Legal

Terms and Conditions

Seniors Alarm Pty Ltd (trading as "Assemble Compliance")

AML/CTF Compliance Program Services

Effective Date: 17 March 2026

Version: 2.0 (Reviewed)

Legal Review Notes

Date of Review: 17 March 2026

Nature of Review: Internal bootstrap legal review conducted prior to engagement of external legal counsel. This review has been conducted with reference to the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)), the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth), the Privacy Act 1988 (Cth), the Electronic Transactions Act 2000 (Vic), and general Australian commercial law principles.

Key Risk Areas Identified:

1. No Professional Indemnity Insurance — Disclosed prominently in Section 13. Clients must explicitly acknowledge this risk. This is the single largest risk exposure for the business at launch.

2. AML/CTF Regulatory Disclaimer — Section 10 is the most critical section. Any ambiguity about whether Assemble provides "compliance advice" versus "compliance programs" could expose the business to regulatory liability.

3. Unfair Contract Terms (ACL) — Several clauses in the original draft risked being classified as unfair contract terms under Division 2, Part 2-3 of the ACL. These have been revised (unilateral amendment, broad non-refund, excessive termination fees, mandatory arbitration).

4. Liability Cap — Set at fees paid for the specific service. Reasonable for a bootstrap operation but should be reviewed when PI insurance is obtained.

Changes Made in This Review:

- Payment terms standardised to 50% upfront / 50% on completion across all tiers

- Unilateral amendment clause replaced with fair notice + right to terminate

- Late payment interest reduced from 10% to 2% above RBA cash rate (to avoid penalty argument)

- Non-refundable fees clause qualified with cooling-off and ACL carve-outs

- Termination fee reduced from 20% to 10% and reframed as genuine pre-estimate of loss

- Mandatory arbitration replaced with optional mediation then court proceedings

- PI insurance disclosure strengthened with explicit risk acknowledgement

- Moral rights waiver removed (unnecessary and potentially unfair)

- Broadened mutual obligations for fairer balance of rights

- Pricing details moved to SOW references only (avoid needing T&C updates for price changes)

- Added Electronic Transactions Act compliance clause

- Claims limitation period extended from 12 to 24 months

Recommendations for Future (When Revenue Allows):

1. Engage a practising Australian commercial lawyer to conduct a full review (budget $3,000–$5,000)

2. Obtain Professional Indemnity Insurance immediately after 10–15 clients (budget $2,000–$5,000/yr)

3. Register appropriate trade marks for "Assemble Compliance" and "AUSTRAC-Ready in 48 Hours"

4. Consider separate T&C for SaaS subscription products when Phase 2 launches

5. Implement a formal client onboarding acknowledgement form (separate to these Terms)

6. Have a privacy lawyer review the Privacy Policy before publication

⚠️ DISCLAIMER: This review is an interim measure conducted without the benefit of external legal counsel. It is not a substitute for advice from a qualified Australian legal practitioner. Assemble Compliance should engage a practising lawyer to review these Terms before the business scales beyond 15–20 clients or before any regulatory inquiry.

Part 1: General Terms

1. Acceptance of Terms

1.1 These Terms and Conditions ("Terms") govern the provision of AML/CTF compliance program services by Seniors Alarm Pty Ltd (ABN: 639 363 885) (trading as "Assemble Compliance") ("we", "us", "our", "Assemble Compliance") to the client identified in the applicable Service Order ("you", "your", "the Client").

1.2 By signing a Service Order or Proposal referencing these Terms, or by making payment for our Services, you agree to be bound by these Terms.

1.3 These Terms, together with the applicable Service Order, constitute the entire agreement between you and Assemble Compliance regarding the Services described in that Service Order.

1.4 If there is any conflict between these Terms and a Service Order, the Service Order prevails to the extent of the inconsistency.

1.5 If you do not agree to these Terms, do not sign any Service Order or use our Services.

2. Amendments to Terms

2.1 We may amend these Terms from time to time by giving you at least 30 days' written notice of the proposed changes.

2.2 Amendments will apply to new Service Orders entered into after the amendment takes effect. Amendments do not apply retrospectively to Services already being performed under an existing Service Order unless you agree in writing.

2.3 If you do not agree with a proposed amendment, you may terminate any affected Service Order by giving written notice before the amendment takes effect, without incurring any termination fee. You remain liable for fees for work completed prior to termination.

