This document sets out the agreement between you and Netwealth in relation to your membership of Colab. If you become a member of Colab, you agree to be bound by this agreement (as varied from time to time).
1. Definitions and interpretation
1.1. Definitions
In this agreement, these terms have the following meanings unless the contrary intention appears.
| Term | Definition |
| Adviser Remuneration | has the same meaning as in your ‘Adviser Registration Agreement’ or ‘Licensee Registration Agreement’ (as applicable) with Netwealth. |
| Application Form | means the membership application form (which may be electronic) prepared by Netwealth under which individuals will apply for membership of Colab. |
| Colab | A program operated by Netwealth to facilitate education and training, networking, and collaboration for financial advisers and others within the wealth management industry. |
| Colab Online | An online facility or platform made available by Netwealth for Members to access information about Colab, and to participate in discussions with other Members. |
| Conflicted Remuneration | has the meaning given to that term in section 963A of the Corporations Act 2001 (Cth). |
| FoFA | The provisions of Part 7.7A of the Corporations Act 2001 (Cth) and associated regulations (known as the Future of Financial Advice regime). |
| Member | A person who has been accepted as a member of Colab and whose membership has not been terminated in accordance with this agreement. The word “Membership” has a corresponding meaning. |
| Membership Fee | The annual fee, as notified by Netwealth. |
| Membership Year |
in relation to a Member, means: a. for your first Membership Year, the period starting on the day you become a Member and: i. if you become a Member before 1 January 2023, ending on 31 December 2023; or ii. if you become a Member on or after 1 January 2023, ending on the day before the anniversary of the day you became a Member; and b. for subsequent Membership Years, the period of 12 months starting on the anniversary of the day you became a Member. |
| Netwealth | Netwealth Investments Limited (ABN 85 090 569 109; AFSL 230975). |
| Personal Information | has the meaning given to that term in the Privacy Act 1988 (Cth). |
| Registered Person |
A person who: a. has a current ‘Licensee Registration Agreement’ or ‘Adviser Registration Agreement’ with Netwealth; or b. who is a ‘User’ for the purposes of a current ‘Licensee Registration Agreement’ or ‘Adviser Registration Agreement’,and who Netwealth is aware provides financial product advice to retail clients. |
| Tribe | A sub-group within Colab established by Netwealth for Members with particular characteristics (such as particular types of clients). |
1.2 Interpretation
1.2.1. Rules for interpretation
In this agreement, unless the contrary intention appears:
a. the singular includes the plural (and vice versa);
b. a reference to a gender includes all genders;
c. a reference to a person includes an individual, a firm, a body corporate, a partnership, an unincorporated body or association, or a government agency;
d. a word or expression that has a meaning in the Corporations Act 2001 (Cth) has the same meaning in this agreement (and, if there are multiple meanings, the meaning applicable to Chapter 7 of the Corporations Act 2001 applies);
e. the words “for example”, “such as”, “including” or other similar expressions do not limit the meaning of the words to which the example relates;
f. a reference to a group of persons or things is a reference to two or more of them jointly and each of them individually; and
g. a reference to “$” is to Australian dollars.
1.2.2 Headings
Headings are for convenience only and do not affect the interpretation of this agreement.
2. Membership
2.1 Eligibility for membership
You are only eligible to become a member of Colab if Netwealth has invited you to become one. If you are a Registered Person, Netwealth may invite you to join Colab if Netwealth considers that a Tribe relevant to you has been established.
2.2 Application for membership
To apply for membership of Colab, you must complete an Application Form. Despite an invitation, Netwealth may reject an application for membership if:
a. Netwealth considers that accepting the application might breach any law or might cause harm or reputational damage to Colab or to Netwealth;
b. the Application Form contains misleading or incorrect information;
c. you are bankrupt or insolvent; or
d. you are not a Registered Person.
2.3 Term of membership
When you join Colab, you will become a Member for the Membership Year. Subject to clauses 6.1 and 6.2, your membership will automatically renew for each subsequent Membership Year unless you have notified Netwealth pursuant to clause 6.1(a).
2.4 Nature of membership
You acknowledge that Colab is a program owned and operated by Netwealth, and that Colab is not an association or a body corporate. The use of the terms “member” or “membership” (or similar) do not mean that you:
a. have any ownership interest in Colab;
b. are entitled to any voting rights in Colab;
c. have a say in the management of Colab; or
d. have any share of revenue or assets associated with Colab.
