Keenai is a brand of LC Adroit Vantage Pte. Ltd.
LC Adroit Vantage Pte. Ltd. (“Keenai”, “we”, “us” or “our”) (a technology platform provider incorporated in Singapore) operateshttps://keenaiglobal.com (“Website”) that has a proprietary platform and corresponding mobile application (LC Vantage) through which the online interface known as “Keenai Wealth” and “Keenai Pulse” can be accessed. LC Vantage and Keenai (together, the “Technology Platform”) provide users with a technology interface (“Services”) through which users can connect with financial services providers including the Investment Advisor(s) (defined in section 10.1 below) and associated Broker(s) (defined in section 10.2 below) (collectively, “Service Providers”) for availing the Advisory Services (defined in section 10.1 below) and the Broker Services (defined in section 10.2 below), respectively (collectively, “Third-Party Services”). Please read these terms and conditions of use (“Terms”) carefully prior to using the Technology Platform or Services. For the avoidance of doubt, these Terms do not apply to any browsing, accessing, engaging or transacting by you on any third-party platform or with any third-party service provider, that you may access through the Technology Platform.
Lighthouse Canton Pte. Ltd. (a capital markets services licensee incorporated in Singapore) (“LCPL”) has entered into a service agreement with Keenai which allows for clients of LCPL and its affiliates (“you”, “your” or “yourself”) to access the Technology Platform and Services for personal, informational and non-commercial use. These Terms govern the relationship between you and us with respect to the Technology Platform.
Your use of the Technology Platform and the Services will be governed by these Terms, the Privacy and Cookie Policy that can be accessed via the Technology Platform or athttps://keenaiglobal.com/cookie-policy/ and https://keenaiglobal.com/privacy-policy/ (“Privacy and Cookie Policy”), as may be amended, varied and/or supplemented from time to time.
These Terms and the Privacy and Cookie Policy, along with other applicable policies as may be instituted by us from time to time, are together referred to as the “Agreement”.
By accessing and/or registering with the Website, visiting the Technology Platform or using any Services or features on the Technology Platform, you agree that you have read, understood and accepted these Terms and that you accept and agree to be bound by the Agreement, as may be amended, varied and/or supplemented from time to time.
The electronic acceptance, acknowledgement of the Agreement or continued use of the Technology Platform or Services shall constitute an acceptance of the Agreement. If you do not agree to the Agreement, please do not visit, access, or use the Technology Platform or Services, or create an account. Any failure to comply with the Agreement may constitute a violation of applicable securities law. We reserve the right to suspend, disable or cancel your account at any time and without notice to you if we deem that you have failed to comply with the Agreement.
The Agreement qualifies as an electronic record and will not require any physical, electronic, or digital signature.
You understand and agree that the Technology Platform only provides a technology interface. Users of the Technology Platform are able to access investment-related advice through engaging Investment Advisors and/or engage Brokers to trade stocks, listed securities and exchange-traded funds, mutual funds, hedge funds, etc. (collectively “Instruments”). While you may connect with Service Providers using our Technology Platform, you agree and understand that we are not authorised to and are accordingly not involved in the provision of these Third-Party Services, to any extent whatsoever.
You also understand and agree that we have no oversight or control over any advice procured or any trading undertaken by you using the Third-Party Services through the Technology Platform and we disclaim all responsibility and liability in relation thereto. We do not verify the authenticity of the Third-Party Services provided by the Service Providers. You hereby understand that any and all engagement with the Service Providers is at your own discretion and risk and should be subject to proper due diligence by you.
Should you wish to avail any Third-Party Services, additional terms as relevant to such Third-Party Services will apply to you. For example, any trading undertaken by you using the Third-Party Services will be subject to the order handling and execution policy of the Service Provider.
In future, we may offer other products or services to you (if the law allows us to) on the Technology Platform and any such additional products or services will, in the absence of a separate agreement between you and us, be covered by the Agreement, which may be updated or amended from time to time and notified to you in the manner specified in the section titled “Variation and Amendments” under these Terms.
Prior to using the Technology Platform or Services, you will be required to register and open a user account (“User Account”). Only a legal person (individual or entity) may open a User Account. Each individual or entity shall be entitled to open one User Account only. The User Account belongs exclusively to the user and is not transferable. We may, in our sole and absolute discretion, refuse to open a User Account for an individual or entity and/or ban an individual or entity from opening a User Account.
You shall be required to furnish the necessary know-your-client (KYC) details to us. You agree to provide all information and/or documentation which we may request for in order for us to fulfil our legal, regulatory and contractual obligations, including but not limited to the information for the purposes of identity verification and determination of source of wealth and source of funds. Only upon successful completion of your KYC will you will have access to all functionalities of the Technology Platform and be able to access all Services.
For the purposes of creating the User Account, you need to make certain statements of fact about yourself which we will rely on when making the Technology Platform and Services available to you. We call these “representations and warranties”.
