Terms and Conditions

Background

Acis Pty Ltd ACN 131 906 851:
1. provides the Platform; and
2. offers the Services.
Services may be provided by us through various means, including through our Website, Platform or through communication with you.
We have agreed to communicate with you and to provide you with Services and to grant you access to the Platform, on the terms set out in this Agreement.

Acceptance

2.1General
1. You agree to be bound by the terms of this Agreement if you:
  1. create an Acis Account or otherwise access the Platform;
  2. after being provided access to this Agreement (for example, if we have directed you to review the Agreement on our Website), request that we provide Services to you, whether through the Platform, the Website or through any written or verbal communication;
  3. communicate to us either verbally or in writing that you have agreed to be bound by the terms of this Agreement;
  4. accept this Agreement by acceptance of it on the Platform;
  5. communicate with us about any matter; or
  6. otherwise request that we provide to you Services through whatever means.
2. You acknowledge that you have had an opportunity to read and understand the provisions of this Agreement. If you do not agree to be bound by this Agreement, you must not communicate with us or proceed to request that we provide you with Services, or otherwise access the Platform or in another way.
2.2Authority to Instruct
1. If you request that we provide Services (through whatever means) on behalf of a third party (Your Client) (for example, where you are a professional advisor and are requesting we provide Services for the benefit of a client), you represent and warrant to us that:
  1. you are authorised by Your Client to accept this Agreement for and on their behalf;
  2. you have the written authority of Your Client to provide us with instructions for and on their behalf;
  3. you have the written authority of Your Client to authorise us to submit transactions to ASIC, and that written authority complies with all ASIC requirements in respect of such authorities, including:
    1. a written authorisation to submit transactions to ASIC on behalf of Your Client, including the capacity in which you do so;
    2. that you hold all relevant consents from third parties to be directors or members of the company;
    3. that you or Your Client has complied with all regulations about director identification numbers;
    4. disclosure of your service fees as distinct from any statutory fees;
    5. details of how Your Client may contact you;
  4. you will produce any written authority referred to in this clause 2.2(a) promptly and within 5 days of our request;
  5. all information and Data that you provide to us is true and accurate and has been provided to us with the authority and at the instruction of the relevant third party;
  6. you have complied with all applicable AML/CTF Laws and privacy laws in collecting and providing to us any Data relating to Your Client.
2. Any person that accepts this Agreement on your behalf, represents and warrants to us that:
  1. they are authorised to accept this Agreement and to bind you to this Agreement; and
  2. to the extent they purport to accept this Agreement on your behalf and are not authorised to do so, they will be liable in their personal capacity and will indemnify us against any loss, damage, expense or cost suffered as a result of such purported acceptance.

Incorporation of Policies

Please ensure you have read our current policies (Policies), which include our:
1. Legal Services Policy;
2. Privacy Policy;
3. Email Policy;
4. Credit Card Security Policy.
Each of these Policies is incorporated into this Agreement and form part this Agreement.
We may from time to time modify, alter, amend or withdraw any part of our Policies and/or to adopt additional policies that will govern other interactions and transactions with you, without Notice to you (Policy Update).
All Policy Updates will be displayed on the Website or made available through the Platform and will be incorporated into and form part of this Agreement.
By requesting we provide you with Services or communicating with us following a Policy Update, you agree to be bound by the Policy Update.
If you do not agree to a Policy Update you:
1. must provide us with Notice that you do not agree to the Policy Update;
2. acknowledge that we may not be able to provide you with certain Services; and
3. acknowledge that we may terminate your access to the Platform.

Term of Agreement

Where:

you have communicated with us;
you have created an Acis Account on the Platform;
we have created an Acis Account on your behalf; or
you have requested that we provide you with Services through our Website or you instruct us to provide a Service,

this Agreement commences on the first to occur of the date that we first communicate with you or accept instructions from you or provide you with access to the Platform and will continue until terminated.

Acis Accounts

5.1Account Registration

By creating a User Account or instructing us to create one on your behalf (including by requesting through our Website or a request that we provide you with Services), you agree to:
1. not register for more than one User account, create an account on behalf of someone else (other than an Authorised User), or create a false or misleading identity on the Platform;
2. provide all information that we require in order to comply with any ASIC authentication requirements, or other authentication requirements imposed by Law, that we are required to satisfy in order to provide you with Services;
3. not transfer or provide access to your User Account to any other person;
4. procure that each of your Authorised Users do not transfer or provide access to the Authorised User’s Account to any other person;
5. maintain the security of your user identification, password and personal information and any other Confidential Information relating to your User Account;
6. notify us immediately in the event of any known or suspected unauthorised use of your User Account, or any known or suspected breach of security, including loss, theft, or unauthorised disclosure of your password;
7. take responsibility for all purchases and charges resulting from use of your User Account, including unauthorised use prior to you notifying us of such unauthorised use;
8. take the necessary steps to prevent the continuance of any unauthorised use of your User Account by contacting us to change your password; and
9. update and keep your personal information relating to your User Account accurate, including but not limited to your email address, business address, postal address, date of birth and any other contact or personal information that we may require upon the creation of your User Account.
5.2Authorised Users

You agree that:
1. you are responsible for ensuring that your Authorised Users have the appropriate Platform authorisations;
2. you are responsible for procuring that your Authorised Users comply with the terms of this Agreement;
3. to the extent that we suffer any Loss as a result of a breach of this Agreement, any of our Policies or the failure of an Authorised User to comply with an applicable Law, you are jointly and severally liable with that Authorised User for such Loss; and
4. you are responsible for any instructions provided or purchases made by an Authorised User.
5.3Accounts Generally

You acknowledge and agree that access to the Platform and the provision by us of Services through the Platform require proper account establishment. If this does not occur:
1. Services may not be able to be provided, or if they are provided the Services may be adversely affected;
2. you or your Authorised Users may be required to re-establish your Acis Accounts before Services can be provided; and
3. we will not be liable to you for any Loss suffered due to the Services not being provided or due to the Services being adversely affected.

