Terms of Service

1. Agreement to Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“User”, “you”, or “your”) and Base 71 Ltd (“ComplyBase”, “we”, “us”, or “our”), a company incorporated in the Abu Dhabi Global Market (ADGM). By accessing or using the ComplyBase platform at complybase.ae and any associated services (“Platform”), you agree to be bound by these Terms. If you do not agree, you must not access or use the Platform.

2. Description of Service

ComplyBase is a software-as-a-service platform that provides AI-assisted regulatory compliance tools for UAE-regulated financial services firms. The Platform includes, but is not limited to, regulatory intelligence aggregation, policy generation, sanctions screening, adverse media screening, compliance monitoring, transaction monitoring, training generation, and board report generation.

3. Important Disclaimers Regarding AI-Generated Content

THE PLATFORM USES ARTIFICIAL INTELLIGENCE TO GENERATE CONTENT INCLUDING, BUT NOT LIMITED TO, COMPLIANCE POLICIES, RISK ASSESSMENTS, SCREENING RESULTS, GAP ANALYSES, BOARD REPORTS, AND TRAINING MATERIALS. YOU ACKNOWLEDGE AND AGREE THAT:

• AI-generated content is advisory only. It does not constitute legal advice, regulatory advice, financial advice, or professional consulting of any kind.
• AI outputs may contain errors, omissions, or inaccuracies. Artificial intelligence technology, regardless of sophistication, can produce incorrect, incomplete, or misleading results. We make no representation that any AI-generated output is accurate, complete, current, or fit for any particular purpose.
• You are solely responsible for reviewing, validating, and approving all AI-generated content before relying on it or presenting it to any regulator, board, client, or third party.
• ComplyBase does not replace qualified professional advice. The Platform is a tool to assist compliance professionals. It does not replace the judgment of a qualified compliance officer, legal counsel, MLRO, or other regulated professional.
• Regulatory requirements change. While we make reasonable efforts to maintain current regulatory data, we do not guarantee that the regulatory information on the Platform reflects the latest rules, guidance, or enforcement actions of any regulator.

4. User Responsibilities

As a user of the Platform, you agree to:

• Provide accurate, current, and complete information during registration and while using the Platform.
• Maintain the confidentiality of your account credentials and accept responsibility for all activity under your account.
• Use the Platform solely for lawful purposes and in compliance with all applicable UAE laws and regulations.
• Not reverse-engineer, decompile, disassemble, or otherwise attempt to extract the source code of the Platform.
• Not use the Platform to process data in violation of any applicable data protection law, sanctions regime, or regulatory requirement.
• Not share, resell, sublicense, or provide access to the Platform to unauthorized third parties.
• Independently verify all AI-generated outputs before acting on them or presenting them to regulators, boards, or other stakeholders.

5. Intellectual Property

All intellectual property rights in the Platform, including its source code, design, features, documentation, and branding, are and remain the exclusive property of Base 71 Ltd. Your use of the Platform does not grant you any ownership rights. Content you generate using the Platform (such as policies and reports) belongs to you, subject to your compliance with these Terms. However, we retain all rights to the underlying algorithms, templates, and methodologies used to produce that content.

6. Subscription and Payment

Access to the Platform requires a paid subscription. Fees, billing cycles, and payment terms are set forth in the applicable subscription agreement or order form. All fees are non-refundable unless otherwise stated in writing. We reserve the right to modify pricing with 30 days written notice. Failure to pay fees when due may result in suspension or termination of your access.

7. Data Processing and Privacy

Your use of the Platform is subject to our Privacy Policy, which describes how we collect, use, and protect your personal data. By using the Platform, you consent to data processing as described in the Privacy Policy. You acknowledge that certain Platform features require processing your data through third-party AI service providers, and you consent to such processing.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• ComplyBase shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, goodwill, or business opportunities, arising out of or relating to your use of the Platform.
• ComplyBase shall not be liable for any regulatory fines, penalties, sanctions, enforcement actions, or adverse findings imposed on you or your organization by any regulator, whether or not such actions arise from or relate to your use of or reliance on the Platform or any AI-generated content.
• ComplyBase shall not be liable for any decisions made or actions taken by you or your organization based on AI-generated outputs, screening results, risk assessments, or any other content produced by the Platform.
• Our total aggregate liability for all claims arising out of or relating to these Terms or your use of the Platform shall not exceed the total fees paid by you to ComplyBase during the twelve (12) months immediately preceding the event giving rise to the claim.

9. Indemnification

You agree to indemnify, defend, and hold harmless Base 71 Ltd, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your use of the Platform; (b) your reliance on AI-generated content without independent verification; (c) your violation of these Terms; (d) your violation of any applicable law or regulation; or (e) any third-party claim arising from your use of Platform outputs.

10. Warranty Disclaimer

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WE EXPRESSLY DISCLAIM ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, AND TITLE. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT THAT ANY AI-GENERATED CONTENT WILL BE ACCURATE, COMPLETE, CURRENT, OR SUITABLE FOR ANY PARTICULAR COMPLIANCE, LEGAL, OR REGULATORY PURPOSE.

11. Service Availability

We strive to maintain high availability of the Platform but do not guarantee uninterrupted service. We reserve the right to suspend or restrict access to the Platform for maintenance, updates, security patches, or any reason we deem necessary. We will make reasonable efforts to provide advance notice of scheduled maintenance. We are not liable for any loss or damage arising from service interruptions.

12. Termination

We may suspend or terminate your access to the Platform at any time, with or without cause, and with or without notice. Upon termination: (a) your right to use the Platform ceases immediately; (b) you must cease all use of the Platform; (c) we may delete your account and associated data in accordance with our Privacy Policy. Sections 3, 5, 8, 9, 10, 14, and 15 survive termination.

13. Modifications to Terms

We reserve the right to modify these Terms at any time at our sole discretion. We will notify you of material changes by posting the revised Terms on our website with an updated effective date. Your continued use of the Platform after the effective date of any modification constitutes acceptance of the revised Terms. If you do not agree to the modified Terms, you must stop using the Platform.

14. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the United Arab Emirates. Any dispute arising out of or relating to these Terms or your use of the Platform shall be submitted to the exclusive jurisdiction of the courts of Abu Dhabi, United Arab Emirates. The parties agree to attempt to resolve any dispute amicably through good-faith negotiation for a period of 30 days before commencing legal proceedings.

15. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy and any applicable subscription agreement, constitute the entire agreement between you and ComplyBase.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.
• Waiver: Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
• Assignment: You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights and obligations without restriction.
• Force Majeure: We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including natural disasters, acts of government, internet disruptions, or third-party service failures.