Terms & Conditions

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Terms & Conditions

SUPERCentral Terms & Conditions

Your agreement with us is in three parts:

SECTION 1 - GENERAL TERMS AND CONDITIONS

SECTION 2 - SPECIFIC ADDITIONAL TERMS IF YOU USE ‘ASK.WILL’

SECTION 3 - SPECIFIC ADDITIONAL TERMS IF YOU WANT US TO RELY ON YOUR CLIENT DUE DILIGENCE RELATING TO A MUTUAL CLIENT USING OUR SERVICES

Any provision in the specific additional terms and conditions take precedence over anything to the contrary in the general terms and conditions. Otherwise all three parts are to be read together as much as possible.

SECTION 1 – GENERAL TERMS AND CONDITIONS

ACKNOWLEDGMENT & ACCEPTANCE OF TERMS & CONDITIONS

If you order a product or a training product (both of which being referred to in these terms as ‘product’) or use a product or a training product in any way, you acknowledge and agree that:

a) you have had sufficient chance to read and understand these terms and conditions;

b) you agree to be bound by them as they apply at the time;

c) you have been given the choice of accepting or rejecting them;

d) if you accept them, you may proceed and purchase a product;

e) if you reject them, you will not be able to proceed and purchase a product;

f) you have full power to order a product; and

g) you will be personally liable to us as a result of any order placed for a product.

We agree:

a) to deliver a product on condition that you accept these terms and conditions and pay our fees in the way required; and

b) that this Agreement begins on the day you download a product and ends in accordance with the terms and conditions as outlined in this Agreement.

2. OWNERSHIP OF OUR INTELLECTUAL PROPERTY RIGHTS

2.1 You acknowledge and agree that we own or are the authorised users of all intellectual property rights and know-how in connection with a product and any updates, enhancements, adaptations or new releases of the same.

2.2 You acknowledge and agree that you do not have any proprietary or other rights in any of this intellectual property and know how except as granted to you by us for the sole purpose of using a product under this Agreement.

2.3 You acknowledge and agree to prevent any unauthorised use or copying of all or any part of a product or of our intellectual property by you or any third party and to notify us as soon as you become aware of any such action.

2.4 The delivery of a product constitutes the grant to you of a perpetual non-exclusive non-transferable licence to use the product but is not an assignment of any legal rights in the product all of which are retained by us.

2.5 e-Forms sold via our Website are for the exclusive use of the purchaser in assisting one only of their clients for whom they purchased the e-Form. Training products sold via our Website are for the exclusive use of the purchaser and their officers and employees only. Products may not be on-sold, hired, leased or distributed to any other third party

3. CONFIDENTIALITY

Each party agrees to:

a) keep confidential any information held by the other party that could reasonably be regarded as confidential;

b) use it only for the purposes of this Agreement; and

c) only disclose the confidential information of the other party by consent of the other party or as compelled by the law.

4. YOUR WARRANTIES, INDEMNITIES AND OBLIGATIONS

4.1 You warrant:

a) you will promptly supply the materials and information requested by us in order to use a product and we may assume and rely on the accuracy and completeness of the same unless we have actual knowledge to the contrary;

b) you will not modify the product documents in any way after they have been sent to you without our prior written approval; and

c) at all times during the term of this Agreement you have full power and authority to enter into and perform this Agreement.

4.2 You indemnify us:

a) against any costs, charges, losses, liabilities, damages or expenses reasonably incurred by us arising either directly or indirectly out of, or in connection with:

i. a breach of this Agreement by you;

ii. a failure or delay by you to act on any recommendation made to you by us; or

iii. any act, misuse or omission (including negligence or fraud) of you or one or more of your officers, representatives, agents or contractors;

however, you will not be liable to us to the extent that the cost, charge, loss, liability or expense is caused or contributed to by our default, wilful misconduct or negligence; and

b) against any costs, charges, losses, liabilities, damages or expenses that any of you, your client or third party suffers because:

i. a product is not suitable for its intended purpose or circumstances;

ii. you fail to obtain professional advice;

iii. the answers you provide to questions asked of you when using a product were inaccurate or incomplete; or

iv. you modify the e-Form document after it was provided to you.

4.3 You warrant and represent that you have not relied on any representations made by us which are not set out in this Agreement.