Supply

6.1Diligence

We will provide the Services to you in a professional manner with due care, skill and diligence.
6.2General Service Requests

You agree that:
1. Where you do not have a registered Acis Account but have requested our Services (whether by email, telephone, through our Website or otherwise):
  1. you must:
    1. confirm your acceptance of the terms of this Agreement. However, your continued provision of instructions following your access to this Agreement will be deemed acceptance;
    2. comply with all reasonable directions that we may give from time to time with respect to the provision of Services; and
    3. protect all our Intellectual Property Rights in the Materials from unauthorised access, use, reproduction, adverse treatment and damage; and
  2. you must not:
    1. be involved in any business activity that is unlawful or that we consider would be likely to adversely impact upon our reputation; and
    2. reproduce any of the Materials received as a result of your request for Services without our express written consent. For the avoidance of doubt, this expressly includes the reproduction, without authority, of any written document, agreement, resolution, minute, deed or otherwise that we provide to you.
6.3Acis Account Holders
1. We grant Acis Account holders with access to the Platform on a worldwide, revocable, non-exclusive, sublicensable and non-transferable basis (Licence) on the conditions in clause 6.3(b).
2. The Licence is provided on the following conditions:
  1. you must:
    1. procure that all your Authorised Users, only use the Platform in accordance with the terms of this Agreement;
    2. comply with all reasonable directions that we may give from time to time with respect to your use (or the use of your Authorised Users) of the Platform;
    3. protect all our Intellectual Property Rights in the Platform and Materials from unauthorised access, use, reproduction, adverse treatment and damage;
    4. procure your Authorised Users to maintain the security of:
      1. account log in information; and
      2. all Your Data; and
    5. cooperate with us in remediation of any security breach, unauthorised use or misuse of the Platform and promptly report all matters to us; and
  2. you must not:
    1. be involved in any business activity that is unlawful or that we consider would be likely to adversely impact upon our reputation;
    2. allow or engage any third party to conduct development work on the Platform or any Features;
    3. interfere or disrupt the operation of the Platform nor attempt to do so;
    4. grant access to the Platform to anyone other than Authorised Users, unless we provide you with our written consent;
    5. reproduce any of the Materials received as a result of your request for Services without our written consent. For the avoidance of doubt, this includes the reproduction of any written document, agreement, resolution, minute, deed or otherwise that we provide to you; and
    6. subject to any right under, sections 47B(3), 47C, 47D, 47E or 47F of the Copyright Act, either directly or indirectly, modify, attempt to decompile, cross compile, disassemble, reverse engineer, or use any other means to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform or the Services.
6.4Updates and New Service Offerings
1. We may from time to time modify, alter, amend or withdraw any part of the Services, Platform and the Features, as well as offer New Services. If we determine it to be practical, we will provide Notice of any changes made, prior to the changes taking effect.
2. We may from time to time modify, alter, amend or withdraw any part of the Terms and Conditions . Subject to subclause (e), we will use reasonable endeavours to provide you with Notice of any changes to the Terms and Conditions. Any amendment of the Terms and Conditions (Amendment) will govern other interactions and transactions with you.
3. For the avoidance of doubt, we may make any Policy Update at any time without Notice to you and any Policy Update is not an Amendment for the purposes of this clause.
4. We may also from time to time modify, alter, amend or withdraw any part of this Agreement without Notice due to any change in Law or other advice, directive or requirement imposed by ASIC or other government or non-government entity.
5. We reserve the right to make minor alterations to this Agreement that do not adversely affect your rights and obligations under this Agreement and without Notice. Any change made pursuant to this subclause will apply immediately upon being made.
6. All Amendments will be displayed on our Website or made available through the Platform and will be incorporated into and form part of this Agreement.
7. By requesting we provide you with Services following an Amendment, you agree to be bound by the Amendment.
8. If you do not agree to an Amendment you:
  1. must provide us with Notice that you do not agree to the Amendment;
  2. acknowledge that we may not be able to provide you with certain Services that are impacted by or relate to the Amendment; and
  3. acknowledge that we may terminate your access to the Platform.

Client Responsibilities

7.1Licence
1. You grant us an irrevocable, perpetual, world-wide, sub-licensable, royalty free licence to any Data that you provide to us for the purposes of:
  1. enabling the Platform to receive and process it;
  2. our analysis and delivery of the Services;
  3. enabling us to interact with third-party service providers and integrations; and
  4. enabling our Host to store it,
  5. as well as any other purpose related to our rights or obligations under this Agreement.
2. Title to the Data that you provide remains with you and we do not obtain ownership of any Intellectual Property Rights in Data that you provide.
7.2Systems

You are responsible for obtaining and maintaining all of your Systems.
7.3Your warranties

