TERMS OF USE

Last Updated 29 August 2022

1. GENERAL

1.1 The Site and App (each defined below) are owned and operated by Autumn Life Pte. Ltd., a private limited company incorporated in Singapore and a subsidiary of Standard Chartered Bank. Autumn Life Pte. Ltd. holds a Financial Adviser’s License by the Monetary Authority of Singapore to conduct the regulated activity of advising others concerning units in a collective investment scheme. 

1.2 In these Terms of Use, “you”, “your” and “User” mean an end user of the Site, App and/or Autumn Materials (defined below) and the words “Autumn”, “we”, “our” and “us” refer to Autumn Life Pte. Ltd. and its successors and assigns.

1.3 Your access and use of the Site, App and Autumn Materials are governed by these terms of use and its Schedules (collectively, the “Terms of Use”).

1.4 Your access and/or use of the Site, App and/or Autumn Materials constitutes your acceptance of these Terms of Use. If you do not agree to these Terms of Use, please immediately discontinue all access and use of the Site, App and Autumn Materials and uninstall and delete the App from your mobile device.

2. DEFINITIONS & INTERPRETATION

2.1 In these Terms of Use, unless otherwise defined or unless the context otherwise suggests, when the following words and phrases are used, they shall have the following meanings:

“Account” means, in respect of a User, an account on the App issued by Autumn to such User in connection with the access and/or use of the App and/or Autumn Materials.

“App” means the mobile application known as “Autumn” (or such other replacement name or additional name as may be prescribed by us from time to time), intended to provide a platform for Users to access and/or use various products, services, features and functionalities, including consolidating financial and health information in one place.

“Applicable Laws” means all applicable local or foreign laws, rules, acts, regulations, subsidiary legislation, notices, notifications, circulars, licence conditions, directions, requests, requirements, guidelines, directives, codes, information papers, practice notes, demands, guidance and/or decisions of any national, state or local government, any agency, exchange, regulatory or self-regulatory body, any law enforcement body, court, central bank or any other authority, whether in Singapore or elsewhere, whether having the force of law or not (including any intergovernmental agreement between the governments or regulatory authorities of two or more jurisdictions or otherwise), as may be amended, re-enacted or replaced from time to time.

“Autumn Indemnitees” is defined in Clause 9.1.

“Autumn Materials” means any and all products, applications, programmes, services, materials, functionalities, modules, features, works of authorship, documents, software, application programming interface, content, information, images, sounds, graphics, videos, inventions, processes, designs and any other subject matter or materials, in whatever form or medium (including digital equivalents of all the aforementioned subject matter) supplied, displayed or made available to you through or in connection with the Site and/or App or otherwise supplied, displayed or made available to you by or on behalf of Autumn, and includes all Early Access Materials.

“Early Access Materials” means any products, applications, programmes, services, materials, functionalities, modules, features, works of authorship, documents, software, application programming interface, content, information, images, sounds, graphics, videos, inventions, processes, designs and any other subject matter or materials which we may, from time to time, choose to supply, display or make available for selected Users, including any products, programmes, services, materials, functionalities, modules or features labelled “beta”, “preview”, “pre-release”, or “experimental”.

“Login Credentials” means, in respect of a User, the username, password and/or any other unique login identification credentials issued, prescribed or otherwise approved by us to allow such User to access and/or use the App and/or Autumn Materials.

“Loss” means any losses, damages, penalties, costs, fees and expenses (including legal fees, costs and disbursements on a full indemnity basis), expenses, liabilities of any nature, taxes, charges, suits, proceedings, demands, actions, claims, any other demands or remedies of any kind, whatsoever and however caused, whether arising under contract, tort or otherwise, and including any diminution in the value of or loss or damage to any property, security or transactions (including transactions in investment products such as collective investment schemes (which includes exchange-traded funds), interests in unit trusts or mutual trusts or other financial instruments or investment products), and lost profits, earnings, business, goodwill or opportunity, whether or not foreseeable, and whether direct, indirect, consequential or special;

“MyInfo” refers to the data sharing platform under the name “Myinfo”, provided by the Government Technology Agency on behalf of the Government of Singapore, which you may use to authorise the automatic filling-out of e-forms, user registration pages or screens with, among other things, your personal data.

“Site” refers to https://autumn.sg/ or such other website as may be specified by us from time to time.

2.2 Interpretation: Unless the context otherwise requires: (i) words importing the singular number include the plural number and vice versa; (ii) a reference to any gender shall include all genders and a reference to a person includes a corporation, partnership, joint venture, association, authority, trust state or government and vice versa; (iii) references herein to “Clauses” and “Paragraphs” are to the provisions of the main body of the Terms of Use and the Schedules respectively; (iv) references to any statute shall be deemed to be references to that statute as from time to time amended or re-enacted with or without modification; (v) each reference herein to any document or agreement shall include a reference to each permitted variation of or amendment or supplement to such document or agreement from time to time; (vi) whenever the words “include”, “includes” or “including” are used, they will be deemed to be followed by the words “without limitation”; and (vii) clause headings are inserted for convenience only and shall not affect the interpretation of these Terms of Use.

3. EARLY ACCESS

3.1 Autumn may (but shall not be obliged to) make available Early Access Materials to selected Users (e.g. via invitation emails) from time to time and at its sole discretion, subject to such applicable limits and conditions as Autumn may impose.

3.2 Where such Early Access Materials are made available, your access to and/or use of the Early Access Materials will be governed by these Terms of Use and the relevant additional terms and conditions applicable to such Early Access Materials as may be notified to you by Autumn from time to time, each of which you shall be deemed to have agreed to upon any access to and/or use of such Early Access Materials. In the event of any inconsistency between the main body of these Terms of Use and any such additional terms and conditions, the additional terms and conditions shall prevail insofar as the inconsistency relates to the Early Access Materials in question unless otherwise provided.

4. PRODUCTS AND SERVICES

4.1 The information and material on the Site and the App or otherwise comprised in the Autumn Materials is not an offer, solicitation of an offer, invitation, advice or recommendation of any financial products or financial services by Autumn, unless expressly stated. Any and all investment advisory services or recommendation of financial products provided by Autumn shall be governed by such additional terms and conditions as may be notified to you by Autumn from time to time. The Site, App and Autumn Materials do not allow you to directly buy or receive financial products and services. You may provide instructions to Autumn for the purchase or sale of financial products on the Site or App which Autumn may convey to a third-party for completion, or may be directed to third party sites from which you will be able to directly complete your order or application.

4.2 In addition to the main body of these Terms of Use, the access or use of the Site, App and/or Autumn Materials (or part thereof) and/or specific products, programmes, services, functionalities and/or modules of the Site and/or App may be subject to additional terms and conditions set out in the Schedules (where applicable) and/or otherwise prescribed by us, each of which shall apply in full force and effect. In the event of any inconsistency between the main body of these Terms of Use and such additional terms and conditions, the additional terms and conditions shall prevail insofar as the inconsistency relates to such part of the Site, App and/or Autumn Materials and/or product, programme, service, functionality and/or module in question unless otherwise expressly provided.

4.3 Autumn reserves the right (but shall not be obliged) to introduce or otherwise make available new Autumn Materials and/or new products, programmes, services, functionalities and/or modules to the Site and/or the App (collectively “New Features”). All New Features shall be governed by these Terms of Use, and the relevant additional terms and conditions applicable to such New Features as may be notified to you by Autumn from time to time, each of which you shall be deemed to have agreed to upon any access to and/or use of such New Features. In the event of any inconsistency between the main body of these Terms of Use and any such additional terms and conditions, the additional terms and conditions shall prevail insofar as the inconsistency relates to the New Features in question unless otherwise provided.