You represent and warrant to us that: (a) you have read and understood all terms of the Agreement applicable to you; (b) you are over 18 years old; (c) you are competent and eligible to enter into legally binding agreements; (d) you have the requisite authority to bind yourself to the Agreement, as determined by applicable law; (e) you will not use or access the Technology Platform if you are not competent to contract under applicable law, or are disqualified from doing so by any applicable law, rule or regulation currently in force; (f) the terms of the Agreement are binding upon you and enforceable against you and do not and will not break the terms of any regulation, order, charge or agreement which are applicable to you; (g) all information which you provide or have provided is true, accurate and not misleading in any material respect; (h) you have not and will not upload or transmit any malicious code on or through the Technology Platform or otherwise use any electronic device, software, algorithm, and/or dealing method or strategy that aims to manipulate any aspect of the Technology Platform; and (i) and you are not a US Person. A US Person means a citizen or lawful permanent resident (including a green card holder) of the United States of America.
Each representation and warranty made by you above will be deemed repeated each time you visit the Technology Platform and avail the Services. If we become aware that any representation and warranty made by you above is or becomes incorrect or untrue in any way, or we have good grounds for believing so, we may restrict your access to the Technology Platform and/or the Services.
By entering into the Agreement, you need to make certain binding promises to us regarding your use of the Technology Platform which we will rely on when we provide you with the Services. We call these “covenants”.
You covenant to us that: (a) you will promptly notify us of any change to the details provided by you to us; (b) you will promptly notify us if a breach of the terms of the Agreement occurs in relation to you; (c) you will provide us with all information which we may reasonably request of you from time to time for the purposes of verifying your identity; (d) you are willing and able, upon request, to provide us with any information we may reasonably require from time to time, including for the purposes of fulfilling our legal / statutory responsibilities; (e) you will meet your obligations to us under these Terms and you will follow all laws and regulations which are applicable to you in relation to the use of the Services; and (f) and you will access and use the Technology Platform in accordance with the Agreement.
If we become aware of your non-compliance with any of the above covenants, or we have good grounds for believing so, we may restrict your access to the Technology Platform and/or the Services.
The Technology Platform and Services are provided for your own personal and non-commercial use. Any and all use of the Technology Platform and/or the Services is subject to the Agreement.
You are responsible for ensuring that all persons employed or authorised by you who access the Technology Platform are aware of the terms of the Agreement, and other applicable terms and conditions, and that they comply with them to the fullest extent. Any breach of the Agreement by any person employed or authorised by you shall be deemed to be a breach by you.
Each time you access the Technology Platform, you shall enter your unique username and password (or such other security measure, including two-factor authentication and new device authorisation processes, as we may from time to time implement). You shall keep the User Account login credentials, and other information that may be necessary for accessing the User Account, confidential and secure at all times. Any breach of security, loss, theft or unauthorised use of the User Account, email address, password, security information or login credentials must be notified to us immediately. We assume no responsibility for any loss that you may sustain due to compromise of User Account login credentials (even where you may not be aware of such unauthorised access).
We may limit the availability of the Technology Platform to certain geographic areas at any time, without any prior notice or consent. If you choose to access the Technology Platform from outside the geographic areas where we make it available, you do so at your own risk and you may be in breach of the terms of the Agreement and/or applicable law. Further, the user experience may vary and some or all features may not be available.
Subject to compliance with the Agreement, we grant you a non-exclusive, non-transferable, non-sub-licensable, revocable and limited right to access and use the Technology Platform and the Services. You agree to use the Technology Platform only: (a) for purposes that are permitted by the Terms; and (b) in accordance with the Agreement, applicable law, regulation or generally accepted practices or guidelines. You agree not to engage in activities that may adversely affect the use of the Technology Platform by other users.
You agree not to access (or attempt to access) the Technology Platform by any means other than through the interface that is provided by us. You shall not use any deep-link, robot, spider or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Technology Platform, or in any way reproduce or circumvent the navigational structure or presentation of the Technology Platform to obtain or attempt to obtain any materials, documents or information through any means not specifically made available through the Technology Platform.
Further, you undertake not to upload, transmit, store, or update any information on the Technology Platform that:
belongs to another person and to which you do not have any right;
is defamatory, obscene, pornographic, paedophilic, invasive of another’s privacy, including bodily privacy, insulting or harassing on the basis of gender, libellous, racially or ethnically objectionable, relating or encouraging money laundering or gambling, or otherwise inconsistent with or contrary to applicable laws;
is harmful to a child;
infringes any patent, trademark, copyright, or other proprietary rights;
violates any law for the time being in force;
deceives or misleads the addressee about the origin of the message or knowingly and intentionally communicates any information which is patently false or misleading in nature but may reasonably be perceived as a fact;
impersonates another person;
contains software virus or any other computer code, file or program designed to interrupt, destroy, or limit the functionality of any computer resource;
is patently false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain or to cause any injury to any person;
disrupt or interfere with the security of, or otherwise cause harm to, the Technology Platform, systems resources, accounts, passwords, servers, or networks connected to or accessible through the Technology Platform or any affiliated or linked sites; or
xi. violates the terms of the Agreement.
In relation to the Technology Platform and/or Services, you must not:
use the Technology Platform and/or Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with the Agreement, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into any part of the Technology Platform and/or Services;
infringe the Technology Platform IP (as defined below) or the intellectual property rights of any third-party in relation to its use of the Technology Platform and/or Services;
use the Technology Platform in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;
interfere or disrupt the operation of the Technology Platform and/or Services or the servers or networks used to make the Technology Platform and/or Services available, including by hacking or defacing any portion of the Technology Platform and/or Services, or violate any requirement, procedure or policy of such servers or networks;
restrict or inhibit any other person from using the Technology Platform and/or Services or any part thereof;
reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or use any of) the Technology Platform and/or Services except as expressly authorised herein, without our express prior written consent;
reverse engineer, decompile or disassemble any portion of the Technology Platform and/or Services;
modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information obtained from the Technology Platform;
frame or mirror any portion of the Technology Platform and/or Services, or otherwise incorporate any portion of the Technology Platform/or Services into any frame or service, without our express prior written consent;
systematically download and store any part of the Technology Platform and/or Services in a manner not expressly permitted in writing by us;
xi. use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape”, “data mine” or otherwise gather digital content, or reproduce or circumvent the navigational structure or presentation of the Technology Platform and/or Services without our express prior written consent; or
xii. attempt to decipher any transmissions to or from the servers running any service.
You shall be fully responsible for all information and activity conducted under your User Account, whether conducted by you or your authorised representative. In particular, you shall, if you are an entity user, be responsible for the use of your User Account by your employees, sub-contractors, agents or other authorised persons. We may require you to produce evidence that you are authorised to act on behalf of the entity user and you must provide us with any information we reasonably request for this purpose.
If you need to communicate with us, or if we need to communicate with you, in relation to any matters arising out of or in connection with the Agreement, we will do so via the messaging functionality on the Technology Platform. We may also communicate with you via text message or email so you should regularly check your text messages and email account.
Any communication sent to you by us is intended to be received by you only. You are therefore responsible for keeping any information we send to you private and confidential.
Any communication sent to you by us will be deemed effective if: sent via the messaging functionality on the Technology Platform, as soon as it has been posted by us; or sent via email, immediately after we have sent it to the last email address notified by you to us.
It is your responsibility to ensure you have read all and any communication we may send you from time to time, via any of our communication means.
If, at any time, you are unable, for whatever reason, to communicate with us via email or the messaging functionality in the Technology Platform we will not be responsible for any loss or damage you suffer resulting from your inability to communicate with us.
Your consents, approvals, acceptances and other statements given using the Technology Platform will have the same legal validity as your signature on a written document. Any instructions to us to perform operations and other actions submitted/executed from you through the Technology Platform will be treated as submitted/executed by you and valid as actions performed by you.
You should keep your details up to date at all times and promptly inform us of any changes. If we notice any inaccuracy in the information provided, we will seek your confirmation and will update our records accordingly. To meet our legal and regulatory requirements we might sometimes need to ask for more information about you. You need to provide this information promptly so that there is no disruption to our Services.
The Technology Platform is available only if you qualify to be an “Accredited Investor” as set out by the Monetary Authority of Singapore (MAS) under the Securities and Futures Act 2001 of Singapore and have opted in to be treated as an Accredited Investor.
The Technology Platform connects and redirects you to Third-Party Services provided by Service Providers, which also includes investment advisory services (“Advisory Services”). Such Advisory Services are provided by third-party Service Providers, which includes LCPL (“Investment Advisors”).
The Technology Platform allows you to engage with Investment Advisors. However, we are not, and shall not be, directly or indirectly, a party to any transaction conducted through the Technology Platform or pursuant to your use of the Advisory Services, and we will not assume any responsibility for, or otherwise guarantee, any transaction effected by you through your use of the Advisory Services with any counterparty. We will also not assume any liability for the content of any message or other information posted by the Investment Advisors.
Your use of the Advisory Services is subject to the terms of the agreement between you and the Investment Advisor, to our total exclusion. Any Advisory Services that you use shall be at your own risk. We will not be liable for any breach by an Investment Advisor of any agreements and/or transactions thereunder with you, including any failure by the Investment Advisor to comply with any regulatory obligations applicable thereto.
We allow you to access services provided by third party broker-dealers (“Brokers”) on the Technology Platform. While availing the Advisory Services from the Investment Advisor, you may also avail the services of the associated Broker (“Broker Services”).
In the course of availing the Advisory Services, you may authorise the Investment Advisor to specifically inaugurate and open a trading account with the associated Broker. The Investment Advisor will engage a Broker in accordance with the terms agreed upon between them inter se. All details of your trading account will be provided to you by the Investment Advisor either through the Technology Platform or by direct communication between you and the Investment Advisor. The name of the Broker with which your securities and cash will be held pursuant to the Third-Party Services will be specifically disclosed in your applicable transaction statement and advice. All transactions undertaken using the Broker Services (whether in relation to listed equities, listed derivatives or otherwise) will be consummated with the Broker serving as the designated executing Broker. These Brokers will facilitate transaction execution, clearing, settlement, and safe custody services. This encompasses services where the authorised Broker is entrusted with the safekeeping of Instruments related to these transactions.
We are not, and shall not be, directly or indirectly, a party to any transaction conducted through the Technology Platform or pursuant to your use of the Broker Services, and will not assume any responsibility for, or otherwise guarantee, any transaction effected by you through your use of the Broker Services with any counterparty. We will also not assume any liability for the content of any message or other information posted by the Brokers.