Without limiting any other provision of this Agreement, you represent, warrant and undertake that you:
1. own or have an unrestricted right to use all Data that is provided to us in whatever form and through whatever medium;
2. where you are a professional adviser, that you have obtained the written authority of your client to provide us with all Data relating to that client and to provide us with instructions on behalf of your client;
3. have the capacity and authority to grant us the licence under clause 7.1(a);
4. have the capacity and authority to enter into and to perform this Agreement;
5. will not upload any harmful code or files to our Platform, or otherwise interfere with or disrupt the Platform or provision of our Services; and
6. have either accepted yourself or had an authorised Representative of yours accept this Agreement and it legally binds you.
7.4Your acknowledgements

You acknowledge and agree that:
1. computer and telecommunications services are not fault free and occasional periods of downtime may occur; and
2. in addition to any other rights or remedies we may have, we may suspend or terminate your access, or the access of any Authorised User, to the Platform at any time and without any liability to you in the event that we are reasonably of the view that either you or an Authorised User is in breach of, or is likely to breach, a provision of this Agreement, or if we suspect your Acis Account has been compromised or accessed by any unauthorised third party, or is likely to be.

AML/CTF and Reliance on Information Supplied by You

We are required to comply with anti-money laundering and counter-terrorism financing laws in Australia. We may request information and documents from you, and from persons associated with you (including beneficial owners and controlling persons), to verify identity, ownership and control and to assess money laundering and terrorism financing risks. You must promptly provide all information and source of funds documentation reasonably requested by us. We may delay, decline or cease providing services or processing transactions where we are unable to satisfy our legal obligations or where required by law. We may rely on customer identification procedures undertaken by another eligible reporting entity where permitted by law. We are not liable for any loss (including indirect or consequential loss) arising from any delay, refusal or cessation of services required to comply with our legal obligations.

8.1Application

This clause applies where you request that we provide Services (through whatever means) on behalf of a third party (Your Client) (for example, where you are a professional advisor and are requesting we provide Services for the benefit of a client).

You acknowledge and agree that:
1. this clause is intended to document the terms of a reliance arrangement for the purposes of AML/ CTF Laws, but reliance will only occur if and to the extent that we determine, in our absolute discretion, to approve you or your organisation for AML/CTF reliance and that the applicable requirements for reliance are satisfied (including our internal requirements and those under the AML/CTF Laws); and
2. we may, in our discretion and subject to this clause, rely on customer identification and verification procedures and KYC Information conducted by you in relation to Your Client, to the extent permitted by AML/CTF Laws.
Reliance is only available where you are subject to AML/CTF Laws or laws of a foreign country that impose customer due diligence and record-keeping obligations substantially equivalent to those required for reliance under AML/CTF Laws. Where you are acting as a direct customer, or are not subject to such obligations, we will not rely on any customer identification or verification conducted by you.
8.2No transfer of responsibility

You (if applicable) and we remain independently responsible for compliance with AML/CTF Laws at all times. Nothing in these terms transfers or limits your or our obligations under the AML/CTF Laws.
8.3Your representations and warranties

Where we elect to rely on customer identification and verification procedures and KYC Information conducted by you in relation to Your Client under this clause, you acknowledge, agree, represent, warrant and undertake that you:
1. are a reporting entity and currently enrolled with AUSTRAC for the purposes of AML/CTF Laws, or are otherwise subject to AML/CTF obligations (or laws of a foreign country that impose customer due diligence and record-keeping obligations substantially equivalent to those required for reliance under AML/CTF Laws);
2. will maintain appropriate AML/CTF systems, controls and procedures, including a compliant AML/CTF program and customer identification, verification and record-keeping processes;
3. have conducted, or will conduct, customer identification and verification using reliable and independent data or information in accordance with AML/CTF Laws;
4. will provide all KYC Information and any other information in your possession or control relevant to Your Client, and will not withhold any information that is material to ML/TF/PF risk or our AML/CTF obligations;
5. will provide all KYC Information collected by you in relation to Your Client before we commence providing the relevant Services, unless AML/CTF Laws permit us to commence providing those Services before completion of initial customer due diligence, in which case you must provide that information within the period permitted by AML/CTF Laws and in any event as soon as reasonably practicable after request;
6. will provide copies of underlying verification data and KYC Information immediately, or as soon as practicable, upon request;
7. will retain all records relating to customer due diligence, KYC Information, verification data, screening, risk assessment, source of funds, source of wealth and reliance for at least the period required by AML/CTF Laws, and in any event for at least 7 years after the end of the relevant business relationship or completion of the relevant occasional transaction;
8. will provide updated KYC Information (including updated screening results) upon request to assist us in meeting our ongoing AML/CTF obligations;
9. will promptly notify us of any changes to Your Client’s information, ownership, control or risk profile, and of any information, matter or circumstance that may indicate increased ML/TF risk, including any discrepancy, inconsistency or concern in relation to Your Client;
10. warrant that all KYC Information provided is accurate, complete and not misleading, and has been obtained in accordance with AML/CTF Laws;
11. have obtained all necessary consents and authority from Your Client to provide KYC Information to us and to act on their behalf;
12. ensure that all KYC Information is collected, used and disclosed in accordance with applicable privacy and data protection laws;
13. will promptly notify us if your regulatory status changes, including if you cease to be enrolled with AUSTRAC, cease to be a reporting entity for the purposes of AML/CTF Laws, or become subject to any regulatory investigation, enforcement action or disciplinary proceedings relevant to your AML/CTF compliance.
8.4Information required to assess reliance

Before we rely on customer identification and verification procedures and KYC Information conducted by you in relation to Your Client under this clause, and at any time on request, you must provide information reasonably required by us to assess whether reliance on you is appropriate, including information about:
1. the nature, size and complexity of your business;
2. the products and services you provide;
3. the kinds of customers to whom you provide services;
4. the delivery channels by which you provide services;
5. the country or countries in which you operate or of which you are resident;
6. your AML/CTF programs, policies, procedures, systems and controls;
7. your customer identification, verification and record-keeping processes;
8. any material outsourcing, agency or third-party arrangements relevant to customer due diligence; and
9. any matter that may affect our assessment of ML/TF/PF risk or our decision to rely on you.
8.5Reliance approval status

We may determine whether you are approved, conditionally approved, suspended or not approved for reliance under this clause.

