APA Portal Terms of Use
These Terms apply to your access to and use of Atlantic Partners Asia’s Client Portal (the “Client Portal”). For each product or service accessed through the Client Portal, the APA group entity that provides that product or service to you under the relevant Client Agreement is referred to as the “Applicable APA Entity”. References to “APA”, “we”, “us” or “our” mean the Applicable APA Entity, unless expressly stated otherwise.
The Client Portal may display information relating to products or services provided by other entities within the Atlantic Partners Asia group. Each product or service is provided solely by the Applicable APA Entity identified as the service provider in your relevant Client Agreement. No other APA entity provides, arranges or facilitates that product or service, assumes responsibility for it or is a party to the relevant Client Agreement merely because information relating to it is accessible through the Client Portal.
These Terms form a legally binding agreement between the Client and the Applicable APA Entity in relation to the Client’s access to and use of the Client Portal. THE CLIENT PORTAL IS AN INSTRUCTION, INFORMATION AND CLIENT-SERVICE INTERFACE ONLY. IT DOES NOT ITSELF ACCEPT OR EXECUTE INSTRUCTIONS OR PROVIDE, PROCESS, SETTLE OR COMPLETE ANY TRANSACTION OR REGULATED SERVICE.
BY ACCESSING OR USING THE CLIENT PORTAL, YOU (“CLIENT”, “YOU” OR “YOUR”) AGREE TO BE BOUND BY THESE TERMS IN ADDITION TO THE CLIENT AGREEMENT. THESE TERMS SUPPLEMENT, AND DO NOT REPLACE OR VARY, THE CLIENT AGREEMENT. IF ANY PROVISION OF THESE TERMS CONFLICTS WITH THE CLIENT AGREEMENT, THE CLIENT AGREEMENT SHALL PREVAIL.
1. Eligibility
1.1 Access to the Client Portal is available only to clients who have already entered into an agreement governing the provision of products or services with an APA entity (a “Client Agreement”).
1.2 IF YOU HAVE NOT ENTERED INTO A CLIENT AGREEMENT WITH ANY APA ENTITY, YOU ARE NOT ELIGIBLE TO USE THE CLIENT PORTAL. IF YOU HAVE RECEIVED ACCESS TO THE CLIENT PORTAL IN ERROR, YOU MUST NOT PROCEED TO USE THE CLIENT PORTAL. APA RESERVES THE RIGHT TO CANCEL SUCH UNAUTHORISED ACCESS AND DENY YOU ANY SERVICES.
2. Access to the Client Portal
2.1 APA grants the Client a non-exclusive, non-transferable, non-sublicensable, revocable and limited licence to display, access and use the Client Portal for the duration of the Client Agreement and solely for the Client’s own use.
2.2 The Client may grant access to and use of the Client Portal to its employees, representatives or other persons who are duly authorised and permitted to act on its behalf within the scope of their employment or under a contract with the Client (“Authorised Users”), provided that:
a) The Client acknowledges and accepts that it shall remain solely responsible for, and shall indemnify and hold harmless APA from and against, the acts and omissions of its Authorised Users in their use of the Client Portal.
b) Before initial access to the Client Portal, the Client shall provide details of its Authorised Users. APA may collect personal information about an Authorised User to validate that person’s identity in accordance with the Privacy Policy.
2.3 APA shall provide the Client with access to the Client Portal in connection with the services provided under the Client Agreement. The Client shall be required to create a username and password to access the Client Portal (collectively, “Access Credentials”).
2.4 The Client agrees to manage its Access Credentials safely and securely, and must:
a) ensure that all access to the Client Portal and the services provided under the Client Agreement is properly authorised and secure. The Client is responsible for maintaining the confidentiality and security of its username, password, multi-factor authentication details, security credentials and any other access credentials used to access the Client Portal or authenticate any transaction;
b) ensure that any device, browser, application, email account, payment instrument, account or payment card used in connection with the Client Portal or the services is kept secure and protected against loss, theft, compromise, malware, unauthorised access or misuse.
c) not disclose or share its Access Credentials or write them down or store them in an insecure manner. Where Access Credentials are stored, the Client must use secure storage solutions;
d) The Client agrees to notify APA immediately if it suspects any unauthorised access, compromised credentials, device compromise, fraud, scam, phishing attempt or other security incident affecting the Client Portal, the services or any related account.
