• 1. Purpose

This policy applies to UBank Connect, as well as to its branches, subsidiaries, and affiliates (collectively referred to as “UBank Connect” or “UBank Connect”). UBank Connect must receive or hold clients’ money only in accordance with this policy.
Where any member of the UBank Connect is authorized by particular rules or regulations in such jurisdiction, any monies received or held which are business clients’ money must be dealt with in accordance with such rules and regulations, which takes precedence over the requirements of this policy.

This policy primarily describes the duties of UBank Connect and the UBank Connect Group.

2. Policy Statement
UBank Connect requires all the members of UBank Connect holding any Clients’ Money on behalf of a client to comply with this policy in its entirety.

3. Definition of Terms

• Banks shall generally refer to financial institutions that accept deposits from the public and create credit.
• Client Bank Account shall refer to an account at a bank in the name of the client designated by the name of a specific client or by a number or letters allocated to that account which, in all cases, includes the word client in its title.
• Clients’ money means money of any currency (whether in the form of cash, checks, draft, or electronic transfer) that UBank Connect holds or receives for or from a client. This includes money held by a member as a stakeholder, which is not immediately due and payable on demand to UBank Connect for its own account. Clients’ money must be held in the currency in which it was received unless the client instructs otherwise in writing.
  UBank Connect sometimes has power or control over a client’s own account. Even though this does not strictly meet the definition of Clients’ money, UBank ensures that it has the specific written authority of the client acknowledged by the Connect must bank before exercising the authority, and it must maintain adequate records of the transactions it undertakes.
  • For the purpose of this policy, clients’ money does not include:
    • Fees identifiable as an advance payment for agreed professional work; and
    • A check or draft received by UBank Connect, which is drawn in favor of a client or third party.
• Mixed Monies means monies received (whether in the form of cash, check, draft, or electronic transfer) or held by UBank Connect which comprise or include Clients’ money and money due to UBank Connect.

4. Client Identification

Before holding any Clients’ money on behalf of a client, UBank Connect must first verify the identity of the client.

Guidance
Converting or concealing criminal property or terrorist funds, for example by allowing them to be passed through a client’s money account, is a criminal offense. However, no offence is committed if a prompt report is made, when this is suspected, to the law enforcement authorities and their permission obtained to continue the transaction. More guidance on the recognition of when this might be the case, and advice on reporting money laundering suspicions, is contained in UBank Connect’s Anti-Money Laundering and Counter-terrorist Financing Policies.

Where Clients’ money is held for the first time after the implementation date of this policy, on behalf of someone who was already a client at that date, UBank Connect should consider carefully if it has sufficient evidence of the client’s identity from previous dealings.

Under UBank Connect’s Anti-Money Laundering and Counter-terrorist Financing Policies and the UBank Connect’s respective manuals implementing the same in particular jurisdictions, UBank Connect must verify the identity of all new clients. This would meet the identification requirements outlined above.

5. Opening a Settlement Bank Account

All money, including clients’ money, received in relation to the transaction must be held in UBank Connect’s settlement bank account. Where UBank Connect receives or holds clients’ money or mixed monies or monies which it is required to pay into a client account, it must take note of the clients’ bank accounts. UBank Connect must take note that a client may maintain one or more client bank accounts as appropriate and should, therefore, consider the necessary bank details.

On opening a settlement bank account, UBank Connect must notify the bank that:

• All money standing to the credit of that account is held by UBank Connect as clients’ money and the bank is not entitled to combine the account with any other account or exercise any right to set off or counterclaim against money in that account in respect of any money owed to it on any other of UBank Connect’s accounts;
• Interest payable on the money in that account, if any, must be credited to that account;
• The bank must describe the account in its records to make it clear that the money in the account does not belong to UBank Connect; and
• The bank must acknowledge in writing that it accepts these terms.

For a settlement account located in any jurisdiction, if the bank does not allow the settlement to be made within twenty (20) days from notice thereof, UBank Connect must:

• Withdraw all money from the account;
• Close the account;
• Deposit the money with another bank; or
• As a last resort, return the money to the client.

