www.findfinancialplanners.com.au admin@findfinancialplanners.com.au
Terms and Conditions
1. Definitions 1.1. “FFP” shall mean Find Financial Planners and its successors and assigns or any person acting on behalf of and with the authority of Find Financial Planners. 1.2. “Financial Planner” or “Client” shall mean any individual, representative or company qualified by way of appropriate qualifications or appropriate authorised under the Australian financial services licensing regime. 1.3. “Business Day” means any day not being a Saturday, Sunday, bank holiday, or public holiday. 1.4. “Commencement” means the date the parties sign the Agreement, make payment, authorise Sales Ready Opportunities. 1.5. “CCA” means the Competition and Consumer Act 2010 (Cth). 1.6. “Confidential Information” means information and material (whether oral, in writing or electronic) relating to any party, a Lead and a Client and anything connected with them, that is not publicly available (other than by breach of this Agreement) including trade secrets; the terms of this Agreement; strategic, corporate and financial information; material and information relating to the methods of operation of those parties; material and information relating to the Leads or Clients; material and information relating to suppliers; sales and pricing information; marketing and business plans; software and hardware; programming information and data; Intellectual Property; and other information which is by its nature confidential; 1.7. “Copyright Act” means the Copyright Act 1968 (Cth). 1.8. “Corporations Act” means the Corporations Act 2001 (Cth). 1.9. “Dispute” means any dispute, controversy, difference or claim arising out of, or relating to, this Agreement or the subject matter of this Agreement, and includes any question relating to its formation, validity, interpretation, performance, breach and termination. 1.10. “Incidental Items” means any goods, documents, reports or materials supplied, (inclusive of software), created or deposited incidentally by the Financial Planner in the course of it conducting, or supplying to the Client, any financial planning services. 1.11. Intellectual property” means as follows: 1.11.1. patents, copyright, inventions, rights in circuit layouts, designs, trademarks and trade secrets; and 1.11.2. any application or right to apply for registration of any of those rights, but does not include Moral Rights; 1.11.3. styles, logos and corporate styling of either party; 1.11.4. the information technology of either party. 1.12. “Sales Ready Opportunity” or “Lead” means a party who has: 1.12.1. shown intent to buy and/or directly searched for financial planning services through FFP; and 1.12.2. filled in a form on one of FFP’s websites, social media sites or other marketing however made; and 1.12.3. their details have been validated by one of FFP’s team; and 1.12.4. have shown an intent to obtain financial planning services. Find Financial Planners Pty Ltd ACN: 607 075 589 admin@findfinancialplanners.com.au | 1800 713 732 Suite 3/ 333 Wantirna Road Wantirna VIC, 3152
1.13. “Loss” means a loss, cost, charge, fee, payment or liability suffered or incurred by a party relating to this Agreement (however arising; whatever its nature or description, regardless of whether it is direct, indirect or consequential (including pure economic loss); and regardless of whether it is present or future, fixed or unascertained, actual or contingent). 1.14. “Privacy Act” means the Privacy Act 1988 (Cth). 1.15. “Services” shall mean all services supplied by FFP to the Client and includes, but not limited to, the Sales Ready Opportunities provided. 1.16. “Fee” shall mean the cost of the Services as agreed between FFP and the Client subject to clause 4 of this contract.
2. Interpretation 2.1. These terms and conditions and any contract to which they apply shall be governed by the laws of the state in which FFP has its principal place of business, and are subject to the jurisdiction of Victoria. 2.2. In the interpretation of this agreement: 2.2.1. References to legislation or provisions of legislation include changes or reenactments of the legislation and statutory instruments and regulations issued under the legislation; 2.2.2. Words denoting the singular include the plural and vice versa, words denoting individuals or persons include bodies corporate and vice versa, references to documents or agreements also means those documents or agreements as changed, novated or replaced, and words denoting one gender include all genders; 2.2.3. Grammatical forms of defined words or phrases have corresponding meanings; 2.3. Parties must perform their obligations on the dates and times fixed by reference to the State of Victoria; 2.4. Reference to an amount of money is a reference to the amount in the lawful currency of the Commonwealth of Australia. 2.5. References to a party are intended to bind their executors, administrators and permitted transferees; 2.6. The headings to these Conditions of this Contract are for convenience only and will not affect its construction or interpretation. 3. Acceptance 3.1. The Financial Planner is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions for the supply of Services and/or The Financial Planner’s acceptance of Services shall constitute acceptance of the terms and conditions contained herein. 3.2. The Financial Planner acknowledges and accepts that the supply of the Service may be subject to availability and if, for any reason, the Services are not available or cease to be available, FFP reserves the right to vary the invoice/ fee or delay deliver of the service. FFP also reserves the right to halt all Services until such time as FFP and The Financial Planner agree to such changes.