We may classify your risk level having regard to any matter we consider relevant, including but not limited to your regulatory status, business profile, customer types, countries of operation or residence, delivery channels, AML/CTF systems and controls, prior dealings with us, responsiveness, record-keeping capability and any adverse media, regulatory or disciplinary history.

We may refuse, suspend, restrict or withdraw reliance on you under this clause at any time where we consider that reliance is no longer appropriate, where you do not provide information requested by us, where your regulatory status changes, where deficiencies are identified, or where reliance would be inconsistent with our AML/CTF program, risk appetite or compliance obligations.
8.6Reliance by us

For each of Your Clients, we may, in our absolute discretion, rely on customer identification and verification procedures conducted by you, and KYC information provided by you, but are not obliged to do so.

We may at any time:
1. request additional information or documents;
2. conduct our own customer due diligence, including identification, verification, screening, enquiries and ongoing monitoring;
3. refuse to rely on, or cease relying on, any procedures or information provided by you;
4. require you to provide further information or assistance; or
5. delay, suspend or refuse to provide Services,
where we consider it necessary or appropriate to comply with, or to manage our obligations under, AML/CTF Laws, or to manage ML/TF/PF risk.

Our decision to rely on you may be made on a case-by-case basis having regard to ML/TF/PF risk, the Customer, the Services, the adequacy of the KYC Information provided, and our obligations under AML/CTF Laws. Our use of any information provided by you does not, of itself, constitute reliance for the purposes of AML/CTF Laws.

Where we are not satisfied that any KYC Information or customer identification, verification and screening conducted by you is adequate, reliable or current, we may require additional information and/or conduct our own customer due diligence or customer identification, verification and screening.

We may, at any time, assess and reassess whether reliance on you is appropriate:
1. before first relying on you;
2. at intervals determined by us having regard to ML/TF/PF risk;
3. at least once every 2 years while we continue to rely on you; and
4. whenever there is a significant change in circumstances that may affect whether reliance on you remains appropriate.
You must cooperate with each assessment and reassessment and provide all information, documents, confirmations and records reasonably requested by us for that purpose.
8.7Matter-level reliance confirmation

For each of Your Clients’ matters in respect of which you request that we provide Services and you ask, expect or intend that we rely on customer identification, verification, screening or other KYC Information provided by you, you must provide a matter-level reliance confirmation in the form required by us from time to time.

The matter-level reliance confirmation may be accepted by Acis through platform declaration, order-form checkbox, portal confirmation, email confirmation, uploaded report, KYC report, verification report, screening report, ownership and control summary, matter instruction or other written record accepted by us.

Unless we agree otherwise, the matter-level reliance confirmation must confirm:
1. the identity of Your Client;
2. Your Client’s customer type (individual, company, trust, etc.);
3. the Services requested;
4. your authority to instruct us on behalf of Your Client;
5. Your Client’s authority for you to disclose KYC Information to us;
6. that customer identification and verification has been completed in relation to Your Client;
7. that ultimate beneficial ownership and control of Your Client have been identified and assessed, where applicable;
8. that sanctions, PEP and adverse media screening has been completed in relation to Your Client where required;
9. the nature and purpose of the requested Services;
10. whether any red flag, trigger event, inconsistency, discrepancy or concern has been identified; and
11. that underlying KYC Information, verification data, screening records and related CDD records can be provided to us immediately or as soon as practicable upon request; and
12. such other information, matters or things that we determine in our absolute discretion from time to time.
We may refuse to commence, continue or complete any Services until we have received and assessed the matter-level reliance confirmation and any other information we require in our absolute discretion.
8.8Reliance conditions

We will only rely on customer identification and verification procedures or KYC Information provided by you where we are satisfied, in our absolute discretion, that:
1. you meet the requirements in clause 8.3;
2. the KYC Information is adequate, reliable and current; and
3. reliance is appropriate having regard to ML/TF/PF risk and our obligations under AML/CTF Laws.
8.9Updates to your information

You must, on request, provide us with updated KYC Information, updated verification data, updated screening results and any other information reasonably required by us to undertake ongoing customer due diligence, enhanced customer due diligence, risk assessment, monitoring, investigation, reporting or record-keeping, in relation to you or your organisation.
8.10Audit and verification

You must, upon request, provide evidence of your AML/CTF procedures, compliance measures and record-keeping processes, and cooperate with any reasonable enquiries we make to assess whether reliance on you remains appropriate. This may include providing copies or summaries of relevant policies, procedures, confirmations, records or other information reasonably required by us. For the avoidance of doubt, where we request KYC Information, verification data, source documents, screening results or records used to verify KYC Information, you must provide copies of those materials. A summary will not be sufficient unless we expressly agree in writing.
8.11Confidentiality and tipping-off

