Indemnity and Exclusion of Liability. 31.1 Save for Losses arising directly from our gross negligence, fraud or wilful default, we shall not be responsible or liable to you for any Losses suffered or incurred by you however caused in connection with any of your Investment, Transaction, Account and/or pursuant to the Services made available to you, including any Losses arising from or in connection with: (a) your default or negligence; (b) your or your Authorised Agent’s failure to comply with or fulfil any of your obligations and/or warranties, to the extent that such breach or failure interferes directly or indirectly with our performance of our obligations under this Agreement and/or any Applicable Agreement; (c) any liability for tax or similar charges payable in connection with any Investment or Transaction or arising from the utilisation of any of the Services offered by us to you; (d) us acting upon any financial instrument, notice, resolution, request, certificate, report, or other document which we, in good faith, believed to be genuine and properly executed or any Instruction from you and/or your Authorised Agent; (e) any falsification of identity or faulty identification which could not have been detected despite us exercising due care in verifying the identity of the party we are dealing with; (f) our refusal to accept or act on any of your Instructions in accordance with this Agreement; (g) any loss or destruction of cheques and/or other financial instruments or delay in presentation thereof; (h) any debits or revisions of the amount credited to your Account; (i) any delay or failure in performing any of our duties or other obligations resulting wholly or partly from any action taken by us for the purpose of complying with Applicable Laws; (j) any irregularity, inaccuracy, omission, incorrect entry, error and/or unauthorised transaction in any Account Statement or Transaction Record or any loss of, destruction of or error in any other records save as expressly provided for in this Agreement; (k) the suspension, closure or termination of any of your Accounts or any Service made available to you or your Authorised Agent; (l) the use of postal services, facsimile, telegraph, telephone, telex, SMS, email, electronic platforms or any other electronic and non-electronic means of communications with you. (m) any delay, interception, loss or failure in the delivery, transmission or dispatch of any Communication to you or if any Communication is not sent in accordance with this Agreement or if the content of any Communication is disclosed to any third party during transit or any matter arising from the use of the Hold Mail Service; (n) our disclosure of Customer Data in accordance with this Agreement, the DBS Privacy Policy, any Applicable Agreement and/or Applicable Law; (o) any information, advice or opinion given by us or our Personnel to you, whether or not provided at your request or relied upon; (p) any mutilation, interruption, omission, failure, error or delay in the issue or remittance of drafts or other financial instruments due to any reason whatsoever and whether arising in Singapore or elsewhere; (q) the exercise or non-exercise of any power or discretion conferred upon us under this Agreement and/or any Applicable Agreement; DBS Bank Ltd., Singapore 30 Co. Reg. No. 196800306E (r) any Event of Force Majeure; (s) any constraint which we may face (through no fault of ours) in executing any of your Instructions; (t) any action taken or omission by us pending the completion of our updates of our records of your particulars and/or information in accordance with this Agreement, including processing your Instructions in accordance with the mandate for the time being in force or sending any Communication to your Mailing Address last known address, facsimile or email address in our records as you had directed for any Communication to be sent prior to our receipt of your written notice of change; and (u) our enforcing or attempting to enforce or protect any right, power or remedy which we may have against you pursuant to this Agreement and/or any Applicable Agreement. 31.2 Without prejudice to the foregoing, you agree to indemnify and to hold us, our Personnel, Affiliates, Nominees and Agents harmless from and against any Losses, save for Losses arising directly from our or their gross negligence, fraud or wilful default, which we may suffer or incur in connection with any of your Investment, Transaction, Account, and/or our provision of any Service to you and/or your utilisation of the same, including any Losses arising from or in connection with: (a) us acting upon or carrying out, in good faith, any Instruction purportedly given by you or your Authorised Agent, notwithstanding that these Instructions may not be authorised, accurate or complete; (b) the operation, maintenance or closure of any of your Accounts; (c) our Communications with you by any mode of transmission; (d) (i) the collection of any cheque, bill, note, draft, dividend, warrant or other instrument presented by you for collection, (ii) the guaranteeing of any endorsement or discharge of the same and/or (iii) our acting in reliance on your guarantee of the regularity of all endorsements and authenticity of all signatures on all bills and cheques and/or financial instruments which you may present to us; (e) the use of any system or electronic and non-electronic means of transmission, communication, transportation or otherwise in carrying out your Instructions (including, any loss, delay, misunderstanding, mistake, distortion or duplication arising therefrom or in connection therewith); (f) our involvement (directly or otherwise) in any proceeding (whether in or out of Singapore) of whatever nature in connection with your Investments, Transactions, Account and/or any Service offered to you; (g) the preparation of any document or agreement necessary to facilitate any Investment or Transaction, or providing any Service as may be requested by you from time to time or as we deem advisable in our absolute discretion; (h) our disclosure of Customer Data in accordance with this Agreement, any Applicable Agreement and/or Applicable Law; (i) any exercise of our rights of appropriation, debit, set-off and/or consolidation of accounts in accordance with Clause 28; (j) any Event of Force Majeure; (k) where you are acting as trustee of a trust, any dispute between the beneficiaries and yourself; (l) any breach by you of any of the terms in this Agreement and/or any Applicable Agreement; and (m) enforcement or in contemplation of the enforcement or protection of any of our rights or resolution of any dispute (whether by judicial proceedings or otherwise) relating to the matters covered under this Agreement and/or any Applicable Agreement. 31.3 You acknowledge and agree that we may, from time to time, be required to make certain representations and/or warranties and/or accept sole and principal responsibility or liability to other third parties in respect of any Investment or Transaction entered into by us on your behalf. In such cases, you shall indemnify and hold us harmless against any and all actions taken by us (which we determine to be necessary, desirable or expedient) to ensure that we will not be in breach of our said principal responsibility or liability. DBS Bank Ltd., Singapore 31 Co. Reg. No. 196800306E 31.4 The indemnities in this Clause 31 constitute a separate and independent obligation from the other obligations in this Agreement, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by us and shall continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any sum due under this Agreement or any judgment or order. For the avoidance of doubt, the indemnities in this Clause 31 shall not in any way be prejudiced or affected by the closure of any of your Accounts and/or the termination of this Agreement.

Appears in 4 contracts

Samples: Terms and Conditions, Terms and Conditions, Terms and Conditions

Indemnity and Exclusion of Liability. 31.1 Save for Losses arising directly from our gross negligence, fraud or wilful default, we shall not be responsible or liable to you for any Losses suffered or incurred by you however caused in connection with any of your Investment, Transaction, Account and/or pursuant to the Services made available to you, including any Losses arising from or in connection with: (a) your default or negligence; (b) your or your Authorised Agent’s failure to comply with or fulfil any of your obligations and/or warranties, to the extent that such breach or failure interferes directly or indirectly with our performance of our obligations under this Agreement and/or any Applicable Agreement; (c) any liability for tax or similar charges payable in connection with any Investment or Transaction or arising from the utilisation of any of the Services offered by us to you; (d) us acting upon any financial instrument, notice, resolution, request, certificate, report, or other document which we, in good faith, believed to be genuine and properly executed or any Instruction from you and/or your Authorised Agent; (e) any falsification of identity or faulty identification which could not have been detected despite us exercising due care in verifying the identity of the party we are dealing with; (f) our refusal to accept or act on any of your Instructions in accordance with this Agreement; (g) any loss or destruction of cheques and/or other financial instruments or delay in presentation thereof; (h) any debits or revisions of the amount credited to your Account; (i) any delay or failure in performing any of our duties or other obligations resulting wholly or partly from any action taken by us for the purpose of complying with Applicable Laws; (j) any irregularity, inaccuracy, omission, incorrect entry, error and/or unauthorised transaction in any Account Statement or Transaction Record or any loss of, destruction of or error in any other records save as expressly provided for in this Agreement; (k) the suspension, closure or termination of any of your Accounts or any Service made available to you or your Authorised Agent; (l) the use of postal services, ~~facsimile,~~ telegraph, telephone, telex, SMS, ~~email, electronic platforms~~ email or any other ~~electronic and non-electronic~~ means of communications with you.; (m) any delay, interception, loss or failure in the delivery, transmission or dispatch of any Communication to you or if any Communication is not sent in accordance with this Agreement or if the content of any Communication is disclosed to any third party during transit or any matter arising from the use of the Hold Mail Service; (n) our disclosure of Customer Data in accordance with this Agreement, the DBS Privacy Policy, any Applicable Agreement and/or Applicable Law; (o) any information, advice or opinion given by us or our Personnel to you, whether or not provided at your request or relied upon; (p) any mutilation, interruption, omission, failure, error or delay in the issue or remittance of drafts or other financial instruments due to any reason whatsoever and whether arising in Singapore or elsewhere; (q) the exercise or non-exercise of any power or discretion conferred upon us under this Agreement and/or any Applicable Agreement~~; DBS Bank Ltd., Singapore 30 Co. Reg. No. 196800306E~~; (r) any Event of Force Majeure; (s) any constraint which we may face (through no fault of ours) in executing any of your Instructions; (t) any action taken or omission by us pending the completion of our updates of our records of your particulars and/or information in accordance with this Agreement, including processing your Instructions in accordance with the mandate for the time being in force or sending any Communication to your Mailing Address last known address, facsimile or email address in our records as you had directed for any Communication to be sent prior to our receipt of your written notice of change; and (u) our enforcing or attempting to enforce or protect any right, power or remedy which we may have against you pursuant to this Agreement and/or any Applicable Agreement. 31.2 Without prejudice to the foregoing, you agree to indemnify and to hold us, our Personnel, Affiliates, Nominees and Agents harmless from and against any Losses, save for Losses arising directly from our or their gross negligence, fraud or wilful default, which we may suffer or incur in connection with any of your Investment, Transaction, Account, and/or our provision of any Service to you and/or your utilisation of the same, including any Losses arising from or in connection with: (a) us acting upon or carrying out, in good faith, any Instruction purportedly given by you or your Authorised Agent, notwithstanding that these Instructions may not be authorised, accurate or complete; (b) the operation, maintenance or closure of any of your Accounts; (c) our Communications with you by any mode of transmission; (d) (i) the collection of any cheque, bill, note, draft, dividend, warrant or other instrument presented by you for collection, (ii) the guaranteeing of any endorsement or discharge of the same and/or (iii) our acting in reliance on your guarantee of the regularity of all endorsements and authenticity of all signatures on all bills and cheques and/or financial instruments which you may present to us; (e) the use of any system or electronic and non-electronic means of transmission, communication, transportation or otherwise in carrying out your Instructions (including, any loss, delay, misunderstanding, mistake, distortion or duplication arising therefrom or in connection therewith); (f) our involvement (directly or otherwise) in any proceeding (whether in or out of Singapore) of whatever nature in connection with your Investments, Transactions, Account and/or any Service offered to you; (g) the preparation of any document or agreement necessary to facilitate any Investment or Transaction, or providing any Service as may be requested by you from time to time or as we deem advisable in our absolute discretion; (h) our disclosure of Customer Data in accordance with this Agreement, any Applicable Agreement and/or Applicable Law; (i) any exercise of our rights of appropriation, debit, set-off and/or consolidation of accounts in accordance with Clause 28; (j) any Event of Force Majeure; (k) where you are acting as trustee of a trust, any dispute between the beneficiaries and yourself; (l) any breach by you of any of the terms in this Agreement and/or any Applicable Agreement; and (m) enforcement or in contemplation of the enforcement or protection of any of our rights or resolution of any dispute (whether by judicial proceedings or otherwise) relating to the matters covered under this Agreement and/or any Applicable Agreement. 31.3 You acknowledge and agree that we may, from time to time, be required to make certain representations and/or warranties and/or accept sole and principal responsibility or liability to other third parties in respect of any Investment or Transaction entered into by us on your behalf. In such cases, you shall indemnify and hold us harmless against any and all actions taken by us (which we determine to be necessary, desirable or expedient) to ensure that we will not be in breach of our said principal responsibility or liability. DBS Bank Ltd., Singapore 31 Co. Reg. No. 196800306E 31.4 The indemnities in this Clause 31 constitute a separate and independent obligation from the other obligations in this Agreement, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by us and shall continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any sum due under this Agreement or any judgment or order. For the avoidance of doubt, the indemnities in this Clause 31 shall not in any way be prejudiced or affected by the closure of any of your Accounts and/or the termination of this Agreement.Ltd

