Terms & Conditions

1. Definitions

1. The “Company” refers to AML Cloud Pty Ltd ACN 646 816 471
2. The “Customer” refers to the individual or organisation that creates a user or organisation account on the AML Cloud platform.
3. The “Agreement” refers, collectively, to all the terms, conditions, notices contained or referenced in this document.
4. The “Service” refers, collectively, to all of the product features and capabilities offered within the AML Cloud suite of applications.
5. The “Initial Service Term” refers to the period for which the Customer initially subscribes to the access of the Service.

2. Account Terms

1. Users. Subject to these Terms, you retain ultimate administrative control over your Personal Account and the Content within it.
2. Organisations. The “owner” of an Organisation that was created under these Terms has ultimate administrative control over that Organisation and the Content within it. Within the Service, an owner can manage User access to the Organisation’s data and projects. An Organisation may have multiple owners, but there must be at least one Personal Account designated as an owner of an Organisation. If you are the owner of an Organisation under these Terms, we consider you responsible for the actions that are performed on or through that Organization.

3. Account Security

1. You are responsible for all content posted and activity that occurs under your Account (even when content is posted by others who have Accounts under your Account).
2. You are responsible for maintaining the security of your Account and password. The Company cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
3. You will promptly notify the Company if you become aware of any unauthorized use of, or access to, our Service through your Account, including any unauthorized use of your password or Account.

4. Variation

Except as otherwise permitted by this Agreement, no variation to its terms will be effective unless in writing and signed by both the Company and the Customer.

5. Service Level Terms

Subject to the terms of this Agreement, the Company will use commercially reasonable efforts to provide the Customer the Service in accordance with the Service Level Terms below. Subject to this Agreement, the Company will provide the Customer with reasonable technical support Service in accordance with the Company’s standard practice.

The Company will provide Technical Support to the Customer via both telephone and email on the weekdays during the hours of 9:00 am through 5:00 pm Australian Eastern Standard Time, with the exclusion of Australian Public Holidays (“Support Hours”). The Customer may initiate a helpdesk ticket during Support Hours by email or phone and the Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one to three business days.

During the Term of the agreement under which the Company has agreed to provide the Customer the Service, the Covered Service will provide a Monthly Uptime Percentage of greater than or equal to 99.5%. If the Company does not meet the Monthly Uptime Percentage the Customer will be eligible to receive the Financial Credits described below:

1. For 99.0% - 99.5% the eligible Financial Credit will be 10% of the monthly bill.
2. For 95.0% - 99.0% the eligible Financial Credit will be 25% of the monthly bill.
3. For less than 95.0% the eligible Financial Credit will be 50% of the monthly bill.

In order to receive any of the Financial Credits describe above the Customer must notify the Company Technical Support within thirty days from the time the Customer becomes eligible to receive a Financial Credit.

6. Restrictions and Responsibilities

Except as otherwise permitted by the Copyright Act 1968 (Cth) or agreed to in writing by AML Cloud Pty Ltd, the Customer must not reverse compile, disassemble, remove, release, disclose, reveal, copy, extract, modify or otherwise revers engineer all or any part of the Service or any software, documentation or data related to the Service

The Customer represents, covenants, and warrants that the Customer will use the Service only in compliance with the Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations.

The Customer hereby agrees to indemnify and hold harmless the Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and legal fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from the Customer’s use of the Service. Although the Company has no obligation to monitor the Customer’s use of the Service, the Company may do so and may prohibit any use of the Service in believes may be (or alleged to be) in violation of the foregoing.

The Customer shall be responsible for obtaining and maintaining any equipment and ancillary Service needed to connect to, access or otherwise use the Service, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). The Customer shall also be responsible for maintaining the security of the Equipment, the Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of the Customer account or the Equipment with or without the Customer’s knowledge or consent.

7. Confidentiality and Proprietary Rights

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (referred to as “Proprietary Information” of the Disclosing Party).

Proprietary Information of the Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of the Customer includes non-public data provided by the Customer to the Company to enable the provision of the Service (“Customer Data”).

The Receiving Party agrees:

1. To take reasonable precautions to protect such Proprietary Information, and not to use (except in performance of the Service or as otherwise permitted in this Agreement) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

The Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to the Customer as part of the Service. The Company shall own and retain all right, title and interest in and to (a) the Service, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Service or support, and (c) all intellectual property rights related to any of the foregoing.

Notwithstanding anything to the contrary, the Company shall have the right to collect and analyse data and other information relating to the provision, use and performance of various aspects of the Service and related systems and technologies (including, without limitation, information concerning Customer data and data derived therefrom), and the Company will be free (during and after the term) to (i) use such information and data to improve and enhance the Service and for ther development, diagnostic and corrective purposes in connection with the Service and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.