5. THIRD PARTY PROVIDERS

5.1 Third party websites, software and services: There may be websites, software or services of a third party accessed and/or used by you through, or in connection with, your access and/or use of the Site, App and/or Autumn Materials. Such access and/or use of third party websites, software or services may be subject to additional terms and conditions imposed by third parties (“Third Party Terms”). For example:

(a) Where you download the App from the official Apple App Store accessible at https://www.apple.com/sg/ios/app-store/ or such other successor site, the relevant terms of service from Apple Inc (“Apple”) may apply;

(b) Where you download the App from the official Google Play Store accessible at https://play.google.com or such other successor site, the relevant terms of service from Google LLC may apply;

(c) Where the App allows you to link your bank account to import and sync your financial information and you choose to do so, the relevant terms of service from your banking service provider may apply; and

(d) Where you apply for financial products or services from third parties through the Site or the App, the terms and conditions imposed by such third parties may apply.

5.2 Please note that your access and/or use of the Site, App and/or Autumn Materials could be limited by your third party providers (including your banking service provider), including by any Third Party Terms. If so, your access and/or use of the Site, the App and/or Autumn Materials may result in a breach of Third Party Terms. Such breach may impact your ability to recover Loss, such that you may not be able to recover any Loss suffered from the third party provider, and your third party provider may be able to claim their losses against you. You are solely responsible for ensuring compliance with such terms, including in connection with your access and/or use of the Site, App and/or Autumn Materials to the extent relevant. For more details, please refer to the FAQs.

5.3 Salt Edge: Customer account aggregation functionalities are provided by Salt Edge Inc. and/or its affiliates, and in this connection, you acknowledge and agree that you have read and agree to be bound by the Salt Edge End User Licence Agreement (as amended from time to time), which is hereby incorporated into these Terms of Use by reference. In the event of inconsistency between these Terms of Use and such Third Party Terms, these Terms of Use shall prevail to the extent of the inconsistency.

5.4 Bloomberg Data: Market and pricing data displayed on the App are provided by Bloomberg Finance Singapore L.P Singapore Branch and/or its affiliates (“Bloomberg”). With respect of such data provided by Bloomberg (“Bloomberg Data”):

(a) The App does not display real time Bloomberg Data. Bloomberg Data displayed on the App is delayed subject to geographical time zone and currency. Please see the FAQs for more information;

(b) Autumn and Bloomberg do not represent that the Bloomberg Data is appropriate or available for use in any particular location or for any or all purposes. All Bloomberg Data is provided on an “as is” and “as available” basis;

(c) You shall comply with all Applicable Laws when accessing and using the Bloomberg Data. You shall not use the Bloomberg Data for any purposes other than to access and/or use the services provided on the App. You shall not use the Bloomberg Data for any internal systems and processes (including, without limitation, risk reporting systems and processes);

(d) To the maximum extent permitted by Applicable Laws, Autumn and Bloomberg accept no liability for any Losses arising directly or indirectly from your use of the Bloomberg Data, reliance on the Bloomberg Data and/or breach of any terms applicable to your use of the Bloomberg Data; and

(e) With respect to the use of the Bloomberg Data only, you acknowledge and agree that Bloomberg Finance Singapore L.P. and its affiliates are third party beneficiaries of these Terms of Use and are entitled to the benefit of relevant provisions of these Terms of Use only insofar as they relate to the use of the Bloomberg Data.

5.5 iOS version of the App: Where you have downloaded the iOS version of the App from the Apple App Store:

(a) You acknowledge that these Terms of Use are concluded between Autumn and you only, and not with Apple. Without prejudice to other provisions in these Terms of Use and as between Autumn and Apple, Autumn, not Apple, is responsible for the App and its content.

(b) Your licence to use the iOS version of the App is further limited to a non-transferable license to use such App on any Apple-branded products running iOS (including but not limited to iPad, iPhone, and iPod touch) or Mac OS X, that you own and control and as permitted by the usage rules set forth in the applicable terms of service prescribed by Apple in respect of the App Store, except that such App may be accessed and used by other accounts associated with you via Family Sharing or volume purchasing.

(c) If you sell your Apple-branded product to a third party, you must remove the App before doing so.

(d) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.

(e) Without prejudice to other provisions in these Terms of Use, in the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App to you. To the maximum extent permitted by Applicable Laws, Apple will have no other warranty obligation whatsoever with respect to the App, and without prejudice to other provisions in these Terms of Use and as between Apple and Autumn, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Autumn’s sole responsibility.

(f) Without prejudice to other provisions in these Terms of Use, you acknowledge that, as between Autumn and Apple, Autumn, not Apple, is responsible for addressing any of your or any third party claims relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation, including in connection with the App’s use of the HealthKit and HomeKit frameworks.

(g) Without prejudice to other provisions in these Terms of Use, you acknowledge that, as between Autumn and Apple, in the event of any third party claim that the App or your possession and use of the App infringes third party’s intellectual property rights, Autumn, not Apple, will be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim.

(h) You acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Use, and that, upon your acceptance of the terms and conditions of these Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms of Use against you as a third party beneficiary thereof.

6. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

6.1 You represent and warrant that:

(a) you have full power, authority and capacity to enter into these Terms of Use, and to perform, and to comply with all your obligations under these Terms of Use;

(b) you have obtained all necessary authorisations and taken all other actions necessary for you to enter into these Terms of Use and to be able to perform and comply with all your obligations under these Terms of Use;

(c) your obligations under these Terms of Use are valid and legally binding, and these Terms of Use are enforceable against you;

(d) any and all information or documents that you provide to Autumn, including your personal information on the MyInfo platform (where applicable), are true, accurate, complete and not misleading;

(e) you will not be in breach of any Applicable Laws or any contract, agreement or other document by entering into these Terms of Use or by accessing, using and/or receiving any Autumn Materials; and

(f) you are not involved in any unlawful activity and have not committed or been convicted of any tax, money laundering, terrorism financing or other criminal conduct, and are not involved in any sanctioned activities or the subject of any sanctions.

6.2 You agree and undertake to:

(a) be liable and responsible for any transaction or activity conducted through (or purported to be conducted through) the Account, or otherwise referable to the Login Credentials, associated with you;

(b) comply with all Applicable Laws and not use the Site, the App or any of the Autumn Materials for any unlawful purpose or that may involve a breach of any Applicable Laws; and

(c) not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with any person or entity, or to attempt to gain unauthorised access to or otherwise interfere or disrupt other computer systems or networks connected to the Site, App and/or Autumn Materials.

7. JURISDICTION

7.1 The site and the App is intended for access and download by Users from Singapore. If accessing the site from a particular country or jurisdiction would be illegal, you should not do so. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; (ii) you are not listed on any U.S. Government list of prohibited or restricted parties; and (iii) you are not a citizen or resident of any jurisdiction where you are not permitted to access or use the Site, App, or any Autumn Materials and/or where Autumn is not permitted to provide you with any Autumn Materials.

8. DISCLAIMERS

8.1 General: The material and information contained on the Site and App, and the Autumn Materials, are provided for general information only and are not intended to be and do not constitute financial advice, investment advice, trading advice or recommendation of any sort offered or endorsed by Autumn, unless otherwise expressly stated. You must make your own assessment of the relevance, timeliness, accuracy, adequacy, commercial value, completeness and reliability of the content, information, projection or estimate provided in the Site, App and/or any Autumn Materials and such independent investigations as you may consider necessary or appropriate for the purpose of such assessment. No warranty whatsoever is given by Autumn and no liability whatsoever is accepted by Autumn for any Losses whatsoever or howsoever caused (regardless of the form of action) arising whether directly or indirectly from or in connection with you acting on any content, information, projection or estimate provided via the Site, App and/or any Autumn Materials.

