ANTI-FINANCIAL CRIME (AFC) PROGRAMS BY Client Fabric

Effective: July, 2024

ANTI-FINANCIAL CRIME PROGRAMS

Terms and Conditions

Client Fabric Tech Ltd and related companies (“Client Fabric”) is building an ecosystem to fight financial crime and a key part of that is the creation of a community of skilled professionals. To achieve this outcome Client Fabric is launching a number of Anti-financial crime (AFC) upskilling programs (“AFC Program/s”) and these Terms and Conditions (“Terms and Conditions”) govern the access and usage of these AFC Program/s” by any person or company (“Participant”, “You”, or “Your”).

Every AFC Program we launch may be different and the course specific information is listed under the relevant program listed on our website. Participants must familiarise themselves with this information and agree to keep abreast of changes to the program and program requirements as they arise.

1. Conditions of registration:

Access to every AFC Program may require a registration, post which the Participant will be granted a non-exclusive, non-transferable right to access the course content/training for their own benefit i.e., Individual participants are not allowed to use this training for commercial purposes e.g., deliver training using this content. Participants will have access to these AFC Programs for a specific period of 90 days (‘Program Period’) post-registration as determined by Client Fabric.

2. How we will assess your skills:

Client Fabric may require participants to complete an assessment, the time and frequency of which will vary for each Program, prior to and as a condition of the certification process. Client Fabric may also limit the number of attempts including charging participants an additional fee for attempts that exceed a preset limit we deem appropriate. Client Fabric will, where it deems appropriate, make changes to these processes or consider requests from participants for a waiver at its sole discretion.

3. Our eligibility criteria:

Some of our AFC programs have an eligibility criteria and may require participants to apply to participate. Client Fabric will assess and confirm approval for participation in writing and do so at its sole discretion.

Given the nature of the content i.e., crime, financial crime, we believe participants must be 18 years of age or above and not restricted by any applicable law to participate in our training. In the event Client Fabric is made aware that a participant is not eligible to enter into such transactions, Client Fabric reserves the right to revoke such participant’s access, without notice. By accessing and registering for the AFC Program, you represent and warrant that you are of legal age to form a binding contract with Client Fabric and meet all the foregoing eligibility requirements.

4. Our responsibilities as Client Fabric:

Client Fabric is committed to doing what is reasonable, we will do so and that will always remain our north star. That said, below is our legal stance on this subject.

• Client Fabric’s endeavour is to ensure that the content we produce remains relevant and always updated and in this regard Client Fabric also reserves the right to modify, suspend, or discontinue the program at their sole discretion at any time without notice.
• Client Fabric reserves the right to modify/ amend these Terms and Conditions at any time which shall be effective immediately and shall supersede previous Terms and Conditions.
• Client Fabric shall not be under any obligation to notify the Participant of any changes to the Terms and Conditions. The Participant is advised and is responsible for reviewing the Terms and Conditions for any modifications.

5. Your Responsibilities as a participant:

As a participant, you are a financial crime fighter or starting your journey as one and we know you will do what is reasonable. That said, below are the legal requirements our lawyers said we must include.

• Participants shall uphold academic integrity during the completion of the AFC Program including assessments, quizzes and related activities.
• Participants shall not be in violation of any applicable laws and regulations restricting their access in the AFC Program.
• Participants shall maintain confidentiality and not distribute, share or disclose or solicit answers to any of the assessments, quizzes and related activities or use unauthorised resources to complete assessments
• Participants shall not do anything illegal or prohibited by the Terms and Conditions or other applicable rules.
• Participants shall not post, copy, record, take photographs, submit, upload, download and/or distribute any content of the Program as prohibited by the Terms and conditions.
• Participants shall not transmit or make available any software or other computer files that contain a virus or other harmful component, or otherwise disrupt, tamper with or damage the operations.
• Participants shall not make, transmit, store electronic copies of Intellectual Property of Client Fabric.
• Participants shall not engage in activity that is fraudulent, false or misleading or libellous or defamatory.
• Participants shall not infringe upon the intellectual property rights, privacy and data protection rights of Client Fabric or any other third party.
• Participants shall not interfere with any other person’s use or enjoyment of the Program.
• Participants shall not make available any content that would violate any law for now.

