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 these terms and conditions, any account-opening documentation (including an electronic registration form you complete when applying for a QM Account) and any other documents, terms and conditions, or policies which are expressly stated by QM Account to form part of the agreement between us and you.
“QM Account” means the electronic record of:
gold that you own, identified by quantity and purity of the gold, and delivered to us for storage in the Vault;
payments to and from us in relation to the purchases, sales and withdrawals of gold and any other transactions between you and us under this Agreement;
the fees levied by us for services provided to you.
“Customer”, “you” or “your” means a person who has registered and has been accepted by us for a QM Account on the QM Website or QM Mobile App including satisfactorily completing the applicable verification requirements in accordance with this Agreement;
“Force Majeure” means any circumstance, act, or event beyond our reasonable control, including (but not limited to) any:
lock outs, strikes or other industrial disputes (in each case, whether or not relating to our workforce and whether or not beyond our reasonable control);
changes to applicable laws, acts, or regulations of any governmental or supranational bodies or 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).
“Quantum Metal”, “we”, “us”, or “our” means Quantum Metal Malaysia Sdn Bhd, a company incorporated in Malaysia with its registered address (___________________________);
“QM Platform” means the QM private and public website accessible at www.quantummetal.com amended from time to time (the “Website”), the QM Application Programming Interface (“API”), and any associated QM-hosted websites or mobile applications (“Mobile App”) (collectively the “QM Platform”);
“QM Services” means any and all of the services provided to you through the QM Platform and includes the use of the QM Platform;
“Password” means the string of at least eight (8) characters in length that you may use to access your QM Account;
“Privacy Notice” means the privacy notice of QM that is available on the QM Website (as amended from time to time);
“Promotional Balances” means the balance in your QM Account resulting from your participation in any QM promotions including lucky draws, festive campaigns and the use of promotional codes;
“Vault” means the location where gold is physically stored pursuant to an agreement entered into by or on behalf of QM with a Vault Operator;
“Vault Operators” means one or more service providers appointed by us (or our agent) in accordance with clause 8 to store gold on behalf of our customers.
This Agreement takes effect upon acceptance by the Customer of these terms and conditions during the account opening process through the QM Mobile App. The relationship between QM and the Customer arising from or in connection with the Customer’s QM Account shall be defined and governed by this Agreement.
This Agreement applies to your QM Account and your use of:
the QM Platform; and
any of the services provided to you by QM together with the QM Platform (the “QM Services”).
By signing up to use the QM Platform through the QM Website or QM Mobile App, you agree:
that this Agreement will document the contractual relationship between you and us;
to be bound by the provisions of this Agreement;
to comply with all relevant laws of any territory of which you are a citizen, national, or subject, and of any territory in which you are resident from time to time, and of any other territory from which you access the QM Platform, the laws of the countries in which the Vaults are located (where applicable), and including, without limitation, the laws of Malaysia and Singapore; and
to authorize and allow QM to disclose your personal information and documents to parties providing loan, credit and/or any other financial services to you.
You understand, acknowledge and agree that:
the gold recorded in your QM Account is held by QM as bailee and is stored in a Vault;
if you register and hold a QM Basic Account, the total value of all your transactions (buying and selling gold) is limited to a maximum of RM1,500. This limit will be removed once you upgrade to a QM Gold Account.
you may only withdraw funds to your personal bank account if you have a QM Gold Account. However, your funds withdrawal is subject to a combined daily withdrawal limit of RM30,000;
you may purchase gold up to a limit of 50 such transactions per day. This limit may be varied from time to time at the discretion of QM, without prior notice to you.
you are entitled to use a promotion code only once in your lifetime as a Customer. For the avoidance of doubt, if you have used a promotion code to claim a reward, you are not eligible to use any other code to claim another reward.
any money credited to your QM Account is not a deposit with or loan to us and your QM Account is not a bank account under the Financial Services Act 2013 (as amended);
any money or gold balance incorrectly credited to any of your QM accounts shall be subject to a clawback or recoupment policy currently in effect or as may be adopted by QM. Such a decision is at the sole discretion of QM.
any money standing to the credit of your QM Account represents payment for gold that you intend to purchase under this Agreement and QM is authorized without any further action required from you and without prior notice to you to convert such money to gold, at a price and subject to fees determined under clauses 6 and 8, at any time and from time to time
any money unutilized under clause 2.4 constitutes a non-interest bearing security deposit that is held by us as security against any breach of your obligations under this Agreement and may be applied by us towards the performance of any obligation you owe to us under this Agreement;
there is no interest payable to you on any amount in your QM Account;
the gold in your QM Account is insured under insurance policies arranged by the Vault Operators and are not insured by the Perbadanan Insurans Deposit Malaysia.
