Legal & Privacy
1. Introduction
a. This addendum applies in relation to the Master Services Agreement or Circle Mint User Agreement (the “Agreement”) entered into between Circle Internet Singapore Pte. Ltd. (“Circle SG”) and a customer in Singapore (the “Addendum”). In this Addendum, “you”, “your”, and any other cognate terms are a reference to such a customer in Singapore. Where there is an overlap and/or conflict between the terms of the Agreement and the Addendum or where the terms of the Agreement are silent on a particular matter but such matter is covered by the terms of the Addendum, the terms set out in the Addendum shall prevail.
b. This Addendum sets out the Singapore-specific terms to which a customer in Singapore agrees or consents, as the case may be, and contains the disclosures with which Circle SG must comply as a matter of its obligations under the Payment Services Act 2019 (“PS Act”) and the Payment Services Regulations (“PSR”), notices and guidelines promulgated thereunder.
c. Circle SG is a holder of a major payment institution license (“MPIL”) issued by the Monetary Authority of Singapore (“MAS” or the “Authority”), for providing an account issuance service, domestic money transfer service, cross-border money transfer service, and digital payment token service, as such terms are defined under the PS Act.
d. To avoid doubt, the contracting party for customers in Singapore in relation to this Agreement is Circle SG and not any other related corporation affiliated with Circle SG, including any parent company or sister company. Notwithstanding anything to the contrary in the Agreement or any reference to any other regulatory approval which may be held by, or the laws of any other jurisdiction which may be applicable to, any other related corporations affiliated with Circle SG, it is Circle SG and not any other related corporation of Circle SG which holds an MPIL issued by the MAS for providing regulated “payment services” under the PS Act. In addition to the PS Act, Circle SG is also subject to the Financial Services and Markets Act 2022 and the sanctions regulations promulgated thereunder, the Corruption, Drug Trafficking and other Serious Crimes (Confiscation of Benefits) Act 1992, the Terrorism (Suppression of Financing) Act 2002, and all other laws, regulations, notices, guidelines or circulars in Singapore which may be applicable from time to time, whether relating to anti-money laundering and countering the financing of terrorism or otherwise.
e. As a corollary, no other Circle entity purports to provide, or targets, markets or solicits, to persons in Singapore, any regulated “payment service” under the PS Act.
2. Safeguarding of money received from customer
a. Under section 23 of the PS Act, Circle SG is subject to the requirement to ensure that, no later than the next business day after any relevant money is received from you or on your account, the whole or such part, as may be prescribed, of the relevant money, is safeguarded. For these purposes, “relevant money” —
i. means any money that is received by Circle SG from you, or on your account, in respect of the provision of its domestic money transfer service and cross-border money transfer service, and that Circle SG continues to hold at the end of each business day;
ii. does not include all of the following —(a) any money paid to Circle SG to reduce the amount owed to Circle SG by you;(b) any money that is repaid by Circle SG to you;(c) any money which is paid to Circle SG, or which Circle SG has informed you will be used, to defray any fee or charge imposed by Circle SG for providing any payment service to you;(d) in the context of a domestic money transfer service provided to you by Circle SG, any money that is paid to, and received by, a recipient in accordance with your instructions to Circle SG;(e) in the context of a cross-border money transfer service provided to you by Circle SG, any money that is paid to a recipient in accordance with your instructions to Circle SG, whether or not the recipient has received that money;(f) any money paid to any other person that is entitled to the money.
With reference to regulation 16(4) of the PSR, you hereby agree with Circle SG that all interest earned from the maintenance of relevant moneys received by Circle SG from you, or on your account, in a trust account does not accrue to you. In other words, all such interest shall be retained by Circle SG and to avoid doubt shall not constitute “relevant money” liable to be safeguarded under section 23 of the PS Act.
b. Circle SG safeguards your relevant money by depositing the relevant money in a trust account maintained with a safeguarding institution. The safeguarding institution with whom Circle SG maintains this trust account is Standard Chartered Bank (Singapore) Limited, a qualifying full bank in Singapore.
c. The relevant money received from you will be deposited in a trust account together with, and commingled with, the relevant money received by Circle SG from its other customers. Since your assets are in an omnibus account and not separated from other customers’ assets, Circle SG maintains records of your interest in the assets that have been commingled.
d. In the event that Standard Chartered Bank (Singapore) Limited becomes insolvent, you may not be able to fully recover the relevant money held in the trust account. Any shortfall in the relevant money may be shared among you and other customers of Circle SG (and/or the customers of Standard Chartered Bank (Singapore) Limited).
