Terms of Use

Punto Limited (hereinafter “Punto”) accepts orders to purchase, sell and redeem products offered by Punto such as ownership certificates and precious metals in a secured Peer-to-Peer Platform subject to these Trading Terms and Conditions (these “Terms”).

Any conflicting term contained in the customer’s purchase or sale order, or other method evidencing acceptance, constitutes a proposal to amend these Terms. The proposal shall govern only if expressly accepted in writing by Punto and, unless so accepted by Punto, any conflicting terms are hereby rejected.

1. DEFINED TERMS

In addition to the terms with initial capital letters defined elsewhere in these Terms, the following terms have the following meanings:

1.1 A “Business Day” is a local business day in Hong Kong, excluding public holidays, Saturdays, and Sundays,

1.2 The “Customer” is the Party purchasing Metal in the applicable Transaction.

1.3 A “Confirmation” is a document in whatever form sent by Punto by whatever method (including fax, e-mail, or electronically) recording the existence of your Order. A Confirmation will identify the Metal, quantity, price, total amount, terms of payment, and location of delivery.

1.4 A “Contract” or a “Transaction” means an agreement to purchase or sell an agreed amount of Metal pursuant to an Order and these Terms, as the same may be evidenced by a Confirmation.

1.5 An “Order” is a request to buy or sell Metal, informing Punto of type of Metal, form, quantity, purity, price, total amount, terms of payment, and location of delivery. Unless otherwise agreed, an Order will be a “Market Order,” which is a request for immediate execution, to buy or sell at the then prevailing price.

1.6 A “Party” means you or Punto. The “Parties” means you and Punto.

1.7 An “Account” means any unallocated account that Punto maintains in your name recording the amount of Metal that you have a right to call upon for delivery from time to time in accordance with these Terms.

1.8 “Precious Metal” or “Metal” means Gold, Silver, Platinum, Palladium and other Platinum-group metals.

1.9 “Punto Saving Program” or “PSP” means beneficial ownership certificate fully backed by Gold and/ or Silver bars provided by the a company based in Singapore.

1.10 “Premises,” in relation to Punto, means its location at 21/F, On Hong Commercial Building, 145 Hennessy Road, Hong Kong, or such other location as Punto may designate in writing from time to time.

1.11 The “Seller” is the Party selling Metal in the applicable Transaction.

1.12 “Settlement” is the completion of full payment on the Payment Value Date for and delivery on the Commodity Value Date of Metal covered by a Contract. Delivery of Metal occurs on the “Commodity Value Date” and payment for the Metal occurs on the “Payment Value Date.”

1.13 “Value Date” is the date agreed upon by Parties for the Settlement of a Transaction.

1.14 “Withdrawal Date” is the Business Day on which you wish to withdraw Metal from your Account.

1.15 “Approved Vault” any authorized vault, depository, or other secure facility utilized by Punto for the fulfillment of its custody, storage, and logistics obligations.

1.15 “We,” “us,” and “our” refer to Punto.

1.16 “Website” means a portal accessible through the Internet through which you, upon prior agreement with us, may enter into Contracts and execute transfers among other customer Accounts.

1.17 “You” and “your” refer to you, the customer.

2. ACCOUNT REGISTRATION

2.1 In order to use the services provided by Punto, you must register your account on our website www.puntotc.com

2.2 In order to complete a transaction, the Customer should first notify Punto of the Customer’s intention to fund the account. Fund notifications are not binding and will expire if the transfer is not received by Punto within 7 days of the notification.

Funds in on a Customer’s Punto account cannot be transferred to another Customer or third party.

A Customer can fund an account by domestic, international bank transfer or cryptocurrencies. 

The minimum funding amount for a Punto account is SGD/USD 1,000 per transaction.

2.3 A Customer may withdraw funds from the Customer’s Punto account at any time. A Customer withdrawal request is typically processed within one banking day assuming the Customer has provided Punto with the necessary requested Customer and bank information. In rare cases, withdrawals may take up to six banking days or be further delayed if placed on hold for verification purposes or due to suspicions or abnormal account activity.