you are only allowed one QM account per mobile phone and per mobile phone number and it is your responsibility to retain control of your mobile number. If you change your phone or phone number, then you are to delete the QM app and re-install the same onto your new phone. It is your duty and obligation to inform us if your mobile phone is lost or stolen. QM reserves the right to close the account(s) where there is duplication of transactions on different phones. HG reserves the right to close accounts which are dormant and/or lock accounts whenever necessary.
it is your responsibility to verify the email address and details of the person you are sending gold to, and also to approve yourself as a gift contact via email.
the QM account can be operated on most Android devices and iOS devices subject to any restrictions or settings applicable to the devices.
except as required by law, no person shall be recognized by QM as holding any gold under this Agreement upon any trust, whether, express, implied or constructive, and QM shall not be bound by or be compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future, or partial interest in your QM Account except an absolute right to the entirety of the QM Account.
You acknowledge that the QM Platform and the QM Services do not constitute a “capital market service” under the Capital Markets and Services Act 2007 (as amended), trading of, or an exchange in, securities, investment contracts or any document, instrument or writing commonly known as a “security” or “derivative”, at law or otherwise.
You understand that you may only purchase or sell gold through your QM Account by way of:
transfers to, or from, a personal bank account, in your own name which you have linked to your QM Account; or
transfers from your Boost e-Wallet account linked to your QM Account; or
transfers from your Touch ‘n Go e-Wallet account linked to your QM Account; or
physical withdrawals of gold as described in clause 9;
To be eligible to use the QM Services, you must be at least 18 years old or the applicable age of majority and contractual capacity if you reside in a jurisdiction where the age of majority or contractual capacity is above 18 years of age. By accessing or using the QM Services, you represent and warrant that you are both over the age of 18 years old and of the applicable age of majority and contractual capacity in the jurisdiction in which you reside.
Communications between you and QM may be conducted by mail or by telephone, fax, 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 traditional written form. You agree that all telephone calls and electronic communications may be recorded and kept by us as a record of your instructions.
You are responsible for the accuracy of your instructions for all transactions in your QM Account and through the QM Platform. Instructions once sent, in any form acceptable under the QM Platform in relation to your QM Account, are final and irrevocable. It is your responsibility to ensure that your personal information registered on the QM Platform is accurate at all times.
You agree to promptly review the transaction history and any account statements pertaining to your QM Account that you receive to ensure that your instructions have been carried out and that there have been no unauthorized dealings in your QM Account. You must inform us of any errors or omissions within seven (7) calendar days of the disputed transaction(s).
You agree to provide QM with such information as QM may require or request, in its discretion, in relation to this Agreement and your relationship with QM, including all information required to comply with all applicable laws and regulations, including all applicable anti-money laundering rules and regulations.
Without prejudice to the generality of the foregoing, you must provide a copy of your current valid government-issued photo identification document with MRZ (Machine Readable Zone) details visible and/or such other identifying and verifying information or documents as we determine from time to time in our discretion (the “ID Documentation”) at a time to be determined by us, including prior to opening a QM Account, prior to funding your QM Account, prior to purchasing gold or withdrawal of any gold or money in your QM Account, upon your funding reaching a certain level prescribed by us, or at any other time at our discretion.
You agree that your ID Documentation will be a colour reproduction of the original document without obstruction, of sufficient size, resolution and legibility. You agree that QM is entitled to perform a background check prior to approving your application to open a QM Account or at any other time during the course of the relationship at our discretion. You further consent to QM contacting credit bureaux to obtain information about you for purposes of confirming your identity under applicable “know-your-customer” rules. You understand that failure to provide any of the information we request from time to time under such rules may result in your QM Account being frozen and/or terminated without any notice to you.
You represent and warrant to us at all times that, to the best of your knowledge, any information provided to us by you is complete, accurate, and not misleading in any material respect and you agree to notify us should such information change.
To protect your privacy and information about your QM Account and access to your account, when you open a QM Account, you must create a Password. Unless you enter the correct Password upon logging in to your QM Account, we are unable to take your instructions regarding your QM Account. You are responsible for, and give us your authorization to carry out, all instructions given to us online where and when your correct Password is entered to access your QM Account. QM will not be liable to you for any loss or claim arising out of our relying on oral or electronic instructions provided to us using your Password.
