Terms of Use

This is the fine print – it’s important! Please take the time to read it.

Last updated: 22 September 2017

In addition to our general Terms of Use below, the following also apply when you purchase any DIY AML/CFT Templates:

  1. You:
    • may view, copy, modify or adapt a template, and make templates and derived documents available to third parties solely for the purpose of meeting your legislative requirements, and
    • must remove all proprietary notices and all references to us if you modify the templates.
  2. The templates are provided for guidance purposes only. The templates:
    • must not be used for purposes other than for guidance in creating your business’ AML/CFT regime in New Zealand; and
    • are not intended to replace the need for professional advice. In most cases, a template will need to be modified to address your specific circumstances. We recommend you seek the help of a qualified lawyer or other appropriate AML/CFT services provider if you wish to use any template.
  3. By making the templates available to you:
    • we are not providing you with legal services (or other regulated services); and
    • we are not your lawyer or consultant and you are not our client, unless separately agreed.
  4. We (and our licensors) own all proprietary and intellectual property rights in the templates.
    • You will own the modifications that you make to the templates (other than modifications that are copies or adaptations of the templates (in whole or in part)). Despite this, these terms apply to all derived documents.
    • If you provide us with ideas, comments or suggestions relating to the templates or website (together feedback): a) all intellectual property rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and b) we may use or disclose the feedback for any purpose.
  5. To the extent permitted by law, we and our licensors have no liability or responsibility to you or any other person for any loss in connection with:
    • any modification or adaptation you make to a template or derived document;
    • any template being unavailable (in whole or in part);
    • any information or content contained in a template, including any error or omission, or information or content that is out-of-date;
    • any exposure to viruses or other forms of interference which may damage your computer system or expose you to fraud when you access or use the templates or the website.
    • To avoid doubt, you are responsible for ensuring the process by which you access and use the templates and the website protects you from this; and
      any site linked from a template or the website.
    • Any link in a template or on the website to other sites does not imply any endorsement, approval or recommendation of, or responsibility for, those sites or their contents, operations, products or operators.
    • The templates are based on New Zealand practice. We make no representation or warranty that the templates are appropriate or available for use in other countries or that the content satisfies the laws of other countries. You are responsible for ensuring that your access to and use of the templates is not illegal or prohibited, and for your compliance with applicable local laws.

1.     Introduction

These Fiducia Terms of Use, together with the Privacy Policy, comprise a legally binding agreement between you and us (the “Agreement”). This Agreement governs your use of fiducia.co.nz (the “Website”) and any Products, content and services made available to you through the Website or your communication with us (collectively the “Services”). The Services are provided by or on behalf of Fiducia Limited (also called “Fiducia”, “we”, “us” and “our”).

By confirming your acceptance or agreement to these terms (where this option is provided to you), or by otherwise using the Services in any way, you acknowledge that you have read and understood the terms and conditions of this Agreement and agree to be bound by all of its provisions.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the full legal authority to bind that company or entity to this Agreement, in which case references to “you” and “your” are references to that company or entity.

If you do not or cannot agree to this Agreement, or do not have the authority mentioned above, you are not permitted to use the Services.

We aim to provide a helpful service and so please do let us know if you encounter any problems or issues with the Services. You can email us at information@fiducia.co.nz.

2.     Your rights to use the Services

2.1.   Your rights to use the Services

So long as you comply with this Agreement, and except in relation to any Products which are licensed under clause 2.2 below, we grant you a non-exclusive and non-transferable licence to access and use the Services for your own internal business purposes only. This licence includes the right to print off website content for your own internal business purposes.

2.2.   Your rights to use and distribute Products

From time to time we may provide downloadable documents, templates, guides and other products as part of the Services (“Products”). So long as you comply with this Agreement, including the payment of any relevant fees, we grant you a non-exclusive and non-transferable licence to:

  • download, copy, use and modify the Products that you are given access to as part of the Services for your internal business purposes only;
  • distribute the Products to regulatory agencies in connection with your business; and
  • distribute the Products to your own independent auditors solely for their use in connection with their provision of auditing services in relation to your business only,

subject at all times to any restrictions or other terms related to the relevant Products that are included on the Website or that are included with or within the Products.

This licence to distribute above does not permit you to publish Products through a website, software application, or any similar service.

When you distribute a Product to an independent auditor you are responsible for what they do and don’t do with the Product and must ensure their use complies with the licence granted above. You must also ensure that all notices, disclaimers and other terms included within a Product are retained and not changed, deleted or obscured in any way except to the extent permitted by those notices, disclaimers and other terms.

