Important notice

You need to read this document.

It sets out the general terms and conditions on which the Xionps Limited initiative called PRIME BUSINESS SUITE (PBS) provides Investment Services to its XIBO member/Investor s. These terms and conditions apply in addition to other documents including the XIBO member/Investor  terms, product terms and the tariff booklet, but they do not apply to any existing facility, product or service the Xionps Limited provides to the XIBO member/Investor  to the extent that they are subject to separate terms and conditions.

Key words

The meaning of key words printed like this is explained at the end of these Investment Terms.

Inherent risks

You acknowledge that there are inherent risks in conducting transactions over the internet or electronic networks and you have voluntarily assumed those risk

PART ONE

SCOPE

1. The PRIME BUSINESS SUITE Terms govern the provisions of Investment Services by the Xionps Limited to its XIBO member/Investor s.
2. Prime Business Suite (PBS) is an initiative of Xionps Limited a manufacturer and distributor of innovative products in home appliances and gadgets. The PBS is not an Investment service rather it is a partnership Products and all Transactions executed by the Xionps Limited will be at the express Instructions of the XIBO member/Investor and strictly on a non-discretionary and on a non-risk participation basis. Through PBS we invest in our fast selling products and offered investor ROI.
3. In case of inconsistency between the Investment Terms and any offering document, term sheet, or documentation pertaining to a particular Transaction in Investment Products, the offering document, term sheet, or documentation of that Transaction shall prevail.

• The Investment Terms and all Transaction are subject to Applicable Laws. To the extent that any provision of Applicable Laws conflicts with any provision of the Investment Terms and such provision of Applicable Laws cannot be varied contractually, such provision of Applicable Laws shall prevail in relation to such conflict.

PROVISION AND AVAILABILITY OF SERVICES

1. Subject to the terms and conditions in the Investment Terms, the Xionps Limited may (but is not obliged to) from time to time enrol XIBO member/Investor s for Investment Services and provide the XIBO member/Investor  with execution and any other services as agreed between the Xionps Limited and the XIBO member/Investor  from time to time.
2. Notwithstanding the terms and conditions in the Investment Terms, the Xionps Limited has no obligation to enrol XIBO member/Investor s for XIBO member/Investor’sbehalf, and the Xionps Limited may refuse to do so. No reasons for any refusal, termination or discontinuance need to be given to the XIBO member/Investor. The Xionps Limited may require the XIBO member/Investor to sign additional documentation in order to enrol for Investment Services or enter into Transactions.

AUTHORISED PERSONS

1. Subject to the Xionps Limited’s approval, which may be withheld at the Xionps Limited’s discretion, the XIBO member/Investor  may appoint authorized Persons to give Instructions on the XIBO member/Investor s’ behalf regarding any Transaction or Investment Service by providing a written power of attorney or such other form of authorization as may be acceptable to the Xionps Limited. All acts of the Authorized Persons shall be binding on the XIBO member/Investor. The Xionps Limited will not be liable or responsible for any Losses provided that the Xionps Limited acts in accordance with any Instruction.
2. A list of specimen signatures of the authorized Persons shall be filed with the Xionps Limited which shall remain in full force and effect until the Xionps Limited has received written notice of amendment or revocation. The Xionps Limited may ignore and disregard any notice of revocation of such authority not in form and substance satisfactory to it. The authorized Persons may provide Instructions in relation to the entry into of Transactions, any request for additional services and all other matters in relation to Investment Services in any manner as the authorized Persons think fit, and the Xionps Limited may act on all such Instructions. Unless the Xionps limited otherwise agrees, all written Instructions must bear the signature(s) of the XIBO member/Investor or authorized Persons in accordance with the specimen(s) available on the Xionps Limited’s records.

INSTRUCTIONS AND TRANSACTIONS

1. Instructions
   1. The XIBO member/Investor authorizes the Xionps Limited in its discretion to rely on, and treat as fully authorized, any Instruction or other communication which purports to be given by the XIBO member/Investor or on the XIBO member/Investor s behalf (including from any authorized Person) and which is reasonably accepted by the Xionps Limited in good faith provided always that the Xionps Limited shall have the right under Clause 1.6 herein below. The Xionps Limited may act on, process or perform any such Instruction or communication without any enquiry as to the authority or identity of the person making or purporting to give such Instructions or the authenticity thereof. The XIBO member/Investor agrees that the XIBO member/Investor is under an express duty to the Xionps Limited to prevent any fraudulent, forged or unauthorized Instructions being given.
   1. The XIBO member/Investor must give the Xionps Limited Instructions in writing in accordance with the signing mandate as agreed with the Xionps Limited from time to time. Instructions can be given by telex, telephone, fax (signed in accordance with the signing mandate) or e-mail, or by any other means acceptable to the Xionps Limited unless:
      1. the Xionps Limited agrees otherwise in writing; or
      1. the Xionps Limited notifies the XIBO member/Investor that Instructions can only be given in a particular way.
   1. If the XIBO member/Investor gives an Instruction by telex, telephone, fax or e-mail, the Xionps Limited may act upon such Instructions without receipt of any written confirmations and the Xionps Limited’s records of telex, telephone, fax or e-mail Instructions shall be conclusive evidence of all such Instructions. Without prejudice to the above, the XIBO member/Investor acknowledges that the Xionps Limited is entitled to insist on any verbal Instructions given by or purportedly given by or on behalf of the XIBO member/Investor being confirmed by the XIBO member/Investor in writing, but the XIBO member/Investor shall always be bound by such verbal Instructions regardless of whether they have been so confirmed.

1. The XIBO member/Investor will bear all risks, and no XIBO member/Investor of the Xionps Limited is or will be responsible or liable for Losses arising from Instructions or communications provided to the Xionps Limited by any means. In particular but without limitation, the Xionps Limited will not be responsible or liable for any Loss suffered or incurred as a consequence of (a) any failure or delay in executing an Instruction caused by circumstances beyond its reasonable control including delay or failure to read an Instruction, or (b) any delay in reading an Instruction given by telex, fax or e-mail.

1. An Instruction given to the Xionps Limited may not be cancelled, withdrawn or amended unless the Xionps Limited, in its discretion, decides otherwise. The Xionps Limited has no liability if it does not or is unable to stop or prevent the implementation of the initial Instruction.

1. The Xionps Limited may, in its discretion and without being required to give any explanation, refuse to accept or comply with any Instruction or reject or cancel any Instruction.

1. The Xionps Limited shall have no duty to assess the prudence or otherwise of any Instruction. Notwithstanding this, if the Xionps Limited determines that any of the Instructions or other circumstances may expose the Xionps Limited (whether directly or indirectly) to any Loss, the Xionps Limited may suspend the entry into any or all of the Transactions, the provision of Investment Services and/or require an indemnity from the XIBO member/Investor before continuing to provide Investment Services, carrying out any Transaction or providing any service or complying with any Instruction.

• Transactions
  • The Xionps Limited may apply limits to Transactions or Instructions of certain types or amounts. The Xionps Limited is not obliged to inform the XIBO member/Investor of these limits and any changes which the Xionps Limited may make to them. The Xionps Limited will not be liable to the XIBO member/Investor for not notifying the XIBO member/Investor of these limits and any changes thereto or any Losses arising from or in connection with the application of such limits.

• The Xionps Limited reserves the right to debit from any PBS Account with the Xionps Limited at any time any cash or other assets that were credited to the XIBO member/Investor in error.

NO INVESTMENT ADVICE

1. This clause is subject to any express agreement from time to time entered into between the Xionps Limited and the XIBO member/Investor in writing to the contrary.
2. The Xionps Limited does not provide investment advice to the XIBO member/Investor  and the Xionps Limited does not act as the XIBO member/Investor s’s adviser in relation to any Investment Products, any Transaction and in the provision of Investment Services.
3. The Xionps Limited in its capacity of a distributor or referrer of Investment Products may offer advice which is incidental to its activity of distribution/referral. The Xionps Limited will not be charging any fee/consideration for such advice.
4. Without prejudice to the generality of Clauses 1, 2 and 3 above, if the Xionps Limited provides any information on the Investment Products (or the relevant reference underlying), Transactions, Investment Services or markets such as research, reports, market trends, investment analysis, commentary or internal ratings upon the performance of selected companies, assets, interest rates, exchange rates and/or indices, the XIBO member/Investor  represents, warrants and fully understands and agrees that this should not be construed as:
   1. any endorsement of the Investment Products (or the relevant reference underlying),

Transactions, services or markets;

• a representation that the Xionps Limited has performed any due diligence on the Investment Products (or the relevant reference underlying), Transactions, services or markets;
  • a recommendation or an investment advice;

• the Xionps Limited acting as the XIBO member/Investor ’s adviser or fiduciary;

• information which the XIBO member/Investor  can or may rely on in connection with his investment decision; or

• a representation by the Xionps Limited that the information in the materials is complete, accurate, clear, fair and not misleading (as the Xionps Limited does not make any representation with respect to the contents of the materials),

And the XIBO member/Investor should seek his own independent advice as to the suitability of any Investment Product, Transaction or service as he considers appropriate. The use of or reliance on any such information is at the XIBO member/Investor’s own risk. The Xionps Limited is not responsible or liable for the accuracy and completeness of any such information, the performance of any Investment Product, or the outcome of any Transaction.

• The XIBO member/Investor  agrees and acknowledges that:
  • the XIBO member/Investor  shall be solely responsible for making his own independent investment decisions;

• all decisions on whether to enter into, invest in, hold or dispose of any Investment Product, and whether to enter into any Transaction or to accept a service, are the XIBO member/Investor ’s; and

• the XIBO member/Investor  does not rely on the Xionps Limited, any of its Affiliates, Agents or nominees or any of their directors, officers or employees, or on any research, information, representation, advice, recommendation, view, opinion or other statement (in each case whether written or oral) produced or provided by any of the abovementioned persons in making any investment decision. The XIBO member/Investor  has made and will make his own independent assessment of the Investment Products, Transactions and services in terms of value, merit, suitability, effects or otherwise.

• Without prejudice to any provision of this Clause 6:
  • the Xionps Limited is not obliged to give investment advice or make recommendations and, notwithstanding that the Xionps Limited may do so on request by the XIBO member/Investor  or otherwise, such investment advice or recommendations are given or made diligently and with reasonable care based on analyses and available alternatives the Xionps Limited should reasonably know to exist (and the XIBO member/Investor  acknowledges and agrees that it is so given or made) without any responsibility on the part of the Xionps Limited; and
  • the XIBO member/Investor acknowledges and agrees that the XIBO member/Investor is aware that the Xionps Limited does not hold out any of its agents, directors, officers or employees as having any authority to advise the XIBO member/Investor and the Xionps Limited does not purport to advise the XIBO member/Investor on the terms of, or any other matters connected with any Investment Product, Transaction or service.

• None of the Investment Terms, provision of Investment Services or Transaction or, to the extent applicable, any investment advice provided by the Xionps Limited to the XIBO member/Investor, shall give rise to any fiduciary or other equitable duties on the part of the Xionps Limited.

COMPLIANCE WITH LAWS

1. The Xionps Limited and its Affiliates may take any action in accordance with or in order to comply with any Applicable Laws (including the laws, regulations, notices and directions of public and regulatory authorities which relate to the prevention of money laundering, terrorist financing and the provision of financial and other services to any persons or entities) as it deems appropriate.

• The XIBO member/Investor undertakes to comply with Applicable Laws at all times. The Xionps Limited has no obligation to monitor or ensure the XIBO member/Investor’s compliance with Applicable Laws including any restrictions in relation to investments, the authority and capacity of the XIBO member/Investor to open, maintain or operate the PBS Account, to enter into any Transaction, to accept the provision of Investment Services or to give Instructions or otherwise to act in connection with any Transaction or service.

PAYMENTS

1. All payments by the Xionps Limited to the XIBO member/Investor under any Transaction or Investment Service shall be made to the PBS Account or any one of the XIBO member/Investor’s PBS Accounts with the Xionps Limited or by such other means, in each case, as the Xionps Limited shall determine in its discretion.
2. All payments by the XIBO member/Investor  to the Xionps Limited under any Transaction or for Investment Service shall be made either by:
   1. deductions from the PBS Account or any one of the XIBO member/Investor ’s PBS Accounts with the Xionps Limited as determined by the Xionps Limited in its sole and absolute discretion; or
   1. payments to an PBS Account designated by the Xionps Limited,

Or by such other means as may be notified to the XIBO member/Investor from time to time. All such payments shall be made in full in immediately available and freely transferrable funds without set-off or counterclaim or any restriction or condition, free and clear of and without withholding or deduction of any taxes, charges or fees of any nature now or hereafter imposed or howsoever arising. If the XIBO member/Investor  is or becomes required by Applicable Laws to make any such withholding or deduction from any payment, then the XIBO member/Investor  shall pay to the Xionps Limited, in addition to the payment to which the Xionps Limited is otherwise entitled under any Transaction or for Investment Services, such additional amount as is necessary to ensure that the net amount actually received by the Xionps Limited will equal the full amount the Xionps Limited would have received had no such deduction or withholding been required.

• The XIBO member/Investor shall be responsible for all risks and expenses in connection with any payment under any Transaction. Any expenses in connection with the making of payments under any Transaction will be paid by the XIBO member/Investor.
• If, on any date, amounts are due and payable by each of the Xionps Limited and the XIBO member/Investor to the other in the same currency in respect of any one or more Transaction and/or service, such amounts shall be automatically satisfied and discharged and only the net amount owing on that day shall be paid by the party owing the larger amount to the other party.
• The Xionps Limited may charge interest in respect of any sums due to the Xionps Limited and unpaid at such rates as the Xionps Limited may determine until all such sums are fully paid, as well before as after judgment.

• In the event of any limitation on the use of funds or any unavailability or non-payment of funds due to exchange restrictions, inconvertibility, governmental restriction or any other cause beyond the control of the Xionps Limited, the Xionps Limited may:

• discharge its obligations by paying the XIBO member/Investor  or to the XIBO member/Investor ’s order such funds at any time (whether before, on or after maturity), in any currency and in such manner as

the Xionps Limited may determine in its discretion. For the purpose of this Clause 6.1, the funds shall be calculated at such exchange rate as the Xionps Limited may determine in its discretion; or

• with notice to the XIBO member/Investor , take action to appoint a successor in another jurisdiction, transfer the XIBO member/Investor ’s assets to another jurisdiction, change the Governing Law(s) of this agreement, terminate the provision of Investment services and/or Transactions at the XIBO member/Investor ’s cost or take any other action that the Xionps Limited considers expedient.

