Portal Terms of Use

LaVista Licensee Solutions is made available to you by LaVista Licensee Solutions Pty Ltd ACN 630 086 716 (Provider, we, us, our). By registering with LaVista Licensee Solutions, you agree that:

  1. you have read and understood these terms and conditions; and
  2. your use of LaVista Licensee Solutions is subject to these terms and conditions.

Registration by you with LaVista Licensee Solutions will constitute acceptance of these terms and conditions. You agree that you will not submit additional registration requests using different electronic mail addresses or other contact details.

The services provided in connection with LaVista Licensee Solutions are administration and support services only. LaVista Licensee Solutions Pty Ltd or any of its related bodies corporate (together LaVista and its Related Parties) accept no responsibility for your licence obligations or your on- going compliance with your legal requirements.

General

  1. The Provider agrees to:
    1. register you as a user of LaVista Licensee Solutions and allow you to use LaVista Licensee Solutions on and subject to these terms; and
    2. issue you with a password to access LaVista Licensee Solutions.

Practice Principals

Important: Applies to all directors of an Australian Financial Services Licensees (“Practice Principal”)

  1. If you are a Practice Principal, registration by you with LaVista Licensee Solutions will constitute your licensee’s acceptance of these terms and conditions. You agree to ensure that all Practice Principals and any persons authorised under your AFSL will be bound by these terms and conditions when they use LaVista Licensee Solutions.
  2. Where we have used the term “you” or “your” in these terms and conditions, this refers to you in your capacity as an individual user and in your capacity as the Practice Principal.
  3. This means you must comply with, and ensure that any LaVista Licensee Solutions users authorised under your AFSL comply with, these terms and conditions.
  4. For a Practice Principal who is bound by a LaVista Services Agreement, you will continue to be bound by it until its termination.

Nominated users

  1. In respect of a Service, a LaVista Licensee Services may permit you to nominate additional users to access a Service. You acknowledge that each additional user you nominate must be notified in writing to LaVista Licensee Solutions.
  2. You acknowledge that you are solely responsible for the acts and omissions of any nominated user.

Services

  1. LaVista Licensee Solutions provides you with access to:
    1. subject to the payment of any applicable fee and your agreement to the LaVista Services Agreement, the Core Package;
    2. subject to the payment of any applicable fee and your agreement to the LaVista Services Agreement, the Additional Services; and
    3. the External Providers.
  2. The Provider may, in its absolute discretion and without notification to you, change the Services available through LaVista Licensee Solutions and the External Providers that you can access through LaVista Licensee Solutions at any time.

Passwords and security

  1. You agree to take all reasonable precautions to protect the integrity of the password provided to you and not reveal the password to any other person.
  2. You will be responsible for:
    1. all acts of unauthorised use of your password by any person; and
    2. for the payment of all fees and costs incurred, and damages suffered, by you, LaVista Licensee Solutions and a related body corporate of LaVista Licensee Solutions or any third party, as a result of that unauthorised use.
  3. You agree to notify us immediately if you:
    1. become aware you have forgotten or lost your password;
    2. suspect or become aware of any unauthorised use of your user name or password; or
    3. encounter any unusual or suspicious difficulties logging on to LaVista Licensee Solutions that might indicate a security breach in relation to your user name or password.
  4. You are responsible for all hardware and software that you use to access LaVista Licensee Solutions and the Services and all modifications to it (even if required due to the way in which the Provider provides LaVista Licensee Solutions or a provider provides a Service through LaVista Licensee Solutions) are at your cost unless agreed in the LaVista Services Agreement.
  5. You must maintain the quality, efficiency, integrity and security of the systems you use in connection with LaVista Licensee Solutions.

