Terms of Use

Anqa Limited

Terms Of Use

Anqa Limited Terms of Use

1. Application of Terms

These Terms apply to your use of the Services (as defined below). By setting up an account, subscribing to, or accessing and using the Services:

• You agree to these Terms; and
• Where your access and use is on behalf of another person (e.g., a company), you confirm that you are authorized to, and do in fact, agree to these Terms on that person's behalf and that, by agreeing to these Terms on that person's behalf, that person is bound by these Terms.

2. Changes

We may change these Terms at any time by notifying you of the change by email or by posting a notice on the Website. Unless stated otherwise, any change takes effect from the date set out in the notice. You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use the Services from the date on which the Terms are changed, you agree to be bound by the changed Terms.

These Terms were last updated on 1st January 2025

3. Interpretation

In these Terms:

Confidential Information means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the provision and use of the Services. Our Confidential Information includes Intellectual Property owned by us (or our licensors), including the software owned by us (or our licensors) that is used to provide the Services. Your Confidential Information includes the Data.

Data means all data, content, and information (including personal information) owned, held, used or created by you or on your behalf that is stored using, or inputted into, the Services.

Fees means the applicable fees set out on our pricing page on the Website or as agreed otherwise in writing between you and us, as may be updated from time to time in accordance with clause 7.4.

Force Majeure means an event that is beyond the reasonable control of a party, excluding:

• An event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or
• A lack of funds for any reason.

Including and similar words do not imply any limit.

Intellectual Property Rights includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.

Loss means any liability, claim, proceeding, cost, expense (including the actual legal fees charged by our solicitors) and loss of any kind.

Objectionable includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.

A party includes that party's permitted assigns.

Permitted Users means your personnel who are authorized to access and use the Services on your behalf in accordance with clause 5.3.

A person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity.

Personal information means information about an identifiable, living person.

Personnel includes officers, employees, contractors, subcontractors and agents, but a reference to your personnel does not include us.

Sales Tax means sales tax, goods and services tax, value added tax or equivalent tax payable under any applicable law.

Services means the service having the core functionality described on the Website, as the Website is updated from time to time.

Start Date means the date that you set up an account to use the Services or first access or use the Services (whichever is the earlier).

Terms means these terms titled Anqa Limited Terms of Use.

Underlying Systems means the IT solutions, systems and networks (including software and hardware) used to provide the Services, including any third party solutions, systems and networks.

User ID means a unique name and/or password allocated to you or a Permitted User to allow you or a Permitted User to access the Services or any part of the Services.

Verification Services means Services involving the verification of the identity of an individual or of a document.

We, us or our means Anqa Limited, a New Zealand company.

Website means the internet site at www.anqacompliance.com, or such other site notified to you by us.

Year means a 12-month period starting on the Start Date or the anniversary of that date.

You or your means you or, if clause 1b applies, both you and the other person on whose behalf you are acting.

Words in the singular include the plural and vice versa.

A reference to a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them.

4. Provision of the Service

4.1 We must use reasonable efforts to provide the Services:

• In accordance with these Terms and applicable law;
• Exercising reasonable care, skill and diligence; and
• Using suitably skilled, experienced and qualified personnel.

4.2 Our provision of the Services to you is non-exclusive. Nothing in these Terms prevents us from providing the Services to any other person.

4.3 Subject to clause 4.4, we must use reasonable efforts to ensure the Services are available on a 24/7 basis. However, it is possible that on occasion the Services may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. We must use reasonable efforts to publish on the Website and/or notify you by email advance details of any unavailability.

4.4 The Services include, or interoperate with, a range of third party service features. In particular, the Verification Services and the politically exposed persons (PEPs), sanctions & adverse media services involve third party service features. We do not make any warranty or representation on the availability of any third party service features. Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make available that feature to you. To avoid doubt, if we exercise our right to cease the availability of a third party feature, you are not entitled to any refund, discount or other compensation.