Appears in 4 contracts

Samples: Terms and Conditions, Terms and Conditions, Terms and Conditions

Indemnity and Exclusion of Liability. ~~31.1 Save for Losses~~ 6.1 I/We hereby fully indemnify you, your directors, officers, employees, your associated entities and nominees, Agents and your Affiliates and keep all such persons indemnified against all claims, actions, liabilities, proceedings against any of such persons and bear any losses, costs, charges or expenses (including legal fees) (together “Losses”) which they may suffer arising ~~directly from our gross negligence, fraud~~ out of or ~~wilful default, we shall not be responsible or liable to you for any Losses suffered or incurred by you however caused~~ in connection with my/our breaches of these Terms or any Additional Terms their carrying out of ~~your Investment~~obligations or services, ~~Transaction~~or exercise of rights, ~~Account and/or pursuant to the Services made available to you, including any Losses arising from~~ powers or discretion under or in connection ~~with: (a) your default~~ with these Terms or ~~negligence; (b) your or your Authorised Agent’s failure to comply with or fulfil~~ any ~~of your obligations and/or warranties,~~ Additional Terms save to the extent that such ~~breach~~ Losses arise directly as a result of your gross negligence, fraud, or ~~failure interferes~~ wilful default. 6.2 Neither you nor your Agents shall be liable for any Losses suffered by me/us as a result of or in connection with my/our utilizing any of the services or in connection with these Terms or any Additional Terms other than Losses arising directly as a result of any gross negligence, fraud, or willful default on your part. Further, neither you nor your Agents shall be held responsible for any consequences resulting whether directly or indirectly from any events not within its control including government restrictions, imposition of emergency procedures, exchange ruling, third party’s conduct, suspension of trading, war, strike, market conditions, civil disorder, acts or threatened acts of terrorism, natural disasters, or any other circumstances beyond your and your Agents control whatsoever. You shall in no event be liable for any loss of profit, indirect, special or consequential damages of any kind or the default of your directors, officers, employees, associated entities, nominees or Affiliates or any person, firm or company through or with whom transactions are effected for my/our ~~performance~~ Account. 6.3 Neither you nor your Agents have any duty to advise me/us of ~~our obligations under this Agreement and/or~~ any ~~Applicable Agreement; (c) any liability for tax~~ legal or ~~similar charges payable~~ regulatory requirement or restriction or reporting requirement or foreign exchange control restrictions in respect of the foreign ownership of the Securities or otherwise in connection with ~~any Investment or Transaction or arising from~~ the utilisation of any of the Services offered by us to you; (d) us acting upon any financial instrument, notice, resolution, request, certificate, report, or other document which we, in good faith, believed to be genuine and properly executed or any Instruction from you and/or your Authorised Agent; (e) any falsification of identity or faulty identification which could not have been detected despite us exercising due care in verifying the identity of the party we are dealing with; (f) our refusal to accept or act on any of your Instructions in accordance with this Agreement; (g) any loss or destruction of cheques and/or other financial instruments or delay in presentation thereof; (h) any debits or revisions of the amount credited to your Securities Account; (i) any delay or failure in performing any of our duties or other obligations resulting wholly or partly from any action taken by us for the purpose of complying with Applicable Laws; (j) any irregularity, inaccuracy, omission, incorrect entry, error and/or unauthorised transaction in any Account Statement or Transaction Record or any loss of, destruction of or error in any other records save as expressly provided for in this Agreement; (k) the suspension, closure or termination of any of your Accounts or any Service made available to you or your Authorised Agent; (l) the use of postal services, facsimile, telegraph, telephone, telex, SMS, email, electronic platforms or any other electronic and non-electronic means of communications with you. (m) any delay, interception, loss or failure in the delivery, transmission or dispatch of any Communication to you or if any Communication is not sent in accordance with this Agreement or if the content of any Communication is disclosed to any third party during transit or any matter arising from the use of the Hold Mail Service; (n) our disclosure of Customer Data in accordance with this Agreement, the DBS Privacy Policy, any Applicable Agreement and/or Applicable Law; (o) any information, advice or opinion given by us or our Personnel to you, whether or not provided at your request or relied upon; (p) any mutilation, interruption, omission, failure, error or delay in the issue or remittance of drafts or other financial instruments due to any reason whatsoever and whether arising in Singapore or elsewhere; (q) the exercise or non-exercise of any power or discretion conferred upon us under this Agreement and/or any Applicable Agreement; DBS Bank Ltd., Singapore 30 Co. Reg. No. 196800306E (r) any Event of Force Majeure; (s) any constraint which we may face (through no fault of ours) in executing any of your Instructions; (t) any action taken or omission by us pending the completion of our updates of our records of your particulars and/or information in accordance with this Agreement, including processing your Instructions in accordance with the mandate for the time being in force or sending any Communication to your Mailing Address last known address, facsimile or email address in our records as you had directed for any Communication to be sent prior to our receipt of your written notice of change; and (u) our enforcing or attempting to enforce or protect any right, power or remedy which we may have against you pursuant to this Agreement and/or any Applicable Agreement. 31.2 Without prejudice to the foregoing, you agree to indemnify and to hold us, our Personnel, Affiliates, Nominees and Agents harmless from and against any Losses, save for Losses arising directly from our or their gross negligence, fraud or wilful default, which we may suffer or incur in connection with any of your Investment, Transaction, Account, and/or our provision of any Service to you and/or your utilisation of the same, including any Losses arising from or in connection with: (a) us acting upon or carrying out, in good faith, any Instruction purportedly given by you or your Authorised Agent, notwithstanding that these Instructions may not be authorised, accurate or complete; (b) the operation, maintenance or closure of any of your Accounts; (c) our Communications with you by any mode of transmission; (d) (i) the collection of any cheque, bill, note, draft, dividend, warrant or other instrument presented by you for collection, (ii) the guaranteeing of any endorsement or discharge of the same and/or (iii) our acting in reliance on your guarantee of the regularity of all endorsements and authenticity of all signatures on all bills and cheques and/or financial instruments which you may present to us; (e) the use of any system or electronic and non-electronic means of transmission, communication, transportation or otherwise in carrying out your Instructions (including, any loss, delay, misunderstanding, mistake, distortion or duplication arising therefrom or in connection therewith); (f) our involvement (directly or otherwise) in any proceeding (whether in or out of Singapore) of whatever nature in connection with your Investments, Transactions, Account and/or any Service offered to you; (g) the preparation of any document or agreement necessary to facilitate any Investment or Transaction, or providing any Service as may be requested by you from time to time or as we deem advisable in our absolute discretion; (h) our disclosure of Customer Data in accordance with this Agreement, any Applicable Agreement and/or Applicable Law; (i) any exercise of our rights of appropriation, debit, set-off and/or consolidation of accounts in accordance with Clause 28; (j) any Event of Force Majeure; (k) where you are acting as trustee of a trust, any dispute between the beneficiaries and yourself; (l) any breach by you of any of the terms in this Agreement and/or any Applicable Agreement; and (m) enforcement or in contemplation of the enforcement or protection of any of our rights or resolution of any dispute (whether by judicial proceedings or otherwise) relating to the matters covered under this Agreement and/or any Applicable Agreement. 31.3 You acknowledge and agree that we may, from time to time, be required to make certain representations and/or warranties and/or accept sole and principal responsibility or liability to other third parties in respect of any Investment or Transaction entered into by us on your behalf. In such cases, you shall indemnify and hold us harmless against any and all actions taken by us (which we determine to be necessary, desirable or expedient) to ensure that we will not be in breach of our said principal responsibility or liability. DBS Bank Ltd., Singapore 31 Co. Reg. No. 196800306E 31.4 The indemnities in this Clause 31 constitute a separate and independent obligation from the other obligations in this Agreement, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by us and shall continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any sum due under this Agreement or any judgment or order. For the avoidance of doubt, the indemnities in this Clause 31 shall not in any way be prejudiced or affected by the closure of any of your Accounts and/or the termination of this Agreement.

Appears in 4 contracts

Samples: Client Master Agreement, Client Master Agreement, Client Master Agreement

Indemnity and Exclusion of Liability. 31.1 Save for Losses arising directly from our gross negligence, fraud or wilful default, we shall not be responsible or liable to you for any Losses suffered or incurred by you however caused in connection with any of your Investment, Transaction, Account and/or pursuant to the Services made available to you, including any Losses arising from or in connection with: (a) your default or negligence; (b) your or your Authorised Agent’s failure to comply with or fulfil any of your obligations and/or warranties, to the extent that such breach or failure interferes directly or indirectly with our performance of our obligations under this Agreement and/or any Applicable Agreement; (c) any liability for tax or similar charges payable in connection with any Investment or Transaction or arising from the utilisation of any of the Services offered by us to you; (d) us acting upon any financial instrument, notice, resolution, request, certificate, report, or other document which we, in good faith, believed to be genuine and properly executed or any Instruction from you and/or your Authorised Agent; (e) any falsification of identity or faulty identification which could not have been detected despite us exercising due care in verifying the identity of the party we are dealing with; (f) our refusal to accept or act on any of your Instructions in accordance with this Agreement; (g) any loss or destruction of cheques and/or other financial instruments or delay in presentation thereof; (h) any debits or revisions of the amount credited to your Account; (i) any delay or failure in performing any of our duties or other obligations resulting wholly or partly from any action taken by us for the purpose of complying with Applicable Laws; (j) any irregularity, inaccuracy, omission, incorrect entry, error and/or unauthorised transaction in any Account Statement or Transaction Record or any loss of, destruction of or error in any other records save as expressly provided for in this Agreement; (k) the suspension, closure or termination of any of your Accounts or any Service made available to you or your Authorised Agent; (l) the use of postal services, ~~facsimile,~~ telegraph, telephone, telex, SMS, ~~email, electronic platforms~~ email or any other ~~electronic and non-electronic~~ means of communications with you.; (m) any delay, interception, loss or failure in the delivery, transmission or dispatch of any Communication to you or if any Communication is not sent in accordance with this Agreement or if the content of any Communication is disclosed to any third party during transit or any matter arising from the use of the Hold Mail Service; (n) our disclosure of Customer Data in accordance with this Agreement, the DBS Privacy Policy, any Applicable Agreement and/or Applicable Law; (o) any information, advice or opinion given by us or our Personnel to you, whether or not provided at your request or relied upon; (p) any mutilation, interruption, omission, failure, error or delay in the issue or remittance of drafts or other financial instruments due to any reason whatsoever and whether arising in Singapore or elsewhere; (q) the exercise or non-exercise of any power or discretion conferred upon us under this Agreement and/or any Applicable Agreement~~; DBS Bank Ltd., Singapore 30 Co. Reg. No. 196800306E~~; (r) any Event of Force Majeure; (s) any constraint which we may face (through no fault of ours) in executing any of your Instructions; (t) any action taken or omission by us pending the completion of our updates of our records of your particulars and/or information in accordance with this Agreement, including processing your Instructions in accordance with the mandate for the time being in force or sending any Communication to your Mailing Address last known address, facsimile or email address in our records as you had directed for any Communication to be sent prior to our receipt of your written notice of change; and (u) our enforcing or attempting to enforce or protect any right, power or remedy which we may have against you pursuant to this Agreement and/or any Applicable Agreement. 31.2 Without prejudice to the foregoing, you agree to indemnify and to hold us, our Personnel, Affiliates, Nominees and Agents harmless from and against any Losses, save for Losses arising directly from our or their gross negligence, fraud or wilful default, which we may suffer or incur in connection with any of your Investment, Transaction, Account, and/or our provision of any Service to you and/or your utilisation of the same, including any Losses arising from or in connection with: (a) us acting upon or carrying out, in good faith, any Instruction purportedly given by you or your Authorised Agent, notwithstanding that these Instructions may not be authorised, accurate or complete; (b) the operation, maintenance or closure of any of your Accounts; (c) our Communications with you by any mode of transmission; (d) (i) the collection of any cheque, bill, note, draft, dividend, warrant or other instrument presented by you for collection, (ii) the guaranteeing of any endorsement or discharge of the same and/or (iii) our acting in reliance on your guarantee of the regularity of all endorsements and authenticity of all signatures on all bills and cheques and/or financial instruments which you may present to us; (e) the use of any system or ~~electronic and non-electronic~~ means of transmission, communication, transportation or otherwise in carrying out your Instructions (including, any loss, delay, misunderstanding, mistake, distortion or duplication arising therefrom or in connection therewith); (f) our involvement (directly or otherwise) in any proceeding (whether in or out of Singapore) of whatever nature in connection with your Investments, Transactions, Account and/or any Service offered to you; (g) the preparation of any document or agreement necessary to facilitate any Investment or Transaction, or providing any Service as may be requested by you from time to time or as we deem advisable in our absolute discretion; (h) our disclosure of Customer Data in accordance with this Agreement, any Applicable Agreement and/or Applicable Law; (i) any exercise of our rights of appropriation, debit, set-off and/or consolidation of accounts in accordance with Clause 28; (j) any Event of Force Majeure; (k) where you are acting as trustee of a trust, any dispute between the beneficiaries and yourself; (l) any breach by you of any of the terms in this Agreement and/or any Applicable Agreement; and (m) enforcement or in contemplation of the enforcement or protection of any of our rights or resolution of any dispute (whether by judicial proceedings or otherwise) relating to the matters covered under this Agreement and/or any Applicable Agreement. 31.3 You acknowledge and agree that we may, from time to time, be required to make certain representations and/or warranties and/or accept sole and principal responsibility or liability to other third parties in respect of any Investment or Transaction entered into by us on your behalf. In such cases, you shall indemnify and hold us harmless against any and all actions taken by us (which we determine to be necessary, desirable or expedient) to ensure that we will not be in breach of our said principal responsibility or liability~~. DBS Bank Ltd., Singapore 31 Co. Reg. No. 196800306E~~. 31.4 The indemnities in this Clause 31 constitute a separate and independent obligation from the other obligations in this Agreement, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by us and shall continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any sum due under this Agreement or any judgment or order. For the avoidance of doubt, the indemnities in this Clause 31 shall not in any way be prejudiced or affected by the closure of any of your Accounts and/or the termination of this Agreement.

