Rule 1 General
These Rules apply to the settlement of securities and/or money through CDP.
These Rules operate as a binding contract between CDP and each Settlement Participant, and between a Settlement Participant and any other Settlement Participant.
Unless expressly provided to the contrary, all questions concerning the interpretation or application of or any other matter in connection with these Rules (including, without limitation, Directives) shall be determined by CDP, whose decision shall be final and binding on all parties.
In the interpretation of any provision of these Rules, a construction that would promote the purpose or object underlying these Rules (whether the purpose is expressly stated in these Rules or not) is to be preferred to a construction that would not promote that purpose or object.
A person who is not a party to these Rules has no right under the Contracts (Rights of Third Parties) Act 2001, to enforce or enjoy the benefit of these Rules, regardless of whether such person has been identified by name, as a member of a class or as answering a particular description.
1.2 Waivers or Variation
CDP may waive or vary a Rule to suit the circumstances of a particular case, unless the Rule specifies that CDP shall not waive or vary it. CDP may grant a waiver subject to such conditions as it considers appropriate. A waiver is only effective if the conditions are satisfied.
No failure by CDP to exercise or enforce any rights conferred upon it by these Rules shall be deemed to be a waiver of any such rights or operate so as to bar the exercise or enforcement thereof at any subsequent time or times. A Settlement Participant shall not be entitled to rely on a delay in the exercise or non-exercise of a right arising from a breach or non-performance of the Rules or on a default under the Rules as constituting a waiver of that right.
1.3 Rules, Directives and Circulars
CDP may, from time to time, issue Directives and Circulars to supplement these Rules.
These Rules, including any Directives or Circulars, may be unilaterally issued, amended or revoked by CDP, subject to the provisions of the Securities and Futures Act and the approval of the Board where required, and shall be effective at such time as may be specified by CDP.
1.4 Practice Notes
1.5 Transitional Provision
1.6 Order of Precedence
Unless expressly provided otherwise, in the event of any conflict between the provisions of the following instruments, the provisions of an instrument with a higher level of precedence shall prevail over the provisions of an instrument with a lower level of precedence:(a) written law;(b) Rules, other than Directives, Regulatory Notices and Circulars;(c) Directives;(d) Regulatory Notices;(e) Circulars;(f) terms and conditions governing the operations, facilities and services provided by CDP; and(g) Practice Notes.
1.7 Delegation and Assignment
CDP may delegate, assign or grant authority to exercise any of its rights, powers, authorities and discretions under these Rules, including any right to enforce these Rules, to such person or entity as it may determine in its sole discretion, without consent from any Settlement Participant.
Where these Rules provide that any power, authority or discretion is to be exercised by the Board, the Board may delegate, assign or grant authority to exercise such power, authority or discretion to any person or entity. The Board may authorise a delegate to sub-delegate.
1.8 SGX RegCo's authority
SGX RegCo shall have the authority to exercise any rights, powers, authorities and discretions under the Rules, including the right to enforce the Rules. In the exercise of any such rights, powers, authorities and discretions under these Rules, SGX RegCo shall be bound to the same extent as CDP in respect of any obligations arising from the exercise of such rights, powers, authorities and discretions.
1.9 Limitation of Liability
None of CDP, its related corporations, SGX RegCo, any person or entity referred to under Rule 1.7, or their respective directors, officers, employees or agents ("Relevant Persons") shall be liable to any person for any loss or damage (including consequential or indirect loss or damage even if advised of the possibility of such loss or damage), however caused or arising, including but not limited to any loss or damage arising directly or indirectly from or in connection with the following or any thing done or not done as a direct or indirect consequence of the following:(a) any failure, error, delay or malfunction of the settlement facilities operated by CDP howsoever caused and whether or not identified or identifiable;(b) the access to, use of or inability to use the settlement facilities operated by CDP;(c) any thing done (including any statement made) or omitted to be done in the course of, or in connection with, the discharge or purported discharge of CDP's obligations or rights under the Securities and Futures Act, any other applicable law, or under these Rules;(d) the execution of Settlement Instructions or any interruption or restriction of settlement through CDP;(e) any breach or failure of any Settlement Participant to comply with these Rules;(f) the acts or omissions of any of the Settlement Participant;(g) any failure, security breach, inoperability or malfunction of equipment, software or any other product supplied to a Settlement Participant howsoever caused, or in respect of its installation, maintenance or removal;(h) the exercise of a decision-making or regulatory power or discretion under these Rules;(i) the acceptance of a Settlement Participant's resignation;(j) any virus or other destructive, malicious, or corrupting program, code, agent, script or macro;(k) any errors, inaccuracy, omissions or delay in the calculation and issuance of cash calls;(l) the originality, accuracy, adequacy, timeliness or completeness of the settlement system or any content, information, materials, images, sounds, graphics, video and other materials displayed therein or any functionalities or applications, programs or services provided therein (collectively "Content");(m) any reliance on the Content or any part thereof; or(n) any information transmitted or received by or on behalf of CDP or a Settlement Participant, including through the settlement system, or the interception of or access to such information by unauthorised persons.
