Terms and Conditions

ANTI MONEY LAUNDERING COMPLIANCE COMPANY LIMITED
TERMS & CONDITIONS

Interpretation
1. The definitions and rules of interpretation in this clause apply in these Conditions.
  Additional Services: any additional services which the Supplier may from time to time agree to provide to the Customer in accordance with these Conditions.
  Authorised Users: those employees, agents, independent contractors and (in the case of certain On-Demand Facilities) clients of the Customer who are authorised by the Customer to use the Services and the Documentation, as further described in clause 2.3(d).
  Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
  Conditions: the conditions set out in this document.
  Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 15.5.
  Customer: the entity subscribing to and/or purchasing use the Services as set out in the registration form submitted to the Supplier via the Website or as otherwise provided to the Supplier in order to receive the Services under these Conditions.
  Customer Data: the data inputted by the Customer, Authorised Users, or theSupplier on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.
  Data Protection Legislation: all applicable data protection and privacy legislation from time to time in force in the UK including the Data Protection Act 2018 (and regulations made thereunder), the UK GDPR (as defined in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018), the Privacy andElectronic Communications Regulations 2003 (SI 2003/2426) as amended; and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
  Documentation: the documents made available to the Customer by the Supplier online via the Website, which sets out a description of the Services and the user instructions for the Services, together with any reports, policies or other documents generated by or for the Customer using the Services.
  Effective Date: the date upon which the Customer’s subscription or access to On- Demand Facilities is activated (as applicable).
  Fees: the fees payable by (or on behalf of) the Customer to the Supplier for (a) the User Subscriptions and On-Demand Facilities as published on the Website from time to time; and (b) the provision of any Additional Services.
  Initial Term: the period of 12 months commencing on the Effective Date or, in the case of a member of a supervisory body or membership organisation, such alternative period as may have been agreed between the Supplier and theCustomer’s membership organisation or supervisory body.
  Normal Business Hours: 9.00 am to 5.30 pm local UK time, each Business Day.
  On-Demand Facilities: the additional facilities, Software and/or Services which the Customer may purchase on demand including: hard copy manuals; customer verification, DBS checks, biometric identity validation tools; and company report credits.
  Renewal Period: the period described in clause 18.2.
  Services: the Subscription Services and/or any On-Demand Facilities, and Additional Services (if any), to be provided by the Supplier to the Customer subject to these Conditions.
  Software: the online software applications provided by the Supplier as part of the Services.
  Subscription Services: the subscription services provided by the Supplier to the Customer subject to these Conditions via the Website or any other website notified to the Customer by the Supplier from time to time, as more particularly described in the Documentation.
  Supplier: Anti Money Laundering Compliance Company Limited registered in England & Wales with company number 4525430.
  Term: the period (or periods) of time referred to in clause 18.2 (with regard to Subscription Services) and clause 18.3 (with regard to On-Demand Services).
  Third-Party Additional Terms: the terms and conditions concerning the certain Third-Party Software as set out in Schedule 2 (as may be amended or replaced from time to time), together with any other terms and conditions issued or required by any Third-Party Software provider from time to time concerning the use by the Customer of the relevant Software.
  Third-Party Software: the third party software made available by the Supplier in connection with one or more of the On-Demand Facilities including the credit verification tool, DBS checks and/or biometric identity validation tool referred to in clauses 8, 9 and 10 respectively.
  User Subscriptions: the user subscriptions purchased by the Customer pursuant to clause 13.1 which entitle Authorised Users to access and use the Subscription Services and the Documentation in accordance with these Conditions.
  Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
  Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
  Website: the Supplier’s website at www.amlcc.com or such other web address notified by the Supplier to the Customer from time to time.
2. The Schedules form part of these Conditions and shall have effect as if set out in full in the body of these Conditions. Any reference to these Conditions includes the Schedules.
3. Clause, schedule and paragraph headings shall not affect the interpretation of these Conditions.
4. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
5. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
6. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
7. A reference to a statute or statutory provision is a reference to it as amended, extended, consolidated or re-enacted from time to time.
8. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
9. A reference to writing or written includes e-mail.
User subscriptions
1. This clause 2 shall apply where Subscription Services are to be provided by the Supplier to the Customer.
2. Subject to the Customer purchasing the User Subscriptions in accordance with clause 5.3 and clause 13.1, the restrictions set out in this clause 2, clause 4 and these Conditions, the Supplier hereby grants to the Customer a non-exclusive, non transferable right to permit the Authorised Users to use the Subscription Services and the Documentation during the applicable Term solely for the Customer’s internal business operations.
3. In relation to the Authorised Users, the Customer undertakes that:
  1. the maximum number of Authorised Users that it authorises to access and use the Subscription Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
  2. it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Subscription Services and/or Documentation;
  3. each Authorised User shall keep a secure password for their use of the Subscription Services and Documentation and that each Authorised User shall keep their password confidential;
  4. it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within 5 Business Days of the Supplier’s written request at any time or times;
  5. it shall permit the Supplier, or the Supplier’s designated auditor, to audit the Subscription Services in order to establish the name and password of each Authorised User and to audit compliance with these Conditions. Such audit may be conducted no more than once per quarter, at the Supplier’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer’s normal conduct of business;