3. Description of Services

3.1 Assemble Compliance provides AML/CTF compliance programs, documentation, training materials, and related support services to Australian professionals and businesses subject to the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) ("AML/CTF Act").

3.2 Our services may include (as specified in the applicable Service Order):

(a) AML/CTF program development and documentation
(b) Money laundering and terrorism financing risk assessments
(c) Independent reviews of existing compliance programs
(d) Compliance training materials and training sessions
(e) Ongoing compliance support
(f) AUSTRAC reporting templates and guidance materials
(g) Tranche 2 readiness assessments and implementation support
(h) Customer due diligence (CDD) tool setup and integration

3.3 The specific services, deliverables, timelines, and fees applicable to your engagement will be set out in your Service Order.

3.4 Additional services beyond the scope of a Service Order may be provided by written agreement and will be subject to additional fees as agreed between the parties.

3.5 All services are provided in a professional manner with due care and skill.

4. Client Eligibility

4.1 Our Services are designed for Australian professionals and businesses that provide (or will provide) "designated services" under the AML/CTF Act, including but not limited to:

(a) Legal practitioners
(b) Registered tax agents and BAS agents
(c) Real estate agents
(d) Property developers
(e) Conveyancers
(f) Dealers in precious stones and metals
(g) Trust and company service providers
(h) Other professionals designated under the AML/CTF Act as amended

4.2 You warrant that you are authorised to enter into these Terms on behalf of the Client and that the Client operates (or intends to operate) in a capacity that triggers obligations under the AML/CTF Act.

4.3 If you are entering these Terms as an individual, you warrant that you are at least 18 years of age and have full legal capacity.

5. Service Orders

5.1 Specific services, deliverables, timelines, and fees will be detailed in a Service Order issued by Assemble Compliance and accepted by you.

5.2 Each Service Order will reference these Terms and will be governed by them.

5.3 No work will commence until a signed Service Order has been received by Assemble Compliance and the initial payment has been received in accordance with Section 6.

5.4 Changes to the scope of services in a Service Order must be agreed in writing by both parties. Scope changes may result in adjustment of fees and timelines, which will be communicated to you in writing before the changes take effect.

6. Fees and Payment Terms

6.1 All fees are quoted in Australian Dollars (AUD) and are exclusive of Goods and Services Tax (GST) unless expressly stated otherwise.

6.2 GST will be added to all fees at the prevailing rate where applicable. We will provide a valid tax invoice for all payments.

6.3 Payment terms are as follows:

(a) 50% of the total Service Order fee is due on acceptance of the Service Order ("Initial Payment"). Work will not commence until the Initial Payment is received.
(b) 50% of the total Service Order fee is due on completion — that is, when the AML/CTF compliance program and all deliverables specified in the Service Order are ready for delivery to you ("Completion Payment").
(c) Ongoing support or advisory services (if applicable): billed monthly in advance as specified in the Service Order.

6.4 Invoices are payable within 14 days of the invoice date unless otherwise specified in the Service Order.

6.5 Late payments will incur interest at the rate of 2% per annum above the Reserve Bank of Australia's official cash rate at the time of default, calculated daily from the due date until payment is received in full.

6.6 We may suspend Services if any invoice remains unpaid more than 21 days after the due date. We will give you at least 7 days' written notice before suspending Services for non-payment.

6.7 Refunds and Cancellations:

(a) If you cancel a Service Order within 7 days of signing and before any work has commenced, you are entitled to a full refund of the Initial Payment.
(b) If you cancel after work has commenced but before completion, the Initial Payment (50%) is non-refundable. You will not be liable for the Completion Payment.
(c) If you abandon or become unresponsive to a project for more than 30 days despite reasonable attempts by us to contact you, we may treat the Service Order as cancelled by you. In this case, the Initial Payment is non-refundable and we may invoice for additional work completed beyond the scope of the Initial Payment at our then-current hourly rate (as published on our website or notified to you in the Service Order).
(d) Nothing in this clause excludes or limits your rights to a refund or remedy under the Australian Consumer Law.

6.8 You are responsible for any bank charges, transfer fees, or currency conversion costs associated with your payment.

7. Service Delivery

7.1 We will provide Services with reasonable skill and care, in accordance with good industry practice for AML/CTF compliance consulting in Australia.