8.2 No representation or warranty: The Site, App and Autumn Materials are provided on an ‘as is’ and ‘as available’ basis. Autumn disclaims and makes no representation or warranty of any kind, whether express, implied or statutory, oral or written, whether alleged to arise by operation of law, by reason of custom or usage in the trade, by course of dealing or otherwise:

(a) with respect to the Site, App and/or any Autumn Materials or any components thereof (including the functionalities and services provided therein and their related systems or networks), including any and all: (i) warranties of merchantability; (ii) warranties of fitness or suitability for any purpose (whether or not such party knows, has reason to know, has been advised, or is otherwise aware of any such purpose); (iii) warranties of non-infringement or condition of title; (iv) warranties against loss of data; and (v) warranties of accuracy, adequacy, completeness, correctness, currency, timeliness, reliability, availability, interoperability, security, title and quality. Autumn expressly disclaims liability for any errors, omissions or delays in the App, Site and the Autumn Materials and for any actions taken in reliance thereon;

(b) that the Site, App and/or any Autumn Materials or any component thereof will be continuously accessible, uninterrupted or error-free, or that defects will be corrected or that the Site, App or Autumn Materials and their servers are and will be free of viruses, Trojan horses, worms, software bombs or similar items or other malicious, invasive, disruptive, corrupting or damaging code, agent, programme or macro. You acknowledge and agree that transmissions and/or transactions over the Internet may be subject to interruption, transmission blackout, delayed transmission due to internet traffic or incorrect data transmission due to the public nature of the Internet; and

(c) with respect to the security of any content transmitted by or to you using or in connection with the Site, App and/or Autumn Materials, and you hereby accept the risk that any content transmitted or received using or in connection with the Site, App and/or Autumn Materials may be accessed by unauthorised third parties and/or disclosed by Autumn to third parties purporting to be you or purporting to act under your authority.

8.3 Secure areas: Access to and use of password-protected and/or secure areas of the App and/or Autumn Materials are restricted to authorised Users only. You shall not obtain or attempt to obtain unauthorised access to such parts of the App and/or Autumn Materials, or to any other protected information, through any means not intentionally made available by us for your specific use. In order to access and/or use the password-protected and/or secure portions of the App and/or Autumn Materials, you are required to have an Account (which is subject to our approval at our absolute discretion).

8.4 Purported use and/or access: You agree and acknowledge that:

(a) any use of or access to, or purported use of or access to, the Site, App and/or Autumn Materials, and/or information, data, instructions, directions, requests or communications, whether or not authorised by you, referable to your Login Credentials shall, as the case may be, be deemed to be use of or access to the Site, App and/or Autumn Materials by you, and/or information, data, instructions, directions, requests or communications transmitted and validly issued by you. Autumn shall be entitled (but not obliged) to act upon (or cause the acting upon), rely on and/or hold you solely responsible and liable in respect thereof as if the same were carried out or transmitted by you; and

(b) save where such Loss is caused by Autumn’s gross negligence, wilful misconduct or fraud, Autumn shall not be responsible or liable for: (a) any Losses suffered or incurred by you or any person arising from any delay or omission in the transmission or provision of any information, data, instructions, directions, requests or communications from you to any third party, or any non-receipt of any information, data, instructions, directions, requests or communications from you; and/or (b) any unauthorised use of the Account and/or Login Credentials associated with you.

8.5 No duty to enquire: You agree and acknowledge that Autumn shall not be under any duty to enquire into, investigate, verify or ascertain whether any instruction, request, direction, communication or transaction is authentic, legal, valid or enforceable (as the case may be). Autumn shall be entitled to assume that all instructions, requests, directions, communications or transactions are authentic, legal, valid and enforceable (as the case may be), and we shall be under no duty to reject, reverse, adjust or modify any instruction, request, direction, communication or transaction by reason that it was not authentic, legal, valid or enforceable or to enquire into the clarity of any such information, data, instructions, directions, requests or communications. Notwithstanding the foregoing, where Autumn seeks verification, confirmation or clarification of any instruction, request, direction, communication or transaction received, Autumn shall not be liable to you for any Losses whatsoever in relation to any delay resulting from Autumn seeking verification, confirmation or clarification or from any refusal to act where Autumn does not receive in its discretion satisfactory verification, confirmation or clarification of such instruction, request, direction, communication or transaction.

8.6 Conclusiveness: You agree and acknowledge that, in respect of all instructions, directions, communications, requests, transactions or operations made or performed, processed or effected through or in relation to the Site and/or App by you or any person purporting to be you (whether authorised by you or not):

(a) any records created and maintained by Autumn in respect thereof shall be binding on you for all purposes whatsoever and shall be conclusive evidence of such instructions, directions, communications, requests, transactions or operations; and

(b) such instructions, directions, communications, requests, transactions or operations shall be irrevocable (unless otherwise expressly provided in these Terms of Use), unconditional, conclusive and binding on you upon transmission thereof unless Autumn in its absolute discretion determines otherwise, and Autumn shall be entitled to effect, perform and/or process (or cause the effecting, performance and/or processing of) such instructions, directions, communications, requests, transactions or operations without further reference or notice to, or consent or confirmation from, you.

8.7 Third party websites, software, services and content: With respect to any third party websites, software, products, services and content (including hyperlinks to third party websites and user-generated content) (collectively, “Third Party Materials”) included, provided and/or accessed through the Site, App and/or Autumn Materials:

(a) Autumn makes no representations or warranties as to having reviewed or verified the relevance, timeliness, accuracy, adequacy, commercial value, completeness or reliability of such Third Party Materials;

(b) the inclusion or provision of Third Party Materials is not, does not imply, an endorsement by, association or affiliation with Autumn. Any hyperlink to third party websites exists for information purposes and are for your convenience only;

(c) your access to, use of and reliance on such Third Party Materials are solely at your own risk and Autumn shall under no circumstances be responsible or liable for any Losses arising out of, or in connection with, such access, use and/or reliance;

(d) such Third Party Materials may include articles and materials on the Site and App written by third party authors or contributors. In relation to such articles or materials, all opinion or analysis expressed are those of the author (whether the author is from Autumn or a third party) and do not reflect the views of Autumn; and

(e) if you access or use any Third Party Materials and without prejudice to Clause 5 above, you must comply with the relevant terms and conditions for the access or the use thereof. Your rights and obligations while accessing and using Third Party Materials will be governed by the agreements and policies relating to use of those Third Party Materials, including any applicable data protection policies. Unless otherwise expressly agreed in writing by Autumn, under no circumstances shall it be construed that Autumn is a party to any transaction with you in respect of your access, use, purchase or sale of any Third Party Materials.

8.8 Alerts: As part of the Autumn Materials, you may receive various alerts from us in connection with your access and/or use of the Site, App and/or Autumn Materials from time to time, such as, but not limited to, notifying you of status updates or any unread messages. Such alerts may be notified by in-app notifications, mobile push notifications or any other method of notification as may be determined by us from time to time. Without prejudice to the rest of this Clause 8, Autumn does not guarantee, and shall under no circumstances be responsible or liable for any Losses arising out of or in connection with, the delivery, accuracy, adequacy, completeness, correctness, currency, timeliness, reliability or availability of such alerts. Autumn reserves the right to vary any alerts (including content thereof).

9. Limitation of liability

9.1 Without prejudice to other provisions in these Terms of Use, Autumn and its related corporations and affiliates and any of their officers, directors, shareholders, predecessors, successors in interest, employees, representatives, agents, service providers and partners (“Autumn Indemnitees”) shall not in any way be responsible or liable for any Losses arising out of, or in connection with the Site, App and/or any Autumn Materials, including:

(a) any access, use or the inability to access or use the Site, App, Autumn Materials and/or any component thereof;

(b) any error, delay, omission, defect, deficiency, disruption, interruption, malfunction, unavailability, breakdown or technical, system, service or connection failure of the Site, App and/or Autumn Materials, or in respect of the submission, acceptance, confirmation or execution of any instructions, directions, communications, requests, transactions or operations, or any other error, delay, omission, defect, deficiency, disruption, interruption, malfunction, unavailability, breakdown or technical, system, server or connection failure;

(c) any defect, error, imperfection, fault, mistake or inaccuracy of the Site, App, Autumn Materials and/or any component thereof (including services and content from third parties and/or associated services) or due to any unavailability of the Site, App, Autumn Materials and/or any component thereof (including any local site or any part thereof or any contents or associated services);

(d) any breach of the physical security and/or cybersecurity of, or any other fraudulent or unauthorised access, modification, destruction, loss, transfer, processing, misuse, attack or other activities in respect of, the equipment or systems used by Autumn in connection with the Site, App and/or Autumn Materials, and any content, information and/or data stored therein or accessible or transmitted therefrom;

(e) any services, information, data, software or material obtained or downloaded through the Site, App and/or Autumn Materials and/or from any other website or webpage provided through the Site, App and/or Autumn Materials or from any other party referred through the Site, App and/or Autumn Materials;

(f) any action taken, or not taken, in reliance on any material, content or information contained on the Site, App, Autumn Materials and/or any component thereof;

(g) any breach of third party contract or terms and conditions, including but not limited to your breach of any Third Party Terms; and

(h) any system, server or connection failure, error, omission, delay, interruption, interception, delay in transmission or any viruses, Trojan horses, worms, software bombs or similar items or other malicious, invasive, disruptive, corrupting or damaging code, agent, programme or macro,

except any Losses that are caused by Autumn’s gross negligence, wilful misconduct or fraud.

9.2 Notwithstanding any other provision in these Terms of Use, the Autumn Indemnitees shall not be liable for any indirect, incidental, consequential, special or exemplary costs, claims, expenses, loss or damages, even if informed of the possibility of such costs, claims, expenses, loss and damage.

9.3 If, notwithstanding the other provisions of these Terms of Use, any Autumn Indemnitees are found to be liable to you for any Losses arising out of, or in connection with, your use of the App, Site and/or any Autumn Materials, our liability shall in no event exceed the greater of: (i) fees paid by you to Autumn in respect of your access to and/or use of the App, Site and/or any Autumn Materials in the six months preceding the claim, or (ii) S$150.

10. INDEMNITY

10.1 You shall indemnify, defend and hold harmless Autumn Indemnitees against any and all Losses made against Autumn Indemnitees by any third party or otherwise suffered or incurred by Autumn Indemnitees due to, arising out of or in connection with:

(a) your access to, use and/or misuse of the App, Site, any Autumn Materials and/or any components thereof;

(b) any of your breach of or delay or failure to comply with these Terms of Use; and

(c) any of your negligent act or omission or wilful default, misconduct or fraud or unlawful act.

10.2 The indemnities in this Clause 10 shall not be affected and shall continue after the suspension, termination or cancellation of these Terms of Use.

11. EMAIL SUBSCRIPTION SERVICE

11.1 Autumn may, at its discretion, provide as part of the Autumn Materials a service whereby you can request to subscribe to and receive e-mail alerts relating to products, services or information offered by Autumn or other third parties (“Subscription Service(s)”). Your use of the Subscription Services will be governed by these Terms of Use and such additional terms and conditions for use of those services as may be notified to you by Autumn from time to time. Your confirmation of subscription to the Subscription Services constitutes acceptance of the applicable terms and conditions of use.

11.2 Without prejudice to other provisions in these Terms of Use, Autumn does not guarantee, and shall under no circumstances be responsible or liable for any Losses arising out of or in connection with, the delivery, accuracy, adequacy, completeness, correctness, currency, timeliness, reliability or availability of any e-mails sent to you pursuant to the Subscription Service. Autumn reserves the right to recall, update, supplement or revise any such e-mails (including the content thereof).

11.3 Autumn does not guarantee that any e-mails will be sent to you or received by Autumn nor does Autumn warrant the privacy and/or security of e-mails during internet transmission.

12. PERSONAL DATA

12.1 You agree to the terms of the Privacy Policy, which are incorporated herein by reference.

13. DATA SECURITY

13.1 It is your responsibility to ensure that the Login Credentials associated with you are kept secure, and that no person or entity other than you obtains access to such Login Credentials. For example:

(a) logging off securely to prevent any unauthorised access to your confidential information; and

(b) not sharing Login Credentials with anyone else.

13.2 You must notify Autumn immediately if you know or suspect the confidentiality of the Login Credentials associated with you has been compromised or accessed without your permission. Where Autumn is investigating suspected misconduct, including unauthorised access to the Account associated with you, Autumn may disable the relevant Login Credentials without giving any reason or prior notice and Autumn shall under no circumstances be responsible or liable for any Losses arising out of, or in connection with, such Login Credentials being disabled.

13.3 “Use of custom or third party keyboards or keystroke loggers on your device while using the App is prohibited. It is your responsibility to ensure that you are using your device’s default keyboard.”

14. INTELLECTUAL PROPERTY RIGHTS

14.1 Unless otherwise authorised by us, Autumn grants you a revocable, non-exclusive, non-transferable, non-sub-licensable, limited licence to use the Site, App and Autumn Materials for your personal and non-commercial purposes, subject to these Terms of Use and all other applicable terms and conditions.

14.2 Without prejudice to Clause 14.1 and unless otherwise authorised by us, you may not, and shall not, whether directly or indirectly, cause or permit any User or third party to, do any of the following: (i) modify, disclose, alter, translate, create derivative works of; (ii) license, sublicense, sell, resell, distribute, lease, rent, lend, transfer, assign or otherwise deal with or dispose of; (iii) disassemble, decompile or reverse engineer; (iv) copy, frame, mirror, reproduce or make copies of; (v) remove, alter or obscure any proprietary notices (including copyright notices) in or on; (vi) interfere with or disrupt the integrity or performance of; (vii) attempt to gain unauthorised access to; or (viii) disclose to any third party any performance information or analysis relating to, the Site, App, Autumn Materials or any components thereof, including the functionalities and services provided therein and their related systems or networks.

14.3 In addition, you may not, and shall not, whether directly or indirectly, cause or permit any User or third party to, access and/or use the Site, App, Autumn Materials or any components thereof to:

(a) store, upload, post or transmit infringing, libelous, false, offensive, defamatory, inaccurate, misleading, fraudulent or otherwise unlawful, tortious or objectionable material;

(b) store, upload, post or transmit material in violation of third-party privacy rights;

(c) store or transmit any viruses, software routines or other code designed to permit unauthorized access, to disable, erase or otherwise harm software, hardware or data, or to perform any other harmful actions; or

(d) build a competitive product or service, or copy any features or functions thereof.

14.4 All rights (including, but not limited to, copyright) in and to the contents (including, but not limited to, trademarks, text, graphics, images, links and sounds) contained on the Site, the App and/or Autumn Materials is owned by or licensed to Autumn or our related corporations or affiliates. If any such content is expressly permitted for use by you, you shall comply with all terms of use, conditions, guidelines, or restrictions that apply to such content.

14.5 “Autumn” and “Autumn.sg” are trademarks, logos and service marks of Autumn and no permission or licence is granted to you to use any such trademarks, logos or service marks without the prior written consent of Autumn. Autumn may also display names, trade names, trademarks, service marks, symbols, logos, brands and other proprietary designations of third party providers (“Third Party Marks”) on the Site and the App and no permission or licence is granted to you to use any such Third Party Marks without the prior written consent of the relevant owners of the Third Party Marks. You shall indemnify, defend and hold harmless Autumn Indemnitees against any and all Losses made against Autumn Indemnitees by any third party or otherwise suffered or incurred by Autumn due to, arising out of or in connection with any infringement of the Third Party Marks by you. The indemnities in this Clause 14.5 shall not be affected and shall continue after the suspension, termination or cancellation of these Terms of Use.

14.6 In relation to any information or material you submit to Autumn using the Site, App and/or Autumn Materials and/or to our social media accounts, you hereby grant to Autumn a royalty-free, perpetual, irrevocable, assignable, transferable, sub-licensable right and licence to use such information or material for any purpose it deems appropriate, including without limitation, the copying, modification, transmission, distribution and publication thereof, unless restricted by Applicable Laws. You represent and warrant that such information or material you submit does not infringe the rights of any other third party.

