Last modified August 13, 2025
This Agreement for Services, including all Schedules attached or incorporated by reference (“Agreement”), is made by and among Decimal, Inc., dba Ubiquity Retirement + Savings, a California corporation (hereinafter “Ubiquity” or “we”), and the retirement plan sponsor named in the signature block (hereinafter “Client” or “you”), for the provision of services to Client’s defined contribution retirement plan (the “Plan”). Ubiquity and Client are collectively “the Parties”.
1. General
Ubiquity will provide to the Plan and Client the services listed in Schedule B to this Agreement. You agree and acknowledge that Ubiquity is not a fiduciary and is not providing fiduciary services under this Agreement except to the extent that any fiduciary services are enumerated in Schedule B (“Fiduciary Services”). Furthermore, Ubiquity is not a financial, tax, or legal services provider.
Client accepts the electronic and web-based delivery of all services and plan related documents and notices. Ubiquity will use commercially reasonable practices to maintain availability of the web-based Services twenty-four (24) hours per day, seven (7) days per week. However, scheduled, and unscheduled interruptions may occur, and Ubiquity does not warrant or guarantee uninterrupted availability of the Services. During these scheduled and unscheduled interruptions, the Client may be unable to transmit and receive data. Ubiquity may impose limits on certain features and services or restrict Client access to parts of the Services without notice or liability.
Ubiquity’s sole and exclusive obligation for any loss or damage to Client, Participants, or to the Services or data, is to make reasonable efforts to provide the user with the most recent backup of the Services or data.
2. Record Retention
Ubiquity will maintain accessible Plan-level and Participant-level records up to six (6) years. Some records may be retained and archived indefinitely for the sole purpose of providing the Services. For the cost of retrieval of documents and files older than six (6) years, refer to the fees set forth in Schedule A.
3. Third-Party Custody
Ubiquity does not handle or hold any assets or securities for any Plan accounts. Transactions in the Plan account are executed and cleared through the Custodian. The Custodian, as agent of the Client, shall accept deposits, hold, invest, and distribute all Plan assets as directed by the Plan. As part of its Services, Ubiquity provides access to external custodial platforms under which mutual funds and other regulated investment funds chosen by the Client, or your designated investment advisor, are held and traded. The Custodian serves as the custody agent for all cash awaiting investment in a Plan account. Shares are held in book entry form directly by the mutual fund companies or their respective transfer agents in the name of the Plan. Ubiquity does not hold assets or securities for any Plan accounts. Client agrees to utilize a custodian identified by Ubiquity, and that Ubiquity’s services under this Agreement are conditioned upon Client maintaining a contract solely with that custodian whose fees are separate and in addition to the fees charged by Ubiquity and set forth in Schedule B. Client accepts that Ubiquity’s services under this Agreement are conditioned upon the Plan’s maintenance of a separate agreement with the Custodian. The Custodian’s fees and services are separate and in addition to the fees charged by Ubiquity.
4. Trade Processing
Transactions in the Plan accounts are executed and cleared through the Custodian. All Plan trade instructions must be submitted through Ubiquity to the Custodian. Trade instructions submitted to Ubiquity prior to 12 PM Pacific Standard time will be executed by the Custodian at the closing price that business day. All trades submitted after 12 PM Pacific Standard time will be executed at the closing price of the following business day. This includes any trades submitted for ETF funds, I-shares, or any other investment vehicle with intra-day pricing. For details on how these rules apply to holdings within self-directed brokerage accounts (SDBA), please refer to your custodial agreement. Ubiquity cannot guarantee that your Custodian and any affiliated transfer agents will execute the trades we submitted on the Plan’s behalf. You direct Ubiquity to direct the Custodian to invest any plan deposits submitted without trade instructions in the Plan’s default investment alternative identified by the Client.
