitor all your use of Services so as to detect any improper activity. You shall comply in a timely manner with our requests for information, documents and other material requested by us.

4. REPRESENTATIONS

4.1 You represent and warrant, at all material times, that:

(a) you are an individual aged 18 years and above, and the legal and beneficial owner of the Account;

(b) you are not a US Person;

(c) all information and documents provided to us, including the information contained in the pre-admission questionnaire completed by you prior to you opening an Account with us, are true, correct and complete and not misleading in any material way;

(d) you have the capacity, power and authority to enter into, exercise your rights and perform and comply with your obligations under these Terms;

(e) all actions, conditions and things required to be taken, fulfilled and done, in order: (i) to enable you to lawfully enter into, exercise your rights and perform and comply with your obligations under these Terms, and (ii) to ensure that those obligations are valid, legally binding and enforceable, have been taken, fulfilled and done;

(f) your obligations under these Terms are valid, binding and enforceable;

(g) you are solvent, able to pay your debts as they fall due and are a going concern or not an undischarged bankrupt;

(h) your entry into, exercise of your rights and/or performance of or compliance with your obligations under these Terms does not and will not (i) violate any Terms to which you or where applicable, any of your affiliates, is a party or which is binding on any of you or your respective assets, or (ii) result in the existence of, or oblige any of you to create, any security over those assets;

(i) you have obtained all consents, licences, approvals or authorisations of, exemptions by or registrations with or declarations by, any governmental or other authority that you require, and these are valid and subsisting and will not be contravened by the execution or performance of these Terms;

(j) your use of our Services complies with all Applicable Laws; and

(k) you will inform yourself and, if necessary, consult your own professional advisers as to the relevant legal, tax and exchange control regulations in force in the countries of your citizenship, incorporation, residence or domicile.

5. IDENTIFICATION

5.1 You acknowledge that we are obliged to carry out “Know Your Client” procedures in accordance with our policies and Applicable Laws. Accordingly, before we can open an Account for you, provide you with our Services, Product or enter into any Transaction, you must submit to us (through our Platform or such other method as we may notify you) all the documents, evidence, and information as we may require to carry out such “Know Your Client” procedures. You undertake to inform us promptly of any change in the information provided.

5.2 In addition, you agree to provide any information or documents requested by us in relation to any Account, Transaction, Product and Services, including, where desirable or required to comply with any Applicable Law or pursuant to any order, direction, or request by any applicable court, government or regulatory authority. This includes but is not limited to any applicable anti-money laundering requirements, or any applicable tax disclosure or reporting obligations.

5.3 Specifically, and without prejudice to the generality of our rights under Clause 5.2, we may (where applicable) share the information you provide to us to such applicable court, government or regulatory authority including IRAS for the purposes of complying with our obligations under applicable tax disclosure or reporting obligations. Without prejudice to any other representation and/or warranty you have provided, you confirm that you have examined the information and documents you have provided to us and such information and documents are true, correct and complete.

6. YOUR INFORMATION

6.1 You agree and acknowledge that we may, but shall not be required to, collect information about your investment knowledge, investment experience, investment objectives, financial situation and particular needs, including but not limited to the following:

(a) your financial objectives;

(b) your risk tolerance;

(c) your employment status;

(d) your financial situation, including your assets, liabilities, cash flow and income;

(e) the source and amount of your regular income;

(f) your financial commitments;

(g) your current investment portfolio, including any life policy;

(h) whether the amount to be invested is a substantial portion of your assets;

(i) your educational qualifications including whether you hold higher qualifications in business or finance;

(j) your investment experience including whether you have transacted in certain types of investment products; and

(k) your employment history including whether you have experience working in a financial institution.

6.2 You warrant and represent to us, and shall be deemed to warrant and represent to us on each occasion that any information is provided to us for purposes of determining your investment knowledge, experience, objectives or needs, that all such information provided to us is accurate, correct, complete, and up-to-date.

6.3 You agree that:

(a) we are entitled to rely and act, and continue to rely and act, on the information you provide to us without verifying such information, and without any further inquiry or investigation;

(b) you are, at all times, responsible and liable for the accuracy, correctness, and completeness of the information;

(c) you will promptly update and inform us of any change in such information; and

(d) if you do not provide the information requested by us, or if you provide us with incorrect or incomplete information, we may recommend an investment strategy to you based only on the information you have provided, and you shall be solely responsible for ensuring that the investment strategy is suitable and appropriate for you, taking into account your specific objectives, financial situation, investment experience, knowledge and particular needs. Further, we may also elect not to provide or continue to provide you with our Services.

6.4 Notwithstanding Clause 6.3 of these Terms, you agree that we may at any time confirm with you that there are no material changes to the information provided to us for the purpose of determining your investment knowledge, experience, objectives and needs.

6.5 If we determine that you do not possess the relevant knowledge or experience, we may require you to take other steps before proceeding with opening an Account, subscribing to a Product, entering into Transactions or engaging or continuing to engage our Services.

7. INVESTMENT STRATEGY

7.1 Based on the information you provide to us in accordance with Clause 6 of these Terms, general market and economic conditions, and any other factors which we consider to be relevant, we may offer an investment strategy or plan to you.

7.2 You agree that you are not obliged to accept the investment strategy offered. You shall be entitled to determine, in your sole discretion, whether to accept, reject or implement an advice, recommendation or opinion (including any investment strategy) offered (if any).

7.3 As we provide our Services through an electronically automated platform, there may be circumstances where we are unable to provide the Services to you on the basis of your own proposed investment strategy. Should you choose not to accept our offered investment strategy, we may not be able to offer our Services to you.

7.4 We may recommend changes to the investment strategy agreed between you and us due to changes in your specific objectives, financial situation, investment experience, knowledge and particular needs, general economic or market conditions, or any other factors which we consider to be relevant. Subject to your prior consent, we may proceed to act on our recommended changes without obtaining further consent from you, and you are deemed to have agreed to our recommended changes to the investment strategy. For the avoidance of doubt, you agree that in recommending such changes, we are entitled to rely and act on the information you provided to us previously without verifying such information, and without any further inquiry or investigation.

7.5 Until we provide to you such recommendation as referred to in Clause 7.4 of these Terms and you agree, we shall be entitled to act on the previously agreed investment strategy.

8. AUTHORIZATION

8.1 You agree that by using our Services:

(a) we may manage your Investments in accordance with the agreed investment strategy and in accordance with the descriptions we have provided to you relating to our Services and you authorize us to withdraw and invest monies in your Account, as your agent and at your sole risk and account;

(b) we may effect transactions on any market, exchange and execute counterparty and account opening documentation on your behalf and take all routine or day-to-day decisions and otherwise act as we may consider appropriate in its sole and absolute discretion;

(c) we may enter into any kind of Transactions or arrangement for you and to invest in any types or investments or other assets and, without limitation, to close out Transactions, deal with your Assets including selling such Assets on your behalf;

(d) you understand the additional risks of giving us discretionary powers to manage your Assets and investments on your behalf;

(e) all Transactions, arrangements entered into and actions taken by us on your behalf, including the collection, delivery and receipt of funds or Assets, all payments, closing out and unwinding or Transactions, will be made by us as your agent, for your sole account and at your sole risk; and

(f) we may determine how Transactions are to be carried out including investment timing and duration, or decide to use or refrain from using measures to hedge against price, currency or interest risks, choose investment instruments which appear appropriate for hedging and use any other measures to optimize returns on existing investments as we may in its absolute discretion, deem fit;

provided always that the Transactions, arrangements and actions taken on your behalf are within the description of the nature of investments and strategy as notified to you and in accordance with  Applicable Laws.

8.2 For the purposes of determining whether or not to subscribe to a Product or Service, we may provide a calculator for you to simulate projections as to your potential returns resulting from subscribing to such Product or Service. Once you have invested, we may offer you other features such as the ability to view your daily balance representing the value of your Investment and indicative returns in relation to the Product that you have invested in.  You understand and agree that any such projections and indicative returns are for illustration purposes only. They are not representations and shall not bind us. Any quotations, comments, analysis, estimates, forecasts, opinions or other similar information provided are limited to certain assumptions and parameters. Therefore, they may be subject to change without notice and we give no warranty as to its accuracy, completeness or reliability.

8.3 You acknowledge and understand that the precise proportion of your Assets allocated to each type of Investment may vary slightly from the target allocation of such Investments due to decimal rounding, market fluctuations, fund performance, and settlement times.

9. AUTO TOP-UP

9.1 We may offer Products or Services to you which would require you to make payment via your Wallet. To prevent disruptions in your investment plans or investments in our Products or Services, you may wish to ensure that there are sufficient funds in your Wallet. You can do so by activating Auto Top-Up on the Grab App, where applicable. You agree that by activating Auto Top-Up on the Grab App, you authorise us to instruct Grab or the relevant Wallet provider to set up a standing instruction to transfer into your Wallet a specified amount that you have selected on the Platform should the balance in your Wallet fall below a specified amount you have indicated on the Grab App (“Auto Top-Up“). You hereby authorise Grab or the relevant Wallet provider to perform such transfer via a payment method or other funding source that you have indicated in accordance with instructions set out on the Platform. Such authorisations and standing instructions will remain effective and unchanged unless you have raised a request to cancel the Auto Top-Up function in accordance with such method as we may prescribe and such request has been accepted by us. For the avoidance of doubt, such cancellation shall only be effective after we have confirmed acceptance of cancellation of the Auto Top-Up function via the Platform or the Grab App and any transfers prior to such confirmation shall proceed unaffected. Your instructions in relation to such prior transfers are irrevocable.

