OFA terms and conditions

Ongoing Fee Arrangement (OFA) terms and conditions.

  1. Arrangement
    • This document sets out the terms and conditions of our ongoing professional relationship with you and on which we will provide you with services for the term of this arrangement. It comprises the sole arrangement between us during the term of this arrangement.
    • This arrangement is taken to be entered into on the date we sign this document after having received the signed document or electronic acceptance from you.
  2. Scope of services
    • We will provide you with the services set out in Item 3 of Schedule 1 during the term of this arrangement.
    • If you require us to provide other services that are not included in Item 3 of Schedule 1, and we agree to provide them, those services will be provided at an additional cost to you. If you require additional services, we will provide you with an estimate of costs associated with these services prior to commencing.
    • From time to time, we may appoint agents to assist us in providing the services.
  3. Fees
    • We will charge fees for the services in accordance with Item 3 of Schedule 1 during the term of this arrangement.
    • Each of the fees is payable personally by you. Where permitted by law, we may also receive one-off or ongoing commissions from third parties, such as product providers in relation to some or all of your investments or insurance policies.  If we agree with you to offset these commissions against the fees that you would otherwise pay us, this is set out in Item 3 of Schedule 1.
    • Our fees can be paid out of your investments or your superannuation fund. However, we will only accept payment from your investments or superannuation fund if we are satisfied that you have provided appropriate written authority and consent for the relevant investment entity or superannuation trustee to do so.  If no such authority and consent is provided, or we have reason to believe it has been withdrawn or ceased to have effect, fees will instead be payable directly by you.
    • The fees cover the cost of the services set out in Item 3 of Schedule 1. Any services provided in addition to those listed above may incur further charges as agreed with you.
  4. Our obligations
    • We will provide you with the services set out in Item 3 of Schedule 1 with the level of due care and skill that is reasonably expected of a financial advice business.
    • We will not implement any recommendations without your express instructions to do so.
    • We will relay your instructions or requests to relevant product providers as soon as practicable after they are received by us. We are not responsible for the time taken by a product provider to address your instructions or request.
    • Once a year, we will provide you with a new Ongoing Fee Arrangement document (OFA) which includes information about our services and fees relating to the upcoming 12-month period. The OFA will be provided within 60 days of the date you first entered into this arrangement (the reference date) each year.
    • The OFA will state in relation to the upcoming 12-month period immediately following the anniversary day:
      • the services we commit to provide pursuant to this arrangement;
      • the amount of each ongoing fee that will be payable by you for those services or, if it is not possible to determine the exact amount, a reasonable estimate of each ongoing fee that will be payable, and an explanation of the method used to work out the estimate; and
      • any other information that we are legally required to provide to you.
    • The OFA will also provide you with the opportunity to continue the arrangement or to terminate the arrangement.
    • Once a year, if fees are deducted directly from your investments or your superannuation fund, we will ask for your further written authority and consent to deduct, arrange to deduct or to accept an amount for payment of fees under this arrangement. Where this arrangement is with more than one person, we will ask for each person’s consent separately.
  5. Your obligations
    • You agree to pay for the services set out in your OFA in accordance with the payment method you provide.
    • You can direct us to invest, vary, transfer or convert the whole, or any part, of your investment portfolio. All investment activity and insurance decisions are subject to your approval.  For the avoidance of doubt, you are not under any obligation to follow, either wholly or in part, any recommendation provided by us.  However, if you do not proceed with any recommendation in its entirety or choose to direct us in the above manner, we are not responsible for the outcomes of the decisions you make.
    • Where this arrangement is with more than one person, your obligations apply to you both jointly and severally.
    • If you are a trustee, this arrangement will bind you in both your personal capacity and your capacity as a trustee;
  6. Instructions
    • If we are providing services to you jointly, we accept instructions from either of you.
    • You agree that any instructions you provide to us are subject to this arrangement and any applicable laws.
    • You agree that you will be bound by any instructions provided by you, or which we reasonably believe to be provided by you.
    • If you do not respond to a recommendation we communicate to you, we will interpret this as a decision not to proceed with a recommendation. The timeframe for a response before the recommendation expires is 30 days.
    • All information supplied by you will be treated as confidential and in line with applicable privacy laws and our Privacy Policy. Information will only be disclosed to a third party with your consent or as permitted by law.
  7. Associations and remuneration
    • Any association or relationship which could be considered capable of influencing us in providing our financial services to you, has been disclosed in our Financial Services Guide.
  8. Documents we provide to you
    • It is important for you to read documents provided by us and notify us promptly of the decision you have made in respect of a recommendation made by us, or if the meaning of any information is unclear.
  9. Review of our services
    • During the term of this arrangement, you are entitled to a review of our services on a frequency agreed in your OFA. The review will consider your objectives, financial situation and needs in light of previous personal advice provided by us to you.