Appears in 3 contracts

Samples: Terms and Conditions, Terms and Conditions, Terms and Conditions

Indemnity and Exclusion of Liability. ~~31.1 Save~~ Indemnity 1. You indemnify us against any liability or loss (including consequential losses) arising from, and any Costs incurred in connection with: a) us acting in connection with the Terms and Conditions or any Contract or Order in good faith on fax, telephone, email or written instructions purporting to originate from your offices or to be given by an Authorised Person; or b) an Event of Default; or c) your breach of these Terms and Conditions; d) the Terms and Conditions or any Contract or Order; or e) us acting in accordance with any direction, request or requirement of any regulatory authority or government body; You agree to pay amounts due under this indemnity on demand from us 2. This indemnity survives any termination of the Terms and Conditions and any Transaction under these Terms and Conditions. 3. We are not liable for ~~Losses arising directly from our gross negligence, fraud~~ indirect losses which occur as a side effect of the main loss and damage which are not foreseeable by you and us. We are not liable to you for losses which you incur which are foreseeable by us for the reason that you have communicated the possibility of such losses or ~~wilful default, we shall~~ any special circumstances to us. 4. We are not ~~be responsible or~~ liable to you for any ~~Losses~~ loss of profit or opportunity. 5. We are not liable for loss or Costs caused by: a) any action we may take under these Terms and Conditions, so long as we act with the terms of its provisions and in particular act reasonable where required to do so; any claim, loss, expense, cost or liability suffered or incurred by you however caused in connection with any of your Investment, Transaction, Account and/or pursuant to the Services made available to you, including any Losses arising from or in connection with: (a) your default or negligence; (b) your or your Authorised Agent’s failure to comply with or fulfil any of your obligations and/or warranties, except to the extent that such ~~breach~~ a loss, expense, cost or ~~failure interferes directly or indirectly with our performance~~ liability is suffered as a result of our ~~obligations under this Agreement and/or any Applicable Agreement~~breach of these Terms and Conditions, negligence or willful default; (c) any liability for tax or similar charges payable in connection with any Investment or Transaction or arising from the utilisation of any of the Services offered by us to you; (d) us acting upon any financial instrument, notice, resolution, request, certificate, report, or other document which we, in good faith, believed to be genuine and properly executed or any Instruction from you and/or your Authorised Agent; (e) any falsification of identity or faulty identification which could not have been detected despite us exercising due care in verifying the identity of the party we are dealing with; (f) our refusal to accept or act on any of your Instructions in accordance with this Agreement; (g) any loss or destruction of cheques and/or other financial instruments or delay in presentation thereof; (h) any debits or revisions of the amount credited to your Account; (i) any delay or failure in performing any of our duties or other obligations resulting wholly or partly from any action taken by us for the purpose of complying with Applicable Laws; (j) any irregularity, inaccuracy, omission, incorrect entry, error and/or unauthorised transaction in any Account Statement or Transaction Record or any loss of, destruction of or error in any other records save as expressly provided for in this Agreement; (k) the suspension, closure or termination of any of your Accounts or any Service made available to you or your Authorised Agent; (l) the use of postal services, facsimile, telegraph, telephone, telex, SMS, email, electronic platforms or any other electronic and non-electronic means of communications with you. (m) any delay, interception, loss or failure in the delivery, transmission or dispatch of any Communication to you or if any Communication is not sent in accordance with this Agreement or if the content of any Communication is disclosed to any third party during transit or any matter arising from the use of the Hold Mail Service; (n) our disclosure of Customer Data in accordance with this Agreement, the DBS Privacy Policy, any Applicable Agreement and/or Applicable Law; (o) any information, advice or opinion given by us or our Personnel to you, whether or not provided at your request or relied upon; (p) any mutilation, interruption, omission, failure, error or delay in the issue or remittance of drafts or other financial instruments due to any reason whatsoever and whether arising in Singapore or elsewhere; (qb) the exercise or ~~non-~~attempted exercise ~~of any power~~ of, failure to exercise, or ~~discretion conferred upon us~~ delay in exercising, a right or remedy under ~~this Agreement and/or any Applicable Agreement; DBS Bank Ltd., Singapore 30 Co. Reg. No. 196800306E (r) any Event of Force Majeure~~the Terms and Conditions; (sc) ~~any constraint which we may face (through no fault of ours)~~ not accepting or your Orders or delay in ~~executing any of~~ accepting your ~~Instructions~~Orders; (t) any action taken or omission by us pending the completion of our updates of our records of your particulars and/or information in accordance with this Agreement, including processing your Instructions in accordance with the mandate for the time being in force or sending any Communication to your Mailing Address last known address, facsimile or email address in our records as you had directed for any Communication to be sent prior to our receipt of your written notice of change; and (u) our enforcing or attempting to enforce or protect any right, power or remedy which we may have against you pursuant to this Agreement and/or any Applicable Agreement. 31.2 Without prejudice to the foregoing, you agree to indemnify and to hold us, our Personnel, Affiliates, Nominees and Agents harmless from and against any Losses, save for Losses arising directly from our or their gross negligence, fraud or wilful default, which we may suffer or incur in connection with any of your Investment, Transaction, Account, and/or our provision of any Service to you and/or your utilisation of the same, including any Losses arising from or in connection with: (a) us acting upon or carrying out, in good faith, any Instruction purportedly given by you or your Authorised Agent, notwithstanding that these Instructions may not be authorised, accurate or complete; (b) the operation, maintenance or closure of any of your Accounts; (c) our Communications with you by any mode of transmission; (d) ~~(i)~~ not designating or delay in designating amounts as either Actual Margin or Free Balance on the collection of any cheque, bill, note, draft, dividend, warrant or other instrument presented by you for collection, (ii) the guaranteeing of any endorsement or discharge of the same and/or (iii) our acting in reliance on your guarantee of the regularity of all endorsements and authenticity of all signatures on all bills and cheques and/or financial instruments which you may present to us; (e) the use of any system or electronic and non-electronic means of transmission, communication, transportation or otherwise in carrying out your Instructions (including, any loss, delay, misunderstanding, mistake, distortion or duplication arising therefrom or in connection therewith); (f) our involvement (directly or otherwise) in any proceeding (whether in or out of Singapore) of whatever nature in connection with your Investments, Transactions, Account and/or any Service offered to you; (g) the preparation of any document or agreement necessary to facilitate any Investment or Transaction, or providing any Service as may be requested by you from time to time or as we deem advisable in our absolute discretion; (h) our disclosure of Customer Data in accordance with this Agreement, any Applicable Agreement and/or Applicable Law; (i) any exercise of our rights of appropriation, debit, set-off and/or consolidation of accounts in accordance with Clause 28; (j) any Event of Force Majeure; (k) where you are acting as trustee of a trust, any dispute between the beneficiaries and yourself; (l) any breach by you of any of the terms in this Agreement and/or any Applicable Agreement; and (m) enforcement or in contemplation of the enforcement or protection of any of our rights or resolution of any dispute (whether by judicial proceedings or otherwise) relating to the matters covered under this Agreement and/or any Applicable AgreementAccount. 31.3 You acknowledge and agree that we may, from time to time, be required to make certain representations and/or warranties and/or accept sole and principal responsibility or liability to other third parties in respect of any Investment or Transaction entered into by us on your behalf. In such cases, you shall indemnify and hold us harmless against any and all actions taken by us (which we determine to be necessary, desirable or expedient) to ensure that we will not be in breach of our said principal responsibility or liability. DBS Bank Ltd., Singapore 31 Co. Reg. No. 196800306E 31.4 The indemnities in this Clause 31 constitute a separate and independent obligation from the other obligations in this Agreement, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by us and shall continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any sum due under this Agreement or any judgment or order. For the avoidance of doubt, the indemnities in this Clause 31 shall not in any way be prejudiced or affected by the closure of any of your Accounts and/or the termination of this Agreement.

Appears in 2 contracts

Samples: Client Agreement, Client Agreement

Indemnity and Exclusion of Liability. 31.1 Save for Losses arising directly from our gross negligence, fraud or wilful default, we shall not be responsible or liable to you for any Losses suffered or incurred by you however caused in connection with any of your Investment, Transaction, Account and/or pursuant to the Services made available to you, including any Losses arising from or in connection with: (a) your default or negligence;; DBS Bank Ltd., Singapore 29 Co. Reg. No. 196800306E (b) your or your Authorised Agent’s failure to comply with or fulfil any of your obligations and/or warranties, to the extent that such breach or failure interferes directly or indirectly with our performance of our obligations under this Agreement and/or any Applicable Agreement; (c) any liability for tax or similar charges payable in connection with any Investment or Transaction or arising from the utilisation of any of the Services offered by us to you; (d) us acting upon any financial instrument, notice, resolution, request, certificate, report, or other document which we, in good faith, believed to be genuine and properly executed or any Instruction from you and/or your Authorised Agent; (e) any falsification of identity or faulty identification which could not have been detected despite us exercising due care in verifying the identity of the party we are dealing with; (f) our refusal to accept or act on any of your Instructions in accordance with this Agreement; (g) any loss or destruction of cheques and/or other financial instruments or delay in presentation thereof; (h) any debits or revisions of the amount credited to your Account; (i) any delay or failure in performing any of our duties or other obligations resulting wholly or partly from any action taken by us for the purpose of complying with Applicable Laws; (j) any irregularity, inaccuracy, omission, incorrect entry, error and/or unauthorised transaction in any Account Statement or Transaction Record or any loss of, destruction of or error in any other records save as expressly provided for in this Agreement; (k) the suspension, closure or termination of any of your Accounts or any Service made available to you or your Authorised Agent; (l) the use of postal services, facsimile, telegraph, telephone, telex, SMS, email, electronic platforms or any other electronic and non-electronic means of communications with you. (m) any delay, interception, loss or failure in the delivery, transmission or dispatch of any Communication to you or if any Communication is not sent in accordance with this Agreement or if the content of any Communication is disclosed to any third party during transit or any matter arising from the use of the Hold Mail Service; (n) our disclosure of Customer Data in accordance with this Agreement, the DBS Privacy Policy, any Applicable Agreement and/or Applicable Law; (o) any information, advice or opinion given by us or our Personnel to you, whether or not provided at your request or relied upon; (p) any mutilation, interruption, omission, failure, error or delay in the issue or remittance of drafts or other financial instruments due to any reason whatsoever and whether arising in Singapore or elsewhere; (q) the exercise or non-exercise of any power or discretion conferred upon us under this Agreement and/or any Applicable Agreement~~; DBS Bank Ltd., Singapore 30 Co. Reg. No. 196800306E~~; (r) any Event of Force Majeure; (s) any constraint which we may face (through no fault of ours) in executing any of your Instructions; (t) any action taken or omission by us pending the completion of our updates of our records of your particulars and/or information in accordance with this Agreement, including processing your Instructions in accordance with the mandate for the time being in force or sending any Communication to your Mailing Address last known address, facsimile or email address in our records as you had directed for any Communication to be sent prior to our receipt of your written notice of change; and (u) our enforcing or attempting to enforce or protect any right, power or remedy which we may have against you pursuant to this Agreement and/or any Applicable Agreement.. DBS Bank Ltd., Singapore 30 Co. Reg. No. 196800306E 31.2 Without prejudice to the foregoing, you agree to indemnify and to hold us, our Personnel, Affiliates, Nominees and Agents harmless from and against any Losses, save for Losses arising directly from our or their gross negligence, fraud or wilful default, which we may suffer or incur in connection with any of your Investment, Transaction, Account, and/or our provision of any Service to you and/or your utilisation of the same, including any Losses arising from or in connection with: (a) us acting upon or carrying out, in good faith, any Instruction purportedly given by you or your Authorised Agent, notwithstanding that these Instructions may not be authorised, accurate or complete; (b) the operation, maintenance or closure of any of your Accounts; (c) our Communications with you by any mode of transmission; (d) (i) the collection of any cheque, bill, note, draft, dividend, warrant or other instrument presented by you for collection, (ii) the guaranteeing of any endorsement or discharge of the same and/or (iii) our acting in reliance on your guarantee of the regularity of all endorsements and authenticity of all signatures on all bills and cheques and/or financial instruments which you may present to us; (e) the use of any system or ~~electronic and non-electronic~~ means of transmission, communication, transportation or otherwise in carrying out your Instructions (including, any loss, delay, misunderstanding, mistake, distortion or duplication arising therefrom or in connection therewith); (f) our involvement (directly or otherwise) in any proceeding (whether in or out of Singapore) of whatever nature in connection with your Investments, Transactions, Account and/or any Service offered to you; (g) the preparation of any document or agreement necessary to facilitate any Investment or Transaction, or providing any Service as may be requested by you from time to time or as we deem advisable in our absolute discretion; (h) our disclosure of Customer Data in accordance with this Agreement, any Applicable Agreement and/or Applicable Law; (i) any exercise of our rights of appropriation, debit, set-off and/or consolidation of accounts in accordance with Clause 28; (j) any Event of Force Majeure; (k) where you are acting as trustee of a trust, any dispute between the beneficiaries and yourself; (l) any breach by you of any of the terms in this Agreement and/or any Applicable Agreement; and (m) enforcement or in contemplation of the enforcement or protection of any of our rights or resolution of any dispute (whether by judicial proceedings or otherwise) relating to the matters covered under this Agreement and/or any Applicable Agreement. 31.3 You acknowledge and agree that we may, from time to time, be required to make certain representations and/or warranties and/or accept sole and principal responsibility or liability to other third parties in respect of any Investment or Transaction entered into by us on your behalf. In such cases, you shall indemnify and hold us harmless against any and all actions taken by us (which we determine to be necessary, desirable or expedient) to ensure that we will not be in breach of our said principal responsibility or liability~~. DBS Bank Ltd., Singapore 31 Co. Reg. No. 196800306E~~. 31.4 The indemnities in this Clause 31 constitute a separate and independent obligation from the other obligations in this Agreement, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by us and shall continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any sum due under this Agreement or any judgment or order. For the avoidance of doubt, the indemnities in this Clause 31 shall not in any way be prejudiced or affected by the closure of any of your Accounts and/or the termination of this Agreement.. DBS Bank Ltd., Singapore 31 Co. Reg. No. 196800306E

