Fixed Income Security Rules
Last updated: June 01, 2023
These Rules (the “Rules”), in addition to the Terms and Conditions found in https://pdax.ph/terms-and-conditions, and all rules and policies incorporated therein by reference, shall govern your relationship with PDAX when using your PDAX Account to avail of fixed-income securities services, as described below.
These Rules are deemed incorporated into the Terms and Conditions. Defined terms not otherwise defined herein shall have the same meaning as set forth in the Terms and Conditions. In case of conflict between the Terms and Conditions and these Rules, the Rule shall govern with regard to availment of FIS Services through FIS Partners.
In addition to the definitions in the Terms and Conditions, the following definitions apply:
a. FIS refers to fixed-income securities.
b. FIS Account refers to your account maintained with an FIS Partner, to avail of FIS Functions.
c. FIS Functions/ FIS Services refers to licensed fixed income securities brokerage and dealership services performed by an FIS Partner.
d. FIS Partner refers to a duly licensed entity that performs FIS Functions for Users. This refers to bonds.ph, Inc.
e. FIS System refers to system utilized by the FIS Partner, including but not limited to the network of hardware and software processes, systems, and applications, through which the FIS Partner provides the FIS Functions, including the servers, source code, code base, and wallets, as may be applicable.
The term “Services” in the Terms and Conditions shall include PDAX’s roles as an instruction delivery channel for the FIS Functions under these Rules.
2. GENERAL POLICY
By opening an FIS Account and availing of FIS Functions, you understand and agree that PDAX merely provides an instruction delivery channel, mainly through application programming interfaces (APIs), by which you access and/or give instructions in relation to an FIS Partner’s FIS Functions. All FIS Functions are strictly performed by the FIS Partner.
3. ACCOUNT OPENING
You may create an FIS Account through your PDAX Account. By initializing the FIS Account creation process or creating an FIS Account, you authorize PDAX to transmit any and all information pertaining to or which you provided for your PDAX Account, including personal information and sensitive personal information, as defined under applicable laws and regulations, and identification documents, to the FIS Partner, for the purpose of opening an FIS Account and availing of the FIS Functions. PDAX and the FIS Partner shall separately maintain these pieces of information, and shall each adhere to their separate and independent data privacy protection protocols. Your FIS Account is under the FIS Partner’s control and custody, and is subject to the FIS Partner’s maintenance, safekeeping, and separate terms and conditions.
4. REPRESENTATIONS AND WARRANTIES
In addition to your representations and warranties in the Terms and Conditions, you represent and warrant that:
a. You will not use, misuse, or abuse the FIS Functions, FIS Account, and any aspect of your relationship with the FIS Partner, to circumvent the Terms and Conditions and all rules, policies, and operational guidelines incorporated therein by reference.
b. You represent and warrant that you have sufficient funds and FIS in your FIS Account to perform and execute FIS Functions that you order through your FIS Account. You shall hold PDAX free and harmless from the consequences of any transaction that violates this representation and warranty.
5. DISCLAIMER OF WARRANTIES
To the maximum extent allowed by applicable law and in addition to the express disclaimer of warranties in the Terms and Conditions, PDAX does not warrant:
a. the accuracy, adequacy, reliability, or completeness of any information and materials found on the FIS System, and expressly disclaims liability for errors or omissions therein;
b. that the FIS System is free from any virus or other malicious, destructive, or corrupting code, or program;
c. uninterrupted access to the FIS System, or that it will be free from any errors or downtime;
d. the timeliness, accuracy, quality, completeness, or existence of the content and information posted in the FIS System;
e. that a transaction pertaining to FIS through your FIS Account will push through every time or at the price that you ordered or instructed;
f. that the proceeds of the sale of FIS through your FIS Account will immediately be credited to you;
g. that the FIS will generate income and/or returns, that the FIS will generate income and/or returns in accordance with your expectations, or that the FIS issuer will satisfy the terms of the FIS;
h. that the FIS Partner will accurately, adequately, reliably, or completely perform any of your instructions, as transmitted by PDAX to the FIS Partner; and
i. that the FIS Partner will accurately, adequately, reliably, or completely perform any of your instructions.
These disclaimers shall also apply to any information, software, hardware, or system, provided by the FIS Partner.
6. PDAX SERVICES
a. Instruction Delivery
i. You understand and agree that PDAX merely transmits your instructions pertaining to FIS Functions to the FIS Partner through, among other methods, APIs.
ii. PDAX and the FIS Partner shall not be responsible for any inaccuracy in, error in, miscalculation in, or commercial effects of, your instructions.
iii. If PDAX’s instruction delivery system is subject to a Downtime, you may reach out to the FIS Partner to avail of its FIS Functions through a messenger channel to be provided by the FIS Partner for offline orders. Posted orders shall only be deemed confirmed once the FIS Partner replies. There may be delays in processing of transactions, and posting of account updates and movements during a Downtime.
iv. You shall hold PDAX free and harmless from and waive any claim or action against PDAX arising from the consequences of any transaction executed between you and the FIS Partner during a Downtime.