3.3. Where FFP gives advice, recommendations, information, assistance or service to The Financial Planner or The Financial Planners agent, regarding the Services then it is
3.4.
3.5.
3.6. 3.7.
given in good faith and FFP shall not be liable in any way whatsoever for any damages, losses or costs however arising resulting from The Financial Planner relying on the same. The Financial Planner shall give FFP not less than thirty (30) days prior written notice of any proposed change of ownership of The Financial Planner Business or any change in The Financial Planner’s name and/or any other change in The Financial Planner’s details (including but not limited to, changes in The Financial Planner’s address, email, or business Service Address). The Financial Planner shall be liable for any loss incurred by FFP as a result of The Financial Planner’s failure to comply with this clause. None of FFP’s agents or representatives are authorised to make any representations, statements, conditions or agreements not expressed by the manager of FFP in writing nor is FFP bound by any such unauthorised statements. The Financial Planner cannot assign or otherwise transfer the benefit of this Agreement without the prior written consent of the other parties. If this Agreement consists of a number of counterparts, each is an original and all the counterparts together constitute the same document.
4. Services 4.1. These terms and conditions are to be read in conjunction with FFP’s Application and, Policy Guideline Document. If there are any inconsistencies between these documents, then the terms and conditions contained in this document shall prevail. 5. Fee and Payment 5.1. At FFP’s sole discretion: 5.1.1. the Fee shall be as indicated on invoices provided by FFP to the Financial Planner in respect of Services supplied; or 5.1.2. the Fee as at the date of delivery of the Services according to FFP’s current Financial Planner Application for Leads and Service Level Agreement (Fees are subject to ongoing reviews); or 5.1.3. the Fee of the Services shall (subject to clause 4.2) be FFP’s quoted Fee which shall be binding upon FFP provided that the Financial Planner shall accept in writing FFP’s Fee within seven (7) days.
5.2. FFP reserves the right to change the Fee in the event of a variation to FFP’s Fee. Any variation from the plan of scheduled Services or specifications of the Services (including, but not limited to, any variation as a result of increases to FFP in the cost of taxes, levies, or because of additional services required due to unforeseen circumstances will be charged for on the basis of FFP’s quotation and will be shown as variations on the invoice. 5.3. Time for payment for the Services being of the essence, the Fee will be payable by the Financial Planner on the date/s determined by FFP, which may be: 5.3.1. on delivery of the Services; 5.3.2. before delivery of the Services; 5.3.3. the date specified on any invoice or other form as being the date for payment; or 5.3.4. failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Financial Planner by FFP. 5.4. Payment will be made by cash, or by cheque, or by bank cheque, or by direct credit or by any other method as agreed to between the Financial Planner and FFP. 5.5. A payment with a credit card will attract a 2.5% processing fee. 5.6. GST and other taxes and duties that may be applicable shall be added to the Fee except when they are expressly included in the Fee. 5.7. Payment is not considered to be receipted by FFP until the funds have been cleared and made available by FFPs bank. 5.8. The Financial Planner authorises FFP to taking any moneys due and/or owing under this Agreement from the credit card supplied to FFP by the Financial Planner or Guarantor for their ongoing subscription. 6. Delivery of Services 6.1. At FFP’s sole discretion delivery of the Services shall take place when: 6.1.1. the Services are supplied to the Client at FFP’s address; or 6.1.2. the Services are supplied to the Client at the Client’s nominated address. 6.2. Any time specified by FFP for delivery of the Services FFP will not be liable for any loss or damage incurred by the Financial Planner as a result of delivery being late. However, both parties agree that they shall make every endeavour to enable the Services to be supplied at the time and place as was arranged between both parties. In the event that FFP is unable to supply the Services as agreed solely due to any action or inaction of the Financial Planner then FFP shall accept this action or inaction as forfeiture of one or more lead(s) and the payment for one or more lead(s). 6.3. FFP may deliver the Services in separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions. 6.4. Any time or date given by FFP to the Financial Planner is an estimate only. The Financial Planner must still accept delivery of the Services and FFP will not be liable for any loss or damage incurred by the Financial Planner as a result of the delivery of the service being longer than thirty (30) days. 6.5. If the Financial Planner places any restriction (other than qualification and distance) on type of lead that is received, then deliver of the service may be delayed. 6.6. If the Financial Planner makes any payment after the due date (subject to clause 5.7) delivery of the Sales Ready Leads may be delayed.
