Terms and Conditions

1.1 Definitions

In these Terms, unless the context otherwise requires:

1.2 Interpretation

In these Terms:

1. headings are for convenience only and do not affect interpretation;
2. the singular includes the plural and vice versa;
3. a reference to a party includes its successors and permitted assigns;
4. a reference to any legislation includes any consolidation, amendment, re-enactment, or replacement of it, and includes all subordinate legislation, rules, and instruments made under it;
5. a reference to "including" or "includes" means including or includes without limitation;
6. a reference to writing includes email;
7. a reference to dollars or $ is a reference to Australian dollars; and
8. if a word or phrase is given a defined meaning, any other grammatical form of that word or phrase has a corresponding meaning.

2.1 Binding Agreement

By creating a Subscriber Account, paying the Fees, or otherwise accessing or using the Service, you represent and warrant that you have the legal authority to enter into this agreement on behalf of the User, that you have read, understood, and accept these Terms and the Privacy Policy, and that the User will be bound by these Terms and the Privacy Policy.

2.2 Critical User Acknowledgements

BY ACCEPTING THESE TERMS, YOU EXPRESSLY ACKNOWLEDGE AND AGREE TO EACH OF THE FOLLOWING:

1. The Service is a software tool only. It is designed to assist you in managing certain administrative and procedural aspects of your AML/CTF compliance workflows. It is not, and does not purport to be, a complete compliance solution, a compliance consultancy, or a substitute for professional advice.
2. You are (or will become) a Reporting Entity with independent statutory obligations under the AML/CTF Act. Those obligations rest solely and entirely with you. AML Assured does not assume, undertake, or fulfil any of your obligations under the AML/CTF Act, including your obligations to enrol with AUSTRAC, develop and maintain an AML/CTF program, conduct customer due diligence, assess and manage ML/TF risks, lodge suspicious matter reports, train staff, or maintain records.
3. The Service does not constitute, and must not be represented as constituting, the whole of your AML/CTF program. You must not represent to AUSTRAC, any regulatory body, any client, or any third party that the Service constitutes or replaces your AML/CTF program.
4. All outputs generated by the Service (including risk assessments, risk scores, alerts, reports, templates, and compliance checklists) are indicative and assistive only. They require your independent review, professional judgment, and verification before being acted upon or relied upon. AML Assured accepts no responsibility for any decision you make based on, or any action you take or fail to take in reliance on, any output of the Service.
5. You are solely responsible for the accuracy, completeness, and currency of all data you and your Authorised Users input into the Service. The quality and reliability of the Service's outputs depends directly and entirely on the quality and completeness of your inputs. Inaccurate, incomplete, or outdated inputs will produce unreliable outputs.
6. You will obtain independent legal, compliance, and financial advice tailored to your specific circumstances and will not rely on the Service or any Content as a substitute for such advice.
7. You will not use the Service selectively, intermittently, or partially and then seek to hold AML Assured responsible for any compliance deficiency arising from your selective, incomplete, or inconsistent use of the Service.
8. Regulatory requirements change over time. While AML Assured endeavours to update Content to reflect current regulatory guidance, we do not warrant that Content will be updated immediately following any regulatory change. You are independently responsible for monitoring changes to the AML/CTF Act, AML/CTF Rules, and AUSTRAC guidance that affect your obligations.

These acknowledgements form an essential and material part of this agreement. They are not mere formalities. They reflect the fundamental basis on which AML Assured provides the Service and on which the Fees are calculated.

3.1 Software Tool Only

The Service is a software tool designed to assist Australian Reporting Entities in managing and documenting certain aspects of their AML/CTF compliance workflows. The Tool provides features such as workflow automation, document collection, risk assessment templates, record-keeping functionality, and role-based training modules. The Service is a tool that assists your compliance processes. It does not replace them.

3.2 No Legal, Compliance, or Financial Advice

AML Assured is a technology provider. We are not a law firm, compliance consultancy, financial adviser, accounting firm, or AUSTRAC-registered consultant. We do not hold an Australian Financial Services Licence. We do not provide legal advice, compliance advice, financial advice, or accounting advice of any kind. Any Content, templates, training materials, risk indicators, or guidance provided within the Service is for general informational and educational purposes only and does not constitute professional advice. This information may not be accurate, complete, or current at all times, and you must not rely on it as such.

3.3 RegTech Provider, Not a Reporting Entity

AML Assured is a regulatory technology (RegTech) provider. We are not a Reporting Entity as defined under the AML/CTF Act. We do not enrol with AUSTRAC on your behalf, lodge reports with AUSTRAC on your behalf, conduct customer due diligence on your behalf, prepare risk assessments on your behalf, or undertake any reporting, due diligence, training, or risk assessment obligations on your behalf. Our role is strictly limited to providing the Tool as a software service.

