COMPLETE SUPER SOLUTIONS
SUPPLY AGREEMENT
Welcome to our Portfolio Management Services website (“Site“).
The Site is an online platform providing portfolio management services for individuals, corporations, trusts, self- managed super funds administration reporting and year-end compliance, which provides ongoing administration mailing house services and non-custodial investment related administration and portfolio reporting for each registered user (“Portfolio Management Services”).
We permit authorised users (“Authorised Users”) to login to the Site and view, submit and manage their client’s Account. We also provide read only access to clients of Authorised Users (“Client”) so that they may login and view their account (Authorised Users and Clients are to be collectively known as “Users, “You”).
Authorised Users are also permitted to grant and authorise access to Client accounts.
Your use of the Site and the Services is governed by the terms and conditions set out below (“this Agreement”). This Agreement is separate and distinct from any agreement between You and any other User of the Site and the Services. This Agreement forms a binding legal agreement between You and Us. You should read the terms and conditions of this Agreement carefully as Your use of the Site will be deemed acceptance of these Terms and Conditions.
Without limiting the way in which You may be bound by this Agreement, including by signing a document agreeing to be bound by this Agreement, by clicking a button on Your computer screen indicating Your acceptance of this Agreement when logging in, or by proceeding to use the Site, You will be deemed to have accepted and will be bound by the terms and conditions of this Agreement, as amended from time to time.
1. THE SERVICES
1.1 Subject to the terms and conditions of this Agreement, We may provide You with the following goods and services ("Services"):
(a) the ability for Authorised Users to set up an Account which allows Authorised Users to review, post, update and manage a Client’s account;
(b) the ability for Clients to access and view their Account;
(c) Portfolio Management Services; and
(d) The ability to authorise and grant third party access to an account.
1.2 Subject to the terms of this Agreement, the provision of the Services and the Products, constitute Our only obligation to You.
1.3 You agree that We may add or modify the Services at any time, or discontinue the Services (or part thereof) at any time. We may also restrict Your use of some or all Services, suspend the delivery of the Services at any time and subsequently reinstate them at Our discretion without liability to You.
2. CREATING A NEW CLIENT ACCOUNT WITH US
2.1 We require You to create an account (“Account”) in order to use the Site and obtain the benefit of the Services.
2.2 If You create an Account with Us, or have an Account created on Your behalf, then You agree and confirm:
(a) that if You create an Account on behalf of a Client, You are authorised by the Client to create an account on their behalf;
(b) that You will only grant access to the Account to those persons who have been authorised by the Client;
(c) that You and not We are responsible for any edits or submissions to an Account by a third party which has been authorised by You;
(d) that the Account will be created using Our online sign up process, or any other method specified by Us from time to time;
(e) to keep confidential and secure any username or password used to access the Account;
(f) to warrant that all information provided by You to Us in the establishment of the Account is true and correct in every detail; and
(g) that You will only use the Account for the purposes of using the Services and purchasing Products, and for no other purpose.
2.3 We may refuse an application for an Account by any Authorised User at Our sole discretion.
3. OUR FEES
3.1 By creating an Account and managing a Portfolio on the Site, You agree to pay the applicable fee which may be specified by Us on the Site or other materials supplied to You from time to time (“Fee”).
3.2 You also agree that any administrative or other additional transactional services which You request Us to provide, which are in addition to the Portfolio Management Services specified in this Agreement, will be directly charged by Us to You in addition to the applicable Fee chargeable in relation to the provision of the Services (“Additional Fees”).
3.3 For information on your current Complete Super Solutions fee schedule and subscribed services please click into the CSS Fees Schedule on the Terms and Conditions Supply Agreement Acceptance Page or contact your Adviser.
4. SUPPLY OF PRODUCTS
4.1 We may determine from time to time, to supply Products through the Site for purchase by Users.
4.2 If Products are supplied through the Site, then We may impose additional terms and conditions which apply to the purchase and supply of the relevant Products. Such additional terms and conditions will override the terms of this Agreement to the extent of any inconsistency between them.
5. PROHIBITED USES
5.1 The User Content and all other content and information on the Site, including, but not limited to, messages, data, information, text, music, sound, photos, graphics, video, maps, icons, software, code or other material, as well as the infrastructure used to provide such content and information, is proprietary to Us. You agree not to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any information, software, products, or Services obtained from or through the the Site. Additionally, You agree not to:
(a) use the Site or its contents for any commercial purpose, other than in Your capacity as an Authorised User or as a Client;
(b) access, monitor or copy any content or information of the Site using any robot, spider, scraper or other automated means or any manual process for any purpose without Our express written permission;
(c) violate the restrictions in any robot exclusion headers on the Site or bypass or circumvent other measures employed to prevent or limit access to the Site;
(d) take any action that imposes, or may impose, in Our discretion, an unreasonable or disproportionately large load on its server infrastructure;
(e) deep-link to any portion of the Site for any purpose apart from where expressly permitted by this Agreement;
(f) "frame", "mirror" or otherwise incorporate any part of the Site into any other website or platform without Our prior written consent; or
(g) attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by Us in connection with the Site or the Services.
