IMPORTANT — PLEASE READ CAREFULLY BEFORE USING THE SERVICE.

These Terms of Service (the "Terms") form a binding agreement between Quixotic Systems Pty Ltd ACN 688 287 747 (ABN 16 688 287 747) ("Quixotic Systems", "we", "us", "our") and the person or entity accessing or using the AutoAMLplatform at autoaml.com.au (the "Customer", "you", "your"). By creating an account, accessing the Service, clicking "I agree", or using the Service, you confirm you have read, understood and accepted these Terms. If you do not accept these Terms, do not use the Service. If you are accepting these Terms on behalf of a body corporate, trust, partnership or other legal entity, you warrant that you are authorised to bind that entity.

1. Nature of the Service — four important limits

You must understand the following before subscribing. These limits are fundamental to the basis on which the Service is provided.

We are a software tool, not an adviser.The Service is a software-as-a-service platform that assists you in drafting and maintaining your own anti-money-laundering and counter-terrorism-financing ("AML/CTF") compliance documentation. Quixotic Systems does not provide, and nothing generated by or displayed on the Service constitutes, legal, financial, tax, accounting, audit or compliance advice.
We do not provide any "designated service". Quixotic Systems does not provide any service listed in the tables in section 6 of the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) (the "AML/CTF Act"), including (without limitation) the professional services listed in Table 6 introduced by the Anti-Money Laundering and Counter-Terrorism Financing Amendment Act 2024 (Cth). We are not a reporting entity, are not enrolled or registered with AUSTRAC, and do not perform know-your-customer, customer due diligence, ongoing customer due diligence, transaction monitoring, sanctions screening or AUSTRAC reporting on behalf of you or any third party.
We are not a law practice. Quixotic Systems is not a law practice and does not engage in legal practice within the meaning of section 10 of the Legal Profession Uniform Law (NSW) or any corresponding law. No lawyer–client relationship is or is intended to be created by your use of the Service. You are not a client of any legal practitioner of Quixotic Systems.
We do not file or lodge anything with AUSTRAC. The Service generates drafts and formats data for you to review, adapt, approve and (where required) lodge yourself via AUSTRAC Online or another authorised channel. We do not submit suspicious matter reports, threshold transaction reports, international funds transfer instructions, compliance reports or any other filing on your behalf.

You acknowledge and agree that these limits are material to the pricing, liability and risk allocation of this agreement and that, but for your acceptance of them, we would not provide the Service at the fees charged.

2. Description of the Service

The Service comprises hosted software that, on the basis of information you supply, (a) generates draft AML/CTF documents (including programs, risk assessments, customer due diligence, record-keeping, training and screening procedures), (b) provides workflow tools for you to record customer information, CDD evidence, training completion and compliance events, (c) surfaces regulatory reminders and general reference information, (d) produces data files formatted for your own submission to AUSTRAC or retention in your records, and (e) integrates with Stripe Identity (operated by Stripe) to perform document and biometric identity verification on individuals you nominate, charged on a per-use basis as described in clause 7. The Service does not perform politically-exposed-person (PEP) screening, sanctions screening or ongoing transaction monitoring— you must conduct those using your own procedures and may record the outcome in the Service. The specific features available depend on your subscription plan and may change from time to time.

3. Outputs are drafts only — your sign-off is required

Every document, template, risk rating, checklist, summary, workflow output or other material generated by the Service ("Outputs") is produced automatically, in whole or in part by artificial-intelligence models, from inputs you provide. Outputs may contain errors, omissions or out-of-date references to law, rules, AUSTRAC guidance, or industry practice.

You agree that:

Outputs are drafts and starting points only. They are not an AML/CTF program, risk assessment or policy of your business until you have reviewed, tailored, adopted and had them approved by your governing body and a senior manager in accordance with sections 26E and 26F of the AML/CTF Act and the AML/CTF Rules.
You will obtain independent legal and compliance advice from qualified Australian practitioners before relying on any Output, particularly in relation to your specific designated services, risk environment, customer base and regulatory obligations.
You are solely responsible for determining whether you are a reporting entity, enrolling with AUSTRAC, designing and maintaining an AML/CTF program that is fit for purpose and proportionate to the nature, size and complexity of your business, appointing and overseeing a fit-and-proper AML/CTF Compliance Officer, conducting customer due diligence, making suspicious-matter, threshold-transaction and other reports, maintaining records for the period required by law, and training your staff.
We make no representation or warranty that any Output, or the Service itself, will make you compliant with the AML/CTF Act, the AML/CTF Rules, AUSTRAC guidance, sanctions law or any other law, or will withstand regulator scrutiny, audit or enforcement action.

4. Eligibility; accounts; authorised users

4.1 Eligibility

The Service is provided to business users only. You must be at least 18 years of age, have the legal capacity to form a binding contract, and be acting on behalf of a business established or carrying on business in Australia. The Service is not directed to individuals for personal, domestic or household use.

4.2 Registration

You must provide accurate, current and complete information on registration and keep it up-to-date. You are responsible for the security of your account credentials (including any multi-factor-authentication device), for all activity under your account, and for the acts and omissions of every user you invite. You must notify us immediately at support@autoaml.com.au of any suspected unauthorised use.

4.3 Team members

The account owner may invite additional users up to the limit of the subscribed plan and is responsible for ensuring those users comply with these Terms and have the authority to act for your organisation.

5. Acceptable use

You must not, and must not permit any user or third party to:

use the Service in breach of any law, rule, regulation, order, sanction or licence, including the AML/CTF Act, the Privacy Act 1988 (Cth), the Australian Consumer Law, the Autonomous Sanctions Act 2011 (Cth) or the Charter of the United Nations Act 1945 (Cth);
use the Service to facilitate, conceal or further any money-laundering, terrorism-financing, fraud, bribery, corruption, tax-evasion or sanctions-evasion activity;
upload or input information for which you do not have all rights, consents and authorisations necessary under privacy, confidentiality and other applicable laws;
upload malicious code, or interfere with, probe, scan, reverse-engineer, disassemble, decompile or test the vulnerability of the Service, except to the extent that right cannot be lawfully excluded;
scrape, mirror, frame, resell, sublicense or otherwise make the Service or Outputs available to any third party other than for your own internal business compliance use;
use the Service or any Output to train a competing machine-learning model, or to build or support any competing product or service;
hold out Quixotic Systems, any Output, or the Service as legal advice or as a substitute for qualified professional advice; or
impersonate any person or misrepresent your affiliation or authority.

6. Sanctions and restricted persons

You represent, warrant and undertake on a continuing basis that neither you, your parent, your subsidiaries, your beneficial owners, directors, officers or employees are (a) listed on the DFAT Consolidated List or any equivalent sanctions list maintained by the United Nations, the United States (OFAC), the United Kingdom or the European Union, (b) located in, ordinarily resident in, or acting on behalf of any person located in a comprehensively sanctioned jurisdiction, or (c) otherwise subject to Australian or international sanctions. We may screen your registration information against such lists, may refuse, suspend or terminate access on any suspected breach, and will make any report legally required.

7. Subscriptions, fees and trials

7.1 Plans and fees

Fees, user limits and included usage for each plan are published at autoaml.com.au/pricing and form part of these Terms. Fees are in Australian dollars and are exclusive of GST and other taxes unless stated otherwise. Usage in excess of plan limits is billed at the rate published on the pricing page at the time the usage is incurred.

7.2 Free trial

We may offer a free trial period of the Service. Unless we expressly state otherwise, a valid payment method must be provided at sign-up and will be charged automatically at the end of the trial. You may cancel at any time during the trial. We may change trial availability at our discretion.