2.5 APA is not responsible for losses arising from unauthorised use of the Client Portal resulting from Client’s failure to safeguard its credentials, except to the extent caused by APA’s negligence, wilful default or fraud.
3. The Client Portal
3.1 The Client may use the Client Portal for the purposes set out in these Terms only to:
a) submit instructions, requests, communications and other information through the Client Portal to the Applicable APA Entity in connection with services made available to the Client under the applicable Client Agreement ("Instruction"). The services available to a Client through the Client Portal depend on the Applicable APA Entity with which the Client has entered into a Client Agreement and the regulatory authorisations applicable to that entity. The submission of an Instruction through the Client Portal does not constitute the acceptance, execution, processing, settlement, transfer, safeguarding, custody or completion of any transaction, service or regulated activity. Any such activity will be carried out, where applicable, by the Applicable APA Entity in accordance with the applicable Client Agreement, applicable law and the regulatory authorisations of that entity. Not all services are available to all Clients or from all APA entities;
b) request access to services and products offered by the Applicable APA Entity and made available to the Client, subject to that entity’s approval. The Applicable APA Entity may require the Client to provide additional information to evaluate the request; and
c) view information, reports and status updates relating to your transactions.
3.2 The Client must use the Client Portal only for its own legitimate business or personal purposes, as applicable, and not on behalf of any third party, unless that third party is also an onboarded Client and the Client is its duly Authorised User.
3.3 THE CLIENT PORTAL DOES NOT CONSTITUTE AND IS NOT INTENDED TO BE AN EXCHANGE, ORGANISED MARKET, REGULATED MARKET, RECOGNISED MARKET OPERATOR, APPROVED EXCHANGE, TRADING PLATFORM, EXECUTION VENUE OR PUBLIC OFFER CHANNEL. ANY ACCEPTANCE, EXECUTION, SETTLEMENT, CUSTODY, TRANSFER OR OTHER REGULATED ACTIVITY, WHERE APPLICABLE, WILL BE CARRIED OUT BY THE RELEVANT APA ENTITY OUTSIDE THE CLIENT PORTAL UNDER THE TERMS OF THE APPLICABLE CLIENT AGREEMENT, APPLICABLE LAW, LICENSING PERMISSIONS AND INTERNAL POLICIES. EACH APA ENTITY PROVIDES SERVICES SOLELY WITHIN THE SCOPE OF ITS OWN REGULATORY AUTHORISATIONS AND APPLICABLE CLIENT AGREEMENT. THE CLIENT PORTAL IS A TECHNOLOGY INTERFACE ONLY AND DOES NOT EXTEND, ALTER, OR EXPAND THE REGULATORY AUTHORISATIONS OF ANY APA ENTITY.
3.4 APA may restrict, suspend, withdraw or modify access through the Client Portal to any service, product or information where required or appropriate having regard to applicable law, regulatory requirements or expectations, licensing conditions, regulatory guidance, sanctions, anti-money laundering, countering the financing of terrorism and proliferation financing controls, client due diligence, ongoing monitoring, risk management or APA’s internal policies.
4. The Dashboard
4.1 The Client Portal includes a passive Dashboard component that displays historical and administrative information concerning the Client’s Instructions, together with reports, status updates and other information made available by one or more APA entities. THE DASHBOARD DOES NOT ITSELF ENABLE EXECUTION, TRANSFER, CUSTODY, DEALING, ADVICE, RECOMMENDATIONS, PRICING, ORDER ROUTING, ACCOUNT OPERATION OR ANY OTHER REGULATED ACTIVITY. IT IS MADE AVAILABLE ONLY AS AN ANCILLARY TECHNOLOGY AND INFORMATION INTERFACE SUPPORTING SERVICES PROVIDED UNDER THE RELEVANT CLIENT AGREEMENT.
4.2 The Dashboard may provide an aggregated view of services, products, reports, balances, positions or other information made available to you by one or more APA entities, including services and products that may be regulated and services and products that may not be regulated. Where the Dashboard displays information relating to services or products provided by more than one APA entity, each item of information is provided by and attributable to the relevant APA entity identified in the applicable Client Agreement. The aggregation of such information on a single interface does not mean that any one APA entity is providing, facilitating, or responsible for the services of another APA entity.