7.2 Response times for support requests will be specified in your Service Order.

7.3 We do not guarantee specific regulatory outcomes from our Services, including but not limited to:

(a) AUSTRAC approval or acceptance of any program
(b) Immunity from regulatory enforcement action
(c) Successful completion of any audit or examination
(d) That any compliance program will remain current following legislative change

7.4 Timelines provided in Service Orders are good-faith estimates and are subject to:

(a) Timely provision of information and feedback by you
(b) Changes in scope or requirements
(c) Force Majeure Events (see Section 21)

7.5 We will notify you promptly of any anticipated material delays and will use reasonable efforts to minimise impact on delivery timelines.

8. Client Obligations

8.1 You agree to:

(a) Provide accurate, complete, and timely information as reasonably requested
(b) Designate a primary contact person authorised to make decisions on your behalf
(c) Provide timely access to relevant personnel, documents, and systems
(d) Review and provide feedback on deliverables within timeframes specified in the Service Order (or within 14 days if not specified)
(e) Notify us of any material changes to your business operations or risk profile that may affect the Services
(f) Comply with all applicable laws and regulations

8.2 You acknowledge that the quality and effectiveness of our Services depends on your provision of accurate and complete information and your timely cooperation.

8.3 We are not liable for any delays, deficiencies, or compliance failures resulting from your failure to fulfil the obligations in this clause.

8.4 You warrant that all information provided to us is accurate and complete to the best of your knowledge and that you have the right to share such information with us for the purposes of providing Services.

Part 2: Regulatory Compliance

9. AML/CTF Regulatory Context

9.1 You acknowledge that the AML/CTF Act imposes obligations on "reporting entities" that provide "designated services". These obligations may include (without limitation):

(a) Enrolling with AUSTRAC
(b) Developing and maintaining an AML/CTF program (Part A and Part B)
(c) Conducting customer identification and verification
(d) Conducting ongoing customer due diligence
(e) Reporting suspicious matters, threshold transactions, and international funds transfer instructions
(f) Maintaining records for at least 7 years
(g) Arranging independent reviews of the AML/CTF program

9.2 Our Services are intended to support your compliance efforts. They do not transfer, reduce, or diminish your obligations as a reporting entity.

10. Regulatory Compliance Disclaimer

⚠️ CRITICAL NOTICE — READ THIS SECTION CAREFULLY BEFORE ENGAGING OUR SERVICES

10.1 We Provide Programs, Not Compliance Advice. Assemble Compliance provides compliance programs, templates, documentation, training materials, and support services. We do not provide legal advice, financial advice, or compliance advice that creates a lawyer-client, adviser-client, or fiduciary relationship. Our Services are not a substitute for independent legal or compliance advice from a qualified practitioner.

10.2 You Are the Reporting Entity. You acknowledge and accept that:

(a) You are (or will be) the "reporting entity" under the AML/CTF Act 2006 (Cth);
(b) You bear ultimate and sole responsibility for all compliance obligations under the AML/CTF Act and the AML/CTF Rules;
(c) Engaging Assemble Compliance does not delegate, transfer, or diminish your obligations in any way; and
(d) You are responsible for the implementation, operation, and ongoing maintenance of any compliance program we develop for you.

10.3 No Guarantee of Regulatory Approval or Immunity. We expressly disclaim any guarantee that:

(a) Your AML/CTF program will be approved, accepted, or endorsed by AUSTRAC or any other regulator;
(b) You will avoid regulatory enforcement action, investigation, or audit;
(c) You will be immune from penalties, infringement notices, civil penalties, or criminal prosecution; or
(d) Our Services will ensure compliance in all circumstances or across all of your business operations.

10.4 Your Information, Your Responsibility. Our programs are developed based on information you provide through our intake process and during the engagement. We do not independently verify the accuracy or completeness of your information. We are not liable for any compliance deficiency, regulatory action, or loss resulting from information that is inaccurate, incomplete, or misleading.

10.5 Programs Require Implementation. Our deliverables are compliance programs and documentation — they are not self-implementing. You are solely responsible for:

(a) Implementing the AML/CTF program within your organisation;
(b) Training your staff on compliance procedures;
(c) Conducting customer due diligence in accordance with your program;
(d) Making and submitting reports to AUSTRAC;
(e) Maintaining compliance on an ongoing basis; and
(f) Updating your program as your business or the regulatory environment changes.

