Terms of Service

1. Use of Services

Valitros grants you a limited, non-exclusive, non-transferable, revocable right to use the Services for lawful purposes only, in accordance with these Terms. You agree not to use the Services in any way that may harm, disrupt, overload, reverse engineer, probe, or interfere with the operation or security of Valitros, its infrastructure, or its other customers. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.

2. Nature of the Services: Assistance Only

Valitros provides software tools that assist reporting entities to operate their own AML/CTF programs. The Services collect information, verify documents, run screenings, generate document drafts from your inputs, and keep records. The Services do not constitute, and must not be relied on as, legal, compliance or professional advice. Valitros does not review, approve, audit or certify your AML/CTF program, your customer due diligence, your risk ratings, your beneficial ownership determinations or your regulatory reports, and makes no representation or guarantee that use of the Services will make you compliant with the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth), the AML/CTF Rules, the Privacy Act 1988 (Cth), or any other law, standard or guideline.

3. Your Compliance Responsibilities

If you are a reporting entity, you, and not Valitros, are solely and entirely responsible for your own regulatory compliance. This includes, without limitation: adopting, approving and maintaining your own AML/CTF program; making every customer risk rating, approval, enhanced due diligence and offboarding decision; performing and judging all checks (including sanctions, politically exposed person and adverse media checks, whether or not the Services assist with them); lodging all reports, including suspicious matter reports, threshold transaction reports and annual compliance reports, directly with AUSTRAC through AUSTRAC Online; AUSTRAC enrolment and registration; record keeping; independent audit; and personnel due diligence and training. You are responsible for determining whether the Services are appropriate for your circumstances and for verifying every output before you act on it.

4. No Reliance on Outputs

Any output of the Services, including generated documents, policies, process documents, risk assessments, risk ratings and indicators, screening and sanctions results, identity verification outcomes, beneficial ownership or corporate structure analysis, and any artificial intelligence generated suggestion, is provided as an input to your own judgement only. It is produced automatically from the information you provide, may be incomplete, out of date or wrong, is not advice, and is not confirmed by Valitros to be accurate or compliant with any law. You must not rely on any output, and must independently review, verify, correct and approve it before use. You must not represent to any regulator, client, auditor or other person that Valitros performs, verifies, guarantees or is responsible for your compliance, your assessments or your decisions.

5. Artificial Intelligence and Automated Processing

Some features use artificial intelligence and other automated processing. These features are probabilistic and experimental by nature. They can produce results that are inaccurate, incomplete, out of date, biased, or entirely fabricated (including false positives and false negatives), and can misread or misinterpret documents and data. AI output is a suggestion only, is not advice, and is not a substitute for your own review and professional judgement. You must independently verify every AI-assisted output before relying on or acting on it, and you are solely responsible for any decision you make with the assistance of these features.

6. Assumption of Risk and Acknowledgement

You acknowledge and agree that: (a) you use the Services and rely on your own judgement at your own risk; (b) AML/CTF obligations rest with you as the reporting entity and cannot be transferred to Valitros; (c) automated tools are inherently imperfect and can produce errors, omissions and false results; (d) you are the person best placed to assess your own clients, risks and obligations; and (e) you accept full responsibility for any decision you make, or fail to make, in connection with the Services, and for any consequence of that decision, including any assessment that is later found to be incorrect.

7. Accuracy of Your Inputs

The Services operate on the information you and your clients provide. The usefulness and accuracy of any output depends entirely on the accuracy, completeness, currency and legality of that information. Valitros is not responsible for, and gives no warranty in respect of, any output, result or decision that is affected by information that is incorrect, incomplete, out of date, falsified or unlawfully provided. You are responsible for the quality and integrity of your inputs and for detecting and correcting errors in them.

8. Third-Party Services, Data Sources and Sub-processors

The Services rely on third-party infrastructure, service providers and data sources, including cloud hosting, artificial intelligence providers, and public and commercial data sources such as sanctions and watch lists. Valitros may engage sub-processors to host and process your data to deliver the Services. Valitros does not control, and is not responsible or liable for, the availability, accuracy, completeness, currency or acts or omissions of any third party or data source, including the completeness or timeliness of any sanctions, PEP, watch-list or other reference data. Screening and verification results are only as current and complete as the underlying sources.

