AMLHUB Terms of Service Agreement
This Terms of Services Agreement (“Agreement”) is between AMLHUB Services Limited (ASL), and the Customer identified in the Proposal (“Customer”), and is effective as of the Commencement Date. This Agreement allows the Customer access 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 ASL Services and setting up an account with ASL, and
- agree to the Terms of Services Agreement terms and conditions, 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 these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms.
If you do not agree to these Terms, you are not authorised to access and use ASL Services, and must immediately stop doing so.
1.0 Definitions and Interpretation
In this Agreement the following definitions apply:
Act means the Anti-Money Laundering and Counter Financing of Terrorism Act 2009.
Agreement means this Terms of Service Agreement, including all order forms, sections, schedules, and documents incorporated by reference.
AML/CFT Jurisdiction means the jurisdiction indicated as such in the applicable Proposal.
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/CFT Jurisdiction. A business day starts at 8.30am and ends at 5pm.
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 Services Limited (ASL) means the company providing the Service to the Customer.
CDD means Customer Due Diligence or the identification procedure carried out by ASL on a Client, including an Identity Check and a Screening Check, as applicable.
CDD Check means on request from a client we assess the CDD or EDD and advise on completeness. Where incomplete the client should follow up. We do not conduct the CDD in this instance.
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 ASL 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.
Data means all data, content, and information (including personal information) owned, held, used or created by you or on your behalf that is stored using, or inputted into ASL Services.
Documentation means the user and technical documentation designed to enable you and your personnel to properly access and use ASL Services (if any) and includes any update of the documentation.
Enhanced CDD (EDD) means Enhanced Customer Due Diligence as described particularly in sections 22-31 of the Act, and otherwise as necessary under the Act.
Fees means the applicable fees set out in the 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:
- natural catastrophes, strikes, accidents, power failures, acts of war, terrorism, civil or military disturbances; and
- epidemics, pandemics, COVID-19 and government sanctioned restrictions and orders,
- an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or
- a lack of funds for any reason.
GST means Goods and Services Tax payable under the AML/CFT jurisdiction.
Identity Check means an attempt to verify a Client’s identity.
Individual means any natural person, wherever resident.
International Company means a company which is not domiciled in the AML/CFT Jurisdiction.
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.
Loss means any liability, claim, proceeding, cost, expense, and loss of any kind.
New Zealand Privacy Act means the Privacy Act 2020 (New Zealand).
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.
Party means the parties under the Agreement and “Parties” has a corresponding meaning.
Permitted Users means any employee or contractor of the Customer or its Affiliates that Customer allows to use the Service on its behalf in accordance with clause 5.4.
A 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 means information about an identifiable, living person.
Personnel includes officers, employees, contractors and agents, but a reference to your personnel does not include us.
Payment Terms refers to the Payment Terms, Payment Schedule, Payment Method, Currency, and Tax set out in the Terms of Service Agreement or Proposal.
Platform means our SAAS AMLHUB Platform delivered online and by app.
Proposal means an email or proposal document issued by us relating to ASL Services.
Reporting Entity means an entity which is required to conduct CDD on its customers or clients, as may be defined in Applicable Laws.
Software means the software owned by us (and our licensors) that is used to provide ASL Services.
Services means any service elected by you from those listed and priced in the signed Proposal including but not limited to AMLHUB Platform, AMLHUB App, outsourcing, bespoke projects, assurance and training. The Services excludes any services the Customer is required to perform itself as a reporting entity under the Act which are solely the responsibility of the Customer.
Specific Terms refers to the terms contained in the Proposal, and take priority over any other terms in this Agreement.
Statement of Work (SOW) or Proposal means the work or Services referencing this Agreement and executed by both parties describing the Services to be performed, fees and any applicable milestones, dependencies and other technical specifications or related information.
Standard CDD means Standard Customer Due Diligence as described particularly in sections 14-17 of the Act, and otherwise as necessary under the Act.
Start Date or Term means the date that you inform us that you accept the Proposal, set up an account for ASL Services or first access or use ASL Services, whichever is the earlier.
Terms refers to the Terms contained in this Terms of Service Agreement.
Underlying Systems means the Software, IT solutions, systems and networks (including software and hardware) used to provide ASL Services, including any third party solutions, systems and networks.
Verification Services means the verification of the identity of an individual or of a document using ASL Services and Third Party Services.
We, us or our means AMLHUB Services Limited (ASL).
Website means the internet site at www.amlhub.co.nz, or such other site notified to you by us.
