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 WTSG Pte. Ltd.

References in these Terms to "we", "us", "our", "ours" and "WTSG" are to WTSG Pte. Ltd. (UEN 201429584Z), a company incorporated in Singapore with registered office at #12-01 Capital Tower, 168 Robinson Road, Singapore 068912, and Remittance Licence RA No. 01498.

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

1. WTSG
   1. WTSG is licensed by the Monetary Authority of Singapore to provide the Services. WTSG does not supply currency or foreign exchange for speculative purposes or provide investment advice.
   2. Any firm, company or other entity (“Client”) wishing to enter into transactions with WTSG for the Services (“Orders”) agrees with WTSG that all transactions shall be carried out in accordance with these Terms.
   3. In order to provide the Services to you, it is necessary for WTSG to engage in buying and selling of foreign currency in accordance with your instructions and acceptance of the relevant foreign currency exchange rate. WTSG only executes your Orders and does not provide advice as to the merits of proposed Orders. Whilst WTSG may provide information about foreign currency exchange rates and related matters, you shall rely entirely on your own judgement when making and instructing WTSG to execute an Order.
   4. Definitions and interpretation
      1. “Business Day” means a day when the banks in Singapore are normally open for business.
      2. “Charges” means commission and other charges (including but not limited to administration fees and any fees for late payment) by WTSG and/or your bank(s).
      3. “Client Trust Account” means the designated bank account in which the pooled monies of all clients of WTSG are held on trust.
      4. “Value Date” means the date in which WTSG must be put in funds for fulfilment of an Order.
      5. “vest” means the transfer of legal title and ownership to, and “vests” and “vested” shall be construed accordingly.
      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
   1. WTSG may accept oral or written Orders (including Orders by fax or email) from the Client and shall be entitled to act upon such Orders received from such person or persons as the Client authorises (“Authorised Persons”). Details of Authorised Persons together with specimen signatures shall be supplied to WTSG 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 WTSG.
   2. The Client agrees that Orders by fax or email are entirely at Client’s own risk. The Client agrees to indemnify WTSG and keep WTSG fully indemnified on demand against any losses that WTSG 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 WTSG honestly believes to have originated from the Client. WTSG 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.
   3. An Order is made when WTSG accepts the Client's proposal for an Order and this may either be acceptance orally or in writing. WTSG may in any event require the Client to confirm Orders in writing.
   4. WTSG may, at its absolute discretion, refuse to accept any proposed Order given by the Client without giving any reason and WTSG shall not be liable for any loss, whether directly or indirectly, that may arise from any such refusal.
   5. Once an Order has been placed by or on behalf of the Client and accepted by WTSG, it cannot be rescinded, withdrawn or amended without WTSG's express consent. In such event, WTSG shall have the right to impose a fee and/or revise the relevant foreign currency exchange rate.
3. Documentation
   1. The Client shall comply with all of WTSG’s procedures and provide any relevant document that may reasonably be requested by WTSG for its due diligence purposes before executing any Order.
   2. WTSG 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. Unless the Client notifies WTSG of any error or omission within the earlier of two (2) Business Days of receipt of any documents issued by WTSG 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 WTSG if it has not received a document confirming the details of an Order within forty-eight (48) hours of proposing the Order.
   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 WTSG of any error or omission in any documents issued by WTSG 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 obvious error, be conclusive evidence of the matters stated therein.
   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
   1. WTSG will only remit money to third parties that WTSG has screened to comply with its legal obligations.
   2. The Client will notify WTSG 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, WTSG does not guarantee remittance on the Value Date.
   3. The Client will pay to WTSG 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”). WTSG will only accept payment made to it from a bank account bearing the Client's name and not from any third party.
   4. WTSG will pay the amount of the Order to the Payment Destination on the Value Date if cleared funds are received by WTSG on or before the specified cut off time of the Value Date in accordance with the Payment Provisions.
   5. All payments due from the Client to WTSG under these Terms shall be made in full without any set-off, counter-claim, deduction or withholding whatsoever. WTSG may deduct from any payments to be made to or on behalf of the Client such amounts as WTSG may be required by law to deduct or as may be charged to WTSG in respect of transfer or other charges. WTSG shall have the right to set-off against any Client monies held by WTSG for any amounts owed by the Client to WTSG under this Agreement.
   6. All monies paid to WTSG which have not vested in WTSG shall be held 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 WTSG's own funds.
   7. WTSG 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 WTSG 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.
   8. Without prejudice to clause 2.5, if the Client asks WTSG to amend the Value Date to a date later than originally agreed and WTSG agrees to do this, the Client will be liable for any costs and losses which WTSG may incur because of this change.
5. Charges
   1. The Client shall pay WTSG's Charges in accordance with the Payment Provisions.
6. Margin
   1. WTSG may require the Client to make an immediate advance payment to WTSG in respect of certain Orders, including without limitation Services to be executed in future that WTSG may agree to accept from the Client from time to time (“Margin”). This Margin shall act as a deposit and to provide WTSG with security in respect of the risk it is incurring on the Order prior to the Client making full payment.
   2. If the Margin is not paid in advance, payment of the Margin shall be made in accordance with the Payment Provisions.
   3. If the Margin is paid in advance, the Margin will be held by WTSG in trust for the Client in Client Trust Account and until such time as the Margin vests in WTSG the Client warrants that the Margin shall be free from and the Client shall not create over the Margin any charge or other encumbrance.
