Terms of Use

1.1 You and Nuvano

When we say you or your, we mean:

• if you are a Financial Advice Provider (FAP), both you as an organisation and any individual authorised to act on your behalf;
• if you are an individual financial adviser, you personally and, where applicable, any company or entity through which you conduct your advisory business.

When we say Nuvano, we, our or us, we mean Nuvano Limited, a company registered in New Zealand (NZBN: 9429052962349).

For clarity, our Services may be used by:

• Licensed FAPs providing advice directly to clients
• Individual financial advisers who hold their own FAP licence
• Individual financial advisers who are engaged by and operate under another FAP's licence

1.2 Our Services

Our Services consist of our digital platform that helps Financial Advice Providers deliver KiwiSaver recommendations to their clients through questionnaires, risk profiling, and Statement of Advice generation. This includes any future features and improvements we add.

1.3 Creating a Subscription

A Subscriber is the person or entity that creates a subscription to use our Services and accepts these terms. A Subscriber may be:

• a Financial Advice Provider (FAP);
• an individual financial adviser with their own FAP licence;
• an individual financial adviser (or their company) who is engaged by and operates under another FAP's licence; or
• any other person or entity we agree to provide Services to.

If you're the Subscriber, you're responsible for paying for your subscription and for ensuring your use of our Services complies with these Terms.

1.4 Invited Users

An Invited User is a person other than the Subscriber who has been invited to use our Services through your subscription. If you're an Invited User (like an adviser or support staff), you must also accept these terms to use our Services.

1.5 User Roles and Access

As a Subscriber inviting others into your subscription, you control the permissions you grant to Invited Users. User roles include:

• FAP Admin: Full control over the subscription and all settings
• Adviser: Can manage and advise clients
• Client Manager: Limited access to support client administration

1.6 Subscriber Responsibilities

As a Subscriber, you take responsibility for managing your subscription. This means:

• You control access to your subscription and decide who's invited
• You can change or stop Invited User access at any time
• You're responsible for all your Invited Users' activity
• You must resolve any disputes with Invited Users over access
• You maintain your FAP licensing and regulatory compliance

1.7 Rules for Everyone

Whether you're a Subscriber or an Invited User, you agree to:

• Keep your login information secure
• Use the Services responsibly and lawfully
• Ensure information entered is accurate
• Follow all applicable laws and regulations

1.8 Financial Advisers Operating Under Another FAP's Licence

If you are a financial adviser who is engaged by and operates under another FAP's licence (your Engaging FAP), you acknowledge and agree that:

• FAP Awareness: Your Engaging FAP has regulatory oversight obligations regarding the tools and systems you use to provide financial advice. You are responsible for ensuring your Engaging FAP is aware of your use of our Services to the extent required by your engagement terms or applicable law.
• Your Responsibility: You remain solely responsible for:
  • Complying with your engagement terms with your Engaging FAP
  • Meeting any requirements your Engaging FAP imposes regarding advice tools
  • Ensuring your use of our Services doesn't breach your obligations to your Engaging FAP
  • Any regulatory obligations that apply to you personally as a financial adviser
• FAP's Responsibility Unchanged: Nothing in these Terms affects your Engaging FAP's regulatory responsibilities. Your Engaging FAP remains responsible for its oversight obligations under the Financial Markets Conduct Act and related regulations.
• Nuvano's Position: Nuvano has no relationship with your Engaging FAP unless they separately subscribe to our Services. We are not responsible for:
  • Any disputes between you and your Engaging FAP
  • Your Engaging FAP's oversight or compliance obligations
  • Any consequences arising from your failure to comply with your obligations to your Engaging FAP
• Warranty: By subscribing, you represent and warrant that your use of our Services does not breach any agreement with your Engaging FAP, or if it requires your Engaging FAP's approval, that you have obtained such approval.
• Change in Engagement: If your engagement with your Engaging FAP ends, you must notify us within 10 working days. You remain responsible for any client data entered during your engagement with that FAP, and must ensure appropriate handling of such data in accordance with your obligations to your former Engaging FAP and applicable privacy laws.

1.9 Your Representations and Warranties

By subscribing to our Services, you represent and warrant that:

• Authority: You have full authority to enter into these Terms and to use our Services for your financial advice business.
• Licensing: You hold, or operate under, a valid FAP licence and are registered on the Financial Service Providers Register as required by law.
• No Conflict: Your use of our Services does not breach:
  • Any agreement with your Engaging FAP (if applicable)
  • Any employment or contractor agreement
  • Any regulatory requirement or condition of your registration or licensing
  • Any other agreement or obligation that applies to you
• Approvals: Where required by your Engaging FAP or any other party, you have obtained all necessary approvals to use our Services.
• Ongoing Compliance: You will notify us promptly if any of these representations cease to be true.