3.4 User is Solely Responsible for Compliance

You, as the Reporting Entity, are solely and entirely responsible for understanding and complying with all of your obligations under the AML/CTF Act, the Privacy Act, and any other applicable Commonwealth, State, or Territory laws and regulations. AML Assured provides no assurance, guarantee, or warranty that your use of the Service will result in compliance with any legal or regulatory obligation. All decisions regarding your AML/CTF program, risk assessments, customer due diligence, suspicious matter reporting, record-keeping, staff training, independent evaluations, and regulatory engagement are your sole responsibility and require your independent professional judgment.

3.5 Training Content

Any training modules, courses, or educational materials provided through the Service are for general awareness and informational purposes only. Completion of any training module does not certify, accredit, or formally qualify you or your Authorised Users for any purpose under any law or professional standard. You remain solely responsible for ensuring that your staff, contractors, and agents are appropriately trained and competent in accordance with your obligations under the AML/CTF Act and any applicable State or Territory real estate licensing legislation.

3.6 Third-Party Services

The Service may integrate with or rely upon Third-Party Services (such as identity verification providers, document verification services, or sanctions screening databases). AML Assured does not control, and is not responsible for, the accuracy, availability, reliability, or performance of any Third-Party Service. Your use of any Third-Party Service is subject to the terms and conditions of the relevant third-party provider. AML Assured will not be liable for any Loss arising from the failure, inaccuracy, unavailability, or discontinuation of any Third-Party Service, except to the extent that such Loss is directly caused by AML Assured's negligent selection of, or failure to reasonably manage its relationship with, a Third-Party Service provider.

3.7 No Fiduciary, Agency, or Other Relationship

Nothing in these Terms creates a fiduciary, agency, partnership, joint venture, employment, or trust relationship between AML Assured and the User. AML Assured does not owe you any fiduciary duty, duty of care, or other obligation beyond its express obligations under these Terms. You must not represent to any person that any such relationship exists.

4.1 Subscription

The Service is provided on a recurring subscription basis. The duration of your initial Subscription Term will be as specified at the time of purchase.

4.2 Automatic Renewal

Your Subscription will automatically renew for successive periods of the same duration as your initial Subscription Term, unless: (a) you provide written notice of non-renewal to us at least 30 days before the end of the then-current Subscription Term; (b) we provide written notice of non-renewal to you at least 30 days before the end of the then-current Subscription Term; or (c) these Terms are terminated in accordance with clause 14. Subscription renewals and associated billing are processed automatically through our third-party payment processor. You acknowledge that renewal notifications and payment receipts will be issued by our payment processor in accordance with its standard processes.

4.3 Payment of Fees

You agree to pay the Fees for your selected Subscription plan. All Fees are due in advance. You authorise us to charge your nominated payment method for all applicable Fees on the due date.

4.4 Fee Changes

1. We will not increase Fees during your current Subscription Term.
2. We may increase the Fees for any renewal Subscription Term by providing you with at least 60 days' written notice before the start of the relevant renewal term.
3. If you do not agree to a Fee increase, you may terminate your Subscription by providing written notice to us before the renewal date. You will not be charged the increased Fees and will continue to have access to the Service at the existing Fee rate until the end of your then-current Subscription Term.
4. Annual Fee increases will not exceed the greater of 10% or the percentage increase in the Consumer Price Index (All Groups, Melbourne) published by the Australian Bureau of Statistics for the most recent four-quarter period, unless we provide you with a detailed written explanation of the reasons for any increase exceeding this amount, in which case you may exercise your termination right under clause 4.4(c).

4.5 Taxes

Unless otherwise stated, all Fees are exclusive of GST. If GST is payable on a supply made under or in connection with these Terms, the party making the supply may recover from the other party an additional amount equal to the GST payable on that supply, provided that a valid tax invoice is issued.

4.6 Suspension for Non-Payment

If any Fees remain unpaid for more than 14 days after the due date, we may, after providing you with 7 Business Days' written notice, suspend your access to the Service until such amounts are paid in full. During any period of suspension for non-payment: (a) we will continue to securely store your User Data; and (b) you remain responsible for all obligations under the AML/CTF Act, including record-keeping, regardless of any Service suspension.