5. LIABILITY AND SERVICE DISCLAIMER – WHAT WE WARRANT

5.1 Under this Agreement, we will:

a) exercise the due care, skill and diligence of a reasonable person in carrying out our functions; and

b) comply with all relevant statutory legislation to the extent that it may concern any of our powers, duties or functions.

5.2 The only terms implied into this Agreement are those which cannot be lawfully excluded. Where this Agreement involves the supply of goods or services which are not of a kind ordinarily acquired for personal, domestic or household use or consumption, our liability for breach of those terms (other than the Australian Consumer Law, as amended from time to time) will be limited, at our option as the case may be, to any one or more of the payment of the cost of supplying the goods or services again or payment of the cost of the goods or services being supplied again.

5.3 Subject to Clause 5.2 and otherwise to the maximum extent permitted by law, our liability to you for all loss or damage suffered or incurred by you in connection with this Agreement (including all loss arising from any breach by us of this Agreement, our negligence or any breach of statute) is limited as follows:

a) we are not and will not be liable to you for any indirect or consequential loss (including loss of profit) or damage suffered or incurred by you, or for any special or punitive damages, in relation to or arising out of the provision of a product, however caused, on any basis of liability, whether in an action in contract, strict liability, tort (including negligence) or otherwise, and whether or not you are aware of the possibility of such damage; and

b) subject to Clause 5.2, our total and entire liability to you for all loss or damage suffered or incurred by you in relation to or arising out of this Agreement, however caused, on any basis of liability, whether in an action in contract, strict liability, tort (including negligence) or otherwise, and whether or not the party has been advised of the possibility of such damage, shall be limited in the aggregate to the fees paid to us by you for a product, less:

i. all GST paid in relation to those Fees; and

ii. all amounts already paid or payable to you by us during that period for any other claims made by you relating to this Agreement; and

c) we are not responsible for any liability, loss, damage or expense that arises directly or indirectly from a problem that occurs by any virus infecting a product;

d) we act as your agent if and when we appoint the law firm trading as TOWNSENDS BUSINESS & CORPORATE LAWYERS to check the documents we assemble for you based on your order and that law firm may be liable for loss, damage or costs you suffer or incur as a result of any incorrect, inappropriate, inaccurate or faulty drafting to which you have not contributed in any way.

6. SUPERCENTRAL NOT CONDUCTING LEGAL PRACTICE

6.1 In purchasing a product, you understand, accept and agree that:

a) all product documents have been prepared by TOWNSENDS BUSINESS & CORPORATE LAWYERS;

b) we are not a law firm, we do not conduct a legal practice, we do not provide legal services, we do not provide legal advice and if anything we communicate to you relates to your legal situation or circumstances then we are communicating it to you as agents for our lawyers;

c) such e-Form documents have not been modified by us other than to complete them as your agent by the addition and insertion of the information provided by you;

d) only you know the purpose for which you intend to use a product document you order and we are not responsible for the choice you make regarding the document you order;

e) we cannot and do not warrant that the use of a product is appropriate or suits your needs; and

f) you must consult with a lawyer and/or other professional adviser for advice concerning the suitability of using a product.

7. THE e-FORM DOCUMENT YOU ORDER DEPENDS ON YOUR ANSWER

7.1 In purchasing a product, you understand, accept and agree that:

a) certain information is included in the product documents as a result of the information you provide to us;

b) you are solely responsible for the information included in the document as a result of the information you provide to us;

c) we are not responsible for any mistakes you make in understanding the questions or how you answer them;

d) we will not be able to provide you with a product if you fail to provide us with the material and information we request from you from time to time and you will release us from all liability for failure to do so in such circumstances; and

e) while we use all reasonable endeavours to protect all material and information at all times, we are not, will not and cannot be responsible for any unauthorised access to the information and your use of the Website is strictly on the basis that you accept all such risk.

8. FEES AND CHARGES

8.1 We may determine from time to time which of the following payment terms apply to the supply of products by us to you or at your direction:

a) credit card or debit card payment immediately prior to supply;

b) EFT to our bank account immediately prior to supply;

c) cash or cheque prior to supply; or

d) payment within 30 days of issue of tax invoice.

When you purchase a product, you agree to comply with the payment terms as determined and advised by us.

8.2 Unless otherwise indicated, our Fees are exclusive of GST.

8.3 You agree that each payment you make for the purchase of a product is non-refundable and non-exchangeable except at our absolute discretion in exceptional circumstances. Any request for a refund must be made to us in writing setting out any information or materials we ask for that we believe are relevant to our decision.