2.1 Free Trial

New Subscribers may be offered a free trial period at Nuvano's discretion. You won't be charged during the trial period. To continue after the trial, you'll need to select a subscription plan.

2.2 Pricing Structure

We use per-seat pricing based on the number and type of users in your subscription:

• Solo Plan: For individual advisers operating alone
• Primary Adviser: Per-user pricing for each practising adviser
• Support/Client Manager: Optional add-on for support staff

All prices are in New Zealand Dollars (NZD) and exclude GST. We'll clearly show you the total cost based on your user configuration before you commit.

2.3 Pricing Model

We use a straightforward per-user subscription model. You pay based on the number of users in your subscription (advisers and support staff), not per client or per advice delivered.

Specific pricing for your plan will be confirmed during onboarding.

For practices with specific requirements, custom pricing is available. Contact us to discuss your needs.

2.4 Billing and Payment

As the Subscriber, you're responsible for all fees associated with your subscription. Your specific pricing and billing terms will be confirmed during onboarding.

We'll send invoices to the Subscriber's billing contact, and payment is due within 7 days. We accept payment by bank transfer or credit card through our billing partner.

2.5 Late Payments

If we don't receive payment on time, we may suspend the entire subscription (affecting all Invited Users) until payment is made. We'll always try to contact the Subscriber first to resolve any payment issues.

3.1 Acceptable Use

You agree to use our Services only for lawful business purposes related to providing KiwiSaver advice to your clients. You must comply with all applicable laws, including the Financial Markets Conduct Act and FMA requirements.

3.2 Your Compliance Obligations

If you are a FAP: As a Financial Advice Provider, you are solely responsible for:

• Maintaining your FAP licence with the FMA
• Ensuring advice meets regulatory standards
• Managing client complaints and disputes
• Keeping required records for 7 years
• Meeting all other FAP regulatory obligations
• Oversight of any financial advisers engaged under your licence

If you are a financial adviser: As a financial adviser (whether holding your own FAP licence or operating under another FAP's licence), you are solely responsible for:

• Maintaining your registration on the Financial Service Providers Register
• Meeting the competence, knowledge and skill requirements of the Code of Professional Conduct
• Complying with the conduct and client care standards
• Keeping appropriate records
• Meeting all other regulatory obligations that apply to you

Regulatory Relationships: If you operate under another FAP's licence, nothing in these Terms affects the regulatory relationship between you and your Engaging FAP. Your Engaging FAP's oversight obligations continue to apply.

Important: Nuvano provides technology services only. We are not a Financial Advice Provider and do not provide financial advice. We are not responsible for the advice you give or any regulatory obligations that apply to you or your FAP.

3.3 Things You Must Not Do

Please don't:

• Share your login credentials
• Try to access other FAPs' data
• Use the Services for anything illegal
• Attempt to reverse engineer our platform
• Overload our systems with excessive requests

3.4 Client Portal

We provide a client portal where your clients can, upon your invitation, view their recommendations and access their advice documents. You control which clients have access and what they can see.

4.1 Your Data

You retain ownership of all data you enter into our Services. We process this data on your behalf to provide our Services. For details on how we handle personal data, please see our Privacy Policy.

4.2 Data Processing

When you use our Services to process client data:

If you are a FAP: You are the data controller for client data entered into our Services. We process this data on your behalf as data processor.

If you are a financial adviser operating under another FAP's licence: You acknowledge that:

• Your Engaging FAP may be the data controller for client data under privacy law
• You are responsible for ensuring your use of our Services complies with your Engaging FAP's data handling policies
• We process data on your instructions, but this does not determine who is the data controller under privacy law
• You must ensure you have appropriate authority to enter client data into our Services

Our processing is governed by our Data Processing Addendum, which forms part of these Terms.

4.3 Data Security

We implement appropriate technical and organisational measures to protect your data. However, you're also responsible for:

• Keeping your passwords secure
• Managing user access appropriately
• Training your team on data security

4.4 Data Backup

While we perform regular backups, you're responsible for maintaining your own copies of important data. We recommend regularly exporting your client data and advice records.

4.5 Engaging FAP Data Requests

If you operate under another FAP's licence and your Engaging FAP requests access to client data you have entered into our Services:

• We may, at our discretion, provide information to your Engaging FAP to the extent required for their regulatory oversight obligations
• We will notify you of any such request where reasonably practicable
• You acknowledge this may be necessary for your Engaging FAP to meet their compliance obligations

We are not obliged to mediate any dispute between you and your Engaging FAP regarding data access.