6. The right to cancel:

Whilst we will always abide by the law of the land, in general once you pay and start participating in a program, you can no longer cancel and by accepting these terms and conditions, you waive your rights to cancel post accessing the program library.

a) By the Participant:

• Upon registration, the Participant will have immediate access to the AFC Elements program, course material/ pre- read course material, assessment questions etc. and upon doing so, the Participant would have commenced the program and acknowledges that she/he/they loses the right to cancel.
• Once the Participant accesses program material she/he/they specifically acknowledges that it would not be reasonable to cancel the registration and request a refund and as such no cancellation or refund requests will be accepted.

b) By Client Fabric:

Under certain unavoidable circumstances Client Fabric may need to cancel the AFC Programs you have registered and paid to participate in. We will never make this decision lightly but in the event we need to, Client Fabric reserves the right to cancel the AFC Program(s) and the Participant will be notified via email and offered the option to access a revised Program or receive a full refund in accordance with the Refund Policy.

7. How we will manage refunds:

If it comes to a point of requesting a refund it means you are unhappy, that is not where we want to be and this is how we will address that.

• Client Fabric will consider every request for a refund using a test of reasonableness.
• Where we deem the request reasonable, we will offer a full refund.
• Refunds will be initiated and credited to the Participant’s source account.
• Although our desire is to process refunds instantaneously, the actual amount of time it will take for the refund will depend on the financial institutions involved and is outside of our control.
• Given the above, we will not be able to offer any compensation in the event of any delays in processing the refund.

8. You should consider everything you have access to as the Intellectual property of Client Fabric:

Our AFC Programs are created and curated with a lot of care, requires incredible efforts by many people and takes hundreds of hours so we take any infringement of our intellectual property very seriously so here is what you need to know. Most people have a strong moral compass and do the right thing so here is a non exhaustive list of things our lawyers listed as things you should watch out for.

a) Unless otherwise indicated or anything contained to the contrary or any proprietary material owned by a third party and so expressly mentioned, all information, content and materials available on the AFC Program, including, but not limited to text, graphics, software, domain name, code, images, know-how, images, trademarks, copyright, related rights, logos, tools, utilities, processes, inventions, devices, methodologies, specifications and techniques are the intellectual property of Client Fabric (“Intellectual Property”).
b) Client Fabric is the exclusive owner of the Intellectual Property under the applicable laws.
c) The Participant agrees and acknowledges the Intellectual Property of Client Fabric and any unauthorised use, reproduction, modification, distribution, transmission, republication, display or performance of the Intellectual Property and any component thereof is strictly prohibited.
d) The Participant agrees and acknowledges that they do not acquire any ownership or rights to the Intellectual Property by registering for the AFC Program.
e) The Participant undertakes not to utilise any data mining tools, robots, or similar data gathering and extraction tools to extract for re-utilization of any substantial parts of the AFC Program.
f) Where information made available to the Participant belongs to third parties, Client Fabric has obtained the requisite permission from the relevant third party for its disclosure or has appropriately credited such third parties.
g) The Participant or any other person may not:

• Make copies through manual and automatic processes (whether by printing onto paper, storing on disk, downloading, taking pictures of the screen, sharing over Whatsapp or by any other means), distribute (including distributing copies), download, display, perform, reproduce, republish, upload, transmit, modify, edit, alter, enhance, broadcast, distribute, create derivative works from, transfer, sell or otherwise tamper with or use the Intellectual Property contained in the AFC Programs.(The only exception to download and save on the device is the post-training guide.)
• Decompile, reverse engineer, or disassemble the Intellectual Property.
• Resale or reproduce whole or part of the AFC Program, advertise for commercial gains.
• Modify or incorporate whole or part of the content from the AFC Program in any other work, publication or web site (hard copy or electronic form).
• Record any portion of the AFC Program.
• Remove any copyright, trademark or other intellectual property notices contained in the material provided in the AFC Program.
• Replicate the whole or part of the content of the AFC Program
• Use the application in any way that is unlawful or harms Client Fabric or any other person as determined by Client Fabric.
• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
• Impersonate or attempt to impersonate Client Fabric in any manner.
• Perform any other unauthorised acts as mentioned under these Terms and Conditions.
• Perform any other activities that violate any law for the time being in force.

h) Any breach of this provision shall entitle Client Fabric to seek injunctive or other equitable relief, in addition to other remedies available to it under law.

