Terms & Conditions

• About the Website
  • Welcome to www.abbots.com.au (the 'Website'). The Website provides draft online legal documentation (the 'Services').
  • The Website is operated by Abbots Incorporation Services Pty Ltd ACN 006 965 117, referred to as 'ABBOTS' hereafter. Access to and use of the Website, or any of its associated products or Services, is provided by ABBOTS. Please read these terms and conditions (the 'Terms') carefully. By using, browsing and/or reading the Website, you signify that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Website, or any of the Services, immediately.
  • ABBOTS reserves the right to review and change any of the Terms by updating this page at its sole discretion. Any changes to the Terms take immediate effect from the date of their publication, subject to clause II.6. Before you continue, we recommend you keep a copy of the Terms for your records.
• Acceptance of the Terms
  • These Terms, together with the CDD Reliance Deed set out below (the 'Deed'), together form the agreement between you and ABBOTS (the 'Agreement'). You accept the Agreement, and agree to be bound by it in full, by doing any of the following:
    • clicking, tapping or selecting a button, checkbox or other user interface element indicating that you accept or agree to the Terms and/or the Deed;
    • completing registration for an Account through the Website or any Abbots onboarding or account registration portal;
    • placing an order for any of the Services or ancillary documents through the Website, through any Abbots portal, or by email; or
    • accessing or continuing to use the Website, the Account or the Services.
    Each of the above is, on its own, sufficient acceptance of the Agreement.
  • You acknowledge and agree that acceptance under clause II.1 is given with the intention of creating legally binding obligations, and has the same legal force and effect as if you had signed a physical copy of the Terms and the Deed by hand. Acceptance under clause II.1 constitutes 'Online Acceptance' for the purposes of clause 8(k) of the Deed, and you are taken to have signed, sealed and delivered the Deed as a deed on the date of that acceptance.
  • You warrant that the individual who accepts the Agreement, registers an Account, or places an order is at least 18 years of age and is an authorised representative of the Member with actual or apparent authority to bind the Member to the Agreement. ABBOTS is entitled to rely on that warranty without further inquiry, and you may not later dispute the authority of that individual.
  • You must not register for an Account, place an order, or use the Services if you do not accept the Agreement in full.
  • ABBOTS records the date and time of acceptance, the account and user details associated with it, the IP address from which it was given, and the version of the Terms and the Deed accepted. In the absence of manifest error, that record is conclusive evidence of your acceptance and of the version of the Agreement that binds you.
  • When you place an order, you accept the version of the Terms that applies at the time of that order. ABBOTS may vary the Terms in accordance with clause I.3, and your continued use of the Website, the Account or the Services after publication of the varied Terms constitutes acceptance of them. The Deed may only be varied in accordance with clause 8(d) of the Deed; where ABBOTS notifies you of a varied version of the Deed and you accept it by any means described in clause II.1, that acceptance constitutes written agreement to the variation for the purposes of clause 8(d).
• Registration to use the Services
  • You will be required to register for an account through the Website before you can access the Services (the 'Account').
  • As part of the registration process, or as part of your continued use of the Services, you may be required to provide personal information about yourself (such as identification or contact details), including:
    • email address;
    • mailing address;
    • telephone number;
    • password; and
    • date of birth.
  • You warrant that any information you give to ABBOTS in the course of completing the registration process will always be accurate, correct and up to date.
  • Once you have completed the registration process, you will be a registered member of the Website ('Member') and agree to be bound by the Terms. As a Member you will be granted immediate access to the Services from the time you have completed the registration process until the subscription period expires (the 'Subscription Period').
  • You may not use the Services and may not accept the Terms if:
    • you are not of legal age to form a binding contract with ABBOTS;
    • you are a person barred from receiving the Services under the laws of Australia or of any other country, including the country in which you are resident or from which you use the Services; or
    • you are not a financial or other professional intermediary to whom ABBOTS supplies the Services on a wholesale basis.
  • References to a Member, and to 'You', include the registered Member, you personally, and any director of the Member in their personal capacity.
