1. Introduction

1.1 Netwealth’s Professional Third Party Terms and Conditions ("Terms") are set out below. The Professional Third Party ("You") should read these Terms carefully. Netwealth may, acting reasonably and to the extent reasonably necessary to protect its legitimate business interests, vary the these Terms from time to time, with or without notice to you. If a material changes to these Terms occurs, we will notify You within 30 days after the date on which the change occurred.
1.2 You can obtain Personal Information in relation to Clients by logging on to the Website. This information is provided to enable You to provide Services to Clients.
1.3 By submitting Your registration agreement ("Agreement") application, You agree to be bound by these Terms when you access or use the Website or Personal Information.

2. Relationship

2.1 Nothing in these Terms constitutes or is to be deemed to constitute Your appointment as an employee of, agent of, partner or joint venture with Netwealth.
2.2 Netwealth may refuse to deal with You or refuse to provide You with Personal Information.
2.3 You must not do or omit to do any matter or thing when acting as a Professional Third Party or using Personal Information which would likely damage the reputation of Netwealth or cause a claim for compensation to be made against Netwealth.
2.4 You have no authority to make any oral or written representations on behalf of Netwealth.
2.5 Nothing in these Terms is to be interpreted as prohibiting or limiting Your right to carry out and conduct such other business, employment or undertaking as You see fit.
2.6 Nothing in these Terms constitutes or is to be deemed to constitute Your appointment as an agent of a Client and nothing in these Terms provides You with a right or power to provide instructions to Netwealth on behalf of a Client in relation to the Client or their Netwealth Account.

3. Your obligations

Compliance with the Law
3.1 You must at all times comply with the law and among other things You must:
3.2 comply with Your duties in relation to the privacy of Personal Information; and

3.2.1 comply with Your duties to provide the Services accurately and appropriately.

Compliance with the Terms
3.3 You must:

3.3.1 act at all times in accordance with the Terms; and
3.3.2 comply with the Website Terms and Conditions, including but not limited to notifying Netwealth of a loss of password or other potential breach of security.

General obligations
3.4 You must:

3.4.1 Access Personal Information only as authorised and instructed by the Client.
3.4.2 Access Personal Information solely for the provision of Services to the Client. You may report fraud and/or unethical behaviour of Netwealth or a Netwealth employee at any time to Netwealth’s Whistleblower email as detailed on the Website.
3.4.3 You may report fraud and/or unethical behaviour of Netwealth or a Netwealth employee at any time via Netwealth’s whistleblower program. For more information, go to https://www.netwealth.com.au/web/about-netwealth/whistleblower/.

3.5 You remain responsible for all actions taken by You, or any person that obtains access to the Website using a password that has been issued to You, whether that action is authorised by You or not and, for the purposes of these Terms, their acts will be taken to have been done by You.

Documentation and information
3.6 You may only access Personal Information in relation to a Client if You continue to provide Services to the Client and You must cease to access Personal Information when You cease to provide Services to the Client.

Communications to Netwealth
3.7 You must notify Netwealth as soon as reasonably practicable and in any case within 10 Business Days if You become aware:

3.7.1 that You are no longer appropriately authorised to provide the Services;
3.7.2 that there is or has been a material breach of the law, Your policies or practices that may in any way affect Your provision of Services or have an impact on the Client; or
3.7.3 of a material complaint made against You by a Client in relation to the Services.

3.8 You must notify Netwealth as soon as reasonably practicable and in any case within 10 Business Days of becoming aware that a Client is no longer receiving Services from You.
3.9 You are responsible for all costs, charges and expenses incurred by You in relation to the provision of Services.

4. Netwealth's obligations

Netwealth will provide You with:

4.1 an electronic interface to Netwealth in relation to Clients through the Website.
4.2 Netwealth endeavours to provide access to the Website in accordance with the Netwealth Website Terms and Conditions.
4.3 Netwealth will maintain the confidentiality of Clients’ details and comply with all relevant privacy laws and codes.
4.4 Netwealth will notify You within 10 Business Days of deciding to refuse to deal with You.
4.5 Netwealth will act on instruction from the Client or their Adviser Representative to remove You from having access to the Client’s account. Netwealth will notify You of this change within 10 Business Days.