  6. if any of the audits referred to in clause 2.3(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier’s other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
  7. if any of the audits referred to in clause 2.3(e) reveal that the Customer has underpaid Fees to the Supplier (including for the avoidance of doubt where the Customer has exceeded the agreed maximum number of Authorised Users), then without prejudice to the Supplier’s other rights, the Customer shall pay to the Supplier an amount equal to such underpayment within 10 Business Days of the date of the relevant audit.
4. The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
On-Demand Facilities
1. This clause 3 shall apply where On-Demand Facilities are to be made available by the Supplier to the Customer.
2. Subject to the Customer:
  1. paying the applicable Fees;
  2. complying with the restrictions set out in this clause 3, clause 4 and these Conditions; and
  3. complying with the Third-Party Additional Terms insofar as they concern the use of the On-Demand Facility,
    the Supplier shall make available the purchased On-Demand Facilities to the Customer for use by its Authorised Users during the applicable Term.
3. The Supplier may cease to supply some or all of the On-Demand Facilities if such supply is no longer possible under the terms of the agreements the Supplier has with its third party data providers.
4. The rights provided under this clause 3 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
Use of the Services
1. The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
  1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
  2. facilitates illegal activity;
  3. depicts sexually explicit images;
  4. promotes unlawful violence;
  5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
  6. in a manner that is otherwise illegal or causes damage or injury to any person or property,
    and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to suspend the Customer’s access to any material that breaches the provisions of this clause.
2. The Customer shall not:
  1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
    1. and except to the extent expressly permitted under these Conditions, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
    2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
  2. access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
  3. use the Services and/or Documentation to provide services to third parties; or
  4. subject to clause 25.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users; or
  5. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under these Conditions; or
  6. introduce or permit the introduction of, any Virus or Vulnerability into the Supplier’s network and/or information systems.
3. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.
Additional user subscriptions & on-demand facilities
1. Subject to clause 5.2 and clause 5.3, the Customer may, from time to time during the Term, purchase additional User Subscriptions and/or On-Demand Facilities and the Supplier shall provide such On-Demand Facilities and grant access to the Services and the Documentation to such additional Authorised Users in accordance with these Conditions.
2. If the Customer wishes to purchase additional User Subscriptions and/or On-Demand Facilities, the Customer shall submit its order using the form available on the Website and shall make payment of the applicable Fee by credit or debit card or (by prior agreement) BACS. The Supplier shall provide the On-Demand Facilities and/or activate the additional User Subscriptions upon receipt of payment.
3. Additional User Subscriptions purchased by the Customer part way through the Initial Term or any Renewal Period (as applicable) shall remain valid for the remainder of the Initial Term or then current Renewal Period (as applicable).
4. Any Customer whose subscription is paid by its supervisory body or membership organisation may purchase additional User Subscriptions and/or On-Demand Facilities as set out in this clause 5 and the Customer acknowledges that the cost of this will not be covered by the payment made by its supervisory body or membership organisation and that it will be responsible for paying the applicable Fees for additional User Subscriptions and On-Demand Facilities itself.
Services
1. The Supplier shall, during the Term, provide the Services and make available the Documentation to the Customer on and subject to these Conditions.
2. The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
  1. planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and
  2. unscheduled maintenance performed during or outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer notice in advance.
3. The Customer may, provided it has already purchased Subscription Services and/or On-Demand Facilities, request Additional Services at any time by contacting the Supplier by email to enquiries@amlcc.com. In such case, the following shall apply:
  1. The Customer shall provide the Supplier with such information as is reasonably required by the Supplier in order to consider the Customer’s request.
  2. The Supplier will respond to the Customer’s request as soon as reasonably practicable, to confirm whether or not it will provide the requested services. The Customer acknowledges that the Supplier is not obliged to accept any request for Additional Services, and the acceptance of one such request does not create any obligation on the Supplier to agree to future requests.
  3. If the Supplier agrees to provide the requested Additional Services, it will provide the Customer with a quote for such services including (where relevant) the scope of services, the charges for such services (or the basis of charging), and any agreed timetable for the provision of such services. Such quote will be provided to the Customer by email.
  4. The Customer will inform the Supplier, by email, if the Supplier’s quote for the proposed Additional Services is accepted. The Customer acknowledges that Supplier will not provide any Additional Services until the relevant quote has been accepted by the Customer in accordance with this clause.
  5. The Customer is, and at all times remains, wholly responsible for its use of the Additional Services. The Customer expressly acknowledges and agrees that the Supplier gives no warranty or other assurance regarding the results, information or guidance provided by the Supplier in providing any Additional Services, the same being provided for information only and not advice upon which the Customer should place any reliance. Any decisions or actions take by the Customer in reliance on such results, information or guidance are taken at the Customer’s own risk and the Supplier shall have no liability for any damage caused by errors or omissions in any results, information or guidance provided by the Supplier.
Customer data & Data Protection
1. The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Customer Data.
2. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
3. Notwithstanding clause 15 the Customer acknowledges and agrees that the Supplier may allow access to the Customer Data by the Customer’s supervisory body in order to facilitate such body in the execution of their supervisory or regulatory functions.
4. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 7 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation. In this clause 7, the terms “controller”, ” processor”, “process or processing”, “personal data” and “data subject” shall be interpreted in accordance with the Data Protection Legislation (specifically, UK GDPR and the Data Protection Act 2018).
5. The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller and the Supplier is the processor of any personal data to be processed by the Supplier on behalf of the Customer in the provision of the Services (“Customer Personal Data”). Part 1 of Schedule 1 to these Conditions sets out the subject matter, nature and purpose of processing by the Supplier, the duration of the processing and the types of personal data and categories of data subject.
6. Without prejudice to the generality of clause 7.4 the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Customer Personal Data to the Supplier for the duration and purposes of these Conditions.
7. Without prejudice to the generality of clause 7.4, the Supplier shall, in relation to any Customer Personal Data processed in connection with the performance by the Supplier of its obligations under these Conditions:
  1. process that Customer Personal Data only on the written instructions of the Customer, which may be:
    1. specific instructions given to the Supplier by an authorised representative of the Customer in writing; or
    2. the general instructions set out in Part 2 of Schedule 1 to these Conditions
      unless the Supplier is required by any applicable law (“Applicable Laws”) to otherwise process that Customer Personal Data. Where the Supplier is relying on Applicable Laws as the basis for processing Customer Personal Data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;
  2. ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Customer Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Customer Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
  3. ensure that all personnel who have access to and/or process Customer Personal Data are obliged to keep the Customer Personal Data confidential in accordance with clause 15.3;
  4. not transfer any Customer Personal Data outside of the UK or EEA unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
    1. the Customer has assessed the adequacy of the transfer mechanism to be used for such transfer;
    2. the Customer (or, in respect of transfers authorised under clause 7.8(b), the Supplier) has provided appropriate safeguards in relation to the transfer;
    3. the data subject has enforceable rights and effective legal remedies;
    4. the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Customer Personal Data that is transferred; and
    5. the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Customer Personal Data;
      Notwithstanding the above, the Customer acknowledges that, where it transfers (or initiates the transfer of) Customer Personal Data from the Software to itself or to any third party, the Customer, as controller of that personal data, is responsible for ensuring that any such transfer is lawful and that it is carried out in compliance with Data Protection Legislation.
  5. assist the Customer, at the Customer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
  6. notify the Customer without undue delay on becoming aware of a Customer Personal Data breach;
  7. at the written direction of the Customer, delete or return Customer Personal Data and copies thereof to the Customer on termination of the provision of the Services under these Conditions in accordance with clause 18.6(d) unless required by Applicable Law to store the Customer Personal Data;
  8. maintain complete and accurate records and information to demonstrate its compliance with this clause 7 and allow for audits by the Customer or the Customer’s designated auditor; and
  9. immediately inform the Customer if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.
8. The Customer consents to:
  1. the Supplier appointing the third parties listed at Part 3 of Schedule 1 to these Conditions together with such replacement or additional third parties as the Supplier shall notify to the Customer in writing from time to time as third-party processors of Customer Personal Data under these Conditions; and
  2. the Supplier transferring the Customer Personal Data outside of the UK or EEA as identified in Part 3 of Schedule 1 to these Conditions,
    and the Supplier confirms that it has entered or (as the case may be) will enter with each third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 7 and, where appropriate, reflect the provisions of clause 7.7.
9. The Supplier may, at any time on not less than 30 days’ notice, revise this clause 7 by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by attachment to these Conditions).
Identity Verification Tool
1. The Customer acknowledges that customer verification is provided by a third party data provider appointed by the Supplier, such as Hooyu Ltd.
2. The Supplier is entitled to change the third party data provider appointed from time to time as its considers appropriate and shall endeavour to maintain details of the currently appointed third party data provider along with a link to the third party data provider’s terms of business on the Website.
3. The Customer must read and comply with the currently appointed third party data provider’s terms of business when using the customer verification tool.
4. The Supplier will not provide access to the customer verification tool to the Customer until it is in receipt of the following documents together with such additional information as may be reasonably requested by the Supplier from time to time:
  1. a copy of the Customer’s data protection licence;
  2. a copy of the Customer’s standard letter of engagement, terms of business or privacy notice (or, in each case, an extract thereof) which confirms to the recipient that:
    1. electronic checks will be undertaken to obtain a report in respect of individuals whose identities are required to be verified, and that such report will be used solely for the purposes of anti-money laundering checks;
    2. the issue of such report will be recorded on each individual’s file with the third party data provider and that it will not affect their credit report,
      and incorporates any other terms expressly required by the third party data provider from time to time.
5. The Customer undertakes that any hard or electronic copy report obtained as a result of the use of this tool will be held securely for the duration of their engagement by their client and for a period of five years thereafter and then destroyed in accordance with the provisions of the Data Protection Legislation.
