Greenlight Terms of Service

Version 1.4 · 21 October 2026

1. These terms, and who they are between#

These Terms of Service (the Terms) are a binding agreement between:

Greenlight Compliance Ltd. of Providenciales, Turks and Caicos Islands (Greenlight, we, us, our); and

the organisation that creates an account to use the Service (the Customer, you, your).

Greenlight Compliance Ltd. is in the course of incorporation in the Turks and Caicos Islands. Its company number and registered office will be added to this clause on incorporation, and we will tell account holders when that happens.

By creating an account, clicking to accept these Terms, or using the Service, you confirm that you have authority to bind the Customer and you agree to these Terms. If you do not agree, do not create an account or use the Service.

These Terms incorporate by reference:

a. the Data Processing Addendum published at https://app.greenlightamlcompliance.com/data-processing, which governs our processing of personal data on your behalf. The Data Processing Addendum is signed by both parties as a separate document; and#

b. the Privacy Policy published at https://app.greenlightamlcompliance.com/privacy, which describes personal data we handle for our own purposes.#

Where there is a conflict, the Data Processing Addendum prevails over these Terms in relation to the processing of personal data.

2. Definitions#

Client Data means any data, document, file or information that you or your Users upload to, enter into or generate within the Service, including records relating to your own clients and their directors, shareholders, beneficial owners and connected persons.

Documentation means the user guidance we make available within the Service.

Requirement Rules means the rules within the Service, supplied by us as a named rule set, that describe document categories, expiry periods, review cycles and similar record keeping expectations.

Service means the Greenlight software as a service application made available at app.greenlightamlcompliance.com and any associated email notifications, reports and exports.

Subscription Term means the period for which you have paid or agreed to pay for the Service, as set out in your order, invoice or signup confirmation.

User means an individual authorised by you to access the Service under your account.

3. What the Service does, and what it does not do#

3.1 What it does#

The Service helps you keep track of client due diligence records. It stores documents you upload, records dates you enter, applies Requirement Rules to produce a list of items that appear to be missing, expired or due for review, and sends notifications.

3.2 What it does not do#

The Service does not provide legal, regulatory or compliance advice. It is a record keeping and reminder tool. It does not interpret law, does not assess risk, does not make judgments about any client or transaction, and does not determine what any particular law, regulation, rule or regulator requires of you.

3.3 You remain responsible for your own compliance#

You acknowledge and agree that:

a. you remain solely responsible for your compliance with all laws, regulations, rules, codes and guidance applicable to you, including anti money laundering, counter terrorist financing, sanctions, data protection and professional conduct requirements;#

b. your money laundering reporting officer, compliance officer, or equivalent responsible person, retains full responsibility for your compliance programme, and nothing in the Service replaces, discharges or reduces that responsibility;#

c. the Requirement Rules are a convenience and a starting point. They are not a statement of what any law or regulator requires, and they may be incomplete, out of date, or inapplicable to your business, your jurisdiction or any particular client. The rules are supplied by us and are not presently editable by you. You are responsible for satisfying yourself that the rule set your account is on is appropriate to you, for telling us where you believe it is wrong, and for meeting any obligation it does not cover. You may ask us to change a rule at hello@greenlightamlcompliance.com;#

d. the outputs of the Service, including action lists, findings, statuses, reports and digests, depend entirely on the accuracy and completeness of the Client Data you enter. The Service cannot detect data you have not entered, and an empty finding list does not mean you are compliant; and#

e. you must not rely on the Service as your sole record of your compliance position, and you should maintain your records in accordance with your own retention obligations independently of the Service.#

3.4 Jurisdictions#

The Service is made available to customers in multiple jurisdictions. The Requirement Rules we supply as defaults are drafted by reference to the requirements of the Turks and Caicos Islands and are not tailored to any other jurisdiction. The rule set in use is named within the Service so that you can see which one your account is on. If you operate elsewhere, you are responsible for having the rule set reviewed by a person qualified in your jurisdiction and for meeting any obligation it does not cover. We will tell you if a rule set for your jurisdiction becomes available.

3.5 Acknowledgement at signup#

Because clauses 3.2 and 3.3 are central to this agreement, you are asked to confirm them separately when you create an account, in addition to accepting these Terms. The confirmation reads:

I understand that Greenlight is a due diligence record tracker. It does not provide legal, regulatory or compliance advice, and Greenlight is not liable for any regulatory finding, penalty or fine incurred by my firm.