1.9.2(a) Save for the scenario specified in paragraph (b) below, under no circumstances shall CDP's liability and the amount of damages owing to a Settlement Participant exceed 100% of the aggregate amount of the fees, charges, penalties or default interest paid by the Settlement Participant in the calendar year the incident giving rise to the claim(s) in question occurs.(b) CDP will be liable for the principal value of the money and/or securities that is the subject of CDP's error, if and only if CDP erroneously debits money and/or securities from a Settlement Participant's Cash Ledger Account and/or Securities Account or erroneously fails to credit money and/or securities to a Settlement Participant's Cash Ledger Account and/or Securities Account.
Each Settlement Participant shall indemnify CDP, its related corporations, SGX RegCo, any person or entity referred to under Rule 1.7, and their respective directors, officers, employees, representatives and agents ("Indemnified Persons") against any loss or liability reasonably incurred or suffered by the Indemnified Persons where such loss or liability arose out of or in connection with:—(a) any breach by the Settlement Participant of its obligations under these Rules; or(b) any wilful, unlawful, reckless or negligent act or omission by the Settlement Participant.
Without prejudice to the generality of Rule 1.10.1, in the event that any legal, arbitration or other proceedings are brought to impose any liability on all or any of the Indemnified Persons for an alleged failure on the part of any Indemnified Person to prevent or to require action by a Settlement Participant or any of its directors, officers, employees, representatives or agents, the Settlement Participant shall reimburse the relevant Indemnified Person for:—(a) all expenses and legal fees incurred by or on behalf of the Indemnified Person in connection with such proceedings;(b) any payment made by or on behalf of the Indemnified Person with the approval of the Settlement Participant in connection with any settlement of such proceedings; and(c) any payment made by or on behalf of the Indemnified Person as a result of any order, award or judgment made in such proceedings,
and the Settlement Participant shall render such co-operation as the Indemnfied Person reasonably requires in respect of such proceedings including without limitation the production of any document or records.
Without prejudice to Rule 1.10.2, the Settlement Participant shall pay to an Indemnified Person, if the Indemnified Person so requires, the cost incurred by or on behalf of the Indemnified Person of producing or obtaining, pursuant to a court order or other legal process, records relating to the business or affairs of a Settlement Participant or any of its directors, officers or representatives, regardless of the party requiring such production or obtainment.
1.11 Provision of Information and Assistance
Each Settlement Participant shall, upon CDP's request, provide any information or records and render such assistance (including giving access to its premises, systems and employees) as CDP requires to discharge any of CDP's duties (including to promote safe and efficient settlement), to make authorised disclosures or perform any other act described in Rule 1.12, or to investigate compliance with or enforce any Rule, from time to time ("Purposes"). CDP and any of its related corporations may use or disclose, for such Purposes, all information and records so received and each Settlement Participant irrevocably consents to such use or disclosure. The Settlement Participant must ensure that any information or records provided do not contain untrue statements, are not misleading and include rather than omit any material statements.
Where a Settlement Participant provides personal data on any individual (as defined under the Personal Data Protection Act 2012), the Settlement Participant undertakes that it has obtained consent from the individual concerned for it to disclose such personal data to CDP, and for CDP to collect, use and disclose such personal data, for the Purposes.
1.12 Disclosure of Information by CDP
CDP will take all reasonable measures to protect information provided to it by or on behalf of a Settlement Participant under these Rules from unauthorised use or disclosure.
Disclosure of information by CDP is authorised use or disclosure, and each Settlement Participant irrevocably consents to such use and disclosure, if it:(a) is approved by the Authority or is to any governmental agency or regulatory authority (in or out of Singapore) which requests that CDP provide the information for the proper exercise of powers relating to the governance of Settlement Participants;(b) is required under any law (in or out of Singapore) or any order of any court or regulatory authority (each in or out of Singapore);(c) is publicly available at the time of disclosure to or by CDP;(d) is in connection with the discharge of CDP's regulatory obligations under the Securities and Futures Act or when compelled under applicable laws to do so or pursuant to any cross-border regulatory sharing arrangement subject to its obligation to maintain confidentiality under the Securities and Futures Act;(e) is reasonably required for the purpose of facilitating settlement under these Rules;(f) is in relation to the enforcement of the Rules or adjudication of a matter;(g) is to any of CDP's related corporations;(h) is authorised by the Authority to be disclosed or furnished under the Securities and Futures Act; or(i) constitutes authorised use or disclosure of information at common law.