3. TRANSACTIONS

3.1 To purchase Precious Metal and/or PSP from Punto, you must tell us the type of Metal you wish to buy or sell by placing an Order through your Punto account. . Precious Metal prices quoted by Punto are indications only and are subject to change to reflect market conditions. The price will be fixed only upon the execution of the applicable Order by Punto. Once an Order is executed by Punto, the executed price is binding regardless of subsequent market fluctuations and you purchase Precious Metals and/or PSP at the quantity and price at the time of your Order submission.

3.2 Punto will send a Confirmation of your Order once it is accepted by Punto. You must review the Confirmation and notify us within one Business Day if you identify an error.

3.3 Where a Value Date falls on a day other than a Business Day, Settlement will be according to the Value Date exceptions listed annually by the London Bullion Market Association on its website.

3.4 Cash payments are prohibited. The price indicated in the Confirmation is only payable via wire transfer, money remittance or cryptocurrencies. The Confirmation price does not include any taxes. You shall either pay such taxes directly, or, upon request by Punto, reimburse Punto for same, unless you provide a tax exemption certificate from the applicable taxing authority.

3.5 If Punto discovers an error or omission in its documents relating to the amount or price of Metal within thirty (30) days of when Punto prepared the applicable documents, Punto may re- compute the purchase price and deliver to you a revised invoice.

3.6 Punto may decline to trade with you in its sole discretion, including, without limitation. We are entitled to establish limits on Transactions entered into through our website for each day, including, without limitation: a maximum limit per day per Metal; and a maximum limit per order per Metal, in each case in our sole discretion and with or without notice to you. Notwithstanding the foregoing, Punto reserves the right to refuse or cancel any buy or sell order in the event that:

a) Your payment order is not received or was canceled/reversed by your financial institution.

b) When the price is incorrect or whatsoever reason including but not limited to computer-related or technical problems or otherwise, pricing error, incorrect item descriptions or sudden movements in the precious metals market or export/import restrictions; or

c) When a buy order is deemed questionable, suspicious or of significant risk to Silver Bullion, in which case Punto will refund in full any monies paid by you.

3.7 Upon cancellation of an order, you shall be liable for any price difference, which shall be the difference between the price at which we sold to you or bought from you and the prevailing market price or prices at the time of the cancellation. If the canceled order is payable with cryptocurrency (e.g. bitcoin), you shall also be liable for any cryptocurrency price difference, which shall be the difference of the cryptocurrency lock-in price and the prevailing cryptocurrency price at the time of the cancellation. For the avoidance of doubt, you shall be liable for the cryptocurrency price difference under this paragraph when:

a) a buy order payable in cryptocurrency is canceled, and the cryptocurrency price has increased from the time of your order to the time of cancellation; and

b) a sell back order payable in cryptocurrency is canceled, and the cryptocurrency price has declined from the time of your order to the time of cancellation.

Any market gain and cryptocurrency price gain by us on cancellations shall not be refunded to you and shall remain our property.

3.8 To comply with applicable anti-money laundering and other laws, as a condition of doing business with Punto, you must provide formal evidence of your identity and business activities, including such documents and certificates as Punto may require. Punto reserves the right to request updated documents from time to time as deemed necessary in its reasonable discretion.

4. GOLD TRANSFER, OWNERSHIP IN VAULT AND REDEMPTION

4.1 You may deposit physical precious metals for conversion to PSP currency. Precious metal transfer is initiated through the website and will be effected upon their deposit in an Approved Vault. Once the PSP currency is credited to your account, you will cease to be the owner of the physical precious metals you deposited but will instead have fractional ownership of the Allocated Gold stored in the Approved Vault.