5. Refusal to Process Trades
We are not responsible for any loss or injury resulting from an investment company’s: (1) refusal to process a participant-initiated trade; (2) decision to suspend all purchase privileges for an individual; (3) as a result of any delay in a fund company’s decision to accept a participant-initiated trade, or; (4) the Investment Company’s refusal or delay in processing a large trade order as defined in the investment prospective in your fee disclosure. Investment companies reserve the right to refuse to process any trade that they have reason to believe violates their market-timing or trading abuse guidelines as set forth in their prospectuses, and to ban all future purchases from such an individual. A trade that is rejected by an investment company will not be processed and you authorize us to reflect such fund actions under the participant’s account. When we receive information from a fund company rejecting a trade or requiring a suspension of an individual’s trading privileges, we will notify you as soon as possible. However, we will not be responsible for rejected or cancelled trades.
6. Large Trade Orders
You agree to notify us of any large trade orders of which you are aware as early as possible before the trade is initiated. At the investment company’s request, and circumstances permitting, we will make reasonable attempts to contact you for any additional information required. However, we are not responsible for orders rejected due to Client’s failure to provide additional information, to submit an order timely, or for any loss resulting from any rejection or delay of an order.
7. Investment Performance
Ubiquity does not make any guarantee or assurance about the performance of any fund, investment manager, stock, bond, or foreign capital markets, nor the impact that those markets have on the Plan’s assets. Ubiquity is not liable for any decline or lack of gain in the value of any participant’s account caused by the investment performance, or from any other cause. This provision is not intended as a waiver of any rights provided to Client or to a participant under applicable federal and state securities laws. Ubiquity may receive revenue directly or indirectly from investment funds for providing shareholder services to the Plan and the Participants.
It is the Client’s responsibility to ensure that appropriate funds are established in their Plan to serve as the Qualified Default Investment Alternative (“QDIA”). All contributions that are not assigned to specific investments will be directed to the QDIA chosen by you. It is the Client’s responsibility to be aware of the default investments in the Plan and communicate these default investments to all participants and employees (both past and present) that may have an existing balance in the Plan. Ubiquity is not liable for any decline or lack of gain in the value of any Participant’s account caused by investment in a QDIA.
8. Investment Management
Investment advisory and management services provided by certain “turn-key” investment managers are provided as part of the standard services under this Agreement. Client should enter into a separate agreement directly with the turn-key provider. Client may, at its own expense, choose to independently retain another investment manager upon notice to Ubiquity.
Ubiquity reserves the right to change the available turn-key third-party asset managers as business circumstances dictate. The Client may choose to utilize the services of an advisor or third-party asset manager, at its own expense, different from the turn-key third-party asset managers provided upon notice upon no less than 60-day notice to you. In all cases, it is the Client’s responsibility to determine and assign fiduciary responsibility related to investment management of the Plan’s funds.
9. Fund Selection
The available funds for investment are under the oversight of the Client, including any fund lineup which may be made available by Ubiquity, and must be chosen by the Client or your designated investment professional. Client may retain the services of a third-party investment professional who can assist in the selection of Plan investments and provide on-going monitoring of the investment options within the Plan. Client understands that these third-party asset managers may charge fees and costs for their services, separate and in addition to the fees charged by Ubiquity and must enter into a separate agreement. Client authorizes Ubiquity to pay such fees from the Plan at the direction of the asset professional when applicable.
Where Ubiquity provides Participants access to the investment guidance offered through model portfolios of a selected third-party asset manager, interested Participants are required to complete an Investment Objective Questionnaire. The questionnaire will suggest a model portfolio based on the Participant’s answers that best match his or her time horizon and risk tolerance (“Investment Objective Questionnaire”). The Participant will be solely responsible for implementing an investment solution.
10. Investment Pricing
Ubiquity does not guarantee or warrant the accuracy of investment pricing and cost information. Investment providers may revise the investment pricing information at any time. We will use our best efforts to provide accurate information. We are not responsible for any financial loss or other damage incurred by you, the Plan, Plan Participants, or any other parties who rely on or may have been harmed by the inaccuracy of such pricing information.
