1.1 These Terms of Service ("Terms") govern your access to and use of complyfactor.com and its subdomains (the "Website"), our live chat, newsletters and webinars, and our software platforms. Those platforms include ComplyFactor OS, the ComplyFactor FINTRAC reporting platform, the ComplyFactor training platform and any AI-enabled tools we make available (together, the "Platforms"; with the Website, the "Services").
1.2 The ComplyFactor entity you contract with depends on where you, or the organization you represent, are located:
"ComplyFactor", "we", "us" and "our" mean the applicable entity. "You" means the individual using the Services and, where you use them for an organization, that organization. You confirm you have authority to bind it.
1.3 By accessing or using the Services, creating an account or clicking to accept, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Services.
1.4 The Services are intended for businesses and professionals. You must be at least 18 years old to use them.
2.1 Content on the Website, in our chat, newsletters, webinars, training materials, templates, registry search tools and Platform outputs is general information only. It is not legal, regulatory, tax, accounting or compliance advice. It is not tailored to your circumstances and may not reflect the most recent changes to legislation, regulatory guidance or regulator practice.
2.2 No advisory, client, fiduciary or professional relationship arises between you and ComplyFactor from your use of the Services, from submitting an enquiry, or from sharing information with us to scope an engagement. Such a relationship arises only when both parties sign an engagement letter or services agreement (an "Engagement Agreement").
2.3 You must not rely on the Services as a substitute for advice from a qualified professional, or for your own judgment as a reporting entity, compliance officer or senior officer. Decisions you make, and filings you submit to FINTRAC, the Bank of Canada, the FCA or any other authority, remain your responsibility.
2.4 Registry search results and regulatory data we display are drawn from public sources. They may be incomplete, delayed or inaccurate. Always verify against the official register.
3.1 If you have signed an Engagement Agreement, order form or subscription agreement with us, that agreement governs the services it covers and prevails over these Terms where they conflict. These Terms continue to govern your use of the Website and any Service that agreement does not cover.
4.1 You must not, and must not permit anyone else to:
4.2 We may suspend or terminate access, remove content and report activity to authorities where we reasonably believe you have breached this section or applicable law.
5.1 We and our licensors own all intellectual property rights in the Services and their content. This includes text, templates, policies, training materials, videos, software, designs, the ComplyFactor name, logo and sunburst mark, and all improvements to them.
5.2 Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable licence to access the Website and view its content for your internal business purposes.
5.3 Templates or materials we make available for download may be adapted for your own organization's internal compliance programme only. They may not be redistributed, sold or published.
5.4 If you send us feedback or suggestions, we may use them without restriction or compensation.
6.1 When you submit an enquiry or share information to scope an engagement, you confirm you are entitled to share it. Where it includes personal information about others (for example directors, shareholders or employees), you confirm you have given any notice and obtained any consent the law requires.
6.2 We treat scoping information as confidential and use it to assess, scope and price an engagement, to run conflict and independence checks, and as our Privacy Policy describes. Until an Engagement Agreement is signed, we owe no duty to act on that information, and we may decline an engagement for any reason, including a conflict of interest or independence constraint.
6.3 Do not send us copies of suspicious transaction reports, or information whose disclosure is restricted by law, unless and until an Engagement Agreement is in place that covers it.
7.1 Access to a Platform may require an account. You must give accurate information, keep credentials confidential, enforce multi-factor authentication where we offer it, and tell us promptly at security@complyfactor.com of any unauthorized access. You are responsible for all activity under your account and your users' accounts.
7.2 We may change, suspend or discontinue any Platform or feature, including free or beta features, at any time. Beta and preview features are provided as-is and may be withdrawn without notice.
8.1 The Platforms are tools that support your compliance function. They do not replace it. In particular:
8.2 Except where an Engagement Agreement says otherwise, ComplyFactor is not your compliance officer, MLRO or CAMLO, and does not file reports on your behalf.
8.3 Reports covered. The FINTRAC reporting platform lets reporting entities, including banks, money services businesses and virtual currency dealers, prepare and submit reports to FINTRAC. These may include suspicious transaction reports ("STRs"), including those involving virtual currency, as well as large cash, large virtual currency, electronic funds transfer and terrorist property reports, as configured for your account.
8.4 Two service models. You may prepare and submit reports yourself through the Platform ("Self-Service Reporting"). Our personnel may also prepare reports for you from information you provide ("Managed Reporting"). Managed Reporting is available only under a signed order form, which these Terms supplement.
8.5 Suspicion is your determination. Under either model, whether reasonable grounds to suspect exist, and whether a transaction must be reported, are judgments only you can make. Where our personnel draft a report or STR narrative under Managed Reporting, they do so only from the facts you supply. You must review it, correct it and adopt it as your own before it is submitted. You must submit each STR as soon as practicable after you reach that judgment, whatever the Platform flags or fails to flag.
8.6 Submission. Every report is submitted to FINTRAC in your name, as the reporting entity, through one of the following channels, as agreed for your account:
Under either channel:
8.7 STR confidentiality. We treat the existence, content and status of every STR, and the identity of every report subject, as strictly confidential. Access within ComplyFactor is limited to personnel who need it to provide support you request or to keep the Platform secure, and all such access is logged. We will never disclose to a report subject, or to anyone else, that a report has been or may be made, except to FINTRAC or as the law requires. You must not use the Platform, including any comment, note or notification feature, in a way that could disclose to a subject that a report has been or may be made.
