AMLU
TERMS OF USE

SafeKiwi is willing to grant you rights to use AMLU subject to you accepting all of the Terms contained in these Terms Of Use (“Terms”). By completing SafeKiwi’s required registration processes and by starting to use AMLU, you accept these Terms and agree to be bound by them. You may not use AMLU if you do not agree with these Terms.

1. DEFINITIONS AND INTERPRETATION
   1. Definitions

      The following words and phrases used in these Terms will have the meanings set out below:

      1. "AMLU" means AMLU together with the hardware, Configuration, Software and Documentation, which will enable the Client to input customer information onto the Client Site and enable Users to access that information through a web-based portal.
      2. "Billing Commencement Date" means the date upon which SafeKiwi notifies the Client that the Client has successfully completed the AMLU registration processes.
      3. "Client" means any person which has registered with SafeKiwi as a Client for the purpose of accessing and using AMLU.
      4. "Client's Data" means the information (including Personal Information about the Client’s own customers) uploaded by the Client on the Client Site.
      5. "Client Site" means the location in AMLU where the Client’s Data is stored separately from data of any other Client.
      6. "Confidential Information" means the interfaces (if any), Configuration and Documentation, technical information, financial information, Software and source code, business and marketing plans, trade secrets and Personal Information disclosed by either SafeKiwi or the Client in connection with these Terms, the notes and analyses created by either SafeKiwi or the Client in connection with the foregoing, the Terms and pricing under these Terms and the Client’s Data. Confidential Information shall also include all other information disclosed by the Client and/or SafeKiwi and identified as confidential. However, Confidential Information will not include information that:

         1. is or becomes a part of the public domain through no act or omission of the recipient;
         2. was in the recipient’s lawful possession prior to the disclosure and had not been obtained by the recipient, either directly or indirectly, from the disclosing Party;
         3. is lawfully disclosed to the recipient by a third party without restriction on disclosure; or
         4. is independently developed by the recipient without reference to the information provided by the disclosing Party.
      7. "Configuration" means the creation and implementation of a dedicated portal site for the Client and the creation and implementation of User accounts, to enable the Client and its authorised Users to use AMLU.
      8. "Documentation" means all of the marketing and training materials, specifications and technical information offered by SafeKiwi for use by the Client and its Users and all other information and instructions regarding the capabilities, operation, installation and access to AMLU, including, but not limited to, all hard-copy and computer-based information provided by SafeKiwi.
      9. "Fees" means the fees as agreed between SafeKiwi and the Client for the right to access and use AMLU.
      10. "Industry Standards" means the generally-accepted standards and practices adopted and implemented in New Zealand by Software-as-a-Service ("SaaS") providers.
      11. "Party" means each of SafeKiwi and the Client and "Parties" means both of them together.
      12. "Personal Information" means information about an identifiable, natural person.
      13. "SafeKiwi" means SafeKiwi (New Zealand) Limited.
      14. "Services" means those services to be delivered by SafeKiwi through access of AMLU by the Client.
      15. "Software" means each and all of the computer software systems, System Upgrades and interfaces made available by SafeKiwi to the Client under these Terms.
      16. "Specifications" means the AMLU specifications including (without limitation) the uploading of Client’s Data to the Client Site, the provision of remote access to Users, and any other specifications provided to the Client by SafeKiwi.
      17. "System Upgrades" means corrections, bug-fixes, patches, improvements, new releases, new versions, updates, enhancements, or other modifications to the Software and/or Documentation.
      18. "User(s)" means the Client and its affiliates, employees, directors, agents, representatives, consultants and independent contractors expressly authorised by the Client to access the Client Site and use AMLU by means of a User ID and an assigned password.
      19. "User ID" means a unique alphanumeric identifier assigned to Users for the purpose of accessing the Client Site.
   2. Interpretation