9.2 You understand and agree that you shall, at all times, maintain sufficient funds available in your Wallet and/or where you have selected Auto Top-Up, your selected payment method. Failing to ensure that sufficient funds are available may lead to a failure in the Auto Top-Up, disruption in your investment plan and/or failed Transactions. This may mean that you will not achieve the indicative returns projected. You understand and agree that we will not be responsible or liable in any way for any such consequences of any nature whatsoever and you agree not to take any action or to release us from any claims whatsoever in relation to any such consequences.

10. POWER OF ATTORNEY

10.1 You authorize us to be your attorney (with full rights of substitution) with full authority to be your true and lawful attorney and to in your name do on your behalf all things you could have done for the purposes of:

(a) carrying out any Transactions for your Account, facilitating your investment in any Product, transferring funds and topping up your Wallet in accordance with Clause 9 of these Terms and/or any of your Instructions;

(b) discharging any of our obligations to you under these Terms; and/or

(c) doing anything which in our opinion is necessary or desirable to preserve our rights under these Terms.

10.2 You undertake to ratify and confirm, and hereby ratify and confirm, all that we may do pursuant to this power of attorney.

11. RISKS ACKNOWLEDGEMENT

11.1 You are fully aware of the risk relating to Transactions entered into and subscribing to the Product(s). In particular, you understand that:

(a) your investment in the Product(s) and our Services involve risks as described in the General Risk Disclosures in SCHEDULE 2 and you have read, agreed to and acknowledge this;

(b) your Investments are not “capital protected” and therefore, you may lose your capital by entering into the Transactions. For the avoidance of doubt, your Investments are not insured by the Singapore Deposit Insurance Corporation;

(c) where the Investments are listed outside Singapore, such Investments are subject to the laws and regulations of the jurisdiction they listed and you are aware of the risks involved with investing in such products, including but not limited to differences in regulatory regime and investor protection, differences in legal systems, jurisdiction-specific costs (including tax related costs), exposure to foreign counterparty and correspondent broker risks, and exposure to the political, economic and social developments in the applicable jurisdiction You acknowledge receipt of the Risk Warning Statement provided to you and understand its contents;

(d) your payments or receipts under a Transaction will be linked to changes in the particular financial market or markets to 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 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 in your investment with us; and

(e) the fluctuations in foreign currency rates have an impact on the profit/loss and the 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.

11.2 You agree that any advice provided by us will be based on information from sources believed to be accurate, however no representation or warranty, express or implied is made by us as to the accuracy, completeness or suitability of such advice.

11.3 You agree that you are solely responsible for making your own independent investigation and appraisal of all Investments and your own independent verification of any advice, recommendations, view, opinion or information provided by us. You shall fully understand and familiarise yourself with all the terms and conditions of each Investment (including the prospectus, factsheets, annual reports and/or product highlights) and the risks involved, and agree that you will only accept our offered investment strategy, Product and Transactions on the basis of your own independent review and determination that the investment strategy and/or Investments are suitable and appropriate for you, taking into account your specific objectives, financial situation, investment experience, knowledge and particular needs.

11.4 You agree and acknowledge that you have made all necessary enquiries and we have informed you of all material features of and risks involved in respect of the Investments including but not limited to information on:

(a) the nature and objective of the Investments;

(b) the key benefits and risks of the Investments;

(c) details of the providers of the Investments;

(d) your key rights with respect to the Investments;

(e) the intended investment horizon of the Investments;

(f) the ease of converting the Investments to cash;

(g) the expected level of your risk tolerance in respect of the Investments;

(h) the commitment required from you in respect of the Investments;

(i) the pricing of the Investments;

(j) the fees and charges to be borne by you in respect of the Investments;

(k) the frequency of reports to be provided to you in respect of the Investments;

(l) any applicable charges or restrictions on withdrawal, surrender or claim procedures of the Investments;

(m) any applicable warnings, exclusions and disclaimers; and

(n) information in relation to where the prospectus in respect of the Investment (if applicable) may be accessed.

11.5 You expressly acknowledge that you have the appetite to assume all economic consequences and risks of the Investments and to the extent necessary, have consulted your own tax, legal and other advisers.

11.6 You also acknowledge that we may have an interest in the subject of the report or recommendation, may be a counterparty to any Investments entered into by you and/or may otherwise benefit from your Investments.

12. STATEMENTS AND DOCUMENTS

12.1 Any statements and any other documents sent will be sent to you through a URL link to the Platform which will be provided to you via electronic means to the electronic mail address indicated by you at Account Opening or edited subsequently through the “Change of Email procedure” available on the Platform or directly to such electronic mail address. You agree and acknowledge that such documents will be made available for viewing on the Platform, and therefore, you may download, save or print the documents for your subsequent reference.

12.2 You agree to verify the correctness of all details contained in each statement, or any document sent to you and inform us within 14 days from the date of such document of any discrepancies, omissions, or errors. Upon the expiry of this period, the date of such document shall be conclusive evidence against you (save for manifest or clerical error) without further proof, except as to any alleged errors so notified, that such details are correct, but subject always to our right to amend or delete from time to time, any details wrongly inserted by us as set out in Clause 12.4 of these Terms below. Except as provided in this clause, and provided that we are not fraudulent or in wilful default, we shall be free from all claims in respect of any Account or the details of the Transactions or Services contained in such documents.

12.3 We have the right, upon giving reasonable notice to you, to reverse any entry, demand refund, and/or debit the Account or Wallet in respect of any overpayment or wrongful credit in the Account or Wallet.

12.4 Without prejudice to any of the foregoing we may at any time without prior notice to you rectify any clerical errors that may have been made.

12.5 Where you have not received any document, advice, statement of account, confirmation, or other notification relating to a specific Investment or Transaction, as applicable, you must advise us immediately.

13. CURRENCY CONVERSION

13.1 We are entitled to convert any sum received by us (whether for credit into your Account or Wallet or in payment of any sum due to us) to the currency of the Account or Wallet or the currency in which payment is to be made, as the case may be, at a rate of exchange determined by us at the relevant time.

13.2 We may, at any time at a rate determined by us in our sole and absolute discretion, convert any amount in any Account or Wallet or standing to your credit to any other currency for the purpose of carrying out your Instructions or exercising our rights under these Terms. Exchange rate losses and the costs of conversion shall be borne by you.

14. YOUR MONIES

14.1 We will hold monies received on your account in a client monies account which we hold on trust on behalf of you as well as our other consumers (“consumers account“). This means that your monies in the trust account will be commingled with the monies of our other consumers. The risks of this commingling is that it is administratively and operationally difficult, if not impossible (in view of the constant fluctuation of the aggregate balance in such account), to account separately for each of our consumers’ respective interest due on their respective cash balances in the consumer account as interest will be received on an aggregate basis. This consumer account will be held with a bank, Custodian or other financial institution in accordance with Applicable Laws.

14.2 In the event of insolvency of the bank, Custodian or other financial institution holding the consumer trust account, you understand that you may not be able to fully recover your monies. Further, as your monies are commingled with those of other consumers in the same account, you may potentially be exposed to the losses of other consumers.

14.3 We may, for the purpose of depositing monies received on your account which are denominated in a foreign currency, maintain a consumer account with a Custodian outside Singapore in accordance with Applicable Laws. This Custodian will be appropriately licensed, registered or authorised to conduct banking business in the respective jurisdiction in which the account is maintained. In such case, you understand that the laws and practices relating to trust accounts in the relevant jurisdiction may differ from the laws and practices in Singapore. Such differences mean that your monies may not enjoy the same level of protection as accorded to monies that are held in Singapore. Depending on the jurisdiction, this may affect your ability to recover the funds deposited in the consumer account.

14.4 You acknowledge that where your monies are held with such bank, Custodian, other financial institution and/or otherwise passed on to an Intermediary, as described in Clause 15 of these Terms, the manner in which your monies may be held in different entities may be different.

15. BROKERAGE, CUSTODY AND USE OF INTERMEDIARIES

15.1 We may use or engage a person (including a nominee, agent, broker, custodian, fund manager, market-maker, exchange and/or other third party) (“Intermediary“) to, directly or indirectly:

(a) execute or clear Transactions;

(b) purchase and/or manage Investments; and/or

(c) hold or custodise any of your funds or Assets.

15.2 Provided that we have selected such Intermediary in good faith, you agree we shall have no liability or responsibility for any act, omission, insolvency, negligence, failure, delay or default of the Intermediary. Our Intermediaries may also appoint further custodians, sub-custodians, trustees, registrars, administrators, nominees and/or agents as may be necessary or expedient to provide the relevant services or Investments to us.  You agree that we shall have no liability or responsibility in relation to any actions taken by such persons or these further appointments by our Intermediaries which are beyond our reasonable control.

15.3 You agree that where we use another Intermediary to execute or clear your Transactions, purchase or manage your Investments or hold or custodise your funds or Assets, we may have to accept sole and principal responsibility to the Intermediary for the Investments and/or executed Transaction. Accordingly, you shall indemnify us against any and all action which we deem in good faith necessary to ensure that we will not be in default of our obligation or responsibilities under these Terms. The foregoing indemnity in our favour is in addition to any other right that we may have (whether expressly provided as between us or implied by law) and will continue to apply whether or not you may be in actual or anticipatory default.

