Service Trial Terms
This section applies to individuals or entities (“you”, “your”) that are participating in a service trial of any of Arctic Intelligence (“FCS“) products (the “Service”).
Your trial is permitted for a total of 15 days, from the date upon which we first make the Service available to you (the “Trial Period”) or such other extended period as expressly confirmed in writing by FCS.
FCS reserves the right to refuse to extend the Trial Period. When the Trial Period ends, if you wish to continue to receive the Service, you will be required to enter into a license agreement with FCS.
Your use of the Service is subject to the following terms and conditions and will apply upon your access to the Service. Such terms and conditions and all disputes or claims (including non-contractual disputes or claims) arising out of or in connection with them will be governed by and construed in accordance with the laws of New South Wales, Australia.
1. Your company and individuals under your control whom you allow to participate in the trial of the Service are referred to in these terms and conditions as “Users”. You are responsible for the Users’ acts and omissions and their compliance with these terms and conditions when they use the Service during the trial.
2. Users may access or download and install the Service, as applicable, for internal business evaluation purposes only (the “Purpose”) during the Trial Period. Any use of the Service for any other purpose, including using the Services for operational, risk management or compliance purposes or for the purposes of gathering competitive intelligence on behalf of any person or entity which provides a service that is competitive to the Service is not permitted.
3. Users may store items of information accessed via the Service (“Information”) during the Trial Period only. Users may distribute limited extracts of Information to other Users only. Any further storage or redistribution of information is not permitted. Users may not use, modify or create derived data of the Information for any purposes. You will ensure that all stored Information is deleted when the Trial Period ends.
4. To the extent that the Services includes any Information that, alone or in combination with other information, can be used to identify, locate or contact an individual (“Personal Data”), you agree that you will:
- Respond promptly and properly to any enquiry from FCS relating to the processing of the Personal Data and will cooperate in good faith with FCS and any data protection authority concerning all such enquiries within a reasonable time; and
- Implement and maintain appropriate technical and organisational measures to protect the Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, and such measures provide a level of security appropriate to the risk represented by the processing and the nature of that Personal Data;
- Process that Personal Data in accordance with applicable data protection and privacy laws and regulations binding on you;
- Promptly notify FCS in the event of a dispute or claim brought by an individual or data protection authority against you concerning the processing of Personal Data.
5. All commercial and technical, non-public information received about the Services and Information is confidential to FCS and you shall: (i) maintain it as such, using policies, procedures and technology at least as protective as you use to protect your own similar information (but in all cases at least commercially reasonable efforts); (ii) not disclose such information to any third party without the prior written consent of FCS; and, (iii) not use the Information for any purposes other than to evaluate the Service. You may disclose information received about the Service (but not Information) to other employees within your company for the purposes making your buying decision. Some Services are accessed via passwords that FCS will allocate to your Users. Users must keep their passwords confidential and not share them or allow any third party to use them.
6. You will not acquire any intellectual property rights in the Service nor remove, conceal or alter any copyright or other proprietary notices incorporated in the Service. Except as expressly permitted by these terms and conditions, no licences or rights are granted to you in respect of the Services.
7. To the extent that the Service includes message boards or other interactive elements (“Interactive Services”):
a) You accept, and will ensure that your Users comply with, the terms at (click link) or any other similar terms applying to Interactive Services notified to Users; FCS does not routinely monitor, and accepts no liability for, the material posted via Interactive Services.
b) You will not upload any data or materials to the Service other than test data or FCS may delete materials, which are not confidential, at the end of the Trial Period.
8. To provide you with a trial of the Service may involve FCS performing work and incurring costs to set-up the Services. In these circumstances, FCS reserves the right to charge a set-up fee. Details of any set-up fees and your payment obligations that apply to the Service will have been sent to you by your FCS representative prior to your acceptance of these terms and conditions, otherwise no such set-up fees shall apply. If you fail to make any payment of any such fees within 30 days of FCS’s invoice, your trial of the Service will cease.
