1. Introduction and Scope

These Terms and Conditions (the “Terms”) govern the provision of discretionary portfolio management, investment advisory, dealing in securities and related services (the “Services”) by VELBRIDGE ASSET MANAGEMENT (the “Company”) to each client (the “Client”).
The Terms form part of the overall agreement between the Client and VELBRIDGE ASSET MANAGEMENT, together with any account opening documents, investment profile or suitability questionnaire, fee schedule, and specific mandates or side letters agreed in writing (collectively, the “Agreement”).

2. Regulatory Status and Client Classification

VELBRIDGE ASSET MANAGEMENT is a corporation licensed by the Securities and Futures Commission of Hong Kong (the “SFC”) to carry on Type 1 (Dealing in Securities), Type 4 (Advising on Securities) and Type 9 (Asset Management) regulated activities under the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (“SFO”), with Central Entity number BPD344.
VELBRIDGE ASSET MANAGEMENT will classify the Client in accordance with applicable Hong Kong laws and SFC rules and codes, and that classification (for example, professional investor or non‑professional investor) will determine the level of protection and disclosures to which the Client is entitled.

3. Services Provided

VELBRIDGE ASSET MANAGEMENT may provide one or more of the following Services as agreed with the Client in writing:

• Discretionary portfolio management (Type 9 asset management), where VELBRIDGE ASSET MANAGEMENT manages all or part of the Client’s portfolio with authority to make investment decisions without prior reference to the Client, within the agreed investment objectives and restrictions.
• Non‑discretionary investment advisory (Type 4 advising on securities), where VELBRIDGE ASSET MANAGEMENT provides investment advice or recommendations in relation to securities but the Client retains decision‑making authority over all transactions.
• Dealing in securities (Type 1), whether on an execution‑only basis or in conjunction with advisory or discretionary mandates, as described in the Agreement.

VELBRIDGE ASSET MANAGEMENT may also provide incidental or ancillary services, including reporting, trade execution through third‑party brokers, and coordination with custodians and other service providers, as may be described in the Agreement.
VELBRIDGE ASSET MANAGEMENT does not provide legal, tax or accounting advice; the Client should obtain independent advice on such matters.

4. Discretionary Management Authority

Where the Client appoints VELBRIDGE ASSET MANAGEMENT on a discretionary basis, the Client authorises the Company to manage all or part of the portfolio (the “Portfolio”) at VELBRIDGE ASSET MANAGEMENT’s discretion, including the power to purchase, sell, subscribe for, exchange or otherwise deal in investments, to hold cash, and to give instructions to brokers, custodians and other counterparties on the Client’s behalf.
VELBRIDGE ASSET MANAGEMENT will exercise this authority in accordance with the Client’s investment objectives, risk tolerance and stated investment restrictions, as recorded in the investment profile, mandate or similar document and as amended from time to time.

5. Investment Objectives, Risk Profile and Restrictions

Before providing Services, VELBRIDGE ASSET MANAGEMENT will request information on the Client’s financial situation, investment objectives, risk tolerance, investment experience and knowledge, and any specific investment restrictions (such as excluded asset classes, issuers or products).
The Client undertakes to provide complete, accurate and up‑to‑date information and to notify VELBRIDGE ASSET MANAGEMENT promptly of any material changes; failure to do so may affect the suitability of the Services and transactions executed for the Client.

6. Suitability and Appropriateness

Where required by applicable regulations, VELBRIDGE ASSET MANAGEMENT will assess the suitability or appropriateness of Services or transactions for the Client based on the information provided by the Client.
If the Client fails to provide sufficient information, or provides information that is incomplete or outdated, VELBRIDGE ASSET MANAGEMENT may be unable to determine suitability or may be restricted from providing certain Services or executing certain transactions.

7. Nature of Advice and No Guarantee of Performance

Any investment advice, recommendation or portfolio decision provided by VELBRIDGE ASSET MANAGEMENT is based on judgement at the time and on information reasonably available, but does not constitute a guarantee of performance or protection against loss.
Past performance is not a reliable indicator of future results, and the value of investments and the income from them can fall as well as rise; the Client may not recover the amount originally invested.

8. Execution, Brokers and Counterparties

VELBRIDGE ASSET MANAGEMENT may execute transactions through third‑party brokers, dealers, custodians, counterparties and trading venues that it selects in good faith, including affiliated entities where permitted by law and disclosed as required.
VELBRIDGE ASSET MANAGEMENT will take reasonable steps to obtain best execution in accordance with its execution policy, a summary of which will be provided to the Client upon request or as required by regulations.

9. Custody and Safekeeping of Assets

Client assets may be held by third‑party custodians, banks or other regulated entities in the Client’s name or in omnibus accounts, subject to applicable laws and market practices.
VELBRIDGE ASSET MANAGEMENT will exercise due care in selecting and monitoring such custodians but does not guarantee their performance, solvency or compliance, and the Client bears any resulting custody risks except where caused by VELBRIDGE ASSET MANAGEMENT’s fraud, wilful misconduct or gross negligence.