4.3 The Client acknowledges that the regulatory protections, safeguards, and oversight applicable to a service or product depend on the specific APA entity providing that service or product and the regulatory regime applicable to it. Client should refer to the applicable Client Agreement for information on the regulatory status of each service or product.
5. Conditions of Use of the Client Portal
5.1 You represent and warrant that you (or your Authorised User) are of legal age and have the capacity and authority to use the Client Portal. If you are an Authorised User or otherwise acting on behalf of an entity, you represent and warrant that the entity you are acting for is a duly incorporated or constituted entity under the laws of the country in which it is incorporated or constituted and you have the capacity and authority to act on behalf of the entity in relation to the Client Portal. You represent, warrant and undertake that all information provided by you to APA in connection with your use of the Client Portal is accurate, current and complete.
5.2 The Client and its Authorised Users are prohibited from using the Client Portal for any purpose that would violate any provision of these Terms. The following prohibited uses apply to the Client’s use of the Client Portal generally and, where a prohibition refers to a specific type of service, product, or asset, that prohibition applies to the extent that the relevant service, product, or asset is provided by the Applicable APA Entity under the applicable Client Agreement. In particular, CLIENT MUST NOT USE, OR ATTEMPT TO USE, THE CLIENT PORTAL:
a) for any unlawful purpose, or in a manner that breaches any applicable law or regulation in any relevant jurisdiction;
b) to submit, instruct, or report any Instruction on behalf of, for the benefit of, or involving, a Restricted Person or a Sanctioned Jurisdiction;
c) to facilitate money laundering, terrorism financing, proliferation financing, tax evasion, fraud, bribery, corruption, or any other financial crime;
d) to submit false, misleading, or inaccurate Instruction details, identity information, wallet addresses, or supporting documentation;
e) in connection with any Digital Asset that has been obtained through, or is otherwise connected to, theft, hacking, ransomware, dark web marketplaces, unlicensed virtual asset service providers, or other illicit activity;
f) to engage in layering, structuring, wash trading, market manipulation, or any activity intended to disguise the origin, ownership, or nature of funds or Digital Assets;
g) to attempt to circumvent APA’s due diligence, transaction monitoring, or sanctions screening processes, including by splitting transactions to avoid reporting or verification thresholds;
h) to gain unauthorised access to the Client Portal, any other Client’s account or data, or APA’s systems, or to interfere with, disrupt, or compromise the integrity, security, or performance of the Client Portal; or
i) otherwise use the Client Portal for any fraudulent or unlawful purpose.
5.3 In addition, the Client and its Authorised Users SHALL NOT:
a) copy, modify, create derivative works from, reverse engineer, disassemble, decompile, decode or adapt any portion of the Client Portal, or otherwise attempt to discover any source code, in whole or in part;
b) rent, lease, lend, sell, assign, sublicense, distribute, publish, or otherwise transfer any rights in the Client Portal;
c) re-sell the Client Portal or its contents, or permit collection (including but not limited to collection via web-scraping);
d) interfere with or disrupt the operation of the Client Portal, the servers or the networks used to make the Client Portal available, or violate any requirements, procedures, policies or regulations of such networks or servers;
e) use any device, software or routine to (i) bypass any code of the Client Portal, (ii) interfere or attempt to interfere with the proper working of the Client Portal, or (iii) reproduce or circumvent the navigational structure or presentation of the Client Portal;
f) take any action that imposes an unreasonable or disproportionately large load on the Client Portal or its host infrastructure;
g) create a database by systematically downloading (whether through an automated system or method of data collection) and storing the contents of the Client Portal; or
h) disclose, disseminate, reproduce, or publish any portion of the Client Portal in any manner or permit the same.
6. Instructions and Information
6.1 For clarity, the Client Portal is a secure instruction and communication channel only. SUBMISSION OF AN INSTRUCTION THROUGH THE CLIENT PORTAL DOES NOT CONSTITUTE EXECUTION, ACCEPTANCE, MATCHING, SETTLEMENT, TRANSFER, CUSTODY, ACCOUNT OPERATION, OR COMPLETION OF ANY INSTRUCTION OR REGULATED SERVICE.