4.2 The Punto Saving Programs you hold represent your fractional ownership of the Allocated Precious Metals stored in an Approved Vault. As a fractional owner of the Allocated Precious Metals, your ownership rights will be unaffected in the unlikely event that we or the Approved Vault declares bankruptcy and in no event shall it ever be considered or treated as part of the bankrupt estate of Punto or the Approved Vault, as the case may be.

4.3 You may at any time redeem Punto Saving Programs in exchange for any physical Precious Metal product made available on our website, subject to applicable minimum redemption amounts, specific product premiums, processing fees and these Terms.

5. DELIVERY

5.1 Delivery of Precious Metal and/or PSP will occur on the Commodity Value Date as specified in the Confirmation either:

5.1.1 by credit to the Customer’s Account at Punto,

5.1.2 to a third-party account designated by the Customer, or

5.1.3 physically to a carrier designated by the Customer for shipping either to the Customer or to any other party designated by the Customer.

5.2 Deliveries to your Account will be made pursuant to these Terms of Service. If you are the Customer and the Confirmation does not specify otherwise, Punto may deliver the Metal by crediting your Account.

5.3 Physical deliveries shall be accompanied by:

5.3.1 a producer’s or refiner’s certificate of analysis (and an English translation if appropriate),

5.3.2 the following information: type of Metal, form, gross weight, net weight, purity, and

5.3.3 a certification that the Metal conforms to the form and purity as further set forth in Section 5.

5.4 All containers must be sealed and marked with type of Metal, purity, producer and gross and net weights. Acceptance of producer’s or refiner’s certificates that are not listed as good delivery by the London Platinum and Palladium Market or London Bullion Market Association, as applicable, will be solely at our discretion and may be subject to the certification charges. If we refuse any deliveries, we will communicate this immediately to you in writing.

5.5 Each delivery under these Terms is a separate event, and the failure of Seller to make a delivery will not affect these Terms with respect to any other delivery pursuant to these Terms.

5.6 If you as Customer do not designate a carrier, Punto will select the carrier, which will be deemed a carrier designated by you for purposes of these Terms, including Section 5.1.3. Risk of loss and damage for physical shipments will pass to you once the Metal has been made available at the Premises’ dock and signed by your representative or a carrier on your behalf, whether the carrier is selected by you or by Punto.

5.7 The Customer assumes all risks incurred in the use of any Metal delivered under these Terms.

5.8 Upon your payment to Punto in full for any Metal purchased, credited, or delivered under these Terms, or as otherwise agreed in a signed writing by Punto, title to such Metal shall transfer to you. Until you make payment to Punto in full for any Metal purchased, credited, or delivered under these Terms, Punto retains all right, title, and interest in such Metal and you shall neither have any interest in the Metal nor place, cause or permit to be placed any lien, encumbrance, right, claim, or interest on such Metal.

6. FORM AND PURITY

6.1 Unless otherwise agreed in writing by us, all Metals received from you or delivered by us must conform to the following specifications:

6.1.1 Platinum, Palladium, Iridium, Rhodium, or Ruthenium shall be in the form of free-flowing sponge or powder. Platinum and Palladium will be of 99.95% minimum purity; Iridium, Rhodium, and Ruthenium will be of 99.90% minimum purity.

6.1.2 Gold and Silver will be in the form of ingot or grain, at Punto’s option. Gold will be of 99.90% minimum purity; Silver will be of 99.90% minimum purity.

6.2 Punto warrants the purity content of all Metal originating from us or an entity affiliated with us. Punto relies on the assay provided by the producer (such as an entity affiliated with Punto, the mining company, or a third-party refiner), and Metal is sold based on these assays. You may re-assay the Metal. You may inspect and reject Metal for conformity with the specifications set forth in Section 5.1, within ten (10) days of delivery. If you discover Metal that is non-conforming, you must preserve the Metal in its original packaging and notify Punto for instructions for return. If you reject Metal as non-conforming, and we establish that the Metal was of the specified purity, we will assess you a reasonable handling charge. You may not reject any Metal after it’s used, its physical form is changed, or if it is incorporated into a product.