FEES AND EXPENSES

1. The Xionps Limited will charge fees and commissions for provision of Investment Services and execution of Transactions as notified to the XIBO member/Investor and which may be varied from time to time. The Xionps Limited will charge interest at the rate or rates prescribed by the Xionps Limited from time to time, and may at any time debit the PBS Account the XIBO member/Investor has with the Xionps Limited with any such fees, commissions or interest, as well as any taxes as may be required to be debited by Applicable Laws or as the XIBO member/Investor may instruct. The Xionps Limited may vary any fees, commissions and, where applicable, interest rates payable in the same way it may vary any provision of the Investment Terms.
2. The XIBO member/Investor  shall on demand indemnify the Xionps Limited against, and the Xionps Limited may at any time debit the PBS Account with, all costs and expenses incurred in connection with the provision of Investment Services or any Transaction effected (including costs and expenses incurred in unwinding any Transaction in accordance with an Instruction or this Investment  Terms), and expenses incurred in the enforcement of the Xionps Limited’s rights or the recovery of any amount due to the Xionps Limited.
3. The XIBO member/Investor  acknowledges and agrees that a XIBO member/Investor  of the Xionps Limited may receive remuneration, fees, benefit in-kind, soft commissions, trailer commissions, and other selling or placing commission (howsoever designated) (“Benefits”) from any person arising out of or in connection with any Transaction or any provision of Investment Services to the XIBO member/Investor  (including representatives of any Xionps Limited of Securities or any other person whatsoever in respect of which it provides information to the XIBO member/Investor ), and such XIBO member/Investor  of the Xionps Limited is entitled to retain such Benefits for itself and shall have no obligation to PBS Account to the XIBO member/Investor  for all or any part of such Benefits. A XIBO member/Investor of the Xionps Limited may also share charges and commission with its Affiliates or third parties in respect of the Transactions or services.                                                                                                                                

APPOINTMENT OF AGENTS

1. The Xionps Limited does not employ or utilize agents and delegate to any such agent the performance of any of the Xionps Limited’s duties and exercise of any of the Xionps Limited’s rights under the Investment Terms.
2. The Xionps Limited will not otherwise be liable for any act or default of claimed agent (including its insolvency), non- delivery, loss or destruction of any PBS package or an item in transit or in the possession of others, or any Loss incurred by the XIBO member/Investor in connection therewith.

CONFLICTS OF INTEREST

1. The XIBO member/Investor acknowledges that the Xionps Limited and/or any Affiliate may from time to time have an interest, relationship or arrangement that could be material and/or could give rise to a conflict of interest in relation to the XIBO member/Investor, in which case the Xionps Limited will ensure that the XIBO member/Investor is treated fairly.

• Where permitted by Applicable Laws, the XIBO member/Investor  agrees and acknowledges that:
  • the Xionps Limited, its officers, employees and representatives shall be permitted to act in any capacity for any other persons and trade for their respective own PBS PBS Account(s) provided that any such trading is done in accordance with the policies laid down from time to time by the Xionps Limited;

• the Xionps Limited may, at its discretion and without prior disclosure to the XIBO member/Investor , make payments out of the fees, commissions and/or spreads which the XIBO member/Investor  pays to the Xionps Limited to any other XIBO member/Investor s of the Xionps Limited and their respective officers, employees and representatives, including those who may be primarily responsible for effecting the Transactions, providing the services or advising the XIBO member/Investor ; and

• the Xionps Limited may in its discretion determine the priority of execution of the XIBO member/Investor ’s Orders.

• The Xionps Limited shall not be under any obligation to disclose to the XIBO member/Investor  any fact or thing which may come to the notice of the Xionps Limited in the course of providing services to others in any other capacity or in any manner whatsoever.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

1. The XIBO member/Investor represents and warrants to the Xionps Limited as follows (which representations and warranties shall be deemed repeated on each date the XIBO member/Investor enters into a Transaction or accepts the provision of Investment Service or otherwise provides an Instruction of any kind to the Xionps Limited and on a continuous basis for so long as the XIBO member/Investor has any outstanding service or Transaction.):
   1. the XIBO member/Investor  has full capacity, authority and legal right to obtain Investment Services from the Xionps Limited, to enter into and engage in the Transactions and has taken or obtained all necessary action and consents to authorize the XIBO member/Investor ’s entry into and performance of the XIBO member/Investor ’s obligations in respect thereof in accordance with all Applicable Laws;
   1. no litigation, arbitration or administrative proceeding is currently taking place or pending or threatened against the XIBO member/Investor  or the XIBO member/Investor ’s business or assets;
   1. the Investment Terms and any application form for Investment Services and other documents and forms constitute legal, valid and binding obligations of the XIBO member/Investor  enforceable against the XIBO member/Investor  in accordance with their respective terms;
   1. the utilization of the Investment Services by the XIBO member/Investor , the entering into of the Transactions by the XIBO member/Investor , the Instructions given to the Xionps Limited and the performance by the XIBO member/Investor  of the XIBO member/Investor ’s obligations will not contravene any Applicable Laws applicable to the XIBO member/Investor ;
   1. the XIBO member/Investor  has the capacity to evaluate each Transaction (including decisions regarding the appropriateness or suitability of each Transaction) and has made and will make its own decision to enter into each Transaction based upon its own judgment and upon advice from such professional advisers as the XIBO member/Investor  deems necessary to consult;
   1. the XIBO member/Investor  is not relying on any advice (whether written or oral) of the Xionps Limited regarding any Transaction or Investment Service, and the Xionps Limited is not acting as fiduciary or advisor to the XIBO member/Investor ;
   1. all information supplied by the XIBO member/Investor  to the Xionps Limited in connection with Investment Services and the Transactions is true, complete and accurate in all respects;
   1. any monies held in each PBS Account or used in connection with any Transaction or Investment Service are not in any way derived from money laundering or criminal activities;
   1. the XIBO member/Investor  will at all times maintain complete and exclusive control of the PBS Account, and will exclusively give Instructions (where applicable, through the Authorized Person(s)) on the acceptance and utilization of Investment Services or the entry into of Transactions and, unless otherwise expressly agreed with the Xionps Limited, the XIBO member/Investor  (where applicable, through its Authorized Person(s)) is the only person that is ultimately responsible for originating an Instruction in relation to any Transaction and stands to gain the commercial or economic benefit of any Transaction and/or bear its commercial or economic risk;

1. the XIBO member/Investor acknowledges that Applicable Laws of certain jurisdictions impose restrictions on individual XIBO member/Investor s who are either nationals of or are domiciled in certain countries, and/or prohibit the source of funds for investment in a foreign currency or transaction in which the underlying is foreign currency or certain types of securities of certain countries. The XIBO member/Investor also acknowledges that the selling restrictions mentioned above may also apply to foreign currency and transactions entered into by the XIBO member/Investor’s nominee or corporations that are controlled by the XIBO member/Investor. The XIBO member/Investor  hereby expressly represents and warrants to the Xionps Limited that the XIBO member/Investor  shall be responsible for ensuring that each investment in foreign currency and Transaction is in compliance with the applicable requirements in respect of the XIBO member/Investor ’s domicile/nationality and the source of funds; and
   1. no deduction or withholding (whether on PBS Account of taxes or otherwise) will be required to be made under any Applicable Laws applicable to the XIBO member/Investor  from any payment or delivery to be made by the XIBO member/Investor  under any Investment Product.
   1. The XIBO member/Investor  agrees and undertakes with the Xionps Limited as follows:
      1. to furnish such financial information to the Xionps Limited promptly as it may request from time to time;
      1. to immediately inform the Xionps Limited of any changes to the representations and warranties provided by the XIBO member/Investor  or in the event that such representations or warranties are no longer accurate or correct;
      1. on request by the Xionps Limited, to do or procure the doing of all such acts and things and execute or procure the execution of all such instruments and documents as the Xionps Limited may in its discretion consider necessary or desirable for giving full effect to the Investment Terms or Instructions or Transactions or for securing to the Xionps Limited the full benefits of all rights, powers and remedies conferred upon the Xionps Limited thereunder;
      1. to assume responsibility for any disclosure of any holdings or other interest in any securities required under any Applicable Laws;
      1. where the XIBO member/Investor  is a company or a corporation, to provide a written mandate and a certified copy of a board resolution to the Xionps Limited in such form satisfactory to the Xionps Limited; and
      1. The XIBO member/Investor agrees and undertakes to notify the Xionps Limited in the event of any material change to the information provided by the XIBO member/Investor in, or pursuant to, the Investment Terms. Any change to the information provided by the XIBO member/Investor shall only take effect upon receipt of such notification by the Xionps Limited.
   1. The XIBO member/Investor  acknowledges and understands that if the Xionps Limited knows or suspects that any Transaction may be used to process the proceeds of crime or to support terrorism , the Xionps Limited is obliged to comply with all applicable rules under the Prevention of Money Laundering Act 2004 and other Applicable Laws and report the fact and nature of their knowledge or suspicion to the relevant compliance unit of the Xionps Limited, Reserve Xionps Limited and/or to any other regulatory body or authority as required under the Money Laundering (Prohibition) Act, 2011 and other Applicable Laws.

1. The XIBO member/Investor  will at all times maintain sufficient balance in the PBS Account to cover the amount payable towards the Transactions, charges, fees, taxes as applicable, failing which the Xionps Limited is authorized at its sole discretion to reject the instruction. In the event that the Xionps Limited executes any such Instruction for which the XIBO member/Investor has not maintained sufficient funds, the XIBO member/Investor will pay the deficiency for the amount, fees, charges and taxes, at the earliest, together with interest calculated at a rate to be determined by the Xionps Limited, from time to time, in respect of such unauthorized overdrafts.

DISCLOSURE OF XIBO MEMBER/INVESTOR  INFORMATION

1. Unless otherwise stated, the XIBO member/Investor must supply information relating to the XIBO member/Investor (including personal data), the PBS Account, the Transactions and Investment Services (collectively, the “XIBO member/Investor Information”) as requested by the Xionps Limited. If the XIBO member/Investor does not supply the XIBO member/Investor Information, it may not be possible for the Xionps Limited to provide Investment Services or enter into any Transaction.
2. The XIBO member/Investor  agrees and consents to the Xionps Limited, its officers and agents disclosing XIBO member/Investor  Information, including but not limited to details of the XIBO member/Investor s facilities, any PBS package taken, transactions undertaken and balances and positions with the Xionps Limited, to:
   1. The head office of the Xionps Limited and any other XIBO member/Investor  of Xionps Limited in any jurisdiction (the ‘permitted parties’);
   1. Professional advisers, service providers or independent contractors to, or agents of, the permitted parties, such as debt collection agencies, data processing firms and correspondents who are under a duty of confidentiality to the permitted parties;
   1. Any actual or potential participant or sub-participant in relation to any of the Xionps Limited rights and/or obligations under any agreement with the Xionps Limited, or its assignee, novatee or transferee (or any officer, employee, agent or adviser of any of them);
   1. Any credit information company, business alliance partner, rating agency, insurer or insurance broker of direct or indirect provider of credit protection to any permitted party;
   1. Any court or tribunal or authority (Including an authority investigating an offence) with jurisdiction over the permitted parties;
   1. Anyone the Xionps Limited consider necessary in order to provide the XIBO member/Investor with Investment Services.
3. The XIBO member/Investor consents to and authorizes the use by the Xionps Limited of any XIBO member/Investor Information for the purposes of the sending of commercial messages to the XIBO member/Investor in relation to Investment Products or Investment Services that may be of interest to the XIBO member/Investor. The provisions of this Clause shall constitute the XIBO member/Investor’s request and consent for the purpose of the provisions of any spam control laws. If the XIBO member/Investor does not wish to receive such messages or would like to revoke this consent, the XIBO member/Investor shall notify the Xionps Limited accordingly.
4. This Clause shall survive the termination of the Investment Terms.

SUSPENSION

1. The Xionps Limited may, at its discretion, at any time without prior notice to the XIBO member/Investor and for any reason whatsoever, suspend operation of Investment Service without liability.
2. The Xionps Limited shall not be liable or responsible for any Losses suffered or incurred by the XIBO member/Investor  arising from any delay, failure or inability of the Xionps Limited or any Agent to discharge any of its obligations in connection with the Investment Service or Transaction as a result of any reasons or causes beyond the Xionps Limited’s or the Agent’s control (including any breakdown of and/or failure of transmission of telecommunications or computer facilities, exchange closure, industrial action, acts and regulations of any public, regulatory or governmental authorities or clearing houses or settlement systems or failure by any third party for any reason to perform its obligations, in the relevant market). In such circumstances, the Xionps Limited may extend the time for performance by the Xionps Limited by a period equal to that during which performance is so prevented or hindered.
3. Each of the Xionps Limited and the XIBO member/Investor will take reasonable steps which in its sole opinion is available to mitigate any adverse effects on the other party of the circumstances listed in Clause 1 or Clause 2 above.

LIABILITY AND INDEMNITY

1. Any action which the Xionps Limited may take or omit to take in connection with the provision of Investment Services, any Instructions or Transactions shall be solely for the PBS Account of the XIBO member/Investor and at the XIBO member/Investor’s risk. None of the Xionps Limited, its Affiliates, Agents and any director, officer, employee or agent of any of the foregoing (each, an “Indemnified Person”) shall be liable for any Losses or for the acts of any Agent appointed by the Xionps Limited in good faith, or any other persons through whom Instructions are effected, save where the same arises directly from the Xionps Limited’s gross negligence, wilful misconduct or fraud. Indemnified Persons shall be entitled to every exemption from liability; every defense and every indemnity to which the Xionps Limited is entitled save in the event of the Xionps Limited’s gross negligence, wilful misconduct or fraud. Notwithstanding any provision of this Agreement, the Xionps Limited shall not at any time be liable for any indirect, special or consequential Losses, loss of profits, goodwill or reputation whether or not they were foreseeable or likely to occur and even if the XIBO member/Investor  may have advised the Xionps Limited of the possibility of such Losses.

• The XIBO member/Investor  further agrees to fully indemnify and keep indemnified each Indemnified Person against any and all Losses which any Indemnified Person may suffer or incur as a result of (directly or indirectly) or in connection with:

• any breach by the XIBO member/Investor  of any provision of the Investment Terms (including without limitation any representation or warranty under this Agreement);
  • any breach by the XIBO member/Investor  of its obligations in connection with any Transaction or Investment Service;
  • any failure by the XIBO member/Investor  to comply with any Applicable Laws in respect of any Transaction or Investment Service.
• Without limiting the generality of Clause 2 above:
  • Notwithstanding any other provision of the Investment Terms, the Xionps Limited shall have no responsibility in respect of the performance or outcome of any Investment Product, Transaction or Investment Service. The XIBO member/Investor  acknowledges that past performance of any investment or class of investments is no indicator of future performance;

• the Xionps Limited shall not be responsible for, nor have any liability for Losses attributable to, incorrect or incomplete information in any prospectus or other offering, transactional or marketing materials prepared or issued by third parties other than the Xionps Limited or derived from such third party materials; and

• the XIBO member/Investor  agrees to indemnify each Indemnified Person against any Losses arising from or as a result of acting on any Instruction or other communication received by the Xionps Limited by any means which the Xionps Limited reasonably believes to have been given by the XIBO member/Investor  or on the XIBO member/Investor ’s behalf, and the XIBO member/Investor  agrees to be bound by and ratify any Transaction entered into, service provided or action taken by the Xionps Limited as the result of such Instruction or communication.

THE XIBO MEMBER/INVESTOR ’S RESPONSIBILITY

1. The XIBO member/Investor  shall at all times exercise due care to prevent payment or other orders or instruments, Instructions, electronic aids, passwords, tests, codes or digital signatures from coming into the possession of unauthorized persons and to prevent alteration in a manner which may facilitate fraud or forgery. The XIBO member/Investor shall notify the Xionps Limited immediately on discovering that any such items have been stolen, lost, misappropriated or mislaid, but such notification shall not relieve the XIBO member/Investor from the liability to assume and bear the consequences of the same. It is the XIBO member/Investor’s duty to ensure Instructions are clear, correct and intelligible and that they have been received and/or read, as applicable, by the Xionps Limited’s officer designated to execute Transactions or provide Investment Service.
2. The XIBO member/Investor  undertakes to consult with the XIBO member/Investor ’s own independent legal, regulatory, tax, financial, PBS Accounting and other advisors to the extent the XIBO member/Investor  deems necessary in respect of any Transaction or Investment Service (or any Transaction that the XIBO member/Investor  proposes to enter into with or through the Xionps Limited).
3. The XIBO member/Investor shall be responsible for all taxes, duties and charges (including but not limited to tax reporting and withholding obligations) of any kind arising pursuant to the Transactions conducted with or through the Xionps Limited. For the avoidance of doubt, in no event shall the Xionps Limited or any of its Affiliates and Agents or any director, officer, employee or agent of any of the foregoing be liable for any adverse tax implications in respect of any Transaction.