15.4 In view of the fact that we may have accepted principal responsibility and/or liability to Intermediaries, you also acknowledge and consent to the fact that there is a risk that such Intermediaries may regard any Investments which we purchase on your behalf, as investments which we purchase for ourselves. This may in some instances result in prejudice to you. For example, there is a risk that the Intermediaries may attempt to use your Investments to satisfy our obligations or obligations of our other consumers. You accept that this is a necessary risk of dealing in such jurisdictions through us.

15.5 You agree that neither us nor our Intermediaries shall provide any margin facility to you in respect of the Investments.

15.6 Without prejudice to any other provision in these Terms, you agree that:

(a) we may, whether directly or indirectly (through Custodians or otherwise), hold Investments purchased for you in an omnibus custody account, aggregated with other Investments of our other consumers, and/or the consumers of these Custodians, and such Investments may not be held in your name. This means that your Investments will be commingled with the assets of our other consumers and/or the consumers of these Custodians. Given such commingling, the Investments may be registered collectively in our name, the name of the Custodian, a sub-custodian and/or any other third party and your entitlements may not be identifiable as separate certificates, titles or electronic records. You agree that if there are any dividends, interests, rights, benefits or other proceeds in relation to your Investments resulting from such commingling, we shall have full discretion as to the allotment of such dividends, interests, rights, benefits or other proceeds;

(b) In the event of insolvency or default of the Custodian, you understand that you may not be able to fully recover your Investments held in the omnibus custody account. Any shortfall in the Investments may be shared among you and our other consumers and/or the consumers of the Custodians pro rata.  As your Investments are commingled with those of other consumers in the same account, you may potentially be exposed to the losses of other consumers;

(c)  provided that we have selected or engaged such Custodian in good faith, we shall not be liable to you for any and all loss suffered or incurred by you as a result of any act, omission or insolvency of such Custodian;

(d)  where Investments are denominated in a foreign currency, the Investments may be held in an omnibus custody account with an entity which is licensed, registered or authorised to act as a custodian in the country or territory where such Investments are held. In such case, you understand that the laws and practices relating to custody accounts in the relevant jurisdiction may differ from the laws and practices in Singapore. Such differences mean that your Investments may not enjoy the same level of protection as accorded to Investments that are held in Singapore. Depending on the jurisdiction, this may affect your ability to recover the Investments deposited in the custody account; and

(e)   your Investments may be treated as fungible with other Investments in the omnibus custody account and therefore, we are not obliged to deliver any specific Investments to you and may instead sell the Investments at your expense and transfer to your Account the proceeds of such sale (if any).

15.7 You acknowledge that where your Investments are held with different Intermediaries and/or appointees of our Intermediaries, the manner in which your Investments may be held in different entities may be different.

16. CHARGES AND FEES

16.1 The fees payable by you to us for our Services are accessible at our FAQs webpage, as may be amended from time to time (“Fees“). Without prejudice to any other provision in these Terms, we reserve the right to include in the Fees any liabilities, costs and expenses which we incur under these Terms.

16.2 You shall make all payments due under these Terms free and clear of, and without deduction, withholding or set-off on account of, any tax or levy or any other charges present and future.

16.3 You shall be liable for any goods and services tax, value-added tax or any other tax of a similar nature chargeable by law on any payment you are required to make to us. If we are required by law to collect and make payment in respect of such tax, you will indemnify us against such payments.

16.4 We may deduct your Account with the full amount of any Fees payable by you, or any other monies owed by you to us pursuant to any liability of any nature arising in respect of the Account or otherwise. For this purpose, we may withdraw and collect uninvested cash in your Account (if any) and/or sell your Assets and collect the proceeds from such sale.

17. CONFLICTS OF INTERESTS

17.1 We may enter into agreements with Intermediaries, deal in products and investments that you are invested in, or provide services to others whose interest may conflict or compete with yours, or otherwise be placed in a position of conflict.  You agree that there may be circumstances when we or our Affiliates act in such capacities or are in such positions of conflicts where we may be remunerated, make profit, receive fees, commissions, rebates, discounts and/or other benefits. You consent and agree that we and/or our Affiliates may continue to enter into such Transactions and/or Investments without further reference to you despite such position of conflict, that we shall have no obligation to disclose such circumstances to you and you agree not to make any claim for such fees, commissions, rebates, discounts and/or other benefits. You also agree not to hold us responsible for any loss of profit or damage that may result from such conflict.

17.2 Without prejudice to the generality of Clause 17.1 of these Terms, you acknowledge and agree that we may receive commissions, rebates, benefits or remuneration in relation to the underlying investments that we may make as part of our Services. You consent to this position of conflict and agree that we have no obligation to disclose or be liable to account to you for any amount of fees, profits, remuneration or compensation received by us, our Affiliates and/or any other person connected with us and agree to release us  from any and all claims against us arising from any conflicts of interest and/or receipt or retention of such fees, profits, remuneration or compensation, subject to any Applicable Laws.

18. SET-OFF AND LIEN

18.1 For so long as you owe monies or obligations (of any nature and however arising) to us, you may not withdraw your Assets without our consent. We may at any time withhold any Assets pending full settlement of all such monies or obligations owed by you.

18.2 All your Assets shall be subject to a continuing first fixed charge and general lien for the discharge of all obligations due from you to us. We have the power to sell any Assets in or towards settlement of your obligations to us.

18.3 All documents of title and other documents relating to the Assets shall be deposited or transferred by you to us or otherwise placed at our order or at our disposal or under our control.

18.4 You warrant and undertake that none of your Assets are or shall be subject to any lien or charge in favour of any other person.

18.5 Without prejudice to any right of set-off or general lien or other rights to which we may be entitled, we may set-off from any of your Assets (including any of your monies held in a trust account) against and in whole or partial payment of any sum or liability owed by you to us.

18.6 You authorise us to do anything in your name which is necessary for us to be able to do any of the foregoing.

18.7 Our rights under these Terms are in addition to any other rights we have at law or under any other Terms, and shall not prejudice any other rights or security that we may have.

19. DORMANT ACCOUNTS AND UNCLAIMED ASSETS

19.1 In the event that you have not accessed your Account through the Platform or otherwise undertaken any activity in relation to your Account (such as transfer-in of funds) for one (1) year, the Account will be deemed dormant and de-activated. Re-activation is required for the Account to resume activity. If you wish to re-activate the Account, you agree to provide us with such information as we may require to authenticate your identity. Otherwise, we may terminate your Account in accordance with these Terms.

19.2 Once your Account has been rendered dormant in accordance with Clause 19.1 of these Terms, you agree that we have the right to take such action as we may deem appropriate in relation to the handling of funds in your Account, which may include carrying out redemptions or liquidating your Investments and refunding your balance to your Wallet and/or any other funding source provided to us. If we determine in good faith that we are still unable to trace you in the five (5) years following dormancy, the Account will be terminated and you agree that all Assets then standing to the credit of any Account or otherwise held by us or our Affiliate (as the case may be) together with any property as may from time to time continue to accrue to those monies and property (whether by way of dividends, interest or otherwise) may forthwith be appropriated by us to ourselves to utilise in any manner we so wish for our own benefit subject to Applicable Laws. You thereafter shall have no right whatsoever to claim such monies and property (or any other property as may accrue to it), you being deemed to have waived and abandoned all your rights to such Assets (and any other property as may accrue to it) in favour of us.

20. RELATED DEALINGS

20.1 All Transactions that you carry out with us and/or Services we provide to you shall be interrelated. We are therefore entitled to withhold performance of or not to perform our obligations should you fail to fulfil any one of the obligations incumbent upon you.

21. INDIVIDUAL ACCOUNTS ONLY

21.1 Currently, you may only open an Account with us as an individual.

21.2 Your executor or administrator shall be the only person recognised by us in the event of your death. Upon your death, we are entitled to retain any of your Assets by us, and any monies payable to or credit in any Account until such time that a grant of probate or letters of administration are produced by your executor or administrator.

22. COMPLIANCE WITH LAW AND TAX IMPLICATIONS

22.1 The provision of all Services by us to you, any Account, Product and Transaction and the relationship between us and you shall be subject to all Applicable Laws provided that to the extent permitted by law, a breach of any Applicable Law shall not discharge or release you from any of its obligations under these Terms to us. The availability of any Service or any terms and conditions applicable thereto (including pursuant to these Terms) may be varied by us without notice to you for compliance (voluntary or otherwise) with the Applicable Laws.

22.2 We do not provide any tax or legal advice to you but, may (but are not obliged to) in performing the Services, take into account external legal and tax advice we obtain for this purpose. In providing the Services to you, we may rely on external tax and legal advice but, to the extent permitted by law, accept no responsibility for such advice.

22.3 We shall be entitled to rely on and act in accordance with all legislation and any guidelines, codes, or other information applicable to it, including that published by the MAS to the extent applicable to us and we shall not incur any liability to you as a result of so relying or acting. For the avoidance of doubt, these Terms shall be construed in accordance with any Applicable Laws.