4.6 Analytical Data

We may collect and use anonymised and aggregated data derived from your use of the Services (Analytical Data) for our own business purposes, including:

• Improving and developing our Services
• Generating industry benchmarks and insights
• Creating anonymised reports and analytics
• Training and improving our recommendation algorithms

Analytical Data does not identify you, your clients, or any individual. You acknowledge that Analytical Data is our property and we may use it without restriction.

5.1 Security Safeguards

We've invested in technical, physical and administrative safeguards to help keep your data safe and secure. While we've taken steps to protect your data, no method of electronic storage is completely secure and we cannot guarantee absolute security.

5.2 Your Security Responsibilities

You play an important part in security by:

• Using strong, unique passwords (we enforce minimum standards)
• Enabling two-factor authentication when available
• Not sharing login credentials with anyone
• Immediately reporting any suspected security breaches
• Keeping your own systems secure and up-to-date

5.3 Security Incidents

If we become aware of a security incident affecting your data, we'll notify you as required by law and work to minimise any impact. You may need to assess whether to notify affected clients or authorities based on the nature of the incident.

5.4 Keeping Information Confidential

We both agree to take reasonable steps to protect each other's confidential information from unauthorised access, use, or disclosure.

Confidential Information includes (but is not limited to):

• Our platform features, functionality, user interface, and design
• Our proprietary algorithms, recommendation logic, and business methods
• Technical documentation, processes, and workflows
• Pricing, business strategies, and roadmap information
• Any information marked as confidential or that would reasonably be considered confidential

You agree not to disclose our Confidential Information to third parties without our prior written consent, except as required by law or to your professional advisers under confidentiality obligations. This confidentiality obligation survives termination of these Terms.

6.1 What We Own

We own all intellectual property rights in our Services, including the design, code, features, and content we've created. This includes our trademarks, copyrights, and any proprietary technology.

You agree not to:

• Copy, reproduce, or duplicate any part of our Services
• Modify, adapt, or create derivative works based on our Services
• Reverse engineer, decompile, or disassemble our platform
• Use our Services or proprietary methods to build a competing product or service
• Extract data, content, or methodologies for commercial purposes outside of your advice practice
• Remove or alter any proprietary notices, labels, or trademarks
• License, sell, rent, lease, transfer, assign, or sublicense the Services to third parties

Our proprietary methods, algorithms, business processes, and recommendation logic are confidential and protected as trade secrets. You may not disclose these to third parties or use them outside of your permitted use of our Services.

6.2 Your Data Remains Yours

You retain all rights to the data you upload to our Services. You grant us a licence to use your data only as necessary to provide the Services to you and as described in these Terms.

6.3 Feedback

We love your feedback! If you provide suggestions or ideas about our Services, we may use them without restriction to improve our platform for everyone.

6.4 Restrictions on Use

You may only use our Services for their intended purpose: providing KiwiSaver advice to your clients as a licensed Financial Advice Provider. You may not:

• Provide access to our Services to any third party (except your own clients through their client portals)
• Use the Services to provide white-label services to other advisers or businesses
• Develop, market, or distribute competing products or services based on features, functionality, or methods observed in our platform
• Conduct competitive analysis, benchmarking studies, or reverse engineering for competitive purposes
• Share access credentials or allow unauthorised users to access your subscription

If you wish to use our Services in ways not expressly permitted by these Terms, you must obtain our prior written consent.

7.1 Availability

We strive to maintain high availability of our Services, targeting 99.5% uptime. Occasionally we need to perform maintenance, which we'll try to schedule during low-usage periods. We'll notify you in advance of planned maintenance where possible.

7.2 Support

We provide email support during New Zealand business hours. For help, contact us at support@nuvano.co.nz. We aim to respond to all queries within one business day.

7.3 Updates and Modifications

We regularly update and improve our Services. Most updates happen automatically, but we'll notify you of any significant changes that might affect how you use the platform. We may occasionally discontinue features with reasonable notice.

7.4 Access Issues

Despite our best efforts, you might occasionally be unable to access our Services due to internet issues, maintenance, or other factors beyond our control. We're not liable for any losses from temporary unavailability.

8.1 Public Data Sources

We access KiwiSaver scheme information from publicly available registers to provide up-to-date fund data. This data is subject to the applicable terms and conditions of those sources.