RISK DISCLOSURE

The XIBO member/Investor accepts all risks arising from its entry into of any Transactions and the acceptance of any Investment Services. The XIBO member/Investor’s attention is drawn to and the XIBO member/Investor acknowledges that the XIBO member/Investor has read and fully understood the Risk Disclosure Statement and all documents referred to therein. By accepting any Investment Services and/or entering into any Transactions, the XIBO member/Investor acknowledges that the XIBO member/Investor has made his/her own assessment and has relied on his/her own judgment.

AMENDMENT

The Xionps Limited may vary or amend the Investment Terms at any time at the Xionps Limited’s discretion by notifying the XIBO member/Investor  of such variations or amendments at the address provided by the XIBO member/Investor  to the Xionps Limited or by such other means as the Xionps Limited may deem fit. Any such variation or amendment shall take effect from such date as the Xionps Limited shall stipulate or, in the absence of express stipulation, upon notice being given to the XIBO member/Investor, without the need for any further consent or agreement by the XIBO member/Investor and shall be binding on the XIBO member/Investor even if the XIBO member/Investor has not received the notification from the Xionps Limited.

NOTICES AND COMMUNICATIONS

1. Without prejudice to any other effective mode of dispatch, any report, statement, written confirmation, notice, demand or any other communication from the Xionps Limited to the XIBO member/Investor  shall be deemed to have been sufficiently dispatched, given or made if:

1. left by personal delivery addressed to the XIBO member/Investor , at the address last known to the

Xionps Limited at the time of delivery;

1. by prepaid post similarly addressed, five days after posting;
   1. communicated or transmitted to the XIBO member/Investor  by telephone, telex, cable, telegraph or facsimile transmission at the respective numbers last known to the Xionps Limited, at the time of communication/transmission; and
   1. Communicated by e-mail, on the date and time of transmission by the e-mail server operated by the Xionps Limited and/or its service provider, notwithstanding any non-delivery or “returned mail” reply message or any error message indicating that the e-mail was not successfully sent to the XIBO member/Investor’s mailbox. The XIBO member/Investor will bear the risk of any non- delivery of e-mails from the Xionps Limited.

• Any communication from the XIBO member/Investor to the Xionps Limited shall only be effective upon actual receipt thereof by the Xionps Limited.
• All notices and other communication sent by the Xionps Limited to the XIBO member/Investor or vice versa are to be sent at the XIBO member/Investor’s risk, and the Xionps Limited does not assume any responsibility for any inaccuracy, interruption, error or delay or total failure in transmission or delivery by any form of communication or other cause beyond the control or anticipation of the Xionps Limited. The Xionps Limited shall not be obliged to preserve any documents which may be returned undelivered.

MISCELLANEOUS

Destruction of documents: The Xionps Limited may in its discretion destroy any cheques or other records and documents relating to Investment Service or Transaction after the same have been processed by microfilm or any other form of electronic media. Production of the microfilm or other form of electronic media shall be binding on and shall be conclusive evidence against the XIBO member/Investor. The Xionps Limited may destroy any records after the retention period required by law.

Monitoring of correspondence: The XIBO member/Investor  agrees that all telephone conversations and electronic message correspondence (including electronic message correspondence delivered by e-mail and instant messaging services) between the Xionps Limited or an Affiliate and the XIBO member/Investor  may be recorded and may, to the fullest extent permitted by Applicable Laws, be used as conclusive evidence of the content of the calls or electronic messages and will be admissible in evidence in any proceedings. The XIBO member/Investor waives any right to challenge or dispute the admissibility, reliability, accuracy or the authenticity of the contents of such records.

Severability: If any provision of the Investment Terms is or becomes illegal, invalid or unenforceable in any respect, the legality, validity or enforceability of the remaining provisions shall not be affected or impaired.

Time of the essence: The XIBO member/Investor agrees that time shall be of the essence in respect of the XIBO member/Investor’s responsibilities and liabilities in all matters arising under the Investment Terms.

No waiver of rights: No indulgence or forbearance granted by the Xionps Limited, no failure to exercise and no delay in exercising on the part of the Xionps Limited of any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

Remedies cumulative: Any rights and remedies of the Xionps Limited under the Investment Terms are cumulative and are not exclusive of any rights or remedies provided by law.

Successors: The XIBO member/Investor’s rights and obligations under the Investment Terms shall be binding on the XIBO member/Investor’s heirs and successors.

Signing Authority: The XIBO member/Investor hereby authorizes the Xionps Limited to sign on behalf of the XIBO member/Investor and in the name of the XIBO member/Investor any agreement or other document to enable or better enable the Xionps Limited to carry out the Instructions, to enter into Transactions and/or to provide Investment Services.

Xionps Limited’s intellectual property: The XIBO member/Investor will not use the “Xionps Limited” name, logo or trademark or any other intellectual property belonging to the Xionps Limited for marketing or publicity purposes without the prior written consent of the Xionps Limited.

Conclusive evidence: For all purposes, including without limitation, any legal proceedings against the XIBO member/Investor, a certificate by any of the Xionps Limited’s officers as to any amount due from the XIBO member/Investor to the Xionps Limited or as to any other determination, notification or opinion or the like of the Xionps Limited shall, in the absence of manifest error, be binding and conclusive evidence.

Governing law and jurisdiction: The Investment Terms and all relations between the parties shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Any legal action or proceedings in connection with the Investment Terms, or any dispute thereunder, may be brought in the courts of the Federal Republic of Nigeria and the XIBO member/Investor irrevocably submits to the jurisdiction of Nigerian courts. The Xionps Limited reserves the right to institute proceedings in the XIBO member/Investor’s domicile or in any other appropriate jurisdiction.

Definitions & Interpretation

1. In the Investment Terms, unless specified otherwise or unless the context otherwise requires:

1. “PBS Account” means the Xionps Limited PBS Account maintained by the XIBO member/Investor with the Xionps Limited and mentioned on the investment services enrolment form. The Investment Services and the Transactions are linked to the PBS Account and all debits and credits pursuant to the Transactions will be reflected in the PBS Account.

• “Affiliates” means any subsidiary, related corporation, parent company, office, representative office, associated company of the Xionps Limited, and includes their respective successors and assigns.

• “Agents” means any agent, broker, dealer, counterparty, advisor, Xionps Limited, attorney, custodian, sub-custodian, depository, manager, service provider or nominee selected or used by the Xionps Limited in connection with any PBS Account, Investment Service or Transaction or otherwise in connection with the Investment Terms.

• “Applicable Law” means to the extent applicable, all laws, rules, regulations, notices, circulars, codes and guidelines of any regulatory, supervisory, governmental, quasi-governmental, legislative or other authority or body or exchange or clearing house, in each case as supplemented and amended from time to time.

• “Authorized Persons” means each person authorized (whether solely or jointly) to, on the XIBO member/Investor’s behalf, give Instructions to the Xionps Limited.

• “Business Days” means a day (other than a Saturday or Sunday or public holiday) on which the Xionps Limited is open for business and, in the context of Instructions, Transactions and Investment Services, a day when Xionps Limited and relevant financial markets and institutions are open for business in the jurisdiction concerned.

• “XIBO member/Investor ” means the holder(s) of the PBS Account as identified with Xionps Independent Business Owners (XIBO) documentation completed or provided when such PBS Account is opened, including its/their successors and assigns and who have enrolled to obtain Investment Services from the Xionps Limited by filling up the investment services enrolment form.

• “Investment Services/Services” mean any services offered, granted or made available by the Xionps Limited to the XIBO member/Investor from time to time pursuant to Clause on ‘provision and availability of services’ under Part One of the Investment Terms.

• “Instructions” means any instruction or request given or purportedly given by the XIBO member/Investor  or, where applicable, authorized Persons to the Xionps Limited pursuant to the

Investment Terms by such means as the Xionps Limited may allow as detailed in Clause

1.2 And Clause 1.3 under the heading ‘instructions and transactions’ of Part One of the Investment Terms.

1. “Loss” or “Losses” mean any losses, damages, costs (including legal costs on a full indemnity basis), fines, expenses, fees, charges, actions, suits, proceedings, claims, claims for an PBS Account or equitable compensation or equitable lien, any other demands or remedy whatsoever, or any diminution in the value of or loss or damage to any property or PBS package or any lost opportunity whereby the value of the same could have been increased or otherwise.

1. “Risk Disclosure Statement” means the risk disclosure statement set out in Part Two of the Investment Terms and includes all annexures and supplements thereto

from time to time and all the disclosures or descriptions of risks contained in documents which are specific to any investment product, Transaction or Investment Service as provided by the Xionps Limited to the XIBO member/Investor  from time to time.

1. “Securities” means equities, bonds, debentures, debenture stocks, certificates of deposit, treasury bills, bills of exchange, units in mutual funds or any other kind of collective investment schemes, warrants, options, all derivatives (other than Structured Investments) over the same, securitized structured products such as notes, warrants or certificates, annuities, debt certificates which may be drawn by lot for redemption, mortgage bonds and any other interests, rights or property, whether in the form of an instrument or otherwise, commonly known as securities in the jurisdiction in which they are created or issued.

1. “Xionps Limited” means any one or more of Standard Chartered Xionps Limited, its subsidiaries, associated companies and affiliates (including, without limitation, the Xionps Limited and its Affiliates).

1. “Transaction” means any transaction effected by the Xionps Limited for or on behalf of the XIBO member/Investor pursuant to or in connection with Investment Services or any PBS Account.

• In the Investment Terms, unless specified otherwise or unless the context requires otherwise:
• a reference to any statute, statutory provision or regulation shall be construed as a reference to the same as it may be amended, modified, replaced or re-enacted from time to time;
• headings and titles are for convenience only and do not affect its interpretation;
• the singular includes the plural and vice versa;
• words denoting any gender shall include the other genders;
• “assets” means property or assets of any nature and includes all or part of any present and future business, undertaking, real property, personal property, uncalled capital, revenues and any rights of every description (whether actual or contingent, present or future) to receive, or require delivery of, any of the foregoing;
• any reference to the Xionps Limited’s “discretion” shall be construed to refer to the Xionps Limited’s “sole and absolute discretion”; any determination to be made by the Xionps Limited or any exercise by the Xionps Limited of any rights or entitlement may be made at the Xionps Limited’s sole and absolute discretion and, in every case, shall be conclusive and binding on the XIBO member/Investor ; and the word “includes” or “including” as used in the Investment Terms shall be construed to mean “includes without limitation” or, as the case may be, “including without limitation”; and

• “person”, “he” or “him” includes any individual, company, corporation, firm, partnership, joint venture, association, organization, trust, state or agency of a state (in each case, whether or not having separate legal personality

PART TWO

RISK DISCLOSURES

Part A: Risk related to Transactions & Investment Services

1.    General

1. This Risk Disclosure Statement does not explain all the risks and other significant aspects of entering into a Transaction or accepting the provision of Investment Service. Such risks can be substantial. The XIBO member/Investor should consult its advisors on the nature of the Transaction or Investment Service. In addition, the XIBO member/Investor  should carefully consider the risks specific to the Transaction or Investment Service and whether the particular Transaction or Investment Service is appropriate and suitable for the XIBO member/Investor  in the light of the XIBO member/Investor s’ experience, objectives and personal and financial circumstances.
   1. In particular, each XIBO member/Investor  should:
   1. have sufficient knowledge and experience to make a meaningful evaluation of a Transaction or Investment Service, including the merits and risks of such Transaction or Investment Service;
   1. have access to, and knowledge of, appropriate analytical tools to evaluate a Transaction or Investment Service and the impact the Transaction or Investment Service will have on the XIBO member/Investor s overall investment portfolio;
   1. have sufficient financial resources and liquidity to bear all relevant risks;
   1. understand thoroughly the terms and conditions of the Transaction or Investment Service; and
   1. Be able to evaluate (either alone or with the help of an independent financial adviser) possible scenarios for economic, interest rate and other factors that may affect the Transaction or Investment Service and the XIBO member/Investor s ability to bear the applicable risks.

By entering into a Transaction or agreeing to the provision of Investment Service, the XIBO member/Investor acknowledges that he makes his own assessment and relies on his own judgment in relation to any and all investment or trading or other decisions in respect of such Transaction or Investment Service and accepts any and all risks associated therewith and any Losses suffered as a result. The Xionps Limited is not responsible for any Losses whatsoever or howsoever arising from the Transaction or Investment Service. In addition, the XIBO member/Investor  confirms that he has read and fully understood this Risk Disclosure Statement and all offering documents, term sheets, and documentation pertaining to the Transaction or Investment Service, and that he fully understands the nature and terms and conditions of the Transaction or Investment Service.

2.    Risk of Securities trading

The prices of Securities fluctuate, sometimes dramatically. The price of a PBS package may move up or down, and may become valueless. It is as likely that losses will be incurred rather than profit made as a result of buying and selling Securities. In addition, any representation of past performance is not necessarily a guide to future performance.

3.    Liquidity risks

At certain times, or under certain market conditions, the XIBO member/Investor may find it difficult or impossible to liquidate a position, to assess the value or to determine a fair price. This is particularly so for unlisted Securities where there is no formal market for such Securities and are often thinly traded. In addition, there can be no certainty that market traders will be prepared to deal in Securities, in particular in relation to unlisted Securities, and proper information for determining their current value may not be available. Whilst generally it may be easier to liquidate a position or to assess the value or determine a fair price for listed Securities, there is no assurance that there will be a liquid market for such Securities or that the value or fair price can be obtained.                                                                                                                                                                                                                                                            

4.    Trading of listed Securities outside the home jurisdiction

Trading of listed Securities in jurisdictions other than the jurisdiction from where the Investment Services are provided may expose the XIBO member/Investor to additional risks. Such markets may be subject to regulation which may offer different or diminished investor protection. Before the XIBO member/Investor trades in such markets, the XIBO member/Investor should enquire about the relevant rules as the XIBO member/Investor’s local regulatory authority may not be able to enforce such rules. The XIBO member/Investor should ask the Xionps Limited for details on, and understand the redresses available in his local jurisdiction as well as the relevant overseas jurisdictions.

5.    Currency risk

Our engagement thus with PBS and all XIBO member/Investor involves currency to hedge an original investment in another currency, and all Transaction entered into by the XIBO member/Investor with PBS references two different currencies, fluctuations of the currencies against each other or against the other underlying elements of the Transaction may affect the XIBO member/Investor’s net profit on the Transaction or increase the XIBO member/Investor’s loss. In addition, where the XIBO member/Investor’s home currency differs from the currency in which payments pursuant to the Transaction are made, foreign currency fluctuations may affect the XIBO member/Investor s who intend to convert profits or losses pursuant to the Transaction to their home currency. Foreign exchange rates may fluctuate significantly and suddenly and are determined by (among other things) the supply and demand for currencies in the international foreign exchange markets, inflation rates in the countries concerned, interest rate differences between the respective countries, currency convertibility and measures (e.g. exchange controls) taken by government and monetary authorities.

6.    Insolvency

In the event of the insolvency of the Xionps Limited of a PBS package or the counterparty to a Transaction, the XIBO member/Investor may experience delay in liquidating his investment and may suffer losses, including a decline in the value of his investment (which may be zero). Further, the insolvency of the Xionps Limited of a PBS package or the counterparty to a Transaction may lead to positions being liquidated or closed out without the XIBO member/Investor’s consent. The XIBO member/Investor  could lose his entire investment, any payment to be made or Securities to be delivered to the XIBO member/Investor , and any assets lodged by the XIBO member/Investor  as collateral. In the event of the insolvency of the Xionps Limited of a PBS package or the counterparty to a Transaction, the XIBO member/Investor’s claims for recovery will generally be subordinated to the claims of the preferred or secured creditors of the Xionps Limited or counterparty.