  10. Liability and indemnities
    • You acknowledge and agree that we do not give any assurance or warranty in relation to future financial product performance or rate of return.
    • We are not responsible for any loss incurred by you as a result of any act, omission, deceit, neglect, mistake or default of any third party, except to the extent that the loss is attributable to our negligence, mistake, deceit or default.
    • To the extent that any loss, liability cost or expense to you is caused by our negligence, fraud or dishonesty, our liability is limited to the extent permitted by law to the value of the financial product or asset to which the liability arose at the time of the negligence, fraud or dishonesty.
    • This clause 10 shall survive termination of this arrangement.
  11. Warranties
    • By entering into this arrangement, you warrant that:
      • you have the power and authority to enter into this arrangement;
      • the information you have provided to us is true and correct; and
      • your obligations under this arrangement are valid and enforceable against you;
    • If you are a trustee, you further warrant that:
      • you are entitled to be indemnified out of the assets of the trust for liabilities which you may incur under this arrangement;
      • you have authority to enter into this arrangement; and
      • your instructions are lawful and authorised.
    • This clause 11 shall survive termination of this arrangement.
  12. Information and privacy
    • To enable us to provide the services to you effectively and efficiently, you agree to:
      • provide complete, accurate and up-to-date information concerning your personal circumstances, financial objectives, situation, needs and life goals, and inform us of any changes;
      • authorise us to access your information held by third parties to enable us to provide you with accurate and timely information. Information we receive will be used strictly for the purposes of providing the services.
    • You agree to provide us with all information requested by us in a clear, accurate and timely manner. You acknowledge that failure to do so may result in delays in us providing personal advice to you, or us being unable to provide personal advice to you altogether.
    • You acknowledge that you have read and understood our Privacy Policy, and consent to the collection, use and disclosure of your personal and other information, including use in order to verify your personal information for Anti-Money Laundering/Counter Terrorism Financing (AML/CTF) purposes.
  13. Amendment of this arrangement
    • We may amend the terms on which we provide our services (including the fees we charge for those services) by providing you 60 days’ written notice.
    • In addition to clause 13.1, this arrangement may be amended by the mutual agreement of the parties.
  14. Complaints
    • By entering into this arrangement, you have access to both our internal and external complaints handling mechanisms. Details of our dispute resolution mechanisms are contained in our Financial Services Guide.
  15. Termination of this arrangement
    • This arrangement may be terminated:
      • by you, immediately or at any time in the future, by providing us with 30 days written notice or telling us orally;
      • by us providing you with 30 days’ written notice; and
      • by us, if you breach the terms or conditions of this arrangement or any relevant law, or fail to make any fee payments which are required under this arrangement, by providing written notice of the termination.
    • This arrangement will terminate if:
      • after we have given you an OFA, you notify us in writing within the specified renewal period that you do not wish to renew the arrangement, in which case termination occurs on the day on which notification is given;
      • after we have given you an OFA, you fail to respond within the specified renewal period, in which case termination occurs 30 days after the last day of the specified renewal period;
      • after we have given you a new OFA, you respond orally within the specified renewal period to say that you do not wish to renew, in which case termination occurs 30 days after the last day of the specified renewal period (unless you wish to terminate earlier in accordance with clause 15.1.1);
      • we breach a statutory provision which causes automatic termination of the arrangement pursuant to statute;
      • an express term of any later ongoing fee arrangement in force between us and you causes automatic termination of this arrangement; or
      • we become aware that you have died, or, where this arrangement is with more than one person, that all of you are deceased.
    • Upon termination of this arrangement, we will:
      • no longer provide the services to you; and
      • stop charging fees for the services.
    • If there are any outstanding fees or charges associated with the services already provided in accordance with this arrangement, you will remain liable to pay those fees.
    • If we incur costs solely and directly because of termination of the arrangement by you, we may require you to pay those costs, and, if we require you to do so, you agree to pay them.
    • Clauses 15.4 and 15.5 survive termination of this arrangement.
  16. Assignment
    • You agree that we may assign our interest and responsibilities under this arrangement in our sole discretion by prior written notice to you.
    • You may not assign your interest under this arrangement to any other person without our prior written consent.
  17. Notice
    • If you need to contact us, you may do so by using the below contact details:
      • Email: hello@seedli.com.au
      • Phone: (02) 9424 1227
      • Mail: Level 5, 383 George Street Sydney, NSW 2000
    • If we need to contact you, we will use the contact details you provide to us.
    • Any communication sent electronically will be deemed received at the time it is sent. Any communication sent by post must be sent by priority post and will be deemed received four business days after the day on which it is sent.
    • You must inform us if you change your contact details. You are responsible for ensuring that we have up-to-date contact details for you.
  18. Previous ongoing fee arrangement
    • If there is an ongoing fee arrangement in force between us and you, immediately before this arrangement is entered into, then the entering into of this arrangement terminates that ongoing fee arrangement with immediate effect.
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