UBank Connect may hold money in a bank outside its territory provided that:

• The client is informed in writing of the country or territory where the account will be held.
• The client is informed in writing either that the bank has given the acknowledgment required or, where the bank’s acknowledgment has not been received, UBank Connect has advised the client that the Clients’ money held in that account shall be protected as effectively as it would if held in its territory.
• The client has agreed in writing to the money being paid into or remaining in, that bank.

6. Payment into a client bank account

Clients’ money or mixed monies received by UBank Connect must be paid immediately into a client bank account or to the client, if necessary.

UBank Connect must pay money into a client’s bank account, different from that previously declared in
an appropriate contract, only if:

• UBank Connect is required to make such payment under this policy;
• The client has changed its previously declared bank account (caused by the closing of the previously declared bank account or for other inevitable circumstances) and has required UBank Connect of such payment;
• The money is the clients’ money net of the payments due to UBank Connect; or
  It is so paid in order to restore in whole or in part any money paid out of the account in contravention of this policy.

UBank Connect shall not be regarded as having breached this policy simply because it transpires that money it paid into a client bank account in the reasonable belief that it was required so to do under this policy, as well as under an agreement with the client, should not have been paid into such an account, provided, that immediately upon discovering the error, UBank Connect takes the necessary steps to withdraw the money that has been paid in error.

Where money of any one client in excess of USD 10,000 is held or is expected to be held by UBank Connect for more than thirty (30) days the money must be paid into a client bank account designated by the name of the client or by a number or letters allocated to that account. (Note: The client bank account in this paragraph must be in a separate bank account, rather than a memorandum account in UBank Connect’s book. In other words, the account will be for that client, or clients acting jointly, only).

7. Withdrawal from client’s bank account

UBank Connect may withdraw from a client bank account:

• Money, not being a client’s money paid into a client’s bank account for the purpose of opening or maintaining the account, if necessary;
• The part of mixed monies which are not clients’ money;
• Money paid into a client’s bank account contrary to this policy;
• Money that may be required to be withdrawn with the client’s consent;
• Interest that the client has agreed in writing should not be paid to them;
• Money required for a personal payment to a client;
• Money properly required for or towards payment of a debt due to UBank Connect from a client otherwise than in respect of fees earned by UBank Connect;
• Money is withdrawn for or towards payment of fees paid to UBank Connect by the client;
• Money drawn on a client’s written authority or in conformity with any written contract between UBank Connect and the client; or
• Money that may be properly transferred into another client’s bank account or into a bank account in the name of an individual client or clients acting jointly.

Guidance

This paragraph sets out the various circumstances in which money may be withdrawn from clients’ bank account. It requires such withdrawals to be permitted by an authorized officer of UBank Connect. The written delegation should specify any restrictions on its use. In deciding who can have this authority, UBank Connect must consider the trust that is being placed in the individual and their ability to carry out this function with due care and integrity. UBank Connect remains responsible for the entire UBank Connect’s compliance with the client’s money policy, regardless of any delegation they have made. UBank Connect should also review the entire UBank Connect’s compliance with related regulations, which review should include the operation of any delegated powers.

Clients’ money must be returned to the client promptly as soon as there is no longer any
reason to retain it.

Money may not be withdrawn from a client’s bank account for or towards payment of fees payable by the client to UBank Connect unless:

The precise amount has been agreed upon by the client or has been finally determined by a court or arbiter;
The fees have been accurately calculated in accordance with a formula agreed in writing by the client on the basis of which the correct amount can be determined; or
30 days have elapsed since the date of delivery to the client of a statement of fees and the client has not questioned the amount specified as due.
Monies that are payable to UBank Connect must be withdrawn as soon as reasonably practicable.

This policy governs the treatment and withdrawal of fees from monies held for the clients before settlement to the clients’ bank account. It does not relate to commissions received by any person or company to whom UBank Connect transacted with.

8. Records and Reconciliations

UBank Connect must keep clients’ money records (including any notice and acknowledgments under
this policy) that show the following:

• Details of all money paid into UBank Connect’s bank account and out to all client bank accounts;
• Entries of all clients’ money paid directly to the client, or, on the client’s instructions, paid to a third party, identifying that person;
• Entries of all checks received and endorsed over by UBank Connect to the client or, on the client’s instruction, endorsed over to a third party, identifying that person;
• Entries of all electronic money transfers received or made and transferred directly to the client or, on the client’s instructions, transferred to a third party, identifying that person;
• Details of the transactions on each client’s ledger account that will readily identify the balance held for each client and that will reconcile to the total of clients’ money held details of all amounts withdrawn from the client’s bank account, if any, and the names and contact details of the recipient of those monies.

UBank Connect must:

• At least once every five (5) weeks, reconcile the total balances on all its bank accounts and the amounts due to the clients and where any difference arises, as well as correct and adjust the reconciled items accordingly.
• Preserve and keep available for inspection, all records kept in accordance with this policy for at least six (6) years from the date on which they were made.

Returns and Reports UBank Connect must:

• Confirm that UBank Connect meets the requirement of this policy and shall supply such evidence as this policy and/or any governing authorities may require to support such confirmation; and
• Ensure that UBank Connect conducts a review at least annually, to consider whether its systems have been adequate to enable it:
  – To comply with this policy;
  – To conduct reconciliations of records; and
  – To prepare any return required under this policy to confirm compliance with this policy.

Where possible, the review should be conducted by a UBank Connect authorized officer who is not
involved in the handling of clients’ money.

Employees must report significant breaches of this policy to UBank Connect management.

To enable the client, as well as any proper government office, to ascertain whether or not this policy is being complied with, UBank Connect may:

• Appoint one or more people to inspect the books and records of the entire UBank Connect; and
• Require UBank Connect to provide an Independent Accountant’s Report.

It is the responsibility of UBank Connect and the entire UBank Connect to make books and records available for inspection in accordance with such a Notice and/or to provide an Independent Accountant’s Report in accordance with any such requirement.

9. Other Responsibilities

UBank Connect shall be responsible for any breach of this policy on the part of the entire UBank Connect unless it has been proven that the responsibility for the breach is entirely that of another party not within its control.

UBank Connect shall also be responsible for companies that are wholly or partly controlled by it, whether directly or indirectly, and which may receive or hold Clients’ money pursuant to an arrangement with UBank Connect that enables the proper distribution or processing of Clients’ money. Any member of UBank Connect must notify UBank Connect of these arrangements and should apply for a license renewal process, if required, following any change (including cancellation) in the arrangement.

10. Unidentified and untraced clients

Where UBank Connect has been unable, after taking reasonable steps over at least five (5) years, to trace a client, any unclaimed monies need no longer be treated as the client’s money. UBank Connect may then donate the monies to a registered charity, subject to the following conditions:

• The sum of up to USD 10,000 per client may be paid to any registered charity.
• For sums over USD 10,000 per client, the charity must provide indemnity against any claim subsequently made by the client for the money.

Where UBank Connect is ceasing to practice, payment of any unclaimed clients’ money to a registered charity must be on the following terms:

• That the registered charity provides an indemnity for all sums paid whatever the amount.
• There is no requirement for the client to remain untraced for five years.

On cessation, UBank Connect must inform the proper government authority in writing of all sums paid to a registered charity in accordance with this policy. The information must include:

• The client’s name and last known contact details;
  The sum paid; and
• The name and contact details of the recipient registered charity.

For the purpose of paragraph 36, ceasing to practice does not include any arrangement whereby UBank Connect succeeds in the business of another.

Any sums not paid to a registered charity in accordance with paragraphs 34 and 35 must be retained on deposit for the benefit of the unidentified or untraced client unless when the parties have made a written arrangement about what would happen should such circumstances arise.