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1. These Terms and Conditions cover the software and databases (herein: the Service) that Complytron Korlátolt Felelősségű Társaság (herein: the Service Provider) has developed, and form the legal agreement (herein: the Service Agreement) that must be read and accepted before access and/or use.
2. Service provider
Name: Complytron Korlátolt Felelősségű Társaság (Complytron Limited Liability Company)
Headquarters: Székács utca 29, 1122 Budapest, Hungary
Registered at: the Metropolitan Court (Fővárosi Törvényszék Cégbírósága)
Company registration number: 01-09-344497
Tax identification number: 26781174-2-43
Bank account number: 10918001-00000108-17150009
CEO/Representative: Olivér Lebhardt
Email: info@complytron.com
3. Definitions
4. When the Subscription comes into effect
a) In the case of an online Subscription, the Service Agreement between the Parties is concluded electronically only.
b) In the case of a custom order, a separate paper-based or electronic contract may be drawn up in accordance with the Terms and Conditions.
c) The Service Agreement comes into effect with registration, during which the Subscriber is obliged to provide the data necessary for his/her identification and is obliged to accept these Terms and Conditions and Privacy Policy. This Service Agreement comes to life with registration, regardless of whether the Subscriber is on a Free Trial or has paid a Subscription Fee (and is therefore on a Paid Plan).
d) The Service Agreement also comes to life when the Subscription Fee – detailed in Section 16 – has been paid by the Subscriber. The Service Provider informs the Subscriber electronically about the Service Agreement.
e) Notwithstanding the above, the Service Agreement is also mutually accepted upon any use of the Service.
f) These Terms and Conditions shall enter into force upon the first use of the Service or after registration and shall remain in force until such time as the Subscriber (or the Legal Entity that is represented by the Subscriber) cancels their Subscription or the Service Provider cancels the Subscriber’s subscription, both in accordance with these Terms and Conditions.
g) The Service Provider reserves the right to refuse a Subscription Agreement with certain legal entities or to withdraw from a concluded Subscription Agreement.
h) The Subscriber expressly agrees that the Service Provider will perform the entire service immediately after the Service Agreement enters into force, therefore the Subscriber acknowledges that the Government Decree number 45/2014 (II. 26.) Section 20 does not apply with regard to the right of termination.
5. Service usage, general provisions
a) The Service Provider is the developer and sole owner of the proprietary rights of the software-as-service (herein: the Software) available through the web or API. The Subscriber may check the inclusion of legal entities and natural persons in the integrated sanctions lists created by the Service Provider with the help of the Software in order to prevent money laundering, and the Subscriber may also use the Software to check whether beneficial owners qualify as politically exposed persons.
b) Searching the database assists the Subscriber in complying with its obligations in relation to the Sixth Anti-Money Laundering Directive ((EU) 2018/1673), also known as AMLD6, as well as the sanction measures issued by the United Nations Security Council.
c) The Parties agree that in order to meet the requirements of the Service Agreement, the Subscriber also acknowledges and accepts the Service Provider’s Privacy Policy. Acceptance of the Privacy Policy is an integral part of these Terms and Conditions.
6. Content of the Service
a) Once the Service Agreement comes into effect, the Service Provider will provide the Subscriber with access to its integrated database(s) (herein: the Database(s)), which were developed to help fight money laundering, via the Software available through the web app called “Complytron.” This access will be granted for the duration of the Service Agreement as outlined in these Terms and Conditions.
b) The Service Provider will provide the Subscriber with direct access to the Database(s) in accordance with Section 6A via the Subscriber’s username and password. The Services can be accessed through a web user interface or API.
7. Content of the Database(s)
a) A searchable database of politically exposed persons, including politicians, political party leaders, members of government, heads of state-owned companies, judges, heads of law enforcement organizations, ambassadors, and heads of international organizations. The database is based on information found on hundreds of government websites, business registers, international organization websites, and other Internet sites. This database does not constitute an exhaustive or official list. The database is constantly evolving with the acquisition of new data sets.
b) A searchable database of the major, typically recommended international sanctions lists, including: OFAC SDN, OFAC non-SDN (US sanctions lists), EU sanctions list, UN sanctions list, HMT (UK sanctions list), DFAT (Australian sanctions list).
c) A searchable integrated databases consisting of global supervisory watchlists. This database does not constitute an exhaustive or official list.
d) A searchable database of the digital fingerprints associated with sanctioned or black listed entities. This database can be searched using a URL.
8. Services relating to accessing the Database(s)
a) Natural person name search (conducted manually via the Complytron web app; done via a batch query by uploading an Excel file onto the Complytron web user interface; or automated searches via the API)
b) Entity name search (conducted manually via the Complytron web app; done via a batch query by uploading an Excel file onto the Complytron web user interface; or automated searches via the API)
c) False-positive results management via the Complytron user interface or API
d) URL-based digital fingerprint search
e) Downloadable search results report, which helps the Subscriber meet their legal compliance reporting obligations relating to transparent documentation of the steps taken to comply with the relevant anti-money laundering regulations.