4.7 Verification Fees

1. The Service includes a client-pay identity verification feature that enables your clients, customers, or other third parties (each a Verification Subject) to complete their KYC identity verification through a secure payment gateway integrated into the Service. The current Verification Fee is $35.00 (plus GST) per verification (the Verification Fee). The Verification Fee is payable by the Verification Subject directly to AML Assured at the time the verification is initiated.
2. The Verification Fee is separate from, and additional to, the Subscription Fees payable by you under clause 4.3. The Verification Fee is not a fee payable by you. AML Assured collects the Verification Fee directly from the Verification Subject as consideration for facilitating the identity verification process through the Service.
3. You acknowledge and agree that: (i) the Verification Fee may be varied by AML Assured from time to time upon 30 days' written notice to you; (ii) AML Assured is not liable for any failure, delay, or error in the payment processing of Verification Fees by third-party payment providers; (iii) Verification Fees are non-refundable once the verification process has been initiated, except where the verification could not be completed due to a fault in the Service (in which case the Verification Subject may request a refund from AML Assured); and (iv) you must not charge, impose, or collect any additional fee from the Verification Subject in connection with the identity verification process facilitated through the Service without AML Assured's prior written consent.
4. You are responsible for informing the Verification Subject, prior to the commencement of the verification process, that: (i) a Verification Fee of $35.00 (plus GST) will be payable by the Verification Subject; (ii) the payment will be processed by AML Assured or its nominated payment processor; (iii) the Verification Subject's Personal Information will be collected and processed in accordance with AML Assured's Privacy Policy (available at https://www.amlassured.com/privacy-policy) and the Australian Privacy Principles; and (iv) the identity verification is being conducted to assist you in meeting your obligations under the AML/CTF Act.
5. AML Assured will collect, use, and store the Verification Subject's Personal Information (including identity documents and payment details) in accordance with its Privacy Policy and the Australian Privacy Principles. You acknowledge that you are responsible for obtaining any necessary consents from the Verification Subject for the collection and processing of their Personal Information through the Service, in accordance with your obligations under the Privacy Act and the AML/CTF Act.
6. For the avoidance of doubt, the identity verification facilitated through the client-pay verification feature is subject to the same disclaimers and limitations set out in clauses 3.6 (Third-Party Services), 11.2 (Disclaimer of Compliance Warranties), 11.3 (No Liability for Compliance Outcomes), and 12 (Limitation of Liability). AML Assured does not warrant that any identity verification will be accurate, complete, or sufficient to satisfy your obligations under the AML/CTF Act.

5.1 Account Creation

To use the Service, you must create a Subscriber Account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

5.2 Account Security

You are responsible for safeguarding your password and for all activities that occur under your Subscriber Account. You must notify us immediately at support@amlassured.com.au of any unauthorised use of your account or any other breach of security. AML Assured will not be liable for any Loss arising from unauthorised access to your Subscriber Account where such access results from your failure to maintain the security of your account credentials.

5.3 Authorised Users

1. You may permit Authorised Users to access and use the Service through your Subscriber Account, up to the maximum number permitted under your Subscription plan.
2. You are responsible for ensuring that all Authorised Users comply with these Terms, and you are liable for any breach of these Terms by your Authorised Users as if such breach were your own.
3. You must promptly remove the access of any Authorised User who is no longer authorised (for example, upon termination of their employment or engagement with you).

5.4 Multi-Branch Operations

If you operate from multiple office locations or branches, your Subscription covers only the locations and number of Authorised Users specified in your Subscription plan. Additional locations or Authorised Users may require an upgrade to your Subscription plan or an additional Subscription.

6.1 Lawful Use

You must use the Service in compliance with all applicable Commonwealth, State, and Territory laws and regulations, including the AML/CTF Act, the Privacy Act, and any applicable State or Territory real estate licensing legislation.

6.2 Positive Obligations

You agree to: (a) maintain current and accurate information in the Service at all times; (b) ensure that all User Data entered into the Service is true, accurate, and complete to the best of your knowledge; (c) conduct all KYC, CDD, and risk assessment processes in a timely manner in accordance with your obligations under the AML/CTF Act; (d) review all outputs, reports, risk scores, and alerts generated by the Service before acting or relying on them; (e) independently verify the accuracy and appropriateness of any output generated by the Service using your own professional judgment; (f) promptly notify us of any errors, defects, or inaccuracies in the Service that come to your attention; and (g) cooperate with AML Assured in relation to any security incident, Data Breach investigation, or regulatory inquiry in accordance with clauses 9 and 10.

6.3 Prohibited Conduct

You agree not to, and not to permit your Authorised Users to:

1. use the Service for any illegal or fraudulent purpose, including to facilitate money laundering or terrorism financing;
2. reverse-engineer, decompile, disassemble, or otherwise attempt to discover the source code, underlying ideas, or algorithms of the Tool, except to the extent expressly permitted by applicable law;
3. share login credentials with any person who is not an Authorised User;
4. upload or transmit any data that is unlawful, harmful, defamatory, or infringes on the rights of any third party;
5. misrepresent any output, report, or information generated by the Tool as constituting formal legal, compliance, or financial advice to any third party;
6. represent to AUSTRAC, any regulatory body, any client, or any third party that the Service constitutes the whole of your AML/CTF program;
7. use the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party's use of the Service;
8. attempt to gain unauthorised access to any part of the Service, or to any systems, networks, or data connected to the Service;
9. use any automated means (including bots, scrapers, or crawlers) to access or use the Service without our prior written consent; or
10. sublicense, resell, rent, lease, or make the Service available to any third party except as expressly permitted under these Terms.

7.1 Our Intellectual Property

All Intellectual Property Rights in and to the Service, including the Tool, the Content, the Service Documentation, our branding, trade marks, and all related materials, are and will remain the exclusive property of AML Assured and its licensors. These Terms do not grant you any rights to our Intellectual Property Rights except for the limited licence granted in clause 7.3. All rights not expressly granted are reserved.