We record the date and time of that confirmation and the user who gave it.

4. Your account and your Users#

4.1 You must provide accurate account information and keep it current.#

4.2 You are responsible for all activity under your account, for the acts and omissions of your Users, and for keeping credentials confidential. You must notify us promptly at hello@greenlightamlcompliance.com if you believe an account has been compromised.#

4.3 You must not share a single User login between individuals. Each individual who accesses the Service must have their own User account, so that the audit record identifies who did what.#

4.4 We may require two factor authentication for some or all Users.#

4.5 You are responsible for removing Users who no longer need access, including promptly on a person leaving your organisation.#

5. Free trials#

5.1 We may offer a free trial. Trials are provided for evaluation only.#

5.2 A trial lasts 30 days unless we tell you otherwise in writing, and we may end, shorten or extend a trial at any time.#

5.3 We recommend that you do not upload live client records during a trial. Use test or anonymised data. Trial accounts may be deleted, along with their contents, 30 days after the trial ends.#

5.4 Trials are provided "as is" and clauses 11 and 12 apply with full force. No service levels, support commitments or data retention commitments apply to a trial.#

6. Fees and payment#

6.1 Fees are as set out in your order, invoice or signup confirmation. Unless stated otherwise, fees are quoted in United States dollars and charged per firm, with no limit on the number of Users, either monthly in advance or annually in advance as shown at signup.#

6.2 Invoices are payable within 14 days of the invoice date.#

6.2A We accept payment by bank transfer or cheque. We do not accept cash, and we do not collect or store card details.#

6.3 Fees are exclusive of any taxes, duties or government charges, which you must pay in addition. If you are required to withhold any amount from a payment to us, you must gross up the payment so that we receive the full invoiced amount.#

6.4 If an invoice remains unpaid 14 days after its due date, we may suspend access to the Service after giving you at least 7 days' written notice. Suspension does not relieve you of the obligation to pay.#

6.5 Fees are non refundable except where these Terms expressly say otherwise or where required by law.#

6.6 We may change our fees for a renewal term by giving you at least 60 days' written notice before the end of the current Subscription Term.#

7. Client Data#

7.1 You own your Client Data. Nothing in these Terms transfers ownership of Client Data to us.#

7.2 You grant us a non exclusive, worldwide, royalty free licence to host, store, copy, transmit, display and process Client Data only to the extent necessary to provide, maintain, secure and support the Service, and to comply with law.#

7.3 We will not use Client Data to train machine learning or artificial intelligence models, and we will not sell, licence or disclose Client Data to any third party, except to the sub processors listed in the Data Processing Addendum, as you direct, or where required by law.#

7.4 You are responsible for the accuracy, quality and legality of Client Data, for having the right to provide it to us, and for obtaining any consents or giving any notices required for us to process it.#

7.5 Export. While your account is active you can export, using the functions in the Service, a list of outstanding and satisfied requirement positions and a record of review sign offs, in each case as a CSV file. Those exports include the names of your clients and of the individuals connected to them, but not the other details recorded against them, such as dates of birth, addresses, nationality and identity document numbers, and not the documents you have uploaded. If you need a fuller extract, including your uploaded documents, ask us at hello@greenlightamlcompliance.com and we will provide one within 10 business days at no charge. We are working to make a complete self service export available, and clause 9.4 governs changes to the Service.#

7.6 Our handling of personal data within Client Data is governed by the Data Processing Addendum, under which you are the controller and we are the processor.#

8. Acceptable use#

You must not, and must not permit any User or third party to:

a. upload any material that is unlawful, or that you do not have the right to upload;#

b. use the Service to store data that you do not need for a legitimate business purpose;#

c. attempt to access any other customer's data, or to circumvent the measures that separate customers from one another;#

d. probe, scan or test the vulnerability of the Service, or attempt to breach its security, without our prior written consent;#

e. reverse engineer, decompile or attempt to derive the source code of the Service, except to the extent that this restriction is prohibited by law;#

f. resell, sublicence or make the Service available to any third party other than your Users, or use it as a service bureau for other firms, without our prior written agreement; or#

g. use the Service in a way that interferes with its operation or with any other customer's use of it.#

9. Availability and support#

9.1 Availability target. We aim to keep the Service available at least 99.0 per cent of the time in each calendar month, measured excluding planned maintenance notified in advance, and excluding any period of unavailability caused by your systems, your network, your acts or omissions, or an event under clause 17.3.#

