User Agreement

Interpretation

1. In this Agreement, unless otherwise expressly stated or if the context requires otherwise, the following terms shall have the meanings set out below:

   “Agreement”	means this agreement and these terms and conditions, any account-opening documentation (including an electronic registration form you complete when applying for a Troy Gold Account) and any other documents, terms and conditions, or policies which are expressly stated by Troy Gold to form part of the agreement between you and us, the terms of which may be amended from time to time;
   “Confidential Information”	has the meaning ascribed to it in Clause 21.2;
   “Co-Ownership Right”	means the co-ownership right you have in respect of a GB Bar proportional to the number of Fractions you have acquired in the GB Bar which will vary in accordance with the number of Fractions you purchase, redeem, sell, send or receive in a GB Bar;
   “CPFTA”	has the meaning ascribed to it in Clause 22.15;
   “Force Majeure”	means any circumstance, act, or event beyond the reasonable control of Troy Gold and/or the Customer, including but not limited to: lock-outs, strikes or other industrial disputes, whether or not relating to our workforce and whether or not beyond the reasonable control Troy Gold or the Customer; changes to applicable Laws of any Governmental Authorities; breakdown, failure, malfunction, or hacking of telecommunications or computer services or systems (including the internet) including, without limitation, any third-party services or systems or acts of hackers; unusual volatility in the market, hacking, Denial of Service (DoS) attack, deliberate market distortion or manipulation, and disruptions to trading or the trading price; act of God, fire, act of government or state, terrorist act, war, civil commotion, insurrection or embargo, earthquake, nuclear incident, floods, volcanic action; inability to communicate with brokers or market makers for whatever reason or late or mistaken delivery or payment by any bank or counterparty; prevention from or hindrance in obtaining any energy or other supplies; and any other reason (whether or not similar in kind to any circumstance, act or event described in (a) to (g) above).
   “Fractional Ownership”	means the co-ownership between you, us and other co-owners in undivided shares of a GB Bar;
   “Fractional Ownership Arrangement”	means the arrangement under which you agree to exercise rights afforded to you under your Fractional Ownership in a GB Bar, in accordance with this Agreement;
   “Fractions”	means a designated and determinable unit or fraction and/or portion of allocated units which has been allotted in respect of a GB Bar and which constitutes an undivided share in a Gold Bullion Bar represented by the GB Bar;
   “Full Fraction Subscription”	means the sum of Fractions owned by you amounting to the relevant number of fractions constituting the whole of a GB Bar and thereby constituting the full Fractions available for acquisition in any one GB Bar;
   “GB Bar”	means a notional representation of a specific, identifiable Gold Bullion Bar stored with a Vault Provider;
   “Gold Bullion Bar”	means a 99.99% refined gold bullion bar of a specified weight (eg. 10 grams, 100 grams, 1000 grams) which is the basis and underlying asset of the respective GB Bar;
   “Gold Bullion Bar Option”	has the meaning ascribed to it in Clause 7.1;
   “Governmental Authority”	means any nation or government, any state or other political subdivision thereof, any entity exercising legislative, executive, judicial or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction, any supranational bodies and any self-regulatory organisation;
   “Information”	has the meaning ascribed to it in Clause 10.1;
   “Intellectual Property”	has the meaning ascribed to it in Clause 21.1;
   “Laws”	means the laws, statutes, ordinances, rules, regulations, guidelines, codes of practice, judgments, injunctions, orders and decrees of any Governmental Authority, including amendments thereto;
   “LBMA Bar”	means a 99.99% refined gold bullion bar refined by a refinery accredited by London Bullion Market Association, which includes Metalor Refinery;
   “Losses”	has the meaning ascribed to it in Clause 16.1;
   “Party(ies)”	has the meaning ascribed to it in Clause 2.1;
   “Password”	means such password which meets the requirement or criteria as may be determined by us, for the purpose of accessing your Troy Gold Account;
   “PDPA”	has the meaning ascribed to it in Clause 11.6;
   “PSPM”	has the meaning ascribed to it in Clause 10.1;
   “Promotional Balances”	means the balance in your Troy Gold Account resulting from your participation in any Troy Gold promotions including lucky draws, festive campaigns and the use of promotional codes;
   “Related Parties”	means the parent companies, subsidiary companies, officers, directors, shareholders, employees and agents of Troy Gold;
   “Requirements”	has the meaning ascribed to it in Clause 2.3;
   “Sale Fractions”	has the meaning ascribed to it in Clause 4.3;
   “Singapore Dollars”	means the lawful currency of Singapore for the time being;
   “South African Rands”	means the lawful currency of South Africa for the time being;
   “TBOP”	has the meaning ascribed to it in Clause 12.1;
   “Transfer Fractions”	has the meaning ascribed to it in Clause 5.2(a)(i);
   “Troy Gold Account”	means an account on the Troy Gold Platform which displays an electronic record of: the Fractions that you own; payments to and from us in relation to the purchases, redemptions, sales, transfers and withdrawals of Fractions or any other transactions between you and us or a registered vendor or other Customers under this Agreement; and the fees and/or surcharges levied by us for services provided to you;
   “Troy Gold Platform”	means the Troy Gold private and public website accessible at www.troygold.app as amended from time to time, including any associated Troy Gold-hosted websites (the “Troy Gold Website”), the Troy Gold application programming interface, and the Troy Gold-hosted mobile applications (“Troy Gold Mobile App”);
   “UCTA”	has the meaning ascribed to it in Clause 22.15;
   “United States Dollars”	means the lawful currency of the United States of America for the time being;
   “Variation”	has the meaning ascribed to it in Clause 22.5(a);
   “Vault”	means the location where GB Bars are physically stored pursuant to an agreement entered into by or on behalf of Troy Gold with a Vault Provider;
   “Vault Mandate”	means the mandate and authority you grant us to give instructions to the Vault Provider on your behalf and, grant such power and authority to us to agree to such terms and conditions (as may be determined by us in our absolute discretion) with the Vault Provider for the purposes set out in this Agreement; and
   “Vault Providers”	means one or more service providers appointed by us (or our agent) in accordance with Clauses 3 and 14 to store GB Bars on behalf of our Customers.