No rights or licenses are granted except as expressly set out in this Agreement.

8. Payment Fees

The Customer will pay the Company the then applicable fees described in the Pricing section of the Company’s website in accordance with this Agreement (the “Fees”). If the Customer’s use of the Service exceeds the Service Capacity set forth in the Pricing section or otherwise requires the payment of additional fees (per the terms of this Agreement), the Customer shall be billed for such usage and the Customer agrees to pay the additional fees in the manner provided in this Agreement.

The Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or the current renewal term, upon thirty (30) days prior notice to the Customer (which may be sent by email). If the Customer believes that the Company has billed the Customer incorrectly, The Customer must contact the Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.

Inquiries should be directed to the Company’s customer support department. The Company may choose to bill through and invoice, in which case, full payment for invoices issued in any given month must be received by the Company thirty (30) days after the mailing date of the invoice.

Unpaid amounts are subject to an interest charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of the Service.

Where applicable, any goods or Service tax, charge, impost or duty payable in respect of this Agreement or the supply of any goods or service made under or in respect of this Agreement and any other taxes, duties or levies will be paid by the Customer at the then-prevailing rate.

9. Terms and Termination

Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as selected by the Customer when ordering a subscription to the Service through the Company’s website. The Initial Service Term (collectively, the “Term”) shall be automatically renewed for additional periods of the same duration unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of non-payment), if the other party materially breaches any of the terms or conditions of this Agreement. The Customer will pay in full for the Service up to and including the last day on which the Service are provided. Upon any termination, the Company will make Customer Data available to the Customer in a form the Company deems appropriate for a period of thirty (30) days, but thereafter the Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive the termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

10. Warranty and Disclaimer

The Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Service in a manner which minimises errors and interruptions in the Service and shall perform any Implementation Service in a professional and proper manner. Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Company or by third-party providers or because of other causes beyond the Company’s reasonable control, but the Company shall use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption. However, the Company does not warrant that the Service will be uninterrupted or error free; nor does it make any warrant as to the results that may be obtained from use of the Service.

While all due care will be taken, the Company does not warrant that the operation of the Service will be uninterrupted or error free or that any third party components of the Service, will be accurate or error free or that the Service will be compatible with any application, program or software not specifically identified as compatible by the Company.

The Company’s obligation and the Customer’s exclusive remedy during the Term are limited, in the Company’s absolute discretion, to;

1. The Company, at its own expense, using all reasonable endeavours to rectify any non-conformance of the Service by repair (by way of a patch, workaround, correction or otherwise) within a reasonable period of time; or
2. A refund of the Fees paid if, in the Company’s reasonable opinion, it is unable to rectify such non-conformance within a reasonable timescale or at an economic cost, whereupon this Agreement will terminate.

The Customer acknowledges and accepts that it is the Customer’s sole responsibility to ensure that:

1. The facilities and functions of the Service meet the Customer’s requirements;
2. The Service is appropriate for the specific circumstance of the Customer and are within the laws and regulations of the Customer’s jurisdiction;
3. The Service is appropriate for the specific circumstance of the Customer and are within the laws and regulations of the Customer’s jurisdiction;
4. The Company does not purport to provide any legal, taxation or accountancy advice by providing the Service under this Agreement.

The Company will not be liable for any failure of the Service to provide any function not described in the documentation (provided online as part of the Service) or any failure attributable to:

1. Any modification to the Service other than by the Company;
2. Accident, abuse or misapplication of Service by the Customer;
3. Use of the Service with other software or equipment without the Company’s written consent;
4. Use of other than the latest, unaltered current release of the Service;
5. Or use other than in accordance with this Agreement.

If, upon investigation, a problem with the Service is determined not to be the Company’s responsibility, the Company may invoice the Customer immediately for all reasonable costs and expenses incurred by the Company in the course of or in consequence of such investigation.

11. Idemnity

The Customer will at all times indemnify and hold harmless the Company and its officers, employees and agents in respect of any third party claim for any injury, loss, damage or expense occasioned by or arising directly or indirectly from:

1. A breach by the Customer of its obligations under this Agreement;
2. Any wilful, unlawful or negligent act or omission of the of the Customer.

12. Limitation on Liability

The liability of the Company under or in connection with this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise must not exceed the fees paid by the Customer to the Company for the Service under this Agreement in the 12 months prior to the act that gave rise to the liability, in each case, whether or not the Company has been advised of the possibility of such damages.

Neither party is liable to the other party in contract, tort, negligence, breach of statutory duty or otherwise from any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other party of an indirect or consequential nature including any economic loss or other loss of turnover, profits, business or goodwill.