9. Obligations of the Service Provider
a) The Service Provider declares that it has the expertise required to create the Databases described above, the skills and people needed to run its business operation, any permits or permissions needed, and the technical conditions.
b) The Service Provider guarantees the Database(s) specified in Section 7 will be available for the Subscriber to access for the entire duration of the subscription.
c) During the period covering the Service Agreement, the Subscriber will have access to the Database(s) in the manner set out in Section 4.
d) The Service Provider guarantees that the customer list submitted by the Subscriber will be scanned against the Database(s) at the intervals set out by the Subscriber.
e) The Service Provider guarantees that it updates its Database(s) every day to ensure the latest changes are reflected.
f) The Service Provider is responsible for indicating an explicit sanctions list name match result.
g) The Service Provider is obliged to cooperate in any official AML investigations relating to the Subscriber. The Service Provider is obliged to provide expert support to the Subscriber and/or investigators and to immediately answer any questions pertaining to the investigation.
10. Subscription content and limitations
a) The Parties agree that the Software may only be used by a User specified by the Subscriber. Subscribers and Users may not grant usage rights to third parties (natural or legal persons). The Parties agree that usage rights are limited to the use of the API or the web user interface. Subscribers and Users are not authorized to modify, develop, distribute or make available to third parties the API or web user interface in any way. Subscribers and Users are not entitled to transfer the rights arising from this Service Agreement to third parties.
b) The Parties acknowledge that the source code of the Software remains in the exclusive possession and ownership of the Service Provider. The Subscriber is not entitled to know the source code. Further, the Subscriber is not authorized to modify, improve, crack, derive, or otherwise decrypt, reverse engineer, process, or disassemble the Software and its internal structure.
c) The Software and all patents, copyrights, design rights, trade secrets and other intellectual property rights are and remain the exclusive property of the Service Provider.
d) The Subscriber may not take any action that infringes or threatens the Service Provider’s intellectual property or other rights listed above. Subscriber actions are limited to the right of use set forth in this Service Agreement.
e) The Database – accessible through the Software – may only be accessed through the Complytron web user interface or API. The Subscriber is not entitled to access, copy or modify the Database in any other way.
f) The Subscriber agrees not to remove any confidential, trademarked, or intellectual property from the Software.
g) The Subscriber expressly acknowledges that he/she is solely responsible for the lawful use of the data forming the Database part of the Software (including, in particular, its use for business purposes). The Service Provider shall not be liable for any misuse.
h) The Parties state that the Subscriber is obliged to compensate the Service Provider for all damages (costs, expenses, lost profits etc.) caused by the intentional or a negligent violation of the restrictions specified in this Section.
i) The Service Provider undertakes to encrypt all data the Subscriber enters into the Software for verification purposes.
j) By accepting these Terms and Conditions, the Subscriber declares that he/she is aware of how the Software works and its application and suitability for the purposes intended by the Subscriber and/or User.
k) The Parties agree that it is the Subscriber’s responsibility to create the conditions (hardware, operating system etc.) necessary for the integration and operation of the Software in its own system and/or its use of the web user interface.
l) The Service Provider is entitled to temporarily or partially suspend the available services for maintenance or security reasons. The Service Provider shall inform the Subscriber as early as possible in advance about any foreseeable service gaps. The Service Provider undertakes to ensure a 99.5% level and availability per annum. The Service Provider undertakes that any maintenance must not reduce the level of availability as undertaken by it in this clause of the Service Agreement. If the per annum availability is less than the undertaken value due to the performance of the Service Provider, the Service Provider shall pay the Subscriber an amount equal to the percentage decrease in availability based on the value of the Subscriber’s one-year Subscription Fee (see Section 16). The annual availability accounts shall be settled by the Parties in the year following the period under review.
m) Complytron customer service: info@complytron.com
11. Confidentiality
a) The Parties agree to be informed of all information (herein: Confidential Information) relating to the Service Agreement, in particular, but not limited to, the organization, operations, financial information and IT systems. Regardless of the form in which the Confidential Information is presented, it shall be treated and kept confidentially.
b) The Service Provider treats the names and URLs queried by the Subscriber or User as Confidential Information and does not disclose it to any unauthorized third parties. The Service Provider shall be bound by the obligation of confidentiality for an unlimited period of time even after the termination of this Service Agreement and shall be obliged to compensate the Subscriber for any damage caused by any breach. The maximum amount of compensation may not exceed 100% of the Subscription Fee for the last Subscription Period of the Service affected by the breach. The Service Provider is not liable for any indirect, consequential or potential damages, lost profits or loss of business, or for the depreciation of the company.
