Terms of Service

1. Definitions

In these Terms:

• "Agreement" means these Terms, together with the Privacy Policy and any engagement letter, statement of work, or other arrangement under which LiteAML provides services to you, and any policies we publish and incorporate by reference.
• "AML/CTF Act" means the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) and associated Rules and instruments.
• "Client" or "you" means the individual, business or entity that engages LiteAML for services or uses our website.
• "LiteAML", "we", "us" or "our" means LiteAML Pty Limited (ACN 697 814 216).
• "Services" means the AML/CTF consulting, advisory, training, outsourced compliance operations and related services we provide to the Client, as described in a statement of work, engagement letter, or these Terms.
• "AMLNow Platform" means the AMLNow compliance software-as-a-service platform operated by Intecco Pty Ltd, which LiteAML may use or recommend as part of service delivery. Use of the AMLNow Platform is subject to AMLNow's Terms of Service and is governed by a separate agreement between the Client and Intecco Pty Ltd.
• "Work Product" means reports, assessments, AML program documents, training materials and other deliverables that LiteAML creates for the Client as part of the Services.

2. Our Services

2.1 LiteAML provides AML/CTF consulting and advisory services to help Australian businesses meet their compliance obligations under the AML/CTF Act and related legislation. Our services may include:

• design, implementation and remediation of AML/CTF programs;
• outsourced or embedded compliance operations (AML-as-a-Service);
• advisory and risk assessments;
• staff training and awareness programs; and
• on-demand AML resources and template materials.

2.2 The scope of Services for each engagement is agreed in a separate statement of work or engagement letter. These Terms apply to all Services unless otherwise agreed in writing.

2.3 Where technology is used to support service delivery, we may use or recommend the AMLNow Platform. If we facilitate your access to the AMLNow Platform, you will also enter into a direct agreement with AMLNow (Intecco Pty Ltd) for the use of that platform. Our obligations under these Terms relate only to the consulting services we provide — we are not responsible for the availability or performance of the AMLNow Platform.

4. Client obligations

4.1 You must:

• provide us with accurate, timely and complete information reasonably necessary for us to perform the Services;
• ensure that any information you provide to us, or that we handle on your behalf, is provided lawfully and with all required notices and consents where it relates to third parties;
• co-operate with us reasonably and in good faith;
• use our Services and any Work Product only for lawful purposes and in accordance with these Terms and all applicable laws;
• not use our Services or Work Product to harass, defraud, or unlawfully discriminate against any person; and
• comply with any reasonable instructions or policies we notify you of in connection with the Services.

4.2 If you provide incomplete or inaccurate information, we may be unable to deliver the Services as agreed, and we will not be responsible for any resulting deficiency in the work product.

5. Fees, billing and taxes

5.1 The fees for the Services are as set out in the engagement letter or statement of work. Unless stated otherwise, fees are quoted in Australian dollars and are exclusive of GST and other applicable taxes, which you must pay in addition.

5.2 Invoices are payable within the period specified in the engagement letter (or, if not specified, within 14 days of the invoice date). Fees are non-refundable except as required by law or as expressly agreed in writing.

5.3 We may charge interest on overdue amounts at a reasonable rate and/or suspend the Services if payment is not received after reasonable notice.

5.4 We may vary our fees for future engagements by giving reasonable notice. Fee changes do not apply to confirmed engagements already underway unless agreed.

6. Confidentiality

6.1 Each party may receive confidential information of the other. The receiving party must keep the other party's confidential information confidential, use it only to perform the Agreement, and protect it with at least reasonable care. This does not apply to information that is public (other than through breach), independently developed, or rightfully received from a third party, or to disclosures required by law.

6.2 Your confidential information includes details of your business, your AML/CTF program, your customers and any information you share with us in the course of an engagement. Our confidential information includes our methodologies, templates and fee structures.

6.3 We will treat information about your business that you share with us in strict confidence and will not disclose it to third parties without your consent, except where required by law or as necessary to perform the Services (for example, where we use a sub-contractor, subject to equivalent confidentiality obligations).

7. Intellectual property

7.1 LiteAML's IP. All intellectual property rights in our pre-existing materials, methodologies, tools, templates, frameworks and other know-how remain our property. Where we incorporate them into Work Product, we grant you a non-exclusive, perpetual licence to use that Work Product for your internal business purposes.

7.2 Work Product. Unless otherwise agreed in writing, ownership of Work Product created specifically for you as part of an engagement (such as a bespoke AML program document) vests in you on full payment of the relevant fees. We retain the right to use general knowledge, skills and experience gained through an engagement for other clients, subject to our confidentiality obligations.

7.3 Restrictions. You must not resell, sublicense, publish publicly or represent our Work Product as your own (other than using it as intended in your business) without our prior written consent. You must not use our name, logo or materials in a way that misrepresents our relationship.

7.4 Feedback. If you provide suggestions or feedback about our services, we may use it to improve our offering without restriction or obligation.

8. Privacy and data handling

8.1 We handle personal information in accordance with our Privacy Policy and the Privacy Act. Our Privacy Policy is incorporated into the Agreement.

8.2 Where you provide us with information about third parties (such as your employees or customers) in the course of an engagement, you warrant that you have a lawful basis to provide that information and that providing it to us does not breach any privacy obligation you owe to those individuals.