6.7. Subject to clause 1.12, If the Financial Planner does not accept the delivery of a lead which meets his or her qualifications and distance, the credit for the lead will be forfeited. 6.8. The financial Planner agrees that a replacement lead will not be provided to the Financial Planner from FFP if the Financial Planner does not notify FFP within 60 minutes of the Sales Ready Lead Appointment Time. 7. Risk 7.1. All risk for the Services passes to the Financial Planner on delivery.
8. Title 8.1. The Financial Planner agree that the ownership of the Sales Ready Lead is FFP. 8.2. It is further agreed that: 8.2.1. the Financial Planner is only a bailee of the Sales Ready Opportunity and must cease contacting the opportunities immediately upon request by FFP; 8.2.2. Without prior written approval from FFP, if the Financial Planner sells, disposes or parts with possession of the Leads then the Financial Planner will be invoiced for $2995 + GST, will forfeit all rights to current credits and the agreement to supply further opportunities will be cancelled by FFP. 8.2.3. the Financial Planner shall not charge or grant an encumbrance over the Leads nor grant nor otherwise give away any interest in the Leads as they and their details remain the property of FFP; 8.2.4. Once a Sales Ready Opportunity becomes a Client of the Financial Planner, any Financial Planning interest in that Client is owned by the Financial Planner. 9. Defects, Warranties and the Competition and Consumer Act 2010 (CCA) 9.1. The Financial Planner must inspect FFP’s Services on completion of the Services and must within three (3) days notify FFP in writing of any evident defect (missing numbers or details) in the Services or Incidental Items provided (including FFP’s workmanship) or of any other failure by FFP to comply with the description of, or quote for, the Services which FFP was to supply. The Financial Planner must notify any other alleged defect in FFP’s Services or Incidental Items as soon as is reasonably possible after any such defect becomes evident. Upon such notification, the Financial Planner must allow FFP to review the Services or Incidental Items that were provided. 9.2. Under applicable State, Territory and Commonwealth Law (including, without limitation the CCA), certain statutory implied guarantees and warranties (including, without limitation the statutory guarantees under the CCA) may be implied into these terms and conditions (Non-Excluded Guarantees). 9.3. FFP acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees. 9.4. Except as expressly set out in these terms and conditions or in respect of the NonExcluded Guarantees, FFP makes no warranties or other representations under these terms and conditions including, but not limited to, the quality or suitability of the Services. FFP’s liability in respect of these warranties is limited to the fullest extent permitted by law.
9.5. If the Financial Planner is a consumer within the meaning of the CCA, FFP’s liability is limited to the extent permitted by section 64A of Schedule 2. 9.6. If FFP is required to rectify, re-supply, or pay the cost of re-supplying the Services under this clause or the CCA, but is unable to do so, then FFP may refund any money the Financial Planner has paid for the Services but only to the extent that such refund shall take into account the value of Services and Incidental Items which have been provided to the Financial Planner which were not defective. 9.7. If the Financial Planner is not a consumer within the meaning of the CCA, FFP’s liability for any defective Services or Incidental Items is: 9.7.1. limited to the value of any express warranty or warranty card provided to the Financial Planner by FFP at FFP’s sole discretion; 9.7.2. otherwise negated absolutely. 9.8. Notwithstanding clauses 9.1 to 9.7 but subject to the CCA, FFP shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of: 9.8.1. the Financial Planner using the Incidental Items for any purpose other than that for which they were designed; 9.8.2. the Financial Planner continuing to use any Incidental Item after any defect became apparent or should have become apparent to a reasonably prudent operator or user; 9.8.3. interference with the Services by the Financial Planner or any third party without FFP’s prior approval; 9.8.4. the Financial Planner failing to follow any instructions or guidelines provided by FFP; 10. The Commonwealth Competition and Consumer Act 2010 (“CCA”) and Fair-Trading Acts (“FTA”) 10.1. Nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the CCA or the FTA in each of the States and Territories of Australia (including any substitute to those Acts or re-enactment thereof), except to the extent permitted by those Acts where applicable. 10.2. Where the Financial Planner purchases the Services as a consumer these terms and conditions shall be subject to any laws or legislation governing the rights of consumers and shall not affect the consumer’s statutory rights. 11. Default & Consequences of Default 11.1. Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month Such interest shall compound monthly at such a rate after as well as before any judgment. 11.2. If the Financial Planner owes FFP any money the Financial Planner shall indemnify FFP from and against all costs and disbursements incurred by FFP in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own Financial Planner basis, FFP’s collection agency costs, and bank dishonour fees). 11.3. Without prejudice to any other remedies FFP may have, if at any time the Financial Planner is in breach of any obligation (including those relating to payment), FFP may suspend or terminate the supply of Services to the Financial Planner. FFP will not be
