Last updated: 1 July 2025
Software-as-a-Service (SaaS) Licensing Agreement
These terms and conditions govern your use of our platforms unless alternate terms and/or amendments have been agreed and executed separately between the parties. These License Terms are maintained on our website and may be reviewed and updated from time to time at our sole discretion.
Schedule of terms
The SaaS Licensing Agreement (“Agreement”) is entered into and is effective as of the “Commencement Date” by and between:
we, us or our (the licensor)
Arctic Group Holdings Pty Ltd (ACN: 663 505 306) has a number of wholly owned subsidiaries including:
- Arctic Intelligence Group Pty Ltd (ACN: 663 505 628) – holding company
- Financial Crimes Consulting Pty Ltd (ACN: 149 878 875) – trading as Arctic Intelligence and the licensor of the Risk Assessment Platform
- AML Accelerate Pty Ltd (ACN: 613 371 458) – the licensor of the AML Accelerate Platform
- Arctic Intelligence (UK) Limited (12472375) is a UK trading entity, licensed to resell both the Risk Assessment Platform and AML Accelerate Platform
Address: 36a Hickson Road, Sydney, NSW 2000, Australia
Email: [email protected]
Telephone: +61(0) 8001 6433
you or your (the licensee)
The Licensee
Each may be referred to individually as a “Party” and collectively as the “Parties”.
Capitalised terms shall have the meaning set forth in the Definitions and Interpretations.
1 License Grant
1.1 Access and Use: In consideration of your payment of the “Fees” and subject to your continued compliance with the terms of this Agreement, we grant you a non-exclusive, non-transferable (except with our written permission), non-sublicensable (except as otherwise permitted under this Agreement), personal and revocable, limited right “License” to access and use the “Software” and “Documentation” (together the “SaaS Services”) during the Term, solely for your internal business purposes.
1.2 Authorised Users: You agree that the Licence permits you (and the agreed number of “Authorised Users”) to access and use the Software and Documentation, as set out in the Proposal. You may, at any time, request an increase in the number of Authorised Users by submitting a request in writing to us. We may, in our sole discretion, agree to such a request subject to you agreeing to any proposed increase in the Fees.
2 Restrictions on Use
2.1 You must not (and must ensure that any Authorised Users do not) access or use the SaaS Services except as permitted by the Licence and you must not and must ensure that any other person (including an Authorised User) does not:
(a) use the SaaS Services in any way that breaches any applicable Laws or infringes any person's rights, including Intellectual Property Rights (and privacy rights);
(b) use the SaaS Services in any way that damages, interferes with, or interrupts the supply of the SaaS Services;
(c) introduce malicious programs into our hardware and software or Systems, including viruses, worms, trojan horses and e-mail bombs;
(d) allow others to access or use your/their Account, password, or authentication details;
(e) continue to use the SaaS Services after termination of their employment and/or relationship with you;
(f) use the SaaS Services to carry out security breaches or disruptions of a network.
This includes accessing data where you are not the intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data (including network sniffing/monitoring, pinged floods, packet spoofing, denial of service and forged routing information for malicious purposes);
(g) use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person’s use of the SaaS Services.
(h) use the SaaS Services to circumvent user authentication or security of any of our networks, accounts, or hosts or those of members or suppliers;
(i) use the SaaS Services to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing, or unwanted;
(j) send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages, or use the Services in breach of any person's privacy (such as by way of identity theft or phishing).
(k) use the SaaS Services to carry out security breaches or disruptions of a network.
This includes.
2.2 Neither Party will misuse the other’s software or intellectual property. Licensee will not sublicense, resell, or modify the Software beyond permitted configurations.
3 Access and Availability
3.1 We agree to use commercially reasonable endeavours to ensure the SaaS Services available and accessible during the Term.
3.2 During the Term, from time to time, we may perform scheduled and emergency maintenance and updates in relation to the SaaS Services. You agree that access to, or the functionality of all or part of the SaaS Services, may need to be suspended for a time in order for us to do this.
3.3 We will endeavour to provide you with reasonable notice (not less than 48 hours for scheduled maintenance), where possible, of any interruptions to access and availability of the SaaS Services
4 Account Setup and Maintenance
4.1 In order to set up Accounts for you and each Authorised User to access and use the SaaS Services, you will need to provide us with certain information (for example, names and email addresses).