Biometric identity validation tool
1. The Customer acknowledges that biometric identity validation is provided by a third party provider appointed by the Supplier, such as Hooyu Ltd.
2. The Customer must read and comply with the currently appointed third party data provider’s terms of business when using the biometric identity validation tool.
3. The Supplier is entitled to change the third party data provider appointed from time to time as its considers appropriate and shall endeavour to maintain details of the currently appointed third party data provider along with a link to the third party data provider’s terms of business on the Website.
DBS Checks
1. The Customer acknowledges that DBS checking services are performed by Gentium UK Ltd and are subject to Gentium UK Ltd’s terms of business.
2. DBS checks do not form part of the Services provided by the Supplier to the Customer. The Supplier accepts no liability for any DBS checking services performed by Gentium for the Customer.
Supplier’s obligations
1. The Supplier undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
2. The undertaking at clause 11.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier’s instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 11.1. Notwithstanding the foregoing, the Supplier:
  1. does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; or that the Services will be free from Vulnerabilities or Viruses; and
  2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
3. Nothing in these Conditions shall prevent the Supplier from providing the Services to third parties, or from independently developing, using, selling or licensing other documentation, products and/or services which are similar to those provided to the Customer.
4. The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Conditions.
Customer’s obligations
1. The Customer shall:
  1. provide the Supplier with:
    1. all necessary co-operation in relation to the Services; and
    2. all necessary access to such information as may be required by the Supplier;
      in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
  2. comply with all applicable laws and regulations with respect to its activities under these Conditions;
  3. carry out all other Customer responsibilities set out in these Conditions in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
  4. ensure that the Authorised Users use the Services and the Documentation in accordance with these Conditions and shall be responsible for any Authorised User’s breach of these Conditions;
  5. promptly and without undue delay notify the Supplier in the event that the Customer:
    1. changes its anti-money laundering supervisory authority;
    2. changes its ‘Money Laundering Reporting Officer’ (or ‘nominated officer’) for anti-money laundering compliance; or
    3. loses its approval by its supervisory authority or otherwise acts in breach of regulation 26 of the Money Laundering, Terrorist Financing and Transfer of Funder (Information on the Payer) Regulations 2017 (as amended), or equivalent legislation in any other jurisdiction which is applicable to the Customer.
  6. obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under these Conditions, including without limitation the Services;
  7. ensure that its network and systems comply with any relevant specifications provided by the Supplier from time to time;
  8. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet; and
  9. comply at all times with the Third-Party Additional Terms which apply to any On-Demand Facility made available to the Customer under these Conditions.
Charges and payment
1. The Customer shall pay the applicable Fees to the Supplier by credit or debit card payment (or, by prior agreement only BACS payment) as follows:
  1. Subscription Services (annual payment option): upon requesting to use the Subscription Services and/or upon requesting any additional User Subscriptions and, in respect of any Renewal Period, annually in advance on or before each anniversary of the Effective Date.
  2. Subscription Services (monthly payment option): upon requesting to use the Subscription Services and/or upon requesting any additional User Subscriptions and monthly thereafter, on or before the day of the month which coincides with the day of the Effective Date (i.e. if the Effective Date is 1 January, subsequent payments must be made on or before 1 February, 1 March and so on). The Customer acknowledges that, subject to clause 18.6(b), it is committed to paying the applicable Fees for the whole of the Initial Term and (where applicable) each Renewal Period.
  3. On-Demand Facilities: upon requesting to use the On-Demand Facilities and/or upon requesting additional On-Demand Facilities.
2. In the event that the Customer’s subscription to the Subscription Services is paid by a supervisory body or membership organisation of which the Customer is a member the Customer shall provide such identifier, access reference or promotional code as notified to it by its supervisory body or membership organisation.
3. Fees for any Additional Services to be performed by the Supplier under these Conditions shall, unless otherwise agreed between the parties in writing, be calculated on a time and materials basis in accordance with the Supplier’s standard rate card as is in force at the time such services are provided to the Customer.
4. The Supplier shall not be obliged to provide or to continue to provide any element of the Services unless it has received the applicable Fees in full cleared funds either directly from the Customer, or, in respect of the Subscription Service, where the Customer’s subscription is paid for by a supervisory body or membership organisation, from the applicable supervisory body or membership organisation. In the event that the Fees payable in respect of any Renewal Period are not paid on or before the due date for payment as specified in clause 13.1 the Supplier shall be entitled to suspend provision of the Services until payment of the Fees has been received in full cleared funds.
5. All amounts and fees stated or referred to in these Conditions:
  1. shall be payable in pounds sterling, or any currency requested in a location outside the UK;
  2. are, subject to clause 17.4(b), non-cancellable and non-refundable;
  3. are exclusive of value added tax, which shall be added to the Supplier’s invoice(s) at the appropriate rate.
6. The Supplier shall be entitled to increase the Fees once in each calendar year provided that the Customer shall be provided with reasonable notice of such increase.
Proprietary rights
1. The Customer acknowledges and agrees that the Supplier, its licensors and/or relevant third party owners (as the case may be) own all intellectual property rights in the Software, the Services and the Documentation. Except as expressly stated herein, these Conditions do not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
