Adviser Online Terms and Conditions

These Terms and Conditions apply:

• when accessing and using Adviser Online; and
• to the distribution of Macquarie Products.

These Terms and Conditions are a contract between you, MBL and MIML, except for section 2 which is a contract between you and MIML.

These Terms and Conditions must be read together with the Macquarie Banking Terms and Conditions (Banking T&Cs), noting:  

• Adviser Online is a Bank Product for the purposes of the Banking T&Cs; and
• Section 11 of the Banking T&Cs applies to these Terms and Conditions.

1.1 General conditions applying to users

1. You must comply with Applicable Laws in relation to any financial services you provide in relation to a Client, including dealing in, advising on, and the provision of administration services to such Clients.
2. You must not, by act or omission, do anything which would put Macquarie in breach of Applicable Laws.
3. You agree to receive marketing and other communications from us about Macquarie Products as a condition of your access to Adviser Online and to be registered with us to distribute our products.  You agree that such communications will not contain a means of opting-out.
4. You acknowledge that you are not, except to the extent expressly agreed in writing with us, acting as our agent, and agree that you must not hold yourself out as our agent.
5. You must not transfer funds or assets from a Client Account into an account controlled by or held in the name of any individual Representative(s).
6. You must act ethically and professionally in your dealings with us.
7. You agree that we may communicate and deal directly with Clients for any purpose that we consider to be reasonably necessary, having regards to Applicable Laws and any Account Terms and Conditions.

1.2 Conditions of registration for licensees and other professionals

1. You acknowledge that you are responsible and accountable for the acts and omissions of your Representatives as if they were your acts or omissions.
2. You agree to take reasonable steps to ensure that your Representatives comply with the obligations set out in section 1.1.
3. You warrant that where you or your Representatives have been granted access to a Client Account via Adviser Online:
   1. the level of access requested is within the authority granted under your Client Arrangements;
   2. you will notify us as soon as reasonably practicable if this becomes untrue, including if you or your Representative cease to advise the Client, upon the death of the Client, or any other matter that may affect your entitlement to access and transact on a Client Account.
4. You warrant that you maintain professional indemnity insurance and agree to provide us with copies of certificates of currency of your insurance cover on reasonable request.
5. You warrant that you have adequate systems in place to comply with Applicable Laws (including information security controls), and must, on reasonable request provide us with certification to that effect.

2.1 Client portfolio management

You acknowledge and agree that you (or your Representatives on your behalf) must undertake the following administrative and investment portfolio management services in respect of Wrap Product Accounts:

1. act only on the proper instructions of your Client and in accordance with your Client Arrangements;
2. promptly and properly act on Client instructions;
3. immediately notify us of changes to Client details;
4. keep records of dealings with Clients in accordance with Applicable Laws;
5. fully co-operate and provide all reasonable assistance and information requested to comply with our reasonable requests to inspect or review such records;
6. monitor Client Account holdings and promptly contact Clients if their cash holding falls below the Wrap Product’s minimum balance requirement;
7. monitor, develop and implement your Client’s investment strategy;
8. inform Clients of the potential risks and returns involved with their investment decisions;
9. provide your Client with reporting on their Account as agreed between you and your Client;
10. act promptly on corporate action information that may be relevant to Client Accounts and require Client action;
11. provide Clients with the most up to date disclosure documents available for the underlying investments, prior to the Clients’ investment decision;
12. inform Clients that the proceeds from any future redemptions or managed investments will not be available for withdrawal or further investment until settlement has occurred and the proceeds are cleared in the Cash Hub Account; and
13. inform Clients that managed investment redemption times may vary throughout the year and are subject to the conditions and variations contained in the disclosure document for an underlying investment.