9.1A Service credits are your only remedy. If we fail to meet the target in a calendar month and you ask us in writing within 30 days of the end of that month, we will credit your account as follows: below 99.0 and at or above 97.0 per cent, a credit of 5 per cent of that month's fees; below 97.0 per cent, a credit of 10 per cent. Credits are applied against future fees and are not refundable in cash.#

9.1B To the maximum extent permitted by law, service credits are your sole and exclusive remedy for any failure to meet the availability target. You waive any claim for loss of profit, loss of business or other financial loss arising from unavailability of the Service, and clause 12 applies to any claim that survives this clause.#

9.2 We may carry out maintenance that temporarily interrupts the Service. We will try to give advance notice of planned maintenance that we expect to cause material disruption.#

9.3 Support is available by email at hello@greenlightamlcompliance.com. We will use reasonable efforts to respond within 1 business day.#

9.4 We may modify, add to or remove features of the Service. We will not make a change that materially reduces core functionality during a Subscription Term without giving you notice and, if the change is materially adverse to you, a right to terminate under clause 13.4.#

10. Intellectual property#

10.1 We and our licensors own all intellectual property rights in the Service, including its software, design, Documentation, and the structure and content of the default Requirement Rules.#

10.2 Subject to these Terms and payment of the fees, we grant you a non exclusive, non transferable right for you and your Users to access and use the Service during the Subscription Term for your internal business purposes.#

10.3 If you give us feedback or suggestions, we may use them without obligation to you. We will not identify you as the source without your consent.#

11. Warranties and disclaimers#

11.1 Each party warrants that it has the legal capacity and authority to enter into these Terms.#

11.2 We warrant that we will provide the Service with reasonable skill and care.#

11.3 Except as expressly set out in these Terms, the Service is provided "as is" and "as available". To the maximum extent permitted by law we exclude all other warranties, conditions and representations, whether express or implied, including any implied warranty of merchantability, fitness for a particular purpose, accuracy, or non infringement.#

11.4 In particular, and without limiting clause 3, we do not warrant that:#

a. the Requirement Rules, or any output of the Service, are accurate, complete, current, or sufficient to meet any legal or regulatory obligation of yours;#

b. the Service will identify every missing, expired or deficient record;#

c. the Service will be uninterrupted, error free, or free of harmful components; or#

d. use of the Service will result in your compliance with any law, regulation or rule, or will prevent any regulatory finding, penalty or enforcement action against you.#

12. Limitation of liability#

12.1 Nothing in these Terms limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded.#

12.2 Subject to clause 12.1, neither party is liable to the other for any:#

a. loss of profit, revenue, business, anticipated savings or goodwill;#

b. loss or corruption of data, except to the extent caused by our breach of our security obligations under the Data Processing Addendum;#

c. regulatory fine, penalty, censure or sanction imposed on the other party, or any cost of responding to a regulatory examination, investigation or enquiry;#

d. loss arising from a claim by a third party, including the other party's own clients; or#

e. indirect or consequential loss,#

whether or not that loss was foreseeable and even if the party was told it was possible.

12.3 Subject to clauses 12.1 and 12.2, each party's total liability arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited in aggregate to the total fees paid or payable by you to us in the twelve months immediately before the event giving rise to the liability.#

12.4 For a free trial, our total liability is limited to USD 100.#

12.5 Each party must take reasonable steps to mitigate its loss. The limitations in this clause 12 do not apply to your obligation to pay fees.#

12.6 You acknowledge that the allocation of risk in this clause 12 is reasonable given the fees charged, the nature of the Service as a record keeping tool rather than an advisory service, and the fact that responsibility for your compliance remains with you under clause 3.#

13. Term, suspension and termination#

13.1 These Terms begin when you create an account and continue until terminated.#

13.2 Your Subscription Term renews automatically for successive periods of the same length unless either party gives written notice of non renewal at least 30 days before the end of the current Subscription Term.#

13.3 Either party may terminate immediately on written notice if the other commits a material breach and fails to remedy it within 30 days of being asked to do so in writing, or becomes insolvent, enters liquidation or administration, or ceases to carry on business.#

13.4 You may terminate with immediate effect if we make a change under clause 9.4 that is materially adverse to you, by giving notice within 30 days of the change.#

13.5 We may suspend your access immediately, without prior notice, where we reasonably believe that continued access presents a security risk, is unlawful, or risks harm to us or to another customer. We will tell you promptly and will restore access once the cause is resolved.#