22.4 You agree that nothing in these Terms shall exempt, limit or exclude us from acting in compliance with any applicable guidelines or any other Applicable Laws in carrying out its obligations under these Terms. To the extent that any provision of these Terms is inconsistent with the requirements of any Applicable Laws or other information applicable to us, including that published by the MAS, the requirements of the relevant Applicable Laws shall prevail over these Terms.

23. NO WAIVER

23.1 No failure or delay on our part in exercising any power of sale or any other rights or options hereunder and no notice or demand which may be given to or made upon you by us with respect to any power of sale or other right or option hereunder, shall constitute a waiver thereof, or limit or impair our right to take any action or to exercise any power of sale or any other rights or options hereunder without notice or demand, or prejudice our rights as against you in any respect or render us responsible for any loss arising therefrom. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.

23.2 We may grant time or other indulgence to you or any other person, without impairing or affecting in any way any of our rights as against you or any such other persons.

24. ELECTRONIC RECORDS

24.1 Our records (including computer and microfilm stored records or any other electronic records stored by us) of all matters relating to you, any Transactions on your Accounts, the Accounts and/or any Services provided to you is conclusive evidence of such matters and is binding against you for all purposes, save for manifest or clerical error, subject to our right to rectify any error or omission therein and our right to adduce other evidence. You hereby agree not to at any time dispute the authenticity or accuracy of any computer output relied upon by us for any purpose whatsoever.

24.2 You acknowledge and agree that we shall be entitled to destroy or dispose of all registers, statements and other records and documents relating to the Account, Services or Transactions at any time after the expiration of any period of retention required by Applicable Law. We shall not be liable in any way for such destruction or disposal.

25. AFFILIATES

25.1 You acknowledge and agree that we may, in the conduct of our functions, instead of acting ourselves, delegate to or appoint any of our related corporations or any other entity within our group of companies, affiliates, Intermediary, service provider, agent, sub-agent, contractor, sub-contractor, broker, dealer custodian, nominee or other third parties, whether in Singapore or otherwise, (and such persons shall be referred to in these Terms as an “Affiliate” of ours, where the context permits) to carry out, execute or clear any Transaction, hold, custodise or deal with your Assets, or provide ongoing maintenance and support services for the operation of the Platform or such other services or business as may be required by us.

25.2 You acknowledge and agree that we may delegate to such Affiliates all or any of the power, authority or discretion vested in us and any such delegation may be made upon such terms and conditions and subject to such regulations (including the power to sub-delegate) as we may think fit and, provided always that we shall have exercised reasonable care in the selection of such Affiliate, we shall not be bound to supervise the actions of and shall not in any way or to any extent be responsible for any loss incurred by you for any failure, neglect, default or breach by any such Affiliate.

25.3 You agree that our employees, officers, or Affiliates do not have any authority to bind us to any obligations or liabilities as otherwise expressly provided in these Terms.

26. CONFIDENTIAL INFORMATION

26.1 Our duty. Save as permitted under these Terms or any other agreement with you, we shall treat all information relating to you and your Accounts as confidential.

26.2 Non-confidential information. You acknowledge that the following information will not be regarded as confidential information and we do not owe you or any other person any duty to keep such information confidential:

(a) information that as at the date of its disclosure is in the public domain (other than through a breach of these Terms) or which subsequently enters the public domain;

(b) information that was already in our possession before you provided the information to us;

(c) information which we received from a third party who has lawfully acquired such information and is under no confidentiality obligation regarding its disclosure to us; and

(d) any information which is anonymised or encrypted in such a manner where the identities of any person cannot be readily inferred, or which cannot be referable to any particular person.

26.3 Exceptions from duty of confidence. You give us permission to disclose information relating to you, your Account, Assets, Investments and Transactions as follows:

(a) to any of our directors, officers, employees, representatives, agents or delegates;

(b) to any of our Affiliates, shareholders or related corporations and any of their successors, assigns or sub-contractors, and their directors, officers, employees, representatives, agents or delegates;

(c) to any other persons as may be reasonably necessary for the purposes of providing our Services to you;

(d) to our professional advisers, consultants and auditors;

(e) to anyone who takes over or may take over all or part of our rights or obligations under these Terms or anyone these Terms (or any part of it) is transferred to or may be transferred to;

(f) to any person who we believe in good faith to be your legal advisers or other professionals;

(g) to any court, governmental, statutory, regulatory body or other authority with competent jurisdiction in any jurisdiction, in so far as we need to do so to keep to Applicable Laws, or which we in good faith believe that we should keep to;

(h) pursuant to a request by any court, governmental, statutory, regulatory body or other authority with competent jurisdiction to order such disclosure (regardless of the reason for such request and whether such request is exercised under a court order or otherwise); and

(i) to such other persons or under such other circumstances as you agree,

provided that in the case of disclosures under any of the circumstances in (a) to (c), we shall, where reasonably possible, procure that the recipient is subject to the same duty of confidence.

26.4 Consent. Without prejudice to any provisions to these Terms, the Privacy Policy or any other terms that may be entered into between us from time to time, you agree and consent to our Affiliates sharing with and disclosing to us such information and Personal Data relating to you, your Account, Assets, Investments and Transactions, and any other information, as may be required for us to provide our services to you under these Terms from time to time. You further agree and consent that we may share and disclose such information with our Affiliates.

26.5 Survival. The permission you give by agreeing to this Clause 26 of these Terms will apply even after our agreement pursuant to these Terms ends or your Account is terminated.

26.6 Your duties. Any data, information or message transmitted to you through our System, the Platform or otherwise must be kept confidential. Upon termination of your Account and our Services to you, unless required under Applicable Laws, you agree to destroy such data, information or message, including all copies thereof.

26.7 Confidentiality of Other Information. You must keep confidential, all information about the Platform, our System and any information, data, materials or documents provided to you.

27. RECORDING

27.1 You authorise us and any of our Affiliates to record any telephone conversation or any electronic communication conducted between you and us or our personnel, to retain such recordings and use them in such manner as we consider appropriate. The recordings shall be admissible in evidence in legal proceedings and shall have the same probative value as a written original document. You shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of the contents of such records and you hereby waive any right (if any) to so challenge or dispute. You agree that the recordings made by us shall be conclusive evidence of the contents and shall be binding on you.

28. SUSPENSION AND TERMINATION OF SERVICE

28.1 Immediate termination by us. We reserve the right to restrict, temporarily or permanently suspend or terminate your Account, or the provision of any Services, at any time and with immediate effect, without incurring liability of any kind to you, if any of the following events occur:-

(a) you have not fully complied with our account opening criteria (as we may determine from time to time), including, our “Know Your Client” procedures or you otherwise represent an anti-money laundering risk;

(b) you are or have become a US person;

(c) you fail to ensure that there are sufficient funds in your Wallet and/or in the relevant funding source;

(d) you fail to make any payment to us or any other party when due, whether under these Terms or otherwise for the Services;

(e) your death or insanity;

(f) any grounds exist for the presentation of a bankruptcy petition against you;

(g) any representation or warranty made by you under these Terms or through the Platform or for the Services is incomplete, untrue, incorrect or misleading in any material respect;

(h) you have breached any of these Terms;

(i) you are using the Platform or the Services in a manner that may cause us to breach Applicable Laws, have legal liability or disrupt others’ use of the Platform or the Services;

(j) you are using the Platform or the Services for any illegal activities or where we have reasonable suspicion that you may be doing so, or we become aware or suspect that your Account is or will be used for illegal, fraudulent or unauthorized uses;

(k) we become aware or suspect that your Access Methods (i.e. any user identification, passwords and other security credentials assigned to you and required to access and use the Platform) are stolen, lost, damaged or compromised;

(l) we become aware or suspect that the person logged into your Account is not you;

(m) we are required to do so by Applicable Laws or pursuant to a request by any governmental, statutory or regulatory body;

(n) scheduled downtime or recurring downtime;

(o) a Force Majeure Event;

(p) you publish, post, transfer, distribute or upload any content or information to the Platform which is false, misleading or inaccurate, contains rude and inappropriate language or which creates the impression that any content is sponsored or endorsed by us;

(q) you modify, adapt or reverse engineer the Platform or any part thereof;

(r) you transmit any viruses, worms, defects, Trojan horses or any other items of a destructive nature, or that may otherwise compromise the security of the Platform;

(s) you create multiple Accounts;

(t) you create Accounts by automated means or under false or fraudulent pretences; or

(u) you are, in our opinion, the subject of any adverse publicity or involved in any litigation that we reasonably believe would be detrimental to our interests.

28.2 For the purpose of Clause 28.1 of these Terms, “Force Majeure Event” means any event beyond our reasonable control (and which does not relate to or arise by reason of our default or negligence) which renders impossible or hinders our performance of these Terms including our Services, including, without limitation:

(a) war, riot, civil unrest or revolution, sabotage, terrorism, insurrection, acts of civil or military authority, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;

(b) terrorist attacks, civil war, civil commotions or riots;

(c) acts of God, epidemic, pandemic, flood, earthquake, typhoon or other natural disasters or adverse weather or environmental condition;

(d) any act of state or other exercise of sovereign, judicial or executive prerogative by any government or public authority, including expropriation, nationalisation, compulsory acquisition, government shutdown, government travel ban or acts claimed to be justified by executive necessity;

(e) fire, explosion or accidental damage;

(f) collapse of building structures or failure of plant machinery, computers or vehicles;

(g) interruption or failure of utility service, including but not limited to electric power, gas or water; or

(h) any labour disputes, including but not limited to strikes, industrial action or lockouts.

28.3 For the avoidance of doubt, we shall not be in breach of these Terms, nor liable for any failure or delay in the performance of any other obligations under these Terms arising from or attributable to any of the circumstances giving rise to a right to termination under Clause 28.2 of these Terms.

28.4 Termination by notice from us. We may at any time and without liability to you terminate these Terms including our Services. In such cases, we will endeavour to provide you with not less than 14 Business Days written notice. However, in certain cases, we may terminate your Account, the Services or these Terms by providing shorter notice or providing notice with immediate effect. No such termination will affect any Instruction given by you which is properly received by us before the date of such notice.

28.5 Termination by notice from you. You may terminate these Terms or your Account with us at any time by providing us with notice in the manner as we may specify on the Platform. However, no such termination will affect any Instruction given by you which is properly received by us before the receipt of such notice or any action we may take in relation to your Account before the receipt of such notice.

28.6 Effect of termination. On termination of the Account or any Services or the Terms or relationship between you and us:

(a) you will stop using any Services;

(b) all charges, costs and/or expenses due to us or any third parties under these Terms shall fall due for repayment immediately;

(c) we may discharge our entire liability with respect to your Account by selling your Assets at your expense and arranging for any credit balance in your Account to you at the earliest time possible and within 14 Business Days from the termination of these Terms, subject to Applicable Laws and unforeseen processing delays by the banks; and

(d) you shall, upon our request (acting reasonably), return, destroy or delete any information or documents received from us, including any copies thereof.

29. INDEMNITY AND EXCLUSION OF LIABILITY

29.1 You agree to indemnify on a full indemnity basis, to compensate us, and to hold us and all of our employees, officers, Affiliates or counter-parties employed or used by us in connection with the Services (collectively, our “Associates“) harmless from and against any and all losses, and reimburse on demand, against all losses which we or our Associates may suffer or incur arising from or in connection with the operation of the Account, Transactions, Investments, Services, or any Instructions, whether incurred directly or indirectly (unless they arise solely from our fraud, gross negligence or wilful default).

29.2 We and our Associates shall not be responsible for or liable to you for any loss which may be suffered or incurred by you in any way in relation to any Services provided pursuant to these Terms, or Transaction contemplated under these Terms, howsoever caused, except for any such loss or damage which is due to our fraud, gross negligence or wilful default. In such event, our liability in connection with any Transaction or Service, shall not exceed the market value of such Transaction or Service at the time of the fraud, gross negligence or wilful default.

29.3  We shall not be liable for any losses incurred by you as a result of any action taken by or omission on our part in good faith. We shall not, in the absence of fraud, gross negligence or willful default be liable to you for any act or omission in the course of or in connection with the Services rendered by us under these Terms or for any losses which you may suffer or sustain as a result of, in connection with or in the course of discharge by us of our duties hereunder.

30. NOTICES

30.1 All notices, demands or other communications required or permitted to be given under these Terms (“Notices“) shall be sent as follows:

(a) in the case of a Notice to you, to the electronic mail address indicated by you on your Grab App or edited subsequently by selecting “Edit Profile” through the Grab App, or by posting a Notice on the Platform; and

(b) in the case of a Notice to us, through the “Contact Us” link or the Help Centre link on the Platform.

30.2 You are deemed to receive the Notice sent by us upon the earlier of:

(a) receipt of the Notice by you on the Platform;

(b) receipt of the Notice by you through your electronic mail address; or

(c) expiration of fourteen (14) Business Days following the posting of the Notice on the Platform or to your electronic mail address.

30.3 We are deemed to receive the Notice sent by you on the date upon which it is sent, unless it is sent after 5.00 pm on a Business Day or at any time on a non-Business Day in which case it will be deemed to have been received on the next following Business Day, provided in all cases that it was actually received by us and in legible form.

30.4 You must promptly inform us of any change in your mailing address, fax number and/or email address for communication or any of your relevant particulars available in our records by updating the particulars on your Grab App by selecting “Edit Profile” or such other process as may be informed to you by us from time to time, and where requested send us all supporting documents we require. We will need a reasonable time period, not being less than seven (7) Business Days from receipt, to act and effect the change in our records, after which, we may rely on the change.

31. COMPLAINTS HANDLING, DISPUTE RESOLUTION

31.1 Any complaint regarding how we handle your personal data may be referred our data protection officer who can be contacted at dataprotection@grab.com.

31.2 Any other complaint, dispute or controversy raised by you should in the first instance be referred, in writing via links available on the Platform or Grab App. We will investigate the complaint and report back to you on the findings and the resolution to the complaint or dispute. If you remain dissatisfied with our findings or the handling of your complaint, dispute or controversy, you may, if appropriate, refer the matter to the Financial Industry Disputes Resolution Centre Ltd (“FIDReC“) at 112 Robinson Road #13-03 Singapore 068902 or the courts of Singapore. As a capital markets services licence holder regulated by MAS, we subscribe to FIDReC. Further information about FIDReC may be obtained from its online website at www.fidrec.com.sg.

31.3 Subject to the above Clause 31.2, any disputes, actions, claims or causes of action arising out of or in connection with the Terms or the Service shall be referred to the Singapore International Arbitration Centre (“SIAC”), in accordance with the Rules of the SIAC as modified or amended from time to time (the “Rules”) by a sole arbitrator appointed by the mutual agreement of the parties (the “Arbitrator”). If parties are unable to agree on an arbitrator, the Arbitrator shall be appointed by the President of SIAC in accordance with the Rules. The seat and venue of the arbitration shall be Singapore, in the English language and the fees of the Arbitrator shall be borne equally by the parties, provided that the Arbitrator may require that such fees be borne in such other manner as the Arbitrator determines is required in order for this arbitration clause to be enforceable under Applicable Law.

32. GENERAL

32.1 Further Assurance. You shall execute such other documents, do such acts and things and take such further actions as may be reasonably required or desirable to give full effect to the provisions of these Terms and the transactions hereunder and you shall use your best endeavours to procure that any necessary third party shall execute such documents, do such acts and things and take such further actions as may be reasonably required for giving full effect to the provisions of these Terms and the transactions hereunder.

32.2 Assignment. You shall not have the right to assign any of such rights, undertakings, agreements, duties, liabilities and/or obligations hereunder, except with our written consent.

32.3 We may assign, transfer, novate or otherwise exercise any of our rights and obligations under the Terms by ourselves or through our group companies (including whether on request by any court or authority of any jurisdiction or otherwise) without giving you prior notice. We may disclose to a potential transferee or assignee or any other person proposing to enter into contractual arrangements with us in relation to these Terms such information about you as we may think fit for the purpose of such contractual arrangements. You undertake to execute all such instruments or documents and do all such acts or deeds (at your own cost) as we may require in connection with any such assignment, transfer, novation or change referred to in this clause. Any failure to do so shall not affect the validity of such assignment, transfer, novation or change.

32.4 These Terms shall continue to be binding on you notwithstanding any change of our name, constitution, or our consolidation or amalgamation into or with any other entity (in which case these Terms shall be binding on the successor entity).

32.5 Time of essence. In respect of your performance of these Terms, time shall be of the essence in all respects.

32.6 Entire Terms. These Terms and the documents referred to in these Terms collectively embody the entire terms and conditions agreed upon by you and us as to the subject matter of the same and supersedes and revokes in all respects all other documents, agreements, letters of intent, and undertakings entered into between you and us, whether such be written or oral, with respect to the subject matter hereof. All provisions of these Terms shall so far as they are capable of being performed or observed continue in full force and effect notwithstanding completion of the matters set out therein except in respect of those matters then already performed and except where expressly stated to the contrary. These Terms shall be binding on and shall endure for the benefit of each of your and our successors in title or legal personal representatives.

32.7 Survival on Termination. All disclaimers, indemnities and exclusions in these Terms shall survive the termination of these Terms.

32.8 Severance. If any provision of these Terms or part thereof is rendered void, illegal or unenforceable by any legislation to which it is subject, it shall be rendered void, illegal or unenforceable to that extent and no further and, for the avoidance of doubt, the rest of these Terms shall continue in full force and effect and the legality, validity and enforceability of the whole of these Terms in any other jurisdiction shall not be affected.

32.9 No Third Party Rights. Unless specified otherwise, a person who is not a party to these Terms shall have no right under the Contracts (Rights of Third Parties) Act (Cap 53B) of Singapore or under any law, to enforce any provision in these Terms.