Year means a 12-month period starting on the Start Date or the anniversary of that date.
Words in the singular include the plural and vice versa.
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.
2.1 AMLS may modify any part or all of the Agreement by posting a revised version at amlhub.co.nz/terms-service. The revised version will become effective and binding the next business day after it is posted.
2.2 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 your subscription 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 the earlier), after which the current terms posted will apply. However, if we can no longer reasonably provide the subscription to you 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 Subscription Services will terminate upon our notice to you and pay any Fees owing (see clause 7).
These Terms of Service were last updated on 16 October 2023.
3.0 Provision of ASL Services
3.1 We will use best endeavours to provide ASL Services in accordance with these Terms and New Zealand law exercising reasonable care, skill and diligence. ASL shall:
- perform the Services in a timely and efficient manner and in accordance with the timeframes set out in Service Levels Clause 4 below and with reasonable care, skill and diligence.
- comply with all laws and regulations that are applicable to the provision of the Services.
- comply with all reasonable directions of, and applicable policies and procedures of, the Customer with respect to confidentiality, privacy and storage of information as set out in clauses 6, 8, and 9.
- 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 Act.
3.2 In accordance with section 34 of the Act, the Customer appoints ASL to provide the Client with the Services and ASL accepts such appointment.
3.3 Our provision of ASL Services to you is non-exclusive. Nothing in these Terms prevents us from providing ASL Services to any other person.
3.4 Subject to clause 3.6, we use best endeavours to ensure AMLHUB Platform 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 best endeavours to publish on the Website and/or notify you by email advance details of any unavailability.
3.5 Other ASL Services such as outsourcing is available during Business Days.
3.6 Through the use of web services and APIs, AMLS 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 and undertake to ASL that included in your agreements with your clients is authority from the Clients for the Customer to use outsourced services to undertake the Services required under the Act and that the clients agree and acknowledge this by signing their agreement with the you.
3.8 Third Party Services: The Customer acknowledges that some of the information provided by ASL 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 ASL. The Customer agrees that ASL shall not be liable to the Customer for any loss the Customer suffers as a result of any such delay.
4.0 Outsourced Service Levels
4.1 Service Level Timeframes: Unless otherwise defined in service level agreement, the timeframes for the completion of outsourced services will be;
- One Business Day following the receipt of all necessary information
For Customer using Third Party Verification Services, please see Schedule 1.
4.2 Stale and On Hold Case Policy: If there is no response, action or non-cooperation from a client or customer for 15 days then ASL will mark the file as ‘Stale’. The customer will be notified by email of this, and given two working days to respond to our notification. If there is no response or action that can be taken on the file, the file will be closed and invoiced in full in the next invoice period.
If the file has been placed on hold and remains on hold for a period longer that 20 days, the file will be marked as ‘Stale’. The customer will be notified by email of this, and given two working days to respond to our notification. If there is no response or action that can be taken on the file, the file will be closed and invoiced in full in the next invoice period.
4.3 Cancellation Policy: To cancel an outsourced service request you will need to notify ASL via email of this request. Cancelled files will incur a charge, this charge is based on the work completed by ASL. The charge will be advised at the time of cancellation.
5.0 YOUR OBLIGATIONS
5.1 You and your personnel must use of ASL Services in accordance with these Terms solely for:
- your own internal business purposes; and
- lawful purposes (including complying with the Unsolicited Electronic Messages Act 2007 and Privacy Act 2020); and
- not resell or make available our ASL Services data to any third party, or otherwise commercially exploit our ASL Services data without our written consent.
5.2 When accessing ASL Services, you and your personnel must:
- not impersonate another person or misrepresent authorisation to act on behalf of others or us;
- correctly identify the sender of all electronic transmissions;
- not attempt to undermine the security or integrity of the Underlying Systems;
- not use, or misuse, ASL Services in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use ASL Services;
- 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 ASL Services in accordance with these Terms; and
- neither use ASL 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.
5.3 You and your personnel must:
- use the AMLHUB App solely in conjunction with AMLHUB Platform;
- 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 these Terms;
- ensure the AMLHUB Platform and App is protected at all times from misuse, damage, destruction or any form of unauthorised use, copying or disclosure; and
- not transfer, assign or otherwise deal with or grant a security interest in the AMLHUB Platform or App.
5.4 You may authorise any member of your personnel to be a Permitted User. You must procure each Permitted User’s compliance with clauses 5.1 and 5.2 and any other reasonable condition notified by us to you and agreed to by you.
5.5 A breach of any of these Terms by your personnel (including, to avoid doubt, a Permitted User) is deemed to be a breach of these Terms by you.