2. In this Agreement, “Troy Gold”, “we”, “us”, and “our” refer to Troy International Pte. Ltd., a company incorporated in the Republic of Singapore (registration number 201912930R). “Customer”, “you” and “your” refer to any person who (a) has registered for a Troy Gold Account; and/or (b) accesses or uses the Troy Gold Platform and/or other services of Troy Gold without registering for an account.

Acceptance of Agreement

1. This Agreement sets out the terms and conditions governing your use of the Troy Gold Account, the Troy Gold Platform, other products and/or services of Troy Gold and the overall relationship between a Customer and Troy Gold (each a “Party”, and collectively, the “Parties”). If you do not accept any of these terms and conditions, please do not use Troy Gold Platform. Your access and/or use of Troy Gold Platform shall be deemed an acceptance of the terms and conditions in this Agreement.
2. This Agreement will also apply to any updates or upgrades provided by us that replace and/or supplement the Troy Gold Platform, unless such updates or upgrades are accompanied by separate terms in which case those separate terms shall apply.
3. From time to time, we may offer specific or new products and/or services on the Troy Gold Platform, which shall be governed by the terms and conditions in this Agreement. Additional or separate guidelines, rules, terms and conditions (“Requirements”) may apply to these specific or new product and/or services. You will need to accept and comply with those Requirements to enjoy the specific or new products and/or services. The Requirements are incorporated by reference into this Agreement. Your use of such new products and/or services on the Troy Gold Platform shall be deemed to be acceptance of such Requirements.
4. We also may from time to time publish additional guidelines, rules, and conditions applicable to your use of the Troy Gold Platform and/or amend the terms and conditions of this Agreement. You agree to comply with these additional guidelines, rules and conditions and/or amended terms and conditions of this Agreement, which are incorporated by reference into this Agreement and your continued use of the Troy Gold Platform shall be deemed to be acceptance of such additional guidelines, rules and conditions and/or amended terms and conditions of this Agreement.
5. By registering a Troy Gold Account and/or accessing or using the Troy Gold Platform, you agree:
   • that this Agreement will document the contractual relationship between you and us;
   • to be bound by the terms and conditions of this Agreement;
   • to comply with all applicable Laws of any territory of which you are a citizen, national, or subject, of any territory in which you are resident from time to time, of any other territory from which you access the Troy Gold Platform, and the applicable Laws of the countries in which the Vaults are located (where applicable);
   • that you are least 18 years old or of the applicable age of majority and contractual capacity in the jurisdiction in which you reside;
   • to provide us with the Vault Mandate for the various purposes set out in this Agreement; and
   • to authorise and allow Troy Gold to disclose your personal information and documents to parties providing loan, credit and/or any other financial services to you when required to do so for the purposes of providing any products and/or services to you and/or to comply with any applicable Laws and/or to parties in accordance with applicable Laws.

Purchasing of Fractions

1. You acknowledge that you may only purchase Fractions from Troy Gold and through the Troy Gold Platform.
2. In purchasing Fractions, you agree to enter into a Fractional Ownership Arrangement in terms of which:
   • you agree to acquire a Co-ownership Right in a GB Bar;
   • you agree to allow the Vault Provider to maintain possession of your Fractions in the GB Bar; and
   • you mandate Troy Gold, in terms of the Vault Mandate, to instruct the Vault Provider on your behalf.
3. The Fractional Ownership Arrangement will endure until such time that you no longer have Fractional Ownership in respect of such Fractions.
4. The Fractions purchased by you will be reflected in your Troy Gold Account.
5. You agree that your purchase of Fractions in a GB Bar will give you the Co-Ownership Right in the GB Bar together with Troy Gold and the other GB Bar co-owners (Fractional Ownership), only upon confirmation from:
   • us of your purchase; and
   • the Vault Provider of the receipt of instructions referred to in Clause 3.2(c).
6. You understand, acknowledge and agree that the Fractional Ownership does not entitle you to:
   • any rights in the GB Bar other than to dispose of your Co-Ownership Right in the GB Bar by disposing your Fractions in the GB Bar through (i) selling the Fractions to Troy Gold (including pursuant to redemptions); or (ii) sending the Fractions to another Customer; and
   • insist on the partition of a GB Bar at any time.