   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 WTSG holds on the Client's behalf on any Order.
   5. The Margin shall vest automatically in WTSG on the occurrence of any one of the following events:
      1. the Value Date or, in the event that the Order is cancelled prior to the Value Date, on the instruction of the Client;
      2. at such time as WTSG incurs any costs, losses or liabilities or is exposed to any rise in foreign currency exchange rates (as WTSG 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 WTSG's costs, losses and/or liabilities shall vest automatically in WTSG;
      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 WTSG) 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
      4. the Client is not able to comply with or is in breach of any of the terms of this Agreement.
   6. If the market moves unfavourably in WTSG’s sole opinion, WTSG 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 WTSG within twenty-four (24) hours of WTSG 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 WTSG, without prejudice to any other remedy available to it, to immediately and without notice to the Client cancel the Order without liability.
   7. Without prejudice to clause 11, the Client shall fully indemnify WTSG and keep WTSG indemnified on demand in respect of any losses, costs, charge or expenses and any other liability which WTSG may incur in closing out or unwinding any Services to be executed in future. WTSG may use the Margin to fulfil such indemnity.
7. Capacity and Warranties
   1. The law requires WTSG to perform due diligence on the Client. This means that WTSG must be satisfied that the Client is who it states it is and obtain necessary proof. WTSG 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:
      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;
      2. all information supplied to WTSG 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;
      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;
      4. it will provide to WTSG on request such information regarding its identity, ownership structure, source of funds, financial and business affairs as WTSG 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”);
      5. all sums paid by the Client to WTSG 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;
      6. the Client is not involved in any money laundering or financing of terrorism; and
      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 WTSG.
8. Disputes
   1. The parties agree and consent to:
      1. the electronic recording by either party of telephone conversation between the parties with or without an automatic tone warning device; and
      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.
   2. Any such recordings or transcripts made by WTSG may be destroyed by WTSG at its absolute discretion.
9. Termination
   1. WTSG 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:
      1. the Client fails to make any payment for an Order when due and in accordance with this Agreement;
      2. the Client breaches any of the terms of this Agreement or fails to comply with its obligations to WTSG in respect of any Order;
      3. it becomes or may become unlawful for WTSG to maintain or give effect to all or any of the obligations under this Agreement or otherwise to carry on its business or if WTSG 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;
      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;
      5. any of the events specified above or anything analogous thereto occurs under the laws of any applicable jurisdiction; and/or
      6. WTSG at its absolute discretion considers it necessary or desirable to do so for its own protection provided that WTSG shall immediately inform the Client if it has closed out all or part of any Orders pursuant to this clause.
   2. If the Client becomes aware of the occurrence of any event referred to in clause 9.1, it shall give WTSG notice of such event forthwith.
   3. WTSG 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. WTSG's Liability
    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.
    2. WTSG shall not be liable to the Client for Liability arising out of this Agreement or any Order made in pursuance of this Agreement for any reason unless such Liability is due to the negligence of or breach of this Agreement by WTSG.
    3. If WTSG is held liable for any Liability, WTSG will only be liable for direct loss and WTSG expressly excludes any liability for consequential and/or indirect loss (including loss of profits) or damage.
    4. In any event, WTSG's liability to the Client under this Agreement shall not exceed Singapore Dollars Fifty Thousand Only (S$50,000) in respect of any one claim or in aggregate.
    5. Unless provided herein, WTSG excludes all liability to the fullest extent permitted by law and, without prejudice to the generality of the foregoing, WTSG 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
    1. The Client shall indemnify and keep WTSG indemnified on demand against all Liabilities incurred by WTSG 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 WTSG may certify to be necessary to compensate it for all Liability sustained or incurred by WTSG (including but not limited to WTSG's loss of profits) as a result of:
       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;
       2. WTSG 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
       3. WTSG exercising its right under these Terms to terminate all or any part of any Order.
    2. WTSG may charge the Client interest daily on any amounts owing to WTSG 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.
    3. In the event of a default in payment by the Client, WTSG 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 WTSG is authorised to effect any necessary foreign currency conversions at the rates then prevailing.
12. General
    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.
    2. The Client agrees that nothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between the parties.
    3. Clause 11 shall survive termination of this Agreement to the extent necessary to give effect to the provisions thereunder.
    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.
    5. WTSG 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.
    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.
    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 WTSG.
    8. No failure to exercise, nor any delay in exercising, on the part of a party any right or remedy under this Agreement 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.
    9. This Agreement shall be governed by, and construed in accordance with, the laws of Singapore.
    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 this clause 9.4. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.

WTSG PTE. LTD. | Registered Office: WTSG PTE. LTD., #12-01 Capital Tower, 168 Robinson Road, Singapore 068912. Registered in Singapore No. 201429584Z | WTSG PTE. LTD. is licensed by the Monetary Authority of Singapore under the Money-changing and Remittance Businesses Act.