5.6 You and your Permitted Users must keep your and their User ID secure and:
- not permit any other person to use your or their User ID, including not disclosing or providing it to any other person; and
- immediately notify us if you become aware of any disclosure or unauthorised use of your or their User ID, by sending an email to firstname.lastname@example.org
5.7 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.
5.8 Subject to clause 5, you indemnify us and our personnel 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.
6.1 You acknowledge that:
- we require access to the Data to exercise our rights and perform our obligations under these Terms; and
- 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.
6.2 All Data provided by You pursuant to this Agreement and any results of processing that Data or derived in any way from the Data (excluding Analytical Data) shall at all times remain Your property and shall be considered Your Confidential Information and/or Your Intellectual Property. We will use the Data strictly for the purposes of providing the ASL Services to You. We will not:
- use or access your Data for the purpose of productising or commercialising the Data;
- 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;
- 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.
6.3 You acknowledge and agree that, notwithstanding clause 8.5: in future and only with your prior written permission we may:
- use your Data and information about your use of ASL Services to generate anonymised and aggregated statistical and analytical data (Analytical Data); and
- use Analytical Data for our internal research and product development purposes and to conduct statistical analysis and identify trends and insights; and
- supply Analytical Data to third parties;
- our rights under clause 6.3 above will survive termination of expiry of the Agreement; and
- title to, and all Intellectual Property Rights in, Analytical Data is and remains our property.
6.4 You acknowledge and agree that to the extent Data contains personal information, in collecting, holding and processing that information through ASL Services, we are acting as your agent for the purposes of the New Zealand Privacy Act. You must obtain all necessary consents from the relevant individual to enable us to collect, use, hold and process that information in accordance with these Terms.
6.5 While we will take standard industry measures to back up all Data stored using ASL Services, where practical, you agree to keep a separate back-up copy of all Data uploaded by you onto the AMLHUB.
6.6 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.
6.7 We follow Industry Practice measures to protect the Data against unauthorised or illegal use and disclosure, and to detect the same. This obligation includes advising You of breaches of data security that occur.
7.1 You must pay ASL the Fees for the use of ASL Services.
7.4 You must pay the Fees:
- by the 20th of the month following the date of invoice; and
- electronically in cleared funds without any set off or deduction except for any disputed part of any invoices.
7.5 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.
7.6 If payment is not made then we may suspend the service. If your account is overdue by 20 days we may:
- Continue the suspension of service.
- 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;
- require an additional payment of fees in advance or other security before the service is continued;
- 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.
7.7 We reserve the right to on-charge any collection charges.
7.8 We reserve the right to charge for failed electronic ID verification checks where we have incurred costs.
7.9 If you have any difficulty in paying any of your accounts, please contact us promptly so that we may discuss payment arrangements: email@example.com
7.10 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 and your right to access and use ASL Services in accordance with this clause, you are deemed to have accepted the increased Fees. See section 2.2.
7.11 Termination fees will apply with ASL Services Platform subscription, from the termination date to the end of the contract term as stated in the Proposal.
7.12 Upon Termination if you require ASL to retain your Data there will be a Fee charged to retain the Data.
8.0 INTELLECTUAL PROPERTY
8.1 All Intellectual Property Rights in ASL 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 ASL 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.
8.2 We indemnify you against any claim or proceeding brought against you to the extent that claim or proceeding alleges that your use of ASL Services and the Website in accordance with these Terms constitutes an infringement of a third party’s Intellectual Property Rights (IP Claim). The indemnity is subject to you:
- promptly notifying us in writing of any IP Claim;
- making no admission of liability and not otherwise prejudicing or settling the IP Claim, without our prior written consent; and
- 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.
8.3 The indemnity in clause 8.2 does not apply to the extent that an IP Claim arises from or in connection with:
- your breach of these Terms;
- your use of ASL Services or the Website in a manner or for a purpose not reasonably contemplated by these Terms or otherwise not authorised in writing by us.
8.4 If at any time an IP Claim is made, or in our reasonable opinion is likely to be made, then in defence or settlement of the IP Claim, we may (at our option):
- obtain for you the right to continue using the items that are the subject of the IP Claim; or
- modify, re-perform or replace the items that are the subject of the IP Claim so they become non-infringing; or
- if we cannot achieve the remedies in clauses 8.4a - b, terminate these Terms and your right to access and use ASL Services by written notice to you.
