TERMS OF SERVICE
Welcome to AML Incubator (“AMLI”, “we”, “us”). We provide anti-money laundering (AML) and counter-terrorist financing (CTF) compliance consulting and outsourcing services. By using our website, portals, templates, or services (collectively, the “Services”), you (“Client,” “you”) agree to be bound by these Terms of Service (“Terms”). If you do not agree, you may not use the Services.
These Terms work together with any Consulting Engagement Agreement / Statement of Work we execute with you (each, an “Engagement Agreement”). If there is a conflict, the Engagement Agreement prevails for the specific engagement.
SCOPE OF SERVICES (ADVISORY & OUTSOURCING)
AML Incubator provides AML/CTF compliance consulting and, where agreed in writing, outsourced compliance officer/MLRO and operational support. Services may include: risk assessments, gap analyses, policy/procedure drafting, KYC/KYB frameworks, training, testing/monitoring, regulatory readiness, transaction review support, reporting preparation, and advisory.
No Legal Advice. Our Services are not legal advice and do not create a solicitor–client relationship. We do not represent Clients before courts/tribunals unless expressly agreed in writing.
Client Cooperation. You will provide timely access to personnel, systems, documents, data, and facilities needed to deliver the Services. We rely on the accuracy and completeness of information you provide and are not responsible for consequences arising from inaccurate, incomplete, or delayed information.
REGULATORY RESPONSIBILITY; SANCTIONS WARRANTY
The Client remains solely responsible for compliance with all applicable laws and regulations (e.g., PCMLTFA/FINTRAC, RPAA/Bank of Canada, OFAC/EU/UK/UN sanctions, privacy laws). Our role is advisory and/or outsourced operational support; we do not assume your statutory obligations or guarantee regulatory outcomes. The Client must review and approve all deliverables before adopting them.
Sanctions Warranty. The Client represents and warrants that it is not, and to its knowledge its parent companies, subsidiaries, affiliates, owners (direct or indirect), directors, officers, employees, or group companies are not, (i) the subject of economic, trade, or transactional sanctions administered or enforced by any applicable authority, including the United States (e.g., OFAC and its Specially Designated Nationals and Blocked Persons List (SDN List)), Canada (e.g., the Consolidated Canadian Autonomous Sanctions List), the United Kingdom (e.g., OFSI Consolidated List), the European Union (EU consolidated sanctions), or the United Nations; (ii) identified on any list of known or suspected terrorists, terrorist organizations, or other prohibited/restricted parties published by any such authority; or (iii) located, organized, or ordinarily resident in any comprehensively sanctioned country or territory. The Client further warrants it will not use the Services in connection with any sanctioned person, country, or prohibited activity.
The Client agrees to promptly notify AML Incubator if any of the foregoing representations becomes inaccurate or if the Client or any of the foregoing persons becomes listed or sanctioned. AMLI may suspend or terminate the Services immediately where it reasonably determines that continued performance could violate applicable sanctions or export-control laws.
SERVICE LEVELS, DELIVERABLES & REPORTING
We will perform the Services in a professional and workmanlike manner using personnel with appropriate skills. Any turnaround times, milestones, or deliverables will be set out in the Engagement Agreement. Upon request, we will provide status updates and an open-items list. Delays caused by Client dependencies pause timelines.
Consultant shall provide to Client the services (the "Services") set out in one or more statements of work to be issued by Consultant and accepted by Client (each, a "Statement of Work" or “SOW”). To the extent there is any conflict between the terms of this Agreement and the terms of any Statement of Work, the terms of the Statement of Work shall prevail. The details of the method and manner for performance of the Services by the Consultant shall be under the control of the Consultant, Client being interested only in the results thereof. Consultant's responsibilities and obligations under this Agreement are limited to providing compliance services for the Client and its wholly-owned subsidiaries and not for any affiliate of the Client.
Consultant may designate a primary contact to act as its authorized representative with all matters pertaining to this Agreement and provide a number of employees, contractors, or agents that it deems sufficient to perform the Services.
CONFIDENTIALITY & DATA PROTECTION
We will keep Client Confidential Information confidential and use it only to deliver the Services, disclosing it solely to personnel/subcontractors under comparable confidentiality obligations or as required by law.
Data Protection. We will implement reasonable administrative, technical, and physical safeguards for Client Data. We will comply with applicable privacy laws (e.g., PIPEDA and, where applicable, GDPR). If we become aware of a confirmed personal-data breach affecting Client Data, we will notify you without undue delay and cooperate on remediation. A separate Data Processing Addendum (DPA) can be executed upon request.
Records & Retention. We retain engagement records for at least five (5) years or as required by law, unless otherwise agreed.