Appears in 2 contracts

Samples: Terms and Conditions, Terms and Conditions

Indemnity and Exclusion of Liability. 31.1 Save for Losses arising directly from our gross negligence, fraud or wilful default, we shall not be responsible or liable to you for any Losses suffered or incurred by you however caused in connection with any of your Investment, Transaction, Account and/or pursuant to the Services made available to you, including any Losses arising from or in connection with: (a) your default or negligence; (b) your or your Authorised Agent’s failure to comply with or fulfil any of your obligations and/or warranties, to the extent that such breach or failure interferes directly or indirectly with our performance of our obligations under this Agreement and/or any Applicable Agreement; (c) any liability for tax or similar charges payable in connection with any Investment or Transaction or arising from the utilisation of any of the Services offered by us to you; (d) us acting upon any financial instrument, notice, resolution, request, certificate, report, or other document which we, in good faith, believed to be genuine and properly executed or any Instruction from you and/or your Authorised Agent; (e) any falsification of identity or faulty identification which could not have been detected despite us exercising due care in verifying the identity of the party we are dealing with; (f) our refusal to accept or act on any of your Instructions in accordance with this Agreement; (g) any loss or destruction of cheques and/or other financial instruments or delay in presentation thereof; (h) any debits or revisions of the amount credited to your Account; (i) any delay or failure in performing any of our duties or other obligations resulting wholly or partly from any action taken by us for the purpose of complying with Applicable Laws; (j) any irregularity, inaccuracy, omission, incorrect entry, error and/or unauthorised transaction in any Account Statement or Transaction Record or any loss of, destruction of or error in any other records save as expressly provided for in this Agreement; (k) the suspension, closure or termination of any of your Accounts or any Service made available to you or your Authorised Agent; (l) the use of postal services, facsimile, telegraph, telephone, telex, SMS, email, electronic platforms or any other electronic and non-electronic means of communications with you. (m) any delay, interception, loss or failure in the delivery, transmission or dispatch of any Communication to you or if any Communication is not sent in accordance with this Agreement or if the content of any Communication is disclosed to any third party during transit or any matter arising from the use of the Hold Mail Service; (n) our disclosure of Customer Data in accordance with this Agreement, the DBS Privacy Policy, any Applicable Agreement and/or Applicable Law;; DBS Bank Ltd., Singapore 30 Co. Reg. No. 196800306E (o) any information, advice or opinion given by us or our Personnel to you, whether or not provided at your request or relied upon; (p) any mutilation, interruption, omission, failure, error or delay in the issue or remittance of drafts or other financial instruments due to any reason whatsoever and whether arising in Singapore or elsewhere; (q) the exercise or non-exercise of any power or discretion conferred upon us under this Agreement and/or any Applicable Agreement~~; DBS Bank Ltd., Singapore 30 Co. Reg. No. 196800306E~~; (r) any Event of Force Majeure; (s) any constraint which we may face (through no fault of ours) in executing any of your Instructions; (t) any action taken or omission by us pending the completion of our updates of our records of your particulars and/or information in accordance with this Agreement, including processing your Instructions in accordance with the mandate for the time being in force or sending any Communication to your Mailing Address last known address, facsimile or email address in our records as you had directed for any Communication to be sent prior to our receipt of your written notice of change; and (u) our enforcing or attempting to enforce or protect any right, power or remedy which we may have against you pursuant to this Agreement and/or any Applicable Agreement. 31.2 Without prejudice to the foregoing, you agree to indemnify and to hold us, our Personnel, Affiliates, Nominees and Agents harmless from and against any Losses, save for Losses arising directly from our or their gross negligence, fraud or wilful default, which we may suffer or incur in connection with any of your Investment, Transaction, Account, and/or our provision of any Service to you and/or your utilisation of the same, including any Losses arising from or in connection with: (a) us acting upon or carrying out, in good faith, any Instruction purportedly given by you or your Authorised Agent, notwithstanding that these Instructions may not be authorised, accurate or complete; (b) the operation, maintenance or closure of any of your Accounts; (c) our Communications with you by any mode of transmission; (d) (i) the collection of any cheque, bill, note, draft, dividend, warrant or other instrument presented by you for collection, (ii) the guaranteeing of any endorsement or discharge of the same and/or (iii) our acting in reliance on your guarantee of the regularity of all endorsements and authenticity of all signatures on all bills and cheques and/or financial instruments which you may present to us; (e) the use of any system or electronic and non-electronic means of transmission, communication, transportation or otherwise in carrying out your Instructions (including, any loss, delay, misunderstanding, mistake, distortion or duplication arising therefrom or in connection therewith); (f) our involvement (directly or otherwise) in any proceeding (whether in or out of Singapore) of whatever nature in connection with your Investments, Transactions, Account and/or any Service offered to you; (g) the preparation of any document or agreement necessary to facilitate any Investment or Transaction, or providing any Service as may be requested by you from time to time or as we deem advisable in our absolute discretion; (h) our disclosure of Customer Data in accordance with this Agreement, any Applicable Agreement and/or Applicable Law; (i) any exercise of our rights of appropriation, debit, set-off and/or consolidation of accounts in accordance with Clause 28; (j) any Event of Force Majeure; (k) where you are acting as trustee of a trust, any dispute between the beneficiaries and yourself; (l) any breach by you of any of the terms in this Agreement and/or any Applicable Agreement; ~~and~~and DBS Bank Ltd., Singapore 31 Co. Reg. No. 196800306E (m) enforcement or in contemplation of the enforcement or protection of any of our rights or resolution of any dispute (whether by judicial proceedings or otherwise) relating to the matters covered under this Agreement and/or any Applicable Agreement. 31.3 You acknowledge and agree that we may, from time to time, be required to make certain representations and/or warranties and/or accept sole and principal responsibility or liability to other third parties in respect of any Investment or Transaction entered into by us on your behalf. In such cases, you shall indemnify and hold us harmless against any and all actions taken by us (which we determine to be necessary, desirable or expedient) to ensure that we will not be in breach of our said principal responsibility or liability~~. DBS Bank Ltd., Singapore 31 Co. Reg. No. 196800306E~~. 31.4 The indemnities in this Clause 31 constitute a separate and independent obligation from the other obligations in this Agreement, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by us and shall continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any sum due under this Agreement or any judgment or order. For the avoidance of doubt, the indemnities in this Clause 31 shall not in any way be prejudiced or affected by the closure of any of your Accounts and/or the termination of this Agreement.

Appears in 2 contracts

Samples: Terms and Conditions, Terms and Conditions

Indemnity and Exclusion of Liability. 31.1 Save for Losses arising directly from our gross negligence, fraud or wilful default, we shall not be responsible or liable to you for any Losses suffered or incurred by you however caused in connection with any of your Investment, Transaction, Account and/or pursuant to the Services made available to you, including any Losses arising from or in connection with: (a) your default or negligence; (b) your or your Authorised Agent’s failure to comply with or fulfil any of your obligations and/or warranties, to the extent that such breach or failure interferes directly or indirectly with our performance of our obligations under this Agreement and/or any Applicable Agreement; (c) any liability for tax or similar charges payable in connection with any Investment or Transaction or arising from the utilisation of any of the Services offered by us to you; (d) us acting upon any financial instrument, notice, resolution, request, certificate, report, or other document which we, in good faith, believed to be genuine and properly executed or any Instruction from you and/or your Authorised Agent; (e) any falsification of identity or faulty identification which could not have been detected despite us exercising due care in verifying the identity of the party we are dealing with; (f) our refusal to accept or act on any of your Instructions in accordance with this Agreement; (g) any loss or destruction of cheques and/or other financial instruments or delay in presentation thereof; (h) any debits or revisions of the amount credited to your Account; (i) any delay or failure in performing any of our duties or other obligations resulting wholly or partly from any action taken by us for the purpose of complying with Applicable Laws; (j) any irregularity, inaccuracy, omission, incorrect entry, error and/or unauthorised transaction in any Account Statement or Transaction Record or any loss of, destruction of or error in any other records save as expressly provided for in this Agreement; (k) the suspension, closure or termination of any of your Accounts or any Service made available to you or your Authorised Agent; (l) the use of postal services, facsimile, telegraph, telephone, telex, SMS, email, electronic platforms or any other electronic and non-electronic means of communications with you. (m) any delay, interception, loss or failure in the delivery, transmission or dispatch of any Communication to you or if any Communication is not sent in accordance with this Agreement or if the content of any Communication is disclosed to any third party during transit or any matter arising from the use of the Hold Mail Service; (n) our disclosure of Customer Data in accordance with this Agreement, the DBS Privacy Policy, any Applicable Agreement and/or Applicable Law; (o) any information, advice or opinion given by us or our Personnel to you, whether or not provided at your request or relied upon; (p) any mutilation, interruption, omission, failure, error or delay in the issue or remittance of drafts or other financial instruments due to any reason whatsoever and whether arising in Singapore or elsewhere; (q) the exercise or non-exercise of any power or discretion conferred upon us under this Agreement and/or any Applicable Agreement; (r) any Event of Force Majeure; DBS Bank Ltd., Singapore 30 Co. Reg. No. 196800306E ~~(r) any Event of Force Majeure;~~ (s) any constraint which we may face (through no fault of ours) in executing any of your Instructions; (t) any action taken or omission by us pending the completion of our updates of our records of your particulars and/or information in accordance with this Agreement, including processing your Instructions in accordance with the mandate for the time being in force or sending any Communication to your Mailing Address last known address, facsimile or email address in our records as you had directed for any Communication to be sent prior to our receipt of your written notice of change; and (u) our enforcing or attempting to enforce or protect any right, power or remedy which we may have against you pursuant to this Agreement and/or any Applicable Agreement. 31.2 Without prejudice to the foregoing, you agree to indemnify and to hold us, our Personnel, Affiliates, Nominees and Agents harmless from and against any Losses, save for Losses arising directly from our or their gross negligence, fraud or wilful default, which we may suffer or incur in connection with any of your Investment, Transaction, Account, and/or our provision of any Service to you and/or your utilisation of the same, including any Losses arising from or in connection with: (a) us acting upon or carrying out, in good faith, any Instruction purportedly given by you or your Authorised Agent, notwithstanding that these Instructions may not be authorised, accurate or complete; (b) the operation, maintenance or closure of any of your Accounts; (c) our Communications with you by any mode of transmission; (d) (i) the collection of any cheque, bill, note, draft, dividend, warrant or other instrument presented by you for collection, (ii) the guaranteeing of any endorsement or discharge of the same and/or (iii) our acting in reliance on your guarantee of the regularity of all endorsements and authenticity of all signatures on all bills and cheques and/or financial instruments which you may present to us; (e) the use of any system or electronic and non-electronic means of transmission, communication, transportation or otherwise in carrying out your Instructions (including, any loss, delay, misunderstanding, mistake, distortion or duplication arising therefrom or in connection therewith); (f) our involvement (directly or otherwise) in any proceeding (whether in or out of Singapore) of whatever nature in connection with your Investments, Transactions, Account and/or any Service offered to you; (g) the preparation of any document or agreement necessary to facilitate any Investment or Transaction, or providing any Service as may be requested by you from time to time or as we deem advisable in our absolute discretion; (h) our disclosure of Customer Data in accordance with this Agreement, any Applicable Agreement and/or Applicable Law; (i) any exercise of our rights of appropriation, debit, set-off and/or consolidation of accounts in accordance with Clause 28; (j) any Event of Force Majeure; (k) where you are acting as trustee of a trust, any dispute between the beneficiaries and yourself; (l) any breach by you of any of the terms in this Agreement and/or any Applicable Agreement; and (m) enforcement or in contemplation of the enforcement or protection of any of our rights or resolution of any dispute (whether by judicial proceedings or otherwise) relating to the matters covered under this Agreement and/or any Applicable Agreement. 31.3 You acknowledge and agree that we may, from time to time, be required to make certain representations and/or warranties and/or accept sole and principal responsibility or liability to other third parties in respect of any Investment or Transaction entered into by us on your behalf. In such cases, you shall indemnify and hold us harmless against any and all actions taken by us (which we determine to be necessary, desirable or expedient) to ensure that we will not be in breach of our said principal responsibility or liability. DBS Bank Ltd., Singapore 31 Co. Reg. No. 196800306E 31.4 The indemnities in this Clause 31 constitute a separate and independent obligation from the other obligations in this Agreement, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by us and shall continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any sum due under this Agreement or any judgment or order. For the avoidance of doubt, the indemnities in this Clause 31 shall not in any way be prejudiced or affected by the closure of any of your Accounts and/or the termination of this Agreement.

Appears in 2 contracts

Samples: Terms and Conditions, Terms and Conditions

Indemnity and Exclusion of Liability. ~~31.1 Save~~ Indemnity 1. You indemnify us against any liability or loss (including consequential losses) arising from, and any Costs incurred in connection with: a) us acting in connection with the Terms and Conditions or any Contract or Order in good faith on fax, telephone, email or written instructions purporting to originate from your offices or to be given by an Authorised Person; or b) an Event of Default; or c) your breach of these Terms and Conditions; d) the Terms and Conditions or any Contract or Order; or e) us acting in accordance with any direction, request or requirement of any regulatory authority or government body; You agree to pay amounts due under this indemnity on demand from us 2. This indemnity survives any termination of the Terms and Conditions and any Transaction under these Terms and Conditions. 3. We are not liable for ~~Losses arising directly from our gross negligence, fraud~~ indirect losses which occur as a side effect of the main loss and damage which are not foreseeable by you and us. We are not liable to you for losses which you incur which are foreseeable by us for the reason that you have communicated the possibility of such losses or ~~wilful default, we shall~~ any special circumstances to us. 4. We are not ~~be responsible or~~ liable to you for any ~~Losses~~ loss of profit or opportunity. 5. We are not liable for loss or Costs caused by: a) any action we may take under these Terms and Conditions, so long as we act with the terms of its provisions and in particular act reasonable where required to do so; any claim, loss, expense, cost or liability suffered or incurred by you however caused in connection with any of your Investment, Transaction, Account and/or pursuant to the Services made available to you, including any Losses arising from or in connection with: (a) your default or negligence; (b) your or your Authorised Agent’s failure to comply with or fulfil any of your obligations and/or warranties, except to the extent that such ~~breach~~ a loss, expense, cost or ~~failure interferes directly or indirectly with our performance~~ liability is suffered as a result of our ~~obligations under this Agreement and/or any Applicable Agreement~~breach of these Terms and Conditions, negligence or wilful default; (c) any liability for tax or similar charges payable in connection with any Investment or Transaction or arising from the utilisation of any of the Services offered by us to you; (d) us acting upon any financial instrument, notice, resolution, request, certificate, report, or other document which we, in good faith, believed to be genuine and properly executed or any Instruction from you and/or your Authorised Agent; (e) any falsification of identity or faulty identification which could not have been detected despite us exercising due care in verifying the identity of the party we are dealing with; (f) our refusal to accept or act on any of your Instructions in accordance with this Agreement; (g) any loss or destruction of cheques and/or other financial instruments or delay in presentation thereof; (h) any debits or revisions of the amount credited to your Account; (i) any delay or failure in performing any of our duties or other obligations resulting wholly or partly from any action taken by us for the purpose of complying with Applicable Laws; (j) any irregularity, inaccuracy, omission, incorrect entry, error and/or unauthorised transaction in any Account Statement or Transaction Record or any loss of, destruction of or error in any other records save as expressly provided for in this Agreement; (k) the suspension, closure or termination of any of your Accounts or any Service made available to you or your Authorised Agent; (l) the use of postal services, facsimile, telegraph, telephone, telex, SMS, email, electronic platforms or any other electronic and non-electronic means of communications with you. (m) any delay, interception, loss or failure in the delivery, transmission or dispatch of any Communication to you or if any Communication is not sent in accordance with this Agreement or if the content of any Communication is disclosed to any third party during transit or any matter arising from the use of the Hold Mail Service; (n) our disclosure of Customer Data in accordance with this Agreement, the DBS Privacy Policy, any Applicable Agreement and/or Applicable Law; (o) any information, advice or opinion given by us or our Personnel to you, whether or not provided at your request or relied upon; (p) any mutilation, interruption, omission, failure, error or delay in the issue or remittance of drafts or other financial instruments due to any reason whatsoever and whether arising in Singapore or elsewhere; (qb) the exercise or ~~non-~~attempted exercise ~~of any power~~ of, failure to exercise, or ~~discretion conferred upon us~~ delay in exercising, a right or remedy under ~~this Agreement and/or any Applicable Agreement; DBS Bank Ltd., Singapore 30 Co. Reg. No. 196800306E (r) any Event of Force Majeure~~the Terms and Conditions; (sc) ~~any constraint which we may face (through no fault of ours)~~ not accepting or your Orders or delay in ~~executing any of~~ accepting your ~~Instructions~~Orders; (t) any action taken or omission by us pending the completion of our updates of our records of your particulars and/or information in accordance with this Agreement, including processing your Instructions in accordance with the mandate for the time being in force or sending any Communication to your Mailing Address last known address, facsimile or email address in our records as you had directed for any Communication to be sent prior to our receipt of your written notice of change; and (u) our enforcing or attempting to enforce or protect any right, power or remedy which we may have against you pursuant to this Agreement and/or any Applicable Agreement. 31.2 Without prejudice to the foregoing, you agree to indemnify and to hold us, our Personnel, Affiliates, Nominees and Agents harmless from and against any Losses, save for Losses arising directly from our or their gross negligence, fraud or wilful default, which we may suffer or incur in connection with any of your Investment, Transaction, Account, and/or our provision of any Service to you and/or your utilisation of the same, including any Losses arising from or in connection with: (a) us acting upon or carrying out, in good faith, any Instruction purportedly given by you or your Authorised Agent, notwithstanding that these Instructions may not be authorised, accurate or complete; (b) the operation, maintenance or closure of any of your Accounts; (c) our Communications with you by any mode of transmission; (d) ~~(i)~~ not designating or delay in designating amounts as either Actual Margin or Free Balance on the collection of any cheque, bill, note, draft, dividend, warrant or other instrument presented by you for collection, (ii) the guaranteeing of any endorsement or discharge of the same and/or (iii) our acting in reliance on your guarantee of the regularity of all endorsements and authenticity of all signatures on all bills and cheques and/or financial instruments which you may present to us; (e) the use of any system or electronic and non-electronic means of transmission, communication, transportation or otherwise in carrying out your Instructions (including, any loss, delay, misunderstanding, mistake, distortion or duplication arising therefrom or in connection therewith); (f) our involvement (directly or otherwise) in any proceeding (whether in or out of Singapore) of whatever nature in connection with your Investments, Transactions, Account and/or any Service offered to you; (g) the preparation of any document or agreement necessary to facilitate any Investment or Transaction, or providing any Service as may be requested by you from time to time or as we deem advisable in our absolute discretion; (h) our disclosure of Customer Data in accordance with this Agreement, any Applicable Agreement and/or Applicable Law; (i) any exercise of our rights of appropriation, debit, set-off and/or consolidation of accounts in accordance with Clause 28; (j) any Event of Force Majeure; (k) where you are acting as trustee of a trust, any dispute between the beneficiaries and yourself; (l) any breach by you of any of the terms in this Agreement and/or any Applicable Agreement; and (m) enforcement or in contemplation of the enforcement or protection of any of our rights or resolution of any dispute (whether by judicial proceedings or otherwise) relating to the matters covered under this Agreement and/or any Applicable AgreementAccount. 31.3 You acknowledge and agree that we may, from time to time, be required to make certain representations and/or warranties and/or accept sole and principal responsibility or liability to other third parties in respect of any Investment or Transaction entered into by us on your behalf. In such cases, you shall indemnify and hold us harmless against any and all actions taken by us (which we determine to be necessary, desirable or expedient) to ensure that we will not be in breach of our said principal responsibility or liability. DBS Bank Ltd., Singapore 31 Co. Reg. No. 196800306E 31.4 The indemnities in this Clause 31 constitute a separate and independent obligation from the other obligations in this Agreement, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by us and shall continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any sum due under this Agreement or any judgment or order. For the avoidance of doubt, the indemnities in this Clause 31 shall not in any way be prejudiced or affected by the closure of any of your Accounts and/or the termination of this Agreement.