7.3 Billing and auto-renewal

Subscriptions renew automatically for successive periods equal to the initial term at the then-current rate until cancelled. Fees are charged in advance through our payment processor. Failed payments may result in suspension or downgrade of features after reasonable notice.

7.4 Price changes

We may change fees on at least thirty (30) days' notice, effective at the start of your next billing period. Continued use after that date constitutes acceptance of the new fees.

7.5 Cancellation and refunds

You may cancel auto-renewal at any time from the billing settings. Cancellation takes effect at the end of the current paid period. Except where required by law (including the consumer guarantees under the Australian Consumer Law), fees already paid are non-refundable.

7.6 Taxes

You are responsible for all taxes imposed on you under any law. GST (if applicable) will be added to invoices and is payable by you.

7.7 Metered identity verification charges

When you initiate an identity verification through the Service, we incur a per-check fee from our verification provider. We pass this cost through to you at a published per-unit rate, billed in arrears as a separate line item on your next subscription invoice alongside your flat plan fee.

A verification is "billable" (and counts against any configured cap) when it reaches one of the following terminal states:

Approved — the verification completed with a positive identity result.
Rejected — the verification completed with a negative identity result. Rejected verifications are billed because the checks were performed and our provider charged us regardless of the outcome.
Resubmitted (retry) — when a customer is asked to re-upload documents and then completes the flow, the billable event is recorded once per applicant rather than once per attempt.

Verifications that are abandoned by the end-customer before terminal review are not billed. Each row on your billing dashboard clearly shows whether it is billable and whether the meter event has been pushed to the payment processor.

7.8 Verification caps and alerts

You may configure a monthly soft cap (informational alert only) and hard cap (blocks new verifications) for your organisation. If you reach your hard cap, new verification attempts will be refused until you raise the cap or the monthly period resets. By default the soft cap is set at 250 verifications per month and no hard cap is applied.

7.9 Trial period and verification billing

During any free trial of the subscription plan, identity verifications you initiate are still billable and accrue on your first invoice issued after the trial ends. This reflects the provider cost we incur on your behalf for each check.

7.10 Currency and rate changes

Metered per-verification pricing is quoted in Australian dollars. Our underlying provider costs are incurred in USD. If sustained currency movement would make the published per- verification rate unsustainable, we may adjust the published rate on at least thirty (30) days' notice under clause 7.4.

8. Customer data and inputs

"Customer Data" means all data and content you, your users or your customers submit to, or that is generated by you through, the Service (including Outputs). As between the parties, you own all Customer Data. You grant Quixotic Systems a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit and display Customer Data for the purpose of providing, securing, supporting and improving the Service, and as otherwise permitted by our Privacy Policy.

You warrant that you have all rights, consents and lawful bases necessary for us and our sub-processors to handle Customer Data for those purposes, including the consent of or notice to any individual whose personal information is included.

We may generate aggregated and de-identified statistical data from use of the Service and retain and use that data for any lawful business purpose (including analytics, benchmarking and improving the Service), provided it does not identify you or any individual.

9. Artificial intelligence

The Service uses Anthropic's Claude large-language models via Google Cloud Vertex AI to generate Outputs based on inputs you supply. We have selected a provider that contractually undertakes not to use Customer Data to train its foundational models. Notwithstanding that selection:

Outputs may be inaccurate, incomplete or inconsistent with current law, regulation or guidance;
you must not submit personal information of your customers or third parties into free-text AI fields unless it is necessary, you have a lawful basis, and you are satisfied with the cross-border disclosure position described in our Privacy Policy;
you remain the decision-maker for every compliance decision of your business. The Service does not make automated decisions that produce legal or similarly significant effects for your customers.

10. Intellectual property

10.1 Our platform

The Service, including all software, interfaces, prompts, templates, document structures, content, trade marks, logos and know-how (together, "Platform IP"), is and remains owned by Quixotic Systems or its licensors. Subject to your compliance with these Terms and payment of all fees, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Service for your internal business compliance use during the subscription term.

