Buying Precious Metals
Gold Buy Order
Whenever the Customer wishes to purchase precious metal pursuant and subject to this Agreement, the Customer shall complete and submit a Gold Buy Order in the Hugo app in the form prescribed by Hugo from time to time, specifying:
- the Purchase Amount;
- an acceptance of the prevailing precious metal price
The Customer shall pay Hugo the Purchase Amount in full by transfer from the Customer’s Spend Account. The Customer’s Spend Account can not be in deficit at any time.
The title to precious metals purchased shall pass to the Customer when Hugo has received payment of the Purchase Price.
A Gold Buy Order shall be deemed settled by the Customer and the title to the precious metals shall be deemed transferred to the Customer upon Hugo dealing execution message in-app. Hugo shall not be held liable for price fluctuations from the time the Purchase & Storage Order is submitted to Hugo and the execution of the order by Hugo.
Selling Precious Metals
Gold Sale Order
The Customer may at any time request Hugo to sell all or part of his Stored Metal and shall submit to Hugo an in-app Sale Order in the form prescribed by Hugo from time to time.
Hugo will work on a best effort basis to execute the Sale Order within the shortest time frame possible given the prevailing market conditions. Hugo shall not be held liable for price fluctuations from the time the Sale Order is submitted to Hugo and the execution of the order by Hugo. A Sale Order shall be deemed settled by Hugo upon Hugo providing evidence of having transferred the proceeds of the sale to the Customer’s Spend Account.
Any fees arising from the terms of this Agreement may be deducted from any payments due to the Customer from the sale proceeds, and such deduction is hereby irrevocably authorised by the Customer. Any payment by Hugo to the Customer will be net of any bank charges, or any other charge which Hugo may at any time be required by law to withhold.
Storage of Precious Metals
Terms of Custody
Hugo shall store for the Customer precious metal sold by Hugo to the Customer or deposited by the Customer at the designated Storage Facility, subject to the terms of this Agreement. All metal held in storage shall remain the property of Customer at all times.
Allocation and Segregation of Stored Metal
The Stored Metal will be specifically identified by its serial number (if applicable) and allocated to the unique Customer number of the customer in the records of the Company, at all times.
Stored Metal Unencumbered
Stored Metal held by Hugo on behalf of the Customer shall at all times be kept free and clear of any lien, third-party claim or other encumbrance by the Customer (unless previously authorised by Hugo).
Hugo will make available to the Customer statements providing a detailed inventory of the Stored Metal and its Market Value in-app. Such statements provide confirmation of all items stored on behalf of the Customer, and shall be communicated to the Customer in such a medium and frequency as mutually agreed by the Customer and Hugo.
At least annually, an independent third party will verify and reconcile the physical inventory held by Hugo on behalf of the Customer in the secure Storage Facility against the records of Hugo. The third party auditor shall make available to Hugo an auditor’s report within sixty (60) days of such audit being conducted, a copy of which shall be made available to the Customer upon request.
Hugo undertakes to have the totality of the holdings of its Customers covered by a liability policy in force throughout the Agreement Term. The terms of such liability policy shall follow the terms of the broadest form of commercially available insurance which shall protect the Customer’s assets against all risks of physical loss or damage except such risks against which insurance is not commercially available, including, but not limited to war, acts of terrorism, nuclear or radioactive events, or government regulation. In the event of an insured loss, Hugo undertakes to take legal action to recover as much of the portion of the insurance proceeds possible, and pay the amounts which are attributable to the Customer’s Stored Metal.
Hugo will maintain a Register of Ownership and keep record of the ownership of the Stored Metal. In the event that Hugo is adjudged dissolved or bankrupt or is otherwise incapable to act on behalf of the Customer, it will pass the Register of Ownership to a judicial manager or any other person able to uphold the Customer’s ownership rights.
Joint Ownership of Stored Metal
If there are two or more Customers as parties to this Agreement, they will be considered for all purposes to be joint Customers with right of survivorship, and not tenants in common. All obligations of Customers under this Agreement are joint and several, and all instructions shall require the authorisation of all such parties.