Appears in 2 contracts

Samples: Client Agreement, Client Agreement

Indemnity and Exclusion of Liability. ~~31.1 Save~~ Indemnity 17.1 You indemnify us against any liability or loss (including consequential losses) arising from, and any Costs incurred in connection with: a) us acting in connection with the Terms and Conditions or any Contract or Order in good faith on fax, telephone, email or written instructions purporting to originate from your offices or to be given by an Authorised Person; or b) an Event of Default; or c) your breach of these Terms and Conditions; d) the Agreement or any Contract or Order; or e) us acting in accordance with any direction, request or requirement of any regulatory authority or government body. You agree to pay amounts due under this indemnity on demand from us. 17.2 This indemnity survives any termination of the Agreement. 17.3 We are not liable for ~~Losses arising directly from our gross negligence, fraud~~ indirect losses which occur as a side effect of the main loss and damage which are not foreseeable by you and us. We are not liable to you for losses which you incur which are foreseeable by us for the reason that you have communicated the possibility of such losses or ~~wilful default, we shall~~ any special circumstances to us. 17.4 We are not ~~be responsible or~~ liable to you for any ~~Losses~~ loss of profit or opportunity. 17.5 We are not liable for loss or Costs caused by: a) any action we may take under these Terms and Conditions, so long as we act with the terms of its provisions and in particular act reasonable where required to do so; any claim, loss, expense, cost or liability suffered or incurred by you however caused in connection with any of your Investment, Transaction, Account and/or pursuant to the Services made available to you, including any Losses arising from or in connection with: (a) your default or negligence; (b) your or your Authorised Agent’s failure to comply with or fulfil any of your obligations and/or warranties, except to the extent that such ~~breach~~ a loss, expense, cost or ~~failure interferes directly or indirectly with our performance~~ liability is suffered as a result of our ~~obligations under this Agreement and/or any Applicable Agreement~~breach of these Terms and Conditions, negligence or wilful default; (c) any liability for tax or similar charges payable in connection with any Investment or Transaction or arising from the utilisation of any of the Services offered by us to you; (d) us acting upon any financial instrument, notice, resolution, request, certificate, report, or other document which we, in good faith, believed to be genuine and properly executed or any Instruction from you and/or your Authorised Agent; (e) any falsification of identity or faulty identification which could not have been detected despite us exercising due care in verifying the identity of the party we are dealing with; (f) our refusal to accept or act on any of your Instructions in accordance with this Agreement; (g) any loss or destruction of cheques and/or other financial instruments or delay in presentation thereof; (h) any debits or revisions of the amount credited to your Account; (i) any delay or failure in performing any of our duties or other obligations resulting wholly or partly from any action taken by us for the purpose of complying with Applicable Laws; (j) any irregularity, inaccuracy, omission, incorrect entry, error and/or unauthorised transaction in any Account Statement or Transaction Record or any loss of, destruction of or error in any other records save as expressly provided for in this Agreement; (k) the suspension, closure or termination of any of your Accounts or any Service made available to you or your Authorised Agent; (l) the use of postal services, facsimile, telegraph, telephone, telex, SMS, email, electronic platforms or any other electronic and non-electronic means of communications with you. (m) any delay, interception, loss or failure in the delivery, transmission or dispatch of any Communication to you or if any Communication is not sent in accordance with this Agreement or if the content of any Communication is disclosed to any third party during transit or any matter arising from the use of the Hold Mail Service; (n) our disclosure of Customer Data in accordance with this Agreement, the DBS Privacy Policy, any Applicable Agreement and/or Applicable Law; (o) any information, advice or opinion given by us or our Personnel to you, whether or not provided at your request or relied upon; (p) any mutilation, interruption, omission, failure, error or delay in the issue or remittance of drafts or other financial instruments due to any reason whatsoever and whether arising in Singapore or elsewhere; (qb) the exercise or ~~non-~~attempted exercise ~~of any power~~ of, failure to exercise, or ~~discretion conferred upon us~~ delay in exercising, a right or remedy under ~~this Agreement and/or any Applicable Agreement; DBS Bank Ltd., Singapore 30 Co. Reg. No. 196800306E (r) any Event of Force Majeure~~the Terms and Conditions; (sc) ~~any constraint which we may face (through no fault of ours)~~ not accepting or your Orders or delay in ~~executing any of~~ accepting your ~~Instructions~~Orders; (t) any action taken or omission by us pending the completion of our updates of our records of your particulars and/or information in accordance with this Agreement, including processing your Instructions in accordance with the mandate for the time being in force or sending any Communication to your Mailing Address last known address, facsimile or email address in our records as you had directed for any Communication to be sent prior to our receipt of your written notice of change; and (u) our enforcing or attempting to enforce or protect any right, power or remedy which we may have against you pursuant to this Agreement and/or any Applicable Agreement. 31.2 Without prejudice to the foregoing, you agree to indemnify and to hold us, our Personnel, Affiliates, Nominees and Agents harmless from and against any Losses, save for Losses arising directly from our or their gross negligence, fraud or wilful default, which we may suffer or incur in connection with any of your Investment, Transaction, Account, and/or our provision of any Service to you and/or your utilisation of the same, including any Losses arising from or in connection with: (a) us acting upon or carrying out, in good faith, any Instruction purportedly given by you or your Authorised Agent, notwithstanding that these Instructions may not be authorised, accurate or complete; (b) the operation, maintenance or closure of any of your Accounts; (c) our Communications with you by any mode of transmission; (d) ~~(i)~~ not designating or delay in designating amounts as either Actual Margin or Free Balance on the collection of any cheque, bill, note, draft, dividend, warrant or other instrument presented by you for collection, (ii) the guaranteeing of any endorsement or discharge of the same and/or (iii) our acting in reliance on your guarantee of the regularity of all endorsements and authenticity of all signatures on all bills and cheques and/or financial instruments which you may present to us; (e) the use of any system or electronic and non-electronic means of transmission, communication, transportation or otherwise in carrying out your Instructions (including, any loss, delay, misunderstanding, mistake, distortion or duplication arising therefrom or in connection therewith); (f) our involvement (directly or otherwise) in any proceeding (whether in or out of Singapore) of whatever nature in connection with your Investments, Transactions, Account and/or any Service offered to you; (g) the preparation of any document or agreement necessary to facilitate any Investment or Transaction, or providing any Service as may be requested by you from time to time or as we deem advisable in our absolute discretion; (h) our disclosure of Customer Data in accordance with this Agreement, any Applicable Agreement and/or Applicable Law; (i) any exercise of our rights of appropriation, debit, set-off and/or consolidation of accounts in accordance with Clause 28; (j) any Event of Force Majeure; (k) where you are acting as trustee of a trust, any dispute between the beneficiaries and yourself; (l) any breach by you of any of the terms in this Agreement and/or any Applicable Agreement; and (m) enforcement or in contemplation of the enforcement or protection of any of our rights or resolution of any dispute (whether by judicial proceedings or otherwise) relating to the matters covered under this Agreement and/or any Applicable AgreementAccount. 31.3 You acknowledge and agree that we may, from time to time, be required to make certain representations and/or warranties and/or accept sole and principal responsibility or liability to other third parties in respect of any Investment or Transaction entered into by us on your behalf. In such cases, you shall indemnify and hold us harmless against any and all actions taken by us (which we determine to be necessary, desirable or expedient) to ensure that we will not be in breach of our said principal responsibility or liability. DBS Bank Ltd., Singapore 31 Co. Reg. No. 196800306E 31.4 The indemnities in this Clause 31 constitute a separate and independent obligation from the other obligations in this Agreement, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by us and shall continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any sum due under this Agreement or any judgment or order. For the avoidance of doubt, the indemnities in this Clause 31 shall not in any way be prejudiced or affected by the closure of any of your Accounts and/or the termination of this Agreement.