6.2 ANY INSTRUCTION SUBMITTED THROUGH THE CLIENT PORTAL OR USING YOUR ACCESS CREDENTIALS WILL BE TREATED BY APA AS AUTHORISED BY YOU, UNLESS CAUSED BY APA’S FRAUD, WILFUL MISCONDUCT OR BREACH OF APPLICABLE LAW.
6.3 The Client is solely responsible for the accuracy and completeness of all Instructions and information submitted through the Client Portal. APA is entitled to rely on the information submitted by the Client and is not obliged to verify its accuracy before acting on it, except where APA’s own policies or applicable law require additional checks.
6.4 After submitting an Instruction through the Client Portal, the Client must promptly notify APA of any error as soon as it becomes aware of it. APA will use reasonable endeavours to assist but does not guarantee that any amendment, cancellation or recovery will be possible. The Client may be required to resubmit the Instruction.
6.5 Once a transaction has been executed or settled by an APA entity, it may not be amended, cancelled or reversed. Where an Instruction involves Digital Assets and is carried out by the relevant APA entity, the Client acknowledges that such transfers are generally irreversible once confirmed on the relevant network.
6.6 APA may, in its sole discretion, decline, delay, cancel or impose conditions on any Instruction where required or appropriate having regard to applicable laws, regulations, APA’s policies (including those relating to money laundering, terrorism financing, proliferation financing, client due diligence and transaction monitoring), market conditions or operational limitations.
7. Disclaimers
7.1 Unless expressly stated otherwise in the relevant Client Agreement, product terms, or other written agreement from APA, the inclusion or display of any service, product or information in the Client Portal does not mean that the service or product is licensed, approved, authorised, endorsed, supervised or regulated by any regulator.
7.2 Each service or product is provided by the relevant APA entity identified in your Client Agreement, product terms or other written agreement with APA. APA entities may be subject to different licensing, regulatory, prudential, conduct, safeguarding, disclosure, complaints-handling and compensation arrangements depending on the jurisdiction, entity, service or product concerned. Your Client Agreement sets out the terms applicable to you.
7.3 Where a service or product is not regulated, you acknowledge that, as set out in your Client Agreement, you may not benefit from the statutory or regulatory protections, safeguards, dispute resolution processes, compensation schemes or oversight that may apply to regulated services or products. You must review your Client Agreement, product terms or other written agreement with the Applicable APA Entity before using or requesting any service or product, or submitting an Instruction in relation to it.
7.4 THE CLIENT PORTAL DASHBOARD IS PROVIDED FOR CONVENIENCE AND INFORMATION ONLY. IT DOES NOT CONSOLIDATE THE LEGAL IDENTITY OF THE SERVICE PROVIDERS, CREATE A SINGLE REGULATED SERVICE, VARY THE REGULATORY STATUS OF ANY SERVICE OR PRODUCT, OR CREATE ANY ADDITIONAL LICENCE, AUTHORISATION, CLIENT ASSET PROTECTION, SAFEGUARDING OBLIGATION, FIDUCIARY DUTY OR REGULATORY RESPONSIBILITY BEYOND THOSE EXPRESSLY SET OUT IN THE APPLICABLE CLIENT AGREEMENT AND APPLICABLE LAW.
7.5 NOTHING IN THESE TERMS OR IN APA’S PROVISION OF THE CLIENT PORTAL MAY BE CONSTRUED AS A SOLICITATION OR RECOMMENDATION TO BUY OR SELL ANY SECURITY OR INSTRUMENT OR TO ENGAGE IN ANY TRANSACTION. WITHOUT LIMITING THE FOREGOING, CLIENT ACKNOWLEDGES THAT ALL DECISIONS MADE IN CONNECTION WITH THE USE OF THE CLIENT PORTAL AND ANY INFORMATION CONTAINED THEREIN SHALL BE CLIENT’S SOLE RESPONSIBILITY.
7.6 CLIENT ACKNOWLEDGES THAT APA HAS NO DUTY OR OBLIGATION TO VERIFY, CORRECT, COMPLETE OR UPDATE ANY INFORMATION DISPLAYED IN OR ARISING OUT OF THE CLIENT PORTAL, AND IS NOT PROVIDING, AND WILL NOT PROVIDE, ANY INVESTMENT ADVICE OR OTHER REGULATED ACTIVITY UNDER THESE TERMS. CLIENT FURTHER ACKNOWLEDGES THAT APA HAS NOT UNDERTAKEN, AND WILL NOT UNDERTAKE, ANY INDEPENDENT EVALUATION OF WHETHER ANY TRANSACTION OR INSTRUCTION REQUESTED BY CLIENT IS APPROPRIATE FOR CLIENT OR ANY OTHER PERSON, OR MEETS ANY REGULATORY REQUIREMENT APPLICABLE TO CLIENT OR IN RELATION TO ANY MESSAGE, ORDER OR TRANSACTION.
