Terms of Service

1. The Agreement

These terms form a binding agreement between you and HYZQ Capital Pte. Ltd. They apply to every visit to the website and to every engagement for custody, documentation or systems design services, unless a separate signed agreement between you and the company expressly replaces them. Where a signed engagement letter conflicts with these terms, the signed engagement letter prevails for the specific engagement it covers.

No variation of these terms is effective unless it is made in writing and accepted by both parties. A delay in enforcing any provision does not waive that provision, and if any provision is found to be unenforceable, the remaining provisions continue in force.

The company may provide services through its staff at the Novena Square office and through approved service providers. The company remains responsible for the services it provides, subject to the limitations set out below.

2. Definitions

In these terms, the company means HYZQ Capital Pte. Ltd. The client means the person or organisation that engages the company to provide services. The services means the custody, documentation, systems design and related professional services provided by the company. Documents means the records, instruments, minutes, instructions and other materials delivered into custody. The desk means the custody operation run by the company from its Novena Square office.

A settlement sitting means a scheduled session at which documents are released, retained or returned in the presence of the relevant parties. A safekeeping receipt means the numbered receipt issued by the company when it accepts documents into custody. A release note means the signed record that authorises and evidences the release of documents from custody.

Business day means a day other than a Saturday, Sunday or public holiday in Singapore. Working hours means the hours during which the desk is open, as published on the contact page of the website from time to time.

3. Eligibility and Authority

The services are offered to organisations and to individuals acting in a professional capacity. By engaging the company, you confirm that you have the authority to bind the client to these terms and that the information you provide is accurate and complete.

You also confirm that you are not subject to sanctions or restrictions that would prohibit the company from providing services to you, and that the documents you deliver into custody are not the proceeds of unlawful activity and are not being used to conceal unlawful activity. The company may decline an engagement or suspend a service where it has reasonable grounds to believe that continuing would breach applicable law or would expose the desk to unacceptable risk.

The company may carry out identity and authority checks before accepting documents into custody. You agree to provide the information reasonably required for those checks and to update the company if your circumstances change in a way that affects them.

4. Scope of Services

The company provides a custody desk with six core services: safekeeping receipt bays, wire instruction runs, board minute desks, custody audit windows, pledge release reviews and settlement sittings. Each service is described on the services page of the website and, where an engagement requires it, in a written engagement letter that sets out the specific scope, deliverables and fees.

The company also provides computer systems design and related professional services. Those services are provided under the terms of the relevant engagement and may involve the design, documentation and review of systems that support custody and settlement work.

Unless expressly agreed in writing, the company does not provide legal, tax, investment or accounting advice, and nothing on the website or in the services should be treated as such advice. The company does not act as a custodian in a regulated financial sense unless a separate written agreement expressly says so. The custody desk is a documentation custody service, and its scope is defined by the engagement.

5. Custody Duties of the Company

The company will receive documents in a controlled manner, count them against the covering schedule, seal them where appropriate and issue a numbered safekeeping receipt. The company will index each record so that it can be located and produced on request, and it will keep the physical record and the digital record in step.

The company will apply reasonable skill and care in holding documents, in verifying wire instructions, in reviewing pledges before release and in conducting settlement sittings. It will maintain appropriate physical and technical security, restrict access to staff who need a record for a defined task, and keep records of access so that an unusual event can be investigated.

The company does not guarantee that a document is genuine, that a signature is valid or that the authority behind an instruction is free from defect. It verifies what it can verify within the scope of the service, and it reports any concern to the client so that the client can decide how to proceed.

6. Duties of the Client

The client will provide accurate and complete information about the documents delivered into custody, including a covering schedule that identifies each item. The client will ensure that it has the right to deliver the documents and that doing so does not breach any obligation owed to a third party.

The client will keep the company informed of any change in authorised signatories, any change in the conditions attached to a pledge and any event that could affect a pending settlement sitting. The client will pay the fees agreed for the services and will cooperate in good faith with reasonable requests for information.

The client is responsible for the lawfulness of the documents and of the instructions it gives. Where a document or an instruction is subject to a legal restriction, the client will tell the company about the restriction before the document is delivered or the instruction is given.