7.2 User Data

You retain all Intellectual Property Rights in your User Data. You grant us a worldwide, non-exclusive, royalty-free licence to use, reproduce, store, modify, and display your User Data solely to the extent necessary to provide, maintain, support, and improve the Service for you during the Subscription Term. This licence terminates upon deletion of the relevant User Data in accordance with these Terms.

7.3 Licence to Use the Service

Subject to your compliance with these Terms and payment of the Fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable licence to access and use the Service for your internal business purposes during the Subscription Term.

7.4 Feedback

If you provide us with any suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Service (Feedback), you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use, modify, and incorporate such Feedback into the Service without restriction or obligation to you.

7.5 Aggregated and De-Identified Data

We may collect and use aggregated and de-identified data derived from your use of the Service (which does not identify you, your clients, or any individual) for the purposes of improving the Service, developing new features, conducting research, and producing industry benchmarks.

8.1 Privacy

We will collect, use, store, and disclose Personal Information in accordance with our Privacy Policy and the Australian Privacy Principles. By using the Service, you agree to the terms of our Privacy Policy.

8.2 Your Responsibilities for User Data

You are solely responsible for: (a) the accuracy, quality, integrity, legality, and appropriateness of your User Data; (b) obtaining all necessary rights, consents, and permissions to collect, share, store, and process your User Data (including any Personal Information and Sensitive Information of your clients) as contemplated by these Terms, in accordance with the Privacy Act and the AML/CTF Act; and (c) ensuring that your collection, use, and disclosure of Personal Information through the Service complies with the Australian Privacy Principles and any applicable State or Territory privacy legislation.

8.3 Data Residency

User Data is stored on servers located in Australia, unless otherwise disclosed in our Privacy Policy or Service Documentation. If we engage sub-processors that store or process User Data outside Australia, we will ensure that appropriate safeguards are in place in accordance with the Australian Privacy Principles (in particular, APP 8 regarding cross-border disclosure of Personal Information).

8.4 Data Security

We will implement and maintain reasonable administrative, physical, and technical safeguards designed to protect the security and confidentiality of your User Data, consistent with industry standards for SaaS platforms of a similar nature. However, you acknowledge that no method of transmission over the internet or method of electronic storage is completely secure. We do not guarantee that your User Data will be immune from all unauthorised access, use, or disclosure. Our security obligations under this clause 8.4 are obligations to take reasonable steps, not guarantees of outcome.

8.5 Sub-Processors

You acknowledge and agree that we may engage third-party sub-processors to assist in the provision of the Service (including cloud hosting providers and Third-Party Services). We will maintain a list of material sub-processors, which will be available on request. We will ensure that each sub-processor is bound by obligations that are materially no less protective of User Data than our obligations under these Terms.

9.1 Our Notification Obligations

If we become aware of a Data Breach (or suspected Data Breach) that involves or may involve User Data, we will: (a) notify you as soon as reasonably practicable (and in any event within 72 hours of becoming aware) of the Data Breach or suspected Data Breach; (b) provide you with reasonable details of the nature and scope of the Data Breach, the types of User Data affected, and the steps we are taking to contain and remediate the breach; and (c) cooperate with you in conducting an assessment of the Data Breach and in meeting any notification obligations under the NDB Scheme, the Privacy Act, or any other applicable law.

9.2 Your Notification Obligations

If you become aware of any actual or suspected Data Breach involving User Data that may have originated from your systems, your Authorised Users' conduct, or any unauthorised access to your Subscriber Account, you must notify us as soon as reasonably practicable at privacy@amlassured.com.au. You must cooperate with us in investigating and remediating any such Data Breach.

9.3 Responsibility for NDB Notifications

Where User Data is jointly held by you and AML Assured for the purposes of the NDB Scheme, the parties will cooperate in good faith to determine which party is best placed to carry out the notification and assessment obligations under Part IIIC of the Privacy Act. Where a Data Breach arises from your systems or conduct (or the systems or conduct of your Authorised Users), you are responsible for notification. Where a Data Breach arises from AML Assured's systems or conduct, AML Assured will carry out the notification obligations. Each party will bear its own costs in connection with Data Breach assessment and notification, except where the Data Breach was caused by the other party's negligence or breach of these Terms.

9.4 Limitations

Nothing in this clause 9 imposes on AML Assured an obligation to indemnify you for any regulatory penalty, fine, or enforcement action arising from a Data Breach, except to the extent that the Data Breach was directly caused by AML Assured's negligent breach of its obligations under clause 8.4, in which case AML Assured's liability is subject to the caps and exclusions set out in clauses 11 and 12.