2.2 Advising superannuation and pension members

Where you or your (current and former) Representatives are, or have been, the nominated financial adviser on a superannuation or pension Account:

1. where recommendations are made to Clients to acquire underlying investments which meet the definition of “illiquid investment” under superannuation laws, your Client facing Representative(s) must:
   1. inform the Client of the reasons why the investment is illiquid;
   2. obtain written consent from the Client that they understand and accept that a period longer than 30 days may be required to withdraw funds from their Account because of the illiquid nature of the investment; and
   3. inform the Client of the maximum redemption periods which may apply to those types of investments;
2. your Client facing Representative(s) must be aware of the trustee limits for the relevant Wrap Products acquired by your Clients and use best endeavours to ensure transactions on Client Accounts are made within those limits;
3. you must have reasonable procedures and appropriate controls in place to ensure that Client balances are adequately protected from erosion, including against advice fees or insurance premiums;
4. you must promptly cooperate with MIML’s reasonable request/s, including requests for documentation and any other information, to enable MIML to meet its obligations or to demonstrate to MIML’s reasonable satisfaction that advice services have been provided, or advice fees have been paid, in accordance with Applicable Laws.

2.3 Advice fees paid from wrap product accounts

You agree that all advice fee payments will be subject to the following:

1. the terms and conditions specified in the Account Terms and Conditions, your Client Arrangements and any special terms agreed between MIML and you in writing;
2. in respect of payments from superannuation and pension Accounts, you confirm that advice fees are only in relation to personal advice provided in relation to a Client’s interest in the fund from which the fee is deducted;
3. such payments will be paid to the bank account elected by you;
4. MIML is not responsible for the allocation of payments to your Representatives, this remains your responsibility;
5. MIML may set-off payments earned against any other amounts due and owing to us by you, including any amounts payable under this section;
6. you must refund any advice fees which were not paid in compliance with Applicable Laws, and we may process any refunds received directly to the Client from which the original advice fee was paid; and
7. unless otherwise agreed in writing, all advice fees paid to you are inclusive of any GST.

2.4 Withholding or terminating advice fees

1. We may withhold advice fees payable for any reason including where we reasonably consider:
   1. the activities of your or your Representatives may result in a material breach of these Terms and Conditions or the Account Terms and Conditions, including where you have not satisfactorily complied with Macquarie’s requests for information;
   2. the payment may be in breach of Applicable Laws; or
   3. the payment may cause us to breach any Applicable Laws, industry codes or our internal policies.
2. Acting reasonably, MIML may, at any time by notice in writing, cease the payment of future advice fees to you including any accrued fees.
3. MIML’s authority to deduct advice fees and pass this on to you will remain in effect for MIML’s protection for payments made in good faith, regardless of your insolvency (or death or bankruptcy as applicable where you are a sole trader or partner of partnership), until we are notified in writing of any of those events or the revocation of this authority.
4. We will act reasonably in relation to any decisions made under this section, and we are not responsible for any losses arising from exercising our rights under this section.

2.5 Tax invoices

We are not responsible for the preparation of tax invoices on your (or your Representatives’) behalf in respect of supplies by you (or your Representatives) to Clients.

For the purposes of paragraph 38(e) of the AML/CTF Act, you acknowledge that we rely on the applicable customer identification procedures (as prescribed by the AML/CTF Rules) carried out by you, and you warrant that:

1. you are a reporting entity (or are a representative of a reporting entity) as that term is defined in the AML/CTF Act and the reporting entity has measures in place to comply with its obligations under parts 2 and 10 of the AML/ CTF Act; and
2. all relevant documents, data and information obtained by you while carrying out applicable customer identification procedures or the other procedures relating to the identity of a customer, including any verification information relating to the identity of customer, the beneficial owner of a customer, or a person acting on behalf of the customer, will be made available to us promptly following our request but in any event within 7 days of the request being received.

You must take commercially reasonable steps to keep Client information secure by:

1. employing appropriate physical security measures and technology security systems for your business;
2. complying with your obligations under the Privacy Act 1988 regarding any information or Client data or other data stored on or obtained via Adviser Online;
3. restricting access to Adviser Online to those Representatives for whom access is reasonably necessary to perform your duties to Clients.

You must notify us:

4. as soon as you become aware of or reasonably suspect:
   1. any unauthorised access to Client data whether held physically or via your systems;
   2. the compromise of any of your systems or processes (including by spyware or malware);
   3. any breach of data security or privacy;
   4. any misuse of Adviser Online by you or your Representative; or
   5. the material breach of any of the Terms and Conditions by you or a Representative; and
5. promptly if any Representative of yours to whom we have issued a Macquarie ID ceases to be your Representative and/or ceases to service a Client, in which case once we are notified, we will promptly ensure that the Macquarie ID for that Representative will be deactivated from information and accounts associated with you.