5. Your Obligations

5.1 You and your personnel must:

• Use the Services in accordance with these Terms solely for your own, lawful internal business purposes; and
• Not resell or make available the Services to any third party, or otherwise commercially exploit the Services.

5.2 When accessing the Services, you and your personnel must:

• Not impersonate another person or misrepresent authorization to act on behalf of others or us;
• Correctly identify the sender of all electronic transmissions;
• Not attempt to undermine the security or integrity of the Underlying Systems;
• Not use, or misuse, the Services in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Services;
• Not attempt to view, access or copy any material or data other than:
  • That which you are authorized to access; and
  • To the extent necessary for you to use the Services in accordance with these Terms; and
• Neither use the Services in a manner, nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading.

5.3 You may authorize any member of your personnel to be a Permitted User, in which case you must provide us with the Permitted User's name and other information that we reasonably require in relation to the Permitted User. Without limiting clause 5.2, no individual other than a Permitted User may access or use the Services. You must procure each Permitted User's compliance with clauses 5.1 and 5.2 and any other reasonable condition notified by us to you.

5.4 A breach of any of these Terms by your personnel (including, to avoid doubt, a Permitted User) is deemed to be a breach of these Terms by you.

5.5 You and your Permitted Users must keep your and their User ID secure and:

• Not permit any other person to use your or their User ID, including not disclosing or providing it to any other person; and
• Immediately notify us if you become aware of any disclosure or unauthorized use of your or their User ID, by sending an email to support@anqacompliance.com.

5.6 You are responsible for procuring all licenses, authorizations and consents required for you and your personnel to use the Services, including to use, store and input Data into, and process and distribute Data through, the Services.

5.7 Subject to clause 11.6, you indemnify us and our personnel against any Loss arising from:

• Any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is Objectionable, incorrect or misleading;
• Your failure to comply with these Terms, including any failure of a person who accesses and uses the Services by using your or your Permitted Users' User ID; or
• Your or your Permitted Users' use of, or reliance on, the Services.

6. Data

6.1 You acknowledge that:

• We may require access to the Data to exercise our rights and perform our obligations under these Terms; and
• To the extent that this is necessary but subject to clause 9, we may authorize a member or members of our personnel to access the Data for this purpose.

6.2 You must arrange all consents and approvals that are necessary for us to access the Data as described in clause 6.1.

6.3 You acknowledge and agree that:

• We may:
  • Use Data and information about your use of the Services to generate anonymized and aggregated statistical and analytical data (Analytical Data);
  • Use Analytical Data for our internal research and product development purposes and to conduct statistical analysis and identify trends and insights; and
  • Supply Analytical Data to third parties;
• Our rights under clause 6.3a above will survive termination of expiry of the Agreement; and
• Title to, and all Intellectual Property Rights in, Analytical Data is and remains our property.

6.4 You acknowledge and agree that to the extent Data contains personal information, in collecting, holding and processing that information through the Services, we and our third party feature providers are acting as your agent for the purposes of applicable privacy law, and acting as processors to the extent that the European Union General Data Protection Regulation (GDPR) applies. You must obtain all necessary consents from the relevant individual to enable us to collect, use, hold and process that information in accordance with these Terms.

6.5 While we will take standard industry measures to back up all Data stored using the Services, you agree to keep a separate back-up copy of all Data uploaded by you onto the Services.

6.6 You agree that we and our third party feature providers may store Data (including any personal information) in secure servers in various locations globally and may access that Data (including any personal information) from time to time in countries in which we each have operations.

7. Fees

7.1 You must pay us the Fees:

• For your subscription to the Service, in advance of the subscription period you have selected (e.g. monthly, annual); and
• For any usage based or top up options (as set out on our pricing page on the Website at www.anqacompliance.com or as agreed otherwise in writing between you and us), in advance of your use of the relevant feature.