liable to the Financial Planner for any loss or damage the Financial Planner suffers because FFP exercised its rights under this clause. 11.4. If any account remains overdue after thirty (30) days, then an amount of the greater of $20.00 or 10.00% of the amount overdue (up to a maximum of $200) shall be levied for administration fees which sum shall become immediately due and payable. 12. Cancellation 12.1. FFP may cancel these terms and conditions or cancel delivery of Services at any time before the Services are delivered by giving written notice. FFP shall not be liable for any loss or damage whatsoever arising from such cancellation. 12.2. If the Financial Planner cancels delivery of the Services, the Financial Planner shall be liable for any costs incurred by FFP up to the time of cancellation. 12.3. If the Financial Planner cancels delivery of the Services, a refund of any credits will not be provided by FFP. 12.4. The Financial Planner must provide FFP with five (5) business day written notice before cancelling. If an invoice is due within five (5) business day, this will still be due and payable. 12.5. If FFP establishes that any client falls below minimum acceptable standards as outlined in clause 15, FFP reserves the right to cancel the service, until acceptable standards are restored. 12.6. If it is determined that a Financial Planner has breached clause 15, the Service Provide may: 12.6.1. Stop Supply of all current and future opportunities, 12.6.2. Cancel delivery of the service immediately without notice. 12.6.3. Forfeit any credits that were due and owing to the Financial Planner, 12.6.4. Invoice the Financial Planner for $1995 plus GST for all Sales Ready Opportunities received. 12.6.5. Ask the Financial Planner to cease contacting all past Sales Ready Opportunities that are not clients of the Financial Planner. 13. Dispute Resolution 13.1. If a dispute arises out of or relates to this Agreement, a party must not commence any court or other proceedings relating to the dispute unless it has first complied with the following procedure; 13.2. The party claiming that a dispute has arisen must give seven (7) days written notice to the other party specifying the nature of the dispute; 13.3. On receipt of that notice by the other party, the parties must endeavour in good faith to resolve the dispute using informal dispute resolution techniques such as mediation, expert evaluation, arbitration or similar methods agreed by them. 14. FFP Obligations 14.1. FFP will inform the Sales Ready Opportunity to the effect that the Financial Planner can provide financial planning services, but not specify any financial product nor to provide any recommendations or advice concerning financial products and financial planning; and 14.2. FFP will reveal, and the Financial Planner acknowledges, that FFP is not and will not represent itself to any party as being licensed, authorised or otherwise able to provide
financial planning services and is not owned or operated by any one financial planning and/ or dealer group. 14.3. FFP shall use its best endeavours to refer Lead or Prospects as defined in the definition of Sales Ready Opportunities or Prospects in the terms and conditions. 14.4. FFP shall use its best endeavours to provide the requested amount of opportunities. FFP does not guaranteed the monthly quota of opportunities. The Monthly Quota of Opportunities may be impacted by timing, time of the year, seasonality, market conditions and other conditions. 14.5. In making a referral to the Referee, FFP will: 14.5.1. obtain all necessary consents, including those required from the Sales ready Opportunity under Privacy Laws, to be able to provide to the Referee all necessary information it has in its possession for the purposes of the Referral, including the Lead or Prospect’s name, contact details, and a short description of the Referral Services sought by the Lead or Prospect; 14.5.2. inform the Lead or Prospect to the effect that the Referee can provide certain Financial Services, but not specify any Financial Product or provide any recommendations or advice concerning Financial Products; and 14.5.3. FFP warrants to the Referee that it has not and will not represent itself to the Lead or Prospect as being licensed, authorised or otherwise able to provide the Referral Services listed in the definition of Leads or Prospects. 14.5.4. FFP warrants to the Referee that it compliant with the mere referral exemption as stated in the Corporations Regulation 7.6.01(1)(e). FFP further warrants that should they be in breach of the clause they will notify the Financial planner immediately of such breach. 15. Financial Planner Obligations. 15.1. Unless authorised by FFP, the Financial Planner must not sell our opportunities or refer our lead to anyone else, any products or services requested or suggested or identified beyond financial planning must be referred to www.findfinancialplanners.com.au in all cases. 15.2. The Financial Planner agrees to use FFP’s CRM, including but not limited to the Calendar booking system. 15.3. At or around the time of contacting the Client after receiving a Referral, the Financial Planner will propose to provide financial planning services in accordance with the law and regulations and their usual practice. 15.4. The financial planner agrees to perform to a minimum standard. This will be established by written feedback calls obtained from FFP. 15.5. The Financial Planner warrants that it has not been banned, suspended or disqualified under a State, Territory or Commonwealth law from engaging in Credit Activity or from providing Financial Services. 15.6. The Financial Planner agrees that when a Sales Ready Opportunity become a Client of the Financial Planner the privacy of the Client must be maintained by the Financial Planner. 15.7. None of the Financial Planner’s agents or representatives are authorised to make any representations, statements, conditions or agreements on behalf of FFP.