• Your obligations as a Member
  • As a Member, you agree to comply with the following:
    • you will use the Services only for purposes that are permitted by the Terms and by any applicable law, regulation or generally accepted practice in the relevant jurisdiction;
    • you have sole responsibility for protecting the confidentiality of your password and/or email address. Use of your password by any other person may result in the immediate cancellation of the Services;
    • any use of your registration information by any other person, or by third parties, is strictly prohibited. You agree to immediately notify ABBOTS of any unauthorised use of your password or email address, or of any breach of security of which you become aware;
    • access to and use of the Website is limited and non-transferable, and allows for the sole use of the Website by you for the purposes of ABBOTS providing the Services;
    • you will not use the Services or the Website in connection with any commercial endeavours except those that are specifically endorsed or approved by the management of ABBOTS;
    • you will not use the Services or the Website for any illegal and/or unauthorised use, which includes collecting email addresses of Members by electronic or other means for the purpose of sending unsolicited email, or unauthorised framing of or linking to the Website;
    • you agree that commercial advertisements, affiliate links and other forms of solicitation may be removed from the Website without notice and may result in termination of the Services. Appropriate legal action will be taken by ABBOTS for any illegal or unauthorised use of the Website; and
    • you acknowledge and agree that any automated use of the Website or its Services is prohibited.
• Payment
  • Where the option is given to you, you may make payment for the Services by way of:
    • electronic funds transfer into our nominated bank account ('EFT');
    • credit card ('Credit Card');
    • cash ('Cash');
    • cheque ('Cheque');
    • credit account ('Credit Account'); or
    • any other payment method approved in writing by ABBOTS.
  • All card payments made in the course of your use of the Services are processed using NABTransact. In using the Website, the Services, or when making any payment in relation to your use of the Services, you warrant that you have read, understood and agree to be bound by the NABTransact terms and conditions, which are available on their website.
  • You acknowledge and agree that where a request for payment for the Services is returned or denied, for whatever reason, by your financial institution, or is unpaid by you for any other reason, then you are liable for any costs, including banking fees and charges, associated with the relevant fee, and any legal costs or interest resulting from the failure of payment.
  • You agree and acknowledge that ABBOTS may vary its fees for the Services at any time, and that the varied fee will come into effect thereafter.
  • If you have a Credit Account with ABBOTS, the following terms and conditions apply to that account:
    • you agree to pay for the Services without offset or deduction within 7 days of receiving an invoice from ABBOTS;
    • if your Credit Account remains unpaid 7 days after you receive a tax invoice from ABBOTS, ABBOTS may charge you interest from the date on which the account became payable until you pay for the Services in full, calculated in accordance with the Penalty Interest Rates Act 1983 (Vic) plus 5%;
    • if your Credit Account remains unpaid for 45 days, you grant a charge in favour of ABBOTS over all estate and interest in any real property (that is, land) and any other assets, whether tangible or intangible, in which you have any legal or beneficial interest or later acquire such an interest. You acknowledge that ABBOTS is irrevocably and unconditionally entitled to:
      • lodge a caveat against such real property; and/or
      • enforce the security over personal property by way of a registration on the Personal Property Securities Register (PPSR),
      and you indemnify ABBOTS and agree to pay on demand all costs and expenses that we may incur relating to the enforcement or release of the charge or caveat; and
    • all legal costs and associated fees are payable by the Member.
• Refund Policy
  • Your online form request gives ABBOTS consent to prepare the requested documentation. If you provide us with incorrect instructions that result in incorrect documentation, ABBOTS is not liable and will not be required to provide a refund. ABBOTS may, at its sole and absolute discretion, amend documents for an additional fee.
• Copyright and Intellectual Property
  • The Website, the Services and all related products of ABBOTS are subject to copyright. The material on the Website is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the Services and in the compilation of the Website (including but not limited to text, graphics, logos, button icons, video images, audio clips, code, scripts, design elements and interactive features) are owned or controlled for these purposes, and are reserved by ABBOTS or its contributors.
