ComplyReady Terms of Service

These Terms of Service (the "Terms") govern your access to and use of the ComplyReady platform, website, and related services (together, the "Service"). ComplyReady is operated by Sandlabs Pty Ltd (ABN 26 678 968 753) ("ComplyReady", "we", "us", "our"). By creating an account, subscribing to, or otherwise using the Service, you (the "Customer", "you", "your") agree to these Terms. If you are entering into these Terms on behalf of an organisation, you confirm you are authorised to bind it.

1. What ComplyReady is — and what it is not

ComplyReady is software that helps Australian reporting entities prepare and maintain their anti-money-laundering and counter-terrorism-financing materials, including risk assessments, AML/CTF programs, training records, customer due diligence records, and reports, under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) (the "AML/CTF Act").

The Service is a tool. It does not constitute, and must not be relied on as, legal, financial, accounting, or other professional advice, and it does not replace your obligation to comply with the AML/CTF Act and any other applicable law. Any content, template, suggestion, or output generated by or through the Service (including content generated with the assistance of artificial intelligence) is general in nature and may not address your particular circumstances. We strongly recommend you obtain independent professional advice as to whether the Service and its outputs are appropriate to your needs and sufficient for your compliance obligations.

2. You remain responsible for your own compliance

You acknowledge and agree that you are the reporting entity (or act for the reporting entity) and that you assume sole responsibility for your compliance with the AML/CTF Act and all other laws that apply to you. In particular:

• you assume sole responsibility for the results obtained from the Service, for the conclusions you draw, and for any decision you make or action you take based on the Service or its outputs;
• you are responsible for determining whether the Service and its outputs are sufficient for your compliance with the AML/CTF Act and for when any compliance activity is required of you;
• you are responsible for reviewing, verifying, and approving all content and outputs before you rely on or act on them; and
• you are responsible for the accuracy and completeness of the information you enter into the Service. Outputs are only as reliable as the information you provide, and we are not responsible for outcomes arising from inaccurate, incomplete, or out-of-date inputs.

We are not your compliance officer, AML/CTF reporting officer, or adviser, and nothing in the Service creates such a relationship.

3. Your account and acceptable use

You are responsible for all activity under your account and for keeping your login credentials secure. You must provide accurate account information and keep it up to date. You must not misuse the Service, including by attempting to gain unauthorised access, interfering with its operation, reverse engineering it (except to the extent this restriction is prohibited by law), reselling it without our consent, or using it in breach of any law.

4. Subscriptions, fees, and payment

Access to paid features requires a subscription. Fees, billing frequency, and plan inclusions are as set out at the point of purchase. Card payments are processed by our payment provider (Stripe); we do not store full card numbers. Unless stated otherwise, fees are in Australian dollars and are non-refundable except as required by law (see section 9). We may change our fees on reasonable notice, with changes taking effect from your next billing period.

5. Intellectual property and your data

We own all intellectual property rights in the Service, including the platform, software, and our templates and materials. We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Service for your internal business compliance purposes during your subscription.

You retain ownership of the data and content you submit to the Service ("Customer Data"), including your risk assessments, programs, records, and the customer due diligence information you enter. You grant us a non-exclusive licence to host, copy, process, and display Customer Data only as needed to provide, secure, and support the Service, and to back it up. That licence ends when your Customer Data is deleted in the ordinary course, subject to backups and to records we are required to retain by law. Our handling of personal information is described in our Privacy Policy.

6. Disclaimer of warranties

To the maximum extent permitted by law, and subject to section 9, the Service is provided on an "as is" and "as available" basis. We make no representations or warranties, express or implied, that:

• the Service or its outputs will be accurate, complete, current, reliable, fit for a particular purpose, or error-free;
• the Service will be uninterrupted, secure, or available at any particular time or location; or
• the Service, or your use of it, will meet or satisfy any regulatory or other legal obligation that applies to you, including under the AML/CTF Act.

To the maximum extent permitted by law, all terms, conditions, and warranties that would otherwise be implied into these Terms are excluded.

7. Limitation of liability

Subject to section 9 (Australian Consumer Law) and section 8 (exceptions):

• to the maximum extent permitted by law, neither party is liable to the other for any indirect or consequential loss, or for any loss of profit, revenue, business, goodwill, anticipated savings, or data, however arising; and
• to the maximum extent permitted by law, our total aggregate liability to you for all claims arising out of or in connection with these Terms or the Service (whether in contract, tort including negligence, under statute, or otherwise) will not exceed the total fees paid by you to us for the Service in the twelve (12) months immediately before the event giving rise to the liability.

8. Exceptions to the cap, and your indemnity

The limitations in section 7 do not apply to liability that cannot be limited or excluded by law, to either party's liability for fraud, or to your obligation to pay fees or to indemnify us under this section.

You indemnify us, and our directors, officers, employees, and contractors, against any claim, liability, loss, cost, or expense (including reasonable legal costs) arising out of or in connection with: (a) your breach of these Terms; (b) your breach of any law, including the AML/CTF Act; (c) your use of the Service or reliance on its outputs; or (d) the Customer Data, including any claim that it infringes another person's rights or breaches their privacy.

9. Australian Consumer Law

Nothing in these Terms excludes, restricts, or modifies any guarantee, right, or remedy you may have under the Competition and Consumer Act 2010 (Cth), the Australian Consumer Law, or any other law, where to do so would be unlawful ("Non-Excludable Rights").

Where the Australian Consumer Law applies and permits us to limit our liability for a failure to comply with a consumer guarantee, our liability for that failure is limited, at our option, to:

• in the case of services, resupplying the services or paying the cost of having the services resupplied; and
• in the case of goods, replacing the goods, supplying equivalent goods, or paying the cost of doing so.

Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled: to cancel your service contract with us; and to a refund for the unused portion, or to compensation for its reduced value. You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.

10. Suspension and termination

You may cancel your subscription at any time, effective at the end of your current billing period. We may suspend or terminate your access if you breach these Terms, fail to pay fees, or use the Service in a way that poses a security or legal risk. On termination, your right to use the Service ends. You are responsible for exporting your Customer Data before termination; after a reasonable period we may delete it, subject to backups and to records either party is required to retain by law (the AML/CTF Act generally requires reporting entities to keep certain records for seven years).

11. Confidentiality

Each party must keep the other's non-public information confidential and use it only as needed to perform or use the Service, except where disclosure is required by law or to professional advisers under a duty of confidence.

12. Privacy

We handle personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles. For full details, see our Privacy Policy.

13. Third-party links

The Service may contain links to other websites or services. We do not endorse and are not responsible for the content, products, services, or privacy practices of those sites, and we are not liable for any loss arising from your use of or reliance on them.

14. Governing law and jurisdiction

These Terms are governed by the laws of New South Wales and the Commonwealth of Australia, and each party submits to the non-exclusive jurisdiction of the courts of New South Wales. The Service is intended for use by reporting entities in Australia and should not be relied on by people in any other country.

15. Changes to these Terms

We may update these Terms from time to time. The current version will always be available on our website with the date it was last updated. If we make a material change, we will take reasonable steps to notify you. Your continued use of the Service after a change takes effect means you accept the updated Terms.

16. Contact us

For questions about these Terms, or to make a complaint about the Service, contact us at hello@sandlabs.com.au. For privacy complaints, see the complaints section of our Privacy Policy.