7.    No investment advice or recommendations

The Xionps Limited is not obliged to, and does not, give investment advice or make recommendations. Whilst it may provide recommendations on request by the XIBO member/Investor , such investment advice or recommendations are given or made (and the XIBO member/Investor  acknowledges and agrees that it is so given or made) without any responsibility on the part of the Xionps Limited unless otherwise agreed in writing by the Xionps Limited and on the basis that the XIBO member/Investor  will nevertheless make his own assessment and rely on his own judgment in respect of all Transactions executed or Investment Services rendered under the Investment Terms.

8.    Emerging markets

Transactions related to emerging countries (e.g. Securities or underlying reference assets or reference entities of structured investments which are listed in or linked to emerging countries), including those located in Asia, Latin America and Eastern Europe, and may carry high investment risks. Such risks include political risks (including confiscation of assets, restriction of the XIBO member/Investor’s rights of disposal, or declines in the value of assets as a result of state intervention or the introduction of state monitoring and control mechanisms), risks of economic instability, greater prevalence of illegitimate market practices (e.g. insider trading) and laws and regulations which afford inadequate protection and safeguards to investors.

9.    Risks associated with unsecured e-mail communication

The XIBO member/Investor acknowledges that e-mail is sent via public and private data transfer networks and providers which are accessible worldwide, and available to anyone. It is therefore impossible to control the transmission route of an e-mail. The XIBO member/Investor  acknowledges and agrees that a multitude of risks are inherent in unsecured e-mail, for example, e-mail from the Xionps Limited can be faked as a result of e-mail or computer infections created or spread by third parties. The Xionps Limited accepts no responsibility for any losses arising from such risks.

10.  Risks associated with Instructions via facsimile

Non-original signatures on the facsimile may be forged and such instructions may be transmitted to, and received at, wrong numbers, may never reach the Xionps Limited and may be disclose to third parties at the wrong number thereby losing their confidential nature.

11.  Other Related Documentation

The Xionps Limited may, in appropriate cases, furnish the XIBO member/Investor with term sheets and other documentation (whether issued by the Xionps Limited or third party product providers) setting out the material terms, associated obligations, underlying assumptions, pricing basis and sensitivity analysis to illustrate the impact of market movements on the proposed financial investment and/or such other information as the Xionps Limited may think relevant. Any sensitivity analysis which may be provided are for the purposes of illustration only. The provision of such term sheet or other documentation shall not detract from the XIBO member/Investor’s duty to take all such steps and make all such enquiries as may be necessary or desirable prior to making any investment decision and the Xionps Limited takes no responsibility or liability for the accuracy and completeness of such term sheet or other documentation or any information set out therein.

12.  Commissions, Fees and Charges

Before the XIBO member/Investor enters into any Transaction or accepts any Investment Service, the XIBO member/Investor should obtain a clear explanation of all commissions, fees and other charges for which the XIBO member/Investor will be liable. These charges will affect the XIBO member/Investor’s net profit (if any) or increase the XIBO member/Investor’s loss.

13.  Taxation

The Xionps Limited does not provide tax advice and the XIBO member/Investor has full responsibility for any tax implication of entering into a Transaction. Any tax treatment depends on a XIBO member/Investor’s individual circumstances and may be subject to change in the future. The XIBO member/Investor should consult his tax adviser about his own tax situation.

Part B – Specific risk in financial products or services

1. Structured products

The Xionps Limited referrers’ third party structured products to its XIBO member/Investor s. The XIBO member/Investor  consents to the Xionps Limited sharing with the third party product provider personal information of the XIBO member/Investor  and any other information that the Xionps Limited at its sole discretion deems fit in relation to the referral activity. The Xionps Limited shall be receiving referral fees from the product provider. In cases where the structured products are of a stated maturity, the investment will be locked in till maturity, with no assurance of any immediate liquidity. Even in case a premature exit is facilitated by the product provider, there can be no assurance on principal protection or returns. Generally structured products are financial instruments whose investment returns are linked to the performance of reference underlying(s). Examples include (but are not limited to) equity-linked notes, interest rate-linked notes and credit-linked notes. Structured products can come in a variety of forms and linked to a wide range of reference underlying(s) and can be complex financial instruments. The XIBO member/Investor should read the offering document, term sheet, and documentation pertaining to the particular structured product carefully and fully understand the nature, terms and risks of such product.

Principal protected structured products – Principal protection will be applicable only if the product is held till maturity. Such protection is subject to the conditions set out in the offering document, term sheet, and documentation pertaining to the particular structured product. Since, the Xionps Limited is not the Xionps Limited of the structured products, such protection is not provided by the Xionps Limited but by the third party Xionps Limited. In the event that there is a default by the Xionps Limited, non-payment of expected coupons or changes of credit ratings of underlying instruments, principal protection may not apply and there may be a risk of the total loss of the amount invested.

General

1. Market risk – the value of an investment will decrease due to moves in market factors, and this will impact on the net asset value of the collective investment scheme.
   1. Risk relating to investment in equity – the equity markets may fluctuate significantly with prices rising and falling sharply, and this will impact on the net asset value of the collective investment scheme.
   1. Risk relating to investment in debt securities – the value of the investments will depend on (among others) market interest rates, the credit quality of the Xionps Limited and liquidity considerations. Some collective investment schemes may invest in high yielding debt instruments where the level of income may be relatively high (compared too investment grade debt instruments), however, the risk of depreciation and realization of capital losses on such instruments will be significantly higher than on lower yielding debt instruments. Instruments or schemes which are called capital protection oriented, do not guarantee returns and such instruments or schemes are only oriented towards protection of capital. The orientation towards protection of the capital originates from the portfolio structure of the scheme and not from any Xionps Limited guarantee, insurance cover etc.
   1. Currency risk – since the investments held by a collective investment scheme may be denominated in currencies different from its base currency, the collective investment scheme may be affected adversely by exchange control regulations or changes in the exchange rates between such reference currency and other currencies. Changes in currency exchange rates may influence the value of the units in a collective investment scheme, and also may affect the value of dividends and interests earned by the collective investment scheme.
   1. Investment grade risk – some collective investment schemes invest in investment grade debt securities, which, like other types of debt securities, involve credit risk of the debt PBS package Xionps Limited and may be subject to ratings downgrades by the rating agencies.
   1. Investment in derivative instruments – some collective investment schemes invest in derivative instruments which can involve additional material risks such as counterparty risks or credit and liquidity risk. Some derivative instruments may employ leverage which can cause greater volatility.
   1. Country concentration – collective investment schemes which invest in one country or limited countries will have greater exposure to market, political, legal, economic and social risks of that country/countries than a scheme which diversifies country risk across a number of countries.
   1. Holdings concentration – collective investment schemes which invest in a relatively small number of investments or may be concentrated in a specific industry sector are subject to higher concentration risk.

1. Emerging market risk – some collective investment schemes invest in part or in whole via the methods detailed above in emerging markets which may be more volatile and subject to greater political and economic risks.

1. Liquidity risk – Investments held by a collective investment scheme may need to be sold if insufficient cash is available to finance redemptions of the scheme by investors. If the size of the disposals is sufficiently large, or the market is illiquid, there is a risk that the investments might not be sold or the price at which they are sold may adversely affect the net asset value of the scheme.

Non-traditional funds (hedge funds)

Non-traditional funds (which may take a variety of legal forms such as investment companies or partnerships) differ from traditional investment funds such as equity or fixed income funds in respect of their investment style. A common type of a non-traditional fund is a hedge fund. Some of the common features of, and risks of investing in, a non- traditional fund include the following:

1. Non-traditional funds have variable liquidity and tradability, and may have limited subscription and redemption rights with lengthy notice periods (e.g. fund issues and redemptions are often allowed only on a monthly, quarterly or annual basis). Fixed holding periods are common, and liquidations may stretch out over a period of years;

• The fund often aims to make an absolute return, under varying market conditions;

• Sometimes, the fund takes on very high levels of risk and may have significant leverage from the investment of borrowed capital;

• The fund often uses derivatives, whether for hedging or for investment or speculation;

• The fund may be able to carry out short sales;

• The fund may not be subject to any restrictions on investment categories, markets or trading methods, and the strategies adopted by the fund may be speculative in nature;

• The fund may require a high minimum investment amount; and

• Many non-traditional funds are located in “offshore” jurisdictions, and are subject to less stringent laws and supervision, which in turn provides relatively weaker investor protection relative to a traditional fund. There is no assurance that an investor’s legal rights will be enforceable. There may be other risks associated with weaker regulation of such funds; for example, the fund may have poor or unsuitable operating systems and checking procedures.

Non-traditional fund investments involve a high degree of risk. Before making any investments, the XIBO member/Investor should seek independent advice about the particular risks involved and carefully study the relevant information memorandum, subscription agreement and other information on the investments.

THIS RISK DISCLOSURE STATEMENT DOES NOT DISCLOSE ALL THE RISKS AND SIGNIFICANT ASPECTS OF THE INVESTMENTS. THE XIBO MEMBER/INVESTOR IS ADVISED TO STUDY CAREFULLY THE TERMS AND CONDITIONS OF THE RELEVANT INVESTMENT AND SEEK INDEPENDENT FINANCIAL, TAX, LEGAL OR OTHER ADVICE, AS APPROPRIATE, BEFORE ENTERING INTO ANY INVESTMENT.

PART THREE

SPECIFIC TERMS & CONDITIONS FOR ELECTRONIC INVESTMENT TRANSACTION PROCESSING (‘PBS’) FOR PRIME BUSINESS SUITE ONLY

1. Definitions:

Capitalized terms not defined here, shall have the same meaning as given in Part One of the Investment Terms. In the PBS Terms for Prime Business Suite Transactions, unless specified otherwise or unless the context otherwise requires:

‘Category “A” Products’ or ‘CAPs’ means the products on high stake capital with low frequent Returns Units manufactured or distributed by the Xionps Limited to the XIBO member/Investor .

 ‘Offer Document’ means any document by which the Mutual Fund invites public for subscription of Units of its Scheme(s).

‘Transaction’ means any transaction effected by the Xionps Limited for or on behalf of the XIBO member/Investor pursuant to XIBO member/Investor s transaction instructions in a scheme of a PBS, including purchase, redemption, re-investment, switch.

‘Unit’ means the interest of the investors in the Scheme, consisting of each Unit representing one undivided share in the assets of that Scheme as evidenced by a unit certificate/PBS Account statement.

‘Unit Holder’ means a participant who is a registered holder for the time being of Unit(s) of the Scheme(s) of the PBS, including persons jointly registered. Such Unit Holders shall have a beneficial interest in the legal, trust property to the extent of their individual holding of Unit(s) in the Scheme(s) only.

2.     Scope:

In addition to Part One and Part Two of the Investment Terms, these PBS specific Terms shall specifically apply to PBS Transactions undertaken by the Xionps Limited on the Instructions of the XIBO member/Investor.

3.     Transaction processing/Prep period:

• The XIBO member/Investor understands and agrees that the Xionps Limited shall act only on specific Instructions provided by the XIBO member/Investor /Investors. The Xionps Limited shall exercise no discretion whatsoever and no action or lack thereof on the part of the Xionps Limited shall be construed as an investment advice to/decision on behalf of the XIBO member/Investor s/Investors. The XIBO member/Investor understands and agrees that the Xionps Limited is not its agent, constituted attorney and/or an adviser.
  • The XIBO member/Investor s & PBS Investors acknowledges having read and understood applicable charges payable by the XIBO member/Investor to the Xionps Limited for utilizing.
  • The XIBO member/Investor must read and understood the contents of the Offer Documents as amended from time to time, prior to entering into any transaction in Mutual Funds.
  • The XIBO member/Investor s & PBS Investors acknowledges and agrees that for operational reasons, the Xionps Limited shall forward only those Instructions that are received prior to a cut off time, which may be earlier than the cut-off time prescribed by the Mutual Fund. The Xionps Limited shall not be liable for any losses, damages, costs or expenses arising out of the resultant non- forwarding of/delay in execution of Transaction Instructions received after such cut-off time.
  • The XIBO member/Investor s & PBS Investors understands that the XIBO member/Investor /Investor may route future communication/instructions for Transactions (financial or non-financial) through the Xionps Limited.
  • Upon receipt of Instructions and evident of payment from the XIBO member/Investor /Investor for the Transactions in PBS mode, the Xionps Limited shall be authorized to automatically process the XIBO member/Investor ’s PBS Account maintained with the Xionps Limited on PBS, without notice to the XIBO member/Investor /Investor and analysis to the extent of the amount payable by the XIBO member/Investor /Investor to the PBS on PBS Account of the Transaction and to the Xionps Limited on PBS Account of charges, fees, commission and taxes as applicable. Towards this end the XIBO member/Investor agrees to maintain PBS Account till full tenor of the investment is completed as applicable.
  • Our prep period of 30days is a crucial timing for all investment for each of our team to analyses the product for investment, order placing from factory, shipping and it arrival of products to start selling.
  • During the prep period Investor cannot terminate or withdraw, however, if an investor wishes to withdraw or terminate, He/she is only entitle to 50% of capital invested and contract will be terminated.

4.     Income month: This is the beginning month where investor start earning after the Prep Period.

5.     Termination

• The Xionps Limited may terminate investment pertaining to PBS by providing a notice of termination to the XIBO member/Investor in the manner provided in the clause on Notice and Communication under Part One of the Investment Terms, calling upon the XIBO member/Investor to forthwith send the closure request for all the investments in PBS held by the XIBO member/Investor. In case of non- receipt of the closure request within 30 days from the date of dispatch, no further transactions will be permitted and the Xionps Limited shall forward the notice of termination to the respective Investor. Termination shall be complete after all the Units of the respective PSB are transferred out of the PBS platform and a confirmation to that effect has been received by the Xionps Limited and once all outstanding charges payable by the XIBO member/Investor  to the Xionps Limited have been paid by the XIBO member/Investor.

6.       Force Majeure:

• If the Xionps Limited is prevented or delayed in the performance of any of its obligations under the PBS mode of accepting Investment Transactions in PBS, then the Xionps Limited shall be excused from the performance or the punctual performance as the case may be from the date of such force Majeure event occurring till the time the event continues to exist.
  • Force majeure shall be deemed to be any cause affecting the performance of this arrangement arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of the Xionps Limited to perform and without limiting the generality thereof shall include the following:

5.2.1 Strikes, lock-outs or other industrial action;

5.2.2 Civil commotion, riot, invasion, war threat or preparation for war;

5..2.3 Outbreak of war, rebellion, revolution, hostilities, riot, civil disturbance, acts of terrorism (including bans on non-essential travel) issued by the World Health Organization or any governmental authority;

5.2.4 Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural physical disaster;

5.2.5 Impossibility of the use of railways, shipping, aircraft motor transport or other means of public or private transport;

5.2.6 Political interference with the normal operations of the Xionps Limited or PBS; and

5.2.7 Any change in or introduction of any laws and legal requirements.

I have read and understood the terms and condition, and Agr

PRIME BUSINESS SUITE (PBS) TERMS AND CONDITION

Important notice

You need to read this document.

It sets out the general terms and conditions on which the Xionps Limited initiative called PRIME BUSINESS SUITE (PBS) provides Partnership Products to its XIBO member/Investor s. These terms and conditions apply in addition to other documents including the XIBO member/Investor  terms, product terms and the tariff booklet, but they do not apply to any existing facility, product or Product the Xionps Limited provides to the XIBO member/Investor  to the extent that they are subject to separate terms and conditions.

