Financial Services Planning AgreementThis Financial Planning Services Agreement (the “Agreement”) is between the undersigned party (herein referred to as “Client” or “you”) and Lifeworks Advisors, LLC, 4095 Park East Court, Suite C, Grand Rapids, MI 49546 (herein referred to as the “Advisor”), to provide Client with financial planning services as indicated in Item 1 of this Agreement. This Agreement is effective only when Advisor accepts and approves it. You represent that you have the full legal power and authority to enter into this Agreement. If this Agreement is established by Client's authorized representative, the Client's authorized representative certifies that he or she is legally empowered to enter into or perform this Agreement. Your death, disability or incompetence will not terminate the terms of this Agreement. Your executor, guardian, attorney-in-fact or other authorized representative may terminate this Agreement by giving Advisor proper notice.
YOU MUST READ AND CONSIDER THIS AGREEMENT CAREFULLY AND CONTACT ADVISOR TO ASK ANY QUESTIONS YOU MAY HAVE BEFORE ENTERING INTO THIS AGREEMENT. TO THE EXTENT YOU EXECUTE THIS AGREEMENT ELECTRONICALLY, [CLICKING THAT YOU ACCEPT] HAS THE SAME LEGAL EFFECT AS SIGNING A PAPER VERSION OF THIS AGREEMENT.
The terms and conditions of this Agreement are as follows:
1. Financial Planning ServicesThe Advisor shall provide the Client with financial planning services (herein “FP Services”) related to the Client’s investment portfolio and other financial matters. Indicate on the signature page whether your FP Services will be ongoing or project-based.
FP Services may include recommendations for portfolio customization based on your investment objectives, goals, and financial situation. FP Services may also include investment planning, retirement planning, personal savings, education savings and other areas of the Client’s financial situation. In providing FP Services, the Advisor will first develop a course of activity for the specific area of the Client’s financial situation. If the FP Services are ongoing, the Advisor will monitor the activities on an ongoing basis to ensure that the FP Services are continuing to meet the Client’s goals and objectives, and will develop updated recommendations as needed.
For these FP Services, it is expressly agreed by and between the parties that Client is free to follow, or disregard, in whole or in part, any recommendations, suggestions or advice made by the Advisor to the Client, and that the Client may choose any advisor, brokerage firm or comparable products of the Client’s choice to implement the suggestions and recommendations prepared by the Advisor. The Advisor does not have the discretionary authority to implement financial planning recommendations pursuant to this Agreement. For the implementation of investment recommendations by the Advisor, the Client must also enter into an investment advisory agreement with the Advisor. The Advisor provides different levels of FP Services (“Levels”), which are described in further detail in Appendix A to this Agreement. Indicate on the signature page which Level you will be receiving.
Client understands and agrees that Advisor and its agents and employees are not authorized or qualified to give legal, tax or accounting advice. Certain employees or agents of the Advisor (“Advisory Persons”) are licensed insurance professionals. FP Services do not include the provision of any insurance recommendations or the sale of any insurance products. The offering of any insurance products by Advisory Persons is separate and apart from an Advisory Person’s role with the Advisor, and is provided through a licensed insurance agency. Client is responsible for retaining its own attorney, accountant or tax adviser.
2. Client ResponsibilitiesThe Client represents and confirms that the Advisor’s engagement, pursuant to this Agreement, is authorized by the governing documents relating to the Client and that the terms of this Agreement do not violate any obligations by which the Client is bound. If applicable, the Client agrees to deliver to the Advisor all account forms and corporate resolutions or similar documentation evidencing the undersigned’s authority to execute and deliver this Agreement. The Client also agrees to deliver such organizational documents and other documents, including the written statement of the Client investment objectives, policies, and restrictions, as the Advisor shall reasonably require. Such information may include, but is not limited to, income, expenses, assets, liabilities, income tax return, insurance policies, investments, group employee benefits, and estate planning documents and information. The Client further agrees that the Client will provide to the Advisor candid and accurate information of the Client’s current and future goals and objectives, including any material changes that occur from when the initial information is gathered to when the Plan is presented. The Client further agrees to promptly deliver all amendments or supplements to the foregoing documents to ensure that the Advisor has current and accurate information regarding the Client’s financial condition, needs, and investment objectives. The Client agrees that the Advisor will not be liable for any losses, costs or claims suffered or arising out of the Client’s failure to provide the Advisor with any documents required to be furnished hereunder.
3. Expenses and FeesThe Client agrees to pay the Advisor either (a) a fixed, monthly financial planning fee depending on the Level selected or (b) a one-time project-based fee (each, an “FP Fee”). For the avoidance of doubt, the FP Fee is separate from any discretionary advisory services provided by the Advisor to the Client. The FP Fee is invoiced monthly in advance. The FP Fee may be adjusted upon the advance written notice to Client.
The Client agrees to pay the FP Fee via the selected payment method indicated on the signature page, which may be updated at any time through written notice to the Advisor.