You accept that it is your responsibility to keep your Password confidential. You alone are responsible for your Password security. When you give us instructions by cellular phone, email, or other non-secure methods, including instructions sent through the 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, you must immediately notify us in writing by email or via the QM Application 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.
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 QM 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.
QM does not store Passwords on the backend, only on the user’s phone; consequently only one device can be used by a user for one account at any point in time.
Every network communication with QM servers is secured by the Transport Layer Security (TLS) protocol.
QM maintains the master copy of ownership records. Records relating to you and your QM Account will only be modified upon the execution of your valid instructions, in accordance with the terms of this Agreement.
On a regular and frequent basis, but no more frequently than daily, QM will publish reconciled and anonymized customer-by-customer records of ownership of all the bullion in the vaults held by customers to both internal and independent external sources.
QM ensures that at least two widely separated data storage sites receive duplicates of the full QM database.
You agree that the price for any purchase or sale of gold for any transaction within your QM Account will be based on the Best Bid or Offer (“BBO”) as calculated by our pricing engine. The pricing engine, among other things, collects and distributes real-time gold prices from its bullion counterparties quoting bids and offers for the purchase or sale of physical gold bullion from each respective Bullion Provider QM transacts with. You accept that the BBO is determined at QM’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 (or any other foreign currency adopted) and Ringgit Malaysia and the gold fineness. Every gold transaction in your QM Account is executed at the BBO plus the current prevailing fee published on the QM Platform.
Physical deliveries of gold are subject to a processing fee payable from your QM Account. Taking possession of physical gold will incur shipping and insurance surcharges which will be confirmed with you in advance. It is your responsibility to ensure that sufficient funds are available in your QM Account at the effective time of any funds transfer or payment to satisfy in full any such funds transfer or payment. Requested transactions may not be processed if you do not have sufficient funds in your QM Account.
Storage fees will apply for gold stored with the Vault Operators, at rates prescribed by QM from time to time.
You are entitled to refund of any purchase made within seven (7) days but shall remain liable for any fluctuation in gold prices and administrative fees.
QM takes only assayed bullion bars as good delivery from recognized counterparties, bullion-dealers, and bullion-banks according to best industry-practices which exist in the market.
All physical gold purchased by you will be stored at a Vault Operator upon purchasing the metal in your QM Account.
QM deals exclusively in investment gold bullion being not less than 99.5% purity and of a weight and manufacturer accepted by the global bullion markets such as LBMA, COMEX or other globally recognized bullion markets.
QM accounting units of gold, in accordance with standard bullion-market practice, are expressed in fine gold content. The fine gold content of each bar is its weight multiplied by its purity. The resulting units of gold applied on your QM Account are 99.99% pure gold content (fine gold) of a 99.5% (or greater) assayed bullion bar denominated in grams.
QM confirms that it has obtained a representation from its gold bullion counterparties that every gram of gold purchased by QM for QM Accounts is a gram of the 99.99% pure gold content (fine gold) of a 99.5% (or greater) assayed bullion bar held in the relevant Vault.
You authorize us to arrange for the storage, transportation, and insurance of your gold. We will hold your gold as bailee and appoint Fair Haven Financial Technologies Pte Ltd, the ultimate parent of QM, or any of its affiliates (“FHFT”), as our agent, to enter into storage agreements with gold vault operators selected by QM in its sole discretion (a “Vault Operator”).
All storage agreements with Vault Operators are entered into by FHFT.
Any storage agreement entered into by FHFT with a Vault Operator provides that gold allocated under the storage agreement will be specifically identified and physically segregated at all times.
You authorize us to act as bailee and to provide instructions to the Vault Operator and insurance company in such capacity under the terms of the bailment.
Notwithstanding any other term, neither QM nor FHFT is responsible for the physical storage and safekeeping of your gold bullion. That responsibility lies with the Vault Operator. Beyond committing to ensure adequate insurance is in place in relation thereto, as set forth in clause 8.6 below, neither QM nor FHFT has any responsibility or liability relating to the storage of gold.
QM will ensure your bullion is insured against theft and damage according to the accepted insurance standards of the bullion industry, and at a cost which is included in the charge you pay to QM in respect of custody of your bullion.
QM confirms to you that, in each storage agreement, the Vault Operator agrees to provide QM with documentary evidence of insurance.