13.6 On termination or expiry:#

a. your right to access the Service ends;#

b. for 30 days after termination you may ask us for a complete extract of your Client Data, including your uploaded documents, which we will provide within 10 business days at no charge. Self service export is not available after your access ends. After that period we will have no obligation to retain your Client Data;#

c. we will delete Client Data in accordance with the Data Processing Addendum; and#

d. any fees already due remain payable, and fees for the remainder of a Subscription Term terminated by you other than under clauses 13.3 or 13.4 are not refundable.#

13.7 You are responsible for exporting and retaining your own records before termination takes effect. Your record retention obligations under law are yours alone and are not satisfied by the existence of your Greenlight account.#

13.8 Clauses 2, 7.1, 7.3, 10, 11.3, 11.4, 12, 13.6 to 13.8, 14 and 16 survive termination.#

14. Confidentiality#

14.1 Each party must keep the other's confidential information confidential, use it only for the purposes of these Terms, and protect it with at least reasonable care.#

14.2 This does not apply to information that is or becomes public through no fault of the recipient, was already lawfully known to the recipient, is independently developed without use of the confidential information, or must be disclosed by law or by a regulator, in which case the recipient must, where lawful, tell the other party first.#

14.3 These obligations continue for 3 years after termination, and indefinitely in respect of Client Data and of information subject to legal or professional privilege or to statutory confidentiality duties.#

15. Changes to these Terms#

15.1 We may update these Terms. We will give you at least 30 days' notice of any material change by email to your account's administrative contact and by posting the updated Terms at https://app.greenlightamlcompliance.com/terms.#

15.2 If a material change is adverse to you, you may terminate by notice before the change takes effect, and we will refund any fees you have paid for the period after termination.#

15.3 Continued use of the Service after a change takes effect means you accept the updated Terms.#

16. Governing law and disputes#

16.1 These Terms, and any dispute arising out of or in connection with them, are governed by the laws of the Turks and Caicos Islands.#

16.2 The courts of the Turks and Caicos Islands have non exclusive jurisdiction. Either party may also bring proceedings in any other court of competent jurisdiction, including the courts of the country in which you are established, and either party may seek injunctive relief in any court of competent jurisdiction to protect its confidential information or intellectual property.#

16.3 Before commencing proceedings, the parties will try in good faith to resolve the dispute by discussion between senior representatives for at least 30 days.#

16.4 Nothing in this clause deprives you of the protection of any mandatory consumer or local law of the country in which you are established, where that law cannot be excluded by agreement.#

Note on this clause. Counsel advised that exclusive jurisdiction in the Turks and Caicos Islands would not be realistic against customers established elsewhere, and suggested arbitration. We have instead chosen Turks and Caicos law with non exclusive jurisdiction, because arbitration at a recognised institution typically costs many times the annual value of a subscription of this size, which would make the clause unusable in practice by either party. Whether to add an arbitration option for larger contracts remains open for counsel.

17. General#

17.1 Assignment. You may not assign or transfer these Terms without our written consent. We may assign them to an affiliate or in connection with a merger, reorganisation or sale of our business, on notice to you.#

17.2 Subcontracting. We may use subcontractors and sub processors. We remain responsible for their performance. Sub processors who handle personal data are governed by the Data Processing Addendum.#

17.3 Force majeure. Neither party is liable for a failure to perform caused by an event beyond its reasonable control, provided it tells the other party and takes reasonable steps to mitigate. This does not excuse an obligation to pay.#

17.4 Notices. Notices to us go to hello@greenlightamlcompliance.com. Notices to you go to the administrative contact email on your account. Email notice is deemed received on the next business day.#

17.5 No partnership. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.#

17.6 Third parties. No person other than you and us has any right to enforce these Terms.#

17.7 Entire agreement. These Terms, together with the documents they incorporate, are the entire agreement between us on their subject matter and replace any earlier discussions, proposals or representations, other than for fraud.#

17.8 Severance. If any provision is held unenforceable, the rest continues in force and the unenforceable provision is modified to the minimum extent needed to make it enforceable.#

17.9 Waiver. A failure to enforce a right is not a waiver of it.#

17.10 Publicity. We will not use your name or logo as a customer reference without your prior written consent.#

Greenlight Compliance Ltd. Providenciales, Turks and Caicos Islands hello@greenlightamlcompliance.com · greenlightamlcompliance.com