8.2 Future Integrations

We may add integrations with other services in the future. When you connect to third-party services:

• Their terms and conditions will apply
• They may charge additional fees
• You're responsible for managing those relationships
• We're not liable for third-party service issues

8.3 Your Responsibility

You're responsible for understanding the terms of any third-party services you connect to and for any fees they charge. You're also responsible for the accuracy of information obtained from third-party sources when providing advice.

9.1 Term

These Terms start when you first accept them and continue until either you or we terminate the subscription.

9.2 Termination by Subscriber

If you're the Subscriber, you can cancel your subscription at any time by giving us 30 days' notice. You'll continue to have access until the end of your current billing period. When a Subscriber terminates, all Invited Users lose access.

9.3 Termination by Us

We may terminate or suspend the subscription if:

• The Subscriber or any Invited User breaches these Terms
• The Subscriber doesn't pay subscription fees
• We're required to by law
• We discontinue the Services (with 90 days' notice)

9.4 Invited User Access

If you're an Invited User, your access depends on the Subscriber maintaining the subscription. The Subscriber can revoke your access at any time. If you have concerns about access, you'll need to resolve them directly with the Subscriber.

9.5 Data After Termination

After termination:

• You have 30 days to request a copy of your data or request deletion
• We will provide a copy of your data upon request (reasonable costs may apply)
• We will use reasonable efforts to delete your data upon request
• Remember: you may have regulatory obligations to keep client records for 7 years - ensure you export your data before termination

9.6 Change in Regulatory Status

You must notify us within 10 working days if:

• Your FAP licence is suspended, cancelled, or varied
• Your engagement with your Engaging FAP ends (if you operate under another FAP's licence)
• Your registration on the Financial Service Providers Register is removed or varied
• You become aware of any regulatory action that affects your ability to provide financial advice

Upon receiving such notice, we may:

• Require you to provide additional information
• Suspend your access to our Services pending clarification
• Terminate your subscription if you are no longer entitled to provide financial advice

We are not responsible for monitoring your regulatory status. You are solely responsible for ensuring you are entitled to use our Services.

Indemnity: You indemnify Nuvano against any loss, cost, or liability we incur as a result of your failure to notify us of a change in your regulatory status as required by this section.

10.1 Our Liability

To the maximum extent permitted by law, our total liability to you is limited to the amount you've paid us in the 6 months before the event giving rise to liability.

10.2 What We're Not Liable For

We're not liable for:

• Any indirect, consequential, or punitive damages
• Loss of profits, data, or business opportunities
• The accuracy or suitability of financial advice you provide
• Client complaints or regulatory actions against you

10.3 Your Indemnity

You agree to indemnify us against any claims arising from:

• Your use of the Services
• Your breach of these Terms
• Client complaints about your advice
• Your violation of any laws or regulations

10.4 Disclaimer

The Services are provided "as is" without warranties of any kind. We don't guarantee the Services will be error-free or uninterrupted. Nuvano is a technology provider only and does not provide financial, legal, or tax advice.

10.5 Consumer and Fair Trading Legislation

You warrant that you are acquiring the Services for the purposes of a business and that the Consumer Guarantees Act 1993 does not apply to this Agreement.

To the maximum extent permitted by law, each party agrees that the Fair Trading Act 1986 (including but not limited to sections 9, 12A and 13) does not apply to this Agreement.

11.1 Changes to Terms

We may update these Terms from time to time, effective upon posting the updated terms on our website. We'll use reasonable endeavours to notify you of material changes via email or through the Platform. Your continued use of the Platform after changes are posted means you accept the new terms.

11.2 Governing Law

These Terms are governed by New Zealand law. Any disputes will be resolved in New Zealand courts.

11.3 Entire Agreement

These Terms (including our Privacy Policy and Data Processing Addendum) constitute the entire agreement between us. If you have a separate written contract with us, that contract prevails to the extent of any conflict.

11.4 Assignment

You can't assign or transfer these Terms without our written consent. We may assign our rights and obligations to another entity.

11.5 Severability

If any part of these Terms is found to be unenforceable, the rest continues to apply.

11.6 Waiver

If we don't enforce any right immediately, it doesn't mean we're giving up that right.

11.7 Force Majeure

Neither party will be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from any cause beyond the reasonable control of that party, including:

• Natural disasters, earthquakes, floods, or severe weather
• Pandemic, epidemic, or public health emergency
• War, terrorism, riots, or civil unrest
• Power outages, internet or telecommunications failures
• Failure of third-party hosting or cloud services
• Government actions, laws, or regulations

The affected party must notify the other party as soon as reasonably practicable and use reasonable efforts to mitigate the effects of the Force Majeure event.