      1. In the interpretation of these Terms, unless the context or subject matter otherwise requires:

         1. singular includes plural and vice versa;
         2. any gender includes every gender;
         3. a reference to a person includes a corporation, trust, association, partnership, government authority or other legal entity, and where necessary, includes a successor body;
         4. references to writing include printing, typing, facsimile and other means of representing or reproducing words, figures, drawings or symbols in a visible and tangible form, in English;
         5. references to statutes include statutes amending, consolidating or replacing the statutes referred to and all regulations, orders-in-council, rules, by-laws and ordinances made under those statutes.
         6. a reference to law includes common or customary law and any constitution, decree, judgment, legislation, order, ordinance, regulation, directive, by-law, the rules of any stock exchange, treaty or other legislative measure;
         7. headings and the table of contents are used for convenience only and are to be disregarded in the interpretation of these Terms;
         8. references to including shall be construed as including without limitation (and similar expressions shall be construed similarly);
2. PARTIES
   1. The Client agrees that it will ensure that all of its Users will at all times when using AMLU comply with these Terms and the Client acknowledges that it is fully responsible for the actions and omissions of its Users in accessing and using AMLU.
   2. The Client agrees that it will ensure that all persons whose Personal Information is part of the Client’s Data agree in writing with the Client that their Personal Information may be uploaded to AMLU in accordance with these Terms. The Client may not make to its own customers any representations, warranties or guarantees in relation to AMLU or impose any liability on SafeKiwi in relation to AMLU, other than as provided in these Terms.
3. ACCEPTANCE OF AMLU AND SERVICES
   1. SafeKiwi will provide and the Client will use AMLU with respect to the Client’s Data. The Client will provide SafeKiwi with all necessary co-operation to enable SafeKiwi to perform its obligations in respect of AMLU. The Client initially will receive access to AMLU for an agreed number of Users, such Users being identified by name and being assigned a unique User ID and password. The Client may by written notice to SafeKiwi subsequently add additional Users, in which case the Client will pay SafeKiwi’s charges for additional Users as apply from time to time.
   2. The Client agrees not to permit access to, or use of, AMLU by persons who are not authorised Users and no User shall permit access, through User ID and password sharing or otherwise, to AMLU to any other person. The Client is solely responsible for maintaining the confidentiality of User ID’s and passwords and any other information which SafeKiwi may provide regarding accessing AMLU.
   3. The Client agrees to provide all registration data required by SafeKiwi from time to time and to maintain and update such information in order to keep it current, complete and accurate. The Client authorises SafeKiwi to verify registration data at any time and if SafeKiwi finds that any registration data which is provided is untrue or inaccurate, SafeKiwi may suspend or terminate the Client’s rights to use AMLU.
   4. The Client acknowledges that SafeKiwi provides AMLU and the Services purely as a provider of a cloud-based software system and that SafeKiwi is not in the business of providing and does not provide advice or assistance to Clients, Users, or any other person regarding compliance with the Anti-Money Laundering and Countering Financing of Terrorism Act 2019. Compliance with the requirements of that Act is solely the responsibility of the Client and its Users.
4. THIRD PARTIES
   1. AMLU may work with or link to some third party services. Any link to any third party services does not imply any endorsement of or responsibility for those services or their content or operators. SafeKiwi does not guarantee the continued availability of the third party services. Third party services may be subject to additional terms and conditions and it is the Client’s responsibility to comply with any third party terms and conditions.
   2. Actions or omissions of third parties may impair or disrupt the Client’s connections to the Internet. Although SafeKiwi will use commercially reasonable efforts to remedy and avoid such events, it cannot guarantee that such events will not occur and disclaims any liability resulting from or related to problems with Internet services provided by third parties.
5. TERM
   1. Unless earlier terminated pursuant to any of these Terms, the Client’s use of AMLU can be terminated by the Client or SafeKiwi at any time on 30 days’ notice.
6. GRANT OF RIGHTS AND RESTRICTIONS ON RIGHTS
   1. Subject to the Client’s compliance with these Terms, SafeKiwi grants to the Client and its Users the right to remotely access and use AMLU for access to the Client Site and the Client’s Data for the Client’s business purposes.
   2. The Client does not acquire any intellectual property or other rights, express or implied, in any Confidential Information relating to AMLU. Ownership of and all other rights relating to AMLU remain with SafeKiwi, except for the limited access rights granted under these Terms.
   3. The Client may not:

      1. Unless otherwise agreed in writing with SafeKiwi, resell, lease or sub-license AMLU;
      2. provide third parties (other than Users) with access to AMLU (whether directly or through a service bureau, time sharing arrangement, or application service provider arrangement);
      3. use AMLU to provide outsourcing or training services to third parties (other than Users) or otherwise market AMLU to third parties;
      4. directly or indirectly reverse engineer, disassemble, decompile, or attempt to imitate, derive or discover, AMLU, including (without limitation) the Software or source code of the Software;
      5. attempt to undermine the security or integrity of AMLU, the Software or the Specifications;
      6. use or misuse AMLU in any way which may impair its functionality or the ability of any other person to use AMLU;
      7. impersonate another person or misrepresent authorisation to act on behalf of others or SafeKiwi or misidentify the sender of any electronic messages;
      8. use AMLU for illegal or otherwise objectionable purposes (the decision as to whether any information or material is objectionable being entirely at the discretion of SafeKiwi).
   4. The Client shall disclose to SafeKiwi and update as necessary the identity of all Users.
   5. SafeKiwi will not obtain any rights in the Client’s Data, which will (subject to the rights of any other person with respect of Personal Information) remain the property of the Client at all times. The Client grants SafeKiwi a free licence to access and use the Client’s Data for the purposes of the provision of AMLU. The Client acknowledges that in holding Personal Information, SafeKiwi is acting as an agent of individual customers of the Client. The Client may request retrieval of the Client’s Data from AMLU and SafeKiwi will use reasonable endeavours to provide the requested Client’s Data to the Client as soon as reasonably practicable.
   6. SafeKiwi reserves the right to, in order to ensure compliance by the Client with these Terms, monitor the Client’s use of AMLU.
7. PRICING AND PAYMENT
   1. The Client will pay the Fees agreed with SafeKiwi, on the agreed dates. Fees will be payable in advance, unless otherwise agreed. All payments to SafeKiwi will be due within 7 days of the date of each invoice. For balances more than 7 days past due, SafeKiwi may charge a 1.5% per month finance charge or, if lower, the maximum amount allowed by law. The Client must reimburse SafeKiwi for costs incurred (including reasonable lawyers’ fees) in the collection of the Client’s past due amounts.>
8. REPRESENTATIONS WARRANTIES AND COVENANTS
   1. SafeKiwi represents and warrants that the Software will materially conform to its Documentation and all Services will be performed in a workmanlike and professional manner consistent with Industry Standards and in accordance with these Terms.
   2. SafeKiwi will take reasonable precautions to protect against any person from introducing any software virus, worm, “backdoor Trojan Horse” or similar harmful code into the SafeKiwi hardware or the Software. However, except to that extent SafeKiwi is not liable for any of these things which are contained in infected files which have been uploaded into AMLU by the Client.
   3. SafeKiwi represents and warrants that it has full power and authority to grant the access rights granted by these Terms to the Client and that no consent of any other person or entity is required by SafeKiwi to grant such rights.
   4. SafeKiwi represents and warrants that the grant of the right to and the access and use by the Clients and its Users of AMLU will not infringe any intellectual property rights of any third party.
   5. SafeKiwi will take commercially reasonable security measures, consistent with commercially available technology and Industry Standards, to protect against unauthorised access to the Client’s Data and to maintain the integrity of any of the Client’s Data stored in any server of SafeKiwi or any third party server provider. SafeKiwi will on an annual basis engage an independent third party to conduct a security audit of AMLU and will resolve any issues raised in such audit as expeditiously as possible. Any Personal Information which SafeKiwi may receive in providing AMLU will be stored and processed in SafeKiwi’s servers, located in New Zealand. Clients residing outside New Zealand consent to the transfer, storage and access of Client’s Data outside their country of residence to New Zealand.
   6. All representations and warranties by SafeKiwi set out in these Terms are subject to the following conditions:

      1. The Client and its Users or representatives must not have altered AMLU without the prior written consent of SafeKiwi;
      2. The Client must not have used AMLU for a purpose not authorised in these Terms;
      3. SafeKiwi does not represent or warrant that the Client’s access to and use of AMLU will be uninterrupted or error-free.
   7. Remedies:
      

      If notified in writing of a valid warranty claim under clause 8.1, SafeKiwi will, at its option, use commercially reasonable efforts to correct the defect or replace the defective Software. If SafeKiwi is unable, within a reasonable period, to provide a correction or replace the defective Software with a substitute having equivalent functionality, SafeKiwi will notify the Client and the Client will be entitled to a refund of any paid Fees attributable to the period from the date the defect arose and the Client’s licence to use AMLU will terminate. This clause 8.7 states SafeKiwi’s entire liability for warranty claims under clause 8.1.

   8. Except as expressly provided in these Terms and to the extent permitted by law, SafeKiwi makes no express or implied warranties, conditions, guarantees or undertakings concerning AMLU. To the extent permitted by law, SafeKiwi further disclaims all implied warranties, conditions, guarantees and undertakings including (without limitation) any implied warranties, conditions, guarantees or undertakings of merchantability or fitness for a particular purpose. SafeKiwi makes no representation or warranty with respect to the accuracy or completeness of any data accessed by or stored within the Software, whether the data is supplied by a Client or a third party, and SafeKiwi specifically disclaims any liability due to errors, omissions, delays, or losses resulting from the access or use of such data or the lack of accuracy or completeness of such data.
   9. The Client shall be responsible to observe and implement all security practices required by SafeKiwi from time to time.
   10. The Client represents and warrants that:

       1. The use by it of AMLU will not violate any laws or regulations or cause a breach of any agreements with any third parties or unreasonably interfere with any other users of the AMLU;
       2. SafeKiwi is not responsible for monitoring the content of the Client’s Data, or any other information passing through AMLU for any purposes including the purpose of verifying legal compliance by any person;
       3. The Client must ensure that the information which it and its Users input into, store or transmit complies with all applicable laws and regulations.
9. LIABILITY FOR DIRECT DAMAGES
   1. To the extent permitted by law, SafeKiwi’s total cumulative liability for damages, expenses, costs, liability, or losses arising out of or in connection with these Terms or the use of AMLU by the Client is limited to direct, actual, provable damages and will in no event exceed an amount equal to the total Fees (less all discounts and credits) paid by the Client for AMLU during the twelve month period before the event giving rise to the damages. In no event will SafeKiwi be liable to the Client for any type of special, incidental, punitive, indirect, or consequential damages of whatever nature, including (without limitation) downtime costs, lost revenue, lost profits, or replacement goods.
10. TERMINATION
    1. Either SafeKiwi or the Client may terminate the Client’s use of AMLU by providing to the other Party at least 30 days’ prior written notice.
    2. Notwithstanding the foregoing, SafeKiwi may immediately terminate the Client’s use of AMLU and any rights granted under these Terms upon providing written notice to the Client of the Client’s breach of clause 13 (Confidentiality) or clause 6 (Grant of Rights and Restrictions on Rights).
    3. The Client may terminate its use of AMLU immediately upon providing written notice to SafeKiwi of SafeKiwi’s breach of clause 13 (Confidentiality).
    4. Termination of the Client’s use of AMLU or any rights granted under these Terms will not prevent a Party from pursuing other remedies available to it.
    5. Termination of the Client’s use of AMLU will not relieve the Client of its obligation to pay any Fees or other charges accrued as at the date of termination.
    6. If the rights granted to the Client under these Terms terminate, the Client and its Users must immediately cease all use of AMLU and return to SafeKiwi copies of any of SafeKiwi’s Confidential Information and all Documentation.
11. LIABILITY
    1. To the extent permitted by law, SafeKiwi will not be liable for loss, corruption or compromise of the confidentiality of the Client’s Data unless SafeKiwi has been negligent, engaged in intentional misconduct, or has breached any of its obligations in its provision of AMLU and such negligence, intentional misconduct, or breach of its obligations is the proximate cause of such loss, corruption or compromise.
12. COMPLIANCE WITH LAW
    1. SafeKiwi and the Client each represents and warrants that it will comply with all laws applicable to it in connection with AMLU during the term of the Client’s use of AMLU.
13. CONFIDENTIALITY
    1. Each Party will hold the other Party’s Confidential Information in confidence during the Term and thereafter, unless and until such Confidential Information ceases to be confidential. Neither Party, unless required by law, will make the other Party’s Confidential Information available in any form to any third party, or use the other Party’s Confidential Information for any purpose other than as contemplated under these Terms. Each Party may disclose Confidential Information to its employees, agents, consultants and representatives who have a need to know in connection with these Terms, provided that such employees, agents, consultants and representatives are advised of and acknowledge their obligations under this clause 13.
    2. Each Party will take reasonable steps to ensure that the other Party’s Confidential Information is not disclosed or distributed by its employees, agents, consultants or representatives in violation of these Terms. Each Party is responsible for the actions or omissions of its employees, agents, consultants and/or representatives with respect to the other Party’s Confidential Information.
    3. This clause will not be construed to prohibit disclosure of Confidential Information if such disclosure is necessary to enforce a Party’s rights under these Terms or is required by law.
    4. The obligations of confidentiality in these Terms survive termination.
14. MISCELLANEOUS
    1. SafeKiwi reserves the right to modify these Terms at any time by posting amended Terms on the AMLU website or by giving the Client notice of a change. Continued use by the Client of AMLU following the posting or provision of amended Terms will constitute acceptance by the Client of AMLU.
    2. All waivers under these Terms must be in writing to be effective. No waiver by either Party of any default or breach will be deemed to be a waiver of any subsequent default or breach.
    3. If any provision of these Terms is found to be invalid or unenforceable in law, such provision will be ineffective only to the extent that it is in contravention of applicable laws and such invalidity or enforceability will not operate to invalidate the remaining provisions of these Terms.
    4. Except for actions to protect intellectual property rights, to seek urgent relief or to enforce an arbitrator’s decision, all disputes arising out of or relating to AMLU or these Terms shall first be attempted to be resolved by the Parties using good faith negotiations and, where such negotiations have failed to resolve the dispute within 14 days of a Party notifying the other of a dispute, then submitted to and resolved by arbitration under the rules of New Zealand law and the current arbitration protocol of the Arbitrators and Mediators Institute Inc.
    5. The law of New Zealand governs these Terms and all matters related to these Terms will be construed in accordance with the law of New Zealand and the Parties submit to the exclusive jurisdiction of the courts of New Zealand in respect of any disputes arising from or in respect of these Terms.
    6. These Terms incorporate SafeKiwi’s AMLU Privacy Policy, which can be found on the AMLU website.
    7. These Terms, together with the AMLU Privacy Policy and any other document (for example, a schedule of Fees payable by the Client) which the Parties agree in writing is collateral to these Terms, contain the entire understanding and agreement between SafeKiwi and the Client with respect to the subject matter of these Terms and supersedes all other prior and contemporaneous proposals, representations, agreements, understandings and commitments. These Terms supersede any conflicting Terms in the Client’s standard terms and conditions (if any).
    8. SafeKiwi will not be responsible for failure of performance due to causes beyond its control.
    9. The Client may not assign any rights which it may have under these Terms to any third party without SafeKiwi’s prior written consent.