Key words

The meaning of key words printed like this is explained at the end of these Partnership Terms.

Inherent risks

You acknowledge that there are inherent risks in conducting transactions over the internet or electronic networks and you have voluntarily assumed those risk

PART ONE

SCOPE

1. The PRIME BUSINESS SUITE Terms govern the provisions of Partnership Products by the Xionps Limited to its XIBO member/Investor s.
2. Prime Business Suite (PBS) is an initiative of Xionps Limited a manufacturer and distributor of innovative products in home appliances and gadgets. The PBS is not an Investment service rather it is a partnership Products and all Transactions executed by the Xionps Limited will be at the express Instructions of the XIBO member/Investor and strictly on a non-discretionary and on a non-risk participation basis. Through PBS we invest in our fast selling products and offered investor ROI.
3. In case of inconsistency between the Partnership Terms and any offering document, term sheet, or documentation pertaining to a particular Transaction in Partnership Products, the offering document, term sheet, or documentation of that Transaction shall prevail.

• The Partnership Terms and all Transaction are subject to Applicable Laws. To the extent that any provision of Applicable Laws conflicts with any provision of the Partnership Terms and such provision of Applicable Laws cannot be varied contractually, such provision of Applicable Laws shall prevail in relation to such conflict.

PROVISION AND AVAILABILITY OF PRODUCTS

1. Subject to the terms and conditions in the Partnership Terms, the Xionps Limited may (but is not obliged to) from time to time enrol XIBO member/Investor s for Partnership Products and provide the XIBO member/Investor  with execution and any other Products as agreed between the Xionps Limited and the XIBO member/Investor  from time to time.
2. Notwithstanding the terms and conditions in the Partnership Terms, the Xionps Limited has no obligation to enrol XIBO member/Investor s for XIBO member/Investor’sbehalf, and the Xionps Limited may refuse to do so. No reasons for any refusal, termination or discontinuance need to be given to the XIBO member/Investor. The Xionps Limited may require the XIBO member/Investor to sign additional documentation in order to enrol for Partnership Products or enter into Transactions.

AUTHORISED PERSONS

1. Subject to the Xionps Limited’s approval, which may be withheld at the Xionps Limited’s discretion, the XIBO member/Investor  may appoint authorized Persons to give Instructions on the XIBO member/Investor s’ behalf regarding any Transaction or Partnership Product by providing a written power of attorney or such other form of authorization as may be acceptable to the Xionps Limited. All acts of the Authorized Persons shall be binding on the XIBO member/Investor. The Xionps Limited will not be liable or responsible for any Losses provided that the Xionps Limited acts in accordance with any Instruction.
2. A list of specimen signatures of the authorized Persons shall be filed with the Xionps Limited which shall remain in full force and effect until the Xionps Limited has received written notice of amendment or revocation. The Xionps Limited may ignore and disregard any notice of revocation of such authority not in form and substance satisfactory to it. The authorized Persons may provide Instructions in relation to the entry into of Transactions, any request for additional Products and all other matters in relation to Partnership Products in any manner as the authorized Persons think fit, and the Xionps Limited may act on all such Instructions. Unless the Xionps limited otherwise agrees, all written Instructions must bear the signature(s) of the XIBO member/Investor or authorized Persons in accordance with the specimen(s) available on the Xionps Limited’s records.

INSTRUCTIONS AND TRANSACTIONS

1. Instructions
   1. The XIBO member/Investor authorizes the Xionps Limited in its discretion to rely on, and treat as fully authorized, any Instruction or other communication which purports to be given by the XIBO member/Investor or on the XIBO member/Investor s behalf (including from any authorized Person) and which is reasonably accepted by the Xionps Limited in good faith provided always that the Xionps Limited shall have the right under Clause 1.6 herein below. The Xionps Limited may act on, process or perform any such Instruction or communication without any enquiry as to the authority or identity of the person making or purporting to give such Instructions or the authenticity thereof. The XIBO member/Investor agrees that the XIBO member/Investor is under an express duty to the Xionps Limited to prevent any fraudulent, forged or unauthorized Instructions being given.
   1. The XIBO member/Investor must give the Xionps Limited Instructions in writing in accordance with the signing mandate as agreed with the Xionps Limited from time to time. Instructions can be given by telex, telephone, fax (signed in accordance with the signing mandate) or e-mail, or by any other means acceptable to the Xionps Limited unless:
      1. the Xionps Limited agrees otherwise in writing; or
      1. the Xionps Limited notifies the XIBO member/Investor that Instructions can only be given in a particular way.
   1. If the XIBO member/Investor gives an Instruction by telex, telephone, fax or e-mail, the Xionps Limited may act upon such Instructions without receipt of any written confirmations and the Xionps Limited’s records of telex, telephone, fax or e-mail Instructions shall be conclusive evidence of all such Instructions. Without prejudice to the above, the XIBO member/Investor acknowledges that the Xionps Limited is entitled to insist on any verbal Instructions given by or purportedly given by or on behalf of the XIBO member/Investor being confirmed by the XIBO member/Investor in writing, but the XIBO member/Investor shall always be bound by such verbal Instructions regardless of whether they have been so confirmed.

1. The XIBO member/Investor will bear all risks, and no XIBO member/Investor of the Xionps Limited is or will be responsible or liable for Losses arising from Instructions or communications provided to the Xionps Limited by any means. In particular but without limitation, the Xionps Limited will not be responsible or liable for any Loss suffered or incurred as a consequence of (a) any failure or delay in executing an Instruction caused by circumstances beyond its reasonable control including delay or failure to read an Instruction, or (b) any delay in reading an Instruction given by telex, fax or e-mail.

1. An Instruction given to the Xionps Limited may not be cancelled, withdrawn or amended unless the Xionps Limited, in its discretion, decides otherwise. The Xionps Limited has no liability if it does not or is unable to stop or prevent the implementation of the initial Instruction.

1. The Xionps Limited may, in its discretion and without being required to give any explanation, refuse to accept or comply with any Instruction or reject or cancel any Instruction.

1. The Xionps Limited shall have no duty to assess the prudence or otherwise of any Instruction. Notwithstanding this, if the Xionps Limited determines that any of the Instructions or other circumstances may expose the Xionps Limited (whether directly or indirectly) to any Loss, the Xionps Limited may suspend the entry into any or all of the Transactions, the provision of Partnership Products and/or require an indemnity from the XIBO member/Investor before continuing to provide Partnership Products, carrying out any Transaction or providing any Product or complying with any Instruction.

• Transactions
  • The Xionps Limited may apply limits to Transactions or Instructions of certain types or amounts. The Xionps Limited is not obliged to inform the XIBO member/Investor of these limits and any changes which the Xionps Limited may make to them. The Xionps Limited will not be liable to the XIBO member/Investor for not notifying the XIBO member/Investor of these limits and any changes thereto or any Losses arising from or in connection with the application of such limits.

• The Xionps Limited reserves the right to debit from any PBS Account with the Xionps Limited at any time any cash or other assets that were credited to the XIBO member/Investor in error.

NO PARTNERSHIP ADVICE

1. This clause is subject to any express agreement from time to time entered into between the Xionps Limited and the XIBO member/Investor in writing to the contrary.
2. The Xionps Limited does not provide Partnership advice to the XIBO member/Investor  and the Xionps Limited does not act as the XIBO member/Investor s’s adviser in relation to any Partnership Products, any Transaction and in the provision of Partnership Products.
3. The Xionps Limited in its capacity of a distributor or referrer of Partnership Products may offer advice which is incidental to its activity of distribution/referral. The Xionps Limited will not be charging any fee/consideration for such advice.
4. Without prejudice to the generality of Clauses 1, 2 and 3 above, if the Xionps Limited provides any information on the Partnership Products (or the relevant reference underlying), Transactions, Partnership Products or markets such as research, reports, market trends, Partnership analysis, commentary or internal ratings upon the performance of selected companies, assets, interest rates, exchange rates and/or indices, the XIBO member/Investor  represents, warrants and fully understands and agrees that this should not be construed as:
   1. any endorsement of the Partnership Products (or the relevant reference underlying),

Transactions, Products or markets;

• a representation that the Xionps Limited has performed any due diligence on the Partnership Products (or the relevant reference underlying), Transactions, Products or markets;
  • a recommendation or an Partnership advice;

• the Xionps Limited acting as the XIBO member/Investor ’s adviser or fiduciary;

• information which the XIBO member/Investor  can or may rely on in connection with his Partnership decision; or

• a representation by the Xionps Limited that the information in the materials is complete, accurate, clear, fair and not misleading (as the Xionps Limited does not make any representation with respect to the contents of the materials),

And the XIBO member/Investor should seek his own independent advice as to the suitability of any Partnership Product, Transaction or Product as he considers appropriate. The use of or reliance on any such information is at the XIBO member/Investor’s own risk. The Xionps Limited is not responsible or liable for the accuracy and completeness of any such information, the performance of any Partnership Product, or the outcome of any Transaction.

• The XIBO member/Investor  agrees and acknowledges that:
  • the XIBO member/Investor  shall be solely responsible for making his own independent Partnership decisions;

• all decisions on whether to enter into, invest in, hold or dispose of any Partnership Product, and whether to enter into any Transaction or to accept a Product, are the XIBO member/Investor ’s; and

• the XIBO member/Investor  does not rely on the Xionps Limited, any of its Affiliates, Agents or nominees or any of their directors, officers or employees, or on any research, information, representation, advice, recommendation, view, opinion or other statement (in each case whether written or oral) produced or provided by any of the abovementioned persons in making any Partnership decision. The XIBO member/Investor  has made and will make his own independent assessment of the Partnership Products, Transactions and Products in terms of value, merit, suitability, effects or otherwise.

• Without prejudice to any provision of this Clause 6:
  • the Xionps Limited is not obliged to give Partnership advice or make recommendations and, notwithstanding that the Xionps Limited may do so on request by the XIBO member/Investor  or otherwise, such Partnership advice or recommendations are given or made diligently and with reasonable care based on analyses and available alternatives the Xionps Limited should reasonably know to exist (and the XIBO member/Investor  acknowledges and agrees that it is so given or made) without any responsibility on the part of the Xionps Limited; and
  • the XIBO member/Investor acknowledges and agrees that the XIBO member/Investor is aware that the Xionps Limited does not hold out any of its agents, directors, officers or employees as having any authority to advise the XIBO member/Investor and the Xionps Limited does not purport to advise the XIBO member/Investor on the terms of, or any other matters connected with any Partnership Product, Transaction or Product.

• None of the Partnership Terms, provision of Partnership Products or Transaction or, to the extent applicable, any Partnership advice provided by the Xionps Limited to the XIBO member/Investor, shall give rise to any fiduciary or other equitable duties on the part of the Xionps Limited.

COMPLIANCE WITH LAWS

1. The Xionps Limited and its Affiliates may take any action in accordance with or in order to comply with any Applicable Laws (including the laws, regulations, notices and directions of public and regulatory authorities which relate to the prevention of money laundering, terrorist financing and the provision of financial and other Products to any persons or entities) as it deems appropriate.

• The XIBO member/Investor undertakes to comply with Applicable Laws at all times. The Xionps Limited has no obligation to monitor or ensure the XIBO member/Investor’s compliance with Applicable Laws including any restrictions in relation to Partnerships, the authority and capacity of the XIBO member/Investor to open, maintain or operate the PBS Account, to enter into any Transaction, to accept the provision of Partnership Products or to give Instructions or otherwise to act in connection with any Transaction or Product.

PAYMENTS

1. All payments by the Xionps Limited to the XIBO member/Investor under any Transaction or Partnership Product shall be made to the PBS Account or any one of the XIBO member/Investor’s PBS Accounts with the Xionps Limited or by such other means, in each case, as the Xionps Limited shall determine in its discretion.
2. All payments by the XIBO member/Investor  to the Xionps Limited under any Transaction or for Partnership Product shall be made either by:
   1. deductions from the PBS Account or any one of the XIBO member/Investor ’s PBS Accounts with the Xionps Limited as determined by the Xionps Limited in its sole and absolute discretion; or
   1. payments to an PBS Account designated by the Xionps Limited,

Or by such other means as may be notified to the XIBO member/Investor from time to time. All such payments shall be made in full in immediately available and freely transferrable funds without set-off or counterclaim or any restriction or condition, free and clear of and without withholding or deduction of any taxes, charges or fees of any nature now or hereafter imposed or howsoever arising. If the XIBO member/Investor  is or becomes required by Applicable Laws to make any such withholding or deduction from any payment, then the XIBO member/Investor  shall pay to the Xionps Limited, in addition to the payment to which the Xionps Limited is otherwise entitled under any Transaction or for Partnership Products, such additional amount as is necessary to ensure that the net amount actually received by the Xionps Limited will equal the full amount the Xionps Limited would have received had no such deduction or withholding been required.

• The XIBO member/Investor shall be responsible for all risks and expenses in connection with any payment under any Transaction. Any expenses in connection with the making of payments under any Transaction will be paid by the XIBO member/Investor.
• If, on any date, amounts are due and payable by each of the Xionps Limited and the XIBO member/Investor to the other in the same currency in respect of any one or more Transaction and/or Product, such amounts shall be automatically satisfied and discharged and only the net amount owing on that day shall be paid by the party owing the larger amount to the other party.
• The Xionps Limited may charge interest in respect of any sums due to the Xionps Limited and unpaid at such rates as the Xionps Limited may determine until all such sums are fully paid, as well before as after judgment.

• In the event of any limitation on the use of funds or any unavailability or non-payment of funds due to exchange restrictions, inconvertibility, governmental restriction or any other cause beyond the control of the Xionps Limited, the Xionps Limited may:

• discharge its obligations by paying the XIBO member/Investor  or to the XIBO member/Investor ’s order such funds at any time (whether before, on or after maturity), in any currency and in such manner as

the Xionps Limited may determine in its discretion. For the purpose of this Clause 6.1, the funds shall be calculated at such exchange rate as the Xionps Limited may determine in its discretion; or

• with notice to the XIBO member/Investor , take action to appoint a successor in another jurisdiction, transfer the XIBO member/Investor ’s assets to another jurisdiction, change the Governing Law(s) of this agreement, terminate the provision of Partnership Products and/or Transactions at the XIBO member/Investor ’s cost or take any other action that the Xionps Limited considers expedient.

FEES AND EXPENSES

1. The Xionps Limited will charge fees and commissions for provision of Partnership Products and execution of Transactions as notified to the XIBO member/Investor and which may be varied from time to time. The Xionps Limited will charge interest at the rate or rates prescribed by the Xionps Limited from time to time, and may at any time debit the PBS Account the XIBO member/Investor has with the Xionps Limited with any such fees, commissions or interest, as well as any taxes as may be required to be debited by Applicable Laws or as the XIBO member/Investor may instruct. The Xionps Limited may vary any fees, commissions and, where applicable, interest rates payable in the same way it may vary any provision of the Partnership Terms.
2. The XIBO member/Investor  shall on demand indemnify the Xionps Limited against, and the Xionps Limited may at any time debit the PBS Account with, all costs and expenses incurred in connection with the provision of Partnership Products or any Transaction effected (including costs and expenses incurred in unwinding any Transaction in accordance with an Instruction or this Partnership  Terms), and expenses incurred in the enforcement of the Xionps Limited’s rights or the recovery of any amount due to the Xionps Limited.
3. The XIBO member/Investor  acknowledges and agrees that a XIBO member/Investor  of the Xionps Limited may receive remuneration, fees, benefit in-kind, soft commissions, trailer commissions, and other selling or placing commission (howsoever designated) (“Benefits”) from any person arising out of or in connection with any Transaction or any provision of Partnership Products to the XIBO member/Investor  (including representatives of any Xionps Limited of Securities or any other person whatsoever in respect of which it provides information to the XIBO member/Investor ), and such XIBO member/Investor  of the Xionps Limited is entitled to retain such Benefits for itself and shall have no obligation to PBS Account to the XIBO member/Investor  for all or any part of such Benefits. A XIBO member/Investor of the Xionps Limited may also share charges and commission with its Affiliates or third parties in respect of the Transactions or Products.                                                                                                                                

APPOINTMENT OF AGENTS

1. The Xionps Limited does not employ or utilize agents and delegate to any such agent the performance of any of the Xionps Limited’s duties and exercise of any of the Xionps Limited’s rights under the Partnership Terms.
2. The Xionps Limited will not otherwise be liable for any act or default of claimed agent (including its insolvency), non- delivery, loss or destruction of any PBS package or an item in transit or in the possession of others, or any Loss incurred by the XIBO member/Investor in connection therewith.