8.4 If we do not receive payment of the Fees, we may assume that you do not wish to purchase a product document and we are under no obligation whatsoever to provide a product document.

8.5 Despite anything else in this Agreement, we reserve the right to amend the fees charges and expenses published in our price list from time to time, without prior notice.

9. COMMUNICATION and NOTIFICATION RULES

9.1 We will send all our communications and notices electronically and we take no responsibility for communications you do not receive for any reason.

9.2 You must keep us continually updated with your current email address.

9.3 You must inform us immediately if any online delivery of a product fails. You must provide all available evidence of the reason for such failure and assist us to rectify such failure. If the failure continues we may choose to re-deliver the product or to credit the purchase price against the purchase by you of a different product. Products which we have deleted from our range of available products cannot be re-delivered.

9.4 No products can be delivered until payment is received and credited to our stated bank account. We may refuse supply of any order at any time without providing any reason therefore in which event any payment will be refunded

10. TERMINATION

10.1 This Agreement continues until such time as the product is delivered and paid for or either party fails to comply with its obligations under this agreement, whichever is the earlier date.

10.2 Termination of this Agreement will not prejudice the rights or liabilities of either party in connection with an act or omission which occurred before its termination.

11. GENERAL

11.1 Nothing in this Agreement constitutes superannuation or legal services or financial product advice to you.

11.2 A party will not be liable for any non-performance of its obligations (except payment) where that non-performance results from matters beyond its reasonable control.

11.3 We may subcontract all or any part of the supply of a product under this Agreement

11.4 We may assign or novate this Agreement to any third party without your consent.

11.5 Unless otherwise specified, this Agreement may only be amended by agreement in writing signed by the parties.

11.6 This Agreement is governed by and must be construed in accordance with the laws of the State of New South Wales and you irrevocably and unconditionally submit to the exclusive jurisdiction of the courts in that jurisdiction.

11.7 Any provision of this Agreement which is invalid or unenforceable in any jurisdiction will, as to that jurisdiction only, be read down or severed to the extent of that invalidity or unenforceability. The remaining provisions of this Agreement which are self-sustaining and capable of separate enforcement without regard to the read down or severed provision in that jurisdiction are and will continue to be valid and enforceable in accordance with their terms. This clause does not apply to a fundamental term of this agreement nor to any clause which, if severed, would materially affect a fundamental term of this agreement.

11.8 In this Agreement unless the contrary intention appears:

1. the singular includes the plural and vice versa;

2. the word "person" includes a firm, a body corporate, an unincorporated association, corporation or government authority or department;

3. words denoting one gender include every gender;

4. where any word or phrase is given a defined meaning any other part of speech or other grammatical form of that word or phrase has a corresponding meaning;

5. where the day on or by which any act matter or thing is to be done is a Saturday, Sunday or a public holiday such act matter or thing may be done on the next day which is not a Saturday, Sunday or public holiday;

6. headings are inserted for convenience and do not affect the interpretation of this Agreement;

7. a reference to a person includes a reference to the person's executors, administrators and successors;

8. a reference to a statute, code or other law includes regulations, proclamations, ordinances, by-laws and other instruments under it and includes all consolidations, amendments, re-enactments or replacements of any of them occurring at any time before or after the date of this Agreement;

9. a reference to this Agreement or another instrument or document includes any amendment, variation, replacement, novation of, supplement to or attachment to this Agreement or that instrument or document;

10. a reference to currency is in Australian dollars; and

11. any attachments and schedules form part of this Agreement.

11.9 These terms and conditions may be varied from time to time. You must review these terms and conditions regularly. You are deemed to have accepted a variation if you continue to use the Website after the variation has been posted onto the Website.

12. DEFINITIONS

In this Agreement, unless the context otherwise requires:

“document” means a document you order which is delivered to you via our Website;

“e-Form” means any document available for purchase from us through the Website and which is referred to on the Website as an e-Form together with any other services which we provide to you which are ancillary to such e-Form

"Fees" means the fees payable under this Agreement calculated on the fees, charges and expenses published on the Website from time to time;

“GST” means Goods and Services Tax as defined in any law regulating GST in Australia and includes A New Tax System (Goods and Services Tax) Act 1999 as amended (“the Act”);

"party" or "parties" means you and/or us as the context suggests;

“professional adviser” means a lawyer, registered tax agent or a licensed financial planner;

“training product” means any product available from the “my e-PD” section of the Website being an educational aid aimed at increasing the knowledge of the user;

"we" and "us" and “SUPERCentral” means SUPERCentral Pty Limited ACN 117 736 160;

"Website" means www.supercentral.com.au and any other website through which we make products available for purchase from time to time; and

"you" means the person using a product, including a person using a product as agent of another person in which case ‘you’ means the agent or the agent’s principal, or both the agent and the agent’s principal.

