1. Firm Services. The Firm will provide financial advice addressing the specific issue or issues you request, as outlined in your proposal. The Firm will limit its analysis to those areas on your proposal. For hourly clients, our analysis will be limited to the areas you request during our engagement, and so we may not address all issues listed on the proposal. Please note that if you do not provide the Firm with any and all information relevant to your financial objectives, the Firm may be unable to provide you with complete or suitable recommendations. The Firm does not implement or monitor your financial plan.
2. Effective Date. Unless otherwise noted, the Firm’s recommendations and services begin when all parties have signed the contract and proposal. They conclude at the end of the contract period as described in the proposal.
3. Investment Authority. The Firm does not have custody of the Client’s funds, nor the discretion to buy or sell securities on behalf of the Client. All investment advice must be implemented by the client.
4. Other Services. The Client acknowledges that the Firm does not and will not practice law or accounting when providing advice to the Client or in the preparation of a financial plan. The Client understands that none of the fees paid under this contract relate to accounting, tax, or legal services and that it is the responsibility of the Client to obtain accounting or legal advice if necessary or advisable.
5. Fees. The Firm’s fees will be assessed as provided in the current Proposal. Fees may be paid by credit card or bank draft. The Firm does not accept cash, money orders, or similar forms of payment for engagements.
- Upfront Fees. The Firm collects an initial fee that is intended as a pre-payment for work the Firm will do on your behalf. The length of time required to complete and deliver the work you request is dependent on several factors, including your needs, your ability to provide necessary information and documentation, and the complexity of your financial situation. The Firm may reduce or waive the initial fee at the Firm’s discretion. At no time does the Firm require prepayment of $500 or more six months or more in advance of rendering the services.
- For hourly clients, this fee is applied to the first invoice. If you do not ask the Firm to complete work under this contract, you can ask to have the fee rolled into a future, consecutive contract.
- For project clients, the upfront fee is a portion of the total fee for the project.
- Ongoing Fees. For hourly clients, additional fees will be billed in arrears after work is complete. For project clients, the remaining project fee is billed on an ongoing monthly basis as described in your proposal
- Service Provider Fees. The applicable fees referenced in the current Proposal include all fees and charges for the services of the Firm. Any transactional or custodial fees assessed by the selected service providers and/or individual retirement account or qualified retirement plan account termination fees are borne by the Client and are as provided in the current, separate fee schedule of the selected service provider. Fees paid to the Firm for its services are separate from any charges the Client may pay for mutual funds, exchange-traded funds or other investments of this type. Fees charged by these issuers are detailed in prospectuses or product descriptions and the Client is strongly encouraged to read these documents before investing.
- Commissions. Specific product recommendations made by the Firm will usually be “no-load” (i.e., no commission) products, if available. In some cases, such as actively-managed mutual funds or insurance, there may not be an adequate selection of no-load products available for recommendation. Neither the Firm nor its associates receive commission payments involving any investment or insurance recommendation.
6. Termination of Services. Either party may terminate the Agreement at any time, for any reason or no reason. Notice of termination should be in writing, sent to the address on the signature block of this Agreement or via email. However, the Client may orally notify the Firm of the termination and provide written confirmation of the termination within two (2) days thereafter. If, within the two (2) business days following oral notification the Firm has not received notice in writing from the Client, the Firm may make written notice of such termination in its records and will send its own termination notice to the Client as a substitute. If the Firm’s ADV Part 2 was not delivered to the Client at least 48 hours prior to entering into this Agreement then the Client has the right to terminate the engagement without penalty within five (5) business days after entering into the agreement. Should a client terminate the engagement after this period, billing will discontinue but fees received will be held by the Firm.
7. Conflicts of Interests. The Firm will provide disclosure throughout the term of this Agreement regarding any conflicts of interest which could be reasonably expected to impair the rendering of unbiased and objective advice.
8. Client Representations. The Client represents to the Firm the following and understands and agrees that the Firm is relying on these representations as an inducement to enter into this Agreement:
- The Client acknowledges all investments involve risks and that some investment decisions will result in losses, including the potential for the loss of their principal that has been invested. The Client understands that the Firm cannot under any circumstance guarantee their investment objectives will be achieved.
- The Client certifies that they are legally empowered to enter into or perform this Agreement.
- The Client agrees that they will provide the Firm with all necessary information to provide the agreed upon services, and to honestly answer any inquiries from the Firm relating to the subject matter of this Agreement. If the Client does not provide the information necessary, the Firm shall, at its choice, either discontinue the engagement or limit the engagement to areas in which appropriate documentation and information has been provided.
- The Client agrees to provide Livelihood with timely information about any changes to your financial situation that may impact our advice.
- The Client agrees and acknowledges that the responsibility for financial decisions is theirs and that they are under no obligation to follow, either wholly or in part, any advice, recommendation, or suggestion provided by the Firm. The Client understands and acknowledges that, while the Firm uses its best efforts, ultimately the Client must decide whether to follow the Firm’s advice, recommendations, or suggestions.
- The Client understands and agrees that the Firm performs services for other clients and may make recommendations to those clients that differ from the recommendations made to the Client. The Client acknowledges that each client’s specific situation differs, and thus understands that the Firm does not have any obligation to recommend for purchase or sale any security or other asset it may recommend to any other client.
- The Client recognizes that although Livelihood takes reasoable steps to protect client data, electronic information can be stolen and emails intercepted or otherwise disclosed by third parties. Livelihood cannot guarantee that all information will be absolutely secure. In that regard, you agree that we shall have no liability for any claim, loss or damage arising from the disclosure of confidential or proprietary information electronically transmitted.
