General Investment Risk: The Client acknowledges that any investment in Capital Markets Products carries investment risks. In particular, the price or value of any Capital Markets Product or the derivatives of underlying Capital Markets Products can and do fluctuate and may even become valueless, resulting in possible loss not only of profit but also of all or part of the principal sums invested. There is an inherent risk that Losses may be incurred rather than profit made as a result of investment in Capital Markets Products and the Client is prepared and able to accept and tolerate such risk. Past performance of any investment is not necessarily indicative of future performance.

Capital Markets Products involving derivatives contracts are risky, and their return components are generally based on the performance of the underlying asset. The nature and risks of Capital Markets Products relevant to the Services are generally described in this Website. Investors should pay attention to the points below.

Possibilities of losing investment: Investors may lose part or all of their investment if the price of the Capital Markets Product or underlying asset (where relevant) moves against their investment view. Products offered by Penguin Securities Pte Ltd (“PSPL”) are NOT principal-protected. Please read through the Product Factsheet, information associated to the Capital Markets Product, and the associated risk disclosures carefully to ensure that you understand the product. If you do not understand the Capital Markets Product and associated risks, you should not trade, subscribe or otherwise invest the product.

Price adjustment: Investors should also note that issuers may make adjustments to Capital Markets Products due to Corporate Actions in relation to the underlying asset.

Interest rates: While most Capital Markets Products offer a yield that is potentially higher than the interest on fixed deposits and traditional bonds, the return on investment is limited to the potential yield of the Capital Markets Products. The higher yield set out for certain Capital Markets Products is provided in exchange for the comparatively high risk attributable to this product.

Potential yield: Investors should consult their brokers on fees and charges related to the purchase and sale of Capital Markets Products and payment / delivery at maturity.

Liquidity Risk: The Client should note the liquidity risk of any Capital Markets Product invested in by the Client. Once the Client invests the investment amount in the Capital Markets Products, no early withdrawal, termination or redemption by the Client is permitted until the Settlement date. Settlement of the Capital Markets Products will automatically be effected upon the maturity date. There may also be no secondary market to sell the Capital Markets Product. While PSPL aims to maintain liquidity, market conditions or regulatory constraints may limit the ability to redeem or liquidate assets early without incurring Losses and/or penalties.

Capital Market Products in custody and the risks involved: The Client understands and acknowledges that there are inherent risks in leaving Capital Market Products in the custody of the External Custody Provider. While PSPL takes due care in handling these assets, the Client agrees that PSPL cannot be held responsible for any potential Losses, whether direct or indirect, that may arise due to the actions, defaults, or negligence of independent nominees or third parties. Additionally, the Client acknowledges that entrusting Capital Market Products to third parties may involve certain counterparty risks. By proceeding, the Client accepts these risks as part of the safe custody arrangement.

Holding of Client Assets in Omnibus Accounts and Associated Risks: While holding Client Assets in omnibus account(s) often create savings in fees and have advantages in efficiency, it also presents certain risks. The Client may be exposed to Losses of other clients whose assets are held in the omnibus account(s), including mutualisation risk. Trust accounts bear risk. Depending on the transaction, a “holding chain” may exist in which multiple capital markets intermediaries may be involved in a transaction, which may hold Client Moneys or Client Assets differently. Should the Custodian with which the trust account is maintained or other capital markets intermediaries as part of the holding chain suffers an Insolvency Event, the Client may face a delay in the recovery of the Client’s assets or may not be able to fully recover the Client’s assets. As the Client’s assets (depending on the currency or Capital Markets Product transacted) may be maintained with an External Custody Provider outside Singapore, the laws and practices relating to trust accounts in the jurisdiction where the Custodian is licensed, registered or authorised may be materially different from the laws and practices in Singapore relating to trust accounts. Accordingly, the level of protection may not be the same as that accorded to assets that are held in Singapore, which may affect the Client’s ability to recover the assets.