8.3 If you engage us to assist you in setting up or using the AMLNow Platform, data processed through that platform is handled by AMLNow (Intecco Pty Ltd) in accordance with AMLNow's Privacy Policy. We do not control how the AMLNow Platform stores or processes data and are not responsible for its data practices.

9. Warranties, disclaimers and Australian Consumer Law

9.1 To the maximum extent permitted by law, and subject to section 9.2, we provide our Services using reasonable care and skill. However, we exclude all other warranties, representations, conditions and guarantees not expressly stated in the Agreement, whether express or implied, including any implied warranties of fitness for a particular purpose or that our advice will produce any particular outcome.

9.2 Australian Consumer Law. Nothing in the Agreement excludes, restricts or modifies any guarantee, right or remedy that cannot lawfully be excluded, restricted or modified, including the consumer guarantees under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) ("ACL"). Where the ACL applies and permits us to limit our liability for a breach of a non-excludable guarantee (other than a guarantee under sections 51 to 53 of the ACL), our liability is limited, at our option, to: (a) in the case of services, resupplying the services or paying the cost of having them resupplied.

10. Suspension and termination

10.1 Term. The Agreement commences when you engage us or first use our Services and continues for the duration of the engagement, unless terminated earlier in accordance with these Terms.

10.2 Termination for convenience. Either party may terminate the Agreement or any engagement on reasonable written notice. If you terminate before completion, you must pay for all work performed up to the date of termination.

10.3 Termination for cause. Either party may terminate the Agreement immediately by notice if the other party commits a material breach that is not remedied within 14 days of written notice, or becomes insolvent.

10.4 Effect of termination. On termination, accrued fees remain payable. Provisions that by their nature should survive termination (including sections 3, 6, 7, 9, 11, 12, and 14) survive.

11. Limitation of liability

11.1 Subject to section 9.2 (ACL) and section 11.3, to the maximum extent permitted by law, neither party is liable to the other for any indirect, incidental, special, consequential or punitive loss, or for any loss of profits, revenue, anticipated savings, goodwill, business opportunity, or data, however arising, whether in contract, tort (including negligence), statute or otherwise, even if advised of the possibility.

11.2 Subject to section 9.2 and section 11.3, to the maximum extent permitted by law, our total aggregate liability arising out of or in connection with the Agreement is limited to the total fees paid by you to us for the relevant engagement in the twelve (12) months immediately preceding the event giving rise to the liability (or, where no fees were paid, AUD $100).

11.3 Your responsibility. Without limiting section 3, to the maximum extent permitted by law, we are not liable for any loss, penalty, fine, sanction, enforcement action or other liability suffered or incurred by you or any third party arising from or in connection with: (a) your compliance or non-compliance with the AML/CTF Act or any other law; (b) any decision you make or fail to make in reliance on our advice or work product; (c) information you provided to us that was inaccurate or incomplete; or (d) your use of the AMLNow Platform or any third-party tool.

11.4 Each party must take reasonable steps to mitigate its loss. Liability is reduced to the extent a claiming party caused or contributed to the loss.

12. Indemnity

To the maximum extent permitted by law, you indemnify LiteAML and its officers, employees and contractors against all loss, liability, costs and expenses (including reasonable legal costs) arising out of or in connection with: (a) your breach of the Agreement or applicable law; (b) any information you provided to us that was inaccurate, incomplete or unlawfully supplied; (c) any claim by a third party relating to your AML/CTF compliance activities; and (d) your misuse of our work product or Services. We will notify you of any relevant claim and allow you to participate in the defence.

13. Force majeure

Neither party is liable for any failure or delay to perform (other than a payment obligation) caused by events beyond its reasonable control, including acts of God, natural disasters, failures of telecommunications or third-party infrastructure, cyber-attacks, pandemics, war, or government action.

14. General

14.1 Changes to the Terms. We may update these Terms from time to time. We will publish the updated Terms on our website. Continued use of our Services or website after the stated effective date constitutes acceptance. If you do not agree, you may terminate in accordance with section 10.

14.2 Assignment. You may not assign or transfer the Agreement without our consent. We may assign the Agreement to an affiliate or in connection with a merger, acquisition or sale of assets.

14.3 Notices. We may give notices by email to your registered address. You must send legal notices to legal@liteaml.com.au.

14.4 Entire agreement. The Agreement (including any engagement letter and statement of work) is the entire agreement between the parties about the Services and supersedes all prior representations and agreements. In the event of inconsistency, the order of precedence is: (1) an executed engagement letter or statement of work signed by both parties; (2) these Terms; (3) other incorporated policies.

14.5 No waiver / severability. A failure to enforce a right is not a waiver. If any provision is unenforceable, it is severed and the rest continues in force.

14.6 Relationship. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, employment or agency relationship between LiteAML and the Client.

14.7 No third-party rights, except that our officers, employees and contractors may enforce the limitations and indemnities expressed to benefit them.

15. Governing law and dispute resolution

15.1 The Agreement is governed by the laws of New South Wales, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of New South Wales and the courts competent to hear appeals from them.

15.2 Before commencing proceedings (other than for urgent interlocutory or injunctive relief), a party must first give written notice of the dispute and the parties must attempt in good faith to resolve it, including by senior representatives meeting within 14 days.

16. Contact

LiteAML Pty Limited (ACN 697 814 216)
Email: legal@liteaml.com.au  ·  General: hello@liteaml.com.au
Web: https://liteaml.com.au