Appears in 2 contracts

Samples: Contract for Difference, Client Agreement

Indemnity and Exclusion of Liability. ~~31.1 Save for Losses arising directly from~~ Indemnity 9.1 You irrevocably and unconditionally agree to continuously indemnify us and hold harmless us and our ~~gross negligence~~directors, ~~fraud~~ officers, employees, agents and representatives, against any liability or ~~wilful default~~loss (including consequential losses), ~~we shall not~~ taxes, expenses, damages, charges, receipts, demands and expenses of any nature and on any account and liabilities present, future, contingent or otherwise and including legal fees on a full indemnity basis which may be ~~responsible or liable to you for any Losses~~ suffered or incurred ~~by you however caused in connection with any of your Investment~~or brought against us arising from, ~~Transaction, Account and/or pursuant to the Services made available to you, including any Losses arising from~~ or in connection with: (a) ~~your default~~ any representation or ~~negligence~~warranty given by you being incorrect, misleading or untrue, or any error in any order or instruction which is, or appears to be, from an Authorised Person; (b) ~~your or your Authorised Agent’s~~ any failure to ~~comply with~~ provide any such information in a timely manner or ~~fulfil~~ at all by you; c) any action or inaction which Finexia Securities or any of ~~your obligations and/or warranties~~Finexia Securities’ affiliates may take or omit to take in connection with the Accounts or pursuant to the Client Agreement (except for any willful misconduct on its part); d) any act or omission of you (whether or not constituting a breach of any provision contained in the entire Client Agreement); or e) us acting in accordance with any direction, request or requirement of any regulatory authority or government body; You agree to pay amounts due under this indemnity on demand from us. 9.2 This indemnity survives any termination of the Client Agreement and any transaction under the Client Agreement. 9.3 We are not liable for indirect losses which occur as a side effect of the main loss and damage which are not foreseeable by you and us. We are not liable to you for losses which you incur which are foreseeable by us for the reason that you have communicated the possibility of such losses or any special circumstances to us. 9.4 We are not liable to you for any loss of profit or opportunity. 9.5 Subject to any laws restricting us from limiting our liability, and to the maximum extent permitted by those laws, we are not liable for: a) any action we may take under the Client Agreement, so long as we act within the terms of its provisions and in particular act reasonably where required to do so; b) any claim, loss, expense, cost or liability suffered or incurred by you except to the extent that such ~~breach~~ a loss, expense, cost or ~~failure interferes directly or indirectly with our performance~~ liability is suffered as a result of our obligations under this Agreement and/or any Applicable Agreement; (c) any liability for tax or similar charges payable in connection with any Investment or Transaction or arising from the utilisation of any breach of the Services offered by us to you; (d) us acting upon any financial instrument, notice, resolution, request, certificate, report, or other document which we, in good faith, believed to be genuine and properly executed or any Instruction from you and/or your Authorised Agent; (e) any falsification of identity or faulty identification which could not have been detected despite us exercising due care in verifying the identity of the party we are dealing with; (f) our refusal to accept or act on any of your Instructions in accordance with this Agreement; (g) any loss or destruction of cheques and/or other financial instruments or delay in presentation thereof; (h) any debits or revisions of the amount credited to your Account; (i) any delay or failure in performing any of our duties or other obligations resulting wholly or partly from any action taken by us for the purpose of complying with Applicable Laws; (j) any irregularity, inaccuracy, omission, incorrect entry, error and/or unauthorised transaction in any Account Statement or Transaction Record or any loss of, destruction of or error in any other records save as expressly provided for in this Agreement; (k) the suspension, closure or termination of any of your Accounts or any Service made available to you or your Authorised Agent; (l) the use of postal services, facsimile, telegraph, telephone, telex, SMS, email, electronic platforms or any other electronic and non-electronic means of communications with you. (m) any delay, interception, loss or failure in the delivery, transmission or dispatch of any Communication to you or if any Communication is not sent in accordance with this Client Agreement or ~~if the content of any Communication is disclosed to any third party during transit or any matter arising from the use of the Hold Mail Service;~~willful default; and (n) our disclosure of Customer Data in accordance with this Agreement, the DBS Privacy Policy, any Applicable Agreement and/or Applicable Law; (o) any information, advice or opinion given by us or our Personnel to you, whether or not provided at your request or relied upon; (p) any mutilation, interruption, omission, failure, error or delay in the issue or remittance of drafts or other financial instruments due to any reason whatsoever and whether arising in Singapore or elsewhere; (qc) the exercise or ~~non-~~attempted exercise ~~of any power~~ of, failure to exercise, or ~~discretion conferred upon us under this Agreement and/or any Applicable Agreement; DBS Bank Ltd.~~delay in exercising, Singapore 30 Co. Reg. No. 196800306E (r) any Event of Force Majeure; (s) any constraint which we may face (through no fault of ours) in executing any of your Instructions; (t) any action taken or omission by us pending the completion of our updates of our records of your particulars and/or information in accordance with this Agreement, including processing your Instructions in accordance with the mandate for the time being in force or sending any Communication to your Mailing Address last known address, facsimile or email address in our records as you had directed for any Communication to be sent prior to our receipt of your written notice of change; and (u) our enforcing or attempting to enforce or protect any right, power a right or remedy ~~which we may have against you pursuant to this Agreement and/or any Applicable~~ under the Client Agreement. 31.2 Without prejudice to the foregoing, you agree to indemnify and to hold us, our Personnel, Affiliates, Nominees and Agents harmless from and against any Losses, save for Losses arising directly from our or their gross negligence, fraud or wilful default, which we may suffer or incur in connection with any of your Investment, Transaction, Account, and/or our provision of any Service to you and/or your utilisation of the same, including any Losses arising from or in connection with: (a) us acting upon or carrying out, in good faith, any Instruction purportedly given by you or your Authorised Agent, notwithstanding that these Instructions may not be authorised, accurate or complete; (b) the operation, maintenance or closure of any of your Accounts; (c) our Communications with you by any mode of transmission; (d) (i) the collection of any cheque, bill, note, draft, dividend, warrant or other instrument presented by you for collection, (ii) the guaranteeing of any endorsement or discharge of the same and/or (iii) our acting in reliance on your guarantee of the regularity of all endorsements and authenticity of all signatures on all bills and cheques and/or financial instruments which you may present to us; (e) the use of any system or electronic and non-electronic means of transmission, communication, transportation or otherwise in carrying out your Instructions (including, any loss, delay, misunderstanding, mistake, distortion or duplication arising therefrom or in connection therewith); (f) our involvement (directly or otherwise) in any proceeding (whether in or out of Singapore) of whatever nature in connection with your Investments, Transactions, Account and/or any Service offered to you; (g) the preparation of any document or agreement necessary to facilitate any Investment or Transaction, or providing any Service as may be requested by you from time to time or as we deem advisable in our absolute discretion; (h) our disclosure of Customer Data in accordance with this Agreement, any Applicable Agreement and/or Applicable Law; (i) any exercise of our rights of appropriation, debit, set-off and/or consolidation of accounts in accordance with Clause 28; (j) any Event of Force Majeure; (k) where you are acting as trustee of a trust, any dispute between the beneficiaries and yourself; (l) any breach by you of any of the terms in this Agreement and/or any Applicable Agreement; and (m) enforcement or in contemplation of the enforcement or protection of any of our rights or resolution of any dispute (whether by judicial proceedings or otherwise) relating to the matters covered under this Agreement and/or any Applicable Agreement. 31.3 You acknowledge and agree that we may, from time to time, be required to make certain representations and/or warranties and/or accept sole and principal responsibility or liability to other third parties in respect of any Investment or Transaction entered into by us on your behalf. In such cases, you shall indemnify and hold us harmless against any and all actions taken by us (which we determine to be necessary, desirable or expedient) to ensure that we will not be in breach of our said principal responsibility or liability. DBS Bank Ltd., Singapore 31 Co. Reg. No. 196800306E 31.4 The indemnities in this Clause 31 constitute a separate and independent obligation from the other obligations in this Agreement, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by us and shall continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any sum due under this Agreement or any judgment or order. For the avoidance of doubt, the indemnities in this Clause 31 shall not in any way be prejudiced or affected by the closure of any of your Accounts and/or the termination of this Agreement.

Appears in 1 contract

Samples: Client Agreement

Indemnity and Exclusion of Liability. ~~31.1 Save for Losses arising directly from~~ Indemnity 9.1 You irrevocably and unconditionally agree to continuously indemnify us and hold harmless us and our ~~gross negligence~~directors, ~~fraud~~ officers, employees, agents and representatives, against any liability or ~~wilful default~~loss (including consequential losses), ~~we shall not~~ taxes, expenses, damages, charges, receipts, demands and expenses of any nature and on any account and liabilities present, future, contingent or otherwise and including legal fees on a full indemnity basis which may be ~~responsible or liable to you for any Losses~~ suffered or incurred ~~by you however caused in connection with any of your Investment~~or brought against us arising from, ~~Transaction, Account and/or pursuant to the Services made available to you, including any Losses arising from~~ or in connection with: (a) ~~your default~~ any representation or ~~negligence~~warranty given by you being incorrect, misleading or untrue, or any error in any order or instruction which is, or appears to be, from an Authorised Person; (b) ~~your or your Authorised Agent’s~~ any failure to ~~comply with~~ provide any such information in a timely manner or ~~fulfil~~ at all by you; c) any action or inaction which Pinnacle Securities or any of ~~your obligations and/or warranties~~Pinnacle Securities’ affiliates may take or omit to take in connection with the Accounts or pursuant to the Client Agreement (except for any willful misconduct on its part); d) any act or omission of you (whether or not constituting a breach of any provision contained in the entire Client Agreement); or e) us acting in accordance with any direction, request or requirement of any regulatory authority or government body; You agree to pay amounts due under this indemnity on demand from us. 9.2 This indemnity survives any termination of the Client Agreement and any transaction under the Client Agreement. 9.3 We are not liable for indirect losses which occur as a side effect of the main loss and damage which are not foreseeable by you and us. We are not liable to you for losses which you incur which are foreseeable by us for the reason that you have communicated the possibility of such losses or any special circumstances to us. 9.4 We are not liable to you for any loss of profit or opportunity. 9.5 Subject to any laws restricting us from limiting our liability, and to the maximum extent permitted by those laws, we are not liable for: a) any action we may take under the Client Agreement, so long as we act within the terms of its provisions and in particular act reasonably where required to do so; b) any claim, loss, expense, cost or liability suffered or incurred by you except to the extent that such ~~breach~~ a loss, expense, cost or ~~failure interferes directly or indirectly with our performance~~ liability is suffered as a result of our obligations under this Agreement and/or any Applicable Agreement; (c) any liability for tax or similar charges payable in connection with any Investment or Transaction or arising from the utilisation of any breach of the Services offered by us to you; (d) us acting upon any financial instrument, notice, resolution, request, certificate, report, or other document which we, in good faith, believed to be genuine and properly executed or any Instruction from you and/or your Authorised Agent; (e) any falsification of identity or faulty identification which could not have been detected despite us exercising due care in verifying the identity of the party we are dealing with; (f) our refusal to accept or act on any of your Instructions in accordance with this Agreement; (g) any loss or destruction of cheques and/or other financial instruments or delay in presentation thereof; (h) any debits or revisions of the amount credited to your Account; (i) any delay or failure in performing any of our duties or other obligations resulting wholly or partly from any action taken by us for the purpose of complying with Applicable Laws; (j) any irregularity, inaccuracy, omission, incorrect entry, error and/or unauthorised transaction in any Account Statement or Transaction Record or any loss of, destruction of or error in any other records save as expressly provided for in this Agreement; (k) the suspension, closure or termination of any of your Accounts or any Service made available to you or your Authorised Agent; (l) the use of postal services, facsimile, telegraph, telephone, telex, SMS, email, electronic platforms or any other electronic and non-electronic means of communications with you. (m) any delay, interception, loss or failure in the delivery, transmission or dispatch of any Communication to you or if any Communication is not sent in accordance with this Client Agreement or ~~if the content of any Communication is disclosed to any third party during transit or any matter arising from the use of the Hold Mail Service;~~willful default; and (n) our disclosure of Customer Data in accordance with this Agreement, the DBS Privacy Policy, any Applicable Agreement and/or Applicable Law; (o) any information, advice or opinion given by us or our Personnel to you, whether or not provided at your request or relied upon; (p) any mutilation, interruption, omission, failure, error or delay in the issue or remittance of drafts or other financial instruments due to any reason whatsoever and whether arising in Singapore or elsewhere; (qc) the exercise or ~~non-~~attempted exercise ~~of any power~~ of, failure to exercise, or ~~discretion conferred upon us under this Agreement and/or any Applicable Agreement; DBS Bank Ltd.~~delay in exercising, Singapore 30 Co. Reg. No. 196800306E (r) any Event of Force Majeure; (s) any constraint which we may face (through no fault of ours) in executing any of your Instructions; (t) any action taken or omission by us pending the completion of our updates of our records of your particulars and/or information in accordance with this Agreement, including processing your Instructions in accordance with the mandate for the time being in force or sending any Communication to your Mailing Address last known address, facsimile or email address in our records as you had directed for any Communication to be sent prior to our receipt of your written notice of change; and (u) our enforcing or attempting to enforce or protect any right, power a right or remedy ~~which we may have against you pursuant to this Agreement and/or any Applicable~~ under the Client Agreement. 31.2 Without prejudice to the foregoing, you agree to indemnify and to hold us, our Personnel, Affiliates, Nominees and Agents harmless from and against any Losses, save for Losses arising directly from our or their gross negligence, fraud or wilful default, which we may suffer or incur in connection with any of your Investment, Transaction, Account, and/or our provision of any Service to you and/or your utilisation of the same, including any Losses arising from or in connection with: (a) us acting upon or carrying out, in good faith, any Instruction purportedly given by you or your Authorised Agent, notwithstanding that these Instructions may not be authorised, accurate or complete; (b) the operation, maintenance or closure of any of your Accounts; (c) our Communications with you by any mode of transmission; (d) (i) the collection of any cheque, bill, note, draft, dividend, warrant or other instrument presented by you for collection, (ii) the guaranteeing of any endorsement or discharge of the same and/or (iii) our acting in reliance on your guarantee of the regularity of all endorsements and authenticity of all signatures on all bills and cheques and/or financial instruments which you may present to us; (e) the use of any system or electronic and non-electronic means of transmission, communication, transportation or otherwise in carrying out your Instructions (including, any loss, delay, misunderstanding, mistake, distortion or duplication arising therefrom or in connection therewith); (f) our involvement (directly or otherwise) in any proceeding (whether in or out of Singapore) of whatever nature in connection with your Investments, Transactions, Account and/or any Service offered to you; (g) the preparation of any document or agreement necessary to facilitate any Investment or Transaction, or providing any Service as may be requested by you from time to time or as we deem advisable in our absolute discretion; (h) our disclosure of Customer Data in accordance with this Agreement, any Applicable Agreement and/or Applicable Law; (i) any exercise of our rights of appropriation, debit, set-off and/or consolidation of accounts in accordance with Clause 28; (j) any Event of Force Majeure; (k) where you are acting as trustee of a trust, any dispute between the beneficiaries and yourself; (l) any breach by you of any of the terms in this Agreement and/or any Applicable Agreement; and (m) enforcement or in contemplation of the enforcement or protection of any of our rights or resolution of any dispute (whether by judicial proceedings or otherwise) relating to the matters covered under this Agreement and/or any Applicable Agreement. 31.3 You acknowledge and agree that we may, from time to time, be required to make certain representations and/or warranties and/or accept sole and principal responsibility or liability to other third parties in respect of any Investment or Transaction entered into by us on your behalf. In such cases, you shall indemnify and hold us harmless against any and all actions taken by us (which we determine to be necessary, desirable or expedient) to ensure that we will not be in breach of our said principal responsibility or liability. DBS Bank Ltd., Singapore 31 Co. Reg. No. 196800306E 31.4 The indemnities in this Clause 31 constitute a separate and independent obligation from the other obligations in this Agreement, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by us and shall continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any sum due under this Agreement or any judgment or order. For the avoidance of doubt, the indemnities in this Clause 31 shall not in any way be prejudiced or affected by the closure of any of your Accounts and/or the termination of this Agreement.

