This Master Subscription Agreement ("Agreement") is between Duely Compliance Pty Ltd (ABN to be inserted on execution) ("duely") and the Reporting Entity that accepts these terms ("Client", "Firm", or "Subscriber"). duely provides AML/CTF compliance workflow and verification tools ("Platform" or "Services").

By accessing the Platform and accepting these terms electronically (including by clicking an "I agree" button or by continued use of the Platform), the Client agrees that this constitutes a binding agreement under the Electronic Transactions Act 1999 (Cth).

1. Description of Services

duely offers a set of AML/CTF compliance tools, including identity verification, sanctions and PEP screening, risk assessment workflows, and audit trail record-keeping. The specific features accessible to the Client depend on the Subscription Tier selected by the Client.

1.1 Changes to the Services

(a) duely may at any time modify, add, remove, or discontinue any feature, integration, or functionality of the Platform. Where a change materially reduces the functionality available to the Client during a paid term, duely will, at the Client's election, either restore equivalent functionality or refund a pro-rata portion of the Fees for the affected period.

(b) duely may make beta, preview, or experimental features available from time to time. Such features are provided "as is" and "as available", are not subject to any SLA, carry no warranty of any kind, and may be modified or withdrawn at any time without liability.

2. Limitation of Liability and Regulatory Role

duely is a technology compliance tool. duely is not a professional advisor, legal counsel, or accounting firm.

The Platform provides structured workflows to assist Reporting Entities in meeting obligations under the AML/CTF Act 2006 (Cth).
Final compliance responsibility, including all decision-making about risk ratings and Suspicious Matter Reports (SMRs), rests with the Client and the Client's appointed AML Compliance Officer (AMLCO).
Use of duely's workflows, including any "safe harbour" verification paths, does not automatically confer safe harbour protection under the AML/CTF Rules. The Client must independently ensure all conditions for safe harbour are met for each customer.
Use of the Platform does not guarantee a "Pass" from an AUSTRAC assessment and does not confer immunity from regulatory action, fines, or penalties under the AML/CTF Act.

2.1 Cap on Liability

(a) Subject to clause 2.1(c), the total aggregate liability of duely to the Client for all claims arising under or in connection with this Agreement, whether in contract, tort (including negligence), under statute, in equity, or otherwise, is limited to the greater of:

the Fees paid by the Client to duely under this Agreement in the twelve (12) months immediately preceding the first event giving rise to the claim; or
AU$100.

(b) To the maximum extent permitted by law, duely is not liable to the Client for any:

loss of profit, revenue, savings, business, opportunity, goodwill, reputation, production, anticipated savings, or contract;
loss or corruption of data;
regulatory fine, penalty, or enforcement cost imposed on the Client or any of its officers, employees, or agents;
indirect, consequential, special, incidental, exemplary, or punitive loss or damage,

however arising and whether or not duely was advised of, or knew of, the possibility of that loss or damage.

(c) Nothing in this Agreement excludes, restricts, or modifies any right or remedy of the Client that cannot lawfully be excluded, restricted, or modified, including any consumer guarantee under the Australian Consumer Law. To the extent permitted by section 64A of the Australian Consumer Law, duely's liability for failure to comply with a non-excludable consumer guarantee is limited, at duely's election, to the re-supply of the Services or the cost of re-supplying the Services.

2.2 Indemnification by the Client

The Client agrees to indemnify, defend, and hold harmless duely, its officers, directors, employees, and agents from and against any claim, liability, damage, loss, and expense (including reasonable legal fees on a solicitor-and-own-client basis) arising out of or in connection with:

(a) the Client's use of the Platform in breach of this Agreement or applicable law;
(b) inaccurate, incomplete, or misleading data inputted by the Client or its users;
(c) the Client's failure to comply with its obligations under the AML/CTF Act 2006 (Cth), including tipping-off violations caused by the Client's personnel;
(d) any third-party claim arising from the Client's AML/CTF compliance decisions made using the Platform;
(e) the Client's failure to maintain appropriate consents and notifications under the Privacy Act 1988 (Cth) for the personal information it submits to the Platform; and
(f) any AUSTRAC enforcement action, civil penalty proceeding, or remedial order brought against the Client.

