Terms & Conditions

Effective Date: 21 April 2026 

Acceptance and Formation of Agreement

A. This Master Services Agreement (including these Terms and Conditions, the Service Schedules and any Statement of Work) governs the provision of Services by the Service Provider to the Client.

B. The Client agrees to be bound by this agreement by:

1. executing a Statement of Work; or
2. otherwise indicating acceptance of a Statement of Work, including by requesting or permitting the commencement of Services.

C. Each Statement of Work incorporates this Master Services Agreement by reference and forms part of the agreement between the parties.

D. To the extent of any inconsistency, the order of precedence set out in this agreement applies.

Basis of Agreement

AML Smart Guard (referred to as the ‘Service Provider’) offers services to assist businesses in developing, implementing, and managing AML/CTF compliance programs and related solutions. The Service Provider has agreed to provide the Services to the Client, and the Client has agreed to procure the Services from the Service Provider in accordance with:

A. the Key Agreement Details;

B. the standard Terms and Conditions below;

C. any Statement of Work agreed between the parties during the Term; and

D. any or all of the standard Services inclusions set out in Schedules 1, 2 and 3 (referred to as ‘Service Schedules’), which are incorporated by reference into, and together form, this “agreement”, as accepted by the Client in accordance with the Acceptance and Formation of Agreement clause.

Terms and Conditions

How to Read This Agreement

Meaning of Capitalised Words and Phrases

1. Capitalised words and phrases used in these Terms and Conditions have the meaning given:
   1. to that word or phrase in the Key Agreement Details;
   2. to that word or phrase in a Statement of Work;
   3. by the word immediately preceding any bolded and bracketed word(s) or phrase(s); or
   4. in the definitions in clause 18 of this agreement.

Order of Precedence

1. Unless otherwise expressly stated, in the event of any inconsistency between these Terms and Conditions and a Statement of Work:
   1. a Statement of Work prevails over these Terms and Conditions to the extent of the inconsistency;
   2. these Terms and Conditions prevail over the Service Schedules; and
   3. any Special Conditions in a Statement of Work prevail over all other terms to the extent of any inconsistency.
2. Any Special Conditions set out in a Statement of Work that are:
   1. intended to replace an “Old Clause” with a “New Clause” (as indicated by the use of both columns), then the “New Clause” will replace and prevail over the clause in the “Old Clause” column entirely; and
   2. intended to add a “New Clause” (as indicated by the use of only the New Clause column) are incorporated in these Terms and Conditions and will replace and prevail over any other terms to the extent of any inconsistency.

Duration and Renewal of This Agreement

1. This agreement commences on the Start Date and continues for a minimum term of twelve (12) months (Initial Term).
2. Following the Initial Term, this agreement will continue on a rolling basis unless terminated in accordance with clause 14.
3. For the avoidance of doubt, clause 14.1 does not apply during the Initial Term.
4. The parties may agree to extend this agreement by mutual agreement, including by conduct that indicates an intention to extend the Term.
5. If any Services are supplied after the expiry of the Term without the parties having entered into a replacement agreement or otherwise having expressly agreed in writing that these terms will not apply, the terms of this agreement will continue to apply for those Services.
6. The duration of any Statement of Work is indicated by the dates set out in the Statement of Work.

Ordering and Performance of Services

Original Statement of Work

1. The Service Provider will perform the Services in accordance with each Statement of Work agreed between the parties.
2. Unless otherwise agreed, the Service Provider may, in its discretion:
   1. not commence work on any Services until the Client has paid any deposit or fees payable in respect of such Services; and
   2. withhold delivery of Services until the Client has paid the invoice in respect of such Services.

Additional Statements of Work

1. The Client may from time-to-time request additional Services, which may include any of the standard services set out in the Service Schedules. If the Client requests additional Services, the Service Provider will provide a quote in accordance with the Statement of Work template in Attachment 1.
2. These Terms and Conditions will apply to all additional Statements of Work between the parties.
3. The Client will be taken to have accepted a Statement of Work where the Client:
   1. executes the Statement of Work; or
   2. otherwise indicates acceptance, including by requesting or permitting the commencement of Services.
4. An additional Statement of Work will not limit or otherwise affect any other current Statements of Work between the parties.

General Changes to Statements of Work

1. The Client must pay a ‘change in scope fee’, in an amount reasonably determined by the Service Provider (Change Fee), for changes to Services requested by the Client which alter the scope set out in the relevant Statement of Work and require the Service Provider to perform additional work or incur additional costs (Changes).
2. Unless otherwise agreed in writing, the Service Provider may at its discretion extend or modify any delivery schedule or deadlines for the Services as may be reasonably required by such Changes.
3. The Service Provider will only be required to perform Changes, if:
   1. the Service Provider agrees in writing to perform the Changes;
   2. the Client confirms in writing that they wish for the Service Provider to proceed with the Changes and the relevant Change Fee; and
   3. the Client pays the Change Fee, in accordance with clause 7.1 as if it was a Fee.

Changes to Plans

1. During the Term of this agreement, the Client may request to change its selected Technology Solutions Services Plan by providing the Service Provider with not less than 10 Business Days’ written notice.
2. Subject to clause 3.3(c), any change to the Client’s selected Plan will take effect from the commencement of the next monthly Billing Cycle following the expiry of the notice period, and the Fees applicable to the new Plan will apply from that time.
3. If the Client exceeds one or more of the Monthly Volume Limitations associated with its selected Technology Solutions Services Plan, assessed over any rolling quarterly basis, the Service Provider may, acting reasonably, and after providing the Client with not less than 10 Business Days’ written notice:
   1. move the Client to the next higher Plan that accommodates the Client’s usage levels;
   2. propose a bespoke Technology Solutions Services Plan, including revised pricing and usage limits tailored to the Client’s requirements; or
   3. allow the Client to remain on its existing Plan.
4. Any change to a Technology Solutions Services Plan under this clause does not affect the Client’s rights of termination under clause 14, or any other express termination rights arising under this agreement.
5. Nothing in this clause limits the Service Provider’s ability to ensure pricing reflects actual usage or cost to serve, provided it acts reasonably and in good faith.

Third Party Terms and Conditions

1. The Client acknowledges and agrees that the terms and conditions of third-party suppliers of goods or services (Third-Party Terms) may apply to any part of the Services, including but not limited to Third-Party Platforms such as LexisNexis: https://www.lexisnexis.com/en-au/terms-and-conditions.
2. The Service Provider will endeavour to notify the Client of Third-Party Terms that apply to the Services, in which case:
   1. the Client must immediately notify the Service Provider if they do not agree to the Third-Party Terms; and
   2. if the Service Provider does not receive a notice in accordance with clause 3.4(b)(i) the Client will be taken to have accepted those Third-Party Terms, and the Service Provider will not be liable for any loss or damage suffered by the Client in connection with such Third-Party Terms.
3. The Client acknowledges and agrees that if the Client does not agree to any Third-Party Terms, this may affect the Service Provider’s ability to meet Key Dates and / or Times.

Disclaimer

Nature of Services

1. All information, materials, guidance, outputs and training provided by the Service Provider as part of the Services are of a general nature only.
2. The Service Provider provides compliance support and decision-support tools only.
3. The Service Provider is not a law firm and does not provide legal, financial, regulatory, tax or accounting advice. Nothing in the Services is intended to constitute financial, regulatory or legal advice, and the Client must not rely on the Services as a substitute for obtaining independent professional advice.
4. Any outputs, alerts, reports, risk scores, recommendations or training materials provided by the Service Provider are advisory only and do not constitute a regulatory determination or approval.
5. The Client must not rely on any outputs, alerts, reports, risk scores or recommendations as determinative of its regulatory obligations.
6. The Client is recommended to obtain its own legal and other professional advice in relation to the interpretation and application of applicable Laws to its particular circumstances.
7. The Services do not constitute the provision of a ‘designated service’ under the AML/CTF Act.

Client Responsibility for Compliance

1. The Client acknowledges and agrees it remains solely responsible for ensuring its compliance with all applicable laws, regulations and regulatory guidance, including the AML/CTF Act and any rules or guidance issued by AUSTRAC or any other applicable regulator.
2. Statutory obligations under applicable AML/CTF legislation are imposed directly on the Client and cannot be delegated. The provision of Services does not transfer, delegate or novate any statutory compliance obligation of the Client.
3. Without limitation, the Client retains sole responsibility for:
   1. determining whether a matter is reportable to any regulator;
   2. preparing and submitting Suspicious Matter Reports, Threshold Transaction Reports and other regulatory filings;
   3. appointing and maintaining an AML Compliance Officer where required; and
   4. ensuring its AML/CTF Program is implemented and adhered to in practice.
4. The Client must not represent to any regulator that the Service Provider has assumed or discharged any of its statutory obligations.

No Guaranteed Outcome

1. The Service Provider does not guarantee:
   1. that any AML/CTF program, documentation, risk assessment, training outcome or technology output will be accepted or approved by AUSTRAC or any other applicable regulator; or
   2. that the use of the Services will prevent regulatory review, investigation, enforcement action or penalties.
   Any views or recommendations provided as part of the Services represent the Service Provider’s professional opinion only, based on the information available at the time and the Materials provided by the Client in accordance with clause 5.2.

Alert Triage & Advisory Nature of Services

1. Where the Services include alert triage or escalation support, the Service Provider will review alerts and provide recommendations based on predefined rule sets and available data. Such recommendations are subject to clause 4.1.
2. Unless expressly agreed in a Statement of Work, nothing in this agreement constitutes appointment of the Service Provider as the Client’s AML Compliance Officer.

No Regulator Engagement

1. Unless expressly agreed in writing, the Service Provider is not responsible for engaging with regulators, responding to regulatory notices or managing regulatory investigations.

Training Disclaimer

1. Any training sessions, materials or workshops are provided for educational purposes only and are subject to this clause 4.
2. The Client remains responsible for determining how training outcomes are implemented within its compliance framework.

Client Obligations

Provide Information and Liaison

1. The Client must provide the Service Provider with all documentation, information and assistance reasonably required by the Service Provider to perform the Services.
2. The Client agrees to liaise with the Service Provider as it reasonably requests for the purpose of enabling the Service Provider to provide the Services, including where applicable:
   1. changes to the number of attendees for any training sessions;
   2. cancellations or substitutions of participants;
   3. changes to the Service Location; or
   4. any other matter that may affect scheduling or delivery of the Services.

Reliance on Client Materials

1. The Client warrants that all information, documentation and other Material it provides to the Service Provider for the purpose of receiving the Services, including financial records and information regarding its systems, procedures and all other materials relating to compliance, is complete, accurate and up-to-date.
2. The Client releases the Service Provider from all liability in relation to any loss or damage arising out of or in connection with the Services, to the extent such loss or damage is caused or contributed to by information, documentation or any other Material provided by the Client being incomplete, inaccurate or out-of-date.

Access to Data and Personnel

1. The Client agrees to provide the Service Provider with access to:
   1. the Client’s Personnel, to the extent required to perform the Services;
   2. the Client’s data, information, records, and databases necessary for the Service Provider to perform the Services, including but not limited to any applicable risk assessments, customer due diligence (KYC/KYB), and transaction monitoring;
   3. the Client’s website, applications, or digital platforms, to the extent integration, monitoring, or configuration is required as part of the Services; and
   4. any other third party or other accounts used by the Client (including login details and passwords), as reasonably required by the Service Provider to perform the Services.