10.6 Seek Independent Advice. We strongly recommend that you obtain independent legal advice from a qualified Australian legal practitioner regarding your specific obligations under the AML/CTF Act, particularly if your business involves complex structures, cross-border activities, or high-risk clients.

10.7 Acknowledgement. By engaging our Services, you acknowledge that you have read, understood, and accepted each of the matters set out in this Section 10.

11. No Guarantee of Regulatory Approval

11.1 We do not guarantee that AUSTRAC or any other regulator will approve, accept, or endorse any program, document, or process developed as part of our Services.

11.2 Regulatory outcomes depend on factors beyond our control, including:

(a) The specific circumstances of your business;
(b) The accuracy of information you provide;
(c) How you implement and operate your compliance program;
(d) Regulatory interpretation and enforcement priorities; and
(e) Changes in law or regulatory guidance.

11.3 If AUSTRAC requires modifications to your AML/CTF program following review or audit, such modifications are your responsibility. We will provide reasonable support to address regulatory feedback on programs we developed, but additional work beyond the original Service Order scope will be charged at our then-current rates as agreed between the parties.

12. Legislative Change Risk

12.1 The AML/CTF regulatory framework in Australia is subject to change, including the ongoing implementation of Tranche 2 reforms.

12.2 We do not guarantee that programs or materials provided will remain current or compliant following legislative or regulatory changes that occur after delivery.

12.3 We will use reasonable efforts to inform you of material regulatory changes that come to our attention, but you are ultimately responsible for monitoring regulatory developments and updating your AML/CTF program accordingly.

12.4 Updates to programs necessitated by legislative changes may be provided as additional services subject to separate fees as agreed between the parties.

13. Professional Indemnity Insurance

⚠️ IMPORTANT DISCLOSURE — READ CAREFULLY

13.1 Current Insurance Status: As at the date of these Terms, Assemble Compliance does not hold professional indemnity (PI) insurance.

13.2 What This Means for You: In the event that you suffer loss or damage arising from our Services and you have a valid claim against us:

(a) There is no insurance policy from which any claim could be satisfied;
(b) Your recovery is limited to a direct claim against Assemble Compliance and its available assets; and
(c) Our liability is capped at the amount you paid for the specific service giving rise to the claim (see Section 19).

13.3 Our Commitment: We intend to obtain professional indemnity insurance once the business has serviced 10–15 clients and can commercially justify the premium (estimated $2,000–$5,000 per annum). We will notify existing clients in writing when PI insurance is obtained and provide a certificate of currency upon written request.

13.4 Your Acknowledgement and Acceptance of Risk. By accepting these Terms, you expressly acknowledge and accept that:

(a) You have been clearly informed that Assemble Compliance does not currently hold PI insurance;
(b) You understand the implications of this, including that there may be no insurance coverage available to satisfy any claim you may have against us;
(c) You have had the opportunity to seek independent legal and financial advice regarding this risk before engaging our Services;
(d) You accept this risk voluntarily and with full knowledge of the consequences; and
(e) You will not bring any claim against us based on a failure to hold PI insurance, where that claim relates to matters disclosed in this Section 13.

13.5 Fee Adjustment. If you are not comfortable proceeding without PI insurance coverage, we offer:

(a) A 15% reduction in fees to reflect the increased risk you are accepting; or
(b) A full refund of any fees paid if you elect not to proceed before Services commence.

13.6 Your Own Insurance. You are responsible for maintaining your own appropriate insurance coverage, including professional indemnity insurance suitable for your business activities. Our Services do not replace or constitute insurance coverage.

Part 3: Intellectual Property & Confidentiality

14. Intellectual Property Ownership

14.1 Our Pre-Existing IP: Assemble Compliance retains all intellectual property rights in:

(a) Templates, frameworks, and methodologies used in providing Services;
(b) Pre-existing materials, tools, and systems;
(c) Generic content not specific to your business; and
(d) Proprietary processes and techniques.

14.2 Deliverables: Subject to payment of all fees, we grant you the rights set out in Section 15 (Licence Grants) to use deliverables created for your engagement.

14.3 Your Materials: You retain all intellectual property rights in materials, information, and intellectual property you provide to us or that existed prior to our engagement.

14.4 Feedback: Any feedback or suggestions you provide regarding our Services may be used by us to improve our services. This does not transfer any intellectual property rights in your feedback to us.