c) Confidential Information may not be disclosed by any Party nor disclosed to an unauthorized third party without the prior written consent of the other Party and the Confidential Information shall be treated with the same care as in order to protect and retain its own Confidential Information. The Parties may use the Confidential Information in their possession only for the performance of the tasks specified in this Service Agreement.
d) The Parties agree that the obligation of confidentiality shall remain with the Parties indefinitely even after the termination of the Service Agreement.
e) The Parties acknowledge that the obligation of confidentiality extends to all their employees and any other team members. Failure to disclose their confidentiality obligations to all employees and any other team members, means that any breach of Confidentiality is the responsibility of the Party concerned.
f) The Service Provider undertakes to disclose any information classified as an insurance or bank secret in the course of its activities and shall keep the insurance and bank secrets in its possession without any time limit.
g) The Service Provider is obliged to comply with the provisions of GDPR.
h) The Service Provider undertakes not to disclose to third parties the data and information obtained during the performance of its activities under this Service Agreement, including the data forming a trade secret and the insurance secret mentioned above. The Service Provider will only act within the scope of its activities regulated by the Service Agreement and does not use any of the information for any other purposes.
i) The Parties shall be fully liable for damages resulting from any breach of their obligations of confidentiality and shall be liable for such damages.
12. Termination of or amendments to the Service Agreement
a) The Parties may only amend the paper-based Service Agreement after mutual agreement has been obtained in writing.
b) The Parties have the right to terminate the paper-based Service Agreement at any time by mutual consent in writing.
c) The Parties are entitled to terminate the paper-based Service Agreement unilaterally by giving 30 (thirty) days’ notice.
d) Either Party shall have the right to terminate the paper-based Service Agreement with immediate effect if a material breach occurs and the defaulting Party fails to remedy the breach within a maximum of 15 (fifteen) days, or if bankruptcy or liquidation proceedings are instituted against either Party, or if the other Party decides to terminate the successor without liquidation. Violation of the provisions of this Service Agreement regarding the conditions and restrictions or if the Subscriber is more than 30 days late in paying their Subscription Fee are both considered serious breaches of the contract by the Subscriber.
e) It is considered a serious breach of contract on the part of the Service Provider, if it violates or fails to comply with the data protection and confidentiality clauses (especially, but not exclusively, the provisions of the Privacy Policy), and if it does not ensure 99.5% service availability per annum.
f) The Subscriber may terminate the Service Agreement in accordance with these Terms and Conditions at any time. After termination, the Subscriber’s subscription remains active until the next Billing Date.
g) The Subscription Agreement is terminated if either Party terminates without a legal successor and the performance of the Service becomes impossible.
13. Unilateral amendments to the Service Agreement
a) The Service Provider may unilaterally amend the Service Agreement, which is based these Terms and Conditions, and concluded electronically through Subscriber registration and/or Subscription Fee payment if a) it is justified because of a change in legislation or a court or authority’s decision, or b) if it is justified by a change in Service conditions.
b) The Service Provider shall notify the Subscriber of any modification to the Service Agreement with a notice placed on the Website at least 30 (thirty) days prior to the change coming into effect. The announcement must contain an exact reference to the amended provisions, the date the change will come into effect, a link to the amended Subscription Agreement, and information on the rights of the Subscriber in relation to the change. The notice is deemed delivered on the 5th (fifth) working day after its publication.
c) If the modification does not impair the rights of the Subscriber or make its obligations more burdensome (e.g. the modification relates to the expansion of the Service and the Subscription Fee remains unchanged or is reduced), the Service Provider is not obliged to comply with the 30 (thirty)-day notice period.
d) If the amendment impairs the rights of the Subscriber or makes its obligations more burdensome and the Subscriber does not wish to accept the amendment, he/she is entitled to terminate the Subscription Agreement within 15 (fifteen) days from the delivery of the announcement without any legal consequences.
14. Liability and compensation
a) The Service Provider shall not be liable for any damages incurred by the Subscriber as a result of any temporary suspensions as specified in clause 10L or outages that do not reach the undertaken availability threshold, therefore the Subscription Fee may not be reduced for this reason.
b) The Service Provider does not examine the purpose for which the Subscriber uses the Software or the accuracy of the data submitted by the Subscriber.
c) The Service Provider compiles the Software (and the Database(s)) from data obtained from publicly available, official or other sources (hereafter collectively: the Source). The Service Provider fully excludes all liability for the accuracy, completeness and authenticity of the data given that the Service Provider has no control over the Source data. The Service Provider is only responsible for the fact that the data is completely identical to the data published by the Source. The Service Provider excludes its liability for any errors or damages resulting from inaccurate or false data.