Sale of Fractions

1. You agree that you will only sell your Fractions through the Troy Gold Platform.
2. You agree that you may only sell your Fractions to Troy Gold and that only Troy Gold has the right to purchase your Fractions and acquire your Co-Ownership Right in the GB Bar.
3. You agree that a sale of your Fractions (“Sale Fractions”) will be in accordance with the requirements of this Agreement, including the Fractional Ownership Arrangement, and in accordance with any notices published on the Troy Gold Platform in relation to sale of Fractions.
4. In respect of the Sale Fractions, you agree to transfer your Co-Ownership Rights in the GB Bar(s) to Troy Gold, and to permit Troy Gold to instruct the Vault Provider to transfer possession in your Sale Fractions to Troy Gold.
5. The transfer of your Sale Fractions and associated Co-Ownership Rights in the GB Bar(s) is irrevocable, subject to Clauses 16.3 to 16.4.

Sending and Receiving Fractions

1. Customers may only send and receive Fractions to and from another Customer through the Troy Gold Mobile App, using the Customer’s registered mobile number.
2. You acknowledge and agree that any sending or receiving of Fractions will be in accordance with the Fractional Ownership Arrangement and the following terms:
   • As the sender, you agree:
     i) to dispose of your Fractions (“Transfer Fractions”) in accordance with the requirements set out in this Agreement as well as any notice(s) published on the Troy Gold Platform;
     ii) in respect of the Transfer Fractions, to transfer your Co-Ownership Rights in the GB Bar(s) to the receiver of the Transfer Fractions;
     iii) to permit Troy Gold to instruct the Vault Provider to transfer possession of your Transfer Fractions to the receiver; and
     iv) that the transfer of your Transfer Fractions and associated Co-Ownership Rights in the GB Bar(s) is irrevocable, subject to Clauses 16.3 to 16.4.
   • As the receiver, you agree:
     i) to acquire the Transfer Fractions in accordance with the requirements set out in this Agreement as well as any notice(s) published on the Troy Gold Platform;
     ii) in respect of the Transfer Fractions, to acquire the Co-Ownership Rights in the GB Bar(s) from the sender; and
     iii) to accept this Agreement and be subject to the Fractional Ownership Arrangement.

Consolidation Process

1. You acknowledge that for administrative purposes, Troy Gold will need to consolidate the Fractions held by any Customer in various GB Bars to Fractions held in a single GB Bar.
2. In order to give effect to the consolidation process, you agree to dispose of your Fractions in different GB Bars in exchange for Fractions in a single GB Bar.
3. You acknowledge that in agreeing to the consolidation process, your Fractions, and associated Co-Ownership Rights in the GB Bar(s), will in no way undergo any material change pursuant to the consolidation process.
4. You acknowledge that pursuant to the consolidation process, the Co-Ownership Rights you held in respect of a specified GB Bar may be transferred to a different GB Bar.
5. You agree to mandate Troy Gold to perform, on your behalf, all such actions necessary to give effect to the consolidation process.

Gold Bullion Bar Option on Full Fraction Subscription

1. Upon attaining a Full Fraction Subscription, you are entitled to exercise the option (“Gold Bullion Bar Option”) to receive a Gold Bullion Bar in exchange for your Full Fraction Subscription.
2. You agree that the exercise of the Gold Bullion Bar Option is subject to payment of redemption fees, which includes processing and delivery fee, shipping and insurance surcharges. The amount of redemption fee payable on the exercise of the Gold Bullion Bar Option shall be determined by Troy Gold in its sole and absolute discretion and notified to you before or on your exercise of such option.
3. You agree that you will only be able to exercise the Gold Bullion Bar Option if you attained the Full Fraction Subscription and only for so long as you maintain the Full Fraction Subscription.
4. You agree to exercise the Gold Bullion Bar Option in accordance with the Fractional Ownership Arrangement and the following terms:
   • you agree to sell your Full Fraction Subscription to Troy Gold in accordance with the requirements set out in this Agreement as well as any notice(s) published on the Troy Gold Platform;
   • in respect of your Full Fraction Subscription, you agree to transfer your Co-Ownership Rights in the GB Bar(s) to Troy Gold;
   • you permit Troy Gold to instruct the Vault Provider to transfer possession in your Full Fraction Subscription to Troy Gold;
   • the transfer of your Full Fraction Subscription and associated Co-Ownership Rights in the GB Bar(s) is irrevocable, subject to Clauses 16.3 to 16.4; and
   • you agree to accept a Gold Bullion Bar as consideration for the sale of your Full Fraction Subscription and the Gold Bullion Bar shall be in full and final settlement your Full Fraction Subscription.

