General Terms and conditions

1. Introduction 

1.1 These General Terms and Conditions (the “GTCs”) apply to your procurement and use of the AMLA Services and subject to agreement of further specific terms in each case, any other products and services (together, “Services”) provided to you by AML Analytics Ltd (“AML Analytics”, “we”, “us” or “our”). We reserve the right to amend or update these GTCs from time to time after providing you reasonable written notice. 

1.2 By clicking on the [“I Accept”/[other name of button]] button below or by accessing or using the Services (the earlier of which constitutes the “Effective Date”) you: (i) acknowledge that you have read and understand these GTCs; (ii) represent and warrant that you have the right, power, and authority to enter into these GTCs and, if entering into these GTCs for an organization, that you have the legal authority to bind that organization; and (c) accept these GTCs and agree that you are legally bound by its terms. 

2. Services 

2.1 In consideration of your payment of any specified Charges or other amounts to AML Analytics/ Mastercard in accordance with clause 4, we shall provide the relevant Services to you in accordance with these GTCs and any other relevant terms we provide to you from time to time. 

2.2 You acknowledge and accept that, whilst AML Analytics has exercised reasonable skill and care in the provision of the Services, the Services are provided on an “as is” basis and that AML Analytics disclaims any and all other representations or warranties, whether express or implied, including warranties of title, merchantability, fitness for a particular purpose, accuracy, completeness and noninfringement of third parties’ rights in respect of its provision of the Services. 

2.3 You acknowledge that, notwithstanding any contract which may exist between you and any reseller of the Services (including, without limitation, Mastercard International Inc and any of its affiliated companies) (“Reseller”) for the resale of the Services AML Analytics is solely responsible for the delivery of the Services and your sole and exclusive legal recourse in respect of any claim which may arise in respect of your receipt, use or any failure regarding the Services is against AML Analytics and not against any such Reseller. Except as may be otherwise prohibited by applicable law, you irrevocably waive and disclaim any rights of recourse, howsoever arising, against such Reseller and hold them harmless in respect of any aspect of the Services. 

3. Your Materials 

3.1 You shall in good faith fully cooperate with us and provide to us any records, files, documentation, data and all other relevant materials we reasonably request for the purpose of the Services (“Materials”). 

3.2 You hereby warrant and represent that all such Materials are to the greatest possible extent accurate, complete and error-free and will not infringe any Intellectual Property Rights of any third party. 

3.3 You acknowledge and accept that we may retain and store your Materials for as long as necessary to carry out the Services. 

4. Charges and payment 

4.1 You acknowledge that the Charges applicable for the Services will be payable to and administered by either us or the Reseller under the terms of relevant agreements between you and us/ the Reseller. 

5. Intellectual property 

5.1 We and our licensors own all right, title, and interest, including all Intellectual Property Rights, in and to the Services, including any modifications or enhancements to them. 

5.2 To the extent that you acquire any Intellectual Property Rights in the Services (or in any enhancements of or modifications to them), you hereby assign and shall procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to us (or any relevant third party nominated by us). You shall (at any time, including after termination or expiry of these GTCs) execute all such documents and do such things as we may consider reasonably necessary to give effect to this clause. 

5.3 You and your licensors own all right, title, and interest, including all Intellectual Property Rights, in and to the output from the Services, including any modifications or enhancements to them (the “Outputs”). 

To the extent that we acquire any Intellectual Property Rights in the Outputs we hereby assign and shall procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of 

future Intellectual Property Rights) to you (or any relevant third party nominated by you). We shall (at any time, including after termination or expiry of these GTCs) execute all such documents and do such things as you may consider reasonably necessary to give effect to this clause. 

6. Confidentiality and data protection 

6.1 You and AML Analytics may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated, or otherwise identified as “confidential” at the time of disclosure (collectively, “Confidential Information”). Each party agrees to maintain the confidentiality of the other party’s Confidential Information and not to use it for any other purpose except as is explicitly set out in these GTCs. We acknowledge that your Confidential Information includes your Materials and also any results which are generated through your use of the Services. 

6.2 Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required: (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with Applicable Laws, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party to the extent permissible under Applicable Laws; or (ii) to establish a party’s rights under these GTCs, including to make required court filings. 