7.2 The Fees exclude Sales Tax, which you must pay on taxable supplies.

7.3 You must pay the Fees electronically in cleared funds without any set off or deduction.

7.4 We may increase the Fees by giving at least 30 days' notice. If you do not wish to pay the increased Fees, you may terminate these Terms and your right to access and use the Services on no less than 10 days' notice, provided the notice is received by us before the effective date of the Fee increase. If you do not terminate these Terms and your right to access and use the Services in accordance with this clause, you are deemed to have accepted the increased Fees.

8. Intellectual Property

8.1 Subject to clause 8.2, title to, and all Intellectual Property Rights in, the Services, the Website, and all Underlying Systems is and remains our property (and our licensors' property). You must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.

8.2 Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains your property. You grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable license to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with these Terms.

8.3 To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable and perpetual license to use for our own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by us in the provision of the Services.

8.4 If you provide us with ideas, comments or suggestions relating to the Services or Underlying Systems (together feedback):

• 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
• We may use or disclose the feedback for any purpose.

8.5 You acknowledge that the Services may link to third party websites or feeds that are connected or relevant to the Services. Any link from the Services does not imply that we endorse, approve or recommend, or have responsibility for, those websites or feeds or their content or operators. To the maximum extent permitted by law, we exclude all responsibility or liability for those websites or feeds.

9. Confidentiality

9.1 Each party must, unless it has the prior written consent of the other party:

• Keep confidential at all times the Confidential Information of the other party;
• Effect and maintain adequate security measures to safeguard the other party's Confidential Information from unauthorized access or use; and
• Disclose the other party's Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party's Confidential Information is aware of, and complies with, clauses 9.1a and 9.1b.

9.2 The obligation of confidentiality in clause 9.1 does not apply to any disclosure or use of Confidential Information:

• For the purpose of performing a party's obligations, or exercising a party's rights, under these Terms;
• Required by law (including under the rules of any stock exchange);
• Which is publicly available through no fault of the recipient of the Confidential Information or its personnel;
• Which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or
• By us if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this clause 9.

10. Warranties

10.1 To the maximum extent permitted by law:

• The Services are provided "as is" and "as available" without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose;
• All conditions, guarantees or warranties whether expressed or implied by statute or otherwise are expressly excluded and, to the extent that they cannot be excluded, liability for them is limited to the amount set out in clause 11.2; and
• Without limiting clauses 10.1a and 10.1b, we make no representation concerning the quality of the Services and do not promise that the Services will:
  • Meet your requirements or be suitable for a particular purpose, including that the use of the Services will fulfill or meet any statutory role or responsibility you may have; or
  • Be secure, free of viruses or other harmful code, uninterrupted or error free.

10.2 You agree and represent that you are acquiring the Services, and accepting these Terms, for the purpose of trade. The parties agree that:

• To the maximum extent permissible by law, no consumer protection legislation applies to the supply of the Services or these Terms; and
• It is fair and reasonable that the parties are bound by this clause 10.2.

10.3 Where legislation or rule of law implies into these Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms. However, our liability for any breach of that condition or warranty is limited, at our option, to:

• Supplying the Services again; and/or
• Paying the costs of having the Services supplied again.

11. Liability

11.1 To the maximum extent permitted by law:

• You access and use the Services at your own risk; and
• We are not liable or responsible to you or any other person for any claim, damage, loss, liability and cost under or in connection with these Terms, the Services, or your access and use of (or inability to access or use) the Services. This exclusion applies regardless of whether our liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise.

11.2 To the maximum extent permitted by law and only to the extent clause 11.1 does not apply, our maximum aggregate liability under or in connection with these Terms or relating to the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not exceed an amount equal to the Fees paid by you relating to the Services in the month preceding first event giving rise to liability). The cap in this clause 11.2 includes the cap set out in clause 10.1a.

11.3 Neither party is liable to the other under or in connection with these Terms or the Services for any:

• Loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill; or
• Consequential, indirect, incidental or special damage or loss of any kind.

11.4 Clauses 11.1, 11.2 and 11.3 do not apply to limit our liability under or in connection with these Terms for:

• Personal injury or death;
• Fraud or willful misconduct; or
• A breach of clause 9.