Troy Gold Account

1. Any money credited to your Troy Gold Account is not a deposit with or loan to us nor does it constitute an investment in Troy Gold or its business.
2. Troy Gold is not a bank under the Banking Act (Cap. 19) of Singapore and the Troy Gold Account is not a bank account.
3. Any money standing to the credit of your Troy Gold Account represents pre-payment of your future purchase(s) of Fractions up to the value of the money credited to your Troy Gold Account.
4. In the event that you do not purchase any Fraction with the pre-payment in your Troy Gold Account within thirty (30) days from date of the pre-payment having been made, Troy Gold is authorised, without any further action or consent from you and without prior notice to you, to purchase Fractions up to the value of the pre-payment in your Troy Gold Account.
5. There is no interest payable to you on any credit amount in your Troy Gold Account.
6. You are only allowed one Troy Gold Account per mobile device and per mobile phone number and it is your responsibility to retain control of your mobile device and phone number. If you change your mobile device, then you are to delete the Troy Gold Mobile App from your previous device and re-install the same on your new device. If you change your mobile phone number, then you shall contact our support team, which will assist you to link your Troy Gold Account to the new mobile phone number after security verification. It is your duty and obligation to inform us immediately if your mobile device is lost or stolen. Troy Gold reserves the right to close the account where there is duplication of transactions from the same Troy Gold Account on different mobile devices. Troy Gold reserves the right to close Troy Gold Accounts which are dormant and/or lock any Troy Gold Account whenever necessary.
7. It is your responsibility to verify the mobile phone number and details of the person you are sending and receiving Fractions to and from.
8. Your mobile device must meet the minimum technical specifications specified by us and also those set out in the Apple App Store, the Google Play store and any other distribution channel(s) officially supported by us.
9. You acknowledge that any and all services rendered by Troy Gold to you or on your behalf does not constitute:
   • a financial advisory service as defined in the Financial Advisers Act (Cap. 110) of Singapore;
   • the trading of, or an exchange in, capital markets products as described in the Securities and Futures Act (Cap. 289) of Singapore; and
   • deposit-taking activities as defined in the Banking Act (Cap. 19) of Singapore.

Communications

1. Communications between you and Troy Gold may be conducted by e-mail or by telephone, online, or by other electronic means that we offer from time to time. Any instructions that you give to us in any such manner will have the same legal effect as if you gave them to us in written form. You agree that all telephone calls and electronic communications may be recorded and kept by us as a record of your instructions.
2. You are responsible for the accuracy of your instructions for all transactions in your Troy Gold Account and through the Troy Gold Platform. Instructions once sent, in any form acceptable under the Troy Gold Platform in relation to your Troy Gold Account, are final and irrevocable. It is your responsibility to ensure that your personal information registered on the Troy Gold Platform is accurate at all times.
3. You agree to promptly review the transaction history and any account statements pertaining to your Troy Gold Account that you receive to ensure that your instructions have been carried out and that there have been no unauthorised dealings in your Troy Gold Account. You must inform us of any errors or omissions within seven (7) calendar days of the disputed transaction(s), failing which we have the discretion not to review the error or omissions and to also deem that such errors or omissions have been reviewed and accepted by you.

Customer Due Diligence

1. You agree to provide us with such information (“Information”) as we may require or request from time to time in relation to this Agreement and your relationship with us, which are necessary for our provision of services to you and/or compliance with all applicable Laws, including anti-money laundering rules and regulations such as the Precious Stones and Precious Metals (Prevention of Money Laundering and Terrorism Financing) (“PSPM”) Act 2019 and PSPM Regulations 2019.
2. Without prejudice to the generality of Clause 10.1, you agree to provide a copy of your current and valid government-issued photo identification document and/or such other identifying and verifying information or documents. You agree to provide your Information at a time to be determined by us, including but not limited to prior to opening a Troy Gold Account, funding your Troy Gold Account, prior to purchasing Fractions, exercising the Gold Bullion Bar Option, withdrawing any money in your Troy Gold Account, and upon your funding reaching a certain level prescribed by us.
3. You agree that your photo identification will be a colour reproduction of the original document without obstruction, of sufficient size, resolution and legibility. You agree that Troy Gold is entitled to disclose your Information to third parties necessary for our provision of products and/or services to you and/or compliance with all applicable Laws and/or to parties in accordance with applicable Laws.
4. You understand that failure to provide any of the Information we request in accordance to this Clause 10 may result in your inability to set up a Troy Gold Account or the freezing and/or termination of your Troy Gold Account without any notice to you.
5. Any Information which you provide to us is also subject to our privacy policy (available at http://troygold.app/wp-content/uploads/2019/09/Troy-Gold-Privacy-Policy.pdf ), which is incorporated by reference into this Agreement.
6. You represent and warrant to us that, to the best of your knowledge, any information provided to us by you is complete, accurate, and not misleading in any material respect at all times and you agree to notify us should such information change.

Security and Privacy

1. To protect your privacy and information about your Troy Gold Account and access to your account, when you open a Troy Gold Account, you must create a Password. Unless you enter the correct Password upon logging in to your Troy Gold Account, we are unable to take your instructions regarding your Troy Gold Account. Where and when your correct Password is entered to access your Troy Gold Account:
   • you are responsible for, and authorise us to carry out, all instructions given to us;
   • we will not be liable to you for any loss or claim arising out of our reliance on oral or electronic instructions provided to you; and
   • we shall be entitled to treat all activities that occur under your Troy Gold Account as having been conducted with your knowledge and authority.
2. You accept that it is your responsibility to keep your Password confidential. When you give us instructions by cellular phone, email, or other non-secure methods, including instructions sent through the Troy Gold Mobile App, we cannot guarantee confidentiality because third parties can intercept those methods of communication. If you suspect that any other person has become aware of your Password or have any reason to suspect that the security of your Troy Gold Account has been compromised, you must immediately notify us in writing by email or via the Troy Gold Platform customer service chat and you agree to cooperate with us in any subsequent investigation. Until you notify us, you will be liable for all transactions that are made using your Password. In addition to Passwords, you may be required to adopt other security measures that we make available to protect the security of your information.
3. You must exercise safe security practices when accessing and conducting electronic transactions. This includes signing out and closing any online electronic transaction services once all transactions have been completed regardless of your method of accessing the Troy Gold Platform. You must also maintain any security measures that we recommend relating to requirements for encryption technology, virus scanning, software, firewall systems, anti-spyware software, cybersecurity measures and similar safeguards to maintain security for all electronic transaction activities.
4. You authorise us to access your account and its contents as necessary for purposes including but not limited to, identifying or resolving technical problems or responding to complaints without prior notice to you.
5. Every network communication with Troy Gold’s servers is secured by the transport layer security (TLS) protocol.
6. Troy Gold maintains the master copy of ownership records. Records relating to you and your Troy Gold Account will only be modified upon your instructions, in accordance with this Agreement and the Personal Data Protection Act (No. 26 of 2012) of Singapore (“PDPA”), where applicable.

Price

1. You agree that the price for any purchase or sale of gold of any transaction within your Troy Gold Account will be the Troy Bid or Offer Price (“TBOP”) as calculated by our pricing engine. The pricing engine collects bids and offers twice daily for the purchase or sale of Gold Bullion Bars from each respective provider of the respective Gold Bullion Bar that Troy Gold transacts with. You accept that the TBOP is determined at Troy Gold’s sole and absolute discretion, taking into account all factors it deems relevant, including without being limited to, the prevailing world and local market conditions for gold, the exchange rate between United States Dollar, Singapore Dollar (or any other foreign currency adopted) and South African Rands (or any other foreign currency adopted). Every gold transaction in your Troy Gold Account is executed at the TBOP plus the current prevailing fee published on the Troy Gold Platform.
2. Physical deliveries of Gold Bullion Bar(s), pursuant to your exercise of the Gold Bullion Bar Option, are subject to a processing and delivery fee payable from your Troy Gold Account, as may be determined by Troy Gold.
3. Taking physical possession of your Gold Bullion Bar(s) will incur shipping and insurance surcharges which will be confirmed with you in advance. It is your responsibility to ensure or make payments to your Troy Gold Account such that sufficient funds are available in your Troy Gold Account at the effective time of any funds transfer to account for any redemption fees, which includes processing and delivery fee, shipping and insurance surcharges. Requested transactions may not be processed if you do not have sufficient funds in your Troy Gold Account for all relevant redemption fees.
4. Storage and management fees will apply for gold stored with the Vault Provider(s), at rates prescribed by Troy Gold from time to time.
5. You are entitled to a refund of any purchase of Fractions made within seven (7) days but shall remain liable for any fluctuation in gold prices, storage and management fees within this seven (7) days.

Gold Quality, Purity, and Auditing

1. Troy Gold takes only Gold Bullion Bars from recognized counterparties, bullion-dealers, and bullion-banks which exist in the market.
2. It is envisaged that Troy Gold deals in LBMA Bars and such other Gold Bullion Bars as may be determined by Troy Gold from time to time.
3. Troy Gold accounts units of gold in accordance with that of the respective Gold Bullion Bar. The resulting units of gold applied on your Troy Gold Account is expressed in grams, or a factor of a GB Bar and sold in Fractions.
4. Troy Gold confirms that it has obtained a representation from its gold bullion counterparties that any Gold Bullion Bar purchased by Troy Gold for Troy Gold Accounts is authentic.

Storage and Insurance

1. All storage agreements with Vault Providers are entered into by Troy Gold
2. Any storage agreement entered into by Troy Gold with a Vault Provider provides that gold allocated under the storage agreement will be specifically identified and physically segregated at all times.
3. Notwithstanding any other term, Troy Gold is not responsible for the physical storage and safekeeping of your gold bullion. Beyond committing to ensure adequate insurance is in place in relation thereto, Troy Gold has no responsibility or liability relating to the storage of gold.

Promotional Balances

1. Promotional Balances are equal in value to and have the same redemption rights as non-promotional Troy Gold balances in your Troy Gold Account.
2. Troy Gold may disqualify a Troy Gold Account holder from a promotion and/or claim back any of the Promotional Balances, if it believes, in its absolute discretion, that any of his Troy Gold Accounts, including referred accounts, have been set up to abuse such promotion, or if the Troy Gold Account holder is in breach of this Agreement or the terms and conditions of such promotion. Troy Gold reserves the right to suspend, modify or terminate a promotion at any time and without prior notice.
3. The holder of a referred Troy Gold Account must agree with the terms outlined in Clauses 2 and 3. Troy Gold reserves the right to validate referred Troy Gold Accounts and may withhold Promotional Balances for up to sixty (60) days.
4. You agree not to send a Troy Gold invitation to anyone whom you do not know. Sending your invitation to persons whom you do not know will constitute spamming and may result in a suspension of your Troy Gold Account.
5. Employees of Troy Gold and their family members are excluded from participating in any promotions.
6. Details of any promotional campaigns will be published on the Troy Gold Platform and we reserve the right to amend the details by updating the same on the Troy Gold Platform.

Limitation of Liability; No Warranties

1. To the maximum extent permitted by law, Troy Gold and its Related Parties shall under no circumstances be liable to you for any damage or loss of any kind (including but not limited to any fees, duties, taxes, penalties and interests), any direct, consequential, incidental, special or indirect damages, or costs or claims of any nature whatsoever (“Losses”), even if we had been advised of the possibility thereof. Such Losses include but are not limited to, Losses arising out of or in connection with:
   • theft or any other circumstances leading to the loss of gold, after it has been removed from the Vault at your request for delivery or collection;
   • loss of data or loss of profits;
   • any of your instructions not being sufficiently clear or any failure by you to provide correct or requested information;
   • risks associated with online trading, including but not limited to, software and hardware failure, delay in operation or transmission, failure, errors, omissions or losses of transmitted information or instructions, power outages, internet failure, hackers, cybersecurity breach, data breach, Denial of Service (DoS) attacks, viruses, or other contaminating or destructive properties;
   • any dealing between you and any third party or other Customers of Troy Gold through the Troy Gold Platform, including but not limited to any transfers or making and/or receiving of payments;
   • unauthorised access to your account and/or information; and
   • your use of, access to or reliance on any information found on the Troy Gold Platform.
2. To the maximum extent permitted by law, Troy Gold will not be in breach of this Agreement or otherwise liable for any Losses suffered or incurred by you as a result of any delay in performance or any non-performance of its obligations under this Agreement (and, where relevant, the time for performance will be extended accordingly) if and to the extent that the delay or non-performance is owing to:
   • Force Majeure; or
   • negligence, serious fault or wilful misconduct on the part of you, including but not limited to any failure to keep your Password secure and any failure to comply with this Agreement or associated policies.
3. In the event of Force Majeure, both Parties will use their reasonable endeavours to mitigate the effect of the Force Majeure and to carry out their obligations under this Agreement in any other way that is reasonably practicable. Each Party shall, before carrying out his/its obligations in another way, notify the other Party, including the nature and extent of circumstances giving rise to Force Majeure. If the Force Majeure in question prevails and prevents the performance of any obligation for a continuous period of six (6) months commencing on the date which such Force Majeure begins, both Parties shall be entitled to terminate this Agreement in accordance with Clause 18, by giving notice to the other Party.
4. In the case of market distortion, volatile markets, hacking of systems (including third party systems upon which Troy Gold is reliant), and market disruption, Troy Gold reserves the right to adjust or cancel an order on the Troy Gold Platform, if at the time such order was placed, the metal and currency quotes received from Troy Gold’s data source(s) are found to be incorrect. Troy Gold will contact you if an order needs to be adjusted due to incorrect market data, and you may cancel the order if you do not want to trade on the corrected market rate.
5. The total liability of Troy Gold and its Related Parties to you, arising out of or in connection with this Agreement, shall in no circumstances exceed the value of the Fractions in your Troy Gold Account, including any pre-payment, at the time of the alleged claim.
6. If you grant express permission for a third party to connect to your Troy Gold Account, either through the third party’s or Troy Gold’s products and/or services, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. Further, you acknowledge and agree that you will not hold Troy Gold responsible for, and will indemnify Troy Gold from, any liability arising from the actions or omissions of such third party in connection with the permissions you grant.
7. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, TROYGOLD DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
8. This Clause 16 shall survive termination of this Agreement or closure of any Troy Gold Account.

Indemnity

1. Subject to Clause 16 and except to the extent that it results from Troy Gold’s gross negligence, wilful default, fraud or any contravention or breach by Troy Gold of any applicable Law, you irrevocably and unconditionally agree to indemnify and keep Troy Gold and its Related Parties indemnified against any and all losses, claims, damages, costs, expenses or any other liability whatsoever (including, without limitation, legal fees on a full indemnity basis and all taxes and other duties payable in connection therewith) which may be suffered or incurred by against Troy Gold and its Related Parties, in respect of any matter or event whatsoever arising out of or in connection with:
   • your use and access of our products and/or services under this Agreement;
   • your breach of any obligations under this Agreement;
   • any dispute between you and a third party of the Troy Gold Platform or a violation by you of the rights of any third party;
   • our reliance on your instructions, information, data and records to effect transactions for or provide any products and/or services to you, including any actions properly taken by Troy Gold or by its agents under this Agreement; and
   • the occurrence of any event due to your act, omission or default which compromises the security of the Troy Gold Platform.
2. The indemnity in this Clause 17 shall continue notwithstanding the termination of this Agreement or closure of your Troy Gold Account.

Term and Termination

1. Subject to Clause 18.6, this Agreement will remain in effect and binding until your Troy Gold Account is closed. We may, at our absolute discretion, close your Troy Gold Account and terminate this Agreement by notice to you with immediate effect for any reason whatsoever, including but limited to, any breach of this Agreement by you or upon your bankruptcy. You may close your Troy Gold Account and terminate this Agreement by giving written notice to us provided that your Troy Gold Account has a nil or zero balance.
2. 18.2. Troy Gold reserves its right to immediately suspend or terminate your access to any or all of the services of Troy Gold and/or deactivate or cancel your Troy Gold Account if you are in default, including but not limited to the following circumstances:
   • an issuance against you of a valid subpoena, court order, order from a Governmental Authority, or any order under the applicable Laws arising from your default;
   • misuse of your Troy Gold Account or suspicion by us that it is being used in furtherance of illegal activity (with or without our actual knowledge of the same);
   • your actions to circumvent Troy Gold’s controls, including but not limited to, opening multiple Troy Gold Accounts or abusing promotions which Troy Gold may offer from time to time; and
   • a breach of your obligations in this Agreement.
3. In the event of suspension or termination of your Troy Gold Account by us, you will be permitted to transfer any balance in your Troy Gold Account within ninety (90) days commencing on the date of suspension or termination of your Troy Gold Account, unless such transfer is prohibited by a valid subpoena, court order, order from a Governmental Authority, or otherwise prohibited under the applicable Laws. Troy Gold is entitled to determine if such transfer is prohibited as aforementioned based on its reasonable determination or on professional advice sought. You are responsible for arranging the transfer by way of physical delivery of gold, subject to attaining Full Fraction Subscription, and/or moving your funds to a bank account after your Troy Gold Account has been terminated. You agree that any remaining gold balances in your Troy Gold Account ninety (90) days after it is terminated shall belong to Troy Gold.
4. You will not be charged for termination of your account and will only be required to pay any outstanding charges for those services of Troy Gold that you have used and all amounts due hereunder. If any transaction is in a pending state at the time your account is terminated or suspended, such transaction may be cancelled and/or refunded upon your request. You will not be allowed to terminate your account if we suspect that the purpose of doing so is to evade an investigation or avoid paying any amounts otherwise due to Troy Gold.
5. Upon termination of your account, you authorise Troy Gold to cancel or suspend pending transactions which you have not requested for cancellation or suspension at the time of termination, and also to hold the funds associated with such transactions until Troy Gold is certain that funding reversal windows are complete.
6. Any accrued rights, remedies, obligations and liabilities of both Parties as at termination shall not be affected, including but not limited to, the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination. Any clauses in this Agreement which are implied or expressed to have effect after termination shall continue in full force and effect.
7. If a technical problem causes system outage or account errors, Troy Gold may temporarily suspend access to your Troy Gold Account until the problem is resolved.

Death or Incapacity

1. If you die or otherwise become incapacitated, and evidence of such is produced to us by your legal personal representative(s), which we deem to be sufficient in our sole and absolute discretion, you authorise us to sell the gold in your Troy Gold Account at the prevailing market price and release the funds (after deducting all applicable fees and charges) to your legal personal representative(s). In such an event, your legal personal representative(s) shall be the only person(s) recognised by Troy Gold as having any title or legal rights to your Troy Gold Account.
2. Nothing in this Agreement shall release the estate of a deceased Customer from any liability or obligations in respect of the deceased Customer’s Troy Gold Account.

Tax

1. You are responsible for paying all local taxes (including value added tax, capital gains tax or income tax if applicable) and tariffs that are or may be applicable to purchases, conversion, redemption, sale or custody of gold, sale or receipt of the Fractions, and any associated charges.

Intellectual Property and Confidentiality

1. You acknowledge that any and all the intellectual property rights including, without limitation, the Troy Gold trademark, any other trademarks, trade names, copyright and other rights used or embodied within the Troy Gold Platform, whether registered or not, are owned by or licensed to Troy Gold (“Intellectual Property”). You shall not reproduce, republish, distribute or otherwise exploit any Intellectual Property in any way without our prior written consent.
2. All information and material provided to you by us or on our behalf, excluding your account balances and other information specific to your account, constitute part of our confidential and proprietary information (“Confidential Information”), except for any such information or material available in the public domain through no fault of yours or information or material required to be disclosed by order of court or Governmental Authorities. You may not reproduce, copy, or disclose such Confidential Information without our prior written consent.
3. You warrant that you will not, nor will you attempt to, tamper with, modify, reverse engineer, gain unauthorised access to, or in any way alter any of our software or the Troy Gold Platform. You understand that we may close your account immediately and may take legal action against you if you breach, or we reasonably suspect that you may have breached, this warranty.

