Terms and Conditions

1. Definitions

In these Terms:

• "Agreement" means these Terms and Conditions together with any Order Form, Subscription Plan description, and our Privacy Policy.
• "Next AML", "we", "us", or "our" means OMU Technologies Pty Limited (ABN 24 696 787 934) trading as Next AML, an Australian company.
• "Customer", "you", or "your" means the individual or entity that has registered for or is using the Platform.
• "Customer Data" means all data, records, and information submitted by or on behalf of the Customer to the Platform, including client records, identity verification documents, and compliance notes.
• "Documentation" means any user guides, help articles, or technical specifications made available by Next AML.
• "Order Form" means a written or online order specifying the Subscription Plan, fees, and other details agreed between the parties.
• "Platform" means the Next AML software-as-a-service application, APIs, and related services provided by Next AML.
• "Subscription Plan" means the tier of service (including features, user limits, and pricing) selected by the Customer.
• "Subscription Term" means the period during which the Customer is authorised to access the Platform, as specified in the Order Form or Subscription Plan.
• "User" means any individual authorised by the Customer to access the Platform under the Customer's account.

2. Access and Subscription

2.1 Grant of Access. Subject to these Terms and timely payment of all fees, Next AML grants the Customer a non-exclusive, non-transferable, limited right to access and use the Platform during the Subscription Term solely for the Customer's internal business compliance purposes.

2.2 User Accounts. The Customer is responsible for all activity occurring under its account and for ensuring that all Users comply with these Terms. The Customer must keep account credentials confidential and notify Next AML immediately of any unauthorised access.

2.3 Subscription Plans. The features and limits available to the Customer depend on the Subscription Plan selected. Next AML may update Subscription Plan inclusions from time to time, provided that changes will not materially reduce core functionality during a paid Subscription Term without reasonable notice.

2.4 Auto-Renewal. Subscriptions automatically renew for successive periods equal to the expiring Subscription Term unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term. This approach is consistent with standard SaaS industry practice (cf. Salesforce MSA, HubSpot Subscription Agreement).

2.5 Beta Features. Next AML may make certain features available on a beta or early-access basis. Beta features are provided "as is" without warranty and may be modified or discontinued at any time. The Customer's use of beta features is at its own risk.

3. Acceptable Use

3.1 The Customer must use the Platform only for lawful purposes and in accordance with all applicable laws, including the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) and any regulations made thereunder.

3.2 The Customer must not:

• use the Platform to engage in, facilitate, or conceal any unlawful activity;
• reverse engineer, decompile, disassemble, or attempt to derive source code from the Platform;
• sublicense, resell, or make the Platform available to third parties except as expressly permitted;
• use the Platform to send unsolicited communications or in any manner that could damage Next AML's reputation;
• introduce malicious code, viruses, or any material that could disrupt or damage the Platform;
• circumvent or attempt to circumvent any security, authentication, or access controls;
• use the Platform to process data in a manner that infringes any third party's rights or violates applicable privacy laws; or
• conduct systematic scraping, data harvesting, or load-testing without prior written consent from Next AML.

3.3 Next AML reserves the right to suspend or terminate access immediately if the Customer breaches this clause.

4. Fees and Payment

4.1 Fees. The Customer agrees to pay all fees specified in the applicable Order Form or Subscription Plan. All fees are quoted in Australian dollars (AUD) and are exclusive of GST unless stated otherwise. GST will be added where applicable in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

4.2 Billing. Subscription fees are billed in advance on a monthly or annual basis, as selected by the Customer. Usage-based fees (where applicable) are billed in arrears.

4.3 Late Payment. Undisputed amounts not paid within 14 days of the invoice due date may accrue interest at the rate of 2% per annum above the Reserve Bank of Australia's cash rate, calculated daily. Next AML may also suspend access after reasonable notice where payment remains outstanding.

