Northstar Investment Advisory LLC (the “Adviser”) is an SEC-registered investment adviser that is a subsidiary of Watt, Inc. d/b/a Northstar (“Northstar”). Northstar provides a suite of financial management tools and technologies, including online tools and digital content, geared towards personal finance management. The Adviser’s financial planning and investment advisory services (the collectively the “services”), while distinct, are intended to be used by individual employees of Northstar’s employer clients and individual clients (each a “Client”) in an integrated manner with the other tool and technologies offered by Northstar. However, unless otherwise indicated below, these Terms and Conditions exclusively govern the provision of the services by the Adviser to each of its Clients.
Point in Time Financial Planning and Investment Advice/No Duty to Update:
The Adviser’s services are provided on a non-continuous “point in time” basis that is in response to specific Client questions and requests. This means that the advice provided by the Adviser is given on each occasion based on the information provided by the Client to the Adviser and is intended to be appropriate advice as of that precise moment in time. The Adviser will not periodically review or update prior services unless they are expressly requested to do so by the Client at a future date. Accordingly, the services provided by the Adviser are not ongoing and continuous. Moreover, neither the Adviser or its personnel will proactively contact Client to inquire about their desire for updated or new services or any changes in the Clients financial position or investment goals. It is solely the responsibility of the Client to seek updated or services, including new financial planning or investment advice from the Adviser or their personnel and to provide any updated financial information and financial goals that the Client wants the Adviser to consider in providing any new advice.
Non-Discretionary Advice/Delay in Implementation:
The Services are provided on a non-discretionary basis. This means that the Adviser does not have the power or ability to implement any advice or recommendations on the Clients behalf. It is solely the Client’s discretion and responsibility to implement any advice or recommendation provided by the Adviser as part of the services in a timely manner. A delay in implementing advice provided by the Adviser may hinder the ability of the Client to achieve the intended result.
Limited Scope of Advice/Incomplete Financial Information:
The Adviser’s services includes advice and recommendations about employer benefits, insurance products, budgeting, financial goal planning, debt management, investment allocations, retirement planning, and employer compensation. The advice provided by the Adviser is based on the financial and other information provided by the client on the onboarding questionnaire and risk tolerance questionnaire that the Client is required to complete and submit to the Adviser as well as, in certain instances, other financial, compensation and employee benefit information that the Adviser’s personnel have access by virtue of Client’s use of the Northstar’s suite of tools that includes financial account linking, cash-flow visualizer tool, equity visualizer, and internal advisor chat feature. The information provided in the Questionnaire or available to the Adviser on the Northstar suite of financial tools may not present a complete financial picture to the Adviser and any information not provided to the Adviser will not be considered in forming the advice provided to the client. As a result, the advice provided by the adviser will be limited in scope by the information provided and may not result in a complete or comprehensive financial plan or a total portfolio asset allocation recommendation.
No Specific Securities Recommendations:
The Adviser’s services includes general investment asset allocation and investment product advice to Clients but does not include recommendations or advice with respect to individual securities or investments such as particular mutual funds or exchange-traded funds. The Adviser also does not monitor the performance of specific investments held in Clients’ investment accounts. Any discussion about a particular security or investment with the Adviser’s personnel is intended to be generic in nature and not a recommendation to buy, sell or hold the individual security discussed.
From time to time, the Adviser may make specific recommendations and provide advice regarding Client’s exercise or selling of employer equity compensation awards (e.g., incentive stock options, restricted stock grants). Any advice with respect to such employer equity compensation awards is made solely from an overall investment asset allocation perspective and without regard to potential future performance of the employer equity involved. The Adviser does not provide advice on the likelihood of future performance of any individual security.
Advisory Fee and Expenses:
The Adviser implements two subscription-based service fee programs, the Employer Model and the Retail Model. Under the Employer Model, the employer of the individual Client will be responsible for paying an on-going monthly, subscription-based service fee per employee Client. The amount of the fee will vary based on the employer’s size and negotiated directly with the employer. [Information regarding the per employee service fee under each Employer Model program may be requested from or provided by the employer to each employee Client as part of the employer’s disclosures regarding eligible employee benefits Under the Retail Model, individuals Clients will be responsible for paying an on-going monthly, subscription-based service fee that is disclosed to and agreed upon by the client during the enrollment process.
The Adviser does not charge brokerage fees, custodian fees, mutual fund and variable annuity expenses, or any other transaction fees and product-level fees. Clients are responsible for identifying their own custodians and brokerage firms to act on investment advice. Neither the Adviser nor Northstar earns or shares any portion of the custodial or brokerage fees the Client may incur as a result of the services.
No Brokerage Recommendation:
From time to time, the Adviser may provide information about one or more broker/dealer firms with whom a Client may seek to establish an investment account. This information may include the name of the broker/dealer, a brief description of their services and a link to the broker/dealer’s client website. This information is provided as a convenience to Clients as is not a recommendation to establish a brokerage account with any of the broker/dealer firms whose information is provided. In the provision of this information, the Adviser is making no representation about the quality of the services, including best-execution of securities transactions, provided by any broker/dealer whose information is provided. The Adviser also disclaims any responsibility for monitoring the performance or credit worthiness of any broker/dealer whose information is provided to client.