4. Limitation of Liability and IndemnificationThe Client recognizes that investment recommendations made by the Advisor are opinions only. All investments have a potential risk of loss that Clients must understand and be willing to bear before implementing any recommendations from the Advisor. It is further understood that neither the Advisor nor any of its employees are qualified to render legal services or prepare legal documents.
The Client understands and agrees that neither Advisor nor any of its affiliates has made, and is not making, any warranty or guarantee as to the performance or profitability of your account(s) or any part thereof, nor any guarantee that the investment objectives, expectations or targets will be achieved, including without limitation any risk control, risk management, or return objectives, expectations, or targets. Neither Advisor nor any of its affiliates guarantees a specific level of performance, the success of any given investment decision or strategy that Advisor may recommend or undertake, or the success of the overall management of the Account. Investment recommendations or decisions are subject to various market, currency, economic, and business risk—as well as the risk that those investment decisions will not always be profitable or prove to have been wise. The Account may suffer loss of principal, and income, if any, may fluctuate. (See Advisor’s ADV Part 2A for further detail and risk factors.)
To the fullest extent allowed by applicable law, you agree that Advisor and its affiliates, officers, directors, employees, representatives, successors, assigns, and authorized agents (collectively, the “Indemnified Persons”) shall not be liable under this Agreement for their actions or omissions absent their gross negligence, willful misconduct, or violation of applicable law. Except where prohibited by applicable law, Advisor and its Indemnified Persons shall not be liable for damages (including losses, lost opportunities, and lost profits) relating to differences between projected or potential performance and actual results.
Without limiting any other indemnity provision of this Agreement, you shall, to the fullest extent allowed by applicable law, indemnify and hold harmless Advisor and its Indemnified Persons from any loss, damage, or liability arising out of or relating to: (i) any transaction in which Advisor or any of its Indemnified Persons acts directly or indirectly as your investment adviser, absent any willful or grossly negligent conduct by Advisor or such Indemnified Persons; (ii) your failure to provide true, accurate, complete, and current information or to update your information; (iii) decisions and/or actions that you take or authorize third parties (including, but not limited to the custodian) to take on your behalf or that you fail to take; or (iv) any direction or communication you provide with respect to this Agreement or your Account (including deposits, withdrawals, or transfers of assets to or from such account).
Without limiting the generality of the foregoing, except where prohibited by applicable law, Advisor and its Indemnified Persons will not be liable for any indirect, special, incidental or consequential damages or other losses (regardless of whether such damages or other losses were reasonably foreseeable).
The Federal and State securities laws impose liability under certain circumstances on persons who act in good faith. Therefore, this agreement does not constitute a waiver of any Client’s legal rights under common law or Federal and State securities laws.
Subject to applicable law, neither Advisor nor its Indemnified Persons shall be liable for the acts or omissions of their vendors, contractors, or other third parties, including, but not limited to, any ACH operator or the custodian. If the Advisor is responsible for managing only a portion of the Client’s total assets, the Advisor shall not be responsible for the management of any of assets not in the Account or the diversification of all of the Client’s assets.
5. ArbitrationTo the fullest extent permitted by applicable law, all disputes and claims between you and Advisor and its Indemnified Persons will be resolved through binding individual arbitration unless you opt out of this Arbitration Agreement using the process explained below. The scope of this Arbitration Agreement will be construed as broadly as possible, and applies to all disputes and claims between you and one or more of Advisor and its Indemnified Persons regardless of when the claim accrues or when it is brought. All issues are for the arbitrator to decide, except that issues relating to the validity, enforceability, and scope of this Arbitration Agreement, including the interpretation of the section of this Agreement entitled “Waiver of Right to Bring Class Action and Representative Claims” below, will be determined by a court and not the arbitrator.
Right to Opt Out of This Arbitration Agreement
You are not required to accept arbitration even though you must sign this Agreement to participate in the Program. You may opt out of this Arbitration Agreement within the first 60 days after you enter into this Agreement by sending the Advisor an e-mail at email@example.com in connection that contains your printed name and the words “Reject Arbitration.” If you opt out of this Arbitration Agreement, any prior arbitration agreement shall remain in force and effect.
How Arbitration Works
Either party may initiate arbitration, which shall be conducted by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules (“AAA Rules”), as modified by this Arbitration Agreement. The AAA Rules are available on the AAA’s website www.adr.org, or by calling the AAA at (800) 778-7879. In the event the AAA is unavailable or unwilling to hear the dispute, the parties shall agree to, or the court shall select, another arbitration provider. Any arbitration hearing shall take place in Grand Rapids, Michigan, unless you and Advisor otherwise mutually agree to a different venue.