9.5 Regulatory Penalties Imposed Directly on AML Assured

You acknowledge that AML Assured, as an APP entity under the Privacy Act, may be subject to regulatory penalties, enforcement actions, or orders imposed directly on AML Assured by the Office of the Australian Information Commissioner (OAIC) or another regulatory body in connection with a Data Breach or privacy contravention. Nothing in these Terms purports to limit, exclude, or cap any such regulatory penalty, enforcement action, or order imposed directly on AML Assured by a regulatory body. The liability caps in clauses 12.2 and 12.4 apply only to claims between the parties under these Terms, and do not limit AML Assured's obligations to any regulatory body. For the avoidance of doubt, AML Assured's liability to you under these Terms is not increased by reason of any regulatory penalty imposed directly on AML Assured by a regulatory body.

10.1 AUSTRAC and Regulatory Requests

You acknowledge that AUSTRAC and other regulatory bodies may, in the exercise of their powers under the AML/CTF Act (including under section 172A) or other applicable laws, request access to records, data, or information held by or through the Service. You agree to: (a) inform us promptly of any regulatory request, audit, investigation, or examination that involves or may involve data held on the platform; (b) cooperate with us in responding to any such regulatory request; and (c) bear your own costs in connection with any regulatory request, audit, investigation, or examination relating to your compliance obligations.

10.2 Our Cooperation

AML Assured will use reasonable efforts to cooperate with you and with AUSTRAC or any other regulatory body in relation to any lawful regulatory request, audit, or examination. We will use reasonable efforts to notify you before disclosing any User Data to a regulatory body, unless we are prohibited from doing so by law or by the terms of the regulatory request.

10.3 Compulsory Disclosure

Notwithstanding any other provision of these Terms (including clause 13), AML Assured may disclose User Data and Confidential Information if required to do so by law, regulation, court order, subpoena, or lawful request from AUSTRAC or any other regulatory or law enforcement body.

11.1 Service Standard

AML Assured warrants that, during the Subscription Term, the Service will perform substantially in accordance with the Service Documentation. This warranty does not apply to the extent that any non-conformance is caused by: (a) your use of the Service in a manner not contemplated by the Service Documentation; (b) modifications to the Service made by you or at your direction (other than by AML Assured); (c) your User Data or inputs; or (d) Third-Party Services or factors outside AML Assured's reasonable control. Your sole and exclusive remedy for breach of this warranty is as set out in clause 11.8.

11.2 Disclaimer of Compliance Warranties

To the maximum extent permitted by law, AML Assured expressly disclaims all warranties, representations, and guarantees regarding compliance outcomes. Without limiting the generality of the foregoing, AML Assured does not warrant or represent that:

1. your use of the Service will result in compliance with the AML/CTF Act, the Privacy Act, or any other law;
2. the Content, templates, risk indicators, training materials, or guidance within the Service are accurate, complete, current, or appropriate for your specific circumstances;
3. the risk assessments, risk scores, alerts, or reports generated by the Service are accurate, reliable, or sufficient for your regulatory obligations;
4. the Service will detect all instances of money laundering, terrorism financing, or suspicious activity;
5. your AML/CTF program (whether or not developed with the assistance of the Service) will satisfy AUSTRAC or withstand regulatory scrutiny; or
6. the Service is free from errors, defects, viruses, or interruptions.

11.3 No Liability for Compliance Outcomes

To the maximum extent permitted by law, AML Assured, its directors, officers, employees, agents, and contractors expressly disclaim all liability for:

1. your compliance or non-compliance with the AML/CTF Act or any other law;
2. any regulatory penalties, fines, infringement notices, enforceable undertakings, enforcement actions, investigations, civil penalty proceedings, or other sanctions imposed on you by AUSTRAC or any other regulatory body;
3. any business decisions, actions, or omissions made by you in reliance on the Service, its outputs, or its Content;
4. the accuracy, completeness, reliability, or performance of any Third-Party Service integrated into or used by the Service;
5. any failure of your AML/CTF program (whether or not developed with the assistance of the Service) to satisfy AUSTRAC or withstand regulatory scrutiny; and
6. any loss, damage, or harm suffered by your clients, customers, or any third party as a result of your use of, or reliance on, the Service.

11.4 No Reliance

You acknowledge and agree that AML Assured is not a compliance adviser, legal adviser, financial adviser, or AUSTRAC-registered consultant. You must not place any reliance on the Tool, the Content, or any output of the Service as a substitute for obtaining independent and tailored professional advice regarding your specific compliance obligations. Any such reliance is at your own risk.

You further acknowledge that any marketing materials, website content, promotional statements, case studies, social media posts, or sales representations made by or on behalf of AML Assured (whether before or after the Commencement Date) are general in nature and do not form part of these Terms, do not constitute a warranty or representation, and do not override or modify the disclaimers, exclusions, and limitations set out in these Terms. To the extent of any inconsistency between any marketing material and these Terms, these Terms prevail. You must not rely on any marketing material as a representation that the Service will achieve any particular compliance outcome for your business.

11.5 Proportionate Liability

To the maximum extent permitted by law, AML Assured's liability for any Loss arising from or in connection with the Service will be reduced proportionately to the extent that the Loss was caused or contributed to by: (a) your acts, omissions, or negligence (or the acts, omissions, or negligence of your Authorised Users); (b) inaccurate, incomplete, or untimely User Data; (c) your failure to follow the Service Documentation or reasonable instructions provided by AML Assured; (d) your failure to review, verify, or exercise professional judgment in relation to any output of the Service; or (e) any other factor within your control or responsibility.

11.6 Implied Terms

To the maximum extent permitted by law, all conditions, warranties, guarantees, rights, and remedies implied by legislation, common law, equity, trade, custom, or usage are excluded from these Terms. Where any implied condition, warranty, or guarantee cannot be excluded by law (including under the ACL), AML Assured's liability for breach of that condition, warranty, or guarantee is limited in accordance with clause 11.8.

11.7 Australian Consumer Law

Nothing in these Terms is intended to exclude, restrict, or modify any rights or remedies you may have under the ACL that cannot be lawfully excluded, restricted, or modified. To the extent that the ACL applies to these Terms and permits AML Assured to limit its liability for a failure to comply with a consumer guarantee, AML Assured's liability is limited (at AML Assured's option) to: (a) the resupply of the Service; or (b) the payment of the cost of having the Service supplied again.

11.8 Sole Remedy for Service Non-Conformance

If the Service fails to perform substantially in accordance with the Service Documentation in breach of the warranty in clause 11.1, your sole and exclusive remedy (subject to the ACL) is for AML Assured to use commercially reasonable efforts to correct the non-conformance within a reasonable time. If AML Assured is unable to correct the non-conformance within 30 days of receiving written notice from you, you may terminate your Subscription in accordance with clause 14.2, and AML Assured will refund the pro-rata unused portion of the Fees for the then-current Subscription Term.

12.1 Exclusion of Indirect and Consequential Loss

To the maximum extent permitted by law, neither party will be liable to the other party for any:

1. indirect, consequential, special, incidental, or exemplary loss or damage;
2. loss of profits, revenue, business, anticipated savings, or goodwill;
3. loss of data (except for AML Assured's obligations under clauses 8 and 9);
4. loss of opportunity or loss of expected regulatory outcomes;
5. regulatory penalties, fines, or enforcement costs imposed on the User by any regulatory body; or
6. punitive or aggravated damages,

arising out of or in connection with these Terms, the Service, or the User's use of the Service, regardless of the theory of liability (whether in contract, tort (including negligence), statute, or otherwise), and even if the relevant party has been advised of the possibility of such loss or damage. This clause 12.1 applies mutually to both parties.

12.2 Aggregate Liability Cap

Subject to clauses 12.3 and 12.4, the total aggregate liability of each party arising out of or in connection with these Terms, the Service, or the subject matter of these Terms (whether in contract, tort (including negligence), statute, or otherwise) will not exceed the total Fees actually paid by the User to AML Assured in the 12-month period immediately preceding the first event giving rise to the relevant claim.

12.3 Carve-Outs from Liability Cap

The limitation in clause 12.2 does not apply to: (a) either party's liability for fraud, wilful misconduct, or wilful default; (b) either party's liability for personal injury or death caused by its negligence; (c) the User's obligation to pay the Fees; (d) the User's indemnification obligations under clause 12.6; or (e) either party's liability to the extent that it cannot be limited by law (including under the ACL).

12.4 Separate Cap for Data Breach

AML Assured's total aggregate liability arising from a Data Breach that is directly caused by AML Assured's negligent breach of its obligations under clause 8.4 will not exceed the greater of: (a) the total Fees actually paid by the User to AML Assured in the 12-month period immediately preceding the Data Breach; or (b) $250,000. This is a separate cap from (and additional to) the general liability cap in clause 12.2. This clause does not apply to, and AML Assured has no liability for, Data Breaches caused by your acts, omissions, or negligence, or the acts, omissions, or negligence of your Authorised Users.

12.5 Time Limitation on Claims

To the maximum extent permitted by law, any claim by either party arising out of or in connection with these Terms must be commenced within 12 months of the date on which the party first became aware (or ought reasonably to have become aware) of the facts giving rise to the claim, failing which the claim is barred.

12.6 Indemnification by User

You agree to indemnify, defend, and hold harmless AML Assured, its affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, Losses, and expenses (including reasonable legal fees) arising out of or in connection with:

1. your use of the Service (including any use by your Authorised Users);
2. your breach of these Terms or the Privacy Policy;
3. your failure to comply with your obligations under the AML/CTF Act, the Privacy Act, or any other applicable law;
4. any claim by a third party (including your clients or AUSTRAC) arising from your use of, or reliance on, the Service or its outputs;
5. any claim that your User Data infringes the Intellectual Property Rights, privacy rights, or other rights of a third party;
6. any Data Breach caused by your acts, omissions, or negligence (or the acts, omissions, or negligence of your Authorised Users); or
7. any regulatory investigation, examination, audit, or enforcement action by AUSTRAC or any other regulatory body relating to your compliance obligations.