7.7 APA makes no representation that the information provided on the Client Portal is appropriate or available for use outside Singapore. If the Client chooses to access or use the Client Portal outside Singapore, the Client does so at its own risk and shall take all necessary steps to comply with applicable local laws.
7.8 Each APA entity is separately licensed, authorised or regulated (or exempt from licensing or regulation, as the case may be) in the jurisdiction in which it operates. No APA entity provides services beyond the scope of its own regulatory authorisations. The services available to the Client through the Client Portal depend on the APA entity with which the Client has entered into a Client Agreement.
8. Limitation of Liability and Indemnity
8.1 The Client Portal is provided on an “as is” basis. To the extent permitted by law, no APA entity, nor any third party, makes any representation or warranty, whether express or implied, in relation to the Client Portal, including any warranty of merchantability, quality, fitness for a particular purpose, non-infringement, uninterrupted use, error-free operation or freedom from harmful components. APA hereby disclaims any warranties, whether express or implied, in respect of any content, materials, data or services made available through or in relation to the Client Portal.
8.2 APA will not be liable for, and the Client shall hold APA (including all its entities and affiliates) harmless in respect of, any damages, losses, claims, costs or expenses of any kind suffered or incurred by the Client or any third party arising out of:
a) access, use or misuse of the Client Portal by the Client, an Authorised User or any third party granted access to the Access Credentials by the Client or its Authorised User; or negligence by the Client, including its agents, employees, representatives or Authorised Users;
b) any delay, interruption, failure, including access or security failures and unauthorised use or access by unauthorised third parties, or unavailability, whether temporary or permanent, of the Client Portal or any of its features, whether or not caused by APA. CLIENT ACKNOWLEDGES THAT APA MAY SUSPEND OR DENY ACCESS TO THE CLIENT PORTAL WITHOUT PRIOR NOTICE DURING SCHEDULED OR UNSCHEDULED SYSTEM MAINTENANCE OR UPGRADING;
c) the quality, completeness, accuracy, reliability or service levels in connection with the Client Portal;
d) any loss or corruption of data in connection with your use of the Client Portal; or
e) any breach by you or your Authorised Users of any representations, warranties or undertakings provided in these Terms.
8.3 Notwithstanding any provision of these Terms, to the extent permitted by applicable law: (i) APA shall not be liable for any lost profits or indirect, incidental, special, punitive, consequential or similar damages in respect of the Client Portal, even if advised of the possibility of such damages; (ii) the aggregate liability of APA, its employees, agents, contractors and affiliates arising out of or in connection with these Terms, whether directly or indirectly, shall not exceed the limits set out in your respective Client Agreement, regardless of the cause or form of action and whether the claims are grounded in contract or tort; and (iii) no proceedings may be commenced more than one (1) year after the date on which the Client became aware, or ought reasonably to have become aware, of the facts giving rise to the claim, except to the extent that such limitation is prohibited by applicable law. The Parties agree that these Terms reflect a reasonable allocation of risk and limitation of liability.
8.4 This Clause 8 will survive any termination or expiration of these Terms.
9. Personal Information
9.1 APA may collect and use information provided through the Client Portal by the Client, its authorised representatives, independent contractors or consultants in accordance with APA’s Privacy Policy.
9.2 APA may set cookies on the Client’s or its Authorised User’s computer for identification purposes, to permit access to areas of the Client Portal in place of a login and password, and to record use of the Client Portal. No such cookies shall be accessible by domains outside APA, in accordance with APA’s Cookies Policy.
10. Term
10.1 These Terms take effect on the date on which the Client receives the Access Credentials and continue to apply for as long as the Client has access to the Client Portal, until (i) the Client Agreement is terminated for any reason; or (ii) APA, in its sole discretion, terminates, suspends or restricts the Client’s access to or use of the Client Portal.