3. Membership Fee
3.1 Membership Fee on joining
The Membership Fee payable when you first join Colab will be listed in the Application Form that will be provided to you by Netwealth if Netwealth invites you to join.
3.2 Subsequent years
Subject to clause 6.0, Netwealth will notify you of the Membership Fee applicable for a subsequent Membership Year at least 60 days before the end of the then-current Membership Year.
3.3. Payment of the Membership Fee
Unless Netwealth has agreed otherwise with you in writing:
a. the full Membership Fee in respect of a Membership Year is payable upfront in accordance with the invoice that Netwealth sends you;
b. you agree that Netwealth may deduct the Membership Fee from any Adviser Remuneration payable to you (or, if applicable, payable to your Australian financial services licensee in respect of you, in which case you must ensure that your Australian financial services licensee is aware of this arrangement); and
c. if Netwealth is unable, for any reason, to deduct the full amount of the Membership Fee from your Adviser Remuneration, you will promptly pay any outstanding amount to Netwealth.
4. Membership benefits
4.1 What’s included?
In consideration for the Membership Fee, as a Member you will be:
a. given access to Colab Online;
b. invited to attend education and training courses relevant to your Tribe (which may be in person or conducted online) – additional fees may apply for events held in conjunction with education or training courses; and
c. invited to attend other networking events relevant to your Tribe – additional fees may apply.
From time to time, Netwealth may also offer you other benefits in association with your membership.
4.2 Future of Financial Advice
4.2.1 Education and training
Netwealth will uses its reasonable endeavours to ensure that all education or training courses or materials provided to Members through Colab satisfy the requirements of section 963C(1)(c) of the Corporations Act 2001 (Cth).
4.2.2 Variation of benefits
Notwithstanding anything in this document, Netwealth may vary the membership benefits, or withhold membership benefits from some or all Members, if Netwealth reasonably believes that the provision of those benefits to those Members would be prohibited under FoFA. The exercise of Netwealth’s rights under this clause 4.2.2 does not entitle affected Members to a refund of any part of the Membership Fee.
4.2.3 Member representations and warranties
You represent and warrant that:
a. before applying to join Colab, you have considered your obligations under FoFA and you have satisfied yourself that membership of Colab and the benefits likely to be received through Colab will not constitute Conflicted Remuneration; and
b. while a Member, you will consider your obligations under FoFA and will not accept any benefit associated with Colab unless you have satisfied yourself that the benefit does not constitute Conflicted Remuneration.
5. Member conduct
5.1. Colab Online
You agree to comply with any terms of use applicable to Colab Online as published on Colab Online from time to time. Without limiting any such terms, you agree that you:
a. will not post any abusive, offensive, defamatory or illegal material on Colab Online;
b. will not post anything to Colab Online that infringes any other person’s intellectual property rights;
c. will not post anything to Colab Online that infringes or breaches any obligations of confidentiality; and
d. will not use Colab Online to advertise any products, services or jobs vacancies, or to approach any other Member with an offer of employment (or similar).
5.2 Confidentiality
You agree to keep all information you obtain through your involvement in Colab confidential, unless:
a. you have the written consent of the person who disclosed the information;
b. such information is already in the public domain other than as the result of your breach of an obligation of confidentiality or, to your knowledge, another person’s obligation of confidentiality; or
c. you are required to disclose the information by law or the requirements of a relevant securities exchange.
5.3 Privacy
a. You consent to Netwealth’s use and disclosure of any Personal Information you provide in accordance with its privacy policy, available at www.netwealth.com.au, and consent to Netwealth disclosing your Personal Information to its contractors and external service providers in relation to the operation of Colab.
b. You acknowledge that Netwealth is not responsible for any loss or liability which may result from Netwealth providing your Personal Information to its contractors or external service providers, except (i) where, and to the extent that, any loss or liability is directly caused by the negligence, fraud or wilful misconduct of Netwealth, or (ii) the extent any liability implied by law cannot be excluded.
c. You agree that you will not disclose or use any Personal Information that you obtain through your involvement in Colab except with the consent of the relevant individuals. You acknowledge and agree that, if you disclose any Personal Informant to other Members (for example, via Colab Online), Netwealth cannot control and is not responsible for how other Members might use that Personal Information.
5.4 Compliance with law
You must ensure that your membership or participation in Colab does not breach any law (including FoFA). If your continued membership or participation in Colab would breach any law, you must promptly notify Netwealth in writing and terminate your membership under clause 6.1(b).