Your ongoing obligations

  1. You agree to:
    1. be solely responsible for your use of any Services, including all information accessed via LaVista Licensee Solutions, and any breach of these terms and conditions;
    2. your use of any Services for lawful purposes only;
    3. notify us immediately of any change in your contact details;
    4. notify us immediately if you gain access to any content which you know or suspect you are not authorised to access through LaVista Licensee Solutions;
    5. notify us immediately of any difficulties, errors or other problems experienced with LaVista Licensee Solutions that might indicate a security breach in relation to your or another person’s user name or password;
    6. not use LaVista Licensee Solutions in a way that might result in a security breach in relation to your or another person’s user name or password, or that, in our reasonable opinion, may otherwise adversely affect the use of LaVista Licensee Solutions by other users, or adversely affect the efficiency or security of LaVista Licensee Solutions as a whole;
    7. be solely responsible for any charges related to mobile or internet connection and use levied by a telecommunications carrier or internet service provider to use LaVista Licensee Solutions and a Service;
    8. supply LaVista Licensee Solutions with all relevant information to enable LaVista Licensee Solutions to fulfil its obligations under these terms and conditions;
    9. comply with any reasonable directions that LaVista Licensee Solutions gives you from time to time regarding the use of LaVista Licensee Solutions or a Service;
    10. if you are an AFSL holder, not represent to any person that LaVista Licensee Solutions is responsible for, or has provided or approved, any of your compliance policies or obligations you may have as an AFSL holder; and
    11. not conduct yourself in a way which adversely affects LaVista Licensee Solution’s reputation.
  1. You acknowledge and agree that:
    1. LaVista Licensee Solutions and the Services are designed for AFSL holders, Practice Principals or any person who is responsible for an AFSL, advisers, paraplanners and their support staff only and not their clients;
    2. LaVista Licensee Solutions does not have any responsibility for your obligations as an adviser or AFSL holder (if applicable); and
    3. You are solely responsible for your legal and compliance obligations and ensuring you meet them.
  1. You warrant that:
    1. You are an AFSL holder, Practice Principal or a person who is responsible for an AFSL, adviser, paraplanner, or support staff to a person in such a position;
    2. You are not prevented by any law or contract from accessing or using the content available through LaVista Licensee Solutions in the manner proposed by you (and, to the extent you are prevented, you agree you will not access or use the content available through LaVista Licensee Solutions); and
    3. you hold all necessary licences, approvals and authorities to access and use the content available through LaVista Licensee Solutions or a Service in the manner proposed (and, to the extent you do not hold the necessary licenses, approvals and authorities, you agree you will not access or use the content available through LaVista Licensee Solutions or a Service).

Compliance with Additional Terms and Conditions and Disclaimers

  1. You acknowledge and agree that each relevant LaVista Licensee Solutions Provider or any other party providing or involved with a Service may require you to agree to additional terms and conditions relating to a Service before you (or your nominated users) are granted or permitted access to use of that Service or parts of that Service (“Additional Terms and Conditions”).
  2. You acknowledge that any Service provided under Additional Terms and Conditions may also be subject to the obligations and relevant provisions in these terms and conditions.
  3. You must comply with, and must ensure that all your nominated users comply with the Additional Terms and Conditions (as may be amended or replaced in accordance with their terms).
  4. If you or your nominated users do not comply with the Additional Terms and Conditions in relation to a particular Service, the provider of that Service may cancel your access to that Service and the access of any nominated user, without liability to the provider of that Service.
  5. You acknowledge and agree that the provision of a Service, and any Additional Terms and Conditions on which that Service may be provided, are subject to the agreement of the relevant provider and is subject to change without notice.
  6. You acknowledge and agree that your use of any content, documents or articles (“Materials”) available through LaVista Licensee Solutions or made available or provided to you in connection with a Service is subject to any disclaimer included in or accompanying those Materials.
  7. Without limiting paragraph 25, where Materials are expressed to be for “adviser use only” you acknowledge and agree:
    1. the Materials are for the information of financial advisers only;
    2. the Materials must not be copied, used, reproduced or otherwise distributed or made available to any retail client or third party, or attributed to LaVista Licensee Solutions; and
    3. the Materials do not contain, and should not to be taken to contain, any financial product advice.