10.2 To the extent permitted by applicable law, APA will not be liable solely by reason of a suspension, restriction or termination properly exercised in accordance with these Terms and the applicable Client Agreement.
11. Severability and Interpretation
If a governmental authority of any competent jurisdiction holds any provision of these Terms to be unenforceable, then that provision is to be construed either by modifying it to the minimum extent necessary to make it enforceable (if permitted by law) or disregarding it (if not). If an unenforceable provision is modified or disregarded in accordance with this section, all other provisions of these Terms are to remain in effect as written, except that the entirety of these Terms will be unenforceable if modifying or disregarding the unenforceable provision affects the economic and legal substance of the transactions contemplated by these Terms in a manner materially adverse to either party.
12. Assignment
These Terms shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. The Client may not assign any of its rights or delegate any of its duties under these Terms without APA’s prior written consent. Any purported assignment without that consent shall be null and void. APA may assign, transfer or delegate any of its rights or obligations under these Terms, in whole or in part, to any third party without the Client’s prior written consent.
13. Variation
APA will provide the Client with not less than 30 days’ prior notice of any material amendment to these Terms, unless the amendment is required to comply with applicable law, regulation, or a direction or requirement of any regulatory authority, in which case the amendment may take effect immediately or on such date as may be required.
14. Third Party Rights
A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 2001, or any equivalent law in any jurisdiction, to enforce any term of, or enjoy any benefit under, these Terms.
15. Contact or Complaints
If you have any questions or wish to raise a complaint, you may contact your Client Relationship Manager or send an email to complaints@atlanticpartnersasia.com.
Please refer to APA’s Complaints Process.
16. Dispute Resolution & Governing Law
These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by the law specified in the applicable Client Agreement. Any dispute arising out of or in connection with these Terms or the Client Portal shall be resolved in accordance with the dispute resolution and jurisdiction provisions of that Client Agreement.
If there is no applicable Client Agreement, or if the Client Agreement does not specify the governing law or dispute resolution mechanism applicable to the dispute, these Terms and any non-contractual obligations arising out of or in connection with them shall be governed by Singapore law. Any dispute arising out of or in connection with these Terms, including any question regarding their existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the SIAC Rules for the time being in force, which rules are deemed to be incorporated by reference into this clause. The seat of arbitration shall be Singapore. The tribunal shall consist of one arbitrator. The language of the arbitration shall be English.
17. Force Majeure
Neither Party shall be liable to the other for any failure or delay in the performance of any obligation under these Terms to the extent that such failure or delay is caused by or results from any event or circumstance beyond the reasonable control of the affected Party, including (without limitation) acts of God, fire, flood, earthquake, epidemic, pandemic, war, terrorism, riot, civil commotion, sanctions, government actions or directives, regulatory actions or requirements (including any action by a regulatory authority), power failure, internet or telecommunications failure, cyberattack, system outage, labour dispute, or any failure or disruption of any network, payment system, clearing system, settlement infrastructure or third-party service provider relevant to the applicable service (each, a “Force Majeure Event”). The affected Party shall use reasonable endeavours to mitigate the effects of any Force Majeure Event and shall promptly notify the other Party of the occurrence and expected duration of the Force Majeure Event. For the avoidance of doubt, this clause does not limit APA’s right under these Terms to restrict, suspend, withdraw or modify access to the Client Portal.
Terms of Use - Applicable to APA SPC Fund
The Client Portal will also be available to liquidity providers (each, a “Liquidity Partner”) who have provided funds (“Liquidity Funds”) to APA SPC FUND, an affiliate entity incorporated in the Cayman Islands with company number 270942 (the “APA Fund”), under a Liquidity Agreement signed between the Liquidity Partner and the APA Fund.
For clarity, the Client Portal is an information and communication facility for administering the Liquidity Agreement. It enables the Liquidity Partner to view Liquidity Funds provided to APA Fund and communicate to the APA Fund how these funds should be repaid.
For the Liquidity Partner’s use of the Client Portal in connection with the Liquidity Agreement, references in the Client Portal Terms of Use to “Client” mean the Liquidity Partner, references to “Client Agreement” mean the Liquidity Agreement, and references to the “Applicable APA Entity” mean the APA Fund. These additional terms prevail over the Client Portal Terms of Use to the extent of any inconsistency concerning that use. The Liquidity Agreement prevails over both sets of terms to the extent of any inconsistency. Neither set of terms varies the rights or obligations of the Parties under the Liquidity Agreement.