4.4 Price Changes. Next AML may adjust subscription pricing at the end of any Subscription Term. Next AML will provide at least 30 days' written notice of any price increase before it takes effect. Continued use of the Platform after the notice period constitutes acceptance of the new pricing.

4.5 Refunds. Fees paid for the current Subscription Term are non-refundable except as required by applicable law (including the Australian Consumer Law) or as expressly set out in these Terms.

5. Intellectual Property

5.1 Next AML IP. All intellectual property rights in the Platform, Documentation, underlying technology, trade marks, and all improvements, updates, and derivative works thereof are and will remain the exclusive property of Next AML (or its licensors). Nothing in these Terms transfers any intellectual property rights to the Customer.

5.2 Customer IP. The Customer retains all intellectual property rights in the Customer Data. The Customer grants Next AML a limited, non-exclusive, royalty-free licence to process Customer Data solely to provide, maintain, and improve the Platform and to comply with Next AML's legal obligations.

5.3 Feedback. If the Customer provides Next AML with suggestions, feedback, or ideas relating to the Platform ("Feedback"), the Customer grants Next AML a perpetual, irrevocable, worldwide licence to use such Feedback without restriction or compensation. Next AML is not obligated to implement any Feedback.

5.4 Aggregate Data. Next AML may use anonymised, aggregated, and de-identified data derived from Platform usage to improve the Platform, develop new features, and publish industry insights, provided such data cannot reasonably be used to identify the Customer or any individual.

6. Your Data

6.1 Ownership. As between Next AML and the Customer, the Customer owns all Customer Data. Next AML does not claim ownership of Customer Data.

6.2 Security. Next AML will implement and maintain reasonable technical and organisational security measures to protect Customer Data against unauthorised access, loss, or disclosure. These measures include encryption at rest and in transit, access controls, and regular security reviews.

6.3 Data Location. Customer Data is stored in data centres located in Australia, operated by reputable cloud infrastructure providers. Next AML will notify the Customer if Customer Data is required to be transferred outside Australia and will ensure equivalent protections apply.

6.4 Processing. Next AML will process Customer Data only in accordance with the Customer's instructions (as set out in these Terms and the Privacy Policy) and applicable law. Next AML will notify the Customer promptly of any request from a government authority to disclose Customer Data, unless prohibited by law from doing so.

6.5 Data Export and Deletion. Upon written request, Next AML will provide the Customer with an export of Customer Data in a standard machine-readable format. Within 30 days of termination, Next AML will delete or securely destroy Customer Data, unless retention is required by applicable law. Certain anonymised or aggregated data may be retained by Next AML.

7. Confidentiality

7.1 Each party ("Receiving Party") may have access to information of the other party ("Disclosing Party") that is confidential or commercially sensitive ("Confidential Information"). Confidential Information includes Customer Data, technical information about the Platform, pricing, and business plans.

7.2 Each Receiving Party agrees to: (a) hold Confidential Information in strict confidence; (b) use it only to perform its obligations or exercise its rights under this Agreement; and (c) not disclose it to third parties without prior written consent, except to employees, contractors, and advisers who need to know and are bound by equivalent obligations.

7.3 These obligations do not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was already known to the Receiving Party; (c) is received from a third party without restriction; or (d) is required to be disclosed by law, regulation, or court order (in which case the Receiving Party will give reasonable prior notice where permitted).

8. Warranties and Disclaimer

8.1 Next AML Warranties. Next AML warrants that: (a) the Platform will perform materially in accordance with its Documentation under normal use; and (b) Next AML will use commercially reasonable efforts to maintain Platform availability, targeting 99.5% uptime in any calendar month (excluding scheduled maintenance and events beyond Next AML's reasonable control).

8.2 Customer Warranties. The Customer warrants that: (a) it has the right and authority to enter into this Agreement; (b) its use of the Platform will comply with all applicable laws; and (c) Customer Data will not infringe any third party's intellectual property rights or violate applicable privacy laws.

