New Zealand Engagement Terms

These terms apply when they are referred to in a proposal, engagement letter or other written offer issued by Seamless AML and accepted by the client. The proposal will identify the contracting Seamless AML company and the client.

The agreement is made up of the engagement letter or proposal, these terms, the Client Data and AI Schedule and any agreed scope change. If they conflict, the engagement letter or proposal takes priority, followed by an agreed scope change, the Client Data and AI Schedule, and these terms.

A purchase order or client supplier term does not change the agreement unless Seamless AML accepts that change in writing.

Seamless AML will provide the services and deliverables described in the proposal. Work outside that scope is not included. Examples may include an independent AML/CFT audit, a risk assessment, an AML/CFT programme, remediation, advisory work or agreed training.

The scope is based on the information available when the proposal is prepared. It may need to change if the number of entities, services, locations, systems, records, findings or legal issues differs materially from what was described.

Services will be performed with reasonable care and skill, using the law, rules and regulator material relevant to the agreed scope and date. Professional judgement will be applied to sampling, evidence, materiality, findings and recommendations.

An audit or evaluation provides an independent assessment within its agreed scope. It is not a guarantee that every breach, weakness, fraud or suspicious activity will be found. It does not prevent the relevant AML/CFT supervisor from reaching a different view, requesting more information or taking action.

Advice is based on the facts and law available at the time. It is not legal advice. Legal advice should be obtained where a matter turns on privilege, secrecy, enforcement, litigation or another point of law.

Any independence requirement will be checked before an independent audit begins and will be kept under review. The client must disclose previous or current work, relationships and interests that may affect independence.

Seamless AML may decline, pause or end work if independence cannot be maintained, a conflict is found, required information cannot lawfully be reviewed, or continuing would breach a professional or legal duty. The client will be told where it is lawful to do so.

The client must:

• give complete, accurate and timely information relevant to the scope
• nominate people who can give instructions and approve decisions
• provide suitable access to documents, systems and staff
• tell Seamless AML about known breaches, findings, regulator contact, deadlines and material changes
• review factual statements and draft deliverables within the agreed time
• keep its own statutory records and backups
• protect shared-folder access and remove users who no longer need it
• decide whether and how recommendations will be adopted
• remain responsible for its AML/CFT obligations, governance, compliance officer and dealings with the relevant AML/CFT supervisor

Seamless AML may rely on information supplied by or for the client unless a reason to question it is found. Time and fees may be affected if information is late, incomplete, inaccurate or materially different from what was described.

Each party must protect the other party's confidential information and use it only for the agreement, legal duties, professional advice, insurance or dispute management. Disclosure may be made to authorised personnel, service providers and professional advisers who are bound by suitable duties.

The client confirms it has lawful authority to supply personal information and confidential material for the engagement. It must give any notice required to customers, beneficial owners, staff and other people, or explain the exception relied on.

Personal information will be handled under the Privacy Statement and the Client Data and AI Schedule. If those documents set a stricter data rule than these terms, the stricter rule applies.

The client must not provide a full SAR register, an SAR or information that discloses or is reasonably likely to disclose the existence of an SAR. Section 46 of the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 restricts that disclosure and does not list an external auditor as a permitted recipient.

Reporting controls may instead be tested through policies, process evidence, blank templates, training, access controls and a compliance officer attestation. SAR information must never be entered into AI.

The Client Data and AI Schedule forms part of the agreement. It governs secure transfer, access, minimum data, restricted information, provider checks, AI assistance, human review, retention and deletion.

A client may request no AI before work begins. The scope, method, timing or fee may then be changed. AI output will not be used as the sole basis for a finding, rating or professional conclusion.

Fees and any approved expenses are stated in the proposal and are exclusive of GST unless stated otherwise. A 50% deposit is payable on acceptance. The balance is payable when the final report or agreed final deliverable is issued.

Unless the proposal states another period, an invoice is due within seven days. Work may be delayed until the deposit and requested information have been received. An overdue amount may lead to work being paused after notice has been given.

No unapproved expense will be charged. Bank charges, taxes or withholding imposed on the client's payment remain the client's responsibility, except for tax on Seamless AML's net income.

A change to scope, assumptions, timing, information volume or deliverables must be agreed before material additional work is completed. The change may be recorded by email and may include a revised fee or date.