6.3 You warrant the purity content for all Metal delivered to Punto for deposit to your Account by you or by a third party acting on your behalf (other than Punto or an entity affiliated with us). Metal delivered by you that fails to meet the form and purity requirements set forth in Section 6.1 may be accepted by Punto only by special arrangement, subject to additional charges. For example, we may accept Platinum and Palladium in alternative forms such as plate, ingot or other non- sponge forms, subject to additional charges as we specify tied to the element and physical dimensions.

7. DEFAULT PROVISIONS

7.1 A default will be deemed to occur with respect to either Party, if such Party:

7.1.1 fails to make any payment or delivery of Metal on the Payment Value Date or Commodity Value Date, respectively, or otherwise as required under these Terms, unless the failure is remedied on or before the next Business Day for any such payment or the next local delivery day for delivery of the Metal; or

7.1.2 is dissolved; becomes insolvent or unable to pay its debts; makes a general assignment for the benefit of its creditors; institutes or has instituted against it a proceeding seeking a judgment of insolvency, bankruptcy or any similar relief affecting creditors’ rights and such petition, if instituted against it, is not dismissed, discharged, stayed or restrained within five (5) days of its institution; passes a resolution to wind-up or liquidate its business; becomes subject to the administration of an administrator, receiver or similar party (whether voluntarily or involuntarily appointed) for all or substantially all of the Party’s assets; or has a secured party take possession of all or substantially all of its assets.

7.2 A default will be deemed to occur with respect to you, if you:

7.2.1 fail to comply with any agreement or perform any obligation in accordance with: (A) these Terms, (B) any Forward Trade Agreement, if applicable, or (C) the OSE Agreement, if applicable;

7.2.2 fail to honor our request to “Buy or Return” shipped Metal within two (2) days of our request;

7.2.3 disaffirm, disclaim, repudiate or reject, in whole or in part, a Transaction and these Terms;

7.2.4 otherwise fail to provide to Punto, upon Punto’s request, adequate assurance of your ability to satisfy your obligations to Punto under these Terms and all Transactions in a manner reasonably satisfactory to Punto; or

7.2.5 breach any representation or warranty made to Punto; or

7.2.6 breach any other agreement between you and Punto or any of its affiliates.

8. REMEDIES

8.1 If either Party defaults by failing to pay for Metal by the Payment Value Date, the non-defaulting Party may recall or reverse any delivery to the defaulting party’s Account. In addition, if you default by failing to pay Punto any amount after receiving physical delivery of Metal from us, Punto may retake possession of the Metal, retrieve and otherwise protect its right, title, and interest in the applicable Metal. You agree that Punto retains all right, title, and interest in such Metal, and to release such Metal to Punto’s possession immediately. You will be deemed to receive physical delivery of Metal if we deliver it on your behalf to a third-party (which in this case also includes any entity affiliated with us). You will be liable for all costs we incur in pursuing these remedies.

8.2 If either Party defaults by failing to deliver Metal by the Commodity Value Date, the non- defaulting Party may:

8.2.1 reverse the Transaction and buy replacement Metal for cover, with the defaulting Party paying all cover damages, including for any change to value of Metal resulting in a loss to the non- defaulting Party, or

8.2.2 agree to substitution of Metal at a different value, with the defaulting Party paying all additional costs.

8.3 If you fail to settle (pay or deliver) on the Payment Value Date or Commodity Value Date, as the case may be, under a Forward Contract, Punto may terminate the Forward Contract immediately upon notice, and you will be liable to us for any loss to Punto caused by your failure to settle (including, as an example, the difference between the then market and contract price). Upon such termination, Punto will not be required to make any further payments or deliveries under the terminated Forward Contract, without prejudice to its other rights under these Terms.

