Terms of Services - SARA

Effective Date: October 2024

Welcome to SARA, by iComply2 Financial Services ("Company", "we", "us", or "our"). These Terms of Service ("Terms") govern your access to and use of our AI-powered compliance assistant software-as-a-service ("Service") that reviews Statements of Advice ("SoA") for the financial advice industry in Australia.

By accessing or using our Service, you ("User", "you", or "your") agree to be bound by these Terms, our Privacy Policy, and all applicable laws and regulations. If you do not agree with these Terms, please do not use our Service.

2. Eligibility

2.1. You represent and warrant that you are at least 18 years old and have the legal capacity to enter into these Terms.
2.2. If you are using the Service on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to these Terms.

3. Description of Service

Our Service uses artificial intelligence ("AI") to assist financial advisors and compliance professionals by reviewing SoAs for compliance with relevant laws and regulations in the Australian financial advice industry.

Key Features:

Automated analysis of SoAs.
Identification of potential compliance issues.
Suggestions for improvements based on regulatory requirements.

4. Account Registration

4.1. To use our Service, you must create an account by providing accurate and complete information.
4.2. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account.
4.3. You agree to notify us immediately of any unauthorised use of your account.

5. User Obligations

5.1. Compliance with Laws

You agree to use the Service in compliance with all applicable laws, regulations, and industry standards, including but not limited to the Corporations Act 2001 (Cth) and the Australian Securities and Investments Commission ("ASIC") regulations.

5.2. Accurate Information

You are responsible for ensuring that all information and documents you submit to the Service are accurate, complete, and lawful.

5.3. Client Consent

You must obtain all necessary consents and authorisations from your clients before submitting their personal or financial information to the Service.

6. Intellectual Property Rights

6.1. Ownership

6.1.1. All intellectual property rights in the Service, including but not limited to software, algorithms, and content, are owned by the Company or its licensors.
6.1.2. These Terms do not grant you any rights to our intellectual property except as expressly provided.

6.2. Licence

6.2.1. We grant you a limited, non-exclusive, non-transferable licence to access and use the Service for your internal business purposes.
6.2.2. You may not copy, modify, distribute, sell, or lease any part of our Service.

7. Confidentiality and Privacy

7.1. Confidential Information

7.1.1. "Confidential Information" includes any non-public information disclosed between the parties, including SoAs, client data, business strategies, and technology.
7.1.2. Both parties agree to maintain the confidentiality of such information and use it only for purposes of the Service.

7.2. Privacy Policy

7.2.1. Our Privacy Policy explains how we collect, use, and protect personal information.
7.2.2. By using the Service, you consent to the collection and use of information as outlined in the Privacy Policy.

8. Data Security

8.1. Data Storage

8.1.1. All client data processed by the Service is stored securely within Australia.
8.1.2. We use industry-standard encryption and security protocols to protect your data.

8.2. Data Breach Notification

8.2.1. In the event of a data breach, we will notify you and relevant authorities in accordance with the Privacy Act 1988 (Cth).

9. Use of Artificial Intelligence

9.1. AI Limitations

9.1.1. The AI analyses are based on algorithms and data available at the time of use.
9.1.2. The Service may not identify all compliance issues or be error-free.

9.2. No Legal Advice

9.2.1. The Service provides general information and does not constitute legal or financial advice.
9.2.2. You should consult a qualified professional for advice specific to your situation.

10. Fees and Payment

10.1. Subscription Plans

10.1.1. Access to the Service requires a paid subscription as outlined on our website.
10.1.2. All fees are in Australian Dollars (AUD) and are exclusive of GST unless stated otherwise.

10.2. Payment Terms

10.2.1. Fees are payable in advance and are non-refundable.
10.2.2. You authorise us to charge your selected payment method for all fees incurred.

10.3. Changes to Fees

10.3.1. We may modify fees with 30 days' notice.
10.3.2. Continued use of the Service after fee changes constitutes acceptance.

11. Warranties and Disclaimers

11.1. Mutual Warranties

Both parties represent and warrant that they have the legal right and authority to enter into these Terms.

11.2. Disclaimer of Warranties

11.2.1. The Service is provided "as is" without warranties of any kind.
11.2.2. We do not guarantee that the Service will be uninterrupted, secure, or error-free.

11.3. Limitation of Liability

11.3.1. To the maximum extent permitted by law, we are not liable for any indirect, incidental, or consequential damages.
11.3.2. Our total liability is limited to the fees paid by you in the 12 months preceding the claim.

12. Indemnification

You agree to indemnify, defend, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, and agents from any claims, liabilities, damages, and expenses arising out of your use of the Service or breach of these Terms.

13. Term and Termination

13.1. Term

These Terms commence on the Effective Date and continue until terminated.

13.2. Termination by You

13.2.1. You may terminate your subscription at any time through your account settings.
13.2.2. No refunds will be provided for early termination.

13.3. Termination by Us

13.3.1. We may suspend or terminate your access to the Service if you breach these Terms.
13.3.2. We may also terminate the Service with 30 days' notice for any reason.

13.4. Effects of Termination

Upon termination:

13.4.1. All licences granted to you end immediately.
13.4.2. You must cease all use of the Service.
13.4.3. Sections concerning confidentiality, intellectual property, indemnification, and limitation of liability survive termination.

14. Modifications to the Service and Terms

14.1. Service Changes

We reserve the right to modify or discontinue the Service at any time without liability.

14.2. Changes to Terms

14.2.1. We may update these Terms from time to time.
14.2.2. We will notify you of significant changes by email or through the Service.
14.2.3. Continued use after changes constitutes acceptance.

15. Dispute Resolution

15.1. Governing Law

These Terms are governed by the laws of New South Wales, Australia.

15.2. Mediation

15.2.1. Parties agree to attempt to resolve disputes through mediation before proceeding to litigation.
15.2.2. Mediation will be conducted in Sydney, NSW.

15.3. Jurisdiction

You submit to the exclusive jurisdiction of the courts in New South Wales for any disputes arising out of these Terms.

16. Miscellaneous

16.1. Assignment

You may not assign or transfer any rights under these Terms without our prior written consent.

16.2. Entire Agreement

These Terms constitute the entire agreement between the parties regarding the Service.

16.3. Severability

If any provision is found invalid, the remaining provisions will remain in effect.

16.4. Waiver

Failure to enforce any right or provision does not constitute a waiver of such right or provision.

16.5. Notices

Notices shall be sent to the contact information provided by each party and are deemed received when sent via email or delivered by registered mail.

17. Contact Information

If you have any questions or concerns about these Terms or the Service, please contact us at:

Email: anthony.lyon@icomply2.com.au
Address: Level 10, 60 York Street, SYDNEY NSW 2000

By using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.

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Schedule 1 | Standard and duties

The Company must, in providing the Services:

1. (Honesty and diligence) be honest and diligent and provide the Services to it to the best of its knowledge and abilities;

2. (Standards) at all times maintain reasonable ethical, professional and technical standards;

3. (Privacy) in relation to any Personal Information of any customer, client, supplier or Representative of the Recipient, any user or prospective user or any other person, comply with:

(a) the Privacy Act and any guidelines, information sheets and other relevant material issued from time to time by the Commonwealth Privacy Commissioner; and

(b) any approved privacy policy and procedures adopted from time to time by the Recipient.

Schedule 2 | Non-Solicitation Periods

3 months; 6 months

Terms of Services - SARA

Contents

Schedule 1 | Standard and duties

Schedule 2 | Non-Solicitation Periods