2.3.   Limitations

The licences granted in this clause 2 are subject to and limited by this Agreement.

3.     Your Content

3.1.   We don’t own Your Content

We do not own any of the content that you upload or contribute to the Services (“Your Content”). You grant to us a worldwide, non-exclusive, perpetual, irrevocable, transferable and sub-licensable right to store, use, modify, adapt, prepare derivative works from, reproduce, publish, display, distribute and communicate Your Content in connection with the Services, any related services and our business, without any further consent, notice or compensation to you or others. Our Privacy Policy continues to apply to your personal information.

3.2.   Your rights to grant these rights

You represent and warrant to us that you have the right and authority to grant the rights in this clause 3 and Your Content will not violate this Agreement.

3.3.   Make sure Your Content is appropriate

You must ensure that Your Content does not contain anything illegal, unauthorised, misleading, defamatory, inappropriate, offensive or that infringes any rights. You must also make sure Your Content is free of viruses or harmful code and anything else that could harm the Services, or us or our service providers (including harming our reputation or the reputation of our service providers). We reserve the right (but have no obligation) to remove, block or edit any of Your Content for any reason.

3.4.   Security and storage

We or our suppliers have endeavoured to implement technical measures that are intended to protect Your Content against unauthorised access, disclosure, alteration, loss, or destruction. However, we cannot and do not guarantee or promise that these things won’t happen. As a result, we strongly recommend that you maintain copies of all of Your Content independently of the Services.

3.5.   Disclosure

You acknowledge and agree that we or our service providers may disclose Your Content if we or they consider that such disclosure is required to provide the Services, comply with a legal process or requirement, enforce this Agreement or respond to any claims by a third party.

4.     Your Privacy

Our treatment of your personal information is described in our Privacy Policy. In agreeing to these Terms of Use or using the Services you will be taken to have read and agreed to the terms of that Privacy Policy.

5.     Your responsibilities

5.1.   What you must do

You must:

  • Comply with all applicable laws (including the Privacy Act 1993), regulations and codes applicable to your use of the Services.
  • Ensure that all information that you provide to us is accurate, current and complete in all material respects.
  • Comply with all our directions and restrictions regarding the use of the Services, including any guidelines, instructions, policies or notices we post on the Website or include within a Product.
  • Ensure that you have at all times all of the necessary authorisations and consents required to exercise the rights granted to you under this Agreement.
  • Notify us immediately upon becoming aware of any actual or potential breach of security or unauthorised access or use of any part of the Services.
  • Make sure all your user ID, codes and passwords in connection with the Services are kept confidential and secure and are only used by you. You must immediately tell us whenever you have reason to believe that the security of your user ID, codes or passwords has been compromised.

5.2.   What you must never do

You must never:

  • Misuse the Services. This includes trying to access the Services in a way that we have not expressly permitted, using the Services in breach of any policy or other notice on the Website, or doing anything that adversely affects the Services or their use by anyone else.
  • Access or use the Services in a way that infringes our or anyone else’s rights.
  • Copy or modify, or create derivative works from, all or any part of the Services. However, to the limited extent permitted by clause 2, you may print off website content and copy and modify Products.
  • Resell, transfer, distribute, sub-licence or otherwise make available to any third party all or any part of the Services. However, to the limited extent permitted by clause 2, you may distribute Products to regulators and your own independent auditors.
  • Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of any software underlying the Services, except to the extent expressly permitted by law (despite this limitation) or by a separate written agreement with us.
  • Undermine, or attempt to undermine, the security or integrity of the Services, circumvent any restrictions we place on your use of the Services, or obtain access to any part of the Services that we have not expressly given you permission to access.
  • Access or use the Services for the purpose of building, improving or providing a product or service which competes with all or any part of the Services or has similar features or functionality.

5.3.   Responsibility for your personnel and the activity under your account

Without limiting any agreement we may have with anyone else, you are responsible for all activity that occurs under any account you have with us and the acts and omissions of (as applicable) your employees, agents, contractors and personnel in relation to the Services.

6.     Changes to this Agreement

We may from time to time make changes to this Agreement and to our Privacy Policy. Changes will take effect immediately on the date they appear on the Website. You are responsible for ensuring you are familiar with the current Agreement each time you use the Services. Your use of the Services after any changes appear on the Website will amount to your acceptance of the changes.

If you have purchased a Product from us then, without limiting the above, we will also endeavour to notify you of changes by email or by displaying a notice as part of the Services. You may be required to read and accept any updated version of the Agreement or Privacy Policy to continue your use of the Services.

If you do not agree with any changes to the Agreement you must immediately stop using the Services and terminate this Agreement in accordance with clause 11 (Ending the Agreement and Services).