SUBCONTRACTORS & THIRD-PARTY TOOLS
We may use qualified subcontractors and third-party tools (e.g., screening/monitoring platforms) to deliver the Services. We remain responsible for our subcontractors and will flow down confidentiality/data-protection obligations. You are responsible for your own vendor contracts and licenses unless otherwise stated.
AUDIT RIGHTS (SERVICES-RELATED)
With reasonable prior notice, you may review our compliance with these Terms in relation to the Services. Any review must: (i) be during normal business hours; (ii) not unreasonably disrupt operations; (iii) protect third-party confidentiality; and (iv) be limited to materials relevant to the engagement.
REGULATOR INTERACTION & COOPERATION
You are the primary point of contact with regulators. Upon request, we will assist with preparing responses, supplying documentation, and (if agreed) attending meetings, subject to scope and fees. You remain responsible for submissions and for ensuring their completeness and accuracy.
INTELLECTUAL PROPERTY & LICENSE
All content, templates, training materials, reports, policies, workflows, software, and other materials made available on the website or otherwise as part of the Services (collectively, the “AMLI Materials”) are protected by applicable laws, including Canadian and international copyright, trade secret, and trademark laws. The content, look-and-feel, selection, coordination, arrangement, and enhancement of the website and the AMLI Materials are the exclusive property of AML Incubator (“AMLI”) or its licensors. Except as expressly provided in these Terms or an applicable Engagement Agreement, no rights (express or implied) are granted to you in the AMLI Materials.
AMLI, AML Incubator, our logos, and any related names and marks are proprietary to AMLI or its licensors. Third-party names and marks displayed on the site or within the AMLI Materials are the property of their respective owners.
Subject to your compliance with these Terms and any Engagement Agreement, AMLI grants you a limited, non-exclusive, non-transferable, revocable license to access the website and use the AMLI Materials solely for your internal business purposes in connection with the Services. You may not copy, reproduce, modify, adapt, translate, create derivative works from, distribute, sublicense, resell, publicly display, or otherwise exploit the AMLI Materials (alone or combined with other content, software, documentation, or services), nor remove proprietary notices, except as expressly permitted in writing by AMLI.
Any unauthorized use, distribution, transfer, or copying of the AMLI Materials, or failure to comply with these restrictions, will automatically terminate your license to access the website, the Services, and the AMLI Materials, and may subject you to additional legal remedies.
WARRANTIES & DISCLAIMERS
AML Incubator (“AMLI”) obtains the content of AMLI Materials and other information used in the Services from sources believed to be accurate and reliable. However, due to the possibility of human or mechanical error and other factors, the website, the Services, and all AMLI Materials are provided “AS IS” and “AS AVAILABLE,” without representation or warranty of any kind. AMLI AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, RESULTS, TIMELINESS, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR CONTINUOUS AVAILABILITY.
You acknowledge and agree that AMLI is not responsible or liable for reliance on any statements, opinions, or content presented on the website, in the AMLI Materials, or otherwise provided as part of the Services. Nothing in the Services or AMLI Materials constitutes legal advice or a guarantee of regulatory outcomes.
AMLI makes no representation or warranty that the AMLI Materials or other content are appropriate or available for use in any particular jurisdiction, and access from territories where such content is illegal is prohibited. If you choose to access the website and/or AMLI Materials from such locations, you do so on your own initiative and are responsible for compliance with applicable local laws, rules, and regulations. AMLI may limit the availability of the website, Services, and/or AMLI Materials, in whole or in part, to any person, geographic area, or jurisdiction, at any time, in AMLI’s sole discretion. No oral or written information or advice given by AMLI or its personnel regarding the website, Services, or AMLI Materials constitutes a warranty unless expressly incorporated into these Terms or an engagement agreement in writing.
The AMLI Materials and other content made available on or through the website may include inaccuracies or typographical errors, and there may be times when the website, its contents, or particular AMLI Materials are unavailable. Moreover, AMLI may modify or change the website, the AMLI Materials, or other content at any time, for any reason. YOU ASSUME THE SOLE RISK of using or relying on the AMLI Materials and any other content made available on or through the website or Services.
Limitation of Liability. To the maximum extent permitted by law, AMLI’s total liability to you or any third party arising out of or related to the Services, website, or AMLI Materials—regardless of theory of liability—is limited to the greater of: (i) the fees actually paid to AMLI for the Services giving rise to the claim during the twelve (12) months immediately preceding the event giving rise to liability; or (ii) CAD 100. Except where prohibited by law, in no event shall AMLI or its licensors/affiliates be liable for indirect, special, incidental, punitive, or consequential damages (including loss of business, revenue, profits, use, data, or economic advantage), however arising, even if advised of the possibility of such damages. You must use reasonable efforts to mitigate any loss or damage, and nothing in these Terms relieves you of that duty.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation/exclusion of liability for incidental or consequential damages; in such jurisdictions, AMLI’s liability will be limited to the maximum extent permitted by law.
INDEMNIFICATION
DISPUTE RESOLUTION
PLEASE READ CAREFULLY. THIS SECTION CONTAINS AN ARBITRATION AGREEMENT AND A CLASS ACTION WAIVER. BY AGREEING TO THESE TERMS, YOU AGREE TO RESOLVE DISPUTES THROUGH BINDING ARBITRATION ON AN INDIVIDUAL BASIS, WAIVING THE RIGHT TO A COURT TRIAL OR TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
Informal Resolution
Before commencing arbitration, the parties will first attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to these Terms, the website, the Services, or any AMLI Materials (whether in contract, tort, statute, or otherwise) (a “Dispute”) by negotiation. The complaining party shall provide written notice describing the Dispute and requested relief. If the Dispute is not resolved within 30 days of receipt of that notice, either party may initiate arbitration as set out below.
Agreement to Arbitrate
Any Dispute shall be finally resolved by binding arbitration administered by the Canadian Arbitration Association (CAA) under its Arbitration Rules then in force. The arbitration will be conducted in English before one arbitrator appointed by the CAA (unless the parties agree otherwise). The seat/place of arbitration shall be the Province of British Columbia. The arbitrator’s award shall be final and binding and may be entered in any court of competent jurisdiction.
Individual Basis Only; Class Action Waiver
Any claim must be brought in the claimant’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple-plaintiff, or similar proceeding. The parties expressly waive any right to participate in or maintain any class, collective, or representative action in any forum. The arbitrator shall have no authority to hear or certify any such proceeding or to award relief on any basis other than to the individual party seeking relief. If this waiver is found unenforceable as to a particular claim, that claim (and only that claim) shall proceed in court and the arbitration provision shall not apply to it.
Fees and Costs
The arbitrator may award fees and costs as permitted by the CAA Rules and applicable law. At your request, AMLI will pay or reimburse CAA filing and arbitrator fees to the extent such fees exceed the court filing fees you would have paid to file the claim in a court of competent jurisdiction, unless the arbitrator determines the claim was frivolous or brought for an improper purpose.
Confidentiality
The arbitration (including the existence of the proceeding), submissions, hearings, and award shall be confidential, except to the extent disclosure is necessary to enter or enforce the award, to meet legal or regulatory obligations, or as otherwise required by law.
Court Proceedings for Limited Purposes
The parties consent to the exclusive jurisdiction of the provincial and federal courts located in the Province of British Columbia, for (i) judicial proceedings in aid of arbitration or to confirm/enforce an award, and (ii) interim, emergency, or injunctive relief, including to protect intellectual property or confidential information. Seeking such relief shall not be deemed incompatible with or a waiver of arbitration.
Small Claims Carve-Out
Either party may bring an individual claim in a court of competent jurisdiction that is limited to and qualifies for small claims procedures, in lieu of arbitration.
Time Limit
To the extent permitted by law, any claim arising out of or relating to these Terms must be filed within twelve (12) months after the claim accrues, or it is permanently barred.
Survivability
This Section 8 survives termination or expiration of these Terms and the completion of the Services.
Term
These Terms take effect on the date you first access the Site or use the Services and continue until terminated as set out below. Each specific engagement will be governed by an Engagement Agreement/Statement of Work (SOW):
Termination for Non-Payment
Notwithstanding anything to the contrary, if any amount due is unpaid for 14 days after its due date, AMLI may suspend Services or terminate the applicable SOW (or these Terms with respect to you) on written notice. Upon such termination, all amounts then outstanding become immediately due and payable. This right is in addition to any other remedies at law or in equity, including the right to charge interest on overdue amounts as provided in the SOW/Fees section. Failure to exercise this right is not a waiver.
Suspension
AMLI may suspend access to the Site, AMLI Materials, or Services (in whole or in part) with or without notice for: (a) non-payment; (b) suspected unauthorized use, security incidents, or data compromise; (c) legal, regulatory, or sanctions concerns; or (d) your failure to provide required cooperation, information, or approvals. AMLI will restore Services once the cause of suspension is resolved.
Effect of Termination
Upon expiration or termination of an SOW or these Terms: (a) your license to AMLI Materials under that engagement ends; (b) you will promptly pay all fees and approved expenses accrued up to the effective date; (c) at your written request within 30 days, AMLI will provide reasonable transition assistance and return (or make available for export) Client-provided data in AMLI’s possession, subject to payment of applicable fees; and (d) AMLI may retain records as required by law and in accordance with its retention policies.
Survival
The rights and obligations of the parties that by their nature should survive (including, without limitation, Fees & Payment, Confidentiality & Data Protection, Intellectual Property, Disclaimers, Limitation of Liability, Indemnification, Compliance/Sanctions, Governing Law & Dispute Resolution, Notices, Assignment, and this Section 8) shall survive any termination or expiration of the engagement and/or these Terms.
