Terms of Service – Clear AML

1.1 Eligibility

You must be at least 18 years old and have legal capacity to form a binding contract. You must comply with all applicable laws when using the Service, including the Anti‑Money Laundering and Counter‑Terrorism Financing Act 2006 (Cth) ("AML/CTF Act"), applicable sanctions laws, and privacy laws.

1.2 Account Owner and Authorised Users

The person or entity that first subscribes or signs an order form is the "Account Owner". The Account Owner may invite individuals within its organisation to access the Service ("Authorised Users"). The Account Owner is responsible for:

• ensuring registration information for the Account Owner and all Authorised Users is accurate, complete and kept up to date;
• configuring and managing user roles, permissions and access;
• all activity that occurs under its account, including actions by Authorised Users and anyone using credentials issued to them; and
• resolving disputes regarding control of the account. We may rely on instructions from the Account Owner's designated administrator as conclusive.

1.3 Account security

You must maintain the confidentiality and security of all login credentials. You must notify us promptly if you become aware of any unauthorised access or use of your account. We may require multi‑factor authentication and may suspend access where account security is at risk.

2.1 Subscription plans

Access to the Service is provided on a subscription basis. Plan limits, features and pricing are described on our website or in an agreed order form.

2.2 Fees and taxes

Fees are billed in advance on a monthly or annual basis as selected, unless otherwise agreed. All fees are exclusive of applicable taxes and duties (including GST). You are responsible for all applicable taxes, except taxes based on our net income.

2.3 Invoicing and payment terms

We may charge fees to a payment method you provide, or issue invoices payable within the timeframe stated on the invoice or order form (for example, 14 days). If a payment is overdue, we may:

• charge interest on the overdue amount at the rate prescribed under the Penalty Interest Rates Act 1983 (Vic) or such lesser rate as we determine;
• suspend access to the Service or limit certain features until all amounts due are paid; and
• terminate the subscription in accordance with section 13.

2.4 Automatic renewal and price changes

Subscriptions automatically renew at the end of each billing period at the then‑current pricing unless the Account Owner cancels before renewal. We will give at least 30 days' prior written notice of any material increase in fees. You may cancel your subscription before the renewal date if you do not agree to the new pricing, without penalty.

2.5 Trials and beta features

We may offer free trials or beta features. Our free trial does not require payment card details and does not automatically convert to a paid subscription — you must actively choose to upgrade at the end of the trial period. Beta or preview features are provided "as is" for evaluation purposes only, may change or be withdrawn at any time, and are not covered by our standard support or uptime commitments.

2.6 Prepaid screening wallet credits

The Service includes a prepaid wallet for screening and verification credits. Unused wallet credits at the time of subscription cancellation or termination are refundable on written request submitted to support@clearaml.com.au within 30 days of the termination date. Requests submitted after that period will not be honoured. We reserve the right to offset any outstanding amounts owed to us against any wallet credit balance before processing a refund.

2.7 Refunds — subscription fees

Except where required by law (including under the Australian Consumer Law) or expressly stated in an order form, subscription fees are non‑refundable during the applicable subscription term. If you terminate due to our uncured material breach or failure to remedy a defect in the Service, we will refund pro‑rata pre‑paid, unused subscription fees for the remaining portion of the current term.

3.1 Regulatory compliance

You are solely responsible for determining whether the Service is suitable for your regulatory obligations and for ensuring your use of the Service aligns with your AML/CTF program, risk appetite, privacy obligations, and any professional or industry‑specific requirements. You must obtain and maintain all consents, notices and authorisations required for us to process personal information and Customer Data on your behalf, including where you use biometric features or access third‑party data sources through the Service.

3.2 Sanctions and export controls

You must not use the Service in a manner that violates applicable sanctions laws or export control regulations, including those administered by the Australian Department of Foreign Affairs and Trade (DFAT), the United Nations Security Council, the US Office of Foreign Assets Control (OFAC), or the UK Office of Financial Sanctions Implementation (OFSI). You represent and warrant that neither you, your Authorised Users, nor any entity you represent is a sanctioned party or located in a jurisdiction subject to comprehensive sanctions. We may immediately suspend or terminate your access without notice if we reasonably believe you are in breach of this clause.

3.3 Acceptable use

You agree that you will not (and will not permit anyone else to):

• use the Service for any unlawful, fraudulent or harmful purpose, or in violation of applicable laws (including AML/CTF, sanctions, privacy and data‑protection laws);
• upload, transmit or store content that is illegal, defamatory, abusive, misleading, malicious, obscene or otherwise objectionable;
• upload or distribute malware, viruses, worms or other malicious code;
• attempt to gain unauthorised access to, interfere with, damage or disrupt any part of the Service or its related systems or networks;
• circumvent or attempt to circumvent any usage limits, security controls or access restrictions;
• copy, modify, adapt, translate, create derivative works from, decompile, reverse‑engineer or otherwise attempt to derive the source code of the Service (except to the limited extent expressly permitted by law and only after notice to us); or
• resell, sublicense, lease, time‑share or otherwise provide the Service to third parties outside your organisation without our prior written consent.

We may suspend, restrict or terminate access if your use (or that of your Authorised Users) violates these Terms, creates a security or legal risk, or could subject us or others to liability.

4.1 Ownership of Customer Data

"Customer Data" means data, content and documents that you or your Authorised Users upload, import, create, transmit or otherwise make available to the Service, including information about your clients, prospective clients, counterparties and related parties. You retain full ownership of Customer Data.

4.2 Licence to process Customer Data

You grant Brive a worldwide, non‑exclusive, royalty‑free licence to host, copy, process, transmit and display Customer Data as reasonably necessary to:

• provide, maintain and improve the Service;
• provide support and respond to your requests; and
• comply with applicable law and enforce our rights.

We may also use aggregated and de‑identified data derived from Customer Data and usage of the Service for analytics, benchmarking and enhancing the Service, provided it cannot reasonably identify you, your organisation, or any individual.

4.3 Data protection

Brive will handle personal information in accordance with the Clear AML Privacy Policy and, where applicable, a data‑processing agreement or addendum ("DPA") agreed with you. For the purposes of applicable data‑protection laws:

• you are the data controller (or equivalent) in respect of Customer Data; and
• Brive acts as a data processor / service provider, processing Customer Data only on your documented instructions, except where applicable law requires otherwise.

4.4 Staff access to Customer Data

Brive personnel (including support staff and engineers) may access Customer Data on a strictly need-to-know basis for the purposes of: (a) resolving support requests you have submitted; (b) diagnosing and repairing technical issues affecting the Service; and (c) complying with applicable legal obligations. All Brive personnel with access to Customer Data are bound by confidentiality obligations and are trained in data handling requirements. We maintain access logs for all staff access to production data. Access is not used for any commercial, marketing or analytical purpose beyond the purposes set out above.

4.5 AI-assisted compliance narratives

The Service uses artificial intelligence or large language model (LLM) APIs to generate internal client risk narratives as a standard part of the compliance workflow ("AI Features"). By using the Service, you acknowledge and agree that:

• when AI narrative generation is triggered, structured and anonymised client profile data (such as entity type, risk category and flagged indicators) is sent to our AI sub-processor(s) as described in the Privacy Policy;
• AI-generated outputs are draft assistance only and must be reviewed, verified and approved by a qualified compliance professional before use in any formal AML/CTF program, risk assessment, or regulatory filing;
• Brive makes no warranty as to the accuracy, completeness or regulatory sufficiency of AI-generated outputs; and
• you remain solely responsible for all compliance decisions and documents, regardless of whether AI Features were used to assist in their preparation.

All compliance outputs can be completed manually without triggering AI processing. AI generation actions are clearly labelled within the Service.

4.6 Your data quality obligations

You are responsible for the accuracy, integrity, quality and legality of Customer Data you submit to the Service, and for obtaining all required consents from individuals whose data you submit.

5.1 Brive IP

All rights, title and interest in and to the Service — including software, source and object code, interfaces, designs, databases, templates, documentation, trademarks, logos, trade names and all improvements and derivative works — are and remain the exclusive property of Brive or its licensors ("Brive IP"). Nothing in these Terms transfers any ownership of Brive IP to you.

Subject to your compliance with these Terms and payment of applicable fees, Brive grants you a limited, non‑exclusive, non‑transferable, non‑sublicensable licence to access and use the Service during your subscription term solely for your internal business purposes.

5.2 Feedback

If you provide feedback, suggestions or ideas about the Service ("Feedback"), you grant Brive a perpetual, irrevocable, worldwide, royalty‑free licence to use and incorporate that Feedback into the Service and our business without restriction or obligation to you.

6.1 Definition

"Confidential Information" means any non‑public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with the Service that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation, business plans, technical data, financial information, pricing, product roadmaps, customer lists, and the terms of any order form.

6.2 Exclusions

Confidential Information does not include information that:

• is or becomes publicly known through no fault of the Receiving Party;
• was already known to the Receiving Party at the time of disclosure without restriction;
• is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or
• is received from a third party who is not under an obligation of confidentiality with respect to it.

6.3 Obligations

Each Receiving Party agrees to: (a) keep the Disclosing Party's Confidential Information strictly confidential using at least the same degree of care it uses for its own confidential information (and no less than reasonable care); (b) use Confidential Information only to provide or receive the Service; and (c) disclose Confidential Information only to its employees, contractors, advisers and Authorised Users who have a need to know and are bound by obligations of confidentiality no less protective than those in this section.

6.4 Compelled disclosure

A Receiving Party may disclose Confidential Information if required to do so by law, court order, or regulation, provided it: (a) gives the Disclosing Party as much prior written notice as is reasonably practicable (to the extent permitted by law); (b) cooperates with the Disclosing Party's efforts to seek a protective order or equivalent; and (c) discloses only the minimum amount of information required.

6.5 Duration

Confidentiality obligations under this section survive termination or expiry of these Terms for a period of three (3) years, except that obligations in respect of trade secrets continue for as long as the relevant information remains a trade secret.

8.1 "As is" basis

To the maximum extent permitted by law, the Service is provided "as is" and "as available." Brive expressly disclaims all warranties, representations and conditions, whether express, implied or statutory, including without limitation implied warranties of merchantability, fitness for a particular purpose, title, non‑infringement, and accuracy or completeness of any data accessed through the Service (including third‑party data sources such as government registers, screening databases and identity‑verification providers).

8.2 Australian Consumer Law savings clause

Nothing in these Terms excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition, implied or imposed by the Competition and Consumer Act 2010 (Cth) (Schedule 2 – Australian Consumer Law) or any other applicable legislation that cannot lawfully be excluded or limited. To the extent that such legislation applies and permits Brive to limit its liability, Brive's liability for any breach of such a guarantee or warranty is limited (at Brive's election) to re‑supplying the relevant services or paying the cost of having them re‑supplied.

8.3 No professional advice

Clear AML is a technology tool to assist with compliance and risk management workflows. It does not constitute legal, accounting, financial, regulatory or professional advice. You remain solely responsible for the adequacy of your AML/CTF program, all compliance decisions, and all filings, reports and notifications made to regulators. Brive is not a legal services provider and does not assume any responsibility for the legal sufficiency of your compliance program or any regulatory outcome.

8.4 Third‑party data accuracy

The Service may present data sourced from third parties, including screening databases, government registers and identity‑verification providers. Brive makes no warranty as to the accuracy, completeness, currency or fitness for purpose of such third‑party data, and shall not be liable for any decisions you make in reliance on it.

9.1 Exclusion of consequential loss

To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, loss of revenue, loss of data, loss of goodwill, loss of business opportunity, regulatory fines or penalties, or cost of substitute services, arising out of or related to these Terms or the Service, even if that party has been advised of the possibility of such damages and regardless of the legal or equitable theory (contract, tort, negligence, strict liability or otherwise) on which the claim is based.

9.2 Aggregate liability cap

To the maximum extent permitted by law, Brive's total aggregate liability to you arising out of or related to these Terms or the Service — from all causes of action and all theories of liability combined — is limited to the total fees paid or payable by you to Brive in the twelve (12) months immediately preceding the event giving rise to the claim.

9.3 Exceptions

The exclusions and limitations in sections 9.1 and 9.2 do not apply to:

• liability for death or personal injury caused by a party's negligence;
• liability for fraud or fraudulent misrepresentation;
• Brive's indemnity obligations under section 10.2 (IP indemnity); or
• any liability that cannot lawfully be excluded or limited under applicable law (including the Australian Consumer Law).

9.4 Basis of the bargain

Each party acknowledges that the limitations of liability in this section reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between the parties. The Service would not be provided without these limitations.

10.1 Customer indemnity

You agree to defend, indemnify and hold harmless Brive and its officers, directors, employees, contractors and agents from and against any third‑party claims, damages, losses, liabilities, costs and expenses (including reasonable legal fees) arising out of or relating to:

• your material breach of these Terms;
• Customer Data that infringes the intellectual property rights, privacy rights or other rights of any third party;
• your failure to obtain required consents or authorisations in respect of Customer Data;
• your failure to maintain an adequate AML/CTF program or to comply with applicable regulatory obligations; or
• the wilful misconduct or gross negligence of you or your Authorised Users.

This indemnity does not apply to the extent any claim arises from Brive's own negligence, wilful misconduct or breach of these Terms.

10.2 Brive IP indemnity

Brive will defend you against any third‑party claim alleging that the Service, as provided by Brive and used by you in accordance with these Terms, infringes that third party's intellectual property rights, and will pay any damages, costs and legal fees finally awarded against you by a court of competent jurisdiction in respect of such a claim, provided that you:

• notify Brive promptly in writing upon becoming aware of the claim;
• give Brive sole control of the defence and settlement of the claim (provided that Brive may not settle any claim that imposes any liability or obligation on you without your prior written consent, not to be unreasonably withheld); and
• provide reasonable assistance and cooperation at Brive's expense.

If such a claim is made or Brive reasonably anticipates one, Brive may (at its option): (a) procure the right for you to continue using the relevant part of the Service; (b) modify the relevant part to be non‑infringing while maintaining substantially equivalent functionality; or (c) if neither (a) nor (b) is commercially practicable, terminate your access to the affected part and refund any pro‑rata pre‑paid unused fees for that part. Brive has no obligation under this section for claims arising from: your modification of the Service; your use of the Service in combination with products or services not provided by Brive; or your use of the Service in breach of these Terms.

10.3 Indemnity procedure

An indemnifying party's obligations under this section are conditional on the indemnified party: (a) giving prompt written notice of the claim; (b) cooperating fully with the indemnifying party at the indemnifying party's expense; and (c) not making any admission of liability, settlement or compromise without the indemnifying party's prior written consent.

13.1 Term

These Terms commence on the date you first use or access the Service and continue until your subscription is terminated in accordance with this section.

13.2 Cancellation by Account Owner

The Account Owner may cancel the subscription at any time via the in‑app billing settings. Cancellation takes effect at the end of the then‑current billing period, and access continues until that date. No refund is provided for any unused portion of a prepaid term except as set out in section 2.7.

13.3 Termination for material breach

Either party may terminate these Terms on written notice if the other party is in material breach of these Terms and, where the breach is capable of remedy, fails to remedy the breach within 30 days of receiving written notice specifying the breach in reasonable detail.

13.4 Immediate termination by Brive

Brive may immediately suspend or terminate your access to the Service, without notice or liability, if:

• you (or any entity you control or are controlled by) become subject to sanctions administered by any applicable authority;
• you become insolvent, are placed into administration, receivership or liquidation, or make any arrangement with creditors;
• your use of the Service creates a material security, legal or regulatory risk to Brive or other customers; or
• you breach section 3.2 (sanctions and export controls) or section 3.3 (acceptable use).

13.5 Effect of termination

Upon termination or expiry of these Terms for any reason:

• your right to access and use the Service immediately ceases;
• you may request a data export within 30 days of the termination date, after which Brive may delete or de‑identify Customer Data in accordance with the Privacy Policy; and
• any accrued payment obligations survive termination.

13.6 Survival

The following sections survive termination or expiry of these Terms: 4.2 (data licence, to the extent necessary to complete deletion), 5 (intellectual property), 6 (confidentiality), 9 (limitation of liability), 10 (indemnities), 13.5 (effect of termination), 15 (dispute resolution), 16 (governing law), and 17 (general).

15.1 Good faith negotiation

Before commencing any formal dispute resolution process, the parties must attempt to resolve any dispute arising out of or relating to these Terms in good faith by senior management negotiation. Either party may initiate this process by delivering written notice of the dispute to the other. The parties will attempt to resolve the dispute within 30 days of such notice (or such longer period as they may agree in writing).

15.2 Mediation

If the dispute is not resolved under section 15.1 within the applicable period, either party may refer the dispute to mediation administered by the Resolution Institute (or such other body as the parties may agree) in Melbourne, Victoria. Each party will bear its own costs of mediation, and the parties will share the mediator's fees equally.

15.3 Litigation

If the dispute remains unresolved after mediation, either party may pursue its rights in the courts of Victoria in accordance with section 16. Nothing in this section prevents either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction where necessary to protect its rights.

17.1 Entire agreement

These Terms, together with any order form, DPA and the Privacy Policy, constitute the entire agreement between the parties with respect to the Service and supersede all prior and contemporaneous agreements, understandings, representations and warranties relating to the Service.

17.2 Order of precedence

In the event of a conflict between these Terms and an order form agreed with you, the order form will prevail to the extent of the inconsistency, unless expressly stated otherwise.

17.3 Severability

If any provision of these Terms is found to be invalid, illegal or unenforceable under applicable law, that provision will be limited or eliminated to the minimum extent necessary so that the remainder of these Terms remain in full force and effect and are enforceable.

17.4 Waiver

No failure or delay by either party in exercising any right, power or remedy under these Terms will operate as a waiver of that right, power or remedy. A waiver is only effective if given in writing and signed by the waiving party. A waiver of any breach does not constitute a waiver of any subsequent breach.

17.5 Assignment

You may not assign, transfer or novate your rights or obligations under these Terms without our prior written consent, not to be unreasonably withheld. Brive may assign these Terms (in whole or in part) to an affiliate, or in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of its assets, on written notice to you. Any purported assignment in breach of this clause is void.

17.6 Notices

Notices under these Terms must be in writing and delivered by email (with confirmation of receipt) or by post to the addresses set out in the account or as otherwise notified. Notices to Brive should be sent to support@clearaml.com.au.

17.7 No partnership or agency

Nothing in these Terms creates a partnership, joint venture, employment or agency relationship between the parties. Neither party has authority to bind the other in any way.

17.8 Relationship with Privacy Policy

These Terms should be read together with the Clear AML Privacy Policy, which governs how we collect, use and protect personal information. In the event of a conflict between these Terms and the Privacy Policy in relation to personal information, the Privacy Policy prevails.