You can request evidence of insurance for your bullion by contacting us at [email protected]
You may, by initiating a withdrawal request via the QM Platform, together with such identifying information as requested by QM and on behalf of the Vault Operator, at any time request physical delivery of your gold to you, provided that you hold sufficient gold (as specified in clause 9.2) and subject to the withdrawal limits described below.
Physical withdrawals of gold are subject to a minimum quantity in the form of whole grammes when making a physical withdrawal request through the QM Platform. Physical withdrawals of gold may be subject to daily maximum withdrawal limits. You are responsible for the payment of any insurance, delivery, and transportation fees, which will be advised to you and agreed with you in advance.
You may sell the gold in your QM Account by transferring funds to your QM mobile wallet which can then be transferred to your personal bank account. You may make a request to withdraw your funds in your QM Account by upgrading to a QM Gold Account. The gold in your QM Account will then be sold at the prevailing market price at the time of the withdrawal pursuant to clause 6. The transfer of funds between your QM Gold Account and your personal bank account may be subject to spending limits based on your gold balance and maximum daily allowance that is prescribed by our third-party banking operator.
QM reserves the right to reject any incoming or outgoing wire. Outgoing wire instructions may be rejected if the details provided are insufficient, the receiving institution cannot be identified, it is uneconomical to do so, the currency is not one of currencies accepted by QM from time to time or if there are insufficient net funds in the QM Account. Incoming wire transfers will be rejected if they are sent from a third party or from a bank in a country which QM deems to pose a high risk.
Promotional Balances are equal in value and redemption rights to traditional QM balances in your QM Account.
QM may disqualify a QM Account holder from a promotion and/or claim back Promotional Balances if it believes, in its absolute discretion, that their QM Account or subsequent referred QM Accounts have been set up to abuse the promotion or if you are otherwise in breach of this Agreement or the terms and conditions of the promotion. QM reserves the right to suspend, modify or terminate a promotion at any time and without prior notice.
QM reserves the right to validate referred QM Accounts which must meet the terms outlined in clause 2 and may withhold Promotional Balances for up to sixty (60) days.
You agree not to send a QM invitation template to anyone with whom you do not have a personal relationship. Sending your invitation to persons who you do not have a personal relationship with will constitute spamming and may result in a suspension of your QM Account.
Employees of QM and family members of employees are excluded from participating in any promotional exercises.
Details of any promotional campaigns will be published on the QM Platform and we reserve the right to amend the details by updating the same on the QM Platform.
QM, its agents, employees, or officers, shall under no circumstances be liable:
to you, whether in contract, tort, breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with this Agreement;
for any special, general, direct, indirect, incidental or consequential damages, even if we had been advised of the possibility thereof;
for any fees, duties, taxes, or loss as a result of theft or any other loss of gold after it has been removed from the Vault at your request for delivery or collection;
for any damages resulting from latent defect, loss of data or loss of profits;
for any damages resulting from any of your instructions not being sufficiently clear or any failure by you to provide correct or requested information;
for any loss as a result of risks associated with online trading, including software and hardware failure latent defect, loss of data, delays, failure, errors, omissions, or losses of transmitted information or instructions, power outages, internet failure, hackers, denial of service (DoS) attacks, viruses, or other contaminating or destructive properties;
for any penalties, fees, interest, costs or damages imposed upon or incurred by you with respect to any transfers or payments, or for our inability to retrieve electronic payments from accounts held at financial institutions.
QM will not be in breach of this Agreement or otherwise liable for any loss suffered or incurred as a result of any delay in performance or any non-performance of any 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
neglect, serious fault or wilful misconduct on the part of you including any failure to keep your Password secure and any failure to comply with this Agreement or associated policies.
In case of Force Majeure, we will use our reasonable endeavours to mitigate the effect of the Force Majeure and to carry out our obligations under this Agreement in any other way that is reasonably practicable. We will, as soon as reasonably practicable, notify you of the nature and extent of the circumstances giving rise to Force Majeure. If the Force Majeure in question prevails for a continuous period in excess of six (6) months after the date on which the Force Majeure begins, you shall be entitled to give notice to us to terminate this Agreement in accordance with clause 13.
In the case of market distortion, volatile markets, systems (including third party systems upon which QM is reliant) being hacked, and market disruption, QM reserves the right to adjust an order if the metal and currency quotes received from QM’s data source, when the order was placed, is found to be incorrect. QM 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.