WAIVER
Failure to insist on strict performance of any of the terms and conditions of these Terms and Conditions will not operate as a waiver of any subsequent default or failure of performance. No waiver by AML Incubator of any right under these Terms and Conditions will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.
Severability
The provisions of these Terms and Conditions are severable. If any provision (or part of any provision) shall be determined to be void or unenforceable, the relevant provision or part of any provision shall be deemed deleted and these Terms and Conditions, and the validity and enforceability of all remaining provisions (and parts of any provisions) of these Terms and Conditions, shall not be affected.
CONFLICTS OF INTEREST
We maintain procedures to identify and manage conflicts at onboarding and throughout the engagement. If a material conflict arises, we will promptly notify you (without disclosing other clients’ confidential information) and propose mitigations—e.g., ethical walls, separate teams, or recusal. We proceed only where mitigation is effective (and, where required, with your written consent). If not resolvable, either party may terminate the affected engagement; fees and approved expenses incurred to date remain payable.
We may recommend third-party vendors, but you’re under no obligation to use them. We do not accept contingent compensation that compromises independence; any referral benefits will be disclosed in advance.
We may serve multiple clients in the same industry; this is not exclusivity. We will avoid directly adverse work on the same matter and will protect confidentiality. Any subcontractors we engage are subject to conflict screening and bound by obligations no less protective than these Terms.
COMPLIANCE, SANCTIONS & ANTI-BRIBERY
Each party represents it is not owned or controlled by, and will not provide or receive Services to/from, persons or entities subject to applicable sanctions. Each party will comply with anti-bribery/anti-corruption and export-control laws.
ACCEPTABLE USE (WEBSITE/PORTALS)
You will not misuse the website or portals, attempt to gain unauthorized access, introduce malware, or scrape/copy content except as permitted. We may suspend access for security or misuse.
FORCE MAJEURE
Neither party is liable for delays or failures caused by events beyond reasonable control (e.g., natural disasters, war, strikes, power or telecom failures, changes in law). The affected party will notify the other and resume performance as practicable.
PUBLICITY
AMLI will not use your name, logo, or marks in marketing, press releases, case studies, or testimonials without your prior written consent, except to identify you as a client in a non-promotional client list . Any approved publicity will (i) follow your brand guidelines, (ii) be limited to factual statements about the Services, and (iii) exclude confidential information. You may withdraw consent on written notice; AMLI will cease new uses promptly and remove or update online references within a reasonable period.
NOTICES
All formal notices under these Terms or an Engagement Agreement must be in writing and sent to the contacts specified in the Engagement Agreement (or as later updated in writing) by: (a) email with delivery/read confirmation, (b) reputable courier, or (c) certified/registered mail (postage prepaid).
Deemed receipt: email on confirmed delivery or the next business day if sent after local business hours; courier on delivery; certified/registered mail five (5) business days after dispatch. Notices must be in English and reference the relevant Agreement. Either party may designate updated notice details by written notice. This section does not limit any method of service of process permitted by law.
PASSWORDS AND SECURITY
Access to certain areas of the Site and to AMLI Materials may require an account and password (“Credentials”). When creating an account/profile, you must select a username and password and provide accurate, complete, and up-to-date information, and you agree to keep that information current.
THIRD-PARTY LINKS
AML Incubator's website may contain links to third-party websites. Please note that these links do not constitute an endorsement by AML Incubator of the content, services, or operation of these third-party websites. It is important to understand that AML Incubator is not responsible for the content or services offered by any third-party websites or providers, and we do not make any representation or warranty regarding these websites or their contents. By accessing these third-party websites, you do so at your own risk, and AML Incubator will not be held responsible for their content or operation.
GOVERNING LAW
These Terms and any non-contractual disputes or claims arising out of or in connection with them are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, excluding any conflict-of-laws rules that would result in the application of another jurisdiction’s laws.
These Terms, together with any applicable Engagement Agreement/Statement of Work and Data Processing Addendum, constitute the entire agreement between AML Incubator and the Client regarding the Services and supersede all prior or contemporaneous proposals, understandings, and communications, whether written or oral, on that subject. Any amendments must be in writing and executed (or electronically accepted) by both parties.
CHANGES TO TERMS
We may update these Terms to reflect changes in our Services or applicable laws. Updated Terms will be posted on our website with a “Last Updated” date; material changes may also be notified by email or within our client portal. Unless stated otherwise, changes take effect upon posting, except urgent legal/security updates may take effect immediately. Your continued use after the effective date constitutes acceptance. If you object to a material change, notify us within 10 business days. Changes to these Terms do not amend the scope or fees of any signed Engagement Agreement/SOW without a written change order.
