Atlantic Pacific Asia Partners

Please find the terms of services for all Forex trades made via Atlantic Pacific Asia Partners. 

GENERAL TERMS

 

I. The Client requests APA from time to time to provide remittance services, which may include without limitation buying and selling foreign currencies to the Client pursuant to the Terms and Conditions above.


2. The Client has received, read and understood the Terms and Conditions and agrees to be bound by them.


3. The Client agrees to sign up to using both APA SG PTE LTD & APA PS LTD for full product services.


4. The Client warrants that the information provided or to be provided to APA is correct and that APA will be informed immediately in writing of any subsequent changes to that information.


5. All of the Client’s warranties under this Agreement are true and correct at the date of the Agreement and continue to be true and correct at the time that each Order is executed by APA.


6. APA may only accept payment from a bank account in the Client’s own name and not from a third party unless prior arrangements have been agreed.


7. The Client consents to the digital recording of all telephone conversations with APA with or without an automatic tone warning device.

TERMS AND CONDITIONS

 

These Terms and Conditions (“Terms”) together with the Application Form completed by you and any other documentation referred to
in them (together this “Agreement”) govern the provision of foreign currency remittance services (“Services”) provided to you by Atlantic
Partners Asia (SG) Pte. Ltd.


References in these Terms to “we”, “us”, “our”, “ours” and “APA” are to Atlantic Partners Asia (SG) Pte. Ltd. a company incorporated in
Singapore with registered office at 7A Stanley Street, Singapore 068726with company number 201841045G.


References in these Terms to “you”, “your”, “yours” and “Client” are to you, the customer of APA and, as the context requires, your
designated authorised representative(s) from time to time.

1. APA


1.1. APA does not supply currency or foreign exchange for speculative purposes or provide investment advice.
1.2. Any firm, company or other entity (“Client”) wishing to enter into transactions with APA for the Services (“Orders”) agrees
with APA that all transactions shall be carried out in accordance with these Terms.
1.3. In order to provide the Services to you, it is necessary for APA to engage in buying and selling of foreign currency in accordance
with your instructions and acceptance of the relevant foreign currency exchange rate. APA only executes your Orders and
does not provide advice as to the merits of proposed Orders. Whilst APA may provide information about foreign currency
exchange rates and related matters, you shall rely entirely on your own judgement when making and instructing APA to
execute an Order.
1.4. APA may rely on its group companies (including but not limited to Atlantic Partners AsiaPS Limited and Atlantic Partners Asia
Fund) and its service providers to execute some of the Services where required by law.
1.5. Definitions and interpretation
1.5.1. “Business Day” means a day when the banks in Singapore are normally open for business and “end of Business Day”
means 5 p.m. on a Business Day.
1.5.2. “Charges” means commission and other charges (including but not limited to administration fees and any fees for
late payment) by APA and/or your bank(s).
1.5.3. “Client Trust Account” means the designated bank account in which the pooled monies of all clients of APA are
held on trust.
1.5.4. “Value Date” means the date in which APA must be put in funds for fulfilment of an Order.
1.5.5. “Vest” means the transfer of legal title and ownership to, and “vests” and “vested” shall be construed accordingly.
1.5.6. Any reference to the singular includes the plural and vice versa. Reference to a statutory provision is a reference to
that provision as modified or re-enacted or both from time to time and to any subordinate legislation made under the statutory provision.

2. Client’s instructions


2.1. APA may accept oral or written Orders (including Orders by fax or email) from such person or persons as the Client
authorises (“Authorised Persons”). All Orders shall be subject to confirmation. If Client makes an oral Order, APA shall only
execute the Order upon receiving written confirmation of the same from the Client. If Client makes a written Order, APA shall
only execute the Order upon receiving oral confirmation of the same from the Client. Details of Authorised Persons together
with specimen signatures shall be supplied to APA by the Client on entering into this Agreement and thereafter as amended
in writing from time to time. Such amendment shall not be effective until acknowledged in writing by APA.

2.2. The Client agrees that Orders by fax or email are entirely at Client’s own risk. The Client agrees to indemnify APA and keep
APA fully indemnified on demand against any losses that APA may incur as a result of accepting Orders by fax or email
whether from the Client or purporting to be from the Client and which APA honestly believes to have originated from the
Client. APA shall be under no duty to question or make any enquiries concerning any Orders by fax or email which it believes
in good faith to be genuine Client instructions.
2.3. An Order is made after it has been confirmed pursuant to clause 2.1 and when APA accepts the Client’s proposal for an Order
and this may either be acceptance orally or in writing.
2.4. APA may, at its absolute discretion, refuse to accept any proposed Order given by the Client without giving any reason and
APA shall not be liable for any loss, whether directly or indirectly, that may arise from any such refusal.
2.5. Once an Order has been accepted by APA, it cannot be rescinded, withdrawn or amended without APA express consent. In
such event, APA shall have the right to impose a fee and/or revise the relevant foreign currency exchange rate.

3. Documentation


3.1. The Client shall comply with all of APA procedures and provide any relevant document that may reasonably be requested by
APA for its due diligence purposes before executing any Order.
3.2. APA will provide the Client with a document confirming the details of each Order which shall, whether sent by fax, post or
email, be conclusive evidence of the contract formed between the parties.
3.3. Unless the Client notifies APA of any error or omission within the earlier of two (2) Business Days of receipt of any documents
issued by APA to the Client or the Value Date, the Client shall be deemed to have agreed and accepted the contents of such
documents and shall not thereafter be entitled to dispute the content of any such document which shall, in the absence of any
obvious error, be conclusive evidence of the matters stated therein. The Client will contact APA if it has not received a
document confirming the details of an Order within forty-eight (48) hours of proposing the Order.
3.4. Where the Client specifies a Value Date which occurs less than two (2) Business Days from the date of the Order, unless the
Client notifies APA of any error or omission in any documents issued by APA to the Client at the point at which such documents are received by the Client, the Client shall be deemed to have agreed and accepted the contents of such documents and shall not thereafter be entitled to dispute the contract of any such document which shall, in the absence of any typographical error, be conclusive evidence of the matters stated therein.
3.5. Documents may be sent by fax, email or post and proof of posting or dispatch or any document or other communications shall
be deemed to be proof of receipt (a) in the case of fax or email, the day of despatch or, if not a Business Day the next Business
Day thereafter; and (b) in the case of delivery by first class, post forty- eight (48) hours from the date of posting. Documents
shall be sent to the last known fax number, email address or address of the parties hereto as provided by the parties from time
to time.

4. Payment and Delivery


4.1. APA will only remit money to third parties that APA has screened to comply with its legal obligations.
4.2. The Client will notify APA at least two (2) Business Days before the Value Date of the destination to which remittance of the
currency ordered is to be made (“Payment Destination”). Where the Client specifies a Value Date which occurs less than two
(2) Business Days from the date of the Order, APA does not guarantee remittance on the Value Date.
4.3. The Client will pay to APA the amount of the Order plus any Charges or Margin or Margin Call (as defined in clause 6) as agreed
between the parties (“Payment Provisions”). APA will only accept payment made to it from a bank account bearing the Client’s
name and not from any third party.
4.4. APA will pay the amount of the Order to the Payment Destination on the Value Date if cleared funds are received by APA on
or before the specified cut off time of the Value Date in accordance with the Payment Provisions.
4.5. All payments due from the Client to APA under these Terms shall be made in full without any set-off, counter claim, deduction
or withholding whatsoever. APA may deduct from any payments to be the Client such amounts as APA may be required by
law to deduct or as may be charged to APA in respect of transfer or other charges. APA shall have the right to set-off against

any Client monies held by APA for any amounts owed by the Client to APA under this Agreement.
4.6. All monies paid to APA which have not vested in APA shall be held under Client Trust Account until otherwise applied according
to the Client’s instructions or these Terms. Payments held in the client trust bank account shall be kept separate from APA own
funds.
4.7. APA accepts no responsibility for and shall have no liability in respect of any delay in providing the Services or any onward
payment to the receiving party (a) due to the late receipt by APA of monies or instructions relative to the relevant cut off times;
or (b) as a result of any fault of the paying or designated bank. You agree that the time of receipt of the payment by the receiving
party is not of the essence.
4.8. Without prejudice to clause 2.5, if the Client asks APA to amend the Value Date to a date later than originally agreed and APA
agrees to do this, the Client will be liable for any costs and losses which APA may incur because of this change.