  • All trade marks, service marks and trade names are owned, registered and/or licensed by ABBOTS, which grants to you a worldwide, non-exclusive, royalty-free, revocable licence, while you are a Member, to:
    • use the Website pursuant to the Terms;
    • copy and store the Website and the material contained in the Website in your device's cache memory; and
    • print pages from the Website for your own personal and non-commercial use.
  • ABBOTS does not grant you any other rights whatsoever in relation to the Website or the Services. All other rights are expressly reserved by ABBOTS.
  • ABBOTS retains all rights, title and interest in and to the Website and all related Services. Nothing you do on or in relation to the Website will transfer to you any:
    • business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright;
    • right to use or exploit a business name, trading name, domain name, trade mark or industrial design; or
    • thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process).
  • You may not, without the prior written permission of ABBOTS and the permission of any other relevant rights owners, broadcast, republish, upload to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Services or third party services for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials on the Website which are freely available for re-use or are in the public domain.
  • ABBOTS does not transfer to you title to any tangible copy, or original, of the documents or any other material on the Website. All ownership and copyright in that material belongs solely to ABBOTS.
• Privacy
  • ABBOTS takes your privacy seriously, and any information provided through your use of the Website and/or the Services is subject to ABBOTS' Privacy Policy, which is available on the Website.
• General Disclaimer
  • Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them), which by law may not be limited or excluded.
  • Subject to this clause, and to the extent permitted by law:
    • all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and
    • ABBOTS will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable and results from our failure to meet an applicable consumer guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Terms (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, in tort (including negligence), in equity, pursuant to statute or otherwise.
  • Use of the Website and the Services is at your own risk. Everything on the Website and in the Services is provided to you "as is" and "as available" without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of ABBOTS makes any express or implied representation or warranty about the Services or any products or services (including the products or services of ABBOTS referred to on the Website). This includes, but is not restricted to, loss or damage you might suffer as a result of any of the following:
    • failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;
    • the accuracy, suitability or currency of any information on the Website, the Services, or any related products (including third party material and advertisements on the Website);
    • costs incurred as a result of you using the Website, the Services or any of the products of ABBOTS; and
    • the Services or their operation in respect of links which are provided for your convenience.
  • ABBOTS does not warrant (expressly, impliedly or by statute) nor maintain the speed of data transmission, or your ability to access our Services. We do not guarantee, and have no liability for, the absence of continuous, uninterrupted access to our Services, as access may be disrupted by factors outside our control.
  • You agree that:
    • ABBOTS cannot, and does not, give you legal, tax, accounting, commercial or other professional advice;
    • ABBOTS is not a professional services firm;
    • ABBOTS cannot and does not warrant that a document you decide to order is appropriate or suits your needs;
    • ABBOTS cannot and does not warrant that your use of the Services is appropriate or suits your needs;
    • the legal, taxation, accounting and commercial effects of a document vary, and a document's suitability will therefore vary according to particular circumstances;
    • only you know the purpose for which you intend to apply a document that you order, and ABBOTS is not responsible for the choice you make regarding the document that you order;
    • you must consult a lawyer, taxation adviser, accountant, or other appropriately qualified professional adviser (not ABBOTS) for advice concerning the suitability of a document that you order using the Services;
    • the Services are general only, and ABBOTS does not endorse and disclaims responsibility for them;
    • ABBOTS does not provide the information, commentary, advice and other documents (including sample letters) that appear on our Website;
    • ABBOTS does not retain copies of documents generated using the Services. While you may regenerate a copy of a document previously generated by using the information you have previously uploaded, ABBOTS does not warrant that an exact copy of the original document will be produced, and is not responsible for any errors or differences between the originally generated document and a subsequent version you elect to generate using the data previously uploaded;
    • ABBOTS disclaims responsibility for the information, commentary, advice and other documents (including sample letters) referred to in these Terms; and
    • ABBOTS is not a professional adviser and does not endorse that work. ABBOTS' only responsibility is to engage a person with the relevant expertise to draft the relevant document, which it does on the basis that you will seek appropriate advice in making use of that document in your particular circumstances.
• Limitation of Liability
  • ABBOTS' total liability arising out of or in connection with the Services or these Terms, however arising, including under contract, in tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to you.
  • You expressly understand and agree that ABBOTS, its affiliates, employees, agents, contributors and licensors will not be liable to you for any direct, indirect, incidental, special, consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This includes, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, and any other intangible loss.
  • ABBOTS makes no warranties or representations as to the accuracy of the content of this Website. Under no circumstances, including negligence, will we or any party involved in creating, producing or delivering the Website be liable to you for any damages that result from the use of, or the inability to use, this Website. Our total liability to you for all damages, losses and causes of action will not exceed the amount, if any, paid by you for accessing this Website. We will not be liable for any damage to, or viruses that may infect, your computer equipment or other property as a result of your access to, use of, or browsing on the Website, or your downloading of anything from this Website.
  • ABBOTS confirms that we solely provide legal information, not legal advice, and in no way can our Services be construed as legal advice. ABBOTS will not be liable for any misinterpretation made by you.
• Termination of Contract
  • The Terms will continue to apply until terminated by either you or ABBOTS as set out below.
  • If you want to terminate the Terms, you may do so by:
    • providing ABBOTS with 14 days' notice of your intention to terminate; and
    • clearing all outstanding monies owed.
    Your notice should be sent, in writing, to ABBOTS via the 'Contact Us' link on our homepage.
  • ABBOTS may at any time terminate the Terms with you if:
    • you have breached any provision of the Terms or intend to breach any provision;
    • ABBOTS is required to do so by law;
    • you attempt to use our Services without having paid all relevant fees; or
    • the provision of the Services to you by ABBOTS is, in the opinion of ABBOTS, no longer commercially viable.
  • Subject to applicable local laws, ABBOTS reserves the right to discontinue or cancel your membership at any time, and may suspend or deny, in its sole discretion, your access to all or any portion of the Website or the Services without notice, if you breach any provision of the Terms or any applicable law, or if your conduct impacts ABBOTS' name or reputation or violates the rights of another party.
• Indemnity
  • You agree to indemnify ABBOTS, its affiliates, employees, agents, contributors, third party content providers and licensors from and against:
    • all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred or suffered by, or arising out of or in connection with, any content, data, instructions or materials you submit to the Website or provide to ABBOTS;
    • any direct or indirect consequences of you accessing, using or transacting on the Website, or attempting to do so; and/or
    • any breach of the Terms.
• Venue and Jurisdiction
  • The Services offered by ABBOTS are intended to be accessed by residents of Australia. In the event of any dispute arising out of or in relation to the Website, you agree that the exclusive venue for resolving any dispute is the courts of Victoria, Australia.
• Governing Law
  • The Terms are governed by the laws of Victoria, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created by them will be governed, interpreted and construed by, under and pursuant to the laws of Victoria, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms are binding to the benefit of the parties and their successors and assigns.
• Independent Legal Advice
  • Both parties confirm and declare that the provisions of the Terms are fair and reasonable, that both parties have had the opportunity to obtain independent legal advice, and that the Terms are not against public policy on the grounds of inequality of bargaining power or on general grounds of restraint of trade.
• Severance
  • If any part of these Terms is found to be void or unenforceable by a court of competent jurisdiction, that part will be severed and the rest of the Terms will remain in force.

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CDD Reliance Deed

This deed forms part of the Agreement and is accepted together with the Terms and Conditions above. By clicking to accept, registering for an Account, or placing an order, you accept this deed and are bound by it as a deed — see clause II.2 of the Terms and clause 8(k) below.

Recitals

• Abbots carries on the business of providing trust, company, SMSF and business structure formation, administration and related corporate secretarial services on a wholesale basis to accounting professionals, financial services providers and other professional intermediaries.
• From 1 July 2026, Abbots is a reporting entity required to conduct CDD on the individuals connected to the structures it forms or administers, including directors, shareholders, trustees and beneficial owners (Relevant Individuals).
• The Account Holder agrees to conduct genuine CDD on the Relevant Individuals and to certify the outcome of that CDD to Abbots by way of a Reliance Certificate in respect of each Matter, so that Abbots may rely on that certificate when forming or administering the relevant structure, without independently reviewing the underlying CDD, on the terms of this deed.

Operating Part

• Interpretation and Definitions

  In the interpretation of this deed, unless the context or subject matter otherwise requires:

  • the singular includes the plural and vice versa, and any gender includes every gender;
  • references to statutes include statutes amending, consolidating or replacing those statutes, and all regulations, rules and instruments made under them;
  • headings are used for convenience only and are to be disregarded in interpretation;
  • a reference to an agreement or document is to that agreement or document as amended, novated, supplemented or replaced from time to time; and
  • a reference to a party includes that party's executors, administrators, successors and permitted assigns.

  The following definitions apply in this deed:

  AML/CTF Act

  means the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) as amended from time to time, including by the Anti-Money Laundering and Counter-Terrorism Financing Amendment Act 2024 (Cth), and includes the rules and instruments made under it, including the AML/CTF Rules.

  AML/CTF Rules

  means the Anti-Money Laundering and Counter-Terrorism Financing Rules 2025 (Cth) made under the AML/CTF Act, as amended from time to time.

  AUSTRAC

  means the Australian Transaction Reports and Analysis Centre.

  Business Day

  means a day, not being a Saturday, Sunday or gazetted public holiday, on which banks are open for commercial business in Victoria.

  CDD

  means the customer identification and verification procedures required of a reporting entity under Part 2 of the AML/CTF Act and the AML/CTF Rules, including initial customer due diligence, ongoing customer due diligence and, where applicable, EDD.

  Designated Service

  has the meaning given to that term in the AML/CTF Act.

  EDD

  means enhanced due diligence, being additional and more rigorous CDD measures applied where a customer, transaction or designated service has been assessed as presenting a higher risk of money laundering or terrorism financing, as required by the AML/CTF Rules.

  High-Risk Indicator

  means any of the following in respect of a Relevant Individual or a Matter: the individual is identified on a politically exposed persons (PEP) register; the individual is subject to targeted financial sanctions; the individual's source of funds or wealth is unclear or inconsistent; the proposed structure is unusually complex without apparent legitimate commercial purpose; or any other factor that either party reasonably assesses as presenting a materially elevated risk of money laundering or terrorism financing.

  Insolvency Event

  means, in respect of a party: the party being unable to pay its debts when they fall due; the appointment of a liquidator, administrator, receiver or controller over the party or its assets; or anything of a similar nature under applicable law.

  Loss

  means any loss, liability, cost, charge, expense, penalty, fine, damages, claim, demand or proceeding of any kind, whether direct or indirect, including legal costs and expenses on a full indemnity basis, and including the costs of responding to or defending any AUSTRAC investigation, audit, examination or enforcement action. Losses has a corresponding meaning.

  Matter

  means each instruction by the Account Holder to Abbots to form or administer a company, trust, SMSF or other structure, in respect of which Abbots is required under the AML/CTF Act to conduct CDD on Relevant Individuals.

  Reliance Certificate

  means the written certification provided by the Account Holder to Abbots in respect of a Matter, in the form set out in Schedule 1, confirming that CDD has been conducted on the Relevant Individuals for that Matter in accordance with the AML/CTF Act and the AML/CTF Rules, and that no High-Risk Indicator requires escalation or notification to Abbots.

  Relevant Individuals

  means, in respect of a Matter, the directors, shareholders, trustees, beneficial owners and any other individuals required to be identified and verified by Abbots under the AML/CTF Act and the AML/CTF Rules in connection with the structure being formed or administered.

• Term
  • Commencement and duration. This deed commences on the date of this deed and continues until terminated in accordance with clause 7.
• Scope of Reliance — What Abbots Relies On
  • The Account Holder is solely and fully responsible for conducting genuine CDD on all Relevant Individuals in respect of each Matter, from the commencement of the relevant client relationship through to completion of that Matter, and for the entire period thereafter that the AML/CTF Act requires CDD to remain current. The Account Holder's responsibility under this clause is continuous and is not discharged by the provision of a Reliance Certificate.
  • In place of providing Abbots with the underlying CDD documentation, risk assessment or any other supporting material, the Account Holder must provide Abbots with a Reliance Certificate in respect of each Matter, in the form set out in Schedule 1.
  • Abbots is entitled to rely conclusively on a Reliance Certificate without requesting, receiving, reviewing or being provided with any underlying CDD documentation, risk assessment, PEP or sanctions screening result, or other supporting material, and has no obligation to do so.
  • Abbots may, but is not obliged to, request in writing that the Account Holder provide the underlying CDD documentation, verification information, risk assessment, PEP or sanctions screening results, or other material relied upon in conducting CDD in respect of any Relevant Individual or Matter, and the Account Holder must comply with that request in accordance with clause 4(f).
  • Abbots is entitled to suspend or decline reliance on a Reliance Certificate, or decline to proceed with a Matter, only where Abbots has actual knowledge, without any obligation to investigate or inquire, that:
    • the Account Holder has notified Abbots of a High-Risk Indicator in respect of a specific Matter that has not been resolved; or
    • a Reliance Certificate provided to Abbots is incomplete on its face, such that it does not contain the confirmations required by Schedule 1.
  • Abbots has no obligation to identify, investigate or act on any deficiency, error or risk in the Account Holder's CDD or in any Reliance Certificate, and any failure by Abbots to do so does not constitute a waiver of, or in any way diminish, the Account Holder's responsibility and liability under clause 4.
• Account Holder's Responsibility, Warranties and Indemnity
  • The Account Holder warrants that:
    • it is, and will remain throughout the term of this deed, a reporting entity with an AML/CTF program that complies with the requirements of the AML/CTF Act and the AML/CTF Rules applicable to the Designated Services it provides;
    • it holds, and will maintain throughout the term of this deed, professional indemnity insurance with a minimum coverage of $20 million per claim in respect of its professional services, including the undertaking of CDD certified under this deed; and
    • every Reliance Certificate it provides to Abbots is true and accurate, and is given only after genuine CDD has actually been conducted on every Relevant Individual named in or covered by that certificate, in accordance with the AML/CTF Act and the AML/CTF Rules.
  • When instructing Abbots in respect of a Matter, the Account Holder must provide a signed Reliance Certificate in respect of all Relevant Individuals for that Matter before Abbots is required to proceed.
  • The Account Holder must notify Abbots immediately, in writing, if it becomes aware at any time that:
    • any High-Risk Indicator applies to a Relevant Individual in connection with a Matter;
    • there has been a material change in a Relevant Individual's circumstances since CDD was conducted that may affect their risk profile; or
    • a Reliance Certificate it has already provided to Abbots was, or may have been, inaccurate or given without genuine CDD having been completed.
  • The Account Holder bears full and exclusive responsibility and liability for:
    • the accuracy of every Reliance Certificate it provides;
    • the conduct, accuracy and completeness of the underlying CDD that each Reliance Certificate certifies has been completed;
    • identifying and escalating to Abbots any High-Risk Indicator at the time it arises, whether before, during or after a Matter; and
    • all consequences flowing from Abbots' reliance on a Reliance Certificate, including any regulatory penalty, fine, enforcement action, investigation cost or other Loss incurred by Abbots as a result of a Reliance Certificate that was false or inaccurate, or that was provided without genuine CDD having been conducted.
  • The Account Holder indemnifies Abbots in full, and must keep Abbots indemnified, against all Losses suffered or incurred by Abbots arising from or connected with any Reliance Certificate provided by the Account Holder under this deed, or with any failure by the Account Holder to undertake steps required of it under the AML/CTF Act, including where the underlying CDD was deficient, incomplete or fraudulent, or was never actually conducted, and regardless of whether the deficiency was apparent or reasonably discoverable by Abbots at the time of reliance. This indemnity is uncapped and is not reduced by reference to any act, omission or failure of Abbots to identify or act on a deficiency.
  • The Account Holder must, on Abbots' request under clause 3(d), promptly provide Abbots with the underlying verification documentation and information relied upon in conducting CDD on any Relevant Individual, and must respond to reasonable queries from Abbots in a timely manner.
• Record Keeping
  • Each party is independently responsible for maintaining its own records in accordance with the AML/CTF Act and the AML/CTF Rules. Neither party's record-keeping obligations are delegated to the other under this deed.
  • The Account Holder must retain all CDD records and supporting documentation in respect of each Relevant Individual for a minimum of 7 years from the date CDD was conducted or the relevant Matter was completed, whichever is later.
  • Abbots must retain all Reliance Certificates received under this deed, and its records evidencing the basis on which it relied on each Reliance Certificate, for a minimum of 7 years from the date of the relevant Matter. Abbots is not required to hold, and will not hold, the underlying CDD documentation or assessment unless it is provided to Abbots under clause 3(d).
  • The Account Holder must make available to Abbots, on reasonable written request made in accordance with clause 3(d), copies of the CDD records and underlying verification documentation in respect of any Relevant Individual during the 7-year retention period, including for the purposes of any AUSTRAC audit, investigation or enforcement action involving Abbots.
  • Both parties must maintain their records in a form that is readily accessible and capable of being produced to AUSTRAC or any other regulatory authority on demand.
• Information and Privacy
  • Each party must comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles in respect of any personal information collected, used, disclosed or held in connection with this deed.
  • The Account Holder warrants that it has collected the personal information of each Relevant Individual lawfully, and has given each Relevant Individual any notice and obtained any consent required to permit the disclosure of that information to Abbots and, in turn, to AUSTRAC or any other regulatory authority.
  • Each party may use and disclose personal information received under this deed only for the purposes of complying with the AML/CTF Act and the AML/CTF Rules, performing this deed, and responding to a request or requirement of AUSTRAC or another regulatory authority, or as otherwise required by law.
  • Each party must notify the other party as soon as practicable, and in any event within 2 Business Days, if it becomes aware of any unauthorised access to, or disclosure or loss of, personal information provided under this deed, and must co-operate with the other party in assessing and responding to that incident, including in relation to any obligation under Part IIIC of the Privacy Act 1988 (Cth).
  • Nothing in this deed requires a party to disclose information where doing so would contravene the tipping-off provisions of the AML/CTF Act.
• Termination
  • Either party may terminate this deed at any time by giving 120 days' written notice to the other party.
  • Either party may terminate this deed immediately by written notice if:
    • the other party commits a material breach of this deed and fails to remedy it within 10 Business Days of receiving written notice requiring it to do so;
    • the Account Holder ceases to be a reporting entity, or Abbots reasonably determines that the Account Holder's AML/CTF program is materially non-compliant with the AML/CTF Act or the AML/CTF Rules;
    • the Account Holder's professional indemnity insurance lapses and is not reinstated within 10 Business Days; or
    • an Insolvency Event occurs in respect of the other party.
  • Abbots may immediately suspend its reliance on a Reliance Certificate in respect of any Matter or Relevant Individual, without terminating this deed, in the circumstances set out in clause 3(e). Abbots will notify the Account Holder of any such suspension promptly.
  • On termination or expiry of this deed, the parties' obligations under clauses 4(e) (Indemnity), 5 (Record keeping), 6 (Information and privacy) and 8(i) (Confidentiality) survive for the duration of the applicable retention period under the AML/CTF Act, and the indemnity in clause 4(e) survives without limit of time in respect of any Matter for which a Reliance Certificate was provided before termination.
• General
  • Notices. Notices under this deed must be in writing, signed by the party or its authorised representative, and sent to the notice address below. Notices may be given by hand, by certified mail, or by email. An email notice is taken to have been received on the day of transmission if sent before 4:30 pm on a Business Day, and otherwise on the next Business Day.