7. Instructions and Authority

The company acts on instructions given by persons who are authorised to give them on behalf of the client. The client will provide a list of authorised persons and will keep that list current. The company may decline to act on an instruction that appears to come from an unauthorised person or that appears to conflict with a restriction the company has been told about.

A wire instruction run is verified by two reviewers before it reaches settlement, which is a safeguard and not a substitute for the client own checks. If the company identifies a discrepancy, it will pause the run and seek confirmation before proceeding. A pause does not constitute a breach of these terms, and the company is not liable for any delay that results from a genuine discrepancy that needs to be resolved.

8. Fees and Payment

Fees for the services are set out in the engagement letter or in a written quotation accepted by the client. Unless the engagement letter says otherwise, fees are payable within the period stated on the invoice and are exclusive of any taxes that apply. The company may charge reasonable expenses where an engagement requires travel or third party costs, and it will obtain the client agreement before incurring material expenses.

Where fees remain unpaid after the due date, the company may charge interest at the rate permitted by applicable law and may suspend the service after giving reasonable notice. Suspension does not release the client from its obligation to pay for services already provided, and it does not entitle the client to remove documents without following the release procedure.

The company will not release documents from custody while undisputed fees for the relevant engagement remain outstanding, unless the company agrees otherwise in writing or unless release is required by law. This right is a payment safeguard and is exercised reasonably.

9. Settlement Sittings

A settlement sitting is scheduled at a time agreed with the client and the other parties. The company will confirm the time, the place and the documents involved before the sitting, and it will ensure that the relevant records are available and indexed. Each sitting ends with a signed record of what was released, what was retained and what was returned.

If a party fails to attend a scheduled sitting without reasonable notice, the company may reschedule the sitting and may charge a reasonable fee for the time reserved. The company will not release documents outside a sitting unless the engagement letter provides for an alternative release procedure and that procedure is followed.

10. Release of Documents

Documents are released only after a release review confirms that the conditions for release have been satisfied. The review is carried out by a reviewer who did not prepare the record, and it produces a signed release note that identifies the approver and the instruction that authorised the release. The client or its authorised representative will acknowledge receipt of released documents.

Where a pledge is involved, the release review will check that every condition of the pledge has been met before the document leaves custody. If a condition has not been met, the company will not release the document and will explain what remains outstanding.

11. Records and Reporting

The company keeps records of the documents received, the access to those documents, the reviews carried out and the releases effected. Clients may request a report on the documents held in custody and on the movements that have occurred, and the company will provide the report within a reasonable time.

Custody audit windows allow an independent reviewer to inspect the records on a scheduled basis. The company will cooperate with an audit conducted within the terms of the engagement, and it will provide the evidence reasonably required. Findings from an audit are recorded and tracked to closure, and the closure evidence is retained with the audit record.

12. Confidentiality

Each party will keep confidential the information it receives from the other party in connection with the services, and it will use that information only for the purposes of the engagement. This obligation does not apply to information that is already public, that is independently developed without use of the confidential information, or that is required to be disclosed by law.

The company will ensure that its staff and approved service providers are bound by confidentiality obligations consistent with this section. Where disclosure is required by law, the company will, where permitted, notify the client before disclosing so that the client can take appropriate steps.

13. Intellectual Property

The website, its content, its design and the marks used on it are owned by the company or used with permission. You may view and print pages for your own reference, but you may not copy, republish or commercially exploit the content without written permission from the company.

Where the company provides systems design deliverables, the ownership of those deliverables is set out in the relevant engagement letter. Unless the engagement letter says otherwise, the company retains ownership of its underlying methods, tools and know how, and it grants the client a licence to use the deliverables for the purpose for which they were provided.

14. Acceptable Use of the Website

You agree to use the website lawfully and not to interfere with its operation. You must not attempt to gain unauthorised access to the website or to any system connected to it, and you must not use the website to transmit malicious code or to conduct automated scraping that places an unreasonable load on the service.

The information on the website is provided for general information and may be updated from time to time. The company does not warrant that the website will be available without interruption or that it will be free from errors, although it takes reasonable steps to keep the service reliable.

15. Third Party Services

The company may use third party services, such as banks, settlement agents, document storage providers and information technology providers, to deliver the services. The company selects these providers with care and remains responsible for the services it provides, but it is not responsible for the acts or omissions of a third party that are outside its control.