14.7 You agree that Autumn shall not be under any obligation of confidentiality to you regarding any such information or material submitted to it using this Site, App and/or Autumn Materials and/or our social media accounts unless otherwise agreed in a separate direct contract between you and Autumn or required by Applicable Laws.

15. RESERVATION OF RIGHTS

15.1 Autumn reserves the right in its discretion to, without ascribing any reasons and without giving prior notice, update, enhance, upgrade, modify, change, restrict access to, suspend or discontinue the provision of or remove, whether in whole or in part, the Site, the App, and/or any Autumn Materials, and shall not be liable if any such update, enhancement, upgrade, modification, change, suspension or discontinuation prevents you from accessing and/or using the Site, App and/or any Autumn Materials or any component thereof.

15.2 Autumn may, by notice to you, add to, alter, amend, modify, rescind, supplement or vary these Terms of Use (including the Schedules) at any time in its sole and absolute discretion, and any such addition, alteration, amendment, modification, rescission, supplement or variation shall immediately take effect and bind you from such date as Autumn may prescribe in the notice. Notice will be given by posting such addition, alteration, amendment, modification, rescission, supplement or variation on the Site or the App or such other method of notification as may be designated by Autumn (such as via email or other forms of electronic communications), which you agree shall be sufficient notice for such purpose. You acknowledge that your continued access to and/or use of the Site, App and/or any Autumn Materials after such modification has come into effect shall be deemed as an agreement by you to the Terms of Use as so modified. You are advised to visit this Site regularly to check for any amendments to the Terms of Use.

15.3 Autumn reserves the right to impose fees or charges for accessing and/or using the Site, App and/or any Autumn Materials, or part thereof. Autumn may vary or waive any fee or charge mentioned in this Clause 15.3 or any part of these Terms of Use.

15.4 Autumn reserves the right, but shall not be obliged to:

(a) monitor, screen or otherwise control any activity or content; and

(b) provide any or all Users with any updates, enhancements, upgrades, modifications and/or changes to the Site, App and/or Autumn Materials, including any patches and/or bug-fixes to the Site and/or App or any new versions and/or releases of the Site and/or App which incorporates new features or functions.

16. RIGHTS OF THIRD PARTIES

16.1 Except where expressly provided for under these Terms of Use, a person who is not a party to these Terms of Use shall have no right under the Contracts (Rights of Third Parties) Act 2001 to enforce any of the terms of these Terms of Use. Notwithstanding any term of these Terms of Use, the consent of any third party is not required for any variation (including any release or compromise of any liability) or termination of these Terms of Use. For the avoidance of doubt, nothing in this Clause shall affect the rights of any permitted assignee or transferee of these Terms of Use.

17. NO WAIVER

17.1 No failure, delay, relaxation or indulgence on the part of Autumn to exercise any power or right conferred upon it under these Terms of Use shall operate as a waiver of such power or right, nor shall any single exercise of any such power or right preclude any other or future exercise thereof, or the exercise of any other power or right under these Terms of Use. No waiver shall be effective unless made in writing and executed by Autumn waiving its right or remedy. The rights provided in these Terms of Use are cumulative and are not exclusive of any rights or remedies provided by law.

18. SEVERABILITY

18.1 If any provision of these Terms of Use shall be, or be found by any authority or court of competent jurisdiction to be, invalid or unenforceable (wholly or partly), such invalidity or unenforceability shall not affect the other provisions of these Terms of Use, all of which shall remain in full force and effect.

19. FORCE MAJEURE

19.1 In the event that Autumn is unable to observe or perform any of its obligations under these Terms of Use due to or caused by events beyond Autumn’s control or events which Autumn cannot reasonably be expected to prevent or avoid, Autumn shall be excused from performing these Terms of Use for the duration of the disabling event. Autumn shall not be liable for any delay, loss, damage or inconvenience caused or arising from or in connection with the disabling events. Examples of such events include but are not limited to earthquakes, fires, floods, storms, pandemics, natural disasters or other acts of God, wars, acts of terrorism, military action, riots, civil unrest or other disturbances, strikes, industrial disputes or other industrial actions, imposition of currency exchange controls or restrictions, embargoes, changes to laws and regulations or other government action, fluctuations or failures in power supply or telecommunication networks, or the failure of any exchange, clearing house or other financial market infrastructure.

20. FURTHER ASSURANCES

20.1 You agree to do all such acts and things and execute and sign all such documents and instruments as may be necessary, desirable or expedient to give effect to the terms of, and the commercial understanding of these Terms of Use and any documents in connection herewith.

21. ASSIGNMENT

21.1 The provisions of these Terms of Use are personal to you and you shall not be entitled to assign or transfer any of your rights or obligations under these Terms of Use.

21.2 Autumn, and its successors and assigns, may assign any or all of its respective rights and obligations under these Terms of Use. Any of Autumn’s related corporations and affiliates, and their successors and assigns, which has rights or benefits under these Terms of Use may assign any or all of their respective rights and obligations under these Terms of Use.

22. TERMINATION

22.1 Autumn may, in its sole and absolute discretion, at any time terminate, suspend or restrict your access to or use of the Site, App and/or any Autumn Materials (or any part thereof) with immediate effect and without any prior notice to you.

22.2 Autumn reserves the right to investigate any and all suspected contraventions of these Terms of Use and may seek to gather information from you for this purpose. Where you are under investigation by Autumn for a suspected contravention, you shall cooperate with the investigation and promptly provide to Autumn any and all information requested for the purposes of the investigation. You acknowledge that Autumn will cooperate to the fullest extent with any law enforcement authorities or court order requesting or directing Autumn to disclose the identity of any individual posting, publishing or otherwise making available any information, correspondence or associated materials that are believed to be in contravention of these Terms of Use.

22.3 Any suspension, termination or cancellation shall not bring to an end Autumn’s rights accrued prior to such suspension, termination or cancellation, nor affect the obligations owed by you to Autumn under these Terms of Use which by their sense and context or are otherwise intended to survive such suspension, termination or cancellation, whether or not such survival is specified.

23. GOVERNING LAW

23.1 These Terms of Use shall be governed by and construed according to Singapore laws. Any dispute, controversy, claim or difference arising between Autumn and you in relation to these Terms of Use shall be subject to the non-exclusive jurisdiction of the Singapore courts.

24. CONTACT

24.1 You may direct questions, complaints or claims to:

Autumn Life Pte Ltd

80 Robinson Road, #02-00 Singapore 068898 (support@autumn.sg)

Phone: +65 3157 0699

25. FEEDBACK AND COMPLAINTS

25.1 Should the Client have any queries, feedback or complaints in respect of the Investment Module, the Client may contact Autumn at +65 3157 0699 or support@autumn.sg, between 0900 to 1800 hours, from Monday to Friday (unless it is a public holiday in Singapore).

25.2 If there are any complaints that remain unresolved, the Client may also file a complaint with the Financial Industry Disputes Resolution Centre Ltd (“FIDReC“), an independent and impartial alternative dispute resolution institution, if eligible. More information is available at the FIDReC website: https://www.fidrec.com.sg/

Schedule 1

Terms and Conditions for Investment Module

These Terms and Conditions for Investment Module (“Investment Module Terms”) set out the additional terms and conditions applicable to Autumn’s provision of the Investment Advisory Services (as defined below) and the Client’s (defined below) access and/or use of, the Investment Module (defined below). By accessing and/or using the Investment Module and/or otherwise accessing and/or using the App to receive the investment advisory services, the Client agrees to be bound by these Investment Module Terms.