15.8. A Financial Planner must not, during this Agreement and at all times after the expiration or termination of this Agreement without the prior written consent of the FFP, disclose any confidential Information about FFP to a third party. 15.9. The Financial Planner must not enter business in any capacity in competition with or similar to FFP. This restraint applies: 15.9.1. Until all Sales Ready Leads Credits have been provided; or 15.9.2. While there is an active agreement in place; or 15.9.3. While there are active invoice(s) outstanding for FFP. 15.10. The Financial Planner agrees to not behave dishonestly, unlawful, unethical and/ or inappropriate towards FFP or a Sales Ready Opportunity. 15.11. The Financial Planner agrees to not falsely misrepresent their sales ability, skills or qualifications. 16. Intellectual property 16.1. All parties acknowledge that all rights or title to or interest in any of the following created or arising directly or indirectly whilst providing the Service are the FFP’s sole and exclusive property such as Financial Planners systems, process, website, forms, Customer Relationship management (CRM) and brand name contain valuable intellectual property, trade knowledge and other confidential information including the Confidential Information. 16.2. Financial Planner must not do any of the following: 16.2.1. Copy, sell, give, assign, or market FFP’s systems, process, Customer Relationship Management (CRM) and FFP’s brand name, Inventions, drawings, discoveries and novel designs, models, contrivances, structures, specifications, improvements, creations, ideas, concepts, processes whether or not registered as designs or patents including any invention of or development or improvements to software, equipment, technology, methods or techniques made by the Planner solely or jointly with others however developed, created, made, discovered or conceived and whether or not patented or patentable, registered or to be registered, protected by copyright or otherwise protected or capable of protection by law (Invention) to any third party; 16.2.2. Modify, reuse, disassemble or decompile FFPs systems, process, website, forms, Customer Relationship management (CRM) and brand name. 16.2.3. Reverse engineer FFPs systems, process, website, forms, Customer Relationship Management (CRM) and brand name or any part of whether with or without the intention of re-creating or modifying it. 16.2.4. Translate or create derivative works (adaptations) based on FFPs systems, process, website, forms, Customer Relationship Management (CRM) and brand name or any part thereof. 16.2.5. Register any business name, brand name or trademark (whether registered or not) similar to FFP. 17. Privacy Act 1988 17.1. The Financial Planner agrees for FFP to obtain from a credit reporting body (CRB) a credit report containing personal credit information (e.g. name, address, D.O.B, occupation, previous credit applications, credit history) about the Financial Planner in relation to credit provided by FFP.