2. The Supplier confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, these Conditions.
Confidentiality
1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under these Conditions. A party’s Confidential Information shall not be deemed to include information that:
  1. is or becomes publicly known other than through any act or omission of the receiving party;
  2. was in the other party’s lawful possession before the disclosure;
  3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
  4. is independently developed by the receiving party, which independent development can be shown by written evidence; or
  5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
2. Each party shall hold the other’s Confidential Information in confidence and, unless required by law or disclosed by the Supplier pursuant to clause 7.3, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than set out in these Conditions.
3. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these Conditions.
4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
5. The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier’s Confidential Information.
6. The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer. The Customer acknowledges that, notwithstanding any provision of this clause 15, the Supplier may:
  1. allow access to Customer Data to the Customer’s supervisory body in accordance with clause 7.3; and
  2. provide the Customer’s supervisory body or membership organisation with information relating to the use, management and administration of the Customer’s account including but not limited to the date upon which the account was registered or terminated and the extent and frequency of the Customer’s use of its account.
7. This clause 15 shall survive termination of the Services, however arising.
Indemnity
1. The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Software, the Services and/or Documentation (including for the avoidance of doubt any breach by the Customer of the Third-Party Additional Terms), provided that:
  1. the Customer is given prompt notice of any such claim;
  2. the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
  3. the Customer is given sole authority to defend or settle the claim.
2. The Supplier shall defend the Customer, its officers, directors and employees against any claim that the Services or Documentation (excluding Third-Party Software) infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
  1. the Supplier is given prompt notice of any such claim;
  2. the Customer provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier’s expense; and
  3. the Supplier is given sole authority to defend or settle the claim.
3. In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the provision of the Services on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
4. In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
  1. a modification of the Services or Documentation by anyone other than the Supplier; or
  2. the Customer’s use of the Services or Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or
  3. the Customer’s use of the Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority.
5. The foregoing and clause 17.4(b) state the Customer’s sole and exclusive rights and remedies, and the Supplier’s (including the Supplier’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
Limitation of liability
1. This clause 17 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:
  1. arising under or in connection with the provision of the Services;
  2. in respect of any use made by the Customer of the Services and Documentation or any part of them;
  3. in respect of any access of Customer Data by the Customer’s supervisory body; and
  4. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Conditions.
2. Except as expressly and specifically provided in these Conditions:
  1. the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer’s direction;
  2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded;
  3. the Services and the Documentation are provided to the Customer on an “as is” basis; and
  4. information provided by the Supplier and its employees regarding the Money Laundering, Terrorist Financing and Transfer of Funder (Information on the Payer) Regulations 2017 (as amended), or any equivalent legislation in any other jurisdiction which is applicable to the Customer), is provided for general information only and it not intended that such information amount to advice upon which the Customer should place any reliance. The Supplier makes no warranty or representation that such information is accurate, complete, relevant to the particular circumstances of the Customer or up to date and accepts no liability for any costs, losses or damage arising as a result of the Customer placing reliance on such information.
3. Nothing in these Conditions excludes the liability of the Supplier:
  1. for death or personal injury caused by the Supplier’s negligence; or
  2. for fraud or fraudulent misrepresentation; or
  3. any other liability which cannot be excluded or limited by law.
4. Subject to clause 17.2 and clause 17.3:
  1. the Supplier shall not be liable whether in tort (including for breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Conditions; and
  2. the Supplier’s total aggregate liability in contract (including in respect of the indemnity at clause 16.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Services or otherwise under these Conditions shall be limited to the total Fees paid by the Customer during the 12 months immediately preceding the date on which the claim arose.
Term and termination
1. This provision of Services shall, unless otherwise terminated as provided in this clause 18, commence on the Effective Date.
2. In respect of the Subscription Services, the provision of such services shall continue for the Initial Term, irrespective of the agreed payment terms for such services. Thereafter, the Supplier shall continue to provide the Subscription Services for successive periods of 12 months (each a Renewal Period), unless:
  1. either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Term or any Renewal Period, in which case the provision of Services shall terminate upon the expiry of the applicable Initial Term or Renewal Period; or
  2. otherwise terminated in accordance with these Conditions.
3. In respect of the purchase of access to On-Demand Facilities, such facilities shall continue to be made available to the Customer from the Effective Date until the earlier of:
  1. the Customer having made use of the total number of checks or reports (as the case may be) pre-paid by the Customer; and
  2. three years from the date on which payment was made by the Customer for such checks or reports (as the case may be),
    in each case, unless otherwise terminated in accordance with these Conditions.
4. Without affecting any other right or remedy available to it, either party may terminate the provision of Services with immediate effect by giving written notice to the other party if:
  1. the other party commits a material breach of any provision of these Conditions which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 10 Business Days after being notified in writing to do so;
  2. the other party repeatedly breaches any provision of these Conditions in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to these Conditions;
  3. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
  4. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
  5. the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
  6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
  7. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
  8. the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
  9. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
  10. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
  11. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 18.4(c) to clause 18.4(j) (inclusive);or
  12. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
5. The Supplier may suspend or terminate (to be determined by the Supplier in its sole discretion) the provision of Services with immediate effect in the event that the Customer (or any supervisory body or membership organisation which has agreed to make payment on the Customer’s behalf) fails to pay in full any Fees by the due date for payment.
6. On termination of the Services for any reason:
  1. all licences granted under these Conditions shall immediately terminate including, for the avoidance of doubt, the right to access the Services and/or to use any Documentation;
  2. except where the Customer terminates the Services under clause 18.4(a) or 18.4(b), the Customer shall immediately pay to the Supplier all unpaid Fees for the remainder of the Initial Term or then current Renewal Period (as applicable) upon receipt of the Supplier’s invoice for such Fees;
  3. each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party save to the extent that a party is required by law to retain certain Documentation for audit purposes (in which case it shall notify the other party of the same together with a list of the Documentation retained and the legal basis for its retention);
  4. the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten Business Days after the effective date of the termination of the Services, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 20 Business Days of its receipt of such a written request, provided that the Customer has, at that time, paid all Fees outstanding at termination. The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data;
  5. the Supplier may notify the Customer’s supervisory body or membership organisation of the termination; and
  6. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Conditions which existed at or before the date of termination shall not be affected or prejudiced.
Force majeure
The Supplier shall have no liability to the Customer under these Conditions if it is prevented from or delayed in performing its obligations under these Conditions, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
Variation
1. The Supplier may update these Conditions at any time on notice to the Customer in accordance with this clause 20. Notice will be given by email (which will be deemed received in accordance with clause 28) and via the Supplier’s portal through which the Services are accessed.
2. The Customer’s continued use of the Services following the expiry of the period or effective date specified in the notice shall constitute the Customer’s acceptance to these Conditions, as varied. If the Customer do not wish to accept the updated Conditions, it must notify the Supplier of the same in writing and stop using and accessing the Services prior to the expiry of the notice period.
Waiver
No failure or delay by a party to exercise any right or remedy provided under these Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Rights and remedies
Except as expressly provided in these Conditions, the rights and remedies provided under these Conditions are in addition to, and not exclusive of, any rights or remedies provided by law.
Severance
1. If any provision (or part of a provision) of these Conditions is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
Entire agreement
1. These Conditions apply to the provision of the Services to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2. These Conditions, together with the registration form completed by the Customer, constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
3. Each of the parties acknowledges and agrees that it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person relating to the Services, other than as expressly set out in these Conditions.
Assignment
1. The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Conditions.
2. The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Conditions.
No partnership or agency
Nothing in these Conditions is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
Third party rights
Nothing in these Conditions confers any rights on any person or party (other than the Supplier and the Customer and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
Notices
1. Any notice required to be given under these Conditions shall be in writing and shall be:
  1. delivered by hand;
  2. sent by pre-paid first-class post or other recorded delivery service to the other party at its registered office address (if a company) or its principal place of business (in any other case). Where a notice is sent by post, a courtesy copy must be sent by email to the email address provided for the purpose of receiving notices; or
  3. sent by email to the email address provided by the other party for the purpose of receiving notices.
    The Supplier’s email address for notices is enquiries@amlcc.com. The Customer’s email address for notices is that specified by the Customer on registration. Either party may amend its email address for notices, by giving notice to the other party.
2. Any notice shall be deemed to have been received:
  1. if delivered by hand, when delivered to the proper address (or if delivery is not in business hours, being 9 am to 5 pm on a Business Day, at 9 am on the next Business Day).
  2. if correctly addressed and sent by pre-paid first-class post or other recorded delivery service, at 9 am on the second Business Day after posting, provided that the sender has complied with clause 28.1(b) and a courtesy copy has been sent by email.
  3. if sent by e-mail, at the time of transmission (as shown by the timed printout obtained by the sender) where sent in business hours, otherwise it shall be deferred until 9 am on the next Business Day.
Conflict
If there is an inconsistency between any of the provisions in the main body of these Conditions and the Schedules, the provisions in the main body of these Conditions shall prevail.
Governing law
These Conditions and any dispute or claim arising out of or in connection with them or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Conditions or their subject matter or formation (including non-contractual disputes or claims).