11. Electronic Communications
All e-mails and electronic messages sent to and from Ubiquity will be received or otherwise recorded by our corporate e-mail and messaging system. As such, it is subject to archival, monitoring or review by and/or disclosure to, someone other than the intended recipient. Communications through the Websites may involve the electronic transmission, to any e-mail address you provided to us, of information that you may consider to be personal financial information. You agree and consent to the transmission of such information in this manner. You agree not to use e-mail to transmit any confidential personal information unless it is encrypted. It is your responsibility to update or change the e-mail address you supply to Ubiquity, as appropriate. If you do not update our records and provide a valid and secure e-mail addresses for participants and Clients, and as a result any email is transmitted from Ubiquity to an unintended recipient, Ubiquity shall not be liable for any loss that you may incur as a result of this error.
The responsibility of maintaining the Plan in compliance with federal and state laws (including but not limited to tax-qualification and the avoidance of prohibited transactions) rests solely with Client.
1. Plan Responsibility
Client has complete responsibility for the operation of its existing plan, including violations that occurred in the past. Client certifies that it has consulted competent regulatory compliance, tax and/or legal advisors, as necessary. Client is also responsible for staying informed of legal and regulatory changes and ensuring ongoing plan compliance, including monitoring applicable exemptions.
2. Plan Deposits
Client authorizes Ubiquity to administer your Plan deposits through its partnered ACH vendor(s) (“ACH Provider”). We will compute and initiate the amount of each deposit based upon the data from you or your designated payroll provider.
Client will provide complete and accurate ACH information to Ubiquity to transmit the deposit of all Plan funds to the Plan’s custodial account. Ubiquity will not be liable for adverse losses, penalties, or interest due to incorrect or incomplete ACH information, or for the untimely deposit of funds to the Plan based upon Client’s acts or omissions.
3. Payroll and Census
Client, or its designated representative(s), will provide timely and complete payroll and employee census information to Ubiquity. If accurate information is not provided timely, we are unable to either direct the remittance to the Plan or to allocate contributions and loan payments to individual participant accounts, even if the funds are available If applicable, Client authorizes Ubiquity to receive payroll and employee census information directly from Client’s third-party payroll processing service provider through API integration or other third-party integration services, if available (“Payroll Integration”).
If applicable, Client also authorizes Ubiquity to direct the remittance of Plan Participant contribution elections or any expected loan payment information to the Client’s designated payroll provider in accordance with predetermined methodology agreed upon by Client and its designated payroll provider if and only if Ubiquity has the capability of doing so. Ubiquity may terminate such Payroll Integration services with a 30-day written notice to Client.
4. Non-Sufficient Funds (NSF) Transaction
Client will be responsible, and will bear liability for all losses, fees, penalties, and damages caused by non-sufficient funds in their account at the time of a transaction.
5. Signatures
Client will provide authorized signatures when necessary and in a timely manner.
6. Named Fiduciaries
Client must appoint and maintain, at all times, at least one Trustee to the Plan and identify authorized individual(s) to act on behalf of the Client as Plan Administrator. If a Trustee ceases to be a Trustee, the Client must immediately appoint a successor Trustee. Client acknowledges it is a “named fiduciary” and Plan Administrator fiduciary as defined under the Employee Retirement Income Security Act of 1974 (“ERISA”).
7. Reliance on Information / Data Provided
Ubiquity’s provision of Services under this Agreement are conditioned upon the timely receipt of accurate information from you or your current or former service providers requested by Ubiquity which is necessary to fulfill its obligations under the Agreement and shall do so within the response deadlines stated within any written or electronic communications. Ubiquity may fully rely on any and all information supplied to it by the Client and its service providers, whether provided in writing, by electronic/magnetic media or otherwise. Further, Ubiquity shall have no responsibility to independently determine the correctness or accuracy of any such information or to perform a comparison of data from year to year and shall have no liability for any loss or expense attributable to incorrect information, information submitted in an improper format or the failure to furnish necessary information in a timely manner.