e. All customer cryptocurrency funds deposited with Circle SG are stored in omnibus hot and cold wallets managed by Circle SG. We do not provide customers with their own encryption keys. You are allocated one or more deposit addresses, and customers can deposit cryptocurrency funds to your Circle Mint accounts by sending funds to those deposit addresses. When Circle SG receives funds (e.g., via a bank wire transfer), Circle SG credits your Circle Mint account in our internal ledger with the funds and sweep the funds from their deposit address into the appropriate omnibus hot wallet. Full encryption is applied for both hot and cold wallets. All encryption keys for hot wallets are managed by Circle SG using the AWS Key Management Service (KMS). Circle SG uses cryptographically secure random number generators for key creation. Keys are fully encrypted and access to keys is limited to authorized microservices within Circle SG’s AWS environment. There is no direct interactive access with the exception of a “break glass” procedure that would allow an administrator to access the key environment. This access requires multi-factor authentication and is limited to two individuals. Additionally, any access triggers an alert to the information security team and is followed up on immediately. Circle SG does not provide or custody client private keys for Circle Mint. Keys are managed exclusively by Circle SG. The USDC that Circle SG holds that is not in circulation is currently stored in both our omnibus hot wallets and cold storage vault wallets. The cold wallets and the hardware required to access them are completely offline and located in multiple, redundant, secure facilities. Hot to cold (and cold to hot) transfers require multiple levels of authentication and operational controls and are fully encrypted. Circle SG directly manages all keys used for cold storage. Additionally, Circle SG has a robust cybersecurity program in place that provides defense-in-depth against cyberattacks.
f. Both hot wallet and cold wallet keys are stored outside of Singapore in other jurisdictions, which may have laws and practices different from the laws and practices of Singapore. That may affect your ability to recover your assets. Any movement of funds between hot wallets and cold wallets are controlled by Circle SG senior managers and personnel within Singapore.
3. Fees and Charges
a. In order that you, as a customer or potential customer of Circle SG, would have notice of the following information before using any payment service provided by Circle SG, Circle SG notes —
i. The exchange rate which Circle SG is offering for a payment transaction, to the extent any currency conversion is performed by Circle SG in providing a domestic money transfer service or cross-border money transfer service will be determined (a) if Customer executes the transaction within a time period specified by Circle SG during an exchange rate quote, at the time of transaction or (b) if Customer does not execute the transaction within the time period specified by Circle SG during an exchange rate quote, by a third party at a later date.
ii. The exchange rate which Circle SG is offering in respect of any purchase or sale of a digital payment token will be determined by a third party.
b. There are no additional fees or costs to you associated with Circle SG’s safeguarding of digital assets.
4. Normal business days and hours
a. Our normal business days and hours, and any changes thereto, will be on or about 9:00 am to 5:00 pm SGT (GMT+8). You agree that this Agreement shall be sufficient notice to you of our normal business days and hours, and any changes to the same.
b. Circle SG will maintain personnel at its permanent place of business in Singapore to address any queries or complaints during normal business hours.
5. Risk Warning Statement - Digital Payment Token Services
The Monetary Authority of Singapore (MAS) requires us to provide this risk warning to you as a customer of a digital payment token (DPT) service provider.
Before you (a) pay your DPT service provider any money or DPT or (b) pay a third party any money or DPT under an arrangement by your DPT service provider , you should be aware of the following.
a. Your DPT service provider is licensed by MAS to provide DPT services. Please note that this does not mean you will be able to recover all the money or DPTs you paid to your DPT service provider or any other third party referred to above, if your DPT service provider’s or the third party’s business fails.
b. You should be aware that MAS does not supervise or regulate your DPT service provider for the provision of unregulated services. This includes any service of trading digital payment token derivatives such as futures.
c. You should not transact in the DPT if you are not familiar with this DPT. This includes how the DPT is created, and how the DPT you intend to transact is transferred or held by your DPT service provider.
d. You should be aware that the value of DPTs may fluctuate greatly. You should buy DPTs only if you are prepared to accept the risk of losing all of the money you put into such tokens.
e. You should be aware that your DPT service provider, as part of its license to provide DPT services, may offer services related to DPTs which are promoted as having a stable value, commonly known as “stablecoin”.
6. Rights of Third Parties
Any person or entity who is not a party to the Agreement shall have no right under the Contracts (Rights of Third Parties) Act 2001 (or any equivalent laws anywhere in the world) to enforce any term of the Agreement, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, nothing in this clause shall affect the rights of any permitted assignee or transferee of the Agreement.