4.2 You must ensure that any information you provide to us, or we request from you, for your Account, is complete and accurate and you are authorised to provide this information to us.
4.3 It is your responsibility to keep your Account details confidential. You are responsible for all activity on your Account and all activity by any Authorised User on their Accounts, and for ensuring that any activities on any Accounts comply with this Agreement.
4.4 We are not responsible for the management or administration of your Account or your Authorised Users.
5 Additional Services
5.1 You may request Additional Services, including support and assistance on a consultancy basis or bespoke customisation to the scope or functionality of the Services, by providing written notice (including by email) to us.
5.2 We may, at our discretion, provide you with written notice in the form of a scope of services, a proposal, or a statement of work (as applicable) covering the Additional Services requested and any further fee required for us to undertake the Additional Services.
5.3 If you agree to the scope of services, proposal, or statement of work (as applicable), for the Additional Services, then we will provide the Additional Services to you in consideration for payment of the additional fee, which will form part of the Fees.
6 Fees and Payment
6.1 Fees: You agree to pay us the Fees (and all pre-approved expenses, if applicable), and any other amounts payable to us under this agreement in accordance with the Payment Terms.
6.2 Payment terms: We will invoice you annually in advance (or as otherwise agreed), and you are obliged to pay within (14) days of the invoice date (unless otherwise agreed in writing between both Parties).
6.3 Late payment: If you have not paid within 30 days of the invoice date, interest will accrue on all late payments at 2% per month or the maximum permitted by law.
6.4 Very late payment: If you have not paid any uncontested amounts within 60 days of the invoice date, as well as accrued interest (as above), we reserve the right to suspend your account until payment has been received. We also reserve the right to instigate recovery proceedings to recover the debt due, including our additional costs of doing so. If you rectify such non-payment within a reasonable time after the Account has been suspended, then we may, at our discretion, reinstate your Account, as soon as reasonably practicable.
6.5 Taxes: Each Party shall bear its respective tax liabilities; however, you are responsible for sales, use, and similar taxes.
6.6 Refunds: Subject to your Statutory Rights and to the maximum extent permitted by law, all amounts paid by you for the Services (including the Fees) are non-refundable.
6.6 Termination for convenience: If you terminate for convenience (not cause), then 50% of the Fees for the remaining license term will become payable.
6.7 Variation to the Fees: We reserve the right to vary the Fees by up to 10% on each anniversary date, either based on this Agreement or by providing written notice to you at least thirty (30) days prior to expiry and the new Fees will take effect on and from the end of the then term. If you do not agree to any Fee variation, you may terminate this Agreement at the end of the then Term, noting no refund will be due.
7 Term and Termination
7.1 Initial Term: This Agreement commences on the Commencement Date and remains in force for the initial term set forth in the Schedule (“Initial Term”) and unless either Party gives written notice at least sixty (60) days prior to expiration, automatically renews for the same duration as the Initial Term (“Renewal Term”).
7.2 Termination for Convenience: You may terminate this Agreement for convenience upon at least three (3) months’ written notice. If you terminate this Agreement for convenience, you agree to pay a termination fee equal to 50% of the unpaid fees remaining for the Initial Term.
7.3 Termination for Cause: Either Party may terminate for material breach not cured within thirty (30) days of notice. Termination will not affect accrued rights or obligations.
This Agreement will terminate immediately upon written notice by:
(a) us, if:
(1) you (or any Authorised Users) breach any material term of this Agreement;
(2) you (or any Authorised Users) breach any provision of this Agreement and that breach has not been remedied within 20 Business Days of being notified by us;
(3) you fail to provide us with clear or timely instructions or information to enable us to provide the Services;
(4) do not adjust your usage of our Support Services in line with a request by us that is issued in accordance with this Agreement;
(5) for any other reason outside our control which has the effect of compromising our ability to provide the Services;
(6) you are unable to pay your debts as they fall due; or
(7) you attempt to terminate this Agreement early (including through repudiation); and
(b) you, if we:
(1) are in breach of a material term of this Agreement, and that breach has not been remedied within 20 Business Days of being notified by you; or
(2) are unable to pay our debts as they fall due;
(3) or fail to remediate identified deficiencies, or
(4) experience a significant data security incident without adequate response measures in place.