17.2. The Financial Planner agrees that FFP ay exchange information about the Financial Planner with those credit it providers and with related body corporates or the following purposes: 17.2.1. to assess an application by the Financial Planner; and/or 17.2.2. to notify other credit providers of a default by the Financial Planner; and/or 17.2.3. to exchange information with other credit providers as to the status of this credit account, where the Financial Planner is in default with other credit providers; and/or 17.2.4. to assess the creditworthiness of the Financial Planner including the Financial Planner’s repayment history in the preceding two (2) years. 17.3. The Financial Planner consents to FFP being given a consumer credit report to collect overdue payment on commercial credit. 17.4. The Financial Planner agrees that personal credit information provided may be used and retained by FFP for the following purposes (and for other agreed purposes or required by): 17.4.1. the provision of Services; and/or 17.4.2. analysing, verifying and/or checking the Financial Planner’s credit, payment and/or status in relation to the provision of Services; and/or 17.4.3. processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Financial Planner; and/or 17.4.4. enabling the collection of amounts outstanding in relation to the Services. 17.5. FFP may give information about the Financial Planner to a CRB for the following purposes: 17.5.1. to obtain a consumer credit report; 17.5.2. allow the CRB to create or maintain a credit information file about the Financial Planner including credit history. 17.6. The information given to the CRB may include: 17.6.1. personal information as outlined in 15.1 above; 17.6.2. name of the credit provider and that FFP is a current credit provider to the Financial Planner; 17.6.3. whether the credit provider is a licensee; 17.6.4. type of consumer credit; 17.6.5. details concerning the Financial Planner’s application for credit or commercial credit (e.g. date of commencement/termination of the credit account and the amount requested); 17.6.6. advice of consumer credit defaults, overdue accounts, loan repayments or outstanding monies which are overdue by more than sixty (60) days and for which written notice for request of payment has been made and debt recovery action commenced or alternatively that the Financial Planner no longer has any overdue accounts and FFP has been paid or otherwise discharged and all details surrounding that discharge (e.g. dates of payments); 17.6.7. information that, in the opinion of FFP, the Financial Planner has committed a serious credit infringement; 17.6.8. advice that the amount of the Financial Planner’s overdue payment is equal to or more than one hundred and fifty dollars ($150). 17.7. The Financial Planner shall have the right to request (by e-mail) from FFP:
17.7.1. a copy of the information about the Financial Planner retained by FFP and the right to request that FFP correct any incorrect information; and 17.7.2. that FFP does not disclose any personal information about the Financial Planner for the purpose of direct marketing. 17.8. FFP will destroy personal information upon the Financial Planner’s request (by e-mail) or if it is no longer required unless it is required to fulfil the obligations of this contract or is required to be maintained and/or stored in accordance with the law. 17.9. The Financial Planner can make a privacy complaint by contacting FFP via e-mail. FFP will respond to that complaint within seven (7) days of receipt and will take all reasonable steps to make a decision as to the complaint within thirty (30) days of receipt of the complaint. If the Financial Planner is not satisfied with the resolution provided, the Financial Planner can make a complaint to the Information Commissioner at www.oaic.gov.au.
18. Liability Limitations. 18.1. The liability limitations of FFP, its partners, associates, and employees for all Services provided shall be to damages which under no circumstances shall exceed the amount of one (1) months upfront payment of 5 opportunities. 18.2. The Financial Planner hereby irrevocably releases FFP from all claims (including any cost, expense, loss, damage, claim, liability, action or proceeding, whether or not presently ascertained, immediate, future or contingent, and includes legal costs on a full indemnity basis) suffered or incurred by the Financial Planner (or any person claiming through or on behalf of the Financial Planner) other than to the extent caused or contributed to by: 18.2.1. a negligent act or omission of FFP; or 18.2.2. a breach of, or default under, this contract by FFP. 18.3. The Financial Planner’s release under clause 18.2 is reduced proportionately to the extent that an act, default or omission of FFP has caused or contributed to the claim. 18.4. Notwithstanding clauses 18.1 to 18.3, FFP shall not be liable for any loss or damage sustained or sustainable by a Financial Planner in relation to: 18.4.1. errors occurring during the course of any services which are not provided by, nor the responsibility of FFP; or 18.4.2. the use of any Documentation or other information of advice without the approval of FFP. 19. General 19.1. If any provision of these terms and conditions shall be invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired. 19.2. The Financial Planner shall not set off against the Fee amounts due from FFP. 19.3. FFP may license or sub-contract all or any part of its rights and obligations without the Client’s consent. 19.4. FFP reserves the right to review these terms and conditions, policy, procedures and guidelines at any time and from time to time. If, following any such review, there is to be any change in such terms and conditions, policy, procedure and guidelines, that change will take effect from the date on which FFP notifies the Financial Planner of such change. Except where FFP supplies further Services to the Financial Planner and the Financial Planner accepts such Services, the Financial Planner shall be under no obligation to accept such changes. However in lieu of a review during any period specified, the current Agreement will remain in effect. 19.5. Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party. 19.6. The failure by FFP to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect FFP’s right to subsequently enforce that provision.