Terms of Business

1. Scope and Application

These Terms of Business apply to the relationship between Phoenix and any client or prospective client unless a separate written agreement states otherwise. They may apply to investment banking, advisory, trade finance, cards, merchant acquiring, broking, wealth, custody-related, financing, payment, account, or other services provided by Phoenix.

If there is an inconsistency between these Terms of Business and a specific signed agreement, product term sheet, mandate, confirmation, security document, or regulatory disclosure, the more specific document will prevail for that service or transaction.

2. Client Capacity and Authority

You represent that you have full power, authority, capacity, and legal right to enter into a relationship with Phoenix, open or operate any account, provide instructions, execute documents, and perform your obligations.

Where you act on behalf of a company, trust, fund, partnership, estate, association, principal, or another person, you confirm that you are properly authorised to do so and that all required approvals, resolutions, consents, and authorisations have been obtained.

3. Due Diligence, Onboarding, and Acceptance

Phoenix may require identification, beneficial ownership, source-of-funds, source-of-wealth, tax, regulatory, business, financial, credit, sanctions, and risk information before accepting or continuing any relationship.

Phoenix may decline, defer, suspend, restrict, or terminate any account, application, mandate, service, payment, transaction, or instruction where due diligence is incomplete, unsatisfactory, inconsistent, or where required by law, regulation, policy, risk appetite, or internal controls.

4. Instructions and Authorised Persons

Phoenix may act on instructions that appear to be given by you or by an authorised signatory, representative, agent, attorney, officer, employee, administrator, broker, adviser, or other person that Phoenix reasonably believes is authorised to act for you.

Instructions may be accepted in writing, electronically, by telephone, through online systems, through approved forms, or by any other channel Phoenix permits. Phoenix may require confirmation, supporting documents, security checks, or additional verification before acting.

You are responsible for the accuracy, completeness, legality, and timeliness of all instructions. Phoenix is not obliged to act on unclear, incomplete, inconsistent, suspicious, unlawful, or operationally impracticable instructions.

5. Communications, Notices, and Records

Phoenix may communicate with you by post, courier, email, telephone, secure portal, website notice, statement, confirmation, SMS, messaging channel, or any other contact method provided or approved by you.

Communications may be treated as received when sent to your last known address, email address, phone number, portal, or other recorded contact point, unless applicable law requires otherwise.

Phoenix may record, monitor, store, and rely on communications, calls, instructions, confirmations, system logs, access records, and transaction records for compliance, security, training, dispute resolution, audit, and operational purposes.

6. Statements, Confirmations, and Errors

You must review account statements, confirmations, notices, reports, and transaction records promptly. If you believe there is an error, omission, unauthorised transaction, incorrect charge, or discrepancy, you must notify Phoenix immediately and within any timeframe stated in the relevant document or service terms.

If Phoenix is not notified within the applicable period, records may be treated as correct and binding except in cases of manifest error, fraud, or mandatory legal requirement.

7. Fees, Charges, Taxes, and Expenses

You agree to pay all fees, commissions, spreads, charges, costs, expenses, taxes, duties, levies, withholding, regulatory charges, third-party costs, legal costs, and other amounts payable in connection with any account, service, mandate, facility, product, or transaction.

Phoenix may debit accounts, deduct amounts from proceeds, invoice you, set off amounts, or require payment in advance where permitted by agreement, law, or operational practice.

Fees and charges may be varied from time to time. Taxes and government charges are your responsibility unless a specific written agreement provides otherwise.

8. Client Money, Assets, and Third Parties

Client money, securities, instruments, documents, collateral, or other assets may be held, transferred, processed, or administered through banks, custodians, nominees, clearing systems, payment providers, depositories, correspondent institutions, brokers, agents, or other third parties.

Phoenix will take reasonable care in selecting and dealing with third parties, but is not responsible for their insolvency, default, delay, act, omission, system failure, regulatory restriction, market disruption, or force majeure event except where liability cannot be excluded by law.

Interest, benefits, rebates, or returns on client funds or assets will be handled in accordance with applicable agreement, service terms, law, regulation, and Phoenix policy.

9. Set-Off, Lien, and Currency Conversion

To the extent permitted by law and applicable documentation, Phoenix may combine, consolidate, set off, apply, retain, or transfer balances, proceeds, collateral, assets, receivables, or obligations owed by you or to you against amounts owed to Phoenix or its affiliates.

Phoenix may convert currencies at prevailing market or internally determined rates where required to process instructions, settle obligations, recover amounts, comply with requirements, or protect its position. You bear the risk of exchange-rate movements and related costs.

