The Financial Services Tribunal has reaffirmed that client goodwill, client relationships, and associated client information ordinarily vest in the authorised financial services provider (FSP), not in the individual adviser who services them.
In its decision delivered in January 2026, the Tribunal held that the unauthorised transfer of an employer’s client material to a personal, unauthorised destination was sufficient to undermine the honesty and integrity required by the FAIS Act’s fit and proper framework and justified debarment.
Background and contractual framework
Private Wealth Management (Pty) Ltd appointed Tielman Francois Roos as a financial consultant in February 2020. His employment contract contained detailed provisions regulating client information.
Among other things, the contract provided that:
- all client information “is and remains the property of the employer in perpetuity”;
- the employee may not utilise such information for any purpose other than rendering financial services under the agreement without written consent;
- “Confidential information” includes client lists, client particulars, details of clients’ investments, and related business information; and
- the employee has “no claim of any nature whatsoever” to such confidential information.
These provisions became central when Roos resigned with effect from 31 March 2025.
Transfers of client information
In a notice of intention to debar issued on 20 May 2025, Private Wealth Management alleged that Roos transferred client information onto a personal device on two occasions – shortly before his resignation (12 March 2025) and again thereafter (2 April 2025).
The Tribunal records that it was common cause that, prior to resigning, Roos downloaded a document from the firm’s database onto his work-issued laptop. That document contained the names, residential addresses, telephone numbers, and email addresses of 84 clients.
The decision further records that during the early hours of 2 April 2025 – the day he had been instructed to return his work laptop and after being informed that his system access would be restricted – Roos sent 14 emails from his work email account to his private Gmail address. One email included 29 attachments comprising policy schedules, living annuity income reviews, regulatory disclosures, letters of engagement, portfolio summaries, and tabulated client review schedules.
Private Wealth Management debarred Roos on 3 July 2025 on the basis that his conduct demonstrated dishonesty and a lack of integrity; alternatively, that he had materially failed to comply with the FAIS Act and the General Code of Conduct.
Roos’s submissions: ownership, confidentiality, and prejudice
Roos did not dispute downloading the client list or emailing client documentation to his private account. His case turned on whether he was legally entitled to do so and whether the information qualified as confidential employer property.
Roos contended that the information did not fall within the contractual definition of “confidential information”. In particular, he relied on a clause which, in his interpretation, envisaged that confidential information could arise only where it was independently developed by the FSP without using confidential information provided by him. On that reading, he argued the client information was not exclusively proprietary to the firm.
He further submitted that as part of rendering financial services, he had obtained written permission from clients to obtain and use their personal information. According to him, that consent was personal to him and remained valid until withdrawn by the client, rather than terminating with his employment. On this basis, he maintained that he retained a right to hold and use client information after resignation.
Roos also challenged the debarment process on procedural grounds. He alleged bias, inadequate consideration by the employer’s executive committee and that the process had been approached with a predetermined outcome.
In addition, he asserted the debarment had caused him significant prejudice. According to the Tribunal’s summary of his submissions, he remained unable to transfer his clients to another FSP and was effectively precluded from securing alternative employment in the financial services industry.
He characterised the sanction as commercially motivated and disproportionate, particularly in light of his 40-year unblemished career and absence of prior misconduct.
The employer’s position
Private Wealth Management rejected the contention that the clients or their information belonged to Roos. It relied squarely on the contractual provisions and its obligations to safeguard client data.
The FSP argued that:
- goodwill, client relationships and associated information vested in the firm;
- Roos had no legal entitlement to remove or copy client information for his own purposes;
- transferring the data – particularly after being instructed to return company property and after notice that access would be restricted – breached contractual, policy, and regulatory obligations; and
- the unauthorised transfer exposed confidential client data to an unsecured environment, creating risk for both clients and the firm.
Procedural findings
The Tribunal first addressed the procedural challenge.
It recorded that Roos received written notice of the intention to debar, was provided with the applicable debarment policy, and was afforded an opportunity – including extended time – to make representations. An independent chairperson presided over the inquiry. He was permitted legal representation and offered access to investigation documents.
On the record before it, the Tribunal found that the requirements of section 14(2) and 14(3) of the FAIS Act had been met, and the debarment process was lawful, reasonable, and procedurally fair.
The Adviceworx principle: goodwill and client relationships
On the substantive issue, the Tribunal framed the question as whether the transfer of client information amounted to a misuse of confidential information belonging to the employer.
In answering that question, it placed significant weight on the wording of the employment contract and on established legal principles.
The Tribunal found that the principles articulated in Adviceworx (Pty) Ltd and Another v Roux and Others (2024) had direct application.
In that matter, the Labour Court held that in the financial services industry, advisers often form close personal relationships with clients and may describe them as “my clients”. However, client connections and goodwill form part of the FSP’s incorporeal property. Even where advisers introduced clients or sustained relationships through personal rapport, they did so on behalf of the employer’s business, not for their own account.
The Tribunal said notwithstanding Roos’s submission that the clients were “his”, both the employment contract and the applicable legal principles made it clear that the goodwill, client relationships, and associated client information vested in Private Wealth Management.
Confidentiality, misuse and integrity
The Tribunal also referred to its previous decision in NP Malahlela v Nedbank Limited, where it held that intentionally transferring confidential client information to a personal email account in breach of contract and policy raises concerns about honesty and integrity – even if the information is not further disseminated.
It held that Roos rendered financial services to clients in his capacity as Private Wealth Management’s employee and for its benefit, not in his personal capacity. Accordingly, the Tribunal agreed that the transfer of client information to Roos’s personal devices – whether before or after his resignation – constituted a misuse of the information belonging to Private Wealth Management and undermined the trust and integrity required of a financial services representative.
The Tribunal also found that Roos’s conduct undermined the confidence that an FSP and the public were entitled to place in a representative and justified the conclusion that Roos no longer met the fit and proper requirements.
It concluded that Private Wealth Management’s decision to debar Roos was appropriate and dismissed the reconsideration application.
Implications for adviser mobility and contracting
For advisers who join a firm with an existing client base – or who bring clients into a merged or consolidated structure – the decision underscores the importance of contractual clarity at the outset. If the adviser wants to ring-fence certain clients, so he or she can continue to service them upon termination, that arrangement needs to be expressly provided for in an agreement. It is also important that the clients are clearly identified and documented. Absent such clarity, the default position – as reaffirmed by the Tribunal – is that client goodwill and information vest in the FSP.