8.4 If you default, we may, at our sole discretion, and with notice to you (except in the case of default under Section 6.1.2, in which case no notice is required), do any of the following: perform (and seek performance of), void, terminate, or accelerate any, some, or all open Contracts and Forward Trade Agreements (separately and together).

8.5 Further, without limiting any other remedy, we may, at our sole discretion, and with notice to you (except in the case of default under Section 6.1.2, in which case no notice is required) accelerate and liquidate any or all Transactions as follows:

8.5.1 by closing out each Transaction being liquidated, so that each such Transaction is canceled except for a Settlement Payment (as defined below) for that Transaction, and

8.5.2 by setting off (A) all Settlement Payments which we owe to you as a result of such liquidation, plus any or all collateral then held by us and/or any or all other obligations which we owe to you under or relating to any Transaction or any agreement between you and us (whether or not then due), against (B) all Settlement Payments which you owe to us as a result of such liquidation, plus any or all collateral then held by you and/or any or all other obligations which you owe to us under or relating to any Transaction or any agreement between you and us (whether or not then due), so that all such amounts and obligations are netted to a single liquidated settlement amount payable by one Party to the other Party.

8.5.3 A “Settlement Payment,” with respect to a Transaction, means the losses and costs (or gain) at such time, expressed in U.S. Dollars, as a result of the termination of such Transaction, including (at our election but without duplication) all losses and costs as a result of maintaining, terminating and/or re-establishing any hedge or related trading positions, in each case as determined by us in a commercially reasonable manner. The Settlement Payment shall be due to us if it reflects a loss and shall be due from us if it reflects a gain. In making this calculation, we

(A) need not actually enter into any replacement transaction, (B) will discount to present value in a commercially reasonable manner any amount which would be due at a later date and (C) will add interest (at a rate determined in the same manner) to any amount originally due prior to the date of calculation.

8.6 The specific remedies in this Section 7 do not eliminate or limit any other possible remedies.

9. FORCE MAJEURE

A Party may only be excused for its failure to make or accept any delivery under these Terms for up to ten (10) days in the event outside of its control, including in the event of a strike, fire, flood, war, riot, terrorism, accident, epidemic, explosion, lack of available transportation, carrier delays, embargoes, actions by government or other authority, delays in permits or other approvals, commercial impossibility, or any other cause beyond its control (a “force majeure event”). In the event of a force majeure event, the Party claiming force majeure must immediately inform the other Party, and, if such Party cannot cure that force majeure event within such ten (10) day period, although such Party is not in default under Section 6, the other Party can treat that non- delivery as if it were a default and exercise remedies under Section 7, but limited solely to the non-delivery affected by that force majeure event.

10. REPRESENTATIONS, DISCLAIMERS, WARRANTIES

10.1 On delivery of any Metal to you or deposit of any Metal by us into your Account, in each case pursuant and subject to our sale of such Metal to you and your payment in full to us for such Metal under a Transaction in accordance with Section 4.8 of these Terms, legal and beneficial title to such Metal will pass to you free and clear of any contingent or existing charges, pledges, mortgages, securities, encumbrances, liens or other third party rights or claims of any type.

10.2 We have the necessary authority, power, consents, licenses and authorizations and have taken all necessary action to enable us to enter into and perform our duties and obligations under these Terms.

10.3 The persons entering into and performing our duties and obligations under these Terms on our behalf have been duly authorized to do so.

10.4 The Metal physically delivered to you will conform to the description in the billing document. For non-conforming Metal, your sole remedy is to return the Metal for replacement by us within ten (10) days of delivery of such Metal to you. WE MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANT ABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE HEREBY DISCLAIMED. NO MODIFICATION OR ALTERATION OF THE FOREGOING WARRANTY AND LIMITATION OR REMEDIES PROVISIONS WILL BE VALID OR ENFORCEABLE UNLESS SET FORTH IN A WRITTEN AGREEMENT SIGNED BY US.