7.4 Effect of termination: Upon termination, your rights to use the Software and Documentation cease, and each Party shall return or destroy the other’s Confidential Information.
7.5 Upon expiry or termination: we will immediately cease providing the Services and you must pay for all Services provided prior to expiry or termination including Services which have been provided and have not yet been invoiced to you, and all other amounts due and payable under this Agreement.
7.6 Licensee Data: On or before this agreement expires or terminates you are advised to download your materials, since we reserve the right to delete your Account and all associated Licensee Data once your account is inactive. Once your Account and its data has been deleted, this is irreversible.
8 Intellectual Property Rights
8.1 Ownership: The Parties agree that nothing in this Agreement constitutes a transfer or assignment of any Intellectual Property Rights. All intellectual property rights in the Software, Documentation and Services remain our exclusive property and these Intellectual Property Rights will at all times vest, or remain vested, in us (or, if applicable, our third-party service providers). To the extent that ownership of these Intellectual Property Rights does not automatically vest in us, you agree to do all acts necessary or desirable to assure our title to such rights.
In the use of any Intellectual Property Rights in connection with this Agreement, you agree that you must not (and you must ensure that your Authorised Users do not) commit any Intellectual Property Breach.
You must not whether directly or indirectly, without our prior written consent:
(1) copy, modify, adapt, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the SaaS Services (or any part of the Equipment or Services) or otherwise attempt to discover any part of the source code of the SaaS Services;
(2) use any unauthorised, modified version of the Services, including (without limitation) for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to the SaaS Services;
(3) use the Services in a manner that is contrary to any Laws or in violation of any Intellectual Property Rights or privacy rights;
(4) publish, post, upload or otherwise transmit data that contains any viruses, trojan horses, worms, time bombs, malware, corrupted files, or other computer programming routines that are intended to damage, detrimentally interfere with information or property of any person;
(5) use or knowingly permit the use of any security testing tools in order to probe, scan, or attempt to penetrate or ascertain the security of the Services;
(6) unless authorised under this agreement, use the Services in a web-enabled form for the purposes of third-party analysis or view via the internet or other external network access method;
(7) rent the use of the Services to any third parties;
(8) take any action that may compromise or jeopardise our Intellectual Property Rights in the Services or otherwise;
(9) remove or deface any confidentiality, copyright or other proprietary notice placed on the Services;
(10) make any representations or warranties to any third parties that could be construed as being representations or warranties from us in relation to the Services or any other matter;
(11) use the Services in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing; or
(12) do any other thing in relation to the Services which is specifically prohibited by us, whether by verbal instruction or direction, or in writing.
8.2 Licensee Data: We agree that you own all Intellectual Property Rights in your materials all data submitted by you remains your property. Licensor may use Licensee data only to provide the Services and ensure performance.
8.3 Feedback: You agree that we may use Feedback in any manner which we see fit (including to improve existing functions, develop enhancements or new features) and no benefit will be due to you as a result of any use by us of any Feedback.
8.4 Survivorship: This clause (8) will survive the termination of expiry of this agreement.
9 Confidential Information
9.1 Each Receiving Party agrees:
(a) not to disclose the “Confidential Information” of the Disclosing Party to any third party;
(b) to use all reasonable endeavours to protect the Confidential Information of the Disclosing Party from any unauthorised disclosure; and
(c) to only use the Confidential Information of the Disclosing Party for the purposes for which it was disclosed or provided by the Disclosing Party, and not for any other purpose.
9.2 the obligations in clause 9.1 do not apply to Confidential Information that:
(a) is required to be disclosed in order for the Parties to comply with their obligations under this Agreement;
(b) is authorised to be disclosed by the Disclosing Party;
(c) is in the public domain and/or is no longer confidential, except as a result of a breach of this Agreement; or
(d) must be disclosed by Law or by a regulatory authority, including under subpoena.