SECTION 2 - SPECIFIC ADDITIONAL TERMS IF YOU USE ‘ASK.WILL’

SUPERCentral Pty Ltd ACN 117 736 160 (‘we’, ‘us’ or ‘our’ as the context requires) permits its clients to access and use its online service known as Ask.Will™ (the Service) on the terms and conditions that follow.

By using the Service and this website, you acknowledge, confirm and agree that you have read, understood and accepted these Terms and Conditions.

If you do not accept these Terms and Conditions, please do not use the Service.

In accordance with these Terms and Conditions, we grant to you a non-exclusive right to use the Service (Subscription) for as long as you remain up-to-date with the payment of all our Fees (as defined below).

We may modify or discontinue, temporarily or permanently, the Service or any part of it, with or without notice.

1. License

(a) You must not use the Service except in accordance with and as permitted under these Terms and Conditions.

(b) You are fully responsible for the use of the Service by you, your employees, contractors or agents.

2. Term

(a) Your Subscription is for a minimum period of twelve (12) months (Initial Term), starting when you pay the initial instalment of Fees.

(b) After the Initial Term your Subscription becomes monthly unless you convert it to a fixed one year period (with access to discounted Fees) at any time by giving us thirty (30) days written notice.

3. Fees and charges

(a) For your Subscription you must pay the fees set out in our Subscription Order Form and as amended by us from time to time (Fees).

(b) Fees are quoted on an ‘inclusive of GST’ basis.

(d) Fees are debited to your credit card from the date your Subscription commences.

(e) After the Initial Term, Fees for a one year fixed term are payable annually in advance and Fees for a monthly term are payable monthly in advance.

(f) You must pay all Fees up to the date of termination.

(g) We may vary our Fees at any time after the Initial Term expires by giving you not less than thirty (30) days’ notice in writing.

(h) You are not entitled to any refund of any Fees paid prior to termination.

4. Access and use of Service

(a) In order to access the Service we will provide you with a user name(s) and password(s) (Login).

(b) You must not reveal your Login to any other person.

(d) We are not liable for any loss or damage you suffer which arises directly or indirectly from your failure to ensure the security of your account.

(e) You must comply with all applicable laws relating to your Subscription and use of the Service.

(f) You are responsible for, and liable in respect of, the use of the Service by you.

(g) You must at all times take all necessary steps to protect the Service from unauthorised use or other use not permitted under these Terms and Conditions.

(h) Your Subscription permits you to access the Service for use by you only and you are not permitted or authorised to allow any third party to access or use the Service or your Subscription.

(i) You are not permitted to re-sell any documents accessed from the Service.

(j) You acknowledge and agree that you wish to, and we have only authorised you to, use the Subscription to service your clients and the clients of your related entities.

5. Intellectual property

(a) We own or are the authorised licensees of the proprietary information that is on our website and or part of the Service and that proprietary information is protected by applicable intellectual property and other laws, including but not limited to copyright.

(b) You are not authorised to reproduce the Service in part or in full in by any process, electronic or otherwise, in any material form nor to transmit it to any other person nor stored electronically in any other form without our prior written consent except as may be permitted under the Copyright Act 1968 (Cth).

(c) We did not and do not create the documents contained in, or supplied as part of, the Service which documents were and are prepared for, and provided to, us by our solicitors, Townsends Business & Corporate Lawyers, who have granted us a licence to commercially exploit those documents and we warrant that the grant of this Subscription does not breach that licence.

(d) We are not a law firm, we do not provide legal services, we do not conduct a legal practice, we do not provide legal advice and if anything we communicate to you relates to your legal situation or circumstances then we are communicating it to you as agents for our lawyers.

(e) Without our prior written consent in respect of same, you are solely and completely responsible and liable for and in respect of any modification you make to any document accessed or sourced from the Service.