Ubiquity does not investigate or conduct any due diligence concerning the source of incoming rollovers or transfers to the Plan to determine whether the assets are qualified for transfer to the Plan. Non-qualified asset rollovers may result in the disqualification of the tax-qualified status of the Plan.
Client is responsible for determining if it is a member of a controlled group or an affiliated service group as defined by the Internal Revenue Code, and for notifying Ubiquity in writing if it is determined to be a member of controlled or affiliated service group. Should there be any changes to Client’s affiliated service or controlled group status following the effective date of this Agreement, it is the Client’s responsibility to provide timely written notification to Ubiquity.
Client, not Ubiquity, is responsible for any Plan asset(s) are that are not held on the Custodian appointed under this Agreement. It is the Client’s responsibility to independently review, approve the acquisition and on-going operation and reporting of the asset(s), and monitor the performance of any vendors associated with the asset(s). Ubiquity will not be responsible for reporting such Plan assets in the annual Form-5500 filing.
8. Delivery of Written Employee / Participant / Beneficiary Notices and Communications
Ubiquity shall electronically deliver, generally via e-mail, to each Plan Participant and/or beneficiary all written Plan notifications, documents, disclosures, and communications that Ubiquity is responsible for producing under this Agreement. In order to satisfy the federal regulatory requirements associated with the electronic delivery of the required Plan notices and communications, it is generally necessary for the employee to have the ability to opt out of electronic delivery and request physical copies of such documents. With regard to those employees, participants and/or beneficiaries whom require physical copies of such documents, the Client shall be solely responsible for the timely delivery of physical copies of said notices and communications. Consequently, Ubiquity shall not be liable for any damages, penalties, compliance failures or other consequences associated with a failure to properly and timely deliver any employee, Participant and/or beneficiary notifications and/or communications in relation to such employees, participants and/or beneficiaries.
9. Financial Advisors
If Client works with a financial advisor (i.e., CPA, Certified Financial Planner, Investment Manager, etc.) in connection with the Plan, Client acknowledges that such financial advisor is not directly affiliated with Ubiquity and that Ubiquity is not responsible for any acts or omissions of such financial advisor.
10. Notice
Any notice of amendment, Plan termination or Plan transfer, from Client, must be provided to Ubiquity in writing and must be delivered by e-mail to support@myubiquity.com.
1. Ownership
Ubiquity either owns or has licensed the rights to the software, content, online documentation (FAQs, bulletins, and online Help), templates and demo records, including modifications, updates, revisions, or enhancements thereto, located on its Web site (the “Application”) and offered through the Service. The Application, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights are, and shall remain, the sole and exclusive property of Ubiquity.
2. License and Use
Ubiquity grants you a revocable, non-exclusive, non-transferable, limited license to use its applications and services solely for your personal, non-commercial purposes strictly in accordance with the terms of this Agreement. You are not permitted to remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) of Ubiquity or its affiliates, partners, suppliers, or the licensors of the Application. Client will not and will not permit others to: (a) modify, copy, or otherwise reproduce the Application in whole or in part; (b) reverse-engineer, recompile, disassemble, or otherwise attempt to derive the source code from or structure the Application; (c) distribute, sublicense, assign, share, timeshare, sell, rent, or lease the Application; (d) remove any proprietary notices or labels displayed on the Application; or (e) use the Services or Application for any unlawful purpose. All rights not expressly granted to Client are reserved by Ubiquity. There are no implied rights.
3. Updates to Application
Ubiquity reserves the right to modify, update, suspend or discontinue, temporarily or permanently, the Application or any service to which it connects, with or without notice and without liability to you which may include patches, bug fixes, updates, upgrades, and other modifications ("Updates"). You further agree that all Updates will be (i) deemed to constitute an integral part of the Application, and (ii) subject to the terms and conditions of this Agreement.