Your use of the Broker Services is subject to the terms of the agreement between you and the Broker (if any), to our total exclusion. We will not be liable for any breach by a Broker of any agreements and/or understandings with you, including any failure by the Broker to comply with any regulatory obligations applicable thereto.
Pricing of Instruments. We are not responsible for any movements in the underlying market or exchange between the time that your order has been transmitted to the Broker for execution and the time that your order is executed by the Broker or for any difference between the quote for the relevant Instrument displayed via the Technology Platform and the eventual execution price that the Broker is able to obtain at the point the Broker executes your order in the underlying market. While we will do as much as reasonably possible to make sure your order is transmitted without delay to the Broker for execution, we are not responsible for the speed and/or timing of such order execution by the Broker. We are not responsible for any losses you suffer if the price at which your order is executed by the Broker is incorrect, not the same as the quote displayed for the relevant Instrument via the Technology Platform, not the best available price in the underlying market or is subject to any delay other than as a result of our fraud or gross negligence.
Quotes. We will display the latest market price to buy and sell for each Instrument available via the Technology Platform (“quote”). Each quote is displayed via the Technology Platform as we receive it from third-party providers during market hours. “Market hours” means the time we are prepared to provide quotes for Instruments on the Technology Platform and transmit any orders you submit via the Technology Platform to the Broker for execution. All quotes provided via the Technology Platform are indicative and provided for information purposes only and do not constitute an offer to buy or sell any Instrument at a particular quote or at all. The final terms of any transaction arising from your order may be different from the quote.
Receipt and Transmission of Orders. All orders will be transmitted to the Broker for execution. You can submit an order in respect of any Instrument which is shown via the Technology Platform at any time during market hours. If you submit an order outside of market hours, your order may not be executed based on the quote displayed via the Technology Platform if the underlying market or exchange is not trading at the specified price once market hours commence but we will continue to transmit your order to the Broker for execution despite these movements. We call this an “out-of-hours order”. You can submit a request to cancel your out-of-hours order at any time before the opening of the relevant underlying market or exchange. However, we cannot guarantee that we will be able to action your request for cancellation once submitted. You must act on your own behalf and for your own account in relation to all orders submitted by you via the Technology Platform and you cannot submit orders on behalf of any other person. When you submit an order via the Technology Platform, you will either be required to input the cash value (in US Dollar) of the Instrument which you wish to buy or sell, or the specific number of Instruments that you wish to buy or sell which, for certain Instruments that are shares, may result in you buying or selling fractional components of such shares. With respect to out-of-hours orders in Instruments which are fractional shares, we will only accept cash-based orders submitted via the Technology Platform. You must ensure that the terms of your order are accurate and complete before you submit your order via the Technology Platform. We will not verify the accuracy of your order and we may assume that your order, as received by us, is accurate and complete before it is transmitted to the Broker for execution. Any order you submit via the Technology Platform will not be effective until it is actually received and accepted by us. Any such order once received by us cannot be cancelled or changed without our consent. We cannot guarantee that any order we confirm as having been received by us via the Technology Platform will be transmitted or that your order has been executed by the Broker. A valid order will not be a binding transaction until that order is accepted and executed by the Broker and confirmed by us via the Technology Platform. We are not responsible for any losses you suffer as a result of us transmitting your order to the Broker as we have received it other than as a result of our fraud or gross negligence.
Refusal of Orders. We may refuse to accept or transmit your order to the Broker for execution in the following circumstances: the quote displayed via the Technology Platform for the relevant Instrument is no longer valid or is subject to delay; we have good reason to believe that you are submitting an order via the Technology Platform in order to commit market abuse; the transaction arising from your order would be in breach of the Agreement; an insolvency event has occurred in relation to you; an insolvency event has occurred in relation to the Instrument to which your order or transaction relates; a corporate action has occurred in relation to the Instrument to which your order or transaction relates; your order does not meet the minimum investment amount; you die or become incapacitated (or we have good reason to believe that you have done so); an exceptional event or a market disruption event has occurred; your order and/or transaction arising from your order is subject to manifest error; notice has been given to close your User Account, but in that case you will be allowed to submit orders via the Technology Platform in order to close any open positions (without creating any new open positions) and to execute orders in place prior to notice of closure being given. If, after we have accepted your order, we become aware that any of the circumstances as set out above were in existence on or before we accepted your order, we can take any of the following action: void the order (and/or any resulting transaction) as if it had never been accepted; or allow the order (and/or any resulting transaction) to remain in place. We will not be responsible for any losses you suffer resulting from our refusal to accept your instruction or order and/or transmit your order to the Broker for execution other than as a result of our fraud or gross negligence. We will do as much as reasonably possible to tell you beforehand if we take any of the action mentioned above but if this is not practicable to do so we will tell you as soon as reasonably possible afterwards. Any action we take under this section will not affect any other right of action we have under the Agreement or under applicable law.
Transmittal and Execution of Orders. Once we have transmitted your order to the Broker for execution, we cannot control when and how the Broker will execute your order. The Broker is subject to certain rules and regulations relating to how it executes your order or transmits it onwards for execution. The Broker may execute your order outside of a regulated market, multilateral trading facility or organised trading facility and you consent to the execution of your order in such circumstances.