9. You and your company acknowledge and agree that the trial and Services are being made available during the Trial Period without charge and your use of the Services is limited to evaluation purposes only. Except for death or personal injury caused by negligence or fraud or for other any matters that cannot be excluded by applicable law, neither FCS nor any of its affiliates or contractors: (a) shall be liable for any loss or damage incurred by you in connection with the provision of or failure to provide the Services, and (b) makes any express or implied conditions or warranties, including those as to merchantability, satisfactory quality or fitness for a particular purpose.
10. You warrant that neither you nor any of your affiliates will at any time during the Trial Period supply, sell or resell products or services which compete with the Service. You will notify FCS immediately if at any time during the Trial Period you cannot give the foregoing warranty. FCS reserves the right to terminate the Service Trial in the event of your breach of this warranty.
11. Each trial of a Service is personal to you and any rights or obligations contained in these terms and conditions may not be transferred to anyone else.
12. Service specific terms and conditions may be added to these trial terms and conditions. FCS will provide such additional terms and conditions separately.
B. End users also agree to comply with any additional terms which apply to third-party content, material, information, software or other services.
E. The contents contained within this site are provided for general information only and does not constitute the provision of professional advice. The content contains information that is intended to simplify the law for ease of comprehension. In addition, errors or omissions can occur in the preparation of content materials as a consequence of ongoing changes to compliance obligations and therefore should be used in this context only. Before any action or decision is taken on the basis of any materials the user should obtain appropriate independent professional advice. Links to other web sites are provided for the user’s convenience and do not constitute endorsement of material at those sites, or any associated organisation, product or service.
3. Intellectual Property
4. Licence to End User
B. Except as otherwise provided End Users may not re-work or re-digitise any Content or upload such Content to the Internet. End Users may not create any “derivative works” by altering any of the Content. End Users may not use the Content in conjunction with any other third-party content (e.g., to provide contents for a book or training materials) or otherwise exploit any such Content or for commercial purposes (including the sale of Content). End Users may not transfer or distribute Content.
C. End User shall promptly notify Arctic Intelligence in writing upon any discovery of any unauthorised use or infringement of the Site or its Content or Arctic Intelligence patent, copyright, trade secret, trademarks or other intellectual property rights.
D. End Users agree to indemnify, defend and hold harmless Arctic Intelligence for any failure to comply with this section.
E. Unless you notify Arctic Intelligence of any discrepancies in transactions within fourteen (14) days after they are first reported to you, such transactions will be deemed accepted by End User for all purposes, including resolution of inquiries made by your card issuer. End User releases Arctic Intelligence from all liabilities and claim of loss resulting from any error or discrepancy that is not reported to Arctic Intelligence within fourteen (14) days of its first appearance.
F. Arctic Intelligence reserves the right, at any time, to change its fees and billing methods, including the addition of supplementary fees or separate charges for content, or for services provided by Arctic Intelligence, effective immediately upon Arctic Intelligence providing notice of the change in accordance with this agreement. If any such change is unacceptable to the End User, the End User may terminate the Agreement. Your continued use of the site following the effective date of a change to such fees and billing methods shall constitute your acceptance of such change.
G. On occasion, technical problems may delay or prevent usage of the site. Whilst Arctic Intelligence operates the Sites from secure data centres with 24/7 backup facilities access cannot be guaranteed.
5. System Requirements
A. Use of the Site may require additional computer hardware, Internet access and certain software any or all of which may require the End User to make additional expenditures or pay fees. As use of the Site involves hardware, software, and Internet access, End Users ability to use the Service may be affected by the performance of these factors. End User acknowledges and agrees that system requirements may be changed from time to time and it is the responsibility of the End User to ensure that any changes necessary to enable the Site to operate effectively and efficiently are made.
6. Technological And Use Limitations
A. Arctic Intelligence will take what it believes to be reasonably commercial efforts to keep the Site operational. However, certain technical difficulties, routine site maintenance/upgrades and other events outside the control of Arctic Intelligence may, from time to time, result in temporary service interruptions. Arctic Intelligence also reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, functions of the Site with or without notice. You agree that Arctic Intelligence shall not be liable to you or to any third party for any of the direct or indirect consequences of any modification, suspension, discontinuance of or interruption to the Service.