Risk of Electronic Communications: Access to the internet or other electronic devices may be limited or unavailable during periods of peak demand, market volatility, systems upgrades or maintenance or for other reasons. Electronic Communications may be subject to interruption, transmission blackout, and delayed transmission due to unpredictable traffic congestion and other Force Majeure Events. The Internet may be, due to technical limitations, an unreliable medium of communication. There may be delays in the transmission and receipt of Instructions and other information and this may result in delays in the execution of Instructions and/or the execution of Instructions at prices different from those prevailing prices at the time the Instructions were given. Moreover, communications and Personal Data may be accessed by unauthorised third-party; and there are risks of misunderstanding or errors in any communication. Such risks shall be absolutely borne by the Client. The Client acknowledges and agrees that it will not generally be possible to cancel an Instruction after it has been given.

Cybersecurity Risk: PSPL has taken effective measures to protect the security of Account information and activities of Client. Nevertheless, by signing this Agreement, the Client hereby acknowledges that it is aware of the cybersecurity risks associated with the Internet which are beyond PSPL’s reasonable control, as well as: (a) the possibility of interruption or delay of transaction Instructions and data error arisen from causes like data transmission over the Internet and mobile telecommunication networks; (b) information stored in mobile phone including account and password being or becoming known to others, whether due to the loss of physical devices, improper safekeeping of passwords or otherwise; (c) the possibility of errors or delays in market information caused by factors like malicious attacks on mobile telecommunication networks or internet, or failures of network server; and (d) mobile devices and software systems being illegally attacked, hacked or infected by viruses, affecting market information.

In view of the above cybersecurity risks, the Client represents that it shall take prevention and protection measures, acquire reasonable knowledge about appropriate computer and mobile phone operations and safety precaution. Upon discovering any irregularities in the Account, network or electronic equipment, the Client is must immediately inform PSPL and, to the extent the Client is able, put in place mitigating measures to address such irregularities as soon as possible.

Notwithstanding measures taken by PSPL to minimise the cybersecurity risks, PSPL accepts no responsibility for any Losses that may be sustained or incurred, whether directly or indirectly, as a result of or in connection with such risks beyond PSPL’s reasonable control. The Client should not place any Instruction with PSPL over the internet if the Client is not prepared to accept such risks.

Instructions Outside Singapore: If the Client gives any Instruction to PSPL outside Singapore, the Client agrees to ensure and represent that such Instruction will have been given in compliance with any Applicable Law of the relevant jurisdiction from which the Client’s Instruction is given, and the Client further agrees that the Client shall, when in doubt, consult legal advisers and other professionals of the relevant jurisdiction. The Client accepts that there may be Taxes payable to relevant authorities in respect to any Instruction given outside Singapore, and the Client agrees to pay such Taxes as applicable.

Counterparty Risks: All transactions that are executed upon the Client’s Instructions with counterparties and brokers are dependent on their due performance of their obligations. The suffering of Insolvency Event by such counterparties and brokers may lead to positions being liquidated or closed out without the Client’s consent and without prior notice being provided to the Client.

While External Custody Providers may have robust security measures and insurance, there is still a theoretical risk of theft or operational failure. The continued provision of the Services to the Client depends on the continuous operation and solvency of Regulated Markets and other exchanges. Any failure or disruption in exchange operations could negatively impact performance.

Volatility Risk: The digital asset markets can be extremely volatile. Past performance of any investment is not necessarily indicative of future performance. PSPL is not liable for any Losses incurred from price fluctuations.

Stablecoin Depeg Risk: Where applicable, in relation to Capital Markets Products with digital asset exposure, where such exposure is dependent in any one upon the value of stablecoins, the deviation of the value of such stablecoins from their pegged value may cause a corresponding decrease in the value of the Capital Markets Product, result in significant Losses before positions can be exited.

Asymmetric Liquidation Risk: Investment in market-neutral positions can become unbalanced due to sudden market volatility, causing liquidation on one side of the trade before corrective actions can be taken.

API Key Compromise Risk: Unauthorised access through compromised API keys may result in fraudulent trades. While PSPL implements systems to detect and invalidate such keys, sophisticated attacks may still lead to Losses.

Regulatory Risks: It is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing, new technology or any of the products provided by PSPL. These developments may, inter alia, have a materially adverse impact on the value of the Capital Markets Products. Regulatory changes in Singapore or other jurisdictions could affect the ability of PSPL to continue operating the Services, potentially leading to early termination and liquidation of Capital Markets Products under unfavourable conditions.