11.5 Clause 11.3 does not apply to limit your liability:

• To pay the Fees;
• Under the indemnity in clause 5.7; or
• For those matters stated in clause 11.4a to 11.4c.

11.6 Neither party will be responsible, liable, or held to be in breach of these Terms for any failure to perform its obligations under these Terms or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under these Terms, or by the negligence or misconduct of the other party or its personnel.

11.7 Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with these Terms or the Services.

12. Term, Termination and Suspension

12.1 Unless terminated under this clause 12, these Terms and your right to access and use the Services:

• Starts on the Start Date; and
• Continues until a party gives at least 30 days' notice that these Terms and your access to and use of the Services will terminate on the expiry of that notice.

12.2 Either party may, by notice to the other party, immediately terminate these Terms and your right to access and use the Services if the other party:

• Breaches any material provision of these Terms and the breach is not:
  • Remedied within 10 days of the receipt of a notice from the first party requiring it to remedy the breach; or
  • Capable of being remedied; or
• Becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee's or chargee's agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.

12.3 You may terminate these Terms and your right to access and use the Services in accordance with clause 7.4.

12.4 Termination of these Terms does not affect either party's rights and obligations that accrued before that termination.

12.5 On termination of these Terms, you must pay all Fees for the provision of the Services prior to that termination.

12.6 No compensation is payable by us to you as a result of termination of these Terms for whatever reason, and you will not be entitled to a refund of any Fees that you have already paid.

12.7 Except to the extent that a party has ongoing rights to use Confidential Information, at the other party's request following termination of these Terms but subject to clause 12.8, a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party's possession or control.

12.8 At any time prior to one month after the date of termination, you may request:

• A copy of any Data stored using the Services, provided that you pay our reasonable costs of providing that copy. On receipt of that request, we must provide a copy of the Data in a common electronic form. We do not warrant that the format of the Data will be compatible with any software; and/or
• Deletion of the Data stored using the Services, in which case we must use reasonable efforts to promptly delete that Data.

12.9 To avoid doubt, we are not required to comply with clause 12.8a to the extent that you have previously requested deletion of the Data.

12.10 Without limiting any other right or remedy available to us, we may restrict or suspend your access to and use of the Services and/or delete, edit or remove the relevant Data if we consider that you or any of your personnel have:

• Undermined, or attempted to undermine, the security or integrity of the Services or any Underlying Systems;
• Used, or attempted to use, the Services:
  • For improper purposes; or
  • In a manner, other than for normal operational purposes, that materially reduces the operational performance of the Services;
• Transmitted, inputted or stored any Data that breaches or may breach these Terms or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be Objectionable, incorrect or misleading; or
• Otherwise materially breached these Terms.

13. General

13.1 Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure.

13.2 No person other than you and us has any right to a benefit under, or to enforce, these Terms.

13.3 For us to waive a right under these Terms, that waiver must be in writing and signed by us.

13.4 Subject to clause 6.4, we are your independent contractor, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under these Terms.

13.5 If we need to contact you, we may do so by email or by posting a notice on the Website. You agree that this satisfies all legal requirements in relation to written communications. You may give notice to us under or in connection with these Terms by emailing legal@anqacompliance.com.

13.6 These Terms, and any dispute relating to these Terms or the Services, are governed by and must be interpreted in accordance with the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with these Terms or the Services.

13.7 Clauses which, by their nature, are intended to survive termination of these Terms, including clauses 5.7, 8, 9, 11, 12.4 to 12.8 and 13.6, continue in force.

13.8 If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you.

13.9 Subject to clauses 2.1 and 7.4, any variation to these Terms must be in writing and signed by both parties.

13.10 These Terms set out everything agreed by the parties relating to the Services, and supersede and cancel anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the Services that is not expressly set out in these Terms, and no such representation, warranty or agreement has any effect from the Start Date. The parties agree that it is fair and reasonable that the parties are bound by this clause 13.10.

13.11 You may not assign, novate, subcontract or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld. You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer.