AMLHUB Terms & Conditions

This Terms of Services Agreement (“Agreement”) is between AMLHUB Australia Pty Ltd (ACN 679 005 915) (“AMLHUB”), and the Customer identified in the Proposal (“Customer”), and is effective as of the Commencement Date. This Agreement allows the Customer access to the Services under one or more Proposal documents. Certain capitalised terms are defined in clause 1 (Definitions and Interpretation) and others are defined contextually in this Agreement.

By informing us that you accept the Proposal you:

• agree to the AMLHUB Services and setting up an account with AMLHUB;
• agree to the terms set out in this Agreement;
• you agree to our Privacy Policy; and
• where your access and use is on behalf of another Person (e.g. a company), you confirm that you are authorised to and agree to this Agreement on that Person’s behalf and that, by agreeing to this Agreement on that Person’s behalf, that Person is bound by this Agreement.

If you do not agree to this Agreement, you are not authorised to access and use AMLHUB Services, and must immediately stop doing so.

1. Definitions and Interpretation

Agreement means this Agreement, including all order forms, sections, schedules, and documents incorporated by reference.

AML/CTF Act means the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth), as well as any regulations made under such act.

AML/CTF Jurisdiction means the jurisdiction indicated as such in the applicable Proposal.

AMLHUB means the software as a service platform delivered via the online platform and with the mobile app, having the core functionality described on the AMLHUB website.

AMLHUB Australia Pty Ltd Limited or AMLHUB means AMLHUB Australia Pty Ltd (ACN 679 005 915 ), being the company providing the Service to the Customer.

Analytical Data means anonymised and aggregated statistical and analytical data derived from Data and information in relation to your use of AMLHUB Services.

Australian Consumer Law means the Australian Consumer Law as set out in Schedule 2 of the Competition and Consumer Act 2010.

Business Days means any day (other than a Saturday, Sunday or public holiday) on which registered banks are open for normal banking business in the AML/CTF Jurisdiction. A business day starts at 8.30am and ends at 5pm.

KYC means the know your client, know-your-customer or the identification procedure carried out by AMLHUB or by our client on a Subject, including any Identity Check and a Screening Check, as applicable.

Commencement Date means the date the signed Proposal for the software and services is signed and returned.

Confidential Information means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the provision and use of AMLHUB Services. Our Confidential Information includes Intellectual Property owned by us (or our licensors), including the Software. Your Confidential Information includes the Data.

Customer or you means the Reporting Entity entering this Agreement (and you has the corresponding meaning).

Data means all data, content, materials, documents and information (including Personal Information) owned, held, collected, stored, used, created or otherwise handled by you or on your behalf that is stored using, inputted into, or processed by AMLHUB Services, including any Personal Information of a Subject.

Dispute means a claim or dispute which has arisen from or in connection with this Agreement or the AMLHUB Services, save for any claim regarding a failure to pay Fees.

Documentation means the user and technical documentation designed to enable you and your Personnel to properly access and use AMLHUB Services (if any) and includes any update of the documentation.

Electronic check means any checks that may be conducted by us or our clients with respect to a Subject against:

1. politically exposed persons lists;
2. sanctions lists; and
3. publicly available media/press to obtain further information about an individual’s background.
4. Electronic Identity and proof of address checks
5. Other checks required by our software or enabled for our clients to run that facilitate clients in meeting their AML obligations

Feedback has the meaning given to it in clause 8.6.

Fees means the applicable fees set out in any signed Proposal or as agreed otherwise in writing between you and us, as may be updated from time to time in accordance with clause 7.

Force Majeure means an event or circumstance which is beyond the reasonable control of a party, whether or not it was reasonably foreseeable when entering into this Agreement, including:

1. natural catastrophes, strikes, accidents, power failures, acts of war, terrorism, civil or military disturbances; and
2. epidemics, pandemics, COVID-19 and government sanctioned restrictions and orders, and excluding:
3. an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or
4. a lack of funds for any reason.

Government Verification Services means an identity or document verification service provided by or on behalf of a government or government agency.

GST means Goods and Services Tax payable under the AML/CTF Jurisdiction.

Identity Check means an attempt to verify a Subject’s identity.

Individual means any natural person, wherever resident.

Intellectual Property Rights includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity.

Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.

IP Claim means a claim that alleges AMLHUB or AMLHUB infringes a third party’s Intellectual Property Rights.

Loss means any liability, claim, proceeding, cost, expense, and loss of any kind.

Objectionable includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.

Order means an order for access to the Services, Support, Technical Services or related services that is executed by Customer and references this Agreement.

Outsourcing means the provision by AMLHUB of know your client on behalf of our client

Party means the parties to the Agreement and “Parties” has a corresponding meaning.

Payment Terms refers to the payment terms including terms relating to payment schedule, payment method, currency, and tax set out in this Agreement or a Proposal.

Permitted Users means any employee or contractor of the Customer or, where the Customer allows an affiliate to use the Service on its behalf in accordance with clause with clause 5.4, means any employee or contractor of that affiliate.

Person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity.

Personal information has the meaning given to it in the Privacy Act.

Personnel includes officers, employees, contractors and agents, but a reference to your Personnel does not include AMLHUB.

Privacy Act means the Privacy Act 1988 (Cth).

Privacy Policy means our privacy policy at https://amlhub.com.au/privacy-policy, as updated by us from time to time

Proposal means any Agreement executed or to be executed by both parties describing the Services to be performed and applicable fees , and may describe applicable milestones, dependencies and other technical specifications or related information..

Reporting Entity means an entity captured by the AML Act and required to meet legislated AML obligations including the requirement to conduct KYC on its customers or clients, as may be defined in the AML/CTF Act.

Services means any service elected by you from those listed and priced in the signed Proposal including but not limited to AMLHUB, outsourcing, consultancy services, AML audit / review service, KYC outsourcing, bespoke projects, assurance and training . The Services excludes any services the Customer is required to perform itself as a Reporting Entity under the AML/CTF Act which are solely the responsibility of the Customer.

Software means the software owned by us (and our licensors) that is used to provide AMLHUB Services.

Start Date means the date that you inform us that you accept the Proposal, set up an account for AMLHUB Services or first access or use AMLHUB Services, whichever is the earlier.

Subjects means the clients/customers of you, on whom we, or you as our client, will conduct KYC in accordance with this Agreement.

Term means the initial term of an Agreement as set out in any Proposal.

Third Party Services means any third party service, website, database or data feed used by us or our service providers to provide Services or Verification Services, including the Government Verification Services.

Underlying Systems means the Software, IT solutions, systems and networks (including software and hardware) used to provide AMLHUB Services, including any third party solutions, systems and networks.

User ID means an identification number for each user that is accessing AMLHUB.

We, us or our means AMLHUB Australia Pty Ltd (AMLHUB).

Website means the internet site at amlhub.com.au, or such other site notified to you by us.

1.2. Words in the singular include the plural and vice versa.

1.3. A reference to a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them.

2. CHANGES

2.1. AMLHUB may modify any part or all of the Agreement by posting a revised version at amlhub.com.au/terms-conditions. The revised version will become effective and binding the next Business Day after it is posted.

2.2. Except for changes to Fees, which is covered in clause 7, if you do not agree with a modification to the Agreement, you must notify us in writing within fourteen (14) days after the revision is posted. If you give us this notice, then the terms of our engagement will continue to be governed by the terms and conditions of the Agreement prior to modification for 3 months or until your next renewal date of your Agreement (whichever is earlier), after which the current terms posted will apply. However, if we can no longer reasonably continue to operate under the terms prior to modification (for example, if the modifications are required by law or result from general product changes), then the Agreement and/or affected Services will terminate upon our notice to you (without prejudice to any obligation of you to pay any Fees owing at termination (see clause 7)).

This Agreement was last updated on 25 August 2025.

3. PROVISION OF AMLHUB SERVICES

3.1. We will use all reasonable commercial endeavours to provide Services set out in any Proposal in accordance with this Agreement and Australian law, exercising reasonable care, skill and diligence. AMLHUB shall:

1. perform the Services in a timely and efficient manner and in accordance with the timeframes set out in clause 4 below and/or the proposal itself and with reasonable care, skill and diligence;
2. comply with all laws and regulations that are applicable to the provision of the Services;
3. comply with all reasonable directions of, and applicable policies and procedures of, the Customer with respect to confidentiality and storage of information as set out in clauses 6.6 and 9 and privacy as set out in our Privacy Policy; and
4. provide the Customer with such information in relation to the Services as the Customer may reasonably require to comply with its legal obligations under the AML/CTF Act.

3.2. Where Electronic Checks are to be conducted in accordance with the Proposal or to facilitate meeting an AML obligation, in accordance with section 37 of the AML/CTF Act, the Customer appoints AMLHUB as its agent for the purposes of carrying out applicable identification procedures or identity verification procedures in respect of the Subject(s) and AMLHUB accepts such appointment.

3.3. Our provision of AMLHUB Services to you is non-exclusive. Nothing in this Agreement prevents us from providing AMLHUB Services to any other Person.

3.4. Subject to clause 3.6, we use all reasonable commercial endeavours to ensure AMLHUB is available on a 24/7 basis. However, it is possible that on occasion AMLHUB may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. We will use all reasonable commercial endeavours to publish on the Website and/or notify you by email advance details of any unavailability.

3.5. Without prejudice to clause 3.4, AMLHUB reserves the right to provide certain of its Services (such as outsourcing) only during Business Days.

3.6. Through the use of web services and APIs, AMLHUB interoperates with a range of third-party service features. For example, the Verification Services, politically exposed persons (PEPs), sanctions and credit file services involve third party service features. We do not make any warranty or representation on the availability of third-party features. If a third-party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make that feature available. To avoid doubt, if we exercise our right to cease the availability of a third-party feature, you are not entitled to any refund, discount or other compensation.

3.7. You warrant to AMLHUB that you have agreed, and undertake to AMLHUB that you will continue to agree going forward, with all Subjects that you are authorised to use outsourced services to undertake the Services (and discharge any other anti-money laundering / counter terrorist financing obligations contained in the AML/CTF Act) and that the Subjects each agree and acknowledge this by virtue of their engagement with you.

3.8. The Customer acknowledges that some of the information provided by AMLHUB may be sourced from third parties and therefore, despite the service level guidelines in Schedule 1, in some circumstances the performance of the Services will be dependent on the performance of those third parties which might be outside the control of AMLHUB. The Customer agrees that AMLHUB shall not be liable to the Customer for any loss the Customer suffers as a result of any such delay.

3.9. During the supply of the Services, we may supply oral, draft or interim advice. These do not represent our final conclusions and no reliance may be placed by you on them. We will not be under any obligation in any circumstances to update our advice, opinion or report for any events occurring after the advice, opinion or report was issued in final form.   The Services are provided to you for the purpose stated in the Proposal. We accept no liability whatsoever to any third party and you will indemnify us against any such third party claim. Any documents issued by us should not be provided to third parties without our prior written consent in each specific instance (except that no consent is required to provide our report to your AML/CTF supervisor on request).

4. YOUR OBLIGATIONS

4.1. You and your Personnel must use the AMLHUB Services in accordance with this Agreement solely for:

1. your own internal business purposes; and
2. lawful purposes.

4.2. You and your Personnel must not resell or make available our AMLHUB Services data to any third party, or otherwise commercially exploit our AMLHUB Services data without our written consent.

4.3. When accessing AMLHUB Services, you and your Personnel must:

1. not impersonate another Person or misrepresent authorisation to act on behalf of others or us;
2. correctly identify the sender of all electronic transmissions;
3. not attempt to undermine the security or integrity of the Underlying Systems;
4. not use, or misuse, AMLHUB Services in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use AMLHUB Services;
5. not attempt to view, access or copy any material or data other than:
   • that which you are authorised to access; and
   • to the extent necessary for you to use AMLHUB Services in accordance with this Agreement; and
6. not attempt to view, access or copy any material to either use AMLHUB Services in a manner, nor transmit, input, or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect, or misleading.
   

4.4. You and your Personnel must:

1. use the AMLHUB app solely in conjunction with AMLHUB;
2. not copy (except for your own back-up purposes), reproduce, translate, decompile, reverse-engineer, resell, modify, vary, sub-license or otherwise deal in the AMLHUB app except to the extent expressly permitted by any law or treaty where that law or treaty cannot be excluded, restricted or modified by this Agreement;
3. ensure that AMLHUB is protected at all times from misuse, damage, destruction or any form of unauthorised use, copying or disclosure;
4. not transfer, assign or otherwise deal with or grant a security interest in the AMLHUB;
5. save with our prior written consent, not transfer, publish, send or share any Subject information provided by us as part of the KYC;
6. ensure that any information provided to us is accurate, complete and not misleading, in each case in any material respects;
7. comply with all applicable laws, including the Privacy Act, and do all other things necessary to legally disclose any Personal Information to us and to enable us to provide our Services in accordance with this Agreement and all applicable laws; and
   1. alleging that our use, collection or possession of any Personal Information provided by you, or obtained on your behalf, breaches Data Protection Laws;
   2. for any acts or omissions by you that result in us being liable for a failure to give notice of an “Eligible Data Breach” (as defined in the Privacy Act) under the Privacy Act;
   3. indemnify us against any Loss arising from any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is Objectionable, incorrect or misleading; and
   4. as a result of, or in connection with:
      • 1. your non-compliance with applicable laws;
        2. a breach by you of the terms of this Agreement; and
        3. any information provided by you, or on your behalf, which is false, misleading or incomplete; and
        4. the indemnities in this clause will include all costs incurred by us in regard to such liability or claim, including legal costs on a solicitor-client basis, and the costs of any expert engaged by us to advise us or assist us in dealing with the claim or liability in any way.

4.4. You may authorise any member of your Personnel to be a Permitted User for so long as they remain a member of your Personnel. You must procure each Permitted User’s compliance with clauses 5.1 to 5.4 and any other reasonable condition notified by us to you and agreed to by you.

4.6. A breach of this Agreement by your Personnel (including, to avoid doubt, a Permitted User) is deemed to be a breach of this Agreement by you.

4.7. You and your Permitted Users must keep your and their User ID secure and:

1. not permit any other Person to use your or their User ID, including not disclosing or providing it to any other Person; and
2. immediately notify us if you become aware of any disclosure or unauthorised use of your or their User ID, by sending an email to support@amlhub.co.nz.

4.8. You are responsible for procuring all licences, authorisations and consents required for you and your Personnel to use AMLHUB, including to use, store and input Data into, and process and distribute Data through, AMLHUB, apart from third party services which form part of AMLHUB.

5. DATA

5.1. You acknowledge that:

1. we require access to the Data to exercise our rights and perform our obligations under this Agreement; and
2. to the extent that this is necessary but subject to clause 9, we may authorise a member or members of our Personnel to access the Data for this purpose.

1. use or access your Data for the purpose of productising or commercialising the Data;
2. use or access your Data for any illegal, immoral, defamatory or unethical purpose, or in any way that breaches your Intellectual Property Rights or any rights of any Person; and
3. distribute, use, copy, reproduce, publish, sell, let, modify, extract or otherwise part with possession of the whole or any part of you Data or relay or disseminate the same to any other party.

1. use your Data and information about your use of AMLHUB Services to generate Analytical Data; and
2. use Analytical Data for our internal research and product development purposes and to conduct statistical analysis and identify trends and insights; and
3. supply Analytical Data to third parties.

Our rights under clause 6.3 above will survive termination of expiry of the Agreement 6.4 Title to, and all Intellectual Property Rights in, Analytical Data is and remains our property.

5.4. You acknowledge and agree that to the extent Data contains Personal Information, in collecting, holding and processing that information through AMLHUB Services, we are acting as your agent for the purposes of the AML/CTF Act. You must obtain all necessary consents from the relevant individual(s) or Subject(s) to enable us to collect, use, hold and process that information in accordance with this Agreement and with applicable law.

5.5. While we will take standard industry measures to back up all Data stored using AMLHUB Services, where practical, you agree to keep a separate back-up copy of all Data uploaded by you onto the AMLHUB.

5.6. You agree that we and our third-party feature providers may store Data (including any Personal Information) in secure servers in various locations globally and may access that Data (including any Personal Information) from time to time in countries in which we each have operations. You agree that we will not be liable for Loss occurring as a result of, or in connection with, any act or omission of such third parties, including as a result of any data breach.

5.7. Data shall be held and retained for the required statutory period 

6. FEES

6.1. You must pay AMLHUB the Fees for the use of AMLHUB Services in accordance with the Payment Terms.

6.2. You must pay the Fees:

1. by the 20th day of the month following the date on which the relevant invoice was raised; and
2. electronically in cleared funds without any set off or deduction except for any disputed part of any invoices.

6.3. All Fees are exclusive of GST.

6.4. We may charge interest on overdue amounts. Interest will be calculated from the due date to the date of payment (both inclusive) at an annual percentage rate equal to the corporate overdraft rate applied by our bank as at the due date plus 2% per annum.

1. continue the suspension of service;
2. require interest to be paid on any amount which is more than 14 days overdue, calculated at the rate of 5% above the overdraft rate that our firm's main trading bank charges us for the period that the invoice is outstanding;
3. require an additional payment of fees in advance or other security before the service is continued; and
4. recover from you in full any costs we incur in seeking to recover the amounts from you, including our own fees and the fees of any collection agency.

6.6. If you have any difficulty in paying any of your accounts, please contact us promptly so that we may discuss payment arrangements: info@amlhub.com.au.

6.7. We may increase or change the Fees by giving at least 14 days’ notice in writing. If you do not wish to pay the increased Fees, you may terminate the Agreement within no less than 5 days’ notice, provided the notice is received by us before the effective date of the Fee increase. If you do not terminate this Agreement you are deemed to have accepted the increased Fees.

6.8. Termination fees will apply in respect of the AMLHUB Services and AMLHUB subscription, from the termination date to the end of the contract term as stated in the Proposal.

6.9. Upon Termination if you require AMLHUB to retain your Data there will be a Fee charged to retain the Data.

7. INTELLECTUAL PROPERTY

7.1. All Intellectual Property Rights in AMLHUB Services, the Website, and all Underlying Systems is and remains our property (and our licensors’ property). You must not contest or dispute that ownership, or the validity of those Intellectual Property Rights. We warrant that the AMLHUB Services and the Website do not infringe the Intellectual Property Rights of any third party and that we have all necessary licences, consents and authorisations for any third party products that we use.

7.2. We indemnify you against any claim or proceeding brought against you to the extent that claim or proceeding alleges that your use of AMLHUB Services and the Website in accordance with this Agreement constitutes an IP Claim. The indemnity is subject to you:

1. Within 14 days notifying us in writing of any IP Claim;
2. making no admission of liability and not otherwise prejudicing or settling the IP Claim, without our prior written consent; and
3. giving us complete authority and information required for us to conduct and/or settle the negotiations and litigation relating to the IP Claim. The costs incurred or recovered are for our account.

1. your breach of this Agreement; and
2. your use of AMLHUB Services or the Website in a manner or for a purpose not reasonably contemplated by this Agreement or otherwise not authorised in writing by us.
   

1. obtain for you the right to continue using the items that are the subject of the IP Claim; or
2. modify, re-perform or replace the items that are the subject of the IP Claim so they become non-infringing; or
3. terminate this Agreement and your right to access and use AMLHUB Services by written notice to you.

1. except as outlined in clause 6 use or access your Data for the purpose of productising or commercialising your Data;
2. use or access your Data for any illegal, immoral, defamatory or unethical purpose, or in any way that infringes your Intellectual Property Rights or any rights of any Subject; and
3. distribute, use, copy, reproduce, publish, sell, let, modify, extract or otherwise part with possession of the whole or any part of your Data or relay or disseminate the same to any other party (other than an affiliate), save where such action is for any purpose solely in connection with the exercise of our rights and performance of our obligations in accordance with this Agreement. You grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, and communicate the Data for any purpose solely in connection with the exercise of our rights and performance of our obligations in accordance with this Agreement.

1. all Intellectual Property Rights in that Feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and
2. we may use or disclose the Feedback for any purpose.

7.7. You acknowledge that AMLHUB Services may link to or use third party services, websites, databases or data feeds. Any link from or use by AMLHUB Services does not imply that we endorse, approve or recommend, or have responsibility for, those services, websites, databases or data feeds or their content or operators. To the maximum extent permitted by law, we exclude all responsibility or liability for those services, websites, databases or data feeds.

8. CONFIDENTIALITY

1. keep confidential at all times the Confidential Information of the other party;
2. effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and
3. disclose the other party’s Confidential Information to its Personnel or professional advisors on a need to know basis only and, in that case, ensure that any Personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, clauses 9.1(a) and 9.1(b).

1. for the purpose of performing a party’s obligations, or exercising a party’s rights, under this Agreement;
2. required by law (including under the rules of any stock exchange);
3. which is publicly available through no fault of the recipient of the Confidential Information or its Personnel;
4. which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or
5. by us if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this clause 9.

9 WARRANTIES

9.1. Each party warrants that it has full power and authority to enter into, and perform its obligations under, this Agreement.

9.2. To the maximum extent permitted by law:

1. Our warranties are limited to those set out in this Agreement, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise (including any warranty under the Australian Consumer Law) are expressly excluded and, to the extent that they cannot be excluded, liability for them is limited to the amount set out in clause 11.1.; and
2. We make no representation concerning the quality of AMLHUB Services and do not promise, warrant or represent that AMLHUB Services will:
   1. meet your requirements or be suitable for a particular purpose, including meeting your AML compliance obligations, fulfil or meet any statutory role or responsibility you may have; or
   2. be secure, free of viruses or other harmful code, interrupted or error free.

1. To the maximum extent permissible by law, the Australian Consumer Law and any other consumer protection legislation does not apply to the business relationship between us; and
2. it is fair and reasonable that the parties are bound by this clause 10.3.

9.4. Where legislation or rule of law implies into this Agreement a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in this Agreement. However, our liability for any breach of that condition or warranty is limited to the amount set out in clause 11.1.

10. LIABILITY

10.1 To the maximum extent permitted by law our maximum aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not exceed the total Fees paid by you in the 12 month period prior to the first event giving rise to liability.

• 1. loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill; or
  2. consequential, indirect, incidental or special damage or loss of any kind; or
  3. claim or Loss which arises in connection with, or as a result of, changes made to the AML/CTF Act or any other applicable legislation or any regulatory guidance; or
  4. for any claim or Loss connected with:
     1. a Third Party Service or the availability of a Third Party Service; or
     2. conduct of the operator of a Third Party Service; or
     3. incompleteness or inaccuracy of any information provided by you, by a data Subject, or by the operator of any Third Party Services or available on any publication of a Third Party Service.

1. to pay the Fees;
2. in relation to any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is Objectionable, incorrect or misleading; or
3. for those matters stated in clause 11.3(a) to 11.3(c).

10.4. Neither party will be responsible, liable, or held to be in breach of this Agreement for any failure to perform its obligations under this Agreement or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under this Agreement, or by the negligence or misconduct of the other party or its Personnel.

10.5. Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with this Agreement or AMLHUB Services.

10.6. We warrant that we hold and will maintain industry appropriate Professional Indemnity & Liability Insurance up to a value of $1,000,000.

11. TERM, TERMINATION AND SUSPENSION

1. starts on the Start Date; and
2. continues until a party gives at least 30 days’ notice stating that this Agreement and your access to and use of AMLHUB Services will terminate on the expiry of the Term (which must be after the 30 day notice period elapsed).

11.2. On the expiry of the Term, this Agreement shall continue in force on a rolling basis for successive 12 month periods (each a Renewal Term), unless either party gives written notice to the other party at least 60 days before the expiry date of the Renewal Term, that it does not wish to renew this Agreement.

• 1. breaches any material provision of this Agreement and the breach is not:
     1. remedied within 10 days of the receipt of a notice from the first party requiring it to remedy the breach; or
     2. capable of being remedied; or
  2. becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.

11.4. Termination of this Agreement does not affect either party’s rights and obligations that accrued before that termination.

11.5. On termination of this Agreement, you must pay all Fees for the provision of AMLHUB Services prior to that termination, including Services which have been provided and have not yet been invoiced to you, and all other amounts due and payable under the remainder of the term of the Proposal (see 7.11 above);

11.6. On termination you agree to promptly return, delete or destroy all Intellectual Property owned by us and our Confidential Information.

11.7. No compensation is payable by us to you or from you to us as a result of termination of this Agreement for whatever reason, and you will not be entitled to a refund of any Fees that you have already paid.

11.8. Except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination of this Agreement but subject to clause 12.9., a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control.

• 1. A copy of any Data stored using AMLHUB Services, provided that you pay fees of providing that copy. On receipt of that request, we must provide a copy of the Data. We do not warrant that the format of the Data will be compatible with any software; and/or
  2. deletion of the Data stored using AMLHUB Services, in which case we must use reasonable efforts to promptly delete that Data.
  3. As per Clause 7.10 clients can retain access to the data for the required statutory period for a data retention fee.

To avoid doubt, we are not required to comply with clause 12.9(a) to the extent that you have previously requested deletion of the Data.

• 1. undermined, or attempted to undermine, the security or integrity of AMLHUB Services or any Underlying Systems;
  2. used, or attempted to use, AMLHUB Services:
     1. for improper purposes; or
     2. in a manner, other than for normal operational purposes, that materially reduces the operational performance of AMLHUB Services;
  3. transmitted, inputted or stored any Data that breaches or may breach this Agreement or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be Objectionable, incorrect or misleading; or
  4. otherwise materially breached this Agreement.

12. ELECTRONIC COMMUNICATION

12.1. We will obtain from you contact details, such as email addresses and telephone numbers. We may provide documents and other communications to you by email (or other electronic means). To avoid any delay in service, you will advise us if any of your contact details change.

12.2. You agree that AMLHUB may provide you from time to time with other information that may be relevant to you, such as newsletters that are relevant to your AML/CTF obligations. At any time, you may request that this not be sent to you.

12.3. You agree that we or our affiliates may provide you from time to time with other information that may be relevant to you, such as newsletters and eZines. At any time you may request that this not be sent to you.

12.4. Subjects are responsible for providing an up-to-date email address to which important AMLHUB communications can be sent, and notifying us of any changes to this email address. We will ensure all reasonable efforts are made to communicate important updates to our clients, but take no responsibility for communications that fail to be delivered due to issues on the client side (e.g. email bounced, firewalls, sent to spam, out of date client information).

13. GENERAL

13.1. No Person other than you and your Personnel, and us have any right to a benefit under, or to enforce, this Agreement.

13.2. For either party to waive a right under this Agreement, that waiver must be in writing and signed by that party.

13.3. We are your independent contractor, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under this Agreement.

13.4. If we need to contact you, we will do so by email. You agree that this satisfies all legal requirements in relation to written You may give notice to us under or in connection with this Agreement by emailing support@amlhub.com.au.

13.5. Clauses which, by their nature, are intended to survive termination of this Agreement, including 8, 9, 11, 12.4 to 12.9 and 15 continue in force.

13.6. If any part or provision of this Agreement is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability, or invalidity. If modification is not possible, the part or provision must be treated for all purposes as severed from this Agreement. The remainder of this Agreement will be binding on you. 

13.7. Subject to clause 2.1, any variation to this Agreement must be in writing and signed by both parties.

13.8. This Agreement and the Proposal set out everything agreed by the parties relating to AMLHUB Services, and supersede and cancel anything discussed, exchanged, or agreed prior to the Start Date. Where there is a conflict between terms / conditions of the Agreement as against those contained in the Proposal, the terms and/or conditions in the Proposal (as applicable) will apply.

13.9. You may not assign, novate, subcontract, or transfer any right or obligation under this Agreement without our prior written consent, that consent not to be unreasonably withheld. You remain liable for your obligations under this Agreement despite any approved assignment, subcontracting or transfer. We may not assign, novate, subcontract, or transfer any right or obligation under this Agreement without your prior written consent, that consent not to be unreasonably withheld. We remain liable for our obligations under this Agreement despite any approved assignment, subcontracting or transfer.

14. Governing Law and Disputes

14.1. This Agreement, and any Dispute, are governed by and must be interpreted in accordance with the laws of New South Wales, Australia. Each party submits to the non- exclusive jurisdiction of the Courts of New South Wales, Australia in relation to any Dispute. No party to this Agreement claiming that a Dispute has arisen may commence court or arbitration proceedings relating to the Dispute, other than a claim for urgent interlocutory relief, unless that party has participated in a mediation in accordance with this clause 15.3.

14.2. Compliance with this clause 15 is a condition precedent to the right of any party to commence litigation or arbitration arising from, or in connection with, the Dispute other than a claim for urgent interlocutory relief.

14.3. A party to this agreement claiming that the Dispute has arisen must give a written notice to the other party specifying the nature of the Dispute (a Notice). The parties must then participate in mediation in accordance with this clause 15.

• 1. the identity of the mediator;
  2. the mediator’s fees; and/or
  3. the process to be followed for the mediation,
     
     then:
  4. IAMA Mediation Rules (or such other rules used by the Resolution Institute in Australia from time to time) will apply to this mediation and will govern the selection of the mediator and the process of the mediation.

1. adopting an honest and genuine approach to resolving the Dispute by discussion;
2. taking steps to clarify or resolve outstanding matters in the Dispute;
3. considering such options for the resolution of the Dispute as may be propounded by the opposing party or mediator;
4. putting forward options for the resolution of the Dispute; and
5. complying with any directions given by the mediator.

• 1. not take any steps to recover its costs in any proceedings arising from or in connection with the Dispute;
  2. consent to orders by the court in which the proceedings are commenced that the proceedings be referred to mediation to be conducted by:
     1. a mediator agreed between the parties; or
     2. if the parties cannot agree within seven days of the order being made, a Registrar of the court; and/or
  3. consent to an order of a court of competent jurisdiction that it will specifically perform and carry out its obligations under clause 15.1.

15. Staff

15.1. You agree that during the provision of the Services, and for the period of six months after, you will not make any offer of employment to any of our directors or employees involved in the provision of the Services, without our prior written consent.

SCHEDULE 1

SUPPLEMENTARY TERMS FOR THIRD PARTY ELECTRONIC VERIFICATION SERVICES

If you use Verification Services provided by us, the terms set out in this Schedule apply along with the terms set out above to your use of those Verification Services.

1. Definitions:

Access Forms means the forms you must complete to obtain access to or use the Verification Services or any Third Party Service, as advised by us from time to time.

Purpose means performing identity and document verification checks for lawful identity verification, fraud prevention and compliance with anti-money laundering and terrorism financing laws purposes, but does not include determining a person’s eligibility for credit or insurance for personal, family or household purposes, employment or a government licence or benefit.

Responsible Agency means a Person or agency appointed by a government or government agency to administer a Government Verification Service.

Verification Transaction means an identity or document verification request submitted using the Verification Services.

2. Terms:

1. You authorise us to seek approval for you to access and use the Verification Services.
2. You acknowledge that you will not be able to access the Verification Services until you have been approved by the relevant third-party service provider and (if applicable) the Responsible Agency.
3. You must, and you must ensure that your Personnel, use the Verification Services solely for the Purpose and in accordance with this Agreement.
4. We and our service providers may keep a record of a limited amount of Personal Information for audit and billing purposes. We and our service providers will delete these records when no longer required for these purposes.
5. Further information on our privacy practices is set out in our Privacy Policy. We can provide you with a copy of our service providers’ privacy policies on request.
6. You must ensure that each individual whose information is provided to us for a Verification Transaction has provided all necessary consents(which must be voluntary and informed) to their information being collected, used, held and processed by us and our service providers for that purpose.
7. The Verification Services do not record or store information entered into them by you, unless otherwise set out in this Agreement, the Proposal or the Documentation. You are solely responsible for retaining copies of verification results and records in accordance with applicable law.
8. The results produced by the Verification Services depend on information contained in or provided by Third Party Services. We are not responsible or liable for any claim or matter connected with:
   1. the Third-Party Services or their availability; or
   2. the completeness, accuracy or the currency of any information contained in or provided by Third Party Services.
9. Failure by you to use the Verification Services in accordance with this Agreement and the Documentation may result in erroneous results. We are not responsible or liable for any Loss which may result from a failure by you to use the Verification Services in accordance with this Agreement and the Documentation.
10. The Verification Services may be varied by our service providers from time to time. If we consider that a variation will result in a material change to the Verification Services, we will use reasonable efforts to give you notice in advance of the change.
11. You and your Personnel must:

    1. ensure the accuracy of information input into the Verification Services;

    2. notify us of any problems encountered in using the Verification Services; and

    3. comply with all laws that apply to use of the Verification Services.