6. Confidentiality

(a) Both you and us agree to keep confidential any information owned by the other that could reasonably be regarded as confidential and to use that information only for the purposes of this agreement.

(b) This obligation will not apply to any information which a recipient already knew before disclosure or information which comes into the public domain (except by breach of confidentiality).

7. Communications

(a) All communications between us must be sent electronically.

(b) We take no responsibility for communications you do not receive for any reason.

8. Warranties and indemnities

(a) You warrant that at all times during the term of this agreement you have full power and authority to enter into and perform this agreement.

(b) We will (a) exercise the due care, skill and diligence of a reasonable person in carrying out our functions under this Agreement and (b) comply with all relevant statutory legislation to the extent that it may concern any of our powers, duties or functions under this agreement.

(c) You indemnify us against any costs, charges, losses, liabilities or expenses reasonably incurred by us arising either directly or indirectly out of, or in connection with (a) a breach of this agreement by you; (b) a failure or delay by you to act on any recommendation made to you by us; or (c) any act, omission (including negligence or fraud) of you or one or more of your employees, contractors, agents or clients.

(d) You will not be liable to us to the extent that any cost, charge, loss, liability or expense is caused or contributed to by our default, wilful misconduct or negligence.

9. Disclaimer

(a) You acknowledge and agree that we are not liable to you for any loss or damages of any kind whatsoever arising as a result of using the Service.

(b) You acknowledge and agree that the Service does not constitute or contain personal or general advice for the purpose of the Corporations Act 2001 (Cth) and no legal advice or accounting advice or services are offered or given by us in connection with the provision of the Service.

(d) We do not warrant that any defects will be found or corrected nor do we warrant the correctness of the Service or that it is fit for a particular purpose or suitable for use in any jurisdiction.

10. Limitation of liability

(a) The only terms implied into this agreement are those which cannot be lawfully excluded.

(b) As this agreement involves the supply of services which are not of a kind ordinarily acquired for personal, domestic or household use or consumption, our liability for breach of these terms will be limited to any one or more of the payment of the cost of supplying the services again or refund of the cost of the services being supplied again.

(c) To the maximum extent permitted by law, our liability to you for all loss or damage suffered or incurred by you in connection with this agreement, the provision of the System (including all loss arising from any breach by us of this agreement, our negligence or any breach of statute) is limited as follows:

(i) we will not be liable to you for any indirect or consequential loss (including loss of profit); or damage suffered or incurred by you or for any special or punitive damages, in relation to or arising out of the provision of the Service, however caused, on any basis of liability, whether in an action in contract, strict liability, tort (including negligence) or otherwise, and whether or not you have been advised of the possibility of such damage; and

(ii) our total and entire liability to you for all loss or damage suffered or incurred by you in relation to or arising out of this agreement, however caused, on any basis of liability, whether in an action in contract, strict liability, tort (including negligence) or otherwise, and whether or not the party has been advised of the possibility of such damage, shall be limited in the aggregate to the fees paid to us by you for the Subscription, less:

- all GST paid in relation to those Fees; and

- all amounts already paid or payable to you by us during that period for any other claims made by you relating to this agreement.

(d) You warrant and represent that you have not relied on any representations made by us which are not set out in this agreement.

(e) We make no warranty as to the fitness-for-purpose of the Service or any document in it and we are not liable in any way to any person for any detrimental effect of any kind caused by, arising out of or in any way relating to the supply, execution, or effect of a document from the Service and you hereby release us from all liability whatsoever.

11. Termination

(a) If the term of your agreement with us is then currently a fixed period of one (1) year either party may terminate your Subscription at any time by giving to the other notice in writing expiring on the last day of the fixed one year term.

(b) If the term of your agreement with us is then currently monthly either party may terminate your Subscription at any time by giving not less than thirty (30) days written notice to the other.

(d) Upon termination your access to the Service is deactivated and you forfeit all your rights to use the Service.

12. Severability

If any part of these Terms and Conditions (which do not constitute a fundamental term of the agreement) are or become illegal, invalid or unenforceable, such part may be severed from the agreement and such part does not affect the validity or enforceability of the remainder of the Terms and Conditions.

13. Assignment

You cannot assign your rights or obligations under these Terms and Conditions.

14. Not entire understanding

Although these Terms and Conditions contain the entire agreement and understanding between the parties (and supersede any prior negotiation, arrangement, understanding or agreement) with respect to the Subscription and its use, the parties acknowledge and agree that you may use other services offered by us or the same services offered by us in other ways in which case these Terms and Conditions do not apply to those other services.