7.     Changing and Suspending the Services

We may, at our sole discretion, change, suspend, restrict access to or terminate the whole or any part of the Services at any time without notice to you. This Agreement continues to apply to any modified or updated Services that continue to be provided.

8.     Fees

8.1.   Paying our fees

Access to some Services is subject to the payment of a fee. For example, you may only be able to access a Product once you have paid the fee for that Product. You must pay all fees in the way specified by us on the Website, regardless of who uses the applicable Services. Unless expressly provided otherwise, the fees are in New Zealand Dollars and inclusive of GST. Except where provided otherwise in this Agreement, all payments are non-refundable.

8.2.   Changing the fees

We reserve the right to change the fees we charge for the Services at any time by posting the updated fees on the Website or otherwise notifying you. Any change to our fees will not apply retrospectively. Your continued use of the Services after your receipt of notice of an increase to the fees we charge for the Services will amount to your acceptance of the increase.

If you do not agree with any change to the fees for the Services you must immediately stop using the Services and end this Agreement by taking the steps set out in clause 11 (Ending the Agreement and Services).

9.     Disclaimers

9.1.   Content

Any content that is accessible by you on the Website through the Services, (including via the Website and any of the Products,) (collectively “Content”) may be inaccurate, incomplete or outdated. The reasons for this include that AML/CFT regulator guidance and auditor findings continue to develop and consequently feedback from the AML/CFT regulators and independent auditors may vary from time to time as the regime develops and matures. Your use and interpretation of any Content is your responsibility (not ours) and is at your own risk.

You expressly acknowledge that the Content does not constitute investment or financial advice, taxation advice, accounting advice or legal advice, and that use of our Services does not establish a fiduciary relationship of any kind.

To the maximum extent permitted by law, we provide no promises, warranties or guarantees in relation to Content, including as to its adequacy, accuracy, reliability or completeness. You agree that, to the maximum extent permitted by law, we are not responsible or liable in any way for any Content or the consequences of you using or relying on any Content.

9.2.   For use in New Zealand

The Services have been designed solely for use in New Zealand. The Services should not be used in any country other than New Zealand without first receiving legal advice from that country regarding the appropriateness of our Services.

9.3.   The nature of the Services

The nature of the Services means we do not represent or warrant that they will be uninterrupted, secure, reliable, free of errors, defects or viruses or always accessible or available (including at a certain speed), that they will meet your requirements or that all problems can or will be corrected. This is in part because of the reliance of the Services on systems, services, data and networks that are not owned or controlled by us.

9.4.   Linked sites and services

You are responsible for deciding if you want to access or use any sites or services that link from the Services. Those links do not constitute our endorsement of those sites or services. You use them at your own risk. The use of any such sites or services is governed by the terms and conditions of use and privacy policies for those sites or services, and not by this Agreement or the Privacy Policy.

9.5.   Exclusions

All warranties, representations and conditions in relation to the Services, whether express or implied, are excluded to the fullest extent permitted by law (including any warranties of fitness for purpose, merchantability, title and non-infringement).

You also agree that you are acquiring the Services for the purposes of a business and the provisions of the Consumers Guarantees Act 1993, and sections 9, 12A and 13 of the Fair Trading Act 1986, do not apply in connection with the Services.

10.  Intellectual Property

10.1.  Intellectual property rights in the Services

We or our licensors own all rights, title and interest, including all intellectual property rights (whether or not registered and anywhere in the world), in and to the Services (including in any underlying software, ideas, data, databases and know how) and any changes or improvements to them. Except to the extent that we specifically grant you a licence in clause 2 (Your rights to use the Services), we do not grant you any rights, title or interest in relation to any of the foregoing.

You are also not granted any rights or interests in any of our trademarks, logos and business, product and domain names or those of our suppliers.

10.2.  Use of your suggestions

You may choose to submit ideas, comments, feedback or suggestions to us in relation to the Services (“Suggestions”). You acknowledge and agree that any Suggestions do not contain any confidential or proprietary information. You grant, and warrant that you have the right to grant, us a perpetual, irrevocable, worldwide, transferable, sub-licensable and non-exclusive right to use, share, commercialise and otherwise exploit Suggestions in any way for any purpose, at no charge and free of any obligation to you or anyone else.

11.  Ending the Agreement and Services

11.1.  Ending the Agreement

Either you or us may immediately end this Agreement at any time for any reason by notifying the other in writing.