8.8 Your records. You remain responsible for keeping copies of submitted reports and supporting records for the periods the Proceeds of Crime (Money Laundering) and Terrorist Financing Regulations require. The Platform's storage is not a substitute for your own record-keeping obligations. Export what you must keep before your account ends (see section 10.6).
9.1 Some Platform features use artificial intelligence, including document review, KYC analysis and drafting assistance. AI outputs may be inaccurate, incomplete or out of date.
9.2 AI outputs are decision-support only. A competent person in your organization must review every output before you rely on it, and you remain responsible for every customer due diligence, risk-rating, reporting or onboarding decision.
9.3 We do not use your Customer Data to train general-purpose AI models. Our AI subprocessors are bound not to do so either.
10.1 "Customer Data" means data you or your users upload to or create in a Platform, including your customers' personal information and transaction data. As between you and us, you own Customer Data.
10.2 You grant us a licence to host, process and transmit Customer Data only to provide, secure and support the Platforms, to comply with law, and as you instruct. For personal information in Customer Data, you are the controller (or organization in control) and we act as your processor or service provider.
10.3 You confirm you have a lawful basis, and have given any notices required, for every item of Customer Data you upload.
10.4 We may create and use de-identified, aggregated data about how the Platforms are used (for example, feature usage, error rates and volumes). We use it to operate, secure, improve and benchmark the Services, and it will not identify you, your users or any individual. This right never extends to the content of any regulatory report, the identity of any report subject, or the fact that a report was made.
10.5 We may access or disclose Customer Data where the law, a court order or a competent authority requires it. Where lawful, we will tell you first.
10.6 After your account ends, we will delete or return Customer Data within 90 days unless the law requires us to keep it. You are responsible for exporting records you must keep under the PCMLTFA or any other law before that date.
11.1 Training content is designed to support, not to satisfy on its own, your obligation to run an ongoing compliance training programme. Completion records and certificates confirm only that a user completed a module. They do not certify that your training programme meets regulatory expectations.
12.1 Paid Services are charged as set out in the applicable order form, subscription page or Engagement Agreement. Fees exclude taxes, which you must pay. Unless stated otherwise, fees are non-refundable, and we may suspend paid Services if an invoice is more than 15 days overdue.
13.1 The Services may link to or integrate with third-party sites and services, including regulator portals, Google, Webflow, tawk.to and payment providers. We do not control them and are not responsible for them. Your use of them is governed by their own terms.
14.1 To the fullest extent permitted by law, the Services are provided "as is" and "as available". We disclaim all warranties and conditions, express or implied, including merchantability, fitness for a particular purpose, accuracy, non-infringement, and that the Services will be uninterrupted, error-free or secure.
14.2 We do not warrant that use of the Services will result in your registration, licensing, banking relationship or regulatory approval, or will prevent an administrative monetary penalty, enforcement action or examination finding.
15.1 Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law.
15.2 Subject to section 15.1, we are not liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any:
15.3 Subject to section 15.1, our total aggregate liability arising out of or in connection with the Services and these Terms is limited to the greater of (a) CAD 100 (or GBP 60 where ComplyFactor Ltd is the contracting entity) and (b) the fees you paid us for the specific Service giving rise to the claim in the 12 months before the event giving rise to it.
15.4 Any claim must be brought within one year after the cause of action arises, where the law permits.
16.1 You will defend, indemnify and hold harmless ComplyFactor, its affiliates, directors, officers, employees and contractors against any claims, losses, penalties, damages and costs (including reasonable legal fees) arising from: your breach of these Terms or applicable law; Customer Data or other content you provide; your reports, filings or compliance decisions; or your use of the Services by anyone using your account.
17.1 You may stop using the Services at any time. We may suspend or terminate your access immediately if you breach these Terms, if we must do so by law or at a regulator's request, or if your use creates a security, legal or reputational risk for us. Sections 2, 5, 10.5–10.6 and 14 to 19 survive termination.
18.1 We may update these Terms. We will post the updated version with a new effective date and, for material changes affecting Platform users, give at least 30 days' notice by email or in-product. Continued use after the effective date means you accept the changes.
19.1 Where ComplyFactor Limited is the contracting entity, these Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in it. The courts of Ontario sitting in Toronto have exclusive jurisdiction.
19.2 Where ComplyFactor Ltd is the contracting entity, these Terms are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
19.3 If you use the Services as a consumer, nothing in these Terms affects rights you have under the mandatory consumer protection laws of your place of residence.
19.4 We may seek injunctive relief in any jurisdiction to protect our intellectual property or confidential information.
20.1 These Terms, our Privacy Policy and any applicable agreement under section 3 form the entire agreement on their subject. If a provision is found unenforceable, it is limited to the minimum extent necessary and the rest continues. Our failure to enforce a right is not a waiver. You may not assign these Terms without our consent; we may assign them to an affiliate or a successor. Neither party is liable for delay caused by events beyond its reasonable control.
20.2 Contact: legal@complyfactor.com, or by post to the applicable entity's principal office or registered office in section 1.2.