32.10 Governing Law. These Terms shall be governed by, and construed in accordance with, the laws of Singapore.

SCHEDULE 1  – DEFINITIONS

1. DEFINITIONS

1.1 In these Terms, where the context so admits, the words and expressions used in these Terms shall have the following meaning:

“Account”
means the account which we have set up and granted to you to access the Platform pursuant to these Terms;

“Access Method”
means any user identification, passwords and other security credentials assigned to you and required to access and use the Platform using your Account;

“Affiliates”
has the meaning ascribed to it in Clause 25.1 of these Terms;

“Applicable Laws”
means all applicable local or foreign laws, rules, acts, regulations, subsidiary legislation notices, notifications, circulars, licence conditions, directions, requests, requirements, guidelines, directives, codes, information papers, practice notes, demands, guidance and/or decisions of any national, state or local government, any agency, exchange, regulatory or self- regulatory body, law enforcement body, court, central bank or tax revenue authority or any other authority (including the MAS and IRAS) whether in Singapore or elsewhere, whether having the force of law or not (including any intergovernmental terms between the governments or regulatory authorities of two or more jurisdictions or otherwise), as may be amended from time to time;

“Arbitrator’
has the meaning ascribed to it in Clause 31.3 of these Terms;

“Asset”
means all moneys, cash, securities, or other financial instruments or products, and other property of yours held with us or through us;

“Auto Top-Up”
has the meaning ascribed to it in Clause 9.1 of these Terms;

“Banking Act”
means the Banking Act (Cap. 19) of Singapore;

“Business Day”
means a day, other than a Saturday or Sunday or Public Holiday, on which we are open for business (from 9am to 5pm Singapore time), and in the context of Instructions and Transactions involving a foreign element, a day, other than a Saturday or Sunday, when we and the relevant financial markets and institutions in the country concerned are open for business;

“Custodians”
means custodians, sub-custodians, nominees, exchanges and/or clearing houses;

“Consumer account”
has the meaning ascribed to it in Clause 14.1 of these Terms;

“Grab App”
has the meaning ascribed in Clause 1.2 of these Terms;

“Instructions”   
means any communication, instruction, order, message data or information received by us through or pursuant to the Platform or otherwise referable to your Access Methods, and any information delivered to us offline by any methods as we may agree;

“Intermediary”
nominee, agent, broker, custodian, fund manager, market-maker, exchange and/or other third party;

“Investments”
means any investment products, other financial instruments or products which we may invest in, purchase or sell on your behalf;

“IRAS”
means Inland Revenue Authority of Singapore;

“MAS”
means the Monetary Authority of Singapore;

“Personal Data”
has the meaning ascribed to it in the Personal Data Protection Act (No. 26 of 2012) of Singapore;

“Platform”
has the meaning ascribed in Clause 1.2 of these Terms;

“Privacy Policy”
means the policy on the privacy and protection of Personal Data adopted by us as made available at https://www.grab.com/sg/privacy, as may be supplemented, amended or varied from time to time upon our notification to you;

“Product”
has the meaning ascribed to it in Clause 1.2 of these Terms;

“Rules”
has the meaning ascribed to it in Clause 31.3 of these Terms;

“Service(s)”
has the meaning ascribed to it in Clause 1.2 of these Terms;

“SIAC”
has the meaning ascribed to it in Clause 31.3 of these Terms;

“Specific Terms”
means the Specific Terms and Conditions for AutoInvest, the Specific Terms and Conditions for Earn+, and such other specific terms as may be promulgated by us from time to time, and as may be amended and supplemented from time to time;

“System”
means the hardware, software and telecommunication links or any part thereof used from time to time for the purpose of providing, supporting, accessing and/or otherwise referable to the Platform;

“Transactions”
means transactions in Investments as we may carry out on your behalf under these Terms;

“US Person”
means:

(a) a citizen or permanent resident of the United States (e.g. US Green Card holder or someone who meets the requirements to be considered a resident under the ‘substantial presence test’);

(b) United States corporations, partnerships, estates and trusts;

(c) any other person that is not a foreign (i.e. non-US) person (as defined under the relevant United States federal tax laws); or

(d) otherwise a tax resident of the United States in accordance with the relevant Applicable Laws; and

“Wallet”
has the meaning ascribed to it in Clause 3.1(d) of these Terms.

1.2 Any reference to any legal entity or individual person includes, where appropriate, a reference to its authorised agents, delegates, successors, permitted assigns or transferees or nominees or (in the case of individuals) its personal representatives. Expressions in the singular form include the plural and vice versa. A reference to any gender shall include all genders;

1.3 Any reference to any law, statute or regulation or enactment shall include references to any statutory modification or re-enactment thereof, or to any regulation or order made under such law, statute or enactment (or under such a modification or re-enactment);

1.4 Any references to “include”, “includes” and “including” as they appear in these Terms are not limiting and are deemed in each instance to be followed by the words “without limitation”;

1.5 Any reference to “clause” shall refer to clauses in these Terms; and

1.6 The headings used are for convenience of reference only and are not to affect the construction of, or to be taken into consideration in, interpreting these Terms.

SCHEDULE 2 – GENERAL RISK DISCLOSURE

This document is not intended to be an exhaustive description of the risks involved but rather a general statement of the risks commonly associated with making investments of this nature and in this manner. Please read this document carefully before making an investment decision. Investors are advised to read the underlying relevant offering documents for more detailed disclosure of the risks associated with their investment. This document is no substitute for the product descriptions and the risk factors disclosed in the offering documentation for any underlying funds or other investments we may invest in on your behalf.

There are various risks associated with investing in capital markets. General risks associated with investing are as follows:

• Past performance is not an indicator of future performance.
• The value of your investments and any income from them can go up as well as down.
• The price of and value of investments and any distributions may fluctuate significantly.
• You may get back less than you originally invested. You may lose your entire investment.
• Market conditions may limit our ability to trade and/or adversely affect the price of an underlying investment or asset.
• Investments in markets outside of Singapore may be subject to exchange rate fluctuations.

Each potential investor must determine the suitability of an investment with us in light of their own circumstances. Prior to making an investment decision, an investor should fully understand the risks and merits of such investment and to make their own determinations that such investment is suitable with the acknowledgement that they are able to assume the risk.

There are general risks to which all asset classes, financial instruments and financial services are exposed to and which may lead to a financial loss. Some of these risks are:

• Market risk: Economic developments move with cyclical fluctuations. Cyclical downturns can reduce the value of your investment substantially. The underlying investments may be subject to considerable fluctuations in value and other risks inherent in investing in capital markets products. Specific market movements of the underlying instruments cannot be predicted with absolute certainty and investors may be exposed to price volatility in the relevant market. Investors may sustain substantial losses if the market conditions move against expectations.
• Interest rate risk: There is a potential for investment losses that result from a change in interest rates. If interest rates rise, for instance, the value of a bond or fixed income investment will decline, and vice versa.
  Inflation risk: Money is subject to a decrease in value due to inflation. If your investments gain 3% in a year and the cost of living goes up by 2% you are left with a real return of only 1%.
• Country risk: The government of a country may exert influence on capital movements and the transferability of its currency. This may prevent debtors from fulfilling their obligations. If your investment includes assets affected by this risk, you might suffer a loss.
• Currency risk: This is a form of risk that arises from the change in price of one currency against another. Your investment might decrease in value even though the underlying asset has not decreased in value.
  Regulatory and Legal Risk: Returns on all and particularly new investments are at risk from regulatory or legal actions and changes, which can, among other issues, alter the value and profit potential of an investment. A country or jurisdiction may from time to time enact new laws or regulations which may have an adverse effect on an investment, which could include a previously acceptable investment becoming illegal.
• Tax risk: Gains generated by investments in capital markets are subject to taxes and/or other fiscal liabilities. Changes of the law might lead to an unexpected value decrease of your investment.
• Liquidity risk: Some investments may not be liquid. This means they may not be sold easily on an ad hoc basis or sold only with reduction in value. If these investments must be sold on short notice, you might suffer a loss.
• Cost risk: Banks, credit institutions and financial services companies charge various costs which may substantially reduce the performance of your investment over time.
• No verification of underlying offer documents: We have not separately verified the information relating to the underlying investments contained in the documents issued by the issuer, including offering documents. No representation, warranty or undertaking, express or implied, is made as to the accuracy or completeness of such information and no responsibility is accepted for any direct, indirect, or consequential losses arising from its use by us. We have no obligation or duty to update any of the offering or marketing documents in relation to the underlying investments, which only reflect the judgment of the relevant entity as of the date of such material. All information may be subject to change without notice and the provision of information in relation to the underlying investments may cease at any time without reason or notice.
• Deposit insurance: Investment products are not deposits and are not subject to the provisions of the Deposit Insurance and Policy Owners’ Protection Schemes Act (Cap. 77, nor eligible for deposit insurance coverage under the Deposit Insurance Scheme.
• Conflicts of interests risks: There may be various actual or potential conflicts of interests between us, our group entities or other connected persons and you, as a result of various investment and commercial business or our other activities. We, our group entities or other connected persons shall not be liable to account or specifically disclose any profit, charge or remuneration made or received in relation to any transaction.
• Compounding of risks: These investments involve various risks and should only be made after assessing all relevant factors. More than one risk factor may have a simultaneous effect with regard to the underlying investments such that the effect of a particular risk factor may not be predictable. In addition, more than one risk factor may have a compounding effect, which may not be predictable. No assurance can be given as to the effect that any combination of risk factors may have on the value of the underlying investments.
• Security risks: You acknowledge that the Internet is not a secure network and that communications transmitted over the Internet may be accessed by unauthorized or unintended third parties. While we will take such measures to protect confidential consumer information and to defend against cybersecurity risks, as cyber criminals become more sophisticated, we are unable to detect and prevent all such potential risks. We request that you ensure that you take measures to guard against such risks, e.g. ensuring that you do not keep your password and log in details safe and not to fall prey to phishing attacks by clicking on suspicious links. E-mails on rare occasions may fail to transmit properly. Regardless of whether you receives an email notification, you agree to check our Platform or the Grab App regularly for up-to-date information and to avoid missing time-sensitive information.
• Investment tools risks: You understand that we use investment tools, including algorithmic tools, to manage your portfolio. These investment tools do not guarantee performance and we do not guarantee or provide any warranty of any kind, express or implied, about the projections or recommendations generated by such investment tools. For the avoidance of doubt, we make no representation about the likelihood or probability that any actual or hypothetical investment will in fact achieve a particular outcome or perform in a predictable manner. Any historical return information on our Platform does not represent the actual performance of a specific investor’s account and may not reflect all factors that could impact performance for an individual investor.
• Third party sources risks: The return, composite, and performance information shown on the Platform uses or includes information compiled from third-party sources, including independent market quotations and index information. We believe that the third-party information comes from reliable sources, but we do not guarantee its accuracy.