If urgent work is requested, reasonable steps will be taken to confirm the added work and fee before it is performed. Seamless AML is not required to complete added work without agreement.

Dates are estimates unless the proposal states that a date is fixed. They depend on timely access to complete information, client staff and feedback. A missed client deadline extends the delivery date by a reasonable period.

Neither party is liable for delay caused by an event outside its reasonable control. The affected party must tell the other and take reasonable steps to reduce the delay.

A draft is supplied to check facts, obtain comments and complete quality review. It must not be treated as final, supplied to a regulator as a final report or relied on by another person unless written permission is given.

A deliverable is final only when it is marked or issued as final. The client must tell Seamless AML without delay if a factual error or missing fact is found. A final deliverable may be corrected where needed to address an error or new material fact.

After full payment, the client owns the final bespoke deliverables prepared solely for it, excluding Seamless AML background materials. Background materials include existing methods, checklists, testing approaches, know-how, software, templates and general content. Seamless AML keeps ownership of those materials and grants the client a continuing, non-exclusive licence to use them as part of the final deliverable for its internal compliance purposes.

Seamless AML may use general skills, experience and de-identified learning gained from the work, provided the client and individuals cannot reasonably be identified and confidential information is not disclosed.

The client may give a final deliverable to its regulator, lawyers and insurer. It may give it to a group company only with written approval from Seamless AML. These recipients receive it for the client's purposes and may not rely on it as if they were the client unless Seamless AML agrees in writing.

No other person may rely on a deliverable. It must be read as a whole, with its scope, date, assumptions and limitations. It must not be altered or quoted in a misleading way. A third-party reliance request may be accepted under separate terms and for an added fee.

To the maximum extent permitted by law, Seamless AML's total aggregate liability arising from the engagement is limited to twice the fees paid or payable for the services giving rise to the claim. The cap applies across all claims connected with the engagement.

To the maximum extent permitted by law, Seamless AML is not liable for indirect or consequential loss, lost profit, lost opportunity, loss caused by information not supplied, or a fine, penalty or regulator action imposed on the client. This exclusion does not apply to loss that cannot lawfully be excluded.

The cap and exclusions do not apply to fraud or wilful misconduct by Seamless AML, or to a liability that the law does not allow to be limited. The client must take reasonable steps to reduce any loss and must give notice of a claim as soon as reasonably practicable.

The services are acquired for business purposes and both parties are in trade. To the extent permitted by section 43 of the Consumer Guarantees Act 1993, the parties agree that the Consumer Guarantees Act does not apply and that it is fair and reasonable for them to be bound by that agreement. Nothing excludes a right or remedy that cannot lawfully be excluded.

The client may cancel the engagement at any time by written notice. Fees remain payable for work completed up to cancellation and for unavoidable costs already committed. Any unused part of the deposit will be refunded or credited after those amounts are deducted.

Seamless AML may suspend or end the engagement after reasonable notice if the client does not pay, does not supply needed information, materially breaches the agreement, asks for unlawful conduct, or creates an independence, confidentiality or security risk that cannot be resolved. Immediate termination may be used where delay would cause a legal or serious security risk.

On termination, each party must return or delete information as required by the Client Data and AI Schedule. Terms about payment, confidentiality, data, intellectual property, reliance, liability and disputes continue.

A concern should first be sent to Casey Marsh at casey@seamlessaml.com with the facts and outcome sought. A senior representative of each party will then discuss the matter in good faith.

If it is not resolved, either party may ask for confidential mediation with a mediator agreed by the parties. The mediation cost will be shared equally unless agreed otherwise. Urgent court relief may still be sought where needed to protect information, rights or a limitation period.

Neither party may transfer the agreement without the other's written consent, except as part of a genuine sale or restructure of substantially all of the relevant business where the successor can perform the agreement.

A failure or delay in enforcing a right is not a waiver. If a term is invalid or cannot be enforced, it will be read down or removed to the minimum extent needed and the rest will continue.

The agreement records the full agreement about its subject matter. It does not exclude liability for misleading conduct or another liability that cannot lawfully be excluded. Changes must be agreed in writing, which may include email.

Notices may be sent to the email address last used by the receiving party for the engagement. A notice is treated as received when it enters the recipient's system unless a delivery failure is received.

The agreement is governed by New Zealand law. The parties submit to the courts of New Zealand, subject to the dispute process above and any mandatory law.