b. Payment for FIS Functions
i. You shall pay for the purchase of FIS made through your FIS Account by relaying the appropriate instructions, through the PDAX Platform, for the debit of the corresponding amount of Fiat Currency in your PDAX Account. Should any such instructions be received by PDAX, and duly authenticated by PDAX through appropriate procedures, PDAX shall debit the equivalent Fiat Currency from your PDAX Account, and credit the same amount to the FIS Partner as payment.
ii. For this purpose the appropriate amount of Fiat Currency in your PDAX Account will be earmarked for an open FIS buy order you place through your FIS Account, together with the amount of corresponding fees of the FIS Partner. Such earmarked amount corresponding to the order price of the FIS shall be deemed to be effectively in the custody of the FIS Partner for purposes of fulfilling such open FIS buy order on your behalf.
iii. All payment instructions shall be fully pre-funded. PDAX has the right to deduct additional funds from, or return excess funds to, the User’s PDAX Account depending on the final transaction price from the FIS Partner. PDAX may automatically reject a payment instruction if your PDAX Account does not contain sufficient Fiat Currency on top of the Minimum Required Balance, as required under Section 25©(iv) of the Terms and Conditions.
iv. Payment transactions are subject to fees as may be charged by PDAX and/or the FIS Partner
v. PDAX shall not be liable for any delay in the receipt of Fiat Currency payment by the FIS Partner or in complying with the FIS order or instructions
vi. All net proceeds of Fiat Currency from the sale of FIS through your FIS Account by the FIS Partner will be credited to your PDAX Account.
vii. PDAX and/or the FIS Partner may impose transaction limits, as necessary.
7. COMMUNICATIONS AND COMPLAINTS
a. Communications and complaints in relation to FIS Functions, as accessed through the PDAX Platform, may be relayed through PDAX’s customer service channels, in addition to the FIS Partner’s own consumer protection assistance mechanism. Depending on the nature, gravity, or complexity of the concern, your communications and complaints may be solely handled by the FIS Partner’s own customer service channel.
b. You can modify or remove your permissions granted to an FIS Partner or FIS Account through the PDAX Platform. Any modification in your permissions may affect how you access your FIS Account and FIS Functions c. You authorize PDAX to do the following in relation to your FIS Account: view your transactions, view your balance, create an escalation ticket. Nothing in this provision shall limit any of PDAX’s rights and privileges in relation to your PDAX Account under the Terms and Conditions, adverse effects to your FIS Account notwithstanding
8. LIMITATION OF LIABILITY
You agree to hold PDAX free and harmless from any action, claim, liability arising from your activities pertaining to FIS Functions, your FIS Account, the FIS System, and your relationship with the FIS Partner. You agree to hold PDAX free and harmless from any and all consequences of PDAX’s exercise of its rights, privileges, and remedies under the Terms and Conditions and these Rules, including the holding, blocking, freezing, or termination of: [a] your PDAX Account, [b] your access to the FIS Account, FIS Functions, and FIS System via the PDAX Platform.
PDAX reserves the right to recover Fiat Currency and other assets from you should you, for any reason, obtain any in excess of what you are legally or contractually entitled to. This includes those obtained due to errors, malicious actions, or negligence, whether committed by you or a third-party.
If, for any reason, the Fiat Currency in your PDAX Account is insufficient to pay your obligations to PDAX, PDAX may liquidate assets in your PDAX Account, including FIS, and appropriate unsettled amounts due to you, to answer for unpaid obligations. In case PDAX decides to liquidate your FIS and, for any reason, fails to sell the same, PDAX reserves the right to claim the unpaid obligations from you and to enforce other remedies as permitted by law and your agreements with PDAX. You agree that PDAX’s participation in the FIS Services is limited to information and instruction transmission, as a service provider of the FIS Partner.
Sections 24(b)(VII) to 24(d) of the Terms and Conditions shall also apply to transactions involving FIS Functions, insofar as they do not pertain to any material broker dealer activity or service that can only be performed by the FIS Partner.
9. DISPUTE RESOLUTION
a. A dispute pertaining to FIS Functions shall be resolved solely between you and the FIS Partner.
b. Where PDAX is involved in a Dispute between you and the FIS Partner, you agree to negotiate with the FIS Partner and PDAX in good faith to resolve the Dispute, which discussions shall remain confidential and be subject to applicable rules protecting settlement discussions from use as evidence in any legal proceeding, before commencing any arbitration as set out in Clause 16(c) of the Terms and Conditions or any formal litigation, arbitration, or other dispute resolution mechanism under the FIS Partner’s own rules and regulations.
c. In case of any conflict between PDAX’s and the FIS Partner’s dispute resolution procedures, you agree to be bound by the dispute resolution procedures under paragraph 16 of the Terms and Conditions and by any other relevant provisions thereof in relation to PDAX’s Services.
The FIS Partner may charge fees other than those charged by PDAX. Total estimated fees for transactions shall be reflected in the PDAX Platform before you confirm instructions. Additional fees, including broker fees may be charged to you, for which PDAX may hold and appropriate such amounts in Fiat Currency as may be necessary in your PDAX account to satisfy the charges.
11. DATA SHARING CONSENT