9.3 Survivorship: This clause (9) will survive the termination of expiry of this agreement.
10 Privacy
10.1 Each Party agrees to comply with all applicable data protection and privacy laws in relation to any personal data processed under this Agreement, noting that the use of the SaaS does not typically require the processing of any personally identifiable information (PII data). Each Party shall implement and maintain reasonable administrative, technical, and organisational safeguards to protect the confidentiality, integrity, and availability of any personal or sensitive information received from the other Party.
10.2 To the extent either Party processes personal data on behalf of the other, such Party shall:
(a) process the data only in accordance with the disclosing Party’s lawful instructions;
(b) not disclose the data to any third party without prior written consent, except as required by law; and
(c) promptly notify the disclosing Party of any actual or suspected unauthorised access, use, or disclosure of the data.
10.3 We agree to handle any data you provide to us, in accordance with our privacy policy which explains how we collect, use, and disclose any data provided to us, by you. We may collect and use technical and other information including “CEIP information” to make improvements to the software and/or to improve, enhance or expand the services offered or to be offered by us to you, third parties and/or other customers.
10.4 Unless otherwise agreed in writing, you consent to our use of your company name and reproducing your corporate logo on our corporate website and/or in promotional material, provided such use is only to indicate that you are or were a customer of ours.
10.5 Both Parties agree to cooperate in good faith to address any data subject rights requests or regulatory inquiries related to personal data shared or processed under this Agreement.
11 Security and Data Protection
11.1 Information Security Program: We will use reasonable commercial efforts to maintain industry-standard physical, technical, and administrative security measures to protect your from unauthorised access, use, alteration, disclosure, or destruction.
11.2 Information Security Standards: We will engage independent and qualified auditors, to conduct, on at least an annual basis:
(a) a penetration test of our SaaS Software; and
(b) ISO27001 certification review.
Following these we will on request provide you with relevant third-party certifications, audit reports, assurances, or insurance certifications
11.3 Security Incidents or Data Breaches: If either Party becomes aware of or suspects that your data may have been compromised (a “Security Incident”), that Party must promptly (within 72 business hours) notify the other. Upon notification, we will:
(a) take reasonable steps to contain and remediate the Security Incident, where feasible; and
(b) investigate to confirm whether a Security Incident occurred, assess its cause and impact and the steps to rectify or mitigate against future incidents
(c) we may suspend the Services if it is deemed necessary, at our sole discretion, to manage and respond to a Security Incident
11.4 Notifiable Data Breaches: In the event of an actual or suspected data breach involving your data, we shall notify you within seventy-two (72) hours of becoming aware and provide timely updates and remediation steps until the matter is resolved in line with any agreed “Service Level Agreement” (SLA).
11.5 Backups: We will maintain regular backups during the license term and on expiry or termination of this Agreement, you are advised to download your data, since we do not commit to retaining your Account and/or your data if your license expires or lapses.
11.6 Deletion of Data: We can, following your written request, delete your Account (and consequently all your data), but please note this process is irreversible, so it is advised you take a backup of your data.
11.7 Data Processing and Transfers: All processing or transfer of your data will comply with applicable privacy laws, including but not limited to GDPR, DORA, CCPA, or other regional data protection laws.
11.8 Updates, Fixes and Variations: We may make changes to the SaaS Services at any time without your consent, provided those changes do not substantially and adversely affect your use and enjoyment of the SaaS Services. For example, bug fixes, feature enhancements and improvements.
12 Warranties and Disclaimers
12.1 Mutual Warranties and disclaimers: Each Party warrants that it has the power and authority to enter into this Agreement. Except as set out above, both Parties disclaim all warranties, including expressed or implied warranties of merchantability, fitness for a particular purpose, or accuracy of results.
12.2 Licensor Warranties: We will use reasonable efforts to ensure the SaaS Services are developed and maintained in a professional manner and perform materially in accordance with our Documentation. We have the right to grant you the license to use the SaaS Services, and providing theses, does not infringe on anyone else’s intellectual property rights.
12.3 Licensee Warranties: You acknowledge that the SaaS Services are provided “as is” and “as available” and can be fully configured by you in any manner (i.e., modifications to methodologies, risk models, weightings, answer sets and control tests etc.) which is outside of our control and as such, we are not liable for any decisions or actions taken by you. You acknowledge that you use the SaaS Services at your own risk and that any outputs from the Services are for general use only and do not constitute legal, financial, or professional advice. You agree to ensuring all Authorised Users understand and agree to abide by the terms of this Agreement and that you will inform us of:
(a) any concerns with the SaaS Services and work with us collaboratively to resolve them; and
(b) any suspected or actual breach of this agreement by any Authorised User, within 72 business hours.
13 Indemnification and Limitations of Liability
13.1 Indemnification: Each party agrees to defend, indemnify, and hold harmless the other party including its affiliates, directors, officers, shareholders, employees, and contractors against any third-party claims, losses, or costs (including reasonable legal fees). We shall defend and indemnify you from third-party claims against intellectual property right infringements and you shall indemnify us from third-party claims arising from unauthorised use of the Software.
13.2 To the maximum extent permitted by law:
(a) neither party is liable for any indirect, special, or “Consequential Loss” (including lost profits or loss of business); and
(b) each party’s liabilities will be reduced to the extent that the other party contributed to the loss, including by failing to mitigate it.
13.3 Liability Cap: Each Party’s aggregate liability under this Agreement shall not exceed the total fees paid by the Licensee in the twelve (12) months prior to the event giving rise to the claim.
13.4 Time Limits: Any claim arising out of this Agreement must be made within 90 days of the event giving rise to it, or within 90 days of termination or expiry of this Agreement, whichever is earlier. Claims made after these periods are permanently barred.
13.5 Exceptions: Each party agrees that the limitations of liability does not apply to – (a) wilful misconduct (b) fraudulent or dishonest behaviour (c) breaches of confidentiality or (d) unauthorised use of the Software.
14 Dispute Resolution
14.1 Dispute Resolution Process: If a dispute arises out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, the parties agree to the following steps:
(a) Internal Resolution: use all reasonable efforts to resolve the dispute through good faith discussions between the representatives directly involved with the matter.
(b) Escalation to Executive Level: if the dispute is not resolved within thirty (30) business days of initial discussions, the matter must be escalated to the CEO’s (or equivalent senior executives) of each party. The executives must agree to meet (virtually or in person) and attempt in good faith to resolve the dispute within a further thirty (30) days.
(c) Mediation or Arbitration: if the dispute remains unresolved after escalation, the parties agree to attempt to resolve the dispute by mediation or, if mutually agreed, binding arbitration. The process will be conducted by a mutually agreed independent mediator or arbitrator, or if no agreement is reached, by a person appointed by national or federal/state arbitration body in the governing jurisdiction. The mediation or arbitration shall take place in English, and each party shall bear its own costs unless otherwise decided by the mediator or arbitrator.
(d) Legal Proceedings: if the dispute is not resolved within thirty (30) business days (or such longer period agreed in writing) after mediation or arbitration is concluded, either party may initiate legal proceedings in a court of competent jurisdiction.
14.2 Injunctive or Urgent Relief: Nothing in this Agreement prevents either party from seeking urgent or interim relief, including injunctive or equitable remedies, from a court of competent jurisdiction where such relief is reasonably necessary to protect that party’s rights, including but not limited to the protection of intellectual property, confidential information, or to prevent actual or threatened harm that cannot be adequately remedied by damages.
15 Governing Law
15.1 This Agreement is governed by, and must be construed in accordance with, the laws of Australia. Each party irrevocably submits to this exclusive jurisdiction for any court proceedings arising out of or in connection with this Agreement.
16 General Provisions
16.1 Force Majeure: Neither party will be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) due to events beyond its reasonable control, including natural disasters, war, acts of terrorism, pandemics, labour disputes, or failures of suppliers or internet services or your “Computing Environment” (“Force Majeure Event”).
16.2 Assignment: Either party may assign, transfer, or novate this Agreement, in whole or in part, to any third party, including an affiliate, successor, or purchaser of all or substantially all of its assets or business, without the prior consent of the other party
The assigning party must provide written notice to the other party as soon as reasonably practicable after the assignment. The assignee will be bound by the terms of this Agreement, and the assigning party remains responsible for obligations accrued prior to the assignment.
16.3 Entire Agreement: This Agreement, including any Proposals, Order Forms or Schedules, constitutes the entire agreement between the parties and supersedes all prior agreements, negotiations, and representations, whether written or oral, relating to its subject matter.
16.4 Amendments: No amendment or modification to this Agreement is valid unless in writing and signed by authorised representatives of both parties.
16.5 Notices: All notices under this Agreement must be in writing and sent to the designated contact of the other party by email or registered mail. Notices are deemed received: (a) if sent by email, when confirmation of transmission is received or (b) if sent by registered mail, three (3) business days after dispatch.
16.6 Online execution: This Agreement may be executed by means of such third-party online document execution service as we nominate subject to such execution being in accordance with the applicable terms and conditions of that document execution service.
16.7 Exclusivity: The Services will be provided to you on a non-exclusive basis.
16.8 Relationship of Parties: This Agreement is not intended to create a partnership, joint venture, employment, or agency relationship between the Parties.
16.9 Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision will be severed, and the remaining provisions will continue in full force and effect.
16.10 Further Assurance: Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to this Agreement and their obligations under it.
16.11 Counterparts: This Agreement may be executed in any number of counterparts, including electronically, each of which is deemed an original, and all of which together constitute one and the same instrument.
17 Definitions
In this Agreement, unless the context otherwise requires, capitalised terms have the meanings given to them in this Agreement:
Account means an account accessible to you and/or your Authorised Users to use the Services, including, the SaaS Services.
Additional Services means any Services not set out in the Services description in the Schedule which we agree to provide to you.
Agreement means these terms and conditions, all schedules (including the Schedule), annexures and attachments included, or referred to, in this agreement.
Authorised User, if applicable, means a user permitted to access and use the Services under your Account, as further particularised in the Schedule.
Business Day means a day on which businesses in New South Wales, Australia are open for business excluding Saturdays, Sundays, and public holidays.
Computing Environment means your computing environment including all hardware, software, information technology and telecommunications services and Systems.
Confidential Information includes information which:
(a) is disclosed to the Receiving Party in connection with this Agreement at any time;
(b) is prepared or produced under or in connection with this Agreement at any time;
(c) relates to the Disclosing Party’s business, assets, or affairs; or
(d) relates to the subject matter of, the terms of and/or any transactions contemplated by this Agreement, whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the Receiving Party receives that information.
CEIP Information means information arising from or as a result of your use of our software and/or services including but not limited to:
(a) Configuration data – technical data about how you have configured and use the software and related environment information such as technical data related to the devices used to access our software.
(b) Feature usage data – data about how you use the software including how the features and functionality are used (or not used as the case may be) and any customisation of additional features or changes requested by you.
(c) Performance data – data about the performance of the software including response times for user interfaces, links, and functionality; and
(d) Input data – data and information entered by you into our software.
Commencement Date means the date on which the rights and obligations under a contract officially begin, after signatures are provided by both parties on this Agreement.
Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.
Documentation means any technical or functional guides, FAQs, help centre or in-application tutorials or other materials designed to assist Authorised Users.
Expenses means any disbursements, travel costs, accommodation costs and third-party costs, reasonably and directly incurred by us or our Personnel for the purpose of the provision of the Services.
Fees means the charges payable under this Agreement, including annual license fees, authorised user fees, assessment unit fees, content module fees, add-on module fees, implementation fees and fees for consulting or training services as agreed in the Proposal.
Feedback means any idea, suggestion, recommendation, or request by you (or any of your Personnel or Authorised Users or your customers), whether made verbally, in writing, directly or indirectly, in connection with the Services.
Improvements means any development, modification, adaptation or improvement of Our Materials or any New Materials made by or on behalf of either Party (or any of their respective Personnel), or in respect of which Intellectual Property Rights are acquired by either Party during the Term.
Initial Term means the term of this Agreement.
Insolvency Event means any of the following events or any analogous event:
(a) a Party disposes of the whole or any part of the Party’s assets, operations, or business other than in the ordinary course of business;
(b) a Party ceases, or threatens to cease, carrying on business;
(c) a Party is unable to pay the Party’s debts as the debts fall due;
(d) any step is taken by a mortgagee to take possession or dispose of the whole or any part of the Party’s assets, operations, or business;
(e) any step is taken for a party to enter into any arrangement or compromise with, or assignment for the benefit of, a Party’s creditors or any class of a Party’s creditors; or
(f) any step is taken to appoint an administrator, receiver, receiver and manager, trustee, provisional liquidator, or liquidator of the whole or any part of a Party’s assets, operations, or business.