8.5 Title to, and all Intellectual Property Rights in, the Data and your pre-existing Intellectual Property remains your property and shall be considered your Confidential Information. Except as per Clause 6 we will use your Data strictly for the purposes of providing the ASL Services service to You. We will not:
- Except as outlined in clause 6 use or access your Data for the purpose of productising or commercialising your Data;
- 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;
- 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. 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 these Terms.
8.6 If you provide us with ideas, comments or suggestions relating to ASL Services or the Underlying Systems (together feedback):
- 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
- we may use or disclose the feedback for any purpose.
8.7 You acknowledge that ASL Services may link to or use third party services, websites, databases or data feeds. Any link from or use by ASL 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.
9.1 Each party must, unless it has the prior written consent of the other party:
- keep confidential at all times the Confidential Information of the other party;
- effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and
- 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 9.1a and 9.1b
9.2 The obligation of confidentiality in clause 9.1 does not apply to any disclosure or use of Confidential Information:
- for the purpose of performing a party’s obligations, or exercising a party’s rights, under these Terms;
- required by law (including under the rules of any stock exchange);
- which is publicly available through no fault of the recipient of the Confidential Information or its personnel;
- which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or
- 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.
10.1 Each party warrants that it has full power and authority to enter into, and perform its obligations under, these Terms.
10.2 To the maximum extent permitted by law:
- Our warranties are limited to those set out in these Terms, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise (including any warranty under Part 3 of the Contract and Commercial Law Act 2017) 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
- We make no representation concerning the quality of ASL Services and do not promise that ASL Services will:
- 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
- Be secure, free of viruses or other harmful code, interrupted or error free.
10.3 You agree and represent that you are acquiring ASL Services, and accepting these Terms, for the purpose of trade. The parties agree that:
- To the maximum extent permissible by law, the Consumer Guarantees Act 1993 and any other consumer protection legislation does not apply to the business relationship between us; and
- it is fair and reasonable that the parties are bound by this clause 10.3.
10.4 Where legislation or rule of law implies into these Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms. However, our liability for any breach of that condition or warranty is limited to the amount set out in clause 11.1.
11.1 To the maximum extent permitted by law, both parties maximum aggregate liability under or in connection with these Terms or relating to ASL Services, 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.
11.2 Neither party is liable to the other under or in connection with these Terms or ASL Services for any:
- Loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill; or
- consequential, indirect, incidental or special damage or loss of any kind.
11.3 Clauses 11.1 and 11.2 do not apply to limit our liability under or in connection with these Terms for:
- personal injury or death;
- fraud or wilful misconduct; or
- a breach of clauses 8.1 or 9.
11.4 Clause 11.2 does not apply to limit your liability:
- to pay the Fees;
- 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
- for those matters stated in clause 11.3a to 11.3c.
11.5 Neither party will be responsible, liable, or held to be in breach of these Terms for any failure to perform its obligations under these Terms or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under these Terms, or by the negligence or misconduct of the other party or its personnel.
11.6 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 these Terms or ASL Services.
11.7 We warrant that we hold and will maintain Technology and Communication Sectors Professional Indemnity & Liability Insurance up to a value of $1,000,000.
12.0 TERM, TERMINATION AND SUSPENSION
12.1 Unless terminated under this clause 12, these Terms and your right to access and use ASL Services:
- starts on the Start Date; and
- continues until a party gives at least 30 days’ notice on the anniversary of the start date for annual contracts agreed, that these Terms and your access to and use of ASL Services will terminate on the expiry of that notice.
12.2 Either party may, by notice to the other party, immediately terminate these Terms and your right to access and use ASL Services if the other party:
- breaches any material provision of these Terms and the breach is not:
- remedied within 10 days of the receipt of a notice from the first party requiring it to remedy the breach; or
- capable of being remedied; or
- 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.
12.3 Termination of these Terms does not affect either party’s rights and obligations that accrued before that termination.
12.4 On termination of these Terms, you must pay all Fees for the provision of ASL 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 term of the Proposal (see 7.11 above);
12.5 On termination you agree to promptly return, delete or destroy all Intellectual Property owned by us and our Confidential Information;
12.6 No compensation is payable by us to you or from you to us as a result of termination of these Terms for whatever reason, and you will not be entitled to a refund of any Fees that you have already paid.
12.7 Except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination of these Terms but subject to clause 12.8, 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.
12.8 We automatically delete the data 31 days after termination. At any time prior to one month after the date of termination, you may request:
- A copy of any Data stored using ASL 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
- deletion of the Data stored using ASL Services, in which case we must use reasonable efforts to promptly delete that Data.