1. Disclaimers
1.1 The APA Fund does not provide payment services, money transmission, money services business, account issuance, e-money, stored value, deposit-taking, custody, escrow or trust services, or securities of any kind. Nothing in these Terms or the Client Portal constitutes any such service or securities.
1.2 The Outstanding Balance displayed in the Client Portal is a record of the remaining Liquidity Funds payable by the APA Fund to the Liquidity Partner. IT IS NOT, AND IS NOT INTENDED TO BE, AN ACCOUNT, A BALANCE OF FUNDS OR STORED VALUE. THE APA FUND DOES NOT HOLD, SEGREGATE, EARMARK OR SAFEGUARD FUNDS FOR ANY LIQUIDITY PARTNER OR ITS NOMINATED PAYEES, AND NO TRUST ARISES OVER THE OUTSTANDING BALANCE.
1.3 For the avoidance of doubt, full legal and beneficial title to the Liquidity Funds passes to the APA Fund upon receipt of those funds from the Liquidity Partner under the Liquidity Agreement. The APA Fund may use those funds for its own working capital at its sole discretion.
1.4 The APA Fund shall repay all or part of the Outstanding Balance from its own account solely to discharge its obligations to the Liquidity Partner under the Liquidity Agreement. No repayment shall exceed the Outstanding Balance. Repayment may be made to (i) the Liquidity Partner’s own nominated account (the “Nominated Account”); or (ii) a payee at the Liquidity Partner’s direction (a “Directed Payment”). Repayment is not dependent on the APA Fund receiving money from another Liquidity Partner or any other person.
1.5 The APA Fund charges no fee for use of the Client Portal or for payments to the Nominated Account or Directed Payments in partial or full discharge of the Outstanding Balance. However, the APA Fund may use a regulated APA entity or a third-party service provider to facilitate those repayments. Any fees or charges imposed by those entities or service providers for their services shall be payable by the Liquidity Partner.
2. Outstanding Balance and Repayment Calls
2.1 The Dashboard displays the Outstanding Balance as recorded in the APA Fund’s books. The Outstanding Balance cannot itself be transferred, used to make payments or drawn on. To request repayment of all or part of the Outstanding Balance, the Liquidity Partner must submit a demand through the Client Portal (a “Repayment Call”).
2.2 Each Repayment Call must specify:
a) the amount to be repaid and the currency;
b) whether repayment is to be made to the Liquidity Partner’s Nominated Account or to a third-party payee as a Directed Payment;
c) the account holder’s or payee’s full name, the relevant account details and any supporting information reasonably required to verify the recipient; and
d) the Liquidity Partner’s authority to direct the repayment and, for a Directed Payment, the purpose of that payment. The Liquidity Partner shall ensure that it is entitled under applicable law to provide any personal information included in a Repayment Call. The APA Fund may disclose information necessary to verify or carry out the repayment to the relevant APA entity or third-party service provider in accordance with applicable law and the Global Privacy Policy.
2.3 Once confirmed in the Client Portal, a Repayment Call is irrevocable unless the APA Fund agrees otherwise in writing.
2.4 The APA Fund may, in its sole discretion, decline, delay, cancel or impose conditions on any Repayment Call where required or appropriate having regard to applicable laws, regulations, APA’s policies (including those relating to money laundering, terrorism financing, proliferation financing, client due diligence and transaction monitoring), market conditions or operational limitations.
2.5 A restriction, suspension or termination of access to the Client Portal, or the rejection, delay or cancellation of a Repayment Call, does not of itself extinguish or vary the APA Fund’s obligations under the Liquidity Agreement. Nothing in these Terms requires either Party to act in breach of applicable law.
2.6 Upon completion, a Directed Payment made at the Liquidity Partner’s direction shall discharge the APA Fund’s obligation to repay the Liquidity Funds to the extent of the amount paid. The Outstanding Balance shall be reduced accordingly.
2.7 The Liquidity Partner agrees that, if a repayment to the Nominated Account or a Directed Payment fails, is rejected or is returned, any fees or costs incurred by the APA Fund in connection with that failure, rejection or return shall be deducted from the Outstanding Balance, unless the failure, rejection or return was caused by the APA Fund’s own actions or negligence.