No Custody by Adviser:
Under no circumstances will the Adviser act as custodian of Client assets, have the right to obtain custody of assets or have the power to direct the payment of assets to the Adviser or its affiliates, except to the extent that Client has authorized (i) the direct payment of Adviser’s fees as part of its enrollment process.
No Monitoring of Client Accounts/No Tax or Legal filings:
Client understands the Adviser does not have access to or the ability to monitor the performance of Client’s investment or other financial accounts. Adviser recommends the Client review their investment account statements regularly. Adviser will have no responsibility to prepare any filing or reports to any governmental agency, including without limitation, federal and state tax authorities.
Adviser’s Standard of Care and Liability.
Adviser assumes the responsibility under provide advice in accordance with these terms and conditions as a fiduciary, in good faith and in a professional manner. Nothing in these terms and conditions will constitute a waiver or limitation of any rights which Client may have under any federal or state securities law, if applicable. Adviser will not be liable for honest mistakes in judgment or for losses due to such mistakes or for any other loss or damage arising out of or based upon any act or omission by Adviser unless Adviser has violated any applicable law or is adjudged to have been negligent or to have engaged in willful misconduct.
Adviser shall not have any responsibility whatsoever for the management of any Client assets shall not be otherwise liable for any loss to Client resulting from act or omission of any broker-dealer, custodian or other agent or counterparty with respect to the Client’s investment accounts or other assets or for any special, consequential or incidental losses or damages.
Investment Adviser Registration.
Adviser represents to Client that it is registered with the Securities and Exchange Commission as an investment adviser under Advisers Act.
Notices and Other Communications.
All notices and other communications from Adviser contemplated by these Terms and Conditions will be delivered to Client electronically as provided for by paragraph 8 of Northstar’s global Terms of Service (Consent To Electronic Communications And Doing Business Electronically).
Electronic Communications/E-Delivery:
Client hereby consents to electronic delivery communications from the Adviser, including without limitation, the Form ADV Part 2A (and any amendments thereto) (“Account Documentation”) under the terms set form in paragraph 8 of Northstar’s global Terms of Service.
Client may withdraw this consent at any time by providing by notice to Adviser as provided for in Paragraph 8.c. of Northstar’s Terms of Service.
Confidentiality of Account Information.
All information regarding investments of, and investment management with respect to, the Client will be regarded by Adviser as confidential and held in strict confidence, except that the Investment Manager shall have full access information regarding the Sub-Account and to the extent that disclosure of such information is made by Sub-Adviser pursuant to any lawful governmental, regulatory or self-regulatory inquiry or governmental reporting requirement or otherwise required by law. However, Sub-Adviser may disclose the performance and portfolio composition of the Sub-Account on an individual, aggregated or composite basis, provided that such disclosure does not also reveal the identity of Client.
Client Acknowledgements.
Client acknowledges receipt of Part 2A, and Part 3 (Form CRS) of Adviser’s Form ADV, as well as Adviser’s privacy notice. Client acknowledges that it has read carefully Part 2A, and Part 3 (Form CRS) of Adviser’s Form ADV and in particular, Client understands the risks and conflicts associated services provided by the Adviser as set forth in Part 2A, and summarized on Part 3 (Form CRS).
Effective Date; Term of Agreement; Additions and Withdrawals.
Effective Date. This Terms and Conditions will become effective with respect to Client on the date that Client acknowledges that is has received and accepted these Terms and Conditions on Northstar.
Term and Termination. These Term and Conditions will continue in effect with respect to Client by such Client or the Adviser by delivery of written notice to Adviser, or by Adviser by upon delivery of at least 30 days’ notice to Client.
Miscellaneous:
Client’s Authority to Engage Adviser; Power to Execute Agreement. Client represents to Adviser that it has full authority and power to engage Adviser under these Terms and Conditions.
Governing Law. To the extent not inconsistent with applicable federal law, this Agreement will be construed in accordance with and governed by the laws of the State of California, without regard to conflict-of-law rules.
Entire Agreement. This Agreement, including without limitation all exhibits hereto, comprises the entire understanding and agreement between Sub-Adviser and Client and supersedes all previous agreements or arrangements through the date thereof.
Assignment. With respect to any particular Client, these Terms and Conditions shall not be assigned by either party without the prior consent of the other party. Notwithstanding the provisions of paragraph 15 above, these Terms and Condition will automatically terminate upon an assignment (as that term is defined in Sections 202(a)(1) of the Investment Advisers Act of 1940), including a change in control of the Adviser, unless such assignment is consented to by Client.
Amendments. These Terms and Conditions may be amended by the Adviser upon thirty (30) days’ notice to Client. These Terms and Conditions may not be amended by any Client, with respect to that Client or all Clients, without the express written affirmative consent of the Adviser.
Non-Exclusive Management. Unless otherwise required by law, Adviser may render services to others. Client acknowledges that Adviser’s services hereunder are not exclusive and Adviser may render services to other clients. Client acknowledges that Adviser’s other clients may have investment objectives financial goals that are identical to or different from those of Client. Adviser may give advice to other clients which may differ from the advice given to the Client.
Severability. If any provision of these Terms and Conditions is held or made invalid by a decision in a judicial or administrative proceeding, statute, rule or otherwise, the enforceability of the remainder of this Agreement will not be impaired thereby.