Our principal service is discretionary investment management where your portfolio is managed in accordance with certain metrics, including the risk level, your time horizon, the amounts invested, the time and frequency at which you choose to invest. This means that we have discretion over both asset allocation and the selection of underlying investments or assets held in your portfolio. Your portfolio and its performance may be specific to you, even when compared to a portfolio with a broadly similar mandate. We have a core investment and asset allocation process and regularly monitor portfolios to ensure they behave within an acceptable range of risk. Consumer performance can differ from the average return depending on how frequently you invest, the amounts invested, your risk level and the period of investment.

There are additional risks that may arise in respect of specific asset classes.

Mutual Funds

We invest primarily in mutual funds which may be open-ended or closed-end funds. Open-ended funds are a collective investment scheme which can issue and redeem shares at any time. It contrasts with a closed-end fund, which typically issues all available shares at the launch of the fund, with such shares usually only being tradable between investors thereafter.

A mutual fund is made up of a pool of money from investment which an asset management company invests into stocks, bonds or other financial assets. The collective financial strength of these investors makes it possible to make investments across sectors, industries and markets and offers the benefit of greater diversification and professional investment expertise.

However, investments in mutual funds are associated with the following specific risks in addition to the general risks discussed above:

• Underlying price / valuations risk: The price of mutual funds will fluctuate, reflecting changes in the value of the underlying assets or derivatives, so the value of your investment may increase or decrease. If a large amount of derivatives are used, the risk profile of the mutual funds may differ significantly. We may rely, without independent investigation, upon pricing information and valuations furnished by third parties, including pricing services and independent brokers/dealers. Their accuracy depends on these parties’ methodologies, due diligence and timely response to changing conditions, and we have no control over or responsibility for failures in such valuations.
• Counterparty risk: If the counterparty of a derivative contract gets into distress, the value of a mutual fund investment might be affected. Providers may take measures such as using multiple counterparties or holding collateral, so if one counterparty defaults they can draw the collateral to pay returns to investors.
• Currency risk: Your portfolio will be valued in SGD. If a mutual fund’s underlying investments are in a currency different to the denominated currency of the mutual fund, there will be embedded foreign exchange risk meaning that, for example, even if the value of your mutual fund goes up, a decline in the foreign currency can reduce your returns when they are exchanged back into SGD.
• Credit risk:  The risk that the issuer of a bond or other security won’t have enough money to make its interest payments or to redeem the bonds for face value when they are due. Securities with a higher risk of default tend to pay higher returns.
• Investment management risk: Investment performance depends on the portfolio management team and the team’s investment strategies. If the investment strategies do not perform as expected, if opportunities to implement those strategies do not arise, or if the team does not implement its investment strategies successfully, an investment portfolio may underperform or suffer significant losses.
• Hedging risk: Hedging is a strategy for reducing exposure to investment risk. An investor can hedge the risk of one investment by taking an offsetting position in another investment. The values of the offsetting investments should be inversely correlated.
• Redemption gate risk: A redemption gate is a measure that may be incorporated by a fund manager under certain circumstances that limits redemption in a fund for a short period of time. Its purpose is to prevent a run on a fund in times of market stress.
• Market risks: Under certain market conditions, it may be difficult or impossible to liquidate or rebalance positions. For example, during volatile markets or situations where trading under the rules of the relevant stock exchange is suspended, restricted or otherwise impaired. During such times, the underlying fund may be unable to dispose of certain assets due to thin trading or a lack of market or buyers. Stop-loss orders may not necessarily limit the fund’s loss to intended amounts as market conditions may make it impossible to execute such order at an ideal price. Such circumstances may force the fund to dispose of assets at reduced prices, thereby adversely affecting the fund’s performance. There may be difficulty to value investments with any degree of accuracy or certainty in such conditions as dumping of securities in the market could deflate prices. Further if the fund incurs substantial trading losses, the need for liquidity could rise sharply at the same time that access to liquidity is impaired. In a market downturn the fund’s counterparties’ financial conditions could be weakened thereby increasing the fund’s credit risk exposure to them.
• Third party intermediaries risks: Transactions will be conducted through or with brokers, clearing houses, asset managers, market counterparties and other agents. The assets of the underlying funds are held by custodians or sub-custodians appointed in various jurisdictions. The underlying funds will be subject to the risk of the inability of any such counterparty or custodian to perform its obligations, whether due to insolvency, bankruptcy or other causes. An underlying fund may invest in instruments such as notes, bonds or warrants, the performance of which is linked to a market or investment. Such instruments are issued by a range of counterparties and through its investment, the fund will be exposed to the counterparty (or credit) risk of the issuer in addition to the investment exposure it seeks. It is possible that the brokers, dealers or asset managers engaged for the underlying fund may encounter financial difficulties that may impair the operational capabilities of the underlying fund. If the broker, dealer or asset manager fails or becomes insolvent, there is a risk that the underlying fund’s orders may not be transmitted or executed, instructions from the asset manager may not be provided to the broker or dealer and its outstanding trades made through the broker or dealer may not settle. This may then affect the performance of the underlying fund and cause you to lose money on your investment.
• Institutional investors risk: An underlying fund may accept subscriptions from institutional investors and such subscriptions may constitute a large portion of the total investments in the underlying fund. While these institutional investors will not have any control over the investment decisions for the fund the actions of such investors may have a material effect on the relevant underlying fund. For example, substantial redemption or realisation of interest in the fund by an institutional investor over a short period of time may necessitate the liquidation of the underlying fund’s relevant assets at a time and in a many which may adversely affect the value of the underlying fund’s assets.

SCHEDULE 3 – SPECIFIC TERMS AND CONDITIONS FOR AUTOINVEST 

1. GENERAL

1.1 You have requested and wish to invest in AutoInvest. This SCHEDULE 3 applies to any Transactions or Investments in relation to the AutoInvest product offered by us and should be read with the General Terms and Conditions and such other terms as agreed between you and us.

1.2 In the event of any inconsistency between these Specific Terms in this Schedule and any other terms, these Specific Terms shall prevail specifically in relation to AutoInvest.

1.3 This Schedule may be amended in accordance with the Terms from time to time and is in addition to any other agreements which you may have with us.

2. DEFINITIONS 

2.1 The following terms shall have the following meanings in this Schedule, where the context permits:

“Automatic Transfers”
has the meaning ascribed in Clause 3.2 of this Schedule;

“Available Withdrawal Amount”
means the value of your underlying Investments that are held through your investment in AutoInvest, as determined on a daily basis by multiplying the last available market price based on information we receive from our Intermediaries with the number of units of the underlying Investments that you have invested in, at such point in time when you seek a withdrawal. For the avoidance of doubt, such amount shall not include any funds which you may have transferred but have not yet been invested in the underlying Investments pursuant to Clause 4.1 of this Schedule;

“AutoInvest”
a Product offered by GrabInvest which is an automated investment plan to encourage creating an investing habit where each time you carry out Eligible Grab Transactions, a specified amount will be transferred to us to be invested into several underlying Investments selected by us, subject to the terms and conditions as set out in this Schedule read with the Terms;

“Eligible Grab Transaction”
means any transport, GrabFood, GrabMart, or GrabPay transaction with merchants (whether via QR Code or with your GrabPay Card) made through the Grab App where the payment method is credit or debit card, GrabPay Wallet or GrabPay Card, and/or such other transactions as we may determine from time to time;

“Portfolio Value” 
means a balance representing the sum of (i) the value of your underlying Investments that are currently held through your investment in AutoInvest, as determined on a daily basis by multiplying the last available market price based on information we receive from our Intermediaries with the number of units of the underlying Investments that you have invested in and (ii) money that is being processed, which includes money that has been transferred to us and is in the process of being invested as well as money that is in the process of being withdrawn;

“Transfer Amount”
designated amount of money you have indicated via the GrabApp that you wish to invest into AutoInvest each and every time you carry out an Eligible Grab Transaction; and

“Withdrawal Sum”
has the meaning ascribed in Clause 5.3 of this Schedule.

2.2 Capitalised terms not otherwise defined in this SCHEDULE 3 shall have the same meaning as ascribed to them in the General Terms and Conditions (as amended and supplemented from time to time).