Intellectual Property means any copyright, registered and unregistered trademarks, designs (whether or not registered or registrable), domain names, know-how, inventions, processes, trade secrets or Confidential Information; or circuit layouts, software, computer programs, databases, or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements, or modifications of, the foregoing.
Intellectual Property Breach means any breach by you (or any of your Personnel) of any of our Intellectual Property Rights (or any breaches of third-party rights including any Intellectual Property Rights of third parties), including, but not limited, to you (or your Personnel):
(a) copying, altering, enhancing, adapting, or modifying any of our Intellectual Property;
(b) creating derivative works from our Intellectual Property;
(c) providing or disclosing our Intellectual Property to, or allowing our Intellectual Property to be used by, any third party;
(d) assigning or transferring any of our Intellectual Property Rights or granting sublicenses of any of our Intellectual Property Rights, except as expressly permitted in this Agreement;
(e) reverse engineering or decompiling any of our Intellectual Property Rights, except where permitted by Law; or
(f) using or exploiting our Intellectual Property for purposes other than as expressly stated in this Agreement (including, without limitation, using our Intellectual Property for commercial purposes or on-selling our Intellectual Property to third parties).
Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.
Laws means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any person with the authority to bind the relevant Party in connection with this Agreement or the provision of the Services.
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future, or contingent and whether involving a third party or a Party to this Agreement or otherwise.
Liability Cap means the maximum amount one party can be held legally responsible for under the agreement, regardless of the total loss or damage incurred.
License means the legal right granted to a user to access and use the Software and Documentation under the terms and conditions specified in this Agreement.
Licensor means us, Financial Crimes Consulting Pty Ltd (trading as Arctic Intelligence) or wholly owned subsidiaries of Arctic Group Holdings Pty Ltd.
Licensee means you or your.
Your Materials means all Intellectual Property developed solely by you whether before or after the date of this Agreement, excluding any modifications or amendments to our materials.
Our Materials means all work, models, processes, technologies, strategies, materials, information, documentation, and services (including the Specifications, Intellectual Property and Services) that we may provide to you under this Agreement, and which may contain material which is owned by or licensed to us and is protected by domestic and international laws.
For the avoidance of doubt, Our Materials includes any information and content made available to you as part of the Services, including in any pre-populated answers such as those that you can select as part of using our Services and any and all resources (including templates)).
Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents;
Privacy Laws means any legal framework in the governing jurisdiction that governs the collection, use, storage, and disclosure of personal information to protect individuals' rights to privacy.
Privacy Policy means any privacy policy set out on our Site.
Renewal Term means the term in which the License shall renew, and which shall be equal to the duration of the Initial Term. For example, if the Initial Term is 3-years the Renewal Term shall also be 3-years.
SaaS Services means our platform(s); AML Accelerate Platform, Risk Assessment Platform or Health Check Platform and all relevant Documentation as specified in the Proposal.
Schedule means any schedules attached to these terms and conditions.
Site means the website located https://arctic-intelligence.com/ or hosting locations app.amlacelerate.com or app.risk-platform.com.
System means all hardware, software, networks, and other IT systems used by a Party from time to time, including a network.
Term means the duration of the agreement, including the Initial Term and any subsequent Renewal Terms during which the software license remains in effect.
18 Interpretation
In this Agreement, unless the context otherwise requires:
(a) a reference to this Agreement or any other document includes the document, all schedules, and all annexures as novated, amended, supplemented, varied, or replaced from time to time;
(b) a reference to a natural person includes a body corporate, partnership, joint venture, association, government or statutory body or authority or other legal entity and vice versa;
(c) a reference to a party (including a Party) to a document includes that party’s executors, administrators, successors, permitted assigns and persons substituted by novation from time to time;
(d) a reference to a covenant, obligation, or agreement of two or more persons binds or benefits them jointly and severally;
(e) a reference to time is to local time in New South Wales; and
(f) a reference to $ or dollars refers to the currency of Australia from time to time.