CONFLICTS OF INTEREST

1. The XIBO member/Investor acknowledges that the Xionps Limited and/or any Affiliate may from time to time have an interest, relationship or arrangement that could be material and/or could give rise to a conflict of interest in relation to the XIBO member/Investor, in which case the Xionps Limited will ensure that the XIBO member/Investor is treated fairly.

• Where permitted by Applicable Laws, the XIBO member/Investor  agrees and acknowledges that:
  • the Xionps Limited, its officers, employees and representatives shall be permitted to act in any capacity for any other persons and trade for their respective own PBS PBS Account(s) provided that any such trading is done in accordance with the policies laid down from time to time by the Xionps Limited;

• the Xionps Limited may, at its discretion and without prior disclosure to the XIBO member/Investor , make payments out of the fees, commissions and/or spreads which the XIBO member/Investor  pays to the Xionps Limited to any other XIBO member/Investor s of the Xionps Limited and their respective officers, employees and representatives, including those who may be primarily responsible for effecting the Transactions, providing the Products or advising the XIBO member/Investor ; and

• the Xionps Limited may in its discretion determine the priority of execution of the XIBO member/Investor ’s Orders.

• The Xionps Limited shall not be under any obligation to disclose to the XIBO member/Investor  any fact or thing which may come to the notice of the Xionps Limited in the course of providing Products to others in any other capacity or in any manner whatsoever.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

1. The XIBO member/Investor represents and warrants to the Xionps Limited as follows (which representations and warranties shall be deemed repeated on each date the XIBO member/Investor enters into a Transaction or accepts the provision of Partnership Product or otherwise provides an Instruction of any kind to the Xionps Limited and on a continuous basis for so long as the XIBO member/Investor has any outstanding Product or Transaction.):
   1. the XIBO member/Investor  has full capacity, authority and legal right to obtain Partnership Products from the Xionps Limited, to enter into and engage in the Transactions and has taken or obtained all necessary action and consents to authorize the XIBO member/Investor ’s entry into and performance of the XIBO member/Investor ’s obligations in respect thereof in accordance with all Applicable Laws;
   1. no litigation, arbitration or administrative proceeding is currently taking place or pending or threatened against the XIBO member/Investor  or the XIBO member/Investor ’s business or assets;
   1. the Partnership Terms and any application form for Partnership Products and other documents and forms constitute legal, valid and binding obligations of the XIBO member/Investor  enforceable against the XIBO member/Investor  in accordance with their respective terms;
   1. the utilization of the Partnership Products by the XIBO member/Investor , the entering into of the Transactions by the XIBO member/Investor , the Instructions given to the Xionps Limited and the performance by the XIBO member/Investor  of the XIBO member/Investor ’s obligations will not contravene any Applicable Laws applicable to the XIBO member/Investor ;
   1. the XIBO member/Investor  has the capacity to evaluate each Transaction (including decisions regarding the appropriateness or suitability of each Transaction) and has made and will make its own decision to enter into each Transaction based upon its own judgment and upon advice from such professional advisers as the XIBO member/Investor  deems necessary to consult;
   1. the XIBO member/Investor  is not relying on any advice (whether written or oral) of the Xionps Limited regarding any Transaction or Partnership Product, and the Xionps Limited is not acting as fiduciary or advisor to the XIBO member/Investor ;
   1. all information supplied by the XIBO member/Investor  to the Xionps Limited in connection with Partnership Products and the Transactions is true, complete and accurate in all respects;
   1. any monies held in each PBS Account or used in connection with any Transaction or Partnership Product are not in any way derived from money laundering or criminal activities;
   1. the XIBO member/Investor  will at all times maintain complete and exclusive control of the PBS Account, and will exclusively give Instructions (where applicable, through the Authorized Person(s)) on the acceptance and utilization of Partnership Products or the entry into of Transactions and, unless otherwise expressly agreed with the Xionps Limited, the XIBO member/Investor  (where applicable, through its Authorized Person(s)) is the only person that is ultimately responsible for originating an Instruction in relation to any Transaction and stands to gain the commercial or economic benefit of any Transaction and/or bear its commercial or economic risk;

1. the XIBO member/Investor acknowledges that Applicable Laws of certain jurisdictions impose restrictions on individual XIBO member/Investor s who are either nationals of or are domiciled in certain countries, and/or prohibit the source of funds for Partnership in a foreign currency or transaction in which the underlying is foreign currency or certain types of securities of certain countries. The XIBO member/Investor also acknowledges that the selling restrictions mentioned above may also apply to foreign currency and transactions entered into by the XIBO member/Investor’s nominee or corporations that are controlled by the XIBO member/Investor. The XIBO member/Investor  hereby expressly represents and warrants to the Xionps Limited that the XIBO member/Investor  shall be responsible for ensuring that each Partnership in foreign currency and Transaction is in compliance with the applicable requirements in respect of the XIBO member/Investor ’s domicile/nationality and the source of funds; and
   1. no deduction or withholding (whether on PBS Account of taxes or otherwise) will be required to be made under any Applicable Laws applicable to the XIBO member/Investor  from any payment or delivery to be made by the XIBO member/Investor  under any Partnership Product.
   1. The XIBO member/Investor  agrees and undertakes with the Xionps Limited as follows:
      1. to furnish such financial information to the Xionps Limited promptly as it may request from time to time;
      1. to immediately inform the Xionps Limited of any changes to the representations and warranties provided by the XIBO member/Investor  or in the event that such representations or warranties are no longer accurate or correct;
      1. on request by the Xionps Limited, to do or procure the doing of all such acts and things and execute or procure the execution of all such instruments and documents as the Xionps Limited may in its discretion consider necessary or desirable for giving full effect to the Partnership Terms or Instructions or Transactions or for securing to the Xionps Limited the full benefits of all rights, powers and remedies conferred upon the Xionps Limited thereunder;
      1. to assume responsibility for any disclosure of any holdings or other interest in any securities required under any Applicable Laws;
      1. where the XIBO member/Investor  is a company or a corporation, to provide a written mandate and a certified copy of a board resolution to the Xionps Limited in such form satisfactory to the Xionps Limited; and
      1. The XIBO member/Investor agrees and undertakes to notify the Xionps Limited in the event of any material change to the information provided by the XIBO member/Investor in, or pursuant to, the Partnership Terms. Any change to the information provided by the XIBO member/Investor shall only take effect upon receipt of such notification by the Xionps Limited.
   1. The XIBO member/Investor  acknowledges and understands that if the Xionps Limited knows or suspects that any Transaction may be used to process the proceeds of crime or to support terrorism , the Xionps Limited is obliged to comply with all applicable rules under the Prevention of Money Laundering Act 2004 and other Applicable Laws and report the fact and nature of their knowledge or suspicion to the relevant compliance unit of the Xionps Limited, Reserve Xionps Limited and/or to any other regulatory body or authority as required under the Money Laundering (Prohibition) Act, 2011 and other Applicable Laws.

1. The XIBO member/Investor  will at all times maintain sufficient balance in the PBS Account to cover the amount payable towards the Transactions, charges, fees, taxes as applicable, failing which the Xionps Limited is authorized at its sole discretion to reject the instruction. In the event that the Xionps Limited executes any such Instruction for which the XIBO member/Investor has not maintained sufficient funds, the XIBO member/Investor will pay the deficiency for the amount, fees, charges and taxes, at the earliest, together with interest calculated at a rate to be determined by the Xionps Limited, from time to time, in respect of such unauthorized overdrafts.

DISCLOSURE OF XIBO MEMBER/INVESTOR  INFORMATION

1. Unless otherwise stated, the XIBO member/Investor must supply information relating to the XIBO member/Investor (including personal data), the PBS Account, the Transactions and Partnership Products (collectively, the “XIBO member/Investor Information”) as requested by the Xionps Limited. If the XIBO member/Investor does not supply the XIBO member/Investor Information, it may not be possible for the Xionps Limited to provide Partnership Products or enter into any Transaction.
2. The XIBO member/Investor  agrees and consents to the Xionps Limited, its officers and agents disclosing XIBO member/Investor  Information, including but not limited to details of the XIBO member/Investor s facilities, any PBS package taken, transactions undertaken and balances and positions with the Xionps Limited, to:
   1. The head office of the Xionps Limited and any other XIBO member/Investor  of Xionps Limited in any jurisdiction (the ‘permitted parties’);
   1. Professional advisers, Product providers or independent contractors to, or agents of, the permitted parties, such as debt collection agencies, data processing firms and correspondents who are under a duty of confidentiality to the permitted parties;
   1. Any actual or potential participant or sub-participant in relation to any of the Xionps Limited rights and/or obligations under any agreement with the Xionps Limited, or its assignee, novatee or transferee (or any officer, employee, agent or adviser of any of them);
   1. Any credit information company, business alliance partner, rating agency, insurer or insurance broker of direct or indirect provider of credit protection to any permitted party;
   1. Any court or tribunal or authority (Including an authority investigating an offence) with jurisdiction over the permitted parties;
   1. Anyone the Xionps Limited consider necessary in order to provide the XIBO member/Investor with Partnership Products.
3. The XIBO member/Investor consents to and authorizes the use by the Xionps Limited of any XIBO member/Investor Information for the purposes of the sending of commercial messages to the XIBO member/Investor in relation to Partnership Products or Partnership Products that may be of interest to the XIBO member/Investor. The provisions of this Clause shall constitute the XIBO member/Investor’s request and consent for the purpose of the provisions of any spam control laws. If the XIBO member/Investor does not wish to receive such messages or would like to revoke this consent, the XIBO member/Investor shall notify the Xionps Limited accordingly.
4. This Clause shall survive the termination of the Partnership Terms.

SUSPENSION

1. The Xionps Limited may, at its discretion, at any time without prior notice to the XIBO member/Investor and for any reason whatsoever, suspend operation of Partnership Product without liability.
2. The Xionps Limited shall not be liable or responsible for any Losses suffered or incurred by the XIBO member/Investor  arising from any delay, failure or inability of the Xionps Limited or any Agent to discharge any of its obligations in connection with the Partnership Product or Transaction as a result of any reasons or causes beyond the Xionps Limited’s or the Agent’s control (including any breakdown of and/or failure of transmission of telecommunications or computer facilities, exchange closure, industrial action, acts and regulations of any public, regulatory or governmental authorities or clearing houses or settlement systems or failure by any third party for any reason to perform its obligations, in the relevant market). In such circumstances, the Xionps Limited may extend the time for performance by the Xionps Limited by a period equal to that during which performance is so prevented or hindered.
3. Each of the Xionps Limited and the XIBO member/Investor will take reasonable steps which in its sole opinion is available to mitigate any adverse effects on the other party of the circumstances listed in Clause 1 or Clause 2 above.

LIABILITY AND INDEMNITY

1. Any action which the Xionps Limited may take or omit to take in connection with the provision of Partnership Products, any Instructions or Transactions shall be solely for the PBS Account of the XIBO member/Investor and at the XIBO member/Investor’s risk. None of the Xionps Limited, its Affiliates, Agents and any director, officer, employee or agent of any of the foregoing (each, an “Indemnified Person”) shall be liable for any Losses or for the acts of any Agent appointed by the Xionps Limited in good faith, or any other persons through whom Instructions are effected, save where the same arises directly from the Xionps Limited’s gross negligence, wilful misconduct or fraud. Indemnified Persons shall be entitled to every exemption from liability; every defense and every indemnity to which the Xionps Limited is entitled save in the event of the Xionps Limited’s gross negligence, wilful misconduct or fraud. Notwithstanding any provision of this Agreement, the Xionps Limited shall not at any time be liable for any indirect, special or consequential Losses, loss of profits, goodwill or reputation whether or not they were foreseeable or likely to occur and even if the XIBO member/Investor  may have advised the Xionps Limited of the possibility of such Losses.

• The XIBO member/Investor  further agrees to fully indemnify and keep indemnified each Indemnified Person against any and all Losses which any Indemnified Person may suffer or incur as a result of (directly or indirectly) or in connection with:

• any breach by the XIBO member/Investor  of any provision of the Partnership Terms (including without limitation any representation or warranty under this Agreement);
  • any breach by the XIBO member/Investor  of its obligations in connection with any Transaction or Partnership Product;
  • any failure by the XIBO member/Investor  to comply with any Applicable Laws in respect of any Transaction or Partnership Product.
• Without limiting the generality of Clause 2 above:
  • Notwithstanding any other provision of the Partnership Terms, the Xionps Limited shall have no responsibility in respect of the performance or outcome of any Partnership Product, Transaction or Partnership Product. The XIBO member/Investor  acknowledges that past performance of any Partnership or class of Partnerships is no indicator of future performance;

• the Xionps Limited shall not be responsible for, nor have any liability for Losses attributable to, incorrect or incomplete information in any prospectus or other offering, transactional or marketing materials prepared or issued by third parties other than the Xionps Limited or derived from such third party materials; and

• the XIBO member/Investor  agrees to indemnify each Indemnified Person against any Losses arising from or as a result of acting on any Instruction or other communication received by the Xionps Limited by any means which the Xionps Limited reasonably believes to have been given by the XIBO member/Investor  or on the XIBO member/Investor ’s behalf, and the XIBO member/Investor  agrees to be bound by and ratify any Transaction entered into, Product provided or action taken by the Xionps Limited as the result of such Instruction or communication.

THE XIBO MEMBER/INVESTOR ’S RESPONSIBILITY

1. The XIBO member/Investor  shall at all times exercise due care to prevent payment or other orders or instruments, Instructions, electronic aids, passwords, tests, codes or digital signatures from coming into the possession of unauthorized persons and to prevent alteration in a manner which may facilitate fraud or forgery. The XIBO member/Investor shall notify the Xionps Limited immediately on discovering that any such items have been stolen, lost, misappropriated or mislaid, but such notification shall not relieve the XIBO member/Investor from the liability to assume and bear the consequences of the same. It is the XIBO member/Investor’s duty to ensure Instructions are clear, correct and intelligible and that they have been received and/or read, as applicable, by the Xionps Limited’s officer designated to execute Transactions or provide Partnership Product.
2. The XIBO member/Investor  undertakes to consult with the XIBO member/Investor ’s own independent legal, regulatory, tax, financial, PBS Accounting and other advisors to the extent the XIBO member/Investor  deems necessary in respect of any Transaction or Partnership Product (or any Transaction that the XIBO member/Investor  proposes to enter into with or through the Xionps Limited).
3. The XIBO member/Investor shall be responsible for all taxes, duties and charges (including but not limited to tax reporting and withholding obligations) of any kind arising pursuant to the Transactions conducted with or through the Xionps Limited. For the avoidance of doubt, in no event shall the Xionps Limited or any of its Affiliates and Agents or any director, officer, employee or agent of any of the foregoing be liable for any adverse tax implications in respect of any Transaction.