2.3 Warranty Disclaimer

(a) Except as expressly set out in this Agreement and to the maximum extent permitted by the Australian Consumer Law, duely provides the Platform on an "AS IS" and "AS AVAILABLE" basis. duely makes no warranties, express or implied, regarding the Platform's fitness for a particular purpose, merchantability, or non-infringement. The Client acknowledges that no compliance tool can guarantee regulatory outcomes.

(b) The Platform is not designed, intended, or authorised for use in any application where failure or error could result in death, personal injury, or serious financial, environmental, or property damage. The Client shall not use the Platform for any such application, and duely disclaims all liability arising from any such use.

3. Data Ownership and Licensing

Client Data: The Firm retains full ownership of all Customer and Matter data inputted into the Platform. duely is granted a limited, non-exclusive, non-transferable licence solely to host, process, and transmit that data as needed to provide the Services.
Intellectual Property: AML/CTF Program content generated by the Firm using duely's wizards or workflows is the exclusive property of the Firm. duely retains all intellectual property rights in the Platform itself, including its features, codebase, UI/UX, methodologies, templates, algorithms, configurations, and workflows.

4. Tipping-Off and Confidentiality (s123 AML/CTF Act)

duely takes the tipping-off offence (s123 of the AML/CTF Act) seriously. The Platform provides Role-Based Access Controls (RBAC) to support internal data compartmentalisation. The Client acknowledges that ultimate responsibility for ensuring users do not breach tipping-off laws rests with the Firm and the Firm's designated AMLCO. The Client warrants that it has implemented internal policies, controls, and training so that personnel understand and comply with s123. duely accepts no liability for tipping-off violations caused by any user of the Firm.

4A. Confidentiality

Each party agrees to treat as confidential all non-public information received from the other party during this Agreement, including business information, pricing, technical data, and Platform internals ("Confidential Information"). Neither party shall disclose the other's Confidential Information to any third party without prior written consent, except:

as required by law, regulation, or court order;
to professional advisors bound by confidentiality obligations; or
to employees or contractors who need access to perform obligations under this Agreement and are bound by equivalent confidentiality terms.

This obligation survives termination of this Agreement for a period of three (3) years.

5. Subscriptions, Fees, and Suspension

Fees are billed in advance based on the selected tier and billing cycle.
duely may suspend Platform access (i) for non-payment after a 7-day grace period, (ii) immediately for any breach of the Acceptable Use Policy, (iii) immediately where duely reasonably believes continued access poses a security risk to the Platform or to other Subscribers, or (iv) where required by law or regulator direction. During suspension, the Firm's data will be preserved securely.
duely may also suspend access for any other material breach of this Agreement that the Client fails to cure within seven (7) days of written notice.

5.1 Fee Changes

(a) duely may change the Fees for any Subscription Tier with effect from the next renewal of the Client's Subscription, by giving the Client at least thirty (30) days' written notice (which may be delivered by email or by in-Portal notice) before the renewal date.

(b) For Clients on monthly billing cycles, duely may change the Fees with effect from the next billing cycle by giving at least thirty (30) days' written notice.

(c) If the Client does not accept a Fee change, the Client may terminate the Subscription with effect from the date the Fee change would take effect by giving written notice to duely before that date. Continued use of the Platform after the effective date of the Fee change constitutes acceptance of the new Fees.

(d) Despite (a) and (b), duely may pass through any increase in third-party pass-through costs (including identity verification, registry data, payment processing, or hosting costs) on shorter notice, capped at the actual increase.

5.2 Term and Renewal

(a) Each Subscription automatically renews for successive periods equal to the initial term (monthly or annual) at the then-current Fees, unless either party gives written notice of non-renewal at least thirty (30) days before the end of the current term.

(b) The Client acknowledges that the Subscription will be charged automatically to the payment method on file on each renewal date.

5.3 Termination

(a) By duely for convenience: duely may terminate this Agreement or any Subscription for convenience by giving the Client at least sixty (60) days' written notice. On such termination, duely will refund any prepaid Fees pro-rata for the unused remainder of the then-current term.

(b) By the Client for convenience: The Client may cancel the Subscription at any time via the billing portal in the Platform. Cancellation takes effect at the end of the then-current billing period in accordance with the Refund and Cancellation Policy. No pro-rata refund is payable on cancellation by the Client outside the 14-day cooling-off period set out in that policy.

(c) By either party for cause: Either party may terminate this Agreement immediately by written notice if the other party (i) commits a material breach that is not remediable, (ii) commits a material breach that is remediable and fails to remedy it within fourteen (14) days of written notice, or (iii) becomes insolvent, bankrupt, or subject to external administration.

(d) By duely for AUP breach: duely may terminate immediately for any breach of the Acceptable Use Policy. No refund is payable on termination under this clause.

5.4 Payment Terms

(a) Invoices are payable within fourteen (14) days of issue.
(b) Overdue amounts accrue interest at the Reserve Bank of Australia cash rate plus four percent (4%) per annum, calculated daily and compounded monthly, until paid.
(c) duely may recover all reasonable costs of collection, including legal fees and debt-collection agency fees.
(d) All Fees are stated exclusive of GST, which the Client is liable to pay where applicable.

5A. Trial and Free Tier Terms

If duely offers a free trial or free tier, the following apply during the trial or free period:

All terms of this Agreement apply, including limitation of liability and acceptable use obligations.
duely may limit features, storage, or support during the trial period.
duely may modify, restrict, or terminate a free trial or free tier at any time with reasonable notice and without liability.
No refunds apply to free tiers. On trial expiry, access to paid features will be suspended unless a paid Subscription is activated.

6. Audit Vault and Data Retention

duely maintains tamper-evident evidence packs and matter records (content-hashed at creation and recorded in an append-only audit log) for the active duration of the Subscription, to assist the Firm in its 7-year record-keeping obligations.
Data Export and Termination: On expiration or termination of a Subscription, the Firm has a 90-day export window to download all data, including evidence packs, matter records, and audit logs.
After 90 days following expiration, all data is permanently deleted in accordance with our retention policy. An optional Certificate of Data Destruction is available to Enterprise-tier Clients on request at that time.

7. Service Level Agreements (SLA)

Uptime: duely targets a 99.5% monthly uptime, excluding planned maintenance, force majeure, and third-party-service failures.
Maintenance: Planned maintenance windows will be communicated to Firms at least 48 hours in advance.
Support response targets:
- Standard/Starter Tier: next business day.
- Professional Tier: 4 business hours.
- Enterprise Tier: 1 business hour.
The SLA is a service target and not a warranty. Service credits (if any) are the Client's sole and exclusive remedy for failure to meet the SLA.

8. General Provisions

8.1 Changes to Terms

duely may update this Agreement from time to time. Material changes will be notified to the Administrator email on file at least thirty (30) days before they take effect and may require re-acceptance on next sign-in. Continued use of the Platform after the effective date of a change constitutes acceptance.

8.2 Force Majeure

Neither party is liable for any failure or delay in performing obligations under this Agreement to the extent caused by circumstances beyond its reasonable control, including natural disasters, pandemic, government actions, war, terrorism, power failures, internet outages, or failures of third-party service providers. The affected party shall promptly notify the other and use reasonable efforts to mitigate the impact.

8.2A Third-Party Services

The Platform integrates with third-party services, including identity verification, payment, and registry providers. duely is not liable for any failure, delay, error, downtime, change in functionality or pricing, or discontinuation of any third-party service, and may modify or replace any third-party integration on reasonable notice to the Client.

8.3 Dispute Resolution

Any dispute arising out of or in connection with this Agreement shall be resolved as follows:

Negotiation: The parties shall first attempt to resolve the dispute through good-faith negotiation between senior representatives within thirty (30) days of written notice.
Mediation: If negotiation fails, the parties agree to submit the dispute to mediation administered by the Australian Disputes Centre (ADC) in Sydney, New South Wales, before commencing litigation.
Litigation: If mediation fails to resolve the dispute within sixty (60) days, either party may commence proceedings in the courts of New South Wales, Australia.

Nothing in this clause prevents either party from seeking urgent injunctive or equitable relief from a court of competent jurisdiction.

8.4 Assignment

Neither party may assign or transfer this Agreement or any rights or obligations under it without the prior written consent of the other party, except that duely may assign this Agreement to a successor entity in connection with a merger, acquisition, restructure, or sale of all or substantially all of its assets, provided that the successor agrees to be bound by the terms of this Agreement.

8.5 Severability

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

8.6 Entire Agreement and Order of Precedence

This Agreement, together with the Data Processing Agreement (DPA), Privacy Policy, Acceptable Use Policy (AUP), Fair Usage Policy (FUP), and Regulatory Disclaimer, constitutes the entire agreement between the parties and supersedes any prior representations or agreements relating to its subject matter. In the event of conflict between these documents, the following order of precedence applies:

Data Processing Agreement (DPA)
Master Subscription Agreement (MSA)
Regulatory Disclaimer
Privacy Policy
Acceptable Use Policy (AUP)
Fair Usage Policy (FUP)

8.7 Governing Law

This Agreement is governed by the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales.

8.8 Survival

Clauses 2 (Limitation of Liability and Regulatory Role), 2.1 (Cap on Liability), 2.2 (Indemnification by the Client), 2.3 (Warranty Disclaimer), 3 (Data Ownership and Licensing), 4 (Tipping-Off and Confidentiality), 4A (Confidentiality), 5 (for amounts then owing), 5.4 (Payment Terms), 6 (Audit Vault and Data Retention), 8.3 (Dispute Resolution), 8.7 (Governing Law), 8.8 (Survival), 8.9 (Notices), 8.10 (Publicity), and 8.11 (Restrictions) survive termination or expiration of this Agreement.

8.9 Notices

Any notice under this Agreement must be in writing and is given when:

(a) sent by email to legal@duely.com.au (to duely) or to the Administrator email on file (to the Client), with delivery confirmation; or
(b) delivered by registered post to duely's registered office in New South Wales.

A notice sent after 5:00pm Sydney time is deemed received the next business day.

8.10 Publicity

The Client grants duely a non-exclusive, royalty-free licence to use the Client's name and logo in duely's customer lists, website, and marketing materials, identifying the Client as a customer of duely. The Client may revoke this licence at any time by written notice to legal@duely.com.au.

8.11 Restrictions

The Client must not, and must not permit any third party to:

(a) resell, sublicense, or make the Platform available to any person other than Authorised Users of the Client;
(b) use the Platform to build, train, or benchmark a competing product or service;
(c) reverse-engineer, decompile, disassemble, or attempt to derive the source code, structure, or algorithms of the Platform, except to the minimum extent permitted by law;
(d) remove, obscure, or alter any proprietary notice on the Platform; or
(e) use the Platform in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other party's use.

8.12 Definitions

In this Agreement, capitalised terms have the meanings given to them where first used. The following defined terms apply throughout:

"Authorised User" means an individual employee or contractor of the Client whom the Client has authorised to access the Platform under the Client's Subscription.
"Fees" means the subscription and usage fees payable by the Client for the Services.
"Platform" or "Services" means the duely software-as-a-service platform and any associated tools, integrations, and documentation made available by duely.
"Subscription" means the Client's then-current paid or free subscription to the Platform.
"Subscription Tier" means the tier of Service selected by the Client (for example, Starter, Professional, Enterprise).

Master Subscription Agreement (MSA) / Terms of Service