12.7 Indemnification by AML Assured

AML Assured will indemnify, defend, and hold harmless the User from and against any third-party claims, Losses, and expenses (including reasonable legal fees) arising from: (a) AML Assured's infringement of a third party's Intellectual Property Rights through the provision of the Service (excluding any infringement arising from User Data or the User's combination of the Service with non-AML Assured products); or (b) AML Assured's negligent breach of its data security obligations under clause 8.4 that directly causes a Data Breach of User Data. AML Assured's liability under this clause 12.7 is subject to the caps in clauses 12.2 and 12.4 (as applicable).

12.8 Basis of Bargain

The disclaimers, exclusions, and limitations of liability set out in clauses 11 and 12 reflect a fair and reasonable allocation of risk between the parties. The Fees payable by the User reflect this allocation of risk. Each provision of clauses 11 and 12 is to be construed separately and independently. If any limitation or exclusion is held to be invalid or unenforceable, the remaining limitations and exclusions will continue to apply to the maximum extent permitted by law.

13.1 Obligations

Each party agrees to: (a) keep the other party's Confidential Information strictly confidential; (b) not disclose the other party's Confidential Information to any third party without the prior written consent of the disclosing party, except as permitted under clause 13.2; and (c) use the other party's Confidential Information solely for the purposes contemplated by these Terms.

13.2 Permitted Disclosures

A party may disclose the other party's Confidential Information: (a) to its officers, employees, contractors, and professional advisers who have a need to know and who are bound by obligations of confidentiality no less onerous than those in this clause; (b) as required by law, regulation, court order, subpoena, or lawful request from a regulatory or law enforcement body (including AUSTRAC); or (c) with the prior written consent of the disclosing party.

13.3 AML/CTF Confidentiality and Tipping-Off

1. You acknowledge that certain information processed through the Service (including suspicious matter reports, tipping-off concerns, and internal AML/CTF assessments) may be subject to confidentiality obligations under the AML/CTF Act, including the tipping-off offence provisions. AML Assured will handle such information in accordance with the confidentiality requirements of the AML/CTF Act to the extent that we are aware of its nature.
2. Where AML Assured becomes aware (whether through the nature of the data, a notification from you, or otherwise) that User Data relates to a suspicious matter report or a matter subject to the tipping-off prohibitions under the AML/CTF Act, AML Assured will: (i) not disclose the existence or content of such information to any person except as required by law or as directed by AUSTRAC; (ii) restrict internal access to such information to personnel with a need to know for the purposes of providing the Service or complying with a lawful regulatory request; and (iii) comply with any reasonable written instructions you provide regarding the handling of such information, provided that such instructions do not conflict with applicable law.
3. Notwithstanding any other provision of these Terms, neither party will be required to take any action, or refrain from taking any action, that would cause it to breach the tipping-off offence provisions under the AML/CTF Act.

14.1 Termination by You

You may terminate your Subscription at any time by contacting us directly at support@amlassured.com.au or by any other method we make available through the Service. Upon receiving your cancellation request, we will acknowledge receipt and action the cancellation. Termination will be effective 30 days from the date we receive your cancellation request, or at the end of your current Subscription Term, whichever is later. No refunds will be provided for any unused portion of your Subscription Term except as set out in clause 11.8.

14.2 Termination by You for Cause

You may terminate your Subscription immediately by written notice if: (a) AML Assured materially breaches any provision of these Terms and fails to remedy the breach within 30 days of receiving written notice specifying the breach; or (b) AML Assured is unable to remedy the non-conformance under clause 11.8 within 30 days.

14.3 Termination or Suspension by Us

We may suspend your access to the Service or terminate your Subscription and these Terms: (a) immediately, by written notice, if you: (i) use the Service for any unlawful or fraudulent purpose, including to facilitate money laundering or terrorism financing; or (ii) commit a material breach of these Terms that is incapable of remedy; or (b) by providing 30 days' written notice, if you: (i) fail to pay any Fees by the due date and fail to remedy such non-payment within 14 days of receiving written notice; or (ii) commit a material breach of any provision of these Terms and fail to remedy the breach within 30 days of receiving written notice specifying the breach.

14.4 Effect of Termination

Upon termination of your Subscription: (a) your right to access and use the Service will cease at the end of the applicable notice period (or immediately in the case of termination under clause 14.3(a)); (b) any amounts owed by you to AML Assured will become immediately due and payable; and (c) the provisions of these Terms that by their nature should survive termination will survive, including clauses 2.2, 7, 8, 9, 10, 11, 12, 13, 15, 16, 17, and 19.