B. As the Service is designed for personal sampling and use, you are not allowed to use any automated system for the selection or downloading of Content. Arctic Intelligence reserves the right to immediately and permanently terminate your access to the Service if Arctic Intelligence believes, correctly or incorrectly, that you are violating such limitation. In the event that End User is using an automated system to download Content, the End User shall be responsible to Arctic Intelligence for any losses suffered by Arctic Intelligence resulting either directly or indirectly from the breach of this Agreement.
C. End User will not directly or indirectly (by allowing others to use the End Users access to the Site); (a) attempt to or actually disrupt, impair or interfere with, alter or modify the Site or any information, data or materials posted and/or displayed by Arctic Intelligence or anyone else; (b) act in a way that affects or reflects negatively on Arctic Intelligence, the Site or anyone else; (c) collect or attempt to collect any information from others including, without limitation, personally identifiable information, without such party’s prior consent.
D. End User is prohibited from violating or attempting to violate the security of the Site. Violations of system or network security or this Agreement may result in civil or criminal liability. Arctic Intelligence has the right to investigate occurrences, which may involve such violations and may involve, provide information to and co-operate with, law enforcement authorities in prosecuting users who are involved in such violations.
7. Disclaimer of Warranties and Limitation of Liability
A. End User agrees that Arctic Intelligence will not be liable to End User or to any third party for termination of access to the Site.
B. Arctic Intelligence 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.
D. Arctic Intelligence 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.
E. Arctic Intelligence 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.
F. Arctic Intelligence 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.
G. Arctic Intelligence 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 Arctic Intelligence hereby disclaims any and all liability to you for any loss or liability relating to such information in any way.
H. To the maximum extent permitted by applicable law, neither Arctic Intelligence, 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 Arctic Intelligence has been advised of the possibility of such damages.
I. 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.
J. In the event that any limitation of liability shall fail of its essential purpose, the maximum liability that Arctic Intelligence shall have is limited to any amounts actually paid to Arctic Intelligence by the end user.
A. The End User of the site and/or any products and services contained herein indemnifies Arctic Intelligence and associated business partners or companies against all loss, damages, claims, liability, expenses, payments or outgoings incurred by or awarded against the End User arising directly or indirectly from:
(i) The End Users use of the compliance templates or other products. For the avoidance of doubt, this means that if the End User is ever sued or the subject of criminal or civil penalties from other third parties and/or AML/CTF regulators, including but not limited to fines or compensation that Arctic Intelligence will be fully indemnified.
(ii) Any act or omission of Arctic Intelligence (including any negligence, unlawful conduct or wilful conduct) by Arctic Intelligence relating to this agreement or arising as a consequence of the performance or non-performance of the products or services, intellectual property infringement, breach of confidentiality, misleading and deceptive conduct or other legal liability).
(iii) Any action taken by international AML/CTF regulators (e.g. AUSTRAC, OFAC, FDIC, HKMA, FSA, RBNZ, FMA etc. or any others not listed) or third parties against the End Users of the Site or any products or services, the End User indemnifies Arctic Intelligence against any liability and indemnifies and protects Arctic Intelligence against any liability as outlined in section 235 of the AML/CTF Act 2006 and other similar international AML/CTF legislation.
(iv) The information contained in the AML/CFT Health Check Templates is intended to provide only a summary and general overview on these matters. It is not intended to be replace AML/CTF Legislation, Rules or Guidance but is designed to assist reporting entity’s in assessing the effectiveness of the AML/CFT Program in managing ML/TF Risks and meeting regulatory expectations for compliance. The AML/CFT Health Check Tool or any other content or Sites, does not constitute nor should it be treated as legal advice or opinions and Arctic Intelligence accepts no liability for any loss suffered as a result of reliance on the information contained within the tool. We recommend that independent professional advice be sought if in doubt about AML/CFT compliance obligations.
B. Termination of this Agreement shall not relieve the End User of any obligations to pay any outstanding amounts due, including but not limited to any prorated charges accrued for a billing cycle in which this Agreement is terminated.
10. Dispute Resolution
A. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. In any event, the other provisions will remain in full force and effect.
B. Arctic Intelligence failure to enforce any provision in this Agreement will not constitute a waiver of such provision.