6. Termination
6.1 You may terminate
You may terminate your membership:
a. with effect from the end of the then-current Membership Year, by giving Netwealth written notice at least 30 days before the end of that Membership Year that your membership will not be renewed for the subsequent Membership Year; or
b. with immediate effect upon receipt by Netwealth, by giving Netwealth written notice that you are required to terminate your membership pursuant to clause 4.
6.2 Netwealth may terminate
Netwealth may terminate your membership:
a. with effect from the end of the then-current Membership Year by notifying you at least 60 days before the end of that Membership Year that your membership will not be renewed; or
b. with immediate effect by notice to you if:
i. you breach any term of this agreement;
ii. Netwealth reasonably considers, having regarding to Netwealth’s legitimate business interests , that your continued Membership of or participation in Colab would breach any law or would cause harm or reputational damage to Colab or to Netwealth;
iii. your Application Form contained misleading or incorrect information;
iv. you become bankrupt or insolvent; or
v. if were are a Registered Person when you became a Member, you cease to be a Registered Person.
6.3 Discontinuation of Colab or Tribe
6.3.1 Discontinuation of Colab
Netwealth may discontinue the Colab program in its entirety:
a. Immediately, by giving notice to Members, if Netwealth considers that the continued operation of Colab would breach any law (for example, FoFA); or
b. by giving Members at least 30 days’ prior written notice.
If Colab is discontinued under this clause 6.3.1, your membership will terminate at the same time as the discontinuation of Colab takes effect.
6.3.2 Discontinuation of a Tribe
Netwealth may discontinue any Tribe in its entirety by giving Members of that Tribe at least 30 days’ prior written notice. If you are a Member of that Tribe and not a Member of any other Tribe, your membership will terminate at the same time as the discontinuation of the Tribe takes effect unless, before that time, Netwealth has agreed in writing to transfer your membership to another Tribe for which you are eligible.
6.4 Fees on termination
6.4.1 Where no refund is payable
If your membership is terminated prior to the end of a Membership Year under clauses 6.1 or 6.2, you will not be entitled to a refund of any part of the Membership Fee, unless it would be unlawful for Netwealth to retain the Membership Fee. You remain liable for any part of the Membership Fee that you have not yet paid.
6.4.2 Where you will receive a refund
If your membership is terminated under clause 6.3 prior to the end of your Membership Year, Netwealth will refund a portion of the Membership Fee that you have paid in respect of that Membership Year, calculated as
(MF ÷ 12) × R
Where:
MF = the Membership Fee actually paid by you; and
R = the number of whole months remaining in your Membership Year.
7. Liability
7.1 Indemnity
You indemnify Netwealth against any loss, cost, liability, expense or damages that Netwealth incurs arising in connection with:
a. a claim that any information shared by you in connection with your membership (including posted in Colab Online) breaches (i) another person’s intellectual property rights or (ii) an obligation of confidentiality; or
b. your fraud, negligence, dishonest conduct, or breach of this agreement.
7.2. Limitation of liability
Except to the extent that the law does not permit liability to be excluded, Netwealth’s liability to you in relation to any matter in connection with Colab or this agreement is limited to repayment of the Membership Fee paid by you in respect of the Membership Year in which the liability arises. In no circumstances will Netwealth be liable for any consequential loss, including loss of profits, loss of opportunity, or loss of goodwill.
8. General
8.1. Variation
You acknowledge and agree that Netwealth in its sole discretion may, acting reasonably and to the extent reasonably necessary to protect Netwealth’s legitimate business interests, vary this agreement (including by inserting additional clauses) from time to time. Netwealth will give you at least 30 days’ notice in writing before any such variations take effect.
8.2. Assignment
Netwealth may assign its interests under this agreement to a related body corporate without your consent. Otherwise, neither party may assign its interests under this agreement without the other party’s prior written consent.
8.3. Entire agreement
This document and the Application Form constitute the entire agreement between the parties about this subject, and any previous agreements, understandings and negotiations on the subject matter cease to have any effect. You acknowledge that no representations and warranties about Colab or the subject matter of this agreement have been made by, or on behalf of, Netwealth except as expressly set out in this agreement and the Application Form.
8.4 Governing law
This agreement is governed by the laws of Victoria. The parties submit to the non-exclusive jurisdiction of the courts of Victoria.
8.5 Severability
Each provision of this agreement is individually severable. Any provision of this agreement, which is wholly or partially void or unenforceable, is severed to the extent that it is void or unenforceable (and the validity or enforceability of the remainder of this agreement will not be affected).
This document takes effect as an agreement.