15. Licence Grants

15.1 Licence to Deliverables: Subject to full payment of all fees, we grant you a non-exclusive, non-transferable, perpetual licence to use deliverables created for your engagement for your internal compliance purposes.

15.2 You may:

(a) Customise deliverables to your specific business needs;
(b) Provide deliverables to your professional advisers and auditors for the purpose of obtaining advice or conducting reviews; and
(c) Provide deliverables to AUSTRAC or other regulators as required by law.

15.3 You must not:

(a) Sell, resell, licence, or distribute deliverables to third parties for their use;
(b) Use deliverables for the benefit of any unrelated third party; or
(c) Remove any proprietary notices from deliverables.

15.4 Survival: This licence survives termination of these Terms or any Service Order, provided all fees owing at the time of termination have been paid.

16. Confidentiality Obligations

16.1 Definition: "Confidential Information" means any non-public information disclosed by one party to the other in connection with these Terms that:

(a) Is marked or identified as confidential; or
(b) By its nature, would reasonably be understood to be confidential.

16.2 Mutual Obligations: Each party agrees to:

(a) Keep the other party's Confidential Information strictly confidential;
(b) Use Confidential Information only for the purposes of the engagement;
(c) Not disclose Confidential Information to third parties without prior written consent; and
(d) Protect Confidential Information with at least reasonable care.

16.3 Exceptions: Confidential Information does not include information that:

(a) Is or becomes publicly available through no fault of the receiving party;
(b) Was known to the receiving party before disclosure;
(c) Is independently developed without use of Confidential Information; or
(d) Is required to be disclosed by law, regulation, or a court or regulatory body of competent jurisdiction (provided the disclosing party gives reasonable prior notice where legally permitted).

16.4 Return of Information: Upon termination, each party must return or destroy the other's Confidential Information upon request, except to the extent retention is required for legal, regulatory, or compliance purposes.

16.5 Survival: Confidentiality obligations survive termination of these Terms for a period of 3 years.

17. Data Protection and Privacy

17.1 Both parties agree to comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles in handling personal information in connection with these Terms.

17.2 We will collect, use, and disclose personal information only:

(a) For the purposes of providing Services;
(b) As required or authorised by law; or
(c) With your consent.

17.3 We will implement reasonable technical and organisational measures to protect personal information from unauthorised access, disclosure, or loss.

17.4 We will notify you without undue delay if we become aware of an eligible data breach affecting your personal information, as required under the Notifiable Data Breaches scheme (Part IIIC of the Privacy Act 1988).

17.5 You warrant that you have obtained all necessary consents and authorisations to share personal information with us for the purposes of the Services.

17.6 Our Privacy Policy, available at https://assemblecompliance.com.au/privacy-policy/, provides further detail on our handling of personal information and forms part of these Terms.

Part 4: Risk & Liability

18. Limitation of Liability

⚠️ IMPORTANT — READ CAREFULLY

18.1 Exclusion of Consequential Loss: To the maximum extent permitted by law, neither party is liable to the other for any indirect, incidental, special, or consequential loss or damage, including:

(a) Loss of profits, revenue, or business opportunity;
(b) Loss of data or corruption of data;
(c) Loss of reputation or goodwill; or
(d) Business interruption,

however arising, whether in contract, tort (including negligence), statute, or otherwise.

18.2 Liability Cap: Subject to clause 18.3, our total aggregate liability to you for all claims arising out of or in connection with a Service Order, whether in contract, tort (including negligence), or otherwise, is limited to the total amount paid by you under the specific Service Order giving rise to the claim.

18.3 Non-Excludable Rights and Guarantees: Nothing in these Terms excludes, restricts, or modifies:

(a) Any guarantee, right, or remedy conferred on you by the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any other applicable law that cannot be excluded, restricted, or modified by agreement;
(b) Liability for death or personal injury caused by negligence;
(c) Liability for fraud or fraudulent misrepresentation; or
(d) Liability for wilful misconduct.

18.4 Australian Consumer Law Remedies: Where the Australian Consumer Law applies to our Services and we are unable to exclude our liability, our liability for breach of a non-excludable consumer guarantee is limited (where permitted) to:

(a) Re-supplying the services; or
(b) Paying the cost of having the services re-supplied.

18.5 Time Limit for Claims: Any claim arising from or in connection with these Terms or a Service Order must be brought within 24 months of the date you became aware (or ought reasonably to have become aware) of the circumstances giving rise to the claim. This clause does not apply to the extent it is inconsistent with any applicable limitation period that cannot be shortened by agreement.

18.6 Mitigation: Each party must take reasonable steps to mitigate any loss or damage it suffers in connection with these Terms.

19. Indemnification

19.1 Your Indemnity: You agree to indemnify and hold harmless Assemble Compliance from and against all claims, losses, damages, and reasonable costs (including legal fees) arising directly from:

(a) Inaccurate, incomplete, or misleading information provided by you;
(b) Your breach of the AML/CTF Act or other applicable laws;
(c) Your breach of these Terms;
(d) Your failure to implement compliance recommendations in accordance with the delivered program; or
(e) Third-party claims arising from your use of deliverables other than as contemplated by these Terms.

19.2 Our Indemnity: We agree to indemnify and hold harmless you from and against all claims, losses, damages, and reasonable costs (including legal fees) arising directly from:

(a) Our wilful misconduct or gross negligence in providing Services;
(b) Our breach of confidentiality obligations under these Terms; or
(c) Claims that deliverables we created infringe a third party's intellectual property rights in Australia.

19.3 Indemnification Procedure: The party seeking indemnification must:

(a) Promptly notify the indemnifying party of any claim in writing;
(b) Allow the indemnifying party reasonable opportunity to participate in the defence;
(c) Provide reasonable cooperation in the defence; and
(d) Not settle any claim without the indemnifying party's written consent (not to be unreasonably withheld).

19.4 Cap on Indemnity: Any indemnity obligation under this Section 19 is subject to the liability cap in Section 18.2, except to the extent that Section 18.3 applies.

20. Force Majeure

20.1 Neither party is liable for any delay or failure to perform its obligations under these Terms if such delay or failure results from a Force Majeure Event.

20.2 A "Force Majeure Event" means any event beyond a party's reasonable control, including natural disasters, war, terrorism, pandemics, government action, strikes, or failure of utilities or telecommunications.

20.3 The affected party must notify the other party as soon as practicable of the Force Majeure Event and its expected duration, and must use reasonable efforts to mitigate its impact.

20.4 If a Force Majeure Event continues for more than 60 days, either party may terminate the affected Service Order by written notice without penalty, subject to payment for work completed prior to the Force Majeure Event.

Part 5: Termination & Disputes

21. Term and Termination

21.1 These Terms commence on the date you first accept them and continue until terminated in accordance with this clause.

21.2 Termination for Cause: Either party may terminate these Terms or a Service Order immediately by written notice if the other party:

(a) Materially breaches these Terms and fails to remedy the breach within 21 days of written notice specifying the breach and requiring its remedy;
(b) Becomes insolvent, enters administration, or has a liquidator or receiver appointed; or
(c) Ceases to carry on business.

21.3 Termination for Convenience: Either party may terminate a Service Order for convenience by giving 30 days' written notice, subject to:

(a) Payment for all work completed up to the effective date of termination;
(b) Payment of any non-cancellable third-party costs reasonably incurred; and
(c) Where Assemble Compliance terminates for convenience, a pro-rata refund of any fees paid in advance for Services not yet delivered.

21.4 Client Cancellation Fee: If you terminate a Service Order for convenience after work has commenced, you acknowledge that the Initial Payment (50%) is non-refundable as a genuine pre-estimate of costs incurred, including resource allocation, scheduling, and preliminary work. No additional cancellation fee applies.

21.5 Effect of Termination: Upon termination:

(a) All accrued rights and obligations survive;
(b) You must pay all outstanding fees and expenses for work completed;
(c) We will deliver any completed work product to you;
(d) Each party must return or destroy the other's Confidential Information in accordance with Section 16; and
(e) Licences granted for paid deliverables survive termination (see Section 15.4).

21.6 Survival: The following sections survive termination: Regulatory Compliance Disclaimer (Section 10), PI Insurance Disclosure (Section 13), Intellectual Property (Sections 14–15), Confidentiality (Section 16), Data Protection (Section 17), Limitation of Liability (Section 18), Indemnification (Section 19), Dispute Resolution (Section 22), and Governing Law (Section 23).

22. Dispute Resolution

22.1 Good Faith Negotiation: If a dispute arises in connection with these Terms or any Service Order, the parties must first attempt to resolve it through good faith negotiation between senior representatives within 14 days of one party giving written notice of the dispute to the other.