Access to Service Location

1. The Client must allow the Service Provider access to any premises, or required areas of any premises reasonably necessary for the Service Provider to provide the Services, including any applicable Service Location (Premises).
2. The Client must conduct or facilitate any inductions, training or supervision or other requirements of the Premises, including anything referred to in Special Conditions of the Statement of Work, so that the Service Provider has full access to carry out the Services.
3. Where the Service Provider is unable to gain access to the Premises due to the Client’s non-compliance with this clause, omission, fault or otherwise, it is the Client’s responsibility to reschedule any Services and the Service Provider reserves the right to claim any expenses including travel and lost income and to charge this to the Client as an expense under this agreement.
4. The Client warrants that the Premises are safe for the Service Provider to enter and perform the Services including, where applicable, complying with any relevant occupational health and safety legislation and requirements.

Key Persons

1. If requested by the Service Provider, the Client must appoint one or more key contact persons (Key Person) who will act as a Subject Matter Expert in relation to the Client’s business operations and AML/CTF obligations, and/or to collaborate and consult with throughout the course of providing the Services.
2. The Client acknowledges and agrees that the Key Person must:
   1. if requested by the Service Provider, be a vetted expert in the specific subject matter. For example, possessing the necessary operational background and understanding of the Client’s AML/CTF compliance framework;
   2. provide accurate, relevant and timely information, guidance and feedback to the Service Provider; and
   3. actively participate in all necessary consultations, meetings, and discussions as reasonably required by the Service Provider to perform the Services.
3. For the avoidance of doubt, the Client is responsible for vetting the Key Person to ensure they have the necessary expertise, qualifications, and background to fulfil their obligations outlined in this clause 5.5.
4. The Client must ensure that the Key Person provides feedback on all documents or other mock-ups provided to the Key Person within the agreed time frame. If the Key Person has delays in providing feedback, there may be delays in the delivery of the Services which the Service Provider will not be liable for and may be subject to a Change Fee in accordance with clause 3.3.
5. In the event the Key Person becomes unavailable or unable to fulfil their responsibilities in relation to the Scope of Services, the Client shall promptly appoint a suitable replacement and inform the Service Provider of such replacement.

Compliance with Laws

1. The Client warrants that it will not by receiving or requesting the Services, or during receiving or requesting the Services:
   1. breach any applicable laws, rules and regulations (including any applicable privacy laws and any relevant industry codes) (Laws);
   2. do anything which may cause the Service Provider to breach any Law;
   3. breach the direction of any government department or authority; or
   4. infringe the Intellectual Property Rights or other rights of any third party or breach any duty of confidentiality.

AML Smart Guard Platform

General

1. This clause 6 applies where the AML Smart Guard Platform, Portal and/or any Training & Awareness Services provided via a Training Platform are included in the Statement of Work (together, the Solution).

Platform Licence

1. During the Term, the Service Provider grants to the Client a non-exclusive and non-transferable licence to use the Solution in accordance with this agreement.

Use of the Solution

1. The Client must not, and must not encourage or permit any Personnel or any third party to:
   1. use the Solution other than for its intended purpose;
   2. copy, modify, reverse engineer or create derivative works from the Solution;
   3. share access credentials or permit unauthorised access;
   4. publish or otherwise communicate the Solution to the public, including by making it available online or sharing it with third parties;
   5. sell, loan, transfer, sub-licence, hire or otherwise dispose of the Solution to any third party;
   6. permit any person other than Client’s Personnel to use or access the Solution;
   7. upload confidential or personally identifiable information other than as required for lawful use of the Services;
   8. upload unlawful, offensive, infringing or inappropriate material;
   9. remove or alter any copyright, trademark or other notice on or forming part of the Solution;
   10. use the Solution in a manner that is illegal, fraudulent or harmful to the Service Provider or any third party; or
   11. act in any way that may harm the Service Provider’s reputation or that of associated or interested parties, or do anything contrary to the interests of the Service Provider or the Solution.

The Client must immediately notify the Service Provider of any unauthorised use of the Solution including its account, password or email, or any other breach or potential breach of the Solution’s security.

System Support Services

1. Any support services provided under this clause are subject to clause 6.6 (Third-Party Platforms and Training Services) and clause 4 (Disclaimer).
2. Where the Services include System Support in a Statement of Work, the Service Provider will provide the System Support to the Client during the Term in accordance with Schedule 3.
3. The Client acknowledges and agrees:
   1. the Service Provider will take reasonable steps to provide System Support where necessary during the Term;
   2. the Client must first endeavour to resolve any issues with the Solution internally and the Service Provider will not assist with issues that are beyond its reasonable control; and
   3. the Client is responsible for all internal administration and managing access, including storing back-up passwords and assisting its Personnel to access and use the Solution.

Client Data

1. By providing or posting Client Data, the Client represents and warrants that the Client is authorised to provide the Client Data and that all Client Data:
   1. is accurate, true and lawfully obtained at the time it is provided;
   2. does not infringe any Intellectual Property Rights or other third-party rights;
   3. does not contain any viruses or malicious or harmful code; and
   4. does not breach or infringe any applicable laws.
2. The Service Provider may rely on Client Data without independent verification.

Third-Party Platforms and Training Services

1. The Client acknowledges and agrees that:
   1. the Solution may incorporate or rely on Third-Party Platforms and Third-Party Training Providers, including but not limited to: LexisNexis Risk Solutions or LexisNexis RiskNarrative®;
   2. the Client acknowledges that Training & Awareness Services may be resold or sublicensed by the Service Provider from Third-Party Training Providers;
   3. such platforms, systems, data sources and training content are owned and controlled by third parties and are outside the control of the Service Provider;
   4. the Service Provider acts as an intermediary only in relation to Third-Party Training Services and is not the original owner or provider of such content; and
   5. use of Third-Party Platforms and Training Services may be subject to Third-Party Terms.
2. The Client must comply, and must ensure its Personnel comply, with all applicable terms, conditions and usage restrictions imposed by any Third-Party Training Provider.
3. To the maximum extent permitted by law:
   1. the Service Provider does not guarantee the accuracy, completeness, currency, availability or reliability of any third-party platform, data source or training content;
   2. the Service Provider is not liable for any loss arising from:
      1. outages, delays or unavailability of third-party platforms;
      2. errors or inaccuracies in third-party data or content;
      3. changes to third-party functionality, pricing or data sources; or
      4. acts or omissions of third-party providers.
   3. the Service Provider’s obligations are contingent on the continued availability of Third-Party Platforms and data sources.
4. The Client acknowledges and agrees that:
   1. the Service Provider is required to ensure that its agreements with clients are no less protective of the rights and interests of Third-Party Training Providers than the terms imposed on the Service Provider; and
   2. to the maximum extent permitted by law, the Client agrees that the restrictions and obligations set out in this clause 6 are intended to satisfy that requirement.

Training & Awareness Services

1. Where the Services include Training & Awareness Services:
   1. training may be delivered via a Training Platform operated by a Third-Party Training Provider;
   2. the Service Provider does not control the availability, functionality or content of the Training Platform;
   3. the Service Provider does not provide support in relation to training content, course interpretation, learning outcomes or regulatory advice;
   4. the Service Provider does not provide instructional, interpretive or compliance advice in relation to training content; and
   5. training content updates are determined by the Third-Party Training Provider and may not reflect regulatory changes immediately upon implementation.
2. To the maximum extent permitted by law, the Service Provider does not make, and does not pass through, any warranty or representation from any Third-Party Training Provider regarding regulatory compliance outcomes, course sufficiency or fitness for a particular purpose.
3. The Client acknowledges that all Training & Awareness Services are subject to clause 4 (Disclaimer).

Training Seats

1. Where Training & Awareness Services are provided:
   1. access is granted via Training Seats allocated to individual Users;
   2. Training Seats must not be shared or used concurrently by multiple individuals;
   3. Training Seats may be reassigned in limited circumstances in accordance with Third-Party Training Provider requirements;
   4. Training Seats may be provided either:
      1. as part of a bundled offering included within a Plan under the Technology Solutions Services, in which case the Training Seats will remain valid for the duration of the applicable Plan; or
      2. as standalone Training Seats purchased separately, in which case:
         1. Training Seats are valid only for the applicable Training Subscription Period;
         2. unused Training Seats expire at the end of that period; and
         3. Training Seat fees are non-refundable once access has been provisioned.
   5. Training Seat pricing and Training & Awareness Services fees are determined solely by the Service Provider and may be dependent on pricing set by Third-Party Training Providers.
   6. any discounts or bundled pricing offered by the Service Provider do not represent pricing set by any Third-Party Training Provider.

Training Intellectual Property

1. All intellectual property rights in Third-Party Training Services remain with the relevant Third-Party Training Provider.
2. The Client must not, and must ensure its Personnel do not:
   1. copy, reproduce, distribute or exploit any training content;
   2. use training materials for any commercial or competitive purpose; or
   3. use any training materials, content or insights obtained through the Services to develop or provide any training product or service that competes with the Third-Party Training Provider.
3. The Client is granted a limited, non-exclusive, non-transferable licence to use training materials for internal purposes only and must not reproduce, distribute or exploit such materials without consent.
4. The Client indemnifies the Service Provider against any loss, damage, cost or expense arising from:
   1. any breach of this clause 6 by the Client or its Personnel; or
   2. any act or omission of the Client or its Personnel that results in a breach of any Third-Party Training Provider terms.

Suspension

1. The Service Provider may suspend or restrict access to the Solution or any Third-Party Platform where reasonably necessary, including for non-payment, breach of this agreement, or compliance with applicable laws.

Fees and Payment

Fees Generally

1. The Client must pay the Fees in the amounts, and on or before the Due Date(s), set out in a Statement of Work.
2. To the maximum extent permitted under the Competition and Consumer Act 2010 (Cth) any Fees paid in accordance with this agreement are non-refundable.
3. If there is no Due Date set out in a Statement of Work in relation to a Fee, that Fee must be paid at the time set out the relevant invoice issued by the Service Provider.

Subscription Fees

1. Where the Services include ongoing or subscription-based Services, the Client must pay the applicable subscription fees as specified in the relevant Statement of Work (Subscription Fees).
2. Unless otherwise agreed in writing in the relevant Statement of Work, Subscription Fees are payable in advance and will be charged on a recurring basis for the duration of the applicable Services in accordance with the billing cycle specified in the Statement of Work (Billing Cycle).
3. The first Subscription Fee will be due on the commencement date of the applicable Services (or immediately following any agreed free trial or onboarding period), and thereafter at the beginning of each Billing Cycle.
4. The Client acknowledges and agrees that the Subscription Fees are charged on a recurring basis and will continue to be payable for each Billing Cycle unless the relevant Services are terminated in accordance with this agreement.
5. For the avoidance of doubt, where Subscription Fees apply, the Client authorises the Service Provider and/or its Payment Provider to charge the Subscription Fees at the beginning of each Billing Cycle in accordance with clause 7.4.

Annual Payment Discount

1. The Service Provider may, in its sole discretion, offer discounted pricing to Clients who elect to pay Subscription Fees annually in advance.
2. Any such discount, including its availability, amount and terms, is determined solely by the Service Provider and may be varied, withdrawn or discontinued at any time.
3. The Service Provider is not obliged to offer any discount to any Client, and any discount offered does not create an ongoing entitlement for the Client or any other client.
4. Any Subscription Fees paid annually in advance are non-refundable, except as required by law.

Direct Debit Payments and Authority

1. If Fees are paid via direct debit (Direct Debit), the Client:
   1. authorises the Service Provider and/or its Payment Provider to debit the nominated payment method in accordance with the applicable direct debit authorisation form and any direct debit agreement required by the Payment Provider;
   2. agrees to enter into any Direct Debit agreement required by the Payment Provider;
   3. authorises the Service Provider or the Payment Provider to debit the applicable Fees in advance in accordance with the Statement of Work and any applicable Billing Cycle;
   4. must ensure that there are sufficient funds available in the nominated account to allow our Payment Provider to debit the Fees payable;
   5. must not initiate a chargeback without first notifying the Service Provider and acting reasonably to resolve the issue; and
   6. acknowledges and agrees that the Payment Provider may impose additional fees in connection with failed or rejected payments payable by the Client.
2. If a direct debit or other payment attempt fails, the Service Provider may:
   1. retry the payment; and
   2. suspend access to the Services until all outstanding amounts under this agreement have been paid in full.
3. If a chargeback is initiated without reasonable grounds, the Service Provider may:
   1. suspend Services until all outstanding amounts under this agreement have been paid in full; and
   2. recover all associated costs, including bank and administrative fees.
   The Client indemnifies the Service Provider for any bank or payment processor fees arising from unjustified chargebacks.
4. The Client acknowledges that any reversal, chargeback or refund processed by a financial institution or payment provider does not relieve the Client of its obligation to pay the Fees in accordance with this agreement.

Third Party Fee Increases

1. The Service Provider may, by giving not less than 20 Business Days’ written notice (Notice Period), increase the Fees payable for the Services, including where such increase arises from:
   1. increases in fees, licensing costs or charges imposed by third-party providers (including any Third-Party Platform providers);
   2. changes in applicable Laws or regulatory requirements affecting the Services; or
   3. other reasonable increases in the Service Provider’s costs of providing the Services.
2. Any increase under this clause 7.5 will take effect from the commencement of the next Billing Cycle following the expiry of the Notice Period.
3. If the Client does not agree to the increased Fees, the Client may terminate the affected Statement of Work by providing written notice to the Service Provider in accordance with clause 14.
4. If the Client:
   1. terminates under clause 7.5(c), termination will take effect at the end of the current invoiced period, and the Client will not be liable for the increased Fees.
   2. does not terminate in accordance with clause 7.5(c), the Client will be taken to have accepted the revised Fees.

Subscription Fee Review

1. The Service Provider may review the Fees for any ongoing Services annually.
2. The Service Provider may adjust the Fees by providing not less than 20 Business Days’ written notice to the Client. Any adjusted Fees will take effect from the commencement of the next Billing Cycle following the expiry of the notice period.
3. If the Client does not agree to the revised Fees, the Client may terminate the affected Statement of Work in accordance with clause 14, with termination taking effect at the end of the then-current billing period.
4. If the Client does not terminate in accordance with clause 7.5(c), the Client will be taken to have accepted the revised Fees.

Invoices

1. Unless otherwise agreed in the Statement of Work:
   1. the Service Provider will issue a valid tax invoice to the Client for payment of the Fees, and the Client must pay the Fees in accordance with the remittance method and payment schedule set out in an invoice; and
   2. in all other circumstances, the Client must pay for all goods and services within 10 Business Days of receiving an invoice for amounts payable.

Suspension of Services

1. The Service Provider reserves the right to suspend all or part of the Services where the Client fails to pay the Fees in accordance with clause 7.1 until all outstanding amounts are paid in full.

Expenses

1. Unless otherwise agreed in writing, the Client will only be responsible for pre-approved third-party costs.

GST

1. Unless otherwise indicated, amounts stated in a Statement of Work do not include GST. In relation to any GST payable for a taxable supply by the Service Provider, the Client must pay the GST subject to the Service Provider providing a tax invoice.

Payment Provider

1. We may use third-party payment providers (Payment Provider) to collect Fees.
2. Provided that the Service Provider has notified the Client of such Third-Party Terms and provided the Client with a copy of those terms, you acknowledge and agree that:
   1. the processing of payments by the Payment Provider will be, in addition to this agreement, subject to the terms, conditions and privacy policies of the Payment Provider;
   2. you release us and our Personnel in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Payment Provider, including any issue with security or performance of the Payment Provider’s platform or any error or mistake in processing your payment; and
   3. we reserve the right to correct, or to instruct our Payment Provider to correct, any errors or mistakes in collecting your payment.
3. You have the right to reject any terms and conditions of the Payment Provider. If you reject those terms, we may not be able to provide you with the relevant Service and clause 14 will apply.
4. Any Direct Debit Request and any associated Direct Debit Request Service Agreement (including any BPOINT eDDRSA) forms part of the payment arrangements between the parties but does not limit or override this agreement.
5. To the extent of any inconsistency, this agreement prevails except to the extent required by applicable banking or payment system rules.

Card Surcharges

1. The Service Provider reserves the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including, but not limited to, Visa, MasterCard or American Express).

Confidentiality and Privacy

Privacy

1. The parties must comply with:
   1. if applicable, their respective obligations under the Privacy Act 1988 (Cth); and
   2. the Service Provider’s privacy policy as in force from time to time.
2. The Service Provider will keep the Client informed of any changes to the Service Provider’s Privacy policy during the term.

Confidential Information

1. The parties will not, during, or at any time after, the Term, disclose Confidential Information directly or indirectly to any third party, except:
   1. with the other party’s prior written consent;
   2. as required by Law; or
   3. to their Personnel on a need-to-know basis for the purposes of performing its obligations under this agreement (Additional Disclosees).

Breach

1. If either party becomes aware of a suspected or actual breach of clause 8.2 by that party or an Additional Disclosee, that party will immediately notify the other party and take reasonable steps required to prevent, stop or mitigate the suspected or actual breach. The parties agree that damages may not be a sufficient remedy for a breach of clause 8.2.

Permitted Use

1. A party may only use the Confidential Information of the other party for the purposes of exercising its rights or performing its obligations under this agreement.

Return

1. On termination or expiration of this agreement, each party must immediately return to the other party, or (if requested by the other party) destroy, any documents or other Material in its possession or control containing Confidential Information of the other party.

Additional Disclosees

1. Each party will ensure that Additional Disclosees keep the Confidential Information confidential on the terms provided in this clause 8. Each party will, when requested by the other party, arrange for an Additional Disclosee to execute a document in a form reasonably required by the other party to protect Confidential Information.

Data Security and Privacy

1. The Service Provider will implement and maintain reasonable technical and organisational security measures designed to protect Client Data against unauthorised access, disclosure, alteration or destruction, having regard to the nature of the Services and applicable industry standards.
2. The Client acknowledges and agrees that:
   1. the Services involve the processing of personal information and potentially sensitive information under the Privacy Act 1988 (Cth);
   2. the Client is responsible for ensuring it has obtained all necessary consents and provided all required privacy notices to its customers to permit the collection, use and disclosure of personal information to the Service Provider for the purposes of providing the Services;
   3. the Service Provider processes Client Data solely for the purpose of providing the Services and in accordance with this agreement;
   4. no system or security measure can guarantee absolute security, and the Service Provider does not warrant that the Services will be free from unauthorised access, cyber intrusion or data loss;
   5. the Service Provider will notify the Client without undue delay after becoming aware of an eligible data breach (as defined under the Privacy Act 1988 (Cth)) affecting Client Data, to the extent required by law;
   6. the Client remains responsible for assessing and, where required, notifying affected individuals and regulators under the Notifiable Data Breaches scheme unless otherwise agreed in writing;
   7. the Service Provider is not liable for any unauthorised access, loss or disclosure of Client Data arising from:
      1. the Client’s systems, networks or personnel;
      2. third-party data providers or external integrations outside the Service Provider’s reasonable control; or
      3. events constituting Force Majeure.
3. The Service Provider shall retain Client Data only as required to provide the Services and comply with legal obligations and may delete or anonymise Client Data following termination unless otherwise required by law.
4. To the maximum extent permitted by law, the Service Provider’s liability for any data security or privacy-related claim is subject to the limitation of liability set out in clause 12.

Intellectual Property

Client Data

1. The Client grants to the Service Provider (and its Personnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use the Client Data to the extent reasonably required to provide the Solution.
2. The Client:
   1. warrants that the Service Provider’s use of Client Data as contemplated by this agreement will not infringe any third-party Intellectual Property Rights; and
   2. indemnifies the Service Provider from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.

Existing Material

1. Except to the extent otherwise stated in a Statement of Work or in this clause 10:
   1. each party retains ownership of the Intellectual Property Rights in its Existing Material;
   2. nothing in this agreement transfers ownership of, or assigns any Intellectual Property Rights in, either party’s Existing Material to the other party; and
   3. nothing in this agreement transfers ownership of the Service Provider’s underlying platform, systems or technology.
2. The Client grants to the Service Provider (and its Personnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use its Existing Material to the extent reasonably required to perform any Services.
3. The Client warrants that the Service Provider’s use of the Client’s Existing Material will not infringe the Intellectual Property Rights of any third party and will indemnify the Service Provider from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.
4. The Service Provider grants to the Client a non-exclusive, royalty free, non-transferable and revocable licence to use its Existing Material, to the extent:
   1. such Existing Material is incorporated into the New Material; and
   2. such use is reasonably required for the Client to enjoy the benefit of the Services.

New Material

1. Unless otherwise stated in a Statement of Work, Intellectual Property Rights in bespoke or New Material created specifically for a Client are immediately assigned to and vest in the Client as those rights are created.
2. Notwithstanding the above, the Service Provider retains ownership of all methodologies, frameworks, rule sets, scoring logic, templates and proprietary tools, including any improvements or derivatives thereof, whether or not incorporated into Deliverables.
3. The Client grants to the Service Provider a perpetual, irrevocable, transferable, worldwide and royalty free licence (including the right to sublicense) to use, copy, modify and adapt the New Material.

Third Party Intellectual Property

1. The Service Provider warrants that:
   1. to the best of its knowledge, the provision of the Services to the Client; and
   2. the Client’s receipt and use of the Services for their intended purpose,
   will not infringe the Intellectual Property Rights of any third party.

Warranties

General

1. To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in this agreement are excluded.
2. Nothing in this agreement is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, the Client may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services provided.

Power and Authority

1. Both parties, including the Authorised Person, warrant that:
   1. it has the power and authority to enter into this agreement, and to perform its obligations under this agreement, and the execution of this agreement has been properly authorised; and
   2. this agreement constitutes a legal, valid and binding obligation on it, enforceable in accordance with its terms by appropriate legal remedy.

Liability

Liability

1. To the maximum extent permitted by law and subject to clause 12.1(b), the total liability of each party in respect of loss or damage sustained by the other party in connection with this agreement is limited to the amount paid by the Client to the Service Provider in the 12 months preceding the date of the event giving rise to the relevant liability.
2. Clause 12.1(a) does not apply to the Client’s liability in respect of loss or damage sustained by the Service Provider arising from the Client’s breach of clauses 5.2, 6, 7, 8, 9 and 10.

Consequential Loss

To the maximum extent permitted by law, neither party will be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue in connection with this agreement or any goods or services provided by the Service Provider, except:

1. in relation to a party’s liability for fraud, personal injury, death or loss or damage to tangible property; or
2. to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth).

Regulatory Liability Exclusion

1. To the maximum extent permitted by law, the Service Provider will not be liable for:
   1. any regulatory investigation, enforcement action, civil penalty, infringement notice, fine, administrative sanction or other regulatory consequence imposed on the Client; or
   2. any costs, expenses or losses arising in connection with such matters,
   except to the extent that such regulatory consequence is directly caused by the Service Provider’s wilful misconduct or fraud.
2. For the avoidance of doubt, the Client acknowledges that:
   1. statutory compliance obligations under the AML/CTF Act and related legislation remain the responsibility of the Client; and
   2. regulatory liability cannot be delegated to the Service Provider.

Dispute Resolution

1. If an issue between the parties arises under this agreement that cannot be resolved day-to-day, the parties will make genuine efforts in good faith to participate cooperatively in mediation, at equal shared expense of the parties.
2. The parties will conduct mediation through the Australian Disputes Centre (ADC) and in accordance with the ADC’s Guidelines for Commercial Mediation (as current at the time of the dispute).
3. The parties will follow the mediator’s recommendations on the extent of mediation required, and when to stop mediation if the issue cannot be resolved.
4. If mediation does not resolve the issue, the parties must:
   1. if they haven’t already done so, engage independent legal representation at their own expense to understand the strength of their arguments; and
   2. based on that advice, if settlement is not achieved, participate in arbitration (or other dispute resolution mechanism agreed in mediation) through the ADC at equal shared expense.
5. The parties will follow the binding outcome of arbitration (or other agreed mechanism).
6. Either party may at any time during this process make an offer for settlement. The parties acknowledge and agree it is in their best interests to properly consider all genuine settlement offers. The parties will use best endeavours to avoid litigation and reach a prompt settlement.
7. The process in this clause does not apply where a party requires an urgent injunction.

Termination

Termination for Convenience

1. Subject to clause 2, either party may terminate this agreement for convenience by giving not less than 20 Business Days written notice.
2. Where the relevant Services are provided on a recurring subscription basis:
   1. termination will take effect at the end of the Billing Cycle following expiry of the notice period, and the Client remains liable for all Fees up to that date; and
   2. Fees are non-refundable and no pro-rata refunds apply for unused portions of any Billing Cycle, except to the extent permitted by law.
3. Upon termination, access to the Services will cease on the date termination takes effect.
4. Upon termination, the Service Provider will provide an invoice to the Client for:
   1. any Fees and other amounts payable under this agreement up to the date termination takes effect and not yet paid by the Client (including any Fees for Services performed to prepare not yet completed Deliverables); and
   2. any pre-approved third party costs the Service Provider has incurred on the Client’s behalf up to the date termination takes effect which have not been paid or reimbursed by the Client,
   (together, the Outstanding Amounts)
5. The Client authorises the Service Provider and/or its Payment Provider to debit the Client’s nominated payment method for the Outstanding Amounts.
6. If the direct debit in clause 14.1(e) fails, the Client will pay the Outstanding Amounts to the Service Provider within a further 10 Business Days after the date termination takes effect, unless otherwise agreed in writing between the parties.
7. Once the Outstanding Amounts have been paid, the Service Provider will hand over any completed deliverables.

Termination for Breach

1. If a party (the Notifying Party) considers that the other party is in breach of this agreement (the Breach), the Notifying Party may provide a notice to the other party.
2. The notice must include the nature and details of the Breach, with reference to the relevant clause/s of this agreement. The Notifying Party may, if it wishes to do so, make suggestions for resolving the Breach.
3. The other party will have 10 Business Days (or longer, in the Notifying Party’s discretion) to rectify the Breach (the Rectification Period).
4. After the Rectification Period, the Notifying Party will:
   1. if the Breach has been successfully rectified, notify the other party that the agreement will continue; or
   2. if the Breach has not been successfully rectified, notify the other party that this agreement is terminated (Termination for Breach Notice).
5. Following a Termination for Breach Notice, the parties will stop all work under this agreement unless otherwise agreed.
6. Any disputes regarding termination under this clause must be dealt with in accordance with clause 13. The indemnities, warranties and liability caps in clause 12 will apply to any disputes and resulting claims.

Other Consequences for Termination

If this agreement ends, in addition to the specific consequences set out in clause 14.1 or 14.2 (as applicable), the parties will:

1. return or (at the disclosing party’s election) destroy all property, Materials and Confidential Information belonging to the other party in their possession or control;
2. immediately cease using the Solution and any Third-Party Platform provided under this agreement;
3. cease using and permanently delete any login credentials, passwords, access keys or other access information relating to the Solution or any Third-Party Platform;
4. return or permanently delete (as applicable) any training materials, compliance templates, documentation or other Materials provided by the Service Provider, except to the extent the Client is expressly permitted to retain copies under clause 10;
5. comply with all obligations that are by their nature intended to survive the end of this agreement; and
6. stop using any materials that are no longer owned by, or licensed to, them when this agreement ends in accordance with clause 10.

Statements of Work

1. The same rights and responsibilities set out in this clause 14 apply to each Statement of Work as it applies to the agreement as a whole.
2. In the event either party elects to terminate this agreement as a whole or a single or multiple Statements of Work under this clause 14, any notice required to be given regarding the termination must clearly state whether the termination notice is to effect a single or multiple Statements of Work or the agreement as a whole.
3. In the event the termination is for:
   1. a single or multiple Statements of Work, such termination will not impact any other Statements of Work then current, or the effect of this agreement as a whole; or
   2. the agreement as a whole, such termination will be deemed to affect the agreement as a whole as well as all Statements of Work then current.

Force Majeure

1. A ‘Force Majeure Event’ means any occurrence beyond the control of the Affected Party which prevents the Affected Party from performing an obligation under this agreement (other than an obligation to pay money), including any:
   1. act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
   2. strike or other industrial action;
   3. war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
   4. decision of a government authority in relation to any epidemic or pandemic,
   to the extent the occurrence affects the Affected Party’s ability to perform the obligation.
2. If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under this agreement (other than an obligation to pay money) due to a Force Majeure Event, the Affected Party must give to the other party prompt written notice of:
   1. reasonable details of the Force Majeure Event; and
   2. so far as is known, the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation.
3. Subject to compliance with clause 15(b), the relevant obligation will be suspended during the Force Majeure Event to the extent that the obligation is affected by the Force Majeure Event.
4. The Affected Party must use its best endeavours to overcome or remove the Force Majeure Event as quickly as possible and resume performing the relevant obligation.

Notices

1. Any notices required to be sent under this agreement must be sent via email using the party’s email addresses set out in the Statement of Work and the email’s subject heading must refer to the name and date of this agreement.
2. If no email address is stated in this agreement, the notice may be sent to the email address most commonly used by the parties to correspond in relation to this agreement at the time the notice is sent.
3. The notice will be considered to be delivered 24 hours after it was sent, unless the sender has reason to believe the email failed to send or was otherwise not delivered or received.

General

Governing Law and Jurisdiction

1. This agreement is governed by the law applying in New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

Business Days

1. If the day on which any act is to be done under this agreement is a day other than a Business Day, that act must be done on or by the immediately following Business Day except where this agreement expressly specifies otherwise.

Amendments

1. This agreement may only be amended in accordance with a written agreement between the parties.

Waiver

1. No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

Severance

1. Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

Joint and Several Liability

1. An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

Assignment

1. A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party, except that the Service Provider may assign or novate this agreement as part of a corporate restructure, merger or sale of business without Client consent, provided such assignment does not materially diminish the Client’s rights.

Counterparts

1. Statements of Work, which incorporate this agreement, may be executed in any number of counterparts. Each counterpart constitutes an original of this agreement, and all together constitute one agreement.

Costs

1. Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.

Entire Agreement

1. This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

Interpretation

1. (singular and plural) words in the singular includes the plural (and vice versa);
2. (gender) words indicating a gender includes the corresponding words of any other gender;
3. (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
4. (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
5. (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
6. (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
7. (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
8. (headings) headings and words in bold type are for convenience only and do not affect interpretation;
9. (includes) the word “includes” and similar words in any form is not a word of limitation;
10. (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision; and
11. (currency) a reference to $, or “dollar”, is to Australian currency, unless otherwise agreed in writing.

Definitions

In these Terms and Conditions, the following words and phrases have the following meaning:

Term	Meaning
AML/CTF Act	Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth).
AML/CTF Program Development Services	the AML/CTF Program Development Services the Service Provider may provide in Schedule 2.
AMLCO	Anti-Money Laundering Compliance Officer.
Billing Cycle	means the monthly period for which Fees are charged under this agreement.
Business Day	A day (other than a Saturday, Sunday or any other day which is a public holiday) on which banks are open for general business in New South Wales, Australia.
Client Data	means files, data, information or any other materials, which is uploaded or inserted to the Solution, or otherwise provided to the Service Provider, by the Client or its Personnel, and includes any Intellectual Property Rights attaching to such materials.
Confidential Information	Information of, or provided by, a party that is by its nature confidential information, is designated as confidential, or that the recipient of the information knows or ought to know is confidential (including all commercial information exchanged between the parties), but does not include information which is, or becomes, without a breach of confidentiality, public knowledge.
Deliverables	the specific documents, reports, materials or other products expressly identified as “Deliverables” in a Statement of Work to be provided by the Service Provider to the Client, including (where applicable): (a) AML/CTF risk assessments; (b) compliance programs, policies and procedures; (c) training materials or training completion records; (d) reports, templates, checklists or written outputs; and (e) any other agreed written or documented outputs.
Existing Material	means Material, other than New Material.
Fees	The fees set out in a Statement of Work.
Initial Term	the period of twelve (12) months commencing on the Start Date.
Intellectual Property Rights	All copyright, trademark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of this agreement both in Australia and throughout the world.
Key Agreement Details	The key agreement details on the cover page of this agreement.
Key Persons	The persons identified in a Statement of Work as the persons who the Client intends to be the main contact with the Service Provider in relation to the Services.
Material	means tangible and intangible information, documents, reports, software (including source and object code), inventions, data and other materials in any media whatsoever.
Monthly Volume Limitations	maximum permitted usage volumes for particular Technology Solutions Services for the Client’s selected Plan, as set out in Schedule 3.
New Material	means Material that is created, written, developed or otherwise brought into existence during the Term for the purposes of this agreement.
Personnel	Employees, secondees, agents and subcontractors (who are individuals), including employees and contractors (who are individuals) of subcontractors.
Plans	the Technology Solutions Services Plans set-out in Schedule 3.
Portal	The web based online platform owned and hosted by the Service Provider located at www.amlsmartguard.com.au.
Statement of Work	a document describing the Services, Fees and any Special Conditions, which is agreed between the parties, including by execution or other acceptance in accordance with this agreement, and which incorporates this agreement.
Service Location	The physical premises, site, facility or virtual environment specified in a Statement of Work at or through which the Services are to be performed.
Service Schedules	The standard services offered by the Service Provider, including the scope of work involved as set out in Schedule 1, Schedule 2 and Schedule 3 respectively.
Services	The services to be provided by the Service Provider to the Client in accordance with a Statement of Work.
Technology Solutions Services	the Technology Solutions Services the Service Provider may provide in Schedule 3.
Term	Term means the Initial Term and any period thereafter during which this agreement continues in accordance with clause 2.
Training & Awareness Services	the Training & Awareness Services the Service Provider may provide in Schedule 1.
Third-Party Training Provider	means a third party that provides training content, systems or platforms used in connection with the Training & Awareness Services.
Training Platform	means any online platform used to deliver Training & Awareness Services, including platforms operated by Third-Party Training Providers.
Training Seat	means a licence granted to a single User to access Training & Awareness Services via a Training Platform for a specified period.
Training Subscription Period	means the period during which Training Seats are valid, as specified in a Statement of Work.