1. INTRODUCTION

1.1 These General Terms of Use & Trade (“Terms”) govern:

a) All trading transactions conducted with Indigo Precious Metals Pte Ltd (“Company”);

b) Access to and use of the Company’s website <https://www.indigopreciousmetals.com/> (“Website”); and
c) All purchases and sales of physical precious metals.

1.2 These Terms do not govern storage services provided under a separately executed Vaulting Service Agreement, nor participation in the Bullion Savings Program (“BSP”), which are governed by separate agreements.

1.3 By placing an order or transacting with the Company, you agree to be legally bound by these Terms.

1.4 By accessing the Website, you confirm that you accept and agree to be bound by these Terms.

2. DEFINITIONS

“Best Execution” means the execution of transactions on terms that the Company reasonably determines to be appropriate for the purposes of managing its own market exposure, hedging, liquidity management, or unwinding positions.

“Business Day” means a day (excluding Saturdays, Sundays and Singapore public holidays) on which banks in Singapore are open for business.

“Customer” means any individual or entity transacting with the Company.

“Goods” means physical precious metals including gold, silver, platinum, palladium, rhodium and other bullion products offered by the Company.

“Price Lock” means the moment at which the Company confirms acceptance of an order and fixes the transaction price.

“Default” means failure to fulfil payment or contractual obligations within the prescribed period.

3. REGULATORY STATUS

3.1 The Company is registered under the Precious Stones and Precious Metals (Prevention of Money Laundering and Terrorism Financing) Act 2019 for AML/CFT purposes only.

3.2 The Company:

For the avoidance of doubt:

1. is not a bank or deposit-taking institution;
2. is not licensed, authorised, approved or regulated by the Monetary Authority of Singapore (“MAS”) as a bank, finance company, payment service provider, capital markets services licensee, or financial adviser;
3. subject to Clause 6.2, does not accept or take deposits from customers or the public (whether as a deposit-taking institution or otherwise);
4. does not provide capital markets services and does not operate an exchange, market, trading venue, or clearing facility under any applicable regulatory regime; and
5. does not provide investment, financial, legal, tax, accounting or other regulated advice, recommendations or opinions, and nothing on the Company’s website, communications, materials or services constitutes such advice.

Customers should obtain independent professional advice and make their own assessment.

3.3 All transactions involve physical precious metals only.

4. CONTRACT FORMATION & PRICE LOCK

4.1 A binding and legally enforceable contract is formed at the point of Price Lock, if the order (“Order”) is placed:

1. in person, when the Company confirms its acceptance by issuing a receipt or other written confirmation acknowledging acceptance of the Order and fixing the transaction price;
2. by telephone, when the Company confirms its acceptance verbally during the call and subsequently issues a confirmation (whether oral or written) acknowledging acceptance of the Order and fixing the transaction price;
3. by electronic communication (including email, messaging platforms or other digital channels), when the Company sends an electronic confirmation acknowledging acceptance of the Order and fixing the transaction price; or
4. through the Company’s Website, when the Order is successfully submitted and the Company transmits an automated or manual order confirmation acknowledging acceptance of the Order and fixing the transaction price.

4.2 Upon Price Lock:

1. the transaction price shall be final and binding on parties, and shall prevail over and supersede any indicative, quoted, or previously communicated price provided by the Company prior to the Price Lock;
2. the transaction becomes irrevocable;
3. the Customer assumes full market risk; and
4. the Company may immediately enter into hedging or offsetting transactions to cover exposure.

4.3 Any request or attempt to withdraw, cancel, reverse, or amend an Order after the Price Lock will constitute an Event of Default. In such a case, the Company may treat the Order as cancelled at the Customer’s risk and the Customer shall be liable for all default charges, break costs, hedging/unwind costs, market-losses, and cancellation fees incurred by the Company.

5. PRICING

5.1 Prices quoted prior to Price Lock are indicative only.

5.2 Upon Price Lock, the transaction price becomes fixed and binding.

5.3 The Company reserves the right to correct manifest clerical or system errors prior to Price Lock.

5.4 Trading, Pricing, Administrative and Record Errors

The Company shall have the right, acting reasonably, to correct any trading, pricing, invoice, purchase order, account, administrative, clerical, system, data-feed, calculation, communication, stock, inventory or record error at any time.