Transfer of Ownership of Stored Metal
At any time during the course of this Agreement, the Customer may instruct Hugo in-app to transfer the ownership title of any or all the Stored Metal then owned by the Customer to another Customer of Hugo. Transfer of ownership is subject to the approval of Hugo, which may be withheld at the sole discretion of Hugo. The transferee must be approved as a Customer by Hugo prior to the transfer taking place.
In the event of death of the Customer, Hugo will require a proof of death, which must be an official government document issued by the proper legal authority, and any supporting documents as a result of following the due probate process of the respective jurisdiction. Upon such confirmation, Hugo will only act in accordance with the conditions set out in the will, or as instructed by the trustee of your estate and upon provision of complete documentation. It is the Customer’s sole responsibility to ensure that such documentation will be provided.
Transportation or Delivery of Precious Metals
From time to time, Hugo may act as the Customer’s agent to arrange for secure and insured transportation of the Customer’s precious metals, including transportation to and from Storage Facilities and transportation pursuant to Customer delivery instructions, unless otherwise agreed upon in writing by both parties. Hugo undertakes to contract the services of reputable transportation companies that have significant experience in the insured transportation of precious metals.
Hugo will make all transportation arrangements for precious metals purchased or sold by Hugo.
Transportation of Customer’s precious metals will be executed upon Hugo presenting to the Customer a transportation quote and the Customer making payment.
The liability in respect of the Customer’s precious metals will pass to a third party bonded and insured carrier contracted by Hugo on behalf of the Customer upon such bonded and insured carrier taking possession of the Customer’s precious metal. The liability of the bonded and insured carrier will pass to Hugo upon Hugo providing evidence that the precious metals transported have been released for storage with Hugo, or it will pass to the Customer once the Customer or its authorised representative has acknowledged receipt of the precious metals in the case of delivery to the Customer.
Unless otherwise agreed by and between the Parties, Hugo shall have a lien on the Stored Metal as security for the payment and discharge of all the Customer's Liabilities and notwithstanding anything to the contrary in this Agreement, Hugo shall be entitled to retain the Stored Metal until full and unconditional payment and discharge of all the Customer's Liabilities. Thirty (30) days after the Sale Invoice, detailing all sums due and payable by the Customer, is sent to the Customer, and after prior notice to the Customer, Hugo may sell or dispose of any or all Stored Metal at the best available price given the prevailing market conditions and apply the proceeds of sale after deducting all expenses incurred by Hugo in the sale towards payment of any of the Customer's Liabilities.
The Customer shall pay the Storage Fees in respect of each Storage Fee Period, a sum equal to 0.00% currently per annum of the average Market Value of the Stored Metal, calculated using the average of the daily Price Benchmark during the respective Storage Fee Period (collectively, the “Storage Fees”).
The Storage Fees are due for the storage, custody and management services provided under this Agreement, including services relating to:
(i) the secure storage of the Stored Metal;
(ii) the insurance in relation to the Stored Metal; and
(iii) the provision of account statements.
In addition to the Storage Fees, Hugo reserves the right to pass on to the Customer any increase in the costs of storage or insurance that would be charged by third parties from time to time. Hugo shall inform the Customer of such additional charges as soon as and whenever possible.
Payment of Storage Fees
The Storage Fees payable in respect of the initial Storage Fee Period shall be included in the Sale Invoice. The Storage Fees in respect of each subsequent Storage Fee Period (following the expiry of the initial Storage Fee Period) will be payable quarterly in advance of each Storage Fee Period. For the avoidance of doubt, there will be four (4) Storage Fee Periods, commencing on January 1st, April 1st, July 1st and October 1st of each year. Storage invoices will be issued to the Customer at the end of each Storage Fee Period.
Hugo shall within five (5) Business Days after the end of each applicable Storage Fee Period render to the Customer an in-app charge setting out the total Storage Fees payable by the Customer in respect of such period, deductible against the Stored Metal held by the Customer.