Trade Summary, Contract Notes and Account Statements. Following the execution of your order by the Broker, we will provide a trade summary that can be seen on the Technology Platform. The Broker will confirm the transaction arising from your order no later than one (1) business day following the execution by posting a confirmation. We call this a “contract note”. However, the validity of the transaction will not be affected if we do not provide the trade summary or the Broker does not post the contract note via the Technology Platform within this period of time or at all. The Broker will provide a statement relating to your open positions, orders and transactions and other trading account activity via the Technology Platform on the first day of each month for the previous month’s activity. We call this an “account statement”. You can generate monthly statements relating to your trading account with the associated Broker at any time via the Technology Platform. These statements will record transaction activity, profit and loss statements, open positions and the cash balance of your trading account with the associated Broker. The provision of contract notes and account statements via the Technology Platform, and your ability to generate statements on a monthly basis, will be deemed delivery of such documents. The Broker can withdraw or amend any such documents at any time. The Broker does not have to provide contract notes or account statements to you in hard copy. You should review all contract notes and account statements provided by the Broker to check that they are accurate and correct. If you believe that any contract note and/or account statement you receive is incorrect, (for example, it refers to an order which you have not submitted via the Technology Platform), you must inform us and the Broker immediately. Contract notes and account statements (unless they are subject to manifest error) will be deemed conclusive of your orders and transactions and will apply to you unless you object in writing via the messaging functionality in the Technology Platform within five (5) business days of: the provision of the contract note and/or account statement via the Technology Platform; or if we notify you of any clear and obvious error in the contract note and/or account statement.
Misquotes and other Errors. The quotes displayed via the Technology Platform may be subject to errors, omissions or misquotes by us or any third-party service provider, which are clearly obvious when taking into account market conditions which existed at the time you submitted your order via the Technology Platform. We call this a “manifest error”. If a transaction is based on or contains a manifest error (regardless of whether you gain from the error), or we have good grounds for believing so, we can take any of the following action: void the order (and/or any resulting transaction) as if it had never been accepted; allow the order (and/or any resulting transaction) to remain in place. In determining whether a transaction is based on or contained a manifest error, we will consider any relevant information including the state of the market at the time of the error or any error in, or lack of clarity of, the market data we receive from the any third-party service providers upon which we based our quote. If you believe that a transaction is based on a manifest error then you must tell us immediately. We are not responsible to you for any losses you suffer as a result of a transaction based on a manifest error other than as a result of our fraud or gross negligence. The Technology Platform, the Services and any information we provide to you, are provided “as is” and “as available”, and we cannot guarantee that they will be without interruption, error-free, or will meet your individual requirements, or are compatible with your hardware or software, other than as set out herein.
Market Disruption. There may be times when certain market events disrupt your ability to transmit your orders to the Broker via the Technology Platform or for the Broker to execute your order. We call these events “market disruption events”. A market disruption event includes any of the following: the Instrument you own or the underlying market on which the Instrument trades is the target of a takeover offer or a merger offer or an insolvency event occurs in relation to the issuer of such Instrument; trading of the Instrument is suspended or limited for any reason whatsoever including, but not limited to, movements in the price of the Instrument which exceed the limits set by the relevant underlying market or exchange, or trading in the Instrument is restricted by the addition of special or unusual terms by the relevant underlying market or exchange; a transaction you have entered into in relation to any Instrument via the Technology Platform is cancelled or suspended by the relevant underlying market or exchange; an unusual movement in the level of, or an unusual loss of liquidity in respect of, the Instrument; and/or any other event which we have good grounds to believe has led to a market disruption event in respect of the Instrument. If a market disruption event has occurred, or if we have good grounds for believing so, we can take any of the following action: suspend, limit or restrict the availability of orders in Instruments that you may submit via the Technology Platform; treat any or all orders whether submitted or pending as having been cancelled; suspend or change the application of the Agreement if an exceptional event makes it impossible or impracticable for us to meet our obligations under the Agreement; remove or temporarily suspend any Instruments shown on the Technology Platform; and/or take any other action as we consider necessary or appropriate. We will not be responsible for any losses you suffer as a result of any actions we take or fail to take if a market disruption event occurs and during any period from the moment of its occurrence.
Exceptional Events. Whilst we will do as much as reasonably possible to make sure that the Technology Platform is not interrupted and is available on a continuous basis, there may be unusual or emergency market conditions beyond our reasonable control which may prevent us from meeting our obligations under the Agreement. We call these “exceptional events”. An exceptional event includes any of the following: any act, event or occurrence (including any flood, fire, accidents, riot or civil commotion, natural disaster, epidemic, pandemic or public health emergency, act of terrorism, war, hostility, industrial action, acts and regulations of any governmental or supra national bodies or authorities, failure or malfunction of telecommunications, power systems, electronic or computer services, networks, platforms and systems, virus or other ransomware attacks) that prevents us from performing or otherwise delaying our performance of any or all of our obligations under the Agreement; the suspension or closure of any underlying market or exchange or the failure of any event on which we base, or to which we in any way relate, our quote; any breakdown or failure of transmission, communication or computer facilities, interruption of power supply, or electronic or communications equipment failure; the failure of the Broker for any reason to perform its obligations; the failure of any exchange for any reason to perform its obligations; and/or the nationalisation of any underlying market or exchange on which an Instrument trades by a government. If an exceptional event has occurred, or if we have good grounds for believing so, we can take any of the following action: suspend, limit or restrict the availability of orders in Instruments that you may submit via the Technology Platform; treat any or all orders whether submitted or pending as having been cancelled; suspend or change the application of the Agreement if an exceptional event makes it impossible or impracticable for us to meet our obligations under the Agreement; remove or temporarily suspend any Instruments shown on the Technology Platform; and/or take any other action as we consider necessary or appropriate. We will not be responsible for any losses you suffer if an exceptional event occurs and during any period from the moment of its occurrence.