15. Variation

We may amend these Terms and Conditions at any time by giving you not less than thirty (30) days’ notice, in which event you will be bound by such amendments at the expiry of those thirty (30) days unless you advise otherwise.

16. Governing law

These Terms and Conditions are governed by and construed in accordance with the laws in force in the State of New South Wales and the parties irrevocably submit to the jurisdiction of its courts.

17. Notice

To give notice to us you need to send an email to info@supercentral.com.au. To give notice to you we need to send an email to any email address you provide to us. In both cases the email is deemed delivered the day after sending providing the sender has not received a notice of non-delivery in respect of that email from the sender’s email service provider.

SECTION 3 - SPECIFIC ADDITIONAL TERMS IF YOU WANT US TO RELY ON YOUR ANTI-MONEY LAUNDERING CLIENT DUE DILIGENCE RELATING TO A MUTUAL CLIENT USING OUR SERVICES

Background

1.1 The terms and conditions set out under the heading of "Terms and Conditions Relating to Anti-Money Laundering" are called "these AML Terms".

1.2 These AML Terms apply to you if you are an accountant or financial adviser providing us with instructions on behalf of your client.

1.3 These AML Terms take precedence over any other provisions in this Agreement to the contrary unless specifically stated otherwise. In all other respects the provisions of this Agreement apply to these AML Terms.

1.4 In these AML Terms SuperCentral Pty Ltd is called "the Relying Entity" and you are called "the Performing Entity".

1.5 The Relying Entity wishes to rely on CDD undertaken by the Performing Entity in accordance with section 37A of the AML/CTF Act from the Effective Date.

1.6 The Performing Entity agrees to make available CDD information and verification records to enable the Relying Entity to rely upon that CDD in accordance with this Agreement from the Effective Date.

1.7 The parties enter into this Agreement for the purposes of section 37A of the AML/CTF Act and Division 8 of Part 6 of the AML/CTF Rules, as amended, replaced or re-enacted from time to time.

Definitions

2. In this Agreement:

2.1 AML/CTF Act means the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth);

2.2 AML/CTF Laws means the AML/CTF Act, AML/CTF Rules and any applicable guidance, determinations or directions issued by AUSTRAC;

2.3 AML/CTF Rules mean the Anti-Money Laundering and Counter-Terrorism Financing Rules Instrument 2007 (No. 1) and any successor rules;

2.4 AML/CTF Program means the anti-money laundering and counter-terrorism financing program maintained by a party in accordance with applicable AML/CTF Laws, including any policies, procedures, systems and controls relating to CDD, ongoing CDD, record keeping, reporting and risk management.

2.5 AUSTRAC means the Australian Transaction Reports and Analysis Centre.

2.6 Business Day means a day other than a Saturday, Sunday or public holiday in the State or Territory governing this Agreement.

2.7 CDD means customer due diligence.

2.8 Customer Information means all information, documents, data and records collected or obtained in relation to a customer for the purposes of compliance with AML/CTF Laws.

2.9 Designated Service has the meaning given in the AML/CTF Act.

2.10 Effective Date means the date of this Agreement being the date set out at the top of the first page of this Agreement or where these terms are accepted online by the Performing Entity then the date the Performing Entity accepts these terms by effecting their agreement in the relevant electronic manner via the Relying Entity's website.

2.11 Equivalent Foreign Entity means a foreign person that is subject to CDD and record keeping obligations substantially equivalent to those imposed on Reporting Entities under the AML/CTF Act.

2.12 KYC Information means information collected for the purposes of identifying and verifying the identity of a customer, beneficial owner or person acting on behalf of a customer under AML/CTF Laws.

2.13 ML/TF Risk means money laundering, terrorism financing and proliferation financing risk.

2.14 Regulatory Laws means the AML/CTF Laws, the Privacy Act 1988 (Cth) and all other existing and new laws, regulations and rules which may impact upon the parties in connection with this Agreement without limiting the generality of the foregoing includes any applicable ruling, determination or circular of any statutory or other body vested with authority to administer such Regulatory Laws.

2.15 Reliance Activities means the CDD measures described in Schedule 1 which are undertaken by the Performing Entity and may be relied upon by the Relying Entity under section 37A of the AML/CTF Act and Chapter 7 of the AML/CTF Rules.