Third party content and services

  1. Some of the content available on LaVista Licensee Solutions and through the Services is provided by third parties (including External Providers) who are not related to us. LaVista Licensee Solutions is in no way responsible for and does not guarantee the quality or accuracy of the content provided by these third parties.
  2. LaVista Licensee Solutions may contain links to websites operated by third parties (including External Providers) who are not related to us. LaVista Licensee Solutions is in no way responsible for and does not guarantee the quality or accuracy of the content, information, products or services displayed or offered on these third party websites. These links are provided for convenience only and do not represent any endorsement or approval by LaVista Licensee Solutions of those third parties or the information, products or services displayed or offered on the third party websites.
  3. If you enter into an agreement with an External Provider for the provision of services, LaVistia Licensee Solutions is in no way responsible for and does not guarantee the quality or accuracy of the services provided by those External Providers. Any arrangement you have with an External Provider will be governed by separate terms and conditions set by the External Provider.

Intellectual property rights

  1. Copyright and all other intellectual property rights in the content remain our exclusive property or the property of the identified provider of the information, as the case may be. You acknowledge and agree that neither you nor your nominated users have any proprietary rights in relation to any such content.
  2. You acknowledge the intellectual property rights specified in paragraph 28 and agree not to infringe the copyright or other intellectual property rights owned by us, developers or the relevant provider of the information, as the case may be, or permit or allow any infringement of those rights, except to the limited extent expressly provided for in these terms.
  3. A breach of paragraphs 28 or 29 is a breach of copyright and may expose you to legal action by the copyright owner.
  4. The information available on the internet is not under our control and may be subject to the copyright of the particular author. You acknowledge you should seek and obtain the consent of the particular author prior to copying or reproducing any information obtained through the internet or you may be exposed to liability for breach of copyright.
  5. We do not give any warranty or make any representation that any use of LaVista Licensee Solutions or a Service or the content available on or through LaVista Licensee Solutions or a Service by you will not infringe any third party’s rights.
  6. Where LaVista Licensee Solutions in accordance with the terms of any licensing or user agreement between LaVista Licensee Solutions, or a related body corporate of LaVista Licensee Solutions, and the supplier of software, allows you or your nominated users, to use software provided by that supplier, you agree, and agree to use your best endeavours to ensure, that:
  1. any such use of the software will be restricted to the rights which the software supplier allows the user to enjoy;
  2. any such use will at all times be subject to the terms of the licensing or user agreement between LaVista Licensee Solutions, or a related body corporate of LaVista Licensee Solutions, and the software supplier; and
  3. the software will only be used in accordance with LaVista Licensee Solutions and the supplier’s instructions.
  1. You agree, and agree to use your best endeavours to ensure, that, in respect of software that you or your nominated users are licensed or permitted to use under paragraph 33:
    1. the software will only be used in connection with, and in the manner permitted by, these terms and conditions or any applicable Additional Terms and Conditions;
    2. no part of the software will be modified, copied, reproduced, disassembled, decompiled, reverse assembled or reverse engineered;
    3. the software will be kept safe and there will be no unauthorised access to and use of the software; and
    4. any defects in the software will be promptly reported to the provider.
  2. LaVista Licensee Solutions may terminate your licence to use any software provided by a third party supplier at any time by notice to you.
  3. You agree and acknowledge that:
    1. LaVista Licensee Solutions retains all right, title and interest in the LaVista Licensee Solution’s trademarks and that all goodwill pertaining to those trademarks remains with LaVista Licensee Solutions. Nothing in these terms and conditions will be construed as giving any interest, goodwill or intellectual property rights in those trademarks to you or your nominated users;
    2. Any trade mark belonging to LaVista Licensee Solutions which is used by you or a nominated user under these terms and conditions or any Additional Terms and Conditions must only be used in accordance with these terms and conditions or any Additional Terms and Conditions (as the case may be) and with the LaVista Licensee Solution’s authority and approval.