1. DEFINITIONS

• In these Investment Module Terms, unless the context requires otherwise, the following expressions shall have the meanings set out hereunder:

“Authorised CIS” means a collective investment scheme that is authorised under section 286 of the SFA;

“Autumn Risk Profile” means the investment risk profile established and assigned to the Client based on the responses provided by the Client in the Investment Risk Profile Questionnaire;

“Autumn Portfolio” means each model investment portfolio made available on the Investment Module;

“Client” means any person who has applied for, and to whom Autumn agrees to provide, the Investment Advisory Services;

“Custodian” means any custodian introduced by Autumn from time to time to provide custodial services to the Client;

“Execution Broker” means any broker introduced by Autumn from time to time to provide execution services to the Client;

“Instructions” means any communication, instruction, order, message data or information conveyed by the Client to Autumn through the Investment Module for Autumn’s onward transmission to an Execution Broker or Custodian;

“Investment Advisory Services” has the meaning ascribed to it in Paragraph 3.1;

“Investment Module” means the module contained in the App through which the Investment Advisory Services are provided to the Client;

“Investment Risk Profile Questionnaire” means the investment risk profile questionnaire prepared by Autumn which the Client is required to complete for the purposes of the provision of the Investment Advisory Services by Autumn;

“Investment Products” means any collective investment schemes (including exchange-traded funds), interests in unit trusts or mutual trusts or other financial instruments or investment products which are the subject of the Investment Advisory Services provided by Autumn through the Investment Module;

“MAS” means the Monetary Authority of Singapore; and

“SFA” means the Securities and Futures Act 2001 of Singapore.

2. SCOPE AND APPLICATION

• These Investment Module Terms shall apply to and govern all access or use of the Investment Module by the Client.

3. INVESTMENT ADVISORY SERVICES

• Autumn agrees to provide investment advisory services (the “Investment Advisory Services”) to the Client through the Investment Module based on the responses to the Investment Risk Profile Questionnaire. Autumn will establish and assign an Autumn Risk Profile to the Client based on the responses to the Investment Risk Profile Questionnaire, and recommend suitable Autumn Portfolios for the Client to invest in based on the Autumn Risk Profile. Autumn will also provide investment advice on any Investment Product that is part of any Autumn Portfolio upon request by the Client.

• The Client acknowledges and agrees that any Autumn Portfolio recommended does not take into account the specific financial objectives, financial situation, investment experience, risk tolerance or particular needs of the Client.

• The Client shall be solely responsible for performing an independent analysis and judgment of all Investment Products contained in an Autumn Portfolio recommended by Autumn. The Client shall read and understand the terms and conditions of each Investment Product and the risks involved when investing in the Investment Products, and agrees to only accept and invest in accordance with an Autumn Portfolio on the basis of the Client’s own independent review and judgment that the Autumn Portfolio chosen is suitable and appropriate for the Client in light of the Client’s specific financial objectives, financial situation, risk tolerance and particular needs.

• The Client shall not be obliged to accept any recommendation of Autumn Portfolios made by Autumn, and shall be entitled at all times and in the Client’s sole and absolute discretion to determine whether to accept or reject any recommendation of an Autumn Portfolio that has been made by Autumn. Where the Client chooses not to accept Autumn’s recommendation of any Autumn Portfolio or chooses not to receive advice on any Investment Product, the Client acknowledges and agrees that it is the Client’s sole responsibility to ensure the suitability of the Autumn Portfolio or Investment Product chosen by the Client. If the Client chooses not to follow or receive Autumn’s recommendation or advice, the Client will not be able to rely on section 36 of the Financial Advisers Act 2001 to file a civil claim in the event the Client suffers a Loss.

• The Client acknowledges that when Autumn makes a recommendation of an Autumn Portfolio that is composed of collective investment schemes, Autumn may be required to provide the Client with a copy of the prospectus, profile statement and/or product highlights sheet (as applicable) regarding the collective investment scheme, and any other offer document as may be prescribed by Applicable Laws. By using the Investment Module, the Client agrees and consents to Autumn providing abridged copies of all offering documents.

• Any and all recommendations of Autumn Portfolios provided to the Client is based on the information provided by the Client in the Investment Risk Profile Questionnaire. The Investment Risk Profile Questionnaire is designed to assess the Client’s investment knowledge and experience and to provide Autumn with a better understanding of the Client’s financial objectives, financial situation and particular financial needs. The Client shall be solely responsible for the accuracy and completeness of the responses in the Investment Risk Profile Questionnaire, and shall immediately notify Autumn through the Investment Module of any changes to any information provided in the Investment Risk Profile Questionnaire, or any change of circumstances that may affect the responses in the Investment Risk Profile Questionnaire. The Client acknowledges that any inaccurate, incomplete or outdated information in the responses to the Investment Risk Profile Questionnaire may adversely affect the Autumn Risk Profile assigned to the Client and the suitability of any recommendations of Autumn Portfolios provided by Autumn.

• The Client agrees that Autumn shall be entitled to act upon and rely on all responses provided in the Investment Risk Profile Questionnaire without any further inquiry or investigation. Without prejudice to the foregoing, where Autumn deems necessary, Autumn may confirm with the Client that there are no material changes to the responses or information provided in the Investment Risk Profile Questionnaire for the purposes of assigning the Autumn Risk Profile.

• Autumn is required to conduct a Customer Knowledge Assessment and Customer Account Review for the Client. All Investment Advisory Services provided by Autumn to the Client will be in accordance with the findings of the Customer Knowledge Assessment and Customer Account Review conducted. The Client acknowledges that any inaccurate, incomplete or outdated information that the Client provides may affect the outcome of the Customer Knowledge Assessment or the Customer Account Review and this may have bearing on the Investment Advisory Services which the Client receives from Autumn.

• Autumn shall not be responsible or liable for any Loss suffered or incurred by the Client arising from any inaccurate, incomplete or outdated information provided by the Client in the responses to the Investment Risk Profile Questionnaire, or any failure on the part of the Client to notify Autumn of any changes to the responses in the Investment Risk Profile Questionnaire. Where the Client has elected not to provide Autumn with the required responses to the Investment Risk Profile Questionnaire which forms the basis of the assigned Autumn Risk Profile and in line with which Autumn recommends the Autumn Portfolio, or where the Client has chosen to adopt an Autumn Portfolio that differs from the recommendation made by Autumn in accordance with the Client’s assigned Autumn Risk Profile, the Client acknowledges and accepts that Autumn shall not be responsible or liable for any Losses arising from such election.

4. BROKERAGE AND CUSTODIAN SERVICES

• Autumn will introduce the Client to open an account with an Execution Broker and Custodian in the Client’s own name in connection with Autumn’s provision of the Investment Advisory Services through the Investment Module. The Client may choose from the list of Execution Brokers and Custodians detailed on the Investment Module. Where the Client has an existing account opened with the chosen Execution Broker and Custodian, and where Autumn and the chosen Execution Broker and Custodian permit, the Client may provide the necessary information to link up such existing account with the Investment Module for the purposes of receiving brokerage and custodial services. The Client agrees that the Execution Broker and the Custodian may be the same person.

• The Client acknowledges and agrees that the account opened with, and services provided by, any Execution Broker or Custodian are subject to the Client’s separate contractual agreement with the Execution Broker or Custodian, and the terms and conditions imposed on the Client by the Execution Broker or Custodian. The Client accepts that it is the Client’s sole responsibility to understand and comply with the contractual agreement entered with, and any terms and conditions imposed by, the Execution Broker or Custodian. The provision of the account and services by the Execution Broker or Custodian is also subject to the fees and charges imposed by the Execution Broker or Custodian.

• Without prejudice to the foregoing, Autumn may assist the Client in appointing and opening all accounts with the Execution Broker or Custodian and to convey and transmit any Instructions of the Client as informed to Autumn to the Execution Broker or Custodian in accordance with Paragraph 5.

• In relation to all services provided by the Execution Broker or Custodian, the Client acknowledges, understands and agrees that:

• Autumn shall bear no responsibility for, or obligation in respect of the performance or services rendered by, any Execution Broker or Custodian appointed by the Client and with whom the Client maintains an account with for the purposes of receiving execution services or custodial services in respect of the Investment Products contained in the Client’s investment portfolio, whether recommended by Autumn or otherwise;

• Autumn shall not be regarded as the Client’s fiduciary or trustee in connection with Autumn’s transmission of the Client’s Instructions to the Execution Broker or Custodian;

• Autumn will not, and has no obligation to, supervise or monitor any of the Client’s Investment Products or transactions or to make recommendations for the sale, purchase or disposal of such Investment Products contained in the Client’s investment portfolio, which shall be the sole responsibility of the Client;

• Autumn will not, and has no obligation to, make any payment to the Execution Broker or Custodian whether for fees and charges, the settlement of transactions, or otherwise on the Client’s behalf;

• the Execution Broker may impose cut-off times for the receipt of instructions to be executed on the day of instruction such that any Instructions conveyed and received by the Execution Broker after the cut-off time may only be executed the day after it has been received; and

• Autumn shall not be liable for any Losses arising out of or in connection with the execution of any transactions or custody of the Investment Products by or through the Execution Broker or Custodian, except where such Loss is caused by Autumn’s gross negligence, wilful misconduct or fraud.

5. INSTRUCTIONS

• The Client may, exercising the Client’s sole and independent judgment, provide Instructions to Autumn of the Client’s intention to buy, sell, redeem or otherwise deal in any Investment Products held in the Client’s investment portfolio, for Autumn’s onward transmission of such Instructions to the appointed Execution Broker or Custodian. The Client acknowledges and accepts that any Instructions provided to Autumn in respect of any Investment Product shall constitute a valid and binding commitment by the Client to subscribe for and purchase the relevant Investment Product that is the subject of the Instructions, subject to the Client’s right of cancellation where the Investment Product is an Authorised CIS. Where the Investment Product is an Authorised CIS, the Client has the right to cancel an agreement for the purchase of any units in such Authorised CIS, unless the Client is an existing holder of units in the Authorised CIS and the purchase is the Client’s second or subsequent purchase of units in the Authorised CIS and such second or subsequent purchase was not entered into within the cancellation period of the first purchase. The Client may exercise the cancellation right through the steps specified in the App or by the Execution Broker. The Client’s exercise of the cancellation right is subject to the Client’s separate contractual agreement with the Execution Broker.

• The Client hereby authorises Autumn to onward submit and transmit any and all Instructions conveyed through the Investment Module to the appointed Execution Broker or Custodian to be effected. Autumn shall, having regard to its systems and operations and any other circumstances then prevailing, be allowed such reasonable amount of time to act and onward transmit the Instructions of the Client to the appointed Execution Broker or Custodian. Autumn may, but is not obliged to, verify the authenticity of any Instruction, or to enquire into the clarity of any Instruction. Autumn is entitled to act and rely on any Instruction that it reasonably believes to come from the Client. Where any Instruction is given through the Investment Module using any passcode or authentication code, the Client acknowledges and agrees that Autumn shall be entitled to treat such Instruction as authorised and coming from the Client. Autumn shall not be responsible or liable for any Losses suffered or incurred by the Client arising from any delay or omission in the transmission or provision of any Instructions to the Execution Broker or Custodian, or any non-receipt of any Instruction by the Execution Broker or Custodian, or otherwise arising from the execution of any Instruction by the Execution Broker or Custodian, except where such Loss is caused by Autumn’s gross negligence, wilful misconduct or fraud.

• The Client acknowledges and accepts that Autumn does not, and will not, execute any transaction in Investment Products with the Client or on the Client’s behalf, or receive, accept or hold any money, assets or Investment Products for the Client or on the Client’s behalf. Autumn’s role shall be limited to conveying and transmitting any Instructions provided by the Client to the appointed Execution Broker or Custodian in relation to any Investment Products which the Client desires to enter into, subscribe for, deal in or dispose of in the Client’s sole and independent judgment for the Client’s own investment portfolio. The Client further acknowledges and accepts that Autumn does not provide any guarantee or assurance with respect to the amount of Investment Products that may be ultimately allocated to the Client.

• Notwithstanding any other provision in these Investment Module Terms, Autumn reserves the right, in its sole and absolute discretion, to refuse to convey any Instruction to the Execution Broker or Custodian if the carrying out of such Instructions may amount to a breach or contravention of any Applicable Laws or where there are other reasonable grounds for such refusal.

6. REBALANCING OF AUTUMN MODEL PORTFOLIOS

• Due to market movements, an Autumn Portfolio may deviate from its original investment objectives, and Autumn may recalibrate the Autumn Portfolios from time to time to address any such portfolio drift. Autumn may notify Clients who have adopted an Autumn Portfolio through the Investment Module of such recalibration and provide relevant information relating to the purpose, benefits, duration and target asset allocation for the recalibration of the Autumn Portfolio.

• The Client may, in the Client’s own independent assessment and sole discretion, choose to initiate a portfolio rebalancing of their own investment portfolio to bring such in line with the recalibrated Autumn Portfolio as has been notified by Autumn. Where the Client has notified Autumn of the Client’s decision to initiate portfolio rebalancing through the Investment Module, Autumn will act upon and convey to the Executing Broker or Custodian all such Instructions communicated by the Client to effect the portfolio rebalancing of the Client’s investment portfolio.]

7. SERVICE PROVIDERS AND AGENTS

• The Client acknowledges and agrees that Autumn may engage third party service providers, contractors or agents or the purposes of, and in connection with, the provision of the Investment Advisory Services to the Client.

8. STATEMENTS

• Autumn may provide the Client with separate statements, reports or information relating to the performance of the Autumn Portfolio adopted by the Client. Any and all statements, reports or information provided by Autumn relating to the Autumn Portfolio shall be provided at such frequency and format as Autumn shall determine. The Client may access all statements, reports or information relating to the Autumn Portfolio through the Investment Module.

9. FEES AND CHARGES

• Autumn’s provision of the Investment Advisory Services to the Client shall be subject to the fees and charges set out in the fee schedule notified to the Client from time to time. In addition, the Client agrees to bear and to pay for any prevailing taxes, duties and levies or applicable charges. Where possible, Autumn will notify the Client in advance of any such taxes, duties, levies or charges.

• The Client shall promptly pay to Autumn all fees and charges that have been incurred and are due in connection with the provision of the Investment Advisory Services. All payment shall be made without withholding or deduction of any taxes, charges or other duties unless required by Applicable Laws. The Client agrees that Autumn may, and authorises Autumn to, deduct any such fees and charges from the Client’s account held with the appointed Execution Broker or Custodian.

• The Client acknowledges, understands and agrees that Autumn may, subject to Applicable Laws, retain any commissions, fees, profits, remuneration, rebates, discounts and other monetary or non-monetary benefits (including soft dollars in the form of goods and services) we receive from any appointed Execution Broker or Custodian or other third parties (including issuers, fund managers and product providers) in connection with the provision of the Investment Advisory Services under these Investment Module Terms.

10. RISK DISCLOSURE

• The Client acknowledges and understands that neither Autumn nor any of Autumn’s affiliates:

• provides any guarantee as to the performance of any Autumn Portfolio recommended or profitability of any particular Investment Products contained in the Autumn Portfolio or any Autumn Portfolio as a whole;

• provides any guarantee as to the maintenance or return of the capital invested by the Client or any particular rate of capital or income return as the value of Investment Products may rise or fall in line with market conditions; or

• make any representation concerning any Investment Product in connection with the provision of the Investment Advisory Services including, without limitation, as to any taxation consequences that may arise as a result of the Client’s investment into any Investment Product.

• The Client acknowledges and accepts that it is a condition of the Client accessing and using the Investment Module and receiving the Investment Advisory Services that the Client shall read, understand, acknowledge and accept all disclaimers and risks of using the Investment Module and receiving the Investment Advisory Services as set out in the Schedule to this Investment Module Terms (the “Risk Disclosure Statement”). In continuing to access and use the Investment Module and to receive the Investment Advisory Services, the Client shall be deemed to have read, understood and acknowledged the Risk Disclosure Statement.

11. CONFLICTS

• The Client acknowledges and understands that there may be conflicts of interest in the provision of the Investment Advisory Services, including the following:

• Autumn is part of the Standard Chartered Bank group. Autumn’s affiliates, as well as shareholders in Autumn, may have an interest or be involved in any Investment Product that Autumn recommends to the Client.

• Autumn will provide Investment Advisory Services to other customers.

• Third party service providers engaged by Autumn to construct the Autumn Portfolios may also be issuers of Investment Products or product providers.

Where there are any actual or potential conflicts of interest, Autumn will put in place appropriate safeguards to protect the Client’s interests.

12. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

• The Client represents and warrants that:

• the Client has full power, authority and capacity to enter into these Investment Module Terms, and to perform and comply with all its obligations under these Terms;

• the Client has obtained all necessary authorisations and taken all other actions necessary for the Client to enter into these Investment Module Terms and to be able to perform and comply with all its obligations under these Investment Module Terms;

• the Client’s obligations under these Investment Module Terms are valid and legally binding, and these Investment Module Terms are enforceable against the Client;

• any and all information or documents that the Client provides to Autumn, including the Client’s personal information on the MyInfo platform, the responses to the Investments Risk Profile Questionnaire, the Customer Knowledge Assessment and the Customer Account Review are true, accurate, complete and not misleading;

• the Client will not be in breach of any Applicable Laws or any contract, agreement or other document by entering into these Investment Module Terms or receiving the Investment Advisory Services;

• the Client is not involved in any unlawful activity and has not committed or been convicted of any tax, money laundering, terrorism financing or other criminal conduct, and is not involved in any sanctioned activities or the subject of any sanctions;
• the Client is not a citizen or resident of any jurisdiction where Autumn is not permitted to provide the Client with the Investment Advisory Services; and

• the Client is acting as a principal for its own benefit, and is not acting on behalf of any other person, whether as trustee, agent, nominee or otherwise.

• The Client agrees and undertakes to:

• provide Autumn with any information or documents reasonably requested by Autumn;

• immediately inform Autumn of any changes to any personal particulars, contact details or any other information or documents provided to Autumn;

• immediately inform Autumn if any of the representations and warranties set out above are no longer true or accurate;

• comply with all Applicable Laws, including tax laws and laws relating to anti-money laundering, countering the financing of terrorism and sanctions; and

• not use the Investment Advisory Services for any unlawful purpose, or that may involve a breach of any Applicable Laws (including any Applicable Laws relating to anti-money laundering, countering the financing of terrorism or sanctions).

13. TERMINATION

• The Client may elect to terminate the access to or use of the Investment Module or the Investment Advisory Services under these Investment Module Terms by giving at least 30 days’ prior notice in writing to Autumn through the Investment Module.

• Autumn may, in its sole and absolute discretion, at any time terminate, suspend or restrict the Client’s access to or use of the Investment Module or the Investment Advisory Services with immediate effect and without any prior notice to the Client.

• Autumn reserves the right to investigate any and all suspected contraventions of these Investment Module Terms and may seek to gather information from a Client for this purpose. A Client under investigation by Autumn for a suspected contravention shall cooperate with the investigation and promptly provide to Autumn any and all information requested for the purposes of the investigation. The Client acknowledges that Autumn will cooperate to the fullest extent with any law enforcement authorities or court order requesting or directing Autumn to disclose the identity of any individual posting, publishing or otherwise making available any information, correspondence or associated materials that are believed to be in contravention of these Investment Module Terms.

• Any suspension, termination or cancellation shall not bring to an end Autumn’s rights accrued prior to such suspension, termination or cancellation, nor affect the obligations owed by the Client to Autumn under these Investment Module Terms which by their sense and context or are otherwise intended to survive such suspension, termination or cancellation, whether or not such survival is specified.

14. LIMITATION OF LIABILITY

• Without prejudice to other provisions in the Terms of Use or these Investment Module Terms, the Client agrees that Autumn Indemnitees shall not in any way be liable for any Losses arising out of, or in connection with the Investment Advisory Services provided under these Investment Module Terms, including any Loss which may be sustained in the subscription, holding, sale or disposal of any Investment Products or any loss of opportunity whereby the value of the Investment Products could have increased, or for any decline in the value of any Investment Products however arising, except any Losses that are caused by Autumn’s gross negligence, wilful misconduct or fraud. For the avoidance of doubt, Autumn shall not be liable for any Losses, expenses or damages incurred by the Client as a result of or arising from, or in connection with the liquidation, winding up, insolvency or judicial management of, or breach of agreement or default by any appointed Execution Broker or Custodian or any other service providers, contractors or agents that Autumn may have engaged for the purposes of providing the Investment Advisory Services to the Client, where such appointment has been made with due care and in good faith by Autumn.

15. INDEMNITY

• The Client shall indemnify, defend and hold harmless Autumn Indemnitees against any and all Losses which may result, directly or indirectly, from the provision of the Investment Advisory Services to the Client, including but not limited to where there is any inaccuracy in or breach of any representation, warranty, covenant or confirmation by the Client in these Investment Module Terms and/or from the Client’s failure to disclose any relevant information or provide all information that has been requested and/or arising out of or in connection with any breach of these Investment Module Terms or the Terms of Use.

• The Client shall indemnify, defend and hold harmless Autumn Indemnitees against any and all Losses arising out of or in connection with services provided by any Execution Broker or Custodian appointed by the Client and any other service provider Autumn may engage in providing the services to the Client under these Investment Module Terms.

• The Client shall indemnify, defend and hold harmless Autumn Indemnitees against any Loss of any nature arising to these parties as a result of any of these parties acting upon Instructions conveyed by the Client through the Investment Module. Autumn shall not be responsible for any missed delivery or non-receipt of any Instructions communicated through the Investment Module. Instructions conveyed through the Investment Module shall only be effective when received by Autumn or the Execution Broker or Custodian.

• The indemnities in this Paragraph 15 shall not be affected and shall continue after the termination of these Investment Module Terms.

16. MISCELLANEOUS

16.1 The records kept by Autumn in the Investment Module shall be conclusive of the facts and matters they purport to record except where there is an obvious mistake.

Schedule 2

Terms and Conditions for Health Module

These Terms and Conditions for Health Module (“Health Module Terms”) set out the additional terms and conditions applicable to Autumn’s provision of health-related information and your access and/or use of the Health Module (defined below). By accessing and/or using the Health Module and/or otherwise accessing and/or using the Site and/or App to receive the health-related information, you agree to be bound by these Health Module Terms.

1. DEFINITIONS

1.1 In these Health Module Terms, unless the context requires otherwise, the following expressions shall have the meanings set out hereunder:

“Health Module” means the module contained in the App through which health-related information is provided to you.

2. SCOPE AND APPLICATION

2.1 These Health Module Terms shall apply to and govern all access and use of the Health Module by you.

3. HEALTH MODULE

3.1 The Health Module is intended for use only for general well-being purposes and for the encouragement or maintenance of a healthy lifestyle, and is not intended to be used for any medical purpose (including, but not limited to, the detection, diagnosis, monitoring, management or treatment of any medical condition or disease). Any health-related information provided by the Health Module should not be treated as medical advice. Please consult a physician for any medical advice required.

3.2 You agree that you do not rely on the Health Module or any information provided by the Health Module for any medical purposes (including the purposes mentioned at Paragraph 3.1 above), in making any medical or health-related decisions and/or in the diagnosis or treatment of any medical or health condition. You acknowledge that the Health Module and any information provided by the Health Module is not a substitute for or alternative to physician consultation, evaluation and treatment.