Breach Events. If you fail to meet one or more of your obligations to us under the Agreement, we call this a “breach event”. A breach event includes any of the following: you have breached any term of the Agreement in a serious or persistent way and you have not remedied the breach within a reasonable time of us asking you to; we have reasonable grounds to believe that you are behaving fraudulently or otherwise criminally; you have not given us any information we need, or we have reasonable grounds to believe that the information you have provided is incorrect or not true; an insolvency event occurs in relation to you; we have information that your use of the Technology Platform is harmful to us or our software, systems or hardware; any representation or warranty given by you under the Agreement is, or becomes, untrue in any way; we are required to do so under any law, regulation, court order or ombudsman’s instructions; and/or any other circumstances where we reasonably determine that it is necessary to take any action. If a breach event occurs, or if we have reasonable grounds for believing so, we can take any of the following action: refuse to transmit any orders; suspend your User Account; and/or close your User Account with immediate effect. If an insolvency event occurs in relation to you, we will be deemed to have taken action under this section immediately before the insolvency event occurred.
Suspension of the Technology Platform. In addition to any other actions we may take under the Agreement, we can suspend access to your User Account immediately if: we have good reason to believe that a breach event has occurred in relation to you or where we need to investigate circumstances with a view to confirming this; and/or we are unable to provide access to the Technology Platform due to any defect in or failure of any network, communication or computer systems owned or operated by us or any third parties. Any suspension of access to your investment account will not affect any of your or our obligations that may have already been incurred prior to the suspension. We will not be responsible for any losses you suffer if we suspend access to your investment account other than as a result of our fraud or gross negligence.
You hereby acknowledge and agree that all rights, title and interest (including but not limited to intellectual property rights, proprietary rights and related priority rights anywhere in the world) in and to the Technology Platform and the Services (including the underlying software and any software, which includes any modifications or derivative works associated thereto), and all the trademarks, copyrights, business and internet domains, names and logos, processes, know-how, trade secrets, goodwill, data, documents and any other materials and confidential information created or provided by us or obtained from us and the intellectual property therein (“the Technology Platform IP”) belongs exclusively to us, is licensed to us and/or is used with permission from a third-party owner.
You shall not reproduce, access the Technology Platform IP in source code form, modify, reverse engineer, decompile, disassemble, adapt, distribute, publish, translate, alter, display, upload, broadcast, transmit or hyperlink the Technology Platform IP in any manner and in any form. You shall not challenge the validity or our ownership of or right to the Technology Platform IP. Except for the limited rights granted to you under these Terms, you shall have no other rights, title, or interest in or to the Technology Platform IP and/or its Services.
We make no warranties or representations whatsoever in relation to the Technology Platform IP and/or our Services. We are not liable for any damages, loss, expenses, or costs in the event that the Technology Platform IP or any part of it (or the Services) infringes or is alleged to infringe the rights of any third-party. We will have control of all proceedings in any court of law or tribunal in respect of any infringement of the Technology Platform IP.
If any the Technology Platform IP is held by a court of competent jurisdiction to constitute an infringement of a third-party’s intellectual property rights, we reserve the right, at our sole discretion to:
procure for you the right to continue use of the Technology Platform and/or Services;
provide a modification to the Technology Platform and/or the Services so that its use becomes non-infringing;
replace the Technology Platform and/or Services with software that is similar in functionality and performance; or
if none of the foregoing alternatives is commercially reasonable, terminate this Agreement.
The foregoing is your sole remedy and our sole obligation with respect to intellectual property infringement claims.
You agree to indemnify, defend and hold us and each of our officers, directors, consultants, agents and employees (“Indemnitees”) harmless from and against any and all losses, liabilities, claims, damages, demands, costs and expenses (including legal fees, and disbursements in connection therewith and interest chargeable thereon) asserted against or incurred by the Indemnitees that arise out of, result from, or may be payable by virtue of, any breach or non-performance of any representation, warranty, covenant or agreement made or obligation to be performed by you pursuant to these Terms and/or the Agreement and/or from your failure to disclose any relevant details or provide us with all information requested by us. Further, you agree to hold the Indemnitees harmless against any claims made by any third-party due to, or arising out of, or in connection with, your use of the Technology Platform and/or Services, any misrepresentation with respect to the data or information provided by you, your violation of the Terms, and/or the Agreement, your violation of applicable laws, or your violation of any rights of another, including any intellectual property rights.
In no event shall the Indemnitees be liable to you or any third-party for any special, incidental, indirect, consequential or punitive damages whatsoever and/or any loss of profits, loss of opportunity or loss of use, arising out of or in connection with your use of or access to the Technology Platform and/or Services or content on the Technology Platform and/or Services, regardless of whether such damages or loss could have been foreseen or prevented.
We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
use of, or inability to use, the Technology Platform and/or Services, or any part thereof; or
use of or reliance on any content or information on the Technology Platform and/or Services.
Notwithstanding anything to the contrary in these Terms, and to the maximum extent permitted under applicable law, we shall not be liable to you for any damages, claims (including third-party claims), losses, demands, actions, cause of action, suits, litigation, costs and expenses (including, without limitation, attorney’s and consultant’s fees) suffered by you in relation to your use of the Technology Platform and/or Services. In any event, our maximum aggregate liability shall not exceed the amount equal to USD 1,000. The limitations and exclusions in this Section apply to the maximum extent permitted by applicable laws.
You expressly understand and agree that, to the maximum extent permitted by applicable law:
The Technology Platform and/or Services are provided by us on an “as is” basis without any representations, warranties, declarations or guarantees of any kind, whether express, implied or statutory, including without limitation any warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement or quiet enjoyment. No advice or information, whether oral or written, obtained by you from us shall create any warranty.
We have endeavoured to ensure that all the information on the Technology Platform is correct, but we neither warrant nor make any representations regarding the quality, accuracy or completeness of any data, information regarding the Technology Platform and/or Services or otherwise.
We shall not be responsible for the delay or inability to use the Technology Platform and/or Services or related functionalities, the provision of or failure to provide functionalities, or for any information, software, functionalities and related graphics obtained through the Technology Platform, or otherwise arising out of the use of the Technology Platform, whether based on contract, tort, negligence, strict liability or otherwise.
We shall not be held responsible for any delay or non-availability of the Technology Platform and/or Services during periodic maintenance operations or any unplanned suspension of access to the Technology Platform and/or Services that may occur due to technical reasons or any Force Majeure Event.
We do not warrant that the functions contained in the Technology Platform and/or Services will meet your requirements or be available, timely, secure, uninterrupted or error-free, and we will not be liable for any losses resulting from Service interruptions, including but not limited to system failures or other interruptions (whether or not they result from any Force Majeure Event).
We shall not be liable for any loss, damage or liability that you incur due to any corruption, loss or deletion of your data or information, by way of use of the Technology Platform and/or Services.
We will not be liable for any direct, indirect or ancillary loss, damage, liability that you may incur as a consequence of your use of the Technology Platform and/or Services, (whether or not they result from any Force Majeure Event).
Without prejudice to the other terms set out hereunder, we disclaim all liability for any risk, loss or damage (of any nature whatsoever) in relation to Third-Party Services and shall not be held liable or responsible, to any extent whatsoever, for your use of Third-Party Services, or any actions / omissions of, or any information / recommendation provided by, the Service Providers.
You agree that any violation by you of these Terms will constitute an unlawful and unfair business practice, and may cause irreparable harm to us, for which monetary damages would be inadequate, and you consent to us obtaining any injunctive or equitable relief that we deem necessary or appropriate in such circumstances. These remedies are in addition to any other remedies that we may have at law or in equity.
The Terms will continue to apply until terminated by either you or us as set forth below. If you object to the Terms or are dissatisfied with the Technology Platform and/or Services, your only recourse is to stop accessing the Technology Platform and/or Services.
We may terminate, suspend or restrict, wholly or partially, your access to your User Account, the Website, the Technology Platform or the Services and to cease acting on your instructions if:
there is reasonable suspicion that the security of the User Account is compromised or where there is unusual activity in the User Account;
we reasonably suspect or discover that the User Account is used for illegal, fraudulent or unauthorised uses, including where we suspect or discover that either the user or the transaction involves money laundering, terrorist financing, fraud, or any other type of financial crime, or relates to a prohibited use or a prohibited business;
we are required to do so by applicable law or any regulatory or law enforcement agencies, or where the User Account is subject to any pending litigation, investigation, or government proceeding;
we believe or have probable cause to believe, in our sole and absolute discretion, that you have infringed, breached, violated, abused, or unethically manipulated or exploited any term of the Agreement or anyway otherwise acted unethically; or
the User Account has been inactive for more than 180 (one hundred and eighty) days.
If you or we terminate your use of the Technology Platform and/or Services, we may delete any information relating to you and we shall have no liability to you or any third-party for doing so other than as stipulated under applicable laws.
You shall be liable to pay any fees or charges as may be applicable in respect of the Services or which are due for past transactions made on the Technology Platform until the date of termination by either party.
Notwithstanding termination, this section will survive indefinitely unless and until we choose to terminate them. However, in such cases as well, any obligations you may have incurred prior to such termination will continue to survive.
We reserve the right to modify or discontinue the Website, the Technology Platform or any Services, and we will not be liable to you or to any third-party for any losses arising from the termination, suspension or restriction of a User Account or access to the Website, Technology Platform and/or any of the Services in accordance with these Terms.
By entering into the Agreement, you give us permission to disclose to other entities within our group or any service provider engaged by us (for purposes of maintenance of the Technology Platform or other professional services), the following information: the fact that you are our client; the Services we provide to you; operations performed or being performed by us on your behalf and information provided by you to us for availing the Services; your obligations to us.