RISK DISCLOSURE

The XIBO member/Investor accepts all risks arising from its entry into of any Transactions and the acceptance of any Partnership Products. The XIBO member/Investor’s attention is drawn to and the XIBO member/Investor acknowledges that the XIBO member/Investor has read and fully understood the Risk Disclosure Statement and all documents referred to therein. By accepting any Partnership Products and/or entering into any Transactions, the XIBO member/Investor acknowledges that the XIBO member/Investor has made his/her own assessment and has relied on his/her own judgment.

AMENDMENT

The Xionps Limited may vary or amend the Partnership Terms at any time at the Xionps Limited’s discretion by notifying the XIBO member/Investor  of such variations or amendments at the address provided by the XIBO member/Investor  to the Xionps Limited or by such other means as the Xionps Limited may deem fit. Any such variation or amendment shall take effect from such date as the Xionps Limited shall stipulate or, in the absence of express stipulation, upon notice being given to the XIBO member/Investor, without the need for any further consent or agreement by the XIBO member/Investor and shall be binding on the XIBO member/Investor even if the XIBO member/Investor has not received the notification from the Xionps Limited.

NOTICES AND COMMUNICATIONS

1. Without prejudice to any other effective mode of dispatch, any report, statement, written confirmation, notice, demand or any other communication from the Xionps Limited to the XIBO member/Investor  shall be deemed to have been sufficiently dispatched, given or made if:

1. left by personal delivery addressed to the XIBO member/Investor , at the address last known to the

Xionps Limited at the time of delivery;

1. by prepaid post similarly addressed, five days after posting;
   1. communicated or transmitted to the XIBO member/Investor  by telephone, telex, cable, telegraph or facsimile transmission at the respective numbers last known to the Xionps Limited, at the time of communication/transmission; and
   1. Communicated by e-mail, on the date and time of transmission by the e-mail server operated by the Xionps Limited and/or its Product provider, notwithstanding any non-delivery or “returned mail” reply message or any error message indicating that the e-mail was not successfully sent to the XIBO member/Investor’s mailbox. The XIBO member/Investor will bear the risk of any non- delivery of e-mails from the Xionps Limited.

• Any communication from the XIBO member/Investor to the Xionps Limited shall only be effective upon actual receipt thereof by the Xionps Limited.
• All notices and other communication sent by the Xionps Limited to the XIBO member/Investor or vice versa are to be sent at the XIBO member/Investor’s risk, and the Xionps Limited does not assume any responsibility for any inaccuracy, interruption, error or delay or total failure in transmission or delivery by any form of communication or other cause beyond the control or anticipation of the Xionps Limited. The Xionps Limited shall not be obliged to preserve any documents which may be returned undelivered.

MISCELLANEOUS

Destruction of documents: The Xionps Limited may in its discretion destroy any cheques or other records and documents relating to Partnership Product or Transaction after the same have been processed by microfilm or any other form of electronic media. Production of the microfilm or other form of electronic media shall be binding on and shall be conclusive evidence against the XIBO member/Investor. The Xionps Limited may destroy any records after the retention period required by law.

Monitoring of correspondence: The XIBO member/Investor  agrees that all telephone conversations and electronic message correspondence (including electronic message correspondence delivered by e-mail and instant messaging Products) between the Xionps Limited or an Affiliate and the XIBO member/Investor  may be recorded and may, to the fullest extent permitted by Applicable Laws, be used as conclusive evidence of the content of the calls or electronic messages and will be admissible in evidence in any proceedings. The XIBO member/Investor waives any right to challenge or dispute the admissibility, reliability, accuracy or the authenticity of the contents of such records.

Severability: If any provision of the Partnership Terms is or becomes illegal, invalid or unenforceable in any respect, the legality, validity or enforceability of the remaining provisions shall not be affected or impaired.

Time of the essence: The XIBO member/Investor agrees that time shall be of the essence in respect of the XIBO member/Investor’s responsibilities and liabilities in all matters arising under the Partnership Terms.

No waiver of rights: No indulgence or forbearance granted by the Xionps Limited, no failure to exercise and no delay in exercising on the part of the Xionps Limited of any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

Remedies cumulative: Any rights and remedies of the Xionps Limited under the Partnership Terms are cumulative and are not exclusive of any rights or remedies provided by law.

Successors: The XIBO member/Investor’s rights and obligations under the Partnership Terms shall be binding on the XIBO member/Investor’s heirs and successors.

Signing Authority: The XIBO member/Investor hereby authorizes the Xionps Limited to sign on behalf of the XIBO member/Investor and in the name of the XIBO member/Investor any agreement or other document to enable or better enable the Xionps Limited to carry out the Instructions, to enter into Transactions and/or to provide Partnership Products.

Xionps Limited’s intellectual property: The XIBO member/Investor will not use the “Xionps Limited” name, logo or trademark or any other intellectual property belonging to the Xionps Limited for marketing or publicity purposes without the prior written consent of the Xionps Limited.

Conclusive evidence: For all purposes, including without limitation, any legal proceedings against the XIBO member/Investor, a certificate by any of the Xionps Limited’s officers as to any amount due from the XIBO member/Investor to the Xionps Limited or as to any other determination, notification or opinion or the like of the Xionps Limited shall, in the absence of manifest error, be binding and conclusive evidence.

Governing law and jurisdiction: The Partnership Terms and all relations between the parties shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Any legal action or proceedings in connection with the Partnership Terms, or any dispute thereunder, may be brought in the courts of the Federal Republic of Nigeria and the XIBO member/Investor irrevocably submits to the jurisdiction of Nigerian courts. The Xionps Limited reserves the right to institute proceedings in the XIBO member/Investor’s domicile or in any other appropriate jurisdiction.

Definitions & Interpretation

1. In the Partnership Terms, unless specified otherwise or unless the context otherwise requires:

1. “PBS Account” means the Xionps Limited PBS Account maintained by the XIBO member/Investor with the Xionps Limited and mentioned on the Partnership Products enrolment form. The Partnership Products and the Transactions are linked to the PBS Account and all debits and credits pursuant to the Transactions will be reflected in the PBS Account.

• “Affiliates” means any subsidiary, related corporation, parent company, office, representative office, associated company of the Xionps Limited, and includes their respective successors and assigns.

• “Agents” means any agent, broker, dealer, counterparty, advisor, Xionps Limited, attorney, custodian, sub-custodian, depository, manager, Product provider or nominee selected or used by the Xionps Limited in connection with any PBS Account, Partnership Product or Transaction or otherwise in connection with the Partnership Terms.

• “Applicable Law” means to the extent applicable, all laws, rules, regulations, notices, circulars, codes and guidelines of any regulatory, supervisory, governmental, quasi-governmental, legislative or other authority or body or exchange or clearing house, in each case as supplemented and amended from time to time.

• “Authorized Persons” means each person authorized (whether solely or jointly) to, on the XIBO member/Investor’s behalf, give Instructions to the Xionps Limited.

• “Business Days” means a day (other than a Saturday or Sunday or public holiday) on which the Xionps Limited is open for business and, in the context of Instructions, Transactions and Partnership Products, a day when Xionps Limited and relevant financial markets and institutions are open for business in the jurisdiction concerned.

• “XIBO member/Investor ” means the holder(s) of the PBS Account as identified with Xionps Independent Business Owners (XIBO) documentation completed or provided when such PBS Account is opened, including its/their successors and assigns and who have enrolled to obtain Partnership Products from the Xionps Limited by filling up the Partnership Products enrolment form.

• “Partnership Products/Products” mean any Products offered, granted or made available by the Xionps Limited to the XIBO member/Investor from time to time pursuant to Clause on ‘provision and availability of Products’ under Part One of the Partnership Terms.

• “Instructions” means any instruction or request given or purportedly given by the XIBO member/Investor  or, where applicable, authorized Persons to the Xionps Limited pursuant to the

Partnership Terms by such means as the Xionps Limited may allow as detailed in Clause

1.2 And Clause 1.3 under the heading ‘instructions and transactions’ of Part One of the Partnership Terms.

1. “Loss” or “Losses” mean any losses, damages, costs (including legal costs on a full indemnity basis), fines, expenses, fees, charges, actions, suits, proceedings, claims, claims for an PBS Account or equitable compensation or equitable lien, any other demands or remedy whatsoever, or any diminution in the value of or loss or damage to any property or PBS package or any lost opportunity whereby the value of the same could have been increased or otherwise.

1. “Risk Disclosure Statement” means the risk disclosure statement set out in Part Two of the Partnership Terms and includes all annexures and supplements thereto

from time to time and all the disclosures or descriptions of risks contained in documents which are specific to any Partnership product, Transaction or Partnership Product as provided by the Xionps Limited to the XIBO member/Investor  from time to time.

1. “Securities” means equities, bonds, debentures, debenture stocks, certificates of deposit, treasury bills, bills of exchange, units in mutual funds or any other kind of collective Partnership schemes, warrants, options, all derivatives (other than Structured Partnerships) over the same, securitized structured products such as notes, warrants or certificates, annuities, debt certificates which may be drawn by lot for redemption, mortgage bonds and any other interests, rights or property, whether in the form of an instrument or otherwise, commonly known as securities in the jurisdiction in which they are created or issued.

1. “Xionps Limited” means any one or more of Standard Chartered Xionps Limited, its subsidiaries, associated companies and affiliates (including, without limitation, the Xionps Limited and its Affiliates).

1. “Transaction” means any transaction effected by the Xionps Limited for or on behalf of the XIBO member/Investor pursuant to or in connection with Partnership Products or any PBS Account.

• In the Partnership Terms, unless specified otherwise or unless the context requires otherwise:
• a reference to any statute, statutory provision or regulation shall be construed as a reference to the same as it may be amended, modified, replaced or re-enacted from time to time;
• headings and titles are for convenience only and do not affect its interpretation;
• the singular includes the plural and vice versa;
• words denoting any gender shall include the other genders;
• “assets” means property or assets of any nature and includes all or part of any present and future business, undertaking, real property, personal property, uncalled capital, revenues and any rights of every description (whether actual or contingent, present or future) to receive, or require delivery of, any of the foregoing;
• any reference to the Xionps Limited’s “discretion” shall be construed to refer to the Xionps Limited’s “sole and absolute discretion”; any determination to be made by the Xionps Limited or any exercise by the Xionps Limited of any rights or entitlement may be made at the Xionps Limited’s sole and absolute discretion and, in every case, shall be conclusive and binding on the XIBO member/Investor ; and the word “includes” or “including” as used in the Partnership Terms shall be construed to mean “includes without limitation” or, as the case may be, “including without limitation”; and

• “person”, “he” or “him” includes any individual, company, corporation, firm, partnership, joint venture, association, organization, trust, state or agency of a state (in each case, whether or not having separate legal personality

PART TWO

RISK DISCLOSURES

Part A: Risk related to Transactions & Partnership Products

1.    General

1. This Risk Disclosure Statement does not explain all the risks and other significant aspects of entering into a Transaction or accepting the provision of Partnership Product. Such risks can be substantial. The XIBO member/Investor should consult its advisors on the nature of the Transaction or Partnership Product. In addition, the XIBO member/Investor  should carefully consider the risks specific to the Transaction or Partnership Product and whether the particular Transaction or Partnership Product is appropriate and suitable for the XIBO member/Investor  in the light of the XIBO member/Investor s’ experience, objectives and personal and financial circumstances.
   1. In particular, each XIBO member/Investor  should:
   1. have sufficient knowledge and experience to make a meaningful evaluation of a Transaction or Partnership Product, including the merits and risks of such Transaction or Partnership Product;
   1. have access to, and knowledge of, appropriate analytical tools to evaluate a Transaction or Partnership Product and the impact the Transaction or Partnership Product will have on the XIBO member/Investor s overall Partnership portfolio;
   1. have sufficient financial resources and liquidity to bear all relevant risks;
   1. understand thoroughly the terms and conditions of the Transaction or Partnership Product; and
   1. Be able to evaluate (either alone or with the help of an independent financial adviser) possible scenarios for economic, interest rate and other factors that may affect the Transaction or Partnership Product and the XIBO member/Investor s ability to bear the applicable risks.

By entering into a Transaction or agreeing to the provision of Partnership Product, the XIBO member/Investor acknowledges that he makes his own assessment and relies on his own judgment in relation to any and all Partnership or trading or other decisions in respect of such Transaction or Partnership Product and accepts any and all risks associated therewith and any Losses suffered as a result. The Xionps Limited is not responsible for any Losses whatsoever or howsoever arising from the Transaction or Partnership Product. In addition, the XIBO member/Investor  confirms that he has read and fully understood this Risk Disclosure Statement and all offering documents, term sheets, and documentation pertaining to the Transaction or Partnership Product, and that he fully understands the nature and terms and conditions of the Transaction or Partnership Product.

2.    Risk of Securities trading

The prices of Securities fluctuate, sometimes dramatically. The price of a PBS package may move up or down, and may become valueless. It is as likely that losses will be incurred rather than profit made as a result of buying and selling Securities. In addition, any representation of past performance is not necessarily a guide to future performance.

3.    Liquidity risks

At certain times, or under certain market conditions, the XIBO member/Investor may find it difficult or impossible to liquidate a position, to assess the value or to determine a fair price. This is particularly so for unlisted Securities where there is no formal market for such Securities and are often thinly traded. In addition, there can be no certainty that market traders will be prepared to deal in Securities, in particular in relation to unlisted Securities, and proper information for determining their current value may not be available. Whilst generally it may be easier to liquidate a position or to assess the value or determine a fair price for listed Securities, there is no assurance that there will be a liquid market for such Securities or that the value or fair price can be obtained.                                                                                                                                                                                                                                                            

4.    Trading of listed Securities outside the home jurisdiction

Trading of listed Securities in jurisdictions other than the jurisdiction from where the Partnership Products are provided may expose the XIBO member/Investor to additional risks. Such markets may be subject to regulation which may offer different or diminished investor protection. Before the XIBO member/Investor trades in such markets, the XIBO member/Investor should enquire about the relevant rules as the XIBO member/Investor’s local regulatory authority may not be able to enforce such rules. The XIBO member/Investor should ask the Xionps Limited for details on, and understand the redresses available in his local jurisdiction as well as the relevant overseas jurisdictions.

5.    Currency risk

Our engagement thus with PBS and all XIBO member/Investor involves currency to hedge an original Partnership in another currency, and all Transaction entered into by the XIBO member/Investor with PBS references two different currencies, fluctuations of the currencies against each other or against the other underlying elements of the Transaction may affect the XIBO member/Investor’s net profit on the Transaction or increase the XIBO member/Investor’s loss. In addition, where the XIBO member/Investor’s home currency differs from the currency in which payments pursuant to the Transaction are made, foreign currency fluctuations may affect the XIBO member/Investor s who intend to convert profits or losses pursuant to the Transaction to their home currency. Foreign exchange rates may fluctuate significantly and suddenly and are determined by (among other things) the supply and demand for currencies in the international foreign exchange markets, inflation rates in the countries concerned, interest rate differences between the respective countries, currency convertibility and measures (e.g. exchange controls) taken by government and monetary authorities.

6.    Insolvency

In the event of the insolvency of the Xionps Limited of a PBS package or the counterparty to a Transaction, the XIBO member/Investor may experience delay in liquidating his Partnership and may suffer losses, including a decline in the value of his Partnership (which may be zero). Further, the insolvency of the Xionps Limited of a PBS package or the counterparty to a Transaction may lead to positions being liquidated or closed out without the XIBO member/Investor’s consent. The XIBO member/Investor  could lose his entire Partnership, any payment to be made or Securities to be delivered to the XIBO member/Investor , and any assets lodged by the XIBO member/Investor  as collateral. In the event of the insolvency of the Xionps Limited of a PBS package or the counterparty to a Transaction, the XIBO member/Investor’s claims for recovery will generally be subordinated to the claims of the preferred or secured creditors of the Xionps Limited or counterparty.