Where a third party service is governed by its own terms, those terms may apply to the relevant part of the service. The company will tell the client where a third party term materially affects the engagement.

16. Limitation of Liability

To the fullest extent permitted by law, the company is not liable for any indirect, incidental, special or consequential loss, or for any loss of profit, loss of business or loss of goodwill, arising out of or in connection with the services or the website. The company is not liable for loss caused by a document that is not genuine, by an instruction that is given by an unauthorised person without the company fault, or by a third party outside the control of the company.

To the fullest extent permitted by law, the total liability of the company for all claims arising out of or in connection with an engagement is limited to the fees paid by the client for the services giving rise to the claim. Nothing in these terms excludes or limits liability that cannot be excluded or limited by law, including liability for fraud or for death or personal injury caused by negligence.

The client is responsible for maintaining its own copies of documents where it needs them, and for taking its own advice on matters that fall outside the scope of the services. The company does not accept liability for a decision that the client takes on the basis of information provided by the company where that decision involves matters outside the engagement.

17. Indemnity

The client will indemnify the company against any loss, liability, cost or expense that the company incurs as a result of a breach of these terms by the client, a document delivered by the client that infringes the rights of a third party, or an instruction given by the client that is unlawful or that breaches a restriction the company was not told about.

This indemnity does not apply to the extent that the loss is caused by the negligence of the company or by a breach of these terms by the company. The company will notify the client of any claim that may give rise to an indemnity and will cooperate reasonably in the defence of that claim.

18. Term and Termination

An engagement continues until the services are completed or until it is terminated in accordance with this section. Either party may terminate an engagement by giving reasonable written notice to the other party. The company may terminate immediately where the client breaches a material term and does not remedy the breach within a reasonable period after notice, or where continuing would breach applicable law.

On termination, the client remains liable for fees for services provided up to the date of termination, and the company will follow the agreed release procedure for documents still held in custody. Where the client does not collect the documents within a reasonable period, the company may continue to hold them, may charge a reasonable storage fee and may deal with them in accordance with applicable law.

Sections that by their nature should survive termination, including confidentiality, intellectual property, limitation of liability, indemnity and governing law, continue in force after the engagement ends.

19. Force Majeure

The company is not liable for a failure or delay in performing its obligations where the failure or delay is caused by an event beyond its reasonable control. Such events can include natural disasters, epidemic or pandemic, civil unrest, war, governmental action, failure of utilities or telecommunications, or a failure of a third party service on which the company reasonably relies.

Where a force majeure event occurs, the company will notify the client as soon as practicable and will take reasonable steps to resume performance. If the event continues for a prolonged period, either party may terminate the affected engagement by written notice, subject to the client obligation to pay for services already provided.

20. Governing Law and Disputes

These terms are governed by the laws of Singapore, and the courts of Singapore have exclusive jurisdiction over any dispute arising out of or in connection with them, unless a separate engagement letter provides for a different forum. Before commencing proceedings, the parties will attempt in good faith to resolve the dispute through discussion and, where appropriate, through a structured negotiation.

Where a dispute concerns the custody of documents, the company may continue to hold the documents pending resolution and will follow any order of a court with competent jurisdiction. The company will not release documents to a party that is not entitled to receive them, even if that party has commenced proceedings.

Nothing in this section prevents a party from seeking urgent relief from a court where that is necessary to protect its position.

21. Changes to These Terms

The company may update these terms from time to time to reflect changes in its services, its practices or the law. The updated terms will be published on the website with a new date at the top of the page. Where a change is material, the company will take reasonable steps to bring it to the attention of clients.

Changes apply to engagements entered into after the updated terms are published, unless the client agrees to apply them to an existing engagement. If you do not agree with an update, you may terminate the affected engagement in accordance with the termination section above.

22. Contact Details

If you have a question about these terms or about a specific engagement, please contact the company using the details below. The custody desk will respond within a reasonable time during business days.

HYZQ Capital Pte. Ltd.
238A Thomson Road, #25-07 Novena Square, 307684, Singapore (SG)
Email: helpdesk@hyzqcapital.buzz
Phone: +19593452598

The company values clear communication and welcomes the opportunity to resolve any concern before it becomes a formal dispute.