SCHEDULE 1

PART 1: PROCESSING, PERSONAL DATA & DATA SUBJECTS

Processing by the Supplier:

Subject matter

The Customer Personal Data processed by the Customer using the Services provided by the Supplier under these Conditions.

Nature

The storage of Customer Personal Data processed by the Customer using the Services together with such retrieval, amendment, transmission, structuring, restriction or erasure of Customer Personal Data as may be required in providing support services in relation to the Customer’s use of the Services.

Purpose of processing:

To enable and facilitate the Customer’s use of the Services.

Duration of the processing:

The processing shall continue for the duration of the Customer’s use of the Services under these Conditions.

Types of personal data:

Personal details including name, address, contact details and professional status
ID verification documents required under the Money Laundering, Terrorist Financing and Transfer of Funder (Information on the Payer) Regulations 2017 (as amended), or equivalent legislation in any other jurisdiction which is applicable to the Customer
General records of phone calls, activities due and completed
Training records

Categories of data subject

Employees of the Customer
Individual clients of the Customer
Family or household members of individual clients of the Customer
Individual employees or directors of corporate clients of the Customer

PART 2: GENERAL PROCESSING INSTRUCTIONS

The Supplier shall undertake such processing activities as are necessary in the course of the routine performance of its obligations under these Conditions.

PART 3: DATA PROCESSORS & TRANSFERS OF DATA OUTSIDE OF THE UK / EEA

Supplier	Description of sub-processing	Contract in place?	Transfer of data outside of the UK / EEA?	Adequate safeguards in place
AWS	Web hosting services	Yes	No	N/A
Draytus Ltd	IT development and support services	Yes	Yes (Moldova)	Yes
AMLCC Development Kosovo LLC	IT development and support services	Yes	Yes (Kosovo)	Yes

SCHEDULE 2

Part 1 – additional terms and conditions which the Customer is required to comply with in respect of Hooyu Ltd services

1. Definitions

In this Schedule, the following words shall have the following meanings (unless the context otherwise requires):-

“Applicable Laws” means all applicable laws, regulations, statutes, codes of practice, governmental orders or guidance or orders of any other competent regulatory authority;

“Hooyu Result” means the information including personal data provided by Hooyu to the Supplier (and in turn the Customer) as a result of the use of the Hooyu Service;

“Permitted Purposes” means identity verification and fraud prevention;

“Service” means the Hooyu Identify service;

2. Provision of the Service

2.1 The Customer accepts that occasionally Hooyu may need to:

change the specification of the Hooyu Service for operational and other reasons but Hooyu shall endeavour to ensure that such changes are not materially detrimental to the performance of the Hooyu Service; and
suspend the Hooyu Service for operational reasons such as maintenance, improvement or in an emergency.

2.2 The Customer acknowledges that the Supplier or Hooyu may with immediate effect and without liability to the Customer, suspend or terminate all or any part of the Hooyu Service:

in response to or in compliance with any Applicable Laws;
if the security processes set up to protect the Hooyu Service are breached in any way as a result of any breach by the Customer of these Conditions (including this Schedule) or any other act or default of the Customer or, if in the Supplier’s or Hooyu’s reasonable opinion, continued use of the Hooyu Service by the Customer entails a potential security risk to the Hooyu Service or Hooyu Results;
if the Customer’s response to any request of the Supplier does not satisfy the Supplier (acting reasonably) that the Customer’s use of the Hooyu Service is in compliance with all Applicable Laws;
if the Supplier or Hooyu have reasonable cause to believe that the Customer (or any Authorised Users) are engaged in any use contrary to these Conditions or clause 3.1(b) below.