To avoid doubt, we are not required to comply with clause 12.8a to the extent that you have previously requested deletion of the Data.
12.9 Without limiting any other right or remedy available to us, we may restrict or suspend your access to and use of ASL Services and/or delete, edit or remove the relevant Data if we consider that you or any of your personnel have:
- undermined, or attempted to undermine, the security or integrity of ASL Services or any Underlying Systems;
- used, or attempted to use, ASL Services:
- for improper purposes; or
- in a manner, other than for normal operational purposes, that materially reduces the operational performance of ASL Services;
- transmitted, inputted or stored any Data that breaches or may breach these Terms or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be Objectionable, incorrect or misleading; or
- otherwise materially breached these Terms.
12.10 On the expiry of the Initial 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 Initial Term or a Renewal Term, that it does not wish to renew this Agreement.
13.0 Electronic Communication
We will obtain from you contact details, such as email address 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.
You agree that ASL and its related entity AML Solutions Limited, 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/CFT obligations. At any time, you may request that this not be sent to you.
We may communicate with you and others at times by electronic means. These communications can be subject to interference or interception or inadvertent misdirection or contain viruses or other defects (“corruption”). We do not accept responsibility and will not be liable for any damage or loss caused in connection with the corruption of electronic communication.
Clients 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).
14.1 Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure.
14.2 No person other than you and your personnel, and us has any right to a benefit under, or to enforce, these Terms.
14.3 For either party to waive a right under these Terms, that waiver must be in writing and signed by that party.
14.4 We are your independent contractor, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under these Terms.
14.5 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 these Terms by emailing firstname.lastname@example.org
14.6 These Terms, and any dispute relating to these Terms or ASL Services, are governed by and must be interpreted in accordance with the laws of New Zealand. Each party submits to the non- exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with these Terms or ASL Services.
14.7 Clauses which, by their nature, are intended to survive termination of these Terms, including clauses 8, 9, 11, 12.3 to 12.8 and 14.6 continue in force.
14.8 If any part or provision of these Terms 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 these Terms. The remainder of these Terms will be binding on you.
14.9 Subject to clause 2.1 any variation to these Terms must be in writing and signed by both parties.
These Terms set out everything agreed by the parties relating to ASL Services, and supersede and cancel anything discussed, exchanged, or agreed prior to the Start Date.
14.10 You may not assign, novate, subcontract, or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld. You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer. We may not assign, novate, subcontract, or transfer any right or obligation under these Terms without your prior written consent, that consent not to be unreasonably withheld. We remain liable for our obligations under these Terms despite any approved assignment, subcontracting or transfer.
SUPPLEMENTARY TERMS FOR THIRD PARTY ELECTRONIC VERIFICATION SERVICES
If you use Verification Services as part of ALS, the terms set out in this Schedule apply along with the terms of the above Master Services Agreement to your use of those Verification Services.
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.
Government Verification Service means an identity or document verification service provided by or on behalf of a government or government agency.
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.
Third Party Services means any third party service, website, database or data feed used by us or our service providers to provide the Verification Services, including the Government Verification Services.
Verification Transaction means an identity or document verification request submitted using the Verification Services.
- You authorise us to seek approval for you to access and use the Verification Services.
- 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.
- You must, and you must ensure that your personnel, use the Verification Services solely for the Purpose and in accordance with these Terms.
- You have no rights or interest in the Verification Services. Nothing in these Terms constitutes a licence or grant of any rights to any Intellectual Property Right relating to the Verification Services.
- You may be required to submit personal information to the Verification Services to make use of the Verification Services. We will delete all personal information submitted by you when using the Verification Services when that information is no longer necessary for use of the Verification Services.
- 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.
- You must ensure that each individual whose information is provided to us for a Verification Transaction has provided all necessary consents (Consent) to their information being collected, used, held and processed by us and our service providers for that purpose.
- The Verification Services do not record or store information entered into them by you, unless otherwise set out in these Terms or the Documentation. You are solely responsible for retaining copies of verification results and records in accordance with applicable law.
- 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:
- the Third-Party Services or their availability; or
- the completeness, accuracy or the currency of any information contained in or provided by Third Party Services.
- Failure by you to use the Verification Services in accordance with these Terms 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 these Terms and the Documentation.
- 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.
- You and your personnel must:
- ensure the accuracy of information input into the Verification Services;
- notify us of any problems encountered in using the Verification Services; and
- comply with all laws that apply to use of the Verification Services.
- You authorise us to seek approval for you to access and use the Verification Services.
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