You acknowledge that we may, in our reasonable discretion, and subject to providing reasonable notice:

6. conduct an audit or sample testing of your systems and controls relating to the security of Client data and/or require that you facilitate an independent review of security measures in place; and
7. impose reasonable additional data security requirements on you.

You agree that in providing personal information to us you consent and have obtained the consent of other individuals whose personal information you share with us, to us collecting, using and disclosing the information in accordance with our Privacy Statement, as amended from time to time.

To facilitate issuers of financial products, including fund managers, term deposit issuers and margin lenders, doing business with you, subject to Applicable Laws, we may exchange your information (including any personal information) and contact details to these product issuers.

You may apply to have access to bulk transacting for Cash Hub Accounts within Adviser Online. If we agree to provide you with this capability, then in relation to any payments within a bulk payment file you confirm: 

1. each payment will be validly authorised verbally with a Client, except where you obtain an express instruction from the Client to make that payment because you are a stockbroker, platform, administrator, software or data aggregation provider; and;
2. you have a way to identify and reconcile payments you’ve made, in order to easily resolve queries and adjustments, and

in relation to BPAY^® Batch Payments within a bulk payment file:

3. you will make each BPAY Batch Payment to a Biller on behalf of your Client to satisfy amounts payable to that Biller; and
4. you will not act in any way that is likely to diminish the integrity, stability or reputation of the BPAY scheme or the quality of the service offered in the BPAY scheme.

You must notify us of any non-compliance by you with these provisions or if you become aware of, or reasonably suspect, any fraudulent or illegal activity involving payments made by you or on behalf of your Clients, as soon as becoming aware of the non-compliance or activity.

If you make BPAY Batch Payments, we may disclose:

5. your or your Client’s personal information; and
6. as much of your transactional information as is necessary to process your payment,

to the Biller, any other participant in the BPAY scheme and any agent appointed by them from time to time as needed.

We take no responsibility for the attempted processing of files that are unreadable or corrupted unless the law requires otherwise.

In addition to your notification obligations throughout the Terms and Conditions, you must notify us as soon as reasonably practicable:

1. on becoming aware of anything that may reasonably affect your ability to deal in, advise on, administer for clients or distribute the Macquarie Products, including relevant changes to your AFSL conditions or authorisations;
2. on becoming aware of anything that may put you or us in breach of Applicable Laws;
3. of any non-compliance by you with these Terms and Conditions or if you become aware of, or reasonably suspect, any fraudulent or illegal activity involving payments made by you or on behalf of your Clients, as soon as becoming aware of the non-compliance or activity; or
4. the cancellation or your professional indemnity insurance or a material variation or reduction in the limits of coverage of such insurance policies.

1. Any dispute between the parties arising in connection with these Terms and Conditions will be dealt in accordance with this Section 8.
2. Where a party considers that a dispute has arisen, it may give a dispute notice to the other party. The notice must be in writing and give reasonable particulars of the dispute.
3. Upon receipt of a notice referred to in Section 8(b) the parties agree to work together to seek to resolve the dispute in good faith.
4. If a resolution to a dispute cannot be resolved by negotiation within 90 business days, the parties agree to use best endeavours to settle the dispute by mediation administered by the Australian Disputes Centre before having recourse to arbitration or litigation.
5. Each party shall bear its own costs of any mediation to resolve the dispute and the parties shall also bear equally the costs of any third party engaged (by mutual agreement) by the parties in resolving the dispute.
6. The parties must continue to perform their obligations under these Terms and Conditions notwithstanding any action taken under this Section 8.

We may suspend or terminate access to Adviser Online without prior notice for any of the reasons set out in Section 4.1 of the Banking T&Cs, subject to those provisions.

Any defined terms used in these Terms and Conditions which are not listed below have the meaning given to them in the Banking T&Cs.

Account means any account held with us which we agree can be accessed through Adviser Online.

