This End User License Agreement (the “EULA”) constitutes an Agreement between you (the “End User”, or “You”) and Arctic Intelligence (“FCS”), trading name of Financial Crimes Consulting Pty Ltd (ABN: 49 149 878 875) of Level 4 (Stone & Chalk), 11 York Street, Sydney, NSW 2000 Australia with respect to the End Users’ use of the www.arctic-intelligence.com websites (the “Site” or “Sites” or “The Product”) to which the End User purchases any of the products and services (“The Product”) based on the terms and conditions outlined below.
Prior to using any of the Arctic Intelligence products or services you are required to confirm that you have read, understood and agree to be bound by the terms outlined in the following End User Licence Agreement.
1. This agreement is entered into between Arctic Intelligence (“FCS”), trading name of Financial Crimes Consulting Pty Ltd (ACN: 149 878 875) of Level 4 (Stone & Chalk), 11 York Street, Sydney, NSW 2000 Australia and the end users (“End User”) of any of the following products and services, herein referred to as (“Site” or “Sites”)
- Health Checks
- Risk Assessments
- AML/CFT Programs
- KYC Remediation
- Training Solutions
- Consulting Services.
2. FCS agrees to provide the Site subject to both the terms and conditions and the the terms of the End User License Agreement (this page)
3. As part of the Product, FCS grants to the End User a revocable, non-exclusive, non-transferable licence to utilise the FCS Product for lawful purposes
4. The End User must not distribute, market, re-license, sub-license, rent, lease, adapt, translate, enhance, modify, de-compile, disassemble, reverse engineer or translate the whole or any part of the information included in the FCS Product, and must not merge the FCS Product into any other product or service without the prior written permission of FCS
5. In consideration of FCS providing the FCS Product to the End User, the End User agrees to pay to FCS the fees referred to in the respective product pages – http://www.arctic-intelligence.com/products/
6. Unless otherwise expressly stated, all fees and charges referred to in this agreement (including the Schedule) are exclusive of Goods and Service Tax (or similar taxes outside of Australia).
7. The End User warrants and represents that it –
(a) will comply with all applicable laws and regulations, including but not limited to privacy and data protection laws;
(b) has all licences, authorisations, consents and approvals necessary in order to perform its obligations under this agreement;
(d) will only use the FCS Product for the Permitted Purpose and otherwise in accordance with the terms of this agreement (including any obligations or restrictions set out in the Schedule);
(e) will utilise the FCS Product for its own purposes and will not forward, send or disseminate any data or information contained within the FCS Product to any other party; and
(f) will, upon request, provide all reasonable assistance to allow FCS to monitor and audit the End User’s compliance with this agreement, and to otherwise enable FCS to comply with its obligations to third parties (including but not limited to government departments and agencies)
8. The FCS Product is provided on the following terms –
(a) FCS does not represent or warrant or guarantee that the FCS Product is complete, accurate or correct and, accordingly, FCS does not represent or warrant or guarantee that any information provided by FCS to the End User as part of the FCS Product is complete, accurate or correct
(b) Any information provided by FCS to the End User as part of the FCS Product relies on the completeness, accuracy and correctness of data, which is entered by the End User.
(c) The provision of FCS Product by FCS may be contingent on data sources supplied by third parties, including government agencies, and accordingly the provision of the FCS Product and the Permitted Purpose may be unilaterally amended by FCS at any time without notice where such amendment is necessary for FCS to comply with its third party obligations.
(d) FCS does not make, and herby disclaims, any representations or warranties regarding the site, the features, the content, the products and services offered through the site or any portion thereof, express, implied or statutory, including (without limitation) implied warranties of merchantability, fitness for a particular purpose, title, non-infringement of third part rights or any warranties arising by course of dealing or custom of trade.
(e) FCS makes no representation that any material, content, features, products or services displayed on or offered through the site correspond to description, are accurate, complete, appropriate, reliable, or timely.
(f) FCS reserves the right not to post of publish any materials, and to delete, remove or edit any material, at any time in its sole discretion without notice or liability.
(g) FCS makes no representations or warranties that the service will meet end user requirements and/or access to and use of the site will be uninterrupted or error-free or viruses, malicious code, or other harmful components or otherwise secure.
(h)FCS shall use reasonable efforts to protect information submitted to the end user in connection with the sire, but end user acknowledges and agrees that the submission of such information is at its sole risk, and FCS hereby disclaims any and all liability to you for any loss or liability relating to such information in any way.
(i) To the maximum extent permitted by applicable law, neither FCS, its officers, its directors, its employees, its licensors, suppliers, partners, affiliates or third party service providers shall be liable to you or any third party for any direct, indirect, incidental, special, exemplary, punative or consequential damages, or any other form of damages in any manner arising out of or in connection with this agreement or your use of this service, regardless of the form of action or the basis of the claim or whether or not FCS has been advised of the possibility of such damages
(j) Some jurisdictions do not allow the exclusion of certain warranties. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and exclusions may not apply to you
(k) In the event that any limitation of liability shall fail of its essential purpose, the maximum liability that FCS shall have is limited to any amounts actually paid to FCS by the end user in the current year
(l) Noting that the Terms and Conditions – http://www.arctic-intelligence.com/terms – remain alongside this End User License Agreement
9. FCS, its contractors and sub-contractors, for the purposes of this agreement, are not –
(a) a Reporting Entity as defined in s.5 of the Australian Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (“AML/CTF Act”) and as such do not have an obligation to retain any copies of an identification procedure as required under s.113;
(b) to be considered part of any Designated Business Group as defined in s.5 of the AML/CTF Act and as such do not have an obligation to retain any copies of an identification procedure as required under s.113;
(c) to be considered agents of a Reporting Entity for the purposes of needing to retain copies of an identification procedure as required under s.113 of the AML/CTF Act.
(d) a reporting entity under any AML/CFT laws worldwide.
10. The End User is responsible for –
(a) procuring any software or applications which it requires to use or view the FCS Product (meaning compatible browsers);
(b) the accuracy of the information input into the FCS Product; and
(c) assessing and setting the risk tolerance level according to its needs.
11. FCS and its service providers will retain ownership of all intellectual property in the FCS Product (including any amendments, enhancements, modifications or updates resulting from the End Users use of the FCS Product)
12. Except as expressly set out herein, the End User will have no rights or interest with respect to the FCS Product. Nothing contained in this agreement will constitute a licence or grant of any rights to the End User with respect to any trademark, logo, service, mark, trade name, service name or patent
13. The End User must not distribute, modify, reproduce or create derivative works of, or attempt to authorise any distribution, modification, reproduction, or creation of derivative works of, any part of the FCS Product without FCSs prior express written consent
14. As used in this agreement, “Confidential Information” means any information communicated by either party to the other party in the context of their business relationship (whether documented now or in the future or otherwise) and includes –
(a) any information relating to an identified or identifiable individual (including, without limitation, name, postal address, telephone number, date of birth, government identity card number, driver’s license number, or any other unique identifier or one or more factors specific to the individual’s physical, physiological, mental, economic or social identity, and whether confidential customer data or otherwise) provided by either party to the other (“Personal Information”);
(b) proprietary or trade secret information, including, without limitation, the identity of FCSs data sources and vendors, and similar information which is clearly labeled or designated in writing as confidential by the disclosing party;
(c) information regarding use of products or services pursuant to any agreements between the parties; and
(d) the provisions of any agreements between the parties.
15. Except with respect to Personal Information, Confidential Information does not include information that is generally known to the public, information received in good faith from a third party not subject to a confidential obligation to the source, or information that was independently developed by the recipient without the developing persons having access to the confidential information.
16. Each party agrees that it will –
(a) not disclose, nor permit any person to disclose, to any other person or entity any Confidential Information except to those of its directors, officers or employees with a strict need to know as part of their official duties or as may be required by law;
(b) protect the other party’s Confidential Information with the same degree of care it uses to safeguard its own information of a similar character, provided that such degree of care shall not be less than a reasonable degree of care;
(c) advise any directors, officers or employees who receive the Confidential Information of the obligation of confidentiality hereunder and obtain from them their written obligation to be bound by the confidentiality provisions of this agreement;
(d) implement appropriate administrative, physical, technical and organisational measures, policies and procedures to protect Confidential Information against accidental or unlawful destruction or accidental loss, unauthorised alteration, disclosure or access, and other unlawful forms of processing;
(e) take commercially reasonable measures to prevent unauthorised access to, or use of, such Confidential Information or data received from the other party, whether the same is in electronic form or hard copy, by any person or entity;
(f) maintain and enforce secure data destruction procedures to protect the security and confidentiality of all information obtained through Confidential Information as it is being disposed;
(g) immediately notify the other party in writing if it suspects, has reason to believe or confirms that any Confidential Information is or has been lost, stolen, compromised, misused or used, accessed or acquired in an unauthorised manner or by any unauthorised person, or for any purpose other than legitimate business reasons; and
(h) comply with all applicable privacy and data protection laws, which may apply to the storage or transmission of any Confidential Information
17. The End User may terminate this agreement by giving 90 days written notice to FCS. In terminating this agreement the End User is not entitled to a refund of any fees paid
18. FCS may terminate this agreement by giving 1 months written notice to the End User. Any remaining fees paid at the end of the termination period will be repaid in full to the End User
19. FCS may terminate this agreement immediately in the event that the End User commits a material breach of any of its obligations under this agreement, or if there is a change of circumstances beyond FCS’s control which prevents FCS from providing the FCS Product.
20. Neither party will be liable for any delay or failure to perform its obligations under this agreement if such delay is due to an act of God, fire, flood, earthquake, explosion, accident, acts of the public enemy, terrorist acts, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, transportation embargo, change of law or strike (each a “Force Majeure”).
21. If a delay or failure of a party to perform its obligations is caused by, or anticipated because of, Force Majeure, the performance of that party’s obligations will be suspended.
22. If a delay or failure by a party to perform its obligations because of Force Majeure exceeds 30 days, either party may immediately terminate this agreement by giving written notice to the other party.
23. The End User will indemnify FCS, its affiliates and agents from and against any and all claim, damages, losses, liabilities or fees arising in connection with the use of the FCS Product, including but not limited to, any costs incurred as a result of a breach of any term of this agreement by the End User.
24. FCS is not responsible –
(a) if the End User fails to use the FCS Product in accordance with this agreement;
(b) if any equipment or software including any browser or server software operated by a third party fails;
(c) if a computer virus enters the End Users system as a result of the FCS Product; or
(d) for any damage to equipment, hardware, programs or data, whether stored or used with the FCS Product or otherwise, including the costs of repairing such equipment or hardware and the costs of recovering such programs or data.
25. To the extent permitted by law, other than to the extent expressly set out in this agreement, FCS makes no representations or warranties either express or implied –
(a) in relation to the quality, merchantability, performance or fitness for a particular purpose of the FCS Product;
(b) that the FCS Product will meet the End Users requirements;
(c) that the End Users use of the FCS Product will be uninterrupted or error-free or that any errors or defects in the FCS Product will be corrected; or
(d) regarding the interoperability, compatibility or coexistence of the FCS Product with the End User’s operating system or particular network environment or hardware.
26. FCS will not be liable for any loss, or failure to provide the FCS Product, which is caused by an unexpected delay or which arises as a result of FCS relying on any false, misleading or incomplete information or for any indirect or consequential losses.
27. The End User must not assign or transfer any rights or liabilities under this agreement to any other person, except with written consent FCS.
28. If, for any reason, FCS is required to disclose any or all of its data vendors to the End User, then the End User agrees that it shall be prohibited from contacting or doing business with the data vendors for the purpose of obtaining or using data from the data vendors at any time during the term of the Agreement or for a period of one (1) year after the term of the Agreement.
29. Any notices in relation to this agreement must be served to the parties at either of the following email addresses –
30. If any provision of this agreement is found to be illegal or unenforceable by any court of competent jurisdiction then that provision will be deemed to be deleted, but without affecting the remaining provisions.
31. A failure by either party to exercise or enforce any rights available to that party or the giving of any forbearance, delay or indulgence is not to be construed as a waiver of that party’s rights under this agreement.
32. This agreement (including the Schedule and any other documents referred to in the Schedule or this agreement) contains the entire agreement between the parties and there are no other representations, promises or conditions.