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Nature of Relationship and Services
Unless expressly stated otherwise in a signed mandate, we provide
non‑discretionary investment advisory services. We will make
recommendations or provide information, but you (or your authorised adviser) remain
responsible for giving dealing instructions and for the final decision to invest,
hold or divest. These Terms apply to all advisory services, communications and
transactions connected with your account.
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Regulatory and Legal Framework
Sunnov operates under the laws of Singapore, including (where applicable) the
Securities and Futures Act 2001 and regulations and notices issued by the
Monetary Authority of Singapore (MAS). Nothing in these Terms
overrides any duty we owe you under applicable Singapore law or regulation.
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Client Onboarding, KYC and Ongoing Review
You agree to provide complete, accurate and up‑to‑date information and documents
requested for client due diligence, anti‑money‑laundering and counter‑terrorism
financing purposes. We may conduct electronic checks, sanctions and politically
exposed person screening and other verification as required by MAS notices and
Singapore legislation. We may decline, suspend or terminate the relationship if
information is incomplete, inaccurate, not updated, or otherwise unsatisfactory for
regulatory purposes.
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Client Representations, Warranties and Indemnity
- Capacity and Authority. You confirm that you have full legal
capacity and authority to enter into and perform your obligations under these
Terms and that, where you act on behalf of another person or an entity, you are
properly authorised to do so.
- Financial Sophistication and Ability to Bear Loss. You
acknowledge that the investment strategies which may be discussed or
implemented can involve a high degree of risk, including the possibility of a
total loss of capital, and that you are able to bear such risks.
- Regulatory Compliance. You will comply with all laws and
regulations that apply to you, including tax, exchange‑control and sanctions
laws in all relevant jurisdictions, and will promptly provide any declarations
or forms (including FATCA/CRS forms) that may be required.
- Accuracy of Information. All information and documents you
provide are, to the best of your knowledge, true, complete and not misleading.
You will promptly notify us if any information becomes inaccurate or materially
changes.
- Security and Instructions. You are responsible for protecting
all login details, passwords and other security credentials and for verifying
the accuracy of all instructions given in your name.
- Indemnity. To the extent permitted by Singapore law, you agree
to indemnify and hold Sunnov harmless against losses, claims, costs and
liabilities arising from your breach of these Terms, your misrepresentation or
the enforcement of our rights under these Terms, except to the extent directly
caused by our fraud, wilful default or gross negligence.
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Instructions and Communications
We may rely on instructions which reasonably appear to originate from you or any
person you have authorised, including via email, electronic platforms or recorded
telephone lines. We may (but are not obliged to) seek confirmation where an
instruction is ambiguous or unusual. Communications may be recorded and retained in
accordance with Singapore regulatory requirements and our internal policies.
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Fees, Commissions and Other Charges
- Advisory and Mandate Fees. Advisory, mandate and (where
applicable) performance fees will be set out in a separate fee schedule, mandate
letter or product factsheet agreed with you from time to time.
- Transaction‑Based Charges. Brokerage, dealing commissions and
similar transaction fees may apply to each order at the rates notified to you
or your adviser (for example, expressed as a percentage of the consideration or
as a fixed amount per transaction).
- Ancillary Costs. Custody fees, bank charges, foreign‑exchange
costs, taxes, duties, exchange or clearing fees and other statutory or
third‑party levies are for your account.
- Payment and Deduction. Unless prohibited by law, we and our
appointed service providers may deduct any unpaid fees, charges or expenses
from cash or other assets held for you, or invoice you for payment within the
time period specified.
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Execution, Custody and Third‑Party Service Providers
Execution, settlement, custody and administration services may be provided by
third‑party brokers, banks, custodians or platforms selected with due care.
Sunnov may not hold client money or assets directly. Your rights and obligations in
relation to such third parties will be governed by the separate agreements or terms
issued by them. We are not liable for any act or omission of such third parties
except where required by Singapore law.
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Conflicts of Interest and Benefits
We maintain policies and procedures to identify, manage and, where relevant,
disclose conflicts of interest in accordance with MAS requirements. We may receive
minor non‑monetary benefits (such as research or market data) from third parties
where permitted by regulation and where they are designed to enhance the quality of
service provided to you. These benefits will not impair our duty to act honestly,
fairly and in your best interests.
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Risk Disclosure
- All investments involve risk. Prices of financial instruments may move
unfavourably due to market, credit, interest‑rate, liquidity, currency,
political or other factors, and you may lose part or all of the capital
invested.
- Past performance, back‑tested results and target returns are not reliable
indicators of future performance.
- Use of leverage, derivatives or concentrated positions can magnify both gains
and losses.
- Unless expressly agreed in writing, we do not continuously monitor your
portfolio and are under no obligation to update previous recommendations.
- No representation, warranty or guarantee is given that any strategy or
recommendation will achieve its objectives or avoid loss.
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Data Protection and Confidentiality
Personal data will be collected, used, disclosed and stored in accordance with the
Personal Data Protection Act 2012 of Singapore, any other applicable data
protection laws and Sunnov’s prevailing privacy notices. We may share your
information with our affiliates, service providers, professional advisers and
relevant authorities in Singapore or overseas for purposes including onboarding,
provision of services, risk management and compliance, subject to appropriate
safeguards. We will take reasonable care to preserve the confidentiality of your
information, except where disclosure is required or permitted by law.
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Limitation of Liability
To the fullest extent permitted by Singapore law, Sunnov is not liable for any loss,
damage, cost or expense suffered by you arising from:
(a) market movements or price fluctuations;
(b) any act or omission of a third‑party service provider chosen with due care;
(c) system failures, interruptions or events beyond our reasonable control; or
(d) your own acts, omissions or instructions.
Nothing in these Terms excludes or limits liability for fraud, wilful default or
gross negligence, or any other liability which cannot lawfully be excluded.
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Amendments to These Terms
We may amend or supplement these Terms from time to time. Material changes will be
notified to you in writing (which may include electronic means) and will take
effect on the date specified in the notice, typically not less than thirty (30)
calendar days after notification unless a shorter period is permitted or required
under Singapore law. Your continued use of our services after the effective date
will constitute acceptance of the revised Terms.
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Termination
Either you or Sunnov may terminate the advisory relationship by written notice at
any time, subject to any notice period stated in the relevant mandate or fee
schedule. We may terminate immediately where required by law or regulation, or in
the event of serious breach, non‑payment, or where continuing the relationship
would expose us to regulatory, legal, reputational or sanctions risk. Termination
does not affect rights and obligations accrued before termination, and you remain
responsible for all outstanding fees, charges and liabilities. Following
termination, assets will be transferred or realised in accordance with your
instructions and applicable law.
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Governing Law and Jurisdiction
These Terms, and any non‑contractual obligations arising out of or in connection
with them, are governed by and construed in accordance with the laws of Singapore.
The courts of Singapore have non‑exclusive jurisdiction to hear any dispute arising
out of or in connection with these Terms and the advisory relationship.
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Entire Agreement and Miscellaneous
These Terms, together with any mandate letter, fee schedule or other written
agreement between you and Sunnov relating to your advisory account, constitute the
entire agreement for our advisory services and supersede any prior understandings
relating to the same subject matter. If any provision is held invalid or
unenforceable, the remaining provisions will continue in full force. No failure or
delay by Sunnov in exercising any right or remedy constitutes a waiver of that
right or remedy. English is the governing language of these Terms.