8.3 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM IS PROVIDED "AS IS" AND Next AML EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8.4 No Legal Advice. The Platform provides compliance workflow tools only. Nothing in the Platform or its Documentation constitutes legal, financial, or AML/CTF compliance advice. The Customer should consult a qualified specialist for advice specific to its obligations under the AML/CTF Act.

8.5 Consumer Guarantees. Nothing in these Terms limits any rights the Customer may have under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) that cannot be excluded by agreement.

9. Limitation of Liability

9.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, Next AML'S TOTAL AGGREGATE LIABILITY TO THE CUSTOMER ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, STATUTE, OR OTHERWISE) WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER TO Next AML IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

9.3 The limitations in clauses 9.1 and 9.2 do not apply to: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded by law; or (d) the Customer's obligation to pay fees.

10. Indemnification

10.1 By Customer. The Customer will defend, indemnify, and hold Next AML harmless from any claims, losses, damages, or expenses (including reasonable legal costs) arising out of: (a) the Customer's or any User's use of the Platform in violation of these Terms; (b) Customer Data infringing any third party's rights; or (c) the Customer's breach of applicable law.

10.2 By Next AML. Next AML will defend, indemnify, and hold the Customer harmless from any third-party intellectual property infringement claim alleging that the Platform (as provided by Next AML) infringes any Australian patent, copyright, or trade mark, provided the Customer: (a) notifies Next AML promptly; (b) gives Next AML sole control of the defence; and (c) provides reasonable assistance. This indemnity does not apply to claims arising from modifications made by the Customer or third parties.

11. Term and Termination

11.1 Term. This Agreement commences on the date the Customer first accesses the Platform and continues for the initial Subscription Term specified in the Order Form or Subscription Plan, and thereafter renews in accordance with clause 2.4.

11.2 Termination for Convenience. Either party may terminate this Agreement for convenience at the end of any Subscription Term by providing written notice of non-renewal in accordance with clause 2.4.

11.3 Termination for Cause. Either party may terminate this Agreement immediately on written notice if: (a) the other party materially breaches these Terms and fails to cure such breach within 14 days of written notice; or (b) the other party becomes insolvent, is wound up, or enters into administration.

11.4 Effect of Termination. On termination: (a) all licences granted under these Terms immediately cease; (b) the Customer will cease using the Platform and destroy any Next AML Confidential Information in its possession; and (c) the Customer must pay all outstanding fees. Clauses 5, 6.5, 7, 8.3, 9, 10, and 13 survive termination.

12. Changes to These Terms

Next AML may update these Terms from time to time. For material changes, Next AML will provide at least 30 days' written notice by email to the Customer's registered email address or via a prominent in-platform notification.

If the Customer does not agree to the updated Terms, it may terminate the Agreement by providing written notice before the effective date of the changes. Continued use of the Platform after the effective date constitutes acceptance of the updated Terms.

Changes required to comply with applicable law or regulations may take effect immediately upon notice.

13. Governing Law

This Agreement is governed by the laws of New South Wales, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales and the Federal Court of Australia.

Where a dispute arises, the parties agree to first attempt to resolve it in good faith through senior representative discussions before commencing formal proceedings.

14. General

Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior representations, understandings, or agreements (whether written or oral).

Severability. If any provision of this Agreement is found invalid or unenforceable, it will be severed or modified to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

Waiver. A failure or delay by either party to enforce any right under this Agreement is not a waiver of that right.

Assignment. The Customer may not assign or transfer its rights or obligations under this Agreement without Next AML's prior written consent. Next AML may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets, with notice to the Customer.

Force Majeure. Neither party is liable for delays or failures in performance resulting from events beyond its reasonable control, including natural disasters, acts of government, internet outages, or other circumstances outside a party's reasonable control, provided the affected party uses reasonable efforts to minimise the impact and notifies the other party promptly.

Notices. Notices under this Agreement must be in writing and sent by email to the addresses on record. Notices to Next AML should be sent to [email protected].

15. Contact Us

If you have any questions about these Terms, please contact us: