/15v6
1 Unless otherwise defined in this Section, terms and references defined in Section 1 – “Terms and Conditions for Accounts”
and/or in any other Sections of the General Terms and Conditions shall have the same meaning in this Section.
2 This Section is without prejudice to the Bank’s right to collect, use and disclose Client Information under Applicable Laws, including the Banking Act and the Personal Data Protection Act 2012, and every other provision of the Client Agreement and the Facility Documents. Terms herein constitute consent by the Client under Applicable Laws, including the Banking Act and the Personal Data Protection Act 2012, for the Bank to collect, use and disclose Client Information. Any termination of the Client Agreement and/or the Facility Documents shall not affect and shall be without prejudice to the terms in this Section which shall survive such termination.
3 The Client acknowledges and agrees that the Bank, in its absolute discretion, may from time to time collect Client Information from the Client, from any person constituting the Client or authorised by the Client, and from third parties. The Client warrants, acknowledges and agrees that where the Client or any person constituting the Client or authorised by the Client provides any Client Information relating to the Client’s beneficial owner(s) including ultimate beneficial owner(s), officer(s) or equivalents, the Client’s representative(s) (including Authorised Representative(s)) and agent(s), the Client’s signatory(ies), the Client’s attorney(s) (appointed under power(s) of attorney granted by the Client) or any individual, the Client is responsible for and hereby represents and warrants that such provider of Client Information, prior to the provision of Client Information, has procured all relevant consent from the relevant individual(s) and/or is duly authorised by such individual to provide consent to the Bank on behalf of the relevant individual(s), to the Bank’s collection, use and disclosure of such Client Information for the purposes described in the Client Agreement and the Facility Documents.
4 The Client acknowledges and agrees that the Bank, in its absolute discretion, may from time to time use or disclose Client Information collected for any of the following purposes (within or outside Singapore):
(a) opening, establishment, continuation, review, operation, maintenance, provision, cessation or closure (as the case may be) of any Account (as well as account or sub-account held with any custodian or otherwise), Asset, Service, Facility and Transaction, including to act in any manner described in the Client Agreement and the Facility Documents;
(b) designing, improving and/or marketing of Bank Julius Baer Group’s investment, financial or banking products and Services;
(c) credit, portfolio and other evaluation, both at the point of account opening and on an ongoing basis, including to ensure ongoing credit worthiness and to allow any credit bureau approved by the authorities and any member or subscriber of such credit bureau to carry out any such evaluation, and debt recovery;
(d) entering into (or potentially entering into) any Transaction for and on behalf of the Client;
(e) entering into (or potentially entering into) insurance or other similar contract(s) by the Bank and any claim(s) and/or request(s) for information thereunder, with respect to any Account, Assets, Services, Facilities, Transaction, hedging of the Client’s obligations and/or the Bank’s business and/or any proposed Account, Asset, Service, Facility and/or Transaction;
(f) complying with one or more obligations, requirements or arrangements for using or disclosing Client Information and/
or responding to request(s) from any guarantor or provider of security, any Agent, any issuer (including issuer of assets and their agents and their service providers), any exchange, clearing house or agency, trade repository, depository, custodian, sub-custodian, broker or correspondent bank, securities commission, any government, quasi-government regulatory, fiscal, tax, monetary or other authority, market participant or person under or in connection with any Account, Assets, Service, Facility, Transaction, and/or the Bank’s business;
(g) compliance or other monitoring and surveillance and carrying out of background and other checks at the point of account opening and on an ongoing basis including in connection with Applicable Laws relating to anti-money laundering and “know-your-client” requirements, and verifying the identity(ies) of the Client’s and/or the Assets’
beneficial owner(s) including ultimate beneficial owner(s), the Client’s officer(s) or equivalents, the Client’s Authorised Representative(s) and/or agent(s), the Client’s signatory(ies) and the Client’s attorney(s) (appointed under power(s) of SECTION 2
CLIENT INFORMATION
/15v6
attorney granted by the Client);
(h) risk management, including anti-money laundering or “know-your-client” activities and investigations conducted by and across the Bank Julius Baer Group, the maintenance of Bank scoring models and/or other risk management methodology(ies), effective supervision, reporting and management arising from matrix, and other reporting and supervisory structures prevailing at the relevant time;
(i) remote access, maintenance, repair, location and/or relocation of servers and/or database and information technology support and services;
(j) carrying out or responding to requests, investigations, questions, complaints, disputes or Instruction;
(k) complying with any Applicable Laws, any order of court or tribunal or any code or guideline having the force of law or otherwise;
(l) enabling an actual or proposed successor of the Bank, an actual or proposed assignee or transferee of any rights and/
or obligations of the Bank, or an actual or proposed participant or sub-participant of the Bank’s rights in respect of the Client to evaluate the transaction intended to be the subject of the succession, assignment, transfer, participation or sub-participation, including in respect of any Transaction and in connection with insurance or other similar contracts by the Bank with respect to any Account, Assets, Services, Facilities, Transaction, hedging of the Client’s obligations and/or the Bank’s business and/or any proposed Account, Assets, Services, Facilities and/or Transaction;
(m) receiving services from any Agent or allowing the Client Information to be processed by any Agent to whom the Bank has outsourced or subcontracted any part of the Bank’s Service(s) or business, or performance of the Bank’s duties and exercise of rights; and/or
(n) other purposes directly relating to any of the matters listed above.
5 The Client consents for the Bank, its officers (as defined in the Banking Act) and its Agents to disclose any information including Client Information as the Bank shall consider appropriate to any of the following persons, whether in or outside Singapore:
(a) any person participating in the provision of services to the Bank, the Bank’s Agents or any other third party provider of services (including debt collection, printing or mailing of cheque books, reports, newsletters or other documents, and professional, management, administrative, data management (including the maintenance of data servers), electronic, telecommunications, computer, payment, collections, security, investigation, clearing, credit reference or checking services), or to any person to whom the Bank has outsourced or subcontracted any part of the Bank’s business, or to any issuer (including issuer of assets and their agents and their service providers), or to any custodian, broker, exchange, trade repository, depository, clearing agent, clearing house, correspondent bank or market participant whether in Singapore or in any other jurisdiction, under or in connection with the Account(s), Service(s), Asset(s), Facility(ies), Transaction(s) or the Bank’s business;
(b) any person with (or through) whom the Bank enters into (or may potentially enter into) any Transaction in connection with the purchase or sale of any credit insurance or any other contractual protection or hedging with respect to the Client’s obligations under any of the Account(s), Service(s), Facility(ies) and/or Transaction(s) or proposed Account(s), Service(s), Facility(ies) and/or Transaction(s);
(c) any credit bureau approved by the authorities and any member or subscriber of such credit bureau;
(d) any government, quasi-government, regulatory, fiscal, tax, monetary or other authority, body or person pursuant to Applicable Laws, any order of court or tribunal or any code or guideline not having the force of law or otherwise;
(e) any insurer, guarantor or provider of security in relation to the Client or the Account(s), Service(s), Facility(ies) and/or Transaction(s), or the auditor of the Client or any member, partner, director or shareholder of the Client;
(f) the Affiliates, other offices or branches, representative offices, subsidiaries or related corporations;
(g) any actual or potential assignee or transferee of any rights and obligations of the Bank or other actual or potential participant or sub-participant of any of the Bank’s rights and/or obligations under or relating to any Facility or Service granted by the Bank to the Client or any Transaction between the Client and the Bank and any security provided in
/15v6
connection therewith for any purpose connected with the proposed assignment or transfer;
(h) any provider of credit protection in respect of any of the Bank’s rights and/or obligations in relation to the Facility(ies);
(i) any person to whom any fees, commissions or other amounts may be payable, for the exclusive purpose of determining the quantum of such fees, commissions or other amounts as may be necessary in order to properly calculate such quantum; and/or
(j) any person to whom the Bank is under a duty to disclose or the Bank considers in good faith is in the interest of the Bank to make such disclosure.
6 Further, without limitation to the generality of the foregoing, the Client specifically consents to the following disclosures by the Bank, its officers (as defined in the Banking Act) and Agents:
(a) where the Client is a holder of Securities and/or other financial instruments issued, listed, traded or held in and/or otherwise related to Norway, Greece, Cyprus, Turkey, Peru, South Korea, Malaysia, Brazil, India, Australia, China, Japan, Thailand, Indonesia, Philippines, Nigeria, Kenya, Croatia, Saudi Arabia, New Zealand, Argentina, Bahrain, Jordan, Lebanon, Oman, Qatar, Morocco, Pakistan, Chile, Iceland, Romania, Sri Lanka, Egypt, Finland, Israel, Kuwait, United Arab Emirates, Canada and/or any other jurisdictions, the Bank shall be entitled to make disclosure of Client Information, descriptions of Securities and/or other financial instruments (including the ISIN number) and the number and nominal/notional quantity of Securities and/or financial instruments held by the Client, to any authority (regulatory or otherwise), any issuer, custodian, broker, exchange, trade repository, depository, clearing agent, clearing house, correspondent bank and/or market participant pursuant to Applicable Laws;
(b) where transactions may be executed on the Hong Kong Stock Exchange on behalf of the Client, or for the Client’s account, the disclosure of Client Information to any Hong Kong broker licensed or registered with the Securities and Futures Commission of Hong Kong (the “SFC”) through whom the Bank may effect transactions on the Hong Kong Stock Exchange, The Stock Exchange of Hong Kong Limited and/or the SFC;
(c) (where the Client may subscribe for and/or hold shares, units or rights in a company or any other structures listed on an exchange in Hong Kong (each, a “Listed Entity”)) the disclosure of Client Information to the Listed Entity and/or its agents, any government authority, regulatory body or exchange and to such other person(s) pursuant to Applicable Laws or conditions relating to the subscription and/or holding;
(d) (where the Client may subscribe for and/or holds shares, units or rights in a company or any other structures listed on an exchange in Australia (each, an “Australian Listed Entity”)) the disclosure of Client Information to the Australian Listed Entity and/or its agents, any government authority, regulatory body or exchange and to such other person(s) pursuant to Applicable Laws or conditions relating to the subscription and/or holding;
(e) (where the Client may subscribe for and/or holds shares, units or rights in a company or any other structures listed on an exchange in Malaysia (each, an “Malaysian Listed Entity”)) the disclosure of Client Information to the Malaysian Listed Entity and/or its agents, any government authority, regulatory body or exchange and to such other person(s) pursuant to Applicable Laws or conditions relating to the subscription and/or holding;
(f) (where the Client may subscribe for or holds shares, units or rights in a company or any other structures listed on an exchange in Singapore (each, a “Singapore Listed Entity”)) the disclosure of Client Information to the Singapore Listed Entity and/or its agents, any government authority, regulatory body or Securities exchange and to such other person(s) as may be required in order for the Bank to comply with Applicable Laws or conditions relating to the subscription and/or holding);
(g) (where the Client has undertaken investments in limited partnerships or limited liability companies in the United States of America (the “United States”)) the disclosure of any Client Information to the administrator of such investment(s), a custodian or any tax authority, whether in the United States or any other jurisdiction, for the purpose of determining the tax liability of the Client or otherwise;
(h) (where the Client is a holder of shares/units in an open-end mutual fund registered in the United States (each, a
“U.S. Fund”)), the disclosure of Client Information, the number of shares/units held by the Client and details of the transactions undertaken by the Client, to the U.S. Fund and/or any financial intermediary between the Bank and the U.S. Fund; and/or
/15v6
(i) (where the Client has undertaken or intends to undertake investments in non-traditional funds (each, a “Fund”), including funds domiciled in offshore jurisdictions, hedge funds and other funds with special market and/or operational risks) the disclosure of Client Information to the Fund, its manager, administrator, paying agent and/or custodian.
7 In the event that the Client instructs the Bank to send funds by wire transfer to a bank or financial institution (the “Beneficiary Institution”), whether in Singapore or in any other jurisdiction, the Client acknowledges that the Bank may be required to disclose certain Client Information, to the Beneficiary Institution and the Client consents to such disclosure.
8 In connection with the use of e-JBS, the Client authorises the disclosure, release, transmission, processing and retention of any and all information whether relating to the Client’s Account(s) with the Bank or otherwise, to or by such parties as the Bank in its absolute discretion deems necessary for the purpose of providing the e-JBS Service.
9 Client Information may be processed, kept, transferred, held and/or disclosed in and to any jurisdiction as the Bank, its Affiliates, Agents and/or any person who has obtained such Client Information from the Bank may, in their absolute discretion, deem appropriate, including in accordance with the Applicable Laws in that jurisdiction. Without prejudice to the generality of the foregoing, Client Information (including for purpose of outsourcing or sub-contracting by the Bank) may be processed, kept, transferred, held and/or disclosed by and to the Bank’s Affiliates and/or Agents in Switzerland, their respective Agents, and/or any person in Switzerland. Such Affiliates and/or Agents in Switzerland, their respective Agents, and/or any person in Switzerland, may disclose, in such form and manner, the Client Information obtained from the Bank in order to comply with any Applicable Laws of Switzerland including any order of court or tribunal, any government, quasi-government, regulatory, fiscal, tax, monetary or other authority, body or person having supervisory jurisdiction over the Bank, its Affiliates or Agents in Switzerland notwithstanding any contractual obligation of confidentiality imposed on such Affiliates and/or Agents in Switzerland, their respective Agents, and/or person(s) in Switzerland.
10 This Section is not, and shall not be deemed to constitute, an express or implied agreement by the Bank with the Client for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act and in the Third Schedule to the Banking Act. The rights conferred on the Bank in this Section shall be in addition to and shall not be in any way prejudiced or affected by any other agreement, express or implied, between the Client and the Bank in relation to any Client Information nor shall any such other agreement be in any way prejudiced or affected by this Section.