6. PROVIDING CONTENT ON THE SITE
6.1 We are the exclusive licensee of all Intellectual Property Rights in respect of the Site. For the purposes of this Agreement, the term “Intellectual Property Rights” shall refer to all intellectual property rights of any kind whatsoever throughout the world, including all present, future, registered and unregistered rights which subsist in copyright, trademarks, software patents, designs and circuit layouts.
6.2 To the extent that You have any moral rights (as that term is defined in the Copyright Act 1968 (Cth)) in any User Content You provide to Us, then You waive all such moral rights, and to the extent that such waiver is not possible, then You consent to Us making all uses, edits and modifications of the User Content in its sole discretion, including, without limitation, as further described in this Agreement.
6.3 You agree that:
(a) You are solely responsible for the content and accuracy of any content or information which You post, upload or submit to the Site (”User Content”) or cause to allow a third party to post, upload or submit;
(b) We may reproduce, store and use all User Content on the Site and will determine in Our discretion how We present Your User Content on the Site; and
(c) if the User Content constitutes Infringing Content then We may make any modifications to the User Content in Our sole and absolute discretion, before presenting that User Content on the Site.
6.4 You agree that We are under no obligation to edit, monitor or control the User Content which is published to the Site by a User, however We reserve the right to do so.
6.5 You agree that You will not post, upload to, transmit, distribute, store, create or otherwise publish on the Site, any of the following (“Infringing Content”):
(a) User Content or any personal information submitted without the express written authority or approval of a Client;
(b) User Content that may infringe the Intellectual Property Rights of any person;
(c) User Content that impersonates any person or entity;
(d) User Content that is false, unlawful, misleading, libellous, defamatory, slanderous, obscene, pornographic, indecent, lewd, harassing or advocates harassment of another person, threatening, invasive of privacy, abusive, inflammatory, fraudulent or otherwise objectionable;
(e) User Content that would constitute, encourage or promote, or provide instructions for the conduct of an illegal act or omission, any criminal activity, or violate the rights of any person;
(f) unsolicited promotions or SPAM; and/or
(g) User Content which contains viruses, malware or any other malicious software or data.
6.6 You agree that:
(a) We will have no responsibility or liability and You indemnify Us against any User Content or Infringing Content posted, stored or uploaded on the Site, or for any loss or damage suffered by You or any other person as a result of the Site storing, holding, making available sending or positing information to any third party, any User Content or Infringing Content to; and
(b) We are under no obligation to review any User Content to determine its accuracy, truthfulness, or whether it is defamatory, slanderous or contains falsehoods.
6.7 Subject to clause 6.6, You may notify Us at any time of any User Content which You consider to be Infringing Content on the Site, and which You request that We remove from the Site or modify (“Take Down Notice”). You agree to follow any procedures which We specify from time to time in relation to You providing a Take Down Notice, and provide Us with all information which We request in considering Your Take Down Notice, including information verifying Your identity, Your express authority from the Client to request the removal of the information and the basis upon which You consider the relevant User Content to be Infringing Content. You acknowledge that notwithstanding Your Take Down Notice, We are under no obligation to remove any Infringing Content other than where stated in this Agreement or where required by law. If We do remove allegedly Infringing Content, then You acknowledge that such removal is done on a without prejudice basis, and upon such removal, You agree to indemnify and release Us from any action, claim, proceedings, damages, costs, losses or other obligation which You may make, suffer, institute or claim against Us due to the publication of the allegedly Infringing Content on the Site.
6.8 You indemnify and keep indemnified, Us, Our agents, licensor, employees and officers against all loss, cost, expense or damage including legal costs on a solicitor and client basis which We, Our agents, employees or officers suffer or incur, as a direct or indirect result of:
(a) You posting or uploading any Infringing Content to the Site;
(b) You causing a third party to post or upload any Infringing Content to the Site; or
(c) any legal proceedings or any claim made against Us by a third party, which arises directly or indirectly from any Infringing Content posted or uploaded by You to the Site.
7. CONFIDENTIALITY
7.1 Each party acknowledges that while performing under this Agreement it may have access to content of the other party which may be confidential (“Confidential Information”).
7.2 Each party covenants and agrees with the other party that it:
(a) will treat all Confidential Information of the other party as confidential;
(b) it will not at any time, use or disclose any of the other party’s Confidential Information to any third party whatsoever, except:
(i) as expressly authorised by the other party;
(ii) as is reasonably necessary to perform its obligations under this Agreement; or
(iii) as required by law.