Without limitation, where any manifest pricing error arising from a technical malfunction, system outage, data-feed issue, manual or clerical error, and not reflective of real-world prevailing market prices, or where any other administrative or record error occurs, the Company may amend, reverse, cancel, void, reissue or correct any affected quotation, order confirmation, invoice, purchase order, receipt, statement, account entry, transaction record or related document.

The Customer agrees that the Company may make such correction without requiring the Customer’s consent, provided that the Company uses reasonable efforts to notify the Customer promptly upon discovery of the error.

The Company shall not be liable for any loss, claim, liability, cost or damage arising from such correction, except to the extent such liability cannot be excluded under Singapore law.

6. PAYMENT TERMS

6.1 Cleared Funds / Settlement Deadline
Unless otherwise agreed by the Company in writing, the Customer must ensure that full cleared funds, or where permitted by the Company, the required deposit, are received by the Company within one (1) Business Day from the date of Price Lock.

Where the Company has agreed to accept a deposit and deferred balance payment, the balance of the purchase price must be received within two (2) Business Days from the date of Price Lock, unless otherwise agreed by the Company in writing. Time is of the essence.

6.2 Deposits (at the Company’s discretion)
 To secure a Price Lock and guarantee execution, the Company may require a transaction deposit at its sole discretion. Unless otherwise agreed in writing:

1. The minimum deposit is 10% of the total transaction value; 
2. For transactions of USD 200,000 (or equivalent) and above, a 50% deposit is required; and
3. Deposits are applied toward the total purchase price and are subject to the Company’s cancellation and default provisions.

6.3 No Deductions / Set-Off
 All payments must be made in full, without deduction, set-off, or counterclaim, and free of any bank charges. The Customer is responsible for ensuring the Company receives the full invoiced amount.

6.4 Application of Payments
Unless otherwise agreed by the Company in writing, the Company may apply any payment, credit balance, deposit or other amount received from or held for the Customer towards any outstanding amount owing by the Customer to the Company, in such order and manner as the Company considers appropriate, including any unpaid purchase price, cancellation charge, storage charge, handling charge, administrative charge, delivery charge, withdrawal charge, tax, duty, third-party charge, recovery cost, enforcement cost or other amount payable under these Terms.

6.5 Taxes, Duties and Charges
The Customer shall be responsible for all applicable taxes, duties, levies, GST, VAT, import or export duties, customs charges, clearance charges, bank charges, payment charges, transfer fees, currency conversion charges, third-party charges and other costs arising out of or in connection with any transaction, payment, delivery, collection, withdrawal, transfer, storage, custody arrangement or related service, including any taxes, duties, charges or requirements imposed by the Customer’s destination country or local authorities, unless otherwise agreed by the Company in writing.

6.6 Source of Funds and Third-Party Payments
All payments must be made from an account held in the Customer’s own name, unless otherwise approved by the Company in writing. The Company may reject, delay, hold, return or refuse to apply any payment where the payer, remitter, account holder, payment source or source of funds cannot be verified to the Company’s satisfaction, or where the payment may give rise to legal, regulatory, AML/CFT, sanctions, fraud, operational or reputational concerns.

Any payment that is subject to verification, rejection, delay, holding, return or refusal shall not be treated as received in cleared funds, accepted or applied by the Company for the purposes of these Terms unless and until the Company has completed its checks and accepted or applied the payment.

The Company may require the Customer to provide supporting documents or information relating to the payer, remitter, payment source, source of funds, source of wealth, beneficial owner or purpose of transaction. The Company shall not be liable for any delay, price movement, cancellation, loss, cost or consequence arising from such verification, rejection, delay, holding, return or refusal, except to the extent such liability cannot be excluded under Singapore law.

7. DEFAULT & CANCELLATION

7.1 Failure to complete payment within the prescribed period constitutes Default.

7.2 Upon Default, the Company may:

1. cancel the transaction;
2. unwind any hedging arrangements; and
3. apply a cancellation charge equal to five percent (5%) of the total invoice value or SGD 40, whichever is higher.

7.3 The cancellation charge stipulated in Clause 7.2 reflects and takes into account, without limitation, market losses arising from price movements, hedging or unwind costs, administrative, financing, storage, and legal costs incurred by the Company. The cancellation charge represents a genuine pre-estimate of the Company’s losses and is not a penalty.