10.2 Your Outputs

As between the parties, Outputs generated for you form part of Customer Data and you own them, except for any underlying Platform IP they incorporate, which we license to you on the terms above for the same purpose. You may not resell, publish, sublicense or distribute Outputs as a stand-alone product.

10.3 Feedback

If you provide suggestions or feedback about the Service, you grant us a perpetual, irrevocable, royalty-free licence to use that feedback for any purpose without obligation to you.

11. Privacy and security

Our collection, use, disclosure and storage of personal information is governed by our Privacy Policy, which forms part of these Terms. We implement administrative, technical and physical safeguards designed to protect Customer Data, but no system is perfectly secure and we do not warrant that the Service will be uninterrupted, error-free or immune from unauthorised access.

12. Third-party services and sub-processors

The Service integrates with third-party providers (including Google Cloud Platform, Anthropic, Stripe, Resend, Cloudflare and Google Analytics). Your use of the Service is subject to the terms and policies of those providers in respect of their components. We are not responsible for acts or omissions of third-party providers except to the extent we are accountable under the Privacy Act 1988 (Cth) for personal information disclosed to an overseas recipient.

13. Service availability and support

We aim to provide the Service on a continuous basis, but do not warrant any particular level of availability unless set out in a separately executed service-level agreement. We may perform scheduled and emergency maintenance and may modify, suspend or discontinue features of the Service at our discretion on reasonable notice (or, if necessary to preserve security or comply with law, without notice). Support is provided by email during Australian Eastern business hours at the level included in your plan.

14. Suspension

We may suspend your access immediately and without liability if (a) you breach these Terms, (b) non-payment is outstanding for more than fourteen (14) days, (c) we reasonably suspect fraudulent, sanctioned or illegal activity, (d) your use threatens the security, integrity or availability of the Service or other customers, or (e) we are required to do so by law. Where practicable and lawful, we will give prior notice.

15. Term and termination

These Terms commence on registration and continue until terminated. Either party may terminate for material breach not cured within fourteen (14) days of written notice. We may terminate for convenience on thirty (30) days' notice. You may terminate for convenience by cancelling auto-renewal.

On termination: (a) your right to access the Service ceases; (b) you will have a ninety (90) day read-only export window, after which we will delete Customer Data from active systems (retaining only what we are required to keep by law, or in secure backups until rotated out in the ordinary course); (c) accrued rights and payment obligations survive; and (d) clauses intended to survive (including 1, 3, 8, 10, 16, 17, 18, 19, 20, 22 and 23) do so.

16. Disclaimers

To the maximum extent permitted by law, and subject to clause 17: (a) the Service and Outputs are provided "as is" and "as available" and all warranties, conditions, representations and guarantees (whether express, implied, statutory or otherwise) are excluded; (b) we do not warrant that the Service or any Output will be accurate, complete, current, fit for any particular purpose, uninterrupted, error-free, secure, or sufficient to discharge any legal or regulatory obligation of the Customer; (c) we do not warrant that use of the Service will result in AUSTRAC enrolment, avoidance of enforcement action, or any specific regulatory outcome; and (d) any reliance you place on the Service or an Output is at your own risk.

17. Australian Consumer Law

Nothing in these Terms excludes, restricts or modifies any right, guarantee, warranty or remedy conferred by the Competition and Consumer Act 2010 (Cth) (including the Australian Consumer Law, Schedule 2) or any other law which cannot be excluded, restricted or modified by agreement ("Non-excludable Rights").

Where the services we supply are not of a kind ordinarily acquired for personal, domestic or household use or consumption, our liability for failure to comply with a consumer guarantee (other than one implied by section 51, 52 or 53 of the Australian Consumer Law) is limited, at our option, to: (a) supplying the services again; or (b) the payment of the cost of having the services supplied again, in accordance with section 64A of the Australian Consumer Law. You acknowledge this limitation is fair and reasonable.

18. Limitation of liability

Subject to clause 17 and to the maximum extent permitted by law:

neither party is liable to the other for any indirect, incidental, special, punitive or consequential loss, or for loss of profit, revenue, goodwill, opportunity, data, or anticipated savings, however caused (whether in contract, tort, under statute or otherwise), even if advised of the possibility;
we are not liable for any regulatory fine, penalty, infringement notice, enforcement cost, remediation cost, civil penalty order, criminal conviction, adverse audit finding, loss of licence, loss of registration, loss of reputation, or third-party claim arising from or relating to your AML/CTF obligations, sanctions obligations, privacy obligations or other legal obligations;
our aggregate liability for all claims arising out of or in connection with these Terms or the Service in any 12-month period is limited to the fees actually paid by you to us for the Service in the 12 months immediately preceding the event giving rise to the first claim in that period.

Each limitation in this clause applies separately and survives the failure of any essential purpose of any limited remedy. Nothing in this clause limits liability for death or personal injury caused by negligence, fraud, wilful misconduct, or any other liability that cannot be limited by law.

19. Indemnity

You indemnify Quixotic Systems and our officers, employees and contractors against all losses, damages, costs (including reasonable legal costs on a solicitor-and-own-client basis), fines, penalties and liabilities arising from or in connection with: (a) your use of the Service in breach of these Terms or any law; (b) Customer Data or any input you provide, including any claim that Customer Data infringes a third party's rights or was supplied without lawful authority; (c) your reliance on an Output without the review, tailoring and approval required by clause 3; (d) any regulatory action, enforcement, investigation or claim against you or your customers; and (e) your breach of clauses 5 or 6. We will give you prompt notice of any claim, allow you to conduct the defence (subject to our reasonable participation), and not settle without your consent (not to be unreasonably withheld).

20. Confidentiality

Each party must keep the other party's confidential information secret, use it only to perform these Terms, and protect it with at least reasonable care. Confidential information does not include information that is public, was already known to the recipient, was independently developed, or is required by law, a regulator or a court to be disclosed (in which case the recipient will, where lawful, give notice and cooperate with any protective steps).

21. Force majeure

Neither party is liable for any failure or delay in performing its obligations (other than an obligation to pay money) to the extent caused by events beyond its reasonable control, including natural disaster, pandemic, act of war or terrorism, government action, failure of internet or telecommunications infrastructure not operated by it, or third-party cloud-service outage.

22. Dispute resolution; governing law; jurisdiction

Before commencing any court proceeding (other than for urgent injunctive or equitable relief), a party must give written notice of the dispute and the parties must attempt in good faith to resolve it through senior representatives for at least twenty (20) business days.

These Terms are governed by the laws of the Australian Capital Territory and the Commonwealth of Australia as applicable. Each party irrevocably submits to the exclusive jurisdiction of the courts of the Australian Capital Territory and courts of appeal from them, and waives any objection to venue on any ground.

23. General

Entire agreement: these Terms, the Privacy Policy and any order form or statement of work executed by the parties constitute the entire agreement and supersede all prior understandings. Variation:we may vary these Terms on at least thirty (30) days' notice (by in-app notice or email); material adverse changes will be clearly flagged; continued use after the effective date is acceptance. Assignment: you may not assign or novate without our consent; we may assign to an affiliate or to a successor in a bona-fide reorganisation or sale of business. Notices: notices to us must be sent to support@autoaml.com.au and notices to you may be sent to the email on your account. Relationship: the parties are independent contractors; nothing creates a partnership, joint venture, agency or employment relationship. Severability: if any provision is unenforceable it is severed and the remainder continues in force. No waiver: failure to enforce a right is not a waiver. Rights cumulative: rights under these Terms are in addition to rights at law.

24. Contact

Legal notices and questions about these Terms: support@autoaml.com.au. Postal address: Quixotic Systems Pty Ltd, Canberra, Australian Capital Territory, Australia (full registered address available on request).