22.2 Mediation: If the dispute is not resolved by negotiation within 14 days, either party may refer the dispute to mediation administered by:

(a) The Resolution Institute; or
(b) Another mediation service agreed by the parties.

22.3 The mediation will be conducted in Melbourne, Victoria. Each party bears its own costs and shares the mediator's fees equally.

22.4 Court Proceedings: If the dispute is not resolved within 30 days of referral to mediation (or if either party declines to participate in mediation), either party may commence court proceedings in accordance with Section 23.

22.5 Urgent Relief: Nothing in this clause prevents either party from seeking urgent interlocutory or injunctive relief from a court of competent jurisdiction at any time.

22.6 Continued Performance: Unless these Terms or the relevant Service Order is terminated, the parties must continue performing their obligations during the dispute resolution process.

22.7 Small Claims: Nothing in this clause prevents either party from pursuing a claim in VCAT (Victorian Civil and Administrative Tribunal) or any small claims jurisdiction where the claim falls within the monetary jurisdiction of that tribunal.

23. Governing Law

23.1 These Terms are governed by and construed in accordance with the laws of the State of Victoria, Australia.

23.2 The parties submit to the non-exclusive jurisdiction of the courts of Victoria, Australia, and the Federal Court of Australia sitting in Victoria.

23.3 Each party waives any objection to the venue of proceedings in Victoria on the basis of inconvenient forum.

Part 6: General Provisions

24. Notices

24.1 Notices under these Terms must be in writing and delivered by:

(a) Email to the address specified in the Service Order; or
(b) Registered post to the address specified in the Service Order.

24.2 Notices are deemed received:

(a) If by email: when sent (if sent during business hours, being 9:00 AM to 5:00 PM AEST/AEDT on a business day) or at 9:00 AM on the next business day if sent outside business hours; and
(b) If by post: 3 business days after posting within Australia.

24.3 Either party may change its contact details by written notice to the other party.

25. Assignment

25.1 Neither party may assign or transfer its rights or obligations under these Terms without the prior written consent of the other party, such consent not to be unreasonably withheld.

25.2 Despite clause 25.1, either party may assign its rights and obligations to a related body corporate (as defined in the Corporations Act 2001 (Cth)) or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee agrees in writing to be bound by these Terms. The assigning party must give the other party written notice of any such assignment within 14 days.

26. Subcontracting

26.1 We may engage subcontractors to assist in providing Services. We will inform you if a material portion of the Services will be performed by a subcontractor.

26.2 We remain responsible for the performance of any subcontractor engaged by us.

26.3 Subcontractors will be bound by confidentiality and data protection obligations no less restrictive than those in these Terms.

27. Relationship of Parties

27.1 The parties are independent contractors. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship.

27.2 Neither party has authority to make commitments or enter into contracts on behalf of the other.

28. Severability

28.1 If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions continue in full force and effect.

28.2 The invalid provision will, where possible, be read down or severed to the minimum extent necessary to render it valid and enforceable.

29. Waiver

29.1 A failure or delay by either party in exercising any right under these Terms does not constitute a waiver of that right.

29.2 A waiver of any breach must be in writing and signed by the waiving party. A waiver of one breach is not a waiver of any other or subsequent breach.

30. Electronic Transactions

30.1 The parties agree that these Terms and any Service Order may be formed, signed, and communicated by electronic means in accordance with the Electronic Transactions Act 2000 (Vic) and the Electronic Transactions Act 1999 (Cth).

30.2 Electronic signatures, including digital signatures, scanned signatures, and typed name confirmations in email, are valid and binding.

31. Entire Agreement

31.1 These Terms, together with any Service Order and our Privacy Policy, constitute the entire agreement between the parties regarding the subject matter.

31.2 All prior negotiations, representations, and agreements (whether oral or written) are superseded by these Terms to the extent of any inconsistency.

Contact Information

Seniors Alarm Pty Ltd (trading as "Assemble Compliance")

ABN: 639 363 885

Email: support@assemblecompliance.com.au

Phone: 0422 145 932

Address: 11 Darlington Drive, Williams Landing, VIC 3027, Australia

These Terms and Conditions were last updated on 17 March 2026 (Version 2.0).

This document does not constitute legal advice. Assemble Compliance recommends that clients seek independent legal advice regarding their specific obligations under the AML/CTF Act and these Terms.