9. Service Availability and Changes

The Services are provided on an "as available" basis. Valitros does not guarantee that the Services will be available, uninterrupted, timely, secure or error free, and may perform maintenance, or modify, suspend, limit or discontinue any part of the Services, at any time, with or without notice, and without liability. Features described as beta, preview or trial are provided for evaluation only and may be changed or withdrawn. We may change these Terms; the "Last updated" date will reflect any change, and your continued use of the Services constitutes acceptance of the changes.

10. Your Content and Data

You retain ownership of the data and content you provide ("Customer Data"). You grant Valitros a worldwide, royalty-free licence to host, process, reproduce and transmit Customer Data to the extent necessary to provide, secure, maintain and improve the Services. You are responsible for the accuracy, quality and legality of Customer Data and for having all necessary rights, consents and authorisations (including from your own clients and their beneficial owners) to provide it to us and to have it processed as described. As between the parties, you are the entity responsible for the personal information of your clients and for your own obligations under the Privacy Act 1988 (Cth) and the Australian Privacy Principles; Valitros processes Customer Data on your behalf to deliver the Services.

11. Data Security and Data Breach

Valitros applies reasonable technical and organisational security measures designed to protect Customer Data, including encryption in transit and at rest and access controls. However, no method of transmission or storage is completely secure, and Valitros does not warrant or guarantee that the Services or Customer Data will be free from unauthorised access, loss, corruption, interception or breach.

To the maximum extent permitted by law, Valitros is not liable for any unauthorised access to, or loss, disclosure, alteration or destruction of, Customer Data that arises from: factors outside our reasonable control; your acts or omissions (including weak, shared or compromised credentials, misconfiguration by you, or your failure to apply available security features); the acts of your personnel or your own service providers; or the acts of any third party, including any criminal or malicious actor. You are responsible for your own security practices, for meeting your own data-breach and notification obligations (including under the Notifiable Data Breaches scheme), and for notifying affected individuals and regulators where required. Each party will cooperate reasonably in the event of a security incident affecting Customer Data.

12. Records and Retention

You are solely responsible for creating and maintaining your own compliance records, including meeting your record-keeping and retention obligations (such as the seven-year retention period under the AML/CTF Act). The Services are a tool to assist your record keeping and are not, and must not be treated as, your sole or guaranteed system of record. You should keep independent copies of your important records. Valitros is not liable for any loss of, or inability to access, records or data, and may apply reasonable data retention and deletion practices.

13. No Advisory, Agency or Fiduciary Relationship

Valitros is a software provider only. Nothing in these Terms or in your use of the Services creates any advisory, professional, agency, partnership, joint venture or fiduciary relationship between you and Valitros, and Valitros does not act as your agent, adviser, compliance officer or representative. Valitros owes you no duty beyond those expressly set out in these Terms.

14. Fees, Payment and Free Access

Where fees apply, you agree to pay them in accordance with the plan or order applicable to you. Fees are non-refundable except where required by law. We may change our fees and introduce or vary charges on reasonable notice; your continued use after a change takes effect is acceptance of the new fees. Where access is provided free of charge or on promotional terms, we may vary, limit or withdraw that access at any time. We may suspend the Services for non-payment.

15. Suspension and Termination

You may stop using the Services at any time. Valitros may suspend or terminate your access, in whole or in part, immediately and without liability, if you breach these Terms, fail to pay fees when due, or use the Services unlawfully or in a way that risks harm to Valitros, its systems or others. On termination, your right to use the Services ends. On request within a reasonable period after termination, and subject to your own retention obligations, we will make available an export of your Customer Data and delete it from our active systems, except where retention is required by law. Sections that by their nature should survive termination survive.

16. Intellectual Property and Feedback

All intellectual property rights in the Services and related materials belong exclusively to Valitros or its licensors. You agree not to copy, modify, distribute, resell, or create derivative works based on the Services without our prior written consent. If you provide feedback, suggestions or ideas about the Services, you grant Valitros a perpetual, irrevocable, worldwide, royalty-free licence to use them for any purpose without obligation to you.

17. Disclaimer of Warranties

The Services are provided "as is" and "as available" without warranties of any kind, express or implied. Valitros does not guarantee the accuracy, completeness, currency, reliability or availability of the Services and disclaims all warranties, including merchantability, fitness for a particular purpose, and non-infringement.