2.3 On the expiry or termination of the Services or suspension of provision of the Hooyu Service for whatever reason the Customer shall only retain any Hooyu Results or data contained within Hooyu Results, including personal data, in its possession, custody, power or control which it is permitted to keep under Applicable Law.

3. Warranties

3.1 The Customer warrants to the Supplier that:

it will only use the Hooyu Service and Hooyu Results as permitted under these Conditions and for the Permitted Purposes;
it will keep all Hooyu Results secure and confidential, shall prevent unauthorised access to the Hooyu Service and Hooyu Results and shall not, and procure that its employees and agents shall not (and shall not attempt to): (i) disclose (other than as mandated under Applicable Laws), sell, license, rent, loan, transfer, distribute, reproduce, adapt, translate, arrange, publish, modify, reverse engineer, decompile, disassemble, or otherwise attempt to derive or copy the Hooyu Service or Hooyu Results; (ii) display or make available to any third party (either directly or indirectly) any part of the Hooyu Service or Hooyu Results; (iii) integrate the Hooyu Service into any other website; (iv) interfere with or disrupt the proper operation of the Hooyu Service, Hooyu’s software or systems including (but not limited to) knowingly or negligently transmitting data or files that may interrupt, damage, destroy or limit the functionality of the Hooyu Service, Hooyu’s systems or software, including corrupted files or files that contain viruses or other malicious content; (v) gain unauthorised access or attempt to gain unauthorised access to Hooyu’s systems or the Hooyu Service; (vi) access or use the Hooyu Service through mechanical, programmatic, robotic, scripted or other automated search means; (vii) participate in any illegal, deceptive, misleading practices using the Hooyu Service or Hooyu Results; (vii) use the Hooyu Service or Hooyu Results for or in connection with any sexually explicit, pornographic, offensive, racist, obscene, abusive, violent, criminal, discriminatory, libellous, defamatory or illegal purposes; (ix) use the Hooyu Service for anything that is not allowed under these Conditions; or (x) use the Hooyu Service in any way which is infringing, facilitates illegal activity or causes or may cause damage or injury to any person or property.

4. Liability

4.1 The Customer accepts that:

neither the Supplier nor Hooyu warrants the accuracy of Hooyu Results;
it should not rely solely upon Hooyu Results in making decisions regarding the identity or trustworthiness of any person;
the Hooyu Service and Hooyu Results may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

4.2 Any breach by the Customer of any of the provisions in clause 3.1 above shall constitute a material breach of these Conditions that cannot be remedied.

5. Audit

5.1 Upon reasonable notice to the Customer and on reasonable grounds, the Supplier shall be entitled to conduct an audit (which may require on-site presence, documentation, system and staff access) or to appoint a third party to conduct an on-site audit of the Customer’s compliance with the obligations of these Conditions including this Schedule.

5.2 Such Audits shall not be carried out more than once a year during the Term unless the Supplier reasonably believes that the Customer is in material breach of these Conditions (including this Schedule) or unless the Supplier (or Hooyu) is required to do so by a regulatory body with competent jurisdiction with respect to the Hooyu Service. The Supplier or its auditor may be accompanied by a representative of any such regulatory body or a third party data supplier.

5.3 All audits will be conducted in a manner intended not to materially disrupt, delay or interfere with the Customer’s performance of its business and shall be carried out at the Supplier’s expense. Should the audit reveal a breach of these Conditions (including this Schedule) by the Customer, the Customer shall reimburse the Supplier for the full cost of the audit.

5.4 The Customer shall provide the Supplier (or any regulatory body) with full supervised access to its premises, employees, computers, IT systems and records as required for the purposes of a successful audit.

5.5 Prior to an audit under this clause 5, the Supplier shall be entitled (but not obligated) to submit a questionnaire to the Customer regarding the performance of the Customer’s obligations under these Conditions including this Schedule. The Customer shall respond to such a questionnaire within 14 days of its receipt. The submission of a questionnaire under this clause will not prejudice the Supplier’s audit rights under this clause.

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ANTI MONEY LAUNDERING COMPLIANCE COMPANY LIMITED
TERMS & CONDITIONS

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ANTI MONEY LAUNDERING COMPLIANCE COMPANY LIMITEDTERMS & CONDITIONS

ANTI MONEY LAUNDERING COMPLIANCE COMPANY LIMITED
TERMS & CONDITIONS