We may also immediately end this Agreement at any time if you breach any of the terms of this Agreement or we (in our sole discretion) consider it necessary or reasonable to do so (for example, to protect the Services and the use of them by anyone else, or where our ability or right to provide any part of the Services has been suspended, terminated or restricted). We will, where practicable, notify you if we end the Agreement in these circumstances.

11.2.  The consequences of this Agreement ending

When this Agreement ends for any reason:

  • all rights we have granted to you under this Agreement shall cease; and
  • you must immediately cease using the Services and, if requested by us in writing, certify to us that you have done so.

However, if the Agreement ends other than as a result of your breach of any part of this Agreement then, for any Products you have downloaded beforehand, you may continue to exercise the rights granted to you under clause 2.2 (and subject to clause 2.3) in relation to those Products but only for so long as you continue to comply with the provisions of this Agreement in relation to those Products.

Ending this Agreement or any of the Services does not affect:

  • clauses that are intended to survive the ending or termination of this Agreement or any Services (including clauses 10, 11, 12 and 13 which will continue to operate); or
  • any rights or remedies that have accrued beforehand.

12.  Liability and indemnity

To the maximum extent permitted by law, we and our suppliers, contractors, directors, employees and agents (“Our Related Parties”) will not be liable to you or any third party for any: (a) breach of security or unauthorised access to Your Content; (b) loss or damage to Your Content (or any other information or data); (c) errors, mistakes or inaccuracies in any Content; (d) loss of profit, revenue, opportunity or saving; or (g) incidental, indirect, special or consequential loss or damage.

The total aggregate liability of us and Our Related Parties (together) to you under or in connection with this Agreement or its subject matter is limited to the lesser of the total fees paid by you for the Services in the 6 months immediately prior to the date of the breach, or $500,000.

The exclusions and limitations of liability above, and any exclusions or disclaimers of liability in this Agreement, shall apply however liability arises, whether in contract, in tort (including negligence), for breach of statutory duty or otherwise.

You fully indemnify us and our Related Parties from and against any and all claims, proceedings, damages, losses, liabilities, costs or expenses that we or Our Related Parties incur as a result of, or in connection with, your use of the Services, Your Content or your breach of this Agreement.

This clause 12 is for the benefit of Our Related Parties and may be enforced by them under the Contracts (Privity) Act 1982. However, it will not be necessary to get the consent or approval of Our Related Parties in order to amend this Agreement.

13.  General

In this Agreement, unless the context otherwise requires: words in the singular include the plural and vice versa; any examples in this Agreement, and references to “including”, “for example” and similar words, are illustrative only and do not imply any limitations; references to “content” include information, documents, data, images and audio and video files; any reference to a party includes that party’s successors and permitted assigns; terms defined in this Agreement have their meaning throughout this Agreement; clause and other headings are for ease of reading only and do not affect the interpretation of this Agreement; and reference to the Website includes any pages on that site and any subdomains of that site that you are permitted to access.

We may from time to time provide you with an updated URL to replace any URL referred to in this Agreement.

Each of our rights and/or remedies under this agreement are cumulative and do not limit any other rights or remedies provided under this Agreement or at law.

You may only transfer or assign any of your rights or obligations under this Agreement with our prior written consent. We may subcontract, transfer or assign all or any part of our rights or obligations under this Agreement without your consent.

This Agreement constitutes the entire agreement and understanding between you and us in respect to its subject matter and replaces all previous agreements, understandings and representations relating to that subject matter and any additional or different terms that you may provide to us (including on any purchase orders).

Anything we need to notify or tell you under this Agreement (“Fiducia Notice”) may be sent to you by: (a) email or post to the address you have provided for us when signing up to any Service; or (b) displaying a notice as part of the Services (including on the Website or in a Product). Anything you need to notify or tell us under this Agreement (“User Notice”) must be in writing and sent to info@fiducia.co.nz. Any Fiducia Notice or User Notice will be deemed to have been received two days after it was sent unless the sender has been notified to the contrary (for example, by receiving notice of failure or delay in the delivery of an email).

We will not be responsible or liable for any failure or delay to perform our obligations due to any cause that is beyond our reasonable control or any failure by you to perform any of your obligations.

No agency, partnership or joint venture relationship is intended or created by this Agreement.

Any waiver by us of any part of this Agreement must be in writing and signed by one of our authorised representatives. Any delay or failure by us to exercise any right does not prevent us from exercising that right, or any other right, on that or any other occasion.

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will be enforced to the fullest extent possible, and the remaining provisions will remain in full force and effect.

Except as expressly provided in this Agreement, only you and us have any benefit under this Agreement and any right to enforce this Agreement.

This Agreement is governed by the laws of New Zealand and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.