The above information would be disclosed in case it is necessary for the performance of financial accounting, audit, risk assessment, legal or statutory obligations or when we use common information systems or technical equipment (servers), or when it is necessary for the provision of Services. We may also disclose necessary information about you or the User Account to any regulatory body in any applicable jurisdiction, and any such disclosure shall not be treated as a breach of any restriction upon the disclosure of information imposed on us by law or otherwise.
All of the above we call a “client secret”, which we have to protect as required by the applicable law / regulations.
You also understand that we may provide you with confidential information that we may consider essential for your conduct on the Technology Platform and/or use of Services. You agree to safeguard this confidential information provided by us and take all reasonable precautions to prevent any unauthorised disclosure of confidential information to the public and third-parties, and fully comply with all applicable laws including data protection laws.
You agree to use the confidential information exclusively for the purposes of these Terms and shall not make it available to any third-party, except as otherwise provided herein.
We shall manage and protect personal data in accordance with the applicable law / regulations, including the Personal Data Protection Act 2012 of Singapore and our Privacy and Cookie Policy.
If you have a complaint related to the Technology Platform, in the first instance you should contact us via the Technology Platform chat function.
If you prefer, you can make your complaint using this form or you can email us at feedback@keenaiglobal.com. You will need to tell us:
your name;
your phone number and email address;
nature of complaint; and
how you would like us to put the matter right.
We will investigate your complaint and endeavour to respond to your complaint within 15 calendar days. If the complaint has been resolved, we will provide you with a final response. The final response will include the outcome of your complaint and will advise you of any other rights that you may have under applicable law to escalate your complaint. It is hereby clarified that we will not entertain or address any queries, complaints or questions in relation to Third-Party Services or Service Providers. You are advised to reach out directly to the relevant Service Provider for any concerns or questions you may have.
We may from time to time by written notification to you amend or replace any section or part of these Terms in whole or in part for the following reasons: to make them clearer; to correct a mistake or oversight; to comply with or reflect a change of applicable law, regulation or code of practice; to reflect a change in these Terms; to provide for the introduction of new systems, service procedures, processes, changes in technology, products and/or services; to provide accurate or updated information; to remove an existing product or service; to improve the Technology Platform and/or Services, or to improve other related services.
Changes to these Terms or the Agreement will be posted on the Technology Platform and/or specifically notified to you (via text message or email) at your contact details provided to us at the time of creation of your User Account or through the messaging functionality on the Technology Platform. All such amendments or replacements will take effect immediately, unless otherwise specified.
You are advised to regularly check for updates and read the Terms that apply to your access and use of the Technology Platform. The most updated version of the Terms can be accessed by you on the Technology Platform, which will be hyperlinked at the bottom of the Technology Platform. You are encouraged to visit the Technology Platform from time to time to ensure that you are well informed of our latest policies in relation to the applicable risk to your use of the Technology Platform and/or Services. All dealings on the Technology Platform shall be subject to the latest version of these Terms in force at the time.
In the event you do not agree to any of the changes, you should immediately inform us and stop using the Technology Platform and/or the Services provided thereon.
We may at any time transfer any or all of our rights and/or obligations under the Agreement provided that we have given you at least fourteen (14) business days written notice to this effect. When we transfer rights and obligations we call this “novation”. When we only transfer rights, we call this “assignment”. You give us the right to transfer any or all of our rights and/or obligations under the Agreement to a third-party. The provisions of these Terms and the Agreement are personal to you, and you shall not be entitled to novate, assign, or transfer any of your rights or obligations under these Terms or the Agreement without our prior written consent. We will give you not less than 10 (ten) days prior written notice of the novation/assignment, including the name and, where available, the website domain name of the entity to whom the Agreement is novated/assigned, during which you may convey your refusal for the novation/assignment and send us a notice conveying your decision to discontinue your use of your User Account, the Technology Platform and/or the Services.
In the event you consent to the novation/assignment, the Agreement shall be binding on and shall endure for the benefit of each of your and our successors in title or legal personal representatives.
You agree that no term or provision under these Terms will be deemed waived. No failure or delay on our part in exercising any right, power or privilege under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege, and any one instance shall not be deemed or construed to be a continuing waiver of default or breach of such Term or condition for the future or any subsequent breach thereof.
Each and every obligation under these Terms shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part. To the extent that any provision(s) of these Terms are unenforceable due to any applicable laws or by any order passed by a court of law, we endeavour to amend such parts as may be necessary to make such provision or provisions valid and effective. Notwithstanding the foregoing any provision which cannot be amended as may be necessary to make it valid and effective shall be deemed to be deleted from these Terms and any such deletion shall not affect the enforceability of the remainder of these Terms not so deleted.
Save as otherwise expressly provided in these Terms, any person who is not a party to these Terms shall not have any right to enforce these Terms. We do not intend that these Terms be enforceable by virtue of the Contracts (Rights of Third Parties) Act 2001 of Singapore, or otherwise, by any person other than you.
The laws of Singapore (excluding any conflict of laws principles) apply to these Terms, and you agree to submit to the exclusive jurisdiction of the competent courts of Singapore.