You must keep confidential and must not disclose to Your Client or any other person any matter relating to:
1. suspicious activity reporting;
2. suspicious matter assessment;
3. any investigation, enquiry, request, notice, direction or communication from us, AUSTRAC or any regulator or government authority;
4. any decision by us to request further information, conduct further due diligence, delay, suspend, refuse or terminate Services; or
5. any information that may indicate that a suspicious matter report has been, may be or is required to be made,
except to the extent expressly permitted by Law. You must ensure that your Representatives comply with this clause.
8.12Indemnity for AML/CTF Compliance Failures

You agree to indemnify us and to keep us indemnified against any Loss that may be incurred by us arising from or in connection with (directly or indirectly):
1. any failure by you to comply with AML/CTF Laws or this clause;
2. any failure to conduct adequate customer due diligence, including identification, verification or screening;
3. the provision of inaccurate, incomplete or misleading KYC Information; or
4. any act or omission by you that causes us to be in breach of AML/CTF Laws, including any regulatory action, investigation, penalty, cost or expense incurred by us.
8.13No liability for Compliance Actions

We exclude all liability for any Loss arising from any delay, refusal, suspension or termination of services where that action was taken, in good faith, to comply with our obligations under AML/CTF Laws. Nothing in these terms requires us to provide services where we reasonably consider that doing so would be inconsistent with those obligations.
8.14Sharing Permission

You consent to us using and disclosing KYC Information, verification data, screening results, information and related records provided by you under this Agreement within our reporting group for the purposes of customer due diligence, ongoing customer due diligence, enhanced customer due diligence, ML/TF/PF risk assessment, AML/CTF program compliance, reporting, record-keeping and other compliance purposes.
8.15Survival

This clause 8 survives the expiration or termination of this Agreement.

Our responsibilities

9.1General

We will:
1. comply with the Privacy Act 1988 (Cth) and any other applicable privacy Laws in relation to Your Data;
2. provide you and your Authorised Users with reasonable Notice of matters that may significantly impact our ability to deliver Services, including scheduled maintenance to the Website or the Platform that may impact the use and availability of the Website or the Platform;
3. facilitate the storage and hosting of all Data with our Host; and
4. ensure that the Platform and Services will be provided in accordance with:
  1. this Agreement; and
  2. applicable Laws.
9.2Data
1. When processing any Data, we will:
  1. treat Your Data as Confidential Information;
  2. use Your Data in the manner and for the reasons as provided in our Privacy Policy, including as required for our legitimate business purposes;
  3. implement, maintain and enforce appropriate and industry best practice technical and organisational measures to protect Data from any misuse, loss, interference unauthorised access, modification or disclosure;
  4. subject to any third-party hosting issue and applicable Laws until this Agreement is terminated, ensure that you have the ability to access your Data; and
  5. immediately notify you if we become aware of any suspected or actual misuse or loss of, interference with or unauthorised access to, modification of or disclosure of your Data (a Data Breach) or if we are required by Law to disclose any of your Data that you have provided for any reason.
2. For the avoidance of doubt, nothing in this Agreement prevents us from disclosing your Data to any of our third party service providers, or in connection with any merger, sale or reconstruction of our business.

Intellectual property rights

10.1General
1. Each party retains all right, title and interest in and to its pre-existing Intellectual Property Rights.
2. We own all Intellectual Property Rights in the Platform, Services and Materials and nothing in this Agreement affects the Moral Rights in them.
3. For the avoidance of doubt nothing in this Agreement prohibits us from using our Intellectual Property Rights to provide the Services, Platform and Materials to third parties, even if they are the same or substantially the same as those provided to you.
4. For the avoidance of doubt, nothing in this Agreement entitles you to reproduce, without our written authority, any of the Materials that we deliver to you in connection with the provision of Services.
10.2Improvements

You acknowledge and agree that all Intellectual Property Rights in variations, additions and alterations to the Platform, Services and Materials are owned by us, even where suggested or created by you or by any of your Representatives.

Fees, Charges and Payments

11.1Fees
1. In consideration of us providing you with the Services you must pay us the Fees.
2. We reserve the right, at our discretion, to require payment in advance for the delivery of any requested Services.
3. We will provide you with a valid tax invoice for any Fees charged to you for our Services.
4. Card surcharges may apply to Fees paid when using certain payment methods. These surcharges will be notified at the time payment is being made.
5. We will offer surcharge free payment options.
11.2Failure to Pay

If you fail to make payment of all amounts rightfully due and owing to us in accordance with this Agreement, within the time required, we may:
1. immediately suspend your access, and that of your Authorised Users, to the Platform and/or Services;
2. charge interest on the overdue amount at the Default Rate as from the first day that payment is overdue to the date we receive payment in full of all overdue amounts;
3. charge you a reasonable administrative fee at a rate we determine; and/or
4. charge you for all reasonable costs and expenses incurred by us in recovering any outstanding Fees or charges, including legal fees (on a solicitor and own client basis) and court costs, which you must pay upon demand.
11.3Disputed Fee
1. If you dispute any part of a tax invoice you must pay the portion not in dispute and provide Notice to us within 7 days of receiving the tax invoice of your reasons for dispute.
2. Within a reasonable time of receiving the Notice, we will address your reasons for the dispute, to enable a prompt and amicable resolution. If the dispute cannot be resolved within 7 days of our response, then the dispute must be referred to the procedure contained in clause 15.
11.4GST

Unless otherwise expressly stated, all amounts payable for Services provided to you on the Platform or otherwise are inclusive of GST. If GST is imposed on any supply made under or in accordance with the Terms and Conditions and GST has not been accounted for in determining the consideration payable for the supply, then we may recover from you an amount on account of GST.