10. Valuation and Reporting

VELBRIDGE ASSET MANAGEMENT will arrange periodic valuation of the Portfolio and provide the Client with portfolio statements and performance reports at intervals specified in the Agreement or required by law.
Valuations will be based on market prices where available, or on pricing models, quotes from counterparties or other reasonable methods where market prices are not readily observable, which may result in estimates that differ from actual realisation values.

11. Fees, Charges and Expenses

The Client agrees to pay VELBRIDGE ASSET MANAGEMENT the management, advisory and other fees set out in the applicable fee schedule or separate agreement, which may include management fees, performance fees, transaction‑based charges and other service charges.
VELBRIDGE ASSET MANAGEMENT may deduct fees and charges directly from the Portfolio or Client accounts, and the Client is responsible for all third‑party costs and expenses associated with the Portfolio, including brokerage, custody, fund charges and taxes.

12. Conflicts of Interest

VELBRIDGE ASSET MANAGEMENT maintains policies and procedures to identify, manage and, where appropriate, disclose conflicts of interest that may arise between VELBRIDGE ASSET MANAGEMENT, its staff and the Client, or between different clients.
Where conflicts cannot be fully avoided, VELBRIDGE ASSET MANAGEMENT will act honestly, fairly and in the best interests of the Client and the integrity of the market, and may disclose relevant conflicts to the Client as required by applicable regulations.

13. Use of Delegates and Third Parties

VELBRIDGE ASSET MANAGEMENT may delegate all or part of the management, advisory, execution or administration services to third parties, including affiliated entities, provided it remains responsible to the Client for the proper performance of the delegated functions to the extent required by law.
The Client authorises VELBRIDGE ASSET MANAGEMENT to share information with such delegates and service providers as reasonably necessary to perform the Services, subject to confidentiality and applicable data protection obligations.

14. Representations and Warranties of the Client

The Client represents and warrants on a continuing basis that:

• The Client has full power and authority to enter into and perform the Agreement and to invest in the Portfolio.
• The assets in the Portfolio are free from any lien or encumbrance (other than as disclosed) and are beneficially owned by the Client or authorised beneficial owner.
• The Client understands and accepts the risks associated with the Services and investments.

The Client undertakes to notify VELBRIDGE ASSET MANAGEMENT promptly if any of these representations become untrue or misleading.

15. Risk Disclosures

Investments may involve various risks, including market risk, credit risk, interest rate risk, foreign exchange risk, liquidity risk, leverage risk, derivatives risk and operational risk, among others.
Certain investments or strategies (for example, derivatives, structured products, emerging markets, illiquid or unlisted securities, or funds employing leverage) may be subject to heightened risks that can result in substantial or total loss of capital.

16. Tax and Legal Matters

The Client is solely responsible for obtaining independent tax, legal and accounting advice in relation to the Services and investments, including the tax treatment of income, gains and losses and any reporting obligations.
VELBRIDGE ASSET MANAGEMENT does not provide tax or legal advice and makes no representation as to the tax consequences of any investment; tax treatment may depend on the Client’s individual circumstances and may change over time.

17. Communications and Instructions

VELBRIDGE ASSET MANAGEMENT may rely on instructions that it reasonably believes to have been given by the Client or an authorised representative via any agreed communication channel, including in writing, electronically or by telephone (which may be recorded).
The Client is responsible for ensuring that its contact details and authorised signatory information remain accurate and up to date and acknowledges that communications may be subject to interception, error or delay inherent in communication networks.

18. Confidentiality and Data Protection

VELBRIDGE ASSET MANAGEMENT will treat Client information as confidential and will not disclose such information to any person, except where required or permitted by applicable laws and regulations in Hong Kong, where necessary for the performance of the Services, or where the Client has consented.
VELBRIDGE ASSET MANAGEMENT will process personal data in accordance with applicable data protection laws and its separate Data Protection and Privacy Policy, which sets out how personal data is collected, used, stored, transferred and protected and the rights of data subjects; this policy is available on the website for review.

The Client understands and agrees that the use of any of your facilities and services and all account(s) opened by the Client will be governed by the Policy Statement relating to the Personal Data (Privacy) Ordinance (“PDPO Policy”) available on the website maintained by VELBRIDGE ASSET MANAGEMENT. The Client hereby understands that the PDPO Policy contains the Company policies and practices from time to time in force relating to personal data, including without limitation its collection, use, possession, dispatch, transmission, access and correction and other matters incidental thereto.

19. Anti‑Money Laundering and Sanctions

Provision of Services is subject to completion of customer due diligence and ongoing monitoring in accordance with applicable anti‑money laundering, counter‑terrorist financing and sanctions requirements in Hong Kong and other relevant jurisdictions.
VELBRIDGE ASSET MANAGEMENT may request information and documentation to verify the Client’s identity, source of funds and source of wealth and may decline to act, suspend Services or terminate the relationship if required information is not provided or if VELBRIDGE ASSET MANAGEMENT is required to do so by law or regulation.