3. AUTOMATIC TRANSFERS

3.1 When you select AutoInvest under the “Invest” tile (managed by GrabInvest) on the Grab App, you may indicate your preferred Transfer Amount to be transferred to and invested in AutoInvest. An AutoInvest calculator may be provided to you that will calculate your potential investment amounts from investing in AutoInvest based on the Transfer Amount and the estimated frequency of your Eligible Grab Transactions (which shall be estimated based on the frequency of payments you have made through your Grab App over a prescribed period or the frequency of payments made by users on the Grab Platform). Once you have invested in AutoInvest, we may offer you other features such as the ability to view the Portfolio Value of your portfolio and indicative returns in relation to your AutoInvest investment plan. You understand and agree that any such calculations, estimates, projections and indicative returns are for illustration purposes only. They are not representations and shall not bind us. Any quotations, comments, analysis, estimates, forecasts, opinions or other similar information provided are limited to certain assumptions and parameters. Therefore, they may be subject to change without notice and we give no warranty as to its accuracy, completeness or reliability.

3.2 Should you wish to proceed to invest in AutoInvest, you may click “Get Started” on the AutoInvest page. By clicking “Get Started” and/or electing to invest in AutoInvest, you authorise and provide us with a standing instruction to automatically transfer the Transfer Amount via the Grab App from your GrabPay Wallet to be invested with us in AutoInvest each and every time you carry out an Eligible Grab Transaction via the Grab App (“Automatic Transfers“) without further reference to you.

3.3 Subject to Clause 3.5 of this Schedule, such standing instruction to carry out such Automatic Transfers as described in Clause 3.2 of this Schedule will remain effective and unchanged unless we have accepted your cancellation request in accordance with this Clause 3.4 of this Schedule. Barring the foregoing, we will proceed with the Automatic Transfer(s) without further confirmation or acknowledgement from you and such Automatic Transfer(s). Your instructions in relation to any prior Automatic Transfers (if any) are irrevocable.

3.4 A cancellation request may be made in accordance with the following terms:

(a) you may request a cancellation of your Automatic Transfer in accordance with the method as prescribed on the Platform where the status of the Automatic Transfer is indicated on the Platform as “In Queue”;

(b) your cancellation request shall only be effective upon our confirmation to you through the Platform that such cancellation has been accepted and upon such terms as indicated in our confirmation to you (if any);

(c) where your cancellation request has been accepted, we will refund the Transfer Amount to your GrabPay Wallet. You agree and acknowledge that we will not refund the Transfer Amount via any other payment methods;

(d) after the status of your Automatic Transfer has changed and no longer indicates “In Queue”, your instruction to carry out the relevant Automatic Transfer is irrevocable. You agree and acknowledge that in such case, you can no longer cancel your Automatic Transfer; and

(e) our acceptance of your cancellation request in relation to an Automatic Transfer as described in this Clause 3.2 shall not affect any other scheduled Automatic Transfers. If you wish to deactivate the Automatic Transfers, you may do so in accordance with Clause 3.5 of this Schedule.

3.5 You may amend the Transfer Amount, deactivate the Automatic Transfers and/or close, deactivate or terminate your investment in AutoInvest in accordance with such instructions as may be set out on the Grab App or Platform. Any such amendments, deactivation or closure to your AutoInvest plan shall only be effective after you have received confirmation from the Platform or the Grab App that such amendment has been agreed to and confirmed by us. Without prejudice to the generality of the foregoing, any amendments to the Transfer Amount, shall only be effective in respect of Eligible Grab Transactions and Automatic Transfers occurring after you receive confirmation from the Platform or Grab App that such amendment has been agreed to and confirmed by us and any Automatic Transfers prior to such agreement or confirmation shall continue unaffected by your requested amendment.

3.6 It is your responsibility to ensure that you have sufficient balance in your Wallet at all times to enable the Automatic Transfers to occur. If there is insufficient balance in your Wallet, both your Automatic Transfer and your Eligible Grab Transaction may be unsuccessful. The Automatic Transfer and Eligible Grab Transaction will be treated as separate transactions and where there is insufficient balance in your Wallet, priority will be given to the Eligible Grab Transaction provided that there are sufficient funds available for the Eligible Grab Transaction to proceed.

(a) If insufficient funds are available in the Wallet for the Eligible Grab Transaction, both the Eligible Grab Transaction and Automatic Transfer will fail.

(b) If there are sufficient funds available in the Wallet for the Eligible Grab Transaction but not for the Automatic Transfer, the Eligible Grab Transaction will proceed but the Automatic Transfer will fail. Therefore, you may fail to make an Automatic Transfer even if your Eligible Grab Transaction is successful.

(c) In the event of a failure of an Automatic Transfer, you may reinitiate the Automatic Transfer in accordance with such instructions as may be set out on the Grab App or Platform. For such reinitiated Automatic Transfers, you would be required to agree and acknowledge that your investment in AutoInvest would only be made once the reinitiated Automatic Transfer is successful.

3.7 Failure in the Automatic Transfer may lead to a disruption in your AutoInvest plan and/or failed Transactions. This may mean that you may not achieve the indicative returns projected. You understand and agree that we will not be responsible or liable in any way for any such consequences of any nature whatsoever and you agree not to take any action or to release us from any claims whatsoever in relation to any such consequences.

4.INVESTING IN UNDERLYING INVESTMENTS

4.1 The status of your Automatic Transfer will change to “Invested” on the Platform once we have made the underlying Investments. Prior to the change of the status of your Automatic Transfer to “Invested” on the Platform, you agree that your request to make an investment is not confirmed.

4.2 You agree and acknowledge that we have sole and absolute discretion in selecting the underlying Investments for your AutoInvest plan. While we may inform you of the underlying funds or Investments your funds have been invested in, including your holdings in the relevant underlying funds or Investments, your Investment is managed as a portfolio. You are unable to select which underlying funds or Investments your funds are invested in or select which underlying funds or Investments you wish to subscribe to or redeem or change the allocation in respect of such fund or Investment. You agree and authorise us to add to, substitute, replace and/or invest in such other funds or Investments and to rebalance the portfolio, including adjusting the allocations in the underlying funds or Investments, as we may deem fit in our sole and absolute discretion from time to time.

4.3 For the avoidance of doubt, we may rebalance your portfolio and readjust the allocation of your assets in the underlying funds or Investments at our sole and absolute discretion. You are not required to instruct us, confirm or cancel any rebalancing.

5. WITHDRAWALS

5.1 You may withdraw or exit your investments with us at any time in accordance with such procedures as we may implement via the Platform from time to time, including by raising a withdrawal request. When you make a withdrawal request, you will be able to indicate the amount you wish to withdraw (“Withdrawal Sum“). The Withdrawal Sum must be equal to or less than the Available Withdrawal Amount when you raise the withdrawal request and at least S$1.00 or above.

5.2 Where you raise a withdrawal request, you authorise us to redeem, sell or liquidate your underlying Investments of your AutoInvest plan to raise the Withdrawal Sum, subject to Clause 5.3 of this Schedule. For the avoidance of doubt, the exact amount or units of the underlying Investments which shall be redeemed, sold or liquidated shall be determined in our sole and absolute discretion based on the market price in order to provide you with the Withdrawal Sum.

5.3 Where the Withdrawal Sum is 90% or more of the Available Withdrawal Amount or if following the withdrawal, the Available Withdrawal Amount will be less than S$1.00, estimated based on the last available market price from the date the withdrawal request is made, a full withdrawal will be triggered such that we will redeem, sell or liquidate all your underlying Investments and withdraw 100% of your AutoInvest plan. For such full withdrawal, you authorise us to redeem, sell or liquidate all your underlying Investments in your AutoInvest plan at the next available market price after the redemption orders are sent to the Intermediaries. As the market price will only be published after we place orders to redeem, sell or liquidate all your underlying Investments, you agree that the final amount you may receive from the proceeds of such redemption, sale or liquidation may be more or less than the Available Withdrawal Amount, as indicated when you make the withdrawal request or otherwise. You agree, acknowledge and understand that under no circumstances shall we be liable to you should the proceeds received be less than the Available Withdrawal Amount, as indicated when you make the withdrawal request or otherwise.

5.4 You may cancel a withdrawal request where the status of this request is indicated on the Platform as “In Queue”. Such cancellation request must be made in accordance with such method as prescribed on the Platform and shall be effective once accepted by us or at such other time as we may indicated. Barring the foregoing, no cancellation may be made. For the avoidance of doubt, when the status of the withdrawal request has changed and is no longer “In Queue”, you can no longer cancel such withdrawal request and such withdrawal request shall be irrevocable.

5.5 Once we receive proceeds of the sale of your underlying Investments, the proceeds of such sale will be credited into your GrabPay Wallet. You agree and acknowledge that transfer to your GrabPay Wallet is the only means through which you can receive your proceeds from withdrawal of your investments in AutoInvest.

5.6 As GrabPay Wallet is a wallet holding electronic moneys that is subject to regulatory requirements, GrabPay Wallet has currently set a maximum spending limit per calendar year and a maximum load limit as set out in the GrabPay Terms of Service: Payment and Rewards (see https://www.grab.com/sg/terms-policies/payment-rewards/ for more information on such limits). You agree and understand that because the withdrawal of proceeds of your AutoInvest will only be credited to your GrabPay Wallet, such withdrawal will be subject to the thresholds and limits of the GrabPay Wallet, including but not limited to withdrawals being subject to the applicable maximum load limit and not being able to spend or utilise the amounts in the GrabPay Wallet until the next calendar year where the applicable maximum spending limit per calendar year has been exceeded, and such other conditions as may be required under Applicable Laws or imposed by the issuer or GrabPay Wallet from time to time.