7.4 The Company is not obliged to obtain Best Execution in mitigating market exposure. For the avoidance of doubt, the Company does not act as a broker, financial adviser, exchange, or execution venue, and any reference to “Best Execution” relates solely to the Company’s own risk management and execution activities. It does not impose any obligation on the Company to obtain the best available market price or execution outcome for any customer.

7.5 Except where required by applicable law or expressly agreed by the Company in writing, all transactions are final upon Price Lock. The Company does not offer refunds, returns or exchanges after a transaction has been entered into. Any request by the Customer to cancel, reverse, return, exchange or amend a transaction after Price Lock shall be subject to the Company’s cancellation, default, market-loss, hedging or unwind cost, administrative cost and other applicable provisions under these Terms.

7.6 In addition to any cancellation charge payable under Clause 7.2, the Customer shall reimburse and indemnify the Company on demand for any reasonable third-party costs, recovery costs, enforcement costs, legal costs, banking or payment costs, logistics costs, storage costs, insurance costs, taxes, duties, customs charges or other expenses reasonably incurred by the Company arising out of or in connection with the Customer’s default, breach, cancellation, non-payment, failure to complete settlement, incorrect or incomplete instruction, unauthorised instruction, misleading information, breach of law, or any act or omission by the Customer or the Customer’s authorised representative, to the extent such costs and expenses are not already covered by the cancellation charge under Clause 7.2.

7.7 Without prejudice to any other rights or remedies of the Company, the Company shall have a lien over any Goods held by or on behalf of the Company for any outstanding amount owing to the Company in connection with the relevant Goods, transaction, account or related service. If such amount remains unpaid after reasonable notice, the Company may, to the fullest extent permitted by law, sell or otherwise dispose of such Goods, or such part as reasonably necessary, and apply the proceeds toward the outstanding amount and reasonable related costs. Any remaining balance shall be credited to the Customer or dealt with in accordance with applicable law.

8. TITLE & RISK

8.1 Title to Goods transfers only upon receipt of full cleared funds.

8.2 Risk passes to the Customer upon:

1. collection of Goods;
2. dispatch to the Customer’s nominated delivery address; or
3. dispatch to the Customer’s nominated vaulted account.

8.3 Transit insurance, where arranged, is subject to insurer terms and exclusions.

8.4 The Company may require the Customer, the Customer’s authorised representative, or any person collecting, receiving, withdrawing, transferring or dealing with the Goods on behalf of the Customer to provide identification documents, authorisation documents, collection instructions, delivery details, account verification, security verification or other information reasonably required by the Company before the Company releases, delivers, transfers or otherwise makes the Goods available. The Company may delay, refuse or suspend any release, delivery, transfer, withdrawal or collection where such verification is incomplete or unsatisfactory, or where the Company reasonably considers such action necessary for legal, regulatory, AML/CFT, fraud prevention, security, operational or risk management reasons.

9. DELIVERY & AVAILABILITY

9.1 Any delivery date stated is an estimate only and does not constitute a contractual guarantee.

9.2 The Company shall use reasonable commercial efforts to meet estimated delivery timelines.

9.3 The Company shall not be liable for delays arising from:

1. supplier shortages;
2. refinery or mint delays;
3. logistics disruptions;
4. customs processes;
5. force majeure events specified in Clause 14.

9.4 International Delivery and Customs
Where the Customer requests delivery, shipment, export, import or transfer of Goods to or from any jurisdiction, the Customer shall be solely responsible for ensuring that the Goods may lawfully be imported, exported, received, held or dealt with in the relevant jurisdiction, and for obtaining any required permits, licences, approvals, customs clearance or other authorisations.

The Customer shall be responsible for all taxes, duties, GST, VAT, import or export charges, customs charges, clearance charges, local authority charges, storage charges, penalties, fines, inspections, delays, seizures, refusals, returns, failed deliveries or other consequences arising out of or in connection with the shipment, import, export, customs clearance or delivery of the Goods, except to the extent caused by the Company’s own fraud, wilful misconduct or gross negligence.