7.    No Partnership advice or recommendations

The Xionps Limited is not obliged to, and does not, give Partnership advice or make recommendations. Whilst it may provide recommendations on request by the XIBO member/Investor , such Partnership advice or recommendations are given or made (and the XIBO member/Investor  acknowledges and agrees that it is so given or made) without any responsibility on the part of the Xionps Limited unless otherwise agreed in writing by the Xionps Limited and on the basis that the XIBO member/Investor  will nevertheless make his own assessment and rely on his own judgment in respect of all Transactions executed or Partnership Products rendered under the Partnership Terms.

8.    Emerging markets

Transactions related to emerging countries (e.g. Securities or underlying reference assets or reference entities of structured Partnerships which are listed in or linked to emerging countries), including those located in Asia, Latin America and Eastern Europe, and may carry high Partnership risks. Such risks include political risks (including confiscation of assets, restriction of the XIBO member/Investor’s rights of disposal, or declines in the value of assets as a result of state intervention or the introduction of state monitoring and control mechanisms), risks of economic instability, greater prevalence of illegitimate market practices (e.g. insider trading) and laws and regulations which afford inadequate protection and safeguards to investors.

9.    Risks associated with unsecured e-mail communication

The XIBO member/Investor acknowledges that e-mail is sent via public and private data transfer networks and providers which are accessible worldwide, and available to anyone. It is therefore impossible to control the transmission route of an e-mail. The XIBO member/Investor  acknowledges and agrees that a multitude of risks are inherent in unsecured e-mail, for example, e-mail from the Xionps Limited can be faked as a result of e-mail or computer infections created or spread by third parties. The Xionps Limited accepts no responsibility for any losses arising from such risks.

10.  Risks associated with Instructions via facsimile

Non-original signatures on the facsimile may be forged and such instructions may be transmitted to, and received at, wrong numbers, may never reach the Xionps Limited and may be disclose to third parties at the wrong number thereby losing their confidential nature.

11.  Other Related Documentation

The Xionps Limited may, in appropriate cases, furnish the XIBO member/Investor with term sheets and other documentation (whether issued by the Xionps Limited or third party product providers) setting out the material terms, associated obligations, underlying assumptions, pricing basis and sensitivity analysis to illustrate the impact of market movements on the proposed financial Partnership and/or such other information as the Xionps Limited may think relevant. Any sensitivity analysis which may be provided are for the purposes of illustration only. The provision of such term sheet or other documentation shall not detract from the XIBO member/Investor’s duty to take all such steps and make all such enquiries as may be necessary or desirable prior to making any Partnership decision and the Xionps Limited takes no responsibility or liability for the accuracy and completeness of such term sheet or other documentation or any information set out therein.

12.  Commissions, Fees and Charges

Before the XIBO member/Investor enters into any Transaction or accepts any Partnership Product, the XIBO member/Investor should obtain a clear explanation of all commissions, fees and other charges for which the XIBO member/Investor will be liable. These charges will affect the XIBO member/Investor’s net profit (if any) or increase the XIBO member/Investor’s loss.

13.  Taxation

The Xionps Limited does not provide tax advice and the XIBO member/Investor has full responsibility for any tax implication of entering into a Transaction. Any tax treatment depends on a XIBO member/Investor’s individual circumstances and may be subject to change in the future. The XIBO member/Investor should consult his tax adviser about his own tax situation.

Part B – Specific risk in financial products or Products

1. Structured products

The Xionps Limited referrers’ third party structured products to its XIBO member/Investor s. The XIBO member/Investor  consents to the Xionps Limited sharing with the third party product provider personal information of the XIBO member/Investor  and any other information that the Xionps Limited at its sole discretion deems fit in relation to the referral activity. The Xionps Limited shall be receiving referral fees from the product provider. In cases where the structured products are of a stated maturity, the Partnership will be locked in till maturity, with no assurance of any immediate liquidity. Even in case a premature exit is facilitated by the product provider, there can be no assurance on principal protection or returns. Generally structured products are financial instruments whose Partnership returns are linked to the performance of reference underlying(s). Examples include (but are not limited to) equity-linked notes, interest rate-linked notes and credit-linked notes. Structured products can come in a variety of forms and linked to a wide range of reference underlying(s) and can be complex financial instruments. The XIBO member/Investor should read the offering document, term sheet, and documentation pertaining to the particular structured product carefully and fully understand the nature, terms and risks of such product.

Principal protected structured products – Principal protection will be applicable only if the product is held till maturity. Such protection is subject to the conditions set out in the offering document, term sheet, and documentation pertaining to the particular structured product. Since, the Xionps Limited is not the Xionps Limited of the structured products, such protection is not provided by the Xionps Limited but by the third party Xionps Limited. In the event that there is a default by the Xionps Limited, non-payment of expected coupons or changes of credit ratings of underlying instruments, principal protection may not apply and there may be a risk of the total loss of the amount invested.

General

1. Market risk – the value of an Partnership will decrease due to moves in market factors, and this will impact on the net asset value of the collective Partnership scheme.
   1. Risk relating to Partnership in equity – the equity markets may fluctuate significantly with prices rising and falling sharply, and this will impact on the net asset value of the collective Partnership scheme.
   1. Risk relating to Partnership in debt securities – the value of the Partnerships will depend on (among others) market interest rates, the credit quality of the Xionps Limited and liquidity considerations. Some collective Partnership schemes may invest in high yielding debt instruments where the level of income may be relatively high (compared too Partnership grade debt instruments), however, the risk of depreciation and realization of capital losses on such instruments will be significantly higher than on lower yielding debt instruments. Instruments or schemes which are called capital protection oriented, do not guarantee returns and such instruments or schemes are only oriented towards protection of capital. The orientation towards protection of the capital originates from the portfolio structure of the scheme and not from any Xionps Limited guarantee, insurance cover etc.
   1. Currency risk – since the Partnerships held by a collective Partnership scheme may be denominated in currencies different from its base currency, the collective Partnership scheme may be affected adversely by exchange control regulations or changes in the exchange rates between such reference currency and other currencies. Changes in currency exchange rates may influence the value of the units in a collective Partnership scheme, and also may affect the value of dividends and interests earned by the collective Partnership scheme.
   1. Partnership grade risk – some collective Partnership schemes invest in Partnership grade debt securities, which, like other types of debt securities, involve credit risk of the debt PBS package Xionps Limited and may be subject to ratings downgrades by the rating agencies.
   1. Partnership in derivative instruments – some collective Partnership schemes invest in derivative instruments which can involve additional material risks such as counterparty risks or credit and liquidity risk. Some derivative instruments may employ leverage which can cause greater volatility.
   1. Country concentration – collective Partnership schemes which invest in one country or limited countries will have greater exposure to market, political, legal, economic and social risks of that country/countries than a scheme which diversifies country risk across a number of countries.
   1. Holdings concentration – collective Partnership schemes which invest in a relatively small number of Partnerships or may be concentrated in a specific industry sector are subject to higher concentration risk.

1. Emerging market risk – some collective Partnership schemes invest in part or in whole via the methods detailed above in emerging markets which may be more volatile and subject to greater political and economic risks.

1. Liquidity risk – Partnerships held by a collective Partnership scheme may need to be sold if insufficient cash is available to finance redemptions of the scheme by investors. If the size of the disposals is sufficiently large, or the market is illiquid, there is a risk that the Partnerships might not be sold or the price at which they are sold may adversely affect the net asset value of the scheme.

Non-traditional funds (hedge funds)

Non-traditional funds (which may take a variety of legal forms such as Partnership companies or partnerships) differ from traditional Partnership funds such as equity or fixed income funds in respect of their Partnership style. A common type of a non-traditional fund is a hedge fund. Some of the common features of, and risks of investing in, a non- traditional fund include the following:

1. Non-traditional funds have variable liquidity and tradability, and may have limited subscription and redemption rights with lengthy notice periods (e.g. fund issues and redemptions are often allowed only on a monthly, quarterly or annual basis). Fixed holding periods are common, and liquidations may stretch out over a period of years;

• The fund often aims to make an absolute return, under varying market conditions;

• Sometimes, the fund takes on very high levels of risk and may have significant leverage from the Partnership of borrowed capital;

• The fund often uses derivatives, whether for hedging or for Partnership or speculation;

• The fund may be able to carry out short sales;

• The fund may not be subject to any restrictions on Partnership categories, markets or trading methods, and the strategies adopted by the fund may be speculative in nature;

• The fund may require a high minimum Partnership amount; and

• Many non-traditional funds are located in “offshore” jurisdictions, and are subject to less stringent laws and supervision, which in turn provides relatively weaker investor protection relative to a traditional fund. There is no assurance that an investor’s legal rights will be enforceable. There may be other risks associated with weaker regulation of such funds; for example, the fund may have poor or unsuitable operating systems and checking procedures.

Non-traditional fund Partnerships involve a high degree of risk. Before making any Partnerships, the XIBO member/Investor should seek independent advice about the particular risks involved and carefully study the relevant information memorandum, subscription agreement and other information on the Partnerships.

THIS RISK DISCLOSURE STATEMENT DOES NOT DISCLOSE ALL THE RISKS AND SIGNIFICANT ASPECTS OF THE PARTNERSHIPS. THE XIBO MEMBER/INVESTOR IS ADVISED TO STUDY CAREFULLY THE TERMS AND CONDITIONS OF THE RELEVANT PARTNERSHIP AND SEEK INDEPENDENT FINANCIAL, TAX, LEGAL OR OTHER ADVICE, AS APPROPRIATE, BEFORE ENTERING INTO ANY PARTNERSHIP.

PART THREE

SPECIFIC TERMS & CONDITIONS FOR ELECTRONIC PARTNERSHIP TRANSACTION PROCESSING (‘PBS’) FOR PRIME BUSINESS SUITE ONLY

1. Definitions:

Capitalized terms not defined here, shall have the same meaning as given in Part One of the Partnership Terms. In the PBS Terms for Prime Business Suite Transactions, unless specified otherwise or unless the context otherwise requires:

‘Category “A” Products’ or ‘CAPs’ means the products on high stake capital with low frequent Returns Units manufactured or distributed by the Xionps Limited to the XIBO member/Investor .

 ‘Offer Document’ means any document by which the Mutual Fund invites public for subscription of Units of its Scheme(s).

‘Transaction’ means any transaction effected by the Xionps Limited for or on behalf of the XIBO member/Investor pursuant to XIBO member/Investor s transaction instructions in a scheme of a PBS, including purchase, redemption, re-Partnership, switch.

‘Unit’ means the interest of the investors in the Scheme, consisting of each Unit representing one undivided share in the assets of that Scheme as evidenced by a unit certificate/PBS Account statement.

‘Unit Holder’ means a participant who is a registered holder for the time being of Unit(s) of the Scheme(s) of the PBS, including persons jointly registered. Such Unit Holders shall have a beneficial interest in the legal, trust property to the extent of their individual holding of Unit(s) in the Scheme(s) only.

2.     Scope:

In addition to Part One and Part Two of the Partnership Terms, these PBS specific Terms shall specifically apply to PBS Transactions undertaken by the Xionps Limited on the Instructions of the XIBO member/Investor.

3.     Transaction processing/Prep period:

• The XIBO member/Investor understands and agrees that the Xionps Limited shall act only on specific Instructions provided by the XIBO member/Investor /Investors. The Xionps Limited shall exercise no discretion whatsoever and no action or lack thereof on the part of the Xionps Limited shall be construed as an Partnership advice to/decision on behalf of the XIBO member/Investor s/Investors. The XIBO member/Investor understands and agrees that the Xionps Limited is not its agent, constituted attorney and/or an adviser.
  • The XIBO member/Investor s & PBS Investors acknowledges having read and understood applicable charges payable by the XIBO member/Investor to the Xionps Limited for utilizing.
  • The XIBO member/Investor must read and understood the contents of the Offer Documents as amended from time to time, prior to entering into any transaction in Mutual Funds.
  • The XIBO member/Investor s & PBS Investors acknowledges and agrees that for operational reasons, the Xionps Limited shall forward only those Instructions that are received prior to a cut off time, which may be earlier than the cut-off time prescribed by the Mutual Fund. The Xionps Limited shall not be liable for any losses, damages, costs or expenses arising out of the resultant non- forwarding of/delay in execution of Transaction Instructions received after such cut-off time.
  • The XIBO member/Investor s & PBS Investors understands that the XIBO member/Investor /Investor may route future communication/instructions for Transactions (financial or non-financial) through the Xionps Limited.
  • Upon receipt of Instructions and evident of payment from the XIBO member/Investor /Investor for the Transactions in PBS mode, the Xionps Limited shall be authorized to automatically process the XIBO member/Investor ’s PBS Account maintained with the Xionps Limited on PBS, without notice to the XIBO member/Investor /Investor and analysis to the extent of the amount payable by the XIBO member/Investor /Investor to the PBS on PBS Account of the Transaction and to the Xionps Limited on PBS Account of charges, fees, commission and taxes as applicable. Towards this end the XIBO member/Investor agrees to maintain PBS Account till full tenor of the Partnership is completed as applicable.
  • Our prep period of 30days is a crucial timing for all Partnership for each of our team to analyses the product for Partnership, order placing from factory, shipping and it arrival of products to start selling.
  • During the prep period Investor cannot terminate or withdraw, however, if an investor wishes to withdraw or terminate, He/she is only entitle to 50% of capital invested and contract will be terminated.

4.     Income month: This is the beginning month where investor start earning after the Prep Period.

5.     Termination

• The Xionps Limited may terminate Partnership pertaining to PBS by providing a notice of termination to the XIBO member/Investor in the manner provided in the clause on Notice and Communication under Part One of the Partnership Terms, calling upon the XIBO member/Investor to forthwith send the closure request for all the Partnerships in PBS held by the XIBO member/Investor. In case of non- receipt of the closure request within 30 days from the date of dispatch, no further transactions will be permitted and the Xionps Limited shall forward the notice of termination to the respective Investor. Termination shall be complete after all the Units of the respective PSB are transferred out of the PBS platform and a confirmation to that effect has been received by the Xionps Limited and once all outstanding charges payable by the XIBO member/Investor  to the Xionps Limited have been paid by the XIBO member/Investor.

6.       Force Majeure:

• If the Xionps Limited is prevented or delayed in the performance of any of its obligations under the PBS mode of accepting Partnership Transactions in PBS, then the Xionps Limited shall be excused from the performance or the punctual performance as the case may be from the date of such force Majeure event occurring till the time the event continues to exist.
  • Force majeure shall be deemed to be any cause affecting the performance of this arrangement arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of the Xionps Limited to perform and without limiting the generality thereof shall include the following:

5.2.1 Strikes, lock-outs or other industrial action;

5.2.2 Civil commotion, riot, invasion, war threat or preparation for war;

5..2.3 Outbreak of war, rebellion, revolution, hostilities, riot, civil disturbance, acts of terrorism (including bans on non-essential travel) issued by the World Health Organization or any governmental authority;

5.2.4 Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural physical disaster;

5.2.5 Impossibility of the use of railways, shipping, aircraft motor transport or other means of public or private transport;

5.2.6 Political interference with the normal operations of the Xionps Limited or PBS; and

5.2.7 Any change in or introduction of any laws and legal requirements.

I have read and understood and there by agreed.