Our total liability to you in respect of any losses arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the value of the QM Account at the time of the alleged claim, subject always to a maximum liability limit of $10 (ten) United States dollars or equivalent.
Information sent over the Internet may not be completely secure and the Internet and related online systems may not function at all times. We are not responsible for any loss or damages you may incur if a third party obtains access to your confidential information transmitted over the Internet or if you are temporarily unable to determine your balance on the QM Platform.
If you grant express permission for a third party to connect to your QM Account, either through the third party’s product or through the QM 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 QM responsible for, and will indemnify QM from, any liability arising from the actions or omissions of this third party in connection with the permissions you grant.
QM shall not be responsible for any loss or damages resulting from any failure on your part to conduct appropriate due diligence on parties with whom you choose to deal. You accept that you may make and receive payments from other QM users and understand that QM does not accept liability for the fraudulent or misleading actions of parties to whom you make and from whom you receive payments. It is your entire responsibility to conduct appropriate due diligence and your choice whether or not to make a payment or agree to receive a payment in return for goods or services.
You will not be held responsible for any fraudulent transactions on your QM Account directly resulting from:
fraudulent, or grossly negligent acts committed by us; or
a breach of security of the QM Platform except where such transactions resulted from the misuse of your Password.
TO THE FULLEST EXTENT PERMISSIBLE BY LAW, QM DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
This clause 11 shall survive termination of the Agreement or closure of any QM Account.
Subject to clause 11 above, except to the extent that it results from QM’s gross negligence or wilful default or arises from any contravention or breach by QM of any applicable law, you irrevocably and unconditionally agree to indemnify and keep QM and its directors, officers, employees, and agents indemnified against any loss, claim, damage, cost, or expense 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:
in connection with any service provided to you under this Agreement;
as a result of your failure to comply with its obligations under this Agreement;
in the enforcement of this Agreement; or
in connection with any instruction given by you, any transaction effected for you or any service provided to you, including any action properly taken by QM or by its agents under this Agreement.
The indemnity in this clause 12 shall continue notwithstanding the termination of this Agreement or closure of any QM Account.
Subject to clause 13.6, this Agreement will remain in effect and will bind you and us until such time as your QM Account is closed. We may, at our absolute discretion, close your QM Account and terminate this Agreement by notice to you with immediate effect for any reason whatsoever, including any breach of this Agreement by you or if you become a bankrupt. You may close your QM Account and terminate this Agreement by giving written notice to us if your QM Account has a nil or zero balance.
QM reserves its right to immediately suspend or terminate your access to any or all of the QM Services and/or deactivate or cancel your QM Account if you are in default, including if
QM is required to do so by a valid subpoena, court order, or order from a regulatory authority, or otherwise required by law,
your QM Account is being misused or QM suspects that it is being used in furtherance of illegal activity (with or without actual knowledge of the same),
you take any action to circumvent QM’s controls, including, but not limited to, opening multiple QM Accounts or abusing promotions which QM may offer from time to time, or
if you are in breach of this Agreement.
You will be permitted to transfer the balance in your QM Account after ninety (90) days have elapsed following QM Account deactivation or cancellation unless such transfer is prohibited by a valid subpoena, court order, order from a regulatory authority, or otherwise prohibited by law. You are responsible for arranging the transfer by way of physical withdrawal of gold or movement of funds to a bank account after your QM Account deactivation or cancellation.
You will not be charged for cancelling your account and will only be required to pay for those QM Services used that are subject to charges. If any transaction is in a pending state at the time your account is cancelled or suspended, such transaction may be cancelled and/or refunded as appropriate. You may not cancel your account to evade an investigation or avoid paying any amounts otherwise due to QM.
Upon suspension or cancellation of your account, you authorize QM to cancel or suspend pending transactions and hold the funds associated with such transactions until QM is certain that funding reversal windows are complete. In the event that QM closes your account or terminates your access to the QM Services, or deactivates or cancels your account, you will remain liable for all amounts due hereunder.
Any accrued rights, remedies, obligations and liabilities of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination. Any clauses of this Agreement which expressly or by implication have effect after termination shall continue in full force and effect.
In the event that a technical problem causes system outage or account errors, QM may temporarily suspend access to your QM Account until the problem is resolved.
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 absolute discretion, you authorize us to sell the gold in your QM Account at the prevailing market price and release the funds (after deducting all applicable fees and charges) to your legal personal representative. In such an event, your legal personal representative shall be the only person(s) recognised by QM as having any title or legal rights to your QM account.