5. Charges


5.1. The Client shall pay APA Charges in accordance with the Payment Provisions.


6. Margin


6.1. APA may require the Client to make an immediate advance payment to APA in respect of certain Orders, including without limitation Services to be executed in future that APA may agree to accept from the Client from time to time (“Margin”). This Margin shall act as a deposit and to provide APA with security in respect of the risk it is incurring on the Order prior to the Client
making full payment.
6.2. If the Margin is not paid in advance, payment of the Margin shall be made in accordance with the Payment Provisions.
6.3. If the Margin is paid in advance, the Margin will be held by APA in trust for the Client in Client Trust Account and until such time
as the Margin vests in APA the Client warrants that the Margin shall be free from and the Client shall not create over the Margin any charge or other encumbrance.
6.4. The Client shall not be entitled to any interest on the Margin while it is held in the Client Trust Account or on any other monies
APA holds on the Client’s behalf on any Order.
6.5. The Margin shall vest automatically in APA on the occurrence of any one of the following events:
6.5.1. the Value Date or, in the event that the Order is cancelled prior to the Value Date, on the instruction of the Client;
6.5.2. at such time as APA incurs any costs, losses or liabilities or is exposed to any rise in foreign currency exchange rates (as
APA in its absolute direction shall decide) on behalf of the Client in respect of any Order, in such an event that
proportion of the money, held as the Margin, equal to APA costs, losses and/or liabilities shall vest automatically in
APA;
6.5.3. the Client becomes insolvent or unable to pay its debts, has a bankruptcy, winding up or administration petition against
it presented to the Court or has to convene (or has convened) a meeting for the purpose of having a liquidator
appointed or has a receiver appointed over its property or proposes a form of arrangement or composition with its creditors (other than for the purposes of an amalgamation or reconstruction approved in advance in writing by APA) or in the case of a partnership has a bankruptcy petition presented against a partner (collectively an “Event of Insolvency”) or any other similar or analogous event occurs under the laws of any applicable jurisdiction or the Client ceases or threatens to cease to carry on all or part of its business; and/or
6.5.4. the Client is not able to comply with or is in breach of any of the terms of this Agreement.
6.6. If the market moves unfavourably in APA sole opinion, APA may require the Client to provide a greater Margin to reflect the increased risk (“Margin Call”). In the event of a Margin Call being made the Client shall pay all monies required pursuant to the Margin Call in accordance with the Payment Provisions to APA within twenty-four(24) hours of APA first communicating the Margin Call to the Client. The Client’s failure to do so shall be a fundamental breach of these Terms and shall entitle APA,
without prejudice to any other remedy available to it, to immediately and without notice to the Client cancel the Order without
liability.

6.7. Without prejudice to clause 11, the Client shall fully indemnify APA and keep APA indemnified on demand in respect of any
losses, costs, charge or expenses and any other liability which APA may incur in closing out or unwinding any Services to be
executed in future. APA may use the Margin to fulfil such indemnity.

7. Capacity and Warranties


7.1. The law requires APA to perform due diligence on the Client. This means that APA must be satisfied that the Client is who it

states it is and obtain necessary proof. APA must also know that the Client is requesting the Services for a legitimate and non-
speculative purpose. Accordingly, when signing this Agreement and making any Order the Client warrants that:

7.1.1. it is acting as a principal and not as an agent or intermediary for any third party and has full power, authority and legal
capacity to enter into this Agreement and every Order executed thereunder;
7.1.2. all information supplied to APA under this Agreement is true and accurate in all material respects and the Client will
not omit or withhold any information which would render the information so supplied to be false or inaccurate in
any material respect;
7.1.3. it is entering into this Agreement in connection with its trade, business or for other legitimate, non- speculative
commercial purposes, or for a genuine reason for requiring the Services, such as a contract to purchase property,
goods or services and not for investment purposes;
7.1.4. it will provide to APA on request such information regarding its identity, ownership structure, source of funds,
financial and business affairs as APA may reasonably require, including without prejudice to the foregoing, any
obligation required under applicable law and any relevant regulations, directions and/or guidance that may be issued
by the Monetary Authority of Singapore (collectively “MAS Regulations”);
7.1.5. all sums paid by the Client to APA under this Agreement belong to the Client, have not been obtained by illegal
means, are in no way tainted by criminal activity or breach of any applicable law and are not subject to any charge,
encumbrance or other security;
7.1.6. the Client is not involved in any money laundering or financing of terrorism; and
7.1.7. All of the Client’s warranties hereunder are true and correct at the date of the Agreement and continue to be true
and correct at the time that each Order is executed by APA.

8. Disputes


8.1. The parties agree and consent to:
8.1.1. the electronic recordings by either party of telephone conversation between the parties with or without an
automatic tone warning device; and
8.1.2. the use of such recordings or transcripts from such recordings as evidence by either party in any dispute or
anticipated dispute between the parties or relating to dealings between the parties.
8.2. Any such recordings or transcripts made by APA may be destroyed by APA at its absolute discretion.


9. Termination


9.1. APA shall have the right to cancel all or part of any Orders from the market without prior notice or any liability to the Client
upon or at any time after the happening of any of the following events:
9.1.1. the Client fails to make any payment for an Order when due and in accordance with this Agreement;
9.1.2. the Client breaches any of the terms of this Agreement or fails to comply with its obligations to APA in respect of any
Order;
9.1.3. it becomes or may become unlawful for APA to maintain or give effect to all or any of the obligations under this

Agreement or otherwise to carry on its business or if APA or the Client are requested to close out an Order (or any
part thereof) by any regulatory authority whether or not the request is legally binding;
9.1.4. an Event of Insolvency (as defined in clause 6.5.3) or if the Client ceases or threatens to cease to carry on all or part
of its business;
9.1.5. any of the events specified above or anything analogous thereto occurs under the laws of any applicable jurisdiction;
and/or
9.1.6. APA at its absolute discretion considers it necessary or desirable to do so for its own protection provided that APA
shall immediately inform the Client if it has closed out all or part of any Orders pursuant to this clause.

9.2. If the Client becomes aware of the occurrence of any event referred to in clause 9.1, it shall give APA notice of such event
forthwith.
9.3. APA may retain all or any of the Client’s monies if it is required to do so by law and then deal with the money as ordered by a
court or other body of competent jurisdiction.

10. APA’s Liability


10.1. In this clause and clause 11 "Liability" shall mean losses, costs (including legal costs) damages, expenses, taxes, duties, charges
or any other liability whatsoever, whether directly or indirectly.
10.2. APA shall not be liable to the Client for Liability arising out of thisAgreement or any Order made in pursuance of this Agreement
for any reason unless such Liability is due to the negligence of or breach of thisAgreement by APA.
10.3. If APA is held liable for any Liability, APA will only be liable for direct loss and APA expressly excludes any liability for
consequential and/or indirect loss (including loss of profits) or damage.
10.4. In any event, APA liability to the Client under this Agreement shall not exceed Singapore Dollars One Thousand Only (S$1,000)
in respect of any one claim or in aggregate.
10.5. Unless provided herein, APA excludes all liability to the fullest extent permitted by law and, without prejudice to the generality
of the foregoing, APA accepts no responsibility for any delay or the fault or failure of any third party involved in the transmission,
provision or delivery of any Order.

11. Client’s Liability


11.1. The Client shall indemnify and keep APA indemnified on demand against all Liabilities incurred by APA in the proper
performance of the Services or the enforcement of its rights hereunder and, in particular, without prejudice to the generality
of such indemnity, against all amounts which APA may certify to be necessary to compensate it for all Liability sustained or
incurred by APA (including but not limited to APA’s loss of profits) as a result of:
11.1.1. any default in payment by the Client or any sum under this Agreement or any Order when due or any other breach
by the Client of this Agreement;
11.1.2. APA doing and taking all and any action and steps whatsoever to carry out the terms of any Client instructions,
whether oral or written, from or purporting to be from Authorised Persons for such purpose pursuant to and in
accordance with clause 2 above; and/or
11.1.3. APA exercising its right under these Terms to terminate all or any part of any Order.
11.2. APA may charge the Client interest daily on any amounts owing to APA at the rate of four per cent (4%) per annum above the
Citibank Singapore prime lending rate from time to time in force compounded daily from the due date until payment.
11.3. In the event of a default in payment by the Client, APA may without notice to the Client combine, consolidate or merge all or
any of the Liabilities of the Client and may set-off or transfer any sums from time to time owed to the Client in or towards the
satisfaction of any of the Liabilities of the Client, and notwithstanding that the Liabilities may not be expressed in the same
currency APA is authorised to effect any necessary foreign currency conversions at the rates then prevailing.

12. General


12.1. The Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore shall not under any circumstances apply to this
Agreement and any person who is not a party to this Agreement (whether or not such person shall be named, referred to, or
otherwise identified, or form part of a class of persons so named, referred to or identified in this Agreement) shall have no right
under the Contracts (Rights of Third Parties) Act (Chapter 53B) to enforce this Agreement.
12.2. The Client agrees that nothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship
between the parties.
12.3. Clause 11 shall survive termination of this Agreement to the extent necessary to give effect to the provisions thereunder.
12.4. This Agreement referred to herein supersede any previous agreement among the parties in connection with the matters dealt
with herein and represent the entire understanding among the parties in relation thereto.
12.5. APA may amend these Terms, if we have a valid reason for doing so, by notice in writing to the Client at any time and such
amendment shall be binding on the Client from the date that the Client places its next proposed Order. Any such amendment
shall not be retrospective or affect any rights or obligations that may already exist in respect to any Order.
12.6. In the event that any provision of this Agreement is determined to be invalid, illegal, void or unenforceable, such provision shall
be deemed to be deleted from this Agreement and the remaining provisions of this Agreement shall continue in full force and
effect.
12.7. The Client may not assign or transfer all or part of its rights and/or obligations under this Agreement without the prior written
consent of APA.
12.8. No failure to exercise, nor any delay in exercising, on the part of a party any right or remedy under thisAgreement shall operate
as a waiver thereof. No single or partial exercise of any right or remedy hereunder shall prevent any further or other exercise
thereof or the exercise of any other right or remedy.
12.9. This Agreement shall be governed by, and construed in accordance with, the laws of Singapore.
12.10.Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or
termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration
Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force,
which rules are deemed to be incorporated by reference in clauses 9.1.5, 9.3 and 12.9. The seat of the arbitration shall be
Singapore. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English. 

Any additional question please contact info@bnk.services

From time to time these terms will be updated. Please check with the financial service provider. 

Additional Questions

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