7.3 Each party may disclose the other party’s Confidential Information to its personnel or agents who need to know such information in order for that party to perform its obligations under this Agreement and that party must ensure that such persons keep such Confidential Information confidential.
7.4 The covenants and agreements described in this clause 7 shall continue to bind each party both during and after the expiration or termination of this Agreement.
7.5 Notwithstanding any other provision of this Agreement, information and material will not considered to be Confidential Information if it:
(a) is disclosed to a party under or in relation to this Agreement, but at the time of disclosure, is rightfully known to or in the possession or control of a party and not subject to an obligation of confidentiality; or
(b) is public knowledge (otherwise than as a result of a breach of this Agreement).
8. TERMINATION
8.1 Any party to this Agreement may terminate this Agreement at any time with 60 days written notice to the other party (“Notice Period”).
8.2 You agree that the Notice Period will begin at the conclusion of the current billing period. For the avoidance of doubt You will be liable to pay the Fee for two months from the day immediately following the end of the current billing period.
8.3 Should You wish to terminate this Agreement You must do so by providing us with an ‘ethical clearance letter’. This ethical letter must include, at a minimum, details of where Your Account information is to be transferred.
8.4 We shall return all relevant documentation, authorities and records (including any electronic records in a format reasonably required by You) relating to an Account to You at your written direction as described in clause 8.4, provided that there are no outstanding Fees in respect of that Account and You have paid the exit fee of $275.00 (inclusive of GST). Such documentation, authorities and records in respect of an Account shall be returned within a period of ninety (90) days from the date of termination, unless otherwise agreed and unless there are reasonable circumstances that prevent Us from doing so. Details of contents of Exit Procedure can be obtained from Complete Super Solutions.
8.5 In the event of any other breach of this Agreement by a party, the innocent party will be entitled to serve the defaulting party with a notice specifying the alleged breach and requiring that the defaulting party remedy the breach within fourteen (14) days from the date of receipt by the defaulting party of the notice. If the breach is not remedied within this time, the innocent party may terminate this Agreement without any liability or cost.
8.6 Upon termination, You must immediately pay all outstanding fees owing to Us.
8.7 The termination of this Agreement does not affect any accrued rights or remedies by the party up to the date of termination.
8.8 Nothing in this clause 8 will prevent Us from to continuing to provide the Services to You after the termination of this Agreement or to continue to provide Services to You which have been paid for in advance prior to the termination of this Agreement, except where You elect to terminate this Agreement with Us in writing.
9. PRIVACY
9.1 Our Privacy Policy applies to all Users and forms part of this Agreement. Your use of the Site confirms that You consent to, and authorise the collection, use and disclosure of Your personal information in accordance with Our Privacy Policy. Please click here to view our Privacy Policy
9.2 Without limiting clause 9.1, Authorised Users must only disclose User Content to Us in accordance with Privacy Laws and Authorised Users’ privacy policy and only where Authorised Users have informed Clients that in order for Us to provide the Services, it is necessary for the Client to disclose personal information, including but not limited to the Client’s tax file number and bank account details, to Our employees, representatives, agents or contractors.
10. LIABILITY AND DISCLAIMER
10.1 You acknowledge that We have made no warranties that the Services or Products will be error free.
10.2 You agree that We will not be liable or responsible for any failure in, or delay to, the provision of the Services or Products or in Us complying with Our obligations under this Agreement where such failure or delay has arisen as a direct or indirect result of:
(a) fire, earthquake, storm, flood, hurricane, inclement weather or other act of God, war, terrorism, explosion, sabotage, industrial accident or an industrial strike;
(b) denial of service attacks, telecommunications failure, hardware failure or the failure of software provided by a third party to function in accordance with its specifications;
(c) a significant demand being placed on Our services which is above the usual level of demand and which results in a complete failure of Our software and hardware to function correctly;
(d) the failure of any third party (including without limitation, any bank or other financial organisation) to fulfil any obligations to Us; or
(e) any other circumstances or event similar to the above which is beyond Our reasonable control.
10.3 We will use Our best endeavours to rectify and address any system failures or disruptions within 48 hours of becoming aware of such system failure or disruption at Our cost. Any extensions of time required to rectify any issues that impact upon the provision of the Services will be agreed to by the parties in writing. We will not be deemed to be in breach of this Agreement or liable for any loss incurred by You arising from or by virtue of any interruption to the Services which are not within Our control and You hereby indemnify Us in respect of any loss incurred.
10.4 You acknowledge that We have not made and will not make any express or implied warranties in relation to the Services, the Products or any other goods or services provided by Us under this Agreement, other than those warranties expressly contained in this Agreement. Subject to the following, any term that would be implied into this Agreement, including without limitation any condition or warranty, is hereby excluded to the maximum extent permitted by law.