Nothing in this Agreement shall release the estate of a deceased Customer from any liability in respect of the QM Account.
You are responsible for paying all local taxes and tariffs that are or may be applicable to purchases, conversion, sale or custody of gold, and any associated charges.
You acknowledge that any and all of the intellectual property rights including, without limitation, the QM trademark, any other trademarks, trade names, copyright and other rights used or embodied within the QM Platform are and will remain QM’s sole property.
All information and material which we supply to you, excluding your account balances and other information specific to your account, constitutes part of our confidential and proprietary information except for any such information or material in the public domain through no fault of yours. You may not reproduce, copy, or disclose such confidential and proprietary information without our prior written consent.
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 QM 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.
QM may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under this Agreement and may subcontract or delegate in any manner any or all of its obligations under this Agreement to any third party or agent.
You shall not, without the prior written consent of QM, assign, transfer, charge, subcontract, or deal in any other manner with all or any of its rights or obligations under this Agreement.
You shall be under an obligation to pay all amounts due under this Agreement in full without any deduction or withholding except as required by law and you shall not be entitled to assert any credit, set-off, or counterclaim against QM in order to justify withholding or disputing payment of any such amount in whole or in part.
QM may, without limiting its other rights or remedies, set-off any amount owing to it (or to any of its affiliates) by you against any amount payable by QM to you.
Any and all monetary amounts displayed in the QM Platform are in the local currency selected by you.
Currency conversions are performed from time to time.
QM itself does not charge currency conversion fees and shall not be liable for any fees, charges, or conversion rates on international transactions which may be charged by credit card issuers, financial institutions, or banks.
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, except in the case of fraud, in entering into this Agreement, it is not relying on any pre-contractual statement which is not repeated in this Agreement.
Except in the case of fraud by either party, no party shall have any right of action against the other party arising out of or in connection with any pre-contractual statement except to the extent that it is repeated in this Agreement.
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.
Except as set out in this Agreement, any variation, including the introduction of any additional terms and conditions, to the Agreement, shall only be binding when agreed in writing and signed by an authorised signatory of QM.
We shall have the right, by notice in writing to you, to add to, alter, vary, supplement, or modify all or any parts of the Agreement at any time as we may consider necessary or desirable in order to reflect changes in the law, to meet regulatory requirements or to reflect new industry guidance and codes of practice or changes to our notices, policies and operating procedures.
We may vary or amend the terms or provisions of this Agreement (including those relating to fees), by giving you written notice of any variation or amendment, which notice, if posted to your QM Account or email address, shall be deemed to have been received by you on the day it was posted.
You shall be deemed to have agreed to any variation or amendment of the terms or 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 or amendment. If you do not wish to be bound by any variation or amendment notified to you in accordance with this clause 17.5, you may terminate this Agreement in accordance with clause 13.1 and must notify us in writing without delay and, in relation to variation or amendment under clause 17.5(c), before the expiry of the notice period.
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.
Rights of third parties
A person who is not a party to this Agreement shall not have any rights under or in connection with it.
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.
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, such notice shall be deemed to have been duly received on the same day as it is sent.
This clause 17.9 shall not apply to the service of any proceedings or other documents in any legal action, which documents must be sent to QM’s registered address, as published on the QM Website from time to time.
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 preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
Unless specifically provided otherwise, rights arising under the Agreement are cumulative and do not exclude rights provided by law.
This Agreement is governed by the laws of Malaysia applicable therein. In the event of a dispute but subject to clause 17.11(b) below, you agree that the courts of Malaysia will be competent to hear such dispute, and you agree to be bound by any judgment of that court.
Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be decided by arbitration in accordance with the Rules for Arbitration of the Asian International Arbitration Centre. The number of arbitrators shall be three. The place of arbitration shall be Kuala Lumpur. The language used in the arbitration proceedings shall be English. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.
Although the QM Platform is accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on the QM Platform are available to all persons or in all geographic locations, or appropriate or available for use outside of Malaysia. QM 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 QM Platform is void where prohibited. If you choose to access the QM Platform from outside Malaysia, you do so on your own initiative and you are solely responsible for complying with applicable local laws. QM is not responsible or liable for any legal action, loss or damage arising from or in connection with any illegality or breach of law arising from you accessing or initiating a transaction on the QM Platform outside Malaysia.
The parties to this Agreement have requested that this Agreement and any related document be written in English.
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.
The stamp duty for this Agreement shall be borne by the Customer.