10. We take data privacy very seriously:

You are thinking, what’s new, everyone says that. We are actually betting our whole startup on helping you Own, Earn from and Do good with your data e.g The Certificate you will get on completion of the program will be a verifiable credential but more about that on our website.

In the meanwhile though here is what you need to know and how we will manage your data and what we need you to consent to.

We use a third party platform called kajabi.com to deliver our programs and, for transparency, here are the “Terms and Conditions” we are beholden to. Given our use of Kajabi a lot of your information will be on the Kajabi platform. Kajabi is a leading provider of learning management tech and as such we are confident that they have robust controls in place but our ability to assess is limited and this is a risk you accept.

a) Personal Information: We will only collect what we need and only use what we must. In providing our services, Client Fabric may request to collect and/or display some of the Participant’s personal information. ‘Personal Information’ includes any information that can be used to identify a person, and may include information as listed below, but not limited to it –

• First name and Last name.
• Role
• Email address.
• Phone number.
• Address, State, Province, ZIP/Postal code, City, Country
• Organisation / Institution you work for or own

b) Information Collected Regarding Payment or Other Transactional Information: For any payments made to avail of the courses offered by Client Fabric, Client Fabric has no desire to collect and store any payment related information (billing address, billing information, credit/debit card information, etc.) but we are not responsible for or in control of what other platforms we use to process payments may store. We have taken care to carefully select these platforms and need you to acknowledge the above.

c) Use of Information: Personal Information collected by Client Fabric may be used in a manner that includes the following-

• To manage course access.
• To contact the Participants with important updates.
• To manage any support requests related to the Program (Cancellation, refund requests etc.)
• To issue certifications to the Participants.

For any other purpose not mentioned above, We shall inform the Participant of such intended use and seek the Participant’s prior consent.

The Participant consents that any personal information collected with the Participant’s knowledge and permission may be transferred over the Internet to Client Fabric’s cloud service providers or such other technology platforms as needed.

d) Disclosure to Third Parties: The Participants understand and consent to Client Fabric sharing any collected Personal Information with contracted Third Parties, only when such disclosure is necessary and appropriate for providing services to the Participant, or for the purposes laid down under this Policy.

e) Client Fabric reserves the right to access, read, preserve and/or disclose any Personal Information or other data collected, as We deem reasonably necessary:

• To comply with legal provisions, processes or at the request of the government.
• For enforcing the Terms and Conditions of the AFC Programs or any related violations of such documents.
• To detect and/or address any fraud, or any security or technical issues.
• Making proper responses or addressing any Participant’s support issues or requests.
• Protecting the rights, property, or safety, and that of the Participant, and the public. This includes exchanging information with other companies and organisations for fraud protection and spam/malware prevention.
• If permitted, we will notify the Participant when Client Fabric is required to disclose the participant’s personal Information by law.

f) Data Security: We have undertaken all reasonable industry-standard measures for the security of the Participant’s personal information stored with them. These measures are meant to prevent any unauthorised access, modification, or disclosure of the user’s personal information. However, Client Fabric shall assume no liability for any disclosure of the participant’s personal information due to transmission errors, due to any unauthorised third-party access to the same, or due to any causes that are beyond Client Fabric’s control.

g) Right to access, correct or delete personal information: Participants have the right to request access to, correction of, or deletion of their personal data held by Client Fabric. To exercise these rights, the participant may submit a request in writing to [email protected]. Client Fabric will respond to the request within 30 days and take appropriate actions to comply with your request in accordance with applicable laws and regulations.

h) Right to Opt Out of Communications: Client Fabric sends communications to the Participants regarding billing information, any updates in relation to the courses and services provided, or any service requests, through E-mail or SMS. The Participant can opt-out of receiving such non contracted communications and Client Fabric will remove the participant from mailings relating to the services at the Participant’s request. For the avoidance of doubt contracted communication is communication calling on participants to meet accepted terms and conditions e.g., outstanding payments.

i) Retention of Participant’s Personal Information: Client Fabric will retain the user’s personal information only for as long as is necessary for the purposes set out in this document. We will retain and use the participant’s personal information to the extent necessary to comply with Client Fabric’s legal obligations, resolve disputes, and enforce legal agreements and policies.