Without limiting the foregoing, Valitros does not warrant or guarantee: that any screening (including against the DFAT Consolidated List or any sanctions, PEP or adverse-media source) is complete, current or error free; that any identity verification, document analysis or beneficial ownership result is accurate; that any generated document, policy, framework or risk assessment is suitable, accurate or compliant with any law; that the Services will be uninterrupted, secure or error free; or that use of the Services will satisfy any obligation you have under any law, including the AML/CTF Act. Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy that cannot lawfully be excluded under the Australian Consumer Law or other applicable law. To the extent permitted, our liability for breach of any non-excludable guarantee is limited, at our option, to re-supplying the Services or paying the cost of having them re-supplied.

18. Limitation of Liability

To the maximum extent permitted by law, and subject to the Australian Consumer Law provisions above, Valitros and its affiliates, officers, directors, employees and agents will not be liable for any indirect, incidental, consequential, special, exemplary or punitive damages, or for any loss of profit, revenue, goodwill, data, or business, arising out of or related to the Services or these Terms, even if advised of the possibility of such loss.

Without limiting the above, Valitros will not be liable for any loss, liability, penalty, fine, enforcement action, sanction, claim or damage arising from or connected with: your AML/CTF compliance or non-compliance; any risk rating, assessment, approval or decision made or not made by you (including where you relied on an output of the Services); any suspicious matter, transaction, report or lodgement, or failure to make one; any inaccurate, incomplete or missing screening, verification or analysis result; the acts, omissions, assessments or claims of your clients, their beneficial owners, or any third party; or any data security incident to the extent described in section 11. To the maximum extent permitted by law, the total aggregate liability of Valitros for all claims arising out of or related to the Services or these Terms is limited to the total fees paid by you to Valitros for the Services in the twelve (12) months immediately preceding the event giving rise to the liability, or one hundred Australian dollars (A$100) where no fees were paid.

19. Indemnification

You agree to indemnify, defend and hold harmless Valitros and its affiliates, officers, directors, employees and agents from and against any claims, demands, investigations, damages, liabilities, penalties, fines, costs and expenses (including reasonable legal costs) arising out of or connected with: your use of the Services; your AML/CTF compliance, assessments, decisions or reports; your Customer Data or your handling of the personal information of your clients; any breach by you of these Terms or of any law; and any claim brought against Valitros by your client, a beneficial owner, a regulator or any third party in connection with your use of the Services or your compliance activities.

20. Your Compliance with Laws, Sanctions and Authorisations

You warrant that your use of the Services is and will remain lawful, that you hold all authorisations, registrations and enrolments required for your activities, and that you will comply with all applicable laws, including AML/CTF, privacy, sanctions and export-control laws. You must not use the Services to breach any sanctions regime or on behalf of any sanctioned person, and you are responsible for your own screening and sanctions decisions.

21. Force Majeure

Valitros is not liable for any failure or delay in performing its obligations to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, failure or unavailability of third-party services, infrastructure or utilities, cyber-attacks, malicious acts, changes in law, or government action.

22. Governing Law, Disputes and Notices

These Terms are governed by the laws of Queensland, Australia. The parties will first attempt in good faith to resolve any dispute by negotiation. If a dispute is not resolved, you submit to the exclusive jurisdiction of the courts of Queensland and the courts competent to hear appeals from them. Notices to Valitros may be sent to info@valitros.com; we may give you notice through the Services or to the contact details on your account.

23. Marketing and Publicity

You grant Valitros a non-exclusive, royalty-free, worldwide licence to use your name, logo, trademarks, and any public-facing brand assets you provide to us solely for the purpose of identifying you as a customer of Valitros in our marketing and promotional materials. If you do not want Valitros to use your logo or name for these purposes, you may opt out at any time by contacting us in writing, and we will cease any new use going forward within a reasonable period.

24. General Provisions

If any provision of these Terms is found unenforceable, it will be read down or severed to the minimum extent necessary, and the remaining provisions will remain in full effect. Our failure to enforce any right or provision is not a waiver of it. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition or sale of assets. These Terms, together with any plan or order, constitute the entire agreement between you and Valitros regarding the Services and supersede all prior discussions.

Questions about these Terms can be sent to info@valitros.com.