Miscellaneous

1. Assignment
   • To the maximum extent permitted by law, Troy Gold may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights and/or obligations under this Agreement without your consent and/or without notice to you.
   • You shall not, without the prior written consent of Troy Gold, assign, transfer, charge, subcontract, or deal in any other manner with all or any of your rights or obligations under this Agreement.
2. Right of set-off
   • You shall be under an obligation to pay all amounts due under this Agreement in full without any deduction or withholding except as required under the applicable Laws, and you shall not be entitled to assert any credit, set-off, or counterclaim against Troy Gold in order to justify withholding or disputing payment of any such amount in whole or in part.
   • Troy Gold may, without limiting its other rights or remedies, set-off any amount owing to it (or to any of its Related Parties) by you against any amount payable by Troy Gold to you.
3. Currency
   Any and all monetary amounts displayed on the Troy Gold Platform are by default in United States Dollars. Customers may have the option of selecting another currency to be displayed.
4. Entire agreement
   • This Agreement constitutes the whole and only agreement between the Parties relating to the subject matter of the Agreement. Each Party to the Agreement acknowledges that he/it has not entered into this Agreement in reliance on any representation, warranty or undertaking of the other Party, which is not set out or referred to in this Agreement. Nothing in this Clause 22.4 shall however operate to limit or exclude liability for fraud.
   • This Agreement applies to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
5. Variation
   • We may add to, remove, vary, amend, and supplement the terms and conditions of this Agreement (including those relating to fees) (“Variation”), at any time as we consider necessary or desirable, including but not limited to Variation in order to reflect changes in the applicable Laws, to meet regulatory requirements, to reflect changes to our notices, policies and operating procedures, provided that we give you written notice of any of such Variation. The written notice, if posted to your Troy Gold Account or email address, shall be deemed to have been received by you on the day it was posted.
   • Except as set out in this Agreement, any Variation of this Agreement shall only be binding when agreed in writing and signed by or on behalf of each Party.
   • You shall be deemed to have agreed to any Variation of the provisions of this Agreement if you continue to use our services after the date specified in the notice as the effective date of such Variation. If you do not wish to be bound by any Variation notified to you in accordance with this Clause 22.5 you may terminate this Agreement in accordance with Clause 18.1 by notifying us in writing without delay and before the expiry of the notice period.
   • Unless expressly agreed, no Variation shall constitute a general waiver of any provisions of this Agreement, nor shall it affect any rights, obligations or liabilities under or pursuant to this Agreement which have already accrued up to and including the date of Variation, and the rights and obligations of the Parties under or pursuant to this Agreement shall remain in full force and effect, except and only to the extent that they are so varied.
6. Severability
   • All covenants, undertakings and other obligations given or entered into by the Parties are given or entered into severally unless the context otherwise requires.
   • In the event any provision (or part of any provision) of this Agreement shall for any reason be held by a court or any other competent authority to be invalid, illegal, or unenforceable, that provision, to the extent required, shall be deemed deleted and the remaining provisions shall remain valid and enforceable.
7. Rights of third parties
   A person who is not party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act (Cap. 53B) of Singapore to enforce any provision of this Agreement.
8. No agency or partnership
   Except as otherwise expressly provided for in this Agreement, nothing in this Agreement is intended to, or shall be deemed to, constitute a trust, partnership or joint venture of any kind between any of the Parties, nor constitute any Party a fiduciary or agent of another Party for any purpose. No Party shall have authority to act as agent for, or to bind, the other Party in any way.
9. Notices
   • Subject to Clause 22.9(b), any notice or other communication required to be given to a Party under or in connection with this Agreement shall be in writing and shall be sent to the other Party by hand, post or electronic mail, and such notice shall be deemed to have been duly served and received:
     i) if it is delivered by hand, when left at the address of the Party;
     ii) if it is delivered by courier, three (3) days after it is posted;
     iii) if it is sent by prepaid post (air-mail, if international), two (2) days after it is posted; and
     iv) if it is sent by electronic mail, immediately upon successful transmission as recorded on the device from the sender which sent the email.
   • In the event such notice or communication relates to the service of any proceedings or other documents in any legal action, such notice or communication shall be sent to Troy Gold’s registered address, as published on the Troy Gold Platform from time to time.
10. No waiver
    • A waiver of any right under this Agreement is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a Party in exercising any right or remedy under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor will any single or partial exercise of any right or remedy preclude or restrict any other further exercise thereof or the exercise of any other right or remedy.
    • Unless specifically provided otherwise, the rights provided in this Agreement are cumulative and do not exclude any rights or remedies provided by law.
11. Governing law
    This Agreement shall be governed by, and construed in accordance with the Laws of Singapore and the Parties agree to submit to the non-exclusive jurisdiction of the courts of Singapore.
12. Void where prohibited
    Although the Troy Gold Platform is accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on the Troy Gold Platform are available to all persons or in all geographic locations, or are appropriate or available for use outside of Singapore. Troy Gold reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product or service to any person or geographic area. Any offer for any feature, product or service made on the Troy Gold Platform is void where prohibited. If you choose to access the Troy Gold Platform from outside Singapore, you do so on your own initiative and you are solely responsible for complying with applicable Laws of the jurisdiction you are in. Troy Gold is not responsible or liable for any legal action or Losses arising from or in connection with any illegality or breach of law arising from you accessing or initiating a transaction on the Troy Gold Platform outside Singapore.
13. Language
    The Parties to this Agreement have requested that this Agreement and any related notice, document or other communication be written in English.
14. Notwithstanding any other provision of this Agreement, any translation of this Agreement is provided solely for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original language of English.
15. If any part of this Agreement or the Troy Gold Platform or your use thereof is regulated by or subject to the Consumer Protection (Fair Trading) Act (Cap. 52A) (“CPFTA”), the Unfair Contract Terms Act (Cap. 396) (“UCTA”) or the PDPA, it is not intended that any part of this Agreement contravenes any provision of the CPFTA, UCTA or PDPA. Therefore all provisions of this Agreement must be treated as being qualified, to the extent necessary, to ensure that the provisions of the CPFTA, UCTA and PDPA are complied with.
16. No provision of this Agreement (or any contract governed by this Agreement):
    • does or purports to limit or exempt us or any other person or entity from any liability (including, without limitation, for any loss directly or indirectly attributable to our gross negligence, wilful default or fraud, or to any other person acting for or controlled by us) to the extent that the applicable Laws do not allow such a limitation or exemption;
    • requires you to assume risk or liability for the kind of liability or loss, to the extent that the applicable Laws do not allow such an assumption of risk or liability; or
    • limits or excludes any warranties or obligations which are implied into this Agreement (or any contract governed by this Agreement) by the CPFTA, UCTA or PDPA (to the extent they are applicable), to the extent that the applicable Laws do not allow them to be limited or excluded.