11. We have the following limitations to the liability we can accept:

Client Fabric shall not be liable for any direct, indirect, special, incidental, exemplary, punitive or consequential damages arising from or related to the Participant’s use of, or inability to access or use the AFC Program, including but not limited to, loss of data or goodwill, service interruption, loss of revenue, loss of profits, even if foreseeable. In no event will the liability of Client Fabric exceed the total amount paid by the Participant for the AFC Program.

12. The jurisdiction and governing law we accept:

These Terms and Conditions shall be governed and construed in accordance with the laws of the United Kingdom. Subject to Clause 14, courts of the United Kingdom, shall have exclusive jurisdiction with respect to all disputes or claims that arise between Parties. Any failure to enforce any right or provision of the Terms and Conditions by Client Fabric shall not be considered as a waiver of those rights.

13. Clarity on indemnity:

The Participant shall defend, indemnify and hold harmless Client Fabric from and against all claims, losses, expenses, demands or liabilities, including attorneys’ fees and costs (including the cost of any settlement and legal costs), incurred by Client Fabric in connection with any claim arising out of or in any way related to but not limited to:

• The Participant’s illegal and unauthorised use of the AFC Program.
• The Participant’s violation or alleged violation of the Terms and Conditions or any applicable law.
• The Participant’s infringement or alleged infringement of Intellectual Property of Client Fabric or any third party’s intellectual property rights or the rights of any other person or entity.

14. How we will deal with any grievance you may have:

In general if you have a grievance, that is something we will take incredibly seriously and we will do everything in our capacity to address that, period. That said here is the legal context

Participants are encouraged to report any concern or grievance including any violation of the code of conduct, the Terms and Conditions or any other policies in place to the course administration immediately via email on [email protected].

If the grievance is of a technical nature, please contact us at [email protected].

15. In the event there is a dispute, here is how we will seek to resolve it:

We don’t like disputes of any kind, especially when it involves our clients and should one arise, as a core principle, we will do everything in our capacity to resolve them as quickly as possible. That said our legal position is listed below,

a) The Parties shall seek to amicably resolve any dispute, controversy or claim, arising out of or in connection with these Terms and Conditions.
b) If the Parties fail to settle the dispute amicably within 30 (thirty) days from the date on which such dispute arose, the dispute shall first be referred for mediation on such terms as may be mutually agreed upon by the Parties before a mediator who shall be appointed by the Parties with mutual consent. The venue and seat of the mediation shall be the United Kingdom and the language of the mediation shall be English.
c) If the Parties are unable to resolve the dispute within 30 (thirty) days from the date of commencement of mediation, which time limit may be extendable by mutual agreement of the Parties, the dispute shall be referred to and finally resolved by arbitration in accordance with the Arbitration Rules of United Kingdom which rules are deemed to be incorporated by reference in this clause. The seat and venue of arbitration shall be the United Kingdom. The arbitration tribunal shall consist of a sole arbitrator. The language of the arbitration shall be English.
d) The award of the arbitrator shall be final and binding on the Parties. The arbitrator shall be entitled to award costs of the arbitration. Subject to the aforesaid, each Party to any arbitration shall bear its own expense in relation thereto, including but not limited to such Party’s attorneys’ fees and the expenses and fees of the arbitrator shall be borne equally by the parties to the dispute.

16. Severability:

If any provision of these Terms and Conditions is held by a court of competent jurisdiction or arbitral tribunal to be unenforceable under applicable law, then such provision will be excluded from these Terms and Conditions and the remainder of these Terms and Conditions will be interpreted as if such provision were so excluded and will be enforceable in accordance with its terms; provided however that, in such event, these Terms and Conditions will be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction or arbitral tribunal.