10.5 You represent and warrant that on delivery of any Metal by you to Punto, or withdrawal of Metal by Punto from your Account, in each case pursuant to your sale of the Metal to Punto under a Transaction, legal and beneficial title to such Metal will pass to Punto free and clear of any contingent or existing charges, pledges, mortgages, securities, encumbrances, liens or other third party rights or claims of any type (excluding any such charges, pledges, mortgages, securities, encumbrances, liens or claims that Punto may have on Metal withdrawn from your Account).

10.6 You have the necessary authority, power, consents, licenses and authorizations and have taken all necessary action to enable you to enter into and perform your duties and obligations under these Terms.

10.7 The persons entering into and performing your duties and obligations under these Terms on your behalf have been duly authorized to do so.

10.8 All statements, reports and documents you furnished or made to us, when furnished or made, were complete and correct in all material respects to the extent necessary to give Punto true and accurate knowledge of the subject matter of such statements, reports, and documents in all material respects, and did not, as of the date so furnished or made, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein not misleading in light of the circumstances in which the same were made.

11. INDEMNIFICATION BY CUSTOMER

You will indemnify and defend Punto, its affiliates and its and their officers, directors, employees, agents and licensors on demand for and against all costs and expenses (including attorney’s fees), direct damages, liabilities and losses which we or they may suffer or incur, directly or indirectly, in connection with these Terms (collectively, “Losses”), except to the extent such Losses are due directly to our or our affiliate’s intentional misconduct or gross negligence.

12. LIMITED LIABILITY

The total aggregate liability (whether in contract, tort or otherwise) for Punto, its affiliates and its and their officers, directors, employees, agents and licensors in respect of any and all claims under these Terms or any Contract is limited to the amount equal to the value of the Metal deposited by you and not returned to you for any reason. The value of such Metal shall be calculated with reference to: (A) the price published by the London Bullion Market Association for Gold and Silver; (B) the price published by the London Platinum and Palladium Market for Platinum and Palladium; and (C) the Engelhard Industrial Bullion Price for the iliquid Metals such as Iridium, Rhodium and Ruthenium, in each case on the Business Day immediately succeeding the day on which your claim is made. At our sole option, we may either replace such Metal or provide monetary compensation for the value of such Metal. YOUR SOLE REMEDY IS THE REPLACEMENT OF YOUR METAL OR RETURN OF VALUE BY PUNTO PURSUANT TO THIS SECTION 12. IN NO EVENT WILL PUNTO, ITS AFFILIATES OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, NOR WILL IT BE LIABLE FOR DAMAGES FOR LOSS OF PROFITS, REVENUE OR USE OR OTHER BUSINESS INTERRUPTION DAMAGES INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. CONFIDENTIALITY

Each Party will respect the confidentiality of information acquired from the other Party under these Terms. Neither Party will, without the consent of the other, disclose to any other person any information acquired under these Terms. Each Party understands and accepts, however, that from time to time either Party may be required by law, or requested by a government department or agency, fiscal body or regulatory authority, to disclose information acquired under these Terms. In addition, the disclosure of such information may be required by a Party’s auditors, by its legal or other advisors or by an affiliated entity. Each Party authorizes the other to make such disclosures without further consultation with the other Party.

14. DISCLAIMER

Punto does not intend to provide legal, tax, or investment advice; nor should any communication, whether oral, written or electronic, between you and us be construed as a recommendation by us to engage in any Transaction with us or with any third party. Commodities like precious metals are inherently risky to trade, and you are solely responsible for determining whether any purchase, sale, or related Transaction is appropriate based on your own financial circumstances.

15. NOTICES

Notices must be in writing and sent as an e-mail attachment (for rejections or complaints about Metal, notice must be sent as an e-mail attachment). All notices are deemed given on receipt or (if the intended recipient or his agent refuse to accept the notice) at the time of such refusal. All notices to us to shall be sent to Punto Limited through our website contact form. Your address for notice will be as indicated in our records. Either Party can change its address, fax or e-mail address by notice to the other Party.