10.5 Subject to Your rights arising under the Competition and Consumer Act 2010 (Cth) or other similar consumer legislation, You agree that We will not be liable in respect of any claim by You (whether contractual, tortious, statutory or otherwise) for any direct, special, incidental, indirect or consequential damages or injury including, but not limited to, any loss of profits, contracts, revenue or data arising out of or in connection with the provision of the Services, the Products or the provision of any other goods or services under this Agreement and whether as a result of any breach or default by Us, or any negligence by Us. Our maximum liability under this Agreement for any and all breaches of this Agreement, and any negligence in relation to this Agreement, will not exceed the total amounts of payments made by You to Us under this Agreement, and if You have not paid any monies to Us, then Our maximum liability will be $10.00.
10.6 If the Competition and Consumer Act 2010 (Cth) (or analogous legislation) applies to this Agreement and permits the limitation of liability for breach of warranty implied by statute, Our liability is limited, at Our option, to:
(a) in the case of goods, any one or more of the following:
(i) the replacement of the goods or the supply of equivalent goods;
(ii) the repair of the goods;
(iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or
(iv) the payment of the cost of having the goods repaired; and
(b) in the case of services:
(i) the supplying of the services again; or
(ii) the payment of the cost of having the services supplied again.
10.7 Any of the terms and conditions of this Agreement which limit or exclude any term, condition or warranty, express or implied, or Our liability will apply to the extent permitted by law and will not be construed as excluding, qualifying or limiting Your statutory rights or remedies arising by virtue of the breach of any implied term of this Agreement where such exclusion, qualification or limitation would be prohibited by statute.
10.8 If You are a consumer (as defined in the Competition and Consumer Act 2010 (Cth)), then nothing in this Agreement restricts, limits or modifies Your rights or remedies against Us for the failure of a statutory guarantee under the Australian Consumer Law where such restriction, limitation or modification would be prohibited by the Competition and Consumer Act 2010 (Cth).
11. GENERAL CLAUSES
11.1 This Agreement may be amended at any time by Us providing You with a new copy of the amended Agreement. Notification of an updated or varied Agreement may be sent to Users by email, as a general notice posted to each Users Account or as a notification posted on the Site. The amendments will then take effect from the next time You log into the Site and/or use the Site. If You do not agree with the amendments, then You must cease using Your Account and the Site after You are notified of the amendments. Continued use of the Site will be deemed to be acceptance of Our current terms and conditions from time to time.
11.2 Any notice given under this Agreement other than a notice under clause 11.1, must be in writing and must be signed by the party giving the notice. Unless a later time is specified in a notice, the notice takes effect from the time it is received. A notice is taken to be received:
(a) in the case of a notice delivered by hand, when so delivered;
(b) in the case of a notice sent by pre-paid post, on the third clear Business Day after the date of posting;
(c) in the case of a notice sent by facsimile, upon the receipt by the sender of a transmission report from the despatching facsimile machine which confirms that all of the pages comprised in the notice have been successfully sent to the receiving party’s facsimile number;
(d) in the case of a notice sent by email, at the time that the email is sent, unless the sender receives a notification that the email was delayed or not received; or
(e) in the case of a notice sent via functionality contained in the Site, at the time the notice was sent.
11.3 Neither party is the partner, agent, employee or representative of any other party and neither party has the power to incur any obligations on behalf of any other party.
11.4 There are no other representations, promises, warranties, covenants or undertakings between the parties and this Agreement overrides all previous agreements in respect of its subject matter and embodies the entire agreement between the parties to the maximum extent permitted by law.
11.5 A provision of or a right created under this Agreement may not be waived except in writing signed by the party or parties to be bound by the waiver. No single or partial exercise by any party of any right, power or remedy under this Agreement will preclude any other or further exercise of that or any other right, power or remedy. The rights, powers or remedies provided in this Agreement are cumulative with and not exclusive of any rights, powers or remedies provided independently of this Agreement.
11.6 If any provision of this Agreement is judged invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, such invalidity or unenforceability (unless deletion of such provision would materially adversely affect one of the parties) will not affect the operation or interpretation of any other provision of this Agreement to the intent that the invalid or unenforceable provision will be treated as severed from this Agreement.
11.7 You must not assign or novate any of Your rights or obligations under this Agreement. You agree that We may however assign or novate this Agreement at any time, with or without further notice to You.
11.8 The parties acknowledge and agree that no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement or part of it.
11.9 This Agreement will be construed in accordance with and will be governed by the laws in force in the State of Victoria. Each of the parties irrevocably submits to and accepts the exclusive jurisdiction of any of the Courts of the State of Victoria or the Commonwealth of Australia and any courts of appeal from these courts.