This Master Subscription Agreement ("Agreement") governs the use of the Sentine software-as-a-service platform by the Reporting Entity ("Client", "Firm", or "Subscriber"). Sentine ("Contractor" or "Platform") provides AML/CTF compliance workflow and verification tools.

By accessing the Sentine portal and accepting these terms via electronic logging, you confirm that this constitutes a binding agreement under the Electronic Transactions Act 1999 (Cth).

1. Description of Services

Sentine offers a suite of AML/CTF compliance tools, including identity verification, sanctions screening, risk assessment workflows, and audit trail record-keeping. The specific features accessible depend on your selected Subscription Tier.

2. Limitation of Liability and "Safe Harbour" Note

CRITICAL: Sentine is a technology compliance tool, not a professional advisor, legal counsel, or accounting firm.

The platform provides structured workflows designed to assist Reporting Entities in meeting their obligations under the AML/CTF Act 2006 (Cth).
Final compliance responsibility, including all decision-making regarding risk ratings and Suspicious Matter Reports (SMRs), rests entirely with the Client and its appointed AML Compliance Officer (AMLCO).
Using Sentine's workflows, including any "safe harbour" verification paths, does not automatically confer safe harbour protection under the AML/CTF Rules. The Client must ensure all conditions for safe harbour are independently met.
Disclaimer: Using Sentine does not guarantee a "Pass" from AUSTRAC audits or absolute immunity from penalties under the AML/CTF Act.

2.1 Cap on Liability

To the maximum extent permitted by law (including the Australian Consumer Law), Sentine's total aggregate liability to the Client for all claims arising under or in connection with this Agreement shall not exceed the total fees paid by the Client to Sentine in the twelve (12) months immediately preceding the event giving rise to the claim. This limitation applies regardless of the form of action, whether in contract, tort, strict liability, or otherwise.

2.2 Indemnification

The Client agrees to indemnify, defend, and hold harmless Sentine, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with:

The Client's use of the platform in violation of this Agreement or applicable law.
Inaccurate, incomplete, or misleading data inputted by the Client or its users.
The Client's failure to comply with its obligations under the AML/CTF Act 2006 (Cth), including but not limited to tipping-off violations caused by the Client's personnel.
Any third-party claim arising from the Client's AML/CTF compliance decisions made using the platform.

2.3 Warranty Disclaimer

Except as expressly set forth in this Agreement and to the maximum extent permitted by the Australian Consumer Law, Sentine provides the platform on an "AS IS" and "AS AVAILABLE" basis. Sentine 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.

3. Data Ownership and Licensing

Client Data: The Firm retains full ownership of all its Customer and Matter data inputted into Sentine. Sentine is granted a limited, non-exclusive licence solely to process and host this data to provide the Services.
Intellectual Property (IP): AML/CTF Program content generated by the Firm using Sentine's wizards or workflows is the exclusive property of the Firm. Sentine retains full IP rights over the platform's features, underlying codebase, UI/UX, methodologies, templates, algorithms, and workflows.

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

Sentine takes the Tipping Off offence (s123 of the AML/CTF Act) extremely seriously. We provide robust Role-Based Access Controls (RBAC) to enforce internal data compartmentalisation. However, the Client acknowledges that the ultimate responsibility for ensuring users do not breach tipping-off laws rests entirely with the Firm and its designated AMLCO. Sentine accepts no liability for tipping-off violations caused by an unauthorised or errant user of the Firm.

4A. Confidentiality

Each party agrees to treat as confidential all non-public information received from the other party during the course of this Agreement, including but not limited to 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.
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.
Sentine may suspend platform access for non-payment after a 7-day grace period, or immediately for violations of our Acceptable Use Policy (AUP). During any suspension period, the Firm's data will be preserved securely.

5A. Trial and Free Tier Terms

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

All terms of this Agreement apply, including limitations of liability and acceptable use obligations.
Sentine may limit features, storage, or support during the trial period.
Sentine reserves the right to terminate a free trial or free tier at any time with reasonable notice.
No refunds apply to free tiers. Upon trial expiry, access to paid features will be suspended unless a paid subscription is activated.

6. Audit Vault and Data Retention

Sentine maintains immutable evidence packs and matter records in a secure "Audit Vault" for the active duration of the subscription, aiming to assist the Firm in its 7-year record-keeping obligations.
Data Export & Termination: Upon expiration or termination of a subscription, the Firm is granted a strict 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 can be provided to enterprise Clients upon request at that time.

7. Service Level Agreements (SLA)

Uptime: Sentine targets a 99.5% monthly uptime (excluding planned maintenance).
Maintenance: Planned maintenance windows will be communicated to Firms at least 48 hours in advance.
Support Commitments:
- Standard/Starter Tier: Next business day support.
- Professional Tier: 4-hour business hour response time.
- Enterprise Tier: 1-hour business hour response time.

8. General Provisions

8.1 Changes to Terms

Sentine may update these terms periodically. Major changes will be prompted for re-acceptance upon logging into the platform. Continued use of the platform after notification constitutes acceptance of the updated terms.

8.2 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to 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 party and use reasonable efforts to mitigate the impact.

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.

8.4 Assignment

Neither party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that Sentine may assign this Agreement to a successor entity in connection with a merger, acquisition, 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 shall 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), and Fair Usage Policy (FUP), constitutes the entire agreement between the parties. In the event of a conflict between these documents, the following order of precedence applies:

Data Processing Agreement (DPA)
Master Subscription Agreement (MSA)
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.

Master Subscription Agreement (MSA) / Terms of Service