Account Terms and Conditions means the terms and conditions that apply to you and your Client for the Account they hold and you access through Adviser Online. Relevant terms and conditions can be accessed through our website at macquarie.com or by contacting us. 

Adviser Online means the web-based platform called ‘Adviser Online’ available at https://online.macquarie.com.au/ao and any product specific software and systems owned or licensed to Macquarie containing Client data, permitting access to Accounts and facilitating online reporting, monitoring, disclosure information and Client transactions in relation to the Macquarie Products accessible through it, including Digital Banking and ‘Wrap Online’.

AFSL means an Australian financial services licence.

Applicable Laws means the laws which apply to the subject matter of these Terms and Conditions and the issue, distribution and administration of the Macquarie Products including the Corporations Act, Australian Securities and Investments Commission Act 2001 (Cth), Superannuation Industry (Supervision) Act 1993 (Cth) and laws relating to privacy, sanctions, anti-bribery and corruption, anti-money laundering and counter-terrorism financing, and applicable legislative instruments issued by a regulator.

BPAY Batch Payment means a method of making multiple BPAY payments from one or more Bank Accounts to one or more Billers within a single compatible file sent through Digital Banking. This appears as the ‘BPAY File’ option within Digital Banking.

Cash Hub Account means a Macquarie branded cash management account issued by MBL, and includes the Macquarie Cash Management Account, the Macquarie Cash Management Accelerator Account, the Macquarie Vision Cash Account, the Macquarie Vision Savings Account, the Macquarie Consolidator Cash Account, the Macquarie Wrap Cash Account, and as the context permits or requires, the wrap cash hub that forms part of any Wrap Products.

Client means a person who holds or is likely to hold a Macquarie Product and is or will be recorded as your Client because of the application or a subsequent instruction to that effect by the Client.

Client Arrangements means arrangements, agreements or understandings between you or your Representatives and a Client for the provision of professional services.

Corporations Act means the Corporations Act 2001 (Cth).

Licensee means financial services licensee under the Corporations Act.

Macquarie means, as the context permits or requires, MBL and/or MIML.

Macquarie Trading means the trading service offered by Macquarie Equities Limited ABN 41 002 574 923 AFSL 237504.

Macquarie Products means the products and services issued or offered by Macquarie which are accessible through Adviser Online.

Managed Account Products means the Macquarie Separately Managed Account ARSN 121968143 issued by MISL and any other managed account products issued by MISL from time to time.

MBL means Macquarie Bank Limited ABN 46 008 583 542 (AFSL and Australian Credit Licence 237502).

MIML means Macquarie Investment Management Limited ABN 66 002 867 003 AFSL 237492 RSEL L0001281 the operator of the Macquarie Wrap IDPS ABN 53 021 895 577, and the trustee of the Macquarie Superannuation Plan ABN 65 508 799 106 RSE R1004496.

MISL means Macquarie Investment Services Limited ABN 73 071 745 401 AFSL 237495.

Representative means a User authorised by you to access Adviser Online, and includes an adviser, accountant, administrator, software and data aggregation provider, technology platform owner or operator, stockbroker, intermediary, custodian, nominee or any person in a similar capacity, including an authorised representative or corporate authorised representative that acts on your behalf, including any nominated support staff.

Trading Products and Services includes Macquarie Share Trading, Macquarie International Securities Trading, Macquarie Exchange Traded Options, Macquarie Warrants Trading, Macquarie Wholesale Investment Account, and Macquarie Vision Trading.

User means any person registered to access Adviser Online and issued with their own individual Macquarie ID.

We or us means Macquarie and its successors and assigns.

Wrap Online means our online platform accessible within Adviser Online which enables access to online reporting, monitoring, disclosure information and to facilitate Client transactions in relation to Wrap Products, Managed Account Products and Trading Products and Services, in accordance with these Terms and Conditions and the Macquarie Banking Terms and Conditions.

Wrap Products means the IDPS and superannuation and pension wrap products issued by MIML from time to time.

You means an incorporated body, association, sole trader or partnership, that directly or through its Representatives act on a Client’s behalf in respect of the Macquarie Products, including those with whom we have signed connectivity arrangements. Any other grammatical form of "you" (including lowercase or possessive use) has a corresponding meaning.