Terms of Service – Clear AML

These Terms of Service (“Terms”) govern your access to and use of the Clear AML websites, applications and services (collectively, the “Service”) provided by Brive Pty Ltd (“Brive”, “Clear AML”, “we”, “us”, “our”).

By creating an account, starting a trial or using the Service, you agree to be bound by these Terms. If you are using the Service on behalf of an organisation, you represent that you are authorised to bind that organisation, and “Customer”, “you” and “your” refer to that organisation.

1. Accounts and eligibility

• You must be at least 18 years old and able to form a binding contract to use the Service.
• You must provide accurate and up‑to‑date account information and keep it current.
• You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. Notify us promptly of any unauthorised access or security incident.

2. Subscriptions, fees and payment

• Access to Clear AML is provided on a subscription basis. Plan limits, features and pricing are shown on our website or in an order form.
• Fees are billed in advance on a monthly or annual basis, as selected. Unless stated otherwise, fees are exclusive of all applicable taxes, which you are responsible for.
• Subscriptions automatically renew at the end of each billing period unless you cancel in accordance with these Terms.
• Fee changes will take effect from the next renewal term. We will provide reasonable notice of any change; you may cancel before renewal if you do not agree.
• Payments are processed by our third‑party payment provider. If a payment cannot be collected, we may suspend or terminate access to the Service.

We do not generally provide refunds for partial periods, except where required by law.

3. Trials and beta features

• We may offer free or discounted trials. Where card details are collected, your subscription may convert to a paid plan at the end of the trial unless you cancel before that date.
• Beta, preview or experimental features may be offered “as is” for evaluation, may change at any time and may not be covered by our standard support or uptime commitments.

4. Your responsibilities and acceptable use

You agree to:

• use the Service only for lawful purposes and in compliance with all applicable laws and regulations, including AML/CTF, sanctions, privacy and data‑protection laws
• obtain and maintain any consents or notices required for us to process personal data on your behalf
• ensure that Customer Data you upload, import, or sync is accurate to the best of your knowledge and does not infringe third‑party rights
• not misuse the Service by uploading malware, attempting to gain unauthorised access, overloading the infrastructure, or circumventing security or usage limits
• not copy, modify, decompile, reverse‑engineer or otherwise attempt to derive the source code of the Service
• not resell, sublicense or provide the Service to third parties outside your organisation without our written consent.

We may suspend or limit your access if your use of the Service violates these Terms, creates a security risk, or could subject us to legal liability.

5. Intellectual property and licence

6. Confidentiality

Each party agrees to keep the other party’s non‑public information confidential and to use it only for the purposes of providing or receiving the Service, except as otherwise permitted by law or with written consent.

7. Data protection

Brive will handle personal information in accordance with the Clear AML Privacy Policy and any data‑processing/addendum agreed with you. You are responsible for:

• determining the suitability of the Service for your regulatory obligations
• configuring the Service in line with your AML/CTF program
• ensuring that your instructions for processing Customer Data comply with applicable law.

8. Service availability and support

We aim to provide a secure and reliable Service, but we do not guarantee uninterrupted or error‑free operation. From time to time we may perform maintenance or upgrades that may temporarily affect availability.

Support channels and response targets are as described on our website or in an order form. We are not responsible for delays or failures caused by factors outside our reasonable control (for example, internet or infrastructure outages).

9. Disclaimers

10. Limitation of liability

To the extent permitted by law:

• Brive will not be liable for any indirect, incidental, consequential, special or punitive damages, or for loss of profits, revenue, goodwill or data, arising out of or related to the Service or these Terms, even if we have been advised of the possibility of such damages.
• Brive’s total aggregate liability arising out of or related to the Service or these Terms, whether in contract, tort (including negligence) or otherwise, is limited to the fees paid by you to Brive for the Service in the twelve (12) months immediately preceding the event giving rise to the claim.

Nothing in these Terms limits liability that cannot be limited under applicable law (for example certain consumer guarantees).

11. Indemnity

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

• your use of the Service in breach of these Terms or applicable law
• any Customer Data you upload that infringes any rights or violates law
• your failure to implement or maintain an adequate AML/CTF program or other regulatory obligations.

12. Term, cancellation and termination

• These Terms commence when you first use the Service and continue while you have an active account.
• You may cancel your subscription at any time via the in‑app billing settings or by contacting us; cancellation will take effect at the end of the current billing period.
• Either party may terminate the agreement for material breach if the breach is not cured within a reasonable period after written notice. We may terminate immediately if required by law or where your use presents a serious security or legal risk.
• On termination or expiry, your right to use the Service ends. Upon request within 30 days, we will provide you with a data‑export option for Customer Data, after which we may delete or de‑identify it, subject to legal retention obligations.

13. Third‑party services

The Service may integrate with or link to third‑party products and services. Your use of those products is subject to their own terms and privacy policies. We are not responsible for those third parties.

14. Changes to the Service or Terms

We may modify or discontinue features of the Service from time to time. Where a change has a material adverse effect, we will provide reasonable notice.

We may update these Terms by posting a revised version on our website. If changes are material, we will give additional notice (for example by email or in‑app). Your continued use of the Service after the effective date of the updated Terms constitutes acceptance.

15. Governing law and jurisdiction

These Terms are governed by the laws of Victoria, Australia, without regard to conflict‑of‑law rules.

The parties submit to the exclusive jurisdiction of the courts of Victoria, Australia, and any courts that may hear appeals from those courts.

16. General

• These Terms, together with any order form and our Privacy Policy, constitute the entire agreement between you and Brive regarding the Service and supersede all prior agreements.
• If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect.
• You may not assign or transfer your rights or obligations under these Terms without our prior written consent. Brive may assign these Terms in connection with a merger, acquisition or sale of its business or assets.
• Any waiver must be in writing and signed. A failure to enforce a right is not a waiver of that right.