Appears in 1 contract

Samples: Client Agreement

Indemnity and Exclusion of Liability. ~~31.1 Save~~ Indemnity 17.1. You indemnify us against any liability or loss (including consequential losses) arising from, and any Costs incurred in connection with: a. us acting in connection with the Terms and Conditions or any Contract or Order in good faith on fax, telephone, email or written instructions purporting to originate from your offices or to be given by an Authorised Person; or b. an Event of Default; or c. your breach of these Terms and Conditions; d. the Agreement or any Contract or Order; or e. us acting in accordance with any direction, request or requirement of any regulatory authority or government body f. You agree to pay amounts due under this indemnity on demand from us 17.2. This indemnity survives any termination of the Agreement 17.3. We are not liable for ~~Losses arising directly from our gross negligence, fraud~~ indirect losses which occur as a side effect of the main loss and damage which are not foreseeable by you and us. We are not liable to you for losses which you incur which are foreseeable by us for the reason that you have communicated the possibility of such losses or ~~wilful default, we shall~~ any special circumstances to us. 17.4. We are not ~~be responsible or~~ liable to you for any ~~Losses~~ loss of profit or opportunity. 17.5. We are not liable for loss or Costs caused by: a. any action we may take under these Terms and Conditions, so long as we act with the terms of its provisions and in particular act reasonable where required to do so; any claim, loss, expense, cost or liability suffered or incurred by you however caused in connection with any of your Investment, Transaction, Account and/or pursuant to the Services made available to you, including any Losses arising from or in connection with: (a) your default or negligence; (b) your or your Authorised Agent’s failure to comply with or fulfil any of your obligations and/or warranties, except to the extent that such ~~breach~~ a loss, expense, cost or ~~failure interferes directly or indirectly with our performance~~ liability is suffered as a result of our ~~obligations under this Agreement and/or any Applicable Agreement~~breach of these Terms and Conditions, negligence or wilful default; ~~(c) any liability for tax~~ b. the exercise or ~~similar charges payable in connection with any Investment or Transaction or arising from the utilisation of any of the Services offered by us~~ attempted exercise of, failure to ~~you; (d) us acting upon any financial instrument~~exercise, notice, resolution, request, certificate, report, or other document which we, in good faith, believed to be genuine and properly executed or any Instruction from you and/or your Authorised Agent; (e) any falsification of identity or faulty identification which could not have been detected despite us exercising due care in verifying the identity of the party we are dealing with; (f) our refusal to accept or act on any of your Instructions in accordance with this Agreement; (g) any loss or destruction of cheques and/or other financial instruments or delay in ~~presentation thereof~~exercising, a right or remedy under the Terms and Conditions; (h) any debits or revisions of the amount credited to your Account; (i) any delay or failure in performing any of our duties or other obligations resulting wholly or partly from any action taken by us for the purpose of complying with Applicable Laws; (j) any irregularity, inaccuracy, omission, incorrect entry, error and/or unauthorised transaction in any Account Statement or Transaction Record or any loss of, destruction of or error in any other records save as expressly provided for in this Agreement; (k) the suspension, closure or termination of any of your Accounts or any Service made available to you c. not accepting or your Authorised Agent; (l) the use of postal services, facsimile, telegraph, telephone, telex, SMS, email, electronic platforms or any other electronic and non-electronic means of communications with you. (m) any delay, interception, loss or failure in the delivery, transmission or dispatch of any Communication to you or if any Communication is not sent in accordance with this Agreement or if the content of any Communication is disclosed to any third party during transit or any matter arising from the use of the Hold Mail Service; (n) our disclosure of Customer Data in accordance with this Agreement, the DBS Privacy Policy, any Applicable Agreement and/or Applicable Law; (o) any information, advice or opinion given by us or our Personnel to you, whether or not provided at your request or relied upon; (p) any mutilation, interruption, omission, failure, error Orders or delay in ~~the issue or remittance of drafts or other financial instruments due to any reason whatsoever and whether arising in Singapore or elsewhere~~accepting your Orders; ~~(q)~~ d. not designating or delay in designating amounts as either Actual Margin or Free Balance on the exercise or non-exercise of any power or discretion conferred upon us under this Agreement and/or any Applicable Agreement; DBS Bank Ltd., Singapore 30 Co. Reg. No. 196800306E (r) any Event of Force Majeure; (s) any constraint which we may face (through no fault of ours) in executing any of your Instructions; (t) any action taken or omission by us pending the completion of our updates of our records of your particulars and/or information in accordance with this Agreement, including processing your Instructions in accordance with the mandate for the time being in force or sending any Communication to your Mailing Address last known address, facsimile or email address in our records as you had directed for any Communication to be sent prior to our receipt of your written notice of change; and (u) our enforcing or attempting to enforce or protect any right, power or remedy which we may have against you pursuant to this Agreement and/or any Applicable AgreementAccount. 31.2 Without prejudice to the foregoing, you agree to indemnify and to hold us, our Personnel, Affiliates, Nominees and Agents harmless from and against any Losses, save for Losses arising directly from our or their gross negligence, fraud or wilful default, which we may suffer or incur in connection with any of your Investment, Transaction, Account, and/or our provision of any Service to you and/or your utilisation of the same, including any Losses arising from or in connection with: (a) us acting upon or carrying out, in good faith, any Instruction purportedly given by you or your Authorised Agent, notwithstanding that these Instructions may not be authorised, accurate or complete; (b) the operation, maintenance or closure of any of your Accounts; (c) our Communications with you by any mode of transmission; (d) (i) the collection of any cheque, bill, note, draft, dividend, warrant or other instrument presented by you for collection, (ii) the guaranteeing of any endorsement or discharge of the same and/or (iii) our acting in reliance on your guarantee of the regularity of all endorsements and authenticity of all signatures on all bills and cheques and/or financial instruments which you may present to us; (e) the use of any system or electronic and non-electronic means of transmission, communication, transportation or otherwise in carrying out your Instructions (including, any loss, delay, misunderstanding, mistake, distortion or duplication arising therefrom or in connection therewith); (f) our involvement (directly or otherwise) in any proceeding (whether in or out of Singapore) of whatever nature in connection with your Investments, Transactions, Account and/or any Service offered to you; (g) the preparation of any document or agreement necessary to facilitate any Investment or Transaction, or providing any Service as may be requested by you from time to time or as we deem advisable in our absolute discretion; (h) our disclosure of Customer Data in accordance with this Agreement, any Applicable Agreement and/or Applicable Law; (i) any exercise of our rights of appropriation, debit, set-off and/or consolidation of accounts in accordance with Clause 28; (j) any Event of Force Majeure; (k) where you are acting as trustee of a trust, any dispute between the beneficiaries and yourself; (l) any breach by you of any of the terms in this Agreement and/or any Applicable Agreement; and (m) enforcement or in contemplation of the enforcement or protection of any of our rights or resolution of any dispute (whether by judicial proceedings or otherwise) relating to the matters covered under this Agreement and/or any Applicable Agreement. 31.3 You acknowledge and agree that we may, from time to time, be required to make certain representations and/or warranties and/or accept sole and principal responsibility or liability to other third parties in respect of any Investment or Transaction entered into by us on your behalf. In such cases, you shall indemnify and hold us harmless against any and all actions taken by us (which we determine to be necessary, desirable or expedient) to ensure that we will not be in breach of our said principal responsibility or liability. DBS Bank Ltd., Singapore 31 Co. Reg. No. 196800306E 31.4 The indemnities in this Clause 31 constitute a separate and independent obligation from the other obligations in this Agreement, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by us and shall continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any sum due under this Agreement or any judgment or order. For the avoidance of doubt, the indemnities in this Clause 31 shall not in any way be prejudiced or affected by the closure of any of your Accounts and/or the termination of this Agreement.

Appears in 1 contract

Samples: Client Agreement

Indemnity and Exclusion of Liability. ~~31.1 Save~~ Indemnity 17.1. You indemnify us against any liability or loss (including consequential losses) arising from, and any Costs incurred in connection with: a. us acting in connection with the Terms and Conditions or any Contract or Order in good faith on fax, telephone, email or written instructions purporting to originate from your offices or to be given by an Authorised Person; or b. an Event of Default; or c. your breach of these Terms and Conditions; d. the Agreement or any Contract or Order; or e. us acting in accordance with any direction, request or requirement of any regulatory authority or government body f. You agree to pay amounts due under this indemnity on demand from us 17.2. This indemnity survives any termination of the Agreement 17.3. We are not liable for ~~Losses arising directly from our gross negligence, fraud~~ indirect losses which occur as a side effect of the main loss and damage which are not foreseeable by you and us. We are not liable to you for losses which you incur which are foreseeable by us for the reason that you have communicated the possibility of such losses or ~~wilful default, we shall~~ any special circumstances to us. 17.4. We are not ~~be responsible or~~ liable to you for any ~~Losses~~ loss of profit or opportunity. 17.5. We are not liable for loss or Costs caused by: a. any action we may take under these Terms and Conditions, so long as we act with the terms of its provisions and in particular act reasonable where required to do so; any claim, loss, expense, cost or liability suffered or incurred by you however caused in connection with any of your Investment, Transaction, Account and/or pursuant to the Services made available to you, including any Losses arising from or in connection with: (a) your default or negligence; (b) your or your Authorised Agent’s failure to comply with or fulfil any of your obligations and/or warranties, except to the extent that such ~~breach~~ a loss, expense, cost or ~~failure interferes directly or indirectly with our performance~~ liability is suffered as a result of our ~~obligations under this Agreement and/or any Applicable Agreement~~breach of these Terms and Conditions, negligence or wilful default; ~~(c) any liability for tax~~ b. the exercise or ~~similar charges payable in connection with any Investment or Transaction or arising from the utilisation of any of the Services offered by us~~ attempted exercise of, failure to ~~you; (d) us acting upon any financial instrument~~exercise, notice, resolution, request, certificate, report, or other document which we, in good faith, believed to be genuine and properly executed or any Instruction from you and/or your Authorised Agent; (e) any falsification of identity or faulty identification which could not have been detected despite us exercising due care in verifying the identity of the party we are dealing with; (f) our refusal to accept or act on any of your Instructions in accordance with this Agreement; (g) any loss or destruction of cheques and/or other financial instruments or delay in ~~presentation thereof~~exercising, a right or remedy under the Terms and Conditions; (h) any debits or revisions of the amount credited to your Account; (i) any delay or failure in performing any of our duties or other obligations resulting wholly or partly from any action taken by us for the purpose of complying with Applicable Laws; (j) any irregularity, inaccuracy, omission, incorrect entry, error and/or unauthorised transaction in any Account Statement or Transaction Record or any loss of, destruction of or error in any other records save as expressly provided for in this Agreement; (k) the suspension, closure or termination of any of your Accounts or any Service made available to you c. not accepting or your Authorised Agent; (l) the use of postal services, facsimile, telegraph, telephone, telex, SMS, email, electronic platforms or any other electronic and non-electronic means of communications with you. (m) any delay, interception, loss or failure in the delivery, transmission or dispatch of any Communication to you or if any Communication is not sent in accordance with this Agreement or if the content of any Communication is disclosed to any third party during transit or any matter arising from the use of the Hold Mail Service; (n) our disclosure of Customer Data in accordance with this Agreement, the DBS Privacy Policy, any Applicable Agreement and/or Applicable Law; (o) any information, advice or opinion given by us or our Personnel to you, whether or not provided at your request or relied upon; (p) any mutilation, interruption, omission, failure, error Orders or delay in ~~the issue or remittance of drafts or other financial instruments due to any reason whatsoever and whether arising in Singapore or elsewhere~~accepting your Orders; ~~(q)~~ d. not designating or delaying in designating amounts as either Actual Margin or Free Balance on the exercise or non-exercise of any power or discretion conferred upon us under this Agreement and/or any Applicable Agreement; DBS Bank Ltd., Singapore 30 Co. Reg. No. 196800306E (r) any Event of Force Majeure; (s) any constraint which we may face (through no fault of ours) in executing any of your Instructions; (t) any action taken or omission by us pending the completion of our updates of our records of your particulars and/or information in accordance with this Agreement, including processing your Instructions in accordance with the mandate for the time being in force or sending any Communication to your Mailing Address last known address, facsimile or email address in our records as you had directed for any Communication to be sent prior to our receipt of your written notice of change; and (u) our enforcing or attempting to enforce or protect any right, power or remedy which we may have against you pursuant to this Agreement and/or any Applicable AgreementAccount. 31.2 Without prejudice to the foregoing, you agree to indemnify and to hold us, our Personnel, Affiliates, Nominees and Agents harmless from and against any Losses, save for Losses arising directly from our or their gross negligence, fraud or wilful default, which we may suffer or incur in connection with any of your Investment, Transaction, Account, and/or our provision of any Service to you and/or your utilisation of the same, including any Losses arising from or in connection with: (a) us acting upon or carrying out, in good faith, any Instruction purportedly given by you or your Authorised Agent, notwithstanding that these Instructions may not be authorised, accurate or complete; (b) the operation, maintenance or closure of any of your Accounts; (c) our Communications with you by any mode of transmission; (d) (i) the collection of any cheque, bill, note, draft, dividend, warrant or other instrument presented by you for collection, (ii) the guaranteeing of any endorsement or discharge of the same and/or (iii) our acting in reliance on your guarantee of the regularity of all endorsements and authenticity of all signatures on all bills and cheques and/or financial instruments which you may present to us; (e) the use of any system or electronic and non-electronic means of transmission, communication, transportation or otherwise in carrying out your Instructions (including, any loss, delay, misunderstanding, mistake, distortion or duplication arising therefrom or in connection therewith); (f) our involvement (directly or otherwise) in any proceeding (whether in or out of Singapore) of whatever nature in connection with your Investments, Transactions, Account and/or any Service offered to you; (g) the preparation of any document or agreement necessary to facilitate any Investment or Transaction, or providing any Service as may be requested by you from time to time or as we deem advisable in our absolute discretion; (h) our disclosure of Customer Data in accordance with this Agreement, any Applicable Agreement and/or Applicable Law; (i) any exercise of our rights of appropriation, debit, set-off and/or consolidation of accounts in accordance with Clause 28; (j) any Event of Force Majeure; (k) where you are acting as trustee of a trust, any dispute between the beneficiaries and yourself; (l) any breach by you of any of the terms in this Agreement and/or any Applicable Agreement; and (m) enforcement or in contemplation of the enforcement or protection of any of our rights or resolution of any dispute (whether by judicial proceedings or otherwise) relating to the matters covered under this Agreement and/or any Applicable Agreement. 31.3 You acknowledge and agree that we may, from time to time, be required to make certain representations and/or warranties and/or accept sole and principal responsibility or liability to other third parties in respect of any Investment or Transaction entered into by us on your behalf. In such cases, you shall indemnify and hold us harmless against any and all actions taken by us (which we determine to be necessary, desirable or expedient) to ensure that we will not be in breach of our said principal responsibility or liability. DBS Bank Ltd., Singapore 31 Co. Reg. No. 196800306E 31.4 The indemnities in this Clause 31 constitute a separate and independent obligation from the other obligations in this Agreement, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by us and shall continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any sum due under this Agreement or any judgment or order. For the avoidance of doubt, the indemnities in this Clause 31 shall not in any way be prejudiced or affected by the closure of any of your Accounts and/or the termination of this Agreement.