Liability and indemnities

  1. You will indemnify and keep indemnified a LaVista Licensee Solutions, its related bodies corporate and its directors, officers, employees, contractors, representatives and agents from and against all and any charges, claims, costs, losses, damages, expenses and liabilities that arise directly or indirectly in relation to, or in connection with, LaVista Licensee Solutions or the Services, including from:
    1. any negligent act or omission of you or any nominated user;
    2. any act or omission of you or your nominated user in breach of these terms and conditions or any Additional Terms and Conditions;
    3. a claim of any nature (including a claim for negligence of the LaVista Licensee Solutions or a third party) in relation to, or in connection with, the Services arising from conduct referred to in paragraphs 37(a) and (b).
  2. The indemnity granted in paragraph 37 shall not be terminated or limited by or upon the termination of your use of LaVista Licensee Solutions, any Service, or these terms and conditions (“Termination Date”) with respect to your conduct or the conduct of any nominated user up to the Termination Date.
  3. Nothing in these terms and conditions excludes, restricts or modifies any consumer guarantee, right or remedy conferred by the Australian Consumer Law, Schedule 2 of the Competition and Consumer Act 2010 (Cth) (if applicable) or any other applicable Relevant Law that cannot be excluded, restricted or modified by agreement. To the extent permitted by the relevant statute, the liability of LaVista Licensee Solutions for a breach of such a condition, warranty, right or remedy is limited, at the option of a LaVista Licensee Solutions, to the supply of the relevant Service again or to the payment of the cost of having the relevant Service supplied again.
  4. Any representation, warranty, condition, guarantee, indemnity or undertaking that would be implied in, or affect, these terms and conditions by legislation, common law, tort, equity, or by course of performance, dealing, trade, custom or usage is excluded to the maximum extent permitted by Relevant Law.
  5. LaVista Licensee Solutions makes no representations or warranties, express or implied, to you, in relation to:
    1. LaVista Licensee Solutions;
    2. the Services (including whether the Services meet your or a nominated user’s particular objectives, requirements or legal obligations);
    3. which Services you should select (including whether the Services that you select are appropriate for you or any nominated user or whether you should select other or Additional Services);
    4. a third party which LaVista Licensee Services arranges to provide any Service;
    5. an External Provider; or
    6. the truth, accuracy or completeness of any information provided by a Service or External Provider, or to the reliability of the source of that information.
  6. You acknowledge and agree that you register for LaVista Licensee Solutions, acquire a Service and agree to these terms and conditions or any Additional Terms and Conditions at your own risk and solely in reliance on your own judgment and acknowledge that, except as expressly stated in these terms and conditions, you have not relied upon any warranty, representation or undertaking of any kind made by or on behalf of LaVista Licensee Solutions in relation to the subject matter of these terms and conditions or the selection of Services.
  7. You will not, in any circumstances, have any cause of action against, or right or claim to recover from, LaVista Licensee Solutions or a Related Entity, and LaVista Licensee Solutions its its Related Entity is not liable for, any loss or damage of any kind (consequential loss), which directly or indirectly results from:
    1. providing LaVista Licensee Solutions or a Service or any part of it or any other information provided through LaVista Licensee Solutions or a Service;
    2. any defect, malfunction, default, error, omission, delay or breakdown in LaVista Licensee Solutions, a Service or any part of either;
    3. any suspension of LaVista Licensee Solutions or a Service;
    4. arranging for the provision of the Services;
    5. the provision of the Services by any person; or
    6. the selection of the Services.

As per paragraph 39, nothing in these terms and conditions is intended to exclude, restrict or modify the exercise of any right conferred by a Relevant Law or the LaVista Licensee Solution’s liability for a breach of, or negligence in respect of, a term or condition.

  1. If the Services include or involve the provision of information, LaVista Licensee Solutions makes no representations or warranties, express or implied, that any such information is accurate, up to date, complete or fit for any purpose, and it has made no inquiry as to the truth or completeness of that information or the reliability of the source of that information. You acknowledge and agree that the purpose of the information is to assist you receiving the information to undertake your own inquiries and analysis. Any reliance placed on any such information by you is entirely at your own risk and LaVista Licensee Solutions is not liable for any loss or damage arising from such reliance (including direct, indirect, incidental, special or consequential loss or damage, loss of profits and loss arising from business interruption).
  2. You acknowledge that a Service may include the provision of documents which contain information, material, procedures, disclaimers or disclosures applicable to the provider of that Service only, and to the extent to which those documents are used by you under these terms and conditions or Additional Terms and Conditions, you must review and amend such documents to suit your own circumstances.