14.5 Data Export and Retention on Termination

1. Upon termination or expiry of your Subscription, we will provide you with a period of not less than 90 days from the effective date of termination or expiry (the Data Export Period) during which you may export your User Data from the Service in a standard, machine-readable format. We will provide reasonable assistance to facilitate your data export during this period.
2. During the Data Export Period, you will have read-only access to the Service solely for the purpose of viewing and exporting your User Data, regardless of whether your Subscription was terminated for non-payment or any other reason. This read-only access does not constitute a continuation of your Subscription and does not entitle you to use the Service for any purpose other than data export.
3. For the avoidance of doubt, where your access to the Service has been suspended for non-payment under clause 4.6, the Data Export Period does not commence until termination is effective. During any suspension period prior to termination, your User Data will continue to be securely stored but you will not have access to export it until either: (i) the outstanding Fees are paid in full and your access is reinstated; or (ii) the Subscription is terminated, at which point the 90-day Data Export Period commences.
4. Following the expiry of the Data Export Period, we may permanently delete your User Data from our active systems, subject to any legal obligation we may have to retain certain data.
5. YOU ACKNOWLEDGE THAT REPORTING ENTITIES HAVE A STATUTORY OBLIGATION UNDER THE AML/CTF ACT TO RETAIN CERTAIN RECORDS FOR A PERIOD OF SEVEN (7) YEARS. THIS OBLIGATION RESTS SOLELY WITH YOU. AML ASSURED IS NOT RESPONSIBLE FOR RETAINING YOUR USER DATA TO MEET YOUR RECORD-KEEPING OBLIGATIONS AFTER EXPIRY OF THE DATA EXPORT PERIOD. IT IS YOUR RESPONSIBILITY TO EXPORT AND SECURELY STORE ALL RECORDS REQUIRED FOR YOUR STATUTORY RETENTION OBLIGATIONS BEFORE THE EXPIRY OF THE DATA EXPORT PERIOD.
6. If you require extended data retention beyond the Data Export Period, we may (at our sole discretion) offer an extended data storage arrangement at an additional fee, to be agreed in writing.

20.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Victoria, Australia.

20.2 Jurisdiction

Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Victoria, Australia, and the courts of appeal from them.

20.3 Dispute Resolution

1. A party must not commence court proceedings relating to any dispute arising from these Terms (except where a party seeks urgent interlocutory relief) without first complying with this clause.
2. A party claiming that a dispute has arisen must give written notice to the other party specifying the nature of the dispute.
3. On receipt of that notice, the parties must endeavour in good faith to resolve the dispute expeditiously using informal dispute resolution techniques such as negotiation.
4. If the parties do not resolve the dispute within 21 days of receipt of the notice, either party may refer the dispute to mediation administered by the Australian Disputes Centre (ADC), with such mediation to be conducted in Melbourne, Victoria, in accordance with the ADC Guidelines for Commercial Mediation.
5. The costs of the mediator will be shared equally between the parties. Each party will bear its own costs of participating in the mediation.
6. If the dispute is not resolved within 30 days of referral to mediation (or such longer period as the parties agree), either party may commence court proceedings.

21.1 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable (including under the unfair contract terms provisions of the ACL), that provision will be read down to the extent necessary to ensure validity, or if it cannot be read down, will be severed, and the remainder of the Terms will continue in full force and effect.

21.2 Entire Agreement

These Terms, together with our Privacy Policy and any order form or statement of work executed by the parties, constitute the entire agreement between you and AML Assured regarding the Service and supersede all prior agreements, representations, and understandings, whether written or oral.

21.3 Waiver

A failure or delay by a party to exercise any right or remedy under these Terms will not operate as a waiver of that right or remedy, nor will any single or partial exercise of any right or remedy preclude any other or further exercise of that right or remedy.

21.4 Assignment

1. You may not assign or transfer your rights or obligations under these Terms without our prior written consent (which will not be unreasonably withheld).
2. AML Assured may assign or transfer its rights and obligations under these Terms to an affiliate, successor, or acquirer of all or substantially all of AML Assured's business or assets, provided that the assignee agrees to be bound by these Terms. AML Assured will notify you of any such assignment within 30 days.

21.5 Force Majeure

Neither party will be liable for any failure or delay in performing its obligations under these Terms (other than an obligation to pay money) if such failure or delay is caused by a Force Majeure Event. The affected party must promptly notify the other party of the Force Majeure Event and use reasonable efforts to mitigate its effects. If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate these Terms by written notice.

21.6 Notices

Any notices or other communications required or permitted under these Terms must be in writing and will be deemed to have been duly given: (a) if delivered by email, on the date of transmission (unless the sender receives an automated failure-to-deliver notification); or (b) if sent by prepaid post, 3 Business Days after posting. Notices to AML Assured must be sent to legal@amlassured.com.au (or, for privacy-related matters, to privacy@amlassured.com.au) or our registered address at 280 Albert Street, East Melbourne, VIC 3002. Notices to you will be sent to the email address associated with your Subscriber Account.

21.7 Relationship of Parties

The relationship between the parties is that of independent contractors. Nothing in these Terms will be construed as creating an agency, partnership, joint venture, employment, trust, or fiduciary relationship between the parties.

21.8 Prevailing Language

These Terms are drafted in the English language. If these Terms are translated into any other language and there is a discrepancy between the English text and the translated text, the English text will prevail.