Confidentiality

12.1Recipient must keep Confidential Information confidential

Each party must:
1. keep confidential all Confidential Information;
2. only use Confidential Information for the purpose of providing or receiving (as the case may be) the Services; and
3. procure that its Representatives comply with sub-clauses 12.1(a) and 12.1(b)
12.2Disclosure exceptions

The obligations in clause 12.1 do not apply:
1. to the extent necessary to enable a party to make any disclosure required by Law;
2. to the extent necessary to enable a party to perform its obligations under this Agreement;
3. in our case, to the extent that we are providing such Confidential Information to our third party service partners to enable us or them to provide services to you, or as a consequence of our provision of our Services, provided such third party service partners observe the same level of confidentiality obligations in respect of such information as set out in this Agreement;
4. where disclosure is required for any quality assurance or insurance purposes;
5. to the extent necessary to take professional (legal or financial) advice;
6. to any disclosure agreed in writing between the parties; or
7. in respect of any portion of the Confidential Information which has entered the public domain other than as a result of a breach of this Agreement.

Termination

13.1Termination

You may terminate this Agreement at any time by deleting your Acis Account and/or ceasing to request that we provide Services.
13.2Ceasing Services

We may refuse or cease to supply Services to you at any time.

We may suspend or refuse to provide Services where you fail to comply with clause 8 or where we are not satisfied that AML/CTF requirements have been met.
13.3Termination for breach

Either party may, without prejudice to its other rights or remedies, terminate this Agreement with immediate effect by Notice to the other party, in the event of:
1. any material breach of the Agreement by the other party which is not remedied within 30 days after the service on the party in default of a written Notice specifying the nature of the breach and requiring it to be remedied; or
2. the other party becoming Insolvent.
13.4Effect of Agreement ending

Upon termination or expiry of this Agreement:
1. we may retain all of your Data, if it is lawful for us to do so;
2. we may destroy, at our sole discretion, all of your Data, unless you instruct us to destroy your Data and it is reasonable and lawful for us to do so;
3. you must pay all outstanding Fees, and other charges due to us under this Agreement;
4. you must, subject to clause 12.2, destroy any Confidential Information that we have provided to you under this Agreement and certify such destruction in writing; and
5. any accrued rights or liabilities of either party or any provision of this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination will not be affected.

Indemnity and liability

14.1Your indemnity

You agree to indemnify us and to keep us indemnified against any Loss that may be incurred by us arising from or in connection with (directly or indirectly):
1. your use of the Website or the Platform;
2. any breach or default by you, your Authorised Users or your Representatives of this Agreement (including any breach of warranty);
3. a negligent act or omission by you, your Authorised Users or your Representatives;
4. the uploading by you of any harmful code or files to our Platform;
5. your failure to comply with any Law;
6. the failure of your Authorised Users or your Representatives to comply with any Law; and
7. any Claim brought against us by any of your clients or any person to whom you have provided your services by means of requesting that we provide the Services.
14.2Our indemnity
1. Subject to clause 14.2(b), we will indemnify you with respect to any Loss suffered as a result of any Claim made against you by a third party proving that the Platform or Services (including the Materials) infringe the Intellectual Property Rights of that third party.
2. We will not be liable to you under clause 14.2(a) if:
  1. you or any of your Authorised Users or Representatives are in breach of this Agreement;
  2. you do not notify us of the third party’s Claim within 5 Business Days after becoming aware of it;
  3. our ability to defend the Claim has been prejudiced by your breach of any of your obligations under this Agreement;
  4. you do not give us reasonable assistance in defending the Claim;
  5. the Claim has arisen as a result of your use of the Platform or the Services in a manner other than as contemplated and intended by this Agreement; or
  6. you do not permit us to have control of the defence of the Claim and all related settlement negotiations, where we have requested to do so.
14.3Exclusion of Consequential Loss
1. To the maximum extent permitted by Law, we will not be liable for any Consequential Loss arising out of this Agreement, the delivery of our Services or the use of the Platform or Services even if we were appraised of the likelihood of such loss or damage occurring.
2. Where you have instructed us to provide Services for the benefit of a third party (such as a professional advisor requesting Services for the benefit of a client), you acknowledge that:
  1. the third party is not a client of Acis and our contractual relationship is with you;
  2. we exclude to the maximum extent permitted by Law, all liability for any Loss that you may suffer as a result of a Claim brought against you by any third party to whom you have provided your services, arising from or as a result of your use of the Platform, our Services and the Materials; and
  3. we exclude to the maximum extent permitted by Law all Loss that you may suffer or incur as a result of your use of the Platform, our Services and the Materials.
14.4Limit of liability
1. Except as expressly provided by this Agreement, the Platform is provided on an “as is” basis without any representation, warranty or guarantee as to quality, condition or fitness for purpose and we do not warrant that the Platform will be free of defect, uninterrupted, accurate, complete, current, stable, bug free, error free or available at any time in respect of its operation.
2. Except in relation to liability for personal injury (including sickness and death) and property damage caused by our negligence, or an infringement of confidentiality or Intellectual Property Rights, our liability in damages in respect of any act or omission of us in connection with our obligations under this Agreement will not exceed the net payment received by us from you in the immediately preceding 12 months from when the cause of action arose.
3. Our liability for any Loss caused by our negligence will be reduced proportionately to the extent that your acts or omissions have contributed to such Loss or damage.
  1. We have no responsibility or liability whatsoever where you have suffered Loss as a result of:
  2. any Data being lost, destroyed or damaged by you, the Platform or a third-party provider of cloud-based storage or hosting;
  3. a failure in the Platform or in the delivery of our Services caused as a result of any third-party hardware or software issue; and
  4. unauthorised access to your account on the Platform by any person using your log in or password details or those of any other person.
4. We exclude all liability for any loss arising from any delay, refusal, suspension or termination of services where that action was taken, in good faith, to comply with our obligations under AML/CTF Laws. Nothing in these terms requires us to provide services where we reasonably consider that doing so would be inconsistent with those obligations.
14.5Disclaimer