Appears in 1 contract

Samples: Client Agreement

Indemnity and Exclusion of Liability. 31.1 Save for Losses arising directly from our gross negligence, fraud or wilful default, we shall not be responsible or liable to you for any Losses suffered or incurred by you however caused in connection with any of your Investment, Transaction, Account and/or pursuant to the Services made available to you, including any Losses arising from or in connection with:Indemnity (a) your default or negligence; (b) your or your Authorised Agent’s failure to comply with or fulfil any of your obligations and/or warranties, to the extent that such breach or failure interferes directly or indirectly with our performance of our obligations under this Agreement and/or any Applicable Agreement; (c) 17.1 You indemnify us against any liability ~~for tax~~ or ~~similar charges payable in connection with~~ loss (including consequential losses) arising from, and any Investment or Transaction or arising from the utilisation of any of the Services offered by us to you; (d) us acting upon any financial instrument, notice, resolution, request, certificate, report, or other document which we, in good faith, believed to be genuine and properly executed or any Instruction from you and/or your Authorised Agent; (e) any falsification of identity or faulty identification which could not have been detected despite us exercising due care in verifying the identity of the party we are dealing with; (f) our refusal to accept or act on any of your Instructions in accordance with this Agreement; (g) any loss or destruction of cheques and/or other financial instruments or delay in presentation thereof; (h) any debits or revisions of the amount credited to your Account; (i) any delay or failure in performing any of our duties or other obligations resulting wholly or partly from any action taken by us for the purpose of complying with Applicable Laws; (j) any irregularity, inaccuracy, omission, incorrect entry, error and/or unauthorised transaction in any Account Statement or Transaction Record or any loss of, destruction of or error in any other records save as expressly provided for in this Agreement; (k) the suspension, closure or termination of any of your Accounts or any Service made available to you or your Authorised Agent; (l) the use of postal services, facsimile, telegraph, telephone, telex, SMS, email, electronic platforms or any other electronic and non-electronic means of communications with you. (m) any delay, interception, loss or failure in the delivery, transmission or dispatch of any Communication to you or if any Communication is not sent in accordance with this Agreement or if the content of any Communication is disclosed to any third party during transit or any matter arising from the use of the Hold Mail Service; (n) our disclosure of Customer Data in accordance with this Agreement, the DBS Privacy Policy, any Applicable Agreement and/or Applicable Law; (o) any information, advice or opinion given by us or our Personnel to you, whether or not provided at your request or relied upon; (p) any mutilation, interruption, omission, failure, error or delay in the issue or remittance of drafts or other financial instruments due to any reason whatsoever and whether arising in Singapore or elsewhere; (q) the exercise or non-exercise of any power or discretion conferred upon us under this Agreement and/or any Applicable Agreement; DBS Bank Ltd., Singapore 30 Co. Reg. No. 196800306E (r) any Event of Force Majeure; (s) any constraint which we may face (through no fault of ours) in executing any of your Instructions; (t) any action taken or omission by us pending the completion of our updates of our records of your particulars and/or information in accordance with this Agreement, including processing your Instructions in accordance with the mandate for the time being in force or sending any Communication to your Mailing Address last known address, facsimile or email address in our records as you had directed for any Communication to be sent prior to our receipt of your written notice of change; and (u) our enforcing or attempting to enforce or protect any right, power or remedy which we may have against you pursuant to this Agreement and/or any Applicable Agreement. 31.2 Without prejudice to the foregoing, you agree to indemnify and to hold us, our Personnel, Affiliates, Nominees and Agents harmless from and against any Losses, save for Losses arising directly from our or their gross negligence, fraud or wilful default, which we may suffer or incur in connection with any of your Investment, Transaction, Account, and/or our provision of any Service to you and/or your utilisation of the same, including any Losses arising from or Costs incurred in connection with: (a) us acting ~~upon~~ in connection with the Terms and Conditions or ~~carrying out,~~ any Contract or Order in good ~~faith~~faith on fax, ~~any Instruction purportedly~~ telephone, email or written instructions purporting to originate from your offices or to be given by an Authorised Person; or (b) an Event of Default; or (c) your breach of these Terms and Conditions; (d) the Agreement or any Contract or Order; or (e) us acting in accordance with any direction, request or requirement of any regulatory authority or government body. You agree to pay amounts due under this indemnity on demand from us. 17.2 This indemnity survives any termination of the Agreement. 17.3 We are not liable for indirect losses which occur as a side effect of the main loss and damage which are not foreseeable by you and us. We are not liable to you for losses which you incur which are foreseeable by us for the reason that you have communicated the possibility of such losses or ~~your Authorised Agent~~any special circumstances to us.‌ 17.4 We are not liable to you for any loss of profit or opportunity. 17.5 We are not liable for loss or Costs caused by: (a) any action we may take under these Terms and Conditions, ~~notwithstanding~~ so long as we act with the terms of its provisions and in particular act reasonable where required to do so; any claim, loss, expense, cost or liability suffered or incurred by you except to the extent that such a loss, expense, cost or liability is suffered as a result of our breach of these ~~Instructions may not be authorised~~Terms and Conditions, ~~accurate~~ negligence or ~~complete~~wilful default; (b) the ~~operation~~exercise or attempted exercise of, ~~maintenance~~ failure to exercise, or ~~closure of any of your Accounts~~delay in exercising, a right or remedy under the Terms and Conditions; (c) ~~our Communications with you by any mode of transmission~~not accepting or your Orders or delay in accepting your Orders; (d) ~~(i)~~ not designating or delay in designating amounts as either Actual Margin or Free Balance on the collection of any cheque, bill, note, draft, dividend, warrant or other instrument presented by you for collection, (ii) the guaranteeing of any endorsement or discharge of the same and/or (iii) our acting in reliance on your guarantee of the regularity of all endorsements and authenticity of all signatures on all bills and cheques and/or financial instruments which you may present to us; (e) the use of any system or electronic and non-electronic means of transmission, communication, transportation or otherwise in carrying out your Instructions (including, any loss, delay, misunderstanding, mistake, distortion or duplication arising therefrom or in connection therewith); (f) our involvement (directly or otherwise) in any proceeding (whether in or out of Singapore) of whatever nature in connection with your Investments, Transactions, Account and/or any Service offered to you; (g) the preparation of any document or agreement necessary to facilitate any Investment or Transaction, or providing any Service as may be requested by you from time to time or as we deem advisable in our absolute discretion; (h) our disclosure of Customer Data in accordance with this Agreement, any Applicable Agreement and/or Applicable Law; (i) any exercise of our rights of appropriation, debit, set-off and/or consolidation of accounts in accordance with Clause 28; (j) any Event of Force Majeure; (k) where you are acting as trustee of a trust, any dispute between the beneficiaries and yourself; (l) any breach by you of any of the terms in this Agreement and/or any Applicable Agreement; and (m) enforcement or in contemplation of the enforcement or protection of any of our rights or resolution of any dispute (whether by judicial proceedings or otherwise) relating to the matters covered under this Agreement and/or any Applicable AgreementAccount. 31.3 You acknowledge and agree that we may, from time to time, be required to make certain representations and/or warranties and/or accept sole and principal responsibility or liability to other third parties in respect of any Investment or Transaction entered into by us on your behalf. In such cases, you shall indemnify and hold us harmless against any and all actions taken by us (which we determine to be necessary, desirable or expedient) to ensure that we will not be in breach of our said principal responsibility or liability. DBS Bank Ltd., Singapore 31 Co. Reg. No. 196800306E 31.4 The indemnities in this Clause 31 constitute a separate and independent obligation from the other obligations in this Agreement, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by us and shall continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any sum due under this Agreement or any judgment or order. For the avoidance of doubt, the indemnities in this Clause 31 shall not in any way be prejudiced or affected by the closure of any of your Accounts and/or the termination of this Agreement.

Appears in 1 contract

Samples: Client Agreement

Indemnity and Exclusion of Liability. 31.1 Save for Losses arising directly from our gross negligence, fraud or wilful default, we shall not be responsible or liable to you for any Losses suffered or incurred by you however caused in connection with any of your Investment, Transaction, Account and/or pursuant to the Services made available to you, including any Losses arising from or in connection with: (a) your default or negligence; (b) your or your Authorised Agent’s failure to comply with or ~~fulfil~~ fulﬁl any of your obligations and/or warranties, to the extent that such breach or failure interferes directly or indirectly with our performance of our obligations under this Agreement and/or any Applicable Agreement; (c) any liability for tax or similar charges payable in connection with any Investment or Transaction or arising from the utilisation of any of the Services offered by us to you; (d) us acting upon any ~~financial~~ ﬁnancial instrument, notice, resolution, request, ~~certificate~~certiﬁcate, report, or other document which we, in good faith, believed to be genuine and properly executed or any Instruction from you and/or your Authorised Agent; (e) any ~~falsification~~ falsiﬁcation of identity or faulty ~~identification~~ identiﬁcation which could not have been detected despite us exercising due care in verifying the identity of the party we are dealing with; (f) our refusal to accept or act on any of your Instructions in accordance with this Agreement; (g) any loss or destruction of cheques and/or other ~~financial~~ ﬁnancial instruments or delay in presentation thereof; (h) any debits or revisions of the amount credited to your Account; (i) any delay or failure in performing any of our duties or other obligations resulting wholly or partly from any action taken by us for the purpose of complying with Applicable Laws; (j) any irregularity, inaccuracy, omission, incorrect entry, error and/or unauthorised transaction in any Account Statement or Transaction Record or any loss of, destruction of or error in any other records save as expressly provided for in this Agreement; (k) the suspension, closure or termination of any of your Accounts or any Service made available to you or your Authorised Agent; (l) the use of postal services, ~~facsimile,~~ telegraph, telephone, telex, SMS, ~~email, electronic platforms~~ email or any other ~~electronic and non-electronic~~ means of communications with you.; (m) any delay, interception, loss or failure in the delivery, transmission or dispatch of any Communication to you or if any Communication is not sent in accordance with this Agreement or if the content of any Communication is disclosed to any third party during transit or any matter arising from the use of the Hold Mail Service; (n) our disclosure of Customer Data in accordance with this Agreement, the DBS Privacy Policy, any Applicable Agreement and/or Applicable Law; (o) any information, advice or opinion given by us or our Personnel to you, whether or not provided at your request or relied upon; (p) any mutilation, interruption, omission, failure, error or delay in the issue or remittance of drafts or other ~~financial~~ ﬁnancial instruments due to any reason whatsoever and whether arising in Singapore or elsewhere; (q) the exercise or non-exercise of any power or discretion conferred upon us under this Agreement and/or any Applicable Agreement~~; DBS Bank Ltd., Singapore 30 Co. Reg. No. 196800306E~~; (r) any Event of Force Majeure; (s) any constraint which we may face (through no fault of ours) in executing any of your Instructions; (t) any action taken or omission by us pending the completion of our updates of our records of your particulars and/or information in accordance with this Agreement, including processing your Instructions in accordance with the mandate for the time being in force or sending any Communication to your Mailing Address last known address, facsimile or email address in our records as you had directed for any Communication to be sent prior to our receipt of your written notice of change; and (u) our enforcing or attempting to enforce or protect any right, power or remedy which we may have against you pursuant to this Agreement and/or any Applicable Agreement. 31.2 Without prejudice to the foregoing, you agree to indemnify and to hold us, our Personnel, ~~Affiliates~~Afﬁliates, Nominees and Agents harmless from and against any Losses, save for Losses arising directly from our or their gross negligence, fraud or wilful default, which we may suffer or incur in connection with any of your Investment, Transaction, Account, and/or our provision of any Service to you and/or your utilisation of the same, including any Losses arising from or in connection with: (a) us acting upon or carrying out, in good faith, any Instruction purportedly given by you or your Authorised Agent, notwithstanding that these Instructions may not be authorised, accurate or complete; (b) the operation, maintenance or closure of any of your Accounts; (c) our Communications with you by any mode of transmission; (d) (i) the collection of any cheque, bill, note, draft, dividend, warrant or other instrument presented by you for collection, (ii) the guaranteeing of any endorsement or discharge of the same and/or (iii) our acting in reliance on your guarantee of the regularity of all endorsements and authenticity of all signatures on all bills and cheques and/or ~~financial~~ ﬁnancial instruments which you may present to us; (e) the use of any system or ~~electronic and non-electronic~~ means of transmission, communication, transportation or otherwise in carrying out your Instructions (including, any loss, delay, misunderstanding, mistake, distortion or duplication arising therefrom or in connection therewith); (f) our involvement (directly or otherwise) in any proceeding (whether in or out of Singapore) of whatever nature in connection with your Investments, Transactions, Account and/or any Service offered to you; (g) the preparation of any document or agreement necessary to facilitate any Investment or Transaction, or providing any Service as may be requested by you from time to time or as we deem advisable in our absolute discretion; (h) our disclosure of Customer Data in accordance with this Agreement, any Applicable Agreement and/or Applicable Law; (i) any exercise of our rights of appropriation, debit, set-off and/or consolidation of accounts in accordance with Clause 28; (j) any Event of Force Majeure; (k) where you are acting as trustee of a trust, any dispute between the ~~beneficiaries~~ beneﬁciaries and yourself; (l) any breach by you of any of the terms in this Agreement and/or any Applicable Agreement; and (m) enforcement or in contemplation of the enforcement or protection of any of our rights or resolution of any dispute (whether by judicial proceedings or otherwise) relating to the matters covered under this Agreement and/or any Applicable Agreement. 31.3 You acknowledge and agree that we may, from time to time, be required to make certain representations and/or warranties and/or accept sole and principal responsibility or liability to other third parties in respect of any Investment or Transaction entered into by us on your behalf. In such cases, you shall indemnify and hold us harmless against any and all actions taken by us (which we determine to be necessary, desirable or expedient) to ensure that we will not be in breach of our said principal responsibility or liability~~. DBS Bank Ltd., Singapore 31 Co. Reg. No. 196800306E~~. 31.4 The indemnities in this Clause 31 constitute a separate and independent obligation from the other obligations in this Agreement, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by us and shall continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any sum due under this Agreement or any judgment or order. For the avoidance of doubt, the indemnities in this Clause 31 shall not in any way be prejudiced or affected by the closure of any of your Accounts and/or the termination of this Agreement.

Appears in 1 contract

Samples: Terms and Conditions

Common use of Indemnity and Exclusion of Liability Clause in Contracts