20. Regulatory Compliance and Hong Kong Laws

The provision of Services is subject to the SFO, its subsidiary legislation, SFC Codes and Guidelines (including, where applicable, the Code of Conduct for Persons Licensed by or Registered with the SFC and the Fund Manager Code of Conduct) and other relevant laws and regulations.
VELBRIDGE ASSET MANAGEMENT will act honestly, fairly and in the best interests of its clients and the integrity of the market and will comply with applicable regulatory requirements in its dealings with the Client.

21. Liability and Indemnity

VELBRIDGE ASSET MANAGEMENT will act honestly, with reasonable skill, care and diligence in providing the Services, but will not be liable for any loss, cost or expense suffered by the Client arising from market movements, investment losses or any act or omission of third‑party service providers, except to the extent caused by VELBRIDGE ASSET MANAGEMENT’s fraud, wilful misconduct or gross negligence.
The Client agrees to indemnify and hold harmless VELBRIDGE ASSET MANAGEMENT and its officers, employees and agents from and against any liabilities and expenses arising from the Client’s breach of the Agreement or applicable law, except to the extent arising from VELBRIDGE ASSET MANAGEMENT’s fraud, wilful misconduct or gross negligence.

22. Term and Termination

The Agreement enters into force on acceptance by VELBRIDGE ASSET MANAGEMENT and continues until terminated by either party in accordance with this clause.
Either party may terminate the Agreement by giving written notice (for example, 30 days) to the other party; termination does not affect rights, obligations or liabilities accrued prior to the effective date of termination, and VELBRIDGE ASSET MANAGEMENT may continue to take steps reasonably necessary to protect the Client’s interests during an orderly wind‑down of the Portfolio.

23. Amendments

VELBRIDGE ASSET MANAGEMENT may amend these Terms or other parts of the Agreement to reflect changes in law, regulation, market practice, technology or the Services, by giving the Client prior notice as required by applicable regulations.
If the Client does not accept the proposed changes, the Client may have the right to terminate the Agreement before the effective date of the amendments; continued use of the Services after that date may be deemed acceptance of the amendments. If the Client wishes to cancel the use of Services at any point, the Client shall notify VELBRIDGE ASSET MANAGEMENT as soon as reasonably practical. 

24. Set‑off and Lien

VELBRIDGE ASSET MANAGEMENT may, to the extent permitted by law, exercise a right of set‑off or combination of accounts in respect of any amounts owed by the Client to VELBRIDGE ASSET MANAGEMENT and may retain a general lien over assets held for the Client until all outstanding amounts have been paid.
VELBRIDGE ASSET MANAGEMENT will notify the Client of the exercise of such rights where required by applicable law.

25. Assignment

The Client may not assign, transfer or otherwise dispose of any of its rights or obligations under the Agreement without VELBRIDGE ASSET MANAGEMENT’s prior written consent.
VELBRIDGE ASSET MANAGEMENT may assign or transfer its rights and obligations under the Agreement to an affiliate or successor entity in connection with a reorganisation or business transfer, subject to providing any required notice and obtaining any necessary regulatory approvals.

26. Governing Law and Jurisdiction

The Agreement, and any non‑contractual obligations arising out of or in connection with it, will be governed by and construed in accordance with the laws of Hong Kong.
The courts of Hong Kong will have non‑exclusive jurisdiction to settle any disputes arising out of or in connection with the Agreement, without prejudice to any mandatory rights the Client may have under applicable law. The use of this site shall be governed by laws of the Hong Kong Special Administrative Region.

27. Complaints and Investor Protection

Information on how to lodge a complaint and how VELBRIDGE ASSET MANAGEMENT will handle complaints, including response timelines and escalation options, will be provided separately or upon request and may be updated from time to time.
Where applicable, the Client may have access to statutory dispute resolution schemes or investor compensation arrangements in Hong Kong, subject to eligibility criteria under local law.

28. Entire Agreement and Severability

The Agreement constitutes the entire agreement between VELBRIDGE ASSET MANAGEMENT and the Client in relation to the Services and supersedes any prior understandings or representations relating to its subject matter.
If any provision of the Agreement is found to be invalid or unenforceable, that provision will be modified to the minimum extent necessary or severed, and the remaining provisions will continue in full force and effect. 

Certain sections or pages on this site may contain separate Terms and Conditions, which are in addition to these Terms and Conditions. In the event of a conflict, the additional Terms and Conditions will govern for those sections or pages.

29. Availability

This site is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation.

Additional Terms

30. Contact Us

Should the Client have any questions or concerns regarding to your accounts or requires assistance to the Services provided, please contact your banker immediately.