    Abbots	Abbots Incorporation Services Pty Ltd (ACN 006 965 117) 1/225 Bridge Road, Richmond VIC 3121 Email: andreas@abbots.com.au Attention: Andreas Kotsimbos
    Account Holder	The details recorded in the Account information held by Abbots.

    A party may change its notice address by giving written notice to the other party.
  • Governing law. This deed is governed by the laws of Victoria, Australia. Each party submits to the non-exclusive jurisdiction of the courts of Victoria.
  • Entire agreement. This deed constitutes the entire agreement between the parties with respect to CDD reliance, and supersedes all prior agreements, arrangements and understandings between the parties on that subject, whether oral or written.
  • Amendment. This deed may only be amended by written agreement signed by both parties. For this purpose, where Abbots notifies the Account Holder of an amended version of this deed and the Account Holder accepts it by Online Acceptance under clause 8(k), that acceptance constitutes written agreement signed by the Account Holder to the amendment, effective from the date of acceptance.
  • Waiver. Failure to exercise, or delay in exercising, a right does not operate as a waiver. A waiver must be in writing signed by the waiving party.
  • Severability. If any provision is void, unenforceable or illegal, it is to be read down to the minimum extent necessary. If it cannot be read down, it is severed and the remaining provisions continue in full force.
  • Counterparts. This deed may be signed in counterparts, including by electronic signature, each of which is an original and all of which together form one deed.
  • Further assurance. Each party must do all things and sign all documents reasonably required to give full effect to this deed.
  • Confidentiality. The terms of this deed are confidential to the parties and must not be disclosed except to professional advisers, regulatory authorities, or as required by law.
  • Delivery as a deed. Each party, by signing this deed, is deemed to unconditionally sign, seal and deliver it as a deed with the intention of being immediately legally bound.
  • Electronic acceptance and execution. This deed may be entered into by the Account Holder electronically accepting its terms through Abbots' website, account registration portal or other online onboarding process (Online Acceptance). Online Acceptance includes clicking, tapping or selecting a button, checkbox or other user interface element indicating acceptance, completing registration for an account, and placing an order for a Matter, in each case as described in clause II.1 of the Terms. On Online Acceptance, this deed is taken to be validly entered into, and to have been signed, sealed and delivered as a deed by the Account Holder on the date of that acceptance, and is binding on the Account Holder as if it had been signed in physical form. The Account Holder agrees that Online Acceptance is given with the intention of being immediately legally bound as a deed, and will not dispute the validity, formation or enforceability of this deed on the ground that it was accepted electronically or was not signed, sealed, delivered or witnessed in physical form. The Account Holder warrants that the individual completing Online Acceptance on its behalf is an authorised representative of the Account Holder with actual or apparent authority to bind the Account Holder to this deed, and Abbots is entitled to rely on that warranty without further inquiry. Abbots' record of the date, time, account details, user details and IP address associated with an Online Acceptance is, in the absence of manifest error, conclusive evidence of that acceptance.

Execution

Schedule 1 — Form of Reliance Certificate

To: Abbots Incorporation Services Pty Ltd (ACN 006 965 117)

Account Holder	(ACN / ABN:  )
Matter reference
Structure to be formed or administered
Date CDD completed

Relevant Individuals covered by this certificate

Full legal name	Date of birth	Role (director / shareholder / trustee / beneficial owner / other)	Date CDD conducted

Certifications

The Account Holder certifies to Abbots that:

• it is a reporting entity with an AML/CTF program that complies with the AML/CTF Act and the AML/CTF Rules applicable to the Designated Services it provides;
• genuine CDD has actually been conducted on each Relevant Individual named above, in accordance with Part 2 of the AML/CTF Act and the AML/CTF Rules, including collection and verification of identity from reliable and independent source data;
• beneficial ownership has been identified and verified in respect of each entity connected with this Matter, to the extent required by the AML/CTF Act and the AML/CTF Rules;
• PEP screening and targeted financial sanctions screening have been conducted in respect of each Relevant Individual named above;
• where any Relevant Individual or this Matter has been assessed as higher risk, EDD has been conducted and completed;
• no High-Risk Indicator applies to any Relevant Individual or to this Matter which has not been notified to Abbots in writing and resolved;
• the CDD records and supporting documentation for each Relevant Individual are held by the Account Holder and will be retained for at least 7 years, and will be produced to Abbots on request under clause 3(d) of the CDD Reliance Deed;
• the Account Holder will notify Abbots immediately in writing if it becomes aware that this certificate was or may have been inaccurate, or that a Relevant Individual's circumstances have materially changed; and
• the person signing this certificate is authorised to give it on behalf of the Account Holder.

This certificate is given for the purposes of, and is subject to, the CDD Reliance Deed between the Account Holder and Abbots. Capitalised terms have the meanings given in that deed.

Signature
Name and position (print)
Date