2.16 Reporting Entity means a reporting entity within the meaning of the AML/CTF Act

2.17 Suspicious Matter means a situation where it is suspected on reasonable grounds that:

2.17.1 information may be relevant to a crime;

2.17.2 a customer, future customer or their agent isn’t who they claim to be; or

2.17.3 a person is planning an ML/TF offence using a Designated Service.

Scope of Reliance

3. The Performing Entity will undertake the Reliance Activities described in Schedule 1 and make the resulting Customer Information available to the Relying Entity in accordance with this Agreement.

4. The Relying Entity may determine, at its discretion, whether reliance is appropriate in any circumstance.

5. The parties acknowledge that under the AML/CTF Laws the Relying Entity is separately liable for carrying out CDD (in addition to any liability of the Performing Entity to do so), notwithstanding any reliance on Customer Information or Reliance Activities undertaken by the Performing Entity under this Agreement.

Performing Entity’s Duties

6. The Performing Entity must:

6.1 comply with AML/CTF Laws including CDD and record keeping obligations;

6.2 maintain appropriate systems, controls and trained personnel;

6.3 expeditiously provide all Customer Information and verification records requested by the Relying Entity regarding the provision of Designated Services by the Relying Party to the relevant customer, or where delayed initial CDD is permitted under AML/CTF Laws, within the applicable timeframe required for completion of delayed initial CDD;

6.4 provide access to, or copies of, verification data and any independent and reliable documents, data or information relied upon to verify the customer’s KYC information:

6.4.1 immediately where reasonably required having regard to the ML/TF Risk, nature of the Designated Service or delivery channel;

6.4.2 within minutes of a request where customers are capable of rapidly conducting higher-risk transactions; and

6.4.3 otherwise as soon as reasonably practicable following a request by the Relying Entity and, in any event, no later than one (1) Business Day after the request.

6.5 maintain records for at least seven (7) years or any longer period required by AML/CTF Laws;

6.6 notify the Relying Entity as soon as practicable if:

6.6.1 it becomes aware of any material deficiency in its CDD systems or controls;

6.6.2 it is subject to any material regulatory investigation, enforcement action or remediation relating to AML/CTF compliance;

6.6.3 there is a material change to its ownership, control or AML/CTF risk profile;

6.6.4 it ceases to be a Reporting Entity or an Equivalent Foreign Entity;

6.6.5 it becomes aware of any actual or suspected AML/CTF breach, Suspicious Matter, sanctions issue or material compliance concern;

6.7 only subcontract any Reliance Activities to a suitably qualified and experienced subcontractor on terms that make that subcontractor liable for their services;

6.8 provide such information and assistance as the Relying Entity reasonably requires to assess the continuing appropriateness of reliance under this Agreement; and

6.9 cooperate with any audit, assessment or regulatory inquiry.

Performing Entities Warranties

7 The Performing Entity warrants that:

7.1 it has authority to enter into this Agreement;

7.2 it is a Reporting Entity or an Equivalent Foreign Entity;

7.3 it maintains an AML/CTF Program that complies with all applicable AML/CTF obligations;

7.4 it maintains CDD and record keeping procedures consistent with those obligations;

7.5 it will promptly notify the Relying Entity of any matter that may reasonably affect the appropriateness of reliance under this Agreement;

7.6 it has the expertise, systems and resources necessary to perform the Reliance Activities;

7.7 Customer Information provided will be accurate and complete to the best of its knowledge; and

7.8 it will comply with AML/CTF Laws.

Privacy and Confidentiality

8 Each party must comply with all Regulatory Laws.

9. The Performing Entity must:

9.1 protect Customer Information against unauthorised access, disclosure or misuse;

9.2 implement appropriate information security measures;

9.3 only use Customer Information for the purposes of this Agreement; and

9.4 promptly notify the Relying Entity of any actual or suspected data breach.

10 Each party must keep confidential all confidential information obtained in connection with this Agreement except:

10.1 as required by law;

10.2 to regulators or the customer's lawyers, accountants and tax advisers; or

10.3 with the prior written consent of the other party.

Record Keeping

11 The Performing Entity must maintain complete and accurate records relating to the Reliance Activities.

12 Records must be retained for at least seven (7) years or any longer period required by AML/CTF Laws.

13 Records must be capable of being reproduced in legible form.

14 The Performing Entity must retain copies of customer identification documents as required by applicable law, as reasonably necessary for the purposes of performing the Reliance Activities or as otherwise authorised by the Relying Entity in writing.

15 Where identification documents are retained, the Performing Entity must ensure that retention documents are securely stored and handled in accordance with applicable privacy laws and AML/CTF Laws.

Fees and Remuneration

16 Unless otherwise agreed, each party will bear their own costs in relation to this Agreement.

Indemnity

17 The Performing Entity indemnifies the Relying Entity against any loss, liability, damage, cost or expense suffered or incurred by the Relying Entity arising from:

17.1 any breach of this Agreement by the Performing Entity;

17.2 any negligent, fraudulent or unlawful act or omission of the Performing Entity;

17.3 any inaccuracy or omission in Customer Information provided by the Performing Entity; or

17.4 any failure by the Performing Entity to comply with AML/CTF Laws.

18 The indemnity in this clause extends to any liability incurred by the Relying Entity arising from any claim under an insurance policy held by the Relying Entity relating to the acts or omissions of the Performing Entity, including:

18.1 any excess or deductible payable by the Relying Entity;

18.2 the amount of any claim where indemnity is denied by the insurer; and

18.3 any amount exceeding applicable insurance policy limits.

19 The indemnity in this clause is continuing and survives termination of this Agreement.

Termination

20 This section of this Agreement commences on the date these terms are accepted by the Performing Party and continues until terminated.

21 Either party may terminate this Agreement on 30 days’ written notice.

22 The Relying Entity may terminate immediately if:

22.1 the Performing Entity breaches AML/CTF Laws;

22.2 the Relying Entity reasonably believes the arrangement creates unacceptable ML/TF risk;

22.3 the Performing Entity suffers a material security or privacy incident; or

22.4 AUSTRAC or another regulator directs or recommends termination.

23 Termination does not affect accrued rights or obligations.

Consequences of Termination

24 On termination, the Performing Entity must promptly provide copies of all relevant records and Customer Information to the Relying Entity.

25 Accrued rights and obligations survive termination.

Disputes

26 Any dispute between the parties which arises out of or in connection with this Agreement or its breach, termination or invalidity (“Dispute”) must be dealt with in accordance with this clause.

27 If there is a Dispute between the parties, then no later than 5 Business Days after a party notifies the other party in writing of a Dispute, the parties must meet and use all reasonable endeavours acting in good faith to resolve the Dispute.

28 If the Dispute is not resolved within 10 Business Days of notification, then either party may request the President of the Law Society of New South Wales, or the President’s nominee, to appoint a mediator to mediate the Dispute.

29 If the Dispute is not resolved within 20 Business Days of the appointment of the mediator and the party has used all reasonable endeavours acting in good faith to resolve the Dispute then that party may commence Court proceedings in relation to the Dispute.

30 No party is prevented from applying to a Court at any stage for urgent injunctive or other interlocutory relief.

General

31 This Agreement constitutes the entire agreement between the parties regarding its subject matter.

32 Any variation to this Agreement must be in writing and signed by both parties.

33 If any provision is unenforceable, the remaining provisions continue in effect.

34 This Agreement is governed by the laws of New South Wales.

35 The parties submit to the exclusive jurisdiction of the courts of New South Wales.

36 Any clause relating to privacy, confidentiality, record keeping, insurance, indemnity, the consequences of termination and disputes survives termination.

Schedule 1 – Scope of Reliance

The Relying Entity may rely on the Reliance Activities undertaken by the Performing Entity in accordance with this Agreement in relation to any customer for whom the Relying Entity elects to rely on such Reliance Activities.

The CDD procedures that may be relied upon include:

Collection of Customer Information.

Verification of customer identity.

Identification and verification of beneficial owners.

Identification and verification of persons acting on behalf of customers.

Collection and verification of information required to satisfy applicable initial CDD obligations under the AML/CTF Act and AML/CTF Rules.

Any enhanced CDD information obtained by the Performing Entity which is relevant to the customer.

The Performing Entity must provide to the Relying Entity:

all KYC information collected in relation to the customer;

information regarding the methods used to verify the customer's identity;

copies of verification records, documents, data and information relied upon;

beneficial ownership information and verification records;

information relating to any person acting on behalf of the customer; and

any other information reasonably required by the Relying Entity to satisfy its obligations under the AML/CTF Act and AML/CTF Rules.