The Company shall not be liable for any delay, loss, cost, claim or consequence arising from customs processes, local import or export requirements, regulatory restrictions, the Customer’s failure to provide required information or documents, or any action or omission of customs authorities, local authorities, logistics providers or other third parties, except to the extent such liability cannot be excluded under Singapore law.

9.5 Collection & Storage 

1. Unless otherwise agreed in writing, all Goods must be collected within fourteen (14) days from the date the Customer is notified that the Goods are ready for collection.
2. If the Customer fails to collect the Goods within this period, the Company may, upon notice to the Customer, transfer the Goods into a custodial storage arrangement operated by the Company or its appointed storage provider.
3. From the date of such transfer, the Goods shall be subject to the Company’s prevailing storage, insurance, handling, administrative, and other applicable custody-related charges.
4. Any subsequent request by the Customer to collect, withdraw, transfer, or otherwise deal with the Goods shall be subject to the Company’s prevailing withdrawal, handling, administrative, and other applicable charges.
5. Without prejudice to any other rights or remedies of the Company, the Company shall have no obligation to release, deliver, transfer, or otherwise make the Goods available to the Customer, and may retain possession, suspend release, withhold delivery, delay transfer, or refuse collection of any Goods, unless and until all outstanding amounts owing to the Company in respect of the relevant Goods, transaction, account, storage, custody, delivery, withdrawal, handling, administrative charge, tax, duty, third-party charge or related service have been fully paid in cleared funds.

9.6 Market Volatility and Operational Suspension 

The Company may suspend, delay, restrict or refuse immediate trading, order acceptance, order processing, delivery, collection, transfer, fulfilment or availability of any Goods where the Company reasonably considers it necessary or appropriate due to high market volatility, fast-moving market conditions, abnormal pricing conditions, supplier shortages, refinery or mint delays, liquidity constraints, hedging constraints, logistics disruptions, systems issues, compliance concerns, force majeure events or other operational or risk management reasons. The Company shall not be liable for any loss, delay, price movement, opportunity cost or other consequence arising from such suspension, delay, restriction or refusal, except to the extent such liability cannot be excluded under Singapore law.

9.7 Freight, Delivery and Insurance

Where the Company arranges freight, courier, delivery, shipment or insurance at the Customer’s request, such arrangements shall be subject to the terms, conditions, exclusions and limitations of the relevant third-party logistics provider, courier, insurer or service provider.

Unless otherwise agreed by the Company in writing, the Company may determine the method, route, carrier, packaging, insurance arrangement and delivery process for the Goods. The Customer shall ensure that all delivery details, recipient details, addresses, contact information and special instructions provided are accurate and complete.

The Company shall not be liable for any delay, failed delivery, misdelivery, loss, damage, additional charge or other consequence arising from incorrect or incomplete delivery details, the Customer’s failure to receive the Goods, third-party service provider issues, customs or local authority actions, or insurer exclusions, except to the extent such liability cannot be excluded under Singapore law.

10. RISK DISCLOSURE

10.1 Precious metals prices are volatile and may fluctuate significantly.

10.2 Past performance is not indicative of future results.

10.3 The value of precious metals may decline as well as rise.

10.4 The Company does not guarantee profit, capital preservation or liquidity.

10.5 Market conditions may impact availability, fabrication timelines and resale spreads.

10.6 Customers are solely responsible for assessing the suitability of any transaction.

11. CUSTOMER REPRESENTATIONS

11.1 The Customer represents that:

1. all information provided is accurate and complete;
2. funds used are lawfully obtained;
3. the Customer has full legal capacity to contract; and
4. the transaction complies with applicable laws.

11.2 The Company may rely on any instruction, request, confirmation or communication given by the Customer, the Customer’s authorised representative, authorised agent, account user, director, officer, employee, nominee or any person whom the Company reasonably believes to be authorised to act on behalf of the Customer. Any appointment or authority shall remain valid until the Company receives written notice of revocation and has had a reasonable time to process such revocation. Where the Customer comprises more than one person or entity, each such person or entity shall be jointly and severally liable for all obligations under these Terms. Unless the Company has agreed otherwise in writing, the Company may act on the instruction of any one joint Customer.

11.3 The Customer shall ensure that all information, documents, contact details, account details, delivery details, authorised representative details and other information provided to the Company are accurate, complete and up to date. The Customer shall promptly notify the Company in writing of any change, error, omission or inaccuracy in such information or in any transaction record, account record, invoice, statement, confirmation or other document issued by the Company. The Company shall be entitled to rely on the latest information and documents provided by the Customer unless and until the Company receives written notice of any change and has had a reasonable time to process such notice.

12. COMPLIANCE & AML

12.1 The Company may require identification documents at any time.

12.2 The Company may suspend, delay or refuse transactions where required by law.

12.3 Suspicious transactions may be reported without notice.

12.4 Right to Decline, Delay or Refuse Instructions

All orders, requests and instructions are subject to the Company’s acceptance. The Company may decline, delay, suspend, reject, reverse or refuse to act on any order, request or instruction where the Company considers it reasonable or necessary to do so, including where:

1. the instruction is ambiguous, incomplete, unclear, inconsistent or impracticable;
2. the Company is unable to verify the Customer’s identity, authority, ownership or source of funds;
3. there are unpaid, overdue or outstanding amounts owing to the Company;
4. the transaction may breach applicable law, regulation, sanctions, AML/CFT requirements or the Company’s internal compliance policies;
5. the transaction may create operational, legal, financial, market, settlement, delivery, storage, fraud, security or reputational risk for the Company; or
6. the Company is unable to obtain confirmation from any relevant third-party service provider, logistics provider, storage provider, insurer, refinery, supplier or payment provider.

The Company shall not be liable for any loss, delay, price movement, opportunity cost or other consequence arising from such decline, delay, suspension, rejection, reversal or refusal, except to the extent such liability cannot be excluded under Singapore law.

13. LIMITATION OF LIABILITY

13.1 The Company shall not be liable for:

1. market price fluctuations;
2. the Customer’s loss of profit;
3. the Customer’s indirect or consequential loss;
4. third-party acts beyond its control.

13.2 The Company’s total aggregate liability arising out of or in connection with these Terms shall not exceed the purchase price of the relevant Goods or, where applicable, the value of the Customer’s holdings under any related program at the time the claim arises.

13.3 The Customer acknowledges that the Company may engage or rely on third-party service providers, including logistics providers, storage providers, insurers, refineries, suppliers, payment providers, technology providers, contractors, agents and affiliates. To the fullest extent permitted by law, the Company shall not be liable for any act, omission, delay, failure, insolvency, default or negligence of any third-party service provider, except to the extent caused by the Company’s own fraud, wilful misconduct or gross negligence, or where such liability cannot be excluded under Singapore law. The liability exclusions, limitations and protections under these Terms shall apply for the benefit of the Company and its directors, officers, employees, agents, affiliates and appointed third-party service providers.

13.4 Nothing in these Terms excludes liability that cannot be excluded under Singapore law.

14. FORCE MAJEURE

The Company shall not be liable for delay or failure in performance caused by events beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, or strikes. 

15. WEBSITE USE

15.1 General Information Only
 All content on the Website (including prices, charts, commentary, product descriptions, availability, and other materials) is provided for general information purposes only and may be updated, amended, or removed at any time without notice. The content of the Website does not constitute financial, legal, tax, investment, or other professional advice.

15.2 Availability and Functionality
 The Company does not warrant that access to the Website will be uninterrupted, timely, secure, or error-free, or that the Website (or any content thereof) will always be available. The Company may suspend, withdraw, discontinue, restrict, or change any part of the Website at any time, including for maintenance, security, market volatility, systems issues, or other operational reasons.

15.3 Accuracy of Information
 The content of the Website is provided on an “as is” basis without warranties of any kind. While the Company uses reasonable efforts to keep the information on the Website accurate and up to date, the Company makes no representation or warranty (whether express or implied) as to the completeness, accuracy, reliability, suitability, timeliness, or availability of the information on the Website. The Customer acknowledges that prices and availability are subject to change and confirmation in accordance with the Company’s trading and Price Lock terms.

15.4 Security and Viruses
 The Company uses reasonable security measures; however, the Company does not warrant that the Website or any downloads will be free from viruses, malicious code, or other harmful components. The Customer is responsible for implementing appropriate IT security safeguards, including virus protection.

15.5 Third-Party Links and Content
 The Website may contain links to third-party websites or content. Such links are provided for convenience only. The Company does not control and is not responsible for third-party websites, content, products, services, security practices, or availability, and does not endorse them.

15.6 Permitted Use / Prohibited Conduct
 The Customer agrees to use the Website lawfully and must not:

1. adapt, alter, circumvent, interfere with, disrupt, or attempt to gain unauthorised access to the Website, Contents, servers, or networks;
2. attempt to scrape, harvest, or systematically extract data or content;
3. introduce viruses, malware, or other harmful code;
4. misuse the Website in a way that could impair performance, availability, or security; or
5. use the Website for any unlawful, fraudulent, or misleading purpose.

15.7 Intellectual Property
 The Website is owned and operated by the Company. All intellectual property rights in and to the Website and its content including text, graphics, logos, images, videos, tools, pricing engines, software, codes, programmes, data, and design (“Contents”) are owned by or licensed to the Company and are protected by applicable laws. No rights are granted to the Customer other than a limited, revocable, non-exclusive right to access and use the Website for personal or internal business purposes. Reproduction, distribution, modification, publication, or commercial exploitation of the Website and/or the Contents without the Company’s prior written consent is prohibited.

15.8 User Submissions (if applicable)
 If the Customer submits any information via the website (including account details, forms, documents, or messages), the Customer warrants that the information is accurate, lawful, and does not infringe third-party rights. The Company may process such information in accordance with its privacy policy and applicable law.

15.9 Account Details Safety

If the Customer chooses, or the Customer is provided with, a user identification code, password or any other piece of information as part of the Company’s security procedures, the Customer must treat such information as confidential. The Customer must not disclose it to any third party and any unauthorised access of the Customer’s account following such disclosure is at the Customer’s own risk. The Company reserves the right to disable any user identification code or password at any time where it reasonably considers such action necessary. If the Customer knows or suspects that any person other than the Customer has knowledge of the Customer’s user identification code or password, the Customer must promptly change the password and login details.

15.10 Limitation of Liability (Website Use)
 To the fullest extent permitted by law, the Company shall not be liable for any loss or damage arising out of or in connection with the Customer’s use of (or inability to use) the Website, including but not limited to any direct, indirect, consequential, or economic loss, loss of profits, loss of data, or business interruption, whether arising in contract, tort, negligence, or otherwise.

16. GOVERNING LAW

These Terms shall be governed by and construed in accordance with the laws of Singapore.

The courts of Singapore shall have exclusive jurisdiction.

17. GENERAL

17.1 No waiver of any provision of these Terms shall be effective unless in writing and signed by the Company. No failure or delay in exercising any right by the Company shall operate as a waiver thereof. The single or partial exercise of any right shall not preclude any further exercise of it by the Company.

17.2 If and to the extent that any provision of these Terms is held to be invalid or unenforceable but would be valid binding and enforceable if some part of the provision were deleted or amended, then the provision shall apply with the minimum modifications necessary to make it valid, binding and enforceable, and the remaining provisions shall continue in full force and effect.

17.3 Except as expressly provided in Clause 13.3, a person who is not a party to these Terms shall have no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any of these Terms.

17.4 The Customer agrees that the Company may assign or transfer its rights and obligations under these Terms to any other party. The Customer may not assign or transfer its rights or obligations under these Terms to anyone else without the prior written consent of the Company.

17.5 The Company may amend, update or replace these Terms from time to time by publishing the revised version on the Website or by giving such other notice as the Company considers appropriate. Unless otherwise stated, the revised Terms shall apply from the date of publication or notice and shall govern transactions entered into on or after such date. Transactions entered into before such date shall continue to be governed by the Terms in force at the time of the relevant transaction, unless otherwise agreed in writing.

17.6 The Customer agrees that the Company may communicate with the Customer by email, telephone, messaging platform, Website notification, account notification, invoice, statement, or any other contact method provided by the Customer or used in the course of dealings between the parties. Any notice, confirmation, invoice, statement, request, update or other communication sent by the Company through such method shall be deemed validly given, provided that it is sent to the contact details last provided or used by the Customer. The Customer is responsible for ensuring that its contact details are accurate, current and monitored. Electronic records, confirmations, notices and communications maintained by the Company shall be admissible as evidence of the matters stated therein, to the fullest extent permitted by law.