You acknowledge and agree that we are a platform service and document provider and, unless expressly stated to the contrary, we do not provide any legal, taxation, accounting, superannuation or other related advice. It is your responsibility to ensure that you are complying with all relevant Laws and have sought and obtained appropriate professional advice.
14.6Exclusion of other Terms
1. Subject to clause 14.6(b), any condition, guarantee or warranty which would otherwise be implied in this Agreement is excluded.
2. Liability for breach of a guarantee conferred by the Australian Consumer Law (other than those conferred by ss 51 to 53 of the Australian Consumer Law) is limited (at our election) to us providing the Services again or the payment of the cost of having the Services supplied again.
14.7Survival

The provisions of this clause 14 survive the termination of this Agreement.

Disputes

If a dispute arises out of or relates to this Agreement, other than in respect of the payment by you to us of Fees for Services, (Dispute) a party to the Agreement may not commence any court or arbitration proceedings relating to the Dispute unless it has complied with this clause, except where the party seeks urgent interlocutory relief.
A party claiming that a Dispute has arisen must give a Notice (Dispute Notice) to the other party or parties to this Agreement specifying the nature of the Dispute. The parties must then negotiate in good faith to resolve the Dispute expeditiously using informal dispute resolution techniques such as mediation, expert evaluation or determination or similar techniques agreed to by them.
If the Parties do not resolve the Dispute within 10 Business Days of receipt of the Dispute Notice (or such further period as agreed in writing by them) any party to the Dispute may refer the Dispute to mediation by a mediator nominated by the President or the nominee of the President for the time being of the Queensland Law Society Incorporated.
Each party must bear its own costs in connection with resolving the Dispute and the Parties must bear equally the costs of any mediator engaged.
Any information or documents disclosed by a party under this clause must be kept confidential and may not be used except to attempt to resolve the dispute.

Notices

Any notices given under or in connection with this Agreement:

must be in legible writing and in English;
must be:
1. in Your case, sent to us at acis@acis.net.au or another email address notified by us to you from time to time; or
2. in our case, if you hold an Acis Account, sent to an Authorised Representative by email or notification within the Platform.
will be deemed to be received by the addressee:
1. if sent by email, at the time that would be the time of receipt under the Electronic Transactions Act 1999 (Cth); or
2. if sent via the Platform at the time it is sent.

Standard provisions

17.1Essential terms

Clause 5, 7, 8, 10 11 and 12 are essential terms of this Agreement.
17.2Uncontrollable event

Neither party is liable for any breach of its obligations under this Agreement to the extent that the breach resulted from any event that is outside the reasonable control of the affected party and could not have been reasonably anticipated or prevented by that party taking reasonable steps or overcome by the exercise of reasonable diligence and at a reasonable cost (including lack of supply, industrial action, fire, flood, riot, war, embargo, civil commotion, pandemic, epidemic or act of God) provided that the affected party:
1. promptly notifies the other party of the event (with appropriate details); and
2. takes all reasonable steps to work around or reduce the effects of the event.
For the avoidance of doubt, nothing in this clause affects your obligation to make a payment to us of any Fees rightfully due and owning for the Services that we have already provided to you.
17.3Assignment
1. We may, without Notice to you, assign, novate or otherwise transfer the benefit of all or any part of this Agreement to any other person or entity.
2. No rights, benefits or liabilities relating to this Agreement may be assigned by you without our prior written consent.
17.4General matters
1. Each person who accepts this Agreement on behalf of a party under a power of attorney declares that he is not aware of any fact or circumstance that might affect his authority to do so under that power of attorney.
2. Unless this Agreement states otherwise, a party may in its absolute discretion, give conditionally or unconditionally or withhold, any consent under this Agreement.
3. This Agreement contains the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this Agreement and has no further effect.
4. Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to this Agreement.
5. This Agreement is governed by the law in force in the Jurisdiction and each party submits to the non-exclusive jurisdiction of the courts of the Jurisdiction, in relation to any proceedings that may be brought at any time relating to this document. Each party irrevocably waives any objection to proceedings being commenced in the Jurisdiction.
6. Where a party is a party in more than one capacity, it is only necessary that the party accept this document once. The initial acceptance will bind the party in all capacities.
7. No right or obligation of any party will merge on completion of any transaction contemplated by this Agreement. Any indemnity given in this Agreement survives the expiry or termination of this Agreement and a party may enforce a right of indemnity at any time, including before it has suffered loss.
8. Each party represents and warrants to each other party that it has the power to enter into and perform its obligations under this Agreement and this Agreement creates valid and binding obligations enforceable in accordance with its terms.
9. Any provision of this Agreement that is illegal, void or unenforceable will be severed without prejudice to the balance of the provisions of this Agreement which remain in force.
10. If a party enters into this document as a trustee of a trust, it warrants that it enters into this document as sole trustee of the trust and it has full power under the relevant trust deed to enter into and perform this document.
11. The non-exercise of or delay in exercising a right of a party will not operate as a waiver of that right, nor does a single exercise of a right preclude another exercise of it or the exercise of other rights. A right may only be waived by Notice signed by the party to be bound by the waiver.

Definitions and Interpretation

18.1Definitions

In this Agreement:

Acis Account means either a User Account, an Authorised User Account, or both, as the context requires.

Agreement means the Terms and Conditions and the Policies.

AML/CTF Laws means all applicable anti-money laundering and counter-terrorism financing laws, including the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) and any associated rules.

Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth).

Authorised User means any person that you have authorised to use the Platform and access the Services and for whom an account has been created for that purpose.

Authorised User Account means an account created to provide access to the Platform by an Authorised User enabling the Authorised User to access the Platform and request Services.

Business Day means a day that is not a Saturday, Sunday or public holiday and on which banks are open for business generally in Brisbane Queensland.

Claim includes a demand, claim, action, dispute or proceeding made or brought by or against the person, however arising and whether present, unascertained, immediate, future or contingent.

Confidential Information means information that is by its nature confidential and/or is designated by a party as confidential or a party knows or ought to know is confidential, other than information which is or becomes public knowledge (otherwise than by breach of this Agreement or any other confidentiality obligation), and includes, without limitation, any Data or other information relevant for AML/CTF compliance purposes.

Corporations Act means the Corporations Act 2001 (Cth).

Copyright Act means the Copyright Act 1968 (Cth).

Consequential Loss means indirect economic loss, loss of income or profit, loss or damages resulting from wasted time, damage to goodwill or business reputation, loss of contract, loss of data, liability under other agreements or to third parties, loss of opportunity or any other special, indirect, remote or punitive loss or damage.

Data means data and information that you have provided to us, whether through the Platform or otherwise, for the purposes of us providing the Services.

Data Breach has the meaning set out in clause 9.2.

Default Rate means the Reserve Bank of Australia Cash Rate plus 2% per annum calculated on daily rests until paid in full.

Features mean template software add-ins and 3rd party integrations available or integrated as a part of the Platform from time to time.

Fees mean all fees payable to us under this Agreement for the provision of Services and includes any expense that we incur on your behalf.

GST means a goods and services tax levied or imposed under the GST Law.

GST Law has the meaning given to it in the A New Tax System (Goods and Development Services Tax) Act 1999 (Cth).

Host means the cloud server host that we have engaged to store all Data.

Insolvent means if a person is insolvent or an insolvent under administration, or has a controller appointed (each as defined in the Corporations Act), are in receivership, in receivership and management, in liquidation, in provisional liquidation, under administration, wound up, subject to any arrangement, assignment or composition, protected from creditors under any statute, dissolved (other than to carry out a reconstruction whilst solvent) or otherwise unable to pay debts when they fall due.

Intellectual Property Rights means all intellectual property rights, including the following rights:
whether or not such rights are registered or capable of being registered.

Improvement has the meaning given in sub clause 9.2.

Jurisdiction means Queensland, Australia.

KYC Information means all information, documents, data and records collected, verified, generated or obtained for the purposes of customer due diligence, customer identification, customer verification, beneficial ownership identification, authority to act, politically exposed person screening, targeted financial sanctions screening, adverse media screening, source of funds, source of wealth, customer risk assessment, ongoing customer due diligence or enhanced customer due diligence under AML/CTF Laws.

Law includes any common law, case law or any statute, rule, regulation, proclamation, ordinance or by-law, present or future, and whether state, federal or otherwise.

Loss includes any damage, loss, cost, liability or expense of any kind and however arising (including as a result of any Claim) including penalties, fines and interest whether prospective or contingent and any amounts that for the time being are not ascertained or ascertainable.

Moral Right means moral rights as defined in the Copyright Act 1968 (Cth).

Materials means any documents, software (including source code and object code versions), instructions, drawings, reports and any other material created, developed, modified or adapted by us and provided to you in connection with the delivery of our Services.

ML/TF/PF risk means the risk of money laundering, terrorism financing or proliferation financing.

New Services means services offered by us in addition to the Services described in this Agreement (including services which extend, alter, improve or add functionality to the Platform).

Notice means a notice given under or in connection with this Agreement that is given in accordance with clause 16.

Platform means our cloud-based software application accessible through the Website and through which we provide Services.

Policy means a policy referred to in clause 3(a).

Representative of a person means an officer, employee, contractor, professional adviser or agent of that person.

Services mean:
System means all computer firmware, middleware, protocols and other computer programs and all computer hardware, peripheral equipment, networks, communications systems and other equipment of whatever nature, used in your receipt of the Services and access to the Platform.

Terms and Conditions means these terms and conditions but excludes a Policy or a Policy Update.

User Account means an account registered with us to enable us to provide you with access to the Platform.

Acis, we, us and our means Acis Pty Ltd ACN 131 906 851 and its associated entities or entities within its reporting group for the purposes of AML/CTF laws, our employees, contractors, agents, officers, and advisers.

Website means our website located at https://www.acis.net.au/ or as updated from time to time.

You (whether capitalised or not) means:
and Your has a corresponding meaning.

Your Client means a third party on whose behalf you engage our Services.
18.2Interpretation

In interpreting this Agreement, unless the context provides otherwise:
18.3Parties