The Storage Fees with respect to any applicable period shall not be reduced or refunded whether in full or in part, notwithstanding any reduction in the quantity of any of the Stored Metal or any collection of any part or all of the Stored Metal at any time during such period.
Taxes, Set Off and Withholding
The Customer shall bear and pay to Hugo all goods and services tax, value added and/or other similar taxes as may be imposed or levied under any Applicable Law in respect of any transaction with Hugo, including the storage of Stored Metal and the provision of any services by Hugo. Hugo shall include the amount of such taxes and levies in its invoice to the Customer.
All payments to Hugo shall be made free of:
- any deductions or withholdings in respect of taxes imposed by any applicable law; and
- any rights of set-off.
If the Customer or any other person making payment on its behalf is required (whether under any law or otherwise) to deduct or withhold any tax or other amount from any fee or other sum paid or payable to Hugo, then the Customer:
- shall pay to Hugo the grossed up sum, i.e. such additional amount as is necessary to ensure that Hugo will receive and retain on the due date a net sum equal to what Hugo would have received and so retained had no such deduction or withholding been required or made;
- shall pay or procure the payment of that tax or other amount before any interest or penalty becomes payable; and
- shall immediately after paying that tax or other amount deliver to Hugo satisfactory evidence of such payment.
Disclaimer on Market Information
Hugo may, from time to time during the Agreement Term, provide to the Customer certain market and/or trading recommendations and/or information (the "Information”). The Customer acknowledges and agrees that such Information:
- is general in nature and does not have regard to any investment objectives, financial situation and/or specific needs of the Customer; and
- is for informational purposes only and shall not constitute professional advice in relation to any investment in any precious metals, and should not be relied upon as such.
Hugo shall not be responsible for the accuracy or completeness of the Information.
Hugo shall have no obligation to apprise the Customer of the Market Value of any precious metal, nor in any way advise the Customer with respect to the precious metals market in general.
Charge and Encumbrance
The Customer may not assign, charge or create any encumbrance or interest on or over the Customer's rights under this Agreement or arising from any purchase of precious metal under this Agreement without the express written consent of Hugo. Hugo shall not be required to recognise any person other than the Customer as having any right or interest in this Agreement or in any precious metal purchased by Hugo in accordance with this Agreement.
Acknowledgment of Tax Liabilities
The Customer acknowledges that Hugo does not provide any legal and/or tax advice whatsoever. Moreover, the Customer acknowledges being aware of its obligations and responsibilities towards the tax authorities in its country of residence or citizenship.
Notwithstanding anything to the contrary herein, Hugo shall not have any obligation to accept or act upon any Buy Order or Sell Order, and may reject any such order.
This Agreement and all its Schedules contain the entire agreement between the Parties with respect to its subject matter, supersedes all previous agreements and understandings between the Parties, and may not be modified except by an instrument in writing signed by the Parties and/or their duly authorised representatives.
A Party may not assign or transfer its rights, benefits or obligations under this Agreement without the prior written consent of the other Party.
A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce or enjoy the benefit of any term of this Agreement.
The United Nations Convention on Contracts for the International Sale of Goods shall not apply to any purchase and/or sale of precious metal made under this Agreement.
No failure or delay on the part of a Party to exercise any right or remedy under this Agreement shall operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any other rights or remedies provided by the Applicable Law.
The terms and conditions of this Agreement are declared to be severable. If any paragraph, provision, or clause in this Agreement shall be found or be held to be invalid or unenforceable in any jurisdiction in which this Agreement is being performed, the remainder of this Agreement shall be valid and enforceable and the Parties shall use good faith to negotiate a substitute, valid and enforceable provision which most nearly effects the Parties' intent in entering into this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore.
Any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, performance, breach or termination, shall be first amicably settled, and if any attempt at doing so fails, it shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this Clause. The tribunal shall consist of three arbitrators. The language of the arbitration shall be English.