d) The Service Provider is not responsible for incorrect search results that occur during the use of the Software. The Parties agree that if the Subscriber becomes aware of an incorrect search result, he/she shall immediately notify the Service Provider.
e) Consequently, the Subscriber expressly acknowledges, in particular with regard to the provisions of Section 5-7 that upon receipt of the results received during the use of the Software, all further actions, such as reporting suspicions of money laundering or terrorist financing, etc. is the purview and responsibility of the Subscriber.
f) The Subscriber is fully responsible for the activity initiated with the username and password associated with his/her subscription account. The Service Provider is not liable for any damages resulting from the storage of the password or the transfer of the username and password to third parties. If the Subscriber becomes aware of any unauthorized use of the Software, he/she must inform the Service Provider in writing within 24 hours and take all necessary measures to prevent and terminate the unauthorized use.
g) The Service Provider is not liable for damages associated with the abuse of usage rights provided to Users or third parties by the Subscriber.
h) With regard to any damages incurred by the Subscriber for which he/she is liable, the Service Provider limits the maximum compensation to the net monthly Subscription Fee payable under the Service Agreement or the total amount of the fee for one calendar month.
i) In the case of Free Trial use of the Service, the Service Provider is not liable for any breach of contract.
15. Outsourcing
a) The Parties agree that the Service Provider is not liable in connection with the determination of whether any industry-related legislation (and its requirements) is applicable to the User in connection with this Service Agreement, in particular any obligations related to outsourcing.
b) The Subscriber acknowledges that the provisions of this Section are not intended to replace any outsourcing contract that may be entered into by the Subscriber. It is the Subscriber’s responsibility to draw up such a contract, if required by applicable law.
c) The Service Provider undertakes to cooperate in good faith with the Subscriber and its supervisory authority during the establishment and fulfillment of all outsourcing agreements or other legal declarations required by the industry-based legislation applicable to the Subscriber upon the conclusion of this Service Agreement.
d) The Service Provider undertakes that if the industry-based legislation applicable to the Subscriber requires a mandatory audit or inspection in relation to this Service Agreement, the Service Provider shall cooperate in good faith with the Subscriber and any third parties entrusted by it, and the Subscriber’s supervisory authority.
16. Payment terms
a) The Parties agree that the Subscriber shall pay a fee for the use of the Software and access to the Database(s) in accordance with the rates available at Coplytron.com/pricing. The fee consists of a flat fee payable monthly and the fee for any queries above this flat fee (hereafter collectively referred to as the “Subscription Fee”). The Subscription Fee is based on the query number (the query number refers to the number of names searched per month and contains a query limit according to the subscription package chosen by the Subscriber). Queries submitted above the limit specified for the subscription package will be counted based on the ad hoc fee set out here:
b) The Parties agree that the Subscription Fee shall consist of a number of elements, including a flat fee for the subscription package chosen, and a fee per query made in excess of the subscription limit of the chosen subscription package.
c) Within 8 (eight) days of the monthly Billing Date, the Subscriber is obliged to pay the Subscription Fee by transfer to the Service Provider’s bank account or by approving a regular payment order via the Stripe payment system available on the Complytron web user interface.
d) The Service Provider is obliged to issue an invoice to the Subscriber for the amount of the Subscription Fee within 2 (two) days of payment.
e) The Parties agree that the Subscription Fee shall be deemed to have been paid on the day of crediting the Service Provider’s bank account. In the event of late payment, the User shall comply with Act V of 2013 of the Civil Code (hereinafter: the Civil Code) 6: 155. § (1) of the Act.
f) The Service Provider reserves the right to make any changes to the Software or the services available in it with respect to the development of the Service.
g) If the conditions specified in advance by the Service Provider and undertaken by the Subscriber are met, the Service Provider may provide a discount to the Subscriber.
17. Final provisions
a) Should any provision of these Terms and Conditions be invalid, or if this Service Agreement contains a regulatory omission, the validity of the other provisions shall not be affected. In the event of a dispute over interpretation, the provision in question must be interpreted or supplemented in such a way that it can be applied in accordance with the otherwise intended economic purpose. In the event of a lack of regulation in the text of these Terms and Conditions, or in the event of such a lack of regulation at a later date, the Parties shall replace it with such a regulation as would otherwise have been required at the time of the conclusion of the Service Agreement. An invalid provision shall be replaced by a provision that best meets the goal and legal requirements of the Parties at the time of the conclusion of the Service Agreement.
b) The Parties declare that their ability to enter into a contract in connection with a legal transaction entered into after acceptance of the Terms and Conditions during registration is not limited or impeded. The approval of a third party or other body is not required for the contractual relationship to take effect.
c) In matters not regulated under the Terms and Conditions, the provisions of the Civil Code, Copyright Law and other applicable Hungarian legislation shall apply.
d) The subscriber has read, understood and accepted these Terms and Conditions.
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