4. Third Parties
Ubiquity’s website may display, include, or make available third-party content (including data, information, applications, and other products services) or provide links to third-party websites or services ("Third-Party Services"). You acknowledge and agree that Ubiquity shall not be responsible for any Third-Party Services, including accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Ubiquity does not assume and shall not have any liability or responsibility to you or any other person or entity for any Third-Party Services. Third-Party Services and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.
1. Errors
Ubiquity will use due care in providing the Services to Client. However, Client is required to promptly and routinely review transaction reports that can be generated from the Ubiquity Application in order to independently and affirmatively detect any inaccuracies, omissions, or other transactional failures of any sort (“Transaction Errors”). In the event any Transaction Error occurs, Client agrees to affirmatively report any Transaction Error to Ubiquity's Client Servicing personnel within a reasonable period of time but not later than 90 days after the end of the month that includes such Transaction Error (“Reporting Period”). We may treat any failure by you to timely report such Error as acceptance of the transaction report as being correct.
2. Limitation of Liability
The Client shall indemnify and hold Ubiquity harmless from any liabilities, expenses, costs, including reasonable attorneys' fees, and losses, excluding any consequential losses or punitive damages (collectively, the "Ubiquity Losses"), arising directly from the performance of services hereunder by Ubiquity, however, the Client shall have no obligations under this Section to the extent that the applicable Ubiquity Losses are caused by, or attributable to, its (or any of its agents' or subcontractors') breach of any of the provisions of this Agreement, negligence, willful misconduct or fraud. Notwithstanding anything to the contrary, Ubiquity's total cumulative liability for any and all claims, losses, or damages (whether based on tort, contract, or any other theory) shall be limited to the amount actually paid by the Client to Ubiquity under this Agreement in the three (3) months prior to the act that gave rise to the liability. The provisions of this Limitation of Liability Section shall survive the cessation of the provision of services hereunder for the applicable statute(s) of limitations.
1. Fee Schedule
Ubiquity’s fee for the Services are charged according to the Fee Schedule (Schedule A). Ubiquity may charge for any extra services upon notice to Client, including, but not limited to those identified as such on Schedule A which are in effect at the time the extra services are performed.
Ubiquity’s one-time Setup fee is non-refundable, regardless of whether you accessed or used the Services during the term of this Agreement.
2. Price Increase
Ubiquity shall be permitted, after one year from the effective date of this Agreement, to increase fees set forth in Schedule A no more than 8% annually upon sixty (60)-day written notice to the Client.
3. Third-Party Costs & Expenses
In addition to the fees set forth in Schedule A, Client is responsible for its own expenses and charges associated with accessing the Internet and connecting to the Site and any service fees associated with such access and connection.
4. Billing Policy
Services are billed in advance, at the beginning of each billing period. Client’s preferred Method of Payment shall be debited by Ubiquity on the original transaction date and each period thereafter until the termination of this Agreement.
5. Method of Payment
Client’s primary method of payment of administrative fees shall be its credit card or direct debit (ACH) from its account. Client authorizes Ubiquity to initiate Debit entries and to initiate, if necessary, credit entries and adjustments for any debit entries in error to Client’s method of payment.
Ubiquity reserves the right to charge the Client for any direct or indirect cost it incurs due to processing Client credit card payment(s). Ubiquity shall comply with the Payment Card Industry Data Security Standards ("PCI DSS") when processing credit card payments.
Failed payments due to insufficient funds or invalid payment information may result in a late payment fee in addition to an amount necessary to recover all processing or NSF fees.
6. Late Payments; Deduction from Plan Assets
Client will be assessed a late fee for any delinquent invoice outstanding for over sixty (60) days, (see Schedule A). If an invoice remains outstanding for more than ninety (90) days, and Ubiquity has not received a written notice of, Client, in its capacity as Plan Administrator, hereby directs Ubiquity to deduct the Plan expenses (not late fees) from the Plan assets on a pro rata basis from Participant and/or forfeiture accounts.
1. Security
Ubiquity will use commercially reasonable practices, including encryption and firewalls, to ensure that Client information is disclosed only to Client authorized users. However, Client acknowledges that the Internet is an open system and Ubiquity cannot and does not warrant or guarantee that third parties cannot or will not intercept or modify Client data. Ubiquity shall notify the Client in writing of any data breach or breach of security affecting the Plan, such notice to describe the breach in reasonable detail and include the steps taken or proposed to be taken in respect of the breach.
Third-Party Services and links thereto are provided solely as a convenience to you and your access and use them entirely at your own risk and subject to such third parties' terms and conditions.
2. Password
Client and its participants will select unique passwords to access the Services. You agree that we may establish a two-factor participant authentication process, whereby it will be the responsibility of the participant to take all the steps necessary to establish the process; and that you further acknowledge that this may cause delays in processing and availability of trades; and that you agree to hold Ubiquity harmless from any claim related to such delays. Client and Participants are responsible for maintaining the confidentiality of the password. Client is responsible for any and all activities in the Plan with the use of these password(s). The Client agrees to notify Ubiquity as soon as practicable under the circumstances if Client has any reason to believe that the security of the account has been compromised.
Client may terminate Ubiquity Services by giving at least sixty (60) day written notice. Client is obligated to pay the Termination/Deconversion fee (see Schedule A) and will remain responsible for all administrative plan fees (as set forth in Schedule B) until all assets have been distributed from Ubiquity. Ubiquity will provide services for no longer than is reasonably or legally required after the date of termination selected by Client.
Ubiquity may terminate this Agreement for any reason with a no less than sixty (60) day written notice to the Client. In the event Ubiquity terminates this Agreement, it agrees to cooperate with Client to transfer the Services to an alternate service provider within a commercially reasonable period of time. Client shall remain liable for all fees incurred through the day that such transfer is complete, including but not limited to the Transfer/Deconversion Fee.
This Agreement will also terminate upon the termination of your agreement with the Custodian or termination of your agreement with the ACH Provider, unless otherwise agreed to by Ubiquity.
If any additional assistance is required after the termination of this Agreement, it shall be billed at the rate of Extraordinary Services as outlined in Schedule A.
In the event that the Plan is deemed abandoned pursuant to 29 CFR §2578.1 or applicable Department of Labor regulations, and no acting Plan fiduciary can be identified or contacted within a reasonable period, Client authorizes Ubiquity to initiate referral of the Plan to a third-party Qualified Termination Administrator (“QTA”) for the purpose of terminating the Plan and distributing its assets in accordance with applicable law. Ubiquity shall have no obligation to monitor the Plan for abandonment, and nothing in this Agreement obligates Ubiquity to initiate such referral. Ubiquity shall not serve as a QTA itself and shall not be responsible for any actions taken or not taken by the designated QTA.
1. Entire Agreement of the Parties
This instrument, along with its references, attachments, and exhibits, constitute the sole and only agreement of the parties with respect to the subject matter hereof and correctly sets forth the rights, duties, and obligations, of each to the other, as of this date.
2. Arbitration*
If a controversy or claim arises out of this contract, or a breach hereof, the Parties shall submit the dispute to binding arbitration in San Francisco, California, or other location mutually agreed upon by the Parties. The award of the arbitrator(s) shall be final and binding on the Parties, and judgment upon the award may be entered in any court of competent jurisdiction. Each Party shall bear its own costs, attorneys’ fees and its share of arbitration fees. This Arbitration provision does not constitute a waiver of the Parties’ rights to a judicial forum in the instances where arbitration would be void under applicable law. Notwithstanding the foregoing, arbitration shall not be required, and the Parties may use the Small Claims Court in the City and County of San Francisco, if either 1) the amount in controversy is within the jurisdictional limits of the Small Claims Court; or 2) the complaining party desires to submit the controversy to the Small Claims Court and waives all amounts greater than the jurisdictional limits of the Small Claims Court.
3. Partial Invalidity
If any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Agreement shall continue to be fully effective.
4. Authority
If Client is a corporation, partnership, trust, limited liability Company, or other business or legal entity, the individual(s) signing this Agreement on its behalf represent(s) that he or she has the legal authority and permission of the entity to enter into this Agreement on its behalf. Client further warrants that it shall provide Ubiquity with accurate and current e-mail address(s) for the authorized corporate officers and Ubiquity shall rely on this information to create legal Plan documents.
5. Force Majeure
If either party fails to perform its obligations because of strikes, lockouts, labor disputes, pandemics, embargos, acts of terrorism, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes, except financial, beyond the reasonable control of the party obligated to perform, then that party’s performance shall be excused for the period of time equal to the period of such cause for failure to perform.
6. No Recovery of Consequential or Exemplary Damages
In no event shall either Party be liable for loss of profits or any general, incidental, consequential or punitive/exemplary damages, however caused.
7. Amendment
We may propose modifications to this Agreement which will be effective no sooner than sixty (60) days after we have given you written or electronic notice. You may reject our proposal (and terminate this Agreement) by giving us written or electronic notice before such amendment becomes effective.
We may modify any provision of this Agreement without your consent to comply with applicable laws and regulations. To the extent possible we will give you advance written notice of any such changes.
8. Governing Law
This Agreement and the performance hereunder shall be construed in accordance with, and under, and pursuant to, the laws of the State of California except to the extent that such laws are preempted by ERISA, without regard to the jurisdiction in which any action or special proceeding may be instituted.
9. Attachments and Schedule(s)
The following constitute part of this Agreement and are incorporated into this Agreement by reference as though set forth in full. Should any inconsistency exist or arise between any provision(s) of this Agreement and any provision(s) of any schedule or other incorporated writing, the provision(s) in this Agreement shall prevail.
i) Schedule A – Fee Schedule
ii) Schedule B – Standard Services
iii) Schedule C – Payroll Contribution Services
iv) Schedule D – Fees for ACH Services (if applicable)
v) Schedule E – Third Party Administration Fee Authorization (if applicable)
vi) Schedule F – Supplemental Custodial Terms and Conditions (if applicable)
10. Digital Signature – Client Consent to “Agreement for Services”
By clicking “I agree to Agreement for Services” when prompted to do so on the Ubiquity™ Websites (“Website”), you understand and certify that you are demonstrating your affirmative consent to terms of this agreement and accept electronic delivery of any and all of the current and future Notices considered under the terms of this Agreement. In addition, your acceptance of the terms of this Agreement confirms that the e-mail address that you voluntarily provided for yourself and your employees to Ubiquity in conjunction with the establishment of your account on the Website is the primary e-mail address that you and your employees prefer to use to receive any such Notices. You further understand that you may, at any time, change and update the e-mail addresses you provided to Ubiquity to electronically receive future Notices. With that, you acknowledge that you are responsible for providing us with a current and secure e-mail address in order to ensure that you continue to receive all necessary Notices from Ubiquity. You also acknowledge that Ubiquity shall not be responsible for any negative consequences, whatever they may be, that may result from your failure to maintain a current and accurate e-mail address in association with your account on the Website. In this regard, your agreement also certifies that you understand that the procedure necessary to update the e-mail address associated with your account on the Website requires you to login into the Ubiquity Website, go to “Profile”, select “Change My Login Settings” under “Login Credentials” then update the Email Address field and click on “Save Login”. Next you will need to click on “Change My Notification Settings” under “Notification Preferences” then enter your new and accurate email address in the “I’d prefer that my email notifications go to” field, then click on “Save Settings”.