Variation of these terms

  1. LaVista Licensee Solutions may, where required by law or otherwise in its absolute discretion, vary these terms and conditions, including by the introduction of new or replacement terms and conditions. LaVista Licensee Solutions may do this at any time but must give you 30 days’ notice in writing (which may be a notice by email or other electronic communication through LaVista Licensee Solutions) of any change that it reasonably considers to be materially adverse to your interests.

Suspension of access or services

  1. LaVista Licensee Solutions may suspend access to LaVista Licensee Solutions or any Service available through LaVista Licensee Solutions where it reasonably considers it to be necessary or desirable (and where applicable, for such period as LaVista Licensee Solutions reasonably considers to be necessary or desirable):
    1. having regard to:
      1. the law; or
      2. the quality, efficiency, integrity or security of LaVista Licensee Solutions or a Service; or
      3. any reputational impact on LaVista Licensee Solutions or a Related Entity; or
    2. on reasonable notice to you.
  2. LaVista Licensee Solutions must use its best endeavours to ensure that any suspension is carried out at times that in its reasonable opinion would have least effect on you and other users of LaVista Licensee Solutions or the Services (as applicable).

Delegation and assignment

  1. LaVista Licensee Solutions may delegate or subcontract to another party any part of its obligations in respect of the use and operation of LaVista Licensee Solutions or the Services.
  2. LaVista Licensee Solutions may assign its rights under these terms and conditions or any Additional Terms and Conditions, or novate its rights and obligations under this agreement or Additional Terms and Conditions to a third party. LaVista Licensee Solutions may assign its rights, or novate its right and obligations to:
    1. a related entity of LaVista Licensee Solutions; or
    2. a purchaser or transferee of all or part of the business of LaVista Licensee Solutions; or
    3. any other entity determined by LaVista Licensee Solutions from time to time.

You agree through your acceptance of these terms and conditions that you consent to such future novation, and that you will sign any document required (or agree to any such document electronically) or provide any consent required in future (if any) to effect this novation. You acknowledge that you will not be unfairly prejudiced by such future novation. We will notify you (which may be a notice by email or other electronic communication through LaVista Licensee Solutions) when such an assignment or novation takes place.

Termination

  1. This agreement shall continue until terminated in accordance with these terms.
  2. LaVista Licensee Solutions may terminate this agreement:
    1. on 30 days notice;
    2. if you have not accessed LaVista Licensee Solutions for 12 months; or
    3. when your access to LaVista Licensee Solutions is otherwise withdrawn in accordance with these
  3. LaVista Licensee Solutions will terminate your access to LaVista Licensee Solutions and this agreement where you instruct us to cancel your access to LaVista Licensee Solutions. Unless otherwise agreed by LaVista Licensee Solutions, you must provide us with 30 days of notice for any termination.
  4. Without limiting any other right of termination or suspension that LaVista Licensee Solutions may have under these terms with respect to LaVista Licensee Solutions, the Provider may terminate these terms, or in its discretion suspend LaVista Licensee Solutions (for such period as we reasonably consider to be necessary or desirable), immediately, without notice, if you:
    1. breach LaVista Licensee Solution’s or a third party’s copyright or other intellectual property rights;
    2. become or threaten to become insolvent;
    3. have or will in our reasonable opinion use LaVista Licensee Solutions for any unlawful or improper purpose or in a way that may jeopardise the security or integrity or interfere with the proper operation of any part of LaVista Licensee Solutions; or
    4. your nominated user engages in any conduct or activity which, in the Provider’s reasonable opinion, is likely to cause the Provider’s name, or the name of LaVista Licensee Solutions or its Related Party be brought into disrepute, or endangers, or is likely to endanger, an AFSL of a LaVista Licensee Solutions Related Party.
  5. Termination of these terms and conditions, however caused, shall be without prejudice to our rights (or the rights of LaVista Licensee Solutions) accrued to the date of termination.
  6. If you breach any provision of these terms and conditions, you acknowledge that we may not have an adequate remedy in damages and will be entitled to seek injunctive relief against you from an appropriate court and to recover related legal costs and expenses from you in order to maintain the integrity of LaVista Licensee Solutions or to prevent loss being suffered by us or any anyone else.
  7. Any provision of these terms and conditions that is expressed to, or which by its nature is intended to, survive the termination of the terms and conditions will survive the termination of these terms and conditions.