10. Compliance, AML/CFT, Sanctions, and Tax Reporting

Phoenix is subject to anti-money laundering, counter-terrorism financing, sanctions, anti-bribery, tax reporting, fraud prevention, market conduct, data protection, prudential, and regulatory obligations.

You must provide information and documents requested by Phoenix and must not use Phoenix services for unlawful, fraudulent, sanctioned, abusive, deceptive, or prohibited activity.

Phoenix may screen, monitor, delay, block, reject, freeze, report, or reverse any relationship, instruction, account, transaction, asset, or payment where required or permitted by law, regulation, authority request, network rule, correspondent requirement, sanctions policy, or Phoenix risk controls.

11. Confidentiality and Data Protection

Phoenix will handle confidential information and personal data in accordance with applicable law, regulatory obligations, internal policy, and the Phoenix Privacy Policy.

You acknowledge that Phoenix may disclose information to regulators, authorities, courts, auditors, professional advisers, service providers, affiliates, correspondents, counterparties, payment networks, custodians, brokers, and other persons where required or permitted for compliance, operations, risk management, reporting, or service delivery.

12. Electronic Services and Security

Where Phoenix provides online portals, digital channels, application programming interfaces, payment gateways, authentication tools, security devices, or electronic communication channels, you must use them only as authorised and must keep credentials, passwords, keys, devices, and access rights secure.

You must notify Phoenix immediately if any credential, device, account, instruction channel, or security process is lost, compromised, misused, or suspected of unauthorised access. You are responsible for activity conducted using your authorised access unless Phoenix is legally responsible for the loss.

13. Risk Acknowledgement

You understand that financial products, transactions, instruments, markets, currencies, financing arrangements, trade finance, securities, payments, cards, merchant acquiring, and advisory mandates may involve significant risks.

• Market values, liquidity, prices, rates, spreads, settlement availability, and credit conditions may change quickly.
• Transactions may be delayed, rejected, reversed, disputed, suspended, or subject to third-party and regulatory requirements.
• Past performance, projections, or illustrations are not a guarantee of future results.
• Some products or services may not be suitable for every client or jurisdiction.

You should obtain independent financial, legal, tax, accounting, and regulatory advice where appropriate.

14. No Fiduciary or Advisory Duty Unless Agreed

Unless Phoenix expressly agrees in writing, Phoenix does not act as your fiduciary, trustee, tax adviser, legal adviser, accounting adviser, or independent investment adviser. Phoenix may provide information, execution, structuring, arranging, administrative, or advisory services only within the scope of the agreed mandate.

15. Liability and Indemnity

To the fullest extent permitted by law, Phoenix is not liable for loss, damage, cost, claim, liability, expense, delay, failure, or missed opportunity arising from your instructions, inaccurate information, third-party actions, market events, force majeure, system disruptions, compliance holds, regulatory restrictions, or matters outside Phoenix's reasonable control.

You agree to indemnify Phoenix and its directors, officers, employees, agents, affiliates, and service providers against losses, claims, costs, expenses, and liabilities arising from your breach of these Terms of Business, unlawful activity, inaccurate information, unauthorised representation, or instructions given by you or persons Phoenix reasonably believes are authorised.

16. Suspension, Restrictions, and Termination

Phoenix may suspend, restrict, refuse, or terminate any account, service, instruction, transaction, facility, relationship, or access channel where required or permitted by law, regulation, agreement, risk controls, operational requirements, non-payment, breach, inactivity, suspected fraud, compliance concern, or internal policy.

You may request closure or termination of a relationship subject to settlement of all obligations, return of documents, clearance of transactions, discharge of liabilities, retention requirements, and any applicable notice period.

17. Dormant, Inactive, or Unclaimed Accounts

Phoenix may classify accounts, balances, documents, assets, or relationships as dormant, inactive, suspended, restricted, or unclaimed in accordance with applicable law, regulation, policy, or product terms. Additional verification, fees, restrictions, or documentation may be required before reactivation or release.

18. Amendments

Phoenix may amend these Terms of Business from time to time. Updates may be notified by website publication, written notice, statement message, email, portal notice, or any other method Phoenix considers appropriate.

Your continued use of Phoenix services after an amendment takes effect may be treated as acceptance of the updated terms, subject to applicable law and any mandatory notice requirements.

19. Governing Law and Dispute Resolution

These Terms of Business are governed by the laws applicable to Phoenix as a Labuan-licensed institution in Malaysia, unless a specific agreement states otherwise.

Any dispute may be dealt with by the courts, arbitration, mediation, regulatory complaint process, or other dispute resolution mechanism stated in the relevant agreement or required by applicable law.

20. Contact

Questions about these Terms of Business may be directed to Phoenix Investment Bank (Labuan) Ltd at admin@thephoenixbank.com.