- The Client acknowledges that the Firm obtains information from a wide variety of publicly available sources and cannot guarantee the accuracy of the information or success of the advice which it may provide. The information and recommendations developed by the Firm are based on the professional judgment of the Firm and its representative(s), and the information the Client provides to the Firm.
- The Client acknowledges and agrees that the Firm shall not be obligated to provide any services under this Agreement with or for the Client if, in the Firm’s reasonable judgment, this would (i) violate any applicable federal or state law or any applicable rule or regulation of any regulatory agency, or (ii) be inconsistent with any internal policy maintained by the Firm from time-to-time relating to business conduct with its Clients.
- If accounts under review contain only a portion of the Client’s total assets, the Firm shall not be responsible for any of the Client’s assets not set forth in this Agreement or the proper diversification of all of the Client’s assets, or for the impact that may result from the Client’s failure to disclose such assets.
- The Client understands and agrees that the Firm will not be liable for any loss incurred as a result of the services provided to the Client by the Firm. Nothing in this Agreement shall in any way limit or waive any rights you may have under federal or state securities laws.
- If this Agreement is entered into by an unincorporated association or another entity organized under the laws of any state (collectively, an “entity”), and the Client is that entity, the undersigned certifies that the Agreement has been duly authorized, executed and delivered on behalf of such entity, and that the individual(s) executing this Agreement is / are fully authorized to bind the entity to this Agreement and any obligations arising from this Agreement.The Firm may, at its discretion, request that the entity provide written confirmation of such authorization in the form of a resolution or other document.
9. Confidentiality of Information. The Firm will regard any information provided by the Client as confidential, and all recommendations and/or advice provided by the Firm shall be confidential, with disclosure only upon such terms and to such parties as designated by the parties to this Agreement or as otherwise required by law. Further, by executing this Agreement the Client acknowledges they have received the Firm’s Privacy Policy statement that has been incorporated into the Firm’s Form ADV Part 2 or similar disclosure document.
10. Multiple Parties. In the event the Client is more than one individual, the Firm is authorized to accept the direction of any individual comprising the Client and such direction will be binding on all parties. The Firm will do its best to provide advice based on the joint and collective goals of multiple individuals that constitute a single client.
11. Electronic Document Delivery. Whenever practical, documents and information will be electronically delivered to the Client. Such documents and information include, but are not limited to, service agreements, account information, forms, revised firm disclosures, and various types of general client communications. Delivery mechanisms may include electronic mail (unencrypted e-mail), firm web site, and secure data transmission services. The sending of the electronic messages and/or information constitutes delivery of the information, regardless of whether the Client chooses to read it. The Client may opt-out of or revoke this consent to electronic delivery at any time by providing written notice to Firm at its address on the signature page of this Agreement. However, since the Firm has priced its services based on the considerable savings of electronic delivery, the Firm reserves the right to charge administrative fees and postage if paper documents are required. The Client agrees to keep a current, functional e-mail address and will update information with the Firm immediately if an e-mail address or any other contact information changes.
12. Proxy Voting. The Firm does not vote proxies nor provide advice on the voting of proxies. The Client shall be responsible for directing the manner in which proxies solicited by issuers of securities the Client beneficially owns shall be voted, and will make all elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other types of events pertaining to Client assets. The Firm does not offer guidance on proxy voting matters. The Client will instruct their selected service provider to forward to the Client all proxies and shareholder communications relating to their assets to the Client’s address of record.
13. Registration. The Firm is an investment advisor registered with the Commonwealth of Pennsylvania, the State of New Jersey, and the State of New York. In addition, the Firm may register or meet exemptions to registration in other jurisdictions it conducts investment advisory business. Any reference to the Investment Advisers Act of 1940 in any Client document is not meant to imply registration with the United States Securities and Exchange Commission (SEC).
14. Assignment. The Firm will not assign the Agreement to any other party without the Client’s prior written consent.
15. Death or Disability. If the Client is a natural person, the death, disability or incompetency of the Client will not terminate or change the terms of this Agreement. However, the Client’s executor, guardian, attorney-in-fact or other authorized representative may terminate this Agreement by giving written notice to the Firm, along with proof (satisfactory to the Firm) of such individual’s status as executor, guardian, attorney-in-fact, or authorized representative. The Firm shall have no authority to determine a dispute among persons claiming to be authorized representatives for the same individual Client(s).
16. Disputes. If a dispute arises out of this Agreement and cannot be settled through direct negotiation between the Firm and the Client, it shall then be resolved by first entering into Mediation, and if the Mediation is unsuccessful, then, to the extent not inconsistent with applicable law, by voluntary Arbitration via the American Arbitration Association. Mediation shall end as soon as (i) the dispute is resolved; (ii) the mediator informs the parties that Mediation is unlikely to be successful; or (iii) any party elects, after three (3) days of good faith Mediation effort, to end Mediation. The cost of mediation will be borne by the party who requests mediation to resolve the conflict. An agreement to arbitrate does not apply to future disputes arising under certain federal or state securities laws, including the Investment Advisers Act of 1940, as amended, to the extent that it has been determined as a matter of law that claims under such federal laws are not subject to compulsory arbitration. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein. Any arbitration between the parties hereto shall be governed by the laws of the Commonwealth of Pennsylvania. Each party shall be responsible for the cost of its own legal representation at any Mediation or Arbitration proceeding.
16. Captions and Headings. The captions and headings of the paragraphs in this Agreement are only for convenience and shall not be used in construing or interpreting this Agreement.
17. Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms or provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.
18. Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania.
19. Survival. Sections 8, 9, 15, 18, and this section shall survive termination of this Agreement.