6.3 Notwithstanding anything to the contrary in these GTCs, we may generate, collect and compile data and information related to your use and our provision of the Services, which may be used by us in aggregated and anonymized form, including to compile statistical and performance information related to the provision and operation of the Services (“Aggregated Service Data”). All right, title, and interest in Aggregated Service Data, and all IPRs therein, belong to and are retained solely by us. You further acknowledge and provide your consent for us to disclose the Aggregated Service Data to the applicable Reseller. Confidential Information does not include Aggregated Service Data. 

6.4 All data and information collected or handled by AML Analytics is anonymised, statistical data, that does not contain any personally identifiable information and so is not considered Personal Data. In the event that any Personal Data is processed in connection with the Services, the parties shall mutually agree and document processing instructions on a case by case basis. The parties otherwise hereby agree to comply with, and provide reasonable assistance to the other party to assist with its compliance with, Data Protection Laws. 

6.5 The Reseller will not be provided, by AML Analytics, with a copy of any results which are generated through your use of the Services. You may at your discretion disclose such results as part of the Reseller’s ongoing review/ assessment/ audit activities. 

7. Liability 

7.1 AML Analytics shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise for any indirect or consequential loss or damage arising in connection with these GTCs, including but not limited to any loss of goodwill, business, reputation or opportunity. Notwithstanding the foregoing, nothing in these GTCs shall limit or exclude liability in respect of any death or personal injury caused by negligence, any fraud or fraudulent misrepresentation, or any statutory or other liability which cannot be excluded under Applicable Laws. 

7.2 Subject to clause 7.1, AML Analytics’ total aggregate liability arising under or in connection with these GTCs whether in contract, tort (including negligence), breach of statutory duty or otherwise shall be limited to an amount equal to the Charges paid by you for the relevant Service in the previous twelve (12) months to us/ the Reseller as the case may be. 

8. Term and termination 

8.1 The term of these GTCs (“Term”) begins on the Effective Date and continues until the earlier of: (i) our completion of the provision of all Services to you; and (ii) the termination of these GTCs in accordance with their terms. 

8.2 Either party may terminate these GTCs: 

(A) effective on written notice to the other party, if the other party materially breaches these GTCs, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach; 

(B) effective immediately upon written notice to the other party, if the other party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; 

(C) effective immediately upon written notice to the other party, if it is required to do so by any Regulatory Authority, or where such termination is required as a result of any requirement of any Regulatory Authority, or where continuing with these GTCs would (in the party’s reasonable opinion) cause or be reasonably likely to cause the party to breach Applicable Laws or its regulatory obligations; or 

(D) in accordance with clause 9.1. 

8.3 You may retain access to the Platform for a period of three (3) months following termination of these GTC or any of the Services, to maintain access to Materials or Outputs, subject to and in accordance with the terms of these GTCs and any relevant agreements between you and Mastercard. 

9. General 

9.1 Neither party shall be liable for any delay or non-performance of its obligations under these GTCs caused by an event beyond its control (a “Force Majeure Event”) provided that the party affected gives prompt notice in writing to the other party of such Force Majeure Event and uses all reasonable endeavours to continue to perform its obligations under these GTCs. Either party may terminate these GTCs effective immediately upon written notice to the other party if such Force Majeure Event continues for more than three (3) months. 

9.2 These GTCs and other relevant terms we provide to you in respect of the provision of the Services constitute the entire agreement and understanding between the parties with respect to their subject matter and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. 

9.3 Any notices to us must be sent to our corporate headquarters address available at https://aml-analytics.com/contact/ and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us and agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any notice requirements. 

9.4 The invalidity, illegality, or unenforceability of any provision of these GTCs does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. 

9.5 Any failure to act by us with respect to a breach of these GTCs by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. 

9.6 These GTCs are personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent. We expressly reserve the right to assign these GTCs and to delegate any of our obligations hereunder. 

9.7 Clauses 4 (Charges and payment), 5 (Intellectual property), 6 (Confidentiality and data protection), 7 (Liability), 9 (General), 10 (Governing law and jurisdiction) and 11 (Definitions) shall survive any termination or expiration of these GTCs to the extent necessary to give effect to its terms. 

9.8 These GTCs are not intended to be for the benefit of and shall not be enforceable by any person other than a party, in particular under the Contracts (Rights of Third Parties) Act 1999. 

10. Governing law and jurisdiction 

10.1 These GTCs, and any contractual or non-contractual matters arising out of or in connection with these GTCs, shall be construed in accordance with English law, and the English courts shall have exclusive jurisdiction to resolve any dispute (whether contractual or non-contractual in nature) arising out of, or in connection with, these GTCs. 

11. Definitions