Earlier representations

  1. Any representation, undertaking, proposal, covenant or agreement, whether written or oral, not contained within these terms and conditions or any Additional Terms and Conditions or the LaVista Services Agreement or any document that forms part of that Agreement is void.
  2. To the extent of any inconsistency between the LaVista Services Agreement and these Terms and Conditions or any Additional Terms and Conditions, the terms within the LaVista Services Agreement prevails.

Waiver

  1. Any waiver by us of a breach by you of any provision of these terms and conditions shall be limited to the particular breach and shall not operate in any way concerning any future or other breach by you. No reasonable delay by us in responding to a breach shall be deemed to be a waiver in respect of that breach.

Notices

  1. Any notice, approval, consent, demand or other communication to be given or made under these terms must be in writing and may be given through LaVista Licensee Solutions, or by email (or other electronic communication), by facsimile transmission, certified mail or hand delivery to the relevant party’s address for services.
  2. Any communication made in accordance with paragraph 1 will be deemed to have been received on the Business Day after its delivery if hand delivered, transmitted by facsimile or other electronic communication or transmitted through LaVista Licensee Solutions, or 5 days after the date of postage if sent by certified mail.

Severability

  1. Part or all of any provision of these terms and conditions that is illegal or unenforceable may be severed from these terms and conditions and the remaining provisions of these terms and conditions continue in force.

Definitions

Unless otherwise required by the context or subject matter:

“Additional Terms and Conditions” has the meaning given in paragraph 20. “AFSL” means an Australian financial services licence.

“ASIC” means the Australian Securities and Investments Commission.

“Business Day” means a day other than a Saturday, Sunday, public holiday or bank holiday in Sydney, New South Wales.

“External Provider” means a third party who has agreed to provide particular services and rates to members of LaVista Licensee Solutions.

“GST” means any tax imposed on the supply of goods, services, real or personal property or other things or similar tax and includes the goods and services tax as imposed by the GST Law.

“GST Law” has the meaning given to that term in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

“Materials” has the meaning given to that term in paragraph 23.

“Relevant Laws” means all legislation and legislative instruments made under such legislation; ASIC policy, guidance, directives and class orders; any industry codes, guidance notes, standards or policies; and any policies issued by a regulator, which apply to the obligations of an AFSL holder under this agreement, including the Corporations Act, the Australian Securities and Investments Commission Act 2001 (Cth), the Competition and Consumer Act 2010 (Cth), the Privacy Act 1988 (Cth), the Anti Money Laundering and Counter Terrorism Financing Act 2006 (Cth) and the Financial Planning Association of Australia’s Code of Ethics and Rules of Professional Conduct.

“Service” means the Core Package or Additional Services as agreed in the LaVista Serives Agreement (as relevant). The Core Package and Additional Services means each service (which may comprise tools, materials, documents, software or access to information) made available to you from time to time through or in connection with LaVista Licensee Solutions subject to the payment of a fee. Services within the Core Package or Additional Services may be provided to you by LaVista Licensee Solutions or a third party.

Interpretation

In these terms and conditions, unless the contrary intention appears:

  1. the singular includes the plural and vice versa and words importing a gender include other genders;
  2. headings are for convenience only and do not affect the interpretation of these terms and conditions;
  3. a reference to ‘include’ or ‘including’ means ‘includes, without limitation,’; and

references to any legislation or to any provision of any legislation shall include any modification or re-enactment of that legislation or any legislative provision substituted for, and all regulations and legislative instruments issued under, such

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