Waiver of Right to Bring Class Action and Representative Claims
All arbitrations shall proceed on an individual basis. The arbitrator is empowered to resolve the dispute with the same remedies available in court, including compensatory, statutory, and punitive damages; attorneys’ fees; and declaratory, injunctive, and equitable relief. However, any relief must be individualized to you and shall not affect any other client. The arbitrator is also empowered to resolve the dispute with the same defenses available in court, including but not limited to statutes of limitation. You and Advisor also agree that each may bring claims against the other in arbitration only in your or their respective individual capacities and in so doing you and Advisor HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY, TO ASSERT OR PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS ACTION ARBITRATION, TO ASSERT OR PARTICIPATE IN A PRIVATE ATTORNEY GENERAL LAWSUIT OR PRIVATE ATTORNEY GENERAL ARBITRATION, AND TO ASSERT OR PARTICIPATE IN ANY JOINT OR CONSOLIDATED LAWSUIT OR JOINT OR CONSOLIDATED ARBITRATION OF ANY KIND. If a court decides that applicable law precludes enforcement of any of this section’s limitations as to a particular cause of action, then that cause of action (and only that cause of action) must remain in court and be severed from any arbitration. Advisor and its Indemnified Persons do not consent to, and the arbitrator shall not have authority to conduct, any class action arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims, under any circumstance.
6. Conflicts of Interest.The Client understands that the Advisor may refrain from rendering any advice or services concerning securities of companies with which the Advisor has a conflict of interest, which may include companies in which the Advisor’s officers, directors, or employees serve in key positions with or have material economic interest. The Advisor has disclosed any material conflicts of interest regarding the Advisor or its representatives, which could be reasonably expected to impair the rendering of unbiased and objective advice to the Client. Such disclosure is provided in the Advisor’s Form ADV Part 2A (the “Disclosure Brochure”) and the applicable Form ADV 2B (“Brochure Supplement[s]”). The Client is under no obligation to act upon the recommendations provided by the Advisor or implement recommendations through the Advisor.
7. Non-exclusive FP Services.It is understood that the Advisor performs investment advisory services for various clients. The Client agrees that Advisor may give advice and take action with respect to any of its other clients, which may differ from advice given, or the timing or nature of action taken, with respect to the Client.
8. Reliance on Information.The Client understands that the Advisor, in the performance of its obligations and duties under the Agreement, is entitled to rely upon the accuracy of information furnished by the Client or on its behalf, without further investigation.
9. Termination and Cancellation.Neither the Client nor the Advisor may assign, convey or otherwise transfer any of their rights, obligations or interests under this Agreement without the prior consent of the other party. This Agreement may be terminated, at any time, by either party, by written notice to the other party. Upon termination, the Advisor will refund any unearned, prepaid planning fees from the effective date of termination to the end of the month. Upon termination of the Agreement, Sections 3 (as to fees accruing prior to Termination), 4 and 5 shall survive.
10. Governing Law.To the extent federal law does not apply to this Agreement, it shall be construed in accordance with the laws of the State of Michigan without regard to choice of law considerations except for Item 5, which shall be governed by AAA Rules. Any action, suit or proceeding arising out of, under or in connection with this Agreement seeking an injunction or not otherwise submitted to arbitration pursuant to this Agreement shall be brought and determined in the State of Michigan and in no other forum. The parties hereby irrevocably and unconditionally submit to the personal jurisdiction of such courts and agree to take any and all future action necessary to submit to the jurisdiction of such courts in any such suit, action or proceeding arising out of or relating to this Agreement.
11. Disclosure.The Client hereby acknowledges receipt of the Advisor’s Disclosure Brochure and Brochure Supplement[s], which contain information regarding the Advisor’s services, fees, business practices, conflicts of interest and the background of its advisory person[s].
14. Entire Agreement.This Agreement contains the entire agreement and understanding between the Client and the Advisor with respect to the subject matter hereof and supersedes all prior written agreements and understandings with respect hereto. This Agreement may only be amended, revised or modified with our written consent. We may modify this Agreement by providing you an amended version of this Agreement. Such amendment will be deemed accepted and become effective 30 days after such notice unless you object in writing. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any and all other provisions hereof.
15. Website and Synched Accounts.The Advisor provides financial account aggregation services via the Website (each, a “Synced Account”). The Advisor will retrieve certain financial account information, such as your account balances and holdings, from financial institutions you designate using third-party services called Yodlee, Inc. (“Yodlee”). By using Yodlee to connect a linked checking account, credit card or to designate a checking account as one of Client’s Synced Accounts, the Client acknowledges and agrees that the Advisor will collect data about cash outflows from that account. Use of the Synced Account services is completely voluntary and at the Client’s option. The Client understands and agrees that use of Synced Accounts is subject to Yodlee’s terms and conditions, which may impose important limitations on the circumstances and degree of Yodlee’s liability. The Client understands and agrees that the Advisor’s recommendations and other services will not be based on Synced Accounts (or any financial accounts other than the Accounts held with the Advisor).
The Advisor is not responsible for and cannot guarantee the accuracy of information about the Client that the Advisor receives from the Synced Accounts. The Advisor may not be able to foresee or anticipate technical or other difficulties that may result in failure to obtain data from your voluntary use of the Synced Account services. The Client further understands that the Advisor will typically not attempt to refresh the data from the Synced Accounts more than once a day, but may do so less often for a variety of reasons, including connectivity issues and access restrictions imposed by other parties. Except for the Advisor’s malfeasance or gross negligence, the Advisor assumes no responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, loss of user data, communications, or personalization settings. The Client shall confirm the accuracy of Synced Account data through sources independent of the Advisor.