11. Meeting Legal Deadlines, Delivering Materials, Voting Proxies
You are ultimately responsible for meeting all filing deadlines and for filing notices of any taxable event or otherwise reportable event as defined under applicable law with the IRS and the Department of Labor. You are legally responsible as Plan Administrator for timely distributing to Plan participants any required notices and materials. You are also responsible for the voting of any proxies related to mutual funds or other securities held directly by the Plan.
12. General Assistance
You agree to assist Ubiquity, upon our reasonable request, in clarifying any mistakes, unclear or inaccurate records and information, in communicating with Plan participants, or in completing any and all other tasks incidental to the services under this Agreement within your authority and control.
13. Privacy Policy
Ubiquity agrees to act in accordance with its privacy policy, a copy of which is available online to the Client.
The following provisions supplement the Agreement for Services and apply to all Clients using Matrix Trust Company (the “Custodian”). These terms are hereby incorporated into the Agreement by reference.
1. Stale Check Services
Client is responsible for the appropriate managing of stale checks which are distributed from the plan and not negotiated by a plan participant. Matrix, the Client’s Trustee, offers a “Stale Check Service.” These Services include an analysis of the payee data; obtaining a physical address for each Participant with a Stale Check; notifying each Participant with a Stale Check by mail; and, providing instruction to Participant for distribution of his/her unpaid benefit (less all applicable fees). It also includes Treasury Management Services which administers the disposition of money underlying each respective Stale Check and may include, but are not limited to, establishing a non-interest bearing account to hold the assets attributable to the Stale Checks (“Stale Check Funds”) solely for the purpose of providing the services described in this section; providing inbound processing of check distribution requests; responding to inquiries from Participants; facilitating the distribution of replacement checks from the Stale Check Funds; and, as directed by the Client, (i) having the Stale Check Funds sent back to Matrix Trust for re-crediting back to the account of the Plan, or (ii) having the Stale Check Funds deposited into a Matrix Trust Safe Harbor IRA for the Participant. The Stale Check Funds in the Stale Funds Account will be commingled for all purposes hereunder and no separate accounts, other than the Stale Funds Account, will be established or maintained with respect to the Stale Check Funds. Client adopts this Stale Checks service and authorizes Ubiquity to authorize Matrix to provide this service on the Plan’s behalf.
2. ETF Trade Processing
ETF trades are subject to the following terms, limitations and conditions as outlined below:
a) Client authorizes Ubiquity to comply with notices received from Matrix with regard any restriction, limitation or condition imposed on any ETF Trade by Matrix or a Fund Company. Ubiquity will only accept Requested ETF Trades from its Customers until the earlier of thirty-one (31) minutes before market close or 3:29 pm Eastern Time. Any ETF Trades order received by Matrix Trust at the earlier of one half hour before market close or 3:30 pm Eastern Time may be rejected.
b) Client understands that Matrix Trust may, as necessary to complete the processing of a Requested ETF Trade as instructed, process a requested ETF Trade for whole or fractional ETF shares by entering wholly or partially offsetting orders for the purchase or sale of ETF shares. Client further understands that Matrix Trust will retain nominal trading gains and incur nominal trading losses as a result of Matrix Trust’s acquisition or disposal of fractional ETF shares necessary to complete a Requested ETF Trade, and that such nominal gains and losses should generally offset each other and are therefore not expected to result in any additional net profit or “compensation” to Matrix Trust over time.
c) For Market-on-Close ETF Trades, Client understands that an institutional custodian will price such trades as of the closing price for such ETFs, and in the process may incur gains and losses from such trades by executing hedging transactions in advance of the market close for the purpose of helping to ensure that the desired Market-on-Close ETF Trades can be timely processed at the closing price and that such short-term gains and losses should generally offset each other and are therefore not expected to result in any additional net profit or “compensation” to the institutional custodian over time. Client further understands that institutional custodian may, to the extent permissible under applicable law, fill the orders for Market-on-Close ETF Trades as agent or principal or by agency cross trades, and may fill such orders on any market, exchange or alternative trading system available to Institutional Custodian.