5. Indemnity and Release

5.1 You agree to pay Netwealth the amount of any claims, liabilities, expenses, losses, penalties or costs (including legal costs on a full indemnity basis) Netwealth suffers or incurs arising out of or in connection with Your breach of these Terms or any conduct in relation to the Client(s), their Personal Information or the Website by You, except where and to the extent caused by the negligence, wilful misconduct or fraud of Netwealth or its officers, employees or agents. This is a continuing obligation independent of the other terms and conditions. It continues after You cease to provide Services in connection with the Clients and/or use the Website and it is not necessary for Netwealth to incur any expense before acting to enforce this clause. 
5.2 Neither party may assign or novate their rights or obligations under these Terms without the prior written consent of the other party.
5.3 Netwealth may assign its rights under these Terms to any of its related bodies corporate without Your consent. Netwealth will notify You in writing if it does so and the date the assignment will take effect.

6. Proper Law

6.1 These Terms are governed by the laws in force in Victoria. All parties submit to the non-exclusive jurisdiction of the courts of Victoria.

7. Termination

7.1 Either party may terminate the Agreement upon 5 Business Days’ prior written notice.
7.2 Netwealth may terminate the Agreement immediately if:

7.2.1 You become insolvent;
7.2.2 You cease to carry on business or provide the Services; or
7.2.3 You breach the Corporations Act in a material respect or you breach the Terms in a material respect. 

8. Your privacy

8.1 Subject to the Privacy Policy, Netwealth may use personal information regarding You for the following purposes:

8.1.1 assessment of identification;
8.1.2 assessment of applications for registration; and
8.1.3 assisting customers or their Adviser Representatives with queries.

8.2 Subject to the Privacy Policy, Netwealth may also provide personal details relating to You to:

8.2.1 enable the operation of Products (such as by providing details to fund managers, life insurers, etc); and/or
8.2.2 enable research to be conducted by fund managers.

8.3 Netwealth may provide details, including personal details, of You, where required to do so in accordance with the law, such as to a Regulator or Commissioner.
8.4 Netwealth is bound by the Privacy Act 1988 (Cth) and in accordance with the Australian Privacy Principles has its Privacy Policy, which is available free of charge on the Website or by contacting us to request a copy.

9. Definitions

Unless the context requires otherwise, when used in this form the following terms have the meanings given to them below:

Adviser Representative: A financial adviser appointed by a Client to provided instructions to Netwealth on behalf of the Client in relation to a Netwealth Account, as described in the applicable disclosure documents for each Product.

Client: a person who has invested in or holds a Netwealth Account (or has previously invested in or held a Netwealth Account) and who has nominated You or authorised Your nomination as a Professional Third Party in connection with that Netwealth Account and who has not subsequently cancelled that nomination.

In writing: Includes by any form of electronic communication.

Netwealth, us or we: Netwealth Investments Limited ACN 090 569 109 or any agent appointed by Netwealth for the purpose of providing You access to the Website or to Personal Information.

Netwealth Account: An account held with Netwealth by a Client in relation to the Products.

Personal Information: Information about a Client and their Netwealth Account that is obtained by You or is available to You by logging onto the Website, including information displayed online and information provided by reports downloaded from the Website.

Privacy Policy: Netwealth’s privacy policy (https://www.netwealth.com.au/web/privacy-policy/) as amended from time to time.

Products: A financial product that is issued or made available by Netwealth including, without limitation, a superannuation master fund, an investor directed portfolio service or a managed investment scheme.

Professional Third Party: You the Professional Third Party as nominated or authorised by a Client to access Personal Information.

Services: The services You provide to Clients by arrangement with the Client.

Terms: These terms and conditions set down in this Agreement between You and Netwealth.

Website: The Netwealth website at www.netwealth.com.au and related websites and/or other websites used by Netwealth from time to time in connection with the Products.

Website Terms and Conditions: the Netwealth website terms and conditions (www.netwealth.com.au/web/terms-and-conditions/) as amended from time to time.

You: The Professional Third Party. Your and Yourself have corresponding meanings.